Shri Hare-Krishna Sponge Iron Ltd Directors Report

(For the Financial year ended on 31 st March 2026)

To

The Members,

Shri Hare-Krishna Sponge Iron Limited

Your directors have pleasure in presenting Twenty Third Annual Report of the Company together with Audited Accounts of the Company for the financial year ended on the 31 st March 2026.

1. FINANCIAL RESULTS:

(Amount in lacs)

Particulars	2025-26	2024-25
Revenue from Operations	6664.19	8047.00
Other Income	323.18	313.02
Total Income	6987.37	8360.02
Less: Total expenses (Excluding Depreciation and Prior Period Adjustments)	6048.31	6976.29
Profit before prior period adjustments, depreciation & taxation	939.06	1383.73
Less: Prior Period Adjustments	1.54	23.12
Less: Depreciation	118.67	123.58
Less: Current T ax/ Deferred T ax	199.25	317.23
Profit after taxation	619.60	919.80

2. STATE OF COMPANYS AFFAIRS:

In FY 2025-26, the Company reported a total income of Rs. 6987.37 lakh and a profit before tax of Rs. 818.85 lakh, showing resilience despite a slight dip in revenue due to challenging market conditions. In response to the challenging environment, the Company focused on operational efficiency. Strategic initiatives and a focus on efficiency enabled the Company to maintain profitability.

3. DIVIDEND:

The Board decided to retain the earnings of the Company in order to be able to finance new growth opportunities and expand its operations. Therefore, during the financial year under review, no dividend was recommended by the Board of the Company.

4. TRANSFER TO RESERVE:

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. Accordingly, no amount has been transferred to reserves.

5. INITIAL PUBLIC OFFER (IPO) OF EQUITY SHARES AND LISTING ON STOCK EXCHANGES:

The Company has successfully completed the Initial Public Offer (IPO). The IPO comprised of fresh issue of 50,70,000 Equity Shares of Rs. 10/- each, including a share premium of Rs. 49/- per Equity Share. The issue was opened for subscription on 24 th June 2025 and closed on 26 th June, 2025. The Board has allotted 50,70,000 Equity Shares of Rs. 10/- each to the successful applicant on 27 th June 2025. The equity shares of the Company got listed on 01 st July 2025 on the NSE Emerge. Your company share price debuted on National Stock Exchange of India Limited at Rs 64.80/- per share, a premium of 9.83% over its issue price.

The proceeds from the IPO have been utilised for Funding of Capital Expenditure Requirements of the Company towards Set up of Captive Power Plant at Siltara-Raipur, General Corporate Purpose and Issue related expenses in relation to Issue. As on 31 st March 2026, the unutilised IPO Proceeds was Rs 426.08 Lakhs.

6. SHARE CAPITAL:

The Company has successfully completed the Initial Public Offer (IPO). The IPO comprised of fresh issue of 50,70,000 Equity Shares of Rs. 10/- each, including a share premium of Rs. 49/- per Equity Share. The Board has allotted 50,70,000 Equity Shares of Rs. 10/- each to the successful applicant on 27 th June 2025. The equity shares of the Company got listed on 01 st July 2025 on the NSE Emerge.

Further, the Company has not undertaken any buy back or split during the year under review.

The details of the Share capital as on 31 st March 2026 are as under:

a) AUTHORIZED SHARE CAPITAL:

The total Authorized share capital of the Company stands at Rs. 20,00,00,000/- (Rupees Twenty Crore Only) divided into 2,00,00,000 (Two Crore) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

b) PAID-UP SHARE CAPITAL:

During the financial year under review, the Company has raised Rs. 2991.30 Lakhs through an Initial Public Offering (IPO) of its equity shares by allotting 50,70,000 equity shares of nominal value of Rs 10/- each, issued at an offer price of 59/- per equity share, to all the allottees.

Thus, as on 31 st March 2026, the paid-up share capital of the Company stands at Rs. 19,19,10,500/- (Rupees Nineteen Crore Nineteen Lacs Ten Thousand and Five Hundred Only) divided in to 1,91,91,050 (One Crore Ninety-One Lacs Ninety-One Thousand and Fifty Only) equity shares of Rs. 10/- (Rupees Ten Only) each.

