P S Raj Steels Ltd Directors Report

To
The Members,
P S Raj Steels Limited
(Formerly Known as P S Raj Steels Private Limited)

Your Directors have pleasure in presenting the 22nd Annual Report on the business and operations of the Company together with the Audited financial statements and notes thereto for the Financial Year ended 31st March, 2026.

A summary of the Companys performance for the financial year ended 31st March, 2026 is as follows:

Particular	2025-2026 (in Lakhs)	2024-2025 (In Lakhs)
Revenue from Operation	26599.44	26288.95
Sales and Other Income	26607.14	26295.87
Operating Profit (PBIDT)	1315.99	1232.32
Interest Cost	32.43	139.49
Profit before Depreciation (PBIDT)	1283.56	1092.83
Depreciation	153.59	96.41
Profit before tax	1129.97	996.42
Provision for Taxation	271.85	255.47
Profit after Tax	858.12	740.95

1) BUSINESS OVERVIEW:

During FY 25-26, the company maintained revenue momentum while delivering significant improvement in profitability. Profit before Tax increased by approximately 13.4% and Profit after Tax increased by approximately 15.8%. The company also achieved a substantial reduction in finance cost and generated positive cash flow from operating activities of Rs. 7.52 crore compared with negative operating cash flow in the previous year.

2) CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of the business of the Company during the year under review.

3) DIVIDEND:

With a view to conserve resources, your directors have thought it would be prudent to retain the earnings and not to recommend any dividend for the financial year 2025-2026.

4) UNPAID DIVIDEND AND IEPF:

The Company has not transferred any amount to the Investor Education & Protection Fund (IEPF) and no amount is lying in Unpaid Dividend A/c of the Company.

5) DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposit covered under Chapter V of the Act or the details of deposits which are not in compliance with Chapter V of the Act is not applicable. Hence no such disclosure is required. However the Particulars of transactions not considered as Deposit under Rule 2(1)(c) of the Companies (Acceptance of Deposit) Rules, 2014 for the Financial Year 2025-2026 in e form DPT-3 has been filed by the Company on MCA e filing portal.

6) TRANSFER TO RESERVES:

An amount of Rs. 858.12 lakhs has been transferred to reserves during the year under review.

7) LOANS FROM DIRECTORS OR DIRECTORS RELATIVES:

During the financial year 2025-2026, the Company has not borrowed any money from Directors or Directors Relative.

8) PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

The details of transactions/contracts/arrangements referred to in Section 188(1) of Companies act 2013 entered by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review were in ordinary course of business and on an arms length basis, the same are mentioned under Note No. 6 of (Notes on Financial Statements) of the Annual Audited Financial Statements. All transactions with related parties are placed before the Audit Committee for approval and the same has been ratified, approved by the Audit Committee, Board Members and Shareholder at their 21st AGM held on 30th September, 2025.

The details in respect of the same has been disclosed in "Annexure - I" to this Report in form AOC-2.

9) SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the financial year under review, your Company did not have any, joint venture and/or associate company. Hence the requirement of Disclosure of such Entities in AOC-1 is not applicable on the Company during the period under review.

10) WEBLINK FOR ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013, the weblink for perusal of annual return of the Company is https://pssrgroup.com/annual-return. The draft Annual Return for the FY 2025-2026 has been uploaded on https://pssrgroup.com/annual-return under 2025-2026.

Further Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March, 2026 made under the provisions of Section 92(3) of the Act need not be part of the Annual Report as per the amendment in Rule 12 of Companies (Management and Administration) Rules, 2014 effective from March 31, 2022.

11) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The information on Loans, Guarantees and Investments covered under the provisions of Section 186/185 of the Companies Act, 2013 is not applicable as no such Loans, Guarantees have been given or Investments have been made by the Company during the period under review.

12) CAPITAL STRUCTURE:

A. AUTHORISED SHARE CAPITAL AS ON 31ST MARCH, 2026: The authorized share capital of the company is Rs.8.00/- crore (comprising of 80,00,000 Equity Share of Rs. 10 Each) during the financial year 2025-26.

B. AUTHORISED SHARE CAPITAL AS ON DATE OF BOARD REPORT POST SPLITTING: The authorized share capital of the company as on date is Rs. 8.00/- crore (comprising of 4,00,000 Equity Share of Rs. 2 Each) post-split.

C. ISSUED & PAID-UP SHARE CAPITAL AS ON 31ST MARCH, 2026: The issued and paid-up share capital of the Company was Rs. 7,53,83,140 /- (comprising of 75,38,314 Equity Shares of 10 Each) during the Financial Year 2025-2026.

