Directors Report of Surani Steel Tubes Ltd.

Mar 31, 2025

The Directors of your Company are pleased to present the 13 th 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 financial performance of the Company for the F.Y 2024-25 as compared to the previous financial 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 Profit (Before Finance Cost and Depreciation & Amortization)
Less: Finance Cost	1.76	10.70	1.76	10.70
Profit before Depreciation & Amortization
Less: Depreciation & Amortization	79.80	47.64	79.80	47.64
Profit 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
Profit 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
Profit 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

Note: Previous year''s figures have been regrouped/ reclassified wherever necessary to correspond with the current year''s classificafion / disclosure.

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 Profit after
Tax (PAT) is Rs. 48.56 Lakhs as compared to Rs. 50.11 Lakhs in the
previous year.

A comprehensive review of the Company''s operations, financial
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 off any of its existing businesses and also
did not hive off any segment or division during the financial 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 Company''s
subsidiary during the year under review.

DIVIDEND:

In view of the Company''s 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 financial 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 affecting financial
position of the Company which has occurred between the end of the
financial 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 five 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 offer
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 differential voting
rights and have not issued any shares with differential 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 financial 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 fifty 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	1 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 Officer (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
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 is attached as Annexure-I.

KEY MANAGERIAL PERSONNEL (KMP)

During the financial 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 effect from August 02, 2025.

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, 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 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 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.

All the Independent Directors have confirmed to the Board that they
meet the criteria of independence as specified under Section149(6)
of the Act and that they qualify to be Independent Directors pursuant
to the Rule 5 of the Companies (Appointment and Qualification of
Directors) Rules, 2014.

The confirmations 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
Company''s 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 flow of
information between the management and the Board that is
necessary for the Board to effectively and reasonably perform
its duties.

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

1 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 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 Company''s Nomination & Remuneration policy which includes
the Director''s 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

COMMITTEES OF THE BOARD OF DIRECTORS:

Matters of policy and other relevant and significant 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 fixes 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
Officer 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 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;

• 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

[e-mail]

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 certificates, general meetings etc.;

• Review of measures taken for effective 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:

Sr. No.	Date of Committee Meeting	Strength of the Committee	No. of Members Present
1	11.06.2024	4	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, 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 March 31,2025
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 directors had prepared the annual accounts on a going
concern basis;

(e) The directors had laid down internal financial controls to be
followed by the company and that such internal financial
controls are adequate and were operating effectively.

(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 effectively.

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 office till conclusion of 16th Annual General Meeting to be
held in year 2028. M/s Anu and Associates confirmed that they are not
disqualified from continuing as Auditors of the Company. The
Statutory Auditors have issued an unmodified opinion on the financial
statements for the financial 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 financial 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 financial year 2025-26.

INTERNALAUDITOR:

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 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 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. 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.

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 financial 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
significant areas of the Company''s operations. The Audit Committee
reviews the effectiveness of the Company''s 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 filed 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
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.

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 financial year;

b) Listed entity which has listed its specified securities on the SME
Exchange.

Your Company always places a major trust on managing its affairs
with diligence, transparency, responsibility and accountability
thereby upholding the important dictum that an organization''s
corporate governance philosophy is directly linked to high
performance. The Company understands and respects its fiduciary
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
financial 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 specific
standard with regards to availability and suitability of policies and
procedures. During the year the Internal Control weaknesses were
identified 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 financial 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 inefficiency 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 profit 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 profits 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 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.

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 financial year ended March 31,2025, is available
on the website of the Company www.suranisteel.com once it is filed
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
Qualification of Directors) Rules, 2014 that none of the Directors of
your Company is disqualified; to hold office as director disqualified as
per provision of Section 164(2) of the Companies Act, 2013 and
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 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 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 equipment''s 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	Cross ventilation for light and air have reduced power consumption
	sources of energy;	in day time.
(iii)	the capital investment on energy conservation	Cross ventilation for light and air have reduced power consumption
	equipment	in day time.
(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,	a. Right sizing of Manpower
	cost reduction, product development or import	b. Cost Reduction
	substitution;	c. Optimum efficiency
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning	Nil
	of the financial year (a) the details of technology imported	Nil
	(b) the year of import	N.A.
	(c) whether the technology been fully absorbed (d) if not fully absorbed, areas where absorption	N.A.
	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 The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year	Inflow (In '') Out Flow (In '')
	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.
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:

Member''s 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 specific 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 effective communication of information is
an essential component of Corporate Governance. The Company
regularly interacts with Shareholders through multiple channels of
communication such as Company''s website and stipulated
communications to Stock Exchanges where the Company''s shares are
listed for announcement of Financial Results, Annual Report,
Company''s 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) Newspapers wherein results are normally published the
Company is Listed on SME Platform, 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.

c) Any website, where displayed

The Financial Results of the Company are displayed on the
Company''s 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 financial 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
sufficient 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 fixed and
incentive pay reflecting 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 arm''s 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 financial
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 identified 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
significant and material orders passed by the Regulators or Courts or
Tribunals during the year impacting the going concern status and the
Company''s 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 effort
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 financial 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 Officer 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 [e-mail]

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 financial 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
financial year 2024-25 under the aforesaid Act.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally
clean and safe operations. The Company''s 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
Company''s 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
Company''s website from where the Annual Report of the Company for
the financial year 2024-25 can be accessed. As per the General
Circular No. 20/2020 of Ministry of Corporate Affairs 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) , Company''s 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
Benefit Act, 1961.

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

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

b) Number of complaints disposed off 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 confidence 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
Company''s growth. The Directors also wish to express their
appreciation for the efficient and loyal services rendered by each and
every employee, without whose whole-hearted efforts, 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
effort 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

---

Mar 31, 2024

The Board of Directors takes immense pleasure in presenting the 12th Annual report of the Company on business operation of "Surani Steel Tubes Limited along with the summary of the audited financial statements for the financial year ended 31st March, 2024 as given below:

COMPANY OVERVIEW:

Your Company is in the business of manufacturing and supplying best ERW pipes and steel tubes. The Company commenced in the July 2012 on the strong base formulated by decades of experience in this industry. The major steel manufacturing industry professionals act as spine of this company, striving to turn into the leading brand for serving various industrial sectors with adequate steel supplies.

