We are delighted to present on behalf of Board of Directors of the Company, the 10^th Annual
Report of the Company along with Audited Financial Statements for the financial year ended 31^st
March, 2025.

1. KEY FINANCIAL HIGHLIGHTS

The Highlights of financial results of your Company for the financial year 2024-25 and 2023-24
are summarized below:

2. STATE OF COMPANY AFFAIRS

During the year under review, the Company recorded a total income of ^14,638.71 Lakhs as
against ^13,099.76 Lakhs in the previous year, representing a growth of 11.74%.

The Net Profit for the year stood at ^579.05 Lakhs as compared to ^260.27 Lakhs in the previous
year reflecting an impressive increase. This substantial improvement in profitability was
primarily driven by better operating performance, enhanced product quality, and a broader
customer base including new clients acquired during the year.

Further, there has been no change in the nature of business carried on by the Company during
the financial year 2024-25.

Your Directors are encouraged by this performance and remain committed to identifying and
pursuing new avenues of growth, strengthening operational efficiencies, and enhancing long¬
term shareholder value.

3. TRANSFER TO RESERVES

During the financial year 2024-25, the Company has not transferred any amount to Reserve
account.

4. SHARE CAPITAL STRUCTURE OF THE COMPANY

The Authorized Share Capital of the Company is ^ 4,00,00,000/- (Rupees Four Crores) divided
into 40,00,000 (Forty Lakhs) Equity Shares of 10/- each and Issued, Subscribed and Paid-up
Capital is ^ 87,00,000/- (Rupees Eighty-Seven Lakhs) divided into 8,70,000 (Eight Lakhs and
Seventy Thousand) Equity Shares of ^ 10/- each.

There has been no change in the Authorized Share Capital, Issued, Paid-Up and Subscribed Capital
of the Company during FY 2024-25.

5. NUMBER OF MEETING OF BOARD OF DIRECTORS

During the Financial Year 2024-25, the Company held Thirteen (13) Meetings of the Board of
Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions
of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

6. CONSTITUTION OF COMMITTEE AND ITS MEETINGS

Our Board has constituted following committees in accordance with the requirements of the
Companies Act and SEBI Listing Regulations:

• Audit Committee;

• Stakeholders' Relationship Committee;

• Nomination and Remuneration Committee;

AUDIT COMMITTEE

The Audit Committee was constituted vide Board resolution dated March 20, 2025 pursuant to
Section 177 of the Companies Act, 2013. The Audit Committee comprises of:

Company Secretary and Compliance officer acts as the secretary of the Committee.

Terms of Reference for the Audit Committee:

The Audit Committee shall be responsible for, among other things, as may be required by the
stock exchange(s) from time to time, the following:

A. Powers of Audit Committee

The Audit Committee shall have powers, including the following:

(1) to investigate any activity within its terms of reference;

(2) to seek information from any employee;

(3) to obtain outside legal or other professional advice;

(4) to secure attendance of outsiders with relevant expertise, if it considers necessary; and

(5) such other powers as may be prescribed under the Companies Act and SEBI Listing
Regulations.

B. Role of Audit Committee

The role of the Audit Committee shall include the following:

(1) oversight of financial reporting process and the disclosure of financial information
relating to the Company to ensure that the financial statements are correct, sufficient and
credible;

(2) recommendation for appointment, re-appointment, replacement, remuneration and
terms of appointment of auditors of the Company and the fixation of the audit fee;

(3) approval of payment to statutory auditors for any other services rendered by the
statutory auditors;

(4) formulation of a policy on related party transactions, which shall include materiality of
related party transactions;

(5) reviewing, at least on a quarterly basis, the details of related party transactions entered
into by the Company pursuant to each of the omnibus approvals given;

(6) examining and reviewing, with the management, the annual financial statements and
auditor's report thereon before submission to the Board for approval, with particular
reference to:

a. Matters required to be included in the director's responsibility statement to be
included in the Board's report in terms of clause (c) of sub-section 3 of section 134
of the Companies Act, 2013

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment by
management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to financial
statements;

f. Disclosure of any related party transactions; and

g. Modified opinion(s) in the draft audit report.

