Shareholders meeting

Date: 18th July, 2026 To, To, The Manager, Listing Department, Listing & Compliance, National Stock Exchange of India Limited, BSE Limited C-1, G-Block, Bandra-Kurla Complex Phiroze Jeejeebhoy Towers, Bandra (E), Mumbai – 400 051 Dalal Street, Mumbai - 400 001 Ref: Scrip Code – 540393 Ref: Scrip Symbol – SMLT Subject: Annual General Meeting Notice, Integrated Annual Report 2025-26. Dear Sir/Madam, The Thirty-First Annual General Meeting (“AGM”) of the Company will be held on Tuesday, August 18, 2026 at 12:30 P.M. at Hotel Ashish International, G.E. Road, Bhilai Power House - 490011. Pursuant to Regulation 34(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are submitting herewith the Integrated Annual Report of the Company along with the Notice of AGM for the financial year 2025-26 which is being sent to the Members, who have registered their e-mail addresses with the Company / Depositories, through electronic mode. To access Integrated Annual Report containing the Notice uploaded on the Company’s website Click Here. Kindly take the same on your record. Yours’ Faithfully, For, Sarthak Metals Limited Pratik Jain Company Secretary and Compliance Officer Encl. as above. Stronger Core. Wider Horizons. SARTHAK METALS LIMITED Annual Report 2025-26 India remained one of the world’s most taking root. Flux Cored Wire, our welding Stronger core. attractive steel markets through the year, consumables business, is built on the same supported by sustained investments in manufacturing competencies that anchor infrastructure, railways, housing, and our core operations. In its first full year, it manufacturing. Yet parts of the value sold more than 1,400 tonnes and secured chain, particularly specialised downstream RDSO approval from Indian Railways. This is products, continued to face unfair about more than a wider product portfolio; Wider horizons. competition and pricing distortions. Against it deepens our relevance in the industry, this backdrop, our flagship cored wire unlocks new markets, and positions us to business grew volumes by 14%, Revenue serve India’s growing infrastructure sector from Operations rose 8% to ₹192 Crore, with quality welding consumable products. and our welding consumables division Through this period of transition, our completed its first full year with revenue of commitment to responsible operations, ₹16 Crore, ahead of our expectations. resource optimisation, and ethical conduct Steel is judged by how it performs under load. Companies Discipline remained the common thread has stayed resolute, underpinning our are judged the same way. After three demanding years, through the year. We continued to prioritise pursuit of long-term value creation for all our FY26 saw Sarthak Metals return to growth, with a stronger profitability over volume, strategically stakeholders. holding back in segments where commercial core business performance and new engines beginning to Heat and pressure give steel its strength. viability stayed under pressure, such as deliver financial results. The strength we preserved through They have done the same for Sarthak Metals, aluminium flipping coils, while strengthening and we now move forward more focused and the downturn is now finding direction. engagement with key customers in the determined than ever. businesses that showed resilience and growth. With a stronger core and wider horizons, our business is built not just to endure, but Diversification, the path we chose to reduce to grow. reliance on traditional revenue streams and dependence on one end-user industry, is Inside this report STRATEGIC REVIEW Client Relationships 26 FINANCIAL STATEMENTS The Leadership 28 Independent Auditors’ Report 85 Company Profile 02 Management Discussion Balance Sheet 94 Desraj Bansal Group 04 and Analysis 30 Statement of Profit and Loss 95 Journey So Far 06 Statement of Cash Flow 96 Product Portfolio 08 Statement of Changes In Equity 97 New Frontier: Flux Cored Wire 12 STATUTORY REPORTS Notes to Financial Statement 98 Manufacturing Edge 16 Notice 36 Letter to Shareholders 18 Directors’ Report 51 Key Performance Indicators 20 Corporate Governance Report 60 For more information: Growth Blueprint 22 www.sarthakmetals.com Sustainability 24 Forward Looking Statement This Annual Report contains forward-looking statements intended to help investors understand our future prospects and make well-informed investment decisions. These statements, which may be found in this report as well as in other written or oral communications we issue periodically, reflect anticipated outcomes based on the management’s current plans, assumptions, and expectations. Where possible, such statements are identified by terms like ‘anticipate’, ‘estimate’, ‘expect’, ‘project’, ‘intend’, ‘plan’, ‘believe’, and similar expressions relating to future performance. While we believe these assumptions are reasonable and have exercised due caution in formulating them, we cannot guarantee that the outcomes will be achieved. Actual results may differ materially from those expressed or implied due to risks, uncertainties, and unforeseen factors or inaccuracies in the assumptions. Investors are advised to consider these risks carefully. We undertake no obligation to update any forward-looking statements publicly, whether due to new information, future events, or otherwise. 2 COMPANY PROFILE 3 Setting the standard in metallurgical solutions Vision Our vision captures the shared aspiration and united purpose that drives everyone at Sarthak Metals: Among India’s foremost manufacturers of cored wires and aluminium flipping coils, • New benchmarks in product quality Sarthak Metals Limited (SML) is a distinguished entity of the ₹650+ Crore Desraj and services for domestic and global Bansal (DB) Group. The Company has also built an emerging presence in welding customers consumables through its flux cored wires product category. Steelmakers across the • Create an environment to promote country regard SML as a trusted partner in contemporary steel metallurgy, valued constant innovation to add value to customers for its reliability and precision. • Set high ethical standards among domestic and global marketplace to be recognised as a preferred vendor SML’s story began in 1995 as an industrial gas manufacturer under the DB Group. A strategic transition in 2002 took the Company into cored wire production, and it has consistently advanced metallurgical processes within the steel sector ever since. Today, SML delivers state-of-the-art wire injection technologies to steelmakers nationwide. SML at a glance Manufacturing and exporting cored wires and aluminium flipping coils forms the core of our operations. These essential consumables enhance and refine steel quality, and are vital to achieving the precise chemical compositions that modern steel manufacturing demands. We complement this portfolio with advanced wire injection systems, which enable clients to inject cored wires into molten steel with superior control and consistency. 10,000 3,600 15,000 15+ TPA TPA TPA Production Production Production Countries in our capacity for capacity for Flux capacity for Aluminium growing global Cored Wires Cored Wires Flipping Coil footprint 150+ debt-free 425+ 5 Customers Virtually debt-free Committed Member served till date balance sheet workforce R&D team (0.05x debt to equity) 62-5202 tropeR launnA | detimiL slateM kahtraS Sarthak Metals Limited | Annual Report 2025-26 Quality, engineered into everything Steel manufacturing allows no margin for error. Quality therefore defines our identity at Sarthak Metals rather than being merely a requirement, and we uphold rigorous quality assurance protocols, including: • Thorough quality checks at every stage of production • An in-house laboratory dedicated to testing raw materials and finished products • Uncompromising adherence to international quality standards This consistent focus on performance has won us the confidence of India’s leading steel manufacturers and enabled our successful expansion into global markets. From consumables supplier to comprehensive provider of metallurgical Reshaping the business for resilience solutions, and now a growing presence Steel is a cyclical industry, and SML is proactively in welding consumables, SML’s evolution transforming its business model so that resilience and sustainable growth do not depend on how is evidence of its resilience, adaptability, any one particular industry performs. Our strategic and commitment to results. initiatives include: • Building a broader metallurgical solutions portfolio Located where it matters • Growing our welding consumables business Bhilai, Chhattisgarh, at the heart of one of India’s largest to address opportunities in fabrication and steel ecosystems, is home to our ISO 9001:2015 certified specialised welding applications manufacturing facilities. This location delivers logistical efficiency and puts us in close proximity to some of the • Deepening our presence in the foundry and nation’s largest steel producers, many of whom regard us fabrication sectors, opening customer segments as their preferred supplier. beyond traditional steel manufacturing Engineering excellence and metallurgical expertise Together, these moves position SML to capture a shape every product and solution we deliver. Our greater share of the value chain within its existing uncompromising standards for quality are the foundation business, scale newer categories such as welding on which our clients’ trust rests. consumables, and mitigate sector-specific risks. stnemetatS laicnaniF stropeR yrotutatS weiveR cigetartS Strategic Review Statutory Reports Financial Statements 62-5202 tropeR launnA | detimiL slateM kahtraS Sarthak Metals Limited | Annual Report 2025-26 4 5 stnemetatS laicnaniF stropeR yrotutatS weiveR cigetartS Strategic Review Statutory Reports Financial Statements DESRAJ BANSAL GROUP Strength across metals and energy The Group’s three entities Three dynamic entities make up the DB Group, each contributing strategically to our growth trajectory: Our roots run deep in India’s steel heartland as the flagship entity of the esteemed Sarthak Metals Limited Desraj Bansal Group (DB Group), a ₹650+ Crore business conglomerate whose 1 Leading the way distinguished legacy spans over 5 decades in the metallurgy and energy sectors. With 5 advanced manufacturing facilities and 3 core business entities, the Group exemplifies industrial leadership. Advanced metallurgical solutions are SML’s Capacities: domain within the Group. As India’s leading 10,000 15,000 TPA TPA manufacturer of metallurgical cored wires and Industrial oxygen and carbon dioxide production reinforce our leadership in metallurgical consumables, aluminium flipping coils, the Company meets Cored Wires Aluminium Flipping Coil marked the Group’s beginnings, addressing the growing supplemented by our energy solutions. Combining the critical needs of steelmakers with precision, metallurgical demands of neighbouring industries. financial strength with customer-centric solutions efficiency, and uncompromising quality. Its 3,600 TPA From that foundation, and driven by a commitment to continues to set us apart in a competitive landscape. recent diversification into welding consumables innovation, the portfolio has strategically widened into Growing responsibly opens the next phase of growth. Flux Cored Wires advanced metallurgical solutions. Ferro Titanium under the Ferro Alloy Division came first, followed over time Profitability is only part of our mandate; responsible by cored wires, aluminium flipping coils, wire feeder growth is the other. The Desraj Bansal Group actively machines and, most recently, welding consumables supports initiatives in education, healthcare, and under the leadership of SML. environmental sustainability, and carries a people- first philosophy across all campuses and project At the centre of India’s steel belt Bansal Brothers sites, with a steadfast focus on health, safety, and 2 Bhilai, Chhattisgarh houses all 5 of our state-of-the- social responsibility. Specialty alloy expertise art facilities, giving us direct access to some of India’s largest steel producers. This positioning lets us serve industry leaders as their preferred metallurgical partner, Bansal Brothers, established in 2007, carries 11,000 Catering to TPA with faster delivery, reduced logistics costs, and the Group’s expertise in specialty ferro alloys. FERROUS AND seamless collaboration. This ISO 9001:2000 certified unit commenced Installed Capacity NON-FERROUS Trust earned over decades operations in 2009 and ranks among India’s sectors alike most trusted producers of Ferro Titanium and Domestic and global clients alike have placed other essential alloys, with a name synonymous lasting confidence in the DB Group. With revenues with quality and reliability in the ferro alloy exceeding ₹650 Crore in FY26, we continue to manufacturing sector. Sarthak Energy Private Limited 3 Clean energy in action Sustainability finds expression in Sarthak 2 Power off take via state MW Energy. With a 2 MW renewable energy PPAs generation capacity located in Bhilai, it supplies Solar energy assets clean energy to the state grid through long- term power purchase agreements (PPAs). Its solar installations demonstrate how industrial growth and environmental stewardship can advance together. 