We are pleased to present the 35th Board's Report of S R Industries Limited (the Company) for
the financial year 2024-25. This report marks a significant milestone in the Company's journey,
reflecting our commitment to transparency, governance, and strategic growth.

As already informed in the previous Board Report, S R Industries Limited emerged out from the
Corporate Insolvency Resolution Process (CIRP) in the month of July 2024 with Bazel
International Limited (BIL) along with its associate Promoters being the Successful Resolution
applicant (SRA), following the approval of the Resolution Plan by the Hon'ble National Company
Law Tribunal (NCLT), Chandigarh Bench. This approval paved the way for a comprehensive
restructuring and revitalization of the Company.

Subsequently, in November 2024, the Company appointed a new team of Board of Directors,
bringing together a team of experienced professionals dedicated to steering the Company towards
sustained growth and value creation. The Board has since undertaken a thorough review of the
Company's operations, financial health, and strategic direction, ensuring alignment with our long¬
term objectives.

This report outlines the Company's performance, key initiatives undertaken during the year, and
our strategic plans moving forward. We remain committed to enhancing shareholder value and
contributing positively to the economic landscape.

We extend our gratitude to all stakeholders, including employees, shareholders, creditors, and
regulatory authorities, for their continued support and trust in S R Industries Limited.

FINANCIAL PERFORMANCE

The standalone financial statements for the financial year ended 31^st March, 2025, forming part of
this Annual Report, have been prepared in accordance with Companies Act, 2013 (“the Act”) and
the relevant rules issued thereunder, the Securities and Exchange Board of India (Listing
Obligations and Disclosures Requirements), Regulations, 2015 (“SEBI Listing Regulations”)
and applicable Indian Accounting Standards:

As on date, the Company has rehabilitated from CIRP and new management has taken the charge
over the Company. BIL along with its associates has paid full amount as proposed in the plan.
NCLT has passed order dated 1st July, 2024.

Pursuant to abovementioned NCLT order New Directors have been appointed on the Board and
structuring of new shareholders is under process for which coordination with RP, RTA, CDSL
and NSDL is undergoing.

• Pursuant to the implementation of the approved Resolution Plan under the Corporate
Insolvency Resolution Process (CIRP), the capital structure of the Company has been
revised. As part of the Resolution Plan, Bazel International Limited has become the Holding
Company of S R Industries Ltd.

In accordance with the approved plan, the Company was required to allot 1,96,73,500 equity
shares to the Promoter & Promoter Group and to the public. Out of this total allotment:

• 95%, i.e., 1,86,89,825 equity shares, were allotted to the Promoter & Promoter Group.

• 5%, i.e., 9,83,675 equity shares, were allotted to the public shareholders.

The detailed shareholding structure is as follows:

COMPANY OVERVIEW

The Company was a prominent player in India's footwear manufacturing sector and has a three-
decade long existence to boast of in the footwear Industry. The Company successfully emerged
from the Corporate Insolvency Resolution Process (CIRP) in July 2024. The Hon'ble National
Company Law Tribunal (NCLT), Chandigarh Bench, approved the resolution plan, paving the
way for the company's rehabilitation and restructuring.

Following the CIRP, SRIL underwent significant restructuring, including the reorganization of its
share capital and shareholding. Bazel International Limited (BIL) emerged as the new holding
company, assuming control over SRIL's operations. This transition has been instrumental in
revitalizing the company's management structure and operational strategies.

With the new professional management at the helm of affairs, SRIL is focused on capturing its
market share and consumer trust. Although business activities were paused during the CIRP

period, the company is now planning to launch new footwear brands targeting the Indian youth
demographic. These initiatives aim to capture the growing demand for fashionable and affordable
footwear among young consumers.

The Indian footwear industry is experiencing robust growth, driven by factors such as rising
disposable incomes, increased fashion consciousness, and a shift towards branded products. SRIL
is strategically positioning itself to leverage these trends by introducing innovative products that
resonate with the preferences of the youth segment.

In this regard, the Company has forayed into the footwear segment with the launch of its new
brand, "Pacalop". Positioned as a bold and playful flip-flop brand, Pacalop is crafted to appeal to
modern youth—especially millennials and Gen Z—who value individuality, functionality, and
style.

Pacalop aims to disrupt the traditional footwear landscape by offering a unique blend of vibrant
aesthetics, everyday comfort, and long-lasting durability. The brand embodies a forward-thinking,
approachable identity centered around authenticity and self-expression.

With a digital-first marketing strategy, Pacalop will utilize quirky, engaging campaigns and
community-driven interactions to build a strong connection with its audience. This approach is
aligned with the broader market shift towards personalized, experience-focused, and purpose-led
brands.