(7) reviewing, with the management, the quarterly, half-yearly and annual financial
statements before submission to the Board for approval;

(8) reviewing, with the management, the statement of uses / application of funds raised
through an offer(public offer, rights offer, preferential offer, etc.), the statement of funds
utilized for purposes other than those stated in the Offer document / prospectus / notice
and the report submitted by the monitoring agency monitoring the utilization of proceeds
of a public or rights offer, and making appropriate recommendations to the Board to take
up steps in this matter;

(9) reviewing and monitoring the auditor's independence and performance, and
effectiveness of audit process;

(10) approval of any subsequent modification of transactions of the Company with related
parties and omnibus approval for related party transactions proposed to be entered into
by the Company, subject to the conditions as may be prescribed;

Explanation: The term "related party transactions" shall have the same meaning as provided in
Clause 2(zc) of the SEBI Listing Regulations and/or the applicable Accounting Standards and/or
the Companies Act, 2013.

(11) scrutiny of inter-corporate loans and investments;

(12) valuation of undertakings or assets of the Company, wherever it is necessary;

(13) evaluation of internal financial controls and risk management systems;

(14) reviewing with the management, performance of statutory and internal auditors,
adequacy of the internal control systems;

(15) reviewing the adequacy of internal audit function, if any, including the structure of the
internal audit department, staffing and seniority of the official heading the department,
reporting structure coverage and frequency of internal audit;

(16) discussion with internal auditors of any significant findings and follow up there on;

(17) reviewing the findings of any internal investigations by the internal auditors into matters
where there is suspected fraud or irregularity or a failure of internal control systems of a
material nature and reporting the matter to the Board;

(18) discussion with statutory auditors before the audit commences, about the nature and
scope of audit as well as post-audit discussion to ascertain any area of concern;

(19) recommending to the board of directors the appointment and removal of the external
auditor, fixation of audit fees and approval for payment for any other services;

(20) looking into the reasons for substantial defaults in the payment to depositors, debenture
holders, members (in case of non-payment of declared dividends) and creditors;

(21) reviewing the functioning of the whistle blower mechanism;

(22) monitoring the end use of funds raised through public offers and related matters;

(23) overseeing the vigil mechanism established by the Company, with the chairman of the
Audit Committee directly hearing grievances of victimization of employees and directors,
who used vigil mechanism to report genuine concerns in appropriate and exceptional
cases;

(24) approval of appointment of chief financial officer (i.e., the whole-time finance Director or
any other person heading the finance function or discharging that function) after
assessing the qualifications, experience and background, etc. of the candidate;

(25) reviewing the utilization of loans and/or advances from / investment by the holding
Company in the subsidiary exceeding ^ 1,000,000,000 or 10% of the asset size of the
subsidiary, whichever is lower including existing loans / advances / investments existing;

(26) carrying out any other functions required to be carried out as per the terms of reference
of the Audit Committee as contained in the SEBI Listing Regulations or any other
applicable law, as and when amended from time to time;

(27) consider and comment on rationale, cost- benefits and impact of schemes involving
merger, demerger, amalgamation etc., on the Company and its members; and

(28) to review compliance with the provisions of the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015, at least once in a financial year and
shall verify that the systems for internal control under the said regulations are adequate
and are operating effectively; and

(29) Such roles as may be prescribed under the Companies Act, SEBI Listing Regulations and
other applicable provisions.

(30) Approve all related party transactions and subsequent material modifications.

