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SRU Steels Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

Our Directors have pleasure in presenting the Thirtieth (30^th) Annual Report on the business and operations of your Company together with the audited accounts for the financial year ended March 31, 2025.

1. Financial Summary/ Performance of the Company:

(Rs. In Lakhs)
PARTICULARS	For the financial year ended March 31,2025	For the financial year ended March 31,2024
Revenue from Operation	2534.37	1831.65
Other Income	26.42	0.00
Total Revenue	2560.79	1831.65
Purchase of stock-in-trade	3183.37	211.10
Change in inventories of Finished Goods, Work-in-Process and Stock-in-Trade	(702.57)	1474.21
Employees benefits expenses	15.73	38.77
Finance Cost	0.03	0.09
Depreciation	5.70	8.06
Other Expenses	104.44	55.70
Total Expenses	2606.70	1787.93
Profit before exceptional and extraordinary items and tax	(45.90)	43.72
Exceptional Item	Nil	Nil
Profit before Tax	(45.90)	43.72
Less: Current Tax Deferred Tax	(0.02)	11.98 (0.61)
Profit For the Year	(45.88)	32.35
Other Comprehensive Income	(123.57)	0.00
Total Comprehensive Income for the year	(169.45)	32.35
Earning Per Share(EPS)
Basic	-0.08	0.27
Diluted	-0.08	0.27

2. Dividend

Your directors have considered it financially prudent in the long-term interest of the Company to reinvest the profits in the business of the Company to build a strong reserve base and grow the business of the Company. No final dividend has therefore been recommended for the year ended March 31, 2025

3. Transfer to Reserves

During the year under the review your company has declared dividend from the general reserves of the Company Your Company has transferred a loss of Rs. 45.88 lakhs to the Reserves. The total Reserves and Surplus as at March 31, 2025 was (Rs. 52.11 lakhs).

4. Transfer of Unclaimed Dividend and Unclaimed Shares:

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (including amendments and modifications, thereof), no unpaid/unclaimed dividends were transferred during the year under review to the Investor Education and Protection Fund.

5. Operations Review and the state of affairs of the Company

During the year under the review your Company focuses on achieving milestone in the same area. This would strengthen the generation and sustainability of revenue in the years to come. Your Company achieved total revenue of Rs 2560.69/- Lakhs in 2024-25 as against Rs. 1,831.65/- Lakhs in 2023-24 and incurred a loss of Rs. 45.88/- Lakhs in 2024-25 as against Profit of Rs. 32.35/- Lakhs in 2023-24.

6. Nature of Business

There is change in the nature of business of the company during the year. The Board has to consider from time to time proposals for diversification into areas which would be profitable for the Company as a part of diversification plans. For this purpose, the object clause of the Company of the company was amended with the approval of the members through passing of Special Resolution as on February 13, 2025. This will enable the Company to enlarge the area of operations and carry on its business economically and efficiently and the proposed activities can be, under the existing circumstances, conveniently and advantageously combined with the present activities of the Company. Your Company operated in four segments i.e. in the business of Construction Machinery, Footwear, Steel and Agri-Commodity .

7. Share Capital/ Capital Structure and Listing of Share

The issued, subscribed, paid up equity capital as on March 31, 2025 was Rs. 59,93,92,500¹/-. The Authorized Capital of Company is Rs. 62,50,00,000²/-.

2. Dividend

3. Transfer to Reserves

4. Transfer of Unclaimed Dividend and Unclaimed Shares:

5. Operations Review and the state of affairs of the Company

6. Nature of Business

7. Share Capital/ Capital Structure and Listing of Share

The issued, subscribed, paid up equity capital as on March 31, 2025 was Rs. 59,93,92,500³/-. The Authorized Capital of Company is Rs. 62,50,00,000⁴/-.

Issue, the Rights Issue Committee and Board of Directors of the Company has, at its meeting held on today, i.e., Monday September 30, 2024, approved the allotment of 4,79,51,400 Rights Equity Shares of face value of ?10/- each at a price of ?10/- per Rights Equity Share

** On April 18, 2024, the Shareholders approved the Increase in the authorize share capital of the Company from Rs. 12,50,00,000/- (Rupees Twelve Crore Fifty Lakhs Only) divided into 1,25,00,000 (One Crore Twenty Five lakh) equity shares of face value of Rs. 10/- (Ten Rupees) each to Rs.62,50,00,000/- (Sixty-Two Crore Fifty Lakh Rupees) divided into 6,25,00,000 (Six Crore Twenty Five Lakh Rupees) equity shares of face value of Rs. 10/- (Ten Rupees) each.

The Companyâs equity shares are listed with BSE Limited. The annual listing fee for the financial year 2024-25 is paid to the Stock Exchange.

8. Material changes and commitments affecting the financial position of the Company

Material Changes and Commitments Affecting Financial Position of the Company:

Subsequent to the end of the financial year i.e. 31^st March 2025 and up to the date of this Report, the following material changes and commitments have occurred which have an impact on the financial position of the Company:

I. The Company received approval from Bombay Stock Exchange Limited vide letter dated May 08, 2025 for reclassification of the following Promoters from âPromoterâ category to the âPublicâ category shareholder of the Company.

Name of Promoter/Promoter Group	No of Shares Held	% of shareholding in the Company
Anant Overseas Private Limited	0	0
Ujala Stainless Private Limited	0	0

9. Subsidiaries, Associate Companies and Joint Venture

The Company is not required to consolidate its financial statement for the year ended 31^stMarch, 2025 as the Company does not have any subsidiaries, joint venture, or associate Companies.

10. Indian Accounting Standards (Ind As):-

The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazette dated February 16, 2015, notified the Indian Accounting Standard (Ind As) and Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. The Company has adopted Indian Accounting Standards (âInd ASâ) from April 01, 2017 (transition date to Ind AS is April 01, 2016) and the financial Statements have been prepared in accordance with recognition and measurement principal of Indian Accounting Standards (âInd ASâ) as prescribed under the Companies (Indian Accounting Standards) Rules, 2015, as specified in section 133 of the Companies Act, 2013.

The Annual Accounts for the year ended 31^st March, 2025 have also been prepared in accordance with Indian Accounting Standard (Ind AS).

11. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The Company being engaged in the business of Trading of Stainless Steel, Footwear, Construction Machinery and Agri- Commodity and does not have any energy utilization or technology absorption. The Company during the year under review does not have any inflow or outflow in foreign exchange.

The Information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is enclosed as âAnnexure-Iâ and forms part to this report.

12. Board Meetings

During the year under review, the Board met Twenty One (21) times.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Board Meeting dates are finalized in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions.

13. Committee Meetingsa. AUDIT COMMITTEE

The composition of the Audit Committee and terms of reference are in compliance with the provisions of Section 177 of the Act. All members of the Committee are financially literate and have accounting or related financial management expertise.