7. DEMATERIALISATION OF SHARES:

The breakup of the Equity Shares held in dematerialized and physical form as on March 31,2026 is as follows:

Modes	Shares	% to Capital
Shares in Demat mode with NSDL	1,60,31,050	83.534%
Shares in Demat mode with CDSL	31,60,000	16.466%
Total	1,91,91,050	100%

8. ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION:

The Company has approved alteration to existing Memorandum of Association (MOA) of the Company by adding few activities/products in the existing clause 1 and further insertion of the clause no 2 & 3 in the existing Clause III (a) of the Memorandum of Association of the Company by way of Special Resolution passed through postal ballot on December 19 th 2025.

Except the above alteration, the Company has not undertaken any alteration or amendment to the Memorandum and Articles of Association of the Company.

9. DEPOSIT:

During the financial year under review, the Company has not accepted any deposit which falls in the ambit of the deposit as defined in Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposit) Rule, 2014.

10. CHANGES IN THE NATURE OF THE BUSINESS:

There was no change in the nature of the business of the Company during the financial year 2025-26.

11. MATERIAL CHANGES AND COMMITMENT OCCURRED AFTER THE END OF FINANCIAL YEAR AND UP TO THE DATE OF REPORT:

The following material changes and commitments occurred after the end of financial year and up to the date of report:

i) The Company has successfully commenced operations of its 3 Megawatt (MW) Waste Heat Recovery Captive Power Plant at the manufacturing facility of the Company in the month of June 2026;

ii) The Company has commenced operations of its induction furnace and steel shots manufacturing facilities at the manufacturing unit of the Company in the month of July 2026;

iii) The Board of Directors, at its meeting held on 17 th August, 2026 has approved the change in name from Shri Hare- Krishna Sponge Iron Limited to Shri Hare Krishna Integrated Steel Castings & Power Limited and the consequent alterations to the Memorandum of Association and the Articles of Association of the Company, subject to the approval of the shareholders of the Company by way of special resolution and approvals of requisite statutory, regulatory or

governmental authorities, as may be required under applicable laws. Further, the Company has received a name availability letter from the Registrar of Companies, Ministry Corporate Affairs, informing no objection with respect to the proposed change in the name of the Company to Shri Hare Krishna Integrated Steel Castings & Power Limited

12. STATUS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:

The company does not have any subsidiary or joint venture. It has investment in one Associate Company- Special Mines & Minerals Private Limited. However, the investee Company has not commenced any business activities and accordingly Consolidated Financial Statement as required under Section 129(3) has not been prepared. The detail of associate is enclosed to this report in the prescribed format AOC-1 and marked as Annexure-A.

13. PARTICULARS OF LOAN, GUARANTEES OR INVESTMENT:

During the financial year 2025-26, the Company has granted loan to M/s Indo Chains (Raipur) Private Limited, a private limited company in which directors of our company is also directors and member of that Company, in compliance with the provisions of section 185 and 186 of the Companies Act 2013.

Except the above detailed loan, the Company has not granted any loan and/or corporate guarantee and/or made any investment which covered under the purview of section 186 of the Companies Act, 2013.

14. CHANGES IN DIRECTORS AND KMP:

- Constitution of the Board of Directors and KMP:

During the financial year 2025-26, the following changes took place in the constitution of the Board of Directors and KMP of the Company:

Name	Designation (at the time of appointment/ Change in designation / Cessation)	Date of Appointment/ Change in designation/ Cessation
Mr. Kamlesh Kumar Dewangan	Appointed as Whole Time Director	09 th April 2025
Mr. Kamlesh Kumar Dewangan	Resignation from the post of Whole Time Director	18 th September 2025
Mr. Sanjeet Singh	Appointed as Additional Director	13 th November 2025
Mr. Sanjeet Singh	Appointment as Executive Director	19 th December 2025

- Retirement by rotation:

In accordance with the provisions of Section 152 of the Companies Act 2013 and Articles of Association of the Company,

Mr. Anubhav Parasrampuria, whole time director of the Company retires by rotation and being eligible offers himself for

re-appointment at the ensuing Annual General Meeting.

