Your Board of Directors hereby submits the report of the business and operations of your Company ("the Company" or "Sarthak") along with the audited financial statements, for the financial year ended 31^st March, 2026.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

(T In Lakhs)

After three years of consolidation, FY26 marked the Company's return to a growth trajectory. The operating environment improved gradually through the year, as India remained one of the most attractive long-term steel markets globally, supported by sustained investments in infrastructure, railways, housing, and manufacturing, while the 12% safeguard duty on flat steel imports introduced in 2025 and stricter quality norms eased the pressure from low-cost imports that had weighed on domestic manufacturers and allied industries over the previous two years. Even so, persistent unfair competition and pricing distortions continued to affect parts of the value chain, particularly specialised downstream products, demanding continued discipline from ancillary suppliers such as our Company.

Our flagship Cored Wires business grew volumes by a healthy 14% during the year, as knowledge-driven marketing, reliable technical support, and consistent product performance helped counter pressure from sub-par quality products. In Aluminium Flipping Coils, we consciously refrained from unviable price competition amid significant overcapacity in the domestic market, protecting profitability. The segment remained subdued through the year, though the fourth quarter brought an encouraging recovery with volumes growing 35% year-on-year, and operations start to normalise as market conditions stabilise and commercial viability improves.

As a result, Revenue from Operations for FY26 stood at T 192.25 Crore, compared to T 178.42 Crore in FY25, representing a year-on-year growth of 8%. EBITDA margins improved to 4.1% in FY26 from 3.9% in FY25. Consequently, Net Profit for FY26 rose 12% to T 4.61 Crore, as against T 4.12 Crore in FY25.

Our diversification strategy delivered visible results. The welding consumables segment, led by Flux Cored Wires, completed its first full year of operations with revenue of T 15.7 Crore, surpassing expectations, with more than 1,400 tonnes sold at average monthly volumes exceeding 115 tonnes. The RDSO approval received from Indian Railways in April 2025, alongside BIS certification, reinforces customer confidence in our product quality. The Company also made a measured entry into biotechnology, with a pilot Solid State Fermentation R&D facility at Nagpur commencing its first fermentation batch in May 2025. Our continued emphasis on value-added products, disciplined capital allocation, and expansion into adjacent categories positions the Company for sustainable growth and enables us to capitalise on emerging opportunities.

2. AMOUNT, IF ANY, WHICH THE BOARD PROPOSES TO CARRY TO ANY RESERVES:

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

3. DIVIDEND:

In order to conserve the resources of the Company, your directors do not recommend any dividend for the year under review.

4. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, the Company amended its Main Object clause of the Memorandum of Association to add the business of Bio-Technology and Enzymes. The said addition in the object was approved on 12^th December, 2025, by the Shareholders of the Company through Postal Ballot.

5. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT:

There have been no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

6. CAPITAL STRUCTURE:

The Paid-up Equity share capital of the Company as on 01^st April, 2025 was T 13,68,97,500/- divided into 1,36,89,750 Equity Shares of T 10/- each. No change was made during the year. The equity share capital thus, as on 31^st March, 2026 was T 13,68,97,500/-.

During the F.Y. 2025-26 your Company has neither issued shares with differential voting rights as to dividends, voting or otherwise nor issued shares (including sweat equity shares) to the employees or directors of the company under any scheme such as bonus, right issue, private placement, preferential allotment or by any other mode as per Companies Act, 2013.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

7.1. Appointments:

7.1.1. Independent Women Director:

The term of Mrs. Rama Kohli, the Independent Women Director of the Company, is going to end on 23^rd August, 2026, to fulfil the vacancy arising out of the end of the tenure of Mrs. Kohli, the Board of Directors, on the recommendation of Nomination and Remuneration Committee, have appointed Mrs. Ushasree Bhagavatula as Additional Independent Women Director of the Company which is subject to the approval of members at their ensuing Annual General Meeting.

The Board of Directors places on record its sincere appreciation and gratitude to Mrs. Rama Kohli, Independent Women Director of the Company, on the completion of her second consecutive term of five years and consequent cessation from the Board with effect from 23^rd of August, 2026.

During her tenure spanning ten years, Mrs. Rama Kohli has provided invaluable guidance, independent judgment, and strategic insights that have significantly contributed to the growth, governance standards, and overall success of the Company. Her unwavering commitment to the principles of corporate governance, ethical business practices, transparency, and stakeholder interests has been exemplary.

The Board acknowledges with gratitude her active participation in the deliberations of the Board and Committees, constructive suggestions, and professional expertise, which have greatly enriched the decisionmaking process of the Company.

All the Independent Directors of your Company have been registered and are members of Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA).

9. STATEMENT ON COMPLIANCE OF CODE OF CONDUCT:

In compliance with the Listing Regulations and the Companies Act, 2013, the Company has adopted the Code of Conduct for the members of the Board and Senior Executives of the Company. The Code is also applicable to Non-Executive Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law.

