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SER Industries Ltd Audit Report / Information 2025

Jun 4, 2025

63409_rns_2025-06-04_2a486697-93e5-4d08-8d4f-b9d3b0349707.pdf

Audit Report / Information

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V H & CO.,

Company Secretaries

No. 407, G2, 1st Floor, Sri Lakshmi Anugraha, 24th Cross Road, BSK II Stage, Bengaluru - 560070, Karnataka, India

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Mob: +91 95911 04511 e-Mail: [email protected]

SECRETARIAL COMPLIANCE REPORT OF SER INDUSTRIES LIMITED

For the financial year ended 31[st] March 2025

To,

SER INDUSTRIES LIMITED (CIN: L60231KA1963PLC004604)

Address : Chikkakuntanahalli Village, Bidadi Hobli, Ramnagaram Taluk, Bengaluru -562109, Karnataka

We have conducted review of the compliance of the applicable statutory provisions and the adherence to good corporate practices by SER INDUSTRIES LIMITED (hereinafter referred as ‘the listed entity’), having its Registered Office at Chikkakuntanahalli Village, Bidadi Hobli, Ramnagaram Taluk, Bengaluru - 562109. Secretarial review was conducted in a manner that provided us with a reasonable basis for evaluating the corporate conducts/statutory compliances and to provide our observations thereon.

Based on our verification of the listed entity’s books, papers, minutes books, forms and returns filed and other records maintained by the listed entity and also the information provided by the listed entity, its officers, agents and authorized representatives during the conduct of Secretarial Review, we hereby report that the listed entity has, during the review period covering the financial year ended on 31[st] March, 2025 complied with the statutory provisions listed hereunder in the manner and subject to the reporting made hereinafter:

We have examined:

  • a) All the documents and records made available to us and explanation provided by SER INDUSTRIES LIMITED (CIN: L60231KA1963PLC004604) (“the listed entity”),

  • b) The fillings/ submissions made by the listed entity to the stock exchanges,

  • c) Website of the listed entity,

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

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V H & CO.,

Company Secretaries

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For the financial year ended 31[st] March, 2025 (“Review Period”) in respect of compliance with the provisions of:

  • a) the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the regulations, circulars, guidelines issued thereunder; and

  • b) the Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made thereunder and the regulations, circulars, guidelines issued thereunder by the SEBI;

The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include: -

  • a) Securities and Exchange Board of India (LODR) Regulations, 2015;

  • b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; ( Not applicable to the listed entity for the Review Period)

  • c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (Not applicable to the listed entity for the Review Period)

  • d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable to the listed entity for the Review Period)

  • e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (Not applicable to the listed entity for the Review Period)

  • f) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (Not applicable to the listed entity for the Review Period)

  • g)

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

  • h) Any other regulation as applicable and circulars/ guidelines issued thereunder: During the period under review, based on the explanations and representations made by the Management, having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, the business activities of the listed entity has receded as compared to the previous financial year. Hence, no other major laws and regulations were applicable to the company.

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Company Secretaries

V H & CO.,

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

I.

a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matter specified below: -

Sr.
No.		 Compliance
Requirement
(Regulations/
circulars/guidelines
including specific
clause)		 Regulation/
Circular
No.		 Deviations Action
Taken
By		 Type of
Action		 Details
of Violation		 Fine
Amount		 Observations/
Remarks
of the
Practicing
Company
Secretary
(PCS)		 Management
Response		 Remarks
1. SEBI (Listing
Obligation and
Disclosure
Requirement)
Regulations, 2015		 Regulation
30		 The
listed
entity is yet
to intimate
to the stock
exchange
on
the
contact
details
of
KMP’s
as
prescribed
in
regulation.		 Management Advisory Violated
Regulation
30 of SEBI
(LODR)
Regulations,
2015.		 Not
Applicable		 The
non-
compliance
has
been
pointed out to
the listed entity
and an advice
is hereby given
to
take
necessary
corrective
measures.		 The
Management
assured that
it
will
take
necessary
steps
to
comply
the
observations
made
by
PCS.		 NIL
2. Bombay Stock
Exchange (BSE)
website voting
results		 Not
Applicable		 1.
The
Voting
results
for
the Annual
General
Meeting		 Management Advisory Violated BSE
website
disclosure
requirements		 Not
Applicable		 The
non-
compliance
has
been
pointed out to
the listed entity
and theyhave		 The
Management
assured that
the
voting
results
of
AGM held on		 NIL

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V H & CO.,

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Company Secretaries

held on 27th
August,
2020, is not
disclosed
on
the
website
of
BSE.
2.
The
Annual
General
Meeting
details and
voting
results
of
the meeting
held on 09th
September
2016
and
15th
September
2015
are
not
disclosed
on
the
website
of
BSE
3.
The
Voting
results
for
the
Board		 been
hereby
advised to take
necessary
corrective
measures.		 27th
August
2020
and
Board
meeting held
on 13th May,
2021 will be
updated
on
the
BSE
website at the
earliest.
And also, the
Management
has assured
to update the
relevant
details of the
Annual
General
Meeting and
voting results
of
the
meeting held
on
09th
September
2016 and 15th
September
2015 on the
BSE website
at
the
earliest.

