SRU Steels Ltd Directors Report

To,

The Members, SRU Steels Limited,

Our Directors have pleasure in presenting the Thirty First (31^st) Annual Report on the business and operations of your Company together with the audited accounts for the financial year ended March 31, 2026.

1. FINANCIAL SUMMARY/ PERFORMANCE OF THE COMPANY:

(Rs. In Thousand)

PARTICULARS	For the financial year ended March 31, 2026	For the financial year ended March 31, 2025
Revenue from Operation
	3,04,046	2,53,437
Other Income	2,124	2,642
Total Revenue	3,06,170	2,56,079
Finance Cost	1	3
Total Expenses other than Finance Cost
	3,13,378	2,60,667
Profit before exceptional and extraordinary
items and tax	(7,210)	(4,590)
Exceptional Item	0	0
Profit before Tax	(7,210)	(4,590)
Less: Current Tax	17	0
Deferred Tax	(32)	(2)
Net Profit/ Loss For the Year	(7,194)	(4,588)
Other Comprehensive Income	(5,137)	(12,357)
Total Comprehensive Income for the year, net
of Tax	(12,332)	(16,945)
Earning Per Share(EPS)
Basic	(0.12)	(0.08)
Diluted	(0.12)	(0.08)

2. WORKING PERFORMANCE REVIEW:

During the year under review, the Company has earned revenue from operation of Rs. 30,40,46,000 as against the previous years revenue from operation of Rs. 25,34,37,000. The Company incurred Loss of Rs. (7,194) against Net loss of Rs. (4,588) in the previous year.

3. LISTING OF SECURITIES:

The Equity shares of the company are presently listed only on BSE Limited.

4. TRANSFER TO RESERVE:

During the year the company has not proposed to transfer any amount to the General Reserve.

5. SHARE CAPITAL

The issued, subscribed, paid up equity capital as on March 31, 2026 was Rs. 59,93,92,500 divided into 5,99,39,250 shares of Rs. 10 each. The Authorized Capital of Company is Rs. 62,50,00,000 divided into 6,25,00,000 shares of Rs. 10 each. Further, the company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

6. DIVIDEND:

Your directors have considered it financially prudent in the long-term interest of the Company to reinvest the profits in the business of the Company to build a strong reserve base and grow the business of the Company. No final dividend has therefore been recommended for the year ended March 31, 2026.

7. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate "Annexure-III", together with the Certificate from the auditors of the

Company regarding compliance with the requirements of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year and the date of this report.

9. PERFORMANCE AND FINANCIAL POSITION OF ASSOCIATE COMPANIES

As per Companies Act, 2013 and as on 31^st March, 2026 the company is neither having any Subsidiary Company u/s 2(87) nor any Associate Company u\s 2(6) and hence, do not call for any disclosure under this head.

10. INDIAN ACCOUNTING STANDARDS (IND AS):-

The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazette dated February 16, 2015, notified the Indian Accounting Standard (Ind As) and Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts)

Rules, 2014. The Company has adopted Indian Accounting Standards ("Ind AS") from April 01, 2017

(transition date to Ind AS is April 01, 2016) and the financial Statements have been prepared in accordance with recognition and measurement principal of Indian Accounting Standards ("Ind AS") as prescribed under the Companies (Indian Accounting Standards) Rules, 2015, as specified in section 133 of the Companies Act, 2013.

The Annual Accounts for the year ended 31^st March, 2026 have also been prepared in accordance with Indian Accounting Standard (Ind AS).

11. ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 in Form MGT-9 is available on website of the Company i.e. www.sru-steels.com.

12. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that: In the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

a) 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.

b) 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;

c) The Directors have prepared the annual accounts on a going concern basis;

d) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

e) 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.

13. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY / INTERNAL FINANCIAL

CONTROLS:

The directors has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of financial statements.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Auditor is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

14. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

15. DIRECTORS AND KEY MANAGERIAL PERSON

During the Year under review, the following changes have taken place in the Directors & KMPs of the Company. In compliance with the provisions of Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and Companies (Appointment and Qualification of Directors) Rules, 2014 (including any Statutory modification(s) or re-enactment thereof for the time being in force) and Regulation 17 of SEBI (LODR) Regulation 2015, the composition of Board of Director and Key Managerial Personnel are as follows:

S. No. Key Managerial Person Name	DIN/ PAN	Designation	Date of Appointment	Date of Cessation
1. Mr. Vijay Sureshbhai Makvana	11021700	Executive Managing Director and CFO	31-03-2025	13-11-2025
2. Mr. Meet Harshadbhai Govani	10823080	Executive Managing Director and CFO	04-11-2024	19-04-2025
3. Mr. Ravi Maheshkumar Sinojiya	10859068	Non-Executive Non Independent Director	10-12-2024	19-04-2025
4. Mr. Akhil Arora	11329665	Executive Managing Director	29-10 -2025	--
5. Mr. Anand Singh	11329642	Non-Executive - Non Independent Director	29-10-2025	--
6. Ms. Meenu Jain	07072779	Non-Executive - Independent Director	13-10-2025	--
7. Mr. Naveen Sharma	10659785	Non-Executive - Independent Director	13-10-2025	--
8. Mr. Akhil Arora	11329665	CFO	13-11-2025	--
9. Mr. Himanshu Rajeshkumar Vyas	10867339	Non-Executive - Independent Director	18-12-2024	13-10-2025
10. Ms. Kairavi Lalitbhai	10849564	Non-Executive -	18-12-2024	13-10-2025
11. Vadodariya Mr. Manish	11021716	Independent Director Non-Executive - Non	31-03-2025	28-10-2025
Manojbhai Rathod		Independent Director
12. Mr. Dharmik Atulbhai Rojasara	10846907	Non-Executive - Independent Director	18-12-2024	13-11-2025

16. CHANGE IN NATURE OF BUSINESS

The Company, is engaged in the business of manufacturing, processing, trading, importing, exporting and dealing in textiles, metals, machinery, agricultural produce, consumer and industrial products and allied goods. It may also undertake agriculture, infrastructure, real estate, recycling, waste management and related service activities. There is no change in the nature of business during the year under review.

The management is committed to strengthening the Companys operational efficiency, expanding its business activities, and ensuring sustainable growth while maintaining regulatory compliance and safeguarding stakeholders interests.

17. PROMOTER RECLASSIFICATION DURING THE YEAR

During the year under review, the Company has received approval from Bombay Stock exchange vide letter dated May 08, 2025 for reclassification of following promoter from "Promoter" category to "Public" category:

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

18. DECLARATION BY INDEPENDENT DIRECTORS:

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16(1)(b) of Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force).

19. MEETINGS OF THE BOARD OF DIRECTORS

The following Meetings of the Board of Directors were held during the Financial Year 2025-26:

S. No.	Date of	Board Strength	No. of Directors	% of Attendance
	Meeting		Present
1.	21-04-2025	5	5	100%
2.	28-05-2025	5	5	100%
3.	12-08-2025	5	5	100%
4.	13-10-2025	5	5	100%
5.	29-10-2025	6	6	100%
6.	13-11-2025	4	4	100%
7.	19-02-2026	4	4	100%
8.	20-02-2026	4	4	100%
9.	20-03-2026	4	4	100%

20. FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and other applicable legal provisions, if any, annual performance evaluation of Board was carried out by Independent Directors in their separate meeting. Further, evaluation of the committees was carried out by the Board. The performance evaluation of all the Directors was carried out individually by the Nomination and Remuneration Committee and in addition to it, performance evaluation of executive directors was also carried out by the Independent Directors at their separate meeting.

21. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 read with the rules issued there under, Regulation 17(10) of the Listing Regulations and the circular issued by SEBI dated 5^th January, 2017 with respect to Guidance Note on Board Evaluation, the evaluation of the annual performance of the Directors/Board/Committees was carried out for the financial year 2025-26.

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under SEBI (Listing Obligation and

Disclosure Requirements) Regulation 2015. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of Non-Independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

22. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Directors will be introduced to all the Board members and the senior management personnel such as Chief Financial Officer, Company Secretary and various Department heads individually to know their roles in the organization and to understand the information which they may seek from them while performing their duties as a director and meeting may be arranged for the Independent Directors with aforesaid officials to better understand the business and operation of the Company.

As a part of continuous updating and familiarization with the Company, every Independent Director will be taken for visits to the factory or manufacturing units and other branch of the company where the officials of the various departments apprise them of the operational and sustainability aspects of the plants to enable them to have full understanding on the activities of the Company and initiatives taken on safety, quality etc. The Company may also circulate news and articles related to the industry from time to time and may provide specific regulatory updates.

23. AUDITOR:

M/s. BMGS & Associates, Chartered Accountants (Firm Registration No.: 026886N) were appointed as Statutory Auditors of the company to fill the casual vacancy of previous auditor with effect from 19^th February, 2026.

However, M/s. BMGS & Associates, Chartered Accountants, (Firm Reg. No. 026886N) Statutory Auditor of the Company vide letter dated 26.08.2026, has tendered their resignation as Statutory Auditor.

Further, M/s Bihari Shah & Co., Chartered Accountants (Firm Registration No. 119020W) appointed as the Statutory Auditor of the Company to fill up the casual vacancy caused by the resignation of M/s. BMGS & Associates, Chartered Accountants, (Firm Reg. No. 026886N) w.e.f. 31^st August 2026.

