Your directors have pleasure in presenting Twenty Second Annual report of the Company together with Audited Accounts of the Company for the financial year ended on the 31^st March 2025. Ý

FINANCIAL RESULTS:

OPERATIONAL REVIEW: ‘

In FY 2024-25, the Company reported a total income of Rs. 8,360.02 lakh and a profit before tax of Rs 1237.03 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.

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.

TRANSFER TO RESERVE:

The Company has not transferred any amount to the reserves during the financial year 2024-25.

SHARE CAPITAL:

During the financial year under review, the members of the Company at the Extra Ordinary general Meeting held on 20^th June 2024 has approved the increase in Authorized Share capital of the company and thus the Authorised Share capital ofthe'company

has increased from existing Rs. 15,00,00,000 (Rupees Fifteen Crores Only) divided into 15,00,000 {Fifteen Lakhs) Equity Shares of face value Rs. 100/- (Rupees Hundred Only) each to Rs. 20,00,00,000 (Rupees Twenty Crores) divided into 20,00,000 (Twenty Lakhs) Equity Shares of face value Rs. 100/- (Rupees Hundred Only) each, by creation of additional of 5,00,000 (Five Lakhs) Equity Shares of face value Rs. 100/- (Rupees Hundred Only) each shall rank Pari -passu in all respect with the existing Equity Shares of the Company.

Furthermore, the members of the Company at the Extra Ordinary General Meeting held on 04^,h July 2024 has approved the subdivision of 20,00,000 (Twenty lakhs) Equity Shares of Rs 100/- (Rupees Hundred only) each into 2,00,00,000/- (Two Crore) Equity Shares of Rs. 10/- (Rupees Ten Only) each fully paid, in such a manner that 1 (one) equity share of Rs 100/- (Rupees Hundred only) shall constitute 10 (Ten) equity shares of Rs 10/- (Rupees Ten Only) each of the Company, without altering the aggregate amount of such capital.

The details of the Share capital as on 31^st March 2025 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:

The total paid-up share capital of the Company stands at Rs. 14,12,10,500/- (Rupees Fourteen Crore Twelve Lacs Ten Thousand and Five Hundred Only) divided in to 1,41,21,050 (One Crore Forty-One Lacs Twenty-One Thousand and Fifty Only) equity shares of Rs. 10/- (Rupees Ten Only) each.

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.

CHANGES IN THE NATURE OF THE BUSINESS:

There is no change in the nature of the business of the Company during the financial year 2024-25.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

In terms of Sections 62(1)(C) and 23(l)(a) and other applicable provisions, if any, of the Companies Act 2013, (including any statutory modification(s) or re-enactment thereof, for the time being in force) and in accordance with the provisions of the Memorandum and Articles of Association of the Company and subject to the consent of the Securities and Exchange Board of India (SEBI), Reserve Bank of India (RBI) and all other concerned authorities and departments, the consent of members was accorded to the Board at the Extra ordinary General Meeting held on 26^th July 2024 to create, offer, issue and allot to the public and to such person or persons, from time to time in one or more tranches such number of Equity Shares having Face value of Rs.10.00 each at such premium, as the Board of Directors may deem fit and proper, within the overall limit of upto 52,00,000 Equity Shares and to enlist the Equity share capital of the Company on the recognized Stock Exchange(s) (Including SME platform) as the Board of Directors of the Company may deem fit and proper.

During the period under review, the Company has initiated for establishment of a 5MW captive power plant at our existing manufacturing facility in Siltara, Raipur, Chhattisgarh, to reduce energy costs and ensure a reliable power supply.

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.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENT:

During the financial year 2024-25, 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.

CHANGES IN DIRECTORS AND KMP:

• Constitution of the Board of Directors and KMP:

During the financial year 2024-25, the following changes took place in the constitution of the Board of Directors and KMP of the Company:

After the closure of the financial year 2024-2S, Mr. Komlesh Kumar Dewangon has been appointed as Whole Time Director of the Company for a period of three years with effect from 09^th April 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. Manish Parasrampuria, director of the Company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

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

a. In the preparation of the annua! 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 that period;

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

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company in accordance with the provisions of section 149 (7) of the Companies Act, 2013 regarding meeting the criteria of Independence laid down under section 149 (6) of the Companies Act 2013 and the rules made thereunder. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

EVALUATION OF PERFORMANCE OF THE BOARD. ITS COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act 2013, 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.

The criteria for performance evaluation of the Board include aspects like Board composition and structure, effectiveness of Board processes, information and functioning etc, The criteria for performance evaluation of Committees of the board include like composition of Committees, effectiveness of committee meetings, committee dynamics, etc. The criteria for performance evaluation of the individual directors include aspects like contribution to the Board and committee meetings, professional conduct, roles and functions etc.

