Beekay Steel Industries Ltd Directors Report

The Standalone revenue from Operations for the financial year 2024-25 was Rs. 1076.35 Crores which was 7.6% higher than the revenue of Rs. 1000.50 Crores in financial year 2023-24.

EBIDTA (including other income) for the financial year 2024-25 was Rs.161.14 Crores as against Rs. 185.54 Crores in the corresponding period of the previous year, representing an decrease of 13.15%.

Net profit for the financial year 2024-25 was Rs. 90.18 crores which was 32.18% lower than the net profit of Rs. 132.97 Crores in the corresponding period of the previous year.

EPS of the Company for the year ended 31st March 2025 stood at Rs. 47.28 as compared to Rs. 69.72 in its previous year.

1. The Company also witnessed an increase in terms of volume of production from 6,46,850 Metric tons to 6,63,197 Metric tons in our Rolling Mills.

2. Sponge Iron Production: 65,606 Metric tons (Previous year: Nil)

3. Power Generation (WHRB): 1,28,95,400 Kwh(Previous year: Nil)

The Company is also focused on increasing capacity utilization of all units, improving product-mix, reducing operating costs, launching new products and improving operational efficiency with technology up gradation.

Your Directors are pleased to recommend a dividend of 10 % ( Re. 1/- ) per equity share of Rs. 10/- each (Previous year Re. 1/-) for the Financial Year ended 31st March, 2025 subject to approval of the shareholders at the ensuing Annual General Meeting. The total outgo on account of dividend will be aggregating to Rs. 190.72 Lakhs.

The Board has recommended dividend based on the parameters laid down in the Dividend Distribution Policy and is subject to the approval of the shareholders at the ensuing Annual General Meeting scheduled to be held on Monday, 22nd September, 2025. The dividend will be paid out of the profits for the year. The dividend recommended by the Board is in accordance with the Companys Dividend Distribution Policy.

The Record Date fixed for determining entitlement of Members to final dividend for the financial year ended March 31, 2025, if approved at the AGM, is Monday, 15th September, 2025.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders effective April 1, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

Pursuant to Regulation 43A and recent amendments to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations") and on the basis of market capitalisation, your Company has formulated a "Dividend Distribution Policy". The said policy is available on the Companys website URL: https://www.beekaysteel.com/wp-content/uploads/ 2021/ 08/ Dividend_Distribution_Policy.pdf

The Steel manufacturing unit of the Company has undergone expansion program approved by the Board at its meeting held on 30.05.2024 in terms of Plant con_guration and production capacity enhancement. As per the disclosure made to the stock exchange on the event date, the expansion of additional capacity will help to cater the captive requirements as well as to meet the market demand of the Steel product. The necessary applications for approval or permission for the expansion has been made to the concerned statutory authorities.

Pursuant to the provisions of Section 124 (6) of the Companies Act, 2013 ("the Act"), Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,

2016 (including amendments thereof ) ("IEPF Rules") read with circulars and notifications issued there under, all the shares in respect of which dividend has not been paid or claimed for 7 consecutive years or more shall be transferred by the Company in the name of Investor Education and Protection Fund (IEPF). The unpaid and unclaimed dividend amount lying in the Unpaid Dividend Account becomes due to be transferred to Investor Education & Protection Fund ("IEPF") after a period of 7 (seven) years. Your Directors therefore suggest you to claim the unpaid dividend before the last date.

In accordance with the aforesaid provisions, the Company needs to transfer equity shares to IEPF as per the Companies Act, 2013, those who have not claimed dividend for a period of 7 years with effect from the F.Y. 2017-18, as per the IEPF Rules notified by the Central Govt. from time to time.

Any shareholder whose shares are transferred to IEPF can claim the shares, as per the IEPF rules made there under, by making an online application in Form IEPF-5 (available on www.iepf.gov.in) along with the fees prescribed to the IEPF authority with a copy to the Company.

The paid up equity share capital as on March 31, 2025 stood at Rs. 19,09,09,270/- (including Rs. 1,88,750/- stands in respect of forfeited shares ) comprising of 1,90,72,052 shares of Rs. 10/- each fully paid shares.

Your Company has not issued any kind of shares & securities during the financial year 2024-25.

