Shri Bajrang Alliance Ltd Directors Report

2. REVIEW OF PERFORMANCE:

On a Consolidated basis the Revenue for the current financial year stood at Rs. 57,426.41 Lakhs as compared to Rs. 52,519.41 Lakhs in the previous year and Profit after Tax stood at Rs. 4,086.26 Lakhs during the current financial year as compared to Rs. 3,417.10 Lakhs in the previous year. On a Standalone basis the Revenue for the current financial year stood at Rs. 57,424.41 Lakhs as compared to Rs 52,498.82 Lakhs in the previous year and Profit after Tax stood at Rs. 312.56 Lakhs during the current financial year as compared to Rs. 551.07 Lakhs in the previous year.

3. SHARE CAPITAL:

As on 31^st March, 2024, the Paid-up Equity Share Capital of the Company was Rs. 900.00 Lakhs divided into 90,00,000 Equity Shares of Rs. 10/- each.

During the year under review, the Company has not issued any shares with differential voting rights nor granted stock option nor sweat equity. As on 31^st March, 2024, the Company has not issued any convertible instruments.

The equity shares of the Company representing 97.31% of the share capital are dematerialized as on 31^st March, 2024. The dematerialized facility is available to all the shareholders of the company from both the depositories namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

4. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE E ND OF THE FINANCIAL YEAR D THE DATE OF THE REPORT: AN

There are no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which the financial statements relate and the date of this Report

5. CHANGES IN THE NATURE OF THE BUSINESS:

There is no change in the nature of the business of the Company.

6. DIVIDEND:

In order to conserve the resources for the better working of the Company, the board of directors has not recommended any dividend for the year ended 31^st March, 2024.

7. R ESERVES:

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review.

8. S UBSIDIARY AND ASSOCIATE COMPANY:

Your Company has two wholly owned subsidiaries i.e. "Popular Mercantile Private Limited" and "Shri Bajrang Agro Processing Limited". There is one associate i.e. "Shri Bajrang Power and Ispat Limited" and no joint venture Company as defined under the Companies Act, 2013.

Pursuant to provisions of Section 129 (3) of the Companies Act, 2013, a statement containing salient features of the financial statements of "Popular Mercantile Private Limited", "Shri Bajrang Agro Processing Limited" and "Shri Bajrang Power and Ispat Limited" in FORM AOC-1 is annexed as (Annexure "1").

Pursuant to the provision of Section 136 of the Companies Act, 2013, the audited financial statements, including consolidated financial statements and related information of the Company and audited accounts of the Subsidiaries Popular Mercantile Private Limited and Shri Bajrang Agro Processing Limited are available on our website: http://www.sbal.co.in.

The company has formulated a policy for determining material subsidiaries and the policy is available on the website of company and can be accessed through the following link- https://www.sbal.co.in/uploads/investor/9/9_3515.pdf

9. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES P ROVIDED:

Details of loans, guarantees, and investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the notes to the Financial Statements.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

Particulars of contracts or arrangements with related parties referred to in Section 188(2) of the Companies Act, 2013, in the prescribed FORM AOC-2, is appended as (Annexure "2") to the Boards Report. During the year 2023-24, pursuant to section 177 of the Companies Act, 2013 and regulation 23 of SEBI Listing Regulations, 2015, all Related Party Transactions were placed before the Audit Committee for its approval. A statement showing the disclosure of transactions with related parties as required is set out separately in this Annual Report. The Policy on Related Party Transactions as approved by the Board is uploaded on the Companys website https://www.sbal.co.in/uploads/investor/9/9_3955.pdf

11. DEPOSITS:

We have not accepted any deposits and as such, no amount of principal or nt i erest was outstanding as on the Balance Sheet date.

