Orissa Minerals Development Company Ltd Directors Report

FOR THE FINANCIAL YEAR 2024-25

Dear Member,

On behalf of the Board of Director of the Company, I take great pleasure in presenting the 107th Annual Report of the Company for the financial year ended 31stMarch, 2025together with the Audited Statements of Accounts, the Auditor Report and Comments on the Accounts by the Comptroller and Auditor General of India.

? FINANCIAL RESULTS

The financial results of M/s. OMDC for the year 2024-25in comparison with previous financial year 2023-24are given in Table below:

PARTICULARS	For the year ended 31-03-2025 (Rs. in Lakhs)	For the year ended 31-03-2024 (Rs. in Lakhs)
Income:
Revenue from operations	6461.59	8227.92
Other Income	638.58	710.20
Total Income	7100.17	8938.12
Total Expenditure (InclgDepcn& Amortisation)	11940.57	9469.00
Depreciation & Amortization	391.76	487.48
Net profit before tax	(4840.40)	(530.88)
Tax Expenses	(818.01)	(812.79)
(a) Current tax	-	-
(b)Deferred tax	(818.01)	(812.79)
Net profit after tax	(4022.39)	281.91
Total Other Comprehensive Income	(61.55)	(75.55)
Total Comprehensive Income	(4083.94)	206.35
Appropriations	-	-
General Reserve	32474.35	32474.35
Payment of Dividend	NIL	NIL

? REVIEW OF THE FINANCIAL PERFORMANCE

Total earning of Rs 71.00 Crs includes sales of Rs 64.62 Crs and interest received from the term deposits of Rs 2.00 Crs during the FY 2024-25. The interest income is reduced during the year from the previous year due to depletion of funds by encashing of FDs and paying off the principal and accrued interest against Short-term loan.

On the other hand, the interest expense is coming down to Rs. 22.41Crs in current financial year-2024-25 as compared to Rs. 30.61Crsof previous financial year (2023-24)due to interest

liabilities were running simultaneously against the Short-Term Loan of Rs.310 Cr taken for payment of compensation and interest bearing Trade advance received from RINL.

The company has obtained an Inter-corporate loan of Rs 176.53 Crs (out of sanctioned loan of Rs. 284.55 Cr) during the current financial year from parent company RINL to be exclusively utilised for operationalisation of Belkundi and Bhadrasahi Iron & Manganese Ore mine by making payment towards statutory dues.

Profit/ (Loss) before tax stands at Rs. (48.40) Crsas compared to Rs. (5.31) Crs for the previous financial year. Profit/(Loss) after tax is Rs. (40.22)Crs as compared to Rs. 2.82Crs in the previous financial year.

? OUTPUT AND DISPATCH

The company achieved significant progress towards bringing the mines into operation. Mining operation in Bagiaburu mines started in December2023. The company is in the process of obtaining statutory clearances for other two mines, namely: Belkundi & Bhadrasahi.

Dispatch from Bagiaburu mines was 1,00,862 MT during FY 2024-25.Undisposed stock of minerals dispatched from Bhadrasahi mines was 1,00,791 MT.

? DIVIDEND

In view of accumulated losses incurred till FY 2024-25, your company has not proposed any dividend for the year 2024-25.

? OTHER INCOME

Company continued its prudent cash planning to focus on judicious management of its funds. As per the Government guidelines, the Company deployed the funds in fixed deposits and earned an interest income of Rs. 2.00 Crs on fixed deposits during the year which is included under other income of the Statement of Profit & Loss Account.

? NETWORTH

The net worth of the Company as on 31st March,2025 (FY-24-25) is decreased to Rs. (51.58) Crs as compared to Rs. (10.74) Crs on 31st March, 2024, on account of some provisions made on doubtful recovery in the accounts in current FY-2024-25.

? TRANSFER TO RESERVES

During the year 2024-25, the Company did not transfer any amount to General Reserve out of Profit and Loss Account.

? INVESTOR EDUCATION AND PROTECTION FUND

During the year 2024-25, the Company hasnot transferred any amount to Investors Education and protection fund. The unclaimed dividend for the financial years 2012-13 (Rs. 3.40 Lacs), 2013-14 (Rs. 1.35 Lacs) & 2014-15 (Rs. 6.02 Lacs) were transferred to IEPF in FY 2024-25. The Company is in the process of activating the dividend accounts pertaining to 2015-16 and 2016-

17, once the activation of dividend accounts is completed, the unclaimed dividend pertaining to these financial years will be transferred to IEPF.

