Directors Report of SP Refractories Ltd.

Mar 31, 2025

Your directors are pleased in presenting their Directors Report on the business and operations of your Company together with the Audited Financial Statements and the Auditors’ Report of your Company for the financial year ended, 31^st March, 2025.

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The company’s financial performance during the financial year 2024-25 has been considerably good since total turnover of the Company increased significantly as compared to previous year. There has been a considerable increase in profit of the company as compared to the previous year due to consistent hard work of the Company. The Operating results of the company for the year are as under.

(Rs.in Lakhs)
Particulars	31/03/2025	31/03/2024
Revenue From Operations	3025.41	2881.08
Other Income	0.60	2.62
Total Income (Revenue)	3026.01	2883.70
Net Profit/Loss before Interest, Depreciation and Tax	353.73	292.10
Less: Finance Cost	34.40	42.54
Less: Depreciation and amortization for the year	40.00	32.73
Net Profit/Loss before exceptional and extraordinary items and tax	279.33	216.83
Less: Exceptional Items	00.00	00.00
Profit before extraordinary items and tax	279.33	216.83
Less: Extraordinary Items	00.00	00.00
Profit before tax	279.33	216.83

Less: Tax Expenses
i. Current tax expense	66.02	54.37
ii. Deferred tax Liability/(Assets)	4.25	6.60
iii. Tax for Earlier years	0.00	0.00
Profit/Loss for the period from continuing operations	209.06	155.86
Profit/Loss from discontinuing operations	0.00	0.00
Tax expense of discontinuing operations	0.00	0.00
Profit/Loss from discontinuing operations (after tax)	0.00	0.00
Profit/Loss transferred/adjusted to General Reserve	0.00	0.00
Basic earnings per equity share	11.68	8.71
Diluted earnings per equity share	11.68	8.71

2. STATE OF COMPANY’S AFFAIRS, RESULT OF OPERATION AND FUTURE OUTLOOK:COMPANY’S AFFAIRS AND RESULT OF OPERATION:

The Total revenue of the Company stood at Rs 3,026.01/- Lakhs in the current year and Rs. 2,883.70 Lakhs in the previous year. The Company made a net profit of Rs. 209.06 Lakhs for the year ended March 31, 2025 as compared to the net profit of Rs. 155.86 Lakhs in the previous year.

FUTURE OUTLOOK:

Further, the Management is hopeful that Company will register even higher growth rate in future as the Corporate. Company continues its effort on developing/improving new/ environment friendly, customized products through Marketing & Technical Services to meet the future technological challenges & meet Customer expectations. Redesigning of products with alternative raw materials to address the market requirement & business challenges. Technology will continue to work on reducing input cost.

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL:a. Composition of Board of Directors:

The Composition of Board of Directors as on 31^st March, 2025 is as follows;

Sr. No	Name	DIN	Designation
1.	Mrs. Namita Prabodh Kale	01586375	Whole Time Director
2.	Ms. Prajakta Prabodh Kale	01586299	Non-Executive Director
3.	Ms. Shweta Prabodh Kale	01586321	Executive Director
4.	Mr. Manish Tarachand Pande	08712019	Independent Director
5.	Mr. Kushal Sanjay Sabadra	09392436	Independent Director

b. Key Managerial Personnel:

The following person are the Key Managerial Personnel of Company as on 31^st March 2025;

Sr. No	Name	DIN/PAN	Designation
1.	Mrs. Namita Prabodh Kale	01586375	Whole Time Director
2.	Ms. Shweta Prabodh Kale	ANHPK6697F	Chief Financial Officer
3.	Ms. Nikita Suresh Jadwani	AZFPJ2412B	Company Secretary cum Compliance Officer

c. Change in Director and KMP

During the financial year, there has been no change in Board. However,

¦ Mr. Pawan Kumar (PAN: AVTPK9070E) has been resigned from the position of Company Secretary cum Compliance officer with effect from 30^th June, 2024.

¦ Mr. Nikesh Subhash Zade has been appointed as a Company Secretary cum

Compliance officer (PAN: ABIPZ2703) with effect from 1^st July, 2024 to fill the vacancy arised in the office of Company Secretary.

¦ Mr. Nikesh Subhash Zade (PAN: ABIPZ2703J) has been resigned from the position of Company Secretary cum Compliance officer with effect from 15^th March, 2025.

¦ Ms. Nikita Suresh Jadwani has been appointed as a Company Secretary cum Compliance officer (PAN: AZFPJ2412B) with effect from 17^th March, 2025 to fill the vacancy arise in the office of Company Secretary.

d. Retirement by Rotation of the Directors:

In accordance with the provisions of Section 152 (6) of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Nikita Prabodh Kale (DIN: 01586299) Whole Time Director of the Company, retires by rotation and offers herself for the re- appointment.

e. Independent Directors:

The Company has received necessary declaration from each independent director under Section 149 (7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and Regulation 16 (1) (b) and 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

4. DISCLOSURE BY DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184 (1) i.e. in Form MBP-1, intimation under Section 164 (2) i.e. in Form DIR-8 and declaration as to compliance with the Code of Conduct of the Company.

5. CODE OF CONDUCT

The Company has laid down a code of conduct for all Board members and Senior Management and Independent Directors of the Company.

All the Board members including Independent Directors and Senior Management Personnel have affirmed compliance with the code of conduct.

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report.

7. CONSOLIDATED FINANCIAL STATEMENT:

The company has no subsidiary, joint venture or associate company. Hence it is not required to prepare any Consolidated Financial Statement.

8. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

The company has no Subsidiary, Associate or Joint Venture.

9. DIVIDEND:

The dividend policy for the year under review has been formulated taking into consideration growth of the company and to conserve resources, the Directors do not recommend any dividend for year ended March 31, 2025.

10. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125 (2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid during the last year.

11. CHANGE IN THE REGISTERED OFFICE OF THE COMPANY:

There was no change in the registered office of the company during the financial year 2024-2025

12. COMMITTEES OF BOARD:

The Board of Directors in line with the requirement of the act has formed various committees. The detailed terms of reference of the Committee is available on the website of the Company at https://www.sprefractories.com/investor.

a. AUDIT COMMITTEE:

The Audit Committee was constituted pursuant to the provisions of Companies Act, 2013 and it consist the following persons;

1. Mr. Kushal Sanjay Sabadra - Chairman

2. Mr. Manish Tarachand Pande - Member

3. Mrs. Namita Prabodh Kale - Member

All the recommendations made by Audit Committee were accepted by the Board of Directors. Further, during the year, four (4) meetings of the audit committee were held and the details of the same are as follows:

Sr. No	Date of Meeting	Total No. of Directors on the date of Meeting	No. of Directors attended	% of attendance
1.	15.05.2024	3	3	100%
2.	16.08.2024	3	3	100%
3.	10.11.2024	3	3	100%
4.	09.02.2025	3	3	100%

b. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration committee had duly formed in line with the provisions of Section 178 of the Companies Act, 2013. The details of the Committee is available on the website of the Company at https://www.sprefractories.com/investor and it comprises of following persons;

1. Mr. Manish Tarachand Pande - Chairman

2. Mr. Kushal Sanjay Sabadra - Member

3. Ms. Prajakta Prabodh Kale - Member

All the recommendations made by Committee were accepted by the Board of Directors. During the year, Three (3) meeting of the Nomination and Remuneration Committee was held and the details of the same are as follows:

Sr. No	Date of Meeting	Total No. of Directors on the date of Meeting	No. of Directors attended	% of attendance
1.	15.05.2024	3	3	100%
2	16.08.2024	3	3	100%
3	11.03.2025	3	3	100%

c. STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholder’s Relationship Committee had been duly formed mainly to focus on the redressal of Shareholders’/Investors’ Grievances if any like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non receipt of Annual Report; Dividend Warrants; etc.