The Company is incepted and being managed by the experienced professionals, having decades of experience in ERW MS Pipes and steel tubes manufacturing. The deployment of best resources and state of art manufacturing facilities with stronger back of technology is out forte.

FINANCIAL HIGHLIGHTS:

The highlights of the financial performance of the Company for the Financial Year ended 31 st March, 2024 as compared to the previous financial year are as under: -

'' in lacs
Particulars	Standalone
	31s:“?^e
Revenue from Operations	15513.54	12360.34
Other Income	79.13	21.08
Total revenue	15592.68	12381.41
Operating Profit (Before Finance Cost and Depreciation & Amortization)		56.80
Less: Finance Cost	10.70	112.34
Profit before Depreciation & Amortization		(55.54)
Less: Depreciation & Amortization	47.64	94.19
Profit before Exceptional and Extraordinary item and Tax	60.46	(149.73)
Less: Exceptional items	0.00	0.00
Profit before Tax	60.46	(149.73)
Less/(Add): Current Tax	9.43	37.00
Less/(Add): MAT credit Entitlement	(9.43)	-
Less/(Add): Deferred Tax liability/(Assets)	(10.42)	-7.40
Less/(Add): Prior period tax Adjustment	20.77	0.00
Profit after Tax	50.11	(179.33)
Earnings Per Share
Basic	0.56	-2.16
Diluted	0.44	-2.16

STATE OF COMPANY''S AFFAIRSOPERATIONAL/FINANCIAL PERFORMANCE:

During the Financial Year 2023-24. Your Company achieved an operational Turnover of '' 15513.54 Lakhs as compared to '' 12360.34 Lakhs in the previous Financial Year, and Profit after Tax for FY 2023-24''50.11 Lakhs as compared to Net Losses of '' 179.33 Lakhs in the previous Financial Year.

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 31,2024 is '' 50.11 Lakhs.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there was no change in the nature of the business of the Company.

b. CHANGES IN THE CAPITAL STRUCTURE AUTHORISED SHARE CAPITAL

The Authorised Share Capital as on March 31, 2024 stands at '' 25,00,00,000/- (Rupees Twenty Five Crores only) divided into 2,50,00,000 (Two Crore Fifty Lakh Shares) Equity Shares of '' 10/- (Rupees Ten only) each.

During the year 2023-24 the Authorised share capital of the Company increased twice from '' 9,00,00,000/- (Rupees Nine Crores only) divided into 90,00,000 (Ninety Lakhs) equity shares of '' 10/- (Rupees Ten only) each to '' 20,00,00,000/-(Rupees Twenty Crores only) divided into 2,00,00,000 (Two crores) equity shares of '' 10/- (Rupees Ten only) each, and from '' 20,00,00,000/- (Rupees Twenty Crores only) divided into 2,00,00,000 (Two crores) equity shares of '' 10 (Rupees Ten only) each to '' 25,00,00,000/- ( Rupees Twenty Five Crore only) divided into 2,50,00,000 (Two Crore Fifty Lakh Shares ) Equity Shares of '' 10/- (Rupees Ten only) each.

ISSUED, PAID UP SUBSCRIBED & SHARE CAPITAL

The Paid Up Capital as on March 31, 2024 stands at '' 10,63,40,000 (Rupees Ten Crores Sixty Three Lakhs Forty Thousand only) divided into 1,06,34,000 (One Crore Six Lakhs Thirty Four Thousand only) equity share of ''10 /-each. During the year, the Company has allotted 23,50,000 (Twenty Three Lakhs Fifty Thousand only) equity shares having face value of '' 10/- each on account of exercise of conversion option exercised by warrants holders, nonpromoter, public category.

As a result, the paid up share capital of the Company increased from '' 8,28,40,000/- (Rupees Eight Crores Twenty Eight Lakhs Forty Thousand only) divided into 82,84,000 (Eighty Two Lakhs Eighty Four Thousand only) equity shares of face value of '' 10/- each to '' 10,63,40,000(Rupees Ten Crores Sixty Three Lakhs Forty Thousand only) divided into

1.06.34.000 (One Crore Six Lakhs Thirty Four Thousand only) equity shares of face value of '' 10/- each.

Out of total 23,50,000 equity shares the Listing and Trading approval for 12,04,000 (Twelve Lakh Four Thousand) equity shares were received in FY 2023-24 and the balance

11.46.000 (Eleven Lakh Forty Six Thousand) equity shares got Listing and Trading approval post closure of FY 2023-24 with NSE.

I SSUE OF CONVERTIBLE WARRANTS ON PREFERENTIAL BASIS:

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

DIVIDEND:

No Dividend has been declared by the Company for the Financial year ending 31st March, 2024.

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 2023-24.

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

The material changes and commitments have occurred after the close of the year till the date of this report which may affect the financial position of the Company are following:

a. CHANGE IN THE MANAGEMENT OF THE COMPANY

Members may take note that during the year 2023-24, Mr. Vijay Singla, Mr. Chetan Singla and Ms. Santosh Rani (''the acquirers'') have entered into Sale Purchase Agreement (SPA) with the promoters of the Surani Steel Tubes Limited ("Target Company") Company for acquisition of 28,14,000 Equity Shares representing 33.97% of the Paid-up Equity Share Capital of the Company.

Further The Acquirers have made this open offer to acquire upto 33,13,600 (Thirty Three Lakh Thirteen Thousand and Six Hundred) Fully Paid-Up Equity Shares representing 40.00% of the Paid up Equity Share Capital of the target Company at an Offer Price of INR 44/- per fully paid-up equity share payable in cash. Total 19,64,000 equity shares representing 23.70% of the Paid Up Equity Share Capital of the Company.

Pursuant to change in control over the Company, the management of the Company also got changed and changes were made in the Board of Directors of the Company. (Details of changes in Board of Directors is given under the head Board of Directors and Key Managerial Personnel below).

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

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 2023-24.

EMPLOYEE STOCK OPTIONS

During the Financial Year 2023-24 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, Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051. The Annual Listing fee for the year 2024- 25 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.