10. BOARD AND THE COMMITTEE

MEETINGS:

The Board of Directors met 5 (Five) times during the financial year 2025-26. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.

As on 31^st March, 2026, the Board had four committees: the audit committee, the corporate social responsibility committee, the nomination and remuneratio1n

committee and the stakeholder's relationship committee. All committee comprise only independent directors, one of whom is chosen as the chairperson of the committee.

During the year, all recommendations made by the committees were approved by the Board.

A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report in Annexure-A.

11. NOMINATION & REMUNERATION POLICY OF THE COMPANY:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for the selection and appointment of Directors and Senior Management, and for their remuneration.

The Company's remuneration policy is directed towards rewarding performance based on review of achievements periodically. The remuneration policy is in consonance with the existing industry practice. Extract of Remuneration Policy from Nomination and Remuneration policy is annexed to this report as 'Annexure- B' and full policy can be accessed from website of the Company (http://www. sarthakmetals.com/docs/Nomination-and-Remuneration-Policy.pdf).

The code has been amended at the meeting of the Directors which was held on 22^nd May, 2026, the said code of conduct is effective from 1^st June, 2026.

A copy of the Code has been put on the Company's website (https://www.sarthakmetals.com/investors-

code-of-conduct.aspx?mpgid=24). The Code has been circulated to Directors and Senior Executives and its compliance is affirmed by them annually. A declaration signed by the Chief Executive Officer is given below:

"I hereby confirm that the Company has obtained from all the members of the Board and senior executives, affirmation that they have complied with the Code of Conduct for Board of Directors and senior executives in respect of Financial Year 2025-26."

Sd/-

Mr. Mayur Bhatt

Whole-Time Director and CEO

12. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its committees.

The Company believes that formal evaluation of the board and of the individual directors, on an annual basis, is a potentially effective way to respond to the demand for greater board accountability and effectiveness. For the Company, evaluations provide an ongoing means for directors to assess their individual and collective performance and effectiveness.

Having said that, the Company conducted the Board Evaluation process for the assessment of the performance of the entire Board, individual director performance, performance of the Chairperson and review of management support to the Board.

The Company Secretary placed before the Board the questionnaire which included the points of the evaluation and its criteria to review the functioning of the Board, and its Chairman, Directors, Committees and Individual Directors.

The performance of the board was evaluated by the Directors after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5^th January, 2017. In a

separate meeting of independent directors, performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and nonexecutive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

13. FAMILIARIZATION PROGRAMMES FOR BOARD MEMBERS:

The Board of your Company acknowledges that given the roles and responsibility of the Independent Directors and Non-Executive Director of the Company they are from time to time made aware of the Company's business conduct, the strategy, operations and functions of the Company and also from time to time the Independent Directors along with the Non-Executive Director visit the manufacturing facilities of the Company situated at Hathkhoj, Durg, India, to understand the processes of manufacturing of Cored Wires, this enables them to take part in the Board and Committee meeting effectively and efficiently as and when a product related discussion comes before the Board and Committee meetings.

At various Board meetings during the year, the Board members are provided with information/presentations and are given the opportunity to interact with the Senior Management of your Company to help them to understand the Company's strategy/policies, business model, operations, products, markets, organization structure, finance, human resources, technology, quality, facilities and risk management, changes in the regulatory environment applicable to the corporate sector and to the industry in which it operates and such other matters as may arise from time to time.

The policy on familiarization programmes for Independent Directors is posted on the website of the Company and can be accessed at (http://www.sarthakmetals.com/docs/ Familiarization%20of%20Independent%20Directors.pdf).

14. DIRECTORS' RESPONSIBILITY STATEMENT:

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

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c. the directors had 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 had prepared the annual accounts on a going concern basis;

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

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

15. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Company has proper and adequate system of internal controls to ensure that all the assets are safeguarded and protected against losses from unauthorized use or disposition and that transaction are authorized, recorded and reported correctly. The Company has an effective system in place for achieving efficiency in operations, optimum and effective utilization of resources, monitoring thereof and compliance with applicable laws. The auditors have also expressed their satisfaction on the adequacy of the internal control systems incorporated by your company.

16. FRAUDS REPORTED BY THE AUDITOR:

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's report.

17. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

The Company does not have any Subsidiary Company or Joint Venture Company or Associate Company and hence this clause of Directors Report is not applicable.

18. DEPOSITS:

During the year under review, your Company has not accepted, invited and/or received any deposits from public within the meaning of Section 73 & 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 2014, as amended from time to time.

19. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Loans and investment covered under Section 186 of the Act have been disclosed in the financial statements read with Auditors Report, which forms part of this Integrated Annual Report.

