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 14th Annual Report on the business and operations of Surani Steel Tubes Limited ("the Company"), along with the summary of the Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026.

COMPANY OVERVIEW

Incorporated in July 2012, Surani Steel Tubes Limited is engaged in the manufacturing and supply of ERW pipes and steel tubes, catering to the requirements of various industrial and infrastructure sectors. The Company has built its capabilities on extensive experience in the steel industry and a strong understanding of manufacturing processes and customer requirements.

The Company is supported by a team of experienced professionals with sound knowledge of ERW MS pipes and steel tubes. With a focus on consistent quality, efficient utilisation of resources and continuous improvement in manufacturing practices, the Company strives to meet evolving customer requirements and strengthen its position in the steel products segment.

Going forward, the Company remains focused on operational efficiency, sustainable growth and building long-term relationships with its customers and stakeholders.

FINANCIAL HIGHLIGHTS

The highlights of the financial performance of the Company for the Financial Year 2025-26 as compared to the previous financial year are as under: -

(Rs. in Lakhs)

	Standalone		Consolidated
Particulars	For the Financial Year March 31, 2026	For the Financial Year March 31, 2025	For the Financial Year March 31, 2026	For the Financial Year March 31, 2025
Revenue from Operations	9227.59	22500.38	9227.59	22500.38
Other Income	357.27	238.26	357.27	238.26
Total revenue	9584.86	22738.64	9584.86	22738.64
Operating Profit (Before Finance Cost and Depreciation & Amortization)	195.92	376.03	195.92	376.03
Less: Finance Cost	-	1.73	-	1.73
Profit before Depreciation & Amortization	195.92	374.30	195.92	374.30
Less: Depreciation & Amortization	88.52	79.80	88.52	79.80
Profit before Exceptional and Extraordinary item and Tax	107.40	294.51	107.40	294.51
Add: Exceptional items	196.86	(277.98)	196.86	(277.98)
Profit before Tax	304.26	16.53	304.26	16.53
Less/(Add): Current Tax	19.41	12.08	19.41	12.08
Less/(Add): Deferred Tax liability/ (Assets)	76.57	(50.70)	76.57	(50.70)
Less/(Add): Prior period tax adjustment	3.64	6.58	3.64	6.58
Profit after Tax	204.64	48.56	204.64	48.56
Earnings Per Share
Basic	1.32	0.38	1.32	0.38
Diluted	1.32	0.38	1.32	0.38

Note: Previous years figures have been regrouped/ reclassified wherever necessary to correspond with the current years classification / disclosure.

OPERATIONAL/FINANCIAL PERFORMANCE

During the Financial Year 2025-26, the Company achieved Revenue from Operations of Rs. 9,227.59 Lakh as compared to Rs. 22,500.38 Lakh in the previous financial year. The Profit After Tax (PAT) for the year stood at Rs. 204.64 Lakh, as against Rs. 48.56 Lakh in the previous year.

During the year, the Company recognized an exceptional gain of

Rs. 196.86 Lakh on account of sale of investments, representing the difference between the carrying amount of the investment (after fair value adjustments in accordance with the applicable accounting standards) and the sale proceeds realized on such disposal. The recognition of this exceptional gain contributed to the improvement in the Companys profitability during the year.

PERFORMANCE OF SUBSIDIARY

The Subsidiary of the Company has not yet commenced its business activities.

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, 2026 is Rs. 10833.14 Lakh.

CHANGE IN THE NATURE OF BUSINESS

The Company did not commence any new business nor discontinue/sell or disposed-off any of its existing businesses and also did not discontinue any segment or division during the financial year.

DIVIDEND

The Board of Directors has not recommended any dividend on the equity share capital for the financial year 2025-26.

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 2025-26.

DIVIDEND DISTRIBUTION POLICY

Pursuant to the provision of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the top 1000 listed entities based on market capitalisation shall formulate a dividend distribution policy which shall be disclosed on the website of the listed entity and a web-link shall also be provided in their annual reports.

The Company is not amongst the top 1000 listed entities and accordingly formulation of Dividend Distribution Policy is not applicable to the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE 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 on the date of this report.

Further, during the financial year under report, no significant or material orders have been passed by any of the regulators or courts or tribunals impacting the going concern status and operations of the Company in future.

SHARE CAPITAL

AUTHORISED SHARE CAPITAL:

The Authorised Share Capital of the Company as on March 31, 2026 was Rs. 25,00,00,000/- (Rupees Twenty-Five crores only) divided into 2,50,00,000 (Two Crore Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each.

ISSUED, PAID UP AND SUBSCRIBED SHARE CAPITAL:

The Issued, Paid-Up and Subscribed Capital of the Company as on March 31, 2026 stands at Rs. 15,54,80,360/- (Rupees Fifteen Crores Fifty-Four Lakh Eighty Thousand Three Hundred Sixty only) divided into 1,55,48,036/- (Rupees One Crore Fifty-Five Lakh Forty-Eight Thousand Thirty-Six only) equity shares of Rs.10 /- each.