D. ISSUED & PAID-UP SHARE CAPITAL AS ON DATE OF BOARD REPORT POST SPLITTING: Subsequent to the close of financial year, the Company undertook a sub-division (stock split) of its equity shares in compliance with Section 61 of the Companies Act, 2013, and applicable SEBI (LODR) Regulations, 2015. Pursuant to the sub-division, the face value of the equity shares was 10/- per equity share to 2/- per equity share, resulting in corresponding increase in the number of equity shares, without any change in the paid-up share capital of the Company.

The principal objective behind the sub-division of shares was to enhance the liquidity and marketability of the Companys equity shares and facilitating wider participation by investors.

E. BUY BACK OF SHARES:

During the period under review your Company has not offered/completed any buy back of its securities.

F. SWEAT EQUITY:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

G. EMPLOYEES STOCK OPTION PLAN:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

H. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

I. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

J. DEPOSITORY SYSTEM:

As members are aware, the companys shares are compulsorily tradable in the electronic form. As on March 31, 2026, 100% of the Companys total paid-up capital representing 75,38,314 shares were in dematerialized form. The ISIN of the Equity Shares of your Company is INE0XUS01012 (as on 31st March, 2026) and INE0XUS01020 is the new ISIN of the company post-split as on the date of board report.

13) UTILIZATION OF FUNDS RAISED THROUGH SME INITIAL PUBLIC OFFER (IPO):

During the financial year 2025-26, the Company successfully fully utilized the proceeds raised through its SME Initial Public Offer (IPO), amounting to 2,828.00 Lakhs, in complete alignment with the objects stated in the Prospectus dated February 15, 2025.

As reported by Mr. Vinod Kumar (Chief Financial Officer) and recommended by the Audit Committee, a Statement of Deviation / Variation under Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, along with the Statutory Auditors Certificate, was tabled and submitted for the half-year ended September 30, 2025, on November 12, 2025.

There were no deviations or variations in the utilization of the IPO proceeds from the object clauses specified in the Prospectus.

BOARD & KMP

14) BOARD & KMP:

A. Composition of Directors & KMP:

As of March 31, 2026, the Board of Directors and Key Managerial Personnel (KMP) of P S Raj Steels Limited comprised Eight (8) members, structured in compliance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Directors & KMP as on 31st March, 2026:

S. No. Name of Director	Designation	Date of Appointment at Current Designation	Shareholding	% of Shareholding	Cessation
1. Deepak Kumar (DIN: 00677030)	Managing Director	19/04/2024	550017	7.30%	-
2. Gaurav Gupta (DIN: 00593822)	Whole-time director	19/04/2024	597294	7.92%	-
3. Nikita Gupta (DIN: 10645088)	Non-Executive Director	19/04/2024	222129	2.95%	-
4. Alok Kumar Jain (DIN: 05282469)	Independent Director	07/09/2024	0	0%	-
5. Raj Kumar Dewan (DIN: 02663208)	Independent Director	07/09/2024	0	0%	-
6. Dinesh Vinayak (DIN: 10765895)	Independent Director	07/09/2024	0	0%	-
7. Vinod Kumar	Chief Financial Officer (CFO)	30/08/2024	0	0%	-
8. Suman	Company Secretary & Compliance Officer	30/08/2024	0	0%	-

B. Significant Change occurred during the period under review: No Significant Change occurred in the Board of Directors during the period.

C. Key Changes in Board & KMP Post Financial Year End (From April 1, 2026 to Date of Report)

Changes in Key Managerial Personnel and Independent Directors

During the period subsequent to the close of the financial year ended March 31, 2026, the following changes took place in the Key Managerial Personnel and Independent Directors of the Company:

1. Change in Key Managerial Personnel

Ms. Suman, Company Secretary & Compliance Officer of the Company, resigned from her position with effect from July 15, 2026.

Pursuant to Regulation 6 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Section 203 and other applicable provisions of the Companies Act, 2013 and the rules made there under, the Board appointed Mr. Manish (M. No. A80588) as the Company Secretary & Compliance Officer of the Company with effect from July 16, 2026. However, Mr. Manish subsequently resigned from the position of Company Secretary & Compliance Officer with effect from July 25, 2026, due to personal reasons.

2. Resignation of Independent Director

Mr. Dinesh Vinayak (DIN: 10765895) resigned from the position of Independent Director of the Company with effect from August 28, 2026.

