Surani Steel Tubes Ltd Directors Report

To,

The Members of

Surani Steel Tubes Limited ("The Company")

Dear Members,

The Directors of your Company are pleased to present the 13th Annual Report on the business and operations of the Company and the Audited Financial Statements for the Financial Year ended March 31, 2025 ("the F.Y.").

COMPANY OVERVIEW:

Incorporated in July 2012, Surani Steel Tubes Limited is a leading manufacturer and supplier of high-quality ERW pipes and steel tubes. The company stands on a solid foundation built by decades of experience in the steel industry. Our core strength lies in the expertise of seasoned professionals from the steel manufacturing sector, who serve as the driving force behind our commitment to excellence.

Managed by a team of industry veterans with deep domain knowledge in ERW MS pipes and steel tubes, Surani Steel Tubes Limited combines cutting-edge technology, advanced manufacturing facilities, and the optimal use of premium resources. This strategic approach enables us to consistently meet the evolving demands of various industrial sectors, reinforcing our position as a trusted and innovative steel solutions provider.

FINANCIAL HIGHLIGHTS:

The highlights of the nancial performance of the Company for the F.Y 2024-25 as compared to the previous nancial year are as under: -

Particulars	Consolidated		Standalone
	For the Financial Year March 31, 2025	For the Financial Year March 31, 2024	For the Financial Year March 31, 2025	For the Financial Year March 31, 2024
Revenue from Operations	22500.38	15513.54	22500.38	15513.54
Other Income	238.26	79.13	238.26	79.13
Total revenue	22738.64	15592.68	22738.64	15592.68
Operating Pro t (Before Finance Cost and Depreciation & Amortization)
Less: Finance Cost	1.76	10.70	1.76	10.70
Pro t before Depreciation & Amortization
Less: Depreciation & Amortization	79.80	47.64	79.80	47.64
Pro t before Exceptional and Extraordinary item and Tax	294.51	60.46	294.51	60.46
Less: Exceptional items	277.98	0.00	277.98	0.00
Pro t before Tax	16.53	60.46	16.53	60.46
Less/(Add): Current Tax	-	9.43	-	9.43
Less/(Add): MAT credit Entitlement	-	(9.43)	-	(9.43)
Less/(Add): Deferred Tax liability/(Assets)	(50.70)	(10.42)	(50.70)	(10.42)
Less/(Add): Prior period tax Adjustment	(32.04)	20.77	(32.04)	20.77
Pro t after Tax	48.56	50.11	48.56	50.11
Earnings Per Share
Basic	0.38	0.56	0.38	0.56
Diluted	0.38	0.44	0.38	0.44

OPERATIONAL/FINANCIAL PERFORMANCE:

Revenue from operations for F.Y. 2024-25 is Rs. 22500.38 Lakhs as compared to Rs. 15513.54 Lakhs in the previous year, and Pro t after Tax (PAT) is Rs. 48.56 Lakhs as compared to Rs. 50.11 Lakhs in the previous year.

A comprehensive review of the Companys operations, nancial performance, and key business developments is provided in the Management Discussion and Analysis, which forms an integral part of this Annual Report.

TRANSFER TO RESERVES:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the Company has not proposed to transfer any amount to general reserves account of the company during the year under review.

The closing balance of reserves, including retained earnings, of the Company as at March 31, 2025 is Rs. 10628.50 Lakhs.

CHANGE IN THE NATURE OF BUSINESS:

The Company did not commence any new business nor discontinue/sell or disposed o any of its existing businesses and also did not hive o any segment or division during the nancial year. The Company has incorporated a wholly owned subsidiary Company namely SSTUK Limited in the United Kingdom. However, there has been no change in the nature of business carried on by the Companys subsidiary during the year under review.

DIVIDEND:

In view of the Companys strategic focus on reinvestment for future growth and expansion, the Board of Directors has not recommended any dividend on the equity share capital for the nancial year 2024 25.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

As required under the provision of the Section 124 & 125 and other applicable provisions of the Act, dividends that remain unpaid / Unclaimed for a period of consecutive 7 years, are required to be transferred to the account administered by the Central Government viz. Investor Education and Protection Fund ("IEPF"). Further, according to the said Rules, the shares on which Dividend has not been encashed or claimed by the Members for 7 consecutive years or more shall also be transferred to the Demat account of the IEPF Authority. In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 / Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, there were no amounts or shares requiring transfer to Investor Education and Protection Fund during the year 2024-25.

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

There are no material changes and commitment a ecting nancial position of the Company which has occurred between the end of the nancial year of the Company i.e. March 31, 2025 and the date of this Report.

CHANGE IN SHARE CAPITAL

Authorised Share Capital

The authorised share Capital of the Company as on March 31, 2025 was Rs. 25,00,00,000/- (Rupees Twenty ve crores only) divided into 2,50,00,000 (Two Crore Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each.