Audit Committee shall mandatorily review the following information:

(1) Management discussion and analysis of financial condition and results of operations;

(2) Management letters / letters of internal control weaknesses offered by the statutory
auditors;

(3) Internal audit reports relating to internal control weaknesses;

(4) The appointment, removal and terms of remuneration of the chief internal auditor;

(5) Statement of deviations in terms of the SEBI Listing Regulations:

a. quarterly statement of deviation(s) including report of monitoring agency, if
applicable, submitted to stock exchange(s) where the Equity Shares are proposed to
be listed in terms of Regulation 32(1) of the SEBI Listing Regulations; and

b. annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7) of the SEBI Listing
Regulations.

(6) review the financial statements, in particular, the investments made by any unlisted
subsidiary.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee was constituted at a meeting of the Board of
Directors held on March 20, 2025. The Nomination and Remuneration Committee comprises of:

Name of the Director_Designation in the Committee Nature of Directorship

Mr. Abhishek Sharma Chairperson Independent Director

Ms. Priyanshi Agrawal Member Independent Director

Mrs. Kavita Agarwal Member Non- Executive Director

Company Secretary and Compliance officer acts as the secretary of the Committee.

Terms of Reference for the Nomination and Remuneration Committee:

The Nomination and Remuneration Committee shall be responsible for, among other things, the
following:

(1) Formulation of the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the board of directors of the Company (the
“Board” or “Board of Directors”) a policy relating to the remuneration of the directors,
key managerial personnel and other employees (“Remuneration Policy”).

The Nomination and Remuneration Committee, while formulating the above policy,
should ensure that:

(i) the level and composition of remuneration be reasonable and sufficient to attract,
retain and motivate directors of the quality required to run our Company
successfully;

(ii) relationship of remuneration to performance is clear and meets appropriate
performance benchmarks; and

(iii) remuneration to directors, key managerial personnel and senior management
involves a balance between fixed and incentive pay reflecting short-term and long¬
term performance objectives appropriate to the working of the Company and its
goals.

(2) Formulation of criteria for evaluation of performance of independent directors and the
Board;

(3) Devising a policy on Board diversity;

(4) Identifying persons who are qualified to become directors and who may be appointed as
senior management in accordance with the criteria laid down, and recommend to the
Board their appointment and removal and carrying out effective evaluation of
performance of Board, its committees and individual directors (including independent
directors) to be carried out either by the Board, by the Nomination and Remuneration
Committee or by an independent external agency and review its implementation and
compliance;

(5) Analysing, monitoring and reviewing various human resource and compensation
matters;

(6) Deciding whether to extend or continue the term of appointment of the independent
director, on the basis of the report of performance evaluation of independent directors;

(7) Determining the Company's policy on specific remuneration packages for executive
directors including pension rights and any compensation payment, and determining
remuneration packages of such directors;

(8) Recommending to the board, all remuneration, in whatever form, payable to senior
management and other staff, as deemed necessary;

(9) Reviewing and approving the Company's compensation strategy from time to time in the
context of the then current Indian market in accordance with applicable laws;

(10) Perform such functions as are required to be performed by the compensation committee
under the Securities and Exchange Board of India (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021, if applicable;

(11) Frame suitable policies, procedures and systems to ensure that there is no violation of
securities laws, as amended from time to time, including:

(i) the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015; and

(ii) the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair
Trade Practices Relating to the Securities Market) Regulations, 2003, by the trust, the
Company and its employees, as applicable.

(12) Administering monitoring and formulating detailed terms and conditions the employee
stock option scheme/ plan approved by the Board and the members of the Company in
accordance with the terms of such scheme/ plan (“ESOP Scheme”), if any;

(13) Construing and interpreting the ESOP Scheme and any agreements defining the rights and
obligations of the Company and eligible employees under the ESOP Scheme, and
prescribing, amending and/ or rescinding rules and regulations relating to the
administration of the ESOP Scheme;

(14) Perform such other activities as may be delegated by the Board or specified/ provided
under the Companies Act, 2013 to the extent notified and effective, as amended or by the
Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended or by any other applicable law or
regulatory authority.