The Company has not extended any guarantees in the year under review.

During the year, none of the employees received remuneration in excess of T One Crore Two Lakhs or more per annum, or T Eight Lakhs per month for the part of the year, in accordance with the provisions of Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore, there is no information to disclose in terms of the provisions of the Companies Act, 2013.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arm's length and in the ordinary course of business to further the business interests of the Company. Prior approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm's length basis.

The Company did not have any contracts or arrangements with related parties in terms of Section 188(1) of the Act. Also, there were no material related party contracts entered into by the Company as per the Companies Act, 2013 and rules made thereunder. The disclosure as required under Section 134(3)(h) of the Act in Form AOC-2 is attached as Annexure C. Details of related party

transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone financial statements forming part of this Report.

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same can be accessed on the Company's website - (http://www.sarthakmetals.com/ docs/Policy%20on%20Materiality%20of%20Related%20 Party%20Transactions%20and%20Dealing%20with%20 Related%20Party%20Transactions.pdf).

22. CORPORATE GOVERNANCE REPORT:

Our corporate governance practices are a reflection of our value system encompassing our culture, policies, and relationships with our stakeholders. Integrity and transparency are key to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. Our disclosures seek to attain the best practices in international corporate governance.

Pursuant to Schedule - V of Listing Regulations, Corporate Governance Report along with the Auditors' certificate regarding compliance of conditions of Corporate Governance is made part of this report as Annexure A.

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Regulation 34 read with Schedule - V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Management Discussion & Analysis Report is covered between page no. 30 to 35 of this report.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company believes in giving back to society in some measure that is proportionate to its success in business. In view of this, the Company's Corporate Social Responsibility (CSR) aims to extend beyond charity and enhance social impact.

In this direction, the Company's CSR Committee steers us and as per the Annual Action Plan, the said committee had approved the areas of rural development, eradication of poverty and hunger, education, healthcare and environmental sustainability. CSR has been an integral part of the way the Bansal Group conducts its business since its inception.

We focus on our social and environmental responsibilities to fulfil the needs and expectations of the communities around us. Our CSR is not limited to philanthropy, but encompasses holistic community development, institution-building and sustainability-related initiatives. Our CSR Policy aims to provide a dedicated approach to community development in the areas of rural development, eradication of poverty and hunger, education, healthcare and environmental sustainability. We contribute to serve the development of people by shaping their future with meaningful opportunities, thereby accelerating the sustainable development of society while preserving the environment, and making our planet a better place today and for future generations.

The Corporate Social Responsibility CSR Policy of the Sarthak Metals is aligned with its overall commitment to maintaining the highest standards of business performance. We recognize that our business activities have direct and indirect impact on the society. The Company strives to integrate its business values and operations in an ethical and transparent manner to demonstrate its commitment to sustainable development and to meet the interests of its stakeholders.

Members are requested to refer the Corporate Governance Report forming part of this annual report for the composition of the CSR Committee. The CSR policy of the Company is available on the website of the Company at (http://www.sarthakmetals.com/docs/Corporate-

Social-Responsibility-Policy.pdf).

The annual report on the CSR activities is annexed as Annexure D to this report.

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

A. The provisions relating to conservation of energy and technology absorption, as stipulated in the Companies (Accounts) Rules, 2014, are not applicable to the Company, as its operations are not energy intensive. Nevertheless, in line with the Company's commitment to sustainability and the availability of alternative energy sources, the Board of Directors, at their meeting held on 11^th November, 2022, approved the installation of a rooftop solar power plant. This solar project has contributed to an ~50% decrease in our energy.

26. RISK MANAGEMENT:

During the year, the Company reviewed and strengthened its risk management policy and the risk management framework which ensures that the Company is able to carry out identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company.

27. DETAILS OF ESTABLISHMENT OF WHISTLE BLOWER POLICY FOR VIGIL MECHANISM:

Pursuant to the Section 177 (9) and (10) of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated Whistle Blower Policy for vigil mechanism for Stakeholders, Individual Employees and their representative bodies, to report to the audit committee about the illegal or unethical practices or frauds, or violation of the Company's Code of Conduct.

It gives a platform to the whistle blower to report any unethical or improper practice (not necessarily violation of law) and to define processes for receiving and investigating complaints. The mechanism also provides adequate safeguards against victimization of employees and directors who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee in appropriate and exceptional cases.

The full policy on whistle blower is available at (http:// www.sarthakmetals.com/docs/SML-Whistle-Blower-Policy.pdf).

28. MATERIAL ORDERS OF JUDICIAL BODIES/REGULATORS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.

29. AUDITORS:

29.1. Statutory Auditors':

At the twenty-seventh AGM held on 5^th September, 2022 the Members approved the re-appointment of Begani and Begani, Chartered Accountants (Firm Registration 010779C) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the thirty-second AGM to be held in the year 2027.

