Directors Report of P S Raj Steels Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 21^st Annual Report on the business and operations of the
Company together with the Audited financial statements and notes thereto for the Financial Year ended 31st
March, 2025.

It is also a matter of pride to inform you that the equity shares of the Company were admitted for listing on the
National Stock Exchange’s EMERGE Platform on 19^th February, 2025.

A summary of the Company’s performance for the financial year ended 31st March, 2025 is as follows:

Particular	2024-2025 (In Lakhs)	2023-2024 (in Lakhs)
Turnover	26627.15	29775.44
Sales and Other Income	26630.55	29776.39
Operating Profit (PBIDT)	1230.27	1081.55
Interest Cost	137.44	152.16
Profit before Depreciation (PBDT)	1092.83	929.39
Depreciation	96.41	82.41
Profit before tax	996.42	846.98
Provision for Taxation	255.47	213.32
Profit after Tax	740.95	633.66

1) BUSINESS OVERVIEW:

During the year under review your company did well. Your company will achieve new heights in the ensuing
years. Your Company is engaged in manufacturing of Stainless-Steel Pipes & Tubes. The Company business
performed well during the period under review. During the year your Company has generated total income of
Rs. 26630.55 (in Lakhs).

2) CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of the business of the Company during the year under review.

3) DIVIDEND:

With a view to conserve resources, your directors have thought it would be prudent to retain the earnings and
not to recommend any dividend for the financial year 2024-2025.

4) UNPAID DIVIDEND AND IEPF:

The Company has not transferred any amount to the Investor Education & Protection Fund (IEPF) and no
amount is lying in Unpaid Dividend A/c of the Company.

5) DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73
of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during
the year under review. Hence, the requirement for furnishing of details relating to deposit
covered under Chapter V of the Act or the details of deposits which are not in compliance with Chapter V of
the Act is not applicable. Hence no such disclosure is required. However the Particulars of transactions not
considered as Deposit under Rule 2(1)(c) of the Companies (Acceptance of Deposit) Rules, 2014 for the
Financial Year 2024-2025 in e form DPT-3 has been filed by the Company on MCA e filing portal.

6) TRANSFER TO RESERVES:

An amount of Rs. 740.95 lakhs has been transferred to reserves during the year under review.

7) LOANS FROM DIRECTORS OR DIRECTORS’ RELATIVES:

During the financial year 2024-2025, the Company has not borrowed any money from Director’s or Directors
Relative.

8) PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

The details of transactions/contracts/arrangements referred to in Section 188(1) of Companies act 2013
entered by the Company with related party(ies) as defined under the provisions of Section 2(76) of the
Companies Act, 2013, during the financial year under review were in ordinary course of business and on an
arm’s length basis, the same are mentioned under Note No. 6 of (Notes on Financial Statements) of the
Annual Audited Financial Statements. All transactions with related parties are placed before the Audit
Committee for approval and the same has been ratified , approved by the Audit Committee, Board Members
and Shareholder at their EGM held on 16^th January, 2025.

The details in respect of the same has been disclosed in “Annexure -I” to this Report in form AOC-2.

9) SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the financial year under review, your Company did not have any, joint venture and /or associate
company. Hence the requirement of Disclosure of such Entities in AOC-1 is not applicable on the Company
during the period under review.

10) WEBLINK FOR ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013, the weblink for perusal of annual return of the
Company is https://pssrgroup.com/annual-return. The Annual Return for the FY 2024-2025 will be uploaded
On https://pssrgroup.com/annual-return under 2024-2025.

Further Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual
Return for the financial year ended 31^st March, 2025 made under the provisions of Section 92(3) of the Act
need not be part of the Annual Report as per the amendment in Rule 12 of Companies (Management and
Administration) Rules, 2014 effective from March 31, 2022.

11) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The information on Loans, Guarantees and Investments covered under the provisions of Section 186/185 of
the Companies Act, 2013 is not applicable as no such Loans, Guarantees have been given or Investments have
been made by the Company during the period under review.

12) CHANGES IN THE STATUS OF THE COMPANY:

A. Conversion and Change in Name from P S Raj Steels Private Limited to P S Raj Steels Limited:

During the year, the Company changed its name from P S Raj Steels Private Limited to P S Raj
Steels Limited and subsequently converted into a public limited company under the name P S Raj
Steels Limited, pursuant to Special Resolution No. 04 passed at the Extra Ordinary General Meeting
held on 17th May, 2024. The revised Certificate of Incorporation was issued on 6th August, 2024.

B. Listing of Shares:

The Company’s equity shares were listed on the NSE Emerge Platform on 19^th February, 2025 and
became a listed entity on NSE Emerge Platform w.e.f. 19^th February, 2025. The Company has raised
the total fund of Rs. 28.28/- Crore through SME IPO of the Company. The Company’s SME IPO
has received an exceptional response being oversubscribed around 9.16 times led by the strong
participation from Retail Investors, Non-Institutional Investors and Qualified Institutional Buyers
(QIBs).

The Company has paid the annual listing fee for the financial year 2024-25. The Equity Shares of the
Company has the electronic connectivity under ISIN No. INE0XUS01012. To provide service tothe
Shareholders, the Company has appointed M/s. Bigshare Services Private Limited as Registrar and
Share Transfer Agent (RTA) of the Company for allied Services for its Members / Investors and for
Electronic Connectivity with both the depositories i.e. NSDL and CDSL.

13) CAPITAL STRUCTURE:

A. AUTHORISED SHARE CAPITAL:

Authorised share capital of the company increased from Rs.1.00/- Crore (comprising of 10,00,000
Equity Share of Rs. 10 Each) to Rs.8.00/- crore (comprising of 80,00,000 Equity Share of Rs. 10
Each) pursuant to the provisions of section 61 of Companies Act, 2013 in preceding financial year
2024-25 by Shareholders EGM held on 4^th April, 2024.

B. ISSUED & PAID-UP SHARE CAPITAL AT THE INITIAL OF THE FY 2024-2025:

The issued and paid-up share capital of the Company was Rs. 61,31,460 /- (comprising of 6,13,146
Equity Shares of 10 Each) at the beginning of the Financial Year 2024-2025.

C. BONUS ISSUE OF SHARES:

Your Company has issued Bonus shares of 49,05,168 amounting to Rs. 4,90,516,80 /- in the ratio of
8:1 to the existing shareholder vide resolution passed in EGM held on 04-04-2024. Post Bonus Issue
Company paid up capital increased to Rs. 5,51,83,140/-.

D. FRESH ISSUE OF EQUITY SHARES:

The Company issued 20,20,000 fresh equity shares at an issue price of 140 per share through an Initial
Public Offering (SME IPO) and got listed on the NSE Emerge Platform on 19^th February, 2025. As a
result of this IPO, the Company’s paid-up share capital increased to Rs.7,53,83,140, comprising
7538314 equity shares of Rs.10 each.

