Your Directors are pleased to present the Company’s Thirty Seventh Annual Report and the Company’s Audited Standalone and Consolidated Financial Statement for the financial year ended 31^st March, 2023.

FINANCIAL PERFORMANCE AND THE STATE OF THE COMPANY’S AFFAIRS

On Standalone Basis

The Company has a net profit of ' 1,060.51 lakhs for the year under review as against ' 14,921.20 lakhs profit in the last year. The total Income of the Company for the year under review was ' 8,106.45 lakhs as against ' 15,198.69 lakhs during the last year.

On Consolidated Basis

The Company has consolidated net profit of ' 6,770.63 Lakhs for the year under review as against ' 15,373.46 Lakhs profit in the last year. The total consolidated income of the Company was ' 39,707.14 Lakhs for the year under review as against ' 20,711.74 Lakhs during the last year.

MANAGEMENT DISCUSSION AND ANALYSIS

The core business of the Company is trading in Iron & Steel

products. The Management discussions and analysis is given

hereunder: -

a) Industry structure and development: Company is engaged in trading activity primarily having vast potential & now being getting attention of the organised sector.

b) Opportunities and threats: Sustained economic growth in the country may affect the business of the Company and sector overall. However, the Company is taking proper steps to mitigate the business risk.

c) Segment-wise performance: The Company is operating on only one broad segment and hence separate segmental reporting is not applicable. The Company has no activity outside India.

d) Outlook: The outlook for 2023-2024 has to be viewed in the context of overall economic scenario etc.

e) Risk and concerns: The Company is exposed to general market risk and is initiating adequate step.

f) Internal control system: The Company maintains adequate internal control systems, which provide adequate safeguards and proper monitoring of the transactions.

g) Discussion on financial performance with respect to operating performance: The operating performance of the Company has been discussed in Directors Report under the head “Financial Performance and the state of the Company’s Affairs” in the current year.

h) Human resources and industrial relations: During the year under review the Employee/Industrial relations remained cordial.

i) Key Financial Ratios

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the Company is required to give details of significant changes (change of 25% or more as compared to the immediately previous financial year) in key financial ratios.

The Company has identified the following ratios as key financial ratios:

Ratios where there has been a significant change as compared to immediately preceding financial year.

The Debtor Turnover Ratio has increased due to increase in sales as compared to last year. The Operating profit margin has decreased due to increase in purchase as compared sales to last year. The net profit margin has decreased due to decrease in net profit.

j) Return on NetworthThe details of return on net worth are given below:

SHARE CAPITAL

Preferential issue of Equity Shares

The Company has not issued any Preferential issue of Equity Shares.

DEMATERIALIZATION OF SHARES

As on 31^st March 2023, there are 1,27,17,83,606 Equity Shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 99.97% of the total issued, subscribed and paid-up capital of the Company.

DIVIDEND

Your Directors are pleased to recommend payment of ' 0.10/- per equity share of face value of ' 1/- each. as final dividend for the financial year 2022-23, for the approval of the Members at the ensuing Annual General Meeting (AGM) of the Company. The details of Dividend distribution policy is available at Company website https://sgtl.in/pdf/Dividend%20 Distribution%20Policy.pdf

TRANSFER TO RESERVES

During the year under review, no amount was transferred to general reserves for the financial year 2022-2023.

CHANGE IN THE NATURE OF BUSINESS ACTIVITIES

During the year under review, there is no change in the nature of the business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, which have occurred between the end of the financial year and the date of the Report which have affected the financial position of the Company.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Manesh Cherian (DIN: 02244855)

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Manesh Cherian, Director of the Company, retires by rotation at the 36^th Annual General Meeting held on 24^th August, 2022 and subsequently reappointed in the duly convened Annual General Meeting.

Mr. Sandeep Aole (DIN 01786387)

Mr. Sandeep Aole appointed as Additional Independent Director of the Company in the Board Meeting held on 27^th May, 2022 and subsequently appointed as Independent Director of the Company in the Annual General Meeting of the Company held on 24^th August, 2022.

Mr. Vinayak Kashid (DIN: 08582130)

Mr. Vinayak Kashid resigned as Director of the Company from the closing hours of 10^th August, 2022. The Board took the note of the same in the Board Meeting held on 10^th August, 2022.