Paid-up Share Capital

The Paid-Up Capital as on March 31, 2025 stands at Rs. 15,54,80,360/- (Rupees Fifteen Crores Fifty Four Lakhs Eighty Thousand Three Hundred Sixty only) divided into 1,55,48,036/- (Rupees One Crore Fifty Five Lakhs Forty Eight Thousand Thirty Six only) equity shares of Rs.10 /- each.

During the year, the Company has allotted 49,14,036 (Forty Nine Lakhs Fourteen Thousand Thirty Six only) equity shares having face value of Rs. 10/- each on account of exercise of conversion option by warrants holders, non-promoter, public category.

As a result, the paid-up share capital of the Company increased from Rs. 10,63,40,000/- (Rupees Ten Crores Sixty Three Lakhs Forty Thousand only) divided into 1,06,34,000/- (One Crore Six Lakh Thirty Four Thousand only) to Rs. 15,54,80,360/- (Rupees Fifteen Crores Fifty Four Lakhs Eighty Thousand Three Hundred Sixty only) divided into 1,55,48,036/- (Rupees One Crore Fifty Five Lakhs Forty Eight Thousand Thirty Six only) equity share of Rs.10 /- each.

Out of total 49,14,036 equity shares the Listing and Trading approval for 22,03,106 (Twenty Two Lakhs Three Thousand One Hundred Six) equity shares were received in FY 2024-25 and the balance 27,10,930 (Twenty Seven Lakh Ten Thousand Nine Hundred Thirty) equity shares got Listing and Trading approval post closure of FY 2024-25 with NSE.

STATUS OF CONVERTIBLE WARRANTS AND UTILISATION OF FUNDS:

Pursuant to the applicable provisions of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, Preferential Issue Committee at its meeting held July

04, 2023 made allotment of 72,64,036 (Seventy Two Lakhs Sixty Four Thousand and Thirty Six only) Fully Convertible Warrants having face value of Rs.10/- each at a premium of Rs. 125/- per warrants carrying a right to subscribe to one Equity Share per Warrant, for cash at an issue price of Rs. 135/- (Rupees One Hundred Thirty Five only) per warrant by way of preferential allotment to Non-Promoter, Public Category.

Shareholders may please note that out of total issue size of 72,64,036 warrants 23,50,000 warrant were converted in the previous year 2023-24 and remaining warrant holders holding 49,14,036 warrants have exercised their option for conversion of warrant into equity shares and preferential issue was successfully completed on January 03, 2025 in compliance with Regulation 162 of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.These equity shares rank pari passu in all respects with the existing equity shares of the Company and carry identical rights and entitlements. The funds raised through warrant conversions and preferential allotments were strategically deployed towards the purposes stated in the o er documents. All the warrants got converted into equity shares within the given conversion period.

SWEAT EQUITY SHARES:

During the Financial Year no shares were issued as Sweat Equity Shares under any Scheme.

DIFFERENTIAL VOTING RIGHTS

The Company does not have Equity shares with di erential voting rights and have not issued any shares with di erential voting rights during the Financial Year 2024-25.

EMPLOYEE STOCK OPTIONS

During the Financial Year 2024-25 no shares were issued as the Employee Stock Options to the employees of the Company under any scheme.

LISTING INFORMATION:

The Equity Shares of the Company are listed in SME segment with the National Stock Exchange Limited (Emerge Platform). The Annual Listing fee for the year 2025-26 has been paid. The ISIN No. of the Company is INE01ZJ01015.

DEPOSITS:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet as per section 73 and 74 of the companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earning: Rs. Nil Foreign Exchange Outgo: Rs. Nil

COMPOSITION OF BOARD OF DIRECTORS:

As at the nancial year ended March 31, 2025, the Board of Directors of the Company comprised of optimum combination of Executive and Non-Executive Directors including one Women Director and not less than fty percent (50%) of the Board of Directors comprised of Independent Directors and is in conformity with the provisions of the Companies Act, 2013 and as per Regulation 17 of the Listing Regulations.

The Board structure of the Company comprises of following Directors and KMP as on March 31, 2025:

DIN/ PAN	NAME	DESIGNATION
00156801	Mr. Vijay Singla	Managing Director
00549795	Mr. Chetan Singla	Joint Managing Director
10087877	Ms. Pavni Singla	Whole-time Director
10124839	Ms. Sangeeta Mehtani	Independent Director
10119925	Mr. Gurpreet Singh Bhatia	Independent Director
10132246	Mr. Kailash Garg	Independent Director
*****7352P	Ms. Pavni Singla	Chief Financial O cer (CFO)
*****5287P	Mr. Mohinder Singh*	Company Secretary (CS)

None of the Directors on the Board of the Company as stated above for the Financial Year ended March 31, 2025 have been debarred or disquali ed from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate A airs or any such other Statutory Authority. The certi cate for non-disquali cation is attached as Annexure-I.