Management believes that Pacalop holds strong potential to gain market share by addressing the
evolving tastes and preferences of today’s youth. The brand is expected to strengthen the
Company’s presence in the fashion-forward footwear segment and drive sustainable growth in the
youth lifestyle market.

RESULT OF OPERATIONS AND STATE OF THE COMPANY’S AFFAIRS

During the year under review, the Company did not undertake any substantial business
operations, as it was undergoing a transitional phase following the successful completion of the
CIRP.

Post-resolution, the management has been focused on the strategic revival and restructuring of the
Company’s operations. As part of its turnaround strategy, the Company has forayed into the
digital commerce and online marketing space, aiming to tap into new-age consumer behaviour
and evolving market trends.

To initiate business operations and re-establish its market presence, the Company has launched a
new brand, signalling its commitment to innovation, adaptability, and sustainable growth. This
initiative reflects a renewed vision to align the Company's future with consumer-centric,
technology-driven, and scalable business models.

The management remains optimistic about the Company’s prospects and is committed to
implementing progressive strategies to restore stakeholder value and achieve long-term
operational stability.

ENTRY AGAIN INTO FOOTWEAR MARKET AND LAUNCH OF NEW BRAND

“Pacalop” During the year under review, as part of the Company’s strategic revival plan post its
successful exit from the Corporate Insolvency Resolution Process (CIRP) (which was in effect
from December 2021 to July 2024), the Company has ventured into the footwear market with the
launch of its new brand, “Pacalop.”

Pacalop is positioned as a bold, youthful, and playful flip-flop brand specifically designed to
appeal to the modern youth, particularly millennials and Gen Z consumers, who value
individuality, practicality, and fashion-forward styles. The brand aims to disrupt the conventional
footwear market by offering products that seamlessly combine vibrant aesthetics with comfort
and durability.

The identity of Pacalop is centered on a forward-thinking, approachable, and authentic persona,
with a strong focus on self-expression and creativity. The Company has adopted a digital-first
marketing approach for Pacalop, supported by quirky, engaging campaigns and community-
driven initiatives, to establish a loyal customer base and foster brand affinity.

The launch of Pacalop is well aligned with the emerging consumer trend towards personalized,
experience-oriented, and purpose-driven brands. The management strongly believes that Pacalop
holds significant growth potential and is well-positioned to capture market share by catering to
the evolving preferences of today’s youth. The brand is expected to strengthen the Company’s
presence in the fashion-forward footwear segment and contribute meaningfully to its long-term
growth and profitability.

The Board remains optimistic about the future performance of Pacalop and is committed to
supporting the brand’s growth through strategic investments in product development, marketing,
and digital engagement.

RESERVES

During the financial year 2024-25, as the Company did not earn any profit, no amount was
transferred to the reserves.

CASH AND CASH EQUIVALENTS

As on 31st March, 2025, the Company is having cash and cash equivalents balance of Rs.16.53/-
lakhs.

NET WORTH OF THE COMPANY

As on 31st March, 2025, the Company is not engaged in any business activity and the Net worth
of the Company of Rs. 1207.24/-.

DIVIDEND

As the Company is yet to resume its operations and requires a considerable amount of
expenditure to be incurred for the same, the management after considering holistically the
relevant circumstances and keeping in view the Company’s financial position has decided not to
recommend any dividend for financial year 2024-25.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

The following material changes and commitments affecting financial position between the end of
the financial year and date of this report:

• Hon’ble NCLT Chandigarh has passed the order dated 1st July, 2024; resolution plan was
approved pursuant to that new Board is duly appointed.

• The Board of Directors, at its meeting held on 4th February, 2025, approved the allotment of
1,96,73,500 (One Crore Ninety-Six Lakh Seventy-Three Thousand Five Hundred) equity
shares to the new promoter and members of the public pursuant to the order dated
01.07.2024 of Hon’ble National Company Law Tribunal, Chandigarh Bench (NCLT).

• Rs. 11,70,00,000/- fresh funds were infused by Bazel International Ltd. (Resolution
Applicant).

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of your Company during the year under review.
CHANGE OF NAME OF THE COMPANY

During the year under review, the Company successfully emerged from the Corporate Insolvency
Resolution Process (CIRP) under the provisions of the Insolvency and Bankruptcy Code, 2016,
pursuant to the approval of the Resolution Plan by the Hon’ble National Company Law Tribunal,
Chandigarh Bench. Following the implementation of the Resolution Plan, the Company has
undergone significant changes in its management, shareholding structure, and business strategy.

