Shri Bajrang Alliance Ltd Directors Report

(Pursuant to the provisions of Sub Section (3) of Section 134 of the Companies Act, 2013)

To,

The Members of

SHRIBAJRANG ALLIANCE LIMITED

Your Directors take pleasure in presenting the 35^th Annual Report on the business and operations of your Company along with Audited Standalone and Consolidated Financial Statements and Auditors Report thereon for the financial year ended on 31^st March, 2025.

The summarized financial results and state of the Companys affairs for the year ended on 31^st March, 2025 are as under:

1. FINANCIAL HIGHLIGHTS:

(Amount in Lakhs)

	STANDALONE		CONSOLIDATED
PARTICULARS	Financial Year ended 31.03.2025	Financial Year ended 31.03.2024	Financial Year ended 31.03.2025	Financial Year ended 31.03.2024
Total Turnover & Other Receipts	40382.76	57424.41	40121.32	57426.41
Operating expenses	39423.04	56537.84	39423.04	56539.28
Profit before Interest, Depreciation, Tax and Amortization (EBIDTA)	959.72	886.57	698.28	887.13
Finance Cost	123.23	94.90	123.23	94.90
Depreciation and amortization expenses	320.75	305.08	320.75	305.08
Profit/(Loss) Before Taxation	515.74	486.59	254.30	487.15
Add: Share of Profit/(Loss) of Associates & Joint Ventures (after tax)	-	-	3056.76	3773.41
Taxation (including deferred Tax)	51.29	174.03	51.29	174.30
Profit/(Loss) after Taxation (PAT)	464.45	312.56	3259.78	4086.26
Other Comprehensive Income	(78.99)	83.13	(78.99)	83.13
Total Comprehensive Income for the period (Comprising Profit/Loss) and Other Comprehensive Period for the period	385.46	395.69	3180.79	4169.39

2. REVIEW OF PERFORMANCE:

On a Consolidated basis the Revenue for the current financial year stood at Rs. 40,121.32 Lakhs as compared to Rs. 57,426.41 Lakhs in the previous year and Profit after Tax stood at Rs. 3,259.78 Lakhs during the current financial year as compared to Rs. 4,086.26 Lakhs in the previous year.

On a Standalone basis the Revenue for the current financial year stood at Rs. 40,382.76 Lakhs as compared to Rs 57,424.41 Lakhs in the previous year and Profit after Tax stood at Rs. 464.45 Lakhs during the current financial year as compared to Rs. 312.56 Lakhs in the previous year.

3. SHARE CAPITAL:

As on 31st March, 2025, the Paid-up Equity Share Capital of the Company stood at ?900.00 Lakhs, comprising 90,00,000 Equity Shares of ?10/- each.

During the year under review, the Company has not issued any:

• shares with differential voting rights,

• stock options, or

• sweat equity shares.

Further, as on 31st March, 2025, the Company has not issued any convertible instruments.

As of the same date, 97.38% of the equity shares of the Company were held in dematerialized form. The dematerialization facility is available to all shareholders through both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

4. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

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, 2025.

7. RESERVES:

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

8. SUBSIDIARY AND ASSOCIATE COMPANY:

As on 31^st March, 2025, the Company does not have any subsidiary. The following changes took place during the year under review:

1. Popular Mercantile Private Limited - a wholly-owned subsidiary of the Company - ceased to be a subsidiary pursuant to the approval of the Scheme of Arrangement by the Honble National Company Law Tribunal (NCLT), Cuttack Bench, vide order dated 25^th April, 2025. The Scheme of Arrangement between M/s Popular Mercantile Private Limited ("Transferor Company") and M/s Shri Bajrang Alliance Limited ("Transferee Company" or "the Company") became effective from the Appointed Date, i.e., 1^st April, 2024, in accordance with Sections 230 to 232 of the Companies Act, 2013 read with applicable rules.

2. Shri Bajrang Agro Processing Limited has been struck off from the Register of Companies and dissolved with effect from 7^th September, 2024, as per the Notice No. STK-7/000745/2024 issued by the Ministry of Corporate Affairs, Government of India, under the provisions of Section 248(5) of the Companies Act, 2013 and Rule 9 of the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016.

Accordingly, your Company does not have any subsidiary as on 31^st March, 2025.

However, the Company continues to have two associate entities:

• Shri Bajrang Power and Ispat Limited

• Shri Bajrang Chemical Distillery LLP

There is no joint venture company within the meaning of the Companies Act, 2013.