KEY MANAGERIAL PERSONNEL (KMP)

During the nancial year under review, there were no changes to the Key Managerial Personnel of the Company.

Pursuant to the provisions of Section 2(51) and Section 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel (KMP) of the Company:

Mr. Vijay Singla, Managing Director

Mr. Chetan Singla, Executive Director (Jt. Managing Director)

Ms. Pavni Singla, Executive Director & CFO

Mr. Mohinder Singh, Company Secretary* *Resigned with e ect from August 02, 2025.

During the nancial year under review, none of the Directors and Key Managerial Personnel of the Company had any material pecuniary relationship or transactions with the Company other than remuneration, sitting fees.

DIRECTORS LIABLE TO RETIRE BY ROTATION AND BE ELIGIBLE TO GET RE-APPOINTED:

Pursuant to the provisions of section 152(6) and other applicable provisions of the Companies Act, 2013, Ms. Pavni Singla (DIN: 10087877) Whole-time Director is liable to get retire by rotation at the ensuing 13th AGM, and being eligible to get re-appointed as Director of the Company in the ensuing AGM of the Company. Accordingly, requisite resolution shall form part of the Notice convening the AGM. The Directors recommend her re-appointment for your approval. A brief resume and particulars relating to her is given separately as an annexure to the AGM Notice.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS AND DISCLOSURE:

In terms of Regulation 25(8) of SEBI Listing Regulations, Independent Directors have con rmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board of Directors has con rmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations and that they are independent of the management. As required under Rule 6 of the Companies (Appointment and Quali cation of Directors) Rules, 2014, all the Independent Directors have completed the registration with the Independent Directors Databank well within stipulated time frame and hold valid certi cate of registration.

All the Independent Directors have con rmed to the Board that they meet the criteria of independence as speci ed under Section149(6) of the Act and that they qualify to be Independent Directors pursuant to the Rule 5 of the Companies (Appointment and Quali cation of Directors) Rules, 2014.

The con rmations were placed before and noted by the Board.

NUMBER OF BOARD MEETINGS AND ATTENDANCE:

The Board meets at regular intervals to discuss and take a view on the Companys policies and strategy apart from other Board matters. The notice for the board meetings is given well in advance to all the Directors.

During the Financial year ended March 31, 2025, the Board meetings were held on the following dates as mentioned in the table:

Sr. No.	Date of Board Meeting	Board Strength	No. of Directors Attended
1	28.05.2024	6	6
2	14.08.2024	6	6
3	06.09.2024	6	6
4	10.09.2024	6	6
5	14.10.2024	6	5
6	12.11.2024	6	6
7	21.11.2024	6	6
8	20.12.2024	6	5
9	30.01.2025	6	4
10	27.03.2025	6	5

Frequency and Quorum at these Meetings were in conformity with the provisions of the Companies Act, 2013. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

MEETING OF INDEPENDENT DIRECTORS:

In Compliance with the Companies Act, 2013 and Secretarial Standards issued by Council of ICSI, the Independent Directors of the Company are required to hold at least one meeting in a calendar year without the attendance of Non-Independent Directors and Members of Management. Such meeting of Independent Directors of the Company was held on March 27, 2025 inter alia, to discuss:

1. Review of the performance of the Non- Independent Directors and the Board of Directors as a whole.

2. Review of the Chairman of the Company, taking into the account of the views of the Executive and Non-Executive Directors.

3. Assess the quality, content and timeliness of ow of information between the management and the Board that is necessary for the Board to e ectively and reasonably perform its duties.

All Independent Directors were present at the meetings of Independent Directors held on 27/03/2025.

Name of Member	Position	Status
Mr. Gurpreet Singh Bhatia	Chairman	Non-executive Independent Director
Mrs. Sangeeta Mehtani	Member	Non-executive Independent Director
Mr. Kailash Garg	Member	Non-executive Independent Director

DIRECTORS APPOINTMENT, REMUNERATION AND ANNUAL EVALUATION

The Company has devised a Policy for Directors; appointment and remuneration including criteria for determining quali cations, performance evaluation and other matters of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of both Non-Executive Directors and Executive Directors.