Cash and cash equivalents as at March 31, 2025 stands Rs. 132.17 Lakhs (Previous year Rs. 194.83 Lakhs). The company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

Your Company has not accepted any deposits during the year, no deposits remained unpaid or unclaimed as at the end of the financial year 2024-25 and there was no default in repayment of deposits or payment of interest thereon during the year within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014

The Board of Directors has decided to retain the entire amount of profit for the Financial Year 2024-25 in the statement of profit and loss , hence, not transferred any amount to reserves out of the profit for financial year 2024-25.

The Company has not given any loans or provided any guarantees during the year. The Company has made investment about Rs. 2.07 Crores in Optionally Convertible Debentures of its WOS (wholly Owned Subsidiary) during the year under review. The overall limit is within the powers of the Board as applicable to the Company in terms of the applicable provisions of the Act. The particulars of loans, guarantees and investments have been disclosed in the notes of the Financial Statements for the year ended 31st March, 2025 and form a part of this Annual Report.

The Company has in place an adequate and robust system for internal financial controls commensurate with the size and nature of its business. Internal control systems are integral to the Companys corporate governance policy and no reportable material weakness was observed in operations. The internal control systems and procedures are designed to assist in the identification and management of risks, the procedure-led verification of all compliance as well as an enhanced control consciousness.

The Audit Committee of the Company evaluated the adequacy of internal financial control. During the year such controls were tested with reference to financial statements and no reportable material weakness in the formulation or operations were observed. The Statutory Auditors of the Company conducted audit on the Companys internal financial control over financial reporting and the report of the same is annexed with Auditors Report.

Based on the framework of internal financial controls and compliance system established and maintained by the Company, work performed by the internal, statutory, cost, and secretarial auditors and external agencies including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the FY 2024-25.

The objective of the Companys Corporate Social Responsibility (‘CSR) initiatives is to improve the quality of life of communities through long-term value creation for all stakeholders. The Companys CSR policy provides guidelines to conduct CSR activities of the Company. Your Company has focused on several corporate social responsibility programs since a long period of time and continues its endeavor to improve the lives of people and provide opportunities for their development through its different initiatives in the areas of Rural Transformation, Health care, Education, Sports etc. The Company continues to address societal challenges through societal development programmes and remains focused on improving the quality of life.

The Company has a Corporate Social Responsibility Committee comprising of three directors, the details of which are mentioned in the corporate governance report which forms part of this Report.

During the financial year 2024-25, the Companys total CSR obligation amounted to Rs. 3,36,06,131/- ( Prev. year Rs. 3,07,43,121/-). The actual CSR expenditure incurred by the Company during the financial year was Rs. 3,36,60,854/- towards CSR activities which is more than the obligatory CSR amount. There is no unspent CSR amount for 2024-25. The excess Expenditure of Rs. 54,723 shall be adjusted in the CSR expenditure within three succeeding FYs.

In compliance with section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the disclosures with respect to CSR Committee and expenditure made by the Company forms part of this Report and marked as "Annexure - A". The CSR Policy may be accessed on the Companys website at the web link: https://www. beekaysteel.com/wp-content/uploads/2021/10/CSR-POLICY-BEEKAY-STEEL.pdf

The Board of Directors met 6 (six) times during the year and the maximum interval between two meetings did not exceed 120 days. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI LODR. The details of the number of meetings of the Board of Directors including meetings of the Committees of the Board (Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, CSR Committee, Risk Management Committee & Management Functional Committee and Share Transfer Committee) held during the financial year 2024-25 also forms part of the Corporate Governance Report.

As required by Sections 134(3) (c) & 134 (5) of the Companies Act, 2013 your Directors state that: (a) In the preparation of the annual accounts for the year ended 31st March, 2025, the applicable accounting standards have been followed with proper explanation relating to material departures, if any; (b) The accounting policies adopted in the preparation of the annual accounts have been applied consistently except as otherwise stated in the Notes to Financial Statements and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2024-25 and of the profit for the year ended 31st March, 2025; (c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts for the year ended 31st March, 2025, have been prepared on a going concern basis.

(e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

(f ) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Mr. Bharat Kumar Nadhani, Mr. Pranab Kumar Chakrabarty, Mrs. Shalini Jain, Mr. Sandip Kumar Kejriwal, Mrs. Shyanthi Dasgupta and Mr. Jyotirindu Chatterjee were Independent Directors on the Board of the Company as on 31st March, 2025. Pursuant to Regulation 149(7) of the Act, all the Independent Directors have given declaration confirming that they meet the criteria of independence as prescribed both under the Act and SEBI LODR .