During the financial year 2025-26, the Company received the Listing and Trading approval for total 27,10,930 (Twenty- Seven Lakh Ten Thousand Nine Hundred Thirty) allotted on December 31, 2024 and January 03, 2025 pursuant to conversion of warrants originally allotted on July 04, 2023.

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 Lakh 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 preferential issue was successfully completed in compliance with Regulation 162 of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2015 on January 03, 2025. During the year 2025-26, the Company received the Listing and Trading approval for total 27,10,930 (Twenty-Seven Lakh Ten Thousand Nine Hundred Thirty) allotted on December 31, 2024 and January 03, 2025 pursuant to conversion of warrants originally allotted on July 04, 2023.

The funds raised through warrant conversions and preferential allotments were strategically deployed towards the purposes stated in the offer documents and there was no deviation/ variation in utilisation of funds.

BUY BACK OF SECURITIES

The Company has not brought back any its securities during the year under review.

BONUS SHARES

The Company has not issued Bonus shares during the year under review.

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 differential voting rights and have not issued any shares with differential voting rights during the Financial Year 2025-26.

EMPLOYEE STOCK OPTIONS

During the Financial Year 2025-26 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) (NSE Symbol: SURANI). year 2026-27 has been paid to the stock exchange.

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.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)

As at the financial year ended March 31, 2026 and the date of report, the Board of Directors of the Company comprises of 6 (Six) Directors, with an optimum combination of 3 (Three) Executive and (3) Non-Executive, Independent Directors including one Women Director, and is in conformity with the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

INDEPENDENT DIRECTORS:

The following Non-Executive Directors are Independent in terms of Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") and Section 149(6) of the Companies Act, 2013:

• Mr. Gurpreet Singh Bhatia (DIN: 10119925)

• Mr. Kailash Garg (DIN: 10132246)

• Mrs. Sangeeta Mehtani (DIN: 10124839)

MEETING OF INDEPENDENT DIRECTORS:

In compliance with Section 149(8) of the Companies Act, 2013 read with Schedule IV and the Listing Regulations, meeting of the Independent Directors without the presence of Non-Independent Directors and members of management was duly held on March 31, 2026, where the Independent Directors inter alia:

a) Evaluated the performance of Non-Independent Directors and the Board of Directors as a whole;

b) Reviewed the performance of Chairperson of the Board, taking into account the views of executive directors and non-executive directors;

c) Assessed the quality, quantity and timeliness of the flow of information between the management of the Company and the Board of Directors.

All the Directors were present in the meeting.

DECLARATION OF INDEPENDENCE GIVEN BY INDEPENDENT DIRECTORS AND DISCLOSURE:

In terms of Regulation 25(8) of SEBI Listing Regulations, Independent Directors have confirmed 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 confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations and Section 149(6) of the Companies Act, 2013 and that they are independent of the management.

As required under Rule 6 of the Companies (Appointment and Qualification 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 certificate of registration.

FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The details of various programmes undertaken for familiarising the Independent Directors are available on the website of the Company at www.suranisteel.com

EXECUTIVE / WHOLE-TIME DIRECTORS:

The following are the Executive Directors of the Company as on March 31, 2026 and as on the date of Report:

• Mr. Vijay Singla, Managing Director (DIN: 00156801)

• Mr. Chetan Singla, Joint Managing Director (DIN: 00549795)

• Mrs. Pavni Singla, Whole-time Director (DIN: 10087877)

None of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority. The certificate for non-disqualification obtained from M/s SV Associates, Company Secretaries, Proprietor Mr. Sahil Malhotra, Practicing Company Secretary is attached as Annexure-I.

BOARD EVALUATION:

During the financial year under review and in accordance to the provisions of Section 134(3) (p) of the Companies Act, 2013 and Rule 8(4) of the Companies (Accounts) Rules, 2014, the Board based on evaluation criteria recommended by the Nomination and Remuneration Committee and Code for Independent Directors evaluated the performance of Board members. The Board after due discussion and taking into consideration of the various aspects such as Knowledge and skills, Competency, Financial literacy, Attendance at the Meeting, Responsibility towards the Board, Qualifications, Experience, Fulfilment of functions assigned to him, Ability to function as a team, Initiative Availability & Attendance, Commitment, Contribution; expressed their satisfaction with the evaluation process and performance of the Board.

DIRECTORS LIABLE TO RETIRE BY ROTATION AND ELIGIBLE FOR RE-APPOINTMENT AT THE ENSUING ANNUAL GENERAL MEETING:

Pursuant to the provisions of section 152(6) and other applicable provisions of the Companies Act, 2013, Mr. Chetan Singla (DIN: 00549795) Joint Managing Director/Whole-time Director is liable to get retire by rotation and is further eligible to be 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 his re-appointment for your approval. A brief of particulars relating to him is given separately as an annexure to the AGM Notice.

