Sudal Industries Ltd Directors Report

To

The Members,

Sudal Industries Limited

Your Directors present the 46th (Forty Sixth) Annual Report of the Company together with the Audited Statement of Accounts for the year ended March 31, 2025.

I. FINANCIAL RESULTS

The Companys performance during the year ended March 31, 2025 as compared to the previous Financial

Year, is summarized below:

(Rs. in Lacs)

Particulars	For the financial year ended 31st March, 2025	For the financial year ended 31st March, 2024
Total Revenue	15,508.31	14,419.49
Earnings before interest, depreciation and tax	1,282.19	735.57
Less: Interest and Finance Charges	308.71	915.57
Less: Depreciation	205.55	179.41
Profit/(Loss) Before Exceptional Item and Taxation	767.93	-359.41
Exceptional Item	0.00	12540.97
Less: Provisions for Current Tax	130.00	0
Less: Provision for Deferred Tax	35.48	0
Less :Provision for tax for earlier year	32.68	63.92
Profit/(Loss) after Tax	569.77	12117.66
Other comprehensive income	-8.80	1
Total comprehensive income for the year	560.97	12118.66

OPERATIONS AND RESULTS:

During the year under review, the revenue from operation was moderately higher over previous year. Even in current year the performance continued to be affected by frequent price variation arising due to price velocity at London Metal Exchange.

There was no change in the nature of business during the year under review.

DIVIDEND:

The Board of Directors has decided to augment fund for stabilization and growth thus have not recommended any dividend for the financial Year under review.

TRANSFER TO RESERVES:

The Company has not recommended to transfer any amount out of the profit to reserves during the year under review. Hence, the entire profit for the year under review has been carried forward to the Profit and Loss Surplus account.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

During the year under review, the Company did not have any subsidiary, associate and joint venture Company.

DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

DISCLOSURES UNDER SECTION 134 (3) (i) OF THE COMPANIES ACT, 2013:

In terms of Section 134(3)(l) of the Act, except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this Report

INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

In the matter of appeal filed by one of the unsecured financial creditor of the Company, Honble National Company Law Appellate Tribunal, New Delhi (NCLAT) vide Order dated 22 July, 2024 has set aside the Companys Pre-package Insolvency Resolution Plan (PIRP) approved by Honble National Company Law Tribunal (N Order), Mumbai vide Order dated August 10, 2023. The Company has filed an appeal against the aforesaid Order before Honble Supreme Court who vide their Order dated October 4, 2024, granted a stay on the NCLAT Order. The Company has implemented the PIRP as per the directions of the NCLT Order dated August 10, 2023.

The Provident Fund authority had carried the examination of records and have raised demand for arrear for last eight years and Company have obtained the stay against the said demand.

No orders have been passed any other by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future,.

PARTICULARS OF CONTRACTS/ ARRANGEMENTS WITH RELATED PARTIES:

The details of material transactions / contracts / arrangements entered by the Company with related party / parties as defined under the provisions of Section 2 (76) of the Companies Act, 2013, during the Financial Year under review, are furnished in Annexure - I and forms part of this Report.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

During the year under review, there were no loans, guarantees given and investments made and securities provided on behalf of the others. The details with respect to outstanding loans, guarantees, investments and securities has been furnished in Note No.40 which forms part of the Financial Statements for the year ended March 31, 2025.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT & CORPORATE GOVERNANCE REPORT:

Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is attached and marked as Annexure - II, forms part of this Report.

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL: BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

a) Composition:

As on March 31, 2025, the Board Comprised of 6 (Six) Directors including one Independent Women Director. The Board has an appropriate mix of Executive Directors, Non-Executive Directors and Independent Directors, which is in compliance with the requirements of the Act and the Listing Regulations and is also aligned with the best practices of Corporate Governance.

b) Retirement by rotation:

In accordance with the provisions of Section 152(6) of Act read with the Companies (Management and Administration) Rules, 2014, Mr. Shyatanu Chokhani (DIN: 02444142), being longest in the office shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment. The Board of Directors, on the recommendation of Nomination and Remuneration Committee, recommends his reappointment to the Members of the Company.

c) Appointment and reappointment:

During the year under review:

• Ms. Madhuri Ahire (DIN: 10338913) was appointed as an Independent Director to hold office for a first term of 5 (five) consecutive years commencing from November 6, 2023 to November 5, 2028 (both days inclusive) by the Members of the Company at the 45th Annual General Meeting of the Company.

• Mr. Lalit Maharashi (DIN: 08519212) was re-appointed as an Independent Director, to hold office for a second term of 5 (five) consecutive years commencing from July 25, 2024 to July 24, 2029 (both days inclusive) by the Members of the Company at the 45th Annual General Meeting of the Company.

