Super Iron Foundry Ltd Directors Report

Dear Members,

Your Directors take pleasure in presenting the 37^th Annual Report together with Audited Financial Statements of the Company for the Financial Year ended 31 March, 2025.

KEY FINANCIAL HIGHLIGHTS (STANDALONE) (Rs. In Lakhs)

Particulars	Standalone
	FY 2024-25	FY 2023-24
Revenue from Operations	15,869.68	15,482.99
Other Income	794.64	204.03
Total Income	16664.32	15687.02
Earnings Before Interest, Taxes, Depreciation, Amortisation and Exceptional Item
Less: Operating Expenditure	10910.98	10128.29
Less: Finance Costs	839.93	786.96
Profit Before Tax, Depreciation/Amortization
Less: Depreciation and Amortisation Expense	552.49	515.92
Less: Other Expenses	2936.22	3783.86
Profit Before Exceptional Item & Tax
Less: Exceptional Item
Profit / (Loss) Before Tax	1424.70	471.98
Less: Deferred Tax	229.86	(20.46)
Less: Current Tax	119.63	98.37
Profit / (Loss) After Tax	1075.21	394.07
Profit / (Loss) Carried to Balance Sheet
Earnings Per Share (EPS)
Basic	4.60	2.39
Diluted	4.60	2.39

PERFORMANCE, RESULT OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

During the year, the Company recorded a revenue from operations of Rs.15,869.68 lakhs, reflecting a growth of 2.49% compared to Rs.15,482.99 lakhs in the previous financial year. This positive growth underscores the Companys consistent performance and market resilience. Further financial details and insights can be referred to in the Audited Financial Statements.

The Companys overall affairs remain stable, and it has made substantial progress in advancing its strategic objectives, laying a strong foundation for sustained growth in the coming years.

DIVIDEND

The Board of Directors has not recommended any dividend for the financial year 2024–2025 in order to strengthen the Companys liquidity position and support its working capital requirements.

TRANSFER OF DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

TRANSFER TO RESERVES

The Board of Directors of the Company proposes to transfer Rs. 1075.21 Lakhs of profit to Reserves of the Company for the year ended March 31, 2025 in view of ploughing back the profits in the company and improving the health of the Financial Statements of the Company.

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013, and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the Companys website at https://superironfoundry.com/annual-return

OPERATIONS

The company set up fully automated plant in 2021 with high pressure moulding lines, automatic pouring and rooting fettling and painting. This is the state of the art plant and require least amount of manpower. With the higher capacity utilisation from the automated plant the labour and manpower cost is expected to go down significantly. The company is trying to foray in railways which has a huge demand for castings. The company has applied for RDSO approval for few new products and is expected to start supplying to the Indian Railways in the current financial year. This will give product line diversification from mainly municipal castings to also new segment and division of Railway castings. Also with the companys wholly owned subsidiaries in UAE and KSA, it is expecting a lot of more sales and market penetration in the Middle Eastern markets this year. The company has a fairly automated plant which is state of the art and it allows the company to produce castings with consistent and repeatable quality with least labour costs. Also the company has long vintage in the municipal castings in the global market with which it has an advantage being a known name globally in the municipal castings markets.

MATERIAL CHANGES AND COMMITMENTS

There has been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report other than as mentioned in the ‘Operations and ‘Other Disclosures" sections of this Directors Report.

Further there has been no change in the nature of the Companys business.

UTILIZATION OF FUNDS RAISED THROUGH IPO:

The Company has utilized the amount of Rs. 68.05 crores raised through Initial Public Offering (IPO) for following purposes:

Funding of Working Capital Requirements: Rs. 29 crores

Repayment/Pre-payment in full or in part of certain borrowings availed by the company: Rs. 16.72 crores

General Corporate Purposes: Rs. 13.01 crores

Issue Expenses: Rs. 9.31 crores

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report forms an integral part of this Report and gives details of the industry structure, developments, opportunities, threats, performance and state of affairs of the Companys business, internal controls and their adequacy, risk management systems and other material developments during the Financial Year 2024-25, and is annexed as Annexure I.

