Dear Members,

The Board of Directors are delighted to present the report of the business and operations of The Sandur Manganese & Iron Ores Limited (the Company) along with summary of the financial statements for the financial year ended 31 March 2026 (year under review/FY 2025-26/FY26).

The summary of the standalone and consolidated financial results are as follows:

During the year under review, the Company has a turnover amounting to '2,01,062 lakh and Earnings before Interest, Tax, Depreciation and Amortisation (EBITDA) of '90,438 lakh. Production and sales volumes for both manganese ore and iron ore reached an all-time high milestone during the year. Manganese ore production grew 15% Year on Year (YoY), with sales volumes rising 93% YoY, supported by sequential improvements in dispatches across all four quarters of FY26. Iron ore production also expanded 14% YoY, with sales up marginally by 2% YoY. From a realisation's standpoint, FY26 was a muted year, with prices across both products bottoming out in Q2FY6 and Q3FY26. The recent improvement in domestic benchmark realisations in April across both manganese and iron ores, however, supports a good start to FY27.

Coke volumes under the conversion agreement remained consistent through FY26, with 2 of our 4 batteries operational. The Company has contracted the same capacity for FY27 as well, which will ensure continuity of operations from these 2 batteries. The Company is also actively engaging with additional customers to further expand the scope of the Company's contract manufacturing by recommencing production from the remaining 2 batteries. This is aimed at improving overall utilisation of the Company's Coke Oven batteries from the current ~46%, which will also enable higher energy generation through waste heat recovery mechanism.

Ferroalloys production improved sequentially across each quarter of FY26, which is a notable achievement for this segment. While market conditions remained challenging through most of FY26 for the ferroalloys industry, the Company is now seeing initial signs of recovery, with a more supportive operating environment for the broader iron and steel industry. The recent improvement in ferroalloys realisations is also encouraging. While the Company have maximised production from the two operational furnaces through effective power balancing and process optimisation, the Company is hopeful that the recommencement of the remaining 2 Coke Oven batteries will help with better utilisation of capacities in FY27.

The segment wise revenue growth/(decline) against previous year for mining, ferroalloys and coke & energy segments were 3%, 205% and (40)% respectively. The decline in coke is mainly due to the conversion contract being operational for the full year as compared to the previous year.

The Company recorded profit before tax of Rs.71,722 lakh after charging Rs.6,355 lakh towards depreciation and amortisation expense, Rs.12,361 lakh towards finance costs and Rs.1,889 lakh towards exceptional items on account of new Labour Codes notified by the Government of India. The profit before tax increased by 20% compared to the previous year due to increased volumes from the mining and ferroalloys segment along with profits from coke & energy segment due to conversion agreement. The segment wise result growth against previous year for mining, ferroalloys and coke & energy segments were 10%, 585% and 116% respectively.

After charging income tax of Rs.18,586 lakh, deferred tax of ('1,172) lakh, the Profit After Tax (PAT) for the current year has been Rs.54,308 lakh. PAT has increased by 22% as compared to previous financial year.

The consolidated financial statement has a total income of Rs.5,16,299 lakh, EBITDA of Rs.1,25,155 lakh and PAT of Rs.65,876 lakh. Arjas Steel Private Limited (ASPL) registered a notable increase in production and sales dispatches during Q4, with significant progress on both YoY and sequential basis. EBITDA margins, which were relatively muted in the previous two quarters, have also improved notably in Q4. The Company anticipate stronger performance from ASPL in FY27, supported by further potential to increase production from existing capacities, alongside a more conducive operating environment for both the Alloy Steel and Automotive industries.

The Company's proposal for setting up a 300 tonne per hour Downhill Conveyor Pipe System (DCS) from the Company's Kammathuru iron ore mine to PMBR railway siding is completed and the Company has obtained necessary approvals in this regard during the year under review. Subsequent to the receipt of Consent for Operation - Expansion (CFO-

Expand) for establishment of a 1.2 km long DCS, the Company has executed a Forest Lease Agreement with Deputy Conservator of Forests (DCF), Government of Karnataka, Ballari Division, Ballari, in favour of the Company. The DCS is expected to be operational within H1FY27. The DCS passes through a small stretch of 2.4314 hectares of forest land in Deogiri Swamimalai Forest Block, Sandur, Ballari District.

The project will enable environment-friendly transportation of ore and is expected to fetch better realisations as the ore will now be delivered directly to the railway siding, for the ease of our customers. Notably, the Company is the first private mine in the Ballari and Vijayanagara district to comply with setting up a DCS for ore evacuation, in line with the directions of the Hon'ble Supreme Court. This investment reflects exactly the kind of capital allocation the Company aspires to, that delivers value for all its stakeholders, customers, shareholders, and the environment, together.

The Company is in the process of setting up of 2.0 Million Tonnes Per Annum (MTPA) Beneficiation Plant at Deogiri, aimed at upgrading iron ore grade concentrate suitable for pellet manufacturing. It is designed to deliver 1.0 to 1.2 MTPA output with modern beneficiation processes including crushing, screening, grinding, magnetic separation, and filtration. Successful implementation of beneficiation plant will also result in improved realization through pellet feed quality and reduced waste.

