Indian Bright Steel Company Ltd Directors Report

The Members,

The Directors present the 64th Annual Report together with the Audited Statement of Accounts for the nancial year ended March 31, 2025.

1. FINANCIAL RESULTS

Your Companys performance for the nancial year ending 31st March 2025 is stated below:

2. TRANSFER TO RESERVE

3. DIVIDEND

Your Directors have not recommended any dividend for the nancial year under review.

4. SHARE CAPITAL

During the nancial year, the Company has issued and allotted 1,10,50,000 (One Crore Ten Lakhs Fifty Thousand) Equity Shares of Rs. 10/- (Rupees Ten only) each at an issue price of Rs. 16/- (Rupees Sixteen Only) per share, to the respective allottees who have exercised their option of conversion of warrants into Equity Shares.

Further, post 31st March, 2025, the Company had Issued and allotted 53,17,529 (Fifty three Lakhs seventeen thousand ve hundred twenty nine Only) Equity Shares of Rs. 10/- (Rupees Ten only) each at an issue price of Rs. 98/- (Rupees Ninety Eight Only) per share, on preferential basis. The issued, subscribed and paid-up equity share capital as on the date of the Notice to the Annual General Meeting is Rs. 40,49,31,540 divided into 4,04,93,154 equity shares of Rs. 10/- each.

5. LISTING ON STOCK EXCHANGES

The equity shares of the Company are listed on Bombay Stock Exchange (BSE).

6. DEPOSITS

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classi ed as ‘Deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies

7. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of Loans, Guarantee and Investments have been disclosed in the notes to nancial statements.

8. SUBSIDIARY & ASSOCIATES COMPANY

During the year under review, your Company has acquired balance 29% stake in NAE Mobility Private Ltd having its Registered Office situated at 27 K M, Mysore Road, Sheshagirhalli, Bangalore, Karnataka, India, 562109 engaged in the business of Manufacturing of Electric Vehicles thereby making it a 100% Wholly Owned Subsidiary. As per the provisions of Section 129(3) of the Act, a statement containing salient features of the nancial statements of the Companys subsidiary in Form AOC-1 is attached to the nancial statements of the Company as Annexure A.

9.MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of the nancial conditions, future outlook and results of the operations of the Company for the year under the review, as stipulated under Regulation 34 (2) (e) of SEBI (LODR) Regulations, 2015 is given under separate section of this Annual

10. ANNUAL RETURN:

In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013 the Annual Return referred in sub-section (3) of Section 92 will be placed on the website of the Company https://www.azadindiamobility.com/.

11.CORPORATE GOVERNANCE

Your Company follows the highest standards of Corporate Governance best practices. It adheres to and has implemented the requirements set out by SEBIs Corporate Governance norms. A separate section on Corporate Governance forms a part of the Directors Report. A certi cate con rming the compliance of the conditions of Corporate Governance as stipulated in Listing Regulations from Janki Brahmbhatt, Practicing Company Secretaries, is forming part of the Annual Report.

12. DIRECTORS & KEY MANAGERIAL PERSONNEL DIRECTORS

The composition of Board of Directors as on March 31, 2025 is as follows:-

the criteria of independence as prescribed under Section 149 (6) of the Companies Act, 2013.

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 of the Act read with Rule 6 of the Companies (Appointment & Quali cation of Directors) Rules, 2014 as per the Ministry of Corporate Affairs Noti cation dated October 22, 2019. In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Charnjit Singh Chadha, Director of the Company retires by rotation and being eligible offers them for reappointment at the ensuing Annual General Meeting. Pursuant to Regulation 36(3) of SEBI (LODR) Regulations, 2015, brief resume of Mr. Charnjit Singh Chadha, nature of their expertise in speci c functional area and names of Companies in which he is a Director and Member/Chairperson of Committees of Board, are provided in the Notice forming part of the Annual Report.

Further, based on the con rmations received, none of the Directors are disquali ed for appointment under Section 164 of the Companies Act,

13. REMUNERATION TO NON-EXECUTIVE DIRECTORS:

During the nancial year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committees of the Company.

14. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Board was carried out by the Nomination & Remuneration Committee in accordance with the Board Performance Evaluation Policy of the Company through a structured evaluation process covering various aspects of the Boards functioning such as diversity in composition of the Board & Committees, its roles & responsibilities, experience & competencies, performance of speci c / general duties & obligations, etc.

The Independent Directors were evaluated on additional criteria of independence and applicability of independent views and judgment in the decision-making process of all matters considered important.

15. AUDITORS a) STATUTORY AUDITORS

The Company has appointed M/s. R Bhargava & Associates, Chartered Accountants (Firm Registration No. 0127887N), as the Statutory Auditor of the Company for a period of 5 consecutive years at the 60th Annual General Meeting held on 30th September 2021 until the conclusion of 65th Annual General Meeting. The Company has received written consent and certi cate of eligibility from the Statutory Auditors of the Company under Section 139(1) of the Act and rules framed thereunder. b) AUDITORS REPORT

The statutory auditors report for the nancial year 2024-25 does not contain any quali cations, reservations or adverse remarks. The auditors report is attached to the nancial statements. There are no frauds reported by the auditors of the Company under sub-section 12 of section 143 of the Companies Act, 2013 during the nancial year under review. Provisions of Section 148 of the Companies Act, 2013 regarding maintenance of cost records and audit thereof are not applicable to your Company. c) SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Report M/s. Janki & Associates, Practicing Company Secretary is provided in the Annexure B forming part of this Report, pursuant to Section 204 of the Companies Act, 2013.

As regards the Secretarial Audit report the comments are as under: d) INTERNAL AUDITOR

Based on the recommendations of Audit Committee, the Board has approved the appointment of M/s Pratik Satyuga & Company, Chartered Accountant (Firm Registration No.: 148858W) as the Internal Auditor of the Company, with effect from 05 September, 2024 for the nancial year 2024-2025, in place of Ms. Gunjan Gangwal, Chartered Accountant.

Internal Audit is carried out on a quarterly basis, and the report is placed in the Meetings of the Audit Committee and the Board for their consideration and direction. Their scope of work is as decided by the Audit Committee and the Board of Directors.

16. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Board is responsible for establishing and maintaining adequate internal nancial control as per Section 134 of the Act. Your Companys internal control systems and processes commensurate with scale of operations of the Business. Periodical reviews are carried out by the Internal Auditors and are subject to assessment and trial to provide reasonable assurance as to reliable information & compliance. The Board enquired from both the Statutory and Internal Auditors, whether they have reviewed the prevailing internal control systems in the Company and whether they were satis ed that the internal controls were adequate and complied with. Both of them stated that the prevailing internal control systems were adequate and were functioning satisfactorily for the year under review was apprised by the Audit Committee and noted by Board.

17. PARTICULARS OF EMPLOYEES

Disclosures 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 been annexed to this report as ‘Annexure C.

None of the employees of the Company are being paid remuneration exceeding the prescribed limit under the said provisions and rules.

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

Particulars required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption, foreign exchange earnings and outgo, are given in ‘Annexure D forming part of this report

19. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The meetings of the Board of Directors are scheduled well in advance and generally held at the registered office of the Company. The Board meets at least once a quarter to review the quarterly results and other items of the Agenda.

During the nancial year ended on March 31, 2025, Thirteen (13) Board Meetings were held. The dates on which the Board Meetings were held are as follows: 19.04.2024, 20.04.2024, 06.05.2024, 09.05.2024, 14.08.2024, 05.09.2024, 30.09.2024, 13.11.2024, 20.01.2025, 13.02.2025, 03.03.2025, 11.03.2025, 28.03.2025.

20. NUMBER OF AUDIT COMMITTEE MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The members of the Audit Committee are nancially sound and literate. During the nancial year ended on March 31, 2025, Six (5) Audit Committee Meetings were held. The dates on which the Audit Committee Meetings were held are as follows: 06.05.2024, 14.08.2024, 13.11.2024, 13.02.2025 and 28.03.2025.