1. Ms. Prajakta Prabodh Kale - Chairman

2. Mr. Manish Tarachand Pande - Member

3. Ms. Shweta Prabodh Kale - Member

Sr. No	Date of Meeting	Total No. of Directors on the date of Meeting	No. of Directors attended	% of attendance
1.	15.05.2024	3	3	100%
2.	10.08.2024	3	3	100%
3.	30.11.2024	3	3	100%
4.	05.02.2025	3	3	100%

d. CHANGE IN CONSTITUTION OF COMMITTEES:

During the year under review, there was no change in constitution of committees.

13. BOARD EVALUATION:

Your Board has devised an Evaluation Policy for evaluating the performance of the Board, its Committees, Executive Directors, and Independent Directors. Based on the same, the performance was evaluated for the financial year ended March 31, 2025. As part of the evaluation process, the performance of Non-Independent Directors, the Chairman and the Board was conducted by the Independent Directors.

The performance evaluation of the respective Committees and that of Independent and NonIndependent Directors was done by the Board excluding the Director being evaluated.

The policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, time commitment, and relationship with the stakeholders, corporate governance practices, contribution of the committees to the Board in discharging its functions etc.

The Board firmly believes that a robust evaluation process is crucial for maintaining high standards of corporate governance and ensuring that the Board remains effective in fulfilling its fiduciary responsibilities. The Board expresses its satisfaction with the overall performance during the year and is confident in its ability to guide the company towards achieving its strategic objectives in the future.

14. ANNUAL RETURN:

Pursuant to the provisions of Sections 92 (3) and 134 (3) (a) of the Companies Act, 2013, copy of the Annual Return of the Company have been uploaded on the Company''s website https://www.sprefractories.com/ in E-Form MGT-7 for the financial year ended March 31, 2025.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism which also incorporates a Whistle Blower Policy in line with the provisions of the Companies Act, 2013 to report genuine concerns or grievances. The Vigil Mechanism/ Whistle Blower Policy may be accessed on the Company’s website at https://www.sprefractories.com/.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the financial year under review, the Company has not entered into any material contracts or arrangements or transactions with related parties which were not at arm’s length or were not in the ordinary course of business. All transactions with related parties, if any, were in compliance with the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder. Accordingly, the disclosure of particulars of contracts or arrangements with related parties in Form AOC-2 is not applicable.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014. is annexed herewith as ANNEXURE-I. During the year under review, there were no foreign exchange earnings or outgo

18. AUDITORS:

a. Statutory Auditors:

The Company’s Statutory Auditor M/s Sanjay Chindaliya & Co. Chartered Accountant having (Firm Registration No. 114779W) have successfully conducted the statutory audit of Company for the financial year end 31^st March, 2025.

M/s Sanjay Chindaliya & Co. Chartered Accountant (FRN: 114779W) were appointed as Statutory Auditors of the Company at Annual General Meeting held on 26^th September, 2024 and they shall be holding their office till the conclusion of AGM relevant to financial year 2028-29.

There is no requirement for ratification of auditors in this Annual General Meeting as per the provision of Section 139 of the Companies Act, 2013 as amended.

The notes to accounts referred to in the Auditors’ Report are self-explanatory and therefore, do not call for any further comments.

b. Secretarial Auditor:

The Secretarial Audit Report as required under section 204 of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in the Form MR-3 is annexed herewith for your kind perusal and information as ANNEXURE-II.

c. Cost Auditor:

The Company does not fall within the purview of section 148 of the Companies Act, 2013 and hence, it is not required to appoint a cost auditor for the financial year 2024-2025.

d. Internal Auditor:

M/s. Satish Laddhad & Co., Chartered Accountants., Nagpur, shall continue to be as Internal Auditor of the Company, pursuant to Section 138 of the Companies Act, 2013 to ensure the routine internal audits and controls.

19. MANAGERIAL REMUNERATION:

The Company has paid managerial remuneration during the financial year 2024-25 and the details of the same are disclosed in Management Discussion and Analysis Report (MDAR) annexed to this report as Annexure IV.

20. NOMINATION AND REMUNERATION POLICY:

The Company''s policy on the appointment and remuneration of Directors and Key Managerial Personnel provides a framework based on which our human resources management aligns their recruitment plans for the strategic growth of Company.

21. REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143 (12) of the Companies Act, 2013.

22. LOANS, GUARANTEES AND INVESTMENTS:

During the year under review the Company has not given any long-term loan and advances and has not made any investment under Section 186 of the Companies Act, 2013.

23. DEPOSITS:

The company has not invited/ accepted any deposits from the members as well as public during the year ended March 31, 2025. There were no unclaimed or unpaid deposits as on March 31, 2025.

24. DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

Your Company has put in place a policy for prevention, prohibition and redressal against sexual harassment of women at the work place, to protect women employees and enable them to report sexual harassment at the workplace in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints were received during F.Y. 2024-25.

25. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

26. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTACY CODE 2016:

During the financial year under review, there were no application/s made or proceeding were pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

27. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the Financial year under review, there were no one time settlement of Loans taken from Banks and Financial institutions.

28. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND SECRETARIAL AUDITORS IN THEIR REPORTS:

There were no comments on qualifications, reservations or adverse remarks or disclaimers made by the statutory auditor and secretarial auditor in their reports.

29. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The Company had 09 (Nine) Board meetings during the financial year under review. in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the minute’s book kept by the Company for the purpose. The intervening period between the Board Meetings were well within the maximum time between the two meetings prescribed under section 173 of the Companies Act, 2013

Further, the Directors state that the applicable secretarial standard i.e. SS-1 relating to ‘Meeting of the Board of Directors’ has been duly followed by the Company.

Sr. No.	Date of Meeting	Total No. of Directors on the Date of Meeting	No. of Directors attended	% of Attendance
1	15.05.2024	5	3	60.00%
2	27.06.2024	5	4	80.00%
3	16.08.2024	5	5	100.00%
4	11.09.2024	5	4	80.00%
5	11.10.2024	5	5	100.00%
6	28.12.2024	5	5	100.00%
7	19.02.2025	5	5	100.00%
8	11.03.2025	5	5	100.00%
9	28.03.2025	5	5	100.00%

30. GENERAL MEETING:

The Directors state that the applicable secretarial standard i.e. SS-2, relating to ‘General Meeting’, has been duly followed by the Company.