Mr. Dinesh Vinayak has confirmed that there are no other material reasons for his resignation other than those stated in his resignation letter, in accordance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Consequently upon his resignation, he ceased to be a member/chairman of the respective Board Committees.

Note: Pursuant to the resignation of Mr. Dinesh Vinayak, the Board reconstituted the Nomination and Remuneration Committee (NRC), and Stakeholders Relationship Committee (SRC) on 5th September, 2026 to ensure continuous compliance with Sections 177 & 178 of the Companies Act, 2013 and Regulations 18, 19, & 20 of SEBI (LODR) Regulations, 2015.

D. Directors Retire by Rotation:

Mr. Gaurav Gupta (DIN: 00593822), Whole-Time Director of the company is liable to retire by the rotation at the 22nd Annual General Meeting of the company pursuant to section 152 of the companies Act, 2013, read with Companies (Appointment and Qualification of Directors) Rule, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and being eligible, for re-appointment.

E. Independent Directors:

The Independent Directors of the Company are appointed for a fixed term of 5 Years in compliance with the provisions of the Companies Act, 2013 and are not liable to retire by rotation. Each Independent Director has provided a formal declaration affirming compliance with the independence criteria as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015. Additionally, in line with Regulation 25 of the Listing Regulations, all Independent Directors have confirmed that no circumstances exist or are reasonably expected to arise that could compromise their ability to exercise independent judgment or discharge their duties in an objective, unbiased and effective manner. The Company has 3 Director on Board as an Independent Director as on 31st March, 2026.

Note:

Mr. Raj Kumar Dewan, Non-Executive Independent Director, will attain the age of 75 years on 29 October 2026. His continuation as an Independent Director until the completion of his current tenure ending on 4th September, 2029 is subject to members approval by way of a Special Resolution, which is being placed before the members at the ensuing Annual General Meeting. Mr. Dinesh Vinayak (DIN: 10765895) resigned from the position of Independent Director of the Company with effect from August 28, 2026. Confirmation as per Reg 30: Mr. Dinesh Vinayak confirmed that there were no other material reasons for his resignation other than those provided in his resignation letter. Consequently to his resignation, he ceased to be a member/chairman of the respective Board Committees.

The Composition of the Independent Director is as under along with meeting held by them:

Name of the Director	Designation	Attendance of the Independent Director meetings held during the F.Y. 2025-26 (07.03.2026)
Raj Kumar Dewan	Independent Director	Yes
Alok Kumar Jain	Independent Director	Yes
Dinesh Vinayak	Independent Director	Yes

In accordance with the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 a separate meeting of Independent Directors of the Company was convened during the Financial Year 2025-2026 and all Independent Directors were present at the Meeting.

F. Annual Evaluation By The Board:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors is required to carry out an annual evaluation of its own performance, that of its committees, and individual Directors. For this purpose, the Company developed a structured framework incorporating key evaluation parameters, including a detailed questionnaire covering various aspects of the Boards functioning, composition, culture, governance practices, and the performance of specific duties and responsibilities.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

G. Familiarization Programme For Independent Directors:

Familiarization Programme has been conducted during the period under review for Independent Directors Pursuant to provisions of Regulation 25 of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations) and Schedule IV of Companies Act, 2013. The Same has been Uploaded on the Website of the Company at psgroup.com.

15) BOARD MEETINGS:

The Board of Directors met 5 times during the financial year 2025-2026 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. All the Board Meetings were held within the prescribed time limit under section 173 of Companies Act, 2013. Proper Quorum were present at all board meeting and Board meeting were conducted with proper compliance mentioned under Companies act, 2013 and SS-1 issued by ICSI. The Company has received a proper leave of Absence from the Directors who are unable to attend the scheduled board Meeting and Board has approved the same.

The details of Board Meeting conducted during the period under review are as follows:

Sr. No	Date of meeting	Board Strength	No. of Directors Present
1	01/05/2025	6	3
2	28/05/2025	6	6
3	06/09/2025	6	6
4	12/11/2025	6	5
5	07/03/2026	6	5

Number of meetings attended by each director during the year:

S. No.	Name of Director	Designation	No. of Board Meetings which were entitled to attend	No. of Board Meetings attended
01	Deepak Kumar (DIN: 00677030)	Managing Director	5	5
02	Gaurav Gupta (DIN: 00593822)	Whole-time director	5	4
03	Nikita Gupta (DIN: 10645088)	Non-Executive Director	5	4
04	Alok Kumar Jain (DIN: 05282469)	Independent Director	5	4
05	Raj Kumar Dewan (DIN: 02663208)	Independent Director	5	4
06	Dinesh Vinayak (DIN: 10765895)	Independent Director	5	4

16) DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2026, the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures and there are no material departures from the same;

b. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2026 and of the profit/loss of the Company for that year;

c. proper and sufficient care was taken 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. the annual accounts of the Company have been prepared on a going concern basis;

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

f. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17) DISCLOSURE OF PARTICULARS OF EMPLOYEES AS REQUIRED UNDER RULE 5 (2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:

Details of particulars of employees as required under rule 5 (2) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been annexed in "Annexure - II".

