Beekay Steel Industries Ltd Directors Report

The Board of Directors are pleased to present the 45 th (Forty-Fifth) Annual Report on the business and operations of your Company together with the Companys Audited Financial Statements (Standalone and Consolidated) for the finan cial year ended 31 st March, 2026.

Financial Results (Rs. in Crores)

	Standalone		Consolidated
Particulars	Financial Year	Financial Year	Financial Year	Financial Year
	2025-26	2024-25	2025-26	2024-25
Revenue from Operations	1175.04	1076.35	1175.04	1076.35
P rofit before interest, depreciation & taxation	116.60	161.14	116.60	161.15
Finance Cost	23.45	17.21	23.71	17.47
Depreciation	40.71	30.36	42.83	33.23
P rofit before taxation	52.07	113.57	49.68	110.45
- Current Tax	-	14.30	-	14.30
- Deferred Tax	14.28	8.54	14.28	8.54
- Prior year I. Tax adjustments	(0.20)	(0.30)	(0.20)	(0.30)
P rofit after taxation	37.99	90.43	35.60	87.31
Share of P rofit /(Loss) from Associates	-	-	0.94	1.51
Balance brought forward	927.38	839.10	922.50	835.83
P rofit available for appropriation	965.37	929.53	959.04	924.65
Appropriation
Dividend-Equity Shares	1.90	1.90	1.90	1.90
Dividend Tax	-	-	-	-
Re-measurement of net define d b enefit plan(net of tax)	0.41	0.25	0.41	0.25
Balance carried forward	963.06	927.38	956.73	922.50

Financial Results highlights

The Standalone revenue from Operations for the finan cial year 2025-26 was Rs.1175.04 Crores which was 9.17 % higher than the revenue of Rs. 1076.35 Crores in finan cial year 2024-25.

EBITDA (including Other Income) for the finan cial year 2025-26 stood at Rs. 116.60 Crores as against Rs. 161.14 Crores in the previous finan cial year, registering a decrease of 27.64%.

Net P rofit for the finan cial year 2025-26 stood at Rs. 37.57 Crores as against Rs. 90.18 Crores in the previous finan cial year, registering a decline of 58.34%. The reduction in net p rofit was primarily attributable to an increase in the cost of materials consumed, coupled with higher employee b enefit expenses, finan ce costs, depreciation and amortization expenses, and other operating expenses, which exerted pressure on the Companys p rofit ability during the year.

Earnings Per Share (EPS) for the finan cial year ended 31 st March, 2026 stood at Rs. 19.70 as compared to Rs. 47.28 in the previous finan cial year. The decline in EPS was in line with the reduction in the Companys p rofit after tax, primarily due to higher input and operating costs during the year.

Operational Highlights

1. The Company also witnessed a decrease in terms of volume of production from 6,63,197 Metric tons to 6,40,838 Metric tons in our Rolling Mills.

2. Sponge Iron Production: 95,010 Metric tons (Previous year: 65,606 Metric tons)

3. Silico Manganese Production: 6,980 Metric tons (Previous year: Nil)

4. Billets Production: 46,063 Metric tons (Previous year: Nil)

5. Power Generation: 9,57,85,600 Kwh (Previous year: 1,28,95,400 Kwh) The Company is also focused on increasing capacity utilization of all units, improving product-mix, reducing operating costs, launching new products and improving operational efficien cy with technology upgradation.

Dividend

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 31 st March, 2026 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. The dividend will be paid out of the p rofit s for the year. The dividend recommended by the Board is in accordance with the Companys Dividend Distribution Policy.

The Record Date fix ed for determining entitlement of Members to dividend for the finan cial year ended March 31, 2026, if approved at the AGM, is 18 th September, 2026.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders effect ive 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 and any amendment thereto.

Dividend Distribution Policy

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

Expansion of Cuttack Unit

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 8 th September 2025 the Company has commenced the commercial production for the divisions, viz. Billets, Silico Manganese, TMT Bars & Power (AFBC). This will help to cater the captive requirements as well as to meet the market demand of the Steel product.

Investor Education and Protection Fund (IEPF)

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 n otifi cations 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. 2018-19, as per the IEPF Rules n otifi ed 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.

Share Capital

The paid up equity share capital as on March 31, 2026 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 finan cial year 2025-26.

Finance

Cash and cash equivalents as at March 31, 2026 stands Rs. 116.93 Lakhs (Previous year Rs. 132.17 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.

Deposits

Your Company has not accepted any deposits during the year, no deposits remained unpaid or unclaimed as at the end of the finan cial year 2025-26 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

Transfer to Reserve

The Board of Directors has decided to retain the entire amount of p rofit for the Financial Year 2025-26 in the statement of p rofit and loss, hence, not transferred any amount to reserves out of the p rofit for finan cial year 2025-26.