Details of the General Meetings of the Company held during the financial year along with summary of Resolutions passed thereat, as more particularly set out in the respective notices of such General Meetings, as passed by the Members, are as follows:

AGM /EGM	Day, Date, Time and Venue	Particulars of Resolution
Annual General Meeting	Thursday 26th September, 2024 at 11.30 A.M at M-10, M-11/1 & M-11/2, MIDC Industrial Area, Hingna Road, Nagpur Maharashtra-440016 India	1. To receive, consider and adopt the Audited Balance Sheet for the year ended 31st March, 2024, the Profit and Loss account for the year ended as on the said date, cash flow statement, Auditors'' Report and the Directors'' Report thereon. 2. To re-appoint Ms. Prajakta Prabodh Kale, Non-Executive Director (DIN:

01586299) who retires by rotation and being eligible, offers herself for reappointment. 3. To appoint M/s. Sanjay Chindaliya & Co., Chartered Accountants (FRN: 114779W), as statutory auditors of the Company, in place of retiring auditors M/s Zoeb Anwar & Co., Chartered Accountants, Nagpur (Firm Registration No. 116532W) and fix their remuneration. 4. To approve the increase in payment of commission to Ms. Prajakta Prabodh Kale, (DIN: 01586299) Non-Executive Director of Company. 5. To approve the increase in payment of Remuneration to Ms. Shweta Prabodh Kale, (DIN: 01586321) Executive Director of Company.

31. SIGNIFICANT AND MATERIAL ORDERS:

During the year under review, no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

32. DETAILED REASON OR REPORT ON REVISION OF FINANCIAL STATEMENTS:

There is no revision of financial statement. Hence, it is not applicable to your company.

33. CAPITAL STRUCTURE:

During the year under consideration, the Company has not changed its capital structure and the authorized and paid-up share capital as on 31^st March 2025 stands as follow:

The Authorized Share Capital of the Company is Rs. 1,85,00,000.00 (Rupees One Crore Eighty-Five Lakhs Only) divided into 1850000 (Eighteen Lakhs Fifty Thousand) Equity Shares of Rs. 10/- each.

During the F.Y. 2024-2025, the Paid-up Share capital of the Company stands as Rs. 1,78,95,000.00 (Rupees One Crore Seventy-Eight Lakhs Ninety-Five Thousand Only) divided into 1789500 (Seventeen Lakhs Eighty-Nine Thousand and Five Hundred) Equity Shares of Rs. 10/- each.

34. SHARES:

i. Issue of equity shares with differential rights:

The Company has not issued any equity shares with differential rights during the year under review.

ii. Issue of sweat equity shares:

The Company has not issued any sweat equity shares during the year under review.

iii. Details of employee stock options:

The Company has not issued any Employee Stock Options during the year under review.

iv. Shares held in Trust for the benefit of employees where the voting rights are not exercised directly by the employees:

The Company does not held any shares in trust for the benefit of employees where the voting rights are not exercised directly by the employees during the year under review.

v. Issue of Debentures, Bonds or Any Non-Convertible Securities:

The Company has not issued any debentures, bonds or any non-convertible securities during the year under review.

vi. Issue of Warrants:

The Company has not issued any warrants during the year under review.

35. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate and efficient internal and external control system, which provides protection to all its assets against loss from unauthorized use and ensures correct reporting of transactions.

The internal control systems are further supplemented by internal audits carried out by the respective Internal Auditors of the Company and Periodical review by the management. The Company has put in place proper controls, which are reviewed at regular intervals to ensure that transactions are properly authorized, correctly reported and assets are safeguarded.

36. MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is not required by the Company and accordingly such accounts and records have not been made and maintained.

37. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135 (1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

38. PARTICULARS OF EMPLOYEE:

Disclosure pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 read with rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, are given in the Annexure-III forming part of this report.

39. CORPORATE GOVERNANCE:

As a good corporate governance practice the Company has generally complied with the corporate governance requirements. Our disclosures seek to attain the best practices in corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

As our company has been listed on EMERGE Platform (SME) of NSE Limited, therefore by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E of schedule V are not applicable to the company.

Hence, corporate governance report does not form a part of this Board Report, though we are committed towards best corporate governance practices.

40. DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors state that:

a. In the preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards have been followed with no 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 the year ended on that date;

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d The Directors have prepared the annual financial statements on a going concern basis;

e The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

f The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

41. RISK MANAGEMENT:

Your Board has adopted a well-defined process for managing its risks on an ongoing basis and for conducting the business in a risk conscious manner. The Company has a structured and comprehensive Risk Management Frame work under which the risks are identified, assessed, monitored and reported as a part of normal business practice.

The Risk Management System is fully aligned with the corporate and operational objectives. There is no element of risk which in the opinion of the Board may threaten the existence of the Company.

42. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34 and schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Management’s discussion and analysis report is annexed in Annexure-IV

43. WEBSITE:

The Company is maintaining its functional website and the website contains basic as well as investor’s related information. The link of website is https://www.sprefractories.com/ .

44. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT 2013:

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software’s and the audit trail feature has not been tampered with and the audit trail has been preserved by the company as per the statutory requirements for record retention.

45. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE 9 OF THE COMPANIES ACT 2013:

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations.

The company has proposed and appointed a Designated person in a Board meeting and the same has been reported in Annual Return of the company.

46. DISCLOSURES:

The Company believes in providing safe and harassment free workplace for every individual working in company. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment and for this purpose the company has in place a robust policy, aiming to obtain the complaints, investigate and prevent any kind of harassment of employees at all levels.

For the current financial year end, no complaint was received by the company.

47. FRAUD REPORTING:

During the Financial Year 2023-24, there have been no instances of frauds reported by the Auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the Company or to the Central Government.

48. COMPLIANCE WITH SECRETARIAL STANDARD:

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

49. ACKNOWLEDGEMENT:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

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Mar 31, 2024

Your Directors have pleasure in presenting their 17^th Annual Report on the Business and
Operations of the Company and the Accounts for the Financial Year ended 31^st March, 2024.

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The company’s financial performance during the financial year 2023-24 has been
considerably good since total turnover of the Company increased significantly as compared
to previous year. There has been a considerable increase in profit of the company as
compared to the previous year due to consistent hard work of the Company. The Operating
results of the company for the year are as under.

(Rs.in Lakhs)

Particulars	31/03/2024	31/03/2023
Revenue From Operations and Other Income	2,883.70	2,724.27
Net Profit/Loss before Interest, Depreciation and Tax	292.10	148.53
Less: Finance Cost	42.54	40.99
Net Profit/Loss before Depreciation and Tax	249.56	107.54
Less: Depreciation and amortization for the year	32.73	24.33
Net Profit/Loss before exceptional and extraordinary items and tax	216.83	83.21
Less: Exceptional Items	00.00	0.00
Profit before extraordinary items and tax	216.83	83.21
Less: Extraordinary Items	00.00	0.00
Profit before tax	216.83	83.21
Less: Tax Expenses
i. Current tax expense	54.37	23.71

ii. Deferred tax Liability/(Assets)	6.60	(2.08)
iii. Tax for Earlier years	0.00	0.00
Profit/Loss for the period from continuing operations	155.86	61.57
Profit/Loss from discontinuing operations	0.00	0.00
Tax expense of discontinuing operations	0.00	0.00
Profit/Loss from discontinuing operations (after tax)	0.00	0.00
Profit/Loss transferred/adjusted to General Reserve	0.00	0.00
Basic earnings per equity share	8.71	3.44
Diluted earnings per equity share	8.71	3.44

2. STATE OF COMPANY’S AFFAIRS, RESULT OF OPERATION AND FUTURE
OUTLOOK:

COMPANY’S AFFAIRS AND RESULT OF OPERATION:

The Total revenue of the Company stood at Rs 2,883.70 /- Lakhs in the current year and Rs.
2,724.27 Lakhs in the previous year. The Company made a net profit of Rs. 155.86 Lakhs for
the year ended March 31, 2024 as compared to the net profit of Rs. 61.57 Lakhs in the
previous year.