Mr. Rajesh R Gupta (DIN: 00028379)

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Rajesh. R Gupta, Managing Director of the Company, are liable to retire by rotation at the ensuing AGM of the Company pursuant to the provisions of Section 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible they have offered himself for re-appointment, on the recommendation of the Nomination & Remuneration Committee and the Board of Directors.

Particulars in pursuance of Regulation 36 of the SEBI LODR Regulations read with Secretarial Standard - 2 on General Meetings relating to Mr. Rajesh R. Gupta are given in the Notice of AGM.

KEY MANAGERIAL PERSONNEL

In terms of section 203 of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnel of the Company are Mr. Rajesh R. Gupta, Managing Director, Mr. Viresh Sohoni, Chief Financial Officer and Mrs. Kumari Rachna, Company Secretary & Compliance Officer.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state that:

1. in the preparation of the annual accounts for the year ended 31^st March, 2023, the applicable accounting standards have been followed and there are no material departures from the same;

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2023 and of the profit of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the annual accounts on a ‘going concern’ basis;

5. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

DISCLOSURE RELATED TO BOARD AND COMMITTEES Board Meetings

The Board met 5 times during the financial year 202223 on 29^th April, 2022, 27^th May, 2022, 10^th August, 2022, 27^th October, 2022 and 06^th February, 2023. The meeting details are provided in the Corporate Governance Report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act, 2013.

Committees of the Board

As on 31^st March, 2023, the Board had 4 (Four) Statutory Committees viz: Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee and Corporate Social Responsibility Committee. A detailed note on the composition of the Board and its Statutory Committees is provided in the Corporate Governance Report that forms part of this Annual Report.

Board Evaluation

Pursuant to the corporate governance requirements as prescribed in the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and of individual directors.

In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole, performance of the Committee(s) of the Board and performance of the Chairman was evaluated, taking into account the views of other directors. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

Declaration by Independent Directors

The Company has received declaration from the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with Regulation 16 (1) (b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situations which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as independent directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Companies Act, 2013 and applicable rules thereunder) of all Independent Directors on the Board. In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed about their enrolment in the

data bank of Independent Directors maintained with the Indian Institute of Corporate affairs.

Familiarization Programme for Independent Directors

The Company has formulated a Programme for Familiarization of Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates etc. The detail of such Familiarization programme conducted during the financial year 2022-23 can be accessed on the company’s website at https://www.sgtl. in/wp-content/uploads/2023/06/Familarisation-Programme-ID-2022-23.pdf

Meeting of Independent Directors

During the year under review, the Independent Directors met on 13^th February, 2023, inter alia, to:

a) Review the performance of Non Independent Directors, and the Board of Directors as a whole;

b) Review the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.

c) Assess the quality, content and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at this meeting. The observations made by the Independent Directors have been adopted and put into force.

VARIOUS COMPANY’S POLICIES

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 the Company has formulated and implemented the following policies. All the Policies are available on Company’s website (www.sgtl.in) under the heading “Corporate Policies”. The policies are reviewed periodically by the Board and updated based on need and requirements.

Whistle Blower & Vigil Mechanism Policy

Whistle Blower Policy of the Company includes in its scope any instances related to Insider Trading and also provides access to the employees of the Company to report the instances of leak of Unpublished Price Sensitive Information or suspected leak of Unpublished Price Sensitive Information. The Company has established Vigil Mechanism for the directors and employees of the Company to report, serious and genuine unethical behavior, actual or suspected fraud and violation of the Company’s code of conduct or ethics policy. It also provides adequate safeguards against victimization of persons, who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. None of the employees of the Company has been denied access to the Audit Committee.

Mr.Rajesh R. Gupta, Chairman and Managing Director of the Company, has been designated as Vigilance and Ethics Officer for various matters related to Vigil Mechanism.

The Whistle Blower &Vigil Mechanism policy can be accessed on the company’s website at http://www.sgtl.in/pdf/Whistle%20 Blower%20Policy%20&%20Vigil%20Mechanism.pdf

Policy for Related Party Transactions

In line with the requirements of Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Policy on Related Party Transactions. The policy regulates all transactions taking place between the Company and its related parties in accordance with the applicable provisions.

The policy on Related Party Transaction can be accessed on the company’s website at http://www.sgtl.in/pdf/Policy%20 on%20Related%20Party%20Transaction.pdf

Code of conduct for Director(s) and Senior Management Personnel

The Company has adopted a Code of Conduct for the Senior Management Personnel, Directors (Executive / Non-Executive) including a code of conduct for Independent Directors which suitably incorporates the duties of Independent Directors as laid down in the Act.

