Your Directors have pleasure in presenting the Sixteenth Board's Report of your company along with the
Audited Financial Statements for the Financial Year ended on March 31,2024. Further, in compliance with the
Companies Act, 2013 the company has made all requisite disclosures in the Board Report with the objective
of accountability and transparency in its operations and to make you aware about its performance and future
perspective.

1. FINANCIAL HIGHLIGHTS

^Rq in lakhc^

2. OPERATIONAL REVIEW

During the Financial year under review, your
Company has posted Total Income of Rs. NIL
(Previous Year NIL) and Net Loss of Rs. 57.85
lakhs (Previous Year 53.11 Lakhs) . Since the
Company has incurred a loss, no amount is
available for appropriation.

3. SHARE CAPITAL OF THE COMPANY

During the Financial Year under review, the
Company has not issued any shares with
differential voting rights nor granted any stock
options neither sweat equity.

The Paid up Equity Share Capital, as at March
31, 2024 was Rs. 4,13,99,020/- divided into
41,39,902 Equity shares, having face value of
Rs.10/- each fully paid up.

4. DIVIDEND

The Board of Directors of your company regret
their inability to declare any Dividend for the
current Financial Year due to loss incurred by
the Company.

5. DEPOSITORY SYSTEM

Your Company's equity shares are available for
dematerialisation through National Securities

Depository Limited and Central Depository
Services (India) Limited. As on March 31, 2024.
99.88 % of the equity shares of the Company
were held in dematerialised form.

6. SUBSIDIARIES, ASSOCIATES & JOINT
VENTURES

As on March 31, 2024, the Company does not
have any Subsidiary, Associate or Joint Venture
Company.

7. RESERVES

Your Company has not transferred any amount
to the Reserves during the Year.

8. NATURE OF BUSINESS

The Company is engaged in the activities of real
estate and trading. During the year under review,
there was no change in the nature of business of
the Company.

9. DEPOSITS

Your Company had no opening balance of
Deposits. Your Company has not accepted any
Deposits during the Financial Year 2023-24 and
as such, no principal or interest were outstanding
as on March 31, 2024 as per the provisions of
the Companies Act, 2013 (hereinafter referred

to as “Act”), and the Rules framed there under.
Further, Your Company has not received any
amount from the Director of the Company as
per Rule 2(1)(c)(viii) Companies (Acceptance of
Deposits) Rules, 2014

10. RELATED PARTY TRANSACTION

During the year under review the Company has
not entered into any contracts/arrangements/
transactions which would qualify as material
in accordance with policy of the Company on
materiality of related party transactions or as
per the provision of SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015
(“SEBI Listing Regulations”).

The details of transactions with related parties
in ordinary business routine as per Indian
Accounting Standard (IND AS-24) is set out in
Note No. 29 to the Financial Statements of the
Company.

Your Company has formulated a policy for
dealing with related party transactions which
is also available on website of the Company at
http://www.spsl.com/policies.php

11. DISCLOSURE OF SIGNIFICANT AND
MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS
AND COMPANY’S OPERATIONS IN FUTURE

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

12. LOANS AND INVESTMENTS

Under Section 186 of the Act, the Company has
neither given any Guarantee nor provided any
Security in Connection with a Loan, directly or
indirectly, to any person or other body corporate.
Company has also not made any investments.

Details of loans as on March 31, 2024 is set
out in Note No.5 of Financial Statements of the
Company.

13. CORPORATE GOVERNANCE

Our corporate governance practices are a
reflection of our value system encompassing
our culture, policies and relationships with our
stakeholders. Integrity and transparency are
integral to our corporate governance practices
to ensure that we gain and retain the trust of our
stakeholders at all times. Corporate Governance
is about maximizing shareholders' value legally,
ethically and sustainably. Our Board exercises
its fiduciary responsibilities in the widest sense

of the term. We seek to enhance long-term
shareholder value. Our Corporate Governance
report for Financial Year 2024 forms part of this
Annual Report.

14. SECRETARIAL STANDARDS

Your Company has complied with Secretarial
Standards on Meetings of the Board of Directors
(SS-1) and General Meetings (SS-2) issued by
the Institute of Company Secretaries of India
(“ICSI”).

15. DIRECTORS AND KEY MANAGERIAL
PERSONNEL

Mr. Harsh L Mehta, Managing Director, retires
by rotation at the forthcoming Annual General
Meeting and being eligible has offered himself
for re-appointment.