FUTURE OUTLOOK:

Further, the Management is hopeful that Company will register even higher growth rate in
future as the Corporate. Company continues its effort on developing/improving new/
environment friendly, customized products through Marketing & Technical Services to meet
the future technological challenges & meet Customer expectations. Redesigning of products
with alternative raw materials to address the market requirement & business challenges.
Technology will continue to work on reducing input cost.

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. Composition of Board of Directors:

The Composition of Board of Directors as on 31^st March, 2024 is as follows;

Sr. No	Name	DIN	Designation
1.	Mrs. Namita Prabodh Kale	01586375	Whole Time Director
2.	Ms. Prajakta Prabodh Kale	01586299	Non-Executive Director
3.	Ms. Shweta Prabodh Kale	01586321	Executive Director
4.	Mr. Manish T. Pande	08712019	Independent Director
5.	Mr. Kushal Sanjay Sabadra	09392436	Independent Director

b. Key Managerial Personnel:

The following person are the Key Managerial Personnel of Company as on 31^st March 2024;

Sr. No	Name	DIN/PAN	Designation
1.	Mrs. Namita Prabodh Kale	01586375	Whole Time Director
2.	Ms. Shweta Prabodh Kale	ANHPK6697F	Chief Financial Officer
3.	Ms. Pawan Kumar	AVTPK9070E	Company Secretary cum Compliance Officer

Note: During the period under review that, Mr. Pawan Kumar (PAN: AVTPK9070E) has
been resigned from the position of Company Secretary cum Compliance officer with effect
from 30^th June, 2024. Further, Mr. Nikesh Subhash Zade has been appointed as a Company
Secretary cum Compliance officer (PAN: ABIPZ2703) with effect from 1^st July, 2024 to fill
the vacancy arise in the office of Company Secretary.

c. Change in Director and KMP

During the financial year, there has been no change in Board and Key Managerial Person.
However, Mr. Pawan Kumar (PAN: AVTPK9070E) has been resigned from the position of
Company Secretary cum Compliance officer with effect from 30th June, 2024. Further, Mr.
Nikesh Subhash Zade has been appointed as a Company Secretary cum Compliance officer
(PAN: ABIPZ2703) with effect from 1st July, 2024 to fill the vacancy arised in the office of
Company Secretary.

d. Retirement by Rotation of the Directors:

In accordance with the provisions of Section 152 (6) of the Companies Act, 2013 and the
Articles of Association of the Company, Ms. Prajakta Prabodh Kale, Non-Executive
Director (DIN: 01586299) of the Company, retires by rotation and offers herself for the re¬
appointment.

e. Independent Directors:

The Company has received necessary declaration from each independent director under
Section 149 (7) of the Companies Act, 2013, that he/she meets the criteria of independence
laid down in Section 149 (6) of the Companies Act, 2013 and Regulation 16 (1) (b) and 25
of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

4. DISCLOSURE BY DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184 (1) i.e. in
Form MBP-1, intimation under Section 164 (2) i.e. in Form DIR-8 and declaration as to
compliance with the Code of Conduct of the Company.

5. CODE OF CONDUCT

The Company has laid down a code of conduct for all Board members and Senior
Management and Independent Directors of the Company.

All the Board members including Independent Directors and Senior Management Personnel

have affirmed compliance with the code of conduct.

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END
OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which these financial statements relate and
the date of this report.

7. CONSOLIDATED FINANCIAL STATEMENT:

The company has no subsidiary, joint venture or associate company. Hence it is not required
to prepare any Consolidated Financial Statement.

8. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

The company has no Subsidiary, Associate or Joint Venture.

9. DIVIDEND:

The dividend policy for the year under review has been formulated taking into consideration
growth of the company and to conserve resources, the Directors do not recommend any
dividend for year ended March 31, 2024.

10. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND:

The provisions of Section 125 (2) of the Companies Act, 2013 do not apply as there was no
dividend declared and paid during the last year.

The Board of Directors in line with the requirement of the act has formed various
committees.

The detailed terms of reference of the Committee is available on the website of the Company
at https://www.sprefractories.com/investor.

a. AUDIT COMMITTEE:

The Audit Committee was constituted pursuant to the provisions of Companies Act, 2013
and it consist the following persons;

1. Mr. Kushal Sanjay Sabadra - Chairman

2. Mr. Manish Tarachand Pande - Member

3. Mrs. Namita Prabodh Kale - Member

All the recommendations made by Audit Committee were accepted by the Board of
Directors. Further, during the year, four (4) meetings of the audit committee were held and
the details of the same are as follows:

Sr. No	Date of Meeting	Total No. of Directors on the date of Meeting	No. of Directors attended	% of attendance
1.	23.05.2023	3	3	100%
2.	10.08.2023	3	3	100%
3.	10.11.2023	3	3	100%
4	09.02.2024	3	3	100%

b. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration committee had duly formed in line with the provisions
of Section 178 of the Companies Act, 2013. The details of the Committee is available on the
website of the Company at https://www.sprefractories.com/investor and it comprises of
following persons;

1. Mr. Manish Tarachand Pande - Chairman

2. Mr. Kushal Sanjay Sabadra - Member

3. Ms. Prajakta Prabodh Kale - Member

All the recommendations made by Committee were accepted by the Board of Directors.
During the year, One (1) meeting of the Nomination and Remuneration Committee was held
and the details of the same are as follows:

Sr. No	Date of Meeting	Total No. of Directors on the date of Meeting	No. of Directors attended	% of attendance
1.	23.05.2023	3	3	100%

c. STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholder’s Relationship Committee had been duly formed mainly to focus on the
redressal of Shareholders’/Investors’ Grievances if any like Transfer / Transmission / Demat
of Shares; Loss of Share Certificates; Non receipt of Annual Report; Dividend Warrants; etc.

1. Ms. Prajakta Prabodh Kale - Chairman

2. Mr. Manish Tarachand Pande - Member

3. Ms. Shweta Prabodh Kale - Member

Sr. No	Date of Meeting	Total No. of Directors on the date of Meeting	No. of Directors attended	% of attendance
1.	25.04.2023	3	3	100%
2.	10.08.2023	3	3	100%
3.	30.11.2023	3	3	100%
4	05.02.2024	3	3	100%

During the year under review, there was no change in constitution of committees.

12. BOARD EVALUATION:

Your Board has devised an Evaluation Policy for evaluating the performance of the Board,
its Committees, Executive Directors, and Independent Directors. Based on the same, the
performance was evaluated for the financial year ended March 31, 2024. As part of the
evaluation process, the performance of Non-Independent Directors, the Chairman and the
Board was conducted by the Independent Directors.

The performance evaluation of the respective Committees and that of Independent and Non¬
Independent Directors was done by the Board excluding the Director being evaluated.

The policy inter alia provides the criteria for performance evaluation such as Board
effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic
thinking, time commitment, and relationship with the stakeholders, corporate governance
practices, contribution of the committees to the Board in discharging its functions etc.

The Board firmly believes that a robust evaluation process is crucial for maintaining high
standards of corporate governance and ensuring that the Board remains effective in fulfilling
its fiduciary responsibilities. The Board expresses its satisfaction with the overall
performance during the year and is confident in its ability to guide the company towards
achieving its strategic objectives in the future.