STATEMENT ON INTEGRITY, EXPERTISE AND EXPERIENCE OF THE INDEPENDENT DIRECTORS:

Pursuant to Rule 8 (5) (iiia) of the Companies (Accounts) Rules, 2014, the Board of Directors is required to provide its opinion upon the integrity, expertise and experience (including the proficiency) of Independent Directors appointed during the year. Since, During the Financial Year ended March 31, 2026, no Independent Director was appointed on the Board of the Company, the requirement to provide the above stated statement is not applicable.

MEETINGS OF BOARD OF DIRECTORS:

During the year under review, the Board of Directors met 8 (eight) times on April 21, 2025; May 29, 2025; July 7, 2025, August 8, 2025, September 4, 2025, November 12, 2025, November 18, 2025 and January 7, 2026. The Directors of your Company met at regular intervals with the gap between two meetings not exceeding 120 days.

ATTENDANCE AT BOARD MEETINGS:

The Board met 8 (eight) times during the Financial Year 2025- 26 to discuss and take a view on the Companys policies and strategy apart from other Board matters.

Sr. No.	Name of Directors	Attendance at Board Meetings
		Board Meetings Entitled to attend	Board Meetings attended
1.	Vijay Singla	8	6
2.	Chetan Singla	8	5
3.	Pavni Singla	8	6
4.	Sangeeta Mehtani	8	6
5.	Gurpreet Singh Bhatia	8	7
6.	Kailash Garg	8	7

The notice for the board meetings was given well in advance to all the Directors. Frequency and Quorum at the abovementioned 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.

DISCLOSURES BY DIRECTORS:

All the Directors have furnished the necessary disclosures in Form MBP-1 pursuant to Section 184(1) of the Companies Act, 2013, disclosing their interest in other entities. The Directors have also submitted declarations in Form DIR-8 pursuant to Section 164(2) of the Companies Act, 2013, confirming that they are not disqualified from being appointed or continuing as Directors of the Company and none of the Directors of Company is debarred from holding the office of a Director pursuant to any order of the SEBI or any such authority in terms of SEBI letter dated 14th June, 2018 and NSE circular dated 20th June 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 Regulations.

CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT:

The Company has adopted a Code of Conduct to ensure adherence to ethical standards, maintain high standards of business conduct and ensure compliance with applicable laws, rules and regulations. The Code of Conduct lays down the principles and standards of conduct expected from the Directors and Senior Management Personnel of the Company.

The Composition of Audit Committee is given below:

The Code of Conduct for Directors and Senior Management Personnel is available on the website of the Company at www. suranisteel.com

COMMITTEES OF THE BOARD OF DIRECTORS:

Pursuant to the Companies Act, 2013, the Board of Directors of the Company had the following Committees as on March 31, 2026:

• 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 and majority of its members are Independent Directors. The Chairperson of the Audit Committee is an Independent Director. The Company Secretary and Compliance Officer serves as the Secretary of the Committee.

Name	Designation	Category
Gurpreet Singh Bhatia	Chairman	Non-Executive Independent Director
Vijay Singla	Member	Managing Director
Kailash Garg	Member	Non-Executive Independent Director
Sangeeta Mehtani	Member	Non-Executive Independent Director

During the year there were no changes in the composition of the Audit Committee.

Terms of Reference:

The terms of reference of the Audit Committee are as follows:

• oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

• recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

• approval of payment to statutory auditors for any other services rendered by the statutory auditors;

• reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to:

(a) matters required to be included in the directors responsibility statement to be included in the boards report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

(b) changes, if any, in accounting policies and practices and reasons for the same;

(c) major accounting entries involving estimates based on the exercise of judgment by management;

(d) significant adjustments made in the financial statements arising out of audit findings;

(e) compliance with listing and other legal requirements relating to financial statements;

(f) disclosure of any related party transactions;

(g) modified opinion(s) in the draft audit report;

• reviewing, with the management, the half yearly financial statements before submission to the board for approval; reviewing, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offer document/prospectus/ notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

• reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;

• approval or any subsequent modification of transactions of the Company with Related Party(ies);

• Granting of Omnibus approval for Related Party Transactions;

• Scrutiny of intercorporate loans and investments;

• valuation of undertakings or assets of the company, wherever it is necessary;

• evaluation of internal financial controls and risk management systems;

• reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

• reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

• discussion with internal auditors of any significant findings and follow-up thereupon;

• reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

• discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

• to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

• to review the functioning of the whistle blower mechanism;

• approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

• Carrying out any other function as is mentioned in the terms of reference of the audit committee

• monitoring the end use of funds raised through public offers and related matters.