In terms of Regulation 25(8) of the SEBI LODR, the Independent Directors have confirmed their ability to discharge their duties with an objective of independent judgement and without any external influence. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity. They also fulfill the conditions specified in the Act, Rules made thereunder and as per SEBI LODR and are independent of the Management.

The Nomination and Remuneration Committee(‘NRC) engages with the Board to evaluate the appropriate characteristics, skills and experience for the Board as a whole as well as for its individual members with the objective of having a Board with diverse backgrounds and experience in business, finance, governance and public service. The NRC on the basis of such evaluation, determines the role and capabilities required for appointment of Independent Directors. Thereafter, the NRC recommends to the Board the selection of new Directors. Pursuant to provisions of Section 178 of the Act and SEBI LODR the Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, has formulated a Remuneration Policy.

The remuneration policy of the Company, inter alia, includes the aims and objectives, principles of remuneration, guidelines for remuneration to Executive Directors and sitting fees to Non-Executive Directors in the remuneration package, criteria for identification of the Board Members and appointment of senior management.

The Board Member shall possess appropriate skills, qualification, characteristics and experience. The objective is to have a Board with diverse background and experience in business, government, academics, technology, human resources, social responsibilities, finance, law etc. and in such other areas as may be considered relevant or desirable to conduct the Companys business in a holistic manner. Independent Director shall be a person of integrity and possess expertise and experience and/or someone who the Committee/Board believes could contribute to the growth/philosophy/strategy of the Company.

In evaluating the suitability of individual Board Members, the Committee takes into account many factors, including general understanding of the Companys business dynamics, global business, social perspective, educational and professional background and personal achievements. Director should possess high level of personal and professional ethics, integrity and values. He should be able to balance the legitimate interest and concerns of all the Companys stakeholders in arriving at decisions, rather than advancing the interests of a particular section.

Director must be willing to devote sufficient time and energy in carrying out their duties and responsibilities effectively. He must have the aptitude to critically evaluate managements working as part of a team in an environment of collegiality and trust.

The Committee evaluates each individual with the objective of having a group that best enables the success of the Companys business and achieves its objectives. The Directors afirm that the remuneration paid to Directors is as per the Remuneration Policy of the Company.

The Companys policy on appointment and remuneration of directors are available on the website of the Company at www. beekaysteel.com

There were no changes in the credit ratings of the Company. During the year under review, the long term credit rating of the Company is afirmed/assigned as "IND A" with "Stable " outlook by India Rating and Research (Ind –Ra), a wing of international rating agency the FITCH Group.

In compliance with the provisions of the Act and SEBI LODR prior approval of the Audit Committee is obtained for each transaction as proposed to be entered into by the Company with its related parties. A prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are at arms length basis, foreseen and repetitive in nature. The transactions which are not on arms length are simultaneously approved by Audit Committee and Board. All the related party transactions are reviewed by Audit Committee on quarterly basis. The necessary disclosures regarding the transactions are given in the notes to accounts.

There was no materially significant related party transactions with the Companys Promoters, Directors and others as defined in section 2(76) of the Act and the SEBI LODR which may have potential conflict of interest with the Company at large and no disclosure in Form AOC-2 is required to be given.

The Company has also formulated a policy on dealing with the related party transactions and necessary approval of the Audit Committee and Board of Directors were taken wherever required in accordance with the aforesaid policy.The policy on related party transactions as approved by the Board is available on the Companys website at www.beekaysteel.com.

Pursuant to Regulation 34 (3) read with Schedule V of the SEBI LODR disclosure of transactions of the Company with its Promoters and Promoter Group, holding more than 10% (Ten percent) of Equity Shares in the Company are provided herein below: -

Considering the multitude of risks faced by listed entities domestically as well as globally, risk management has emerged as a very important function of the Board of Directors. The Covid-19 pandemic has also reinforced the need for a robust risk management framework for a Company. The financial year 2024-25 witnessed considerable global economic and geopolitical challenges including the prolonged Russia – Ukraine war, Trade and Tari_ war, Elections in multiple countries, volatile foreign exchange markets, and slower-than-anticipated Chinese economic growth which negatively impacted global steel prices.