13. ANNUAL RETURN:

Pursuant to the provisions of Sections 92 (3) and 134 (3) (a) of the Companies Act, 2013,
copy of the Annual Return of the Company have been uploaded on the Company''s website
https://www.sprefractories.com/ in E-Form MGT-7 for the financial year ended March 31,
2024.

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism which also incorporates a Whistle Blower Policy in
line with the provisions of the Companies Act, 2013 to report genuine concerns or
grievances. The Vigil Mechanism/ Whistle Blower Policy may be accessed on the
Company’s website at https://www.sprefractories.com/.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES:

The particulars of every contract or arrangements entered into by the Company with related
parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 are disclosed
in Form No. AOC -2 as Annexure-I.

The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board may be accessed on the Company’s website at the link:
https://www.sprefractories.com/.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read
with Rule, 8 of The Companies (Accounts) Rules, 2014. is annexed herewith as Annexure
II.

During the year under review, there were no foreign exchange earnings or outgo

17. AUDITORS:

a. Statutory Auditors:

The Company’s Statutory Auditor M/s Zoeb Anwar & Co. Chartered Accountant having
(FRN: 116532W) have successfully conducted the statutory audit of Company for the
financial year end 31^st March, 2024.

M/s Zoeb Anwar & Co. Chartered Accountant (FRN: 116532W) were appointed as Statutory
Auditors of the Company at Annual General Meeting held on 29^th September, 2022 and they
shall be holding their office till the conclusion of AGM relevant to financial year 2026-27.

There is no requirement for ratification of auditors in this Annual General Meeting as per the
provision of Section 139 of the Companies Act, 2013 as amended.

The notes to accounts referred to in the Auditors’ Report are self-explanatory and therefore,
do not call for any further comments.

b. Secretarial Auditor:

The Secretarial Audit Report as required under section 204 of the Companies Act, 2013 and
Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
in the Form MR-3 is annexed herewith for your kind perusal and information as Annexure-
III.

c. Cost Auditor:

Appointment of Cost Auditor pursuant to provisions of Section 148 of the Companies Act,
2013 is not applicable to the Company.

d. Internal Auditor:

M/s. Sanjay Chindaliya & Co., Chartered Accountants., Nagpur, shall continue to be as
Internal Auditor of the Company, pursuant to Section 138 of the Companies Act, 2013 to
ensure the routine internal audits and controls.

18. MANAGERIAL REMUNERATION:

The Company has paid managerial remuneration during the financial year 2023-24 and the
details of the same are disclosed in Management Discussion and Analysis Report (MDAR)
annexed to this report as Annexure V.

19. NOMINATION AND REMUNERATION POLICY:

The Company''s policy on the appointment and remuneration of Directors and Key
Managerial Personnel provides a framework based on which our human resources
management aligns their recruitment plans for the strategic growth of Company.

20. REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143
(12) of the Companies Act, 2013.

21. LOANS, GUARANTEES AND INVESTMENTS:

During the year under review the Company has not given any long term loan and advances
and has not made any investment under Section 186 of the Companies Act, 2013.

22. DEPOSITS:

The company has not invited/ accepted any deposits from the members as well as public
during the year ended March 31, 2024. There were no unclaimed or unpaid deposits as on
March 31, 2024.

23. DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORK PLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

Your Company has put in place a policy for prevention, prohibition and redressal against
sexual harassment of women at the work place, to protect women employees and enable them
to report sexual harassment at the workplace in line with the requirements of The Sexual
Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

All employees (permanent, contractual, temporary, trainees) are covered under this policy.
No complaints were received during F.Y. 2023-24.

24. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR
ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND
SECRETARIAL AUDITORS IN THEIR REPORTS:

There were no comments on qualifications, reservations or adverse remarks or disclaimers
made by the statutory auditor and secretarial auditor in their reports.

25. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER
REVIEW:

The Company had 07 (Seven) Board meetings during the financial year under review. The
intervening gap between any two meetings was within the period prescribed by the
Companies Act, 2013.

Further, the Directors state that the applicable secretarial standard i.e. SS-1 relating to
‘Meeting of the Board of Directors’ has been duly followed by the Company.

Sr. No.	Date of Meeting	Total No. of Directors on the Date of Meeting	No. of Directors attended	% of Attendance
1	25.04.2023	5	3	60.00%
2	23.05.2023	5	4	80.00%
3	17.08.2023	5	5	100.00%
4	10.11.2023	5	4	80.00%
5	21.12.2023	5	5	100.00%
6	16.01.2024	5	5	100.00%
7	24.02.2024	5	5	100.00%

26. GENERAL MEETING:

The Directors state that the applicable secretarial standard i.e. SS-2, relating to ‘General
Meeting’, has been duly followed by the Company.

Details of the General Meetings of the Company held during the financial year along with
summary of Resolutions passed thereat, as more particularly set out in the respective notices
of such General Meetings, as passed by the Members, are as follows:

AGM /EGM	Day, Date, Time and Venue	Particulars of Resolution
Annual General	Thursday 21st S eptember,	To receive, consider and adopt the
Meeting	2023 at 11.30 A.M at M-10,	Audited Balance Sheet for the year
	M-11/1 & M-11/2, MIDC	ended 31st March, 2024, the Profit and
	Industrial Area, Hingna	Loss account for the year ended as on
	Road, Nagpur Maharashtra-	the said date, cash flow statement,
	440016 India	Auditors'' Report and the Directors'' Report thereon.

27. SIGNIFICANT AND MATERIAL ORDERS:

During the year under review, no such significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status and company’s operations
in future.

28. DETAILED REASON OR REPORT ON REVISION OF FINANCIAL
STATEMENTS:

There is no revision of financial statement. Hence, it is not applicable to your company.

29. SHARES:

i. Issue of equity shares with differential rights:

The Company has not issued any equity shares with differential rights during the year
under review.

ii. Issue of sweat equity shares:

The Company has not issued any sweat equity shares during the year under review.

iii. Details of employee stock options:

The Company has not issued any Employee Stock Options during the year under review.

iv. Shares held in Trust for the benefit of employees where the voting rights are not
exercised directly by the employees:

The Company does not held any shares in trust for the benefit of employees where the
voting rights are not exercised directly by the employees during the year under review.

v. Issue of Debentures, Bonds or Any Non-Convertible Securities:

The Company has not issued any debentures, bonds or any non-convertible securities
during the year under review.

vi. Issue of Warrants:

The Company has not issued any warrants during the year under review.

30. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate and efficient internal and external control system, which provides
protection to all its assets against loss from unauthorized use and ensures correct reporting of
transactions.

The internal control systems are further supplemented by internal audits carried out by the
respective Internal Auditors of the Company and Periodical review by the management. The
Company has put in place proper controls, which are reviewed at regular intervals to ensure
that transactions are properly authorized, correctly reported and assets are safeguarded.

31. MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub-section (1) of
Section 148 of the Companies Act, 2013, is not required by the Company and accordingly
such accounts and records have not been made and maintained.

32. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committee as it
does not fall within purview of Section 135 (1) of the Companies Act, 2013 and hence it is

not required to formulate policy on corporate social responsibility.

33. PARTICULARS OF EMPLOYEE:

Disclosure pertaining to remuneration and other details as required under Section 197 (12) of
the Companies Act, 2013 read with rule 5 (1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014, are given in the Annexure-IV forming
part of this report.