FUTURE PROSPECTS

Our Company started with a manufacturer and exporter of municipal castings. The company is currently supplying it products for infrastructure projects in over 30 countries globally. Distribution and last mile delivery completing the full supply chain which will render margin enhancement for the company and higher market penetration by providing time value and place value to its customers. The company intends to have the distribution facilities in the following countries in the next 5 years – UAE, Qatar, United Kingdom, USA and Australia. Second (2) manufacturing facility outside India – in KSA. This will entail the company to participate in the mega projects of KSA and also having a second manufacturing base outside of India will lead to diversification in manufacturing activity and having more strategic manufacturing location closer to Middle East, Europe and USA. Introducing greener manufacturing with least carbon emissions leaving least carbon footprint for sustainable manufacturing practices.

CHANGES IN SHARE CAPITAL

At the beginning of the Financial Year the Paid-up Share Capital of the Company stood at Rs. 16,49,94,730 divided into 1,64,99,473 Fully Paid-up Equity Shares of Rs. 10 each.

The Board of Directors have a constant vison to enhance the shareholders wealth and to bring about a robust growth of the company. During the year under review the company was converted from a Private Company to a Public Limited Company from a Private Limited Company with approval of the shareholders in the Extra Ordinary General Meeting dated 31^st August, 2024.

The Authorised Share Capital of the Company was increased from Rs. 16,50,00,000 (Rs. Sixteen Crores Fifty Lakhs) divided into 1,65,00,000 Equity Shares of Rs. 10 each to Rs. 18,00,00,000 (Rupees Eighteen Crores) divided into 1,80,00,000 Equity Shares of Rs. 10 each. The said amendment to the Memorandum of Association of the Company was approved by the Shareholders in their meeting held on 03^rd Day of June, 2024.

The Board of Directors of the Company at its meeting held on 11^th July, 2024 had approved the issuance of 5,92,105 equity shares on private placement basis which was further approved by the Shareholders in their meeting held on 13^th July, 2024. The Board thereafter approved allotment of 5,53,000 equity shares in their meeting held on 24^th July, 2024.

The Board of Directors of the Company at its meeting held on 29^th July, 2024 had approved the issuance of 40,000 equity shares on private placement basis which was further approved by the Shareholders in their meeting held on 01^st August, 2024. The Board thereafter approved allotment of 40,000 equity shares in their meeting held on 10^th August, 2024.

The Authorised Share Capital of the Company was further increased from Rs. 18,00,00,000 (Rs. Eighteen Crores) divided into 1,80,00,000 Equity Shares of Rs. 10 each to Rs. 24,00,00,000 ( Rupees Twenty Four Crores) divided into 2,40,00,000 Equity Shares of Rs. 10 each. The said amendment to the Memorandum of Association of the Company was approved by the Shareholders in their meeting held on 13^th Day of September, 2024.

The Company has issued 63,01,200 Equity Shares of Rs. 10/- each at a Premium of Rs. 98/- each aggregating to Rs. 680,530,000/- through Initial Public Offer.

The Issued, Paid up and subscribed capital of the Company stood at Rs. 23,39,36,730 divided into 2,33,93,673 Equity Shares of the Face value of Rs. 10 each.

Type of Shares	Authorised Share Capital		Paid-up Share Capital
	As at 31.03.2025	As at 31.03.2024	As at 31.03.2025	As at 31.03.2024
Equity Shares	24,00,00,00	16,50,00,000	23,39,36,730	16,499,500

DETAILS OF INITIAL PUBLIC OFFER (IPO):

During the Financial Year 2024-25, Company has successfully completed its Initial Public Offer (IPO).The Company has made a fresh issue of 63,01,200 Equity Shares of Rs. 10/- each at a Premium of Rs. 98/- each aggregating to Rs. 680,530,000/- through Initial Public Offer to various categories of investors including Qualified Institutional Buyers, Retail Individual Investors, Non-Institutional Investors, Non-Resident Indians, and Registered Foreign Portfolio Investors, as permitted under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable laws The fresh Equity Shares allotted rank in all respects pari- passu with the existing Equity Shares of the Company.

The Equity Shares of Super Iron Foundry Limited have been listed on SME Platform of BSE Ltd with effect from March 19, 2025.

LISTING OF SHARES

Your Companys equity shares are listed at SME platform of BSE Ltd. The Company has paid the annual listing fee for the financial year 2024-25.