Ms. Krishna Agrawal as Company Secretary and
Compliance Officer (Key Managerial Personnel)
of the Company with effect from May 11, 2023.
there was no change in the composition of
board of directors & KMP of the Company.

Mr. Harsh L. Mehta, Managing Director, Ms.
Krishna Agrawal, Company Secretary and Mr.
Suresh N. Pitale, Chief Financial Officer, continue
to function as Key Managerial Personnel of the
Company during the year under review.

16. INDEPENDENT DIRECTOR’S DECLARATION

The Company has received the Certificate
of Independence from all the Independent
Directors pursuant to Section 149 of the Act and
Regulation 16 of the SEBI Listing Regulations,
confirming and certifying that they have
complied with all the requirements of being an
Independent Director of the Company.

The Independent Directors have also confirmed
that they have complied with the Company's
Code of Conduct. The Company has also
received declarations under Regulation 25(8) of
SEBI Listing Regulations from the Independent
Directors confirming that there were no
existence or anticipation of any circumstances
during the year that could impair or impact their
ability to discharge their duties with an objective
of independent judgement and without any
external influence.

17. FAMILIARIZATION PROGRAM FOR
INDEPENDENT DIRECTOR

In compliance with the requirements of SEBI
Listing Regulations, the Independent Directors
have been familiarized on the Board of the
Company by the functional heads of various
departments of the Company which includes

detailed presentations on the vision and mission
of the Company, its operations, business plans,
technologies and also future outlook of the entire
industry. The details of familiarization programs
are disclosed on the Company website from
time to time at: http://www.spsl.com/downloads/
familiarisation-of-ID-of-SPSL.pdf

STATEMENT REGARDING OPINION OF
THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING
THE PROFICIENCY) OF THE INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR

Since there are no Independent Directors
appointed during the year, statement under Rule
8 (5) Companies (Accounts) Rules, 2014 is not
required.

18. PECUNIARY RELATIONS

The Company does not pay any remuneration to
its Non-Executive / Independent Directors except
sitting fees and reimbursement of expenses
for attending Meetings of the Board and of its
Committees. No commission on the net profit of
the Company is paid to any Director. There are
no pecuniary relationships or transactions of the
Non-Executive Directors vis-a-vis the Company.

19. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company met Four
(4) times during the Financial Year 2023-24. The
details of various Board Meetings are provided
in the Corporate Governance Report. The gap
intervening between two meetings of the Board
is as prescribed in the Act, and SEBI Listing
Regulations.

20. BOARD COMMITTEES

The Company has constituted the following
Statutory Committees of the Board of Directors:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders' Relationship Committee; and

4. Committee of Independent Directors

The composition of each of the above
Committees, their respective roles and
responsibility is as detailed in the Report of
Corporate Governance.

21. REMUNERATION OF DIRECTORS,
KEY MANAGERIAL PERSONNEL AND
PARTICULARS OF EMPLOYEES

The remuneration paid to Directors is in
accordance with Nomination and Remuneration
Policy formulated in accordance with Section

178 of the Act, and Regulation 19 of SEBI Listing
Regulations.

The information required under section 197 of
the Act, read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014 (including any statutory modification(s)
or re-enactment(s) thereof for the time being in
force) in respect of Directors/employees of the
Company is set out in the “Annexure I” to this
report.

22. NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted
Nomination and Remuneration Policy in
accordance with the provisions of the Act,
read with Rules issued there under and SEBI
Regulations.

The said Policy of the Company, inter alia,
provides that the Nomination and Remuneration
Committee shall formulate the criteria for
appointment of Executive, Non-Executive
Director, and Independent Directors on the
Board of Directors of the Company and persons
in Senior Management of the Company, their
remuneration including determination of
qualifications, positive attributes, independence
of Directors and other matters as provided
under sub-section (3) of section 178 of the Act,
(including any statutory modification(s) or re¬
enactment (s) thereof for time being in force).

The salient feature of the Policy is set out
in the Corporate Governance Report which
forms part of this Annual Report. The Policy is
also available on the website of the Company
at http://www.spsl.com/downloads/polices/
NRC%20policy%20SPSL%20-%202023.pdf

23. BOARD EVALUATION

The Company has devised criteria for
performance evaluation of Independent
Directors, Board/Committees, and other
individual Directors which includes criteria
for performance evaluation of Non-Executive
Director and Executive Director. Performance
evaluation has been carried out as per the
Nomination & Remuneration Policy.