(15) For every appointment of an independent director, the Nomination and Remuneration
Committee shall evaluate the balance of skills, knowledge and experience on the Board
and on the basis of such evaluation, prepare a description of the role and capabilities
required of an independent director. The person recommended to the Board for
appointment as an independent director shall have the capabilities identified in such
description. For the purpose of identifying suitable candidates, the Committee may:

(i) use the services of an external agencies, if required;

(ii) consider candidates from a wide range of backgrounds, having due regard to
diversity; and

(iii) consider the time commitments of the candidates.

(16) Carrying out any other functions required to be carried out by the Nomination and
Remuneration Committee as contained in the SEBI Listing Regulations or any other
applicable law, as and when amended from time to time.

STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The Stakeholders' Relationship Committee has been formed by the Board of Directors, at the
meeting held on March 20, 2025. The Stakeholders' Relationship Committee comprises of:

Company Secretary and Compliance officer acts as the secretary of the Committee.

Terms of Reference for the Stakeholders' Relationship Committee:

The Stakeholders' Relationship Committee shall be responsible for, among other things, as may

be required under the applicable law, the following:

(1) Considering and specifically looking into various aspects of interest of shareholders,
debenture holders and other security holders;

(2) Resolving the grievances of the security holders of the listed entity including complaints
related to transfer / transmission of shares or debentures, including non-receipt of share
or debenture certificates and review of cases for refusal of transfer / transmission of
shares and debentures, non-receipt of annual report, non-receipt of declared dividends,
offer of new/duplicate certificates, general meetings etc. and assisting with quarterly
reporting of such complaints;

(3) Review of measures taken for effective exercise of voting rights by members;

(4) Investigating complaints relating to allotment of shares, approval of transfer or
transmission of shares, debentures or any other securities;

(5) Giving effect to all transfer/transmission of shares and debentures, dematerialization of
shares and re-materialization of shares, split and offer of duplicate/consolidated share
certificates, compliance with all the requirements related to shares, debentures and other
securities from time to time;

(6) Review of adherence to the service standards adopted by the listed entity in respect of
various services being rendered by the registrar and share transfer agent of the Company
and to recommend measures for overall improvement in the quality of investor services;

(7) Review of the various measures and initiatives taken by the listed entity for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend
warrants/annual reports/statutory notices by the members of the Company; and

(8) Carrying out such other functions as may be specified by the Board from time to time or
specified / provided under the Companies Act or SEBI Listing Regulations, or by any other
regulatory authority.

MEETING OF COMMITTEES

Audit Committee, Nomination & Remuneration Committee and Stakeholder's
Relationship Committee were constituted on 20^th March 2025 and are fully operational
from FY 2025-26, and all meetings are being conducted in accordance with the Companies
Act, 2013, any other applicable provisions, if any and the Company's internal governance
policies.

7. MATERIAL CHANGES

(A) MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF
THE REPORT

The Company intends to raise capital through an Initial Public Offer of its shares and accordingly
is in the process of preparing and filing its Draft Prospectus (DP) with the NSE Emerge Platform.
In order to meet the requirements of the proposed public offer, the Board is also proposing to
recommend members to increase its authorized share capital to the requisite amount. The Board
will keep the members informed of further developments as the IPO process progresses.

Other than stated elsewhere in this report, there have been no material changes and
commitments, if any, 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 the report.

(B) MATERIAL EVENTS DURING THE YEAR UNDER REVIEW

The Company has been converted from 'Private Limited' into 'Public Limited' with the consent of
members taken in the Extra-ordinary General Meeting held on 9^th August 2024. Consequently,
the name of our Company was changed to 'Shri Kanha Stainless Limited' and a fresh certificate of
incorporation dated August 30, 2024 was issued by the Registrar of Companies, Central
Processing Centre and accordingly Memorandum of Association has also been altered.