The Company had entered into a Share Subscription and Shareholders' Agreement (SSSHA) with ReNew Green Energy Solutions Private Limited and ReNew Sandur Green Energy Private Limited (RSGEPL) and Power Purchase Agreement with RSGEPL for the purpose of captive consumption of renewable power at the Company's metal and ferroalloys plant. Pursuant to SSSHA, the Company has invested an amount of '3,864 lakh towards subscription of 3,51,30,000 equity shares of '10 each at a premium of '1 each as at 31 March 2026.

33 MW solar power plant and 9.9 MW wind turbine generators with associated electrical equipments interconnecting the power with Karnataka Power Transmission Corporation Limited (KPTCL) grid is commissioned at Kudligi Taluk, Vijayanagara District, Karnataka State and the project have been operating smoothly, supplying green energy to the plant.

The Company is exploring different strategic possibilities and evaluating the opportunities from different parameters in order to sustain growth, achieve substantial market share and meet its future needs. Future market for the envisaged products, availability of infrastructure facilities and utilities are some of the critical aspects that the Company is considering as part of next phase of expansion. Appropriate decisions in this regard will be taken by the Company based on the expert opinion, analysis and evaluation.

The following approvals has been received by the Company during the year under review and as on the date of this Report:

• Subsequent to the receipt of enhancement in iron ore production from 3.81 to 4.36 Million Tonnes Per Annum (MTPA) from the Central Empowered Committee constituted by the Hon'ble Supreme Court of India on 1 January 2025, Karnataka State Pollution Control Board (KSPCB) granted Consent for Operation under The Water (Prevention & Control of Pollution) Act, 1974 and The Air (Prevention & Control of Pollution) Act, 1981 for the said enhancement on 29 April 2025. Monitoring Committee appointed by the Hon'ble Supreme Court of India upon receipt of all the regulatory approvals pro-rated the iron ore production to 4.314 MTPA on 7 May 2025.

• The Company has received final approval from the Ministry of Environment, Forest and Climate Change (MoEF&CC), Government of India, under Section 2(1 )(ii) of the Van (Sanrakshan Evam Samvardhanam) Adhiniyam, 1980, for diversion of 2.4314 hectares of forest land in Deogiri Swamimalai Forest Block, Sandur Taluk, Ballari District, Karnataka, for establishing a DCS from Kammathuru iron ore mine to PMBR (BMM) siding in favour of the Company, on 3 October 2025. KSPCB granted Consent for Operation under The Water (Prevention & Control of Pollution) Act, 1974 and The Air (Prevention & Control of Pollution) Act, 1981 for DCS on 12 November 2025.

• On 6 August 2025, the Central Empowered Committee constituted by the Hon'ble Supreme Court of India granted Maximum Permissible Annual Production (MPAP) for 0.089 Million Metric Tonnes (MMT) of iron ore and enhancement of manganese production from current 0.032 MMT to 0.049 MMT along with transportation of previously stacked incidental iron ore of 0.327 MMT (0.164 MMT during FY 2025-26 and 0.163 MMT within 30 August 2026). KSPCB granted Consent for Operation under The Water (Prevention & Control of Pollution) Act, 1974 and The Air (Prevention & Control of Pollution) Act, 1981 for the said production on 12 November 2025. Monitoring Committee appointed by the Hon'ble Supreme Court of India upon receipt of all the regulatory approvals pro-rated the iron ore production to 0.03708 MTPA and manganese ore production to 0.03908 MTPA on 20 November 2025.

The Indian Bureau of Mines, Ministry of Mines, Government of India honoured the Company's Kammatharu iron ore mine, Mining Lease No.2678 with distinguished Seven Star Rated Mine award in recognition of the Company's outstanding efforts and best practices in green mining, for its exemplary performance during the year 2023-24, on 7 July 2025 at Rajasthan International Centre, Jaipur at the award function to felicitate Five Star & Seven Star Rated Mines of India. The Company is the only mine from South India and the first among the three selected Seven Star Rated Mines in the country.

Additionally, acknowledging its commitment to sustainable development at its Kammathuru iron ore mine in Sandur Taluk, Ballari District, the Company has been awarded the Five Star Rating for the year 2023-24. The Company has been receiving the Five Star Rating award consistently for the past 10 years, since the inception of the Star rating awards by the Indian Bureau of Mines, Ministry of Mines, Government of India. These awards underscore the Company's leadership in operational sustainability and commitment to the highest standards of environmental stewardship.

The Ministry of Mines, Government of India instituted these awards with the aim to promote sustainable mining and recognize exemplary practices that set new benchmarks while meeting key performance parameters.

• The Company's Vyasanakere Plant has been awarded with prestigious State level Unnatha Suraksha Puraskara Award from the National Safety Council on 9 September 2025, in recognition of the Company's best management systems and safety performance during the years 2023 and 2024.