The Companys Nomination & Remuneration policy which includes the Directors appointment & remuneration and criteria for determining quali cations, positive attributes, independence of the Director & other matters is available on the website of the Company at the link www.suranisteel.com

COMMITTEES OF THE BOARD OF DIRECTORS:

Matters of policy and other relevant and signi cant information are furnished regularly to the Board. To provide better Corporate Governance & transparency, currently, your Board has constituted four (4) Committees viz., Audit Committee, Nomination &

Remuneration Committee, Stakeholders Relationship Committee and Preferential Issue Committee look into various aspects for which they have been constituted. The Board xes the terms of reference of Committees and also delegate powers from time to time. The Board has constituted the following Committees: Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

Preferential Issue Committee

AUDIT COMMITTEE:

The Company has constituted the Audit Committee pursuant to the provisions of Section 177 of the Companies Act, 2013. The Audit Committee comprises of non-executive Independent Director and Director as its Member. The Chairman of the committee is Independent Director. The Company Secretary and Compliance O cer serves as the Secretary of the Committee. The Composition of Audit Committee is given below.

DIN	Name of the Director	Designation	Status
10119925	Mr. Gurpreet Singh Bhatia	Chairman	Independent Director
10124839	Mrs. Sangeeta Mehtani	Member	Independent Director
10132246	Mr. Kailash Garg	Member	Independent Director
00156801	Mr. Vijay Singla	Member	Executive Director

The composition of Audit Committee is also available on the website of the company at www.suranisteel.com

During the FY 2024-25, the Audit Committee of the Company met Five (5) times as mentioned in the table

Sr. No.	Date of Committee Meeting	Strength of the Committee	No. of Members Present
1	14.05.2024	4	4
2	28.05.2024	4	4
3	14.08.2024	4	4
4	12.11.2024	4	3
5	14.02.2025	4	4

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of non-executive Independent Director and Director as its members. The Chairman of the Committee is an Independent Director. The Composition of Nomination and Remuneration Committee as on March 31, 2025 during the year are given below:

DIN	Name of the Director	Designation	Status
10124839	Mrs. Sangeeta Mehtani	Chairperson	Independent Director
10119925	Mr. Gurpreet Singh Bhatia	Member	Independent Director
10132246	Mr. Kailash Garg	Member	Independent Director
00549795	Mr. Chetan Singla	Member	Executive Director

The Nomination and remuneration policy available on the website of the company at www.suranisteel.com

The terms of reference of the Nomination & Remuneration Committee are:

Formulation of the criteria for determining quali cations, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

Formulation of criteria for evaluation of the performance of independent directors and the board of directors;

Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent;

Review of the various measures and initiatives taken by the listed entity 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

To carry out any other function as prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as and when amended from time to time.

Given below is the position of complaints and other correspondence received and attended to during the year: a) No. of complaints received - Nil b) No. of complaints resolved/ action taken - Nil c) No. of pending Complaints as on March 31, 2025 - Nil

For any grievances/complaints, shareholders may contact the RTA, MUFG Intime India Private Limited or may also write to the company at cs@suranisteel.com

During the year under review, the Nomination and Remuneration Committee of the Company met once and the details are as follows:

Sr. No.	Date of Committee Meeting	Strength of the Committee	No. of Members Present
1.	21/11/2024	4	4

STAKEHOLDER RELATIONSHIP COMMITTEE:

The Company has constituted the Stakeholders Relationship Committee pursuant to the provisions of Section 178 of the Companies Act, 2013. The stakeholder relationship committee comprises non-executive Independent Director and Director as its members. The Chairman of the Committee is an Independent Director.

The Composition of Stakeholder and Relationship Committee is given below:

DIN	Name of the Director	Designation	Status
10119925	Mr. Gurpreet Singh Bhatia	Chairman	Independent Director
10124839	Mrs. Sangeeta Mehtani	Member	Independent Director
10132246	Mr. Kailash Garg	Member	Independent Director
00156801	Mr. Vijay Singla	Member	Executive Director

The terms of reference of the Stakeholders Relationship Committee are:

Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certi cates, general meetings etc.;

Review of measures taken for e ective exercise of voting rights by shareholders.

During the year under review, the said Committee of the Company met Once and the details are as follows:

Sr. No.	Date of Committee Meeting	Strength of the Committee	No. of Members Present
1.	06/09/2024	4	4

PREFERENTIAL ISSUE COMMITTEE:

The Preferential Issue Committee comprises of Non-Executive Independent Directors and Director as its members. The Chairman of the Committee is an Independent Director.