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V H & CO.,

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Company Secretaries

meeting
held on 13th
May, 2021
is
not
disclosed
on
the
BSE
website
3. Bombay Stock
Exchange (BSE)
Corporate
information		 Not
Applicable		 The
composition
of
the
committees
is
not
updated on
the
listed
entity’s
website and
on the BSE
Website		 Management Advisory Violated BSE
website
disclosure
requirements		 Not
Applicable		 The
listed
entity has been
hereby
advised to take
necessary
corrective
measures.		 The
Management
is in process
of
updating
the details of
composition
of
the
committees in
the
BSE
website
as
well
in
Company’s
website.
NIL
Note:
An exemption is granted under Chapter IV of SEBI(LODR) Regulations 2015-
Regulation 15(2).
The compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses
(b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V_shall not apply_, in respect of-
Listed Company which has:
i. Paid Up Share Capital <10 Crores; and
ii. Net worth <25 Crores.

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V H & CO.,

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Company Secretaries

The company is eligible for the above exemption under the SEBI (LODR) Regulations, 2015. Hence, no observations or remarks have been made in this report with respect to the above mentioned exempted regulations.

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

Sr.
No.		 Observations/
Remarks Of the
Practicing
Company
Secretary (PCS) in
the
previous
reports)		 Observations made
in the secretarial
compliance report
for
the year ended …..
(the
years are to be
mentioned)		 Compliance
Requirement
(Regulations/circulars/
Guidelines including
Specific clause)		 Details of violation /
Deviations and
Actions taken /
Penalty imposed,
if any, on the listed
entity		 Remedial
actions, if any,
taken
by
the
listed entity		 Comments of the PCS on
the actions taken by the
listed entity
1. The listed entity is
yet to intimate to the
stock exchange on
the contact details of
KMP’s as prescribed
in regulation.		 31stMarch 2024, 31st
March 2023 and 31st
March 2022		 Regulation 30 of SEBI
(Listing Obligation and
Disclosure Requirement)
Regulations, 2015		 Violated Regulation 30
of
SEBI
(LODR)
Regulations, 2015.		 No Action taken
till date		 The Management assured
that it will take necessary
steps
to
comply
the
observations made by PCS.
2. The Voting results for
the Annual General
Meeting held on 27th
August, 2020 is not
disclosed
in
the
website of BSE		 31stMarch 2024, 31st
March 2023 and 31st
March 2022		 Not Applicable Violated BSE website
disclosure
requirements		 No Action taken
till date		 The Management assured
that the voting results of
AGM held on 27thAugust
2020 will be updated in the
BSE website at the earliest.
3. The Voting results for
the Board meeting
held on 13th May,
2021 is not disclosed
on the BSE website		 31stMarch 2024 Not Applicable Violated BSE website
disclosure
requirements		 No Action taken
till date		 The Management assured
that the voting results of
Board Meeting held on 13th
May 2021 will be updated in
the BSE website at the

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V H & CO.,

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Company Secretaries

earliest.
4. Name of all Board of
directors along with
their
designation
shall have to be
disclosed.		 31stMarch 2023 and
31stMarch 2022		 Not Applicable Violated
BSE
and
Companies Act, 2013
website
disclosure
requirements		 The Company has
updated
the
details
of
the
Board of Directors
along with their
designation.		 The
Management
has
updated the details of the
Board of Directors along
with their designation in the
BSE
and
Company’s
website.
5. 1. Statutory auditors
and
secretarial
auditors details shall
have to be disclosed.
2.
The
composition of the
committees is not
updated on the listed
entity’s website and
on the BSE Website		 31stMarch 2024, 31st
March 2023 and 31st
March 2022		 Not Applicable Violated
BSE
and
Companies Act, 2013
website
disclosure
requirements		 The Company has
updated
the
details
of
the
Statutory auditors
and
secretarial
auditors.
The Company is
yet to update the
details
of
composition of the
committees.
The
Management
is
in
process of updating the
details of the composition of
the committees in the BSE
and Company’s website.
We hereby report that, during the review period the compliance status
Sr. No.
1.
2.		 Particulars Compliance Status(Yes/No/ NA) Observations/ Remarks by PCS*
Secretarial Standards:
The compliances of the listed entity are in accordance with the
applicable Secretarial Standards (SS) issued by the Institute of
CompanySecretaries of India(ICSI).		 Yes NIL
Adoption and timely updation of the Policies:
•
All applicablepolicies under SEBI Regulations are		 Yes NIL

V H & CO.,

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Company Secretaries

adopted with the approval of board of directors of the
listed entities.
•
All the policies are in conformity with SEBI Regulations
and have been reviewed & updated on time, as per the
regulations/circulars/guidelines issued bySEBI.
3. Maintenance and disclosures on Website:
•
The Listed entity is maintaining a functional website.
•
Timely dissemination of the documents/information
under a separate section on the website.
•
Web-links provided in annual corporate governance
reports under Regulation 27(2) are accurate and specific
which redirects to the relevant document(s)/ section of the
website.		 Yes NIL
4. Disqualification of Director:
None of the Director(s) of the listed entity is/ are disqualified
under Section 164 of Companies Act, 2013 as confirmed by the
listed entity.		 Yes Mr. Jayant Dolatraj Mitra (DIN:
00801211), who is the independent
director in the listed entity as at the
end of the financial year under
consideration, is a director of several
other companies which have not
filed its Annual Returns and the
financial statement from the past
several years. However, as per the
MCA portal, his DIN status is being
shown as “Approved”. Hence, we
shall
not
comment
on
the
disqualification aspect as per Sec
164 (2) (a) of the Companies Act,
2013.