At the meeting of the Board all the relevant
factors that are material for evaluating the
performance of individual Directors, the Board/
Committees were discussed in detail. A
structured questionnaire each for evaluation
was prepared and recommended to the Board
by Nomination & Remuneration Committee
for doing the required evaluation after taking
into consideration the input received from

the Directors covering various aspects of the
Board's functioning such as adequacy of the
composition of the Board and its Committees,
execution and performance of specific duties,
obligations and governance etc.

The performance evaluation of the Independent
Directors was also carried by the entire Board.
The performance evaluation of the Managing
Director & Non-Executive Directors was carried
out by the Independent Directors at its separate
meeting held on March 5, 2024. The Directors
expressed their satisfaction with the evaluation
process.

24. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of clause (c) of
sub-section (3) of Section 134 of the Act, your
Directors confirm that:

a) in the preparation of the annual accounts
for the year ended March 31, 2024, the
applicable accounting standards read with
requirements set out under Schedule III
to the Act, have been followed along with
proper explanations relating to material
departures, wherever applicable.

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 Act, for safeguarding the
assets of the Company and for preventing
and detecting fraud and other irregularities;

d) the Directors have prepared the annual
accounts 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 are 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.

25. AUDIT COMMITTEE:

The Audit Committee is in alignment with
provisions of Section 177 of the Act, read with
Rules issued there under and Regulation 18 of
the SEBI Listing Regulations. The members of
the Audit Committee are financially literate and
have experience in financial management.

The Audit Committee comprises of Mrs. Aarti
M. Ramani, as Chairperson, Mr. Hemanti P
Sutaria and Mr. Nilesh Sarvaiya as Members and
Company Secretary to the Audit Committee.

All recommendations made by Audit Committee
were accepted by the Board of Directors of the
Company.

26. AUDITOR AND AUDITOR’S REPORT:
Statutory Auditor:

M/s. Manesh Mehta & Associates, Chartered
Accounts (Firm Registration No. 115832W) were
appointed as Statutory Auditors of the Company
at the 11th AGM till conclusion of 16th Annual
General Meeting.

M/s. Manesh Mehta & Associates have confirmed
their eligibility and qualification required
under Section 139, 141 and other applicable
provisions of the Act, and Rules issued there
under (including any statutory modification(s)
or re-enactment(s) thereof for the time being in
force).

The Auditor's report for the Financial Year ended
March 31, 2024, on Financial Statements of the
Company forms a part of this Annual Report.
The Auditor's Report for the Financial Year
ended March 31, 2024 does not contain any
qualification, reservation or adverse remark.

Secretarial Auditor:

Pursuant to the provisions of section 204 of the
Act, the Board has appointed Ms. Shreya Shah,
Practicing Company Secretary (Certificate of
Practice No. 15859), to undertake Secretarial
Audit of the Company. The Secretarial Audit
Report along with the Secretarial Compliance
Report for the Financial Year ended March 31,
2024 is set out as Annexure II to this Report.

Internal Auditor

Pursuant to section 138(1) of Companies Act,
2013 read with the Company (Accounts) Rules,
2014, Mr. Vinay Parekh, a qualified Chartered
Accountant is appointed as the Internal Auditor
of the Company under whole-time employment.

The Internal Auditor conducts the internal audit
of the functions and operations of the Company
and reports to the Audit Committee and Board
quarterly.

27. REPORTING OF FRAUDS BY AUDITORS

During the year under review, no instances of
fraud were reported by the Statutory Auditor
of the Company under section 143(12) of the
Companies Act, 2013.

28. Management Discussion & Analysis

Management Discussion and Analysis Report
for the year under review is appended below:

The objective of this report is to convey the
Management's perspective on the external
environment and steel industry, as well as
strategy, operating and financial performance,
material developments in human resources and
industrial relations, risks and opportunities and
internal control systems and their adequacy in
the Company during the financial year 2023¬
24. This report should be read in conjunction
with the Company's financial statements,
the schedules and notes thereto and other
information included elsewhere in the Integrated
Report. The Company's financial statements
have been prepared in accordance with Indian
Accounting Standards (‘Ind AS') complying with
the requirements of the Companies Act, 2013,
(‘Act') and regulations issued by the Securities
and Exchange Board of India (‘SEBI'), each as
amended from time to time.

