Shree Precoated Steels Ltd Directors Report

The Directors of Shree Precoated Steels Limited ( the Company ) are pleased to present the 18 th Annual Report along with the Audited Financial Statements for the financial 31 year ended st March, 2026.

1. FINANCIAL HIGHLIGHTS:

(Rs. In Lakhs)

Particulars	2025-2026	2024-2025
Revenue from Operations	-	-
Other Income	367.93	-
Total Income	367.93	-
Less: Total Expenditure	427.88	60.00
Profit / (loss) before Tax (PBT)	(59.95)	(60.00)
Less: Tax Expenses	-	-
Profit / (Loss) After Tax (PAT) for the year	(59.95)	(60.00)
Other Comprehensive Income/ (loss)	1.72	(0.49)
Total Comprehensive Income / (loss)	(58.23)	(60.49)

2. COMPANYS PERFORMANCE:

During the financial year under

Company incurred a total comprehensive loss of Rs. 58.23 lakh, as compared to Rs. 60.49 lakh in the previous financial year. remains committed to exploring viable business opportunities.

3. NATURE OF BUSINESS:

The Company is engaged in the activities of real estate and trading. During the year under review, there was no change in the nature of business of the Company.

4. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT:

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of this report.

5. SHARE CAPITAL OF THE COMPANY:

During the year under review, the Company has not issued any shares with differential voting rights, nor has it granted any stock options or sweat equity shares.

The Authorized Share Capital of the Company as on 31st March, 2026 stood at Rs. 85,00,00,000/- (Rupees Eighty Five Crores only) divided into 8,50,00,000 Equity Shares of Rs. 10/- each. the The paid-up Equity Share Capital of the Company as on 31st March, 2026, stood at Rs. Board 4,13,99,020/- (Rupees Four Crore Thirteen Lakh Ninety-Nine Thousand and Twenty only), divided into 41,39,902 (Forty-One Lakh Thirty-Nine Thousand Nine Hundred and Two) equity shares of Rs. 10/- (Rupees Ten) each, fully paid- up.

6. DIVIDEND:

The Board of Directors of your company regret their inability to declare any Dividend for the current Financial Year due to loss incurred by the Company.

7. RESERVES:

Your Company has not transferred any amount to the Reserves during the Year.

8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year under review, your Company does not have any Subsidiary, Associate or Joint Venture Company.

9. RISK MANAGEMENT:

Your Company has an elaborate risk management procedure and adopted a systematic approach to mitigate risk associated with accomplishment of objectives, operations, revenues and regulations. Your Company believes that this would ensure mitigating steps proactively and help to achieve stated objectives.

10. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 ( Act ) the Annual Return as on 31st March, 2026 is available on the Companys website at http:// www.spsl.com/annual-report.php

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP): a) Composition

As on 31st March, 2026, the Company s Board comprises of four Directors, which includes one Woman Independent Director. The Board has an appropriate mix of Executive, Non-Executive, and Independent Directors, in compliance with the requirements of the Act- and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( SEBI Listing Regulations ). This composition is also aligned with the best practices of Corporate Governance. b) Retirement by rotation

In accordance with the provisions of Section 152(6) of the Act, read with the Companies (Management and Administration) Rules, 2014 and the Articles of Association of the Company, Mr. Harsh L. Mehta (DIN: 01738989), Director, is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors recommends his re-appointment to the members of the Company. c) Appointment and Re-appointment of Directors: Details of the appointment(s) and re-appointment(s) made during the year under review are as follows:

Upon the recommendation of the Nomination and Remuneration Committee and the approval of the Board of Directors of the Company and in terms of the provisions of the Act, the following appointments and re-appointments were made during the financial year:

i) Mr. Nilesh H. Sarvaiya (DIN: 00799636), Director, who retired by rotation at the 17 th Annual General Meeting of the Company held on 17 th September, 2025, was re-appointed by the members as a Director of the Company in accordance with the provisions of Section 152(6) of the Companies Act, 2013;

ii) Mr. Harsh L. Mehta (DIN: 01738989), Managing Director, was re-appointed for a consecutive term of five years by the members at the 17 th Annual General Meeting held on 17 th September, 2025, commencing from 24 th May, 2026 to 23 rd May, 2031.