Further, Company has adopted new set of Articles of Association by substituting the existing
Articles with the approval of Members taken in the Extra Ordinary General Meeting held on 11^th
February 2025.

(C) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE

During the period under review, no significant and material orders passed by the regulators or
courts or tribunals impacting the going concern status and Company's operations in future.

8. DIVIDEND

The Board of directors of the Company has not recommended any dividend in order to conserve
the Company's resources and strengthen the financial position for future growth opportunities.

9. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, to the best of our knowledge and belief and
according to the information and explanations obtained by us, your Directors hereby confirm
that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanations relating to material departures, if any;

(b) they have selected such accounting policies and applied them consistently and made
judgment and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company as at 31^st March, 2025 and of the profit and loss of
the Company for that period;

(c) to the best of their knowledge and information, they have taken proper and sufficient care
for the maintenance of adequate accounting records in accordance with the provisions of
Companies Act, 2013 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 which were followed by the Company and
that such internal financial controls are adequate and were operating effectively; and;

(f) there is a proper system to ensure compliance with the provisions of all applicable laws
and that such systems are adequate and operating effectively;

10. PARTICULARS OF EMPLOYEES

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

11. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

Company does not have any Subsidiary, Joint venture or Associate Company.

12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Particulars of loans, guarantees or investments made are provided in Financial Statements read
together with notes annexed and form an integral part of the financial statements and hence not
repeated herein for the sake of brevity.

13. AUDITORS

? STATUTORY AUDITORS & THEIR REPORT

During the year under review M/s P.K.S & Co. (FRN: 007007C) was appointed as the Statutory
Auditor of our Company for a period of 5 (five) years from April 01, 2024 to March 31, 2029,
However, on account of preoccupation in other assignments, P.K.S & Co has resigned from the
office of Auditor with effect from 23^rd April 2025.

Accordingly, M/s Bhojak Lunawat & Company (FRN: 027566C) appointed as the statutory
auditor of the Company in the Extra-Ordinary General Meeting held on 28th April 2025 to fill the
casual vacancy caused on account of resignation of P.K.S & Co. to hold office until the conclusion
of ensuing Annual General Meeting and to conduct the audit for the period ended March 31, 2025.
The written consent and certificate for not disqualified to act as a statutory auditor of the
Company has been received by the auditor.

Board is also of the view to appoint M/s Bhojak Lunawat & Company (FRN: 027566C) in the
ensuing Annual General Meeting for the Period of Five Consecutive Years.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do
not call for any further comments.

Further, Auditor observed with respect to the audit trail that the Company has used an accounting
software for maintaining its books of accounts for the financial year ended 31st March 2025 which
has a feature of recording audit trail facility. However, the same has not operated throughout the
year for all the relevant transactions recorded in the respective software and could not establish the
systematic and chronological order of transactions recorded during the year.

The Board states that its accounting software has an audit trail facility; however, due to certain
technical issues, it did not function seamlessly for all transactions during the year.

The Board acknowledges the importance of maintaining a reliable and secure audit trail in
compliance with regulatory requirements and good governance practices. The deviation was
unintentional and primarily due to the technical challenges. Going forward, the Board assures the
members that effective measures have been initiated to fully enable and monitor the audit trail
functionality in the accounting system. Necessary actions are being taken to ensure its
uninterrupted operation from the financial year 2025-26 onwards.

? COST AUDITORS

Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with the Companies
(Cost Records and Audit) Rules, 2014, the maintenance of cost records and the conduct of cost
audit is applicable to the Company for the financial year 2024-25. The Board is in the process of
finalising the appointment of a qualified Cost Auditor to conduct the cost audit for the said period.
The Company is considering M/s Rajesh & Company (FRN: 000031) Cost Accountant for the
appointment as Cost Auditor and necessary steps are being taken to ensure compliance within
the prescribed timelines.