? SHARE CAPITAL

The paid-up Equity Share Capital as on March 31, 2025 was Rs. 60 Lakhs divided into 60 Lakhs equity share of face value of Re.1 each. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity and also not issued any Debentures.

As on March 31, 2025, none of the Directors of the Company hold shares or convertible instruments of the Company.

? MEETINGS OFTHE BOARD OF DIRECTORS

The Board met 7 nos. (Seven) times during the year 2024-25 compared to 6 nos. (Six) Meetings during CPLY. The details of Board Meetings are provided in the Corporate Governance Report annexed with this Board Report. The gap between any two Board Meetings held during the year have not exceeded time limit as prescribed under the act.

? DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTOR

In terms of Section 149(7) of the Companies Act, 2013 necessary declaration has given by each Independent Director stating that he/she meets the criteria of Independence as provided in sub section (6) of Section 149 of the Companies Act, 2013.

? AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming part of this Annual Report. There have been no instances where the Board has not accepted the recommendations of the Audit Committee. During the year, 4(four) Audit Committee Meetings were held and the details of which are given in the Corporate Governance Report. The intervening gap between these Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

? NOMINATION AND REMUNERATION COMMITTEE

The company had constituted Nomination and Remuneration Committee consisting of Non- Executive Directors. The composition and terms of reference of the Committee has been furnished in the Corporate Governance Report forming part of this Annual Report. During the year, no Nomination and Remuneration Committee Meeting was held and the details of which are given in the Corporate Governance Report.

Being a Central Public Sector Enterprise, the appointment, tenure, performance evaluation, remuneration, etc., of Directors are made/fixed by the Government of India. The remuneration of officer is decided as per Government guidelines on Pay Revision and remunerations of other employees of the company are decided as per Wage Settlement Agreement entered into with the Employees Union. The appointments/promotions etc. of the employees are made as per Recruitment and Promotion Policy approved by the Board.

? STAKEHOLDER RELATIONSHIP COMMITTEE

The composition and terms of reference of the Stakeholder Relationship Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. During the year, no Stakeholder Committee Meeting was held and the details of which are given in the Corporate Governance Report.

? CORPORATE SOCIAL RESPONSIBILITY(CSR) COMMITTEE

Corporate Social Responsibility (CSR) has been an integral part of our business philosophy and your Company has been following it much before it became a norm for the corporate sector in India. As the Average net profits of OMDC for the last three years is negative, no amount was allocated to CSR during FY 2025-26.

However, Your Company is focused in areas such as Health, Education, Employment generation, Empowerment of women and Drinking Water etc. which are enumerated under schedule VII of Companies Act, 2013.

? PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loan, guarantee or made investment in securities during FY2024-25.

? RELATED PARTY TRANSACTIONS

The Company has not entered into any materially significant related party transactions that may have potential conflict with the interests of the company at large. Nonetheless, transactions with related party have been disclosed in Note no 35 of Notes to the Accounts. Hence no disclosure is made in form AOC-2 as required under Section 134(3) read with rule 8 of the Companies (accounts) Rules, 2014. Company has Related Party Transaction Policy and the same is made available at its website.

? FUTURE OUTLOOK

Public Hearing of Belkundi mines was conducted successfully on 17.08.2024. Co-terminus Forest Clearance (FC) for Belkundi mines was granted by MoEF & CC, Govt. of India.

Exploring the possibility for enhancement of production capacity in near future through upgradation in technological aspects is incorporated in the MDO contract for the operationalization of Belkundi mines.

Exploration work to access the minable reserves at Bagiaburu Mine is under progress which will enable to enhance capacity.

? STATUS OF THE MINING LEASES:

? OMDC Leases

? Mining Lease: Orders for extension of validity of lease period have been received from Govt. of Odisha for Belkundi mining lease up to 15.08.2026, for Bagiaburu mining lease upto 10.10.2041 and for Bhadrasahi mining lease upto 30.09.2030.