The above code can be accessed on the company’s website at http://www.sgtl.in/pdf/Code%20of%20Conduct%20for%20 Board.pdf

Risk Management Policy

The Risk Management policy is formulated and implemented by the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The policy helps to identify the various elements of risks faced by the Company, which in the opinion of the Board threatens the existence of the Company.

The Risk Management Policy can be accessed on the company’s website at http://www.sgtl.in/pdf/Risk%20 Management%20Policy.pdf

Nomination and Remuneration Policy

In line with the requirements of Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Nomination & Remuneration Policy.

The Nomination & Remuneration policy provides guidelines to the Nomination & Remuneration Committee relating to the Appointment, Removal & Remuneration of Directors, Key Managerial Personnel and Senior Management. This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for

the appointment of a director (executive / non-executive) and also the criteria for determining the remuneration of the directors, key managerial personnel, senior management and other employees. It also provides the manner for effective evaluation of performance of Board, its committees and individual directors.

The Nomination and Remuneration Policy can be accessed on the company’s website at http://www.sgtl.in/pdf/ Remuneration%20Policy.pdf

Policy for Determination of Materiality of an Event or Information

In line with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a policy for determination of materiality- based events.

The Policy for Determination of materiality of an event or information policy can be accessed on the company’s website at http://www.sgtl.in/pdf/Policy%20for%20Determining%20 Materiality%20of%20Events.pdf

Policy on Preservation of Documents

In pursuant to Regulation 9 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has adopted the policy on preservation of the documents.

The policy on preservation of documents can be accessed on the company’s website at http://www.sgtl.in/pdf/1.%20 Policy%C2%A0on%C2%A0Preservation%C2%A0of%C2% A0Documents.pdf

Insider Trading -Code of Conduct

In pursuant to SEBI (Prohibition of Insider Trading)

Regulations, 2015, the Company has adopted the Insider Trading Code. The Code provides framework for dealing with the securities of Company in mandated manner.

The above Insider Trading-code of conduct can be accessed on the company’s website at http://www.sgtl.in/pdf/Insider%20 Trading%20Code%20of%20Conduct.pdf effective from April 1, 2019.

Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information (“UPSI”)

In pursuant to SEBI (Prohibition of Insider Trading)

Regulations, 2015, the company has formulated a written policy and procedures for inquiry in case of leak of unpublished price sensitive information and initiate appropriate action on becoming aware of leak of unpublished price sensitive information and inform the Board promptly of such leaks, inquiries and results of such inquiries. In pursuant to this regulation, the Company has adopted the Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information (“UPSI”)

Policy for procedure of Inquiry in case of Leak of Unpublished Price Sensitive information (“upsi”) can be accessed on the

company’s website at http://www.sgtl.in/pdf/Policy%20for%20 leak%20of%20UPSI.pdf

Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information

In pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information which includes therein the policy for determination of “Legitimate purposes for sharing UPSI”

The code of Practices and Procedures for Fair Disclosure of the Unpublished Price Sensitive Information can be accessed on the company’s website at http://www.sgtl.in/pdf/Code%20 of%20Practices%20and%20Procedures%20for%20Fair%20 Disclosure%20of%20UPSI.pdf effective from April 1, 2019.

Policy on Material Subsidiary

In line with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a policy for determination of Material Subsidiary.

The policy on material subsidiary can be accessed on the company’s website at https://sgtl.in/pdf/Material%20 subsidiary%20policy%20Final.pdf

Corporate Social Responsibility Policy

The Corporate Social Responsibility Policy (hereinafter “CSR Policy) of the Company has been prepared pursuant to Section 135 of the Companies Act, 2013 and the CSR Rules. The CSR policy serves as the referral document for all CSR related activities at the Company. CSR Policy relates to the activities to be undertaken by the Company as specified in schedule VII and other amendments/circulars thereon to the Companies Act, 2013.

The CSR Policy can be accessed on the company’s website at https://sgtl.in/pdf/CSR%20POLICY.pdf

Corporate Social Responsibility The Company has constituted Corporate Social Responsibility (CSR) Committee in compliance with the provisions of section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The disclosures with respect to CSR activities are given in “Annexure II”.

CORPORATE GOVERNANCE

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with. As per Regulation 34(3) Read with Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015, a separate section on corporate governance, together with a certificate from the Company’s Statutory Auditors, forms part of this Report.