• The Mines Safety Association of Karnataka, under the aegis of Directorate General of Mines Safety (DGMS), conducted inspections across the Company's four mining units - Deogiri, Kammatharu, Subbarayanahalli and Ramghad, during Mines Safety Week 2025-26. Under the supervision of the Director of Mines Safety, the Company secured a total of 19 prizes at both the State Level and Zonal Level, reflecting excellence in safety management, health and welfare amenities, innovation, machinery maintenance, and operational performance.

• During the Mines Environment and Mineral Conservation (MEMC) Week 2025-26, organised by the Mines Environment and Mineral Conservation Association, Karnataka Region, under the aegis of the Indian Bureau of Mines, the Company's mines at Kammatharu and Ramghad received a total of 9 prizes for outstanding performance in afforestation, reclamation and rehabilitation, sustainable development etc.

During the year under review, the authorised share capital of the Company was increased from Rs.20,000 lakh comprising of 20,00,00,000 Equity Shares of Rs.10 each to Rs.60,000 lakh comprising of 60,00,00,000 Equity Shares of Rs.10 each.

The Board of Directors at its meeting held on 8 August 2025 had accorded its approval to issue Bonus Equity Shares of Rs.10 each in the ratio of 2 new fully paid-up Equity Shares of Rs.10 each for every

1 existing fully paid-up Equity Share of Rs.10 each, held by the eligible equity shareholders of the Company and whose names appear in the Register of Members and in the beneficial records of the Depositories as on the Rs.Record Date' i.e., 22 September 2025, subject to the Members' approval. The Members approved the said issue through special resolution passed by Postal Ballot on 10 September 2025. Accordingly, the Bonus Equity Shares were credited to the eligible shareholders of the Company on 24 September 2025 and the said Shares was listed and admitted to dealings on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) with effect from the same date. The Bonus Equity Shares so allotted rank pari-passu with the existing share capital of the Company.

As on 31 March 2026, the issued, subscribed and fully paid-up share capital of the Company was Rs.48,610 lakh comprising of 48,61,04,814 Equity Shares of Rs.10 each.

The Company has neither issued equity shares with differential rights as to dividend, voting or otherwise nor shares (including sweat equity shares) to employees of the Company under any scheme. Further, the Company has not issued any convertible securities or warrants and has not held any shares in trust for the benefit of employees where the voting rights are not exercised directly by the employees. The Company has not bought back any of its securities during the year.

During the year under review, the Board of Directors at its meeting held on 4 February 2026 had accorded its approval for early full redemption of 45,000, 11% secured, listed, redeemable, rupee denominated, transferable and interest bearing Non-Convertible Debentures (NCDs) of Rs.94,000/- each aggregating to Rs.42,300 lakh, bearing ISIN Rs.INE149K07013', in accordance with the terms and conditions set out in the Key Information Document, General Information Document and Debenture Trust Deed. The Company redeemed the said NCDs on 9 March 2026 and the securities were delisted from BSE effective from 24 March 2026.

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

The Dividend Distribution Policy as adopted and formulated by the Board in terms of Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is available on the Company's website at https://www.sandurgroup.com/downloads/ Corporate-Governance/Policies/15-Dividend- Distribution-Policy.pdf and annexed to this Report as ‘Annexure A'.

The Board has recommended a final dividend of Rs.0.50 per Equity Share (5%) for the financial year ended 31 March 2026, subject to the approval of the Members at the ensuing Annual General Meeting (AGM) of the Company. The dividend has been recommended based on the parameters laid down in the Dividend Distribution Policy and the same will be paid out of the profits for the year under review.

According to the Finance Act, 2020, dividend income shall be taxable in the hands of the Members w.e.f., 1 April 2020, and the Company is required to deduct tax at source from the dividend payable to the Members at prescribed rates as per the Income-tax Act, 2025.

As permitted under the Companies Act, 2013 (Act), the Board does not propose to transfer any amount to General Reserve and has decided to retain the entire amount of profit for the financial year 2025-26 in the Statement of Profit and Loss.

As per Section 124(5) of the Act read with Rules made thereunder, dividends remaining unpaid/unclaimed for a period of seven years from the date of transfer to the unpaid dividend account is required to be transferred to Investor Education and Protection Fund (IEPF). Further, the shares in respect of which dividend has not been paid or claimed for seven consecutive years shall be transferred by the Company in the name of IEPF.

In pursuance of the above, the dividend remaining unpaid/unclaimed in respect of final dividend declared for financial year 2017-18 amounting to '1,06,128/- and interim dividend declared for financial year 2018-19 amounting to '1,60,380.50/- have been transferred to IEPF during the financial year 2025-26. Consequently, 1,207 shares belonging to 10 Members and 200 shares belonging to 3 Members in respect of which dividends remained unpaid/unclaimed for seven consecutive years were also transferred to IEPF.

During the year under review, the Company had also transferred 2,23,652 shares belonging to 179 shareholders being the Bonus Shares pertaining to the shares which were already transferred to IEPF as per Rule 6(8) of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

In the interest of the Members, the Company sends periodical reminders to the Members to claim their dividends to avoid the transfer of dividends or shares to IEPF Authority. Notices in this regard are also published in the newspapers and the details of unpaid/unclaimed dividends and the Members whose shares are liable to be transferred to IEPF Authority, are uploaded on the Company's website at https://www.sandurgroup. com/unpaid-unclaimed-dividend and https:// www.sandurgroup.com/downloads/Shareholder- Information/7-Unclaimed-Dividend/Shares due to be transferred to IEPF 2026.pdf respectively. Further, the Company had participated in the Saksham Niveshak Campaign organised by IEPF Authority to encourage the Members to update their details and claim unpaid/unclaimed dividends and shares before they are transferred to IEPF.