Particulars of Loans, Guarantees or Investments

The Company has not given any loans or provided any guarantees during the year. The Company has made further investment about Rs. 1.50 Crores in Optionally Convertible Debentures of its Wholly Owned Subsidiary (WOS) during the year under review. The total investment in Optionally Convertible Debentures of its WOS by the Company is about Rs. 21.045 Crores. 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 31 st March, 2026 and form a part of this Annual Report.

Internal Financial Controls

The Company has in place an adequate and robust system for internal finan cial 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 i dentifi cation and management of risks, the procedure-led v erifi cation of all compliance as well as an enhanced control consciousness.

The Audit Committee of the Company evaluated the adequacy of internal finan cial control. During the year such controls were tested with reference to finan cial 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 finan cial control over finan cial reporting and the report of the same is annexed with Auditors Report.

Based on the framework of internal finan cial 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 finan cial controls over finan cial 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 finan cial controls were adequate and effect ive during the FY 2025-26.

Corporate Social Responsibilities

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 differ ent 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 finan cial year 2025-26, the Companys total CSR obligation amounted to Rs. 2,74,05,756/- (Prev. year Rs. Rs. 3,36,06,131/-). The actual CSR expenditure incurred by the Company during the finan cial year was Rs. 2,74,05,756/- towards CSR activities as s pecifi ed under Schedule-VII of the Companies Act, 2013. There is no unspent CSR amount for 2025-26.

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

Number of Meetings of the Board

The Board of Directors met 4 (four) 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 finan cial year 2025-26 also forms part of the Corporate Governance Report.

Directors Responsibility Statement

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 31 st March, 2026, 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 affair s of the Company at the end of the Financial Year 2025-26 and of the p rofit for the year ended 31 st March, 2026;

(c) Proper and s ufficien t care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts for the year ended 31 st March, 2026, have been prepared on a going concern basis.

(e) That proper internal finan cial controls were in place and that the finan cial controls were adequate and were operating effect ively.

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

Independent Directors

Mr. Bharat Kumar Nadhani, Mr. Pranab Kumar Chakrabarty, Mrs. Shalini Jain, Mr. Sandip Kumar Kejriwal, Mr. Jyotirindu Chatterjee and Mr. Binod Kumar Tulsyan were Independent Directors on the Board of the Company as on 31 st March, 2026. Pursuant to Regulation 149 (7) of the Act, all the Independent Directors have given declaration con firm ing 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 con firm ed their ability to discharge their duties with an objective of independent judgement and without any external in fluenc e. In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity. They also fulfil the conditions s pecifi ed in the Act, Rules made thereunder and as per SEBI LODR and are independent of the Management.

Companys Policy on Directors Appointment and Remuneration

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, finan ce, 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 Remuneration Policy of the Company is in place.

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 i dentifi cation of the Board Members and appointment of senior management.

Criteria for i dentifi cation of the Board Members

The Board Member shall possess appropriate skills, q ualifi cation, characteristics and experience. The objective is to have a Board with diverse background and experience in business, government, academics, technology, human resources, social responsibilities, finan ce, 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 s ufficien t time and energy in carrying out their duties and responsibilities effect ively. 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 a firm 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

Credit Rating

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 a firm ed/assigned as IND A with Stable outlook by India Rating and Research (Ind -Ra), a wing of international rating agency the FITCH Group.

Related Party Transactions

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 price, 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 were no materially s ignifi cant related party transactions with the Companys Promoters, Directors and others as define d 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: -

Name of the Promoter/ Promoter Group	Nature of Transaction	(Rs. in Lakhs)
Suresh Chand Bansal	Managerial remuneration	207.00
Century Vision Pvt. Ltd.	NIL	NIL

Risk Management

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 finan cial year 2025-26 witnessed considerable global economic and geopolitical challenges including the prolonged Russia - Ukraine war, USA & Iran War, Israel & Iran War, Trade and Tari_ war, Elections in multiple countries & States in India, 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 define s 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

Board Evaluation

The Board evaluates the effect iveness 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 fulfil ment 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, effect iveness 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, effect iveness 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 s atisfi ed with the evaluation results, which reflect ed 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.

Directors and Key Managerial Personnel

(i) Directors - Retirement by Rotation:

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. Gautam Bansal, (DIN : 00102957) Director of the Company would retire by rotation from the Board and being eligible, offer s 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.