The Audit Committee consists of the following members as on March 31, 2025:

i. Dharmik Atulbhai Rojasara

ii. Kairavi Lalitbhai Vadodariya

iii. Himanshu Rajeshkumar Vyas

During the year under review, the Audit Committee met 10 (Ten) times.

b. Nomination and Remuneration Committee

The composition of the Nomination and Remuneration Committee and terms of reference are in compliance with the provisions of Section 178 of the Act.

The Nomination and Remuneration Committee consists of the following members as on March 31, 2025:

i. Dharmik Atulbhai Rojasara

ii. Kairavi Lalitbhai Vadodariya

iii. Himanshu Rajeshkumar Vyas

During the year under review, the Nomination and Remuneration Committee met 13 (Thirteen) times.

c. Stakeholders Relationship Committee

The composition of the Stakeholders Relationship Committee and terms of reference are in compliance with the provisions of Section 178 of the Act.

The Stakeholders Relationship Committee consists of the following members as on March 31, 2025:

i. Dharmik Atulbhai Rojasara

ii. Kairavi Lalitbhai Vadodariya

iii. Meet Harshadbhai Govani

During the year under review, the Stakeholders Relationship Committee met 5 (Five) times.

14. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft copy of Annual Return as on March 31, 2025 is available on the Companyâs website at www.srusteels.com.

15. Directors & Key Managerial Personnel

The Company has a professional Board with Executive Directors & Non-Executive Directors who bring the right mix of knowledge, skills, and expertise and help the Company in implementing the best Corporate Governance practices.

a) Retirement by Rotation

Pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, One- third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mr. Manish Manojbhai Rathod (DIN:11021716), Director, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, he has offered himself for re-appointment. Necessary resolution for his re-appointment are included in the Notice of AGM for seeking approval of members. The Board of Directors has recommended his re-appointment.

The details as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding re-appointment of Mr. Manish Manojbhai Rathod, his brief resume, the nature of expertise in specific functional areas, names of Companies in which he hold Directorships, committee Memberships/ Chairmanships, his shareholding in the Company etc., are furnished in the annexure to the notice of the ensuing AGM.

b) Appointment1. Mr. Meet Harshadbhai Govani

â¢ Mr. Meet Harshadbhai Govani (DIN 10823080) The Board of Directors of Company based on the recommendation of the Nomination and Remuneration Committee has appointed Mr. Meet Harshadbhai Govani (DIN 10823080) as an Additional Non- Executive Non Independent Director of the Company with effect from 04th November 2024 subject to Shareholdersâ Approval.

â¢ The Board of Directors of Company approved the change in the designation of Mr. Meet Harshadbhai Govani (DIN 10823080) from an Additional Non- Executive Non Independent Director to Managing Director -Executive Director of the Company with effect from 27th December, 2024 subject to Shareholdersâ Approval.

â¢ The above mentioned appointment has been approved by the shareholders by passing Ordinary Resolution through Postal Ballot as on 13th February, 2025.

â¢ The Board of Directors of Company approved the appointment of Mr. Meet Harshadbhai Govani as a Chief Financial officer of the Company with effect from 31st December, 2024.

2. Mr. Ravi Maheshkumar Sinojiya

The Board of Directors of Company based on the recommendation of the Nomination and Remuneration Committee has appointed Mr. Ravi Maheshkumar Sinojiya (DIN 10859068) as an Additional Non- Executive Non Independent Director of the Company with effect from 10th December 2024 subject to Shareholdersâ Approval.

The above mentioned appointment has been approved by the shareholders by passing Special Resolution through Postal Ballot as on 13th February, 2025.

3. Ms. Kairavi Lalitbhai Vadodariya

The Board of Directors of Company based on the recommendation of the Nomination and Remuneration Committee has appointed Ms. Kairavi Lalitbhai Vadodariya (DIN 10849564) as an Additional Non- Executive Independent Director of the Company with effect from 18th December 2024 subject to Shareholdersâ Approval.

The above mentioned appointment has been approved by the shareholders by passing Special Resolution through Postal Ballot as on 13th February, 2025.

4. Mr. Dharmik Atulbhai Rojasara

The Board of Directors of Company based on the recommendation of the Nomination and Remuneration Committee has appointed Mr. Dharmik Atulbhai Rojasara (DIN 10846907) as an Additional Non- Executive Independent Director of the Company with effect from 18th December 2024 subject to Shareholdersâ Approval.

The above mentioned appointment has been approved by the shareholders by passing Special Resolution through Postal Ballot as on 13 th February, 2025.

5. Mr. Himanshu Rajeshkumar Vyas (DIN 10867339)

The Board of Directors of Company based on the recommendation of the Nomination and Remuneration Committee has appointed Mr. Himanshu Rajeshkumar Vyas (DIN 10867339) as an Additional Non- Executive Independent Director of the Company with effect from 18^th

December 2024 subject to Shareholdersâ Approval.

The above mentioned appointment has been approved by the shareholders by passing Special Resolution through Postal Ballot as on 13th February, 2025.

6. Mr. Manish Manojbhai Rathod

The Board of Directors of Company based on the recommendation of the Nomination and Remuneration Committee has appointed Mr. Manish Manojbhai Rathod (DIN 11021716) as an Additional Non- Executive Non-Independent Director of the Company with effect from 31st March 2025 subject to Shareholdersâ Approval.

7. Mr. Vijay Sureshbhai Makvana

The Board of Directors of Company based on the recommendation of the Nomination and Remuneration Committee has appointed Mr. Vijay Sureshbhai Makvana (DIN 11021700) as an Additional Executive Director of the Company with effect from 31st March 2025 subject to Shareholdersâ Approval.

c) Cessation1) Mrs. Sitaben S Patel

Board received the resignation of Mrs. Sitaben S Patel on 16th October 2024 and board considered and accepted the Resignation of Mrs. Sitaben S Patel from the post of Non Executive Independent Director of the company with effect from 16th October 2024.

2) Mr. Surendra Deepchand Sharma

Board received the resignation of Mr. Surendra Deepchand Sharma on 17^th October 2024 and board considered and accepted the Resignation of Mr. Surendra Deepchand Sharma from the post of Non- Executive Independent Director of the company with effect from 17^thOctober 2024.

3) Mr. Mayank Bhandari

Board received the resignation of Mr. Mayank Bhandari on 02^nd December, 2024 and board considered and accepted the Resignation of Mr. Mayank Bhandari from the post of Executive and Managing Director of the company with effect from 03^rd December 2024.

4) Mr. Vishal Mehra

Board received the resignation of Mr. Vishal Mehra on 18th December 2024 and board considered and accepted the Resignation of Mr. Vishal Mehra from the post of NonExecutive Independent Director of the company with effect from 18th December 2024.