In line with the new management’s vision and the Company’s strategic repositioning, the Board
of Directors has proposed to change the name of the Company from “S R Industries Limited” to
“Arur Footwear Limited” to reflect the transformation and signify a fresh identity post-CIRP. The
proposed new name aligns with the Company’s future direction and growth strategy, clearly
distinguishing it from its previous challenges and operations. The Board of Directors has
approved the alteration of the Name Clause in the Memorandum of Association (MOA) to give
effect to the change of name. It is pertinent to note that the object clause of the Company shall
remain unchanged, and the core business activities will continue as per the existing objectives.
All other clauses of the MOA shall also remain unaltered. The proposed change of name will not
affect the Company’s existing rights, obligations, or ongoing legal proceedings initiated under its
previous name. All contracts, agreements, and commitments entered into by the Company under
its existing name will continue to be valid and enforceable. The proposed name is the subject to
the approval from BSE and the shareholders for this proposed change, which is a key step
towards establishing the Company’s new identity and long-term vision.

CHANGES IN CAPITAL STRUCTURE

During the period under review, there was no change in the capital structure of the Company.

Pursuant to the Approved Resolution Plan, the Issued, Subscribed, and Paid-up Share Capital
of the Company, as on March 31, 2025, stood at Rs. 19,67,35,000/-, divided into 1,96,73,500
equity shares of Rs. 10/- (Rupees Ten Only) each, fully paid-up.

In accordance with the Resolution Plan approved under the Corporate Insolvency Resolution
Process (CIRP), the Company allotted 1,96,73,500 equity shares to the Promoter & Promoter
Group and the public. The allotment structure is as follows:

• 95%, i.e., 1,86,89,825 equity shares, were allotted to the Promoter & Promoter Group.

• 5%, i.e., 9,83,675 equity shares, were allotted to the public shareholders.

This allotment marks the post-CIRP restructuring of the Company’s equity base in accordance
with t

he terms of the approved Resolution Plan.

AUTHORISED CAPITAL OF THE COMPANY
Equity Share

As on 31st March, 2025, Authorised Equity share capital Rs. 21,50,00,000/- divided into

2.15.00. 000 Equity Shares of Rs. 10/- (Rupees Ten Only) each.

Preference Share

As on 31st March, 2025, Authorised 8% Non-Cumulative Redeemable Preference Shares of Rs.

15.00. 00.000/- divided into 1,50,00,000 8% Non-Cumulative Redeemable Preference Shares of
Rs. 10/- (Rupees Ten Only) each.

Paid-up Equity Share Capital

As on 31st March, 2025, Issued, Subscribed and Paid-up Capital of the Company is Rs.
19,67,35,000/- divided into 1,96,73,500 Equity Shares of Rs. 10/- (Rupees Ten Only) each.

During the statutory audit for the financial year 2024-2025, the Statutory Auditors provided
clarification regarding the classification and disclosure of 3,504 (Three Thousand Five Hundred
Four) partly paid-up equity shares. In accordance with the terms of the Approved Resolution
Plan, these shares are to be treated as fully paid-up equity shares. The Company has taken note of
this clarification and will ensure appropriate classification and disclosure in the financial
statements, in compliance with the applicable accounting standards and regulatory requirements.

HOLDING, SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company does not have any subsidiaries or associate company as on 31st March, 2025, so
there is no requirement of statement in Form: AOC-1, under section 129(3) of the Act read with
Rule 5 of the Companies (Accounts) Rules, 2014.

The Company underwent a Corporate Insolvency Resolution Process (CIRP) pursuant to the
order of the Hon'ble National Company Law Tribunal (NCLT), Chandigarh Bench, dated
December 21, 2021. Upon successful completion of the CIRP, Bazel International Limited, along
with its associate promoters, emerged as the Successful Resolution Applicant (SRA).

Following the approval of the Resolution Plan, S R Industries Limited became a subsidiary of
Bazel International Limited. Accordingly, the management and control of the Company have
been transferred to Bazel International Limited, which will now oversee its operations and
strategic direction. This acquisition is expected to create new opportunities and drive future
growth for the Company. As part of the Resolution Plan, the Company has allotted 98,56,424
equity shares, representing 50.10% of its total paid-up share capital, to Bazel International
Limited. Consequently, Bazel International Limited is now recognized as the holding company of
S R Industries Limited.

RELATED PARTY TRANSACTIONS

During the period under review, the Company successfully emerged from the Corporate
Insolvency Resolution Process (CIRP) and has since been undergoing a phase of operational and
financial rehabilitation. In accordance with the approved Resolution Plan, Bazel International
Limited (BIL), the Successful Resolution Applicant and now the holding company, has
committed to supporting the Company’s revival and growth initiatives. As part of this
commitment, BIL is providing financial assistance in the form of working capital loans and other
necessary support.

Consequently, certain Related Party Transactions (RPTs) have arisen between the Company and
BIL. These transactions are essential for ensuring the smooth functioning of the Company’s
operations and maintaining adequate liquidity for business continuity. All such transactions have
been reviewed and duly approved by the Audit Committee and the Board of Directors, after
confirming that they are in the ordinary course of business and carried out on an arm’s-length
basis.

