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Director's Report

Lesha Industries Ltd
Industry :  Trading
BSE Code
ISIN Demat
Book Value()
533602
INE050L01048
2.606852
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
74
21.05
EPS(TTM)
Face Value()
Div & Yield %
0.01
1
0
 
As on: Oct 25, 2026 08:09 AM

Dear Members,

Your Directors have pleasure in presenting the 34th Annual Report of the Company together with the Audited Financial Statements for the year ended on March 31, 2026.

1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:

Financial Results

(Rs. In Lakhs)

Particulars

Year ended 31.03.2026 Year ended 31.03.2025
Revenue from Operations 474.14 1245.54
Other Income 41.82 53.36

Total Income

515.96 1298.90

Profit before Interest and Depreciation

23.43 43.26
Less: Finance cost 0.01 0.01
Less: Depreciation 1.87 1.98

Profit before Taxation

21.55 41.27
Less: Current Tax 6.57 10.84
Less: Earlier Year Taxes 1.50 14.77
Less: Deferred Tax (0.37) (29.56)
(Add): MAT credit entitlement - -

Profit/(Loss) after Tax

13.85 45.21

There are no material changes and commitment affecting the financial position of the Company which have occurred between April 01, 2026 and date of this report.

2. TRANSFER TO RESERVE:

Reserves & Surplus at the end of the year stood at Rs. 4571.76 Lakhs as compared to Rs. 4557.91 Lakhs at the beginning of the year.

3. OPERATIONS AND PERFORMANCE OF THE COMPANY:

During the year ended on March 31, 2026, the total income was Rs. 474.13 Lakhs against Rs. 1245.54 Lakhs in previous year. The Company has incurred net profit of Rs. 13.85 Lakhs against the net profit of Rs. 45.21 Lakhs in previous year. The Total Comprehensive profit for the year is Rs. 13.85 Lakhs against the total comprehensive profit of Rs. 45.21 Lakhs in previous year.

The Management of the Company is taking efforts for the progress of the Company. The management has considered reviving and expanding the steel business of the Company. With this movement, the management is confident that performance of the Company will significantly improve.

4. CHANGE IN NATURE OF BUSINESS:

During the financial year, there has been no change in nature of Business of the Company.

5. REGISTERED OFFICE:

The Board of Director of the Company has approved shifting of registered office of the Company in their meeting held on August 11, 2026 from 7th Floor, Ashoka Chambers, Opp. HCG Hospital, Mithakhali Six Road, Ahmedabad - 380006 to Corporate House-2, Anam-2, Iscon Ambli BRTS Road, Nr. Vakil Bridge, Ambli, Ahmedabad-380058, which is within the local limits of the same city.

6. DIVIDEND:

The Company has marginally earned profits during the year and the Board has not declared any Dividend during the year.

7. SHARE CAPITAL:

During the year under review, the Authorised share capital of Company was Rs. 30,00,00,000/- (Rupees Thirty Crores) divided into 30,00,00,000 (Thirty Crores) equity shares of face value of Re. 1/- (Rupee One) each.

The paid up share capital of the Company was Rs. Rs. 28,45,16,545/- (Rupees Twenty Eight Crores Forty Five Lakhs Sixteen Thousand Five Hundred Forty Five Only) consisting of 28,45,16,545 (Twenty Eight Crores Forty Five Lakhs Sixteen Thousand Five Hundred Forty Five) Equity Shares of Re. 1/- (Rupee One) each.

8. DEPOSITS:

During the year under review, the Company has not accepted any fixed deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

10. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES:

There are no subsidiaries, joint venture and associate company of the Company.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

As on March 31, 2026, the Company's Board had six members comprising of one Executive Director, two Non-Executive & Non-Independent Directors and three Independent Directors. The Board of Directors of the Company have wide and varied experience in different disciplines of corporate functioning. All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013. The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report (refer to page no. 52), which forms part of this Annual Report.

Appointment/ Cessation/ Change in Designation of Directors and KMP:

Sr. No Name of Director/KMP

Designation

DIN/ Mem. No.