5) Mr. Rajeev Mehra

Board received the resignation of Mr. Rajeev Mehra on 18th December 2024 and board considered and accepted the Resignation of Mr. Rajeev Mehra from the post of NonExecutive Independent Director of the company with effect from 18th December 2024.

6) Mrs. Minaxi Manoj Pareek

Board received the resignation of Mrs. Minaxi Manoj Pareek on 31st December 2024 and board considered and accepted the Resignation of Mrs. Minaxi Manoj Pareek from the post of Non-Executive Non Independent Director of the company with effect from 31st December 2024.

(7) Mr. Ankit Neema

Board received the resignation of Mr. Ankit Neema on 31st December 2024 and board considered and accepted the Resignation of Mr. Anikt Neema from the post of Chief Financial Officer of the company with effect from 31st December 2024.

Woman Director

In terms of Section 149 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company has appointed Kairavi Lalitbhai Vadodariya, who is serving on the Board of the Company, since the year 2024.

16. Declaration from Independent Directors on Annual Basis

The Independent Directors have submitted their declaration of independence, stating that:

a) They continue to fulfill the criteria of independence provided in Section 149 (6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) ; and

b) There has been no change in the circumstances affecting his/ their status as Independent Directors of the Company.

The Independent Directors have also confirmed that they have complied with the Companyâs Code of Conduct. In terms of Section 150 of the Act and Rules framed thereunder, the Independent Directors have also confirmed their registration (including renewal of applicable tenure) and compliance of the online proficiency self- assessment test with the Indian Institute of Corporate Affairs (IICA).

The Board opined and confirm, in terms of Rule 8 of the Companies (Accounts) Rules, 2014 that the Independent Directors are persons of high repute, integrity and possess the relevant expertise and experience in their respective fields.

Policy on Directorsâ appointment and Policy on Remuneration

Pursuant to the provisions of Section 134 (3) (e) and Section 178 of the Companies Act, 2013 and in terms of Regulation 19(4) of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board has formulated a policy on Nomination and Remuneration for its Directors, Key Managerial Personnel and senior management.

The salient features of the Policy are:

â¢ It provides the diversity on the Board of the Company and

â¢ It provides the mechanism for performance evaluation of the Directors

â¢ It lays down the parameters based on which payment of remuneration (including sitting fees and remuneration) should be made to Independent Directors and Non-Executive Directors.

â¢ It lays down the parameters based on which remuneration (including fixed salary, benefits and perquisites, bonus/ performance linked incentive, commission, retirement benefits) should be given to Whole-time Directors, KMPs and rest of the employees.

â¢ It lays down the parameters for remuneration payable to Director for services rendered in other capacity.

17. Annual Return

In compliance with the provisions of Section 92 of the Companies Act, 2013, the Annual Return of the Company for the financial year ended March 31, 2025 has been uploaded on the website of the Company.

18. Directors Performance Evaluation Report

In terms of Companies Act, 2013 and SEBI Listing Regulations, there is requirement of formal evaluation by the Board of its own performance and that of its committees and individual directors.

The Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements.

The Board of Directors have carried out the annual evaluation of its own performance, the Individual Directors including the Chairman as well as the evaluation of the working of its Committees. The evaluation of Board as a whole and Non-Independent Directors including Chairman was done by the Independent Directors in their meeting held on 31^st March, 2025.The details of evaluation process of the Board, its Committees and individual directors, including independent directors have been provided under the Corporate Governance Report which forms part of this Report.

19. Directorâs Responsibility Statement

Pursuant to Section 134(3) (c) and Section 134(5) of the Companies act, 2013, the Board of Directors of the Company hereby confirms and accepts the responsibility for the following in respect of the Audited Annual Accounts for the financial year ended March 31, 2025:

a) That in the preparation of the annual accounts for the financial year ending 31^st March, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) That the directors had selected the accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the annual accounts/financial statements have been prepared on a going concern basis;

e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. Auditorsi. Statutory Auditor and their Report

Pursuant to the provisions of Section 139 of the Act, and rules made thereunder, M/s. M S C S & Co., Chartered Accountants, Ahmedabad (Firm Registration No. 132319W) were appointed as the Statutory Auditors of the Company for a period of five consecutive years, to hold the office from the conclusion of 29^th Annual General Meeting up to the Conclusion of 34^thAnnual General Meeting held in the year 2029 at a remuneration as may be fixed by the Board of Directors or Audit Committee in consultation with the Auditors thereof.

M/s. M S C S & Co., Chartered Accountants resigned from the position of Statutory Auditors of the Company as on February 13, 2025.

M/s. TCS & Co., were appointed as the Statutory Auditors of the Company to fill in the casual vacancy in the office of Statutory Auditor and to hold office till the conclusion of the ensuing Annual General Meeting.

Pursuant to Section 139 and 141 of the Act and relevant Rules prescribed there under, the Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Audit report on the financial statement of the Company for the FY 2024-25 forms part of the Annual Report. There are no qualifications, reservations or adverse remarks or disclaimer made by M/s. TCS & Co., Chartered Accountants, in their report for the financial year ended 31^st March, 2025.

Pursuant to Section 134 (3) (ca) during the year under review, the Statutory Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee or the Board or Central Government under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this report.

ii. Cost Auditors and Maintenance of Cost Records

In pursuant to Section 148(1) of the Companies Act, 2013 and rules and regulation made there under read with the Companies (Accounts Rules) Amendment Rules, 2018, Cost audit is not applicable to the Company and therefore maintenance of cost records as specified under section 148(1) of the Act, is not required.

iii. Secretarial Auditors and Secretarial Audit Report

In terms of Section 204(1) of Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Vishakha Agrawal & Associates, Practising Company Secretaries, Indore as the Secretarial auditor of the Company for the financial year ending 31^st March, 2025.

The Secretarial Audit Report submitted by CS Vishakha Agarwal of M/s. Vishakha Agarwal & Associates, Company Secretaries in prescribed format in MR-3 to the shareholders of the Company is annexed to this Report as âAnnexure-IIIâ.

The Secretarial Auditor in his Report has mentioned that During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. except that

(A) BSE imposed fine of Rs. 55,000/- plus GST, i.e., Rs. 64,900/- for Late submission of financial results, i.e., after the prescribed period under Regulation 33 of SEBI (LODR) Regulations, 2015 for the quarter ended December 2024.

Management Response - the Statutory auditor resigned w.e.f. 13.02.2025 and also declined to give the report for the quarter, in spite of continuous follow-ups and visits, therefore, the company has to take report from the new Statutory Auditor which caused in delay of filing of financial results. Further, the Company has paid the fine in full.