The Audit Committee shall mandatorily review the following information:

1. management discussion and analysis of financial condition and results of operations;

2. statement of significant related party transactions (as defined by the audit committee), submitted by management;

3. management letters/letters of internal control weaknesses issued by the statutory auditors;

4. internal audit reports relating to internal control weaknesses; and

5. the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

6. statement of deviations:

a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1); and

b) annual statement of funds utilised for purposes other than those stated in the offer document/prospectus/ notice in terms of Regulation 32(7).

Meetings and Attendance during the year:

During the Financial Year 2025-26 3 (three) meetings of the Audit Committee were held. All the recommendations made by the Audit Committee during the year, were accepted by the Board of Directors.

The details of meetings and attendance is given below:

Name of Committee Members	Audit Committee Meetings dates			Number of meetings entitled to attend	Number of meetings attended
	(1)	(2)	(3)
	14/05/2025	29/05/2025	12/11/2025
Gurpreet Singh Bhatia	y	y	y	3	3
Vijay Singla	y	y	y	3	3
Kailash Garg	y	y	y	3	3
Sangeeta Mehtani	y	y	y	3	3

Note: Being the SME Listed Company, Regulations 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.

NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted Nomination and Remuneration Committee pursuant to Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee comprises of Non-Executive Directors. The Chairperson of the Committee is an Independent Director. The Company Secretary and Compliance Officer serves as the Secretary of the Committee.

The Composition of Nomination and Remuneration Committee is given below:

Name	Designation	Category
Gurpreet Singh Bhatia	Chairman	Non-Executive Independent Director
Kailash Garg	Member	Non-Executive Independent Director
Sangeeta Mehtani	Member	Non-Executive Independent Director

During the year Mr. Chetan Singla ceased to be the member of Committee.

Terms of Reference:

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

• Formulation of the criteria for determining qualifications, 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;

• For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. consider the time commitments of the candidates

• Identification of persons who are qualified to become directors and who may be appointed in senior management, in accordance with criteria laid down and recommend to the Board their appointment and removal;

• to specify the manner of effective evaluation of performance of Board, its committees and individual directors either by the Board, or the Nomination and Remuneration Committee and review its implementation and compliance;

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

• whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

• devising a policy on diversity of board of directors;

• recommend to the board, all remuneration, in whatever form, payable to senior management;

• Carrying out any other function as is mandated by the Board from time to time and/or enforced/ mandated by any statutory notification, amendment or modification, as may be applicable;

• Performing such other functions as may be necessary or appropriate for the performance of its duties;

Meetings and Attendance during the year:

During the Financial Year 2025-26, 3 (three) meetings of the Nomination and Remuneration Committee were held.

The details of meetings and attendance is given below:

Name of Committee Members	Nomination and Remuneration Committee Meetings dates			Number of meetings entitled to attend	Number of meetings attended
	(1)	(2)	(3)
	04/09/2025	18/11/2025	07/01/2026
Gurpreet Singh Bhatia	y	y	y	3	3
Kailash Garg	y	y	y	3	3
Sangeeta Mehtani	y	y	y	3	3
Chetan Singla	X	-	-	1	0

Note: During the year Mr. Chetan Singla ceased to be member of Nomination and Remuneration Committee.

Directors Appointment, Remuneration and Annual Evaluation

The Company has devised a Policy for Directors; appointment and remuneration including criteria for determining qualifications, 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 qualifications, positive attributes, independence of the Director & other matters is available on the website of the Company at the link www.suranisteel.com

Note: Being the SME Listed Company, Regulations 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company has constituted Stakeholders Relationship Committee pursuant to Section 178 of the Companies Act, 2013. The Committee comprises of Executive and Non-Executive Directors. The Chairperson of the Committee is an Independent Director. The Company Secretary and Compliance Officer serves as the Secretary of the Committee.

The Composition of Stakeholders Relationship Committee is given below:

Name	Designation	Category
Gurpreet Singh Bhatia	Chairman	Non-Executive Independent Director
Vijay Singla	Member	Managing Director
Kailash Garg	Member	Non-Executive Independent Director
Sangeeta Mehtani	Member	Non-Executive Independent Director

During the year there were no changes in the composition of the Stakeholders Relationship Committee.

Terms of Reference:

The terms of reference of the Stakeholders Relationship Committee are as follows:

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

• Review of measures taken for effective exercise of voting rights by shareholders.

Meetings and Attendance during the year:

During the Financial Year 2025-26 1 (One) meeting of the Stakeholders Relationship Committee was held.

The details of meetings and attendance is given below:

Name of Committee Members	Stakeholders Relationship Committee Meeting date	Number of meetings entitled to attend	Number of meetings attended
	(1)
	31/03/2026
Gurpreet Singh Bhatia	y	1	1
Vijay Singla	X	1	0
Kailash Garg	y	1	1
Sangeeta Mehtani	y	1	1

During the year NIL complaints were received from the Investors and Stakeholders as per the Investor Grievance Reports shared by the Registrar and Transfer Agent (RTA) of the Company and SCORES data.