34. CORPORATE GOVERNANCE:

As a good corporate governance practice the Company has generally complied with the
corporate governance requirements. Our disclosures seek to attain the best practices in
corporate governance. We also endeavor to enhance long-term shareholder value and respect
minority rights in all our business decisions.

As our company has been listed on EMERGE Platform (SME) of NSE Limited, therefore by
virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 the compliance with the corporate Governance provisions as specified in
regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C D
and E of schedule V are not applicable to the company.

Hence, corporate governance report does not form a part of this Board Report, though we are
committed towards best corporate governance practices.

35. DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors state that:

a. In the preparation of the annual financial statements for the year ended March 31, 2024,
the applicable accounting standards have been followed with no 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 the year ended on that date;

c. The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;

d The Directors have prepared the annual financial statements on a going concern basis;

e The Directors have laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and operating effectively; and

f The Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.

36. RISK MANAGEMENT:

Your Board has adopted a well-defined process for managing its risks on an ongoing basis
and for conducting the business in a risk conscious manner. The Company has a structured
and comprehensive Risk Management Frame work under which the risks are identified,
assessed, monitored and reported as a part of normal business practice.

The Risk Management System is fully aligned with the corporate and operational objectives.
There is no element of risk which in the opinion of the Board may threaten the existence of
the Company.

37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34 and schedule V of the SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 2015 the Management’s discussion and analysis
report is annexed in Annexure-V.

38. WEBSITE:

The Company is maintaining its functional website and the website contains basic as well as
investor’s related information. The link of website is https://www.sprefractories.com/ .

39. DISCLOSURES

The Company believes in providing safe and harassment free workplace for every individual
working in company. The Company always endeavors to create and provide an environment
that is free from discrimination and harassment including sexual harassment and for this
purpose the company has in place a robust policy, aiming to obtain the complaints,
investigate and prevent any kind of harassment of employees at all levels.

For the current financial year end, no complaint was received by the company.

40. ACKNOWLEDGEMENT:

Your Directors place on record their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to your
Companies activities during the year under review. Your Directors also acknowledges
gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors
SP Refractories Limited

Sd/- Sd/-

Name: Mrs. Namita Prabodh Name: Ms. Shweta Prabodh
Kale Kale

Designation: Whole Time Designation: Director cum
Director Chief Financial Officer

DIN: 01586375 DIN: 01586321

Date: 16.08.2024
Place: Nagpur

---

Mar 31, 2023

Your Directors have pleasure in presenting their 16^th Annual Report on the Business and Operations
of the Company and the Accounts for the Financial Year ended 31^st March, 2023.

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The company’s financial performance during the financial year 2022-23 has been considerably good
since total turnover of the Company increased significantly as compared to previous year. There has
been a slight decrease in profit of the company as compared to the previous year of the Company.
The Operating results of the company for the year are as under.

(Rs.in Lakhs)
Particulars	31/03/2023	31/03/2022
Revenue From Operations and Other Income	2,724.27	3,152.74
Net Profit/Loss before Interest, Depreciation and Tax	148.52	199.64
Less: Finance Cost	40.99	40.90
Net Profit/Loss before Depreciation and Tax	107.53	158.74
Less: Depreciation and amortization for the year	24.33	22.42
Net Profit/Loss before exceptional and extraordinary items and tax	83.2	136.32
Less: Exceptional Items	00.00	0.00
Profit before extraordinary items and tax	83.2	136.32
Less: Extraordinary Items	00.00	0.00
Profit before tax	83.2	136.32
Less: Tax Expenses
i. Current tax expense	23.71	39.36
ii. Deferred tax Liability/(Assets)	0.00	0.00
iii. Tax for Earlier years	(2.08)	(1.49)
Profit/Loss for the period from continuing operations	61.57	98.45
Profit/Loss from discontinuing operations	0.00	0.00

Tax expense of discontinuing operations	0.00	0.00
Profit/Loss from discontinuing operations (after tax)	0.00	0.00
Profit/Loss transferred/adjusted to General Reserve
Basic earnings per equity share	3.44	6.56
Diluted earnings per equity share	0.00	0.00

2. STATE OF COMPANY’S AFFAIRS, RESULT OF OPERATION AND FUTURE
OUTLOOK:

COMPANY’S AFFAIRS AND RESULT OF OPERATION:

The Total revenue of the Company stood at Rs 2,724.27 Lakhs in the current year and Rs. 3,152.74
Lakhs in the previous year. The Company made a net profit of Rs.61.57 Lakhs for the year ended
March 31, 2023 as compared to the net profit of Rs. 98.45 Lakhs in the previous year.

FUTURE OUTLOOK:

Further, the Management is hopeful that Company will register even higher growth rate in future as
the Corporate. Company continues its effort on developing/improving new/ environment friendly,
Customized products through Marketing & Technical Services to meet the future technological
challenges & meet Customer expectations. Redesigning of products with alternative raw materials
to address the market requirement & business challenges. Technology will continue to work on
reducing input cost.

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. Composition of Board of Directors:

The Composition of Board of Directors as on 31^st March, 2023 is as follows;

Sr. No	Name	DIN	Designation
1.	Mrs. Namita Prabodh Kale	01586375	Whole Time Director
2.	Ms. Prajakta Prabodh Kale	01586299	Non-Executive Director
3.	Ms. Shweta Prabodh Kale	01586321	Executive Director

4.	Mr. Manish Tarachand Pande	08712019	Independent
			Director
5.	Mr. Kushal Sanjay Sabadra	09392436	Independent Director

b. Key Managerial Personnel:

The following person are the Key Managerial Personnel of Company as on 31^st March 2023;

Sr. No	Name	DIN/PAN	Designation
1.	Mrs. Namita Prabodh Kale	01586375	Whole Time Director
2.	Ms. Shweta Prabodh Kale	ANHPK6697F	Chief Financial Officer
3.	Ms. Prachi Parasramji Nagardhankar	BCFPN8827A	Company Secretary cum Compliance Officer

Note: Ms. Prachi Parasramji Nagardhankar (BCFPN8827A) has resignedfrom the position of
Company Secretary cum Compliance Officer with effect from 15th April, 2023. Further, Mr.
Pawan Kumar has been appointed as Company Secretary cum Compliance Officer (PAN:
AVTPK9070E) w.e.f. 1st June, 2023 to fill the vacancy arised in the office of Company Secretary.

c. Change in Director and KMP

During the financial year, there has been no change in Board and Key Managerial Person.

However, Ms. Prachi Parasramji Nagardhankar (BCFPN8827A) has resigned from the position of
Company Secretary cum Compliance Officer with effect from 15th April, 2023. Further, Mr. Pawan
Kumar has been appointed as Company Secretary cum Compliance Officer (PAN: AVTPK9070E)
w.e.f. 1st June, 2023 to fill the vacancy arised in the office of Company Secretary.

d. Retirement by Rotation of the Directors:

In accordance with the provisions of Section 152 (6) of the Companies Act, 2013 and the Articles of
Association of the Company, Ms. Shewta Prabodh Kale, Non-Executive Director (DIN: 01586321)
of the Company, retires by rotation and offers herself for the re- appointment.

e. Independent Directors:

The Company has received necessary declaration from each independent director under Section 149
(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section

149 (6) of the Companies Act, 2013 and Regulation 16 (1) (b) and 25 of SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 2015.

4. DISCLOSURE BY DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184 (1) i.e. in Form
MBP-1, intimation under Section 164 (2) i.e. in Form DIR-8 and declaration as to compliance with
the Code of Conduct of the Company.