12 . DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company provide entrepreneurial leadership and plays a crucial role in providing strategic supervision, overseeing the management performance, and long-term success of the Company while ensuring sustainable shareholder value. Driven by its guiding principles of Corporate Governance, the Boards actions endeavor to work in the best interest of the Company. The Directors hold a fiduciary position, exercises independent judgement, and plays a vital role in the oversight of the Companys affairs. Our Board represents a tapestry of complementary skills, attributes, perspectives and includes individuals with financial experience and a diverse background. In line with the recommendation of SEBI and our relentless endeavor to adhere to the global best practices, the Company is chaired by Mr. Narendra Goel, Executive Director effective from 11^th February, 2020. During the Financial Year 2023-24, following changes has been occurred in the Board;

Mr. John Cherian (DIN: 10530786) was appointed as Additional Non-Executive Non- Independent Director with effect from 4^th March, 2024.

Mr. Nishant Agrawal (M. No.: ACS 40900) was resign from the office of Company Secretary of the Company with effect from 16^th June, 2023.

Mr. Yash Shah (M. No.: ACS 70502) was appointed as the Whole-time Company Secretary of the Company with effect from 7^th July, 2023.

Changes in Board composition of the Company occurred between the end of the financial year dated 31^st March, 2024 and the date of this Report;

Mr. John Cherian (DIN: 10530786) was appointed as Non-Executive Non-Independent Director on the Extra Ordinary General Meeting ("EGM") held on 1^st June, 2024.

Mr. Yash Shah (M. No.: ACS 70502) has tender his resignation from the office of Company Secretary of the Company with effect from 20^th April, 2024.

Mr. Ravinder Singh Rajput was appointed as the Additional Non-Executive Independent Director on 3^rd May, 2024. In the EGM dated 1^st June, 2024, his position was regularized as Non- Executive Independent Director of the Company w.e.f. 3^rd May, 2024.

Ms. Anshu Dubey (M. No. ACS 62867) appointed as Whole-time Company Secretary of the Company w.e.f. 13^th May, 2024.

Mr. Anand Goel and Mr. Narendra Goel are biological siblings and sons of Late Mr. Hariram Goel. Mr. Narendra Goel is the father of Mr. Archit Goel establishing a familial connection between them. All other Directors are unrelated to each other. In accordance with the provisions of Section 152(6)(c) of the Companies Act, 2013, Mr. John Cherian (DIN: 10530786), Director of the Company, will retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment.

13. DECLARATION BY INDEPENDENT DIRECTOR:

The Company has received necessary declaration from all Independent Directors as per Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct. Further, the Independent Directors have also submitted their declaration in compliance with the provision of Rule 6(3) of Companies (Appointment and Qualification of Directors) Rules, 2014, which mandated the inclusion of an Independent Directors name in the data bank of Indian Institute of Corporate Affairs ("IICA") for a period of one year or five years or lifetime till they continue to hold the office of an independent director.

14. DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors make the following statements in terms of Section 134(3)(c) & 134(5) of the Companies Act,2013 based on the representations received from the operating management and Chief Financial Officer of the Company: i. in the preparation of the annual accounts for the financial year ended 31^st March, 2024, the applicable accounting standards had been followed. There are no material departures in the adoption of prescribed accounting standards; ii. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of iii. the Company at the end of the financial year and of the Profit and Loss of the Company for that period;

iv. the Directors had 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; v. they have prepared the annual accounts on a going concern basis; vi. 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; vii. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. NUMBER OF MEETINGS OF THE BOARD:

The Board met 16 (Sixteen) times during the financial year 2023-2024, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

16. COMMITTEES OF THE BOARD:

The Board has 3 (Three) Committees the Audit Committee, Nomination and Remuneration Committee, and the Stakeholders Relationship Committee. All committees consist of a majority of Independent Directors. The Composition and terms of reference, details of meetings, and other matters have been mentioned in the Corporate Governance Report of this Annual Report.