62-5202 tropeR launnA | detimiL slateM kahtraS Sarthak Metals Limited | Annual Report 2025-26 6 7 stnemetatS laicnaniF stropeR yrotutatS weiveR cigetartS Strategic Review Statutory Reports Financial Statements JOURNEY SO FAR Three decades of Welding Consumables Completes forward motion Full-FY of Operations FY26 marked the first full year of our welding consumables business, which delivered ₹16 Crore in revenue and received RDSO approval from Indian Railways in April 2025. Innovation, strategic foresight, and a strong commitment to quality have defined our path from modest Scaling Up for Demand A Revenue Landmark beginnings to a trusted name in the Moving to the Mainboard We surpassed the ₹450 Crore Robust market demand led us to triple metallurgical consumables industry. November 2021 brought a pivotal revenue mark for the first time the production capacity of our Flux Evolution at SML is a continuous migration to the mainboard of BSE and in FY22, underscoring the Cored Wires division, from 1,200 TPA in NSE. The transition provided greater robustness of our business model. FY24 to 3,600 TPA in FY25. mindset, not a one-time event. For visibility, broader investor participation, nearly 3 decades, we have consistently and reinforced our market positioning. adapted to the dynamic needs of the Stepping into Biotechnology metallurgical sector, creating enduring Into Welding Consumables value for our customers, shareholders, The launch of Flux Cored Wires in We ventured into biotechnology in Integrating Backward 2024 with a pilot R&D facility in Nagpur, and stakeholders. FY23 took us beyond metallurgical Maharashtra, focused on alternate Aluminium wire rod production consumables into the welding energy applications such as bioethanol commenced in 2018, initiating backward consumables segment, supporting and biogas. integration. The move enhanced India’s Atmanirbhar Bharat initiative. Where It Began our control over raw material sourcing and strengthened our capabilities in Sarthak Metals Marketing Private Limited the aluminium flipping coil segment. was born in 1995 with the establishment of an industrial gases unit in Bhilai, Chhattisgarh. Supplying oxygen and carbon dioxide to regional industries, this initial venture addressed a critical need in Going Public the local metallurgical ecosystem. A successful IPO on the BSE SME Exchange made us a publicly listed company in 2017. Beyond access to capital markets, the milestone The Cored Wire Leap reflected investors’ confidence in our vision and potential. Steelmakers’ evolving requirements prompted our strategic entry into cored wire manufacturing. Our first in-house cored wire mill marked the foray into metallurgical consumables, delivering A New Identity modern solutions that enhanced both We rebranded as Sarthak Metals steel quality and operational efficiency. Private Limited in 2016, aligning our identity with our expanded capabilities and diversified ambitions. Widening the Portfolio Aluminium flipping coils were added to our product portfolio in 2008, further Turnkey Capability strengthening our position as a holistic Cored wire injection systems arrived metallurgical solutions provider. A keen in 2012, streamlining steelmaking understanding of industry trends and processes for our clients through turnkey a commitment to delivering integrated solutions that seamlessly combined value drove this diversification. products and technology. 5991 2002 8002 1202 8102 7102 6102 2102 2202 3202 6202 5202 4202 Sarthak Metals Limited | Annual Report 2025-26 8 PRODUCT PORTFOLIO 9 Grounded in metallurgy. Growing beyond it. Three decades of industry expertise, continuous innovation, and enduring customer relationships have shaped our product portfolio. A steadfast commitment to value-added metallurgical solutions has established us as a trusted partner, synonymous with process reliability, chemical precision, and operational excellence in steelmaking. 62-5202 tropeR launnA | detimiL slateM kahtraS Cored Wires, Aluminium Flipping Coils, and Wire Injection Systems make up our comprehensive range, designed to optimise steel properties and metallurgical outcomes across critical industries. From deoxidation to grain refinement, these solutions introduce specific characteristics that enable the production of diverse steel grades tailored to evolving market needs. Flux Cored Wires, our recent addition, are Our four product families designed to create durable welding joints for industrial and heavy-duty applications. 1 Cored Wires The category marks a strategic expansion beyond core metallurgy, positioning us in the industrial welding segment 2 Aluminium Flipping Coils and supporting the infrastructure and fabrication sectors. Robust R&D, stringent quality controls, and deep metallurgical 3 Wire Injection Systems insight underpin every product, making Sarthak Metals a collaborative solutions partner, and not merely a preferred vendor, 4 Flux Cored Wires for steel producers, foundries, fabricators, and infrastructure developers. Our Key Product Categories Include: 1 Cored Wires Core functions: Application industries: Product range: Continuous steel tubes filled with alloy powders, our • Steel refining 1. Steel • Calcium Silicide cored wires are precisely formulated to meet specific • Alloy addition • Calcium Iron steel grades and processing requirements. Injected 2. Stainless Steel • Deoxidation • Calcium Aluminium Iron into molten metal with pinpoint accuracy, they • Desulphurisation 3. Foundries • Calcium Solid Wire facilitate essential chemical transformations. • Denitrification • Lead Cored Wire Compared with traditional single-shot alloy addition, • Dephosphorization • Ferro Titanium cored wires ensure homogeneous dispersion, Through these processes, our • Carbon minimise wastage, and offer enhanced metallurgical cored wires contribute directly • Ferro Boron control. The result is improved productivity, superior to producing high-quality steel • Magnesium Ferrosilicon steel cleanliness, and greater consistency, all key with tailored characteristics • Nitride Manganese differentiators in today’s competitive market. and mechanical properties. • Ferro Niobium 2 Aluminium Flipping Coils Key benefits: Application industries: Essential to steel deoxidation, our Aluminium • Grain refinement The ‘pancake’ ferrite grains that 1. Steel Mills Flipping Coils are renowned for their performance • Nitride formation aluminium helps form are critical and cost-effectiveness, ensuring the production of 2. Flat and Long Product • Enhanced drawing for automotive and industrial- clean, high-grade steel. grade steels. Compared with Manufacturers quality ingots or notch bars, our coils offer • Strengthening low- 3. Automotive-Grade superior economy, precision, and carbon steels Steel Producers operational convenience, making them indispensable in efficient steel plants. stnemetatS laicnaniF stropeR yrotutatS weiveR cigetartS Strategic Review Statutory Reports Financial Statements 62-5202 tropeR launnA | detimiL slateM kahtraS Sarthak Metals Limited | Annual Report 2025-26 10 11 stnemetatS laicnaniF stropeR yrotutatS weiveR cigetartS Strategic Review Statutory Reports Financial Statements PRODUCT PORTFOLIO 3 Wire Injection Systems Product range: Wire Injection Systems (Feeder Machines) Our customised machines With India’s steel manufacturing complete our value chain, enabling the precise comes in 1-strand, 2-strand and capacity expanding, we are actively delivery of cored wires into molten steel. These 4-strand configurations, capable deploying these systems across systems exemplify our commitment to end-to- of feeding wires from 5 mm to client facilities. This forward- end solutions. 18 mm in diameter at speeds up integrated approach builds to 300 metres per minute. They long-term partnerships, deepens As we diversify our offerings ensure seamless control over our integration into customers’ and deepen our presence alloy injection and metallurgical production value chains, and drives in the infrastructure and transformation, enhancing both consistent, repeat business. heavy engineering sectors, quality and yield. this segment stands out as a significant growth driver. 4 Flux Cored Wires Key benefits: Product range: Application Industries: Flux Cored Wires mark our strategic entry • Higher deposition rates Seven grades across three 1. Shipbuilding into industrial welding applications and • Stronger weld joints product families: support the shift towards import substitution 2. Infrastructure & • Excellent bead appearance in a segment traditionally reliant on imports. • Carbon Steel Construction • Superior mechanical • Stainless Steel Built on Flux Core Arc Welding (FCAW) toughness and impact values 3. Fabrication Workshops • Hardfacing technology, these wires form a protective gas shield, enabling high-efficiency welding even 4. Mechanical Engineering in challenging outdoor environments. 5. Hardfacing & Surfacing Applications 62-5202 tropeR launnA | detimiL slateM kahtraS Sarthak Metals Limited | Annual Report 2025-26 12 13 stnemetatS laicnaniF stropeR yrotutatS weiveR cigetartS 62-5202 tropeR launnA | detimiL slateM kahtraS Strategic Review Statutory Reports Financial Statements Sarthak Metals Limited | Annual Report 2025-26 12 NEW FRONTIER: FLUX CORED WIRE 13 A wider canvas for The science inside the wire Integral to Flux Core Arc Welding (FCAW), Serving demanding industries Flux Cored Wires represent a sophisticated class of Engineered to perform in demanding environments, welding consumables. A flux-filled core sits within our FCWs serve: our capabilities a metal sheath which, upon melting, generates a protective gas shield around the weld joint, ensuring superior strength, efficiency, and finish. Fabrication workshops and mechanical industries Product benefits: • Accelerated welding through high deposition rates Steel has been the bedrock of Sarthak Metals’ legacy, with our metallurgical Heavy engineering and • Clean welds with an aesthetically appealing finish solutions empowering steelmakers to enhance quality, optimise costs, and construction projects improve yields. The manufacturing landscape is evolving, and so are we. Flux • Well suited to welding thicker sections Cored Wires (FCWs) open a new chapter that extends our expertise beyond • High mechanical strength and impact resistance Shipbuilding and automotive traditional industries into a high-potential domain, positioning us to leverage • Alloy compositions customisable for manufacturing the growth opportunities in the welding consumables sector, especially in specialised applications fabrication, infrastructure and beyond. • Strong tolerance to surface impurities, minimising preparation work Structural steel welding Hardfacing and wear- resistant surfacing Welding of carbon, alloy, stainless, and duplex steels 62-5202 tropeR launnA | detimiL slateM kahtraS Sarthak Metals Limited | Annual Report 2025-26 Purpose behind the pivot Deliberate and forward-looking, our entry into the FCW market leverages our core manufacturing expertise in cored wires and allows us to benefit from India’s growing infrastructure boom. Moving Past Building on Riding India’s Core Metallurgy Technical Strength Infrastructure Wave FCWs extend our portfolio Our established proficiency in Construction, shipbuilding, into applications where cored wire manufacturing provided automotive, and power industrial welding is critical. a strong foundation for success in projects across India continue This diversification reduces the FCW segment. Robust process to fuel demand for reliable, reliance on the cyclicality of know-how and quality control high-performance welding the steel sector, broadens systems ensured rapid learning and consumables. Sarthak Metals is our addressable market, and accelerated time-to-market. poised to meet this demand with enhances revenue stability. its advanced FCW solutions. Offering a Strong Advancing Import Value Proposition Substitution Sophisticated chemical India still meets much of its formulations place FCWs, FCW demand through imports, high-value and precision- particularly from China. Our foray engineered consumables, aligns with the nation’s vision of in a premium market industrial self-reliance (Atmanirbhar segment. Our metallurgical Bharat) and targets a significant credentials position us to opportunity for indigenous deliver superior products manufacturing, one that Sarthak with attractive margins. Metals is primed to capture. stnemetatS laicnaniF stropeR yrotutatS weiveR cigetartS Strategic Review Statutory Reports Financial Statements 62-5202 tropeR launnA | detimiL slateM kahtraS Sarthak Metals Limited | Annual Report 2025-26 14 15 stnemetatS laicnaniF stropeR yrotutatS weiveR cigetartS Strategic Review Statutory Reports Financial Statements NEW FRONTIER: FLUX CORED WIRE A market moving in our favour Certified and approved The road from here FCW market dynamics remain robust and expanding: Seven grades across 3 categories, carbon steel, Far more than a product launch, our entry into stainless steel, and hardfacing wires, currently flux cored wires marks a strategic leap into the make up our FCW range. All our FCW products are future of industrial manufacturing. By combining India’s Infrastructure manufactured under stringent quality standards our metallurgical expertise with advanced Boom and certified for industrial reliability: welding technology, we deliver solutions that support India’s growth story, foster self-reliance, and establish Sarthak Metals as a leader beyond Metro rail, highways, ports, and energy projects the steel sector. at scale are driving demand for fast, reliable, high- strength welding solutions. Powering India’s self-sufficiency agenda is a matter of pride for us, as we reduce import dependence and provide high-performance, locally manufactured alternatives that meet Complex Welding Boiler & global benchmarks. Requirements Pressure Vessel Certificate Shipbuilding, railways, and defense need FCWs to weld thicker, more challenging materials, beyond the capabilities of traditional solutions. These accreditations open access to major institutional and government procurement opportunities. Faster Project Turnarounds Higher welding speeds and reduced downtime make FCWs the preferred choice for project managers. Technological Advancements Ongoing innovation in flux chemistry and alloy design keeps broadening the scope of FCWs for both general and mission-critical applications. Scale, achieved and delivering FY24: Commissioned FY25: Expanded More than a business expansion, our FCW journey a FCW facility capacity to is a strategic alignment with the national agenda for industrial self-reliance. With India currently importing 1,200 3,600 TPA TPA the majority of its FCW requirements, predominantly from China, we offer a credible, high-quality domestic alternative. FY26: First full year at expanded capacity, with more than 1,400 ₹16 Tonnes Crore Sold Annual sales This scale-up aligns with the global China+1 strategy, enhancing India’s manufacturing resilience and providing a reliable local source for FCW consumers. Our products are supported by key certifications and vendor approvals, underscoring our commitment to quality and global standards. 62-5202 tropeR launnA | detimiL slateM kahtraS Sarthak Metals Limited | Annual Report 2025-26 16 17 stnemetatS laicnaniF stropeR yrotutatS weiveR cigetartS Strategic Review Statutory Reports Financial Statements MANUFACTURING EDGE Built for precision. Bulk orders can be fulfilled promptly and dynamic Production Trend market demands met with minimal lead times on the strength of this warehousing capability, (In TPA) reinforcing our reputation as a reliable supplier to Ready for scale. India’s top steel mills. 1,006 FY26 Greener ways of making 5,566 Sustainability runs through our operations. 1,330 A 400 KW solar power plant commissioned at our FY25 premises reduces reliance on conventional energy and 4,881 Purpose-built, efficiency-driven, and primed for scalable growth, our manufacturing cuts electricity expenses by nearly 50% through captive infrastructure is the cornerstone of the superior metallurgical solutions we deliver 7,196 consumption. We also incorporate recycled aluminium FY24 scrap in our Aluminium Flipping Coil production; to India’s leading steel producers. Robust facilities, strategic client proximity, an 4,505 producing aluminium from scrap consumes only 5% of advanced laboratory, and a forward-looking approach to sustainability consistently 8,569 the energy required for extraction from ore, significantly FY23 reducing our energy footprint. These initiatives elevate our position as a preferred partner across the steelmaking value chain. 