NOMINATION & REMUNERATION POLICY:

The Company's policy relating to appointment of Directors, payment of Managerial remuneration. Director's qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act 2013 is attached as Annexure-B which forms part of this report. The constitution of Nomination & Remuneration Committee has been disclosed in the website of the Company, at URL, httos://www.shkraipur.com/board-committees.htinl.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:

The Company has adequate internal financial control with reference to financial statements and such controls were tested and no reportable material weakness in the design or operation was noticed. The internal financial control of the company is adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention and detection of frauds and errors, safeguarding of the assets, and that the business is conducted in an orderly and efficient manner.

During the year under review, the Company reconstituted the Corporate Social Responsibility (CSR) Committee on multiple occasions. The details of the CSR Committee's composition, dates of meetings held, and attendance of members are provided in Point 2 of the Annual Report on CSR, attached as Annexure-D to this Director Report.

The Board of Directors at its meeting held on lB^tn January 2025 has duly re-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, and policy framed for CSR which was adopted in the Board meeting held on 12^,h May 2021 has been disclosed as an Annexure-C of the Company.

CSR Committee's Responsibility Statement:

CSR Committees 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 2024-25, the Company was required to spend Rs. 26,75,155 towards Corporate Social Responsibility (CSR) activities, in compliance with the provisions of the Companies Act, 2013. In the previous financial year 2023-24, the Company had spent Rs. 1,86,006 in excess of the amount mandated under sub-section (5) of Section 135 of the Act.

With the approval of the Board through a resolution passed at its meeting, it was decided to set off the excess amount spent in FY 2023-24 against the CSR obligation for FY 2024-25, as permitted under the applicable provisions.

Accordingly, after adjusting the excess expenditure, the net CSR liability for FY 2024-25 stood at Rs. 24,89,149. The Company has actually spent Rs. 24,90,679 during the financial year, thereby, exceeding the minimum CSR requirement by Rs. 1,530.

Annual report on CSR expenditure is also attached as Annexure-D with this Directors report.

STATUTORY AUDITOR:

During the financial year 2023-24, M/s Bhandari B.C. & Co., Chartered Accountant tendered their resignation from the office of Statutory auditor of the Company wef 14^th June 2024 due to unforeseen commitments and changes in scope of work.

Consequently, pursuant to the proposal of the audit committee and recommendation of the Board of Directors of the Company, M/s A.C. Bhuteria & Co., Chartered Accountants (Firm Registration No. 303105E) were appointed as the statutory auditor of the company at the Extra Ordinary General Meeting held on 04^lh July 2024 to fill the casual vacancy caused due to resignation of M/s Bhandari B.C. & Co and to hold the office of the Statutory Auditors of the company till the conclusion of 21^st Annual General Meeting.

Thereafter, at the 21^st Annual General Meeting of the Company, the members of the Company, based on the proposal and recommendation of the audit committee and the Board of directors of the Company, approved the appointment of M/s A.C. Bhuteria &Co., Chartered Accountants; (Firm Registration No. 30310SE) 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^,h Annual General Meeting of the Company to be held in the calendar year 2029.

AUDITOR'S REPORT:

There are no qualification or adverse remark given by statutory auditor in its statutory audit report on the financial statement of the company for the financial year 2024-25.

COST AUDITOR AND MAINTENANCE OF COST RECORDS:

The Company is required to maintain cost records as prescribed by the Central Government under sub-section (1) of section-148 of the Companies Act, 2013, The same has been made and maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 148 of the Companies Act 2013.

FRAUD REPORTED UNDER SECTION 143(12):

During the financial year the Company, there were no cases occurred which is falling under section 143(12) of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year 2024-2S, all contracts, arrangements, and transactions entered into by the Company with related parties were in the ordinary course of business and on an arm's 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 arm's 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.

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

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.

BUSINESS RISK MANAGEMENT:

The Company is exposed to several risks. The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. The management has put in place adequate and effective system for the purpose of risk management.

DISCLOSURE UNDER THE SEXUAL HARRASHMENT OF WOMAN AT WORKPLACE (PREVENTION. PROHIBITION AND REPRESSED ACT. 2013:

The Company has constituted and maintained internal complaints committee. Your directors further state that during the financial year, there were no complaints received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DISCLOSURE ON 5ECRETRIAL STANDARD: .

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

VIGIL MECHANISM:

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established,

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.

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

There were no applications made during the financial year 2024-25 by or against the company and there are no proceedings pending under the Insolvency and Bankruptcy Code 2016.

ACKNOWLEDGEMENT:

The Board of Directors takes the opportunity to express their appreciation for support and co-operation extended by all the stakeholders. The Directors appreciate the support the Company from the auditors and Central/ State Government Authority