E. BUY BACK OF SHARES:

During the period under review your Company has not offered/completed any buy back of its securities.

F. SWEAT EQUITY:

The Company has not issued any sweat equity shares during the year under review and hence no
information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share
Capital and Debenture) Rules, 2014 is furnished.

G. EMPLOYEES STOCK OPTION PLAN:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year
under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule
12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

H. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions
of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules,
2014 is furnished.

I. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares
purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4)
of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

J. DEPOSITORY SYSTEM:

As members are aware, the company’s shares are compulsorily tradable in the electronic form. As on March
31, 2025, 100% of the Company’s total paid-up capital representing 75,38,314 shares were in
dematerialized form. The ISIN of the Equity Shares of your Company is INE0XUS01012.

14) IPO SUBSCRIPTION:

Anchor Allotment:

The bidding for anchor Investor opened and closed on 11 February, 2025 . The company has received 5 Anchor
Investor applications for 857000 Equity Shares. The Anchor Investor allocation price was finalized at 140 per
Equity Shares. A Total of 569000 equity shares were allotted under the Anchor Investor portion aggregating to Rs.
7,96,60,000/-.

Subscription Details for SME IPO of the Company:

S. No.	Category	No. Of Equity Shares Alloted
|01	Retail Individual Investors	6,65,000
02	Non-Institutional Investors	2,85,000
|03	Market Maker	101000
04	QIB (other than Anchor Investor)	3,80,000
|05	Anchor Investor	5,69,000
06	Eligible Employees	20,000

15) UTILIZATION OF FUNDS RAISED THROUGH SME INITIAL PUBLIC OFFER (IPO):

The proceeds of the SME Initial Public Offer have been utilized by the company upto the period ended as on 31.03.2025 as
under:

S. No.	Purpose	Proposed utilization of proceeds of IPO	Actual Utilization from the IPO proceeds till 31.03.2025
01	To meet Working Capital Requirements	2650.00	2621.29
02	Issue related expenses	178.00	121.80
	Total	2828.00	2743.09

16) BOARD & KMP:

A. Composition of Directors & KMP:

The company has appointed optimum number of Executive, Non-Executive Director (Including Independent Directors)
with at least one Women Director in pursuance of SEBI (Listing Obligation & Disclosure Requirement) Regulation,
2015. As on 31st March 2025 the company has 6 directors comprising of 1 Whole time Director, 1 Managing Director,
1 Women Non Executive Director, 3 Non-Executive Independent Directors. The Company has appointed Mr. Vinod
Kumar as Chief Financial Officer (CFO) and Ms. Suman as Company Secretary & Compliance Officer w.e.f.
30^th August, 2024 in pursuance to the provisions of Companies Act, 2013.

The Following below are the brief of the Directors & KMP of the Company as follows:

Directors & KMP as on 31^st March, 2025 and as on the date of signing of Board Report:

S. No.	Name of Director	Designation	Date of Current Appointment	Shareholding	% of Shareholding	Cessation
1.	Deepak Kumar (DIN: 00677030)	Managing Director	19/04/2024	550017	7.30%	-
2.	Gaurav Gupta (DIN: 00593822)	Whole-time director	19/04/2024	597294	7.92%	-
3.	Nikita Gupta (DIN: 10645088)	Non-Executive Director	19/04/2024	222129	2.95%	-
4	Alok Kumar Jain (DIN: 05282469)	Independent Director	07/09/2024	0	0%	-
5	Raj Kumar Dewan (DIN: 02663208)	Independent Director	07/09/2024	0	0%
6	Dinesh Vinayak (DIN: 10765895)	Independent Director	07/09/2024	0	0%	--
7	Vinod Kumar	Chief Financial Officer (CFO)	30/08/2024	1000	0.01
8	Suman	Company Secretary & Compliance Officer	30/08/2024	0	0%	-

B. Significant Change occurred during the period under review:

? Mrs. Nikita Gupta (DIN: 10645088) was appointed as an additional Director by board in their Board Meeting held
on 18/04/2024 and the same has been regularized by Members in EGM held on 17/05/24.

? Mr. Deepak Kumar (DIN:00677030) was appointed as Managing Director of the Company by board in their
Board Meeting held on 18/04/24 and the same has been approved by Members in EGM held on 17/05/2024.

? Mr. Gaurav Gupta(DIN:00593822) was appointed as Whole Time Director of the Company by board in their
Board Meeting held on 18/04/24 and the same has been approved by Members in EGM held on 17/05/2024.

? Mr. Alok Kumar Jain (DIN: 05282469), Raj Kumar Dewan (DIN: 02663208) & Dinesh Vinayak (DIN:
10765895) Independent Directors of the Company were appointed as an Additional Independent Directors by the
Board Members at their Board Meeting held on 5^th September, 2024 and the same has been regularize by the
Members at their EGM held on 7^th September, 2025.

? The Company has appointed Mr. Vinod Kumar as Chief Financial Officer (CFO) and Ms. Suman as Company
Secretary & Compliance Officer w.e.f. 30^th August, 2024.

C. Directors Retire by Rotation:

Mr. Deepak Kumar (DIN:00677030), Managing Director of the company is liable to retire by the rotation at the
21^st Annual General Meeting of the company pursuant to section 152 of the companies Act, 2013, read with
Companies (Appointment and Qualification of Directors) Rule, 2014 (including any statutory modification(s) or re¬
enactments) thereof for the time being in force) and being eligible, for re-appointment.

D. Independent Directors:

The Independent Directors of the Company are appointed for a fixed term of 5 Years in compliance with the
provisions of the Companies Act, 2013 and are not liable to retire by rotation. Each Independent Director has
provided a formal declaration affirming compliance with the independence criteria as laid down under Section
149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015.Additionally, in
line with Regulation 25 of the Listing Regulations, all Independent Directors have confirmed that no circumstances
exist or are reasonably expected to arise that could compromise their ability to exercise independent judgment or
discharge their duties in an objective, unbiased and effective manner.The Company has 3 Director on Board as an
Independent Director .The Composition of the Independent Director is as under along with meeting held by them

Name of the Director	Designation	Attendance of the Independent Director meetings held during the F.Y. 2024-25
13.01.2025
Raj Kumar Dewan	Independent Director	Yes
Alok Kumar Jain	Independent Director	Yes
Dinesh Vinayak	Independent Director	Yes

In accordance with the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 a separate meeting
of Independent Directors of the Company was convened during the Financial Year 2024-2025 and all Independent
Directors were present at the Meeting .

E. Annual Evaluation By The Board:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of Directors is required to carry out an annual evaluation of its own
performance, that of its committees, and individual Directors. For this purpose, the Company developed a structured
framework incorporating key evaluation parameters, including a detailed questionnaire covering various aspects of
the Board’s functioning, composition, culture, governance practices, and the performance of specific duties and
responsibilities.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance
evaluation of the Non-Independent Directors was carried out by the Independent Directors.