18) COMMITTEES:

The Board of Directors has constituted Three Committees, viz.:

1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee

AUDIT COMMITTEE

1. Audit Committee:

The Constitution, composition and functioning of the Audit Committee meets with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the recommendations of Audit Committee have been accepted by the Board of Directors of the Company.

The Composition of the Audit Committee is as under along with meetings held by them:

Name of the Member	Position in Committee	Designation	Attendance of the Audit Committee meetings held during the FY. 2025-26
			28.05.2025	06.09.2025	12.11.2025	07.03.2026
Alok Kumar Jain	Chairperson	Independent Director	Yes	Yes	Yes	Yes
Raj Kumar Dewan	Member	Independent Director	Yes	Yes	Yes	Yes
Deepak Kumar	Member	Managing Director	Yes	Yes	Yes	Yes
Vinod Kumar		Chief Financial Officer	Yes	Yes	Yes	Yes
Suman		Company Secretary & Compliance Officer	Yes	Yes	Yes	Yes

Powers of Audit Committee:

The Audit Committee shall have powers, including the following:

a. To investigate any activity within its terms of reference.
b. To seek information from any employee.
c. To obtain outside legal or other professional advice.
d. To secure attendance of outsiders with relevant expertise if it considers necessary.

Role of Audit Committee

The role of the Audit Committee shall include the following:

1. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;
2. Review and monitor the auditors independence and performance, and effectiveness of audit process;
3. Examination of the financial statement and the auditors report thereon;
4. Approval or any subsequent modification of transactions of the company with related parties;
5. Overseeing of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
6. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
7. Formulation of a policy on related party transactions, which shall include materiality of related party transactions and making of omnibus approval of related party transactions;
8. Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to: i. Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013; ii. Changes, if any, in accounting policies and practices and reasons for the same; iii. Major accounting entries involving estimates based on the exercise of judgment by management; iv. Significant adjustments made in the financial statements arising out of audit findings; v. Compliance with listing and other legal requirements relating to financial statements; vi. Disclosure of any related party transactions; vii. Modified opinion(s) in the draft audit report;
9. Reviewing, with the management, the quarterly, half yearly and Annual financial statements before submission to the Board for approval;
10. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
11. Review and monitor the auditors independence and performance, and effectiveness of audit process;
12. Approval or any subsequent modification of transactions of the listed entity with related parties includes omnibus approval for related parties transactions subject to conditions as specified under rules;
13. Scrutiny of inter-corporate loans and investments;
14. Valuation of undertakings or assets of the Company, wherever it is necessary;
15. Evaluation of internal financial controls and risk management systems;
16. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
17. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
18. Discussion with internal auditors of any significant findings and follow up there on;

19. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.
20. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as postaudit discussion to ascertain any area of concern;
21. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
22. To oversee and review the functioning of the vigil mechanism pursuant the provisions of Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with sub-section 9 and 10 of Section 177 of the Companies Act, 2013, which shall provide for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases;
23. Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;
24. To investigate any other matters referred to by the Board of Directors;
25. Carrying out any other function as is mentioned in the terms of reference of the audit Committee.
26. Reviewing the utilization of loans and/or advances from/investment by the holding company in the subsidiary exceeding Rs.100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision.
27. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

Further, the audit committee shall mandatorily review the following information:

i) Management discussion and analysis of financial condition and results of operations;
ii) Statement of significant related party transactions (as defined by the audit committee), submitted by management;
iii) Management letters/letters of internal control weaknesses issued by the statutory auditors;
iv) Internal audit reports relating to internal control weaknesses; and
v) The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee.
vi) Statement of deviations: (a) half yearly statement of deviation(s) submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI ICDR Regulations. (b) Annual statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice in terms of Regulation 32(7) of the SEBI ICDR Regulations.