The unpaid/unclaimed final dividend declared for the financial year 2018-19, along with the underlying shares are due to be transferred to IEPF by 28 October 2026. The Members who have not encashed the dividend warrant(s) from financial year 2018-19 onwards, may forward their claims to the Company/Registrar and Transfer Agent (RTA) on or before 13 October 2026, to avoid any transfer of dividend or shares to IEPF Authority.

The information in respect of unpaid/unclaimed dividends and shares thereto along with due date for transfer to IEPF are given below:

The information in respect of shares lying in the Unclaimed Suspense Accounts of the Company as on 31 March 2026 along with due date for transfer to IEPF are given below:

The voting rights on the shares lying with IEPF shall remain frozen till the rightful owner claims the shares. The benefits arising out of the shares transferred to IEPF is credited to IEPF Authorities. The Members can claim the same from IEPF Authorities.

The Members whose unpaid/unclaimed dividends or shares are transferred to IEPF can request the Company/RTA as per the applicable provisions in the prescribed e-form IEPF-5 for claiming the unpaid/ unclaimed dividend or shares out of IEPF. The process for claiming the unpaid/unclaimed dividends or shares out of IEPF is also available on the Company's website at https://www.sandurgroup.com/others.

Neha Thomas - Company Secretary & Compliance Officer is the Nodal Officer under the provisions of IEPF Rules.

The National Company Law Tribunal, Bengaluru Bench vide its order dated 29 April 2026, approved the voluntary liquidation of Sandur Pellets Private Limited (SPPL), Wholly Owned Subsidiary of the Company as per the applicable provisions of the Insolvency and Bankruptcy Code, 2016 read with the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017, thereby dissolving SPPL.

The Company is holding 98.94% equity stake of Arjas Steel Private Limited (ASPL). ASPL has a wholly owned subsidiary named Arjas Modern Steel Private Limited (AMSPL) and there is an indirect holding in AMSPL by the Company, to such an extent. Accordingly, ASPL and AMSPL are the material subsidiaries of the Company as per Regulation 16(1)(c) of the Listing Regulations.

The Company has adopted a Policy for determining Material Subsidiary in line with the requirements of the Listing Regulations and the same can be accessed on the Company's website at https://www.sandurgroup. com/downloads/Corporate-Governance/Policies/9- Policy-for-determining-Material-Subsidiary.pdf.

The Company has an associate, ReNew Sandur Green Energy Private Limited (RSGEPL). During the year under review, the Company continues to hold 49% of equity share capital.

The Company does not have any joint venture.

The consolidated financial statements pursuant to Section 129(3) of the Act prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, forms part of this Report.

The disclosure pursuant to first proviso to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014 is annexed with this Report as ‘Annexure B'. Further, as per the provisions of Section 136 of the Act, the audited standalone and consolidated financial statements of the Company along with relevant documents and audited financial statement of the Company's subsidiary, are available on the Company's website at https://www.sandurgroup.com/ annual-reports and https://www.sandurgroup.com/ subsidiaries respectively.

There are no significant and material orders passed by the Regulators/Courts/Tribunals that would impact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT No material changes and commitment affecting the financial position of the Company occurred between the end of the financial year to which financial statement relate and the date of this Report.

During the year under review, all related party transactions entered into by the Company were on an arm's length basis. All related party transactions are placed before the Audit Committee of the Company for approval and placed before the Board for information/approval, as and when required. With a view to ensure continuity of day-to-day operations, an omnibus approval is obtained for related party transactions which are of repetitive nature, entered in the ordinary course of business and at arm's length basis. A statement giving details of all related party transactions entered pursuant to the omnibus approval so granted, is placed before the Audit Committee on a quarterly basis for its review.

Further, the Company has not entered into any contract/arrangement/transaction with related parties which are considered to be material as per Regulation 23 of the Listing Regulations and the Company's Policy on Related Party Transactions. In terms of Regulation 23(9) of the Listing Regulations, the Company submits the details of related party transactions as per the specified format to the Stock Exchanges, where the Company's shares are listed, on a half yearly basis.

During the year under review, the Company has not given any loans and advances in the nature of loans to its subsidiaries, associates or firms/companies in which Directors are interested.

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same can be accessed on the Company's website at https://sandurgroup.com/downloads/Corporate- Governance/Policies/11-Policy-on-Related-Party- Transactions-Revised.pdf.

In terms of clause (h) of Section 134(3) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of the contracts or arrangements entered into by the Company with its related parties as referred to in Section 188(1) of the Act in Form No.AOC-2 is annexed with this Report as ‘Annexure C'.

The particulars of investments made under Section 186 of the Act have been disclosed in the financial statement. The Company has not granted any loans or provided guarantees under Section 186 of the Act.