EXPORTS:

There was no Export during FY 2023-24.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Following are the changes in the Board of Directors and KMPs of the Company during the FY 2023-24:

DIN/PAN	Name	Date of Event	Nature of event	Reason
08231737	Mr. Dineshbhai Dhanjibhai Patel	May 03, 2023	Resignation	Change in management of the Company
08228689	Mrs. Hetika Sagar Chandni	May 03, 2023	Resignation	Change in management of the Company
00621993	Mr. Karshanbhai Patel	May 03, 2023	Resignation	Change in management of the Company
00156801	Mr. Vijay Singla	May 03, 2023	Appointment	Appointed as Additional Director
00549795	Mr. Chetan Singla	May 03, 2023	Appointment	Appointed as Additional Director
10124839	Mrs. Sangeeta Mehtani	May 03, 2023	Appointment	Appointed as Additional Independent Director
10119925	Mr. Gurpreet Singh Bhatia	May 03, 2023	Appointment	Appointed as Additional Independent Director
10132246	Mr. Kailash Garg	May 03, 2023	Appointment	Appointed as Additional Independent Director
GPUPS6920A	Ms. Shwetal Ritesh Maliwal	May 03, 2023	Resignation	Change in management of the Company
BELPS5287P	Mr. Mohinder Singh	May 03, 2023	Appointment	Appointed as Company Secretary
05331136	Mr. Mukesh Patel	July 20, 2023	Resignation	Change in management of the Company
03585273	Mr. Dinesh Karshan Patel	July 20, 2023	Resignation	Change in management of the Company
BDAPP0110N	Mr. Gaurav Rajeshbhai Patel	August 24, 2023	Resignation	Resigned
10087877	Ms. Pavni Singla	August 24, 2023	Appointment	Appointed as Additional Director
HFWPK7352P	Ms. Pavni Singla	August 24, 2023	Appointment	Appointed as Chief Financial Officer

COMPOSITION OF BOARD OF DIRECTORS:

The Board of directors of the company consists of an optimum combination of executive and independent directors, to ensure the independent functioning of the Board. The composition of the Board also complies with the provisions of the Companies Act, 2013 and the Listing Regulations. As at the end of corporate financial year 2023- 24, the total Board consists of Six (6) directors, out of which

Three (3) are Executive Directors including Three (3) are Independent Directors

The Board structure of the Company comprises of following Directors and KMP as on March 31,2024:
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
HFWPK7352P	Ms. Pavni Singla	Chief Financial Officer (CFO)
BELPS5287P	Mr. Mohinder Singh	Company Secretary (CS)

None of the Directors on the Board of the Company as stated above for the Financial Year ended 31st March, 2024 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 is attached as Annexure-I.

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, Mr. Vijay Singla (DIN: 00156801), got appointed as Managing Director (Executive Category) on the board w.e.f 20th July, 2023, is liable to get retire by rotation at the ensuing 12th 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.

INDEPENDENT DIRECTORS:

Mrs. Sangeeta Mehtani (DIN: 10124839); Mr. Gurpreet Singh Bhatia (DIN: 10119925) and Mr. Kailash Garg (DIN: 10132246) were appointed as Additional Independent Directors in the Board meeting held on May 03, 2023. They were appointed as Non-executive Independent Directors on the Board for a term of 5 (Five) consecutive years, in the Extra-ordinary General Meeting of the Company held on July 31,2023.

DECLARATION OF INDEPENDENCE 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 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.

All the Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section149(6) of the Act and that they qualify to be Independent Directors pursuant to the Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The confirmations were placed before and noted by the Board.

MANAGING DIRECTOR, CFO AND CS:

Mr. Vijay Singla (DIN: 00156801) and Mr. Chetan Singla (DIN: 00549795) were appointed as Additional Directors in the Board

meeting held on May 03, 2023 and were regularised as Directors of the Company in the Extra-ordinary General Meeting of the Company held on July 31,2023.

Further, Mr. Vijay Singla was re-designated as Managing Director of the Company and Mr. Chetan Singla was re-designated as Joint Managing Director of the Company with effect from July 20, 2023 for a term of 3 (Three) years.

Mr. Gaurav Rajeshbhai Patel had resigned from the position of Chief Financial Officer (CFO) of the Company with effect from August 24, 2023.

Ms. Pavni Singla was appointed as the Chief Financial Officer (CFO) of the Company with effect from August 24, 2023.

Ms. Shwetal Ritesh Maliwal (M. No. A41344) had resigned from the position of Company Secretary and Compliance Officer of the Company with effect from May 03, 2023.

Mr. Mohinder Singh (M. No. A21857) was appointed as Company Secretary and Compliance officer of the Company with effect from May 03, 2023.

NUMBER OF BOARD MEETINGS AND ATTENDANCE:

The Board meets at regular intervals to discuss and take a view on the Company''s 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, 2024, the Board meetings were held on the following dates as mentioned in the table:

Sr. No.	iDate of Board Meeting	Board Strength	No. of Directors Present
1	03/05/2023	5	5
2	10/05/2023	7	6
3	26/05/2023	7	7
4	20/07/2023	7	6
5	24/08/2023	5	5
6	08/09/2023	6	5
7	14/11/2023	6	6
8	18/01/2024	6	5
9	08/02/2024	6	4

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 February 08, 2024 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 flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All Independent Directors were present at the meetings of Independent Directors held on 08/02/2024.

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 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 Company''s Nomination & Remuneration policy which includes the Director''s 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

COMMITTEES OF THE BOARD OF DIRECTORS:

Matters of policy and other relevant and significant 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 fixes 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*

Constituted on May 03, 2023

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 Officer 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

Note: Due to change in the Management of the Company Audit committee also got re-constituted during the financial year 2023-24 on May 03, 2023.

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

During the FY 2023-24, the Audit Committee of the Company met Six (6) times as mentioned in the table:
Sr. No.	Date of Committee Meeting	Strength of the Committee	No. of Members Present
1	10/05/2023	4		4
2	26/05/2023	4		4
3	24/08/2023	4		4
4	08/09/2023	4		3
5	14/11/2023	4		4
6	14/02/2024	4		3

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 31,2024 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

Note: Due to change in the Management of the Company Nomination & Remuneration Committee also got re-constituted during the

financial year 2023-24.

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 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;

• 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.

No Complaint was received as well as pending during the financial year 2023-24.