5. CODE OF CONDUCT

The Company has laid down a code of conduct for all Board members and Senior Management and
Independent Directors of the Company. All the Board members including Independent Directors and
Senior Management Personnel have affirmed compliance with the code of conduct.

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL
YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF
THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred
between the end of the financial year to which these financial statements relate and the date of this
report.

7. CONSOLIDATED FINANCIAL STATEMENT:

The company has no subsidiary, joint venture or associate company. Hence it is not required to
prepare any Consolidated Financial Statement.

8. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

The company has no Subsidiary, Associate or Joint V enture.

9. DIVIDEND:

The dividend policy for the year under review has been formulated taking into consideration growth

of the company and to conserve resources, the Directors do not recommend any dividend for year
ended March 31, 2023.

10. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND:

The provisions of Section 125 (2) of the Companies Act, 2013 do not apply as there was no dividend
declared and paid during the last year.

11. COMMITTEES OF BOARD:

The Board of Directors in line with the requirement of the act has formed various committees.

The detailed terms of reference of the Committee is available on the website of the Company at
https: //www. sprefractories. com/investor.

a. AUDIT COMMITTEE:

The Audit Committee was constituted pursuant to the provisions of Companies Act, 2013 and it
consist the following persons;

1. Mr. Kushal Sanjay Sabadra - Chairman

2. Mr. Manish Tarachand Pande - Member

3. Mrs. Namita Prabodh Kale - Member

All the recommendations made by Audit Committee were accepted by the Board of Directors.
Further, during the year, four (4) meetings of the audit committee were held and the details of the
same are as follows:

Sr. No.	Date of Meeting	Total No. of Directors on the Date of Meeting	No. of Directors attended	% of Attendance
1	19.05.2022	3	3	100.00%
2	16.08 2022	3	3	100.00%

3	10.11.2022	3	3	100.00%
4	18.03.2023	3	3	100.00%

b. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration committee had duly formed in line with the provisions of Section
178 of the Companies Act, 2013. The details of the Committee is available on the website of the
Company at https://www.sprefractories.com/investor and it comprises of following persons;

1. Mr. Manish Tarachand Pande - Chairman

2. Mr. Kushal Sanjay Sabadra - Member

3. Ms. Prajakta Prabodh Kale - Member

All the recommendations made by Committee were accepted by the Board of Directors. During the
year, One (1) meeting of the Nomination and Remuneration Committee was held and the details of
the same are as follows:

Sr. No.	Date of Meeting	Total No. of Directors on the Date of Meeting	No. of Directors attended	% of Attendance
1	25.04.2022	3	3	100.00%

c. STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholder’s Relationship Committee had been duly formed mainly to focus on the redressal
of Shareholders’/Investors’ Grievances if any like Transfer / Transmission / Demat of Shares; Loss
of Share Certificates; Non receipt of Annual Report; Dividend Warrants; etc.

1. Ms. Prajakta Prabodh Kale - Chairman

2. Mr. Manish Tarachand Pande - Member

3. Ms. Shweta Prabodh Kale - Member

During the year, three (03) meetings of the Stakeholder Relationship Committee were held and the
details of the same are as follows;

Sr. No.	Date of Meeting	Total No. of Directors on the Date of Meeting	No. of Directors attended	% of Attendance
1	9.04.2022	3	3	100.00%
2	13.07. 2022	3	3	100.00%
3	07.10.2022	3	3	100.00%
4	11.01.2023	3	3	100.00%

d. CHANGE IN CONSTITUTION OF COMMITTEES:

During the year under review, there was no change in constitution of committees.

12. BOARD EVALUATION:

Your Board has devised an Evaluation Policy for evaluating the performance of the Board, its
Committees, Executive Directors, Independent Directors. Based on the same, the performance was
evaluated for the financial year ended March 31, 2023. As part of the evaluation process, the
performance of Non- Independent Directors, the Chairman and the Board was conducted by the
Independent Directors.

The performance evaluation of the respective Committees and that of Independent and Non¬
Independent Directors was done by the Board excluding the Director being evaluated.

The policy inter alia provides the criteria for performance evaluation such as Board effectiveness,
quality of discussion, contribution at the meetings, business acumen, strategic thinking, time
commitment, and relationship with the stakeholders, corporate governance practices, contribution of
the committees to the Board in discharging its functions etc.

13. ANNUAL RETURN:

Pursuant to the provisions of Sections 92 (3) and 134 (3) (a) of the Companies Act, 2013, copy of the
Annual Return of the Company have been uploaded on the Company''s website
https: //www. sprefractories. com/ in E-F orm MGT -7 for the financial year ended March 31, 2023.

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism which also incorporates a Whistle Blower Policy in line with
the provisions of the Companies Act, 2013 to report genuine concerns or grievances. The Vigil
Mechanism/ Whistle Blower Policy may be accessed on the Company’s website at
https: //www. sprefractories. com/.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties
referred to in sub-section (1) of section 188 of the Companies Act, 2013 are disclosed in Form No.
AOC -2 as Annexure-I

he Policy on materiality of related party transactions and dealing with related party transactions as
approved by the Board may be accessed on the Company’s website at the link:
https: //www. sprefractories. com/.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings
and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule, 8 of The
Companies (Accounts) Rules, 2014. is annexed herewith as Annexure II.

During the year under review, there were no foreign exchange earnings or outgo.

17. AUDITORS:

a. Statutory Auditors:

The Company’s Statutory Auditor M/s Zoeb Anwar & Co. Chartered Accountant having (FRN.
116532W) have successfully conducted the statutory audit of Company for the financial year end
31st March,2023.

M/s M/s Zoeb Anwar & Co. Chartered Accountant (FRN: 116532W) were appointed as
Statutory Auditors of the Company at AGM held on 29th September, 2022 and they shall be

holding their office till the conclusion of AGM relevant to financial year 2026-27.

There is no requirement for ratification of auditors in this Annual General Meeting as per the
provision of Section 139 of the Companies Act, 2013 as amended.

The notes to accounts referred to in the Auditors’ Report are self-explanatory and therefore,
do not call for any further comments.

b. Secretarial Auditor:

The Secretarial Audit Report as required under section 204 of the Companies Act, 2013 and Rule 9
of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in the Form
MR-3 is annexed herewith for your kind perusal and information as Annexure-III.

c. Cost Auditor:

Appointment of Cost Auditor pursuant to provisions of Section 148 of the Companies Act, 2013 is
not applicable to the Company.

d. Internal Auditor:

M/s Sanjay Chindaliya & Co., Chartered Accountants., Nagpur, shall continue to be as Internal
Auditor of the Company, pursuant to Section 138 of the Companies Act, 2013 to ensure the routine
internal audits and controls.

18. MANAGERIAL REMUNERATION:

The Company has paid managerial remuneration during the financial year 2022-23 and the details of
the same are disclosed in Management Discussion and Analysis Report (MDAR) annexed to this
report as Annexure IV.

19. NOMINATION AND REMUNERATION POLICY:

The Company''s policy on the appointment and remuneration of Directors and Key Managerial
Personnel provides a framework based on which our human resources management aligns their
recruitment plans for the strategic growth of Company.

20. REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143 (12) of the
Companies Act, 2013.

21. LOANS, GUARANTEES AND INVESTMENTS:

During the year under review the Company has not given any long term loan and advances and has
not made any investment under Section 186 of the Companies Act, 2013.

