As on: Oct 15, 2025 12:32 AM
To,
The Members,
Our Directors have pleasure in presenting the Thirtieth (30th) 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:
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. 59,93,92,500*/-. The Authorized Capital of Company is Rs. 62,50,00,000**/-.
*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
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 Rs.10/- each at a price of Rs.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 Company's 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. 31st 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 “Promoter” category to the “Public” category shareholder of the Company.
9. Subsidiaries, Associate Companies and Joint Venture
The Company is not required to consolidate its financial statement for the year ended 31st March, 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 (“Ind AS”) 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 (“Ind AS”) 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 31st 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 “Annexure-I” 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.
Following is the attendance of each of the Directors at the Board Meetings held during the period under review:
13. Committee Meetings
a. 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.
Following is the detail of the attendance of each of the members of the Audit Committee at its Meeting held during the year under review:
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:
During the year under review, the Nomination and Remuneration Committee met 13 (Thirteen) times.
Following is the detail of the attendance of each of the members of the Nomination and Remuneration Committee at its Meeting held during the year under review:
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:
iii. Meet Harshadbhai Govani
During the year under review, the Stakeholders Relationship Committee met 5 (Five) times.
Following is the detail of the attendance of each of the members of the Stakeholders Relationship Committee at its Meeting held during the year under review:
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 Company's 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) Appointment
1. Mr. Meet Harshadbhai Govani
• 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 Shareholders' Approval.
• 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 Shareholders' Approval.
• The above mentioned appointment has been approved by the shareholders by passing Ordinary Resolution through Postal Ballot as on 13th February, 2025.
• 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 Shareholders' 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 Shareholders' Approval.
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 Shareholders' 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 18th
December 2024 subject to Shareholders' Approval.
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 Shareholders' 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 Shareholders' Approval.
c) Cessation
1) 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 17th 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 17th October 2024.
3) Mr. Mayank Bhandari
Board received the resignation of Mr. Mayank Bhandari on 02nd 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 03rd 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 Company's 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 Directors' 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:
• It provides the diversity on the Board of the Company and
• It provides the mechanism for performance evaluation of the Directors
• 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.
• 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.
• It lays down the parameters for remuneration payable to Director 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 changes in the Policy except to align the Policy with amendments made to applicable laws.
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 31st 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. Director's 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 31st 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. Auditors
i. 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 29th Annual General Meeting up to the Conclusion of 34th 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. 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 31st 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 31st 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 “Annexure-III”.
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 arm's 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 “Annexure-II”.
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 Company's 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 Company's 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 Stakeholder's 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 Practices
Disclosure 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 (‘Code'). 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 (‘POSH Act') 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 Director's 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 ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, have been duly followed by the Company.
36. Investor Services
To improve investor services, your Company has taken the following initiatives:-
• 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. •
• There is a dedicated e-mail id srusteels95@gmail.com for sending communications to the Company Secretary. Members may lodge their requests, complaints and suggestions on this e-mail as well.
37. Listing
The Company's equity shares are listed on BSE Limited (“BSE”) 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.