21. Particulars of loans, guarantees or investments made under Section 186 of the Companies Act, 2013

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the Note No. 6 to the financial statements.

22. Unsecured Loan from Directors:

During the year under review, the Company has not borrowed an unsecured loan from any of the Directors of the Company.

23. Shifting of Registered Office of the Company

On September 25, 2024, the Company has shifted its registered office from 107/22, Gali No. 3, East Azad Nagar, Shahdara, Delhi - 110051 to 11/598/1, Chawla Market, Patpar Ganj Road, Jheel Khuranja, Delhi- 110031 with in the same city.

On December 27, 2025, the Company has in its Board meeting approved shifting its registered office from one state to another state i.e. 11/598/1, Chawla Market, Patpar Ganj Road, Jheel Khuranja, Delhi - 110031 to Naayan Nagar Shoes, Vill. Navagam (Anandpur), Tal. Rajkot subject to the approval of shareholders of the Company and the same was approved by the Shareholders of the Company. However, the Approval from Regional Director is still pending.

24. Particulars of contract or arrangements with related parties referred to in Section 188(1)

With reference to Section 134 (3)(h) of the Act, all the contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were approved by the Audit Committee and wherever required, also by the Board of Directors.

All related party transactions that were entered into during the financial year were on armâs length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the SEBI Listing Regulations.

The disclosure of material related party transactions as required under Section 134(3)(h) of the Act in Form No. AOC-2 is annexed to this Report as âAnnexure-IIâ.

All related party transactions are approved/ reviewed by the Audit Committee on quarterly basis, with all the necessary details and are presented to the Board and taken on record.

All the related party transactions under Ind AS-24 have been disclosed at Note No. 36 to the standalone financial statements forming part of this Annual Report.

A confirmation as to compliance of Related Party Transactions as per Listing Regulations is also sent to the Stock Exchanges along with the quarterly compliance report on Corporate Governance. Disclosure of related party transactions on a consolidated basis is also sent to the Stock Exchanges after publication of standalone financial results for the half year.

25. Internal Audit

At the beginning of each financial year, an audit plan is rolled out with approval of the Companyâs Audit Committee. The plan is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations. Based on the reports of internal audit, process owners undertake corrective action in their respective areas. Significant audit observations and corrective actions are periodically presented to the Audit Committee of the Board.

26. Internal Financial Control

According to Section 134(5)(e) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014, the term Internal Financial Control(IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct ofits business, including adherence to Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company believes that a strong internal control framework is very much essential and is part of good corporate governance practices. Your Company has in placewell defined and adequate internal financial control framework commensurate with the size and complexity ofits business to ensure proper recording of financial &operational information, compliance of various internal control and other regulatory/statutory compliances. All internal Audit findings and control systems are periodically reviewed by the Audit Committee of the Board of Directors, which provides strategic guidance on internal control.

27. Risk Management Policy

Pursuant to the provisions of Section 134 (3) (n) of the Companies Act, 2013, the Company has put in place comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically. In order to effectively and efficiently manage risk and address challenges, the Company has formulated Risk Management Policy.

The risk management approach is based on the clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation reserves. The objective of any risk identification and assessment process is to evaluate the combination of like hood and level of negative impacts from an event. The three main components of risk assessment are business risk, service/ operational risk and external risk. The Company manages the risk in line with current risk management best practices. This facilitates the achievement of our objectives, operational effectiveness and efficiency, protection of people and assets, informed decision-making and compliance with applicable law and regulations.

Committees of Board(i) Corporate Social Responsibility (CSR)

In pursuant to Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, Every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more Directors, out of which at least one director shall be an independent director.

During the year under review none of the condition as prescribed under Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are applicable to the company; hence the provision is not applicable.

(ii) Audit Committee

Audit Committee of the Company meets the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The details of the composition of the Audit Committee as required under the provisions of Section 177(8) of the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this annual report.

The terms of reference of Audit Committee are confined to Companies Act 2013 & Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 read with Part-C of Schedule II.

During the year under review, the Board has accepted all the recommendations of the Audit Committee. The details of meetings with attendance thereof and terms of reference of Audit Committee have been provided in the Corporate Governance Report which forms part of this report.

(iii) Nomination and Remuneration Committee

The Company has formed the Nomination and Remuneration Committee in accordance with the provisions of the Section 178 Companies Act 2013 and Regulation 19 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015. The details about the composition of the said committee of the Board of Directors along with attendance thereof have been provided in the Corporate Governance Report forming part of this report.

(iv) Stakeholder Relationship Committee

The Company has also formed Stakeholderâs Relationship Committee in compliance to the Companies Act, 2013 & Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details about the composition of the said committee of the Board of Directors along with attendance thereof have been provided in the Corporate Governance Report forming part of this report.

28. Disclosure on Pubic Deposit

During the year under review, the Company has neither accepted nor renewed any deposits in terms of Chapter V of the Companies Act, 2013 and Rules framed thereunder.

29. Managing the Risks of Fraud, Corruption and Unethical Business PracticesDisclosure on Vigil Mechanism / Whistle Blower Policy

The Company has established a Vigil Mechanism/Whistle blower Policyas a part of its vigil mechanism. The purpose of this Policy is to enable any person including the directors, employees, other stakeholders, etc. to raise concerns regarding unacceptable and improper practices and/or any unethical practices in the organization without the knowledge of the management.

All employees shall be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud or violation of any law, rule or regulation, potential or actual violation, leakage of unpublished price sensitive information without fear of reprisal.

The Company believes in the conduct of its affairs and its constituents by adopting the highest standards of professionalism, honesty, integrity, and ethical behavior, in line with the Code of Conduct (âCodeâ). All the stakeholders are encouraged to raise their concerns or make disclosures on being aware of any potential or actual violation of the Code, policies or the law. Periodic awareness sessions are also conducted for the same.The Board has formulated policy on Vigil Mechanism/ Whistle blower Policy.

30. Significant and material orders passed by the regulators or courts or tribunals impacting the going concerns status and company''s operations in future

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and Company''s operations in future.

31. Corporate Governance

Good Corporate practice is a norm at SRU Steels Limited. The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). Besides complying with the legal framework of Corporate Governance Practices. As per the requirement of Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 executed with the Stock Exchange(s), Your Company has complied with the Corporate Governance norms as stipulated under the Listing Regulations. A detailed report on Corporate Governance forms part of this Annual Report.

32. Management Discussion & Analysis Report

As per requirements of Listing Regulations, a detailed review of the developments in the industry, performance of the Company, opportunities and risks, internal control systems, outlook etc. of the Company is given under the head Management Discussion and Analysis Report, which forms part of this Annual Report.

33. Sexual Harassment of Woman at work place

The Company has zero tolerance for sexual harassment at workplace and had in place policy on Prevention, Prohibition and Redressal of Sexual Harassment for women at workplace in accordance with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (âPOSH Actâ) and Rules made thereunder.