Pursuant to the requirements of Form AOC-2, which mandates disclosure of material contracts or
arrangements with related parties, the details of such material related party transactions for the
Financial Year ended 31st March, 2025, are provided in Annexure 'A' to this Report. These
disclosures are made in the interest of transparency and good corporate governance.

INTERNAL FINANCIAL CONTROLS

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct
of its business, including adherence to the Company’s policies, safeguarding of its assets, the
prevention of and detection of fraud and errors, the accuracy & completeness of the accounting
records and the timely preparation of reliable financial disclosures.

DIRECTOR AND KEY MANAGEMENT PERSONNEL (“KMP”)

As on the 31st March, 2025, the Composition of the Board of Directors is in accordance with the
provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations with an
optimum combination of Executive Director, Non-Executive Non-Independent Directors,
Independent Directors and Women Director. The Company Board has Five members, one is
Managing Director, one is executive director and three are independent Director.

In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills,
expertise, and competencies of the Directors in the context of your Company’s business for
effective functioning. The key skills, expertise and core competencies of the members of Board
are detailed in the Board of Directors section of Annual Report.

APPOINTMENT OR REAPPOINTMENT OF DIRECTORS AND KMPS
DIRECTOR RETIRE BY ROTATION OR REAPPOINTMENT

Pursuant to the Section 152(6) of the Act read with the Articles of Association of the Company,
Mr. Manish Kumar Gupta, Director (DIN: 05331936) of the Company will retire by rotation at
the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The
Board has recommended his reappointment to shareholders.

During the year under review, as the Company rehabilitate from CIRP and in this regard new
management was appointment on the Board in the Board meeting held on 22.11.2024 except
appointment of Mr. Pankaj Dawar (DIN: 06479649) and Mr. Manish Kumar Gupta (DIN: as
Additional Director by Resolution Professional in 18 September, 2024, required details are here;

• Mr. Pankaj Dawar (DIN: 06479649) and Mr. Manish Kumar Gupta (DIN: 05331936)
appointed w.e.f 18 September, 2024 and

• Ms. Deepti Datta (DIN: 10842930); Mr. Deepak Logani (DIN: 10842487); and Mr.
Sanjeev Kumar Sapra (DIN: 10842495) as Director w.e.f. 22 November, 2024.

APPOINTMENT OF KMPs

During the year under review, as the Company rehabilitate from CIRP and in this regard KMPs
after CIRP in the Board in the meeting held on 22.11.2024, required details are here:

Mr. Manish Kumar Gupta (CFO), Mr. Shivam Sharma (Company Secretary & Compliance
Officer) and Mr. Pankaj Dawar (Managing Director) appointed w.e.f 22 November, 2024.

RESIGNATION OF DIRECTORS AND KMPs

As the company was in CIRP since 2021 and during the CIRP all the power suspended by the
Hon’ble NCLT, Chandigarh Bench and vested with Resolution professional appointed by the
Hon’ble NCLT, in this regard as per approved resolution plan approved on 01 July, 2024 the
previous Board of directors has resigned from the Board w.e.f. 06 December, 2024, required
details are here:-

• Mr. Udit Mayor (DIN: 02425273) Director,

• Mr. Munish Mahajan (DIN: 00818243), Managing Director,

• Mrs. Sanjeeta Mahajan (DIN: 00818293) Director,

• Mr. Amit Mahajan (DIN: 00038593) Whole Time Director & CFO,

• Mr. Gaurav Jain (DIN: 08906400) Director and

• Mrs. Anu Kumari (DIN: 08870494) Director.

INDEPENDENT DIRECTORS

In addition, the Company having the following Independent Directors as on March, 2025: -

1. Ms. Deepti Datta (DIN: 10842930);

2. Mr. Deepak Logani (DIN: 10842487) and

3. Mr. Sanjeev Kumar Sapra (DIN: 10842495).

The Company has received declarations from all Independent Directors confirming that they meet
the independence criteria as stipulated under Section 149(6) of the Act and the SEBI Listing
Regulations. They have duly registered with the Independent Director’s Database maintained by
the Indian Institute of Corporate Affairs (IICA). In the Board’s opinion, these Independent
Directors satisfy the prescribed conditions and are independent of the Management.

KEY MANAGERIAL PERSONNEL

As at the date of this report, the Key Managerial Personnel of the Company include:

Mr. Pankaj Dawar, Managing Director; Mr. Manish Kumar Gupta, Director and Chief Financial
Officer; and Mr. Shivam Sharma, Company Secretary and Compliance Officer.

