SP Refractories Ltd Directors Report

To,

The Members of SP Refractories Limited

Your directors are pleased in presenting their Directors Report on the business and operations of your Company together with the Audited Financial Statements and the Auditors Report of your Company for the financial year ended, 31st March, 2026.

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The companys financial performance during the financial year 2025-26 has been considerably good since total turnover of the Company increased significantly as compared to previous year. There has been a considerable increase in profit of the company as compared to the previous year due to consistent hard work of the Company. The Operating results of the company for the year are as under.

(Rs. in Lakhs)

Particulars	31/03/2026	31/03/2025
Revenue From Operations	2,815.16	3,025.41
Other Income	2.27	0.60
Total Income (Revenue)	2,817.43	3,026.01
Net Proflt/Loss before Interest, Depreciation and Tax	530.82	353.73
Less: Finance Cost	15.01	34.40
Less: Depreciation and amortization for the year	41.91	40.00
Net Profit/Loss before exceptional and extraordinary items and tax	473.90	279.33
Less: Exceptional Items	0.00	00.00
Profit before extraordinary items and tax	473.90	279.33
Less: Extraordinary Items	0.00	00.00
Profit before tax	473.90	279.33
Less: Tax Expenses
i. Current tax expense	117.30	66.02
ii. Deferred tax Liability/(Assets)	3.71	4.25
Profit/Loss for the period from continuing operations	352.89	209.06
Profit/Loss from discontinuing operations	0.00	0.00
Tax expense of discontinuing operations	0.00	0.00
Profit/Loss from discontinuing operations (after tax)	0.00	0.00
Profit/Loss transferred/adjusted to General Reserve	0.00	0.00
Basic earnings per equity share	19.72	11.68
Diluted earnings per equity share	19.72	11.68

2. STATE OF COMPANYS AFFAIRS, RESULT OF OPERATION AND FUTURE OUTLOOK:

Companys Affairs:

The Company continued to be engaged in the manufacture and supply of refractory products primarily catering to the iron, steel and construction industries. The Company manufactures reliable and customized refractory solutions using quality raw materials and established production processes, with an installed production capacity of 7,000 MT per annum.

The Company has a dedicated in-house testing facility to ensure adherence to stringent quality standards before dispatch. The Company has established business relationships with several reputed customers, including Avon Refractories, Hazira Refractory, IFGL Refractories and Orane Refractories. Supported by a skilled workforce and an efficient distribution network, the Company continues to focus on quality, timely delivery, customer satisfaction and sustainable growth.

Result of Operation:

The Total revenue of the Company stood at Rs 2,817.43/- Lakhs in the current year and Rs. 3026.01 Lakhs in the previous year. The Company made a net profit of Rs. 352.89 Lakhs for the year ended March 31, 2026 as compared to the net profit of Rs. 209.06 Lakhs in the previous year.

Future Outlook:

Further, the Management is hopeful that Company will register even higher growth rate in future as the Corporate. Company continues its effort on developing/improving new/ environment friendly, customized products through Marketing & Technical Services to meet the future technological challenges & meet Customer expectations. Redesigning of products with alternative raw materials to address the market requirement & business challenges. Technology will continue to work on reducing input cost.

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. Composition of Board of Directors:

The Composition of Board of Directors as on 31st March, 2026 is as follows;

Sr. No	Name	DIN	Designation
1.	Ms. Shweta Prabodh Kale	01586321	Managing Director
2.	Ms. Prajakta Prabodh Kale	01586299	Non-Executive Director
3.	Mrs. Meenakshi Shrikant Mulmule	11432591	Additional Director
4.	Mr. Manish Tarachand Pande	08712019	Independent Director
5.	Mr. Kushal Sanjay Sabadra	09392436	Independent Director

b. Key Managerial Personnel:

The following person are the Key Managerial Personnel of Company as on 31st March 2026;

Sr. No	Name	DIN/PAN	Designation
1.	Ms. Shweta Prabodh Kale	01586321	Managing Director
2.	Ms. Shweta Prabodh Kale	ANHPK6697F	Chief Financial Officer
3.	Ms. Nikita Suresh Jadwani	AZFPJ2412B	Company Secretary cum Compliance Officer