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013(POSH Act) and Rules made thereunder, the Company has constituted Internal Committees (IC). Our POSH Policy is now inclusive and gender neutral, detailing the governance mechanisms for prevention of sexual harassment issues relating to employees across genders including employees who identify themselves with LGBTQI community. During the year, company has not received any sexual harassment complaints.

To build awareness in this area, the Company has been conducting induction/refresher programmes in the organisation on a continuous basis. During the year, your Company organised offline training sessions on the topics of Gender Sensitisation and Code Policies including POSH for all office and factory-based employees.

During the year under review, no complaint pertaining to sexual harassment at work place has been received by the Company.

34. Independent Directorâs familiarisation Programme

The Company has formulated a programme for familiarization of Independent Director with regard to roles, rights, responsibilities, nature of the industry in which the Company operates, the business model of the Company etc. The details of the Familiarization Programmes as conducted by the Company are available on the website of the Company at www.srusteels.com. However, during the year under review, there was no change in the nature of business of the company and its business vertical/structure/operational strategy, etc., which would have necessitated fresh Familiarization Programme for Independent Directors.

35. Secretarial Standards

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ, respectively, have been duly followed by the Company.

36. Investor Services

To improve investor services, your Company has taken the following initiatives:-

â¢ An Investor Relation Section on the website of the Company (www.srusteels.com) has been created to help investors to know the policies and rights of investors.

â¢ There is a dedicated e-mail id [email protected] for sending communications to the Company Secretary. Members may lodge their requests, complaints and suggestions on this e-mail as well.

37. Listing

The Companyâs equity shares are listed on BSE Limited (âBSEâ) having nation-wide trading terminals. Annual listing fee for the Financial Year 2025-26 have been paid to BSE.

38. General

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

a) Details relating to deposits covered under Chapter V of the Act.

b) Issue of equity shares with differential rights as to dividend, voting or otherwise.

c) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

d) Any remuneration or commission received by Managing Director of the Company, from any of its subsidiary.

e) During the period No fraud has been reported by the Auditors to the Audit Committee or the Board.

f) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

g) There was no instance of onetime settlement with any Bank or Financial Institution.

39. Compliance with the Maternity Benefit Act, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

40. Details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016 during the year along with their status as at the end of the financial year:

During the year under review and till date of this Report, the Company has neither made any application against anyone nor any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016.

41. Details of difference between the 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:

The Company has neither availed any loan from banks or financial institution and hence there is no application being ever made for One Time Settlement (OTS) with any banks or financial institution.

42. Appreciation

Your Company has been able to perform efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and areas as well as the efficient utilization of the Company''s resources for sustainable and profitable growth.

The Directors hereby wish to place on record their appreciation of the efficient and loyal services rendered by each and every employee, without whose whole-hearted efforts, the overall satisfactory performance would not have been possible.

The Directors appreciate and value the contribution made by every member of the SRU STEELS family.

During the year under review, The company in terms of the Letter of Offer dated August 27,

2024 and in accordance with the Basis of Allotment finalized in consultation with BSE Limited(BSE) (Designated Stock Exchange), Bombay Stock Exchanges and the Registrar to the

During the year under review, The company in terms of the Letter of Offer dated August 27,

2024 and in accordance with the Basis of Allotment finalized in consultation with BSE Limited(BSE) (Designated Stock Exchange), Bombay Stock Exchanges and the Registrar to the

Mar 31, 2024

Yours Directorshave pleasure in presenting the Twenty-Ninth (29^th) Annual Report on the business and operations of your Company together with the audited accounts for the financial year ended March 31, 2024.

1. Financial Summary/ Performance of the Company:

(Amount in Rs. â000â)

PARTICULARS	For the financial	For the financial
	year ended March	year ended March
	31, 2024	31, 2023
Revenue from Operation	1,76,122	1,57,865
Other Income	7,043	9,299
Total Revenue	1,83,165	1,67,164
Total expenditure before finance cost, depreciation	1,77,978	1,53,579
Profit before Finance Cost and Depreciation	3,557	13,585
Finance Cost	9	3,149
Depreciation	806	987
Profit before Exceptional Item & Tax	4,372	9,447
Exceptional Item	Nil	Nil
Profit before Tax	4,372	9447
Less: Current Tax	1,198	2,512
Earlier period Tax Expense	-	-
Deferred Tax	(61)	(49)
Profit For the Year	3,235	6,989
Other Comprehensive Income	Nil	Nil
Total Comprehensive Income for the year	3,235	6,989
Earning Per Share(EPS)
Basic	0.27	0.87
Diluted	0.27	0.87

2. Dividend

Your Directors have considered it financially prudent in the long-term interest of the Company to reinvest the profits in the business of the Company to build a strong reserve base and grow

the business of the Company. No final dividend has therefore been recommended for the year ended March 31, 2024

3. Transfer to Reserves

During the year under the review your company has declared dividend from the general reserves of the Company Your Company has transferred a sum of Rs.3,235to the General Reserves. The total Reserves and Surplus as at March 31, 2024was Rs.16,274.

4. Operations Review and the state of affairs of the Company

During the year under the review your Company focuses on achieving milestone in the same area. This would strengthen the generation and sustainability of revenue in the years to come. Your Company achieved total revenue of Rs 1,83,165/- in 2023-24 as against Rs 1,57,865/- in 2022-23 and earned a profit of Rs.3,235/-in 2023-24 as against Rs. 6,989/- in 2022-23 registering a growth of 100% as compared to the previous year profit.

5. Nature of Business

Your Company continues to operate only in one segment i.e. in the business of all kinds of varieties of steels, stainless steels, mild steels, carbon iron steel and acting as

consignment agent and there is no change in the nature of business of the company.

6. Share Capital/ Capital Structure and Listing of Share

The Authorised Share capital of the Company as at 31^st March, 2024 was Rs. 62,50,00,000divided into 6,25,00,000 equity shares of Rs. 10/- each.

The Paid upShare Capital of your Company as on 31^st March, 2024 was Rs. 79,919,000 divided into 7,991,900 equity shares of Rs. 10/- each. During the year under review, your Company has not issued any shares.

The Companyâs equity shares are listed with BSE Limited. The annual listing fee for the financial year 2023-24 is required to be paid to the Stock Exchange.

7. Material changes and commitments affecting the financial position of the Company

There has been no material Change and Commitment affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

8. Subsidiaries, Associate Companies and Joint Venture

The Company is not required to consolidate its financial statement for the year ended 31^stMarch, 2024 as the Company does not have any subsidiaries, joint venture, or associate Companies.