• Pursuant to recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company, subject to approval of members, appointed of Mr. Ranjeetkumar Sharma (DIN:00033074) as the Independent Director of the Company, for a period of five years with effect from February 10, 2025 to February 09, 2030 subject to the approval of the Members of the Company at the ensuing Annual General Meeting.

d) Cessation:

During the year under review, the term of Mr. Jal Thanawala (DIN: 06912221), as Independent Director of the Company came to an end on closure of business hours of September 26, 2024.

The Board places on record its sincere appreciation for the valuable contribution and guidance provided by Mr. Jal Thanawala during his association as Non-Executive Independent Director of the Company.

DECLARATIONS BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors under Section 149(6) of the Companies Act, 2013, confirming their independence vis-?-vis the Company.

In the opinion of the Board, each of the Independent Director possess requisite integrity, expertise, and experience for acting as an Independent Director of the Company.

All the Independent Directors who are required to undertake the online proficiency self-assessment test as contemplated under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, have complied with the same

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

a. BOARD MEETINGS:

The Board of Directors met 4 (four) times during the Financial Year ended March 31, 2025 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

The dates on which the Board of Directors met during the Financial Year under review are as under:

May 30, 2024 August 14, 2024 November14,2024 February 10, 2025

The time interval between two Board meetings did not exceed the maximum permissible limit prescribed under the Act and applicable laws.

b. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2025 the Board of Directors hereby confirms that:

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

such accounting policies have been selected and applied 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 Financial Year ended March 31, 2025 and of the profit of the Company for that year;

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;

the annual accounts of the Company have been prepared on a going concern basis;

the internal financial controls laid down have been followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

c. NOMINATION AND REMUNERATION COMMITTEE:

Nomination and Remuneration Committee of Directors reconstituted in accordance with the provisions of Section 178 of the Act.

The composition of the said Committee as on March 31, 2025 was as under:

Sr. No.	Particulars	Members
1	Mr. Lalit Maharshi	Non-Executive Independent Director (Chairman)
2	Ms. Madhuri Ahire	Non-Executive Independent Director (Member)
3	Mr. Sudarshan S Chokhani	Chairman of the Company

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

Major criteria defined in the policy framed for appointment of and payment of remuneration to the Directors of the Company, are as under:

Minimum Qualification Positive Attributes Independence Experience

The Policy is also available on the Companys website i.e. www.sudal.co.in.

The Company Secretary acts as the Secretary of the Nomination & Remuneration Committee.

d. AUDIT COMMITTEE:

The Audit Committee of Directors constituted under the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 confirms the compliance of the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section.

The Audit Committee as on March 31, 2025 comprised of: Up to November 14 ,2024

Sr. No.	Particulars	Members
1	Mr.Lalit Mahershi	Non-Executive Independent Director (Chairperson )
2	Ms Madhuri Ahire	Non-Executive Independent Director (Member)
3	Mr. Sudarshan Chokhani	Executive Director (Member)

From February 10, 2025

Sr. No.	Particulars	Members
1	Mr.Lalit Mahershi	Non-Executive Independent Director (Chairperson )
2	Ms Madhuri Ahire	Non-Executive Independent Director (Member)
3	Mr. Sudarshan Chokhani	Executive Director (Member)

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Audit Committee.

The Company Secretary acts as the Secretary of the Audit Committee.

e. STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the year under review, pursuant to Section 178 of the Companies Act, 2013, the Board of Directors of the Company constituted the Stakeholders Relationship Committee, comprising of the following members as on March 31, 2025:

Sr. No.	Particulars	Members
1	Mr. Sudarshan S Chokhani	Executive Director (Chairman)
2	Ms. Madhuri Ahire	Non-Executive Independent Director (Member)
3	Mr. Lalit Mahershi	Non-Executive Independent Director (Member).

The Company Secretary acts as the Secretary of the Stakeholders Relationship Committee.

VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 178 (9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral, and legal conduct of business operations.

BUSINESS RISK MANAGEMENT:

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations, or circumstances, which may lead to negative consequences on the Companys businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual / strategic business plans and in periodic management reviews.

ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an evaluation of its own performance, the directors individually, as well as the evaluation of all Committees. The manner in which evaluation has been carried out is detailed in Annexure - III, which forms part of this Report.

INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Companys business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws, and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

DISCLOSURE UNDER SECTION 197 (12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year under review has been furnished and marked as Annexure - IV.

AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under: a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2025: Auditors Observation

The observations made by the Statutory Auditors in their report for the Financial Year ended March 31, 2025. "On the Going concern assumption is presently dependent on the outcome of the aforesaid appeal, being legal matter and presently sub-judice, we are unable to comment on the impact on the net profit/ cash flows for the quarter and year ended March 31, 2025, liabilities and other equity as at March 31, 2025."