The Directors expressed their satisfaction with the evaluation process.

F. Familiarization Programme For Independent Directors:

Familiarization Programme has been conducted during the period under review for Independent Directors Pursuant
to provisions of Regulation 25 of the Securities & Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (‘the Listing Regulations’) and Schedule IV of Companies Act, 2013.

17) BOARD MEETINGS:

The Board of Directors met 22 times during the financial year 2024-2025 in accordance with the provisions of the
Companies Act, 2013 and rules made there under. All the Board Meeting were held within the prescribed time limit under
section 173 of Companies Act, 2013.Proper Quorum were present at all board meeting and Board meeting were
conducted with proper compliance mentioned under Companies act, 2013 and SS-1 issued by ICSI.The Company has
received a proper leave of Absence from the Directors who are unable to attend the scheduled board Meeting and Board
has approved the same.

The details of Board Meeting conducted during the period under review are as follows:

Sr. No	Date of meeting	Board Strength	No. of Directors Present
1	01/04/2024	2	2
2	06/04/2024	2	2
3	18/04/2024	2	2
4	24/04/2024	3	3
5	24/05/2024	3	3
6	13/07/2024	3	3
7	25/07/2024	3	3
8	08/08/2024	3	3
9	12/08/2024	3	3
10	30/08/2024	3	3

11	02/09/2024	3	3
12	05/09/2024	3	3
13	10/09/2024	6	6
14	27/09/2024	6	6
15	23/10/2024	6	3
16	01/01/2025	6	5
17	13/01/2025	6	6
18	01/02/2025	6	4
19	03/02/2025	6	4
20	11/02/2025	6	4
21	15/02/2025	6	4
22	17/02/2025	6	4

Number of meetings attended by each director during the year:

S. No.	Name of Director	Designation	Meetings of Board
			No. of Board Meetings which were entitled to attend	No. of Board Meetings attended
01	Deepak Kumar (DIN: 00677030)	Managing Director	22	22
02	Gaurav Gupta (DIN: 00593822)	Whole-time director	22	22
03	Nikita Gupta (DIN: 10645088)	Non-Executive Director	19	19
04	Alok Kumar Jain (DIN: 05282469)	Independent Director	10	7
05	Raj Kumar Dewan (DIN: 02663208)	Independent Director	10	05
06	Dinesh Vinayak (DIN: 10765895)	Independent Director	10	04

18) DIRECTOR’S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for
the year ended 31st March, 2025, the Board of Directors hereby confirms 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. such accounting policies have been selected and applied consistently and the Directors 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 31st March, 2025 and of the profit/loss of the Company for that year;

c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. proper systems have been devised to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

19) DISCLOSURE OF PARTICULARS OF EMPLOYEES AS REQUIRED UNDER RULE 5 (2) OF THE
COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:

Details of particulars of employees as required under rule 5 (2) of the companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 have been annexed in “Annexure -II”.

20) COMMITTEES:

The Board of Directors has constituted Three Committees, viz.:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

1. Audit Committee:

The Audit Committee was constituted on 5^th September, 2024. The Constitution, composition and functioning of the
Audit Committee also meets with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the recommendations of Audit
Committee have been accepted by the Board of Directors of the Company.The Composition of the Audit Committee is as
under along with meetings held by them:

Name of the Member	Position in Committee	Designation	Attendance of the Audit Committee meetings held during the F.Y. 2024-25
			05.09.2024	27.09.2024	01.01.2025	30.01.2025
Alok Kumar Jain	Chairperson	Independent Director	Yes	Yes	Yes	Yes
Raj Kumar Dewan	Member	Independent Director	Yes	Yes	Yes	Yes
Deepak Kumar	Member	Managing Director	Yes	Yes	Yes	Yes
Vinod Kumar	Chief Financial Officer		Yes	Yes	Yes	Yes
Suman	Company Secretary & Compliance Officer		Yes	Yes	Yes	Yes

Powers of Audit Committee:

The Audit Committee shall have powers, including the following:

a. To investigate any activity within its terms of reference.

b. To seek information from any employee.

c. To obtain outside legal or other professional advice.

d. To secure attendance of outsiders with relevant expertise if it considers necessary.

Role of Audit Committee

The role of the Audit Committee shall include the following:

1. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;

2. Review and monitor the auditor’s independence and performance, and effectiveness of audit process;

3. Examination of the financial statement and the auditors’ report thereon;

4. Approval or any subsequent modification of transactions of the company with related parties;

5. Overseeing of the Company’s financial reporting process and the disclosure of its financial information to ensure that
the financial statement is correct, sufficient and credible;

6. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

7. Formulation of a policy on related party transactions, which shall include materiality of related party transactions and
making of omnibus approval of related party transactions;

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

i. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in
terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013;

ii. Changes, if any, in accounting policies and practices and reasons for the same;

iii. Major accounting entries involving estimates based on the exercise of judgment by management;

iv. Significant adjustments made in the financial statements arising out of audit findings;

v. Compliance with listing and other legal requirements relating to financial statements;

vi. Disclosure of any related party transactions;

vii. Modified opinion(s) in the draft audit report;

9. Reviewing, with the management, the quarterly, half yearly and Annual financial statements before submission to the
Board for approval;

10. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue,
rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer
document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of
proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this
matter;

11. Review and monitor the auditor’s independence and performance, and effectiveness of audit process;

12. Approval or any subsequent modification of transactions of the listed entity with related parties includes omnibus
approval for related parties transactions subject to conditions as specified under rules;

13. Scrutiny of inter-corporate loans and investments;

14. Valuation of undertakings or assets of the Company, wherever it is necessary;

15. Evaluation of internal financial controls and risk management systems;

16. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control
systems;

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

18. Discussion with internal auditors of any significant findings and follow up there on;

19. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected
fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

20. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post¬
audit discussion to ascertain any area of concern;

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

22. To oversee and review the functioning of the vigil mechanism pursuant the provisions of Rule 7 of the Companies
(Meetings of Board and its Powers) Rules, 2014 read with sub-section 9 and 10 of Section 177 of the Companies Act,
2013, which shall provide for adequate safeguards against victimization of employees and directors who avail of the
vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and
exceptional cases

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

24. To investigate any other matters referred to by the Board of Directors;

25. Carrying out any other function as is mentioned in the terms of reference of the audit Committee.

26. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary
exceeding Rs.100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans /
advances / investments existing as on the date of coming into force of this provision.

27. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation
etc., on the listed entity and its shareholders.

Further, the audit committee shall mandatorily review the following information:

i) Management discussion and analysis of financial condition and results of operations;

ii) Statement of significant related party transactions (as defined by the audit committee), submitted by management;

iii) Management letters / letters of internal control weaknesses issued by the statutory auditors;

iv) Internal audit reports relating to internal control weaknesses; and

v) The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the
Audit Committee.

vi) Statement of deviations: (a) half yearly statement of deviation(s) submitted to stock exchange(s) in terms of
Regulation 32(1) of the SEBI ICDR Regulations. (b) annual statement of funds utilized for purposes other than those
stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI ICDR Regulations.