During the year under review, the Nomination and Remuneration Committee of the Company met Three (3) times and the details are

as follows:

Sr. No.	Date of Committee Meeting	Strength of the Committee	No. of Members Present
1	03/05/2023	3	3
2	20/07/2023	4	3
3	24/08/2023	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
Note: Due to change in the Management of the company Stakeholder Relationship committee also got reconstituted during the financial year 2023-24

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 certificates, general meetings etc.;

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

During the year under review, the said Committee of the Company met Four (4) times and the details are as follows:
Sr. No.	Date of Committee Meeting	Strength of the Committee	No. of Members Present
1	10/05/2023	4	4
2	20/07/2023	4	3
3	14/11/2023	4	4
4	18/01/2024	4	3

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 2023-24, the Preferential Issue Committee of the Company met Eight (8) times as mentioned in the table:

Sr. No.	Date of Committee Meeting	Strength of the Committee	No. of Members Present
1	04/07/2023	4	4
2	04/08/2023	4	4
3	29/08/2023	4	3
4	15/09/2023	4	3
5	07/10/2023	4	4
6	12/01/2024	4	3
7	08/02/2024	4	4
8	24/02/2024	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, 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 March 31,2024 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 directors had prepared the annual accounts on a going concern basis;

(e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(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 effectively.

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 11thAnnual General Meeting held on September 30, 2023 to hold the office till conclusion of 16th Annual General Meeting to be held in year 2028. M/s Anu and Associates confirmed that they are not disqualified from continuing as Auditors of the Company. The Statutory Auditors have issued an unmodified opinion on the financial statements for the financial year ended March 31, 2024. 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 & SECRETARIAL AUDIT REPORT:

The Board of directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed M/s. S V Associates, Company Secretaries as Secretarial Auditor of the Company to conduct the Secretarial Audit as per the provisions of the said Act for the Financial Year 2023-24.

A Secretarial Audit Report for the Financial Year 2023-24 is annexed herewith as Annexure-II in Form MR-3 and forms an integral part of this Report. The Secretarial Audit Report does not contain any disqualification, reservation or adverse remark which needs any explanation or comments of the Board.

REVIEW OF AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT:

There are no qualifications, reservations or adverse remarks made by Statutory Auditors M/s. Anu and Associates (FRN: 019624N), Chartered Accountants, in the Auditor''s report and by Secretarial Auditors M/s. S V & Associates, Company Secretary in their Secretarial Audit Report for the Financial Year ended March 31,2024.

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 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 has re-appointed M/s. S. N. Shah & Associates, Chartered Accountants, Ahmedabad as the Internal Auditors for the Financial Year 2024-25.

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.

M/s. S. N. Shah & Associates (Firm Registration No: 109782W), Chartered Accountants, Ahmedabad has been appointed as the Internal Auditor of the Company, who 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 significant areas of the Company''s operations. The Audit Committee reviews the effectiveness of the Company''s internal control system.

COST AUDITORS:

The Board of Directors has on the recommendation of Audit Committee, approved the appointment of M/s Balwinder & Associates, Cost Accountants, (Firm Registration No. 000201), as the Cost Auditors of the Company for the year 2024-25 at a remuneration of '' 45,000/- 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 2023-24, the Cost Audit report shall be duly filed 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 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.

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:

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report.

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 '' 10 Crore and Net worth not exceeding '' 25 Crore, as on the last day of the previous financial year;

b) Listed entity which has listed its specified securities on the SME Exchange.

Your Company always places a major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an Organization''s corporate governance philosophy is directly linked to high performance. The Company understands and respects its fiduciary 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 financial 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 specific standard with regards to availability and suitability of policies and procedures. During the year the Internal Control weaknesses were identified 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 financial 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 inefficiency or inadequacy of such controls.

CORPORATE SOCIAL RESPONSIBILITY:

The provision of section 135 of Companies Act, 2013 for implementing Corporate Social Responsibility Policy, constitute committee and expenditure thereof is not applicable to the company since the company is not meeting with the criteria of net-worth, turnover or net profits mentioned therein.

MATERIAL AND SIGNIFICANT ORDERS PASSED BY REGULATORS & COURTS

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.

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 financial year ended 31st March, 2024, will be available on the website website of the Company www.suranisteel.com once it is filed 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.

DISQUALIFICATIONS OF DIRECTORS:

During the financial year 2023-24 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules,

2014 that none of the Directors of your Company is disqualified; to hold office as director disqualified as per provision of Section 164(2) of the Companies Act, 2013 and 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 Obligations and Disclosure Requirements) Regulations, 2015.

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

The Company does not have any Holding, Subsidiary, Associate or Joint Venture at the beginning or any time during the year or at the end of the financial 2023-24. Therefore, it is not required to furnish any details in the Form AOC-1.

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:

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 Link Intime India Private Limited.

DIRECTOR REMUNERATION AND SITTING FEES:

Member''s attention is drawn to Financial Statements wherein the disclosure of remuneration paid to Directors is given during the year 2023-24.

Sitting fees have been paid to the Independent Directors. CREDIT RATING:

The company has not obtained any rating from any Credit Rating Agency during the year.

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 specific duties & obligations, attendance, contribution at meetings, etc. The performance evaluation of the Chairman and the NonIndependent 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 effective communication of information is an essential component of Corporate Governance. The Company regularly interacts with Shareholders through multiple channels of communication such as Company''s website and stipulated communications to Stock Exchanges where the Company''s shares are listed for announcement of Financial Results, Annual Report, Company''s 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) Newspapers wherein results are normally published the Company is Listed on SME Platform, 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.

c) Any website, where displayed

The Financial Results of the Company are displayed on the Company''s 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 financial 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 sufficient 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 fixed and incentive pay reflecting 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 arm''s 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 financial 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 2023-24.

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 identified 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-III.

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 significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the Company''s 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 effort 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 financial year 2023-24.

INVESTOR GRIEVANCES REDRESSAL STATUS:

During the Financial Year 2023-24, there were no complaints or queries received from the shareholders of the Company. Company Secretary, acts as the Compliance Officer 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 be sent their query at [e-mail]

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 financial 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 financial year 2023-2024 under the aforesaid Act.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s 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 2023-24 and the Notice of the ensuing AGM is being sent to all shareholders whose email addresses are available in demat account and registered with Company''s Registrar and Share Transfer Agent. As per the General Circular No. 20/2020 of Ministry of Corporate Affairs 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 Link Intime India Private Limited , Company''s Registrar and Share Transfer Agent.

