AMNS Khopoli Ltd Merged Directors Report

To,

The Members,

UTTAM GALVA STEEL LIMITED

Your Directors have pleasure in presenting 2^nd Annual Report on the Business and Operations of the Company together with the Audited Statements of Accounts for the financial year ended 31^st March, 2025.

1. COMPANY AFFAIRS:

The Company has not yet started its operations. During the year under review your Company has made a loss of Rs. 38,698/-

2. FINANCIAL PERFORMANCE OF THE COMPANY:

3. DIVIDEND:

The Board of Directors have not recommended any dividend for the year under review, due to losses.

4. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3)(c) & Section 134(5) of the Act, and based on the representations received from the management, the Directors hereby confirm that:

i. In the preparation of the annual accounts for the financial year 2024-2025, the applicable accounting standards have been followed and there are no material departures;

ii. 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 at the end of the financial year and of the profit of the Company for the financial year;

iii. The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts on a going concern basis;

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

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL;

During the year under review, there were no changes in the composition of the Board of Directors.

6. STATUTORY AUDITORS & THEIR REPORT;

The Companys Statutory Auditors, M/s Vijay H Shah & Co., Chartered Accountants (FRN No. 001005N] appointed in first Board meeting of the Company for the period of 1 year, proposed to re-appointed as statutory auditors from the conclusion of the 1^st Annual General Meeting (ACM) till the conclusion of the 6^th AGM of the Company to be held in the year 2029-30, at such remuneration as may be fixed by the Board of Directors.

The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed.

Notes to the accounts as referred in the Auditors Report are self- explanatory and does not contain any qualification and therefore, do not call for any further comments or explanations.

During the year under review, the Statutory Auditors in their report have not reported any instances of frauds committed in the Company by its Officers or Employees under section 143(12) of the Companies Act, 2013.

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

The provisions of Section 134(m) of the Companies Act, 2013, pertaining to conservation of energy and technology absorption is not applicable to your Company.

The details of the Foreign exchange earnings & outgo for the Financial Year 2024-25 are as below:

8. PARTICULARS OF I.OANS. GUARANTEE OR INVESTMENT:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in their respective notes in the Financial Statements.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS ENTERED INTO BY THE COMPANY WITH RELATED PARTIES:

During the year under review your Company has not entered into any significant contract / arrangements with the related parties. Thus, the provisions of Section 188(1) of the Act are not applicable. The disclosure in Form AOC - 2 is not required.

10. GENERAL DISCLOSURES AS PER COMPANIES ACT- 2Q13.1

i. During the year, the Board of Directors of the Company met 4 [Four) times on various dates i.e. 10/06/2024, 02/09/2024, 23/12/2024 & 17/03/2025 for various Business needs and Quarterly review.

ii. There has been no change in the nature of Business of the Company and no any material changes/ commitments have made, which may affect the financial position of the Company between the dates of financial statements and Board Report.

iii. The Company doesnt having any website. Therefore, no need to of publication of Annual Return.

iv. Your Company is continuously evolving and improving systems and measures to take care of all the risk exigencies involved in the Business.

v. The provisions of Section 177[9) of the Companies Act, 2013 relating to vigil mechanism policy is not applicable to the Company

vi. The Company has in place adequate internal financial controls with reference to financial statements. During the financial year, such controls were tested and no reportable material weakness in the design or operation was observed.

vii. The Company is committed to provide a safe and conducive work environment to its employees. The Board states that there were no cases or complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

viii. The Company is not required to constitute an Audit Committee and Nomination & Remuneration Committee.

ix. 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.

x. The provisions of Section 149 pertaining to the appointment of Independent Directors do not apply to the Company.

xi. Your Board of Directors has conducted performance evaluation annually for its own performance.

xii. No Company has become or ceased to be your Companys Subsidiary, Joint venture or Associate Company during the year under review.

xiii. During the financial year 2024-2025, the Company has not accepted any deposits.

xiv. The Board of Directors has decided not to transfer any amount to the Reserves, during the year under review.

xv. The Company has not issued any shares with differential rights as to dividend, voting or otherwise, during the year under review.

xvi. During the year, the Company has not issued any Shares (including sweat equity shares) to its Employees under any scheme or whatsoever.

xvii. Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to your Company.

xviii. There were no any significant or material orders passed by any of the Regulators or Courts or Tribunals that has an impact in the going concern, status or Companys operations in future.

xix. During the year, there were no applications made or proceedings pending in the name of the Company under Insolvency and Bankruptcy Code, 2016.

xx. During the year, there were no one time settlement of loans taken from any Banks and Financial Institutions.

xxi. Your Company confirms compliance with the applicable requirements of Secretarial Standards 1 and 2.

11. ACKNOWLEDGEMENTS:

The Directors appreciate the valuable co-operation and continued support

extended by Business associates and investors who have put their confidence in the

Company.