2. Nomination and Remuneration Committee (NRC)

The Nomination and Remuneration Committee (NRC) was constituted on 5^th September, 2024. The Constitution,
composition and functioning of the Nomination and Remuneration Committee also meets with the requirements of
Section 178(1) of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The Composition of the Nomination and Remuneration Committee is as under along with meetings held by them:

Name of the Member	Position in Committee	Designation	Attendance of the Nomination and Remuneration Committee meetings held during the F.Y. 2024-25
			01.01.2025
Raj Kumar Dewan	Chairperson	Independent Director	Yes
Alok Kumar Jain	Member	Independent Director	Yes
Dinesh Vinayak	Member	Independent Director	No , Leave of Absence (LOA) has been sought and same has been Approved by the NRC presented Members & Chairperson.
Suman	Company Secretary & Compliance Officer		Yes

Terms of Reference of NRC :

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other
employees;

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

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

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

c. Consider the time commitments of the candidates.

3. Formulation of criteria for evaluation of Independent Directors and the Board;

4. Devising a policy on Board diversity;

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

6. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of
performance evaluation of independent directors;

7. To ensure that the relationship of remuneration to performance is clear and meets appropriate performance
benchmarks

8. Perform such other activities as may be delegated by the Board or specified/ provided under the Companies Act, 2013
to the extent notified and effective, as amended or by the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as amended or by any other applicable law or regulatory authority.

3. STAKEHOLDERS ’ RELATIONSHIP COMMITTEE (SRC)

The Stakeholder’s Relationship Committee was constituted on 5^th September, 2024. The Constitution, composition and

functioning of the Stakeholder’s Relationship Committee also meets with the requirements of Section 178 of the

Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.The Composition of the Stakeholder’s Relationship Committee is as under along with meetings held by them:

Name of the Member	Position in Committee	Designation	Attendance of the Stakeholder’s Relationship Committee meetings held during the F.Y. 2024-25
17.02.2025
Dinesh Vinayak	Chairperson	Independent Director	Yes
Deepak Kumar	Member	Managing Director	Yes
Gaurav Gupta	Member	Whole Time Director	Yes
Vinod Kumar	Chief Financial Officer		Yes
Suman	Company Secretary & Compliance Officer		Yes

Terms of Reference of SRC:

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

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

3. Review of adherence to the service standards adopted by the Company in respect of various services rendered by the
registrar and share transfer agent and to recommend measures for overall improvement in the quality of investor
services;

4. Review of the various measures and initiatives taken by the Company 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

5. Formulate procedures in line with the statutory guidelines to ensure speedy disposal of various requests received
from shareholders from time to time;

6. Approve, register, refuse to register transfer or transmission of shares and other securities;

7. Sub-divide, consolidate and or replace any share or other securities certificate(s) of the Company;

8. Allotment and listing of shares;

9. Authorise affixation of common seal of the Company;

10. Issue duplicate share or other security(ies) certificate(s) in lieu of the original share/security(ies) certificate(s) of the
Company;

11. Approve the transmission of shares/other securities arising as a result of death of sole/any joint shareholder;

12. Dematerialize or rematerialize the issued shares;

13. Ensure proper and timely attendance and redressal of investor queries and grievances;

14. Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares, debentures or
any other securities;

15. Advising for giving effect to all transfer/transmission of shares and debentures, dematerialisation of shares and re¬
materialisation of shares, split and issue of duplicate/consolidated share certificates, compliance with all the
requirements related to shares, debentures and other securities from time to time;

16. Carry out any other functions contained in the Companies Act, 2013 (including Section 178) and/or equity listing
agreements (if applicable), as and when amended from time to time;

17. Further delegate all or any of the power to any other employee(s), officer(s), representative(s), consultant(s),
professional(s), or agent(s); and

18. Carrying out such other functions as may be specified by the Board from time to time or specified/provided under the
Companies Act or SEBI Listing Regulations, or by any other regulatory authority.

21) GENERAL MEETING:

During the preceding financial year(s), company has conducted following General Meeting:

|S. No.	Particulars	2024-2025	2023-2024
01	Annual General Meeting (AGM)	21.09.2024	30.09.2023
02	Extra Ordinary General Meeting (EGM)	04.04.2024
|17.05.2024
03.09.2024
|07.09.2024
16.01.2025

22) AUDITORS AND REPORTS:

a) STATUTORY AUDITOR OF THE COMPANY:

At the 19^th Annual General Meeting held on 30/09/2023, M/s Jain Mittal Chaudhary & Associates Chartered
Accountants (015140N) were appointed as Statutory auditors of the Company to hold office till the conclusion of the
Annual General Meeting to be held in the year 2028. In terms of the provisions of the Companies (Amendment) Act,
2017, the term of the auditors does not require ratification every year.

The Notes to Accounts referred to in the Auditors’ Report are self-explanatory and therefore do not call for any further
comments. The Auditors’ report does not contain any qualification, reservation or adverse remark.

b) COST AUDITOR OF THE COMPANY:

The Board Members had appointed M/S A.G. Agarwal & Associates (FRN:000531), Cost Accountants as the Cost
Auditors of the Company for the financial year 2024-2025 under Section 148 of the Companies Act, 2013 to conduct
Cost Audit. As required under Rule 14 of the Companies (Audit and Auditors) Rules, 2014, for the purpose of subsection
(3) of Section 148 of the Companies Act, 2013, the remuneration as paid to the Cost Auditors for the year under review
was recommended/approved by Board Members and was ratified by the Members at 20^th Annual General Meeting
(“AGM”).

c) SECRETARIAL AUDITOR OF THE COMPANY:

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board on the basis of recommendation of Audit Committee at their Board
Meeting held on 01.02.2025 had appointed Ms. Anju Jain (ACS: 11056, COP: 2728) as Secretarial Auditor to conduct
the Secretarial Audit for the financial year 2024-25.

The Secretarial Audit Report for FY 2024-25 is annexed hereto as Annexure-III. The Secretarial Audit Report does not
contain any qualification, reservation or adverse remark and the secretarial audit report are self-explanatory and do not
call for any further Explanation clarification.

Further, based on the recommendation of the Board of Directors & Audit Committee, it is proposed to re-appoint Ms.
Anju Jain (ACS : 11056, COP: 2728), as the Secretarial Auditor of the Company for a term of five consecutive years
commencing from FY 2025-26 till FY 2029-30 in accordance with Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Section 204 of the Companies Act, 2013, subject to shareholders’
approval at the ensuing 21^st AGM to carry out Secretarial Audit of the Company for a term of five consecutive years
commencing from FY 2025-26 till FY 2029-30.

d) INTERNAL AUDITOR OF THE COMPANY:

The provision of section 138 of Companies Act, 2013 read with rules made there under had been applicable on your
Company. In order to comply with the applicable provision, the Board had appointed M/s Anil Yash & Associates as an
Internal Auditor of the Company to conduct Internal Audit for the financial year 2024-2025.