FAMILIARISATION PROGRAMME

In terms of Regulation 25(7) of the Listing Regulations, the Company familiarizes its Directors
about their role and responsibilities at the time of their appointment through a formal letter of
appointment. Sessions are conducted in the meetings of the Board and its various Committees on
the relevant subjects such as strategy, Company’s performance, financial performance, internal
financial controls, risk management, plant’s performance, retail, products, finance, human
resource, capital expenditure, CSR, statutory and regulatory Compliances etc. All efforts are
made to keep the Independent Directors aware of major developments being taken place in the
industry, the Company’s business model and relevant changes in the law governing the
Company’s business and the related link of the familization programme is
https://www.srfootwears.co.in/dur46.

DETAILS OF BOARD MEETINGS

During the Financial Year 2024-25, the Board of Directors met five times. The details of these
meetings are provided in the Report on Corporate Governance, which forms part of this Annual
Report.

The time gap between any two consecutive Board meetings was in compliance with the
provisions of the Companies Act, 2013, Regulation 17 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, and Secretarial Standard-1 (SS-1) issued by the
Institute of Company Secretaries of India (ICSI).

As the Company was under the Corporate Insolvency Resolution Process (CIRP), the new
management was appointed in November 2024 pursuant to the approval of the Resolution Plan.

Accordingly, the Board of Directors convened meetings post their appointment and ensured
compliance with all applicable statutory requirements.

COMMITTEES OF THE BOARD

During FY24-25, the Board had 3 (three) Committees, namely:

i) Audit Committee;

ii) Nomination and Remuneration Committee;

iii) Stakeholders’ Relationship Committee;

All the recommendations made by the Committees of the Board including the Audit Committee
were accepted by the Board. A detailed update on the Board, its composition, detailed charter
including terms & reference of various Board Committees, number of Board & Committee
meetings held during FY24-25 and attendance of the Directors at each meeting is provided in the
report on Corporate Governance, which forms part of the Annual Report.

With regard to Integrity, Expertise and Experience (including the Proficiency) of the Independent
Directors appointed/re-appointed during the FY24-25, the Board of Directors has taken on record
the declarations and confirmations submitted by the Independent Directors and is of the opinion
that all the Independent Directors are individuals of integrity and possess relevant expertise &
experience and their continued association as Directors will be of immense benefit in the best
interest of the Company.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

Pursuant to Section 178(3) of the Act, your Company has framed a policy on Directors’
appointment and remuneration and other matters (“Remuneration Policy”) which is available on
the website of your Company. The Remuneration Policy for selection of Directors and
determining Directors’ independence sets out the guiding principles for the NRC for identifying
the persons who are qualified to become the Directors.

Your Company’s Remuneration Policy is directed towards rewarding performance based on
review of achievements. The Remuneration Policy is in consonance with existing industry
practice.

BOARD DIVERSITY

Your Company recognises and embraces the importance of a diverse Board in its success. The
Board has adopted the Board Diversity Policy which sets out the approach to the diversity of the
Board. The said Policy is available on your Company’s website
https://www.srfootwears.co.in/files/policies/policv 18.pdf.

SUCCESSION PLAN

Your Company has an effective mechanism for succession planning which focuses on
orderly succession of Directors, Key Management Personnel and Senior Management. The
NRC implements this mechanism in concurrence with the Board.

BOARD EVALUATION

The Board of directors have carried out an evaluation of its own performance and of its
committees as well as its individual directors, on the basis of criteria such as composition of
the board / committee structure, effectiveness, its process, information flow, functioning etc.

PERFORMANCE EVALUATION OF THE BOARD

The Company follows a structured assessment process for the evaluation of the performance
of the Board, the Committees of the Board, and the individual performance of each Director.
The performance evaluation of the Board is carried out by considering various parameters
such as the composition of the Board, the process of appointment to it, the common
understanding amongst Directors of their roles and responsibilities, the timeliness and
content of Board papers, the strategic directions provided, and the quality of advice and
decision-making, etc.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The company has formulated and published a Whistle Blower Policy to provide Vigil
Mechanism for directors and employees of the company to enable them to report their
genuine concerns, if any. The provisions of this policy are in line with the provisions of the
Section 177 (9) of the Act and the SEBI Listing Regulations and the said policy is available
on the company’s website https: //www .srfootwears.co.in/

CORPORATE SOCIAL RESPONSIBILITY

The disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy)
Rules, 2014 is not applicable as the Company is not covered under the criteria mentioned in
Section 135(1) of the Companies Act, 2013.

RISK MANAGEMENT

Risk Management is an integral part of the Company’s business strategy. The Board reviews
compliance with risk policies, monitors risk tolerance limits, reviews and analyses risk
exposure related to specific issues and provides oversight of risk across the organization. The
Board nurtures a healthy and independent risk management function to inculcate a strong
risk management culture in the Company.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Company does not fall under the purview of the disclosure of Business Responsibility
and Sustainability Report under the Regulation 34 (2)(f) of SEBI Listing Regulations.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT U/S 186

Details of loans, guarantees and investments covered under Section 186 of the Act including
purpose thereof form part of the notes to the financial statements provided in this Annual
Report.