The Composition of Preferential Issue Committee is given below:

DIN	Name of the Director	Designation	Status
10119925	Mr. Gurpreet Singh Bhatia	Chairman	Independent Director
10124839	Mrs. Sangeeta Mehtani	Member	Independent Director
10132246	Mr. Kailash Garg	Member	Independent Director
00156801	Mr. Vijay Singla	Member	Executive Director

Note: Preferential Issue committee was constituted on 03.05.2023

The terms of reference of the Preferential Issue Committee are:

Issuance and allotment of Fully Convertible Warrants and the allotment of equity shares pursuant to the conversion of warrants. During the FY 2024-25, the Preferential Issue Committee of the Company met Eight (8) times as mentioned in the table:

ALIGN=RIGHT>4

Sr. No.	Date of Committee Meeting	Strength of the Committee	No. of Members Present
1	11.06.2024	4
2	29.06.2024	4	4
3	20.07.2024	4	3
4	28.08.2024	4	3
5	18.10.2024	4	4
6	07.12.2024	4	3
7	31.12.2024	4	4
8	03.01.2025	4	4

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, with respect to Director Responsibility Statement, the Board of Directors, to the best of its knowledge and ability, con rm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to 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 a airs of the Company as at March 31, 2025 and of the pro t of the Company for that period; (c) The directors had taken proper and su cient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 and Rules made thereunder for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) The directors had prepared the annual accounts on a going concern basis; (e) The directors had laid down internal nancial controls to be followed by the company and that such internal nancial controls are adequate and were operating e ectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating e ectively.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 ("Listing Regulations") the Management Discussion and Analysis of the Company for the year under review is presented in a separate section forming the part of the Annual Report.

AUDITORS:

STATUTORY AUDITORS:

M/s Anu and Associates, Chartered Accountants (Firm Registration No. 019624N) were appointed as Statutory Auditors of the Company at the 11th Annual General Meeting held on September 30, 2023 to hold the o ce till conclusion of 16th Annual General Meeting to be held in year 2028. M/s Anu and Associates con rmed that they are not disquali ed from continuing as Auditors of the Company. The Statutory Auditors have issued an unmodi ed opinion on the nancial statements for the nancial year ended March 31, 2025. The observations made in the Auditors Report read together with relevant notes thereon are self-explanatory and hence do not call for any further explanations or comments by the Board under Section 134 of the Act.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. S V Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the nancial year ended March 31, 2025. The report of the Secretarial Auditor in form MR-3 is annexed to this report as Annexure II. The comments mentioned in the Secretarial Audit Report is Self-Explanatory.

Pursuant to the circular issued by the SEBI dated 8th February, 2019, Secretarial Auditor has issued the "Annual Secretarial Compliance Report" for the year ended March 31, 2025, and the same was submitted to the stock exchanges in time. Further, pursuant to provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014; the Board of the Company at its meeting held on May 29, 2025, has re-appointed M/s. S V Associates, Practicing Company Secretaries, undertake the Secretarial Audit of the Company for the nancial year 2025-26.

INTERNAL AUDITOR:

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014; during the year under review the Internal Audit of the functions and activities of the Company was undertaken by the Internal Auditor of the Company on quarterly basis by M/s. S. N. Shah & Associates, Chartered Accountants (FRN: 109782W), the Internal Auditors of the Company Deviations are reviewed periodically and due compliance ensured. Summary of Signi cant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to Board. There were no adverse remarks or quali cation on accounts of the Company from the Internal Auditor.

The Board has recommended re-appointed M/s. S. N. Shah & Associates, Chartered Accountants, Ahmedabad as the Internal Auditors for the Financial Year 2025-26.

INTERNAL CONTROLS AND THEIR ADEQUACY:

The Company implemented suitable controls to ensure its operational, compliance and reporting objectives. The Company has adequate policies and procedures in place for its current size as well as the future growing needs. These policies and procedures play a pivotal role in the deployment of the internal controls. They are regularly reviewed to ensure both relevance and comprehensiveness and compliance is ingrained into the management review process.

Adequacy of controls of the key processes is also being reviewed by the Internal Audit team. Suggestions to further strengthen the process are shared with the process owners and changes are suitably made. Signi cant ndings, along with management response and status of action plans are also periodically shared with and reviewed by the Audit Committee. It ensures adequate internal nancial control exist in design and operation.

M/s. S. N. Shah & Associates (Firm Registration No: 109782W), Chartered Accountants, Ahmedabad has been appointed as the Internal Auditor of the Company for the nancial year 2025-26, who will conducts Internal audit and submit reports to the Audit Committee. The Internal Audit is processed to design to review the adequacy of internal control checks in the system and covers all signi cant areas of the Companys operations. The Audit Committee reviews the e ectiveness of the Companys internal control system.

COST AUDITORS:

The Board of Directors has on the recommendation of Audit Committee, approved the re-appointment of M/s Balwinder & Associates, Cost Accountants, (Firm Registration No. 000201), as the Cost Auditors of the Company for the year 2025-26 at a remuneration of Rs. 50,000/- plus taxes and out of pocket expenses. The proposed remuneration of the Cost Auditors would be approved by the members in the ensuing AGM.

For the year 2024-25, the Cost Audit report shall be duly led within prescribed time.

APPLICABILITY AND MAINTENANCE OF COST RECORDS

In terms of Companies (Accounts) Amendment Rules, 2018, a Disclosure is hereby made that maintenance of cost records as speci ed by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained.