? SECRETARIAL AUDITORS

The Secretarial Audit is not applicable on the Company as it is not covered under the provisions
of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014.

14. BOARD OF DIRECTORS AND KEY MANGERIAL PERSONNEL

The Board comprises of the following Directors and Key Managerial Personnel at the end of the
Financial Year:

The Board of Directors was duly constituted during the year. Following Changes took place in the
constitution of Board and Key Managerial Personnel during the Financial Year 2024-25.

Mr. Jai Bhagwan Agarwal (DIN: 01575848) has been re-designated as Chairman and Managing
director of the Company and Mr. Shashank Agrawal (DIN: 03542611) has been re-designated as
Whole-Time director of the Company with effect from 14^th September 2024.

Ms. Arzoo Mantri has been appointed as Company Secretary and Compliance Officer of the
Company with effect from 14^th September 2024.

Ms. Neha Agarwal has been appointed as Chief Financial Officer of the Company with effect from
30^th November 2024.

Mr. Ayush Agarwal (DIN: 08146704) has resigned from the office of Director with effect from 13^th
December 2024.

Mr. Abhishek Sharma (DIN: 10908971) and Ms. Priyanshi Agrawal (DIN: 10771021) have been
appointed as an Independent Directors on the Board of the Company with effect from 11^th
February 2025.

Category of Mrs. Kavita Agarwal (01741333) has been changed from Executive Director to Non¬
Executive Director of the Company with effect from 20^th March 2025.

15. DECLARATION BY INDEPENDENT DIRECTORS UNDER SECTION 149(6)

(i) Pursuant to the provisions of Section 149 of the Act, the Independent Directors have
submitted declarations that each of them meets the criteria of independence as provided
in Section 149(6) of the Act along with Rules framed thereunder. There has been no
change in the circumstances affecting their status as Independent Directors of the
Company.

(ii) The Company has also received from Independent Directors, declaration of compliance
of Rule 6(1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules,

2014, regarding online registration with the "Indian Institute of Corporate Affairs" at
Manesar, for inclusion of name in the data bank of Independent Directors.

(iii) The Board has taken on record the declarations and confirmations submitted by the
Independent Directors after undertaking due assessment of the veracity of the same.

16. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors have been updated with their roles, rights and responsibilities in the
Company by specifying them in their appointment letter along with necessary documents,
reports and internal policies to enable them to familiarize with the Company's procedures and
practices. The Company endeavours, through presentations at regular intervals to familiarize the
Independent Directors with the strategy, operations and functioning of the Company. The details
of such familiarization programs for Independent Directors are posted on the website of the
Company and can be accessed at www.kanhastainless.com .

17. DIRECTORS RETIRING BY ROTATION

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 read with the rules made
thereunder and as per the Articles of Association of the Company, Mr. Jai Bhagwan Agarwal (DIN:
01575848), Chairman and Managing Director of the Company is liable to retire by rotation in the
ensuing Annual General Meeting and being eligible has offered his candidature for
reappointment.

18. ENERGY CONSERVATION TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and
outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014 are provided hereunder:

19. RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as defined under the Companies Act, 2013
during the financial year were in the ordinary course of business and on an arm's length pricing

basis. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the
notes to the Financial Statements. The particulars of contracts or arrangements with related
parties, referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2
is attached as “Annexure-A” to this Report.

20. ANNUAL RETURN

The Annual Return pursuant to the provisions of Section 92(3) and Section 134(3)(a) read with
Rule 12 of (Management and Administration) Rules, 2014 is available at the website of the
Company at www.kanhastainless.com .

21. RISK MANAGEMENT

The Board of Directors of the Company identify, evaluate business risks and opportunities. The
Directors of the Company take pro-active steps to minimize adverse impact on the business
objectives and enhance the Company's competitive advantage. Presently no material risk has
been identified by the directors except of general business risks, for which the Company is
leveraging on their expertise and experience. The Company has also adopted a Risk Management
Policy, which is available on its website at www.kanhastainless.com .