9. Indian Accounting Standards (Ind As):-

under the Companies (Indian Accounting Standards) Rules, 2015, as specified in section 133 of the Companies Act, 2013.

The Annual Accounts for the year ended 31^st March, 2024 have also been prepared in accordance with Indian Accounting Standard (Ind AS).

10. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The Company being engaged in the business of Trading of Stainless Steel and does not have any energy utilization or technology absorption. The Company during the year under review does not have any inflow or outflow in foreign exchange.

11. Board and Committee Meetings

During the financial year 2023-24, Six (6) number of Board Meetingsand 4 (Four)number of Audit Committee Meetingswere held. For the details thereof kindly refer to the Corporate Governance Report.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

12. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft copy of Annual Return as on March 31, 2024 is available on the Companyâs website at atwww.srusteels.in.

13. Directors & Key Managerial Personnel

a) Retirement by Rotation

Pursuant to the provisionsof Section 152 and other applicable provisions of the Companies Act, 2013, One- third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at everyAGM. Consequently, Mr. Apoorv Agarwal. (DIN:02763242), Director, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, he has offered himself for re-appointment. Necessary resolution for her re-appointment are included in the Notice of AGM for seeking approval of members. The Board of Directors has recommended his re-appointment.

The details as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding re-appointment of Mr. Apoorv Agarwal, his brief resume, the nature of expertise in specific functional areas, names of Companies in

which he hold Directorships, committee Memberships/ Chairmanships, his shareholding in the Company etc., are furnished in the annexure to the notice of the ensuing AGM.

b) Appointment

1. Ms. Aayushi Chandel

Ms. Aayushi Chandel has been appointed by the Board of Directors of the Company as Company Secretary and Compliance Officer of the Company with effect from 14th March, 2024 on the recommendation of the Nomination and Remuneration Committee of the Company, pursuant to the provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and pursuant to the provision of Section 2 (18) read with Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration) Rules, 2014

2. Mr. Rajeev Mehra

Pursuant to the provisions of Sections 149, 150,152, 161, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (âthe Actâ) read with Companies (Appointment and Qualification of Directors) Rules, 2014 and applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as âListing Regulationsâ) (including any statutory modification(s) or reenactments) thereof for the time being in force), the Article of Association of the Company, on the approval and recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company approved the appointment of Rajeev Mehra (DIN: 08430959) as Non-Executive Independent Director of the Company, who has submitted a declaration confirming the criteria of Independence under Section 149 (6) of the Act and the Rules made thereunder and Regulation 16(1)(b) of the Listing Regulations, as amended from time to time and who is eligible for appointment, for a period of five consecutive years starting from 02nd September, 2023 to 01st September, 2028 and that he shall not be liable to retire by rotation.

The above mentioned appointment has been approved by the shareholders by passing resolution in 28th Annual General Meeting on 30th September, 2023.

3. Mr. Vishal Mehra

Pursuant to the provisions of Sections 149, 150,152, 161, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (âthe Actâ) read with Companies (Appointment and Qualification of Directors) Rules, 2014 and applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as âListing Regulationsâ) (including any statutory modification(s) or reenactments) thereof for the time being in force), the Article of Association of the Company, thereof for the time being in force), the Article of Association of the Company, on the approval and recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company has approved the appointment of Mr. Vishal Mehra (DIN:09717741) as Non-Executive Independent Director of the Company, who has submitted a declaration confirming the criteria of Independence under Section 149 (6) of the Act and the Rules made thereunder and Regulation 16(1)(b) of the Listing Regulations, as amended from time to time and who is eligible for appointment, for a period of five consecutive years starting from 02nd September, 2023 to 01st September, 2028 and that he shall not be liable to retire by rotation

The above mentioned appointment has been approved by the shareholders by passing resolution on 28th Annual General Meeting on 30th September, 2023.

4. Mrs. Sitaben Patel

Pursuant to the provisions of Sections 149, 150,152, 161, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (âthe Actâ) read with Companies (Appointment and Qualification of Directors) Rules, 2014 and applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as âListing Regulationsâ) (including any statutory modification(s) or reenactments) thereof for the time being in force), the Article of Association of the Company, thereof for the time being in force), the Article of Association of the Company, on the approval and recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company has approved the appointment of Mrs. Sitaben Patel (DIN: 02470150) as Non-Executive Independent Director of the Company, who has submitted a declaration confirming the criteria of Independence under Section 149 (6) of the Act and the Rules made thereunder and Regulation 16(1)(b) of the Listing Regulations, as amended from time to time and who is eligible for appointment, for a period of five consecutive years starting from 02nd September, 2023 to 01st September, 2028and that he shall not be liable to retire by rotation

The above mentioned appointment has been approved by the shareholders by passing resolution on 28th Annual General Meeting on 30th September, 2023.

5. Appointment of Mr. Mayank Bhandari

pursuant to the provisions of Sections 196, 197,198, 203 of the Companies Act, 2013 (âthe Actâ) and the rules made thereunder read with Part II of Schedule V of the Act (including any amendments thereto or re-enactment thereof for the time being in force) ,Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) and upon the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors and subject to any required regulatory approvals and applicable conditions thereof, approval of the members be and is hereby accorded to the appointment of Mr. Mayank Bhandari(DIN:06478224) as Managing Director of the Company for a period of three (3) years from 16th December, 2023 to 15th December, 2026 2026 at a remuneration of Rs. 6,00,000/- per annum and on the terms & conditions as set outin the explanatory statement and Annexure I annexed to the notice and shall be deemed to be the part hereof and the remuneration in the event of inadequacy or absence of profits in any financial year during his said tenure, within the overall limits of section 196,197 read with Part II of Schedule V of the Act shall be continued to be paid subject to such other approvals as may be necessary and his period of office shall be liable to be retire by rotation

6. Mr. Ankit Neema

Mr. Ankit Neema has been appointed as the Chief Financial Officer of the Company

with effect from 16" December, 2023 on the recommended of Nomination andRemuneration Committee of the Company.

7. Mrs. Minaxi Manoj Pareek

Mrs. Minaxi Manoj Pareek has been appointed as an âNon-Executive Directorâ on the Board of Directors of the Company with effect from 16^thDecember, 2023.

1) Ms. Shallu Garg

During the year under review, Ms. Shallu Garg, has resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f February 10, 2024 and the Board places on record its appreciation for invaluable contribution and guidance during his tenure as Company Secretary and Compliance Officer of the Company.

