Shri Kanha Stainless Ltd

To

The members of

SHRI KANHA STAINLESS LIMITED

(Formerly known as Shri Kanha Stainless Private Limited)

We are delighted to present on behalf of Board of Directors of the Company, the 9^th Annual Report of the Company along with Audited Financial Statements for the financial year ended 31^st March, 2024.

The Highlights of financial results of your Company for the financial year 2023-24 and 202223 are summarized below:

During the year under review the company has reported the total income of ? 13099.76 for the current year as compared to ? 13647.05 in the previous year. The Net Profit for the year under review amounted to t 226.97 in the current year as compared to Net Profit of ? 72.02 in the previous year. Your directors are continuously looking for avenues for future growth of the company.

During the financial year the company has not transferred any amount to Reserve account.

The Authorized Share Capital of the Company is ^ 4,00,00,000/- (Rupees Four Crores Only) divided into 4000000 (Forty Lakhs) Equity Shares of 10/- each and Issued, Subscribed and Paid-up capital is =? 87,00,000/- (Rupees Eighty Seven Lakhs)divided into 870000 (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 the year.

During the Financial Year 2023-24, the Company held Six (6) 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.

The Company has been converted from Private into Public with effect from 30^th August 2024 with the consent of members taken in the Extra-ordinary General Meeting held on 9^th August 2024. Consequently, Name of the company has been changed from Shri Kanha Stainless Private Limited to Shri Kanha Stainless Limited.

The Board of directors of the company has not recommended any dividend during the financial year as the Company has incurred losses and is not having distributable profits.

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, 2024 and of the profit and loss of the company for that period;

(c) T o 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;

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.

INFORMATION ABOUT SUBSIDIARY/ IV/ ASSOCIATE COMPANY Company does not have any Subsidiary, Joint venture or Associate Company.

The company has not advanced/given any loan or guarantee and has not made any investment covered under the provisions of Section 186 of the Companies Act, 2013 during the financial year.

? M/S Ravi Sharma & Co., (FRN. 015143C) Chartered Accountants, Statutory Auditors of the company has served resignation letter intending their resignation from the office of the Company as Statutory Auditor with effect from 12.08.2024.

? To fill the casual vacancy caused by M/S Ravi Sharma & Co., (FRN. 015143C) Chartered Accountants, M/S P. K. S. & Co., (FRN. 007007C) Chartered Accountants has been appointed as Statutory Auditor to hold the office upto the ensuing Annual General Meeting and to conduct the Audit for the Financial Year 2023-24.

? Board proposed the re-appointment of M/S P. K. S. & Co., (FRN. 007007C) Chartered Accountants, in the ensuing Annual General Meeting for a period of 5 years until the conclusion of 14^th Annual General Meeting to be held in the year 2029. They have confirmed that they are not disqualified from continuing as Auditor of the Company. The written consent and Certificate for not disqualified to be as a statutory auditor of the company has been received by the proposed auditors.

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

Further Auditor remarked with respect to the audit trail that the company has used an accounting software for maintaining its books of accounts which have a feature of recording audit trail facility and the same has not operated throughout the year for all the relevant transactions recorded in the respective software.

To the above remark, board assured the members to maintain the said audit trail from the upcoming years.

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintenance is not applicable on the company.

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.

The Company was not required to appoint Independent Directors under Section 149(4) and Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 hence no declaration has been obtained.

There were no material changes and no commitment made by directors affecting financial position of the company, however, the company has been converted from Private into Public with effect from 30^th August 2024 with the consent of members taken in the Extra-ordinary General Meeting held on 9^th August 2024. Consequently, Name of the company has been changed from Shri Kanha Stainless Private Limited to Shri Kanha Stainless Limited.

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

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.

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 Board of Directors was duly constituted during the year. There were no changes took place in the constitution of Board during the Financial Year 2023-24.

However, during the period between the end of financial year 2023-24 and the date of board report, following changes took place in the composition of Board and KMP:

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 redesignated as Whole-Time director of the Company with effect from 14^th September 2024.

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

The Company generally complies with all the applicable Secretarial Standards.

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.

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitution of Corporate Social Responsibility Committee.

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 all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

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

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company and hence the Company has not devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

The provision of section 177 relating to audit committee is not applicable on the company.

Your director's further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is not required to form such policy.

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

During the year 2023-24, no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

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

For the Financial year 2023-24, 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.

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.

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

(ii) The company has not issue 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.

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.