Below is the status of complaints and other correspondences received by the Company as at March 31, 2026:

a. No. of Complaints as at the beginning of the Financial Year : NIL

b. No. of Complaints resolved during the Financial Year : NIL

c. No. of Complaints pending as at the end of the Financial Year : NIL

For any grievances/complaints, stakeholders may contact the Registrar and Share Transfer Agent (RTA) of the Company or may also write to Ms. Sarika Kaur, Company Secretary and Compliance Officer of the company at cs@suranisteel.com

Note: Being the SME Listed Company, Regulations 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.

PREFERENTIAL ISSUE COMMITTEE:

The Preferential Issue Committee was constituted by the Board of Directors of the Company in their meeting held on May 03, 2023 to take all the decisions pertaining to the Preferential Issue dated July 04, 2023.

The Preferential Issue Committee comprises of Non-Executive Independent Directors and Executive Director as its members. The Chairperson of the Committee is an Independent Director. The Company Secretary and Compliance Officer serves as the Secretary of the Committee.

The Composition of Preferential Issue Committee is given below:

Name	Designation	Category
Gurpreet Singh Bhatia	Chairman	Non-Executive Independent Director
Vijay Singla	Member	Managing Director
Kailash Garg	Member	Non-Executive Independent Director
Sangeeta Mehtani	Member	Non-Executive Independent Director

During the year there were no changes in the composition of the Preferential Issue Committee.

KEY MANAGERIAL PERSONNEL (KMP):

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 as on March 31, 2026 and as on the date of this report:

• Mr. Vijay Singla, Managing Director

• Mr. Chetan Singla, Joint Managing Director

• Mrs. Pavni Singla, Whole-time Director and Chief Financial Officer

• Ms. Sarika Kaur, Company Secretary and Compliance Officer

During the financial 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 and sitting fees.

CHANGES IN KMP DURING THE FINANCIAL YEAR:

During the financial year under review, Mr. Mohinder Singh (Membership Number: A21857) resigned from the position of the Company Secretary and Compliance Officer of the Company, w.e.f. August 02, 2025. The Board of Directors upon the recommendations of the Nomination and Remuneration Committee had appointed Mr. Ankit Singla (Membership Number: A69926) as the Company Secretary and Compliance Officer of the Company w.e.f. November 18, 2025.

Further, Mr. Ankit Singla resigned from his position on January 6, 2026 and ceased to be the Company Secretary and Compliance Officer of the Company w.e.f. from the close of business hours of January 6, 2026. The Board of Directors upon the recommendations of the Nomination and Remuneration Committee, appointed Ms. Sarika Kaur (Membership Number: A76187) as the Company Secretary and Compliance Officer of the Company w.e.f. January 7, 2026.

Note:

Members may note that the Company could not fill the vacancy in the Office of the Company Secretary and Compliance Officer within the prescribed time period of 3 (three) months from the date of vacancy i.e. August 02, 2025 as per Regulation 6 (1A) of the SEBI Listing Regulations leading to non-compliance with the said Regulation.

The NSE Limited, vide its letter dated February 20, 2026, had imposed fine of Rs. 16000/- plus 18% GST on the Company for the abovesaid non- compliance. The Company had duly paid the fine amount of Rs. 18,880/- on February 26, 2026 and intimated to the exchange.

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, confirm 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 affairs of the Company as at the end of financial year and of the profit of the Company for that period;

(c) the directors had taken proper and sufficient 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 annual accounts for the financial year ended March 31, 2026 have been prepared on a going concern basis;

(e) the that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems 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 were adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 ("Listing Regulations") read with Schedule V of the Listing Regulations, the Management Discussion and Analysis Report ("MD&A Report") of the Company providing a detailed overview of your Companys performance, industry trends, business and risks involved is provided separately and forms the part of this Annual Report.

AUDITORS

STATUTORY_AUDITORS:_

In terms of provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, 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 office till conclusion of 16th Annual General Meeting to be held in year 2028.

Comments on Auditors Report or Explanation on Auditors Remark:

The Statutory Auditors have issued an unmodified opinion on the financial statements for the financial year ended March 31, 2026. 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 Companies Act, 2013. Further, there are no adverse remarks in the Auditors Report.

Reporting of Frauds by Auditors:

During the Financial Year 2025-26, no instances of fraud has been 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.

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 Financial Year ended March 31, 2026. 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, 2026, 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 27, 2026 has re-appointed M/s. S V Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the Financial Year 2026-27.

Note: Being the SME Listed Company, Regulations 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations (“Listing Regulations"), 2015 is not applicable to the Company. Further, Members may note that the Company voluntarily submits the Annual Secretarial Compliance Report as per Regulation 24A (2) of the Listing Regulations.