? Mining Plan: Approval of Mining Plan (MP) has been obtained for Bagiaburu mines up to 31.03.2026 and for Bhadrasahi mines up to 31.03.2030. The Mining Plan for Belkundi mines is valid up to 31.03.2026.

? Environment Clearance: EC for Bagiaburu was received on 14.07.2023.

? Forest Clearance: Stage-II Forest Clearance of Bagiaburu mines has been issued by MoEF&CC, integrated Regional office, Bhubaneswar on 17.09.2021.The Forest Clearance Co-Terminus extension of Belkundi Mines has been granted by MoEF&CC, New Delhi on 14.09.2022. Forest clearance of Bhadrasahi Mines is at MoEF & CC, Govt. of India.

? BPMEL Leases

All the three BPMEL mining leases were non-operational due to various legal issues pending at High Court-Orissa, High Court-Calcutta, DRAT- Kolkata and Supreme Court of India etc. The cases other than pending before the Supreme Court of India are still sub-judice.

[Note: Honble Supreme Court of India in its judgement dated 17.05.2024, set aside the judgment dated 03.03.2020 passed by the High Court, Calcutta. Direction to constitute a High Powered Committee is set aside. Order says that, the question of renewal of lease would not be examined by the Company Court. Order of the State of Odisha rejecting the request for renewal of Kolha-Roida lease is upheld. It is also clarified that applications filed for renewal of Thakurani and Dalki leases be treated as rejected or dismissed. Proceeding before the Company Court of HC, Calcutta, is directed to be continued in accordance with the law. OMDC filed a Petition before the Supreme Court on 08.07.2024 (Diary No. 29806 of 2024) for review of the judgment.Apetition for review of the judgment was also filed on 08.07.2024 by one of the shareholder (Diary No. 29537 of 2024). Both the Petitions filed before the Supreme Court of India, were taken up by circulation on 21.05.2025. The Supreme Court, upon perusal of the Review Petitions and the connected papers, dismissed both the Review Petitions being devoid of justifiable reason to entertain, vide a common order dated 21.05.2025].

? INFORMATION TECHNOLOGY & TECHNOLOGY UPGRADATION

? The company has taken initiative to publish all tenders/expression of interest (EOI) in companys corporate website as well as Central Public Procurement Portal (CPPP)

? Procedure for sale of iron ore and manganese ore is designed through e-auction mode.

? E-Office software is being implemented as a file tracking system in OMDC Head office and OMDC mines.

? Processing of salaries is being done through Tally package.

? Tally based accounting package is being used to pay vendor bill and different employee entitlements through RTGS and e-payment mode.

? Regular usage of RINLs SRM Portal for conducting reverse e-auction to finalise major contracts of higher values.

107t NUAL REPORT - FY 2024- 25

? SAFETY MEASURES

Safety measures according to the provisions of the Mines Act, 1952 and relevant Rules, Regulations and also the guidelines, notified by the Director General of Mines Safety (DGMS), Govt. of India from time to time towards safety of employees engaged in mining and allied activities are followed at mines. Safe code of practices is also implemented at Workshop, plants etc during the operation and maintenance schedule. Annual Mines safety week are celebrated every year under the guidance of Director of Mines Safety, Chaibasa Region. During this celebration, competitions are organized amongst workers on different safety aspects and safety performances. Safe practices pertaining to different activities in mining operations are displayed through participation of workers in safety exhibitions. Necessary safety devices, tools and implements are provided to the concerned employees as per the statute. Innovative safety practices are also adopted by visiting neighbouring mines. Basic and refresher training is imparted to the workers in the Vocational Training Centre on respective field of work and operational activities associated with mines and plants. Disaster management plan has been put in place by the company.

? IMPLEMENTATION OF THE RIGHT TO INFORMATION ACT, 2005

Your Company is proactively complying with the provisions of the Right to Information Act, 2005. The relevant information pertaining to RTI Act 2005 is made available at the Companys website. The queries are regularly replied through a Public Information Officer and Assistant Public Information Officer. All the information sought under the Act has been furnished within the stipulated time period. Whenever there is a likely delay in reply due to unavailability of proper information within the stipulated time limit, an interim reply is always sent to the applicants. Statutory Reports like Monthly Returns, Quarterly Returns and Annual Returns and other reports as required under this Act were complied with and forwarded to the Ministry from time to time.