Type of change

Date of appointment/ change

1. Umangkumar Patel Independent Director 11104737 Appointment May 14, 2025
2. Paragkumar Raval Independent Director 10735752 Cessation August 11, 2025
3. Umangkumar Patel Independent Director 11104737 Regularization August 05, 2025
4. Umangkumar Patel Independent Director 11104737 Cessation September 17,
2025
5. Kunjan Rathod Independent Director 10964701 Appointment November 05,
2025
6. Yash Chaudhary Independent Director 10530036 Appointment November 05,
2025
7. Kunjan Rathod Independent Director 10964701 Regularization January 07,
2026
8. Yash Chaudhary Independent Director 10530036 Regularization January 07,
2026

 

Changes post closure of financial year till date

6. Ms. Maitri Kansara Company Secretary & A73981 Cessation April 10, 2026
Compliance Officer
7. Ms. Priyanshi Sharma Company Secretary & A72269 Appointment June 19, 2026
Compliance Officer

As on March 31, 2026, there are six (6) Directors and three (3) Key Managerial Personnel (including MD) in your Company as mentioned below:

Sr. No

Name of Director/KMP Designation DIN/ Mem. No. Date of appointment
1. Leena Ashok Shah Managing Director 02629934 19.03.2024
2. Shalin Ashok Shah Director 00297447 21.07.1995
3. Ashok Chinubhai Shah Director 02467830 05.02.2025
4. Swapnil Sharad Shimpi Independent Director 10469352 09.11.2024
5. Kunjan Rathod Independent Director 10964701 05.11.2025
6. Yash Chaudhary Independent Director 10530036 05.11.2025
7. Payalben Hiteshkumar Donga Chief Financial Officer - 03.10.2023
8. Maitri Amish Kansara Company Secretary & A73981 08.08.2024
(upto April 10, 2026) Compliance Officer

12. COMMITTEES OF THE BOARD:

The Company had constituted its committees in compliance with section 177 and 178 of the Companies Act, 2013 and as per regulation 18, 19 and 20 of SEBI Listing Regulations. There are currently three committees of the Board, as follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

Details of all the committees such as terms of reference, composition, and meetings held during the year under review are disclosed in the Corporate Governance Report, (refer page. no. 52) which forms part of this Annual Report.

13. NUMBER OF MEETINGS OF THE BOARD:

During the year under review, 09 (Nine) Board meetings were held in accordance with provision of the Companies Act, 2013 read with rules made thereunder and the applicable Secretarial Standards. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, (refer page. no. 52) which forms part of this Annual Report.

14. INDEPENDENT DIRECTORS' MEETING:

During the year under review, the Independent Directors met once on March 23, 2026, without the attendance of Non-Independent Directors and members of the management. The details of the Independent Directors Meeting and the attendance of the Directors are provided in the Corporate Governance Report, (refer page no.

52 ) which forms part of this Report.

15. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS AND ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and

Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations"), the Board had carried out performance evaluation of its own, the Board Committees and of the Independent directors. Independent Directors at a separate meeting evaluated performance of the Non-

Independent Directors, Board as a whole and of the Chairman of the Board. The following were the Evaluation Criteria:

(a) For Independent Directors: - Knowledge and Skills - Professional conduct - Duties, Role and functions

(b) For Executive Directors:

- Performance as Team Leader/Member.

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios - Key set Goals and achievements - Professional Conduct, Integrity - Sharing of Information with the Board

The Board carries out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its committees. The performance of the Board was evaluated 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. and 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 in compliance with statutory provisions.

The Board reviewed the performance of individual Directors on the basis of criteria laid by Nomination & Remuneration Committee 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. In the Board meeting that followed the meeting of the Independent Directors, the performance of the Board, its committees, and individual Directors was also discussed. The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

16. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining qualifications, positive attributes and Independence of a Director and also a Policy for determining remuneration of Directors, key managerial personnel and senior management. No remuneration is paid to any of the Directors of the Company. The Remuneration policy is available on website of Company: https://lesha.in/policies/.

17. DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with Section 134(5) of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors state that;

i. In the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures; ii. 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 March 31, 2026 and of the profit and loss of the Company for that period; iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 and rules made thereunder for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. The Directors had prepared the annual accounts on a going concern basis;

v. 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, and vi. 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.

18. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

19. RISK MANAGEMENT:

The Company recognizes that risk is an integral part of business and is committed to managing the risks in proactive and efficient manner. The Company periodically assesses risk in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans. Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges.

The management is however of the view that none of the above risks may threaten the existence of the Company as Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these risks materialize.

20. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibilities) Rules, 2014 are not applicable to the Company for the period under review, hence, the Company has not constituted Corporate Social Responsibility Committee and does not have any CSR spending obligation for the year under review.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in as ANNEXURE - I forming part of this Board's Report. Certain statements in the report may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

22. CORPORATE GOVERNANCE:

As required by the SEBI Listing Regulations, a detailed report on Corporate Governance is given as a part of the Board's Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. Report on Corporate Governance is attached as ANNEXURE - V.

23. ANNUAL RETURN:

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the web link: https://lesha.in/annual-returns/.

24. RELATED PARTY TRANSACTIONS:

All transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature. All the contracts/arrangements/transactions entered into by the Company with the related parties during the financial year 2025-26 were in the ordinary course of business and on an arm's length basis as disclosed in the financial statements and were reviewed and approved by the Audit Committee. The details of related party disclosure form a part of the notes to the financial statements provided in the Annual Report. In terms of Regulation 23 of the SEBI Listing Regulations, the Company submits details of related party transactions as per the format specified in the relevant accounting standards to the stock exchanges on a half-yearly basis. There were significant related party transactions entered between the Company, Directors, management, or their relatives. Hence, disclosure in Form AOC-2 is provided as ANNEXURE II.

25. AUDITORS:

A. Statutory Auditors:

In terms of the provisions of Section 139 of the Companies Act, 2013 read with provisions of the Companies (Audit and Auditors) Rules, 2014 as amended, M/s. Keyur Bavishi & Co., Chartered Accountants (Firm Reg. No. 131191W) have completed five (5) consecutive financial years from FY 2021-22 (casual vacancy period) through FY 2025-26, and since individual or sole proprietorship firm cannot serve as a statutory auditor for more than one term of five consecutive financial years, M/s Keyur Bavishi & Co., Chartered Accountants' term shall demit in this AGM.

Additionally, based on recommendation of Audit Committee and as approved by Board of Directors in their meeting dated Friday, August 21, 2026, M/s Khimani & Co., Chartered Accountants (FRN: 0130022W) are proposed to be appointed as Statutory Auditors of the Company for (5) consecutive years from 34th AGM till conclusion of 39th AGM to be held in 2031, subject to approval of members of the Company in this 34th AGM.

The Report given by the M/s. Keyur Bavishi & Co., Auditors on the financial statements of the Company for the year ended on March 31, 2026 forms part of the Annual Report. The notes to the accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further comments. There are no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

B. Secretarial Auditors:

Base on recommendation of Audit Committee and the Board at its meeting held on July 04, 2025 and on the basis of approval received from members of the Company in 33rd Annual General Meeting held on August 05, 2025, Mr. Chintan K. Patel, Practicing Company Secretary, Ahmedabad was appointed as Secretarial Auditor of the Company for the term of 5 years to conduct the Secretarial Audit to conduct the Secretarial Audit of the Company and to furnish the Secretarial Audit Report for a term of five (5) consecutive financial years from 2025-26 to 2029-30 on such remuneration and reimbursement of out of pocket expenses for the purpose of audit as may be approved by the Board of Directors (including any committee thereof) of the Company."

The Secretarial Audit Report in Form MR-3 for the financial year under review, as received from Mr. Chintan K. Patel, Practicing Company Secretary is attached as ANNEXURE-III to the Board's Report. The observations of the Secretarial Auditor in the Secretarial Audit Report are self-explanatory and therefore do not call for any further comments.

C. Internal Auditors:

Management has assigned internal personnel to conduct the company's internal audit in compliance with applicable provisions and by adhering to the scope recommended by the Audit Committee and approved by the Board of Directors. The resulting reports were reviewed by the Audit Committee Board to guide subsequent corporate actions.

26. MAINTENANCE OF COST RECORDS:

The Company is not require to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, and accordingly such accounts and records are not made and maintained.

27. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India (as amended) from time to time.

28. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors and Secretarial Auditor of the Company have not reported any instances of fraud committed in the Company by Company's officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.

29. PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as ANNEXURE-IV.

30. MANAGERIAL REMUNERATION:

The Company has not paid any remuneration to Executive Directors or any sitting fees to Non-Executive Directors for attending any meetings during the financial year ended March 31, 2026.

31. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)

Act, 2013 ('Act') and Rules made thereunder, Company has assigned the responsibilities to Audit Committee. The details of Complaint pertaining to sexual harassment are provided as under:

Number of complaints of sexual harassment received in the year NIL
Number of complaints disposed off during the year NIL
Number of cases pending for more than ninety days NIL

During the year under review, your Company has not received any complaint pertaining to sexual harassment.

32. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company affirms that it is in full compliance with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. The Company is committed to fostering a supportive and inclusive work environment, and ensures that all relevant policies and practices are regularly reviewed and aligned with the applicable statutory requirements.

33. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

The Company has adopted a whistle blower policy and has established the necessary vigil mechanism for Directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation. The vigil mechanism of Company provides for adequate safeguard against victimisation of whistle blowers who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. No person has been denied access to the Chairperson of the Audit Committee. The said policy is uploaded on the website of Company at http://lesha.in/policies/

During the year under review, Company has not received any complaint under the vigil mechanism.

34. CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

During the period under review, several energy conservation initiatives were adopted and were taken by the Company. There are no plans to import any kind of technology for the project and hence information regarding its absorption is not applicable. There was no research activities carried out during the year as well as no foreign exchange income or outgo during the year under review.

35. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company's shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

The Company has adopted and amended its Code of Conduct for Prevention of Insider Trading w.e.f. April 1,2019 pursuant to Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

36. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

No orders have been passed by the Regulators/Court or Tribunals which can impact the going concern status and

Company's operation in future.

37. DETAILS OF CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND

BANKRUPTCY CODE, 2016 (IBC):

During the year under review, no Corporate Insolvency Resolution Process/ proceedings were initiated by / against the company under Insolvency and Bankruptcy Code, 2016.

38. 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:

The disclosure is not applicable as the Company has not undertaken any one-time settlement with the banks or financial institutions during the year.

39. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depository viz. NSDL and CDSL. The ISIN No. allotted is INE050L01048.

40. INSURANCE:

All the Properties of the Company are adequately insured.

41. AGREEMENTS EFFECTING THE CONTROL OF THE COMPANY:

No agreements have been entered / executed by the parties as mentioned under clause 5A of paragraph A of Part A of Schedule III of SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015 which, either directly or indirectly effect / impact the Management or Control of the Company or impose any restriction or create any liability upon the Company.

42. RELATED PARTY DISCLOSURE:

Related Party disclosure under regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as under:

Disclosures under Para A of Schedule V of Listing Regulations

(Rs. In Lakhs)

Sr. Disclosure of loans / advances / investments /

As at Maximum

No. Outstanding during the year

March 31, 2026 amount
during the year
1 Loans and Advances in the nature of loans to subsidiary NA NA
2 Loans and Advances in the nature of loans to associate NA NA
3 Loans and Advances in the nature of loans to firms /companies in which directors are interested 2.70 2.70

For details of transactions of the Company with the person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the Company, if any, kindly refer to "Related Party Transaction" provided in notes to financial statements.

43. DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:

There are no shares lying in the demat suspense account or unclaimed suspense account.

44. ACKNOWLEDGEMENT:

Your Directors hereby thanks all the Stakeholders including, Investors, Customers, Vendors, Bankers, Auditors, Consultants and Advisors for their continued support during the year. We also place on record our appreciation of the contributions of our employees at all the levels. The Management is deeply grateful for the confidence and faith that all the stakeholders have reposed in them. Your Directors look forward for their continued support in the future for the consistent growth of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

- INDUSTRIAL STRUCTURE AND DEVELOPMENT:

During the Financial Year 2025-26, India's steel industry continued to serve as a major engine of national economic growth. Backed by the Government's unwavering push for mega-infrastructure projects, rapid urbanization, and a robust domestic manufacturing sector, the industry demonstrated remarkable resilience and structural expansion. India's crude steel production reached an estimated 153.6 million tonnes in FY 2025-26, consolidating its position as the world's second-largest steel producer. This expansion was supported by strong capacity utilization across domestic steel plants, which hovered around 78 80%. The industry continued to benefit from key policy enablers, including the National Steel Policy, which targets a production capacity of 300 million tonnes by 2030, and the Production Linked Incentive (PLI) Scheme aimed at boosting local manufacturing of specialty steel. High infrastructure consumption ensured domestic steel demand grew at a healthy rate of 9 10%. While international pricing pressures and global supply imbalances remained, protective trade measures and tariff barriers implemented by the government provided a much-needed buffer for domestic manufacturers and traders against cheap imports.

The Company is in business of trading of steel products, chemicals and other ancillary products and dealing in shares and securities.

- OPPORTUNITY & THREATS:

Opportunities:

Various initiatives are taken by the Government to ensure supply to domestic steel industry, focus on infrastructure and restarting road projects aiding the demand for steel etc. These will generate a lot of opportunities for the Company which will ultimately lead to achieve the organisation's set goals. Besides this, huge infrastructure demand, rapid urbanization and increasing demand for consumer durables also generate a lot of opportunities for the Company. India's domestic finished steel consumption grew by approximately 8.5% to 9.5% in FY 25-26

- Infrastructure Pipeline: Sustained capital expenditure by the Government on national highways, railways, affordable housing, and urban renewal continues to create massive demand for structural and reinforced steel.

- Value-Added Steel Products: Increasing demand for specialty and customized steel products from the automotive, defense, and power sectors offers high-margin manufacturing opportunities.

- Green Steel Initiatives: A growing market-wide focus on low-carbon steel manufacturing and the integration of recycled scrap metals aligns with global ESG goals and opens premium trading channels.

- Market Expansion: Rapid industrialization in tier-2 and tier-3 cities provides a fertile ground for expanding the Company's localized distribution and retail trading networks.

Threats:

The competition from domestic and international steel companies located in India is also increasing which has eventually exposed enormous strain to the company to survive in this competitive market. I. Significant fluctuations in the prices of critical inputs like iron ore, metallurgical coke, and scrap metal can exert sudden pressure on manufacturing margins. II. Cheap steel imports, especially from China and other countries, create pricing pressure despite safeguard duties. III. Geopolitical tensions and trade disruptions may affect demand and supply chains.

IV. Increasing regulatory scrutiny on emissions and waste management can raise costs. V. Infrastructure bottlenecks and supply chain disruptions can impact production efficiency.

- SEGMENT WISE AND PRODUCT WISE PERFORMANCE:

Details on segment wise performance of the Company for the year under review is provided separately in Notes to Accounts.

- OUTLOOK:

Steel and chemical trading companies in India is largely positive, driven by robust domestic demand, strategic policy support, and expanding global opportunities. In India, Steel and chemical trading companies are well-positioned to capitalize on domestic growth and global opportunities, provided they navigate raw material dependencies and regulatory challenges effectively.

- RISK AND CONCERN:

The Company faces several key risks and concerns, including volatile raw material prices that impact profitability, complex regulatory and environmental compliance requirements, and supply chain vulnerabilities due to dependence on imports. Additionally, intense market competition from both domestic and international players pressures margins, while growing demands for sustainable and eco-friendly practices necessitate costly investments in green technologies. Currency fluctuations further add to the uncertainty, affecting import costs and export competitiveness. The company closely monitors the potential risks and opportunities that arise from Political, Economic & Regulatory environment, Technology Changes, Environment and Competition. We also countered the economic risks with proactive production planning, structural adjustments and cost flexibility.

- INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The internal control systems of our Company are commensurate with the nature of its business and size and complexity of its operations. Our Company follows a strong system of internal controls to ensure that all assets are safeguarded and protected against loss from any authorized use or disposition and that the transactions are authorized, recorded and reported quickly. Compliance to the framed policies and procedures are an integral part of the management review process. Adequacy and effectiveness of these internal controls are routinely tested by Internal Auditors based on audit plan. The Audit Committee of your Company reviews adequacy and effectiveness of its internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company's risk management policies and systems.

- DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:

In terms of financial performance, Financial Year 2025-26 has been a reasonable year. Company is focussed on the task on hand in terms of better reliability of operations and more focussed market efforts. Our total revenue is Rs. 474.14 Lakhs and the Company has earned a profit of Rs. 13.85 Lakhs. Cash and cash equivalents at the end of year stood at Rs. 30.86 Lakhs.

- COMPETITION:

Competition in the market has intensified and forced the players to adopt aggressive marketing strategy and promotional campaigns to capture and protect their market shares, the Company has the plans to penetrate better in to market, especially through the customer retention and business development in the regions which have not been tapped.

- INITIATIVES BY THE COMPANY:

The Company has taken the following initiatives:

? Concentration on reduction of costs by undertaking specific exercise in different fields. ? Concentration on Operational Efficiency and strategic expansion. ? Concentration in Increase of Shareholders Wealth and Profit of the Company.

The Company is quite confident that the overall productivity, profitability would improve in a sustainable manner, as a result of this strategy.

- HUMAN RESOURCE:

The Human Resource Management of our organization deals with and provides leadership and advice for dealing with all issues related to the people in the organization Effective Human Resource Management enables employees to contribute effectively and productively to overall company growth and accomplishment of the organizations' goals and objectives. Human Resource of our organisation is the strong foundation for creating many possibilities for its business. The efficient operations of manufacturing units, market development and its expansion were the highlight of our people's effort. Despite the paradigm shift in the market situations, the Company was able to collaborate at all levels and create a performance-driven productive environment by engaging and communicating with all employees. During the year under review, the Industrial Relations continued to remain cordial.

- HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION:

Company has complied with all the applicable environmental laws and labour laws. The Company has been complying with the relevant laws and has taking all necessary measures to protect the environment. Various initiatives have been taken to reduce environmental footprint and enhance operational efficiency have led to significant improvement in environmental parameters as well as techno-economic efficiency. The Company has zero tolerance across all manufacturing floors through regular safety drills, strict personal protective equipment (PPE) compliance, and routine machine maintenance.

- DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS, ALONG WITH DETAILED EXPLANATIONS THEREFOR:

SR. NO. PARTICULARS

2025-26 2024-25
1 Debtors Turnover Ratio 3.50 7.65
2 Inventory Turnover Ratio 0.00 0.00
3 Interest coverage ratio 0.00 0.00
4 Current Ratio 2.94 14.15
5 Debt Equity Ratio 0.001 0.01
6 Operating Profit Margin 0.04 0.03
7 Net Profit Margin 0.03 0.04
8 Return on Net worth 0.19 0.61
9 P/E Ratio 200 53.11

- DETAILS OF ANY CHANGE IN RETURN ON NET WORTH AS COMPARED TO THE IMMEDIATELY PREVIOUS FINANCIAL YEAR ALONG WITH A DETAILED EXPLANATION THEREOF:

The return on net worth has declined in the current financial year as compared to the previous year, due to drop in operational revenue combined with a top-heavy, underutilized asset base. The current year's profit arises mainly from operational activities.

- DISCLOSURE OF ACCOUNTING TREATMENT :

The Financial statements have been prepared in compliance with the Indian Accounting Standards (Ind AS) issued by The Institute of Chartered Accountants of India (ICAI) which have been notified under the Companies

(Indian Accounting Standards) Rules, 2015 ('Ind AS Rules'), of the Companies Act, 2013. The financial statements have been prepared on accrual basis under the historical cost convention.

- CEO AND CFO CERTIFICATION:

Mrs. Leena Ashok Shah, Managing Director and Mrs. Payal Donga, Chief Financial Officer of the Company have given certificate to the Board as contemplated in SEBI Listing Regulations.

- CAUTIONARY STATEMENT:

The statements in the 'Management Discussion and Analysis Report' section describes the Company's objectives, projections, estimates, expectations and predictions, which may be "forward looking statements" within the meaning of the applicable laws and regulations. The annual results can differ materially from those expressed or implied, depending upon the economic and climatic conditions, Government policies and other incidental factors.

   

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