AUDITORS REPORT

The Auditors Report is self-explanatory and do not call for further comments as there are no adverse remarks in the Auditors Report.

REPORTING OF FRAUDS BY AUDITORS:

There have been no instances of fraud reported by the Statutory Auditors under Section 143 (12) of the Act and Rules framed thereunder, either to the Company or to the Central Government.

CORPORATE GOVERNANCE REPORT:

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a) Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous nancial year; b) Listed entity which has listed its speci ed securities on the SME

Exchange.

Your Company always places a major trust on managing its a airs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an organizations corporate governance philosophy is directly linked to high performance. The Company understands and respects its duciary role and responsibility towards its stakeholders and society at large and strives to serve their interests, resulting in creation of value for all its stakeholders. It may please be noted that as our Company is not falling in the applicability criteria prescribed as mentioned in the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. Hence, a separate Report on Corporate Governance is not forming part of this Annual Report.

INTERNAL FINANCIAL CONTROLS:

The Company has a well-placed, proper and adequate internal nancial control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliance with speci c standard with regards to availability and suitability of policies and procedures. During the year the Internal Control weaknesses were identi ed and actions were taken to remediate them.

Your Company ensures adequacy, commensurate with its current size, scale and complexity of its operations to ensure proper recording of nancial and operational information & compliance of various internal controls, statutory compliances and other regulatory compliances. It is supported by the internal audit process and will be enlarged to be adequate with the growth in the business activity. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for ine ciency or inadequacy of such controls.

CORPORATE SOCIAL RESPONSIBILITY:

The provision of section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, every company with

Net worth of Rs. 500 Crores or more, OR

Annual turnover of Rs. 1000 Crores or more, OR

Net pro t of Rs. 5 Crores or more,

Since during FY 2024-25, your company is not meeting with the criteria of net-worth, turnover or net pro ts mentioned therein, therefore, it is not mandatorily required to constitute committee and carry out CSR activities under the provision of Section 135 of the act.

MATERIAL AND SIGNIFICANT ORDERS PASSED BY REGULATORS & COURTS

No signi cant or material orders have been passed by any Regulators or Courts or Tribunals which could impact the going concern status of the Company and/or its future operations.

ANNUAL RETURN:

Pursuant to Section 134(3) (a) and Section 92(3) of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the nancial year ended March 31, 2025, is available on the website of the Company www.suranisteel.com once it is led with the ROC and can be accessed thereafter.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 and details of loans from Banks/FIs/ Directors, are provided in Financial Statements and Notes thereto. During the year under review, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of loans granted and investments made.

DISCLOSURES BY DIRECTORS:

The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as information by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Companies Act, 2013.

DISCLOSURE UNDER SECTION 164 (2) OF THE COMPANIES ACT, 2013 IN RESPECT OF DISQUALIFICATION OF DIRECTORS:

The Company has received the disclosures in Form DIR-8 from its Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Quali cation of Directors) Rules, 2014 that none of the Directors of your Company is disquali ed; to hold o ce as director disquali ed as per provision of Section 164(2) of the Companies Act, 2013 and debarred from holding the o ce of a Director pursuant to any order of the SEBI or any such authority in terms of SEBI letter dated June 14, 2018 and NSE circular dated June 20, 2018 on the subject "Enforcement of SEBI orders regarding appointment of Directors by Listed Companies".

The Directors of the Company have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DETAILS OF HOLDING, SUBSIDIARY, JOINT VENTURES, ASSOCIATE COMPANIES:

On November 22, 2024, your Company has incorporated a wholly owned subsidiary in the name of SSTUK Limited in United Kingdom. A separate statement containing the salient features of Financial Statements of the Subsidiary of the Company in the prescribed Form AOC-1 given at Annexure-III forms a part of this report.

Apart from above subsidiary company, there are no Associate Companies/Joint ventures of the Company as on March 31, 2025.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are under:

Sr. No. Particulars	Comments
(A) Conservation of energy
(I) the steps taken or impact on conservation of energy;	Energy conservation is very important for the company and t herefore, energy conservation measures are undertaken wherever practicable in its plant and attached facilities. The Company is making every e ort ensure the optimal use of energy, avoid waste and conserve energy by using energy e cient equipments with latest technologies. Impact on conservation of energy was that the electricity load expenses reduced.
(ii) the steps taken by the Company for utilizing alternate sources of energy;	Cross ventilation for light and air have reduced power consumption in day time.
(iii) the capital investment on energy conservation equipment	Cross ventilation for light and air have reduced power consumption in day time.
(B) Technology absorption
(I) the e orts made towards technology absorption	Your Company rmly believes that adoption and use of technology is a fundamental business requirement for carrying out business e ectively and e ciently. We are constantly upgrading our technology to reduce costs and achieve economies of scale.
(ii) the bene ts derived like product improvement,	a. Right sizing of Manpower
cost reduction, product development or import	b. Cost Reduction
substitution;	c. Optimum e ciency
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the nancial year	Nil
(a) the details of technology imported	Nil
(b) the year of import	N.A.
(c) whether the technology been fully absorbed	N.A.
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	N.A.
(iv) the expenditure incurred on Research and Development	Nil	Nil
(C) Foreign exchange earnings and Outgo	In ow (In )	Out Flow (In )
The Foreign Exchange earned in terms of actual in ows during the year and the Foreign Exchange outgo during the year in terms of actual out ows	Nil	Nil