Pursuant to the amended provisions of Regulation 21 of the SEBI LODR, SEBI has made it mandatory for top 1000 listed Companies, based on market capitalization, to form / constitute a "Risk Management Committee" ("the RMC") and the said RMC has to formulate "Risk Management Policy" of the Company. The RMC of the Board provides an oversight and guides on risk management policy, risk management plan and adequacy of risk management systems. Although the Company is not falling under top 1000 listed Companies during the year under review but the Company adopts the risk management policy through its committee to minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The Policy also defines the risk management approach across the enterprise at various levels. Risk Management forms an integral part of the Companys planning process. The constitution details, roles and functions of the RMC are highlighted in the Corporate Governance Report. The Companys policy on Risk Management are available on the website of the Company at the weblink:https://www.beekaysteel.com/wp-content/ uploads/2021/08/Risk_Management_Policy_-Beekay_Steel.pdf

The Board evaluated the effectiveness of its functioning of the Committees and of individual Directors, pursuant to the provisions of the Act and SEBI LODR. In accordance with the provisions of the Act and SEBI LODR, the annual evaluation process of the individual Directors, the Board and Committees was conducted.

The Board sought the feedback of Directors on various parameters including fulfilment of responsibilities, monitoring Corporate Governance practices, participation of long term strategic planning, culture and dynamics of the Board as well as committees.

The evaluation process inter alia considers attendance of Directors at Board and committee meetings, effectiveness of Board process, acquaintance with business, compliance with code of conduct, vision and strategy, which is in compliance with applicable laws, regulations and guidelines. The Board evaluated its performance after seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of criteria such as the composition of Committees, effectiveness of Committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the SEBI.

In a separate meetings of the IDs, the performance of the Non-Independent Directors, the Board as a whole and Chairman of the Company were evaluated taking into account the views of Executive Directors and other Non-Executive Directors.

The performance evaluation of the Chairman and the Non- Independent Directors was carried out by Independent Directors. The performance evaluation of the Independent Directors was carried out by the entire Board. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company. Details of the same are given in the Report on Corporate Governance annexed hereto.

In accordance with the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Vikas Bansal, (DIN : 00103065) Director of the Company would retire by rotation from the Board and being eligible, offers himself for reappointment. The above appointment is subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company.

The Disclosures as required for re-appointed Director are disclosed in the Notice.

Pursuant to the provisions of sections 149, 152 and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Director) Rules, 2014 Mr. Jyotirindu Chatterjee (DIN: 10112031) has been recommended by the NRC and then appointed as an Additional Director (Independent) by the Board of Directors at their meeting held on 28th March, 2025. The Board recommended his appointment as Independent Director subject to the approval by the Members of the Company at the ensuing AGM to fill the casual vacancy to be caused in the Board w.e.f. 1st April 2025 due to the completion of 2nd term of Mrs. Shayanthi Dasgupta as an Independent Director. As per the provisions of the Act, the terms of Independent Directorship of Mrs. Shyanthi Dasgupta (DIN:07139909) has expired w.e.f. 1st April 2025 after completion of 2nd term as an Independent Director The profile and particulars of experience, attributes and skills of the appointed/re-appointed Directors are disclosed in the Notice of AGM.

During the year under review, there has been no change in the Key Managerial Personnel of the Company. Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Mukesh Chand Bansal, Executive Director, Mr. Manav Bansal, Wholetime Director & CFO and Mr. Rabindra Kumar Sahoo, Company Secretary and Compliance Officer are continuing to be the Key Managerial Personnel of the Company.

None of the Directors of the Company are disqualified as per section 164(2) of the Companies Act, 2013 and rules made there under. The Directors have also made necessary disclosures to the extent as required under provisions of section 184(1) as applicable.

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

There has been no change in the nature of business of the Company.

In compliance with provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of amended SEBI LODR Regulation, the Company has framed a Vigil Mechanism / Whistle Blower Policy to deal with unethical behavior, actual or suspected fraud or violation of the companys code of conduct or ethics policy, if any.