ANNUAL RETURN

Annual Return in Form MGT-7 is available on the company’s web site and the link for the
same is https://www.srfootwears.co.in/files/annual-returns/SRIND ARET FY2024-25.pdf

SUSPENSION OF TRADING OF SECURITIES

The securities of the Company are currently suspended from trading. As previously
intimated, the Company was undergoing the Corporate Insolvency Resolution Process
(CIRP). In accordance with the Resolution Plan approved by the Hon’ble NCLT under CIRP,
the Company has allotted 1,96,73,500 equity shares to the Promoter & Promoter Group and
the public shareholders. The allotment structure is as follows:

• 95%, i.e., 1,86,89,825 equity shares, were allotted to the Promoter & Promoter Group.

• 5%, i.e., 9,83,675 equity shares, were allotted to the public shareholders.

This allotment represents the post-CIRP capital restructuring of the Company’s equity
shareholding in line with the approved Resolution Plan. The suspension of trading is due to a
corporate action, and the Company has submitted an application to BSE for the listing and
trading approval of the newly allotted 1,96,73,500 equity shares.

The said application is currently under consideration by BSE, and approval is awaited.

SHARE TRANSFER SYSTEM

The Company’s shares are compulsorily traded in dematerialised form on the stock
exchange. The share transfer system of S R Industries Limited is managed by the Registrar
and Share Transfer Agent (RTA) of the Company, MUFG Intime India Private Limited. All
valid requests for transfer/transmission, rematerialisation, dematerialisation, and other related
activities are processed by the RTA in coordination with the Company. The RTA ensures
that the share transfers are effected within the stipulated time frame as prescribed under
applicable SEBI regulations and the Listing Agreement. In accordance with Regulation 40 of
the SEBI Listing Regulation, requests for physical transfer of securities have been
discontinued effective April 1, 2019, and shareholders are advised to dematerialise their
holdings for any transfer.

However, transmission and transposition of securities in physical form are processed as per
the applicable laws. The Stakeholders’ Relationship Committee reviews and monitors the
share transfer system periodically to ensure that the investor services standards are
maintained at the highest level. As on March 31, 2025, All requests received for transmission
or transposition have been processed and no request is pending beyond the prescribed
timeline.

HUMAN RESOURCES

The Company recognizes people as its most valuable asset and it has built an open,
transparent and meritocratic culture to nature this asset. The company has kept a sharp focus
on Employee Engagement. The Company’s Human Resources is commensurate with the
size, nature and operation of the Company.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL), ACT 2013

Your Company has in place a Prevention of Sexual Harassment Policy in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013. Internal Complaints Committee has been set up as required under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,
2013, inter-alia, to redress complaints received regarding sexual harassment. All employees
(permanent, Contractual, temporary, trainees) are covered under this policy. The Company
has not received any sexual harassment complaints during the year 2024-25 and hence no
complaint is outstanding as on March 31, 2025.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Board wishes to inform that the Company is in compliance with the provisions of the
Maternity Benefit Act, 1961, to the extent applicable. It is further noted that during the
financial year under review, the number of employees engaged by the Company was less
than ten. Accordingly, certain provisions of the Maternity Benefit Act, 1961, were not

mandatorily applicable. Nevertheless, the Company remains committed to upholding
employee welfare and providing a safe and inclusive work environment for all. The
Company shall continue to adhere to all applicable statutory requirements as and when they
become applicable.

EMPLOYEE DIVERSITY AND GENDER REPRESENTATION

The Company acknowledges the importance of promoting diversity and equal opportunity in
the workplace. As on March 31, 2025, the total number of employees on the rolls of the
Company was seven (7), all of whom were male. There was no female or transgender
employees employed during the year under review. The Board recognizes the value of a
balanced and diverse workforce and remains committed to fostering an inclusive work
environment. The Company shall continue to explore opportunities to encourage and
improve gender diversity across all levels of the organization, with a view to promoting
equitable representation of both male and female employees in the future.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO

Information as required to be given under section 134(3) (m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in Annexure ‘B’
forming part of this Board Report.

CREDIT RATING

During the year under review, no credit rating was conducted for the Company.

CYBER SECURITY

In view of the increasing number of cyberattack scenarios, the Company periodically reviews
its cyber security maturity and continuously enhances its processes and technology controls
in line with emerging threats. The Company’s technology environment is equipped with real -
time security monitoring and has appropriate controls implemented across various layers,
including end-user devices, networks, applications, and data.