15. DIRECTORS RESPONSIBILITY STATEMENT:

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

a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

c. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The directors have prepared the annual accounts on a going concern basis;

e. the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively.

16. BOARD MEETINGS:

During the financial year 15 (Fifteen) board meetings were duly convened on following dates:

S.No. Date of Board meeting	No. of directors required to attend meeting	No. of directors present at the meeting
1. 15-04-2025	6	6
2. 22-05-2025	6	6
3. 07-06-2025	6	6
4. 10-06-2025	6	4
5. 17-06-2025	6	6
6. 23-06-2025	6	6
7. 27-06-2025	6	6
8. 27-06-2025	6	6
9. 24-07-2025	6	6
10. 15-10-2025	5	5
11. 10-11-2025	5	5
12. 13-11-2025	6	6
13. 26-11-2025	6	5
14. 14-03-2026	6	6
15. 25-03-2026	6	6

The necessary quorum was maintained in all the said meeting. The attendance of the Board members is given as under:

S.No Name of the Director	No. of meeting entitled to attend	No. of meetings attended
a) Mr. Manoj Parasrampuria	15	14
b) Mr. Manish Parasrampuria	15	14
c) Mr. Anubhav Parasrampuria	15	14
d) Mr. Kamlesh Kumar Dewangan	9	9
e) Mrs. Jonu Agrawal	15	15
f) Mr. Chiman Lal Agrawal	15	15
g) Mr. Sanjeet Singh	4	4

17. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) & (7) of the Companies Act, 2013 and 16(b) of the Listing Regulations so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the rules made there under and Listing Regulations.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA). Further, as per the declarations received, all the Independent Directors of the Company have either passed or were exempted to clear online proficiency test as per the first proviso to Rule 6(4) of the MCA Notification dated October 22, 2019 and December 18, 2020.

18. MEETING OF THE INDEPENDENT DIRECTORS:

During the financial year 2025-26, the meeting of the Independent Director was held in accordance with applicable regulations. At this meeting, the Independent Directors discussed various key matters, including - Growth strategies, Flow and quality of information shared with the Board, Business strategy and leadership strengths, Compliance and corporate governance, Human resource-related issues, Performance evaluation of Executive Directors. The meeting provided an opportunity for the Independent Directors to engage in a candid discussion and offer insights on strategic and governance-related matters, thereby contributing to the effective oversight of the Company.

19. EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Companies Act 2013 and rules made there under and as provided under Schedule IV of the Act and Listing Regulations, the Board of Directors has carried out an annual evaluation of its own performance and that of its committees and individual directors.

The performance of the Board and individual Directors was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee Members. The Nomination and Remuneration Committee reviewed the performance of the individual Directors.

Outcome of Evaluation: Board of the Company was satisfied with the functioning of the Board and its Committees. The Committees are functioning well and besides covering the Committees terms of reference, as mandated by law, important issues are brought up and discussed in the Committee meetings. The Board was also satisfied with the contribution of Directors, in their individual capacities.

20. COMMITTEE OF THE BOARD:

a) AUDIT COMMITTEE:

In compliance with the provisions of Section 177 of the Act, the Board has constituted an Audit Committee. The Audit Committee holds discussions with the Statutory Auditors on the Limited Review of the half-yearly, the yearly Audit Plan, matters relating to compliance of Accounting Standards, their observations arising from the annual audit of the Companys accounts and other related matters. The Audit Committee is presented with a summary of internal audit observations and follow up actions thereon.