22. DEPOSITS:

The company has not invited/ accepted any deposits from the members as well as public during the
year ended March 31, 2023. There were no unclaimed or unpaid deposits as on March 31, 2023.

23. DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORK PLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

Your Company has put in place a policy for prevention, prohibition and redressal against sexual
harassment of women at the work place, to protect women employees and enable them to report
sexual harassment at the workplace in line with the requirements of The Sexual Harassment of
Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

All employees (permanent, contractual, temporary, trainees) are covered under this policy. No
complaints were received during F.Y. 2022-23.

24. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR
ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND
SECRETARIAL AUDITORS IN THEIR REPORTS:

There were no comments on qualifications, reservations or adverse remarks or disclaimers made by
the statutory auditor and secretarial auditor in their reports.

25. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The Company had 16 (sixteen) Board meetings during the financial year under review. The
intervening gap between any two meetings was within the period prescribed by the Companies Act,
2013.

Further, the Directors state that the applicable secretarial standard i.e. SS-1 relating to ‘Meeting of
the Board of Directors’ has been duly followed by the Company.

Sr. No.	Date of Meeting	Total No. of Directors on the Date of Meeting	No. of Directors attended	% of Attendance
1	19.04.2022	5	3	60.00%
2	30.04 2022	5	3	60.00%
3	12.05 2022	5	3	60.00%
4	26.05. 2022	5	3	60.00%
5	31.05 2022	5	3	60.00%
6	9.06 2022	5	4	60.00%
7	23.06.2022	5	3	60.00%
8	14.07.2022	5	3	60.00%
9	28.07.2022	5	3	60.00%
10	11.08.2022	5	3	60.00%
11	25.08.2022	5	4	80.00%
12	15.09. 2022	5	3	60.00%
13	14.11.2022	5	3	60.00%
14	13.01.2023	5	3	60.00%
15	16.02. 2023	5	3	60.00%
16	30.03.2023	5	3	60.00%

26. GENERAL MEETING:

The Directors state that the applicable secretarial standard i.e. SS-2, relating to ‘General Meeting’,
has been duly followed by the Company.

Details of the General Meetings of the Company held during the financial year along with summary
of Resolutions passed thereat, as more particularly set out in the respective notices of such General
Meetings, as passed by the Members, are as follows:

AGM /EGM	Day, Date, Time and Venue	Particulars of Resolution
Annual General Meeting	Thursday 29th September, 2022 at 11.30 a.m. at M-10, M-11/1 & M-11/2, MIDC Industrial Area, Hingna Road, Nagpur Maharashtra- 440016 India	To receive, consider and adopt the Audited Balance Sheet for the year ended 31st March, 2023, the Profit and Loss account for the year ended as on the said date, Cash Flow Statement, Auditors Report and the Directors Report thereon.

27. SIGNIFICANT AND MATERIAL ORDERS:

During the year under review, no such significant and material orders passed by the regulators or
courts or tribunals impacting the going concern status and company’s operations in future.

28. DETAILED REASON OR REPORT ON REVISION OF FINANCIAL STATEMENTS:

There is no revision of financial statement. Hence, it is not applicable to your company.

29. SHARES:

i. Issue of equity shares with differential rights:

The Company has not issued any equity shares with differential rights during the year under
review.

ii. Issue of sweat equity shares:

The Company has not issued any sweat equity shares during the year under review.

iii. Details of employee stock options:

The Company has not issued any Employee Stock Options during the year under review.

iv. Shares held in Trust for the benefit of employees where the voting rights are not exercised
directly by the employees:

The Company does not held any shares in trust tor the benefit of employees where the voting
rights are not exercised directly by the employees during the year under review.

v. Issue of Debentures, Bonds or Any Non-Convertible Securities:

The Company has not issued any debentures, bonds or any non-convertible securities during the
year under review.

vi. Issue of Warrants:

The Company has not issued any warrants during the year under review.

30. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate and efficient internal and external control system, which provides
protection to all its assets against loss from unauthorized use and ensures correct reporting of
transactions.

The internal control systems are further supplemented by internal audits carried out by the respective
Internal Auditors of the Company and Periodical review by the management. The Company has put
in place proper controls, which are reviewed at regular intervals to ensure that transactions are
properly authorized, correctly reported and assets are safeguarded.

31. MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub-section (1) of Section
148 of the Companies Act, 2013, is not required by the Company and accordingly such accounts and
records have not been made and maintained.

32. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does
not fall within purview of Section 135 (1) of the Companies Act, 2013 and hence it is not required to
formulate policy on corporate social responsibility.

33. PARTICULARS OF EMPLOYEE:

Disclosure pertaining to remuneration and other details as required under Section 197 (12) of the
Companies Act, 2013 read with rule 5 (1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, are given in the Annexure-V forming part of this report.

34. CORPORATE GOVERNANCE:

As a good corporate governance practice the Company has generally complied with the corporate
governance requirements. Our disclosures seek to attain the best practices in corporate governance.
We also endeavor to enhance long-term shareholder value and respect minority rights in all our
business decisions.

As our company has been listed on EMERGE Platform (SME) of NSE Limited, therefore by virtue
of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements)

Regulations, 2015 the compliance with the corporate Governance provisions as specified in
regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E
of schedule V are not applicable to the company.

Hence, corporate governance report does not form a part of this Board Report, though we are
committed towards best corporate governance practices.

35. DIRECTORS RESPONSIBILITY STATEMENT:

Y our Directors state that:

a. In the preparation of the annual financial statements for the year ended March 31, 2023, the
applicable accounting standards have been followed with no 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, 2023 and of the profit of the Company for the year
ended on that date;

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities;

d The Directors have prepared the annual financial statements on a going concern basis;

e. The Directors have laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and operating effectively; and

f The Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.

36. RISK MANAGEMENT:

Your Board has adopted a well-defined process for managing its risks on an ongoing basis and for
conducting the business in a risk conscious manner. The Company has a structured and
comprehensive Risk Management Frame work under which the risks are identified, assessed,
monitored and reported as a part of normal business practice.

The Risk Management System is fully aligned with the corporate and operational objectives. There
is no element of risk which in the opinion of the Board may threaten the existence of the Company.

37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34 and schedule V of the SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015 the Management’s discussion and analysis report is
annexed in Annexure-V.

38. WEBSITE:

The Company is maintaining its functional website and the website contains basic as well as
investor’s related information. The link of website is https: //www. sprefractories. com/ .

39. DISCLOSURES

The Company believes in providing safe and harassment free workplace for every individual working
in company. The Company always endeavors to create and provide an environment that is free from
discrimination and harassment including sexual harassment and for this purpose the company has in
place a robust policy, aiming to obtain the complaints, investigate and prevent any kind of harassment
of employees at all levels.

For the current financial year end, no complaint was received by the company.

40. ACKNOWLEDGEMENT:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and
various Government Authorities for their continued support extended to your Companies activities
during the year under review. Your Directors also acknowledges gratefully the shareholders for their
support and confidence reposed on your Company.

For and on behalf of the Board of Directors

Sd/ Sd/

Name: Mrs. Namita Prabodh Kale Name: Ms. Shweta Prabodh

Kale

Designation: Whole Time Director Designation: Director cum

Chief Financial Officer

DIN: 01586375 DIN: 01586321

Date: 17/08/2023
Place: Nagpur