The Company does not have any deposits at the beginning of the financial year and has neither accepted nor renewed any deposits during the year under review. Thus, provisions of Section 73 of the Act are not applicable to the Company.

The Board of Directors of the Company consists of individuals with strong experience, integrity and leadership capabilities. The Directors bring valuable financial knowledge and strategic understanding to the Board.

As on 31 March 2026, the Board consists of seven members-one Managing Director, three Independent Directors (including one Woman Director) and three Non-Executive Non-Independent Directors, with Chairman of the Board being a Non-Executive Non Independent Director. Details of the Board composition are provided in the Corporate Governance Report, which forms part of this Report.

During the year under review, the following reappointments were made by the Company:

• At the 71^st AGM held on 17 September 2025, in terms of the provisions of Section 152(6) of the Act, T.R. Raghunandan (DIN: 03637265), Director of the Company, liable to retire by rotation and who being eligible, offered himself for reappointment, was re-appointed by the Members.

• The Board at its meeting held on 8 August 2025 approved the re-appointment of Bahirji Ajai Ghorpade (DIN: 08452844) as Managing Director of the Company for a further term of three years with effect from 1 October 2025 to 30 September 2028. Subsequently, the said appointment was approved by the Members of the Company at the 71^st AGM held on 17 September 2025.

During the period from 1 April 2026 till the date of this Report, subject to the approval of the Members, the following appointment/re-appointment is proposed to be made:

• In terms of the provisions of Section 152(6) of the Act, Mohammed Abdul Saleem (DIN: 00061497), Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible, offered himself for re-appointment.

• The Board at its meeting held on 9 July 2026, accorded its approval for appointment of T. R. Raghunandan (DIN: 03637265), as an Independent Director of the Company for a term of five consecutive years with effect from 9 July 2026 to 8 July 2031, subject to Members approval at the ensuing AGM. The Nomination and Remuneration Committee had reviewed domain skills, professional experience and industry exposure of T.R. Raghunandan, Independent Director and noted that he fulfils the skills/ expertise/competencies required in context of the Company's business. Thereafter, the Nomination and Remuneration Committee considering the excellent rating assigned to T.R. Raghunandan during performance evaluation for the year 2025-26, recommended his appointment as an Independent Director to the Board, as it will be advantageous and beneficial for the Company. Further, the Company has received a notice in writing from a Member proposing his candidature for the office of Director pursuant to Section 160 of the Act. The Board opined that he is a person of integrity and possess relevant expertise and experience (including proficiency) and he satisfies the independence criteria as laid down under the Act and the Listing Regulations.

• The Board at its meeting held on 9 July 2026, accorded its approval for appointment of Pankajam Sridevi (DiN: 06783360) as an Additional Director designated as an Independent Director of the Company for a term of five consecutive years with effect from 10 July 2026 to 9 July 2031, subject to Members approval at the ensuing AGM. The NRC had reviewed domain skills, professional experience and industry exposure of Pankajam Sridevi, Independent Director and noted that she fulfils the skills/expertise/competencies required in context of the Company's business. The NRC recommended her appointment as an Independent Director to the Board, as it will be advantageous and beneficial for the Company. Further, the Company has received a notice in writing from a Member proposing her candidature for the office of Director pursuant to Section 160 of the Act. The Board opined that she is a person of integrity and possess relevant expertise and experience (including proficiency) and she satisfies the independence criteria as laid down under the Act and the Listing Regulations.

The Board meets at regular intervals to discuss and decide on the Company's business policies and strategies apart from other regular and important business items. However, in case a special and urgent business requires approval of the Board, such approval is taken by passing resolution through circulation, as permitted by law, which is taken on record in the subsequent Board meeting.

During the financial year 2025-26, the Board met 5 times i.e., on 28 May 2025, 8 August 2025, 7 November 2025, 4 February 2026 and 31 March 2026. The details and particulars of Board meetings are given in the Corporate Governance Report forming part of this Report.

The Company has adopted Policy on Nomination and Remuneration of Directors, Key Managerial Personnel (KMPs) and other employees which inter- alia includes criteria for determining qualification, positive attributes, independence of a director and other matters provided under sub-section (3) of Section 178 of the Act and relevant provisions of the Listing Regulations. The Members may refer Corporate Governance Report for details regarding this Policy. The Policy is also available on the Company's website at https://www.sandurgroup.com/downloads/Corporate- Governance/Policies/5-Policy-on-Nomination-and- Remuneration-of-Directors-Key-Managerial-Personnel- KMPs-and-other-employees.pdf.

All the Independent Directors of the Company meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and declarations to this effect have been received from them. Further, in terms of Regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may reasonably be anticipated that could impair or impact their ability to discharge their duties. During the financial year 2025-26, there has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Independent Directors have also complied with the Code for Independent Directors prescribed in Schedule IV to the Act and Code of Conduct for Board Members and Senior Management formulated by the Company under Regulation 17(5) of the Listing Regulations. The Independent Directors of the Company have undertaken requisite steps towards inclusion of their names in the Databank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The Nomination and Remuneration Committee and the Board have laid down the manner in which formal evaluation of the performance of the Board, Committees, individual Directors and the Chairman has to be made annually.