5,623 reflect our commitment to responsible growth and environmental stewardship. 9,925 Placed for operational synergy Capacity with headroom FY22 6,705 Bhilai, Chhattisgarh, India’s steel heartland, is home Scale and agility get equal weight in our operations. to our 3 state-of-the-art manufacturing facilities. Our installed manufacturing capacities as of FY26 are: Proximity to major clients enables seamless Cored Wire Cored Wires: Aluminium Flipping Coils: Precision engineering, coordination, efficient logistics, and rapid response Aluminium Flipping Coil times. Spanning a cumulative area of approximately 10,000 15,000 operational excellence, and TPA TPA 4,50,000 sq. ft., with dedicated space for future a commitment to quality expansion, the facilities support all our product Across 4 lines Across 3 lines and sustainability define our verticals: Cored Wires, Aluminium Flipping Coils, and Flux Cored Wires. Operational efficiency and Quality, testing, and R&D at the core manufacturing edge, enabling Flux Cored Wires: scalability inform every aspect of plant design. Our manufacturing philosophy rests on quality solutions that are engineered 3,600 assurance. All facilities are ISO 9001:2008 certified Engineering precision from within TPA to perform and built to last. and house a fully equipped, state-of-the-art chemical Advanced machinery runs across each facility, much Across 3 lines laboratory, including WD-XRF that enables rigorous of it designed and developed by our in-house testing of both raw materials and finished products for engineering teams. Tailoring equipment to specific With demand for Flux Cored Wires continuing to build, precise chemical composition. product requirements gives us stringent process we are targeting annual sales of ₹25 Crore from the Product innovation and process optimisation come control and consistent quality outcomes. Our in-house segment next year and will evaluate further capacity from our experienced R&D team, which develops new workshop sustains this autonomy, enabling us to additions in line with our strategic vision of import industrial formulations and refines methodologies to uphold the precision standards our clients expect. substitution and increasing domestic market share. enhance product performance and cost efficiency, a competitive advantage we extend to our clients. Dependable warehousing and supply Product quality means little without reliable supply. Our warehousing infrastructure in Bhilai keeps material and finished goods flowing without interruption, with storage capacities as follows: Cored Wires: 1,500 2,000+ Sq. M. Tonnes Aluminium Flipping Coils: 2,800 4,000+ Sq. M. Tonnes Flux Cored Wires: 1,000 Sq. M. Sarthak Metals Limited | Annual Report 2025-26 18 19 stnemetatS laicnaniF stropeR yrotutatS weiveR cigetartS Strategic Review Statutory Reports Financial Statements LETTER TO SHAREHOLDERS Recovery, discipline, and new growth engines Core business regaining ground ₹1,000 Crore. Given significant capacity additions Our flagship cored wire business grew volumes by across the ethanol industry in recent years, we remain a healthy 14% in FY26, despite challenging industry measured in our approach, emphasising capital conditions, with fourth-quarter volumes rising 32% discipline while the segment’s long-term potential year-on-year. The market continues to be tested by takes shape. sub-par quality products and inadequate service standards; our strategic answer to this has been A stronger financial footing knowledge-driven marketing, reliable technical Our financial performance reflected the year’s gradual support, and consistent product performance. These recovery. Revenue from operations grew 8% to ₹192.25 efforts are yielding results, and we remain focused on Crore. Operating profit (EBITDA excluding other deepening engagement with the key customers who income and exceptional items) improved to ₹7.90 Crore form the backbone of our business. from ₹7.00 Crore, with margins moving up to 4.1% from In aluminium flipping coils, we consciously stayed 3.9%, and profit after tax rose 12% to ₹4.61 Crore. Our away from unviable price competition. The segment balance sheet remains virtually debt-free, with healthy remained subdued through the year amid significant reserves, giving us the flexibility to fund our new growth overcapacity and difficult domestic market conditions, areas from a position of strength, without straining and staying out of unreasonable price competition our resources. protected our profitability. The fourth quarter brought an encouraging recovery, with healthy volumes Operating responsibly and efficiently growth, and we are prepared to normalise operations Sustainability is no longer a distant consideration; once market conditions stabilise and commercial regulations such as the EU’s carbon border adjustment viability improves. mechanism (CBAM) are imminent realities, and the Indian steel industry must also move towards going Welding consumables: from green. Our 400 KW solar power plant continues to venture to growth driver meet a meaningful share of our energy needs captively, Our welding division has emerged as one of our reducing electricity costs by nearly 50%, while over 75% core growth drivers. In its first full year of operations, of our aluminium production uses recycled scrap. As it recorded revenue of ₹15.7 Crore, surpassing we grow, our commitment to integrating sustainable our expectations, with average monthly volumes practices across all our divisions, old and new, will exceeding 115 tonnes and more than 1,400 tonnes only deepen. sold during the year. The RDSO approval received in April 2025, alongside our BIS certification, is a The road ahead powerful endorsement of product quality and opens The vision we articulated two years ago, to evolve from doors with major construction and engineering a steel consumables supplier into a diversified company, companies. Our dealer network has grown to is now our operating reality. We stand on three more than 10 dealers across more than five states, pillars: a core business of cored wires and aluminium contributing around 90% of the division’s sales flipping coils, welding consumables as a quality-driven currently, with repeat orders rising as our brands growth engine, and biotechnology as a future frontier. gain traction. Demand from the fabrication and Because our core is tied to steel-led cycles while our construction sectors remains robust. Going forward, newer ventures follow infrastructure-driven trends, we are confident of achieving annual sales of this portfolio gives us a measure of protection against ₹25 Crore in the near term and expect margins to cyclicality. With India’s long-term steel story intact, India remained one of the most improve as the brand establishes itself further. targeting 300 million tonnes of capacity by 2030, we attractive long-term steel markets look ahead with measured optimism. Biotechnology: patient, globally, supported by sustained purposeful progress As we close FY26, we do so as a stronger, more investments in infrastructure, versatile company, navigating multiple currents rather Our biotechnology initiative moved from plan to than depending on a single tide. Thank you for your railways, housing, manufacturing, practice. The Solid State Fermentation (SSF) pilot continued trust and support. and government-led capital facility in Nagpur became operational, with the first fermentation batch commencing in May 2025. We Warm regards, expenditure. are in discussions with leading ethanol distilleries to integrate our technology solutions, aimed at improving Anoop Kumar Bansal fermentation efficiency, lowering operating costs, and supporting cleaner, greener ethanol production. The Managing Director government’s fuel blending programme has created Sarthak Metals Limited a bio-consumables opportunity we estimate at over 62-5202 tropeR launnA | detimiL slateM kahtraS Dear Shareholders, FY26 was the year our discipline began to pay off. After three demanding years, your Company returned to growth: revenue rose, our core business regained momentum with volume growth cored wires, and the new engines we have been building started to deliver in earnest. I am pleased to share an account of the year gone by and the path we are charting ahead. A steel market of contrasts India remained one of the most attractive long-term steel markets globally, supported by sustained investments in infrastructure, railways, housing, manufacturing, and government-led capital expenditure. Policy support strengthened as well; the 12% safeguard duty introduced in 2025 and stricter quality norms have raised the industry’s quality benchmark. At the same time, global steel prices near five-year lows kept imports competitive, and persistent unfair competition and pricing distortions continued to affect parts of the value chain, particularly specialised downstream products. The year, therefore, demanded both resilience and restraint from suppliers like us. We exercised both. 62-5202 tropeR launnA | detimiL slateM kahtraS Sarthak Metals Limited | Annual Report 2025-26 20 21 stnemetatS laicnaniF stropeR yrotutatS weiveR cigetartS Strategic Review Statutory Reports Financial Statements KEY PERFORMANCE INDICATORS Turning Revenue from Operations PAT PAT Margin D in Crores D in Crores In % resolve FY26 192.25 FY26 4.61 FY26 2.40 FY25 178.42 FY25 4.12 FY25 2.31 FY24 305.17 FY24 13.83 FY24 4.50 into FY23 408.43 FY23 29.76 FY23 7.20 FY22 457.30 FY22 27.48 FY22 6.00 recovery. Operating Profit Equity Total Debt to Equity D in Crores D in Crores In Times FY26 7.90 FY26 124.27 FY26 0.05 FY25 6.97 FY25 120.21 FY25 0.00 FY24 19.86 FY24 116.09 FY24 0.00 FY23 40.09 FY23 104.99 FY23 0.00 FY22 37.91 FY22 77.94 FY22 0.29 Other Income Operating Profit Margin ROCE ROE D in Crores In % In % In % FY26 2.05 FY26 4.10 FY26 4.03 FY26 3.77 FY25 2.70 FY25 3.90 FY25 5.74 FY25 3.49 FY24 1.93 FY24 6.50 FY24 16.90 FY24 11.90 FY23 3.80 FY23 9.80 FY23 40.00 FY23 28.30 FY22 0.96 FY22 8.30 FY22 45.70 FY22 35.30 Note: Operating Profit and Operating Profit Margin exclude Other Income and Exceptional Items i.e. EBITDA less Other Income and Exceptional Items. 62-5202 tropeR launnA | detimiL slateM kahtraS Sarthak Metals Limited | Annual Report 2025-26 22 23 stnemetatS laicnaniF stropeR yrotutatS weiveR cigetartS Strategic Review Statutory Reports Financial Statements GROWTH BLUEPRINT A roadmap built to last Growth at Sarthak Metals is deliberate, purpose-driven, and anchored in prudent strategy and consistent performance. A well- defined roadmap and disciplined 3 Reaching Further, Growing Closer execution are establishing the foundation for future-ready Geographic Reach Meets Strategic The focus now is on scaling our global reach by leadership. Diversifying our product Relationships entering new markets and strengthening engagement offerings, expanding production in existing ones, diversifying revenue streams and Our international presence is intensifying while enhancing overall realisations. capacities, entering new markets, relationships with key domestic and global clients and embedding sustainability into grow deeper. Clients at the Centre core operations together define Steady Export Momentum Reinforcing relationships with industry leaders in our approach. We are building steel and metallurgy remains central to our strategy, Since initiating exports over a decade ago, we have for tomorrow: smarter, broader, fostering client trust and ensuring repeat business. built a reputation for quality, reliability, and service. deeper, and greener. 1 Widening the Portfolio 4 Finding New Applications From Metallurgy to Multi-Sectoral Versatility Drives Market Opportunity sectoral diversification, granting access to better-margin Cored Wires. These initiatives diversify revenue sources Opportunities opportunities and enhancing our industrial relevance. and enhance product relevance across allied sectors. Innovation remains central to our growth agenda as we Expansion beyond our traditional metallurgical continually seek new industrial applications to unlock Deepening Value in Existing Verticals Fresh Product Introductions consumables portfolio is strengthening our competitive additional verticals. position and unlocking new avenues for growth. Diversification has not diluted our commitment to Innovative variants planned within the Flux Cored existing strengths. We are broadening our cored Wider Usage Horizons Wire segment will pave the way for further market Flux Cored Wires: The First Big Step wire range to include variants tailored for foundries penetration and customer acquisition. Construction, shipbuilding, railways and fabrication and emerging industrial applications, a dual focus Producing Flux Cored Wires has been a transformative continue to open up as application areas for our Flux on innovation and enhancement that allows us to shift, enabling us to serve applications outside the respond dynamically to evolving market demands. metallurgical and steel sectors. The initiative began our 2 Expanding Capacity with Intent 5 Running Lean and Green Built for Agility. Ready for Scale. Flux Cored Wires: Expansion Delivered Efficiency with a conscience. Sharper Working Capital Robust market traction led us to conclude a Renewable Energy at Work Lean inventory levels and streamlined operations are Investments in the expansion of our production strategic capacity enhancement in our Flux Cored improving working capital efficiency and ensuring rapid infrastructure keep us ahead of market trends. A 400 KW solar power plant deployed at our facility has Wire segment, tripling manufacturing capacity from response to customer needs. significantly reduced our carbon footprint and halved 1,200 TPA to 3,600 TPA and positioning us as a Headroom in Core Lines formidable player in this rapidly expanding market. electricity costs through captive consumption. Significant capacities in our primary product line, Cored Wires, enable us to serve a large customer base with greater efficiency. Strategic diversification, capacity expansion, product innovation, and a steadfast commitment to sustainability together chart our path to enduring, responsible growth and industry leadership. 