22. SECRETARIAL STANDARDS

The Company generally complies with all the applicable Secretarial Standards.

23. DEPOSITS

Your Company has not accepted any fixed deposits covered under Chapter V of the Companies
Act, 2013 and, as such, no amount of principal or interest was outstanding on the date of the
Balance Sheet.

24. CORPORATE SOCIAL RESPONSIBILITIES (CSR)

The Company does not meet the criteria of Section 135 of Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014 till March 31, 2025. However,
based on the financials for the fiscal year 2024-25, the Company has now exceeded the specified
limits, thereby triggering the applicability of CSR provisions under the Act.

Accordingly, after the closure of Financial Year 2024-25, the Company has constituted a
Corporate Social Responsibility (CSR) Committee by a resolution of the Board of Directors passed
in their meeting held on April 24, 2025. The Company will ensure the compliance with applicable
provisions of CSR including the prescribed expenditure in accordance with the requirements of
the Companies Act, 2013. The constitution of the Corporate Social Responsibility Committee is as
follows:

2 5. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from loss,
unauthorized use or disposition of its assets. All the transactions are properly authorized,
recorded and reported to the Management. The Company is following applicable Accounting
Standards for properly maintaining the books of accounts and reporting financial statements.

26. DEPOSITORY SYSTEM

The International Securities Identification Number ('ISIN') allotted to the Company's shares
under the Depository System is INE1V4601019. The Company has entered into a Tripartite
Agreement with both the Depositories i.e., National Securities Depository Limited and Central
Depository Services (India) Limited together with the Registrar to the Issue i.e. MAS Services
Limited to facilitate dematerialisation of its shares.

27. BOARD EVALUATION

The provision of section 134(3) (p) relating to board evaluation is not applicable on the Company.

28. COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

Company has adopted Nomination and Remuneration Policy in accordance with the Companies
Act, 2013 and Regulation 19(4), along with Part D of Schedule II of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"). The policy is available on the website of the Company at www.kanhastainless.com.

29. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION PROHIBITION ANDREDRESSAL), ACT 2013

Pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, the Company has in place a policy on prevention of sexual
harassment at work place.

The Company has constituted the Internal Complaints Committee (ICC) under Prevention of
Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to consider and resolve the
complaints related to sexual harassment.

The ICC includes Mrs. Kavita Agarwal as Chairperson & Presiding Officer, Ms. Bhavna Agarwal
and Mr. Shashank Agrawal as Members and Ms. Somya Mathur as an External Member. The
following is the summary of sexual harassment complaints received and disposed off during the
year:

30. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company is committed to ethical conduct and transparency in all its business dealings. To
uphold these values and in compliance with the section 177(9) and 177(10) of the Companies
Act, 2013 read with rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014,the
Company had adopted 'Whistle Blower Policy' for Directors and employees. No cases were
reported under the Whistle Blower Policy during the financial year 2024-25. The policy is
available on the website of the Company at www.kanhastainless.com. The Company has
established direct access to the Chairman of the Audit Committee for reporting concerns related
to the interests of co-employees and the organization in appropriate or exceptional cases.

31. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has established an effective internal control system that covers all major business
functions, including operations, financial reporting, fraud prevention, and compliance with
applicable laws and regulations. These controls ensure the safeguarding of assets and the proper
authorization of transactions.

The internal control framework is supported by regular management reviews to ensure accuracy
and reliability of financial and other records. The Audit Committee reviews and monitors the
effectiveness of internal controls.

The Company has adequate internal financial controls in place, which are operating effectively.

32. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013 read with the
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 (“IEPF Rules”), dividend, if not claimed for a period of 7 years from the date of
transfer to Unpaid Dividend Account of the Company, shall be transferred to the Investor
Education and Protection Fund (“IEPF”). The provision of Section 125 (2) of the Companies Act,
2013 do not apply as there was no dividend declared and paid in the previous years.