Appointment of Key Managerial Personnel ( KMP ):

In accordance with the provisions of Section 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 6 of the SEBI Listing Regulations, Ms. Priyanka Khandelwal was appointed as Company Secretary and Compliance Officer to fill the casual vacancy arising from the resignation of the previous Company Secretary w.e.f. 14 th August, 2025. d) Cessation:

i) Ms. Krishna Agrawal Company Secretary and Compliance Officer of the Company resigned from her position with effect from the close of business hours on 13 th August, 2025. e) Declaration from Independent Directors:

In accordance with the provisions of Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations, the Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as laid down under the applicable laws. Further, in compliance with Regulation 25 of the SEBI Listing Regulations, each Independent Director has also affirmed that they are not aware of any circumstance or situation which exists or may reasonably be anticipated that could impair or impact their ability to discharge their duties as Independent Directors of the Company with an objective, independent judgment and without any external influence.

All Independent Directors have additionally confirmed their compliance with the provisions of Schedule IV of the Act (Code for Independent Directors) and the Company s Code of Conduct. In accordance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors have also submitted declarations confirmingthe inclusion of their names in the data bank maintained by the Indian Institute of Corporate Affairs (IICA), which is to be maintained throughout their tenure.

The Company further confirms that none of its Directors are disqualified from being appointed or continuing as Directors in terms of Section 164 of the Act. All necessary disclosures, as required under various provisions of the Act and the SEBI Listing Regulations, have been duly made by the Directors.

In the opinion of the Board, all Independent Directors are persons of integrity, possess the requisite qualifications, and experience, and continue to remain independent of the management. f) Board Evaluation:

In accordance with the provisions of the Act and the SEBI Listing Regulations, the Board of Directors have formulated a policy for performance evaluation of the Chairman, the Board as a whole, individual Directors (including Independent Directors), and various Committees of the Board. The policy also includes specific criteria for evaluating the performance of both Executive and Non- Executive Directors.

The Nomination and Remuneration Committee has laid down the methodology for conducting an effective evaluation of the performance of the Board, its committees, and individual Directors. The Committee has further authorized the Board to carry out the said evaluation.

Based on the framework provided by the Committee, the Board devised structured questionnaires tailored to the business operations of the Company and the expectations placed on each Director.

These questionnaires serve as the basis for assessing the overall effectiveness of the Board, its committees, and individual members.

The performance of each Committee was carried out by the Board based on the reports submitted by the respective Committees. Similarly, the performance of individual Directors was assessed, and the findings of these evaluations were reviewed by the Chairman of the Board.

The Company has also put in place a structured familiarization programme for its Independent Directors. The programme is designed to provide insights into the Company s operations, industry outlook, business model, regulatory environment, and the roles, responsibilities, and rights of Independent Directors. The familiarization programmes are available on the Company s website at the following link: http://www.spsl.com/policies.php g) KEY MANAGERIAL PERSONNEL (KMP):

The details of Key Managerial Personnel of the Company are as follows:

Name	Designation
Mr. Harsh L. Mehta	Managing Director
Mr. Suresh Pitale	Chief Financial Officer
Ms. Priyanka Khandelwal	Company Secretary & Compliance Officer

12. MANAGERIAL REMUNERATION AND OTHER DETAILS:

Disclosure pertaining to remuneration and other details as required under Section 197 of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in this Report as Annexure A, which forms an integral part of this Annual Report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the said Rules is provided in a separate annexure forming part of this Report. In accordance with the provisions of Section 136 of the Act, the Annual Report, including the financial statements, is being sent to the members excluding the aforementioned annexure. The said annexure is available for inspection by members at the registered office of the Company during business hours up to the date of the ensuing AGM. Any member interested in obtaining a copy of the same may write to the Company Secretary and Compliance Officer, and it will be provided upon request of the same.

13. REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors have adopted a comprehensive policy for the selection and appointment of Directors, Key Managerial Personnel (KMP), Senior Management Personnel (SMP), and other employees. The policy also outlines the framework for determining their remuneration. The policy lays down the criteria for qualifications, attributes, independence of directors, and other relevant matters pertaining to their appointment and remuneration.

The Nomination and Remuneration Policy is available on the Companys website at http:// www.spsl.com/policies.php .

14. MEETINGS OF THE BOARD:

Four (4) meetings of the Board were held during the year under review. For details of meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report. The intervening gap between the two consecutive meetings was within the period prescribed under the Act and the SEBI Listing Regulations.

15. COMMITTEES OF THE BOARD:

Details of the Committees constituted by the Board are in accordance with the provisions of the Act and SEBI Listing Regulations, including their composition, any changes therein during the year, as well as the number and dates of meetings held during the year under review, and are provided in the Corporate Governance Report, which forms part of this Annual Report.

16. AUDIT COMMITTEE AND ITS COMPOSITION:

The composition and details of the Audit Committee are provided in the Corporate Governance Report, which forms part of this Annual Report.

17. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(3)(c) read with Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

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

iv. The directors have prepared the annual accounts on a going concern basis;

v. The directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

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

18. PUBLIC DEPOSITS:

The Company has not accepted any deposits from public within the meaning of Sections 73 and 76 of the Act read with Companies (Acceptance of Deposits) Rules, 2014.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE ACT:

All contracts, arrangements, and transactions entered into by the Company with related parties during the year under review were in the ordinary course of business and on arms length basis. During the year under review, the Company did not enter into any material related party transactions falling within the scope of Section 188(1) of the Companies Act, 2013. Accordingly, the disclosure of particulars of such transactions in Form AOC-2, as required under Section 134(3)(h) of the Act, is not applicable.

In accordance with the provisions of Regulation

23 of SEBI Listing Regulations, the Company has formulated a policy on related party transactions. The policy is available on the Companys website at http://www.spsl.com/ policies.php

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The Company has not granted any loans or provided guarantees or made investments as required under Section 186 of the Act. Details of other loans are disclosed in the financial statements, which form part of this Annual Report.

21. CORPORATE SOCIAL RESPONSIBILITY:

The Company is currently not subject to the provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility (CSR), as the applicable thresholds for mandatory compliance are not met.

22. WHISTLE BLOWER / VIGIL MECHANISM POLICY:

The Company has adopted a Whistle Blower

Policy and established a vigil mechanism in accordance with the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations. This mechanism enables employees, Directors, and stakeholders to report concerns about unethical behaviour, actual or suspected fraud, or violation of the Company s Code of Conduct in a confidential and secure manner.

The Vigil Mechanism (Whistle Blower) Policy is available on the Companys website at http:// www.spsl.com/policies.php .

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

In accordance with the provisions of Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, the requisite information relating to Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo is provided in Annexure B, which forms a part of this Report.

24. STATUTORY AUDITORS:

In accordance with the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company, at their 16 th Annual General Meeting held on 30 th September, 2024, appointed M/s. V. Parekh & Associates, Chartered Accountants, Mumbai (Firm Registration No. 107488W) as the Statutory Auditors of the Company, to hold office for a term of five consecutive years, i.e., from the conclusion of the 16 th Annual General Meeting until the conclusion of the 21 st Annual General Meeting, to be held for the financial year ending 31st March, 2029.

M/s. V. Parekh & Associates have furnished a written confirmation that they continue to satisfy the eligibility criteria prescribed under Sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules, 2014, and are not disqualified from Auditors of the Company.

25. SECRETARIAL AUDITOR:

In accordance with the provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, the Board of Directors, at their meeting held on 14 th May, 2025, based on the recommendation of the Audit Committee, approved the appointment of Mrs. Shreya Shah, Practicing Company Secretary, a peer-reviewed firm (COP 15859 / Peer review certificate 1696/2022), as Secretarial Auditors of the Company for a term of five consecutive years, commencing from FY 2025 26 to FY 2029 30, at the 17 th Annual General Meeting held on 17 th September, 2025.

