Super Iron Foundry Ltd Directors Report

Boards Report

Dear Members,

Your Directors take pleasure in presenting the 38^th Annual Report together with Audited Financial Statements of the Company for the financial year ended March 31, 2026.

KEY FINANCIAL HIGHLIGHTS

		(Rs. In Lakhs)
	Standalone
	fy 2025-26	FY 2024-25
Revenue from Operations	18,539.39	15,869.68
Other Income	186.91	794.64
Total Income	18,726.30	16,664.32
Less: Operating Expenditure	13,439.57	10,910.98
Less: Finance Costs	717.86	847.80
Less: Depreciation and Amortisation Expense	973.75	552.49
Less: Other Expenses	2,859.03	2,928.34
Profit Before Exceptional Item & Tax	736.09	1,424.70
Less: Exceptional Item	-	-
Profit/(Loss) Before Tax	736.09	1,424.70
Less: Deferred Tax	88.38	229.86
Less: Current Tax	141.04	119.63
Profit/(Loss) After Tax	506.67	1,075.21
Profit/(Loss) Carried to Balance Sheet
Earnings Per Share (EPS)
Basic (Rs.)	2.17	6.26
Diluted (Rs.)	2.17	6.26

 

		(Rs. In Lakhs)
Particulars	Consolidated
	FY 2025-26	FY 2024-25
Revenue from Operations	25,594.84	15,869.68
Other Income	185.67	794.64
Total Income	25,780.51	16,664.32
Less: Operating Expenditure	19,236.08	10,910.99
Less: Finance Costs	720.19	847.80
Less: Depreciation and Amortisation Expense	974.07	552.49
Less: Other Expenses	2,953.94	2,928.34
Profit Before Exceptional Item &Tax	1,896.23	1,424.70
Less: Exceptional Item	0	0
Profit/(Loss) Before Tax	1,896.23	1,424.70
Less: Deferred Tax	88.39	229.86
Less: Current Tax	141.48	119.63
Profit/(Loss) After Tax	1,666.36	1,075.21
Profit/(Loss) Carried to Balance Sheet
Earnings Per Share (EPS)
Basic (Rs.)	7.12
Diluted (Rs.)	7.12

PERFORMANCE, RESULT OF OPERATIONS AND THE STATE OF THE COMPANYS AFFAIRS (STANDALONE)

During the year, the Company recorded a revenue from operations of Rs.18,539.39 Lakhs, compared to Rs.15,869.68 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.

PERFORMANCE, RESULT OF OPERATIONS AND THE STATE OFTHE COMPANYS AFFAIRS (CONSOLIDATED)

During the year, the Company recorded a revenue from operations of Rs.25,594.84 Lakhs. 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 2025-26 in order to strengthen the Companys liquidity position and support its working capital requirements.

TRANSFER OF DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The 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.506.67 Lakhs of profit to Reserves of the Company for the year ended March 31, 2026 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 of the Company is available on the Companys website at https://superironfoundrv.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 United Arab Emirates (UAE) and Kingdom of Saudi Arabia (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.

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 2025-26, and is annexed as Annexure-VIII.

FUTURE PROSPECTS

The Company started with a manufacturer and exporter of municipal castings. It 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.

CAPITAL STRUCTURE Authorized Share Capital

During the financial year under review, the Authorized Share Capital of the Company stood at Rs.24,00,00,000/-(Rupees Twenty- Four Crores only) divided into 2,40,00,000 (Two Crores and Forty Lakhs only) equity shares of Rs.10/- (RupeesTen only) each.

Issued and Paid-up Capital

During the financial year under review, Issued and Paid-up capital of the Company stood at Rs.23,39,37,000/- (Rupees Twenty- Three Crores Thirty Nine Lakhs and Thirty Seven Thousand Only) divided into 2,33,93,673 (Two Crores Thirty Three Lakhs Ninety Three Thousand Six Hundred and Seventy Three only) equity shares of Rs.10/- (Rupees Ten only) each.

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 March 31, 2026, all Equity Shares of the Company are held in dematerialized form. The breakup of the Equity Shares held in dematerialized as on March 31, 2026, is as follows:

Mode	No of Shares	% to Capital
Share in Demat Mode with	2,17,44,273	92.95
CDSL
Share in Demat Mode with	16,49,400	7.05
NSDL
Total	2,33,93,673	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 financial year 2025-26, the Company was assigned a credit rating of IVR BBB- by Infomerics Valuation and Rating Private Limited (Infomerics). The rating indicates an adequate degree of safety regarding timely servicing of financial obligations, with moderate credit risk.

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

As on March 31, 2026, the Company has two Wholly Owned Subsidiaries, namely SIF Saudi Arabia Company Limited and SIF International FZE, Sharjah, United Arab Emirates.

SIF Saudi Arabia Company Limited is a wholly owned subsidiary of the Company incorporated in the Kingdom of Saudi Arabia. The Company has been established to undertake and facilitate the business activities of the SIF Group in the Kingdom of Saudi Arabia and to explore and develop business opportunities in the international market.