The Company Secretary acts as the Secretary to the committee. The composition of the Audit Committee as at March 31, 2026 was as under:

Name of Member	Membership	Category
Mr. Chiman Lal Agrawal	Chairperson	Independent Director
Mrs. Jonu Agrawal	Member	Independent Director

Mr. Manoj Parasrampuria Member Chairman & Managing Director

During the year under review, there has been no instance where the recommendations of the Audit Committee have not been accepted by the Board. The terms of reference of the Audit Committee are in accordance with the provision of the Companies Act, 2013 and in line with SEBI Listing Regulations although the listing regulation pertaining to Audit Committee is not applicable to the Company.

b) NOMINATION & REMUNERATION COMMITTEE:

In compliance with the provisions of Section 178 of the Act, the Board has constituted the Nomination and Remuneration Committee (NRC). The Company Secretary acts as the Secretary to the committee and the composition of NRC as on March 31,2026 was as under:

Name of Member Membership Category

Chiman Lal Agrawal	Chairperson	Independent Director
Jonu Agrawal	Member	Independent Director
Manish Parasrampuria	Member	Non-Executive Director

During the year under review, there has been no instance where the recommendations of the Nomination and Remuneration Committee have not been accepted by the Board. The terms of reference of the Nomination and Remuneration Committee are in accordance with the provision of the Companies Act, 2013 and in line with SEBI Listing regulation although the listing regulation pertaining to Nomination and Remuneration Committee is not applicable to the Company.

c) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Board was constituted pursuant to a meeting of the Board of the Company held on 13 th January 2025 comprising of:

Name of the Director	Membership	Category
Mr. Manish Parasrampuria	Chairperson	Non-Executive Director
Manoj Parasrampuria	Member	Chairman & Managing Director
Chiman Lal Agrawal	Member	Independent Director

During the year under review, there has been no instance where the recommendations of the Stakeholders Relationship Committee have not been accepted by the Board. The terms of reference of the Stakeholders Relationship Committee are in accordance with the provision of the Companies Act, 2013 and in line with SEBI Listing Regulations although the listing regulation pertaining to Stakeholders Relationship Committee is not applicable to the Company.

21. NOMINATION & REMUNERATION POLICY:

The Board of Directors of the Company has, on the recommendation of Nomination and Remuneration Committee, framed and adopted a Nomination and Remuneration Policy. The details of criteria for making payment to Whole Time Directors, Non-Executive and Independent Directors are provided under the Nomination and Remuneration Policy of the Company.

The objectives of the Nomination and Remuneration Policy of the Company is to ensure the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors and qualify requirement to run the Company successfully. Further, policy for remuneration to the Directors, Key Managerial Personnel and Other Employee provides for balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The said policy is available on the website of the Company at https://shkraipur.com/Dolicies/Nomination-And- Remunerafion- Policy. P df

a) Remuneration to Managing Director/ Whole-time Directors:

The remuneration/ commission, etc. to be paid to Managing Director / Whole-time Directors, etc. shall be governed as per provisions of the Act and rules made there under or any other enactment for the time being in force and within the overall limits approved by the shareholders of the Company.

b) Remuneration to Non- Executive/ Independent Directors:

Overall remuneration should be reflective of the size of the Company, complexity of the sector/ industry/ Companys operations and the Companys capacity to pay the remuneration.

Independent Directors may be paid sitting fees (for attending the meetings of the Board and of committees of which they may be members). Quantum of sitting fees may be subject to review on a periodic basis, as required.

Overall remuneration (sitting fees) practices should be consistent with the recognized best practices. In addition to the sitting fees, the Company may pay/ reimburse to any Director such fair and reasonable expenditure, as may have been incurred by the Director while performing his/ her role as a Director of the Company.

c) Remuneration to Key Managerial Personnel and Other Employees:

The remuneration to Key Managerial Personnel and Other Employees shall consist of fixed pay and incentive pay, in compliance with the provisions of the Companies Act, 2013, other legislative enactments, if any, and in accordance with the Companys Policy.

The fixed pay shall include monthly remuneration, employers contribution to provident fund, contribution to pension fund, pension schemes, etc. as decided from time to time. The compensation to Senior Management Personnel should be recommended to the Board by the Committee.

22. STATEMENT UNDER RULE 5(2) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The information required under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as below:

The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2025-26, and the percentage increase in remuneration of each Director, Chief Financial Officer, and Company Secretary in the financial year 2025-26. Further, the median remuneration has been calculated on the basis of gross salary for the employees.