DEPOSITS

During the year, Company has not accepted or renewed any deposits from the public in terms of the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013, and the rules made thereunder hence information regarding outstanding deposits is not required.

DEMATERIALISATION OF SHARES:

As on 31^st March, 2025, all Equity Shares of the Company are held in dematerialized form. The breakup of the Equity Shares held in dematerialized as on 31^st March, 2025, is as follows:

Mode	No of shares	% to Capital
Share in Demat Mode with CDSL	21571473	92.21
Share in Demat Mode with NSDL	1822200	7.79
Total	23393673	100

The ISIN of the Company is INE16IQ01014 and Registrar and Share Transfer Agent (RTA) of the Company is M/s. MUFG Intime India Private Limited.

CREDIT RATING

During the year, Infomerics Ratings has upgraded the Companys Long-Term Issuer Rating to ‘IVR BBB – from ‘IVR BB+ from infomerics and reaffirmed its rating on the short term bank facilities as "IVR BBB –" with a Stable Outlook.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

During the year under review, there were no significant or material order passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to the Financial Statements are considered to be commensurate with the size, scale and nature of the operations of the Company. The system encompasses the major processes to ensure reliability of financial reporting, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources. There is adequate MIS (Management Information System) which is reviewed periodically by functional heads.

The Internal Auditor of the Company monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating system, accounting procedures and policies at all locations of the Company. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. Based on the Internal Audit Reports, process owners take corrective actions in their respective areas and thereby strengthen the controls. The Report is presented before the Audit Committee for review at regular intervals.

DETAILS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company was in the process of incorporating its Wholly Owned Subsidiary in Kingdom of Saudi Arabia namely SIF Saudi Arabia Company Limited as on 31 March, 2025.

MEETINGS OF THE BOARD

During the Financial Year 2024-25, 22 (twenty-two) Board Meetings were held.

The maximum time gap between any two Board meetings was less than 120 days as stipulated under the Companies Act, 2013.

CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the compliance with Corporate Governance provisions as specified in Regulation 17 to 27 and clause (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V is not applicable on the listed entity which has listed its specified securities on SME Platform.

Since your Companys Equity Shares are listed on the SME Platform of BSE Limited, the provisions of Corporate Governance under SEBI Listing Regulations are not applicable on the Company.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31^st March, 2025, the Board of Directors of the Company comprises of 5 (Five) Directors out of which 3 (Three) are Non-Executive Independent Directors. The Board composition is in compliance with the requirements of the Act, the SEBI Listing Regulations and the circulars / directions / notifications issued by therein. The Board of Directors at their meeting held on 30th August, 2024 appointed Mr. Mohit Saluja (DIN:07525784) and Mrs. Aashika Agarwal (DIN:10418724) as Additional Independent Directors of our Company and they were further regularized by the Shareholders as Independent Directors in the Extra Ordinary General Meeting held on 31st August, 2024.

The Board of Directors at their meeting held on 12th September, 2024 appointed Mr. Anjul Kumar Singhania (DIN:09733067) as Additional Independent Directors of our Company and he was further regularized by the Shareholders as Independent Directors in the Extra Ordinary General Meeting held on 13^th September, 2024.

Mr. Lakshmi Nivas Pandey was appointed as the Chief Financial Officer (CFO) of the Company pursuant to Section 203 of The Companies Act, 2013 read with Rule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 with effect from 30^th August, 2024.

Ms. Malti Jaiswal had resigned from the post of Company Secretary of the Company with effect from 13^th April, 2024 and subsequently, Mrs. Sanchita Rameka was appointed as the Company Secretary of the Company with effect from 11^th July, 2024. (She has resigned from the company as the Company Secretary with effect from 18^th July, 2025) The Board of Directors of the Company at their meeting held on 30^th August, 2024 had appointed Mr. Akhilesh Saklecha (DIN: 00532572) as Chairman & Managing Director of the Company which was approved by the Shareholders at the Extra Ordinary General Meeting held on 13^th September, 2024.