62-5202 tropeR launnA | detimiL slateM kahtraS Sarthak Metals Limited | Annual Report 2025-26 22 23 stnemetatS laicnaniF stropeR yrotutatS weiveR cigetartS Strategic Review Statutory Reports Financial Statements 62-5202 tropeR launnA | detimiL slateM kahtraS Sarthak Metals Limited | Annual Report 2025-26 24 SUSTAINABILITY 25 Responsibility as strategy Our strategy, operations, and core values carry sustainability within them. Genuine progress, we recognise, is measured not only by growth but by our ability to safeguard the environment, uplift communities, and uphold the highest standards of governance. FY26 saw us reaffirm this philosophy, with significant strides in responsible energy use, circular manufacturing, and inclusive development. Sustainability for us is not a fixed destination but an ongoing journey, one we continue to pursue with clarity and purpose. Clean Energy, Making Circularity People First, Governance that Real Savings Standard Communities Always Earns Trust A 400 kW solar power plant supplies our Circular economy principles now shape Our commitment to sustainability, as part Sustainable business rests on robust manufacturing units with clean, renewable our aluminium coil production through the of the Desraj Bansal Group, extends beyond governance. We maintain rigorous standards energy, advancing energy-efficient integration of recycled materials. Around our operational footprint. Employee well- of ethical conduct, compliance, and operations. This strategic investment 75% of the aluminium used in our Aluminium being comes first, with safe and healthy transparency across all operations, from delivers both environmental and economic Flipping Coil production is sourced from workplaces across all locations. Our social stakeholder engagement to internal controls, benefits, offsetting a substantial portion of recycled scrap. Producing aluminium from responsibility initiatives focus on impactful keeping our decision-making responsible and our conventional power requirements and recycled material requires just 5% of the areas such as education, healthcare, and our value creation long-term. reducing electricity costs by ~50% through energy needed for primary production, environmental conservation, strengthening captive consumption. Amid rising energy allowing us to significantly reduce our carbon community ties and enhancing quality of prices and growing environmental concerns, footprint, conserve natural resources, and life for those we serve. the initiative underscores our commitment lower energy intensity while maintaining the to cost competitiveness and a transition to a highest product quality standards. Our concerted efforts continue to shape a future in which sustainable growth, low-carbon footprint model. environmental stewardship, and social responsibility remain inseparable from business success. stnemetatS laicnaniF stropeR yrotutatS weiveR cigetartS Strategic Review Statutory Reports Financial Statements 62-5202 tropeR launnA | detimiL slateM kahtraS Sarthak Metals Limited | Annual Report 2025-26 26 27 stnemetatS laicnaniF stropeR yrotutatS weiveR cigetartS Strategic Review Statutory Reports Financial Statements CLIENT RELATIONSHIPS Partnerships that endure Our Client Ecosystem in Numbers 150+ ~85% Client Profile Total Customers Revenue From Served Repeat Business Steel Plants Fabrication Units Client relationships at Sarthak Metals are enduring partnerships, forged through 40% 25+ Foundries a shared commitment to quality, reliability, and performance. Over the decades, Top 5 Clients New Clients Onboarded consistent delivery of high-impact metallurgical solutions has made us the preferred Trust is the foundation of Revenue Contribution in FY26 supplier to many of India’s largest and most discerning steel producers, earning our client relationships, time their trust. 60+ 50+ strengthens them, and a relentless focus on quality, What defines our reputation extends beyond the materials we supply: uncompromising quality, reliability, and a Clients Relationships Clients Relationships partnership approach that endures. Every fulfilled order and every nurtured relationship reaffirms our role as a reliability, and partnership More Than 10 years Between 5–10 years dependable, solution-oriented partner. sustains them. Quality as the Solutions Shaped by India Entry Ticket Understanding Precision and consistency are critical where our Metallurgists, engineers, and plant managers, products operate, refining and optimising steel the product users with deep operational insight, output. Clients such as steel plants, foundries, are whom we collaborate with directly. Engaging and fabrication units place immense value on at this level allows us to tailor our offerings quality assurance because the stakes are high. to the precise chemical compositions and That trust has been earned over time, shipment metallurgical specifications each client requires, after shipment, through steadfast performance. enhancing outcomes and building trust at every stage of the value chain. Repeat orders generate 85% of our business today, a clear testament to the confidence our clients place in us. India’s top 5 steel producers count us as their supplier of choice, reflecting the industry’s trust and respect. Ready to Deliver, New Sectors, Same On Time Standards & Beyond On-time delivery distinguishes us in Steel remains our core focus even as we the marketplace. Investments in robust expand our presence in the foundry sector, warehousing and raw material buffers, particularly in the SG Iron casting segment. backed by a strong focus on supply This area serves diverse end-user industries, chain agility, enable us to respond swiftly including agriculture (farm equipment and to urgent or large-volume orders. This tractors), automotive, railways, and defence. operational discipline gives our clients Strategic diversification of this kind broadens peace of mind, knowing their requirements our market reach while staying true to our will be met reliably and promptly. metallurgical expertise, with our value-added solutions making a tangible impact in these high-potential segments. 62-5202 tropeR launnA | detimiL slateM kahtraS Sarthak Metals Limited | Annual Report 2025-26 28 29 stnemetatS laicnaniF stropeR yrotutatS weiveR cigetartS Strategic Review Statutory Reports Financial Statements THE LEADERSHIP Mr. Sunil Dutt Bhatt Non-Executive, Independent Director Over 37 years of rich industry experience, served in role in enriching our strategic direction with deep One team, the Instrumentation and Weighing Division at Bhilai technical expertise and a nuanced understanding Steel Plant, a key unit of SAIL, informed Mr. Sunil of steel plant operations. His seasoned perspective Dutt Bhatt’s counsel. He joined us in 2021, following continues to be a valuable asset in guiding our his retirement in 2020, and has since played a vital Company’s growth and operational efficiency. one standard Mr. Dwadasi Venkata Giri Non-Executive, Independent Director Banking, finance, and legal affairs form the meaningfully to our strategic decision-making foundation of Mr. Dwadasi Venkata Giri’s contribution processes. His expertise enhances the effectiveness Corporate governance at Sarthak Metals rests on our Board of Directors, to our Board. A postgraduate in Commerce from of our governance framework and adds rigour to our Pt. Ravishankar Shukla University, he combines financial oversight, making him an integral part of whose diverse spectrum of expertise, industry acumen, and strategic foresight financial acumen with deep legal insight, contributing our leadership. keeps us resilient in a volatile market and agile in a transforming industry. The next generation Board of Directors Renewed energy defines our second-generation leaders, who are infusing fresh ideas, modern perspectives, and entrepreneurial agility into the business, carrying the legacy forward and ensuring continuity with transformation. Mr. Sunil Kumar Agarwal Mr. Gaurav Agarwal Chairman & Non-Executive, Non-Independent Director Deputy General Manager - Export Sales An Honours degree in Mechanical Engineering including pivotal roles as Divisional Railway A graduate in Metallurgical Engineering from deep understanding of metallurgical processes underpins Mr. Sunil Kumar Agarwal’s distinguished Manager, Chief Commercial Manager at South the prestigious IIT Bombay, Mr. Gaurav Agarwal and international market dynamics has been career across the public and technical domains. East Central Railway, and Additional Member in joined Sarthak Metals in 2013 and brings strong instrumental in expanding our global footprint and He has held key leadership positions in reputed the Ministry of Railways. His extensive experience technical acumen to the team. He plays a key role strengthening our position in overseas markets. institutions such as GCET Raipur and served with and leadership acumen remain vital in shaping our in driving our export sales operations, and his distinction in the Indian Railways Traffic Services, organisational direction and growth trajectory. Mr. Samarth Bansal Mr. Anoop Kumar Bansal Production Managing Director Since 2017, Mr. Samarth Bansal has been an integral His keen focus on efficiency, quality control and Sharp strategic insight and deep operational expertise he heads the ferroalloys division and previously part of Sarthak Metals. An Automobile Engineer by process optimisation keeps plant operations mark Mr. Anoop Kumar Bansal’s stewardship of oversaw the industrial gases business. Beyond business qualification, he brings a sharp engineering mindset smooth and consistent, aligning production output Sarthak Metals’ growth journey. A Commerce performance, he actively champions the Group’s and operational rigour to the production function. with the highest industry standards. graduate from Nagpur, he has been instrumental in CSR initiatives, reflecting a strong commitment to defining the Company’s strategic roadmap, pairing responsible and inclusive growth. His multi-faceted innovative commercial thinking with hands-on experience and values-driven approach continue to be leadership. Within the broader Desraj Bansal Group, a driving force behind our sustained success. Mr. Sagar Shah Marketing and Procurement Mr. Sagar Shah, a qualified Civil Engineer, functions. Stronger supplier relationships and a wider Mr. Sanjay Shah joined Sarthak Metals in 2017 and plays a key role market reach owe much to his contributions. Whole-Time Director in overseeing the Marketing and Procurement Spearheading the Marketing division with strategic his leadership have significantly strengthened foresight and deep industry acumen, Mr. Sanjay our market position. By aligning client needs with Shah is a key pillar of our leadership team. His efforts our product strengths, he has driven business Mr. Sarthak Bansal have built a robust domestic footprint, forging expansion and enhanced our reputation as a trusted Day-to-Day Operations enduring relationships with some of the largest and industry partner. His contributions remain vital to A Civil Engineer with a Master’s in Business His technical acumen combined with most respected steel institutions in India. Long-term our continued growth and client-centric approach. Administration, Mr. Sarthak Bansal became a part managerial insight supports operational partnerships with leading steel mills secured under of Sarthak Metals in 2019 and plays an active role in efficiency and organisational growth. managing the Company’s day-to-day operations. Mr. Mayur Bhatt Whole-Time Director and Chief Executive Officer Key Managerial Personnel Integrating our production and sales operations management efforts, strategically optimising seamlessly is Mr. Mayur Bhatt’s pivotal contribution. procurement and utilisation for efficiency and cost- With astute managerial capabilities, he ensures the effectiveness. His leadership has been instrumental Mr. Narendra Dewangan smooth functioning of day-to-day business and in improving organisational performance, driving Chief Financial Officer financial affairs, fostering operational excellence sustainable growth, and reinforcing our position in a A Commerce graduate from Pandit Ravishankar two decades. With more than 35 years of experience in at every level. He also leads our raw material highly competitive market. Shukla University, Raipur, Mr. Narendra Dewangan accounting, finance, taxation, and financial reporting, heads the Accounts Division and has been he has played a pivotal role in strengthening financial associated with the Deshraj Bansal Group for over controls, statutory compliance, and the Company’s overall Ms. Rama Kohli financial discipline. Non-Executive, Independent Woman Director Academic excellence and diverse professional in management advisory services gives her a Mr. Pratik Jain experience come together in Ms. Rama Kohli’s nuanced understanding of business dynamics, contribution to our Board. A graduate in Science and her independent perspective and broad Company Secretary with a Post Graduate Diploma in Business industry exposure significantly strengthen An Associate Member of the ICSI with degrees in in corporate governance and statutory compliance Management from Pt. Ravishankar Shukla the Board’s decision-making capabilities and Commerce and Law, Mr. Pratik Jain has over five strengthens the Company's compliance University, she offers sharp strategic insight governance oversight. years of experience in corporate laws, secretarial framework and supports high standards of and thoughtful counsel. A strong background practice, and regulatory compliance. His expertise regulatory adherence. 