21. NUMBER OF NOMINATION OF REMUNERATION COMMITTEE MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the nancial year ended on March 31, 2025, One (1) Nomination and Remuneration Committee Meeting was held on 06.05.2024.

22. CORPORATE SOCIAL RESPONSIBILITY

Provisions of Section 135 of the Companies Act, 2013, read with applicable Rules, not applicable to the Company during the year under review.

24. DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE

25. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

Pursuant to the provisions of Section 178 of the Act read with the Rules made thereunder, the Company has in place, a Policy on “Criteria for appointment of Directors, Key Managerial Personnel, Senior Management Employees and their remuneration.” There has been no change in the aforesaid policy during the year under review. The Policy is available on the website of the Company and can be accessed at Nomination and Remuneration Policy”) (https://www.azadindiamobility.com/).

26. RISK MANAGEMENT

Internal nancial control system and timely review of external, operational and other risks enables the Board of your company towards identi -cation and mitigation of the risks. The Companys approach to mitigate business risks is through periodic review and reporting mechanism to the Audit Committee and the Board and thereby maximizing returns and minimizing risks.

27. VIGIL MECHANISM

The Company has established a Vigil Mechanism Policy for the employees to report their genuine concerns or grievances. The Audit Committee of the Company oversees the Vigil Mechanism. However, no instances of fraud or other irregularities have been observed, which need to be reported to the Board/Audit Committee. The Policy is available on the website of the Company (https://www.azadindiamobility.com/).

28. COMPLIANCE WITH CODE OF CONDUCT:

A declaration signed by the Managing Director affirming compliance with the Companys Code of Conduct by the Directors and Senior Management Personnel, for the nancial year 2024-25 as required under Schedule V of the SEBI LODR Regulations forms part of this Annual Report

29. MATERIAL CHANGES, IF ANY, AFFECTING THE COMPANY:

During the year under review, your Company has acquired balance 29% stake in NAE Mobility Private Ltd having its Registered Office situated at 27 K M, Mysore Road, Sheshagirhalli, Bangalore, Karnataka, India, 562109 engaged in the business of Manufacturing of Electric Vehicles thereby making it a 100% Wholly Owned Subsidiary.

30. SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS/COURTS, IF ANY

31. RELATED PARTY TRANSACTIONS

The contracts or arrangements made with related parties as de ned under section 188 of the Companies Act, 2013 are detailed in the Financial Statement. The details of the same in given in AOC 2 annexed to the Board Report forming part of Annexure A.

32. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 (3) (c) of the Companies Act, 2013: a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there have are no material departures; b) They 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 as at 31st March, 2025 and of the pro t or loss of the Company for that period; c) They have taken proper and sufficient care 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) They have prepared the annual accounts on a going concern basis; e) They have laid down internal nancial controls to be followed by the Company and that such internal nancial controls are adequate and were operating effectively; “Internal nancial control” means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable nancial information. f) They have devised proper systems to ensure compliance with the provision of all applicable laws and that such systems are adequate and operating effectively.

33. DISCLOSURE IN RESPECT OF STATUS OF APPLICATION OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE

During the year under review and as at 31st March, 2025, no application was made or any proceedings were pending under the Insolvency and Bankruptcy Code, 2016.

34. DISCLOSURE AS PER SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

35. ACKNOWLEDGEMENT

Your Directors acknowledges the efforts of its employees, at all levels, for their continued hardwork, dedication and commitment towards the growth of the Company. The Directors also places on record continued support of its investors, clients, vendors, bankers and nancial institutions during the year under review and look forward for the same in the years to come. The Company also expresses its sincere gratitude to the Stock Exchanges, Regulatory Authorities and all the government agencies for the continued support extended during the year 2024-25.

By Order of the Board of Directors

For Azad India Mobility Ltd

sd/-

Bupinder Singh Chadha