Management response

The management has started to incorporate , in existing policy , the recommendation of auditors including framing of SOP wherever required.

b. APPOINTMENT OF STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, Bagaria & Co. LLP, Chartered Accountants (Firm Registration No. 113447W/W-100019), the Statutory Auditors of the Company, hold office up to the conclusion of the 48th Annual General Meeting.

The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company.

c. FRAUD REPORTING:

During the year under review, there were no instances of material fraud falling under Rule 13 (1) of the Companies (Audit and Auditors) Rule, 2014, reported by the Statutory Auditors of the Company during the course of the Audit conducted.

d. SECRETARIAL AUDITORS:

Pursuant to Section 204 of the Companies Act, 2013 and the rules made thereunder (including any statutory enactments thereof), the Board had appointed M/s. Rathi and Associates, Practicing Company Secretaries to conduct the Secretarial Audit of the Company for the Financial Year 2024-25.

e. COST AUDITORS:

Pursuant to the provision of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company is required to appoint a Cost Auditors for auditing the cost and other relevant records of the Company.

In accordance with the said provisions and as per the recommendation of the Audit Committee, the Board of Directors at their meeting dated August 14, 2025 re-appointed M/s. Hemant Shah & Associates, Cost Accountants (Firm Reg. No. 000394), as the Cost Auditors of the Company for the Financial Year 2025-26 on a remuneration of Rs. 100000/-for the applicable Product Groups. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the Members in the General Meeting for their ratification. Accordingly, a Resolution seeking members ratification for remuneration payable to M/s. Hemant Shah & Associates, Cost Auditors is included in the Notice of the ensuing Annual General Meeting.

OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, Extract of the Annual Return for the Financial Year ended March 31, 2025 made under the provisions of Section 92 (3) of the Act is available on the website of the Company at www.sudal.co.in under the section "Annual Return financial Year 2024-25".

b. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO:

The particulars as required under the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure - VI which forms part of this Report.

c. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social responsibility policy) Rules, 2014, were not applicable to your Company during the Financial Year 2024-25 and accordingly compliances with respect to the same were not applicable to the Company during the year under review.

d. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace and has also established an Internal Complaints Committee, as stipulated by The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules thereunder. No case pertaining to sexual harassment at workplace has been reported to Company during the Financial Year 2024-25.

Sr. No.	Particulars	No. of Complaints
1	Number of complaints of sexual harassment received in the year	0
2	Number of complaints dispose of during the year;	0
3	Number of cases pending for more than ninety days	0

e. GENERAL:

The Board of Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions or applicability on these items during the year under review:

• DISCLOSURE UNDER SECTION 43 (a) (ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43 (a) (ii) of the Act read with Rule 4 (4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

• DISCLOSURE UNDER SECTION 54 (1) (d) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54 (1) (d) of the Act read with Rule 8 (13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

• DISCLOSURE UNDER SECTION 62 (1) (b) OF THE COMPANIES ACT, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62 (1) (b) of the Act read with Rule 12 (9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

• DISCLOSURE UNDER SECTION 67 (3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67 (3) of the Act read with Rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is in compliance with the mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS:

Subject to the applicable provisions of the Companies Act, 2013, all documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members. A member shall be entitled to request for physical copy of any such documents.

INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, the appeal filed by one of the unsecured financial creditor of the Company, Honble National Company Law Appellate Tribunal, New Delhi (NCLAT) vide Order dated 22 July, 2024 has set aside the Companys Pre-package Insolvency Resolution Plan (PIRP) approved by Honble National Company Law Tribunal (N Order), Mumbai vide Order dated August 10, 2023. The Company has filed an appeal against the aforesaid Order before Honble Supreme Court who vide their Order dated October 4, 2024 granted a stay on the NCLAT Order. The Company has implemented the PIRP as per the directions of the NCLT Order dated August 10,2023.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION:

During the year under review, there is no disclosure to be made with respect to 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.

COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961

The Company is in compliance with respect to the provisions relating to Maternity Benefit Act, 1961.

ACKNOWLEDGMENTS AND APPRECIATION:

The Board of Directors take this opportunity to thanks the Customers, Shareholders, Suppliers, bankers, Business partners/Associates, Financial Institutions and State Governments for their consistent support and encouragement to the Company.

For & on behalf of the Board of Directors
of Sudal Industries Limited
Sd/-	Sd/-
Sudarshan S Chokhani	Mukesh V Ashar
Managing Director	Whole-time Director & Director
DIN: 00243355	DIN: 06929024
Date: May 29, 2025
Place: Mumbai