APPRECIATION & ACKNOWLEDGEMENT

Your directors wish to place on record their gratitude to Shareholders for the confidence 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 Company''s growth. The Directors also wish to express their appreciation for the efficient and loyal services rendered by each and every employee, without whose wholehearted efforts, 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 effort to meet the aspirations of its Shareholders.

---

Mar 31, 2023

The Directors take pleasure in presenting the 11^th Annual report of the Company on business operation of "Surani Steel Tubes Limited along with the summary of the audited financial statements for the financial year ended March 31^st, 2023 as given below:

COMPANY OVERVIEW:

Your Company is in the business of manufacturing and supplying best ERW pipes and steel tubes. The company commenced in the July 2012 on the strong base formulated by decades of experience in this industry. The major steel manufacturing industry professionals act as spine of this company, striving to turn into the leading brand for serving various industrial sectors with adequate steel supplies.

The company is incepted and being managed by the experienced professionals, having decades of experience in ERW MS Pipes and steel tubes manufacturing. The deployment of best resources and state of art manufacturing facilities with stronger back of technology is out forte.

FINANCIAL HIGHLIGHTS:

The highlights of the financial performance of the Company for the financial year ended 31^st March, 2023 as compared to the previous financial year are as under: -

OPERATIONAL PERFORMANCE REVEIW:

The revenue from operations for FY 2022-23 was '' 12,360.34 Lakhs as compared to previous year''s revenue from operations of '' 13,675.24 Lakhs. Net Profit/Loss after tax for FY 2022-23 was '' (179.33) Lakhs against the previous year''s Net profit after tax of '' 185.40 Lakhs.

Your Directors are optimistic to deliver better revenues and profitability by inducting new means of operational efficiencies, better product mix and control measures in the coming years.

Rs. in Lakhs)
	Standalone
Particulars	For the Financial Year	For the Financial Year
	31st March, 2023	31st March, 2022
Revenue from Operations	12360.34	13675.24
Other Income	21.08	5.63
Total revenue	12381.41	13680.87
Operating Profit (Before Finance Cost and Depreciation & Amortization)	56.80	482.36
Less: Finance Cost	112.34	166.10
Profit before Depreciation & Amortization	(55.54)	316.26
Less: Depreciation & Amortization	94.19	126.46
Profit before Exceptional and Extraordinary item and Tax	(149.73)	189.80
Less: Exceptional items	0.00	0.00
Profit before Tax	(149.73)	189.80
Less/(Add): Current Tax	37.00	35.00
Less/(Add): MAT credit Entitlement	-	(35.00)
Less/(Add): Deferred Tax liability/(Assets)	-7.40	4.40
Less/(Add): Prior period tax Adjustment	0.00	0.00
Profit after Tax	(179.33)	185.40
Earnings Per Share
Basic	-2.16	2.24
Diluted	-2.16	2.24

The Acquirers have taken over the control of the Company and following changes were made in the Board of the Company.
Sr. No. Name of Director	Date of Cessation	Name of Director	Date of Appointment
1. Mr. Dinesh Karshan Patel, (Managing Director)	July 20, 2023	Mr. Vijay Singla (Managing Director)	July 20, 2023
2. Mr. Mukesh Patel, (Joint Managing Director)	July 20, 2023	Mr. Chetan Singla (Joint Managing Director)	July 20, 2023
3. Mr. Karshanbhai Patel, (Non-Executive Director)	May 03, 2023	Mrs. Sangeeta Mehtani (Independent Director)	May 03, 2023
4. Ms. Hetika Sagar, Chandini (Independent Director)	May 03, 2023	Mr. Kailash Garg (Independent Director) May 03, 2023
5. Mr. Dineshbhai Dhanjibhai Patel, (Independent directors)	May 03, 2023	Mr. Gurpreet Singh Bhatia (Independent Director)	May 03, 2023

DIVIDEND:

Your directors do not recommend any final or interim Dividend for the financial year ended 31^st March, 2023

DECLARATION OF INDEPENDENCE 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 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.

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 2022-23.

TRANSFER TO RESERVE & SURPLUS:

The Board of Directors do not propose any amount to be transferred to General Reserves for the Financial Year 2022-23.

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

The material changes and commitments have occurred after the close of the year till the date of this report which may affect the financial position of the Company are following:

a. CHANGE IN THE MANAGEMENT OF THE COMPANY

Members may take note that post closure of Financial Year 2022-23, Pursuant to the provision of Regulation 22 of SEBI (SAST) Regulations, 2011, Mr. Vijay Singla, Mr. Chetan Singla and Ms. Santosh Rani (''the acquirers'') have entered into Sale Purchased Agreement (SPA) with the promoters of the Surani Steel Tubes Limited (” Target Company") Company for acquisition of 28,14,000 Equity Shares representing 33.97% of the Paid-up Equity Share Capital of the Company.

Further The Acquirers have made this open offer to acquire upto 33,13,600 (Thirty Three Lakh Thirteen Thousand and Six Hundred) Fully Paid-Up Equity Shares representing 40.00% of the Paid up Equity Share Capital of the Target Company at an Offer Price of INR 44/- per fully paid-up equity share payable in cash. Total 196400 equity shares representing 23.70% of the Paid Up Equity Share Capital of the Company.

b. CHANGES IN THE CAPITAL STRUCTURE

The Authorised Share Capital as on March 31, 2023 stood '' 9,00,00,000/- (Rupees Nine Crore Only) divided into 90,00,000 (Ninety Lakh) Equity Shares of ''10/- each.

Further, the Authorized Share Capital of the Company was increased to '' 20,00,00,000/- (Rupees Twenty Crores Only) divided into 2,00,00,000 Equity Shares of ''10/- from '' 9,00,00,000/- (Rupees Nine Crore Only) divided into 90,00,000 (Ninety Lakh) Equity Shares of ''10/- each for which member''s approval was taken by passing ordinary resolution through postal ballot on June 09, 2023 pursuant to provisions of Section 13, 61 and all other applicable provisions of the Companies Act, 2013 and rules issued thereunder.

c. ISSUED, PAID UP SUBSCRIBED &SHARE CAPITAL

The Paid Up Capital as on March 31, 2023 stood '' 8,28,40,000 divided into 82,84,000 equity share of '' 10 each. Post close of Financial Year 2022-23, the Company has allotted 4,81,000 Equity shares having face value of '' 10/- each on account of exercise of conversion option exercised by warrants holders, non-promoter, public category.