During the year ended on 31st March 2025, total 12applications have been received, Out of 12 applications, all were disposed off and no applications are pending.

? PROGRESSIVE USE OF HINDI

The Orissa Minerals development Company Limited (M/S. OMDC) is situated in category (C ) area as per the Official Language Act. Company has taken positive steps to enhance awareness and usage of Hindi among employees. Company had observed "Hindi Pakhwada" by way of organizing competitions and distribution of prize on essay writing, Hindi poems recitation and Hindi Anubad in which the employees took active participation. M/S. OMDC is ensuring steps under the directives of the Official Language Act to use and propagate the use of Hindi.

? EMPOWERMENT OF WOMEN

The Company continues to accord due importance to gender equality. All necessary measures/ statutory provisions for safeguarding the interests of women employees in issues like payment

of wages, hours of work, health, safety, welfare aspects and maternity benefits etc are being followed by the Company.

In compliance with the directives of the Supreme Court, guidelines relating to sexual harassment of women workers at work places were issued by Govt. of India, Ministry of Human Resources and Development. Accordingly, an Internal Complaints Committee has been constituted vide policy circular no.01/2021. No case of any harassment has been reported at any of the Mines of the Company or its Corporate Office. The directives have been widely circulated to bring awareness amongst the employees, particularly women. OMDC does not differentiate in terms of gender, and is an equal opportunity employer.

Total women employees on roll of the Company as on 31.03.2025 is 07 nos which constitute about 4.78% of its total workforce of 178 employees.

? HUMAN RESOURCES & WELFARE OF WEAKER SECTIONS OF SOCIETY

Employees on rolls of the Company as on 31.3.25 had been as compared to 212 as on 31.3.24. Strength of SCs, STs, OBCs as on 31.3.25 is given below:

Total No. of Employees	178 nos. (Exe. 53 & Non-Exe.- 125)
SC	21 nos. (Exe. 5 & Non-Exe. 16)
ST	26 nos. (Exe. 0 & Non-Exe. 26)
OBC	48 nos. (Exe. 13 & Non-Exe. 31)
Total of SC, ST and OBC	91 nos.

Due to delay in payment of wages there has been resentment among the employees. They were appraised through Unions about the Companys delicate financial position at regular intervals and contained major IR situation. Intervention of conciliation authorities (Central Labour Officials) has been sought in normalizing IR situation.

? INDUSTRIAL RELATIONS

Industrial relations in the Company and at Mines continued to be cordial during the year 2024- 25.

? VIGILANCE

Vigilance activities/events for the year 2024-25: Vigilance has been focusing on preventive and proactive Vigilance activities to facilitate a conducive environment enabling people to work with integrity, impartiality, and efficiency, in a fair and transparent manner, upholding the highest ethical to reputation and creating value for the organization.

An effort has been made to reduce the pendency of long pending Disciplinary Cases and complaints. Regular review meetings are conducted with the Management on Vigilance issues for immediate disposal. As part of preventive vigilance, various training programs on topics like Contract Handling Practices, Cyber Hygiene and Security, Ethics and Governance, Systems and

Procedures of the organization, and Preventive vigilance have been conducted for the employees of OMDC.

Vigilance Awareness Week is observed every year in line with the directives of the Commission.

? GRIEVANCE REDRESSAL MECHANISM (GRM)

Grievance Redressal Mechanism is put in place in M/S. OMDC at Unit Level and at Corporate Level. Nodal Officer has been notified for this purpose. The name & designation of the officer have been posted in the Companys website.

Status of Public/Employees Grievances from 01.04.2024 to 31.03.2025

Sl. No.	Types of Grievances	Grievances outstanding as on 01.04.2024	No. of Grievances received during the period 01.04.2024 to 31.03.2025	No. of Cases disposed of during the period 01.04.2024 to 31.03.2025	No. of Cases pending as on 31.03.2025
1	Public Grievances	NIL	NIL	NIL	NIL
2	Employee Grievances	NIL	NIL	NIL	NIL

? IMPLEMENTATION OF THE PERSONS WITH DISABILITIES ACT, 1995

M/S. OMDC being a mining organization is governed by the provisions of the Mines Act, 1952 and Rules & Regulations made there under. M/S. OMDC has implemented the provisions of "Persons with Disabilities Act, 1995".