Further the Board has re-appointed M/s Anil Yash & Associates as an Internal Auditor to conduct Internal Audit for the
Financial Year 2025-2026 based on the recommendation of the Audit Committee.

e) MAINTENANCE OF COST RECORDS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit)
Rules, 2014, as amended from time to time, the Company is required to maintain Cost Records under said Rules and the
same has been maintained by the Company during the period under review.

f) REPORTING OF FRAUD S

There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section 143(12) of the Act
read with Companies (Audit and Auditors) Rules, 2014.Further no such reporting of Fraud has been made by the Internal
Auditor, Secretarial Auditor and cost auditors during the period under review.

23) ACCOUNTING STANDARD:

The Financial Statements of the Company as at and for the Financial Year ended 31^st March, 2025 have been prepared in
accordance with the Accounting Standard (AS) as specified under Section 133 of the Companies Act, 2013 as our
Company is a SME listed Entity and Exempted from the Applicability of Ind-AS .

24) CORPORATE SOCIAL RESPONSIBILITY:

The Provisions of Section 135 of the Companies Act, 2013 are applicable on the Company for the F.Y. 2024-2025 and
Company has complied with the same. Company’s CSR initiatives and activities are aligned to the requirement to the
requirement of section 135 of the companies act, 2013. The brief Outline of the CSR Policy of the company, the
initiatives undertaken by the company on CSR activities during the year are set out in Annexure- IV of the report as
prescribed in the companies (Corporate Social Responsibility Policy) Rules, 2014.

25) MANAGEMENT DISCUSSION & ANALYSIS:

In terms of Regulation 34(2)(e) of the Listing Regulations, 2015 read with other applicable provisions, the detailed review
of the operations, performance and future outlook of the Company and its business is given in the Management’s
Discussion and Analysis Report (MDA) which forms part of this Annual Report is annexed as an “Annexure-V”

26) BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING (BRSR):

The Business Responsibility & Sustainability Reporting (“BRSR”) as required under Regulation 34(2) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 does not apply to your company for the financial
year 2024-25.

27) CORPORATE GOVERNANCE:

The Company has adopted best corporate practices and is committed to conducting its business in accordance with the
applicable laws rules and regulations. The Company’s Corporate Governance practices are driven by effective and strong
Board oversight, timely disclosures, transparent accounting policies and high level of Integrity in decision making.

Your Company is committed to achieving and adhering to the highest standards of Corporate Governance. However, the
provisions of Corporate Governance are not applicable to the Company pursuant to Regulation read with Regulation
15(2) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 as the equity shares of the company are listed on Emerge SME Platform of NSE.

28) COMPANY’S POLICY RELATING TO DIRECTORS’ APPOINTMENT, PAYMENT OF REMUNERATION
AND DISCHARGE OF THEIR DUTIES:

In order to ensure compliance with the requirements of Section 178 of the Companies Act, 2013 and any other applicable
provisions, the Board of Directors of the Company have formulated the Nomination and Remuneration Policy. The NRC
policy ia annexed as an “ANNEXURE-VI” The Nomination and Remuneration Policy of your Company has been made
available on the website of the Company i.e. https://pssrgroup.com/investor

29) DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Company has an effective internal control system that is commensurate with its size and nature of its Business
Operations which is periodically reviewed and strengthened through revised standard operating procedures. The
Company complies with all applicable Accounting Standards in maintaining its books of account and in the preparation of
Financial Statements.

During the year under review, no material or serious observation has been received from the Statutory Auditors of the
Company for inefficiency or inadequacy of such controls. The management assessed the effectiveness of internal
financial controls as of 31st March 2025 and confirmed that no material weaknesses in design or operation were
observed.

30) RISK MANAGEMENT:

The Board of Directors of the Company identify, evaluate business risks and opportunities. The Company has formulated
the Risk Management Policy which indicates Company''s standards for risk taking while conducting business and to
provide an easy-to-access guide any time you have a question. Major risks identified by the businesses and functions are
systemically addressed through mitigating action plan on a continuing basis.The Board of Directors of your Company is
of the opinion that, at present, there are no elements of risks which may threaten the existence of the Company.

31) HUMAN RESOURCE DEVELOPMENT & INDUSTRIAL RELATION:

Human Resource Development (HRD) plays a pivotal role in enhancing workforce capabilities at workplace. Companies
are focusing on upskilling through targeted training in technical areas, leadership, and functional roles.Special emphasis
is placed on health and safety training to ensure a secure, compliant, and responsible work environment particularly in
high-risk operational areas. During the financial year, the Company organized a series of awareness and training sessions
across various departments, focusing on the holistic development and wellbeing of employees.

Further Industrial relation continues to be cordial. The Company Management express deep appreciation for the dedicated
services rendered by workers, Vendors, Suppliers, Other Stakeholders associated with the company.

32) VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Board has constituted the vigil Mechanism/ Whistle blower policy pursuant to Section 177 of the Companies Act,
2013 with a view to provide a mechanism for employees of the Company to approach the Audit Committee of the
Company and protected disclosure to the management instances of unethical behaviour, actual or suspected fraud or
violation of the Code of Conduct. The policy protects the Whistle Blower wishing to raise a concern about serious
irregularities within the Company. The policy is uploaded on the website of the company’s website and can be accessed
at the web address: https://pssrgroup.com/wp-content/uploads/2025/02/Whistle-Blower-and-Vigil-Mechanism-Policv.pdf

33) COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments
and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for
women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity

Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of
maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

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

The Company has duly complied with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, including the constitution of the Internal Complaints Committee. The Company
maintains a zero-tolerance policy towards sexual harassment and ensures strict adherence to the law in both letter and
spirit.The following is the summary of sexual harassment complaints received and disposed off during the year:

S. No.	Particulars	Status of No. of complaints received and disposed off
01	Number of complaints on sexual harassment received	Nil
02	Number of complaints disposed off during the year	Nil
03	Number of cases pending for more than ninety days	NA
04	Number of workshops or awareness programme against sexual harassment carried out	The Company regularly conducts awareness programmes for its employees.
05	Nature of action taken by the employer or district officer	NA

35) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO:

a) CONSERVATION OF ENERGY:

The Company is engaged in Steel & metal manufacturing industry. Efforts are being continuously made to monitor the
consumption and reduce energy costs. Your Company is committed to sustainable business practices by contributing to
environment protection and considers energy conservation as one of the strong pillars of preserving natural resources.
This also helps the Company in reducing carbon footprint across all its operations and improve the bottom-line under its
sustainability mission.