The Board of Directors of the Company at their meeting held on 12th September, 2024 had changed the designation of Mr. Abhishek Saklecha (DIN: 00532595) from Executive Director to Non- Executive Non- Independent Director of the Company which was approved by the Shareholders at the Extra Ordinary General Meeting held on 13th September, 2024.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 Mr. Abhishek Saklecha (DIN: 00532595) Non- Executive Director of the Company shall retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for re-appointment. A brief profile of Mr. Abhishek Saklecha has been included in the Notice convening the ensuing Annual General Meeting of the Company.

All appointments of Directors are made in accordance with the relevant provisions of the Act, the SEBI Listing Regulations, and other laws, rules, guidelines as may be applicable to the Company. The Nomination and Remuneration Committee ("NRC") exercises due diligence inter-alia to ascertain the ‘fit and proper person status of person proposed to be appointed on the Board of Directors of the Company, and if deemed fit, recommends their candidature to the Board of Directors for consideration.

In compliance with Regulation 36(3) of the Listing Regulations and Secretarial Standard-2 on General Meetings, brief resume and other information of all the Directors proposed to be re-appointed are given in the Notice of the forthcoming AGM. The Board of Directors and Key Managerial Personnel (KMP) of the Company comprises of the following:

Sl No.	Name of Director	Designation
1.	Mr. Akhilesh Saklecha	Managing Director
2.	Mr. Abhishek Saklecha	Non Executive Non Independent Director
3.	Mr. Mohit Saluja	Independent Director
4.	Mrs. Aashika Agarwal	Independent Director
5.	Mr. Anjul Kumar Singhania	Independent Director
6.	Mr. Lakshmi Nivas Pandey	Chief Financial Officer
7.	Mrs. Sanchita Rameka	Company Secretary & Compliance Officer*

*She has resigned from the post of Company Secretary & Compliance Officer w.e.f. 18^th July, 2025.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 of the Act, the Directors state that: a) in the preparation of annual accounts for the Financial Year ended 31 March, 2025, the applicable General Accepted Accounting Principles (GAAP) have been followed and there were no material departures requiring any explanation; b) they have 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 of the Company for that period; c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) they have prepared the annual accounts on a ‘going concern basis; e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

As stipulated by the Code of Independent Directors under the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, a Separate Meeting of the Independent Directors of the Company was held on March 04, 2025, to review the performance of Non-Independent Directors (including the Chairman) and the Board as whole. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties. Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board is of the opinion that the Independent Directors fulfil the conditions specified under the Act and the Regulations and are independent of the management.

DECLARATION OF INDEPENDENCE

Mr. Mohit Saluja, Mr. Anjul Kumar Singhania, and Mrs. Aashika Agarwal, Independent Directors, have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

There has been no change in the circumstances affecting their status as Independent Directors of the Company and in the opinion of the Board, the Independent Directors fulfil the conditions specified under the Act and the SEBI Listing Regulations and are independent of the management.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has adopted a framework, duly approved by the Board of Directors for Familiarization Programmes for Independent Directors. The objective of the framework is to ensure that the Independent Directors have a greater insight into the business of the Company that would enable them to contribute more effectively in decision making.

CERTIFICATE OF PRACTICING COMPANY SECRETARY

A certificate from practicing Company Secretary confirming that none of the directors of our company were debarred or disqualified from being appointed or continuing as director of the company by SEBI, Ministry of Corporate Affairs or any other Statutory Authorities forms part of this report and is annexed herewith as Annexure II.

BOARD COMMITTEES

The Board of Directors, in compliance with the requirements of various laws applicable to the Company and for operational convenience, has constituted several committees to deal with specific matters and has delegated powers for different functional areas to different committees. There are three (3) Board Committees which have been constituted viz., Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee and their details are hereunder: The details of composition, terms of reference are hereunder:

AUDIT COMMITTEE

As per provision of Section 177 and other applicable provisions of Companies Act, 2013, read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board has constituted Audit Committee.

The detailed composition of the members of the Audit Committee at present is given below:

Sl. No	Name	Designation	Position held in Committee
1	Mr. Mohit Saluja	Independent Director	Chairperson
2	Mr. Anjul Kumar Singhania	Independent Director	Member
3	Mrs. Aashika Agarwal	Independent Director	Member
4	Mr. Akhilesh Saklecha	Chairman & Managing Director	Member

NOMINATION AND REMUNERATION COMMITTEE

As per the provision of Section 178, Schedule V and other applicable provisions of Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board has constituted Nomination and Remuneration Committee.