As a result, the paid up share capital of the Company rose to '' 8,76,50,000/ divided into 87,65,000 Equity shares of face value of '' 10/- each

Out of total 4,81,000 equity shares Company got the Listing and Trading approval for 1,25,000 equity shares and in process to file listing approval of balance 3,56,000 equity shares with NSE.

ISSUE OF CONVERTIBLE WARRANTS ON PREFERENTIAL BASIS.

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 Fully Convertible Warrants having face value of '' 10/- each at a premium of '' 125/- per warrants carrying a right to subscribe to one Equity Share per Warrant, for cash at an issue price of '' 135/- per warrant by way of preferential allotment to non-promoter, public category.

SWEAT EQUITY SHARES

As per the provisions of Section 54(1)(d) of the Companies Act, 2013 and in terms of Rule 8(13) of Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued any Sweat Equity Shares.

DIFFERENTIAL VOTING RIGHTS

As per the provisions of Section 43(a)(ii) of the Companies Act, 2013 and in terms of Rule 4(4) of Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any shares with Differential Voting Rights.

EMPLOYEE STOCK OPTIONS

As per the provisions of Section 62(1)(b) of the Companies Act, 2013 and in terms of Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any Employee Stock Options.

LISTING INFORMATION:

The Equity Shares in the Company are continued to be listed with NSE EMERGE Platform and in dematerialized form. The ISIN No. of the Company is INE01ZJ01015.

STATEMENT PURSUANT TO LISTING AGREEMENT:

The Company Equity Shares is listed at National Stock Exchange Limited (SME segment). The Annual Listing fee for the year 202324 has been paid.

DEPOSITS FROM PUBLIC:

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.

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.

CHANGE IN THE NATURE OF BUSINESS:

During the Year under review, there was no material changes and commitments 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.

DETAILS OF SUBSIDIARY, JOINT VENTURES, ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Associate or Joint Venture at the beginning or any time during the year or at the end of the financial 2022-23. Therefore, it is not required to furnish any details in the Form AOC-1.

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.

M/s. S. N. Shah & Associates (Firm Re. No: 109782W), Chartered Accountants, Ahmedabad has been appointed as the internal auditor of the Company, who 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 significant areas of the Company''s operations. The Audit Committee reviews the effectiveness of the Company''s internal control system.

DETAILS OF HOLDING, SUBSIDIARY AND ASSOCIATES:

The Company does not have any Subsidiary, Associate or Joint Venture at the beginning or any time during the year or at the end of the financial 2022-23, therefore, it is not required to furnish any details in the Form AOC-1.

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 equipment''s 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 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 economie 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 :	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
(C)	Foreign exchange earnings and Outgo	Inflow (In '') Out Flow (In '')
	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

INDUSTRIAL RELATION:

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As per Provisions of Section 152 of the Companies Act, 2013, Mr. Chetan Singla, Joint Managing Director is liable to retire by rotation and is eligible to offer himself for re-appointment in the ensuing Annual General Meeting.

Change in Key Managerial Personnel: As of March 31,2023, the Key Managerial Personnel (KMP) of the Company as per Section 2(51) and 203 of the Companies Act, 2013 were as follows:
NAME		DESIGNATION
Mr. Dinesh Karshan Patel		Managing Director
Mr. Mukesh Patel		Joint Managing Director
Ms. Shwetal Ritesh Maliwal		Company Secretary cum Compliance Officer
Mr. Gaurav Rajeshbhai Patel		Chief Financial Officer
Post closure of the Financial year 2022-23, the composition of Board of Directors has been changed in compliance with the provisions of Sections 149 and 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Regulation 17(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Presently the composition of Board of Directors and KMP is as given below.
NAME	DIN	DESIGNATION
Mr. Vijay Singla	00156801	Managing Director
Mr. Chetan Singla	00549795	Joint Managing Director
Ms. Pavni Singla	10087877	Additional Director cum Chief Financial Officer
Mrs. Sangeeta Mehtani	10124839	Independent Director
Mr. Kailash Garg	10132246	Independent Director
Mr. Gurpreet Singh Bhatia	10119925	Independent Director
Mr. Mohinder Singh	BELPS5287P	Company Secretary

Ms. Shwetal Ritesh Maliwal Resigned from the position of Company Secretary and Compliance Officer w.e.f. May 03, 2023, due to personal reasons and Mr. Mohinder Singh (M.No. A21857) was appointed as the Company Secretary & Compliance Officer of the Company and also designated as KMP under Section 203 of the Companies Act 2013.

Mr. Dinesh Karshan Bhai Patel, Managing Director and Mr. Mukesh Bhai Patel, Joint Managing Directors have resigned due to change in management and then Board on the recommendation of Nomination and Remuneration Committee have appointed/ redesignated Mr. Vijay Singla (DIN: 00156801) as Managing Director and Mr. Chetan Singla (DIN:00549) as Joint Managing Directors of the company w.e.f July 20, 2023 in their place for which Shareholders approval is proposed at the ensuring Annual General Meeting of the Company.

Further, Board of Directors at their meeting held on August 24, 2023 appointed Ms. Pavni Singla (DIN:10087877) as Additional Director cum Chief Financial Officer in place pursuant in compliance with provisions of Section 203 of Companies Act, 2013 and rules made thereunder as defined under Section2(19) of Companies Act, 2013 and falls under definition of "Key Managerial Personnel" of the Company pursuant to Section 2(51) of Companies Act, 2013.

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 at the end of the 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 directors had prepared the annual accounts on a going concern basis;

(e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(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 effectively.

NUMBER OF BOARD MEETINGS AND ATTENDANCE:

During the Financial year 2022-23, Ten (10) board meetings were held. These were held on

10-April-2022, 30-May-2022, 1 7-June-2022, 15-july-2022, 20-August-2022, 07-October-2022, 05-November-2022, 20-January-2023, 10-March-2023, 30-March-2023.