During the evaluation process, it was ensured that all the provisions relating to Board evaluation of the Act and the Listing Regulations, are followed. The criteria for evaluation were based on the Guidance Note on Board Evaluation issued by Securities and Exchange Board of India (SEBI) and the guidelines issued by Institute of Company Secretaries of India (ICSI). The Board evaluation was done internally. All Directors responded through a structured questionnaire giving feedback about the performance of the Board, its Committees, individual Directors and the Chairman. The questionnaire for evaluation of Board was based on several parameters like structure of the Board, meetings of the Board, functions of the Board, relationship and communication between Board and management and professional development of Directors. Similarly, the evaluation criteria for the Committee, individual Directors, and the Chairman were set on different parameters.

In a separate meeting of the Independent Directors, the performance of the Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated. The outcomes of the evaluation process were discussed by the Board. The feedback received on the performance evaluation of individual Directors was intimated separately to each Director. Further details on the Board Evaluation are provided in the Corporate Governance Report forming part of this Report.

A separate meeting of Independent Directors for the financial year 2025-26 as per Clause VII(1) of Schedule IV under Section 149(8) of the Act and Regulation 25(3) of the Listing Regulations was held on 31 March 2026, wherein the Independent Directors reviewed the performance of Non-Independent Directors, Chairman of the Board and the Board as a whole.

Details of training and familiarisation programme are provided in the Corporate Governance Report forming part of this Report.

The Board has constituted five statutory Committees to assist the Board in effectively discharging its functions and responsibilities. These Committees support the Board's work in line with the applicable provisions of the Act and the Listing Regulations, namely:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

In addition to the above, the Board has constituted Corporate Sustainability Committee and Qualified Institutions Placement Committee as well. The details of the Committees including composition, terms of reference, meeting details etc., are provided in the Corporate Governance Report forming part of this Report.

The recommendations, if any, of these Committees are submitted to the Board for approval. During the year under review, the Board had accepted all the recommendations of the Committees.

As on 31 March 2026, the following were the Key Managerial Personnel of the Company as per Section 2(51) and 203 of the Act:

• Bahirji Ajai Ghorpade - Managing Director

• Uttam Kumar Bhageria - Chief Financial Officer

• Neha Thomas - Company Secretary & Compliance Officer

As on the date of this Report, there was a change in position of Chief Financial Officer wherein Manoj Kumar Jha was appointed as Chief Financial Officer of the Company with effect from 9 July 2026, in addition to his existing role as Chief Risk Officer. Consequently, Uttam Kumar Bhageria ceased to hold the position of Chief Financial Officer thereafter.

In accordance with the provisions of Section 134(3)(c) of the Act, the Directors confirm that:

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

(b) 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 March 2026 and of the profit and loss of the Company for the year ended 31 March 2026;

(c) 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;

(d) the Directors have prepared the annual accounts for the financial year ended 31 March 2026 on a 'going concern' basis;

(e) 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

(f) 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.

The Company believes in conducting its affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethics. The Company has established a vigil mechanism to address genuine concerns about unethical behaviour, actual or suspected fraud, leak of Unpublished Price Sensitive Information or violation of the Company's Code of Conduct and Ethics Policy, if any, expressed by the Director(s) or employees or any other person. In accordance with Section 177(9) of the Act read with Rule 7(2) of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company's Audit Committee oversees the vigil mechanism.

The Company has adopted a Whistle Blower Policy which provides for adequate safeguards against victimisation of Director(s) or employee(s) or any other person who avail such mechanism. No person has been denied access to the Chairman of the Audit Committee.

The Whistle Blower Policy is available on the Company's website at https://www.sandurgroup.com/downloads/ Corporate-Governance/Policies/13-Whistle-Blower- Policy.pdf.

The Auditors have not reported any frauds during the year under review.

The Company has a comprehensive system of internal controls and has established adequate policies and procedures to ensure the orderly and efficient conduct of its business. These controls include adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. The Company has a well-defined delegation of power with well-defined authority and responsibility matrix defining the financial limits for approving revenue as well as capital expenditure. Segregation of duties has been well defined to remove the concentration of power within few officials. The Company uses Enterprise Resource Programming (ERP) system to record data for accounting, consolidation and management information purposes and connects to different locations for efficient exchange of information. It has continued its efforts to align all its processes and controls with global best practices.

M/s. P. Chandrasekar LLP, Chartered Accountants, have been appointed to oversee and carry out internal audit of Company's activities for the financial year 2025-26. The audit is based on an internal audit plan, which is reviewed each year in consultation with the Statutory Auditor and approved by the Audit Committee. In line with international practice, the internal audit plan is focused towards review of internal controls and risk in operations. The Audit Committee review audit report submitted by the Internal Auditor. Suggestions for improvement are considered, and the Audit Committee follows up on them. During the year, such controls were assessed and no reportable material weaknesses in the design or operation were observed. Accordingly, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2025-26.