33. INVESTOR GRIEVANCE REDRESSAL

During the financial year 2024-25, there were no complaints received from the investors. The
designated email id for investor complaints is info@kanhastainless.com .

34. PREVENTION OF INSIDER TRADING

The Company has formulated a Code of practices and procedures for fair disclosure of
Unpublished Price Sensitive Information (UPSI) which is also available on the Company's website
at www.kanhastainless.com .

35. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE 2016 DURING THE YEAR

During the year 2024-25, no application made or any proceeding pending under the Insolvency
and Bankruptcy Code, 2016.

36. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Human resources have a significant impact on the company's long-term growth. The Company
has a workforce of 81 employees as on March 31, 2025 with people from different social,
economic and geographic backgrounds. These include 78 males, 3 females and 0 transgender
employees. The Company always believes that our people are our best assets. Their calibre and
commitment are our inherent strengths. To achieve excellent business results, a robust talent
pool is required and the Company is committed to identifying and preparing successors for key
positions within and outside the organization. Relations between the management and
employees continued to remain cooperative and constructive. The Company conducts training
programs for its employees to enhance skills and improve productivity. Training sessions are
tailored based on departmental needs and include on-the-job training, safety workshops, and
technical skill enhancement modules. The overall atmosphere within the organization remained
harmonious, enabling smooth operations and achievement of business objectives.

37. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN
FROM THE BANK OR FINANCIAL INSTITUTION

During the financial year under review, no such settlement and the valuation done while taking
loan from the Banks or Financial Institutions.

38. ENVIRONMENT, HEALTH AND SAFETY

We are committed to ensuring the health and safety of our employees, visitors, and all
stakeholders involved in our operations. The Company complies with applicable relevant health
and safety laws, licenses, and certifications. Our goal is to maintain a safe and compliant work
environment for everyone at our facility or under our management.

39. COMPLIANCE WITH PROVISIONS RELATING TO MATERNITY BENEFIT ACT 1961

The Company has complied with applicable provisions of the Maternity Benefit Act, 1961. All
eligible women employees have been extended the prescribed benefits, and the Company
remains committed to maintaining a supportive and inclusive workplace.

40. REPORTING OF FRAUDS BY AUDITORS

For the Financial year 2024-25, the Statutory Auditor has not reported any instances of frauds
committed in the Company by its Officers or Employees under section 143(12) of the Companies
Act, 2013.

41. REGULATORY ACTION

There are no significant and material orders passed by the regulators or courts or tribunals that
could impact the going concern status and operations of the Company in future.

42. OTHER DISCLOSURES

(i) During the financial year, The Company has not issued any equity share with differential
rights.

(ii) The Company has not issued any sweat equity shares.

(iii) There was no commission paid by the Company to its managing director or whole-time
directors, so no disclosure required in pursuance to the section 197(14) of The Companies
Act, 2013.

(iv) The Company has not bought back any of its securities during the financial year 2024-25.

(v) The Company has not provided any stock option scheme its employees.

(vi) During the financial year, there was a re-classification of Mr. Ayush Agarwal from Promoter
to Non-Promoter (Promoter Group) category in order to align with the actual role, control,
and shareholding structure.

43. ACKNOWLEDGEMENT

Your directors wish to express their sincere appreciation of the co-operation and assistance
received from shareholders, bankers/ Finance companies and other business constituents during
the year under review. Your directors also wish to place on record their deep sense of
appreciation for the commitment displayed by all officers and staff, for their continued support
and confidence, which they have reposed in the management.

For & on behalf of the Board of Directors of
SHRI KANHA STAINLESS LIMITED

Sd/- Sd/-

JAI BHAGWAN AGARWAL KAVITA AGRAWAL

Chairman And Managing Director Director

DIN: 01575848 DIN:01741333

Place: Jaipur
Date: 26.05.2025