17. HUMAN RESOURCES:

The Company places emphasis on recruitment, training, and development of human resources, which assumes utmost significance in the achievement of corporate objectives. Your Company integrates industrial and organizational capabilities in a seamless manner through empowerment and by offering a challenging workplace, aimed towards the realization of organizational goals. Your Company draws its strength from a highly engaged and motivated workforce whose collective passion and commitment have helped the organization reach new heights. The Company is committed to providing a safe and healthy working environment and therefore recognizes safety and health as a key part of our operations.

18. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:

All employees (Permanent, Contractual, and Temporary, Training) are covered under this policy. There were no cases that required to be filed with the District Officer by the Internal Complaints Committee under this Act.

19. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

During the period under review, no employee employed throughout the period or part of the period was in receipt of remuneration in excess of the limits prescribed under Section 197 of the Companies Act, 2013 read with Rule 5 (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 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 is appended as (Annexure "3") to the Boards Report.

20. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Companys current policy is to have an appropriate mix of Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. For the purpose of selection of any Director, the Nomination and Remuneration Committee identifies persons of integrity who possess relevant expertise, experience, and leadership qualities required for the position. The Committee also ensures that the incumbent fulfills such criteria with regard to qualifications, positive attributes, independence, age, and other criteria as laid down under the Act, Listing Regulations, or other applicable laws. The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy on the remuneration of Directors, Key Managerial Personnel, and other Employees as required under sub-section (3) of Section 178 of the Companies Act, 2013. The policy of the Company on directors appointment and remuneration is uploaded onto the Companys website and available at https://www.sbal.co.in/home/investors/codes-policies-others/5.

DIRECTORS:

The Nomination and Remuneration Committee has defined the evaluation criteria for Performance Evaluation of the Board, its Committee, and Individual Directors. Pursuant to the provisions of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board functioning, thecomposition of the Board an d its committees, culture, execution and performance of specific duties, obligation, and governance. The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

22 . INDEPENDENT DIRECTOR

(i) Declaration from Independent Directors

The Board has received a declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(ii) Criteria for Performance Evaluation

The Nomination and Remuneration Committee has laid down various criteria for performance evaluation of Independent Directors which, inter-alia, includes preparedness and attendance at the meetings, understanding of the Companys operations and business, and contribution at Board Meetings

(iii) Details of Familiarization Program

The details of the Program for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, the nature of the industry in which the Company operates, the business model of the Company, and related matters are put up on the website of the Company at the link https://www.sbal.co.in/uploads/investor/9/9_7658.pdf

23. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company has formulated a comprehensive Code of Conduct for the Prevention of Insider Trading for its designated persons, in compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. The Directors, officers, designated persons, and other connected persons of the Company are governed by the Code.

The Code is also posted on the website of the company at https://www.sbal.co.in/uploads/investor/10/10_6423.pdf

24. CORPORATE SOCIAL RESPONSIBILITY

We acknowledge our sincere duty towards the community and the environment, from which any organization including Shri Bajrang Alliance takes a lot. Your Company had taken the responsibility to pay back to the society.

We focus on our social and environmental responsibilities to fulfil the needs and expectations of the communities around us. Our CSR Policy aims to provide a dedicated approach to community development in the areas of education, healthcare and environmental sustainability. We contribute to serve the development of people by shaping their future with meaningful opportunities, thereby accelerating the sustainable development of society while preserving the environment, and making our planet a better place today and for future generations. The Corporate Social Responsibility (CSR) Policy of the Company is aligned with its overall commitment to maintaining the highest standards of business performance. We recognize that our business activities have direct and indirect impact on the society. The Company strives to integrate its business values and operations in an ethical and transparent manner to demonstrate its commitment to sustainable development and to meet the interests of its stakeholders. The CSR policy of the Company is available on the website of the Company at https://www.sbal.co.in/uploads/investor/9/9_427.pdf The annual report on the CSR activities is annexed as (Annexure -4) to this report.

