SRU Steels Ltd — Updates, 30-05-2025: Company Update

SRU STEELS LIMITED

CIN:-L17300DL1995PLC107286

Registered Office:-11/598/1, Chawla Market, Patpar Ganj Road, Jheel Khuranja, Delhi – 110031

Corporate Office : Naayan Nagar Shoes, Vill.Navagam (Anandpur), Tal. Rajkot.

Email id: srusteels95@gmail.com; Website:-www.srusteels.com; Phone +91 7567730702

Date: 30.05.2025

To,

The General Manager,

Corporate Relationship Department,

BSE Limited

25th Phiroze Jeejeebhoy Towers,

Dalal Street,

Mumbai- 400001

Reference: ISIN - INE425C01017; Scrip Code-540914; Symbol- SRUSTEELS

Subject: Submission of Annual Secretarial Compliance Report under Regulation 24A of Securities

and Exchange Board of India (Listing obligations and Disclosure Requirement) Regulations, 2015

for the year ended 31st March, 2025

Dear Sir/Ma’am,

With reference to the above-mentioned subject and pursuant to Regulation 24A of Securities and

Exchange Board of India (Listing obligations and Disclosure Requirement) Regulations, 2015 we are

enclosing herewith the Annual Secretarial Compliance Report of the Company for the year ended March

31, 2025.

You are requested to please take the same in your record.

Thanking You

Yours faithfully

For SRU Steels Limited

Himanshu Rajeshkumar Vyas

Director

DIN: 10867339

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VISHAKHA AGRAWAL & ASSOCIATES

Practising Company Secretaries

301-G, Goyal Vihar, Gate No.2

Khajrana Road, Indore (M.P.)

Email: csvishakhagrawal@gmail.com

Contact No. 9424501155, 8518888114

SECRETARIAL COMPLIANCE REPORT

OF SRU STEELS LIMITED

(CIN: L01111DL1995PLC107286)

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2025

[Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015]

To,

The Board of Directors

SRU STEELS LIMITED

CIN: L01111DL1995PLC107286

11/598/1, Chawla Market, Patpar Ganj Road

Jheel Khuranja, East Delhi, Delhi - 110031

We have conducted the review of the compliance of the applicable statutory provisions and the adherence

to good corporate practices by SRU STEELS LIMITED (CIN: L01111DL1995PLC107286) (hereinafter

referred as 'the listed entity'), having its Registered Office at 11/598/1, Chawla Market, Patpar Ganj Road,

Jheel Khuranja, East Delhi, Delhi - 110031. Secretarial Review was conducted in a manner that provided

us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our

opinion thereon.

Based on our verification of the listed entity's books, papers, minutes books, forms and returns filed and

other records maintained by the listed entity and also the information provided by the listed entity, its

officers, agents and authorized representatives during the conduct of Secretarial Review, we hereby report

that in our opinion, the listed entity has, during the review period covering the financial year ended on

March 31, 2025, complied with the statutory provisions listed hereunder and also that the listed entity has

proper Board processes and compliance mechanism in place to the extent, in the manner and subject to

the reporting made hereinafter.

We have examined:

(a) All the documents and records made available to us and explanation provided by SRU STEELS

LIMITED (CIN: L01111DL1995PLC107286) (“the listed entity”),

(b) the filings/ submissions made by the listed entity to the stock exchange BSE Ltd.,

(c) the website of the listed entity, i.e. www.srusteels.in,

(d) any other document / filing, as may be relevant, which has been relied upon to make this certification,

for the financial year ended 31st March 2025 (“Review Period”) in respect of compliance with the

provisions of:

(a) the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars,

guidelines issued thereunder; and

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(b) the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the

Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India

(“SEBI”);

The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been

examined, includes:-

(a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015;

(b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,

2018;

(c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011;

(d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not

applicable to the Company during the Review Period)

(e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)

Regulations, 2021; (Not applicable to the Company during the Review Period)

(f) Securities and Exchange Board of India (Issue and Listing of Non-Convertible) Regulations, 2021;

(Not applicable to the Company during the Review Period)

(h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(i) Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2016;

(Not applicable to the Company during the Review Period)

and circulars/ guidelines issued thereunder;

Wherever required, we have obtained the management representation about the compliance of the laws,

rules, regulations and happening of events, etc.