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 (Firm Registration Number: 109782W), the Internal Auditors of the Company.

Deviations are reviewed periodically and due compliance ensured. Summary of Significant 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 qualification on accounts of the Company from the Internal Auditor.

The Board upon the recommendations of the Audit Committee has re-appointed M/s. S. N. Shah & Associates, Chartered Accountants, Ahmedabad as the Internal Auditors for the Financial Year 2026-27.

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. Significant findings, along with management response and status of action plans are also periodically shared with and reviewed by the Audit Committee. It ensures adequate internal financial control exist in design and operation.

The internal audit function reviews operational and financial processes on a regular basis to assess the effectiveness of internal controls, risk management practices, and compliance with statutory and regulatory requirements. Any control weaknesses identified during the course of internal audits are addressed through appropriate corrective actions to strengthen the overall control environment.

The Company continually reviews and enhances its internal control framework to align with the evolving needs of the business. During the year under review, the Internal Auditors did not report any material weakness, significant deficiency, or serious observation relating to the adequacy or effectiveness of the Companys internal financial controls.

The Internal Audit is processed to design to review the adequacy of internal control checks in the system and covers all significant areas of the Companys operations. The Audit Committee reviews the effectiveness of the Companys internal control system.

COST AUDITORS:.

In pursuance to the provisions of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 and amendments thereof, the Board of Directors has, upon the recommendations of the 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 Financial Year 2026-27 at a remuneration of Rs. 50,000/- (Rupees Fifty Thousand Only) plus taxes and out of pocket expenses as may be incurred.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the Shareholders of the Company. Accordingly, a resolution seeking the shareholders ratification of the remuneration payable to the Cost Auditors for the FY 2026-27 is included in the Notice convening the Annual General Meeting.

During the year, the Company filed the Cost Audit Report for the Financial Year 2024-25 with the Ministry of Corporate Affairs within the prescribed time limit. The Cost Audit Report for the Financial Year 2024-25, did not contain any qualification, reservation, adverse remark or disclaimer. The Cost Audit Report for the Financial year ended March 31, 2026 will be also filed in due course.

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 specified 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.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 15(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the provisions relating to Corporate Governance are not applicable to:

a. The listed entities having paid-up equity share capital not exceeding U0 crore and net worth not exceeding ^25 crore, as on the last day of the previous financial year;

b. The listed entities which have listed their specified securities on the SME Exchange.

As the Company is listed on the SME Exchange, the provisions relating to Corporate Governance under the SEBI Listing Regulations are presently not applicable to the Company. Accordingly, a separate Report on Corporate Governance does not form part of this Annual Report.

Notwithstanding the above exemption, the Company remains committed to the highest standards of corporate governance and ethical business practices. The Company conducts its affairs with diligence, transparency, integrity, responsibility, and accountability, recognizing that a sound corporate governance framework is fundamental to sustainable growth and long- term value creation. The Board of Directors firmly believes that strong governance practices foster stakeholder confidence and contribute to the Companys overall performance. The Company continues to discharge its fiduciary responsibilities with due care and remains committed to protecting the interests of its shareholders and other stakeholders while fulfilling its responsibilities towards society at large.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company for the financial year under review, as the Company does not meet the prescribed criteria relating to net worth, turnover, or net profit as specified under the said section.

Accordingly, the Company was not required to constitute a Corporate Social Responsibility Committee, formulate a Corporate Social Responsibility Policy, or incur any expenditure towards Corporate Social Responsibility activities during the year under review.

DETAILS OF HOLDING, SUBSIDIARY, JOINT VENTURES, ASSOCIATE COMPANIES

As on March 31, 2026, your Company has a wholly owned subsidiary in the name of SSTUK Limited registered 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, 2026.

ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, read with the applicable provisions of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 for the financial year ended March 31, 2026, is placed on the Companys website and can be accessed at www.suranisteel.com under the Investors section.

MATERIAL AND SIGNIFICANT ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

No significant 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.

DISCLOSURE OF ACCOUNTING TREATMENT

The standalone financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with the Companies (Accounting Standards) Rules, 2021 and the relevant provisions of the Companies Act, 2013 (the "Act"), as applicable, Accounting Standards (AS)/guidance notes issued by the Institute of Chartered Accountants of India (ICAI) and other generally accepted accounting principles in India. The financial statements have been prepared on accrual basis under the historical cost convention. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year.

As per MCA Notification dated February 16, 2015, Companies whose shares are listed on SME Platform as referred in chapter XB of SEBI (issue of capital disclosure requirement) regulations 2009 are exempted from compulsory requirement of adoption

of Indian Accounting Standards (IND AS). As the company is covered under exempted category, it has not adopted IND AS for Preparation of standalone financial statements.

The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

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.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All the transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from the Audit Committee is obtained for the related party transactions which are repetitive in nature.