Note: Ms. Shweta Prabodh Kale ceased to hold the position of Chief Financial Officer of the Company with effect from June 9, 2026. Mrs. Meenakshi Shrikant Mulmule was appointed as the Chief Financial Officer of the Company with effect from June 10, 2026.

c. Change in Director and Key Managerial Personnel:

During the financial year, following changes have been occurred;

Sr No	Name	DIN/PAN	Designation	Appointment / Cessation/ Change in Designation	Date of Appointme nt/ Cessation/C hange in Designation
1.	Ms. Shweta Prabodh Kale	01586321	Managing Director	Change in Designation	28/08/2025
2.	Ms. Namita Prabodh Kale	01586375	Executive Director	Change in Designation	28/08/2025
3.	*Ms. Namita Prabodh Kale	01586375	Executive Director	Cessation	24/11/2025
4.	Mrs. Meenakshi Shrikant Mulmule	11432591	Additional Director	Appointment	23/12/2025

*The Board expresses its deep sorrow at the demise of Ms. Namita Prabodh Kale, Executive Director of the Company, on 24th November, 2025. Consequently, the office of Director held by her became vacant with effect from the date of her demise. The Board, at its meeting held on 22nd December, 2025, took note of the cessation of her directorship. The Board places on record its sincere appreciation and gratitude for her invaluable guidance, dedicated services and significant contribution to the growth and development of the Company during her tenure.

d. Retirement by Rotation of the Directors:

In accordance with the provisions of Section 152 (6) of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Prajakta Prabodh Kale (DIN: 01586299) NonExecutive Director of the Company, retires by rotation and offers herself for the reappointment.

e. Independent Directors:

The Company has received necessary declaration from each independent director under Section 149 (7) of the Companies Act, 2013, that he meets the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and Regulation 16 (1) (b) and 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

4. DISCLOSURE BY DIRECTORS:

The Board confirms that all Directors have made requisite disclosures under the Companies Act, 2013, including declarations in Form MBP-1 pursuant to Section 184(1), intimation in Form DIR-8 under Section 164(2), and declarations regarding compliance with the Companys Code of Conduct.

5. CODE OF CONDUCT:

The Company has laid down a code of conduct for all Board members and Senior Management and Independent Directors of the Company.

All the Board members including Independent Directors and Senior Management Personnel have affirmed compliance with the code of conduct.

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report.

7. CONSOLIDATED FINANCIAL STATEMENT:

The company has no subsidiary, joint venture or associate company. Hence it is not required to prepare any Consolidated Financial Statement.

8. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

The company has no Subsidiary, Associate or Joint Venture.

9. DIVIDEND:

The Board of Directors of the Company have recommended a Final Dividend of Rs. 1.00/- (Rupee One Only) per equity share of Rs. 10/- (Rupees Ten only) each for the year ended March 31, 2026, subject to approval of the Members at the ensuing Annual General Meeting.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders effective April 1, 2020 and the Company is required to deduct tax at source from dividend paid to the Members.

The Board of Directors has formulated and adopted Dividend Distribution Policy. During the year, there have been no changes to the said Policy. The Dividend Distribution Policy is available on the website of the Company at https://www.sprefractories.com/policies .

10. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125 (2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid during the last year.

11. CHANGE IN THE REGISTERED OFFICE OF THE COMPANY:

There was no change in the registered office of the company during the financial year 2025-2026.

12. COMMITTEES OF BOARD:

The Board of Directors in line with the requirement of the act has formed various committees. The detailed terms of reference of the Committee are available on the website of the Company at https://www.sprefractories.com/investor

a. Audit Committee:

The Audit Committee was constituted pursuant to the provisions of Companies Act, 2013 and it consist the following persons:

Name of the Directors	Nature of Directorship	Designation in Committee
Mr. Kushal Sanjay Sabadra	Non-Executive Independent Director	Chairman
Mr. Manish Tarachand Pande	Non-Executive Independent Director	Member
Ms. Shweta Prabodh Kale	Managing Director	Member

All the recommendations made by Audit Committee were accepted by the Board of Directors. The Committee met Four (4) times during the year.

b. Nomination And Remuneration Committee:

The Nomination and Remuneration committee had duly formed in line with the provisions of Section 178 of the Companies Act, 2013. The committee comprises of following persons:

Name of the Directors	Nature of Directorship	Designation in Committee
Mr. Manish Tarachand Pande	Non-Executive Independent Director	Chairman
Mr. Kushal Sanjay Sabadra	Non-Executive Independent Director	Member
Ms. Prajakta Prabodh Kale	Non-Executive Director	Member

All the recommendations made by Committee were accepted by the Board of Directors. The Committee met One (1) time during the year.

c. Stakeholder Relationship Committee:

The Stakeholders Relationship Committee had been duly formed mainly to focus on the redressal of Shareholders/Investors Grievances if any like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non receipt of Annual Report; Dividend Warrants; etc. The Committee met Four (4) times during the year. The committee comprises of following persons:

Name of the Directors	Nature of Directorship	Designation in Committee
Ms. Prajakta Prabodh Kale	Non-Executive Director	Chairman
Mr. Manish Tarachand Pande	Non-Executive Independent Director	Member
Ms. Shweta Prabodh Kale	Managing Director	Member

d. Change in Constitution of Committees:

During the period under review, the Board of Directors reconstituted Audit Committee of the Board in accordance with the provisions of the Companies Act, 2013 and the applicable rules made thereunder.

Accordingly, Ms. Shweta Prabodh Kale was inducted as a Member of the Audit Committee.

13. BOARD EVALUATION:

Pursuant to the applicable provisions of the Companies Act, 2013 and the Companys Evaluation Policy, the Board has carried out an annual performance evaluation of the Board, its Committees, its Directors including the Managing Director, Executive Directors, NonExecutive Directors and Independent Directors for the financial year ended March 31, 2026. The Independent Directors evaluated the performance of the Non-Independent Directors, the Managing Director and the Board as a whole, while the Board, excluding the Director being evaluated, assessed the performance of its Committees and Individual Directors.

The evaluation was based on various parameters including the effectiveness of the Board and its Committees, quality of deliberations, participation and contribution at meetings, strategic guidance, corporate governance practices, business acumen, stakeholder relationship and overall discharge of responsibilities. Based on the outcome of the evaluation, the Board expressed satisfaction with the performance of the Board, its Committees and the Directors during the year under review and remains committed to maintaining high standards of corporate governance and organizational excellence.

14. ANNUAL RETURN:

Pursuant to the provisions of Sections 92 (3) and 134 (3) (a) of the Companies Act, 2013, copy of the Annual Return of the Company have been uploaded on the Companys website https://www.sprefractories.com/ in E-Form MGT-7 for the financial year ended March 31, 2026.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism which also incorporates a Whistle Blower Policy in line with the provisions of the Companies Act, 2013 to report genuine concerns or grievances. The Vigil Mechanism/ Whistle Blower Policy may be accessed on the Companys website at https://www.sprefractories.com .

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the financial year under review, the Company has not entered into any material contracts or arrangements or transactions with related parties which were not at arms length or were not in the ordinary course of business. All transactions with related parties, if any, were in compliance with the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder. Accordingly, the disclosure of particulars of contracts or arrangements with related parties in Form AOC-2 is not applicable.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014. is annexed herewith as ANNEXURE-I. During the year under review, there were no foreign exchange earnings or outgo.

18. AUDITORS:

a. Statutory Auditors:

The Companys Statutory Auditor M/s Sanjay Chindaliya & Co., Chartered Accountants having (Firm Registration No. 114779W) have successfully conducted the statutory audit of Company for the financial year end 31st March, 2026.

M/s Sanjay Chindaliya & Co. Chartered Accountant (FRN: 114779W) were appointed as Statutory Auditors of the Company at Annual General Meeting held on 26th September, 2024 and they shall be holding their office till the conclusion of AGM relevant to financial year 2028-29.

There is no requirement for ratification of auditors in this Annual General Meeting as per the provision of Section 139 of the Companies Act, 2013 as amended.

The notes to accounts referred to in the Auditors Report are self-explanatory and therefore, do not call for any further comments.

b. Secretarial Auditor:

The Secretarial Audit Report as required under section 204 of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in the Form MR-3 is annexed herewith for your kind perusal and information as ANNEXURE-II.

c. Cost Auditor:

The Company does not fall within the purview of section 148 of the Companies Act, 2013 and hence, it is not required to appoint a cost auditor for the financial year 2025-2026.

d Internal Auditor:

M/s. Satish Laddhad & Co., Chartered Accountants, Nagpur, shall continue to be an Internal Auditor of the Company, pursuant to Section 138 of the Companies Act, 2013 to ensure the routine internal audits and controls.