The Secretarial Audit Report is annexed to this Report as Annexure C and forms part of this Report.

26. INTERNAL AUDITOR:

Pursuant to Section 138(1) of Act read with the Companies (Accounts) Rules, 2014, Ms. Riddhi Kataria, a Qualified Chartered Accountant is appointed as the Internal Auditor of the Company w.e.f. 4 th February, 2025 under whole-time employment.

The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board quarterly.

27. COST RECORDS AND COST AUDITORS:

During the year under review, maintenance of Cost Records as per Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014 and Section 148(1) of Companies Act, 2013 is not applicable to the Company.

28. COMMENTS ON QUALIFICATION BY STATUTORY AUDITORS AND SECRETARIAL AUDITORS: a. STATUTORY AUDITORS:

The Auditors Report to the members for the year under review does not contain any qualification, reservation, disclaimer or adverse remark, and accordingly no explanations or comments are required from the Board. b. SECRETARIAL AUDITOR:

The Secretarial Audit Report, issued in Form MR-3 for the financial year 2025 26, does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. The said Report is annexed herewith as Annexure - C .

Further, none of the Auditors of the Company have reported any fraud as specified under Section 143(12) of the Act to the Audit Committee or the Board.

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report during the year under review is appended below:

The objective of this report is to convey the Management s perspective on the external environment as well as strategy, operating and financial performance, material developments in human resources and industrial relations, risks and opportunities and internal control systems and their adequacy in the Company during the financial year 2025-26. This report should be read in conjunction with the Company s financial statements, the schedules and notes thereto and other information included elsewhere in the Annual Report. The Company s financial statements have been prepared in accordance with the Indian Accounting Standards (Ind AS ) complying with the requirements of the Companies Act, 2013 ( Act ) and regulations issued by the Securities and Exchange Board of India ( SEBI ), each as amended from time to time.

A. BUSINESS

The Company is presently engaged in the business of real estate and trading. Arrangements are in hand to diversify its line of business for the future growth and prosperity.

B. REVIEW OF OPERATIONS & FUTURE PROSPECTS

During the year under review, the Company did not have any significant operations. The Board remains committed to exploring viable opportunities for the Company.

C. OPPORTUNITIES AND THREATS, RISKS AND CONCERNS

Your Company s objective is to effect improvement in its operations. However, the Company is exposed to threats and risks, as faced by other organizations in general and those engaged in similar business, like adverse changes in the general economic and market conditions, changes in Government policies and regulations etc.

D. INTERNAL CONTROL SYSTEM

The Company has Internal control procedures commensurate with the nature of its business and size of its operations.

The objectives of these procedures are to ensure efficient use and protection of Company s resources, accuracy in financial reports and due compliance of applicable statutes and Companys norms, policies and procedures.

E. HUMAN RESOURCES

There was no loss of work or any human resource related problem during the year.

Internal Control systems and their adequacy

The Company has proactive approach to manage and mitigate the risks. The Companys commitment towards effective risk management is for the sustainable growth and creating value for stakeholders. The well drafted risk management framework, consistently enhances our ability to anticipate risks, take pre-emptive measures and respond with agility and confidence in managing them.

The Company believes that proactive risk management is a vital element for good corporate governance. Thus, helps in identifying the risk, exposure, potential impact, mitigation process, non-business risk among others. These risks are timely reviewed by the board and mitigation strategies are suggested to reduce the impact. All this will help the Company to achieve favourable results.

The Company has all the main processes laid out to assure timely feedback on completion of operational and strategic goals, compliance with policies, procedures, laws and regulations, safeguarding of asset and efficient use of resource.

The Companys Internal Auditor reviews the effectiveness of internal control on a regular basis to avoid fraud or any other issue arising in the daily operational activities.