The Statutory Auditor's Report has stated that the Company has, in all material respects, an adequate internal financial controls with reference to standalone and consolidated financial statements and such internal financial controls with reference to standalone and consolidated financial statements were operating effectively as at 31 March 2026, based on the internal control with reference to standalone and consolidated financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

A copy of Annual Return, in Form MGT-7, pursuant to the provisions of Section 92(3) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 as amended from time to time is available on the website of the Company at https://www. sandurgroup.com/agm-postal-ballots.

M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No.008072S), were appointed as Statutory Auditor of the Company at the 68^th AGM held on 28 September 2022 in terms of the provisions of Section 139 of the Act, to hold office until the conclusion of 73^rd AGM.

The Auditor's Report on standalone and consolidated financial statements of the Company for the year ended 31 March 2026 is forming part of this Report.

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, the Board of Directors at its meeting held on 28 May 2025, based on the recommendation of the

Audit Committee, appointed N. D. Satish, Practicing Company Secretary (having ICSI Membership No.F10003 and Certificate of Practice No.124o0) as Secretarial Auditor of the Company for a term of five years, commencing from financial year 2025-26 till financial year 2029-30 and the same was approved by the Members at its 71^st AGM held on 17 September 2025. The Secretarial Audit Report is forming part of this Report as ‘Annexure D'.

In accordance with Regulation 24A of the Listing Regulations, the Company has obtained Secretarial Compliance Report for the financial year ended 31 March 2026 from the Secretarial Auditor of the Company and the same has been submitted to the Stock Exchanges namely BSE and NSE on 7 May 2026.

The Secretarial Audit of Arjas Steel Private Limited and Arjas Modern Steel Private Limited, material subsidiaries of the Company, for the year ended 31 March 2026, were conducted by Karthik S N & Kinjal Jain, Practising Company Secretaries (Firm Registration Number: P2022KR090900). The Secretarial Audit Reports of ASPL and AMSPL are forming part of this Report as ‘Annexure E' and ‘Annexure F' respectively.

In terms of Section 148(2) of the Act read with Rule 4 of the Companies (Cost Records and Audit) Rules, 2014, the Company is required to get its cost accounting records audited by a Cost Auditor. The Board of Directors at its meeting held on 8 August 2025, appointed M/s. K. S. Kamalakara & Co., as Cost Auditor for the financial year 2025-26 and remuneration payable to Cost Auditor was ratified by the Members at the 71^st AGM of the Company held on 17 September 2025.

The Board at its meeting held on 9 July 2026, after considering recommendations of the Audit Committee, reappointed M/s. K. S. Kamalakara & Co., as Cost Auditors for the financial year 2026-27. A resolution seeking approval of the Members for ratifying the remuneration payable to the Cost Auditor for financial year 2026-27 is provided in the Notice of the ensuing AGM.

The cost accounts and records as required to be maintained under section 148(1) of the Act are duly made and maintained by the Company.

In terms of Section 138 of the Act, the Board of Directors at its meeting held on 8 August 2025, based on the recommendation of the Audit Committee, appointed M/s. P. Chandrasekar LLP, as Internal Auditor to evaluate the internal controls and financial reporting for the financial year 2025-26.

The Board of Directors at its meeting held on 7 May 2026, based on the recommendation of the Audit Committee appointed M/s. Ernst & Young LLP as Internal Auditor of the Company, for the financial year 2026-27.

There are no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditor and Secretarial Auditor in their respective reports except an observation in the Secretarial Audit Report with respect to one day delay in submission of prior intimation of the Board meeting held on 7 November 2025 for consideration of quarterly financial results under Regulation 29(1) of the Listing Regulations. The Board acknowledged that the delayed intimation by one day was due to an intervening Stock Exchange holiday which was inadvertently failed to be accounted for while submission of prior intimation about the Board meeting.

Pursuant to the provisions of Section 118 of the Act, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs, in general.

The Corporate Governance Report forms part of this Report. A Certificate on Corporate Governance Report as required under Regulation 34(3) read with Schedule V of the Listing Regulations, issued by M/s. Deloitte Haskins & Sells, Chartered Accountants, is annexed to this Report as ‘Annexure G'.

The Management Discussion and Analysis Report as required under clause (e) of Regulation 34(2) read with Schedule V of the Listing Regulations, forms part of this Report.

In accordance with clause (f) of Regulation 34(2) of the Listing Regulations, Business Responsibility & Sustainability Report, forms part of this Report, which contains details on performance against the nine principles of the National Guidelines on Responsible Business Conduct which is divided into essential and leadership indicators.

The Board has constituted Risk Management Committee to proactively identify, assess and mitigate risks in order to protect its business, improve Corporate Governance and enhance stakeholders' value. The Risk Management Committee lays down procedures for risk assessment and minimization. It shall serve as the 'eyes and ears' for the Company which would ensure that the Company is insulated from risks both at the macro and micro level. The Risk Management Committee periodically reviews the various risks associated with the Company's business, industry, operation and recommends steps to be taken to control, monitor and mitigate the risk.