INDUSTRIAL RELATION:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

DEMATERIALISATION OF SHARES:

During the year under review, all the equity shares were dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents 100% of the total paid-up capital of the Company. The Company ISIN No. is INE01ZJ01015 and Registrar and Share Transfer Agent is MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited).

DIRECTOR REMUNERATION AND SITTING FEES:

Members attention is drawn to Financial Statements wherein the disclosure of remuneration paid to Directors is given during the year 2024-25.

Sitting fees have been paid to the Independent Directors.

CREDIT RATING:

Your Company being a SME Listed Company does not require obtaining credit rating for its securities.

FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 the nomination and remuneration committee has laid down the evaluation of the performance of Individual Directors and the Board as a whole. Based on the criteria the exercise of evaluation was carried out through the structured process covering various aspects of the Board functioning such as composition of the Board and committees, experience & expertise, performance of speci c duties & obligations, attendance, contribution at meetings, etc. The performance evaluation of the Chairman and the Non- Independent Directors was carried out by the Independent Director. The performance of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated). The Director expressed their satisfaction with the evaluation process.

MEANS OF COMMUNICATION

The Board believes that e ective communication of information is an essential component of Corporate Governance. The Company regularly interacts with Shareholders through multiple channels of communication such as Companys website and stipulated communications to Stock Exchanges where the Companys shares are listed for announcement of Financial Results, Annual Report, Companys policies, notices and outcome of Meetings, etc.

a) Financial Results

The half-yearly and Annual nancial results of the Company are published in accordance with the requirements of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015. b) Newspapers wherein results are normally published the Company is Listed on SME Platform, the provisions for publishing the nancial results as per Regulation 47 of SEBI

(Listings Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company. c) Any website, where displayed The Financial Results of the Company are displayed on the Companys website i.e. https://www. suranisteel.com/ index.html

POLICIES OF THE COMPANY:

ESTABLISHMENT OF VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

The Board has adopted Vigil Mechanism/Whistle Blower Policy pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its Employees and Directors to the management about unethical behaviour, actual or suspected fraud or violation of the Code of conduct or legal or regulatory requirements incorrect or misrepresentation of any nancial statements. The policy provides for adequate safeguards against victimization of employees and Directors of the Company.

Your Company has framed a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Vigil Mechanism has been available on the website of the Company at www.suranisteel.com

REMUNERATION AND APPOINTMENT POLICY:

The Company follows a policy on remuneration of Directors and senior management employees, details of the same are given in the website of the Company www.suranisteel.com

The committee must ensure that: a. The level and composition of remuneration is reasonable and su cient to attract, retain and motivate directors and key managerial personnel of the quality required to run the company successfully. b. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and c. Remuneration to directors, key managerial personnel and senior management involves a balance between xed and incentive pay re ecting short and long-term performance objectives appropriate to the working of the company and its goals.

POLICY ON MATERIALITY OF RELATED PARTY TRANSACTION:

RELATED PARTY TRANSACTIONS:

All transactions entered with Related Parties for the year under review were on arms length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made there under are not attracted. No material related party transactions were entered into during the nancial year by the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2024-25.

The Related Party Transactions are placed before the Audit Committee of the Company for prior approval, as required under applicable law. Prior omnibus approval of the Audit Committee, as required under Listing Regulations as amended, is also obtained for the transactions, which are of foreseen and repetitive nature.

Your Company has adopted the policy on Materiality of Related Party Transaction to set out the dealing with the transaction between the Company and its related parties. The Policy on Materiality of Related Party Transaction has been available on the website of the Company www.suranisteel.com

POLICY OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT:

Your Company has adopted the policy of code of Conduct to maintain standard of business conduct and ensure compliance with legal requirements. The Policy on Code of Conduct for Director and Senior Management has been available on the website of the Company www.suranisteel.com

PREVENTION OF INSIDER TRADING:

Pursuant to provisions of the regulations, the Board has formulated and implemented a Code of Conduct to regulate, monitor and report trading by employees and other connected persons and code of practices and procedure for fair disclosure of unpublished price Sensitive Information. The same has been available on the website of the Company www.suranisteel.com