The detailed composition of the members of the Nomination and Remuneration Committee at present is given below:

Sl. No	Name	Designation	Position held in Committee
1	Mrs. Aashika Agarwal	Independent Director	Chairperson
2	Mr. Mohit Saluja	Independent Director	Member
3	Mr. Abhishek Saklecha	Non-Executive	Member
		Non Independent Director

STAKEHOLDER RELATIONSHIP COMMITTEE

As per provision of Section 178 sub-section (5) and other applicable provisions of Companies Act, 2013, read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board has constituted Stakeholder Relationship Committee.

The detailed composition of the members of the Stakeholder Relationship Committee at present is given below:

Sl. No	Name	Designation	Position held in Committee
1	Mr. Abhishek Saklecha	Non-Executive	Chairperson
		Non Independent Director
2	Mr. Mohit Saluja	Independent Director	Member
	Mr. Akhilesh Saklecha	Chairman & Managing Director	Member

VIGIL MECHANISM POLICY

The Company has adopted Whistle Blower Policy and established a Vigil Mechanism in compliance with provisions of section 177(9) the Act and Regulation 22 of the SEBI Listing Regulations for the Directors and employees to report genuine concerns and grievances and leak/suspected leak of Unpublished Price Sensitive Information.

This mechanism provides adequate safeguards against victimisation of employees and Directors and also provides for direct access to the Chairperson of the Audit Committee. The Company oversees the vigil mechanism through the Audit Committee of the Company. The said Policy is available at the Companys website and can be accessed at https://superironfoundry.com/policies/

NOMINATION AND REMUNERATION POLICY

The Board has adopted a Nomination and Remuneration Policy recommended by Nomination and Remuneration Committee in terms of the provisions of Section 178 of the Act and Regulation 19 of the Listing Regulations, read with Part D of Schedule II thereto. The Policy governs the criteria for determining qualifications, positive attributes and independence of a Director and lays down the remuneration principles for Directors, Key Managerial Personnel and other employees. The Policy aims to enable the Company to attract, retain and motivate highly qualified members for the Board, Key Managerial Personnel (KMP) and other employees. It enables the Company to provide a well-balanced and performance-related compensation package, taking into account shareholder interests, industry standards and relevant Indian corporate regulations. The policy ensures that the interests of Board members, KMP & employees are aligned with the business strategy and risk tolerance, objectives, values and long-term interests of the Company and will be consistent with the "pay-for-performance" principle and the remuneration to Directors, KMP and employees and involve a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals. The policy lays down the procedure for the selection and appointment of Board Members and KMP and also the appointment of executives other than Board Members, compensation structure for Executive Directors, Non-Executive Directors, KMP and other employees.

The Nomination and Remuneration Policy is available at the Companys website at https://superironfoundry.com/policies/

RISK MANAGEMENT POLICY

The Company has a well-established Risk Management Policy to identify and evaluate business risks. This framework seeks to create transparency, minimise adverse effect on the business objectives and enhance Companys competitive advantage. The key business risks identified by the Company are economic risk, competition risk, industrial risk, environmental risk, foreign exchange risk, payment risk and interest rate risk, etc., and it has proper mitigation process for the same. The Audit Committee reviews this policy and evaluates the risk management systems of the Company, periodically. The web-link for the same is https://superironfoundry.com/policies/

POLICY ON BOARD DIVERSITY AND SUCCESSION PLANNING FOR THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT

A Policy on Board Diversity and Succession Planning for the Board of Directors and Senior Management as devised by the Nomination and Remuneration Committee is in place, to ensure adequate diversity in the Board of Directors of the Company and for orderly succession for appointments on the Board of Directors and Senior Management. The Policy on Board Diversity is available at the Companys website at https://superironfoundry.com/policies/

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company for the Financial Year 2024-25 and hence, your Company is not required to adopt the CSR Policy or constitute CSR Committee during the year under review.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND ITS COMMITTEE AND INDIVIDUAL DIRECTORS

