34th AGM of the company will be held on Wednesday, 30th September, 2026 at the registered office of the company

HEERA ISPAT LIMITED 34th Annual Report CIN: L46200GJ1992PLC018101 FY 2025-2026 HEERA ISPAT LIMITED 34th AUDITED ANNUAL REPORT FOR THE YEAR 2025-2026 COMPANY REGISTRATION NO: 018101 CIN NO: L46200GJ1992PLC018101 REGISTERED WITH REGISTRAR OF COMPANIES, GUJARAT STATE EQUITY SHARES LISTED AT THE B S E LIMITED REGD.OFFICE: 304/305, Kamal Complex, C.G. Road, Navrangpura, Ahmedabad – 380009. E MAIL ID: heeraispat1992@gmail.com HEERA ISPAT LIMITED 34 Annual Report CIN: L46200GJ1992PLC018101 FY 2025-2026 NOTICE OF THE 34™ ANNUAL GENERAL MEETING NOTICE is hereby given that the Thirty Fourth (34t%h) Annual General Meeting of the members and shareholders of M/s. Heera Ispat Limited will be Held Wednesday September 30, 2026 at 10:00 A.M at the Registered Office of the Company situated at 304/305, Kamal Complex, C.G. Road, Navrangpura, Ahmedabad - 380009. ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year 2025-26 together with the Report of the Board ofD irectors and the Auditor’s thereon. To consider, and if thought fit, to pass the following Resolution as an Ordinary Resolution: “RESOLVED THAT the audited standalone financial statements of the Company including the Balance Sheet as at March 31, 2026, the statement of profit and loss, the cash flow statement for the year ended on that date, notes to financial statements, reports of the Board and Auditor’s thereon be and are hereby received, considered and adopted.” 2. To Ratify Appointment of Statutory Auditors and Approval of their remuneration To Consider and if thought fit to pass with or without modification following resolution as an Ordinary Resolution. “RESOLVED THAT Pursuant provisions of Section 139 of the Companies Act 2013 read with Rule, 3,4 & 8 of the Companies (Audit and Auditors) Rules 2014, M/s. Dhrumil A Shah & Co., Chartered Accountants, having ICAI Firm Registration Number 145163W and IT PAN Number DLZPS2978L as per their consent letter dated 31st July 2023, be and are hereby appointed as the Statutory Financial Auditors of the Company for the period of 5 years from 01st April 2023 to 31st March 2028 and to hold the office as such from the date of conclusion of 34th Annual General Meeting up to the date of conclusion of the 35th Annual General Meeting of the Company at such remuneration and reimbursement of out of pocket expenditure as may be approved by the shareholders in this meeting or the Managing Director in consultation with the Auditors for each financial year separately.” 3. Retirement by rotation of Mrs. Himanshi Jadeja (DIN: 10972928) and not offering herself for re-appointment To consider, and if thought fit, to pass the following Resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Articles of Association of the Company, Mrs. Himanshi Jadeja (DIN: 10972928) who retires by rotation at this Annual General Meeting, be and is hereby not re-appointed as a Director of the Company.” SPECIAL BUSINESS 4. To approve the regularization of Mr. Harshvardhan Katariya (DIN: 09583526) as HEERA ISPAT LIMITED 34 Annual Report CIN: L46200GJ1992PLC018101 FY 2025-2026 Managing Director and Chairman of the Company. To consider and, if thought fit, to pass the following as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 152, 161, 196, 197, 198, 203 and other applicable provisions, if any, of the Companies Act, 2013 read with Schedule V thereto, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 17 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re- enactment(s) thereof for the time being in force), and pursuant to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, the consent of the Members be and is hereby accorded to appoint and regularize Mr. Harshvardhan Katariya (DIN: 09583526), who was appointed as an Additional Director of the Company with effect from August 03,2026 under Section 161 of the Companies Act, 2013, and who holds office up to the date of this Annual General Meeting, as a Director and Chairman of the Company liable to retire by rotation. RESOLVED FURTHER THAT Mr. Harshvardhan Katariya be and is hereby appointed as the Managing Director and Chairman of the Company for a period of five (5) years commencing from August 03, 2026 up to August 02, 2031, upon the terms and conditions approved by the Board of Directors. RESOLVED FURTHER THAT considering the financial position of the Company and its incurred losses, Mr. Harshvardhan Katariya shall notbe entitled to receive any remuneration, salary, commission, perquisites, allowances or sitting fees during his tenure as Managing Director unless otherwise approved by the Board and the Members of the Company, wherever required, in accordance with the provisions of the Companies Act, 2013 and applicable SEBI Regulations. RESOLVED FURTHER THAT the Board of Directors (including any Committee thereof) be and is hereby authorized to alter, vary or revise the terms and conditions of appointment, including remuneration, from time to time, subject to the provisions of the Companies Act, 2013, Schedule V thereto and other applicable laws. RESOLVED FURTHER THAT any Director, Company Secretary or Chief Financial Officer of the Company be and is hereby severally authorized to do all such acts, deeds, matters and things and to file necessary forms and returns with the Registrar of Companies, Stock Exchange(s) and other statutory authorities as may be required to give effect to this Resolution." 5. Toapprove regularization of Mr. Rajesh Sutaria (DIN: 02102686) as as a Non-Executive Independent director of the company. To consider and, if thought fit, to pass the following as a Special Resolution: “RESOLVED THAT in pursuant to the provisions of Section 149, 152, 160 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Mr. Rajesh Sutaria HEERA ISPAT LIMITED 34 Annual Report CIN: L46200GJ1992PLC018101 FY 2025-2026 (DIN: 02102686), who was appointed as an additional director in the capacity of Non- Executive Independent Woman Director by the Board of Directors of the company w.e.f 03.08.2026 and who hold office up to the date of this Annual General Meeting or within a time period of 3 Months from the date of appointment, whichever is earlier, and in respect of whom the company has received a notice in writing under section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director, be and hereby appointed as Non-Executive Independent Director of the company, not liable to retired by rotation to hold office for a term of 5 (Five) consecutive years w.e.f. August 03, 2026. . RESOLVED FURTHER THAT in view of the financial position of the Company and considering that the Company is presently incurring losses, the Board hereby decides that, during the tenure of Mr. Rajesh Sutaria as a Non-Executive Independent Director of the Company, no sitting fees shall be paid to him for attending the meetings of the Board of Directors or any Committee thereof, and accordingly, the sitting fees payable to him shall be Nil, unless otherwise decided by the Board in the future, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. RESOLVED FURTHER THAT any Director of the Company, and/or the Company Secretary and Compliance Officer of the Company be and are hereby severally authorized to file the necessary e-forms with the Re [Showing first 8,000 characters — download PDF for full document]