2. Nomination and Remuneration Committee (NRC)

The Constitution, composition and functioning of the Nomination and Remuneration Committee also meets with the requirements of Section 178(1) of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Composition of the Nomination and Remuneration Committees as under along with meetings held by them:

Name of the Member	Position in Committee	Designation	Attendance of the Nomination and Remuneration Committee meetings held during the F.Y. 2025-26 (06.09.2025)
Raj Kumar Dewan	Chairperson	Independent Director	Yes
Alok Kumar Jain	Member	Independent Director	Yes
Dinesh Vinayak	Member	Independent Director	Yes
Vinod Kumar		Chief Financial Officer	Yes
Suman		Company Secretary & Compliance Officer	Yes

Terms of Reference of NRC:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;
2. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:
   a. Use the services of an external agencies, if required;
   b. Consider candidates from a wide range of backgrounds, having due regard to diversity; and
   c. Consider the time commitments of the candidates.
3. Formulation of criteria for evaluation of Independent Directors and the Board;

4. Devising a policy on Board diversity;
5. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal;
6. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;
7. To ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks
8. Perform such other activities as may be delegated by the Board or specified/provided under the Companies Act, 2013 to the extent notified and effective, as amended or by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended or by any other applicable law or regulatory authority.

3. STAKEHOLDERS RELATIONSHIP COMMITTEE (SRC)

The Constitution, composition and functioning of the Stakeholders Relationship Committee also meets with the requirements of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Composition of the Stakeholders Relationship Committee is as under along with meetings held by them:

Name of the Member	Position in Committee	Designation	Attendance of the Stakeholders Relationship Committee meetings held during the F.Y. 2025-26 (07.03.2026)
Dinesh Vinayak	Chairperson	Independent Director	Yes
Deepak Kumar	Member	Managing Director	Yes
Gaurav Gupta	Member	Whole Time Director	Yes
Vinod Kumar		Chief Financial Officer	Yes
Suman		Company Secretary & Compliance Officer	Yes

Terms of Reference of SRC:

1. Resolving the grievances of the security holders of the Company, including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings, etc.
2. Review of measures taken for effective exercise of voting rights by shareholders;
3. Review of adherence to the service standards adopted by the Company in respect of various services rendered by the registrar and share transfer agent and to recommend measures for overall improvement in the quality of investor services;
4. Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company; and
5. Formulate procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time;
6. Approve, register, refuse to register transfer or transmission of shares and other securities;
7. Sub-divide, consolidate and or replace any share or other securities certificate(s) of the Company;
8. Allotment and listing of shares;
9. Authorize affixation of common seal of the Company;
10. Issue duplicate share or other security(ies) certificate(s) in lieu of the original share/security(ies) certificate(s) of the Company;
11. Approve the transmission of shares/other securities arising as a result of death of sole/any joint shareholder;
12. Dematerialize or rematerialize the issued shares;
13. Ensure proper and timely attendance and redressal of investor queries and grievances;
14. Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares, debentures or any other securities;
15. Advising for giving effect to all transfer/transmission of shares and debentures, dematerialization of shares and rematerialization of shares, split and issue of duplicate/consolidated share certificates, compliance with all the requirements related to shares, debentures and other securities from time to time;
16. Carry out any other functions contained in the Companies Act, 2013 (including Section 178) and/or equity listing agreements (if applicable), as and when amended from time to time;
17. Further delegate all or any of the power to any other employee(s), officer(s), representative(s), consultant(s), professional(s), or agent(s); and

18. Carrying out such other functions as may be specified by the Board from time to time or specified/provided under the Companies Act or SEBI Listing Regulations, or by any other regulatory authority.

19) GENERAL MEETING:

During the reporting financial year(s), company has conducted following General Meeting:

S. No. Particulars	2025-2026	2024-2025
01 Annual General Meeting (AGM)	30.09.2025	21.09.2024
02 Extra Ordinary General Meeting (EGM)	04.04.2024, 03.09.2024	17.05.2024, 07.09.2024, 16.01.2025

There was no resolution passed through postal ballot at any of the above meetings. Further there is no item in the Notice for the forthcoming Annual General Meeting that is proposed to be passed through a Postal ballot.

20) AUDITORS AND REPORTS:

a) STATUTORY AUDITOR OF THE COMPANY:

At the 19TH Annual General Meeting held on 30/09/2023, M/s Jain Mittal Chaudhary & Associates Chartered Accountants (015140N) were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the year 2028. In terms of the provisions of the Companies (Amendment) Act, 2017, the term of the auditors does not require ratification every year.