All the transactions with related parties entered into during the financial year under review were at an arms length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the Listing Regulations and your Companys Policy on Related Party Transactions.

The Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable.

Further, the members may refer to the Notes to Financial Statements forming part of this Annual Report for detailed disclosures of related party transactions entered into by the Company during the Financial year 2025-26.

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 therefore, energy conservation measures are undertaken wherever practicable in its plant and attached facilities. The Company is making every effort ensure the optimal use of energy, avoid waste and conserve energy by using energy efficient 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	During the year under review, the Company has not made any capital investment specifically towards energy conservation equipment.
(B) Technology absorption
(i)	the efforts made towards technology absorption	Your Company firmly believes that adoption and use of technology is a fundamental business requirement for carrying out business effectively and efficiently. We are constantly upgrading our technology to reduce costs and achieve economies of scale.
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution;	a. Right sizing of Manpower b. Cost Reduction c. Optimum efficiency
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year	N.A.
	(a) the details of technology imported	N.A.
	(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	Inflow (In Rs.)	Outflow (In Rs.)
	The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows	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.

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 2025-26.

Sitting fees have been paid to the Independent Directors.

CREDIT RATING

Your Company does not require to obtain credit rating for its securities.

MEANS OF COMMUNICATION

The Board believes that effective 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 financial results of the Company are published in accordance with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

b) The provisions for publishing the financial results as per Regulation 47 of SEBI (Listings Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company being a SME Listed Company.

The Financial Results of the Company are displayed on the Companys website i.e. www.suranisteel.comand also available on the stock exchange website.

POLICIES ADOPTED BY THE COMPANY

ESTABLISHMENT OF VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) and 177(10) of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has adopted a Vigil Mechanism / Whistle Blower Policy.

The Policy provides a framework for Directors, employees and other eligible stakeholders to report genuine concerns relating to unethical behaviour, actual or suspected fraud, violation of the Companys Code of Conduct, or any breach of applicable laws, rules or regulations. The Policy also provides adequate safeguards against victimization of persons who use the mechanism in good faith and ensures that all concerns are investigated in a fair, transparent and confidential manner.

The Company affirms that no person has been denied access to the Chairperson of the Audit Committee under the Vigil Mechanism during the year under review.

The Vigil Mechanism/Whistle Blower Policy is available on the website of the Company at www.suranisteel.com.

NOMINATION AND REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with the applicable Rules made thereunder, the Company has adopted a Nomination and Remuneration Policy.

The Policy lays down the criteria for appointment, qualification, positive attributes and independence of Directors and provides a framework for the remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The Policy is designed to ensure that:

a. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel and Senior Management Personnel of the quality required to manage the affairs of the Company successfully;

b. the relationship between remuneration and performance is clear and meets appropriate performance benchmarks; and

c. the remuneration of Directors, Key Managerial Personnel and Senior Management Personnel comprises an appropriate balance between fixed and performance-linked pay, reflecting both short-term and long-term performance objectives aligned with the Companys goals.

The Nomination and Remuneration Policy is available on the website of the Company at www.suranisteel.com.

POLICY ON MATERIALITY OF RELATED PARTY TRANSACTION:

All transactions entered into with Related Parties during the financial year under review were in the ordinary course of business and on an arms length basis. Accordingly, the provisions of Section 188 of the Companies Act, 2013 read with the applicable Rules made thereunder were not attracted.

Further, no material related party transactions were entered into by the Company during the financial year ended March 31, 2026. Accordingly, disclosure of related party transactions in Form AOC-2, as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is not applicable to the Company.

The details of related party transactions are placed before the Audit Committee, wherever applicable, for its review and approval in accordance with the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations.

The Company has adopted a Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions in accordance with the applicable provisions. The said Policy provides a framework for identification, approval, monitoring and reporting of Related Party Transactions undertaken by the Company. The Policy on Materiality of Related Party Transactions is available on the website of the Company at www.suranisteel.com.

PREVENTION OF INSIDER TRADING:

Pursuant to the applicable provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors has formulated and implemented a Code of Conduct to regulate, monitor and report trading in securities by Designated Persons and other connected persons. The Company has also adopted a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information to ensure timely, adequate and fair disclosure of such information in accordance with applicable regulatory requirements.

The aforesaid Codes are available on the website of the Company at www.suranisteel.com

POLICY ON THE PRESERVATION OF DOCUMENTS AND ARCHIVE POLICY:

Pursuant to Regulation 9 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has formulated and approved the Policy on Preservation of Documents and Archival Policy. The Policy is available on the website of the Company at www.suranisteel.com

RISK MANAGEMENT POLICY:

The Company has implemented a Risk Management framework in accordance with the applicable provisions of the Companies Act, 2013. The Company has identified various elements of risks that may impact its operations, performance and long-term sustainability and has taken appropriate measures to mitigate such risks.