The details of activities regarding conservation of energy, proper utilization of energy resources are as follows:

1	Steps taken /impact on conservation of energy	1. Installation of LED lights to reduce power consumption. 2. Using the operating pumps near the best efficiency point for saving energy. 3. Timer provided for auto controlling of plant and street lighting. 4. At plant area used roof extractors instead of exhaust fans for air circulation saving electrical energy. Other various measures were adopted to save energy for future generation.
2	Steps taken for utilizing alternate sources of energy	The Company has significant focus on restoration and rehabilitation of degraded ecosystem is continuously exploring sustainable solutions for energy consumption.
3	The capital investment on energy conservation equipments:	Solar Panel Installation: As part of our long-term Commitment to sustainable operations, we have begun intergrating solar power at our manufacturing facilities.This transition to renewable energy reflects our broder environment responsibility while also delivering tangible finanical benefits.
		Key benefits of this initiative include: 1. Reduction in Electricity costs, direclty contributing to improved operating margins. 2. Lower carbon footprint aligning with global ESG Standards. 3. Energy Independence reducing reliance on grid power and insulating operations from energy disruptions.

b) TECHNOLOGY ABSORPTION:

Your Company is committed towards technology driven innovation and inculcating an innovation driven culture within
the organization. During the year under review, your Company continued to work on advanced technologies, up gradation
of existing technology and capability development in the critical areas of current and future growth.

c) FOREIGN EXCHANGE EARNINGS & OUTGO:

The details of foreign exchange earnings and outgo during the year under preview are as follows:

Particular	Current Year	Previous Year
Foreign Currency Earning	Nil	Nil
Foreign Exchange Outgo	218.41/-	Rs. 37.71/-

36) PREVENTION OF INSIDER TRADING & CODE OF CONDUCT:

Pursuant to the provision of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015
and amendments thereto, the company has in place a code of conduct to regulate, monitor and report trading by insider
for prohibition of Insider trading in the shares of the Company. The code inter alia prohibits purchase/ sale of shares of
the Company by its Designated Persons and other connected persons while in possession of Unpublished Price Sensitive
Information in relation to the Company and during the period when trading window is close. The company has also
formulated a Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI) and
said code in available on company’s website and can be assessed at https://pssrgroup.com/wp-
content/uploads/2025/03/COC-OF-PIT-REGULATION.

Further The Board of Directors and the members of the Senior Management Team (one level below the Board of
Directors) of the Company are required to affirm annual Compliance of code of conduct Code. A declaration signed by
the WTD and Managing Director of the Company to this effect is placed at the end of this report as an “Annexure-VH”

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

There were no material changes and commitments made by directors/Management affecting the financial position of the
company which have occurred after end of the financial year and upto the date of this report.

38) DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal during the period under review which can have impact on the
going concern status and the Company’s operations in future.

39) DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF
TAKING LOAN FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT:

There was no instance of one-time settlement with any Bank or Financial Institution during the period under review. Hence
requirement of such disclosure is not applicable to your Company during the period under review.

40) DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE UNDER IBC, 2016:

NO application has been made under IBC code, 2016 by and against the Company, hence requirement of disclosure of
application made or pending under IBC,2016 during the period under review is not applicable to the Company There was no such
instance occurred during the period under review.

41) COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with the Secretarial Standards, issued by the Institute of Company Secretaries of India, and notified
by the Central Government during the period under review.

42) OTHER DISCLOSURES:

a) Details of Compliance with Mandatory Requirements:

The Company has complied with all applicable mandatory requirements as prescribed under the relevant provisions of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013 , Labour Laws and and
other laws as applicable on the Company during the period under review.

b) There was no commission paid by the company to its managing director or wholetime directors, so no
disclosure required in pursuance to the section 197(14) of The Companies Act, 2013.

43) CAUTIONARY STATEMENT:

The Statements contained in the Board Report contain certain statements relating to the future and therefore are forward looking
within the meaning of applicable laws and regulations. Various Factors such as economic conditions, changes in government
regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in
actual result

44) POLICIES OF THE COMPANY:

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015
(“Listing Regulations”) and Companies Act, 2013 have mandated the formulation of certain policies for all listed
companies. All the Policies are available on the Company’s website at https://pssrgroup.com/investor

The Key Policies as adopted by the Company as per Companies Act, 2013 and SEBI (LODR) Regulations, 2015 are as
follows:

45) ACKNOWLEDGEMENT & APPRECIATION:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the
financial institutions, Government Authorities, customers, vendors and members during the year under review. Your
directors also wish to place on record their deep sense of appreciation for the committed services by the Company’s
executives, staff and workers.

For and on behalf of the Board of Directors

Place: Hisar

Dale: 06/09/2025 ^{Deepak Kumar} Gaurav Gupta

^Managing Directs Whole-time director

^{DIN: 00677030} DIN: 00593822

^Add-^{: HNo 164}'' ^{Sector -9}/ll Add.: H.No. 163, Sector -9/11

^{Hisar -125001} Hisar -125001

---

Mar 31, 2024

Your Directors have pleasure in presenting the 20^th Annual Report of the Company together with the
Audited financial statements and notes thereto for the year ended 31st March, 2024.

1. FINANCIAL STATEMENTS & RESULTS:

1) FINANCIAL RESULTS:

The Company''s performance during the year ended 31st March, 2024 as compared to the previous
financial year, is summarized below:

Particulars	2023-2024	2022-2023
	(in Lakhs)	(in Lakhs)
Sales and Other Income	29776.39	22544.28
Operating Profit (PBIDT)	1081.56	703.9
Interest Cost	152.17	127.85
Profit before Depreciation (PBDT)	929.39	576.05
Depreciation	82.41	80.32
Profit before tax	846.98	495.73
Provision for Taxation	213.32	124.9
Profit after Tax	633.66	370.83

2) BUSINESS OVERVIEW:

During the year under review your company did well. Your directors expect that the company will
achieve new heights in the ensuing year. Your Company is engaged in manufacturing of Stainless-Steel
Pipes & Tubes. The Company business performed well during the period under review.

During the year your Company has generated total income of 29776.39/- (in Lakh) as compared to the
previous year income of 22544.28/-.

CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of the business of the Company during the year.

CORPORATE OFFICE:

The Company has established its Corporate office at 51 Block A IDC, Hisar, Hisar, Hisar, Haryana, India,
125001 w.e.f 9^th December,2023 where the books of account are to be maintained.

DIVIDEND:

With a view to conserve resources, your directors have thought it prudent to retain the earnings and not
to recommend any dividend for the financial year under review.

UNPAID DIVIDEND AND IEPF:

The Company has not transferred any amount to the Investor Education & Protection Fund (IEPF) and no
amount is lying in Unpaid Dividend A/c of the Company.

TRANSFER TO RESERVES

An amount of Rs. 633.67/- lakh has been transferred to reserves during the year under review.

DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of
Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit)
Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to
deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with
Chapter V of the Act is not applicable. Hence no such disclosure is required.