2) Mr. Rajiv Ramchandra Mittal

During the year under review, Mr. Rajiv Ramchandra Mittal, Non- Executive Independent Director has resigned from his post of the Company as Indepedndent Director and as the Member of Audit Committee, Nomination and remuneration Committee and Stakeholder relationship Committee w.e.f 07^th October, 2023 and the Board places on record its appreciation for invaluable contribution and guidance during his tenure as Independent Director of the Company

3) Mr. Ashok Kumar Mahawar

During the year under review, Mr Ashok Kumar Mahawar, Non- Executive Independent Director has resigned from his post of the Company as Indepedndent Director and as the Member of Audit Committee, Nomination and remuneration Committee and Stakeholder relationship Committee w.e.f 07th October, 2023 and the Board places on record its appreciation for invaluable contribution and guidance during his tenure as Independent Director of the Company.

4) Mr. Anand Kumar Agarwal

During the year under review, Mr Anand Kumar Agarwal, Non- Executive Independent Director has resigned from his post of the Company as Indepedndent Director and as the Member of Audit Committee, Nomination and remuneration Committee and Stakeholder relationship Committee w.e.f 16^th December, 2023 and the Board places on record its appreciation for invaluable contribution and guidance during his tenure as Independent Director of the Company.

5) Mr. Apoorv Agarwal

During the year under review, Mr Apoorv Agarwal, Non- Executive Independent Director has resigned from his post of the Company as Independent Director and as the Member of Audit Committee, Nomination and remuneration Committee and Stakeholder relationship Committee w.e.f 16^th December, 2023 and the Board places on record its appreciation for invaluable contribution and guidance during his tenure as Independent Director of the Company.

6) Mr. Hitesh Laxmikant Somani

Mr. Hitesh Laxmikant Somani Chief Financial Officer of the Company has tendered his resignation with effect from closure of business hours of 16^thDecember, 2023 due to his medical issues.

(7) Mr. Naresh Kumar Garg

Mr. Naresh Kumar Garg (DIN: 00986846) has tendered his resignation as the Chairman and Non-Executive Director of the Company, with effect from the closure of business hours on 16th December, 2023, citing due to personal & reasons and with a wish to reduce hiscommitments.

(8) Ms. Richa Singla

Ms. Richa Singla (DIN: 00082722) has tendered her resignation as the Non-ExecutiveDirector of the Company, with effect from the closure of business hours on 16^thDecember,2023, citing due to her personal reasons.

Woman Director

In terms of Section 149 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company has appointed Mrs. Sitaben Patel (DIN: 02470150) who is serving on the Board of the Company, since the year 2023.

14. Declaration from Independent Directors on Annual Basis

The company has received necessary declarations from all the Independent Directors of the company under Section 149(7) of the Act confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In terms of Regulation 25(8) of the SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directorsâ Databank maintained with the Indian Institute o f Corporate Affairs (âIICAâ) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended. They are exempt from the requirement to undertake the online proficiency self-assessment test conducted by IICA.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committees of the Board.

The Board of Director are of the opinion that the independent director is a person of integrity and possesses relevant expertise and experience and his continued association as Director will be of immense benefit and in the best interest of the Company and 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 Act and applicable rules thereunder) of all Independent Directors on the Board.

15. Policy on Directorsâ appointment and Policy on Remuneration

Pursuant to the provisions of Section 134 (3) (e) and Section 178 of the Companies Act, 2013 and in terms of Regulation 19(4) of the SEBI (Listing Obligation and Disclosure

Requirement) Regulations, 2015, the Board has formulated a policy on Nomination and Remuneration for its Directors, Key Managerial Personnel and senior management.

The salient features of the Policy are:

â¢ It provides the diversity on the Board of the Company and

â¢ It provides the mechanism for performance evaluation of the Directors

â¢ It lays down the parameters based on which payment of remuneration (including sitting fees and remuneration) should be made to Independent Directors andNon-Executive Directors.

â¢ It lays down the parameters for remuneration payable toDirector for services rendered in other capacity.

It is hereby affirmed that the Remuneration paid is as per the Remuneration Policy of the Company. During the year under review, there were no substantive changesin the Policy except to align the Policy with amendments madeto applicable laws. The Policy is available on the website of the Company at http://www.srusteels.in/pdfs/investor-policies/NRP.pdf

16. Particulars of remuneration of Directors/ KMP/ Employees

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rules 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as âAnnexure-IIâ, forming part of this report.

Further in pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel), Amendment Rules, 2016, a statement showing the names and other particulars of the top ten employees and the employees drawing remuneration in excess of the limits set out in the said rules is enclosed as âAnnexure-IIIâ and forms part of this Report.

17. Directors Performance Evaluation Report

In terms of Companies Act, 2013 and SEBI Listing Regulations, there is requirement of formal evaluation by the Board of its own performance and that of its committees and individual directors.

The Board, in consultation with its Nominationand Remuneration Committee, has formulated a frameworkcontaining, inter-alia, the criteria for performance evaluation ofthe entire Board of the Company, its Committees and individualdirectors, including Independent Directors. The framework ismonitored, reviewed and updated by the Board, in consultationwith the Nomination and Remuneration Committee, based onneed and new compliance requirements.

The Board of Directors have carried out the annual evaluation of its own performance, the Individual Directors including the Chairman as well as the evaluation of the working of its Committees. The evaluation of Board as a whole and Non-Independent Directors including Chairman was done by the Independent Directors intheir meeting held on 14^th March, 2024.The details of evaluation process of the Board,its Committees and individual directors,

including independent directors have been provided under the Corporate Governance Report which forms part of this Report.

18. Directorâs Responsibility Statement

a) That in the preparation of the annual accounts for the financial year ending 31^st March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

d) That the annual accounts/financial statements have been prepared on a going concern basis;

e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19. Auditors

i. Statutory Auditor and their Report

Pursuant to the provisions of Section 139 of the Act, and rules made thereunder, M/s. Milind Shah & Co., Chartered Accountants, Ahmedabad (Firm Registration No. 132319W) were appointed as the Statutory Auditors of the Company for a period of five consecutive years, to hold the office from the conclusion of 29^th Annual General Meeting up to the Conclusion of 34^th Annual General Meeting held in the year 2029 at a remuneration as may be fixed by the Board of Directors or Audit Committee in consultation with the Auditors thereof.

M/s. Agarwal Mahesh Kumar & Co, Chartered Accountants completed their term of 5 years on the conclusion of 29^th Annual General Meeting

Pursuant to Section 139 and 141 of the Act and relevant Rules prescribed there under, the Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Audit report on the financial statement of the Company for the FY 2023-24 forms part of the Annual Report. There are no qualifications, reservations or adverse remarks or disclaimer made by M/s. Agarwal Mahesh Kumar & Co, Chartered Accountants, in their report for the financial year ended 31^st March, 2024.