The Company believes that periodic review of various risks which has a bearing on the business and operations of the Company is vital to proactively manage uncertainty and changes in the internal and external environment so that it can limit the adverse impact and capitalize on opportunities. The Company has well defined roles and responsibilities of Board of Directors, Audit Committee, Risk Management Committee, Chief Risk Officer to have a seamless process in place regarding risk identification, assessment, mitigation and monitoring.

The Company's risk management is embedded in the business processes as a part of review of business and operations. The Risk Management Committee with the support of the management periodically assesses various risks associated with the business and operations of the Company and considers appropriate risk mitigation processes. However, there are certain risks which cannot be avoided but the impact can only be minimized.

The Company has in place an Enterprise Risk Management Policy to identify and evaluate various business risks and opportunities and the same is available on website of the Company at https:// www.sandurgroup.com/downloads/Corporate- Governance/Policies/risk-management-policy-.pdf.

During the year under review, there was a change in position of Chief Risk Officer of the Company, wherein Manoj Kumar Jha was appointed as Chief Risk Officer of the Company with effect from 14 January 2026.

The Management Discussion and Analysis Report forming part of this Report also contains information on risk and concerns relating to the industry.

The Company as a responsible corporate citizen has been, for more than seven decades, consciously contributing towards betterment of the local area and living standards of its people, and also protection and improvement of the environment. In accordance with Section 135 of the Act, the Company has undertaken CSR activities, projects and programmes, excluding activities undertaken in pursuance of its normal course of business.

The Company shall continue to be mindful of its social and moral responsibilities towards consumers, employees, members, and the local community. Reaching out to under privileged communities is a part of the Company's philosophy and culture. The Company works primarily through Karnataka Seva Sangha and Shivapur Shikshana Samiti (Implementing Agencies) towards supporting projects in the areas of education, healthcare and sanitation, community development including protection of national heritage, restoration of historical sites, and promotion of art and culture, enhancing vocational skills, promoting healthcare including preventive healthcare, and rural development, environmental sustainability and ecological balance, promotion of traditional arts and handicrafts.

The Corporate Social Responsibility Committee has been constituted by the Board for the purposes of recommending and monitoring the CSR initiatives of the Company. The details such as composition, terms of reference, meetings held etc., are mentioned in the Corporate Governance Report forming part of this Report.

As against the approved budget of CSR contribution of '841 lakh for financial year 2025-26, '842 lakh was spent. The Annual Report on CSR activities of the Company undertaken during the year 2025-26 is furnished in ‘Annexure H'.

The Company's Corporate Social Responsibility Policy can be accessed on Company's website at https://sandurgroup.com/downloads/Corporate- Governance/Policies/8-CSR-Policy.pdf. The Members may refer to the Annual Report on CSR for details regarding the Policy.

Particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as prescribed in Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are set out in ‘Annexure I' to this Report.

In terms of the first proviso to Section 136 of the Act, the Reports and Accounts are being sent to the Members excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said statement is also open for inspection. Any Member interested in obtaining a copy of the same may write to the Company Secretary of the Company.

The statement containing information as required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in ‘Annexure J' and forms part of this Report.

The gender wise composition of the Company's employees and workers for the year ended 31 March 2026 are as follows:

During the year under review, the Managing Director/Whole Time Director has not received any remuneration from the ultimate holding Company or subsidiary companies.

During the FY 2025-26, there has not been any change in the credit ratings of the Company. The credit rating of A+ (Stable) assigned by ICRA Limited for the NCDs of the Company, has been withdrawn on 9 April 2026 due to early full redemption and subsequent delisting of NCDs. Further, CRISIL has revised the credit rating from A+ (Stable) to A+ (Positive) on the long term bank facilities of the Company on 2 June 2026.

As on the date of this Report, the credit ratings of the Company are as follows:

The Company remains committed to ensuring a safe and respectful workplace environment. In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013, the Company has constituted an Internal Complaints Committee for the prevention and redressal of complaints related to sexual harassment at workplace. The details relating to complaints are as follows:

The Company has complied with the provisions of the Maternity Benefit Act, 1961 for the financial year ended 31 March 2026. Refer Business Responsibility & Sustainability Report for more details.

The transactions with the person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the Company have been disclosed in the accompanying financial statements.

No disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

b) the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

Subsequent to the year end, the Hon'ble High Court of Karnataka vide its Order dated 30 April 2026, dismissed the writ petition filed by the Company regarding extension of Forest Clearances beyond December 2026 and to be made co-terminus with the period of Mining Leases i.e., 31 December 2033. As on date of this Report, the Company is in the process of taking appropriate steps to resolve the issue of providing land for compensatory afforestation and the compensatory afforestation charges of '13,905 lakh demanded by the Deputy Conservator of Forests, Government of Karnataka.

The Directors wish to thank members of judiciary, its associates and legal fraternity for their strong commitment to justice, fairness and equity. The Directors also extend their gratitude to the Union and the State Governments for their support as well as confidence and recognitions bestowed on the Company.

The Directors wish to place on record their appreciation of all its employees for their commendable teamwork, professionalism and dedication in achieving new heights by setting new records of production and sales. The Directors also wish to thank all the government agencies, promoters, business associates, banks and investors for their continued support and trust.