During the year under review, the Company did not experience any cyber security incidents,
breaches, or data loss.

PARTICULARS OF EMPLOYEES

In Compliance with disclosures required under section 197 of the Companies Act, 2013 and
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 (“Rules”) relating to the remuneration and other details is annexed herewith as
Annexure- ‘C’.

COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING
ACTIVITIES

Your Company does not have material exposure of any commodity or foreign exchange and
accordingly, no hedging activities for the same are carried out. Therefore, there is no
disclosure to offer in terms of SEBI circular no. SEBI/HO/CFD/CMD1/CIR/P/2018/0000000
141 dated 15th November, 2018.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013, read with the
Companies (Audit and Auditors) Rules, 2014, and the Insolvency and Bankruptcy Code,
2016, the Company was under Corporate Insolvency Resolution Process (CIRP) during the
year. In this regard, based on the recommendation of the Board of Directors, the members of
the Company, at the Annual General Meeting held on December 30, 2024, appointed M/s
Krishan Rakesh & Co., Chartered Accountants (Firm Registration No.: 009088N, Peer
Review Certificate No.: 016602), as the Statutory Auditors of the Company for a term of five
consecutive years, commencing from the financial year 2024-2025 till the conclusion of the
Annual General Meeting to be held in the year 2029.

COST AUDITOR

During the year 2024-25, there is no requirement to appoint Cost Auditor.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 reads with relevant
rules of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Company had appointed M/s. Meenu G. & Associates, Practicing Company
Secretary, as the Secretarial Auditor for the financial year 2024-25, with the approval of the
Board of Directors. The Secretarial Audit Report, as issued by the Secretarial Auditors, is
annexed herewith as Annexure ‘D’ to this Report. The said report does not contain any
qualifications, reservations, or adverse remarks

Pursuant to the provisions of Section 204 of the Companies Act, 2013 reads with relevant
rules of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 and section 204 of the Act Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company proposes to appoint a Secretarial
Auditor for a term of five consecutive years, commencing from the financial year 2025 -26
and ending with the financial year 2029-30. As the appointment requires the approval of the
shareholders, On the recommendation of Audit Committee the Board appoint M/s. Meenu G.
& Associates, Practicing Company Secretary, as the Secretarial Auditor for the aforesaid
term, for the approval of the members at the ensuing Annual General Meeting, M/s Meenu
G. & Associates, holding a valid peer review certificate, are eligible to conduct the
secretarial audit of the Company.

EXPLANATION TO SECRETARIAL AUDITORS’ COMMENT

In their report, the Secretarial Auditors have commented about certain delays in the statutory
compliances. The Company submits that the said delays were inadvertent and not material in
nature. The processes have been strengthening to ensure timely compliances in future.

INTERNAL AUDITOR

As the Company was undergoing the Corporate Insolvency Resolution Process (CIRP), no
Internal Auditor was appointed during the CIRP period. However, following the completion
of the CIRP and in compliance with the provisions of Section 138 of the Companies Act,
2013, read with the Companies (Accounts) Rules, 2014, the Company has appointed Mr.
Vivek Singh as the Internal Auditor to conduct the internal audit of the Company for the
Financial Year 2024-25 and subsequent years.

Mr. Vivek Singh is duly qualified and eligible for appointment as an Internal Auditor. He
possesses the requisite professional qualifications and has relevant experience in the field of
internal audit, risk management, and internal controls. His appointment is expected to
strengthen the Company’s internal audit function and contribute to enhanced governance and
compliance practices.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and Secretarial Auditor of your
Company have not reported any instances of fraud committed in your Company by
Company’s officers or employees, to the Audit Committee, as required under Section
143(12) of the Act.

CORPORATE GOVERNANCE

A separate report on corporate governance, along with a certificate from the Practicing
Company Secretary regarding the compliance of conditions of corporate governance norms
as stipulated under SEBI Listing Regulations is annexed as Annexure ‘E’ and forms part of
the Annual Report. All Board members and Senior Management Personnel have affirmed in
writing their compliance with and adherence to the code of conduct adopted by the Company
for FY 2024-25.

DISCLOSURE UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

In terms of the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended, it is hereby confirmed that: No employee of
the Company, including those posted and working outside India, who is not a director or a
relative of any director, has received remuneration of Rs. 1,02,00,000/- or more per financial
year and/or Rs.8,50,000/- or more per month during the financial year 2024-2025 under
review.

No employee of the Company was in receipt of remuneration exceeding that of the Managing
Director or Whole-time Director and holding, either individually or together with their
spouse and dependent children, not less than 2% of the equity shares of the Company.

Accordingly, the disclosure of particulars of employees pursuant to the above rule is not
applicable to the Company for the financial year ended 31st March 2025.