AUDITORS Statutory Auditor

The Shareholders of the company in the Annual General Meeting held on 29th September, 2021 appointed M/S/ Todarwal & Todarwal LLP (Firm Registration No. 111009W/ W100231) as the Statutory Auditors of the Company for a period of 5 (Five) Years from the conclusion of the 35th Annual General Meeting till the conclusion of the 40thAnnual General Meeting of the Company to be held in the Year 2026.

Statutory Audit Report

During the financial year 2022-23 there is no fraud occurred, noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies(Audit and Auditors) Rules, 2014 (as amended from time to time).

The observations made by the Statutory Auditor in their Audit Report read with the relevant notes thereof as stated in the Notes to the Audited Financial Statements of Company for the Financial Year ended 31^st March, 2023 are self-explanatory and being devoid of any reservation(s), qualification(s) or adverse remark(s) etc do not call for any further information(s)/ explanation(s) or comments from the Board under Section 134(3)(f)(i) of the Companies Act, 2013.

Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration Of Managerial Personnel) Rules, 2014, The Board Has Appointed M/s Maharshi Ganatra & Associates., Practicing Company Secretary (Membership No. 11332 CP14520) as the Secretarial Auditor of your Company to conduct Secretarial Audit for the financial year 2022-23.

Secretarial Audit Report

As required under provisions of Section 204 of the Companies Act, 2013, the report in respect of the Secretarial Audit carried out by M/s Maharshi Ganatra & Associates., Practicing Company Secretary (Membership No. ACS 43021 CP No. 20863), in Form MR-3 for the FY 2022-23 is annexed hereto marked as “Annexure B” and forms part of this Report. The said Secretarial Audit Report being devoid of any reservation(s), adverse remark(s) and qualification(s) etc. does not call for any further explanation(s)/ information or comment(s) from the Board under Section 134(3) (f)(ii) of the Companies Act, 2013.

MAINTENANCE OF COST RECORDS

The maintenance of cost accounts and records as prescribed under section 148(1) of the Companies Act, 2013 is not applicable to the Company.

INTERNAL FINANCIAL CONTROLS

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

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED

During the year under review, the company has made investment in accordance with section 186 of the Companies Act, 2013. Further Company has not given any Loan, Guarantee during the financial year 2022-2023.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Particulars of contracts or arrangements or transactions with related party referred to in section 188 of the Companies Act, 2013, in the prescribed form AOC-2, are enclosed with this report as “Annexure C”.

There were no materially significant related party transactions entered by the Company which may have a potential conflict with the interest of Company. All related party transaction(s) are first placed before Audit Committee for approval and thereafter such transactions are also placed before the Board for seeking their approval. The details of Related Party Transactions, as required pursuant to respective Indian Accounting Standards, have been stated in Note No. 33 to the Audited Standalone Financial Statement of Company forming part of this Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1), 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are annexed hereto marked as “Annexure D” and forms part of this report.

DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME

The Company has not issued any shares pursuant to Employee Stock Option Scheme and Employee Stock Purchase Scheme during the year under review and hence no information as per provisions of Companies Act, 2013 is furnished.

DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE RELATING TO SWEAT EQUITY SHARES

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

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company confirms compliance with the applicable requirements of Secretarial Standards 1 and 2.

DEPOSITS

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as ‘Deposits’ in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company’s operations in future.

PREVENTION OF SEXUAL HARASSMENT

Disclosures in relation to the sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 have been provided in the Report on Corporate Governance.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The Information on conservation of energy, technology absorption, foreign exchange earnings and out go, in accordance with provisions of section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of Companies (Account) Rules, 2014 is not required since the Company is not a manufacturing Company.

ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 & Rule 12 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible on the website of the Company i.e. www.sgtl.in.

LISTING FEES

The listing fees payable for the financial year 2023-2024 have been paid to Bombay Stock Exchange within due date. ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation and gratitude for the assistance and generous support extended by all Government authorities, Financial Institutions, Banks, Customers and Vendors during the year under review. Your Directors wish to express their immense appreciation for the devotion, commitment and contribution shown by the employees of the company while discharging their duties.

For and on behalf of the Board of Directors Shree Global Tradefin LimitedSd/-

Rajesh R. Gupta Chairman& Managing Director DIN:00028379

Date: 27^th April, 2023 Place: Mumbai