The interval between any two meetings was well within the maximum allowed gap of 120 days.

The Composition of Board of directors and the details of meetings attended by the board of directors during the year are given below.

Name of the director	Category	No. of Board Meetings Held & Entitled to Attend	No. of Board Meetings Attended
Mr. Dinesh Karshan Patel	Joint Managing Director	10	10
Mr. Mukesh Patel	Joint Managing Director	10	10
Mr. Karshanbhai Patel	Director	10	10
Mr. Dineshbhai Dhanjibhai Pate	Independent Director	10	9
Mrs. Hetika Sagar Chandni	Independent Director	10	8

NOTE: After the closure of financial year 2022-23 the year the management of the company got changed Mr. Vijay Singla, Ms. Santosh Rani, Mr. Chetan Singla ("Acquirers"), Consequently the composition of the Board and committee reconstituted and is now headed by Mr. Vijay Singla, Managing Director, Mr. Chetan Singla, Joint Managing Director, Ms. Pavni Singla, Additional Director Cum Chief Financial Officer , Mrs. Sangeeta Mehtani (Independent Director), Mr. Kailash Garg (Independent Director), and Mr. Gurpreet Singh Bhatia (Independent Director

COMMITTEES OF THE BOARD:

Matters of policy and other relevant and significant information are furnished regularly to the Board. To provide better Corporate Governance & transparency, currently, your Board has four (4) Committees viz., Audit Committee, Remuneration & Nomination Committee, Stakeholders Relationship Committee and Preferential Issue Committee look into various aspects for which they have been constituted. The Board fixes 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*

*Constituted on 3^rd May, 2023 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.

During the Financial year 2022-23, Six (6) meeting of audit committee held on April 10, 2022; May 30, 2022; August 20, 2022; November 05, 2022; January 20^th 2023 and March 20, 2023.

The Composition of Audit Committee and the details of meetings attended by members during the year are given below.
Sr. No.	Name of the Director	Status in Committee	Nature of Directorship	No of Meetings Held & Entitled to Attend	No of Meetings attended
1.	Mr. Dineshbhai Dhanjibhai Patel	Chairman of committee	Independent Director Chairman	6	6
2.	Mrs. Hetika Sagar Chandni	Member	Non-Executive and Independent Director	6	6
3.	Mr. Karshanbhai Pate	Member	Non-Executive Director	6	6

Due to change in the Management of the company Audit committee also got reconstituted during the financial year 2022-23 and is now hereby headed by Mr. Gurpreet Singh Bhatia, Mrs. Sangeeta Mehtani, Mr. Kailash Garg and Mr. Vijay Singla.

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

Recommendations by the Audit Committee

All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors.

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.

During the Financial year 2022-23, two meeting of the Nomination and Remuneration Committee held on January 20, 2023 and March 10, 2023.

The Composition of Nomination and Remuneration Committee and the details of meetings attended by members during the year are given below.

Sr. No.	Name of the Director	Status in Committee	Nature of Directors hip	No of Meetings Held & Entitle d to Attend	No of Meetings attended
1.	Mr. Dineshbhai Dhanjibhai Patel	Chairman of committee	Non- Executive and Independent Director	2	2
2.	Mrs. Hetika Sagar Chandni	Member	Non-Executive and Independent Director	2	2
3.	Mr. Karshanbhai Patel	Member	Non-Executive Director	2	2

Due to change in the Management of the company Nomination and remuneration committee also got reconstituted during the financial year 2022-23 w.e.f May 03, 2023 and is now hereby headed by Mr. Gurpreet Singh Bhatia, Mrs. Sangeeta Mehtani, Mr. Kailash Garg, Mr. Chetan Singla.

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 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;

• 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.

No Complaint was received as well as pending during the financial year 2022-23.

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.

During the Financial year 2022-23, four (4) meeting of Stakeholder Relationship Committee were held on May 5, 2022, August 20, 2022, November 05, 2022 and March 10, 2023.

The Composition of Stakeholder and Relationship Committee and the details of meetings attended by the members during the year are given below:

Sr.	Name of the Director	Status in	Nature of	No of Meetings Held &	No of Meetings
No.		Committee	Directorship	Entitled to Attend	attended
1.	Mr. Dineshbhai Dhanjibhai Patel	Chairman of	Independent Director	6	6
		committee	Chairman
2.	Mrs. Hetika Sagar Chandni	Member	Non-Executive and Independent Director	6	6
3.	Mr. Karshanbhai Pate	Member	Non-Executive Director	6	6
Sr. No.	Name of the Director	Status in Committee	Nature of Directors hip	No of Meetings Held & Entitle d to Attend	No of Meetings attended
1.	Mr. Dineshbhai Dhanjibhai Patel	Chairman of	Non-Executive and	4	4
		committee	Independent Director
2.	Mrs. Hetika Sagar Chandni	Member	Non-Executive and Independent Director	4	4
3.	Mr. Karshanbhai Patel	Member	Non-Executive Director	4	4

Note: Due to change in the Management of the company Stakeholder Relationship committee also got reconstituted during the financial year 2022-23 w.e.f 03.05.2023 and is now hereby headed by Mr. Gurpreet Singh Bhatia, Mrs. Sangeeta Mehtani, Mr. Kailash Garg, Mr. Vijay Singla

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 certificates, general meetings etc.;

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

MEETING OF INDEPENDENT DIRECTORS:

During the year under review, the Independent Directors met on March 07,2023 inter alia, to discuss:

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

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

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

All the Independent Directors were present in the meeting.

DECLARATION FROM INDEPENDENT DIRECTORS:

All the Independent Directors on the Board have given a declaration of their independence to the Company as required under section 149(6) of the Companies Act, 2013.

CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS:

An Independent Director shall be a person of integrity and possess appropriate balance of skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing and technical operations or any other discipline related to the Company''s business. The Company did not have any peculiar relationship or transactions with non-executive Directors during the year ended March 31^st, 2023.

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 '' 10 Crore and Net worth not exceeding '' 25 Crore, as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Your Company always places a major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an Organization''s corporate governance philosophy is directly linked to high performance. The Company understands and respects its fiduciary 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.

MATERIAL AND SIGNIFICANT ORDERS PASSED BY REGULATORS & COURTS

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.