Commitment towards highest moral and ethical standards in the conduct of business is of utmost importance to the Company. The Audit committee oversees the vigil mechanism and the persons who avail the mechanism are encouraged to escalate to the level of the Audit Committee for any issue of concerns impacting and compromising with the interest of the Company and its stakeholders in any way. This policy also allows the direct access to the Chairperson of the Audit Committee and makes protective disclosures about the unethical behavior, actual or suspected fraud or violation. This vigil mechanism fosters a culture of trust and transparency among its stakeholders. The whistle blower policy also includes reporting of incidents of leak or suspected leak of Unpublished Price Sensitive Information (‘UPSI) as required in terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended.

The Vigil Mechanism/Whistle Blower Policy has also been uploaded on the Companys website at URL: https://www. beekaysteel.com/wp-content/uploads/2021/08/Whistle-Blower-Policy.pdf.

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is marked as "Annexure– B" which is annexed hereto and forms part of the Directors Report.

There is no such employee in the Company, the information of which is required to be furnished under the provisions of the Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Having regard to the provisions of Section 136 of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company.

The website of your Company, www.beekaysteel.com, has been designed to present the Companys businesses up-front on the home page. The site carries a comprehensive database of information including the Financial Results of your Company, Shareholding pattern, Directors & Corporate Profile, details of Board Committees, Corporate Policies and business activities of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013 and Companies Rules 2014 and as per the SEBI LODR Regulations, 2015 (erstwhile Listing Agreement) has been uploaded.

AKC Steel Industries Ltd. is an Associate Company listed with CSE and deals in manufacturing and trading of steel. It has reported total revenue of Rs. 10.31 Crores (Previous Year Rs. 6.19 Crores) and has earned a profit of Rs. 411.04 Lakhs (Previous Year earned a profit of Rs. 249.38 Lakhs) during the year under review. Beekay Utkal Steel Private Limited is a wholly owned subsidiary Company and set to set up a rolling mill in Kalinga Nagar, Jajpur district in the state of Odisha. It has acquired adequate land to set up green field project and in the process to get several permissions and privileges to start up new undertaking under the New Industrial policy of Govt. of Odisha. Your Company has invested in Optionally Convertible Debentures of the wholly-owned subsidiary amounting Rs. 2.07 Crores during the year under review. The total investment including the investment made during the year is Rs. 19.55 Crores.

M/s. Rustagi & Associates, Chartered Accountants, (Firm Reg No.: 314194E), were appointed as Statutory Auditors of the Company for the period of 5 (Five) Years and would continue to hold the office of Statutory Auditors till the conclusion of the AGM of the Company to be held for the f.y. 2027-28. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The observations, if any, raised by the Statutory Auditor, M/s. Rustagi & Associates, Chartered Accountants (Firm Reg. No. 314194E), in their Auditors Report (both Standalone and Consolidated), along with the accompanying notes to accounts, are clear and self-explanatory, and therefore, no further elaboration is required. The Auditors Report does not include any qualifications, reservations, adverse remarks, or disclaimers.

The Secretarial Audit Report (MR-3), issued by Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary, Kolkata, for the f.y. 2024-25, is given in "Annexure - C" to this Report. The Secretarial Audit Report does not contain any qualification, reservation, disclaimer or adverse remark.

The Secretarial Compliance Report for the financial year ended 31st March 2025, in relation to compliance of all applicable SEBI Regulations / circulars / guidelines issued thereunder, pursuant to the requirement of Regulation 24A of the Listing Regulations, is available on the website of the Company at "http://www. beekaysteel.com" www.beekaysteel.com.

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Board of Directors, subject to approval of shareholders in the ensuing Annual General Meeting, has appointed Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary (Membership No.:3811 ; CP No.: 3982), Peer Reviewed, as the Secretarial Auditor to hold the office of Secretarial Auditors until conclusion of 49th AGM of the Company to conduct the secretarial audit of the Company for a period of 5 years effective from f.y. 2025-26 till f.y. 2029-30. His appointment has been set forth in the Notice convening ensuing Annual General Meeting for approval of shareholders.

Pursuant to Regulation 24A of the SEBI Listing Regulation and recent amendment on the same thereto, Every Listed entity and its material unlisted subsidiaries incorporated in India shall undertake secretarial audit and shall annex a Secretarial Compliance Report given by a company secretary in practice, in such form as specified, with the annual report of the listed entity. The Company during the year under review does not have any material unlisted subsidiary. The Secretarial Compliance Report issued by Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary (FCS 3811) (Peer reviewed) for the year ended on 31st March, 2025 is attached herewith as "Annexure- D". There are no qualifications, observations, adverse remark or disclaimer in the said Report.