The Notes to Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments. The Auditors report does not contain any qualification, reservation or adverse remark.

b) COST AUDITOR OF THE COMPANY:

The Board Members had appointed M/S A.G. Agarwal & Associates (FRN:000531), Cost Accountants as the Cost Auditors of the Company for the financial year 2025-2026 under Section 148 of the Companies Act, 2013 to conduct Cost Audit. As required under Rule 14 of the Companies (Audit and Auditors) Rules, 2014, for the purpose of subsection (3) of Section 148 of the Companies Act, 2013, the remuneration as paid to the Cost Auditors for the year under review was recommended/approved by Board Members and was ratified by the Members at 21st Annual General Meeting ("AGM").

The Board of Directors of the Company ("the Board") at the meeting held on 29th MAY, 2026 approved the appointment and remuneration of M/S. E B & ASSOCIATES (FRN: 007635); Cost Auditor of the Company, to conduct audit of Cost Records maintained by the Company for the financial year 2026-2027 on the recommendation of the Audit Committee.

c) SECRETARIAL AUDITOR OF THE COMPANY:

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board on the basis of recommendation of Audit Committee at their Board Meeting held on 06.09.2025 had appointed Ms. Anju Jain (ACS: 11056, COP: 2728) as Secretarial Auditor for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30 to conduct the Secretarial Audit of the company. The said appointment was approved by the members of the Company at the 21st Annual General Meeting held on 30 September 2025.

The Secretarial Audit Report for FY 2025-26 is annexed hereto as Annexure-III. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark and the secretarial audit report are self-explanatory and do not call for any further Explanation clarification.

d) INTERNAL AUDITOR OF THE COMPANY:

The provision of section 138 of Companies Act, 2013 read with rules made thereunder had been applicable on your Company. In order to comply with the applicable provision, the Board had appointed M/s Anil Yash & Associates, Chartered Accountants (Membership No.:088037, FRN: 021900N) as an Internal Auditor of the Company to conduct Internal Audit for the financial year 2025-2026. The reports of the Internal Auditors are being reviewed by the audit committee and Board Members from time to time.

e) MAINTENANCE OF COST RECORDS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is required to maintain Cost Records under said Rules and the same has been maintained by the Company during the period under review.

ADDITIONAL DISCLOSURES

REPORTING OF FRAUDS

There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section 143(12) of the Act read with Companies (Audit and Auditors) Rules, 2014. Further no such reporting of Fraud has been made by the Internal Auditor, Secretarial Auditor during the period under review.

21) ACCOUNTING STANDARD:

The Financial Statements of the Company as at and for the Financial Year ended 31st March, 2026 have been prepared in accordance with the Accounting Standard (AS) as specified under Section 133 of the Companies Act, 2013 as our Company is a SME listed Entity and Exempted from the Applicability of Ind-AS.

22) CORPORATE SOCIAL RESPONSIBILITY:

The Provisions of Section 135 of the Companies Act, 2013 are applicable on the Company for the F.Y. 2025-2026 and Company has complied with the same. Companys CSR initiatives and activities are aligned to the requirement to the requirement of section 135 of the companies act, 2013. The brief Outline of the CSR Policy of the company, the initiatives undertaken by the company on CSR activities during the year are set out in Annexure-IV of the report as prescribed in the companies (Corporate Social Responsibility Policy) Rules, 2014.

23) MANAGEMENT DISCUSSION & ANALYSIS:

In terms of Regulation 34(2)(e) of the Listing Regulations, 2015 read with other applicable provisions, the detailed review of the operations, performance and future outlook of the Company and its business is given in the Managements Discussion and Analysis Report (MDA) which forms part of this Annual Report is annexed as an "Annexure-V"

24) BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING (BRSR):

The Business Responsibility & Sustainability Reporting ("BRSR") as required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 does not apply to your company for the financial year 2025-26.

25) CORPORATE GOVERNANCE:

The Company has adopted best corporate practices and is committed to conducting its business in accordance with the applicable laws rules and regulations. The Companys Corporate Governance practices are driven by effective and strong Board oversight, timely disclosures, transparent accounting policies and high level of Integrity in decision making.

Your Company is committed to achieving and adhering to the highest standards of Corporate Governance. However, the provisions relating to Corporate Governance specified under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company to the extent exempted under Regulation 15(2)(b) thereof, as the equity shares of the Company are listed on the Emerge SME Platform of NSE. The Company continues to comply with the applicable provisions of the Companies Act, 2013, the rules made thereunder and other applicable statutory and regulatory requirements.

26) COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

In order to ensure compliance with the requirements of Section 178 of the Companies Act, 2013 and any other applicable provisions, the Board of Directors of the Company have formulated the Nomination and Remuneration Policy. The NRC policy is annexed as an "ANNEXURE-VI" The Nomination and Remuneration Policy of your Company has been made available on the website of the Company i.e. https://pssgroup.com/investor

27) DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Company has an effective internal control system that is commensurate with its size and nature of its Business Operations which is periodically reviewed and strengthened through revised standard operating procedures. The Company complies with all applicable Accounting Standards in maintaining its books of account and in the preparation of Financial Statements.

During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls. The management assessed the effectiveness of internal financial controls as of 31st March 2026 and confirmed that no material weaknesses in design or operation were observed.

28) RISK MANAGEMENT:

The Board of Directors of the Company identify, evaluate business risks and opportunities. The Company has formulated the Risk Management Policy which indicates Companys standards for risk taking while conducting business and to provide an easy-to-access guide any time you have a question. Major risks identified by the businesses and functions are systemically addressed through mitigating action plan on a continuing basis. The Board of Directors of your Company is of the opinion that, at present, there are no elements of risks which may threaten the existence of the Company.

HR, VIGIL MECHANISM, CSR

29) HUMAN RESOURCE DEVELOPMENT & INDUSTRIAL RELATION:

Human Resource Development (HRD) plays a pivotal role in enhancing workforce capabilities at workplace. Companies are focusing on up-skilling through targeted training in technical areas, leadership, and functional roles. Special emphasis is placed on health and safety training to ensure a secure, compliant, and responsible work environment particularly in high-risk operational areas. During the financial year, the Company organized a series of awareness and training sessions across various departments, focusing on the holistic development and wellbeing of employees. Further Industrial relation continues to be cordial. The Company Management express deep appreciation for the dedicated services rendered by workers, Vendors, Suppliers, Other Stakeholders associated with the company.

30) VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Board has constituted the vigil Mechanism/Whistle blower policy pursuant to Section 177 of the Companies Act, 2013 with a view to provide a mechanism for employees of the Company to approach the Audit Committee of the Company and protected disclosure to the management instances of unethical behavior, actual or suspected fraud or violation of the Code of Conduct. The policy protects the Whistle Blower wishing to raise a concern about serious irregularities within the Company. The policy is uploaded on the website of the companys website and can be accessed at the web address: https://pssgroup.com/wp-content/uploads/2025/02/Whistle-Blower-and-Vigil-Mechanism-Policy.pdf

31) 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.

32) DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has duly complied with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, including the constitution of the Internal Complaints Committee. The Company maintains a zero-tolerance policy towards sexual harassment and ensures strict adherence to the law in both letter and spirit. The following is the summary of sexual harassment complaints received and disposed off during the year:

S. No. Particulars	Status of No. of complaints received and disposed off
01 Number of complaints on sexual harassment received	Nil
02 Number of complaints disposed off during the year	Nil
03 Number of cases pending for more than ninety days	NA
04 Number of workshops or awareness programs against sexual harassment carried out	The Company regularly conducts awareness programs for its employees.
05 Nature of action taken by the employer or district officer	NA

33) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

a) CONSERVATION OF ENERGY:

The Company is engaged in Steel & metal manufacturing industry. Efforts are being continuously made to monitor the consumption and reduce energy costs. The Company is committed to sustainable business practices by contributing to environment protection and considers energy conservation as one of the strong pillars of preserving natural resources. This also helps the company in reducing carbon footprint across all its operations and improve the bottom-line under its sustainability mission.

The details of activities regarding conservation of energy, proper utilization of energy resources are as follows:

1 Steps taken / impact on conservation of energy	1. Installation of LED lights to reduce power consumption. 2. Using the operating pumps near the best efficiency point for saving energy. 3. Timer provided for auto controlling of plant and street lighting. 4. At plant area used roof extractors instead of exhaust fans for air circulation saving electrical energy. Other various measures were adopted to save energy for future generation.
2 Steps taken for utilizing alternate sources of energy	The Company has significant focus on restoration and rehabilitation of degraded ecosystem is continuously exploring sustainable solutions for energy consumption.
3 The capital investment on energy conservation	Solar Panel Installation: As part of our long-term Commitment to sustainable operations, we have begun

ENERGY, TECHNOLOGY, FOREIGN EXCHANGE

1. Reducing in Electricity costs, directly contributing to improved operating margins.
2. Lower carbon footprint aligning with global ESG Standards.
3. Energy Independence reducing reliance on grid power and insulating operations from energy disruptions.

b) TECHNOLOGY ABSORPTION:

The Company is committed towards technology driven innovation and inculcating an innovation driven culture within the organization. During the year under review, the Company continued to work on advanced technologies, up gradient of existing technology and capability development in the critical areas of current and future growth.

c) FOREIGN EXCHANGE EARNINGS & OUTGO:

The details of foreign exchange earnings and outgo during the year under preview are as follows:

Particular	Current Year	Previous Year
Foreign Currency Earning	Nil	Nil
Foreign Exchange Outgo	424.19	218.41/-

34) PREVENTION OF INSIDER TRADING & CODE OF CONDUCT:

Pursuant to the provision of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015 and amendments thereto, the company has in place a code of conduct to regulate, monitor and report trading by insider for prohibition of Insider trading in the shares of the Company. The code inter alia prohibits purchase/sale of shares of the Company by its Designated Persons and other connected persons while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when trading window is close. The company has also formulated a Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI) and said code in available on companys website and can be assessed at https://drive.google.com/file/d/1JGG5M9Be6SoTqsAXkXUu7KfS92mmcTD/view.

Further The Board of Directors and the members of the Senior Management Team (one level below the Board of Directors) of the Company are required to affirm annual Compliance of code of conduct Code. A declaration signed by the WTD and Managing Director of the Company to this effect is placed at the end of this report as an "Annexure-VII"

35) MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year and date of this report.

36) DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal during the period under review which can have impact on the going concern status and the Companys operations in future.

37) DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT:

There was no instance of one-time settlement with any Bank or Financial Institution during the period under review. Hence requirement of such disclosure is not applicable to the Company during the period under review.

38) DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE UNDER IBC, 2016:

NO application has been made under IBC code, 2016 by and against the Company, hence requirement of disclosure of application made or pending under IBC, 2016 during the period under review is not applicable to the Company There was no such instance occurred during the period under review.

39) COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with the Secretarial Standards, issued by the Institute of Company Secretaries of India, and notified by the Central Government during the period under review.

40) OTHER DISCLOSURES:

a) Details of Compliance with Mandatory Requirements: The Company has complied with all applicable mandatory requirements as prescribed under the relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013, Labor Laws and other laws as applicable on the Company during the period under review.

POLICIES & ACKNOWLEDGEMENT

1. There was no commission paid by the company to its managing director or whole-time directors, so no disclosure required in pursuance to the section 197(14) of The Companies Act, 2013.

c) Details of non-compliance by the Company, penalties and strictures imposed on the Company by the Stock Exchanges or SEBI or any Statutory Authorities or any other matter related to capital markets during the financial year: During the financial year, no penalty was imposed on the Company either by the stock exchange or any other Statutory Authorities.

41) CAUTIONARY STATEMENT:

The Statements contained in the Board Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable laws and regulations. Various Factors such as economic conditions, changes in government regulations, tax regime, other statutes, market forces and other associated and incidental factors may however lead to variation in actual result

42) POLICIES OF THE COMPANY:

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Companies Act, 2013 have mandated the formulation of certain policies for all listed companies. All the Policies are available on the Companys website at https://pssgroup.com/investor The Key Policies as adopted by the Company as per Companies Act, 2013 and SEBI (LODR) Regulations, 2015 are as follows:

1. Archival Policy
2. Board Diversity Policy
3. Criteria of Making Payments To Non-Executive Directors
4. Nomination Remuneration (NRC) Policy
5. Policy for determination of Materiality
6. Policy on Preservation of Documents
7. Policy on Identification of Group Companies/Entities, Material Creditors And Material Litigations
8. Policy For Procedure of Inquiry In Case of Leak of Unpublished Price Sensitive Information ("UPSI")
9. Policy on Terms And Conditions of Appointment of Independent Directors
10. Familiarization Programs For Independent Directors
11. Succession Policy
12. Vigil Mechanism (Whistle Blower) Policy
13. Risk Management Policy
14. Related Party Transaction Policy
15. Policy On Prevention Of Sexual Harassment At Workplace
16. Corporate Social Responsibility (CSR) Policy
17. Code of Conduct for Monitoring and Prevention of Insider Trading
18. Code Of Conduct For Directors And Senior Management Executives

43) ACKNOWLEDGEMENT & APPRECIATION:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, Government Authorities, customers, vendors and members during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.

For and on behalf of the Board of Directors

Place: Hisar Date: 05/09/2026

Deepak Kumar Managing Director DIN: 00677030 Add.: H.No.164, Sector-9/11 Hisar-125001

Gaurav Gupta Whole-time director DIN: 00593822 Add.: H.No.163, Sector-9/11 Hisar-125001