? COMPLIANCE WITH LAW/ LEGAL REQUIREMENTS

The Company has taken measures to ensure legal compliances from all the departmental heads and the legal compliance report are placed before the Board.

? WEBSITE OF THE COMPANY

The Company maintains its website where information about the Company is provided.

? VIGILMECHANISM/WHISTLE BLOWERPOLICY

The company has a vigil mechanism for Director and Employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the companys Code of Conduct. The mechanism provides for adequate safeguards against victimization of Director and employees who avail of the mechanism. In exceptional cases, Director and employees have direct access to the Chairman of Audit Committee.

Your Company has a Whistle Blower Policy in place and the same is also made available in the companys website.

? _ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The prescribed particulars of conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo required under Sec 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules,2014 is followed at M/S. OMDC.

? STATUTORY AUDITORS

On the advice of the Comptroller and Auditor General of India, New Delhi, your Company appointed the under mentioned firm of Chartered Accountants as Statutory Auditor of your Company for the year 2024-25.

SL No	Name of the Auditor	Address of the Auditor
1	M/s.SDR& Associates	Plot no. 65, Sahid Nagar, Bhubaneswar, Odisha-751007

The Statutory Auditor Report on the Accounts of the Company for the Financial Year ended 31st March, 2025 forms part of the Directors Report.

? COMMENTS BY THE COMPTROLLER AND AUDITOR GENERAL OF INDIA (CAG) ON THE ACCOUNTS OF THE COMPANY FOR THE YEAR ENDED 31st Mar25.

The Comptroller and Auditor General of India (CAG) had conducted Supplementary Audit under Section 143 (6) (a) of the Companies Act, 2013 of the financial statements of OMDC for the year ended 31st March, 2025. Management reply along with comments by CAG on the accounts of the company for the FY 2024-25 forms part of the Directors Report.

? SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

A Secretarial Audit was conducted during the year by the Secretarial Auditors M/s.Palatasingh& Co., Practicing Company Secretaries. The Secretarial Auditors Report for the financial year ending 31stMarch, 2025 forms part of the Boards Report. Certain observations were made on composition of Board, delay in compliance of SEBI LODR Regulations, etc.

Management has replied that the appointment of Directors on the Board is in the hands of Government of India and the company is continuously following up with Ministry of Steel in respect of filling up of Board level vacancies.

? MAJOR LEGAL CASES:

CASES RELATING TO OMDC:

The company is contesting a good number of legal cases in the High Court at Calcutta, High Court of Orissa at Cuttack; DRAT (Kolkata),Rivisional Authority, Ministry of Mines, New Delhi and Supreme Court as well as various lower courts in the state of Odisha and West Bengal etc. Few Arbitration Proceedings are also been continuing at Calcutta. Some of the major cases are detailed as under:

i. F.M.A - 941 of 2012 (F.M.A.T no. - 649 of 2012) &

F.M.A - 939 of 2012 (F.M.A.T no. - 650 of 2012)

The cases are pending before the High Court, Calcutta

Both the appeals relate to The Orissa Minerals Development Co. Ltd. & Jai Balaji Industries Ltd. The two disputes were raised by Jai Balaji Industries Limited concerning the Supply of Iron Ore (10-30 mm) & Iron Ore (5-18 mm) respectively. The matter was referred for adjudication by Arbitrator. Arbitration award was passed in favour of Jai Balaji Industries Limited. As per the award, OMDC is required to pay the claim amount of Rs.5,03,79,834.11 including interest calculated up to 15th September,2010 & further interest till realization of the same and the claim amount of Rs.3,55,03,760.33 including interest calculated up to 15th September,2010 & further interest till realization of the same respectively. OMDC preferred these two appeals against the arbitration awards before the High Court, Calcutta &the final hearing of the appeals have commenced. Two separate applications filed by Jai Balaji Industries Limited before NCLT, Calcutta, are dropped in terms of the direction passed by NCLAT, New Delhi.