The Certificate for Non-disqualification of Directors issued by Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary (FCS 3811) for the year ended on 31st March, 2025 attached herewith as "Annexure – E".

Pursuant to Section 148 of the Companies Act, 2013, in terms of the Central Governments approval, the Board of Directors on the recommendation of the Audit Committee has re-appointed M/s. Somnath Roy & Associates, Cost Accountants, as the Cost Auditor of the Company for the year 2025-26.

The Audit Committee has also received a Certificate from the Cost Auditors certifying their independence and arms length relationship with the Company.

The Company submits its Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period and the Cost Audit Report for the financial year 2023-24 has already been filed with MCA.

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Act.

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

Your Company has initiated, by providing the shareholders, to avail the option of receiving online the requisite documents i.e. notices, annual reports, disclosures and all other communications, by registering their e-mail Ids. For the success of ‘Green Initiative as per MCA circular no.17/2011 & No. 18/2011. The Company continues to comply with the requirements of SEBI LODR Regulations, 2015 and amendments thereto regarding Corporate Governance. The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI"). The Report on Corporate Governance together with a certificate from Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary regarding Compliance of Conditions of Corporate Governance, certification by M.D./CEO and the Management Discussion & Analysis Report are attached herewith which forms part of this Annual Report.

The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the report and forms an integral part of this report.

Pursuant to Regulation 34 (2) (e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, Management Discussion & Analysis Report with detailed review of the operations, state of affairs, performance and outlook of the Company is annexed to the report and forms an integral part of this report.

Pursuant to the Regulation 34 (2)(f ) of SEBI (LODR) Regulations, 2015, the Company is pleased to present the Business Responsibility Report (BRR) for the financial year 2024-25 describing the initiatives taken from an environmental, social and governance perspective in the reporting period is available and annexed to the Boards report and forms an integral part of this report.

The Equity Shares of your Company are listed on BSE Limited (nation-wide trading terminal). The applicable annual listing fees have been paid to the Stock Exchange till financial year 2025-26.

The Code of Conduct for Directors, KMPs and Senior Executives of the Company is already in force and the same has been placed on the Companys website: www.beekaysteel.com.

In terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 your Company has adopted the Code of Conduct for Prevention of Insider Trading and the same is also placed on the Companys website: www.beekaysteel.com

Information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, are given in the "Annexure F", annexed hereto and forms a part of this report.

TheAuditedConsolidatedFinancialStatementsofyourCompany for the Financial Year 2024-25 is prepared in compliance with the applicable provisions of the Companies Act, 2013 ( "the Act"), in accordance with the Accounting Standards as laid down by the Institute of Chartered Accountants of India and as stipulated under the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 together with the Independent Auditors Report and forms part of this Annual Report.

Further a statement containing the salient features of the financial statement of the Associate Company & Wholly Owned Subsidiary Company in the prescribed format, Form AOC-1 and forms part of this Annual Report and is annexed hereto and marked as "Annexure-G".

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information will be available on our website. The Company will also make available copy on specific request by any member of the Company, interested in obtaining the same. These financial statements of the Company, the subsidiary and the associate Company will also be kept open for inspection by Members. The Members can send an e-mail to secretarial@beekaysteel.com upto the date of the AGM

The Board has constituted the Audit Committee under the Chairmanship of Mr. Pranab Kumar Chakrabarty .

Complete details of the said Committee are given in the Corporate Governance Report, attached as Annexure to this Boards Report.

There were no such instances where the recommendation of Audit Committee has not been accepted by the Board during the financial year under review.

The Board has constituted the Nomination & Remuneration Committee under the Chairmanship of Mr. Bharat Kumar Nadhani. Complete details of the said Committee are given in the Corporate Governance Report, attached as Annexure to this Boards Report.

The Board has constituted the Stakeholders Relationship Committee under the Chairmanship of Mr. Bharat Kumar Nadhani. Complete details of the said Committee are given in the Corporate Governance Report, attached as Annexure to this Boards Report.

The Board has constituted the Corporate Social Responsibility Committee under the Chairmanship of Mr. Suresh Chand Bansal, Executive Chairman of the Company. Complete details of the Committee are given in the Corporate Governance Report, attached as Annexure to this Boards Report.