25. CORPORATE GOVERNANCE REPORT:

As required by Regulation 34 read with Schedule V of the Listing Regulations, a separate Report on Corporate Governance forms part of the Annual Report. The Report on Corporate Governance also contains certain disclosure required under the Companies Act, 2013.

26. AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE:

A certificate from the Statutory Auditor of the Company regarding compliance with the condition of Corporate Governance as stipulated in Clause E of the Schedule V of the Listing Regulation is enclosed in the Board Report. The auditors certificate for the financial year 2023-2024 does not contain any qualification, reservation, or adverse remark.

27. MANAGEMENTS DISCUSSION AND ANALYSIS:

In details of the operating performance of the Company for the year, the state of affairs and the key changes in the operating environment have been analyzed in the Managements Discussion and Analysis section which form part of this Annual Report. 28. RISK MANAGEMENT:

The Company has developed and implemented a risk management framework that includes the identification of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company. During the year there are no elements of risk found which in the opinion of the Board may threaten the existence of the Company.

OUTGO: he information on the conservation of energy and technology absorption and foreign exchange earnings and outgo as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is set out in (Annexure "5"), forming part of this Report.

STATUTORY AUDITOR

Pursuant to the provisions of Section 139 of the Act and rules framed thereafter, M/s. SSSD & Co., Chartered Accountants (Firm registration number: 020203C) were appointed as Statutory Auditors of the Company for a term of five consecutive Financial Years from the conclusion of the Annual General Meeting held on 27.09.2022 till the conclusion of Annual General

Meeting of the Company to be held in the year 2027.

There are no qualifications, reservations, adverse remarks, or disclaimers in the statutory Auditors Report on the financial statements of the Company for the Financial Year 2023-24 and hence does not require any explanations or comments by the Board.

SECRETARIAL AUDITOR

M/s. Anand Kumar Sahu & Associates, Practicing Company Secretaries, Raipur was appointed to conduct the secretarial audit of the Company for the financial year 2023-24, as required under Section 204 of the Companies Act, 2013 and Rules made thereunder. The Secretarial Audit Report for the financial year 2023-24 forms part of the Annual Report as (Annexure "6") to the Boards report and there are no qualification remarks made by the Secretarial Auditors in their report, hence no explanation is required in this regard.

COST AUDITOR

Pursuant to the provision of Section 148 of the Companies Act,2013 read with the Companies (Cost Record and Audit) Amendment Rules,2014 M/s Sanat Joshi & Associates, Raipur, Cost Accountants were appointed as Cost Auditor of the Company for the financial year 2023-24 and they had offered themselves for re-appointment for the financial year 2024-25.

31. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12):

During the year under review, there were no frauds reportedby the auditors to the Audit Committee or the Board under section

14 3(12) of the Companies Act, 2013.

32. SIGNIFICANT AND MATERIAL ORDERS:

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

33. VIGIL MECHANISM:

Your Company believes in promoting a fair, transparent, ethical, and professional work environment. The Board of Directors of the Company pursuant to the provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has framed "Whistle Blower Policy" for Directors and employees of the Company for reporting the genuine concerns or grievances or cases of actual or suspected, fraud or violation of the Companys code of conduct and ethics policy. The Whistle Blower Policy of the Company is available on the Companys website https://www.sbal.co.in/uploads/investor/9/9_2382.pdf

34. DETAILS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place adequate internal & financial controls with reference to financial statements. During h t e year, such controls were tested and no reportable material weakness in the design or operations were observed.

35. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 and Rules made thereunder relatingt o Corporate Social Responsibility are not a pplicable to the Company.

36. GREEN INITIATIVES:

Your Company provides an e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013, and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The instructions for e-voting are provided in the Notice.

37. CEO & CFO CERTIFICATION:

The MD and CFO have certified to the Board with regard to the financial statements and other matters as required under regulation 17(8), read with Part B of Schedule II to the SEBI Listing Regulations, 2015.

38. ACKNOWLEDGEMENTS