62-5202 tropeR launnA | detimiL slateM kahtraS Sarthak Metals Limited | Annual Report 2025-26 30 31 stnemetatS laicnaniF stropeR yrotutatS weiveR cigetartS Strategic Review Statutory Reports Financial Statements Management Discussion and Analysis Economic Overview remained subdued. The benign price environment Indian economy allowed the Reserve Bank of India to reduce the repo rate by a cumulative 100 basis points between India’s economy delivered a standout performance in April and December 2025, bringing it to 5.25% FY26, consolidating its position as the fastest-growing and improving monetary transmission. Bank credit major economy in the world. According to the Economic growth strengthened to 14.5% year-on-year by Survey 2025-26, real Gross Domestic Product (GDP) is December 2025, and the banking system’s capital estimated to have grown by 7.4% in FY26, with Gross adequacy stood at a healthy 17.2%. Value Added (GVA) expanding by 7.3%. The growth was broad-based: agriculture grew 3.1%, supported by The government sustained its capital expenditure favourable monsoon conditions and stable growth in push, with capex growing 28% year-on-year during Industry Overview livestock and fisheries; industry expanded 6.2%, led by April-November FY26 even as revenue expenditure to grow at a robust pace through the year, supported manufacturing growth of 7.0%; and services accelerated grew only 1.8%, keeping the fiscal deficit on track Indian Steel Industry by sustained public spending. Policy measures such as to 9.1%, remaining the largest contributor to GDP. for the 4.4% of GDP target. India also received three the Production-Linked Incentive Scheme for Specialty The Indian steel industry turned in one of its strongest sovereign credit rating upgrades during 2025, while Steel are simultaneously catalysing fresh investment and Domestic demand anchored this performance. Private years in FY26 in terms of volumes, extending its run as exports of goods and services grew 5.9% in the first technology upgrades across the sector. With per capita Final Consumption Expenditure grew 7.5% in the first the principal growth engine of the global steel market. half of FY26. steel consumption still well below global averages, rapid half of FY26 and accounted for 61.4% of GDP, the Worldwide, crude steel production stood at 1,849 urbanisation and the infrastructure build-out provide highest share since FY12, supported by low inflation, Looking ahead, the Economic Survey projects real million tonnes (Mt) in 2025, of which China accounted for ample headroom for long-term demand growth. steady employment conditions, and improved real GDP growth in the range of 6.8-7.2% for FY27 and about 961 Mt, roughly 52% of the total. Global demand purchasing power. Rural demand benefited from a assesses India’s medium-term growth potential at remained broadly flat in 2025, with Chinese steel Improving Trade and Pricing Dynamics favourable monsoon, while urban consumption gained around 7%, supported by macroeconomic stability demand continuing its decline that began in 2021. The FY26 brought a decisive turnaround in trade dynamics. from the rationalisation of direct and indirect taxes. and continuing structural reforms. World Steel Association’s Short Range Outlook expects India returned to being a net exporter of finished steel, Investment activity remained strong, with Gross Fixed global steel demand to grow a modest 1.3% in 2026, Source: Economic Survey 2025-26, Ministry of Finance, with exports surging 35.9% to over 6.6 Mt while imports Capital Formation at 30.0% of GDP and growing 7.6% in Government of India. aided by a moderation in China’s decline, the return of fell 31.7%. Policy intervention played an important role: the first half, aided by public capital expenditure and a demand growth in Europe, and continued expansion the 12% provisional safeguard duty imposed on flat revival in private investment announcements. in developing economies such as India, Saudi Arabia, steel imports in April 2025 was finalised into a three-year Egypt, and Vietnam. Inflation was a defining feature of the year. Headline tapered structure, at 12% up to April 2026, 11.5% in the retail inflation averaged just 1.7% during April- Against this subdued global backdrop, India, the second year, and 11% in the third year ending April 2028, December FY26, the lowest in the current series, driven world’s second-largest producer, stood apart as with exemptions for products priced above specified primarily by food price disinflation, while core inflation the fastest-growing major steel market. Crude steel thresholds. Domestic hot-rolled coil prices nevertheless production rose 10.7% year-on-year to about 168.4 remained under pressure for much of the year, weighed Mt in FY26, while finished steel consumption reached down by weak Chinese prices, before recovering approximately 164 Mt, expanding 7-8% on increased from mid-December 2025. Falling imports supported activity in infrastructure, construction, railways, and improved capacity utilisation and pricing power for manufacturing. Installed crude steel capacity stood domestic mills. at about 220 Mt, meaning roughly two-thirds of the National Steel Policy 2017 target of 300 Mt of capacity Policy and Regulatory Landscape by 2030-31 has already been achieved, and both public The policy framework continued to deepen. The second and private sector investments continue to add capacity. round of the Production-Linked Incentive Scheme for Specialty Steel (PLI 1.1) was launched in January 2025, Demand Drivers and a third round (PLI 1.2) followed during the year; the Government-led investment remains the primary engine first two rounds together carry investment commitments of domestic steel demand. Central capital expenditure of ₹43,874 Crore, an estimated 14.3 Mt of specialty grew 28% year-on-year during April-November FY26, steel production, and direct employment of over 30,000 and flagship programmes such as PM Gati Shakti, the people. In March 2025, the Ministry of Steel released the National Infrastructure Pipeline, and sustained spending ‘Greening the Steel Sector in India’ roadmap, together on railways, highways, ports, and housing continue to with a green steel taxonomy that classifies steel by generate a high-volume demand base. Manufacturing carbon intensity, and a Green Steel Mission with an sectors including engineering, automotive, and capital estimated outlay of ₹15,000 Crore is under preparation goods added to consumption, with manufacturing GVA as the sector works towards net-zero emissions by 2070. growing 7.0% during the year. Construction activity, Quality regulation was reinforced through BIS standards particularly in housing and infrastructure, continued under the Steel Quality Control Order. 62-5202 tropeR launnA | detimiL slateM kahtraS 30 stnemetatS laicnaniF stropeR yrotutatS weiveR cigetartS 62-5202 tropeR launnA | detimiL slateM kahtraS Sarthak Metals Limited | Annual Report 2025-26 32 33 stnemetatS laicnaniF stropeR yrotutatS weiveR cigetartS Strategic Review Statutory Reports Financial Statements MANAGEMENT DISCUSSION AND ANALYSIS Company Overview Outlook offshore platforms. Shipbuilding, railways, aerospace, Vessel certifications alongside vendor approvals from India is expected to remain the fastest-growing industrial equipment, and defence manufacturing Sarthak Metals, the flagship company of the esteemed leading institutions. The RDSO approval received from major steel market, with consumption supported by all contribute meaningfully to demand, each with Desraj Bansal Group, is recognised as India’s Indian Railways in April 2025 opens doors with major infrastructure spending, construction, railways, and exacting requirements for weld quality, efficiency, leading manufacturer and exporter of metallurgical construction and engineering companies. A dealer-led manufacturing, and with per capita consumption and safety. consumables such as Cored Wires and Aluminium distribution model, now spanning more than 10 dealers still well below global averages providing long-term Flipping Coils, with a fast-growing presence in welding across more than five states, with rising repeat orders as The automotive sector is an increasingly important headroom. Capacity additions keep the sector on consumables through its Flux Cored Wires business. the Company’s brands gain traction. driver. The shift towards electric vehicles and course towards the 300 Mt target by 2030-31, while the The Company is distinguished by its expertise the use of advanced, lightweight, high-strength The Company has also undertaken a measured entry safeguard duty framework running through April 2028 in precision metallurgy, its role in advancing and metals have created demand for consumables that into biotechnology, its newest diversification frontier. offers a measure of protection against import surges. fine-tuning steel manufacturing processes, and its offer superior performance and compatibility with A pilot Solid State Fermentation (SSF) R&D facility at Global overcapacity, trade fragmentation, and price expanding portfolio of industrial welding consumables. modern manufacturing processes. Production- Nagpur became operational during the year, with the volatility remain the key variables to watch, and the linked incentive backed automotive and electronics Headquartered in Bhilai, Chhattisgarh, Sarthak Metals first fermentation batch commencing in May 2025. industry must simultaneously invest in decarbonisation facilities are deepening the requirement for precision leverages its proximity to a major steel production The initiative focuses on enzyme technologies for the as green steel norms take shape. On balance, the welding materials. hub, enabling efficient connectivity and robust industry expanding ethanol ecosystem, and discussions are combination of robust domestic demand, protective partnerships. Its commitment to excellence is reflected underway with leading ethanol distilleries to integrate trade measures, and policy support positions the sector In product terms, stick electrodes remain the dominant in its ISO 9001 certified, state-of-the-art manufacturing the Company’s technology solutions for improved for sustained expansion in the coming years. category, valued for their ease of use, minimal facilities, which incorporate rigorous testing and fermentation efficiency and cleaner production. equipment needs, and versatility in the diverse and Source: World Steel Association, Ministry of Steel, IBEF. inspection to ensure consistently superior product Investment has been kept deliberate and capital- often demanding field conditions prevalent in India. quality. The Company is the preferred supplier to some disciplined while the segment’s long-term potential Other significant segments include solid wires, flux Indian Welding Consumables Industry of India’s largest steel players, a reputation built on takes shape. cored wires, and submerged arc welding (SAW) The Indian welding consumables market continues quality and manufacturing expertise. wires and fluxes, each catering to specific industrial Through these diversification initiatives, Sarthak Metals to expand steadily, supported by the country’s applications. The structural shift in the market, Welding consumables have emerged as the Company’s is well-positioned to capitalise on emerging market infrastructure build-out, industrialisation, and the however, favours flux cored wires. Rising automation, new growth engine. The Company manufactures seven opportunities, secure a strong foothold across multiple growing sophistication of its manufacturing base. The the premium on deposition efficiency in shipbuilding grades across three categories, carbon steel, stainless industries, and drive sustained growth while reinforcing market was valued at approximately USD 1,323 Million and automotive clusters, and the tightening of product steel, and hardfacing, at a capacity of 3,600 TPA, its market leadership. in 2025 and is projected to reach around USD 2,221 standards through BIS certification requirements are and its products carry BIS, CE, and Boiler & Pressure Million by 2034, growing at a compound annual growth steadily reshaping procurement patterns towards wire- rate of about 5.8%. based consumables. Infrastructure remains the market’s bedrock. Key Financial Ratios Arc welding continues to be the most widely Programmes such as PM Gati Shakti, Bharatmala, and used technique in India, valued for its flexibility, the National Infrastructure Pipeline generate extensive Explanation for change in robustness, and ability to deliver strong welds across Particulars 31-Mar-26 31-Mar-25 % variance metal fabrication and joining requirements across ratio for more than 25% varied environments, while resistance welding, highways, bridges, metro rail, ports, and commercial oxyfuel welding, and other specialised techniques The Reduction in Current Liabilities construction, making the construction sector the hold notable shares in manufacturing and repair Current Ratio 9.21 38.60 -76.13% is significantly greater than the increase largest end-user of welding consumables. Beyond applications. Adoption of automated and robotic in Current assets construction, the rapid expansion of renewable energy installations such as wind and solar projects requires w me al nd uin fag c i ts u ra ic nc ge , l ie mra pt rin og vi, n p ga prt ri ocu dl ua crl ty iv i in ty a , u st ao fem tyo ,t ive Debt – Equity Ratio 0.05 - 100.00% C cro em dip t a Ln imy ih t a ds u a riv na gil e thd e a y c ea as rh substantial metal fabrication, while the oil and gas and consistency. sector depends heavily on welding for the construction Debt Service The reduction in finance costs has been 14.24 10.87 30.97% and maintenance of pipelines, storage facilities, and Several trends are shaping the market’s future: Coverage Ratio Greater than the Increase in profit growing automation and laser-based welding, the Return on Equity (ROE) 3.77% 3.49% 8.17% NA development of eco-friendly consumables in line with global environmental standards, continuous R&D Inventory Turnover Inventory has increased by 39% as 63.28 48.54 30.37% for high-performance applications in sectors such (No. of days) compared to the Increase in Turnover/Sales as aerospace and defence, and rising investment Trade receivables by leading companies in customer support and turnover ratio 94.28 84.09 12.12% NA training. India’s continued dependence on imports for (No. of days) specialised categories such as flux cored wires also Trade payables turnover Trade Payables have Increased presents a meaningful import substitution opportunity 3.02 1.35 123.04% ratio (No. of days) during the financial year for domestic manufacturers. Net profit ratio 2.40% 2.31% 3.86% NA Overall, the Indian welding consumables market is set for sustained growth, driven by infrastructure Net capital turnover 182.89 207.74 -11.96% NA development, industrialisation, and technological ratio (No. of days) progress, solidifying its role as a critical enabler of RoCE has declined due to greater India’s industrial and economic advancement. Return on capital 4.10% 5.74% -28.65% increase in Capital Employed in proportion employed (ROCE) to the increase in Distributable Profits. Sources: IMARC Group, MarkWide Research, Mordor Intelligence. Return on investment 3.71% 3.43% 8.25% NA (ROI) 62-5202 tropeR launnA | detimiL slateM kahtraS Sarthak Metals Limited | Annual Report 2025-26 34 35 stnemetatS laicnaniF stropeR yrotutatS weiveR cigetartS Strategic Review Statutory Reports Financial Statements MANAGEMENT DISCUSSION AND ANALYSIS Commodity Fluctuation Risk Project Management Risk Outlook is to build on its momentum towards annual sales of Impact Impact FY26 marked a return to growth for Sarthak Metals. ₹25 Crore, with margins expected to improve as the Delays or inefficiencies in executing capital Volatility in commodity prices, particularly Revenue from operations grew 8% to ₹192.25 Crore, brand establishes itself. In biotechnology, the Company projects, including capacity expansions in newer ferro alloys and aluminium, driven by global and the recovery in the core business was visible will remain measured, emphasising capital discipline businesses, may cause cost escalation and defer and domestic supply-demand dynamics, can through the year: cored wire volumes rose 14%, in while pursuing collaborations in the ethanol ecosystem. planned growth. materially affect input costs and margins. aluminium flipping coils, the Company consciously Looking ahead, we remain cautiously optimistic. Our Mitigation strategies stayed away from unviable price competition amid virtually debt-free balance sheet gives us the flexibility Mitigation strategies overcapacity in the domestic market, protecting • Follow structured frameworks for project planning to fund growth from a position of strength. Standing • Track commodity trends continuously and profitability. The fourth quarter specifically brought and execution on three pillars, a recovering core business, a scaling maintain agile pricing strategies an encouraging recovery, with robust volumes welding consumables engine, and a future-facing • Complete detailed feasibility