The Nomination and Remuneration Committee of the Board has formulated and laid down Criteria and Manner for Evaluation of Performance of the Board, its Committees and individual Directors pursuant to provisions of Section 178 of the Act and Listing Regulations. As per requirements of Section 134 of the Act, the manner in which formal annual evaluation has been made is disclosed below –

A. The Board evaluated the roles, functions and duties performed by the Independent Directors (IDs) of the Company. Each ID was evaluated by all other Directors but not by the Director being evaluated. The Board also reviewed the manner in which IDs follow guidelines of professional conduct as specified in Schedule IV to the Act. The adherence to Section 149 of the Act, the aforesaid Schedule IV, the Listing Regulations and other applicable provisions of law by the IDs were also reviewed by the Board.

B. Performance review of all the Non-Independent Directors of the Company was made on the basis of the activities undertaken by them, expectations of Board, level of participation, roles played by them, leadership qualities and their overall performance and contribution in the development and growth of the business and operations of the Company. C. The Board evaluated the performance of its Committees on the basis of the processes and procedures followed by them for discharging their functions & duties as per their respective terms of references and as assigned by the Board and laws applicable, their independence from the Board and on the effectiveness of the suggestions and recommendations made by them to the Board. The Board observed the size, structure and expertise of the Committees to be appropriate and in compliance with the Act and the Listing Regulations.

D. The Board evaluated its own performance on the basis of its composition having the right mix of knowledge, skills and expertise required to drive organisational performance and conduct of its affairs effectively, monitoring of Companys performance along with the ability to understand and deal with factors having a significant bearing, developing suitable strategies and business plans at appropriate time and monitoring its effectiveness, implementation of policies and procedures for proper functioning of the Company, frequency of its meetings, efforts made by the Board Members to keep themselves updated with the latest developments in areas.

The evaluation of performance of Board, its Committees and of individual Directors was found to be highly satisfactory.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL (‘KMP) AND PARTICULARS OF EMPLOYEES

The statement pertaining to particulars of employees including their remuneration as required to be reported under the provisions of Section 197(12) of the Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 [including any statutory modification(s) or re-enactment(s) thereof, for the time being in force] (the Rules) are provided in Annexure III to this Report. However, as per the provisions of Section 136 of the Act, the Reports and Accounts for the Financial Year 2024-25 are being sent to the Members and others entitled thereto, excluding this statement. The said statement is available for inspection by the members at the Registered Office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary, whereupon a copy would be sent.

AUDITORS:

STATUTORY AUDITORS AND THEIR AUDITORS REPORT

M/s. U.S. Agarwal & Associates, Chartered Accountant (Firm Registration Number: 314213E), Statutory Auditors of the Company resigned as Statutory auditors of the Company w.e.f 01.08.2024 due to pre-occupations elsewhere.

The Board of Directors appointed M/s. Baid Agarwal Singhi & Co., Chartered Accountants, (Firm Registration Number: 328671E) a Peer Reviewed Firm as their Statutory Auditors in the meeting of the Board of Directors dated 30^th August, 2024 which was approved by the members of the company in their meeting dated 13^th Day of September, 2024, the said appointment was made for filling up the Casual Vacancy caused in the Board by resignation of the erstwhile Auditors, following the provisions of Section 139(8) of the Act.

M/s. Baid Agarwal Singhi & Co, Chartered Accountants (Firm Registration Number: 328671E), were re-appointed as the Statutory Auditors of the Company for a period of four consecutive years till the conclusion of the Annual General Meeting to be held in the year 2028 of the Company.

During the year under review, the Auditors had not reported any fraud under Section 143(12) of the Act, therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Act.

MAINTENANCE OF COST RECORDS AND AUDIT THEREOF

Pursuant to Section 148 of the Act, read together with the Companies (Cost Records and Audit) Rules, 2014, as amended, the Company is required to carry out audit of the cost accounting records of the Company. M/s Sohan Lal Jalan & Associates (Firm Registration Number: 000521) was appointed as the Cost Auditor of the Company for Financial Year 2025-26.

The remuneration proposed to be paid to them for the Financial Year 2025-26 requires ratification of the shareholders of the Company. In view of this, the ratification for payment of remuneration to the Cost Auditors is being sought at the ensuing AGM.