LOANS FROM DIRECTORS OR DIRECTORS'' RELATIVES:

During the financial year 2023-24, the Company has borrowed money (8.06/- lakh) from Director Father and
the same has been repaid during the year. The Details of the same has been filed by the Company in DPT-3
form filed for the Financial Year 2023-2024. The details in respect of the same has been provided in the
annexure to this Board Report in form No. AOC-2

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

The details of transactions/contracts/arrangements referred to in Section 188(1) of Companies act 2013
entered by the Company with related party(ies) as defined under the provisions of Section 2(76) of the
Companies Act, 2013, during the financial year under review were in ordinary course of business and on
an arm''s length basis, the same are mentioned under Note No. 6 of B (Notes on Financial Statements) of
the Annual Audited Financial Statements.

The details in respect of the same has been disclosed in Annexure to this Report in form AOC-2.

EXTRACT OF THE ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return
for the financial year ended 31^st March, 2024 made under the provisions of Section 92(3) of the Act need
not be part of the Annual Report as per the amendment in Rule 12 of Companies (Management and
Administration) Rules, 2014 effective from March 31, 2022.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There are no loans, guarantees or investments made in exceed of the limit of Section 186 of the
Companies Act, 2013.

INDUSTRIAL RELATION

Industrial relation continues to be cordial. Your director express deep appreciation for the dedicated
services rendered by workers, staff officers of the company.

MATTERS RELATED TO DIRECTORS:

Director as on date of signing of Board Report:

S. No.	Name of Director	DIN No.
1.	DEEPAK KUMAR	00677030
2.	GAURAV GUPTA	00593822
3.	NIKITA GUPTA	10645088

Significant Change occurred during the period under review and up to the date of signing of Board
Report:

? Mr. Raj Kumar Gupta (DIN: 00677045) resigned w.e.f. 18/04/2023 and the same has been take
on note by Board Members in their meeting held on 22/4/2023.

? Mr. Gaurav Gupta(DIN:00593822) was appointed by Board in their Meeting held on 15/04/2023 as
an additional Director and the same has been regularized by Members in AGM held on 30^th
September, 2023.

? Mrs. Nikita Gupta (DIN: 10645088) was appointed as an additional Director by board in their held
on 18/04/2024 and the same has been regularized by Members in EGM held on 17/05/24.

? Mr. Deepak Kumar (DIN:00677030) was appointed as Managing Director of the Company on
18/04/24 and the same has been approved by Members in EGM held on 17/05/2024.

? Mr. Gaurav Gupta(DIN:00593822) was appointed as Whole Time Director of the Company in Board
Meeting held on 18/04/24 and the same has been approved by Members in EGM held on
17/05/2024.

BOARD MEETINGS:

The Board of Directors met 18 times during the financial year 2023-2024 in accordance with the
provisions of the Companies Act, 2013 and rules made thereunder. All the Board Meeting were held
within the prescribed time limit under section 173 of Companies Act, 2013.Proper Quorum were present
at all board meeting and Board meeting were conducted with proper compliance mentioned under
Companies act, 2013 and SS-1 issued by ICSI.

The details of Board Meeting conducted during the period under review are as follows:

Sr. No	Date of meeting	No. of Directors as on date of meeting	Directors Present	Directors Absent
1	03/04/2023	2	Raj Kumar Gupta Deepak Kumar	-
2	05/04/2023	2	Raj Kumar Gupta Deepak Kumar	-
3	15/04/2023	3	Raj Kumar Gupta Deepak Kumar Gaurav Gupta
4	22/04/2023	2	Deepak Kumar Gaurav Gupta	-
5	31/05/2023	2	Deepak Kumar Gaurav Gupta	-
6	08/06/2023	2	Deepak Kumar Gaurav Gupta	-
7	12/06 /2023	2	Deepak Kumar Gaurav Gupta	-
8	07/08/2023	2	Deepak Kumar Gaurav Gupta
9	17/08/2023	2	Deepak Kumar Gaurav Gupta	-
10	01/09/2023	2	Deepak Kumar Gaurav Gupta	-
11	15/09/2023	2	Deepak Kumar Gaurav Gupta	-
12	21/09/2023	2	Deepak Kumar Gaurav Gupta	-
13	27/09/2023	2	Deepak Kumar Gaurav Gupta	-
14	09/12/2023	2	Deepak Kumar Gaurav Gupta	-
15	26/12/2023	2	Deepak Kumar Gaurav Gupta	-
16	05/02/2024	2	Deepak Kumar Gaurav Gupta	-
17	06/02/2024	2	Deepak Kumar Gaurav Gupta	-

18

11/02/2024

2

Deepak Kumar Gaurav Gupta

-

DIRECTOR''S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of
the Company for the year ended 31st March, 2024, the Board of Directors hereby confirms 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. such accounting policies have been selected and applied consistently and the Directors
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 31st March, 2024 and of the
profit/loss of the Company for that year;

c. proper and sufficient care was taken for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

RISK MANAGEMENT POLICY/MECHANISMS:

The Company has in its place robust risk management mechanisms to identify, assess, monitor and
mitigate various risks to key business objectives. Major risks identified by the businesses and functions
are systemically addressed through mitigating action plan on a continuing basis.

CORPORATE SOCIAL RESPONSIBILITY:

As the company does not fall under the criteria specified mentioned in section 135 (Corporate Social
Responsibility) of the Companies Act, 2013, hence section 135 and rules made thereunder and
disclosure required to be made pursuant to said provisions are not applicable to your company during
the period under review. However, Net profit has crossed the Limit of 5 Crore in Current Financial Year
and hence are required to comply with the CSR provision during the Financial Year 2024-2025. The
Company will comply with CSR Provisions and will approve the CSR project for 2024-2025 soon.

AUDITORS AND REPORTS

> STATUTORY AUDITOR OF THE COMPANY:

At the 19^th Annual General Meeting held on 30/09/2023, M/s Jain Mittal Chaudhary& Associates
Chartered Accountants (015140N) were appointed as Statutory auditors of the Company to hold office
till the conclusion of the Annual General Meeting to be held in the year 2028. In terms of the provisions
of the Companies (Amendment) Act, 2017, the term of the auditors does not require ratification every
year. In this regard, the Company has received a certificate from the auditors of eligibility in accordance
with Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued
there under.

The Notes to Accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call
for any further comments. The Auditors'' report does not contain any qualification, reservation or
adverse remark.

> MAINTENANCE OF COST RECORDS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014, as amended from time to time, the Company is required to maintain
Cost Records under said Rules and the same has been maintained by the Company during the period
under review.

> COST AUDITOR OF THE COMPANY:

The Board Members had appointed M/S A.G. Agarwal&Associates (FRN:000531), Cost Accountants as
the Cost Auditors of the Company for the financial year 2023-2024 under Section 148 of the Companies
Act, 2013 to conduct Cost Audit relating Cost Records maintained by the Company. As required under
Rule 14 of the Companies (Audit and Auditors) Rules, 2014, for the purpose of subsection (3) of Section
148 of the Companies Act, 2013, the remuneration payable to the Cost Auditors for the year under
review as recommended/approved by Board Members will be placed before the Members for
ratification.