studies and risk growth, as operations normalise and commercial • Diversify the product mix to cushion against price biotechnology frontier, and with a continued emphasis analyses before committing capital viability improved. sensitivity in any single category on innovation, operational excellence, and disciplined • Encourage cross-functional collaboration and real- The welding consumables division has moved from capital allocation, Sarthak Metals is well-positioned to • Evaluate hedging and other financial instruments time resolution of issues a promising venture to one of the Company’s core capitalise on emerging opportunities in the year ahead. to manage volatility incremental growth drivers, and the near-term priority Risks and concerns A well-articulated risk management framework is essential to business continuity, the protection of stakeholder Effectiveness of internal control systems interests, and long-term value creation. The key risks we monitor, and our mitigation approach, are set out below. The Company operates a comprehensive internal control framework designed to safeguard assets, prevent unauthorised use or disposal, and ensure that Safety Risk Regulatory Risk every transaction is properly authorised, recorded, and reported. These controls are structured to optimise Impact Impact resource allocation, drive operational efficiency, Shifts in trade policy, including the withdrawal of Manufacturing operations demand the highest and ensure strict compliance with applicable laws, protective measures such as safeguard duties or safety standards. Any lapse in safety protocols can regulations, and internal policies, while monitoring quality control orders, could affect margins and the disrupt operations, invite legal consequences, and business processes and reinforcing accountability competitive position of domestic manufacturing. damage the Company’s reputation. across the organisation. The framework is reviewed Mitigation strategies periodically to keep pace with the Company’s evolving Mitigation strategies business profile, including its newer ventures. Its • Track policy and regulatory developments closely • Maintain rigorous safety protocols reinforced reliability and effectiveness have been independently to enable timely responses through continuous training programmes reviewed and affirmed by the statutory auditors, • Widen the market footprint to reduce dependence strengthening stakeholder confidence in the integrity • Carry out periodic safety audits and detailed risk on any single geography or policy regime of our systems. Taken together, these measures assessments across facilities form an integral part of our governance architecture, • Work with industry bodies to advocate for • Embed a strong safety-first culture at every level enabling the Company to operate with transparency, supportive trade frameworks of the organisation maintain financial discipline, and uphold the trust of relationships, promote internal growth opportunities, its stakeholders. and invest in our people, laying the groundwork for Human resource development and sustained success. industrial relations Cautionary statement Our people are the driving force behind Sarthak Supply Chain Risk Credit Risk Statements made in the Management Discussion and Metals’ resilience, innovation, and long-term growth. Analysis and other sections of this Annual Report that Impact Impact The Company invests in structured training and outline our objectives, expectations, projections, or Disruptions arising from environmental events, Defaults by customers on payment obligations development initiatives that build technical and estimates may be forward-looking in nature. These geopolitical tensions, or concentration among expose the Company to credit risk; significant professional capabilities, and works to be an employer statements are based on certain assumptions and are suppliers can affect operational continuity and defaults can strain cash flows and profitability. of choice by fostering an inclusive, collaborative, and subject to various risks and uncertainties that could cost efficiency. respectful workplace. We believe a culture of trust, Mitigation strategies transparency, and mutual support is essential to cause actual outcomes to differ materially from those Mitigation strategies • Undertake thorough credit assessments of employee engagement and organisational stability. As anticipated. Factors that may influence our actual results include economic and political developments in India • Develop alternative sourcing channels and a customers and partners of March 31, 2026, our team strength of 149 dedicated and in the countries where we operate, fluctuations diversified supplier base individuals, a tribute to our growing human capital. • Keep the customer portfolio broad to avoid in interest rates, changes in governmental policies, The scaling up of the welding consumables business • Improve supply chain visibility and maintain overdependence on a few accounts regulations, tax laws, and other unforeseen events. We and the biotechnology initiative has also brought new contingency plans do not undertake any obligation to revise or update • Apply defined credit terms and monitor skills and capabilities into the organisation. Industrial these forward-looking statements, whether due to future • Build strategic collaboration and open receivables closely relations remained harmonious through the year. developments, new information, or otherwise. communication with key supply partners Going forward, we will continue to strengthen these 62-5202 tropeR launnA | detimiL slateM kahtraS 36 stnemetatS laicnaniF stropeR yrotutatS weiveR cigetartS Notice of 31st Annual General Meeting of Sarthak Metals Limited CIN: L51102CT1995PLC009772 Registered Office: B.B.C. Colony, Khursipar, G.E. Road, Bhilai, Chhattisgarh – 490011 Website: www.sarthakmetals.com Email: cs@sarthakmetals.com, info@sarthakmetals.com NOTICE is hereby given that the 31st Annual General Meeting of the Members of SARTHAK METALS LIMITED will be held on Tuesday, 18th August, 2026, at 12:30 P.M. at Hotel Ashish International, G.E. Road, Bhilai Power House - 490011 for transacting the following business: ORDINARY BUSINESS: 4. To approve Material Related Party 1. Adoption of Audited Financial Statements: Transactions of the Company with M/s Bansal Brothers: To receive, consider, and adopt the audited financial statements of the Company for the Financial Year ended To consider and, if thought fit, to pass with or without 31st March, 2026 and the reports of the Board of Directors modification(s), the following resolution as an Ordinary and the Statutory Auditors thereon. Resolution: 2. Appointment of a Director retiring by “RESOLVED THAT, pursuant to the provisions of Regulation 23(4) of the Securities and Exchange Board of rotation: India (Listing Obligations and Disclosure Requirements) To appoint a Director in place of Mr. Mayur Bhatt Regulations, 2015, as amended from time to time, (‘SEBI (DIN: 07586457), who retires by rotation and being Listing Regulations”), the applicable provisions of the eligible, offers himself for re-appointment. Companies Act, 2013 read with Rules made thereunder, other applicable laws/statutory provisions, if any, SPECIAL BUSINESS: (including any statutory modification(s) or amendment(s) or re-enactment(s) thereof, for the time being in force), 3. Appointment of Mrs. Ushasree Bhagavatula the Company’s Policy on Related Party Transaction, and (DIN: 11480507) as Independent Women subject to such approval(s), consent(s), permission(s) as Director: may be necessary from time to time and based on the prior To consider and, if thought fit, to pass with or without approval of the Audit Committee and the approval of the modification(s), the following resolution as a Special Board of Directors of the Company, the approval of the Resolution: Company be and is hereby accorded to approve to enter/ continue to enter into Material Related Party Transactions/ “RESOLVED THAT pursuant to the provisions of Sections Contract/Arrangement/Agreement (whether by way of an 149, 152 read with Schedule IV and other applicable individual transaction or transactions taken together or provisions of the Companies Act, 2013 and the series of transactions or otherwise) with entity i.e., M/s Companies (Appointment and Qualification of Directors) Bansal Brothers falling within the definition of ‘Related Rules, 2014 and the applicable provisions of the Securities Party’ under Section 2(76) of the Act and Regulation and Exchange Board of India (Listing Obligations and 2(1)(zb) of the SEBI Listing Regulations, in the course of Disclosure Requirements) Regulations, 2015 (including purchase and sale of goods and services (“Related Party any statutory modification(s) or re-enactment(s) thereof, Transactions”) on such material terms and conditions for the time being in force), Mrs. Ushasree Bhagavatula (“Related Party Transactions”) as may be mutually agreed (DIN: 11480507), who was appointed as an Additional between M/s Bansal Brothers and the Company for Director pursuant to the provisions of Section 161(1) of Financial Year 2026-27, such that the maximum value of the Act and the Articles of Association of the Company, the Related Party Transactions with such party does not be and is hereby appointed as an Independent Director, exceed value of ₹ 75 Crores for financial year, provided not liable to retire by rotation and to hold office for a term that the said Transactions/Contract/Arrangement/ up to 17th August, 2031; Agreement shall be carried out in the ordinary course of business of the Company and in respect of transactions with related party under section 2(76) of the Companies RESOLVED FURTHER THAT the Board of Directors be Act, 2013, are at arm’s length basis; and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.” RESOLVED FURTHER THAT, all actions taken by the management in connection with any matter referred to or contemplated in this resolution, be and are hereby approved, ratified and confirmed in all respects.” Sarthak Metals Limited | Annual Report 2025-26 37 Strategic Review Statutory Reports Financial Statements 5. Ratification of remuneration of Cost Auditor: To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT, pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re- enactment(s) thereof, for the time being in force), the remuneration of ₹ 40,000/- (Rupee Forty Thousand only) per annum, plus applicable taxes and re-imbursement of out of pocket expenses incurred in connection with the Audit, as approved by the Board of Directors based on recommendation of Audit Committee of the Company, to be paid to M/s Gajadhar Prasad & Co. (Firm Registration No. 003682), Cost Auditors appointed by the Board of Directors of the Company, to conduct the audit of cost records of the Company for the financial year ending 31st March, 2027, be and is hereby ratified and confirmed; RESOLVED FURTHER THAT, the Board of Directors of the Company and/or, Company Secretary be and are hereby severally authorized to do all such acts and to take all such steps as may be necessary, proper or expedient to give effect to this resolution.” Registered Office: By Order of the Board of Directors B.B.C. Colony, Khursipar, G.E. Road, Sarthak Metals Limited Bhilai, Chhattisgarh – 490011 CIN: L51102CT1995PLC009772 Email: cs@sarthakmetals.com, cfo@sarthakmetals.com website: www.sarthakmetals.com Sd/- Pratik Jain Date: 10th July, 2026 Company Secretary Place: Bhilai (C.G.) Membership No.: ACS 61747 62-5202 tropeR launnA | detimiL slateM kahtraS 38 stnemetatS laicnaniF stropeR yrotutatS weiveR cigetartS Notes: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT copy of the Board Resolution authorizing the THE MEETING IS ENTITLED TO APPOINT A PROXY representative to attend and vote on their behalf at TO ATTEND AND VOTE ON THE POLL INSTEAD the meeting along with the ID proof of the authorized OF HIM/HERSELF, AND THE PROXY NEED NOT representative. BE A MEMBER OF THE COMPANY. PROXIES, IN ORDER TO BE EFFECTIVE, MUST BE RECEIVED 9. Members are requested to note that dividends not BY THE COMPANY NOT LESS THAN 48 HOURS encashed or remaining unclaimed for a period of 7 BEFORE THE TIME OF THE MEETING. (seven) years from the date of transfer to the Company’s Unpaid Dividend Account, shall be transferred to the 2. A person can act as proxy on behalf of members not Investor Education and Protection Fund (“IEPF”) exceeding fifty members and holding in aggregate established by the Central Government. Further, not more than ten percent of the total share capital pursuant to the provisions Of Section 124 of the of the Company carrying voting rights. A member Act read with the Investor Education and Protection holding more than ten percent of the total share Fund Authority (Accounting, Audit, Transfer and capital of the Company carrying voting rights may Refund) Rules, 2016 (“IEPF Rules”) as amended to appoint a single person as proxy and such person date, all shares on which dividend has not been paid shall not act as proxy for any other person or or claimed for seven consecutive years or more shall shareholder. be transferred to IEPF. 3. The attendance slip cum Proxy Form is available at Members who have not yet encashed the dividend the end of this Annual Report. warrants or claimed dividend for the previous financial year, from the Financial, are requested to 4. The Explanatory Statement pursuant to Section 102 contact the Company/RTA on the following details of the Companies Act, 2013 setting out material facts concerning the business under item No. 3 to 5 of Details of Company: the Notice, is annexed hereto. Further, the relevant Address : B.B.C. Colony, Khursipar, G.E. Road, details with respect to Item No. 2 and 3 pursuant Bhilai, Chhattisgarh – 490011 to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Tel : +91-9303773708 (“SEBI Listing Regulations’) and Secretarial Standard Email : cs@sarthakmetals.com/ on General Meetings issued by the Institute of info@sarthakmetals.com Company Secretaries of India, in respect of Director seeking appointment/re-appointment at this AGM Details of RTA: are also annexed. Name : Nithin Nair 5. In terms of the provisions of Section 108 of the Address : Bigshare Services Private Ltd. Companies Act, 2013, the business set out in the Office No. S6-2, 6th Floor, Pinnacle Notice will be transacted through electronic voting Business Park, Next to Ahura Centre system and the Company is providing facility for Mahakali Caves Road, Andheri East, voting by electronic means. Instructions and other Mumbai 400093, Maharashtra, India. information related to e- voting are given in the notice under Note No. 23. The Members (including proxies) Tel : 022-62638200/222/223 attending the meeting who have not cast their vote Email : nithin@bigshareonline.com by remote e-voting shall be able to exercise their right to vote at the Annual General Meeting. 