Furthermore, M/s. Bihari Shah & Co., Chartered Accountants (Firm Registration No. 119020W) is appointed as statutory auditor of the company in the 31^st Annual General Meeting to be held on 30^th September, 2026 for a term of Five Consecutive Years from 2026-27 to 36^th Annual General Meeting 2030-31.

Further, the Company has received a written Certificate of eligibility cum Consent letter to the effect that their re-appointment, if made, would be in accordance with the conditions prescribed in section 139 and 141 of the Companies Act 2013 and rules made thereunder. Members are requested to consider their appointment.

AUDITORS REPORT:

M/s. Bihari Shah & Co., Chartered Accountants (Firm Registration No. 119020W) have audited the Financial Statements for the year ended 31^st March, 2026. The auditor has issued a qualified Audit Report.

The basis of Qualified Opinion:

Particulars	Audit Qualification	Management Response
Inability to Verify Inventory (Scope Limitation)	The management has not provided any confirmation, representation, or physical verification records regarding the inventory (stock) as of March 31, 2026. Consequently, we were unable to perform alternative audit procedures to obtain sufficient appropriate audit evidence regarding the existence, condition, and valuation of the inventory. We are unable to determine whether any adjustments to these amounts were necessary.	A new management team has recently assumed control and is currently evaluating the results of a newly conducted physical verification exercise.
Non-Provision of Interest Expense (Ind AS Departure)	The Company has availed unsecured loans from various entities and individuals; however, it has not provided for interest on these unsecured loans. This non-recognition of interest expense is a departure from Ind AS 109. Had the interest been recognized, the financial liabilities would have been higher, and the reported profit would have been correspondingly lower.	The management is actively obtaining formal balance and interest confirmations from the respective entities/individuals to determine the exact liability.
Non-Recognition of Interest Income (Ind AS Departure)	The Company has granted loans and advances to various entities and individuals but has failed to recognize interest income on these disbursements. This departure from Ind AS 109 means that, had the interest been accrued, the financial assets and reported profit would have been higher.	A complete review and reconciliation of all outstanding loans and advances is scheduled to be executed in the upcoming financial year.

24. SECRETARIAL AUDITORS REPORT:

In terms of Section 204(1) of Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Vishakha Agrawal & Associates, Practising Company Secretaries, Indore as the Secretarial auditor of the Company for the financial year ending 31^st March, 2026.

The Secretarial Audit Report submitted by Mrs. Vishakha Agrawal of M/s Vishakha Agrawal & Associates, Practising Company Secretaries in prescribed format in MR-3 to the shareholders of the Company is annexed to this Report as "Annexure-A".

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

(A) The BSE has imposed penalty of Rs. 29,500 for Late submission of financial results for the quarter ended December 2025 by 5 days under Regulation 33 of SEBI (LODR) Regulations, 2015. As informed by the company, the delay was due to resignation of auditor and denial of previous auditor to give the audit report for the quarter ended 31^st December 2025.

(B) The Company has delayed in disclosure of timely information w.r.t. Outcome of Board meeting of the Company under Regulation 30 of SEBI (LODR) Regulations, 2015.

(C) The Company has delayed in approval and submission of Audited Financial Results for the quarter and financial year ended 31^st March 2026 under Regulation 33 of SEBI (LODR) Regulations, 2015.

25. MANAGEMENT RESPONSE:

The Management has duly taken note of the observations made in the Secretarial Audit Report. The delay in submission of results and their failure to submit the audit report/ limited review, the delay was due to resignation of auditor and denial of previous auditor to give the audit report for the quarter ended 31^st December 2025. The Company had to take the report from the new auditor. Further, the company shall pay the fine amount.

The Management has initiated suitable steps to address the concerns raised and is committed to ensuring full compliance with the applicable provisions of law and strengthening internal processes to avoid recurrence of such observations in future.

26. BUSINESS RISK MANAGEMENT:

The Management has implemented business risk management policy. At present the company has not identified any element of risk which may threaten the existence of the company. The Company has Risk Management Policy to report genuine concerns or grievances of directors and employees and to deal with instance of fraud and mismanagement, if any.

27. CONSERVATION OF ENERGY:

Company ensures that the operations of the company are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

No specific investment has been made in reduction in energy consumption equipment.

As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

No steps have been taken for by the company for utilizing alternate sources of energy.

The Information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)

Rules, 2014 is enclosed as "Annexure-I" and forms part to this report.

28. TECHNOLOGY ABSORPTION:

Companys operations are conducted by using in-house know how and no outside technology is being used for operating activities. Therefore, there is no outside technology absorption in the company. The Company has not incurred expenditure on research and development activities during the year.