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V H & CO.,

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Company Secretaries

5. Details related to Subsidiaries of listed entities have been
examined w.r.t.:
a. Identification of material subsidiary companies
b. Disclosure requirement of material as well as other
subsidiaries		 No NIL
6. Preservation of Documents:
The listed entity is preserving and maintaining records as
prescribed under SEBI Regulations and disposal of records as
per Policy of Preservation of Documents and Archival policy
prescribed under SEBI LODR Regulations, 2015.		 Yes NIL
7. Performance Evaluation:
The listed entity has conducted performance evaluation of the
Board, Independent Directors and the Committees at the start of
every financial year/during the financial year as prescribed in
SEBI Regulations.		 Yes NIL
8. Related Party Transactions:
a. The listed entity has obtained prior approval of Audit
Committee for all related party transactions; or
b. In case no prior approval obtained, the listed entity shall
provide detailed reasons along with confirmation whether
the
transactions
were
subsequently
approved/ratified/rejected by the audit committee.		 NA NIL
9. Disclosure of events or information:
The listed entity has provided all the required disclosure(s) under
Regulation 30 along with Schedule III of SEBI LODR
Regulations, 2015 within the time limits prescribed thereunder.		 No The Company is yet to intimate to
the stock exchange on the contact
details of KMP’s as prescribed in
regulation
30
of
SEBI
LODR
Regulations,2015.
10. Prohibition of Insider Trading: Yes NIL

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V H & CO.,

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Company Secretaries

The listed entity is in compliance with Regulation 3(5) & 3(6)
SEBI (Prohibition of Insider Trading) Regulations, 2015.
11. Actions taken by SEBI or Stock Exchange(s), if any:
~~No action(s) has been taken against the listed entity/ its~~
~~promoters/ directors/ subsidiaries either by SEBI or by Stock~~
~~Exchanges (including under the Standard Operating Procedures~~
~~issued by SEBI through various circulars) under SEBI~~
~~Regulations and circulars/ guidelines issued thereunder (or)~~
The actions taken against the listed entity/ its promoters/
directors/ subsidiaries either by SEBI or by Stock Exchanges are
specified in the last column.		 Yes The
listed
entity
has
been
suspended on the Bombay Stock
Exchange due to Penal Reasons for
non-compliance
of
certain
provisions
of
SEBI
(LODR)
Regulations, 2015.
In this regard, the Company has
received the in-principal approval
from the Bombay Stock Exchange
(BSE) for the revocation of the
suspension of trading of Equity
Shares.
The
approval
was
communicated to the Company via
BSE’s
letter
Ref
No.
LIST/COMP/SK/1583/2024-25
dated 21stJanuary2025.
12. Resignation of statutory auditors from the listed entity or its
material subsidiaries:
In case of resignation of statutory auditor from the listed entity or
any of its material subsidiaries during the financial year, the listed
entity and / or its material subsidiary(ies) has / have complied
with paragraph 6.1 and 6.2 of section V-D of chapter V of the
Master Circular on compliance with the provisions of the LODR
Regulations by listed entities.		 No NIL
13. Additional Non-compliances, if any:
No
additional
non-compliance
observed
for
any
SEBI
regulation/circular/guidance note etc. except as reported above.		 NA NIL

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Company Secretaries

V H & CO.,

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We further, report that the listed entity is in compliance/ not in compliance with the disclosure requirements of Employee Benefit Scheme Documents in terms of regulation 46(2) (za) of the LODR Regulations.: (Not applicable to the listed entity for the Review Period)

Assumptions & Limitation of scope and Review:

  1. Compliance of the applicable laws and ensuring the authenticity of documents and information furnished, are the responsibilities of the management of the listed entity.

  2. Our responsibility is to report based upon our examination of relevant documents and information. This is neither an audit nor an expression of opinion.

  3. We have not verified the correctness and appropriateness of financial records and books of accounts of the listed entity.

  4. This Report is solely for the intended purpose of compliance in terms of Regulation 24A (2) of the SEBI (LODR) Regulations, 2015 and is neither an assurance as to the future viability of the listed entity nor of the efficacy or effectiveness with which the management has conducted the affairs of the listed entity.

For V H & CO.,

Date: 30.05.2025 Place: Bengaluru

Company Secretaries Vivek Digitally signed by Vivek Fanipati Hegde Fanipati Date: 2025.05.30 Hegde 12:51:09 +05'30' Vivek Fanipati Hegde FCS: 10611, CP: 20470 PR: 3389/2023 UDIN: F010611G000503114

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