A. BUSINESS

The Company is presently engaged in the
business of Steel and Real Estate and Other
Allied Services. Arrangements are in hand to
diversify its line of business for the future growth
and prosperity.

B. REVIEW OF OPERATIONS & FUTURE
PROSPECTS

During the last year the operations of the
Company were stable. The Board of your
Company is exploring alternatives for improving
its operations for long term growth.

C. OPPORTUNITIES AND THREATS, RISKS AND
CONCERNS

Your Company's objective is to effect
improvement in its operations. However, the
Company is exposed to threats and risks, as
faced by other organizations in general and
those engaged in similar business, like adverse
changes in the general economic and market
conditions, changes in Government policies and
regulations etc.

D. INTERNAL CONTROL SYSTEM

The Company has Internal control procedures
commensurate with the nature of its business
and size of its operations. The objectives of
these procedures are to ensure efficient use and
protection of Company's resources, accuracy
in financial reports and due compliance of
applicable statutes and Company's norms,
policies and procedures.

E. HUMAN RESOURCES,

There was no loss of work or any human
resource related problem during the year.

Internal Controls systems and their adequacy

The Company has proactive approach to
manage and mitigate the risks. The Company
commitment towards effective risk management
is for the sustainable growth and creating value for
stakeholders. The well drafted risk management
framework, consistently enhances our ability to
anticipate risks, take pre-emptive measures and
respond with agility and confidence in managing
them.

The Company believes that proactive risk
management is a vital element for good
corporate governance. Thus, helps in identifying
the risk, exposure, potential impact, mitigation
process, nonbusiness risk among others. These
risks are timely reviewed by the board and
mitigations strategies are suggested to reduce
the impact. All this will help the Company to
achieve favourable results.

The Company has all the main processes laid
out to assure timely feedback on completion
of operational and strategic goals, compliance
with policies, procedures, laws and regulations,
safeguarding of asset and efficient use of
resource.

The Company's Internal Auditor reviews the
effectiveness of internal control on a regular
basis to avoid fraud or any other issue arising
in the daily operational activities. The Company
has formally created a Risk Management Policy
in tune with the new regulatory requirements.
The policies help in identifying and assessing
the key risk areas. Based on the detailed review
the following key risk have been identified:

• Personnel Risk

• Regulatory risks

• Borrowing Risk

• IT and System Risk

• Liquidity risk

• Input Costs Risk

• Sales Market Risk

• Project Implementation Risk

• Legal Risk

Financial and Operations Review

The financials has affecting changes in the
following ratio:

29. EXTRACT OF ANNUAL RETURN

Pursuant to amendments in Sections 92,
134(3) of the Act and Rule 12 of the Companies
(Management and Administration) Rules, 2014,
requirement of the extract of Annual Return in
Form MGT-9 is dispensed with.

Copy of the annual return will be made
available on the website of the Company -
http://www.spsl.com

30. CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to constitute a
Corporate Social Responsibility Committees as
it does not fall within purview of Section 135(1) of
the Act and hence it is not required to formulate
policy on Corporate Social Responsibility.

31. MATERIAL CHANGES AND COMMITMENTS
AFFECTING FINANCIAL POSITION UNDER
SECTION 134(3)(1) OF THE COMPANIES
ACT, 2013

No material changes and commitments affecting
the financial position of the Company occurred
between the end of the Financial Year to which
this Financial Statements relates and the date of
this Report.

32. HUMAN RELATIONS AND INDUSTRIAL
RELATIONS

Your Company firmly believes that employees
are most valuable assets and Key players
of business success and sustained growth.
The Company continued to conduct various
employee benefit, recreational and team
building programs to enhance employee skills,
motivation as also to foster team spirit.

33. INTERNAL FINANCIAL CONTROL SYSTEMS
AND THEIR ADEQUACY

Internal Financial Controls are an integrated part
of the risk management process, addressing
financial and reporting risks. The internal financial
controls have been documented, digitized and
embedded in the business processes.

Assurance on the effectiveness of the
internal financial controls is obtained through
management reviews, control self-assessment,
continuous monitoring by functional expert as
well as testing of the internal financial control
system by the internal auditors during the course
of their audit. We believe that these systems
provide reasonable assurance that our internal
financial controls are designed effectively and
are operating as intended.