(ii) Appointment/ Re-appointment of Directors/ Executive Directors:

Appointment/Re -appointment/Retirement/ term completion

Pursuant to the provisions of Sections 152 & 161(1), read with Schedule IV and other applicable provisions of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Lokanath Sahu (DIN: 11376365) has been recommended by the Nomination and Remuneration Committee (NRC) and then appointed by the Board of Directors at their meeting held on 12 th November, 2025 as an Additional Director ( designated as Independent Director) of the Company with effect from 12 th November, 2025 and pursuant to the provisions of Sections 152,196, 197, and 203 read with Schedule V and other applicable provisions of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and upon recommendation by the Nomination and Remuneration Committee and approval of the Board of Directors, Mr. Lokanath Sahu (DIN: 11376365) was appointed as a Wholetime Director (Operation) of the Company for a period of 5 ( five ) years, w.e.f 12 th November, 2025 till 11 th November, 2030.

Pursuant to the provisions of sections 149, 152 and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Q ualifi cation of Director) Rules, 2014 Mr. Binod Kumar Tulsyan (DIN: 09025810) has been recommended by the Nomination and Remuneration Committee and then appointed as an Additional Director (Independent) by the Board of Directors at their meeting held on 12 th November, 2025. The Board recommended his appointment as Independent Director subject to the approval by the Members of the Company at the ensuing AGM.

As per regulation 17(1C) of SEBI-LODR, 2015 (as amended), the Company has already got approval of their appointment on 7 th January, 2026 i.e. within 3 months of their appointment by means of Postal Ballot.

The p rofile and particulars of experience, attributes and skills of the appointed/re-appointed Directors are disclosed in the Notice of AGM.

(iii) Wholetime Key Managerial Personnel (KMP):

During the year under review Mr. Mukesh Chand Bansal, Executive Director and Mr. Rabindra Kumar Sahoo, Company Secretary and Compliance Officer , continued to serve as the Key Managerial Personnel of the Company. However, during the year under review, there was a change in the Chief Financial Officer (CFO) of the Company. Pursuant to the provisions of Section 203 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule thereunder, and based in the recommendation of Nomination and Remuneration Committee and the Audit Committee, Mr. Ashok Agarwal was appointed as the Chief Financial Officer (CFO) of the Company (designated as the Key Managerial Personnel) of the Company, w.e.f 14 th February,2026 in place of Mr. Manav Bansal, who resigned from the office of Chief Financial Officer (CFO) of the Company w.e.f 14 th February,2026.

None of the Directors of the Company are disq ualifi ed 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.

Details of s ignifi cant and material orders passed by the regulators, courts and tribunals impacting the going concern status and companys operations in future

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

Changes in the nature of business, if any

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

Vigil Mechanism / Whistle Blower Policy

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.

Details relating to Remuneration of Directors, Key Managerial Personnel and Employees

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.

Companys Website

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 P rofile , 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 has been uploaded.

Performance & Financial Position of Associate and Wholly Owned Subsidiary

AKC Steel Industries Ltd. is an Associate Company listed with CSE and deals in machining jobs manufacturing and trading of steel. It has reported total revenue of Rs. 8.63 Crores (Previous Year Rs. 10.31 Crores) and has earned a p rofit of Rs. 257.37 Lakhs (Previous Year earned a p rofit of Rs. 411.04 Lakhs) during the year under review.

Beekay Utkal Steel Private Limited is a wholly owned subsidiary (WOS) 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. 1.50 Crores during the year under review (previous year Rs. 2.07 Crores). The total investment including the investment made during the year in WOS is Rs. 21.05 Crores.

Auditors and Auditors Report

Statutory Auditors:

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 con firm ed that they are not disq ualifi ed 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 q ualifi cations, reservations, adverse remarks, or disclaimers.

Secretarial Auditor:

The Secretarial Audit Report (MR-3), issued by Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary, Kolkata, for the f.y. 2025-26, is given in Annexure - C to this Report. The Secretarial Audit Report does not contain any q ualifi cation, reservation, disclaimer or adverse remark.

The Secretarial Compliance Report for the finan cial year ended 31 st March 2026, 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 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, Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary, Kolkata (Membership No.:3811 ; CP No.: 3982), Peer Reviewed firm , was appointed as Secretarial Auditors of the Company for the period of 5 (Five) Years from the Fy-2025-26 and would continue to hold the office of Secretarial Auditors till the conclusion of the 49 th AGM of the Company for the f.y. 2029-30. The Secretarial Auditors have con firm ed that they are not disq ualifi ed from continuing as Auditors of the Company.

C ertifi cate for Non - Disq ualifi cation of Directors

The C ertifi cate for Non-disq ualifi cation of Directors issued by Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary (FCS 3811) for the year ended on 31 st March, 2026 attached herewith as Annexure - D.

Cost Auditors

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 2026-27.