SECRETARIAL AUDITOR AND THEIR REPORT

In terms of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Prateek Kohli & Associates, Practicing Company Secretaries, were appointed to conduct the Secretarial Audit of the Company for the Financial Year 2024-2025. The report of the Secretarial Auditor is annexed as Annexure IV to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INTERNAL AUDITOR

In terms of the provisions of Section 138 of the Act, Ms. Khushboo Agarwal was appointed as the Internal Auditor of the Company for the Financial Year 2025-26. The Audit Committee, in consultation with the Internal Auditor, formulates the scope, functioning, periodicity and methodology for conducting the Internal Audit. The Audit Committee, inter-alia, reviews the Internal Audit Reports.

The Board of Directors of the Company, at their Meeting held on had appointed Ms. Khushboo Agarwal as the Internal Auditor of the Company for the Financial Year 2025-26 on the recommendation of the Audit Committee of Directors of the Company under the provisions of Section 138 of the Companies Act, 2013.

LOANS, INVESTMENTS, GUARANTEES & SECURITIES

During the financial year ended 31st March, 2025, the Company has duly complied with all the provisions of Section 186 of the Companies Act, 2013 and has taken all the necessary approvals in respect of giving of loans, advances and making investments during the period under review. The details of the loan and guarantee given and investment made by the Company is disclosed in the Notes on Accounts of the Financial Statements for the year ended March 31, 2025.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company maintains a zero-tolerance policy towards sexual harassment in the workplace. Our comprehensive policy on prevention, prohibition, and redressal is fully aligned with The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH) and its associated rules. It is committed to providing equal opportunities to all employees, irrespective of their race, caste, sex, religion, colour, nationality, disability, or any other distinguishing characteristic. The Company has in place a Policy in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. In compliance with the provisions of the said Act, an Internal Complaints Committee is in place to redress complaints received regarding sexual harassment.

The Company has not received any complaint of sexual harassment during the Financial Year 2024-25.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo required to be disclosed under Section 134 of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed as Annexure V and forms a part of this Report.

PROHIBITION OF INSIDER TRADING:

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended (PIT Regulations), the Company has adopted the revised "Code of Conduct to Regulate, Monitor and Report

Trading by Insiders" ("the Code"). The Code is applicable to all Directors, Designated persons and connected Persons and their immediate relatives, who have access to unpublished price sensitive information relating to the Company.

DISCLOSURE ON THE COMPLIANCE OF SECRETARIAL STANDARDS

The Company is compliant with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

HUMAN RESOURCES:

Our employees are our core resources and the Company has continuously evolved policies to strengthen its employee value proposition. Your Company was able to attract and retain best talent in the market and the same can be felt in the past growth of the Company. The Company is constantly working on providing the best working environment to its Human Resources with a view to inculcate leadership, autonomy and towards this objective; Our Company makes all efforts on training. Our Company shall always place all necessary emphasis on continuous development of its Human Resources. The belief "Great People create Great Organization" has been at the core of the Companys approach to its people.

RELATED PARTY TRANSACTIONS

All related-party transactions (RPT) entered during the financial year were in the ordinary course of business and on an arms-length basis. The Company has not entered into material significant related-party transactions with Promoters, Directors, Key Managerial Personnel or any other Related Part(ies) which may have potential conflict with the interest of the company at large. Therefore the disclosure of material related-party transactions is not required to be made by our company under Section 134(3)(h) read with Section 188(2) of the Act and rule 8 (2) of the Companies (Accounts) Rules, 2014 in Form AOC 2. The Board has approved a policy for Related Party Transactions which has been hosted on the website of the Company. The web-link for the same is https://superironfoundry.com/policies/. The Related Party Transactions, wherever necessary, are carried out by the Company as per this Policy.

OTHER DISCLOSURES

During the year under review: i) The Company had not entered into any one-time settlement with any Bank or any Financial Institution. ii) The Company has not defaulted in repayment of loans from banks and financial institutions and interest therein. iii) Your Company has complied with Maternity Benefits Act, 1961. iv) Neither any application was made, nor is any proceeding pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

ACKNOWLEDGEMENT

Your Directors record their sincere appreciation for the assistance and co-operation received from the banks, financial institutions, Government authorities, and other business associates and stakeholders. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.