OTHER DISCLOSURES

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS

As per the requirement of Rule 8(5)(vii) of The Companies (Accounts) Rules, 2014, we are
pleased to report that there were no significant and material orders passed by the Regulators,
Courts or Tribunals that would impact the going concern status of S R Industries Limited and
its operations in future. However, it is noteworthy that the Company is currently undergoing
the Corporate Insolvency Resolution Process (CIRP) vide order dated CP(IB) No.
198/Chd/Pb/2019 dated December 21, 2021 was initiated by the Adjudicating Authority
(AA/ Hon'ble NCLT, Chandigarh Bench). Pursuant to the process of Request for Resolution
Plan (RFRP), Bazel International Limited emerged as the Successful Resolution Applicant
(SRA), which was granted the approval of the AA vide its order dated 01.07.2024.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

During the year under review, no amount/shares is underlying for transferring to IEPF.
DEPOSIT

During the year, the Company has not accepted any deposits from the public falling within
the purview of Section 73 of the Act, read with the (Companies Acceptance of Deposits)
Rules, 2015 and as such, no amount on account of principal or interest related thereto was
outstanding as on date of the Balance Sheet i.e. March 31, 2025.

COMPLIANCE WITH SECRETARIAL STANDARD ON BOARD AND GENERAL
MEETINGS

During the period under review, the Company has complied to the extent as applicable
Secretarial Standards as issued by the Institute of Company Secretaries of India.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR

The Company was under CIRP vide order dated CP(IB) No. 198/Chd/Pb/2019 dated

21.12.2021. The Request of the Resolution Plan has been published thrice vide dated

05.12.2022. eight Expression of Interest have been received. The last date of receipt of the
Resolution Plans was 24.12.2022.

On 1st July, 2024, the Hon’ble National Company Law Tribunal (NCLT), Chandigarh
Bench, passed an order approving the Resolution Plan. Pursuant to this, the Company has
been rehabilitated from the Corporate Insolvency Resolution Process (CIRP) and is currently
in the phase of implementing the terms of the approved Resolution Plan.

THE 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

There are no specific disclosures required pertaining to any differences between the
valuations conducted at the time of the one-time settlement and those carried out while
availing loans from Banks or Financial Institutions. However, it is pertinent to note that the
settlements with the State Bank of India and Union Bank of India, Mohali Branch, were
undertaken in accordance with the terms and conditions of the Approved Resolution Plan, as

duly sanctioned by the Hon’ble National Company Law Tribunal, Chandigarh Bench. These
settlements were executed to ensure compliance with the approved plan and to facilitate the
financial restructuring and revival of the Company.

GENERAL

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:

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

> Issue of shares (including sweat equity shares) to employees of the Company under
any scheme.

> Neither Managing Director nor the Whole-time Directors of the Company receive any
remuneration or commission from any of its subsidiaries.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis on matters related to the business performance as
stipulated in the SEBI Listing Regulations is given as a separate section in the Annual Report
as Annexure ‘F’.

CAUTIONARY STATEMENT

Statements in this “Director’s Report” & “Management Discussion and Analysis” describing
the Company’s objectives, projections, estimates, expectations or predictions may be forward
looking statements within the meaning of applicable securities laws and regulations. Actual
results could differ materially from those pressed or implied. Important factors that could
make a difference to the Company’s operations including raw material/ fuel availability and
its prices, cyclical demand and pricing in the Company’s principal markets, changes in the
Government regulations, tax regimes, economic developments within India and the Countries
in which the Company conducts business and other ancillary factors.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on
the information and explanations received from the management of your Company, confirm
that:

a. in the preparation of the Annual Financial Statements, the applicable accounting standards
have been followed and there are no material departures;

b. they have selected such accounting policies and applied them consistently and judgements
and estimates that are reasonable and prudent so as to give a true and fair view of the state of
affairs of your Company at the end of the financial year and of the profit of your Company
for that period;

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

d. the annual financial statements have been prepared on a going concern basis;

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

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

APPRECIATION AND ACKNOWLEDGEMENT

The directors take this opportunity to express their deep sense of gratitude to the Central
Government, State Government, Stock Exchanges and its members, Banks, Financial
Institutions, Shareholders, Lenders, Depositories, Registrar and Share Transfer Agents and
Business Associates for their continued support. Your directors would also like to record its
appreciation for the support and cooperation your Company has been receiving from its
clients and everyone associated with the Company.

Your directors place on record their sincere appreciation to the employees at all levels for
their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the
employees have enabled the Company to remain as an industry leader.

And to you, our shareholders, we are deeply grateful for the confidence and faith that you
have always reposed in us. We look forward to continued support of all these partners in
future.

For and on behalf of the Board
Sd/

Pankaj Dawar

Chairman & Managing Director
DIN: 06479649
Date: 27-06-2025
Place: New Delhi