The Company has formally created a Risk Management Policy in tune with the new regulatory requirements. The policies help in identifying and assessing the key risk areas. Based on the detailed review the following key risks have been identified:

Personnel Risk

Regulatory Risk

Borrowing Risk

IT and System Risk

Liquidity Risk

Input Costs Risk

Sales Market Risk

Project Implementation Risk

Legal Risk

Financial and Operations Review

The financials have affecting changes in the following ratio:

Particulars	FY 2025- 26	FY 2024- 25	Change (25% or more as compared to FY 2024-25)	Detailed explanations of Change, if any.
Current Ratio	0.01	0.14	(94.78)	The Current Ratio decreased significantly, primary due to substantial decrease in current assets from Rs.53.41/- lakh to 3.22/- lacs while current liabilities increased from Rs. 381.20/- lacs to Rs. 440.01/- lakh.
Debt Ratio	-	-	-	-
Debtors turnover Ratio	-	-	-	-
Inventory Turnover Ratio	-	-	-	-
Interest Coverage Ratio	-	-	-	-
Operating Profit Margin	-	-	-	-
Net Profit	-	-	-	-
Margin	-	-	-	-
Return on Net worth*

* Due to negative net-worth, the Return on Net-worth cannot be calculated.

In accordance with the provisions of Regulations 34(2) and 34(3) read with Schedule V of the SEBI Listing Regulations, the following reports and declarations form an integral part of this Annual Report and are annexed accordingly:

• Corporate Governance Report.

• Declaration regarding compliance with the Code of Conduct by the Directors and Senior Management. MD & CFO certification under Regulation 17 (8) of the SEBI Listing Regulations. Certificate from a Secretary confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of the company.

Certificate from regarding compliance with the conditions of Corporate Governance.

30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the year under review, no significant material orders were passed by any regulator, court, or tribunal which would impact the going concern status of the Company or have any bearing on its future operations.

31. INTERNAL FINANCIAL CONTROL:

Internal Financial Controls are an integrated part of the risk management process, addressing financial and reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of the internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional expert as well as testing of the internal financial control system by the internal auditors during the course of their audit. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

32. CREDIT RATINGS:

During the year under review, the Company has not undertaken any borrowings from financial institutions or through debt instruments. Accordingly, the Company has not obtained any credit ratings during the financial year.

33. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised appropriate systems and procedures to ensure compliance with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India. The Company is committed to adhering to these standards in both letter and spirit going forward.

34. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

During the year under review, the provisions of Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, pertaining to the constitution of an Internal Committee, were not applicable to the Company.

The Company has complied with all applicable provisions of the Maternity Benefit Act, 1961, including those relating to maternity leave, benefits, and other entitlements, as applicable, theduring the year under review. Statutory Auditors

35. DETAILS OF PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, no application was made, nor was any proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016. Further, no such proceeding was pending at the end of the financial year.

36. VALUATION:

During the year under review, the Company did not undertake any one-time settlement of loans or financial assistance from Banks or Financial Institutions. Consequently, there was no requirement to carry out any asset valuation for this purpose.

37. GREEN INITIATIVE:

Your Company has adopted green initiative to minimize the impact on the environment. The Company has been circulating the copy of the Annual Report in electronic format to all those members whose email addresses are available with the Company / Depository Participant / MUFG Intime India Private Limited (formerly known as Link Intime India Pvt. Ltd.), Registrar to an Issue and Share Transfer Agent ( MUFG Intime ). Your Company appeals other Members also to register their email addresses for receiving the Annual Report in electronic form.

38. APPRECIATION:

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees. Your Directors take this opportunity to express their grateful appreciation for the encouragement, cooperation and support received by the Company from the Central and State Government, local authorities, bankers, customers, suppliers and business associates.

The directors are thankful to the members for their continued support and the confidence reposed in the Company and its Management.

For and on behalf of the Board of Directors
For Shree Precoated Steels Limited

Sd/-	Sd/-
Harsh L. Mehta	Nilesh H. Sarvaiya
Managing Director	Non-executive Director
DIN: 01738989	DIN: 00799636

Place: Mumbai,
Date: 4 th August, 2026