And based on the above examination, we hereby report that, during the Review Period:

(a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines

issued thereunder except in respect of matters specified below:-

S.

N

o.

Compliance

Requirement

(Regulations/

circulars/guideli

nes including

specific clause

Regulation

/ Circular

No.

Deviation

s

Actions

taken

by the

Authori

ty

Type

of

Actio

n

Details of

Violation

s

Fine

Amount

Observations/

Remarks of the

Practising

Company

Secretary

Manageme

nt

Response

Remark

s

Not Applicable

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(b) The listed entity has taken the following actions to comply with the observations made in previous

reports:

Sr.

No.

Compliance

Requirement

(Regulations/

circulars/guideli

nes including

specific clause

Regulatio

n/ Circular

No.

Deviation

s

Action

s taken

by

Type

of

Actio

n

Details

of

Violation

s

Fine

Amoun

t

Observation

s/ Remarks

of the

Practising

Company

Secretary

Manageme

nt

Response

Not Applicable

(c) We hereby report that, during the Review Period, the compliance status of the listed entity is appended

as below:

S.No. Particulars Compliance

Status

(Yes/No/NA)

Observations/

Remarks by PCS*

1. Secretarial Standards:

The compliances of the listed entity are in accordance with the

applicable Secretarial Standards (SS) issued by the Institute of

Company Secretaries of India (ICSI)

Yes

2. Adoption and timely updation of the Policies:

• All applicable policies under SEBI Regulations are adopted

with the approval of board of directors of the listed entities

• All the policies are in conformity with SEBI Regulations and

have been reviewed & updated on time, as per the

regulations/circulars/guidelines issued by SEBI.

Yes

Yes

3. Maintenance and disclosures on Website:

• The Listed entity is maintaining a functional website

• Timely dissemination of the documents/information under a

separate section on the website

• Web-links provided in annual corporate governance reports

under Regulation 27(2) of Listing Regulations are accurate

and specific which re-directs to the relevant document(s)

/section of the website.

Yes

Yes

Yes

4. Disqualification of Director:

None of the Director(s) of the Company is/are disqualified

under Section 164 of Companies Act, 2013 as confirmed by

the listed entity.

Yes

5. Details related to Subsidiaries of listed entities have

been examined w.r.t:

a) Identification of material subsidiary companies

b) Disclosure requirement of material as well as other

subsidiaries

N.A. The Company

does not have any

subsidiary.

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6. Preservation of Documents:

The listed entity is preserving and maintaining records as

prescribed under SEBI Regulations and disposal of records as

per Policy of Preservation of Documents and Archival policy

prescribed under SEBI LODR Regulations, 2015.

Yes

7. Performance Evaluation:

The listed entity has conducted performance evaluation of the

Board, Independent Directors and the Committees at the start

of every financial year/during the financial year as prescribed

in SEBI Regulations.

Yes

8. Related Party Transactions:

a) The listed entity has obtained prior approval of Audit

Committee for all related party transactions; or

b) The listed entity has provided detailed reasons along with

confirmation whether the transactions were subsequently

approved/ratified/rejected by the Audit Committee, in case no

prior approval has been obtained.

Yes

N.A.

It was observed

that the prior

approval of audit

committee was

taken, wherever

required.

9. Disclosure of events or information:

The listed entity has provided all the required disclosure(s)

under Regulation 30 along with Schedule III of SEBI LODR

Regulations, 2015 within the time limits prescribed thereunder.

Yes

10. Prohibition of Insider Trading:

The listed entity is in compliance with Regulation 3(5) & 3(6)

SEBI (Prohibition of Insider Trading) Regulations, 2015.

Yes

11. Actions taken by SEBI or Stock Exchange(s), if any:

No action(s) has been taken against the listed entity/its

promoters/ directors/ subsidiaries either by SEBI or by Stock

Exchanges (including under the Standard Operating

Procedures issued by SEBI through various circulars) under

SEBI Regulations and circulars/guidelines issued thereunder.

The actions taken against the listing entity / its promoters /

directors / subsidiaries either by SEBI or by Stock Exchanges

are specified in the last column.

Yes

No action taken

during the review

period.