The Board of the Company has constituted a Risk Management Committee to frame, implement, monitor and review the Risk Management plan and to ensure its effectiveness. Pursuant to the amended provisions of Regulation21oftheSEBI(LODR)Regulations,2015,theBoard has constituted the Risk Management Committee under the Chairmanship of Mr. Manav Bansal, Wholetime Director & CFO of the Company. Considering the multitude of risks faced by listed entities, risk management has emerged as a very important function of the Board of Directors. The said RMC has identified "Risk Management Policy" to minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The Policy also defines the risk management approach across the enterprise at various levels. Risk Management forms an integral part of the Companys planning process. The constitution details, roles and functions of the RMC are highlighted in the Corporate Governance Report. The Companys policy on Risk Management are available on the website of the Company at the following weblink: https:// www.beekaysteel.com/wp-content/uploads/2021/ 08/ Risk_Management_Policy_-Beekay_Steel.pdf vii) Other Functional Committees

The Complete details of the composition of other functional committee are given in the Corporate Governance Report, attached as Annexure to this Boards Report.

There is no such material changes that affected the financial position between the end of the financial year and date of the report.

However, the office of the following Director was vacated due to completion of her 2nd Term as Independent Director of the Company viz; a) Mrs. Shyanthi Dasgupta (upto 31st March, 2025) And the following Independent Director was appointed viz; a) Mr. Jyotirindu Chatterjee (w.e.f. 28th March, 2025)

The Company has well defined risk management framework in place comprising of regular audits and checks for identifying, assessing, mitigating, monitoring and reporting of risks associated with the businesses of the Company. Major risks as identified are systematically addressed by the concerned process owners through risk mitigation actions on a continuing basis.

Pursuant to Section 92 of the Companies Act, 2013 and amendments thereof and in compliance of the Companies (Amendment) Act, 2017, effective August 28, 2020, the draft Annual Return for the financial year 2024-25 is placed on the website of the Company at the following weblink: https://www.beekaysteel.com/investors-zone/annual-return/. This Annual Return is subject to such changes / alterations / modifications as may be required to carry out subsequent to the adoption of the Directors Report by the Shareholders at the 44th Annual General Meeting and receipt of Certificate from Practicing Company Secretary (PCS) which the Shareholders agree and empower the Board / Company and the copy of the final Annual Return as may be filed with the Ministry of Corporate Affairs would be furnished on the website of the Company.

Your Company has Wholly Owned Subsidiary Company namely M/S. Beekay Utkal Steel Pvt. Ltd. and one Associate Company, i.e. M/S. AKC Steel Industries Ltd. and does not have any joint ventures, during the year under review.

The Company on recommendation of its Nomination & Remuneration Committee has laid down a Nomination, Remuneration and Evaluation Policy, in compliance with the provisions of the Companies Act, 2013 read with the Rules made therein and the Listing Agreement with the stock exchanges (as amended from time to time). This Policy is formulated to provide a framework and set standards in relation to the followings: a. Criteria for appointment and removal of Directors, Key Managerial Personnel (KMP) and Senior Management Executives of the Company. b. Remuneration payable to the Directors, KMPs and Senior Management Executives. c. Evaluation of the performance of the Directors. d. Criteria for determining qualifications, positive attributes and independence of a Director.

There has been no change in the policy since last fiscal. The remuneration/ sitting fees paid to the Directors are as per the terms laid out in the Nomination and Remuneration Policy of the Company. The detailed Nomination & Remuneration Policy of the Company is placed on the Companys website and can be viewed at www.beekaysteel.com

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder. Internal Complaints Committee (ICC) has been set up to redress and resolve complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral. During the year under review, no complaints with allegations of sexual harassment were filed.

The industrial relation during the year 2024-25 had been cordial. The Directors take on record the dedicated services and significant efforts made by the Officers, Staffs and Workers towards the progress of the Company.

The Board of Directors take this opportunity to express their appreciation for the cooperation and assistance received from the Government of India, the State Governments of Andhra Pradesh, Tamil Nadu, West Bengal, Jharkhand and Odisha; the financial institutions, banks as well as the shareholders during the year under review. The Directors also wish to place on record their deep sense of appreciation of the devoted and dedicated services rendered by all employees of the Company.