AUDITORS:STATUTORY AUDITORS:

At the 7^th AGM held on August 27, 2019 the Members were approved appointment of M/s. Ambalal Patel & Co. (FRN No. 100305W), Chartered Accountants as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 12^th AGM.

Further due to change in management of the Company, existing Auditors have tendered their resignation and Board of Directors of the Company at their meeting held on August 24, 2023 have appointed M/s Anu & Associates, Chartered Accountants (Firm Registration No. 019624N ) as Statutory Auditors of the Company in casual vacancy who shall hold the office up the conclusion of 11^th Annual General Meeting and further based on the recommendation of Audit Committee recommended for getting Member''s approval on the appointment for the appointment of M/s Anu and Associates, Chartered Accountants (Firm Registration No. 019624N) as Statutory Auditors for 5 years who shall hold the office from the conclusion of 11^th Annual General Meeting to be held in Year 2023 till conclusion of 16^th Annual General Meeting to be held in year 2028.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT:

The Board of directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed M/s. S V Associates, Company Secretaries as Secretarial Auditor of the Company to conduct the Secretarial Audit as per the provisions of the said Act for the Financial Year 2022-23.

A Secretarial Audit Report for the Financial Year 2022-23 is annexed herewith as Annexure-I in Form MR-3. and forms an integral part of this Report. The Secretarial Audit Report does not contain any disqualification, reservation or adverse remark which needs any explanation or comments of the Board.

INTERNAL AUDITOR:

The Board of directors has appointed M/s. S. N. Shah & Associates, Chartered Accountants (FRN: 109782W), as the internal auditor of the company; The Internal Auditor conducts the internal audit of the functions & operations of the Company and review the adequacy and efficiency of the key internal controls from time to time and reports to the Audit Committee.

INTERNAL FINANCIAL CONTROLS:

The Company has a well-placed, proper and adequate internal financial 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 specific standard with regards to availability and suitability of policies and procedures. During the year the Internal Control weaknesses were identified 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 financial 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 inefficiency or inadequacy of such controls.

COST AUDITORS AND THEIR REPORT:

In terms of the Section 148 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the Company has made and maintained the cost accounts and records for the year 2022-23.

The Company has appointed M/s. C. B. MODH & CO., Cost Accountants, Ahmedabad (M. No:30056) as the Cost Auditors of the Company for audit of cost accounting records for the financial year 2022-23. The Cost Audit Report to the Central Government for the financial year ended 31^st March, 2023 was approved by board of directors on August 24, 2023.

Further, the Board of Directors has appointed M/s. Balwinder & Associates, Cost Auditors as Cost Auditor ofthe Company for the financial year 2023-24 and fixed their remuneration, subject to ratification by the shareholders in the ensuing AGM of the Company.

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.

REVIEW OF AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT:

There are no qualifications, reservations or adverse remarks made by Statutory Auditors M/s. Ambalal Patel & Co. (FRN: 100305W), Chartered Accountants, Ahmedabad, in the Auditor''s report and by Secretarial Auditors M/s. S V & Associates, Company Secretary in their Secretarial Audit Report for the Financial Year ended March 31^st, 2023.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report.

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 is attached here with as Annexure II.

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 Link Intime India Private Limited.

DIRECTOR REMUNERATION AND SITTING FEES:

Member''s attention is drawn to Financial Statements wherein the disclosure of remuneration paid to Directors is given during the year 2022-23.

No Sitting fees have been paid to the Non-executive directors and Independent Directors.

RELATED PARTY TRANSACTIONS:

All transactions entered with Related Parties for the year under review were on arm''s 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 financial 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 2022-23.

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.

The policy on Related Party Transactions on Materiality of and dealing with Related Party transactions as approved by the Board is uploaded on the Company''s website i.e. www.suranisteel.com

CREDIT RATING:

The company has not obtained any rating from any Credit Rating Agency during the year.

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 specific 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.

CORPORATE SOCIAL RESPONSIBILITY:

The provision of section 135 of Companies Act, 2013 for implementing Corporate Social Responsibility Policy, constitute committee and expenditure thereof is not applicable to the company since the company is not meeting with the criteria of net-worth, turnover or net profits mentioned therein.

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 Company''s website and stipulated communications to Stock Exchanges where the Company''s shares are listed for announcement of Financial Results, Annual Report, Company''s 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) Newspapers wherein results are normally published ss the Company is Listed on SME Platform, 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.

c) Any website, where displayed

The Financial Results of the Company are displayed on the Company''s 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 behavior, actual or suspected fraud or violation of the Code of conduct or legal or regulatory requirements incorrect or misrepresentation of any financial statements. The policy

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 identified 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.

VIGIL MECHANISM/WHISTLE BLOWER MECHANISM:

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.

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-II

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.

DISQUALIFICATIONS OF DIRECTORS:

During the financial year 2022-23 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified; to hold office as director disqualified as per provision of Section 164(2) of the Companies Act, 2013 and 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 14^th June,2018 and NSE circular dated 20^th 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 Obligations and Disclosure Requirements) Regulations, 2015.

provides for adequate safeguards against victimization of employees and Directors of the Company.

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 sufficient 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 fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

POLICY ON MATERIALITY OF RELATED PARTYTRANSACTION:

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

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 significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the Company''s 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 effort 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 financial year 2022-23.

INVESTOR GRIEVANCES REDRESSAL STATUS:

During the Financial Year 2022-23, there were no complaints or queries received from the shareholders of the Company. Company Secretary, acts as the Compliance Officer 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 be sent their query at [e-mail].

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 financial 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 financial year 2021-2022 under the aforesaid Act.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s 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 2022-23 and the Notice of the ensuing AGM is being sent to all shareholders whose email addresses are available in demat account and registered with Company''s Registrar and Share Transfer Agent. As per the General Circular No. 20/2020 of Ministry of Corporate Affairs 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 Link Intime India Private Limited , Company''s Registrar and Share Transfer Agent.

APPRECIATION & ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude to Shareholders for the confidence 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 Company''s growth. The Directors also wish to express their appreciation for the efficient and loyal services rendered by each and every employee, without whose whole-hearted efforts, 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 effort to meet the aspirations of its Shareholders.