19. MANAGERIAL REMUNERATION:

The Company has paid managerial remuneration during the financial year 2025-26 and the details of the same are disclosed in Management Discussion and Analysis Report (MDAR) annexed to this report as Annexure IV.

20. NOMINATION AND REMUNERATION POLICY:

The Companys policy on the appointment and remuneration of Directors and Key Managerial Personnel provides a framework based on which our human resources management aligns their recruitment plans for the strategic growth of Company.

21. REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143 (12) of the Companies Act, 2013.

22. LOANS, GUARANTEES AND INVESTMENTS:

During the year under review the Company has not given any long-term loan and advances and has not made any investment under Section 186 of the Companies Act, 2013.

23. DEPOSITS:

The company has not invited or accepted any deposits from the members as well as public during the year ended March 31, 2026. There were no unclaimed or unpaid deposits as on March 31, 2026.

24. DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company is committed to providing a safe, inclusive, and respectful workplace for all its employees and follows a zero-tolerance approach towards any form of sexual harassment. The Company endeavours to uphold the safety, dignity, and well-being of every individual associated with it and ensures a work environment free from discrimination and harassment.

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and other applicable laws, the Company has implemented a comprehensive Policy on Prevention of Sexual Harassment at Workplace. The Policy provides a framework for prevention, prohibition, and redressal of complaints relating to sexual harassment and establishes appropriate mechanisms for addressing such matters with fairness, sensitivity, and confidentiality.

All complaints received under the Policy are dealt with in a fair, impartial, and confidential manner, ensuring protection of the privacy and reputation of all concerned parties. Based on the outcome of the inquiry, appropriate corrective and disciplinary actions are taken, wherever warranted, in accordance with the provisions of the Policy and applicable laws.

The Company continues to promote awareness and prevention through regular employee training programmes, induction sessions for new employees, awareness initiatives, and periodic communications to reinforce expected standards of professional conduct.

During the financial year 2025-26, the Company did not receive any complaints relating to sexual harassment.

The Company remains committed to continuously strengthening its practices and initiatives to ensure a safe, equitable, and harassment-free workplace for all employees, trainees, associates, and other stakeholders.

25. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

26. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTACY CODE 2016:

During the financial year under review, there were no applications are made or proceeding were pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

27. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the Financial year under review, there were no one time settlement of Loans taken from Banks and Financial institutions.

28. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND SECRETARIAL AUDITORS IN THEIR REPORTS:

There were no comments on qualifications, reservations or adverse remarks or disclaimers made by the statutory auditor and secretarial auditor in their reports.

29. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The Company had 07 (Seven) Board meetings during the financial year under review. in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the minutes book kept by the Company for the purpose. The intervening period between the Board Meetings were well within the maximum time between the two meetings prescribed under section 173 of the Companies Act, 2013

Further, the Directors state that the applicable secretarial standard i.e. SS-1 relating to ‘Meeting of the Board of Directors has been duly followed by the Company.

Sr. No.	Date of Meeting	Total No. of Directors on the Date of Meeting	No. of Directors attended	% of Attendance
1	19.05.2025	5	5	60.00%
2	17.06.2025	5	5	80.00%
3	15.07.2025	5	5	100.00%
4	18.09.2025	5	5	80.00%
5	14.11.2025	5	5	100.00%
6	22.12.2025	5	5	100.00%
7	18.02.2026	5	5	100.00%

30. GENERAL MEETING:

The Company had One (1) General meeting during the financial year under review.

The Directors state that the applicable secretarial standard i.e. SS-2, relating to ‘General Meeting, has been duly followed by the Company.

Sr. No.	Type of Meeting	Date of Meeting
1	Annual General Meeting	28.08.2025

31. SIGNIFICANT AND MATERIAL ORDERS:

During the year under review, no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

32. DETAILED REASON OR REPORT ON REVISION OF FINANCIAL STATEMENTS:

There is no revision of financial statement. Hence, it is not applicable to your company.