> Internal Auditor of the Company:

The provision of section 138 of Companies Act, 2013 read with rules made thereunder had been
applicable on your Company. In order to comply with the applicable provision, the Board had appointed
M/S Anil Yash& Associates as an INTERNAL AUDITOR of the Company for the Financial year 2023¬
2024.

> Secretarial Auditor of the Company:

During the Period under review provisions of Section 204 of Companies Act, 2013 read with rules made
thereunder were not applicable hence the Company has not appointed any Secretarial Auditor during
the period under review.

REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143(12):

There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section
143(12) of the Act read with Companies (Audit and Auditors) Rules, 2014.

EVENTS SUBSEQUENT TO FINANCIAL YEAR 2023-2024:

CHANGE IN BOARD MEMBERS AND THEIR ROLE:

The designation of existing Board Members has changed as Executive Director; respective details of the
same has been mentioned under Board Members details in this report.

CHANGE IN MOA & AOA OF THE COMPANY:

S.NO.	DATE OF SHAREHOLDER APPROVAL	PARTICULARS
1	04-04-2024	Increase in authorized Capital: TO increase existing authorized share capital from Rs.1.00/- Crore to Rs.8.00/- crore pursuant to the provisions of section 61 of Companies Act, 2013.
2	04-04-2024	Adoption of new set of Set of MOA & AOA: Adopt new set of MOA & AOA of the Company pursuant to section 5 & 14 of the Companies act, 2013.

BONUS ISSUE OF SHARES:

Your Company has issued Bonus shares of 49,05,168 amounting to Rs. 4,90,516,80 /- in the ratio of 8:1
to the existing shareholder vide resolution passed in EGM held on 04-04-2024. Post Bonus Issue
Company paid up capital increased to Rs. 5,51,83,140/-.

ACTIVATION OF ISIN- EQUITY SHARES:

The Company is in process to convert its physical Equity Shares into demat form and has initiated the
process of dematerialization of shares. NSDL has allocated ISIN no. for Company Equity shares on June
19, 2024.

SME IPO:

The Company is planning to launch its first IPO(SME) in Financial Year 2024-2025.The proposal is to raise
capital through the Primary market and in process to launch its first IPO on Stock Exchange.

MATTER PENDING BEFORE ROC AS ON THE DATE OF SIGNING OF BOARD REPORT:

CONVERSION OF PRIVATE COMPANY INTO PUBLIC COMPANY:

The Company has obtained shareholder consent on 17-05-2024 for Conversion of Private Company into
Public Company as the company is planning its first IPO in future and wants to avail the benefit available

to Public Company and filed application for conversion of status of Company which is pending before
ROC for approval.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company is committed to provide and promote a safe, healthy and congenial atmosphere
irrespective of gender, cast, creed or social class of the employees.

During the period under review the Company has not received any complaints on sexual harassment.
DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

Except, as disclosed here in this report, there are no other material changes and commitments which
could affect the Company''s financial position, have occurred between the end of the financial year of
the Company and date of this report.

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The internal Financial Controls with reference to financial statements as designed and implemented by
the Company are adequate. During the year under review, no material or serious observation has been
received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal during the period under review which can
have impact on the going concern status and the Company''s operations in future.

DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of
Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is
furnished.

DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information
as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.

DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under
review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the
Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares
purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of
Companies (Share Capital and Debentures) Rules, 2014 is furnished.

DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN
FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT:

There was no instance of one-time settlement with any Bank or Financial Institution during the period under
review. Hence requirement of such disclosure is not applicable to your Company during the period under
review.

DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE UNDER IBC, 2016:

NO application has been made under IBC code,2016 by and against the Company, hence requirement of
disclosure of application made or pending under IBC,2016 during the period under review is not applicable to
the Company There was no such instance occurred during the period under review.

OTHER DISCLOSURE:

BUY BACK OF SHARES:

During the period under review your Company has not offered/completed any buy back of its securities.
BONUS ISSUE:

During the period under review your Company has not offered/issued any shares under Bonus Issue.
CONSERVATION OF ENERGY:

The Company is engaged in Steel & metal manufacturing industry. Efforts are being continuously made
to monitor the consumption and reduce energy costs. The details of activities regarding conservation of
energy, proper utilization of energy resources are as follows:

1	Steps taken /impact on conservation of	1. Installation of LED lights to reduce power
	energy	consumption. 2. Using the operating pumps near the best efficiency point for saving energy. 3. Timer provided for auto controlling of plant and street lighting. 4. At plant area used roof extractors instead of exhaust fans for air circulation saving electrical energy.

		Other various measures were adopted to save energy for future generation.
2	Steps taken by Company for utilizing alternate sources of energy	The Company has significant focus on restoration and rehabilitation of degraded ecosystem is continuously exploring sustainable solutions for energy consumption.
3	Capital Investment on energy conservation equipment	1. Day light linked control system to be installed on the street lights to shut off the street lights automatically. 2. More LED lights will be installed in different areas of plant to reduce power consumption.

TECHNOLOGY ABSORPTION:

The research and experiments are carried on as part of the normal business activities.

1	Efforts made towards technology absorption	The Company has adopted significant approach and focus towards technology absorption.
2	Benefit arrived	The research and experiments are carried on with the purpose to reduce water, time and energy consumption.

FOREIGN EXCHANGE EARNINGS & OUTGO:

The details of foreign exchange earnings and outgo during the year under preview are as follows:

Particular	Current Year	Previous Year
Earning	Nil	Nil
Outgo	Rs. 37.71/- lakh	Rs. 0.18/- lakh

MECHANISM/ WHISTLE BLOWER POLICY:

The provisions of Vigil Mechanism under Section 177(9) and (10) of the Companies Act, 2013 are not
applicable to the Company.

COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with the Secretarial Standards, issued by the Institute of Company Secretaries of
India, and notified by the Central Government during the period under review.

CAUTIONARY STATEMENT:

The Statements contained in the Board Report contain certain statements relating to the future and therefore
are forward looking within the meaning of applicable laws and regulations. Various Factors such as economic
conditions, changes in government regulations, tax regime, other statues, market forces and other associated
and incidental factors may however lead to variation in actual result.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation
received from the financial institutions, Government Authorities, customers, vendors and members
during the year under review. Your directors also wish to place on record their deep sense of
appreciation for the committed services by the Company''s executives, staff and workers.

For and on behalf of the Board of Directors
For P.S. Raj Steels Pvt ltd. For P.S. Ral SteelsM-ltd-

_p|ace._H|Sar DEEPAK KUMAR GAURAV GUPTA

Date: 25/07/2024 Managing Director Whole-time director

DIN:00677030 DIN:00593822

Add.: H.No. 164, Sector-9/11 Add.:H.No. 163, Sector -9/11

Hisar -125001 Hisar-125001