POLICY ON THE PRESERVATION OF DOCUMENTS AND ARCHIVE POLICY: Pursuant to provision of the regulations, the board has formulated the policy on the Preservation of Documents & Archive policy. The same has been available at the website of company at www.suranisteel.com

BUSINESS RISK MANAGEMENT:

The Company has taken various steps in connection with the implementation of Risk Management measures in terms of provisions contained in the Companies Act, 2013, after identifying the elements of risks which in the opinion of the Board may threaten the very existence of the Company. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by Board from time to time. Key risks identi ed are methodically addressed through mitigating actions on a continuing basis. The policy of risk management is made available on the website of the company at www.suranisteel.com

POLICY ON DETERMINATION AND DISCLOSURE OF MATERIALITY OF EVENTS AND INFORMATION:

Your Company has adopted a Policy on Determination and Disclosure of Materiality of Events and Information. The Policy on Determination and Disclosure of Materiality of Events and Information has been available on the website of the Company at www.suranisteel.com

PARTICULARS REGARDING EMPLOYEES REMUNERATION:

During the year under review, there are no employees drawing remuneration which is in excess of the limit as prescribed under Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information pertaining to section 197 read with rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), 2014 is annexed herewith as

Annexure-IV

SECRETARIAL STANDARD:

The Company has complied with all the applicable provisions of Secretarial Standard on Meetings of Board of Directors (SS-1), Revised Secretarial Standard on General Meetings (SS-2) issued by Institute of Company Secretaries of India.

OTHER REGULATORY REQUIREMENT:

The Company has been complied with all regulatory requirements of central government and state government and there were no signi cant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the Companys operations in future.

SEBI COMPLAINTS REDRESS SYSTEM (SCORES):

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every e ort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during nancial year 2024-25.

INVESTOR GRIEVANCES REDRESSAL STATUS:

During the Financial Year 2024-25, there were no complaints or queries received from the shareholders of the Company. Company Secretary, acts as the Compliance O cer of the Company is responsible for complying with the provisions of the Listing Regulations, requirements of securities laws and SEBI Insider Trading Regulations. The Investor can send their query at cs@suranisteel.com

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the nancial year is not applicable.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: Your Company has always provided a safe and harassment free workplace for every individual especially for women in its premises through various policies and practices. Your company has been actively involved in ensuring that the clients and all the employees are aware of the provisions of the POSH Act and rights thereunder. There was no complaint received by the Company during the nancial year 2024-25 under the aforesaid Act.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy required to conduct operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

GREEN INITIATIVE

Electronic copy of the Annual Report for FY 2024-25 and the Notice of the ensuing AGM is being sent to all shareholders whose email addresses are available in demat account and registered with Companys Registrar and Share Transfer Agent. Additionally, in accordance with regulation 36(1)(b) of the Listing Regulations, the Company is also sending a letter to members whose e-mail IDs are not registered with the Company/RTA/DP providing the weblink of Companys website from where the Annual Report of the Company for the nancial year 2024-25 can be accessed. As per the General Circular No. 20/2020 of Ministry of Corporate A airs dated May 05, 2020, shareholders holding shares in demat form are requested to update their email addresses with their Depository Participant(s) and for shareholders holding shares in physical form, should get their email registered with MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited) , Companys Registrar and Share Transfer Agent.

DISCLOSURE REQUIREMENT AS PER COMPANIES (ACCOUNTS) RULES, 2014

1. The Company has neither made any application nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 ("IBC Code") during the Financial Year and does not have any proceedings related to IBC Code.

2. The Company has not made any onetime settlement during the Financial Year 2024-25 with Banks or Financial Institution.

3. The Company is in compliance with the provisions of Maternity Bene t Act, 1961.

4. The following is a summary of sexual harassment complaints received and disposed o during the year 2024-25:

a) Number of Complaints of sexual harassment received in the year: NIL

b) Number of complaints disposed o during the year: NIL

c) Number of cases pending for more than 90 days: NIL

APPRECIATION & ACKNOWLEDGEMENT

Your directors wish to place on record their gratitude to Shareholders for the con dence reposed by them and thank all the Clients, Dealers, and other business associates, regulatory and Government authorities for their continued support and contribution to the Companys growth. The Directors also wish to express their appreciation for the e cient and loyal services rendered by each and every employee, without whose whole-hearted e orts, the overall satisfactory performance would not have been possible.

Your Board appreciates the precious support provided by the Auditors, Lawyers and Consultants. The Company will make every e ort to meet the aspirations of its Shareholders.

For and on behalf of the Board of Directors
	of Surani Steel Tubes Limited
Sd/-	Sd/-
Vijay Singla	Chetan Singla
Managing Director	Joint Managing Director
DIN: 00156801	DIN: 00549795