33. CAPITAL STRUCTURE:

During the year under consideration, the Company has not changed its capital structure and the authorized and paid-up share capital as on 31st March 2026 stands as follow:

The Authorized Share Capital of the Company is Rs. 1,85,00,000 (Rupees One Crore Eighty- Five Lakhs Only) divided into 1850000 (Eighteen Lakhs Fifty Thousand) Equity Shares of Rs. 10/- each.

During the F.Y. 2025-2026, the Paid-up Share capital of the Company stands as Rs. 1,78,95,000 (Rupees One Crore Seventy-Eight Lakhs Ninety-Five Thousand Only) divided into 1789500 (Seventeen Lakhs Eighty-Nine Thousand and Five Hundred) Equity Shares of Rs. 10/- each.

34. SHARES:

i. Issue of equity shares with differential rights:

The Company has not issued any equity shares with differential rights during the year under review.

ii. Issue of sweat equity shares:

The Company has not issued any sweat equity shares during the year under review.

iii. Details of employee stock options:

The Company has not issued any Employee Stock Options during the year under review.

iv. Shares held in Trust for the benefit of employees where the voting rights are not

exercised directly by the employees:

The Company does not held any shares in trust for the benefit of employees where the voting rights are not exercised directly by the employees during the year under review.

v. Issue of Debentures, Bonds or Any Non-Convertible Securities:

The Company has not issued any debentures, bonds or any non-convertible securities during the year under review.

vi. Issue of Warrants:

The Company has not issued any warrants during the year under review.

35. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate and efficient internal and external control system, which provides protection to all its assets against loss from unauthorized use and ensures correct reporting of transactions.

The internal control systems are further supplemented by internal audits carried out by the respective Internal Auditors of the Company and Periodical review by the management. The Company has put in place proper controls, which are reviewed at regular intervals to ensure that transactions are properly authorized, correctly reported and assets are safeguarded.

36. MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 is not required by the Company and accordingly such accounts and records have not been made and maintained.

37. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135 (1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

38. PARTICULARS OF EMPLOYEE:

Disclosure pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 read with rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, are given in the Annexure-III forming part of this report.

39. CORPORATE GOVERNANCE:

As a good corporate governance practice the Company has generally complied with the corporate governance requirements. Our disclosures seek to attain the best practices in corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

As our company has been listed on EMERGE Platform (SME) of NSE Limited, therefore by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E of schedule V are not applicable to the company.

Hence, corporate governance report does not form a part of this Board Report, though we are committed towards best corporate governance practices.

40. DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors state that:

a In the preparation of the annual financial statements for the year ended March 31, 2026, the applicable accounting standards have been followed with no material departures;

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

c The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors have prepared the annual financial statements 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 operating effectively; and

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

41. RISK MANAGEMENT:

Your Board has adopted a well-defined process for managing its risks on an ongoing basis and for conducting the business in a risk conscious manner. The Company has a structured and comprehensive Risk Management Frame work under which the risks are identified, assessed, monitored and reported as a part of normal business practice.

The Risk Management System is fully aligned with the corporate and operational objectives. There is no element of risk which in the opinion of the Board may threaten the existence of the Company.

42. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34 and schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Managements discussion and analysis report is annexed in Annexure-IV

43. WEBSITE:

The Company is maintaining its functional website and the website contains basic as well as investors related information. The link of website is https://www.sprefractories.com/ .

44. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT 2013:

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2026 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the softwares and the audit trail feature has not been tampered with and the audit trail has been preserved by the company as per the statutory requirements for record retention.

45. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE 9 OF THE COMPANIES ACT 2013:

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations.

The company has proposed and appointed a Designated person in a Board meeting and the same has been reported in Annual Return of the company.

46. FRAUD REPORTING:

During the Financial Year 2025-26, there have been no instances of frauds reported by the Auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the Company or to the Central Government.

47. COMPLIANCE WITH SECRETARIAL STANDARD:

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

48. ACKNOWLEDGEMENT:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors
SP Refractories Limited
Sd/-	Sd/-
Name: Shweta Prabodh Kale	Name: Prajakta Prabodh Kale
Designation: Managing Director	Designation: Director
DIN:01586321	DIN:01586299
Date: 19.08.2026
Place: Nagpur