S.No. Name of Director / KMP	Designation	% increase in Remuneration	Ratio of remuneration of each Director to median remuneration of employees
1. Anubhav Parasrampuria	Whole Time Director	100%*	4.49:1
2. Kamlesh Kumar Dewangan	Whole Time Director	(14.28)%*	2.25:1
3. Sanjeet Singh	Executive Director	100%*	3.36:1
4. Abhishek Parasrampuria	CFO	50%*	4.49:1
5. Rashmeet Kaur	CS	44%	5.39:1

*Anubhav Parasrampuria was appointed as Whole Time Directors of the Company wef 2i.09.2024. Kamlesh Kumar Dewangan ceased to be whole time director of the company wef i8.09.2025. Sanjeet Singh was appointed as Director of the Company wef i3.i i .2025.

Abhishek Parasrampuria was appointed as Chief Financial Officer wef 26.08.2024.

- The percentage increase in the median remuneration of employees in the financial year 2025-26 was (7.22)%.

- There was a total of 109 permanent employees on the rolls of Company as on 31.03.2026.

- Average % increase in the salaries of employees other than the managerial personnel in the last financial year, i.e. 2025-26 was (11.40)% as against 72.20 % increase in managerial remuneration for the same period. The increase in total managerial remuneration is primarily attributable to the fact that the majority of the managerial personnel who received remuneration during FY 2025-26 were not on the Board for the entire financial year 2024-25. The details regarding the appointment and cessation of managerial personnel have been provided above in the relevant Note.

- There is no increase in remuneration of Directors of the Company during the financial year 2025-26.

- It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of the Company.

No employee was in receipt of remuneration from the Company amounting to Rupees One Crore Two Lakhs or more in aggregate, during the financial year 2025-26, if employed throughout the financial year or Rupees Eight Lakhs Fifty Thousand or more per month, if employed for a part of the financial year. None of the employees other than directors hold 2% or more of the equity shares of the Company.

The statement containing names of top Ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of managerial personnel) Rules, 2014 is furnished as below:

Sr. Name of No. Employee	Designation	Remuner ation drawn (in Rs. lakh)	Nature of employment, whether contractual or otherwise	Qualification	Exper ience (in years )	Date of Joining	Age (in years )	Last Employment held by such employee before joining the company;	% of equity shares held by the employ ee in the compa _ny_	Names of Directors to whom employe e is a relative
1. Ajay Kumar Singh	General Manager	23.00	Consultant	BE	33	01/01/2025	61	Bharat Spirits Pvt Ltd.	Nil	NA
2 L. Prasant Kumar	Vice President (Plant)	12.44	Permanent	B TEC	20	19/1 2/2007	46	NA	Nil	NA
3 *Roopesh Agrawal	Senior Manager (F&A)	11.73	Permanent	CA	15	02/1 2/2024	41	Mahendra Strips Pvt. Ltd.	Nil	Na
4 Shams Naved	Senior Vice President	11.04	Permanent	B Com	18	01/03/2009	57	NA	Nil	NA
5 *Satendra Tiwari	General Manager	8.37	Consultant	Diploma	36	05/05/2025	61	ACC Limited	Nil	NA
6. Vikas Kharait	DGM	7.20	Permanent	Diploma	21	22/07/2015	44	Shilpy Steel Pvt. Ltd.	Nil	NA
7. Lokanadham Sridevi	Accountant	6.94	Permanent	B Com	3	01/04/2023	34	NA	Nil	NA
8. Rashmeet Kaur	Company Secretary & Compliance Officer	6.75	Permanent	CS LLB	5	01/09/2022	28	B R Agrawal & Associates	Nil	NA
9. Anubhav Parasrampuria	Whole Time Director	6.00	Permanent	MBA	8	19/09/2024	27	Indo Chains	Nil	Son of Manish Parasram puria
10. Abhishek Parasrampuria	Chief Financial Officer	6.00	Permanent	BBM	10	26/08/2024	32	Indo Chains (Raipur) Private Limited	Nil	Son of Manoj Parasram puria

Note:

The following employees were employed in the Company for only part of the yean

- Mr. Satendra Tiwari was appointed as General manager w.e.f. 05 th May 2025.

- Mr. Roopesh Agrawal has resigned from the Company w.e.f. 09 th November2025.