29. FOREIGN EXCHANGE EARNINGS AND OUT-GO:

During the period under review there was no foreign exchange earnings or out flow.

30. PARTICULARS OF EMPLOYEES:

Section 197 of companies act, 2013 read with rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, are not applicable to company as no employee of company is in receipt of remuneration exceeding the limit as mentioned in relevant provision.

31. BOARD COMMITTEE:

Pursuant to Section 178 of the Companies Act, 2013, Company had constituted the following Board Committees:

1. Audit Committee;

2. Nomination and Remuneration Committee; and

3. Stakeholders Relationship Committee;

The composition of all Committees has been stated under Corporate Governance Report forming an integral part of Annual Report

32. AUDIT COMMITTEE:

The Audit Committee Comprises of Two (02) Non-Executive Independent Director and One (01) Non-Executive - Non Independent Director:

- Mr. Naveen Sharma - Ms. Meenu Jain - Mr. Anand Singh

All recommendations made by the Audit Committee were accepted by the Board.

The Committee inter alia reviews Internal Control Systems and reports of Internal Auditors and compliance of various regulations. The Committee also reviews at length the Financial Statements before they are placed before the Board of Directors of the company.

33. STAKEHOLDERS RELATIONSHIP COMMITTEE

Stakeholders relations have been cordial during the year, as a part of compliance, your Company has Stakeholders Relationship Committee to consider and resolve the grievances of security holders of your Company. There were no grievances pending as on 31^st March, 2026. A confirmation to this effect has been received from your Companys Registrar and Share Transfer Agent.

34. NOMINATION, REMUNERATION AND EVALUATION POLICY:

The Board has on recommendation of the Nomination and Remuneration Committee has framed a policy for selection and appointment of Directors, Senior Management and their remuneration and the evaluation. The Nomination and Remuneration Policy is forming part of Directors Report as "Annexure 4".

35. PARTICULARS OF LOANS, GUARANTEES OR/AND INVESTMENTS:

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Financial Statement.

36. DISCLOSURE REQUIREMENTS:

-As per the Provisions of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 entered into with the stock exchanges, corporate governance report with auditors certificate there on and management discussion and analysis are attached, which form part of this report.

-Details of the familiarization program of the independent directors are available on the website of the Company (www.sru-steels.com).

-The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act. The whistle blowing Policy is available on the companys website at www.sru-steels.com

37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, AND REDRESSAL) ACT, 2013

Our Company is committed to provide the healthy environment to all its employees, the company has in place a Prevention of the Sexual Harassment Policy and an Internal complaints redressal mechanism as per the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

There was no complaint received from any employee during the financial year 2025-26, hence no complaints are outstanding as on 31.03.2026.

38. RELATED PARTY TRANSACTIONS:

None of the transaction with related parties (related to business) falls under the scope of Section 188(1) of the Act, Information on transactions with related parties pursuant to section 134 (3) (h) of the Act read with rule 8(2) of Companies (Accounts) Rules, 2014 are given in "Annexure II" in Form AOC-2 and same forms part of this report.

39. FIXED DEPOSITS/ DEPOSITS:

During the year under review your Company has not accepted or invited any fixed deposits from the public and there were no outstanding fixed deposits from the public as on the Balance Sheet date.

Our Company has not accepted deposit from the public falling with in the ambit of Section 73 of the Companies Act, 2013 along with Companies (Acceptance of Deposits) rules, 2014.

40. DISCLOSURE UNDER SECTION 164 (2):

None of the Directors of your Company are disqualified from being appointed as Directors as specified under Section 164(2) of the Companies Act, 2013.

41. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS:

During the financial year 2025-26, there were no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of your Company and its future operations.

42. PARTICIPATION IN THE GREEN INITIATIVE:

Our Company continues to wholeheartedly participate in the Green Initiative undertaken by the Ministry of Corporate Affairs (MCA) for correspondences by Corporate to its Members through electronic mode. All the Members are requested to join the said program by sending their preferred e-mail addresses to their Depository Participant.

43. CODE OF FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION AND CODE

OF CONDUCT UNDER SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015

Pursuant to Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015 the Board to Directors has formulated and adopted the "Code of Practices and Procedures for fair Disclosure of Unpublished Price Sensitive Information" (Code of Fair Disclosure) of the Company.

The Board has also formulated and adopted "Code of Conduct for Prohibition of Insider Trading" (Code of

Conduct) of the company as prescribed under Regulation 9 of the said Regulation.

44. ACKNOWLEDGEMENTS:

The Board of Directors of your Company acknowledges their sincere appreciation for the support extended by the statutory authorities, the stock exchanges, advisors, shareholders and staff of the Company for the valuable assistance, support and co-operation extended to the Company and continuous support and faith reposed in the Company.