10. Members/Proxies/authorized representatives attending the Meeting are requested to bring their copies of 6. Relevant documents referred to in the above Notice Annual Report, together with the attendance slip duly are open for inspection at the Registered Office completed and signed, along with Client ID and DP ID of the Company during the business hours on any numbers. Copies of the Annual Report, together with working day (except Sunday and holidays) between the attendance slip, will also be available at the AGM 10:00 a.m. and 4:00 p.m. up to the date of the venue for filling and submission. Annual General Meeting. 11. The Register of Directors and Key Managerial 7. In case of joint holders attending the meeting, only Personnel and their shareholding, maintained under such joint holder who is higher in order of names will section 170 of the Companies Act, 2013 and the be entitled to vote. Register of Contracts or Arrangements in which Directors are interested, maintained under Section 8. Corporate Members intending to send their 189 of the Companies Act, 2013, will be available for authorized representatives to attend the Meeting inspection by the members at the Annual General are requested to send to the Company, a certified Meeting. Sarthak Metals Limited | Annual Report 2025-26 39 Strategic Review Statutory Reports Financial Statements 12. Shareholders holding shares in dematerialized form in physical form in addition to e-communication, should communicate the change of address, if or have any other queries, may write to us at any, to their Depository Participant, and other who cs@sarthakmetals.com. hold shares in physical form should communicate the change of address, to the Registrar and Share 19. Mr. Atul Jain, Practicing Chartered Accountant Transfer Agent (RTA) of the Company. Please find (Membership No. 447869), has been appointed below the contact details of RTA: as the Scrutinizer to scrutinize the remote e-voting process in a fair and transparent manner. Bigshare Services Private Ltd. Office No S6-2, 6th Floor, Pinnacle Business Park, 20. Any person who becomes a member of the Company Next to Ahura Centre, Mahakali Caves Road, after sending the Notice and holding shares as on the Andheri (East) Mumbai – 400093, Maharastra, India. cut-off date may obtain the login ID and password by Email ID: investor@bigshareonline.com sending a request to investor@bigshareonline.com. Contact No.: 022-62638200/222/223 21. The results declared along with the scrutinizer’s 13. In terms of Section 72 of the Companies Act, 2013, report will be placed on the website of the nomination facility is available to the individual Company, i.e., www.sarthakmetals.com, under the shareholder. The same should be availed through investors section and on the website of Bigshare respective depository. Services Private Limited. The results shall also be communicated to the Stock Exchanges and will 14. The Company has appointed Bigshare Services be made available on the websites of the Stock Private Limited, Mumbai as its Registrar and Share Exchanges, i.e., BSE Limited and National Stock Transfer Agents for rendering the entire range Exchange of India Limited, at www.bseindia.com and of services to the Shareholders of the Company. www.nseindia.com, respectively. Accordingly, all documents, transfer, DEMAT request, change of address intimation and other 22. The Shareholder needs to furnish the printed communication in relation thereto with respect to Attendance slip along with a valid identity proof such shares in electronic and physical form should be as the PAN card, passport, AADHAR card, or driving addressed to Registrar directly quoting folio no., license to enter the AGM hall. full name and name of Company as ‘Sarthak Metals Limited’ at investor@bigshareonline.com. 23. Instructions for remote e-voting are as follows: 15. Any member desiring any clarification/explanation A. VOTING THROUGH ELECTRONIC MEANS: in respect of the information given in this Annual Report is requested to submit query to the Company Pursuant to the provisions of Section 108 of the Act, at least 10 days in advance before the meeting so read with Rule 20 of the Companies (Management and as to enable the management to keep information Administration) Rules, 2014 (as amended), the Secretarial ready. Standard on General Meetings (SS-2) issued by the ICSI, Regulation 44 of the SEBI Listing Regulations, and 16. The route map of the venue of the Annual the Circulars issued by the MCA dated 8 April, 2020, General Meeting is annexed at the end of this 13 April, 2020, 5 May, 25 September, 2023 and 19 Report. The prominent land mark near the venue September, 2024, the Company is pleased to provide is Bus Stand, Bhilai Power House, Bhilai – 490011, members facility to exercise their right to vote on Chhattisgarh, India. resolutions proposed to be considered at the Annual General Meeting (AGM) by electronic means and the 17. In compliance with the aforementioned provisions of business may be transacted through remote e-Voting the Act and SEBI Listing Regulations, an electronic Services. The facility of casting the votes by the members copy of the Annual Report for the Financial Year using an electronic voting system from a place other 2026 is being sent to all the Members whose than the venue of the AGM (“remote e-voting”) will be e-mail addresses are registered with the Company/ provided by Bigshare Services Private Limited. Depository Participant(s) for communication purposes. In case any Member is desirous of THE INTRUCTIONS OF SHAREHOLDERS obtaining a hard copy of the Annual Report for the FOR REMOTE E-VOTING ARE AS UNDER: Financial Year 2026 and the Notice of the 31st AGM of the Company, they may send a request to the i. The voting period begins on 15th August, 2026 Company’s e-mail address at cs@sarthakmetals.com, at 9:00 a.m. and ends on 17th August, 2026 at mentioning their Folio No./DP ID and Client ID. 5:00 p.m. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record 18. The Annual Report of the Company will date) of Tuesday, 11th August, 2026 may cast their be available on the Company's website vote electronically. The e-voting module shall be www.sarthakmetals.com and on the websites of the disabled by Bigshare for voting thereafter. Stock Exchanges i.e. BSE Limited and National Stock Exchanges of India limited at www.bseindia.com and www.nseindia.com respectively. As per Section ii. Shareholders who have already voted prior to the 136(1), the physical copies of the aforesaid documents meeting date would not be entitled to vote at the will also be available at the Company's registered meeting venue. office for inspection during normal business hours on working days. Members who require communication 62-5202 tropeR launnA | detimiL slateM kahtraS 40 stnemetatS laicnaniF stropeR yrotutatS weiveR cigetartS iii. Pursuant to SEBI Circular No. SEBI/HO/CFD/ has been decided to enable e-voting to all the CMD/CIR/P/2020/242 dated 09.12.2020, under demat account holders, by way of a single Regulation 44 of Securities and Exchange Board login credential, through their demat accounts/ of India (Listing Obligations and Disclosure websites of Depositories/Depository Participants. Requirements) Regulations, 2015, listed entities Demat account holders would be able to cast their are required to provide remote e-voting facility vote without having to register again with the ESPs, to its shareholders, in respect of all shareholders’ thereby, not only facilitating seamless authentication resolutions. However, it has been observed that but also enhancing ease and convenience of the participation by the public non-institutional participating in e-voting process. shareholders/retail shareholders is at a negligible level. iv. In terms of SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated 9 December, 2020 on Currently, there are multiple e-voting service e-Voting facility provided by Listed Companies, providers (ESPs) providing e-voting facility to listed Individual shareholders holding securities in entities in India. This necessitates registration on demat mode are allowed to vote through their various ESPs and maintenance of multiple user IDs demat account maintained with Depositories and and passwords by the shareholders. Depository Participants. Shareholders are advised to update their mobile number and email Id in their In order to increase the efficiency of the voting demat accounts in order to access e-Voting facility. process, pursuant to a public consultation, it 1. Pursuant to above said SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode is given below: Type of shareholders Login Method Individual 1. Users who have opted for CDSL Easi/Easiest facility, can login through their existing Shareholders holding user id and password. Option will be made available to reach e-Voting page securities in Demat without any further authentication. The URL for users to login to Easi/Easiest is mode with CDSL https://web.cdslindia.com/myeasitoken/home/login or visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then use your existing my easi username & password. 2. After successful login the Easi/Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of BIGSHARE the e-Voting service provider and you will be re-directed to i-Vote website for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. BIGSHARE, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a link https://evoting.cdslindia.com/Evoting/EvotingLogin The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress, and also able to directly access the system of all e-Voting Service Providers. Click on BIGSHARE and you will be re-directed to i-Vote website for casting your vote during the remote e-voting period. Individual 1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of Shareholders holding NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either securities in demat on a Personal Computer or on a mobile. Once the home page of e-Services is launched, mode with NSDL click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name BIGSHARE and you will be re- directed to i-Vote website for casting your vote during the remote e-Voting period. 2) If the user is not registered for IDeAS e-Services, option to register is available at https:// eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices. nsdl.com/SecureWeb/IdeasDirectReg.jsp Sarthak Metals Limited | Annual Report 2025-26 41 Strategic Review Statutory Reports Financial Statements 1. Pursuant to above said SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode is given below: (Contd.) Type of shareholders Login Method 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name BIGSHARE and you will be redirected to i-Vote website for casting your vote during the remote e-Voting period. 4) For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/ evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/ mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page with all e-Voting Service Providers. Click on BIGSHARE and you will be re-directed to i-vote (E-voting website) for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Individual You can also login using the login credentials of your demat account through your Depository Shareholders (holding Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will securities in demat be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to mode) login through NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting their Depository feature. Click on company name or e-Voting service provider name and you will be redirected Participants to e-Voting service provider website for casting your vote during the remote e-Voting period. Important note: Members who are unable to retrieve User ID/Password are advised to use Forget User ID and Forget Password option available at abovementioned website. Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL Login type Helpdesk details Individual Shareholders holding Members facing any technical issue in login can contact CDSL helpdesk by securities in Demat mode with CDSL sending a request at helpdesk.evoting@cdslindia.com or contact at toll free No.: 1800 22 55 33. Individual Shareholders holding Members facing any technical issue in login can contact NSDL helpdesk by securities in Demat mode with NSDL sending a request at evoting@nsdl.com or call at 022-48867000. 2. Login method for e-Voting for shareholder o Shareholders holding shares in physical form other than individual shareholders holding should enter Event No + Folio Number registered with the Company as user id. shares in Demat mode & physical mode is given below: Note: If you have not received any user id or password · You are requested to launch the URL on internet please email from your registered email id or contact browser: https://ivote.bigshareonline.com i-vote helpdesk team. (Email id and contact number are mentioned in helpdesk section). · Click on “LOGIN” button under the ‘INVESTOR LOGIN’ section to Login on E-Voting Platform. · Click on I AM NOT A ROBOT (CAPTCHA) option and login. · Please enter you ‘USER ID’ (User id description is given below) and ‘PASSWORD’ which is shared NOTE: If Shareholders are holding shares in demat separately on you register email id. form and have registered on to e-Voting system of https://ivote.bigshareonline.com and/or voted on an o Shareholders holding shares in CDSL demat earlier event of any company then they can use their account should enter 16 Digit Beneficiary ID existing user id and password to login. as user id. · If you have forgotten the password: Click on ‘LOGIN’ o Shareholders holding shares in NSDL demat under ‘INVESTOR LOGIN’ tab and then Click on account should enter 8 Character DP ID ‘Forgot your password? followed by 8 Digit Client ID as user id. 62-5202 tropeR launnA | detimiL slateM kahtraS 42 stnemetatS laicnaniF stropeR yrotutatS weiveR cigetartS · Enter “User ID” and “Registered email ID” Click on · If you have forgotten the password: Click on ‘LOGIN’ I AM NOT A ROBOT (CAPTCHA) option and click under ‘CUSTODIAN LOGIN’ tab and further Click on on ‘Reset’. ‘Forgot your password? (In case a shareholder is having valid email address, · Enter “User ID” and “Registered email ID” Click on Password will be sent to his/her registered e-mail address). I AM NOT A ROBOT (CAPTCHA) option and click on ‘RESET. Voting method for shareholders on i-Vote E-voting portal: (In case a custodian is having valid email address, Password will be sent to his/her registered e-mail address). · After successful login, Bigshare E-voting system page will appear. Voting method for Custodian on i-Vote E-voting · Click on “VIEW EVENT DETAILS (CURRENT)” under portal: ‘EVENTS’ option on investor portal. · After successful login, Bigshare E-voting system page will appear. · Select event for which you are desire to vote under the dropdown option. Investor Mapping: · Click on “VOTE NOW” option which is appearing on · First you need to map the investor with your user ID the right hand side top corner of the page. under “DOCUMENTS” option on custodian portal. · Cast your vote by selecting