23. REMUNERATION TO MD / WTD FROM HOLDING / SUBSIDIARY COMPANY:

The Company does not have any holding or subsidiary company. Hence, no question arises of payment of remuneration or commission to the Managing Director / Whole-time Director of the Company from the holding company or from the subsidiary company.

24. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:

The Company has adequate Internal Financial Controls System over financial reporting which ensures that all transactions are authorized, recorded, and reported correctly in a timely manner. The Companys Internal Financial Controls over financial reporting provides reasonable assurance over the integrity of financial statements of the Company.

The Company has laid down Standard Operating Procedures, Policies and Procedures to guide the operations of the business. Functional heads are responsible to ensure compliance with all laws and regulations and also with the policies and procedures laid down by the management. An independent firm of CAs has been assigned work of internal audit. The report of independent auditors is reviewed by the audit committee and corrective actions are taken.

25. CORPORATE SOCIAL RESPONSIBILITY STATEMENT:

The Corporate Social Responsibility undertaking activities as specified under Schedule VII to the Companies Act 2013 had been approved and adopted by the Board of Directors of the Company. A copy of CSR policy is enclosed herewith as Annexure-B. The content of the CSR policy has been displayed on the Companys website at hffDs://shkraiDur.com/Dolicies/Csr-Policv.Ddf

Further, the Company has constituted CSR Committee of the Board (CSR Committee) pursuant to resolution of the Board dated January 13 th 2025 with the following members:

S. No. Name	Membership	Category
1 Mr. Manoj Parasrampuria	Chairperson	Chairman & Managing Director
2 Mr. Manish Parasrampuria	Member	Non-Executive Director
3 Mr. Chiman Lal Agrawal	Member	Independent Director

The Board of Directors at its meeting held on January 13 th 2025 has duly approved the powers, role and terms of reference of the CSR Committee in accordance with the provisions of Section 135 of the Companies Act, 2013.

The committee met thrice during the financial year 2025-26 and the attendance of the members at these meetings is as follows:

S. No. Name	Attendance at the CSR committee meetings
	17/06/2025	15/10/2025	25/03/2026
1. Mr. Manoj Parasrampuria	Present	Present	Present
2. Mr. Manish Parasrampuria	Present	Present	Present
3. Mr. Chiman Lal Agrawal	Present	Present	Present

CSR Committees Responsibility Statement:

The CSR Committee hereby states that the implementation and monitoring of CSR activities, is in compliance with CSR objectives and Policy of the Company.

During the financial year 2025-26, the company was required to spend Rs 26.74 Lacs towards CSR activities as required under the Companies Act, 2013. After obtaining the necessary approval from the CSR Committee and Board of Directors of the Company, the Company has spent Rs. 26.96 Lacs towards CSR activities, in excess of the minimum CSR Contribution required.

The report on CSR activities in compliance with Section 135 of the Companies Act 2013 is annexed as Annexure-C with this Directors report.

26. AUDITORS:

a) STATUTORY AUDITOR & AUDITORS REPORT:

M/s A.C. Bhuteria & Co., Chartered Accountants; (Firm Registration No. 303105E) was appointed as the Statutory auditor of the Company, based on the proposal and recommendation of the audit committee and the Board of directors of the Company, by the members at the 21 st Annual General Meeting of the Company, to hold office for a period of five financial years from the conclusion of the 21 st Annual General Meeting until the conclusion of 26 th Annual General Meeting of the Company to be held in the calendar year 2029.

The report of the Statutory Auditors of the Company forms part of the annual report. The Statutory Auditors have issued Audit Report with modified opinion on the Financial Statements of the Company for the year ended 31st March 2026.

? Details of Audit Qualification: Non-assessment of Labour Codes notified by the Government Of India vide notification dated 21st November, 2025, has notified the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020 (collectively referred to as the Labour Codes), which consolidate and replace existing multiple labour legislations.

? Management reply: The Company is in the process of assessing the implications arising out of the Labour Codes notified by the Government of India and the related rules thereunder. Considering the stage of implementation and the fact that the impact assessment involves various assumptions and interpretations, the financial effect thereof is presently not capable of being reasonably estimated and accordingly, no quantification has been considered in the financial results.