12. Additional Non-compliances, if any:

No additional non-compliance observed for any SEBI

regulation/circular/guidance note etc.

Yes

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Compliances related to resignation of statutory auditors from listed entities and their material subsidiaries

as per SEBI Circular CIR/CFD/CMD1/114/2019 dated 18th October 2019:

S.No. Particulars Compliance

Status

(Yes/No/NA)

Observations/Remarks

by PCS*

1. Compliances with the following conditions while appointing/re-appointing an auditor

i. If the auditor has resigned within 45 days from the end

of a quarter of a financial year, the auditor before such

resignation, has issued the limited review/ audit report

for such quarter; or

ii. If the auditor has resigned after 45 days from the end

of a quarter of a financial year, the auditor before such

resignation, has issued the limited review/ audit report

for such quarter as well as the next quarter; or

iii. If the auditor has signed the limited review/ audit

report for the first three quarters of a financial year, the

auditor before such resignation has issued the limited

review/ audit report for the last quarter of such financial

year as well as the audit report for such financial year.

No*

N.A.

N.A.

The auditor has resigned

w.e.f. 13.02.2025.

However, the auditor

declined to give the

report for the quarter, in

spite of continuous

follow-ups and visits at

the auditor’s office,

therefore, the company

has to take report from

the new appointed

auditor. The same matter

was considered and

noted in the audit

committee meeting.

2. Other conditions relating to resignation of statutory auditor

i. Reporting of concerns by Auditor with respect to the

listed entity/its material subsidiary to the Audit Committee:

a. In case of any concern with the management of the listed

entity/material subsidiary such as non - availability of

information / non-cooperation by the management which

has hampered the audit process, the auditor has approached

the Chairman of the Audit Committee of the listed entity

and the Audit Committee shall receive such concern

directly and immediately without specifically waiting for

the quarterly Audit Committee meetings.

b. In case the auditor proposes to resign, all concerns with

respect to the proposed resignation, along with relevant

documents has been brought to the notice of the Audit

Committee. In cases where the proposed resignation is due

to non-receipt of information / explanation from the

company, the auditor has informed the Audit Committee the

details of information / explanation sought and not provided

by the management, as applicable.

c. The Audit Committee / Board of Directors, as the case

may be, deliberated on the matter on receipt of such

information from the auditor relating to the proposal to

resign as mentioned above and communicate its views to

the management and the auditor.

ii. Disclaimer in case of non-receipt of information:

The auditor has provided an appropriate disclaimer in its

audit report, which is in accordance with the Standards of

N.A.

N.A.

N.A.

N.A.

As informed by the

management of the

Company, there has been

no such instance where

the listed entity has not

provided information or

shown non-cooperation to

the auditor for the

information required by

them.

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Auditing as specified by ICAI / NFRA, in case where the

listed entity/ its material subsidiary has not provided

information as required by the auditor.

3. The listed entity / its material subsidiary has obtained

information from the Auditor upon resignation, in the

format as specified in Annexure-A in SEBI Circular CIR/

CFD/CMD1/114/2019 dated 18th October 2019.

N.A.

* Observations / Remarks by PCS are mandatory if the Compliance status is provided as ‘No’ or ‘NA’

Assumptions & Limitation of scope and Review:

1. Compliance of the applicable laws and ensuring the authenticity of documents and information

furnished, are the responsibilities of the management of the listed entity.

2. Our responsibility is to certify based upon our examination of relevant documents and information.

This is neither an audit nor an expression of opinion.

3. We have not verified the correctness and appropriateness of financial Records and Books of Accounts

of the listed entity.

4. This Report is solely for the intended purpose of compliance in terms of Regulation 24A (2) of the

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is neither an assurance as

to the future viability of the listed entity nor of the efficacy or effectiveness with which the management

has conducted the affairs of the listed entity.

For Vishakha Agrawal & Associates

Practising Company Secretaries

CS Vishakha Agrawal

Place: Indore (Proprietor)

Date: 20/05/2025 ACS: 39298 CP No. 15088

P.R. No. 2575/2022

UDIN: A039298G000390594

Vishakha

Agrawal

Digitally signed by Vishakha Agrawal

Date: 2025.05.20 13:18:49 +05'30'

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