The Audit Committee has also received a C ertifi cate 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 Affair s within the stipulated time period and the Cost Audit Report for the finan cial year 2024-25 has already been file d 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.

Secretarial Standards

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 effect ively. The company is compliant with all the Mandatory Secretarial Standards as issued by the Institute of Company Secretaries of India.

Corporate Governance

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 c ertifi cate from Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary regarding Compliance of Conditions of Corporate Governance, c ertifi cation by M.D./CEO and the Management Discussion & Analysis Report are attached herewith which forms part of this Annual Report.

Management Discussion and Analysis 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 affair s, performance and outlook of the Company is annexed to the report and forms an integral part of this report.

Business Responsibility 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 finan cial year 2025-26 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.

Stock Exchange Listing

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 finan cial year 2026-27.

Code of Conduct

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.

Code of Conduct for Prevention of Insider Trading

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

Energy conservation, technology absorption and foreign exchange earnings and outgo

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-E, annexed hereto and forms a part of this report.

Consolidated Financial Statements

The Audited Consolidated Financial Statements of your Company for the Financial Year 2025-26 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 finan cial 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-F.

In accordance with Section 136 of the Companies Act, 2013, the audited finan cial statements, including the consolidated finan cial statements and related information will be available on our website. The Company will also make available copy on s pecifi c request by any member of the Company, interested in obtaining the same. These finan cial 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

Disclosures as per applicable act and SEBI LODR regulation i) Composition of Audit Committee:

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.

ii) Recommendation by Audit Committee:

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

iii) Composition of Nomination & Remuneration Committee

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.

iv) Composition of Stakeholders Relationship Committee

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.

v) Composition of Corporate Social Responsibility Committee

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.

vi) Risk Management Committee

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 effect iveness. Pursuant to the amended provisions of Regulation 21 of the SEBI (LODR) Regulations, 2015, the Board has constituted the Risk Management Committee under the Chairmanship of Mr. Manav Bansal, Wholetime Director 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 i dentifi ed Risk Management Policy to minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The Policy also define s 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.

viii) Material changes and commitments, if any, affect ing the finan cial position between the end of the finan cial year and date of the report

There is no such material changes that affect ed the finan cial position between the end of the finan cial year and date of the report.

ix) Risk Analysis

The Company has well define d 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 i dentifi ed are systematically addressed by the concerned process owners through risk mitigation actions on a continuing basis.

x) Extracts of Annual Return

Pursuant to Section 92 of the Companies Act, 2013 and amendments thereof and in compliance of the Companies (Amendment) Act, 2017, effect ive August 28, 2020, the draft Annual Return for the finan cial year 2025-26 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 / modifi cations as may be required to carry out subsequent to the adoption of the Directors Report by the Shareholders at the 45 th Annual General Meeting and receipt of C ertifi cate 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 file d with the Ministry of Corporate Affair s would be furnished on the website of the Company.

xi) Subsidiaries, Associates or Joint Ventures:

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

xii) Nomination, Remuneration and Evaluation Policy:

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 q ualifi cations, 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

S ignifi cant & Material Orders Passed By The Regulators Or Courts Or Tribunals Impacting The Going Concern Status And Companys Operations In Future

There have been no s ignifi cant & material orders passed by regulators / courts / tribunals impacting going concern status and Companys operations in future.

Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Beekay Steel upholds a zero-tolerance approach to sexual harassment at the workplace. The Company follows a comprehensive policy on prevention, prohibition, and redressal of sexual harassment, aligned with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and its applicable Rules made thereunder, as amended from time to time.

Industrial relations

The industrial relation during the year 2025-26 had been cordial. The Directors take on record the dedicated services and s ignifi cant effort s made by the Officer s, Staff s and Workers towards the progress of the Company.

Appreciation

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 finan cial 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.

Male	Female	Transgender
1,013	10	NIL

During the year under review, no complaints with allegations of sexual harassment were file d.

Compliance with Maternity B enefit Act, 1961

During the FY2025-26, the Company has complied with all the applicable provisions relating to the Maternity B enefit Act, 1961.

Gender-Wise Composition of Employees

In compliance with the principles of Diversity, Equity and Inclusion (DEI), the gender-wise composition of employees of the Company are as follows :

Number of complaints received	Number of complaints resolved	Number of complaints pending
NIL	NIL	NIL

The Company has complied with the requirements for constituting Internal Complaints Committees across its locations as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The summary of the Sexual Harassment complaints received during the year 2025-26 are as under:

For and On behalf of the Board of Directors
For Beekay Steel Industries Ltd.

Suresh Chand Bansal
Executive Chairman
(DIN:00103134)

Manav Bansal
Wholetime Director
(DIN:00103024)