The Notes on the Financial Statement referred to in the Audit Report are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) (f) of the Companies Act, 2013.

During the year under review, the statutory auditors have not reported to the Audit Committee under section 143(12) of the Companies Act, 2013, any instance of fraud committed against the Company by its officers or employees.

b) SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Board had appointed M/s Anuradha Acharya & Co., Practicing Company Secretary (COP No. 13828, Peer Review Certificate No. 5234/2023) as Secretarial Auditor, to conduct Secretarial Audit for the financial year 2025-26.

The Secretarial Audit Report is annexed as Annexure-D to this Report. The Secretarial Audit Report contains observations relating to three instances of penalty/environmental compensation imposed on the Company during the year, details of which are set out in the Secretarial Audit Report. The Company has paid the said amounts and has taken corrective steps to strengthen compliance in the areas concerned. Save as stated above, the Secretarial Audit Report does not contain any other qualification, reservation or adverse remark.

c) INTERNAL AUDITORS & THEIR REPORT:

Pursuant to the provisions of the section 138 of the Companies Act, 2013 and rule 13 of the Companies (Accounts Rules) 2014, and other applicable provisions, if any, of the Companies Act, 2013 read with Rules made thereunder (including any statutory modification(s) or enactment thereof for the time being in force) and on recommendation of audit Committee, the Board had appointed M/s R D N A AND CO LLP, Chartered Accountants (FRN: 004435C/C400033) as Internal Auditor, to conduct Internal Audit for the financial year 2025-26.

The Internal Auditor conducts the internal audit of the functions and operations of the Company and report to the audit Committee and the Board from time to time. There are no qualifications or adverse remarks of the Internal Auditor in the Report issued by them for the Financial Year 2025-26 which calls for any explanation from the Board of Directors.

d) COST AUDITOR AND MAINTENANCE OF COST RECORDS:

The Company is not required to maintain Cost Records of the product of the Company as prescribed by the Central Government under provision of Section 148(1) of the Companies Act, 2013.

27. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS:

As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R. 111 (E) on 16 th February 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations,2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f., 1 st April, 2017. As your Company is listed on SME Platform of NSE, it is covered under the exempted category and not required to comply with IND-AS for preparation of financials statements.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year 2025-26, all contracts, arrangements, and transactions entered into by the Company with related parties were in the ordinary course of business and on an arms length basis, and were in the best interest of the Company. Accordingly, such transactions do not fall within the purview of Section 188(1) of the Companies Act, 2013.

Further, the Company has adopted a Policy on Materiality of Related Party Transactions at its Board Meeting held on August 26, 2024. As per the criteria laid down in the said policy and in accordance with the applicable provisions of law, no material related party contracts, arrangements, or transactions (including those conducted on an arms length basis) were entered into by the Company during the year.

In view of the above, the Company is not required to disclose any related party transactions in Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013:

A. ENERGY CONSERVATION:

i. Steps taken for Conservation of energy.	The Company has taken adequate measures to conserve energy by continuous monitoring and effective use of energy, which is a continuous process. The Company follows a comprehensive approach to encourage energy efficiency in its operations starting with continuous awareness amongst employees, explaining the environment related challenges in business and solutions.
ii. Steps taken by the Company for utilizing alternate sources of energy.	The solar power plant continues to be in operation.
iii. Capital investments on energy saving equipment.	Nil

B. TECHNOLOGY ABSORPTION:

The nature of the business of the Company and its activities do not involve any technology absorption or expenditure on research and development.

i. Efforts made towards technology absorption.	No major technology has been adopted by the Company during the year.
ii. Benefits Derived	N.A.
iii. Technology imported during the last 3 years:	Nil
Details of technology	N.A.
Year of Import	N.A.
Whether the technology fully absorbed	N.A.
Areas where absorption has not taken place and reason thereof. (If not fully absorbed)	N.A.
iv. Expenditure incurred in Research & Development during the year.	Nil

Amount in Rs.

Particulars	2025-26	2024-25
a) Foreign Exchange Earnings	Nil	Nil
b) Foreign Exchange Outgo	Nil	Nil

30. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURT:

There is no significant and material order passed by the regulators/court which would impact the going concern status of the Company.