Pursuant to Section 134 (3) (ca) during the year under review, the Statutory Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the

Audit Committee or the Board or Central Government under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this report.

ii. Cost Auditors

In pursuant to Section 148(1) of the Companies Act, 2013 and rules and regulation made there under read with the Companies (Accounts Rules) Amendment Rules, 2018, Cost auditis not applicable to the Company and therefore maintenance of cost records as specifiedunder section 148(1) of the Act, is not required.

iii. Secretarial Auditors and Secretarial Audit Report

In terms of Section 204(1) of Companies Act, 2013, readwith Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, the Company hasappointed M/s CS Vishakha Agarwal of M/s. Vishakha Agarwal & Associates, Company Secretaries, Delhi as the secretarial auditor of the Company for the financial year ending 31 ^st March, 2024.

20. Particulars of loans, guarantees or investments made under Section 186 of the Companies Act, 2013

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the Note No. 5 to the financial statements.

21. Shifting of Registered Office of the Company

During the year under review, the Company has shifted its registered office from A-48, 1st Floor, Wazirpur Industrial Area, North West Delhi, Delhi, 110052 to 107/22, Gali No-3, East Azad Nagar, Delhi, 110051 with in same City/ Town/ Village.

22. Particulars of contract or arrangements with relatedparties referred to in Section 188(1)

With reference to Section 134 (3)(h) of the Act, all the contractsand arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were approved by the Audit Committee and wherever required, also by the Board of Directors.

The disclosure of material related party transactions as required under Section 134(3)(h) ofthe Act in Form No. AOC-2 is annexed tothis Report as âAnnexure-Vâ.

All related party transactions are approved/ reviewed by the Audit Committee on quarterly basis, with all the necessary details and are presented to the Board and taken on record. The Board has formulated policy on Related Party Transactions and it may be accessed at the website of the companyhttp://www.srusteels.in/pdfs/investor-policies/Policv-on-Related-Party-Transactions-2024.pdf

All the related party transactions under Ind AS-24 have been disclosed at Note No. 35 to the standalone financial statements forming part of this Annual Report.

23. Internal Financial Control

According to Section 134(5)(e) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014, the term Internal Financial Control(IFC) means the policies and procedures adopted by theCompany for ensuring the orderly and efficient conduct ofits business, including adherence to Companyâs policies,the safeguarding of its assets, the prevention and detectionof frauds and errors, the accuracy and completeness ofthe accounting records, and the timely preparation ofreliable financial information.

The Company believes that a strong internal controlframework is very much essential and is part of goodcorporate governance practices. Your Company has in placewell defined and adequate internal financial control framework commensurate with the size and complexity ofits business to ensure proper recording of financial &operational information, compliance of various internalcontrol and other regulatory/statutory compliances. Allinternal Audit findings and control systems are periodicallyreviewed by the Audit Committee of the Board of Directors,which provides strategic guidance on internal control.

24. Risk Management Policy

Pursuant to the provisions of Section 134 (3) (n) of the Companies Act, 2013, the Company has put in place comprehensive risk assessment andminimization procedures, which are reviewed by the Boardperiodically. In order to effectively and efficiently manage risk and address challenges, the Company has formulated Risk Management Policy.

25. Committees of Board

(i) Corporate Social Responsibility (CSR)

crore or more during the immediately preceding financial year shall constitute a Corporate Social Responsibility Committee ofthe Board consisting of three or more Directors, out of which at least one director shall be an independent director.

(ii) Audit Committee

(iii) Nomination and Remuneration Committee

(iv) Stakeholder Relationship Committee

26. Disclosure on Pubic Deposit

During the year under review, the Company has neither accepted nor renewed any deposits in terms of Chapter V of the Companies Act, 2013 and Rules framed thereunder.

27. Managing the Risks of Fraud, Corruption and Unethical Business Practices Disclosure on Vigil Mechanism / Whistle Blower Policy

The Company has established a Vigil Mechanism/Whistle blower Policyas a part ofits vigil mechanism. The purpose of this Policy is to enable any person including the directors, employees, other stakeholders, etc. to raise concerns regarding unacceptable and improper

practices and/or any unethical practices in the organization without the knowledge of the management.

The Board has formulated policy on Vigil Mechanism/ Whistle blower Policy and the same may be accessed at the website of the Company i.e. http://srusteels.in/pdfs/investor-policies/Policy%20on%20Vm%20&%20While%20Blowing.pdf

28. Significant and material orders passed by the regulators or courts or tribunals impacting the going concerns status and company''s operations in future

The Company has not received any significant or materialorders passed by any regulatory authority, court or tribunalwhich shall impact the going concern status and Company''s operations in future.

29. Corporate Governance

Good Corporate practice is a norm at SRU Steels Limited. The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). Besidescomplying with the legal framework of Corporate Governance Practices. As per the requirement of Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 executed with the Stock Exchange(s), Your Company has complied with the Corporate Governance norms as stipulated under the Listing Regulations. A detailed report on Corporate Governance forms part of this Annual Report.

30. Management Discussion & Analysis Report

31. Sexual Harassment of Woman at work place

The Company has zero tolerance for sexual harassment at workplace and had in place policy on Prevention, Prohibition and Redressal of Sexual Harassment for women at workplace in accordance with the requirements of Sexual Harassment of Women at Workplace(Prevention, Prohibition & Redressal) Act, 2013 (âPOSH Actâ) and Rules made thereunder.

detailing the governance mechanisms for prevention of sexual harassment issues relating to employees across genders including employeeswho identify themselves with LGBTQI community.During the year, company has not received any sexual harassment complaints.

32. Independent Directorâs familiarisation Programme

The Company has formulated a programme for familiarization of Independent Director with regard to roles, rights, responsibilities, nature of the industry in which the Company operates, the business model of the Company etc. The details of the FamiliarizationProgrammes as conducted by the Company are available on the website of the Company at www.srusteels.in.However, during the year under review, there was no change in the nature of business of the company and its business vertical/structure/operational strategy, etc., which would have necessitated fresh Familiarization Programme for Independent Directors.

The details of familiarisation program may be accessed on the Companyâs website

http://srusteels.in/pdfs/investor-policies/Familirisation %20 Programme % 20for %20Indepdent%20Directors.pdf.

33. Secretarial Standards

The applicable Secretarial Standards, i.e. SS-1 and SS-2,relating to âMeetings of the Board of Directorsâ and âGeneralMeetingsâ, respectively, have been duly followed by theCompany.

34. Investor Services

To improve investor services, your Company has taken the following initiatives:-

â¢ An Investor Relation Section on the website of the Company (www.srusteels.in) has been created to helpinvestors to know the policies and rights of investors.

â¢ There is a dedicated e-mail id [email protected] for sending communications to the Company Secretary. Members may lodge their requests, complaints and suggestions on this e-mail as well.

35. Listing

The Companyâs equity shares are listed on BSE Limited (âBSEâ) having nation-wide trading terminals. Annual listing fee for the Financial Year 2024-25 have been paid to BSE.

36. General