In compliance with the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the associate entities in Form AOC-1 is annexed herewith as Annexure-1.

The Company has also formulated a Policy for Determining ‘Material Subsidiaries, which is available on the website 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 PROVIDED:

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 2024-25, 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 interest 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.

(i) During the Financial Year 2024-25, following changes has been occurred in the Board;

• 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.

(ii) The Directors and Key Managerial Personnel of the Company as on 31^st March, 2025 and as on the date of this Report stands as:

S.NO. DIRECTORS/KMP	POSITION HELD AS ON 31st MARCH, 2025
1. Mr. Narendra Goel	Chairman and Director
2. Mr. Anand Goel	Managing Director
3. Mr. Archit Goel	Whole-Time Director And CFO
4. Ms. Anshu Dubey	Company Secretary
5. Mr. Rakesh Kumar Mehra	Independent Director
6. Mr. Anshul Dave	Independent Director
7. Ms. Niyati Dipak Thaker	Independent Director
8. Mr. John Cherian	Non-Executive Non-Independent Director
9. Mr. Ravindra Singh Rajput	Independent Director

(iii) Changes in Board composition of the Company occurred between the end of the financial year dated 31^st March, 2025 and the date of this Report;

• Ms. Niyati Dipak Thaker (DIN: 09269628) has resigned from the office of the Independent Director of the Company with effect from 1^st May, 2025.

(iv) 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.

(v) In accordance with the provisions of Section 152(6)(c) of the Companies Act, 2013, Mr. Narendra Goel (DIN: 00115883), 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, 2025, 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 the Company at the end of the financial year and of the Profit and Loss of the Company for that period;

iii. 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;

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

v. 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;

vi. 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 2024-2025, 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.

21. EVALUATION OF THE PERFORMANCE OF THE BOARDS, ITS COMMITTEES AND INDIVIDUAL 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, the composition of the Board and 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:

Your Company remains committed to transparency, accountability, and the highest standards of business ethics in all its dealings. The Board believes that sound corporate governance is essential for building a sustainable business and enhancing long-term stakeholder value.

In compliance with the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on the Corporate Governance practices followed by the Company forms an integral part of this Annual Report.

Further, the following certificates are annexed to the Corporate Governance Report:

• A certificate from the Statutory Auditors confirming compliance with the conditions of Corporate Governance as required under Clause E of Schedule V of SEBI Listing Regulations,

• A certificate of non-disqualification of Directors issued by a Practicing Company Secretary, as required under Regulation 34(3) and Schedule V(C) of the SEBI Listing Regulations.

26. MANAGEMENTS DISCUSSION AND ANALYSIS:

Pursuant to provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a detailed analysis of your Companys performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

27. 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.

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

The 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.

29. AUDITORS AND AUDITORS 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 2024-25 and hence does not require any explanations or comments by the Board.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has re-appointed CS Anand Kumar Sahu & Associates, Practicing Company Secretary, (FCS 7670, CP 6023) to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report for the financial year 2024-25 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 provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit) Amendment Rules 2014 M/s Sanat Joshi & Associates has been re-appointed as cost auditors for conducting Cost Audit for the Financial Year under review.

Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 M/s. PSA Jain & Co., Chartered Accountants, were reappointed as Internal Auditors for the Financial Year under review.

30. DETAILS TN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12):

During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

31. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

32. 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

33. 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 the year, such controls were tested and no reportable material weakness in the design or operations were observed.

34. 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.

35. CEO & CFO CERTIFICATION:

A certificate from Mr. Anand Goel, Managing Director (MD) and Mr. Archit Goel, Whole time Director (WTD) & Chief Financial Officer (CFO), pursuant to the provisions of the SEBI Listing Regulations, 2015, for the year under review was placed before the Board of Directors of the Company at its meeting held on May 30, 2025.

36. ACKNOWLEDGEMENTS:

The Board accords their undying gratitude for the assistance, support, and guidance provided by Banks, Customers, Suppliers, Regulatory & Government Authorities, Business Associates, and all other Stakeholders. Your Directors also appreciate and value the contribution and commitment of every employee toward your Companys performance, growth, and sustainability. Your Directors look forward to your continuing and valuable support.

	FOR AND ON BEHALF OF THE BOARD
	sd/-
	NARENDRA GOEL
	(CHAIRMAN)
	DIN: 00115883
DATE: 30.05.2025
PLACE: RAIPUR, (CG)