31. RISK MANAGEMENT POLICY:

The Company has developed and implemented risk management policy including identification therein of elements of risk, if any, which in the opinion of the Board, may threaten the existence of the company. The risk management includes identifying types of risks and its assessment, risk mitigation and monitoring and reporting.

32. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider T rading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.

The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed on the Companys website at https://shkraipur.com/policies/Code-Of-Practices-And-Procedures-For-Fair-Disclosure-Of- Upsi.pdfRsv=2025.

33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company is committed to provide a healthy environment to all employees that enable them to work without the fear of prejudice and gender bias. Your Company has in place a Prevention of Sexual Harassment (POSH) Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Company through this policy has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and your Company has complied with its provisions.

Further, disclosure of number of complaints are as under:

Particulars	No. of complaints
a. number of complaints of sexual harassment received in the year (FY 202526)	0
b. number of complaints disposed off during the year (FY 2025-26)	0
c. number of cases pending for more than ninety days (FY 2025-26)	0

34. DISCLOSURE ON SECRETARIAL STANDARDS:

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively

35. VIGIL MECHANISM:

The Company has established a Whistle Blower Policy/ Vigil Mechanism in compliance with the provision of Section 177(10) of the Companies Act, 2013 for the genuine concerns expressed by the employees and Directors about the unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct. The Company provides adequate safeguards against victimization of employees and Directors who express their concerns. The Board has approved the policy for vigil mechanism which is available on the website of the Company at https://shkraipur.com/policies/Vigil- Mechanism-&-Whistler-Blower-Policy.pdf

No individual in the Company has been denied access to the Audit Committee or its Chairman during the financial year ended 31 st March 2026.

36. CORPORATE GOVERNANCE:

During the year under review, the requirements specified in regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para-C, D and E of Schedule V of SEBI (LODR) Regulations, 2015 are not applicable to the Company.

37. ANNUAL RETURN:

The Annual Return of Company for the F.Y. 2025-26 will be available on the Companys website https://shkraipur.com/annual.html

38. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

In terms of the requirements of Regulation 34(2)(e) of SEBI (LODR) Regulation 2015, a Management Discussion and Analysis Report are set out as a separate section in this Annual Report which forms an integral part of this report.

39. DETAILS OF DIFFERENCES BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

Your company has not made any one-time settlement with any of its lenders.

40. DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016:

There were no applications made during the financial year 2025-26 by or against the company and there are no proceedings pending under the Insolvency and Bankruptcy Code 2016.

41. COMPLIANCES UNDER MATERNITY BENEFIT ACT 1961:

The Company is in compliance with the applicable provisions of the Maternity Benefit Act 1961.

42. GENERAL:

Your directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

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

- Issue of shares (including sweat equity shares) to employees of the Company under any scheme,

- The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

- Transfer of Unpaid and Unclaimed Amounts to Investor Education and Protection Fund (IEPF)

43. GREEN INITIATIVES:

In commitment to keeping in line with the Green Initiative and going beyond it to create new green initiations, an electronic copy of the Notice of the 23 rd Annual General Meeting of the Company along with a copy of the Annual Report is being sent to all Members whose email addresses are registered with the Company/ Depository Participant(s) and is also available at the Companys website at https://shkraipur.com

44. ACKNOWLEDGEMENT:

Your directors take this opportunity to express their sincere thanks to the Central Government and Governments of various states, Financial Institutions, Bankers and Customers for their co-operation and assistance extended.

Your directors also wish to express their deep appreciation for the integrity and hard work of all the employees of the Company at all levels to cope-up the challenging scenario and strive for the growth of our Company.

The Board also takes this opportunity to express their deep gratitude for the continued co-operation and support received from the shareholders.

For, Shri Hare-Krishna Sponge Iron Limited

Sd/-
(Manoj Parasrampuria)
Chairman & Managing Director
DIN: 00469018
Add.: Manhari Niwas, 31/267, 01st Floor, N/o Old Guest House, Civil Lines, Raipur, C.G. 492001

Place: Raipur
Date: 02/09/2026