an appropriate option o Click on “DOCUMENT TYPE” dropdown “IN FAVOUR”, “NOT IN FAVOUR” or “ABSTAIN” option and select document type power of and click on “SUBMIT VOTE”. A confirmation attorney (POA). box will be displayed. Click “OK” to confirm, else “CANCEL” to modify. Once you confirm, you will o Click on upload document “CHOOSE FILE” not be allowed to modify your vote. and upload power of attorney (POA) or board resolution for respective investor and click on · Once you confirm the vote you will receive “UPLOAD”. confirmation message on display screen and also you will receive an email on your registered email Note: The power of attorney (POA) or board resolution id. During the voting period, members can login has to be named as the “InvestorID.pdf” (Mention Demat any number of times till they have voted on the account number as Investor ID.) resolution(s). Once vote on a resolution is casted, it cannot be changed subsequently. o Your investor is now mapped and you can check the file status on display. · Shareholder can “CHANGE PASSWORD” or “VIEW/ UPDATE PROFILE” under “PROFILE” option on Investor vote File Upload: investor portal. · To cast your vote select “VOTE FILE UPLOAD” 3. Custodian registration process for i-Vote option from left hand side menu on custodian portal. E-Voting Website: · Select the Event under dropdown option. · You are requested to launch the URL on internet browser: https://ivote.bigshareonline.com · Download sample voting file and enter relevant · Click on “REGISTER” under “CUSTODIAN LOGIN”, details as required and upload the same file under upload document option by clicking on “UPLOAD”. to register yourself on Bigshare i-Vote e-Voting Confirmation message will be displayed on the Platform. screen and also you can check the file status on · Enter all required details and submit. display (Once vote on a resolution is casted, it cannot be changed subsequently). · After Successful registration, message will be displayed with “User id and password will be sent · Custodian can “CHANGE PASSWORD” or “VIEW/ via email on your registered email id”. UPDATE PROFILE” under “PROFILE” option on custodian portal. NOTE: If Custodian have registered on to e-Voting system of https://ivote.bigshareonline.com and/or voted on an earlier event of any company then they can use their existing user id and password to login. Helpdesk for queries regarding e-voting: Login type Helpdesk details Shareholder‘s other than individual In case shareholders/investor have any queries regarding E-voting, you may shareholders holding shares in Demat refer the Frequently Asked Questions (‘FAQs’) and i-Vote e-Voting module mode & Physical mode. available at https://ivote.bigshareonline.com, under download section or you can email us to ivote@bigshareonline.com or call us at: 022-62638338 Sarthak Metals Limited | Annual Report 2025-26 43 Strategic Review Statutory Reports Financial Statements B. THE INSTRUCTIONS FOR MEMBERS FOR 5. The Chairman shall, at the AGM, at the end of VOTING ON THE DAY OF THE AGM ARE AS discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, UNDER: by use of ballot paper for all those members who are 1. A member may participate in the AGM after present at the AGM but have not cast their votes by exercising his right to vote through remote e-voting availing the remote e-voting facility. but shall not be allowed to vote again at the AGM. 6. The Scrutinizer shall, after the conclusion of voting at 2. Members can opt for only one mode of voting, i.e., the General Meeting, unblock the votes cast through either by remote e-voting or voting at the Meeting. remote e-voting in the presence of at least two In case Members cast their vote through both the witnesses not in the employment of the Company modes, voting done by remote e-voting shall prevail and shall make not later than three days of the and votes cast at the Meeting shall be treated as conclusion of the AGM a Consolidated Scrutinizer’s invalid. Report of the total votes cast in favour or against and invalid votes if any. The results declared along with 3. A person, whose name is recorded in the register the Scrutinizer’s report, will be posted on the website of members or in the register of beneficial owners of the Company www.sarthakmetals.com and on the maintained by the depositories as on the cut-off date website of Stock Exchanges and Bigshare Services only shall be entitled to avail the facility of remote Private Limited immediately after the declaration of e-voting as well as voting at the AGM through ballot the result by the Chairman or any person authorised paper. by him and communicated to the Stock Exchange. 4. The Board of Directors has appointed Mr. Atul Jain, 7. Shareholders who would like to express their Practicing Chartered Accountants (Membership No. views/have questions may send their questions in 447869), as the Scrutinizer to scrutinize the remote advance mentioning their name demat account e-voting process as well as voting at the Annual number/folio number, email id, mobile number at General Meeting in a fair and transparent manner. cs@sarthakmetals.com. The same will be replied by the Company suitably. Registered Office: By Order of the Board of Directors B.B.C. Colony, Khursipar, G.E. Road, Sarthak Metals Limited Bhilai, Chhattisgarh – 490011 CIN: L51102CT1995PLC009772 Email: cs@sarthakmetals.com, cfo@sarthakmetals.com website: www.sarthakmetals.com Sd/- Pratik Jain Date: 10th July, 2026 Company Secretary Place: Bhilai (C.G.) Membership No.: ACS 61747 62-5202 tropeR launnA | detimiL slateM kahtraS 44 stnemetatS laicnaniF stropeR yrotutatS weiveR cigetartS Explanatory Statement As required by Section 102 of the Companies Act, 2013, the following explanatory statement sets out all material facts relating to the business mentioned under items Nos. 3 to 5 of the accompanying Notice. The item-wise explanatory statement for all special business mentioned (supra) is as follows: 1. Appointment of Mrs. Ushasree Bhagavatula subject to appointment by the Members. Mrs. Ushasree (DIN: 11480507) as Independent Women Bhagavatula has also confirmed that she complies with Rules 6(1) and 6(2) of the Companies (Appointment and Director: Qualifications of Directors) Rules, 2014, to her registration As term of Mrs. Rama Kohli, the current Independent with the data bank of Independent Directors maintained Women Director, is set to expire on 23rd August, by the Indian Institute of Corporate Affairs (‘IICA’). 2026, the Board of Directors at their meeting held on 10th July, 2026 have appointed Mrs. Ushasree Bhagavatula In the opinion of the Board, she fulfils the conditions as additional Independent Women Director on the Board specified in the Act, rules thereunder and the SEBI of the Company. Listing Regulations for appointment as an Independent Director and that she is independent of the Management. The said appointment has been made on the The terms and conditions of the appointment of recommendation of the Nomination and Remuneration Independent Directors is uploaded on the website of the Committee at their meeting held on 10th July, 2026. Company at https://sarthakmetals.com/investors-policies. aspx?mpgid=24 and would also be made available Mrs. Ushasree Bhagavatula, completed her Graduation for inspection to the Members of the Company up to (Bachelor of Commerce and Masters in Business Wednesday, 12th August, 2026, by sending a request Administration in Human-Resource Management) from from their registered email address to the Company at Symbiosis University, Hyderabad. She has vast experience cs@sarthakmetals.com along with their Name, DP ID & in the taxation and finance domain. Client ID/Folio No. The Company has received a declaration from In compliance with the provisions of Section 149 read Mrs. Ushasree Bhagavatula confirming that she meet the with Schedule IV to the Act, Regulation 17 of the SEBI criteria of independence as prescribed under Section Listing Regulations and other applicable provisions of 149(6) of the Act, read with the rules framed thereunder and the Act and SEBI Listing Regulations, the appointment of Regulation 16(1)(b) of the Securities and Exchange Board Mrs. Ushasree Bhagavatula as an Independent Women of India (Listing Obligations and Disclosure Requirements) Director is now placed for the approval of the Members Regulations, 2015 (‘SEBI Listing Regulations’). In terms of by a Special Resolution. Regulation 25(8) of the SEBI Listing Regulations, She, has confirmed that she is not aware of any circumstance or The Board commends the Special Resolution set out in situation which exists or may be reasonably anticipated Item No. 3 of the accompanying Notice for approval of that could impair or impact her ability to discharge her the Members. duties. Mrs. Ushasree Bhagavatula has also confirmed that she is not debarred from holding the office of Director by None of the Directors or Key Managerial Personnel virtue of any SEBI Order or any such authority pursuant to (‘KMP’) of the Company or their respective relatives are circulars dated 20 June, 2018 issued by BSE Limited and concerned or interested, financially or otherwise, in the the National Stock Exchange of India Limited pertaining resolution set out at Item No. 3 of the accompanying to enforcement of SEBI Orders regarding appointment of Notice. Directors by the listed companies. Disclosures as required under Regulation 36(3) of the SEBI Further, Mrs. Ushasree Bhagavatula has confirmed that Listing Regulations and Secretarial Standard-2 on General she is not disqualified from being appointed as Director in Meetings issued by the Institute of Company Secretaries terms of Section 164 of the Act and has given her consent of India are annexed to this Notice. to act as Director in terms of Section 152 of the Act, 2. To approve Material Related Party Transactions of the Company with M/s Bansal Brothers: Regulation 23 of the the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), inter alia, states that all Material Related Party Transactions (‘RPTs’) shall require prior approval of the Members by way of an Ordinary Resolution, even if such transaction(s) are in the ordinary course of business and at an arm’s length pricing basis. A transaction with a Related Party shall be considered material, if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year exceeds the limits prescribed under Schedule XII of the SEBI Listing Regulations, as reproduced hereunder: Consolidated Turnover of Listed Entity Threshold (I) Up to ₹ 20,000 Crore 10% of the annual consolidated turnover of the listed entity (II) More than ₹ 20,000 Crore to upto ₹ 2,000 Crore + 5% of the annual consolidated turnover of the listed entity ₹ 40,000 Crore above ₹ 20,000 Crore (II) More than ₹ 20,000 Crore to upto ₹ 3,000 Crore + 2.5% of the annual consolidated turnover of the listed entity ₹ 40,000 Crore above ₹ 40,000 Crore or ₹ 5,000 Crore, whichever is lower Sarthak Metals Limited | Annual Report 2025-26 45 Strategic Review Statutory Reports Financial Statements Further, SEBI Master Circular No. SEBI/HO/CFD/ benefit any related party of the listed entity or any of its PoD2/CIR/P/0155 dated 11 November, 2024, SEBI subsidiaries, regardless of whether a price is charged or Circular no. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 not. In view of the above, Resolution Nos. 4 are placed for dated 26th June, 2025 and SEBI Master Circular No. approval by the Members of the Company. HO/49/14/14(7)2025-CFDPOD2/I/3762/2026 dated 30th January, 2026 (“SEBI Circulars”) prescribes the It is pertinent to note that the Management has provided minimum information to be provided to the Audit the Audit Committee, comprising of Independent Committee and Shareholders for approval of Related Directors of the Company, with relevant details of the Party Transactions (collectively referred to as ‘RPT Industry proposed RPTs, including material terms and basis of Standards’) formulated by the Industry Standards Forum. pricing. The Audit Committee, after reviewing all necessary Additionally, Regulation 2(1)(zb) of the SEBI Listing information, has granted its approval for entering into Regulations defines a related party and Regulation 2(1) the below mentioned RPTs, subject to approval by the (zc) of the SEBI Listing Regulations defines a related Members at the ensuing Annual General Meeting. The party transaction which includes a transaction involving a Audit Committee has noted that the said transaction(s) transfer of resources, services or obligations between (i) a will be at an arm’s length pricing basis and will be in the listed entity or any of its subsidiaries on one hand and a ordinary course of business. The Audit Committee has related party of the listed entity or any of its subsidiaries reviewed the certificate provided by CEO & Managing on the other hand; or (ii) a listed entity or any of its Director and Chief Financial Officer of the Company, as subsidiaries on one hand and any other person or entity required under the RPT Industry Standards. on the other hand, the purpose and effect of which is to Minimum information to be provided to the Audit Committee and shareholder for approval of Related Party Transactions as per RPT Industry Standards and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT are provided below Part - A Minimum Information to be provided for review of the Audit Committee for Approval (including ratification) of RPTs: Sr. No. Particulars of the information Information provided by the management A. Details of the related party and transactions with the related party A (1). Basic details of the related party 1. Name of the related party M/s Bansal Brothers 2. Country of incorporation of the related party India 3. Nature of business of the related party Metal and Metal Products A (2). Relationship and ownership of the related party 1. Relationship between the listed entity and the Mr. Anoop Kumar Bansal, Promoter and Managing related party. Director, Mr. Kishore Kumar Bansal, Promoter, and Mr. Gaurav Agrawal, Son of the Chairman and Director are partners in M/s Bansal Brothers. 2. Shareholding or contribution % or profit & loss Sarthak Metals Limited has no capital contribution. sharing % of the listed entity/subsidiary (in case Mr. Anoop Kumar Bansal holds 35%, Mr. Kishore Kumar of transaction involving the subsidiary), whether Bansal holds 35%, and Mr. Gaurav Agrawal 15%. direct or indirect, in the related party. 3. Shareholding of the related party, whether direct or indirect, in the listed entity/subsidiary Explanation: Indirect shareholding shall mean Nil shareholding held through any person, over which the related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. A (3). Details of previous transactions with the related party 1. Total amount of all the transactions undertaken Sr. No. Nature of Transaction Amount by the listed entity with the related party during the last financial years. 1. Purchase of Goods 13,17,41,569 2. Sale of Goods 8,40,36,100 3. Purchase of Services - 4. Sale of Services -