29.2. Secretarial Auditors:

At the Thirtieth AGM held on 25^th July, 2025, the Members approved the appointment of

M/s. Nilesh A. Pradhan & Co. LLP, Company Secretaries (Firm Registration No. L2018MH005200), a Practicing Company Secretary for the first term of Five Years commencing from 1^st April, 2025.

29.3. Cost Auditors':

Pursuant to the provisions of Section 148 of Companies Act, 2013 and the rules made thereunder, the Company has appointed Mr. Gajadhar Prasad, Cost Accountants (Membership No. 39559) to undertake the Cost Audit of the Company for the Financial Year ended 31^st March, 2026.

The Board on the recommendation of Audit Committee of the Company, have appointed M/s. Gajadhar Prasad and Co., Cost Accountants (Membership No. 39559) as Cost Auditors to conduct Cost Audit for the Financial Year ended 31^st March, 2027, the remuneration to be paid to Cost Auditors is proposed to be approved by the members at the ensuing Annual General Meeting of the Company.

Pursuant to the provisions of Section 124 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting. Audit, Transfer and Refund) Rules, 2016 as amended which provides that all dividend(s) remaining unpaid or unclaimed for a period of seven years from the date of transfer to Unpaid Dividend Account are required to be transferred to the Investor Education and Protection Fund (IEPF) Authority established by the Central Government.

The Company is making all the efforts to deliver individual notices through emails to the shareholders whose unpaid dividend has not been claimed.

More details are available at the website of the Company at (http://www.sarthakmetals.com/investors-unpaid-dividend.aspx?mpgid=24).

34. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual return as on 31^st March, 2026 is available on the Company's website on https://www.sarthakmetals. com/docs/Annual%20Return%202025-26.pdf.

35. A STATEMENT AS TO WHETHER COST RECORDS IS REQUIRED TO BE MAINTAINED BY THE COMPANY PURSUANT TO AN ORDER OF THE CENTRAL GOVERNMENT AND ACCORDINGLY SUCH RECORDS AND ACCOUNTS ARE MAINTAINED:

The Company is required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and such accounts and records are made and maintained.

36. APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

The Company has not made any application nor any proceeding under the Insolvency and Bankruptcy Code, 2016 is pending, hence this disclosure is not applicable to the Company.

37. THE DETAILS OF DIFFERENCE 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:

During the year under review, the Company has not entered into one-time settlement with any Banks or Financial Institutions, hence this disclosure is not applicable to the Company.

38. DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

At Sarthak, our goal has been to create an open and safe workplace where each and every employee feels empowered to contribute to the best of their abilities, irrespective of gender, sexual preferences or any other classification that has no bearing on the employee's work output. Towards this, the Company has already set up the Internal Complaints Committee to consider and resolve all sexual harassment complaints reported by women. The constitution of the IC is as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The committee is chaired by Ms. Pratibha Prasad, Manager, Human Resource, of the Company. No compliant was received during the year.

39. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961:

The Company is compliant with the applicable provisions of the Maternity Benefit Act, 1961 and has policies, systems and processes in place to ensure ongoing compliance.

40. ACKNOWLEDGEMENTS:

The Board of Directors wishes to place on record its sincere gratitude and appreciation to all those who have contributed to the growth and success of the Company during the year under review.

The Directors take this opportunity to express their heartfelt gratitude to the shareholders of the Company for the trust and confidence reposed in the Board of Directors and the Management. Their continued faith and support remain a source of strength and inspiration for the Company.

The Board also places on record its deep appreciation for the employees at all levels, whose dedication, hard work, commitment and team spirit have been the driving force behind the Company's consistent performance and growth. The Directors acknowledge that the Company's human capital is its most valuable asset, and the collective efforts of the workforce have been instrumental in achieving the Company's objectives.

The Directors further express their sincere thanks to the customers of the Company for their continued patronage, trust and loyalty. Their unwavering confidence in the Company's products and services has been a key motivating factor for the Company to continually raise its standards of quality and service delivery.

The Board also acknowledges and appreciates the support extended by the vendors, suppliers and business associates of the Company, whose consistent co-

operation, timely delivery and collaborative approach have significantly contributed to the operational efficiency and growth of the Company.

The Directors wish to express their gratitude to all other stakeholders, including lenders, financial institutions, banks and investing community, for their continued support and confidence in the Company's management and business operations.

The Board further places on record its sincere appreciation for the continued co-operation and support received from the Government of India, the Governments of various States in India, and the various Government departments, regulatory authorities and statutory agencies for their guidance, encouragement and co-operation extended to the Company from time to time. The Directors look forward to their continued support in the years ahead.

The Directors are confident that with the continued support of all stakeholders, the Company will achieve greater heights in the coming years.