SIF International FZE, Sharjah, United Arab Emirates is a wholly owned subsidiary of the Company incorporated on 04th June, 2025 in Sharjah, United Arab Emirates. The subsidiary has been established with the objective of facilitating the Companys international business operations, expanding its presence in overseas markets and exploring business and commercial opportunities in the Middle East and other international markets.

The financial statements of the aforesaid subsidiaries, as applicable, are considered for consolidation with the financial statements of the Company in accordance with the applicable provisions of the Companies Act, 2013 and the applicable Accounting Standards/lndian Accounting Standards.

The details of the subsidiaries has been annexed in the prescribed format AOC-1 and marked as Annexure-ll.

MEETINGS OF THE BOARD

During the financial year 2025-26,11 (Eleven) Board Meetings were held.

		Attendance
Date of the Meeting	Total Number of Directors as on the date of meeting	Number of Directors Attended	% of Attendance
May 27,2025	5	5	100%
June 17,2025	5	5	100%
June 24,2025	5	5	100%
July 18,2025	5	5	100%
September 5,2025	5	5	100%
October 17,2025	5	5	100%
November 14,2025	5	5	100%
December 6,2025	5	5	100%
December 17,2025	5	5	100%
January 30,2026	5	5	100%
March 30,2026	5	5	100%

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.

Provided that the provisions of Regulation 23 is applicable on our company as it has listed its specified securities on the SME Exchange and its paid up equity share capital exceeds Rupees Ten crore, as on the last day of the previous financial year.

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 March 31,2026, 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.

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.

The Board of Directors, at its meeting held on July 18, 2025 took note of and accepted the resignation of Sanchita Rameka from the position of Company Secretary and Compliance Officer and placed on record its appreciation for the valuable services and contribution rendered by her during her tenure with the Company.

The Board of Directors, at its meeting held on October 17,2025, considered and approved the appointment of Ms. Ekta Benia as the Company Secretary and Compliance Officer of the Company with effect from October 17, 2025, in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

However, Ekta Benia resigned from the post of Company Secretary and Compliance Officer with effect from April 6,2026 and Mr. Prashil Singh was appointed as the Company Secretary and Compliance Officer of the Company in the board meeting held on April 7,2026.

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 reappointed 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:

SI 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. Mr. Prashil Singh	Company Secretary & Compliance Officer

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 March 31,2026, 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 4, 2026, 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.

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-lll.

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:

SI 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:

SI 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 Non Independent Director	Member

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:

SI No Name	Designation	Position held in Committee
1 Mr. Abhishek Saklecha	Non-Executive Non Independent Director	Chairperson
2 Mr. Mohit Saluja	Independent Director	Member
3. 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://www. superironfoundrv.com/policies.php.

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 and can be accessed at https://www. superironfoundrv.com/policies.php.

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://www.superironfoundrv.com/policies.php.

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 and can be accessed at https://www.superironfoundrv. com/policies.php.

CORPORATE SOCIAL RESPONSIBILITY

The provisions relating to Corporate Social Responsibility ("CSR") under Section 135 of the Companies Act, 2013, were applicable to the Company for the financial year 2025-26. The Company has duly acknowledged its CSR obligations and has undertaken to contribute towards the prescribed CSR expenditure in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

The Company remains committed to fulfilling its CSR responsibilities and contributing towards initiatives aimed at promoting social welfare and sustainable development. The details of the contribution made by the Company has been annexed and is marked as Annexure-I.

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-IV to this Report. However, as per the provisions of Section 136 of the Act, the Reports and Accounts for the financial year 2025-26 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. Baid Agarwal Singhi & Co, Chartered Accountants (Firm Registration Number: 328671E), are 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 Lai Jalan & Associates (Firm Registration Number: 000521) was appointed as the Cost Auditor of the Company for financial year 2026-27.

The remuneration proposed to be paid to them for the financial year 2026-27 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 2025-26.

The report of the Secretarial Auditor is annexed as AnnexureV 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, Amit Khetan & Co., Cost Accountants 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 Amit Khetan & Co., Cost Accountants 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 March 31,2026, 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 31,2026.

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 2025-26.

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-VI 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

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the financial year 2025-26 in the prescribed format, AOC-2 has been enclosed as Annexure-VII with the report. Your attention is drawn to the Related Party disclosure in Note no. 56 of the Standalone Financial Statements.

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://www.superironfoundrv.com/ policies.

The Related Party Transactions, wherever necessary, are carried out by the Company as per this Policy.

There were no materially significant related party transactions entered into by the Company during the year, which may have a potential conflict with the interest of the Company at large.

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) The 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.

	For and on behalf of the Board of Directors
	Super Iron Foundry Ltd
	Akhilesh Saklecha	Abhishek Saklecha
Place: Kolkata	Managing Director	Director
Date: September 2,2026	DIN: 00532572	DIN: 00532595