34. WHISTLE BLOWER POLICY/ VIGIL
MECHANISM

Your Company's Whistleblower Policy
encourages Directors and employees to bring to
the Company's attention, instances of unethical
behaviour, actual or suspected incidents of
fraud or violation of the SPSL Code of Conduct
that could adversely impact your Company's
operations, business performance and/or
reputation. The Policy provides that the Company
investigates such incidents, when reported, in an
impartial manner and takes appropriate action to
ensure that requisite standards of professional
and ethical conduct are always upheld. It is your
Company's Policy to ensure that no employee
is victimized or harassed for bringing such
incidents to the attention of the Company. The
practice of the Whistleblower Policy is overseen
by the Audit Committee and no employee has
been denied access to the Committee. Whistle
Blower Policy is also available on the website of
the Company at the web link: http://www.spsl.
com/downloads/polices/Whistle%20Blower%20
Policy.pdf

35. CONSERVATION OF ENERGY &
TECHNOLOGY ABSORPTION

The information on conservation of energy,
technology and foreign exchange earnings and
outgo as stipulated in Section 134(3) (m) of the
Companies Act, 2013 and rules framed there
under is enclosed in Annexure III.

36. RISK MANAGEMENT

Your Company has an elaborate risk management
procedure and adopted a systematic approach
to mitigate risk associated with accomplishment
of objectives, operations, revenues and
regulations. Your Company believes that this
would ensure mitigating steps proactively and
help to achieve stated objectives.

37. DETAILS OF APPLICATION MADE OR
ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE,
2016 (31 OF 2016) DURING THE YEAR ALONG
WITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR

During the year under review, neither there is
any application made nor any proceedings are
pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016)

38. DETAILS OF DIFFERENCE BETWEEN
AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND
THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS
THEREOF

During the year under review, no such exercise
has happened.

39. GENERAL DISCLOSURE

Your Directors state that no disclosure or
reporting is required in respect of the following
items as there were no transactions on these
items during the year under review or the same
is not applicable to the company:

1. Issue of equity shares with differential rights
as to dividend, voting or otherwise.

2. Issue of shares (sweat equity shares) to
employees of the Company under ESOS.

3. Employee stock option scheme or provision
of money for the purchase of its own shares
by employees/ Directors or by trustees for
the benefit of employees/Directors;

4. Buy Back of shares of the Company.

5. Issue of Bonus Shares by the Company.

6. Preferential allotment or qualified
institutional placement during the Financial
Year 2023-24.

7. Maintenance of Cost Records as per Rule 8
(5) (ix) of The Companies (Accounts) Rules,
2014 and Section 148(1) of Companies Act,
2013.

8. The details of deposits which are not
in compliance with the requirements of
Chapter V of Companies Act, 2013;

9. The names of companies which have
become or ceased to be its Subsidiaries,
joint ventures or associate companies
during the year;

10. Sexual Harassment of Woman at Workplace
(Prevention, Prohibition and Redressal) Act,
2013 and during the year under review:
There were no cases filed.

40. GREEN INITIATIVE

Your Company has adopted green initiative to
minimize the impact on the environment. The
Company has been circulating the copy of the
Annual Report in electronic format to all those
members whose email addresses are available
with the Company. Your Company appeals
other Members also to register themselves for
receiving Report in electronic form.

41. ACKNOWLEDGEMENT:

The Board of Directors wishes to express its
gratitude and record its sincere appreciation
for the commitment and dedicated efforts put
in by all the employees. Your Directors take this

opportunity to express their grateful appreciation
for the encouragement, cooperation and support
received by the Company from the Central and
State Government, local authorities, bankers,
customers, suppliers and business associates.
The directors are thankful to the shareholders
for their continued support and the confidence
reposed in the Company and its Management.

For and on behalf of the Board of Directors
For SHREE PRECOATED STEELS LIMITED

Sd/-

Aarti M Ramani

Place: Mumbai Chairperson

Date: August 8, 2024 DIN: 06941013

1

Due to negative net-worth the Return on Net-worth
cannot be calculated.

Cautionary Statement

Statement in this Management Discussion
and Analysis describing the Company's
objectives, projections, estimates, expectations
or predictions may be “forward-looking
statements” within the meaning of applicable
laws and regulations. Actual results could
differ materially from those expressed or
implied. Important factors that could make a
difference to the Company's operations include
raw material availability and prices, cyclical
demand and pricing in the Company's principal
markets, changes in Government regulations,
tax regimes, economic developments within
India and the countries in which the Company
conducts business and other incidental factors.