The Company has formulated a comprehensive Risk Management Policy and established procedures for identification, assessment, monitoring and minimization of risks. The Risk Management framework is periodically reviewed by the Board of Directors to ensure its effectiveness and to address emerging risks on a continuous basis.

Statement concerning Development and Implementation of Risk Management Policy of the Company

The Company recognises that risk is inherent to its business and is committed to identifying, assessing and managing risks in a timely and effective manner. The Company periodically reviews key business risks, their potential impact and the adequacy of mitigation measures. Risk management forms an integral part of the Companys business operations and is aimed at supporting sustainable growth, operational resilience and long-term value creation. The Management of the Company with the help of inhouse team and internal auditor, identifies the risks. Risks are generally associated with the areas of new products, information security, digitisation etc.

The Risk Management Policy is available on the website of the Company at www.suranisteel.com

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

The Company has adopted a Policy on Determination and Disclosure of Materiality of Events and Information to ensure timely and adequate disclosure of material events and information to the stakeholders in accordance with applicable regulatory requirements.

The Policy provides a framework for identification, determination, assessment and disclosure of material events and information by the Company.

The Policy on Determination and Disclosure of Materiality of Events and Information is available on the website of the Company at www.suranisteel.com

PARTICULARS REGARDING EMPLOYEE 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

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

OTHER REGULATORY REQUIREMENT

The Company has been complied with all regulatory requirements of central government and state government and there were no significant 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 Company is registered with the SEBI Complaints Redress System ("SCORES"), a centralized web-based mechanism for facilitating the resolution of investor complaints. The system enables centralized recording of complaints, submission of Action Taken Reports ("ATRs") by the concerned entities and online tracking of the status of complaints by investors.

The Company makes every effort to resolve investor grievances received through SCORES or through other permissible modes within the prescribed timelines. During the Financial Year ended March 31, 2026, the Company did not receive any complaint through SCORES.

INVESTOR GRIEVANCES REDRESSAL STATUS

During the Financial Year ended March 31, 2026, the Company did not receive any complaints or queries from its shareholders.

The Company Secretary of the Company acts as the Compliance Officer and is responsible for ensuring compliance with applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, securities laws and the SEBI (Prohibition of Insider Trading) Regulations, 2015, to the extent applicable to the Company.

Shareholders may send their queries or communications to the Company Secretary at cs@suranisteel.com

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

No application has been made and no proceedings have been initiated against the Company under the Insolvency and Bankruptcy Code, 2016 during the financial year under review. Accordingly, the requirement to disclose details of any application made or proceedings pending under the Insolvency and Bankruptcy Code, 2016, along with the status thereof as at the end of the financial year, is not applicable to the Company.

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

The Company is committed to providing a safe, secure and conducive work environment and maintaining a workplace free from sexual harassment.

The details relating to complaints received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the financial year ended March 31, 2026, are as under:

• Number of complaints of sexual harassment received during the year: Nil

• Number of complaints disposed of during the year: Nil

• Number of cases pending as on March 31, 2026: Nil

ENVIRONMENT AND SAFETY

The Company is committed to conducting its business operations in an environmentally responsible and safe manner. It continually endeavours to maintain high standards of health, safety and environmental protection across its operations while ensuring compliance with applicable environmental laws, regulations and statutory requirements.

The Company is committed to the conservation of natural resources, prevention of pollution and promotion of safe working practices. Appropriate measures are undertaken to provide a safe and healthy work environment for employees and other stakeholders and to minimize the environmental impact of its operations.

GREEN INITIATIVE

Electronic copy of the Annual Report for Financial Year 2025-26 and the Notice of the ensuing Annual General Meeting 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 Financial Year 2025-26 can be accessed.

The 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 Beetal Financial & Computer Services (P) Limited, Companys Registrar and Share Transfer Agent.

OTHER 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 2025-26 with Banks or Financial Institution.

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

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere appreciation and gratitude to the shareholders for the confidence and trust reposed in the Company. The Board also acknowledges the valuable support and cooperation extended by the Companys clients, dealers, business associates, regulatory authorities and Government authorities, which have contributed significantly to the Companys growth and progress.

The Directors further appreciate the dedication, commitment and valuable contribution of all employees of the Company. Their continued efforts, commitment and support have been instrumental in achieving the Companys performance and objectives.

The Board also places on record its sincere appreciation for the guidance and assistance provided by the Companys Auditors, Legal Advisors, Consultants and other stakeholders.

The Company remains committed to creating sustainable value for its shareholders and will continue to strive towards achieving its future goals and aspirations.

		For and on behalf of the Board
		Surani Steel Tubes Limited
	Sd/-	Sd/-
	Vijay Singla	Chetan Singla
Place: Chandigarh	Managing Director	Joint Managing Director
Date: August 29, 2026	DIN: 00156801	DIN: 00549795