Two execution proceedings, filed by Jai Balaji Industries Limited to execute the arbitration awards passed in its favour i.e. Misc Ex. (Com.)-07/2024 [Money Execution Case No.: 04 of 2021] &Misc Ex. (Com.)-08/2024 [Money Execution Case No.: 05 of 2021], are pending for adjudications before the Commercial Court, Rajarhat (W.B.).

ii.

? Money Execution Case No. 04/2021 (Arising out of Money Suit No. - 46/2019) - Pending before, The Commercial Court, Alipore (West Bengal),

? Appeal No. FAT- 58/2022, (Arising Out of MS. No.- 46/2019) - Pending before High Court, Calcutta, (West Bengal).

The dispute relates to alleged delay in transmission of shares & payment of dividends to the LRs of a deceased share holder. The applicants approached the court claiming compensation for such delay, loss on profit, harassment etc. Vide order (Judgment) dated. 14.09.2021 the suit was decreed on contest with cost in favour of the applicants. OMDC is directed to pay Rs.4,58,16,186/- to the plaintiff with pendentelite & future interest. DHrs. have filed the present execution case for realization of their decretal dues.

The OMDC preferred an appeal being no. FAT- 58/2022 (FMAT- 690/2021) before the High Court, Calcutta on 15.11.2021 challenging the aforesaid judgment dated 14.09.2021 passed by the Ld. Commercial Court, Alipore. A petition is also filed before the High Court praying for stay of the execution proceeding as an interim relief pending disposal of the Appeal.

Vide order dated 22.03.2022 the appeal is admitted by the Honble High Court. Further, the High Court, Calcutta vide order dt. 29.02.24 & 20.03.24 conditionally stayed the execution proceeding before the Commercial Court, Alipore till 05.04.2024 subject to furnishing of Bank Guarantee by a Nationalised Bank for Rs.6 Crore. OMDC furnished the BG on 05.04.2024. The appeal is yet to be listed for final hearing.

? Visa Steel Ltd.

A long term agreement was entered into between OMDC & VISA Steel Ltd for supply of BF grade iron ore CLO (10-30mm) Fe 64% (acceptable up to 62.5% Fe) at the basic price of Rs 512 per MT F.O.R Thakurani, Barajamda, Orissa excluding Royalty, Sales Tax and per siding charges on actual basis for a period of 55 months commencing from the date of agreement (21st December,2004) with the provision that the basic price shall be reviewed & revised by OMDC from time to time as applicable to major PSUs & long term customer.

Dispute and difference arose between the parties following which VISA STEEL LTD invoked the arbitration clause. Accordingly, the dispute was referred to arbitration. Both the parties mutually agreed to appoint Sri V N KHARE, Former chief justice, Supreme Court of India as the sole Arbitrator. Visa Steel ltd claimed an amount of Rs. 190.21 cores and OMDC submitted the counter claim Rs.1.35 cores and additional claim of Rs. 254 Crores with 10% interest.

The arbitration proceeding initially commenced on 24.01.2008. However, after the sitting on 14.12.2019, no further sitting took place till March2025. On 20.03.25 the proceeding re- commenced through a virtual mode and the parties are directed to comply certain directions. The next sitting of the arbitration was on dt.05.07.25, however, at the request of the Advocate for Claimant (EIML), the hearing got postponed till further order. The OMDC has engaged Shri Jagat Narayan Rajkaran Singh, advocate Supreme Court, Delhi as counsel for this matter.

? East India Minerals Limited [EIML]

An Arbitration proceeding is going on between East India Minerals Limited and OMDC, before three members bench. The first meeting of the arbitral tribunal was held on 25.04.2007. OMDC challenged the basis of EIML case as untenable at the Arbitration. It is understood that the last sitting of the Arbitration i.e. 32nd sitting was held on 04.02.2016 fixing the next date to 11.03.2016. However, no further date thereafter was fixed and the matter remained idle.

It is understood from the petition filed by EIML before the High Court, Calcutta that the Learned Presiding Arbitrator (P.A.) has died. Accordingly, EIML filed petition U/s. 14 & 15 of the Arbitration and Conciliation Act, 1996 being A.P. No. 677/2022 before the High Court, Calcutta praying for appointment of a Presiding Arbitrator to Continue with the proceeding.

In terms of the judgment & orders passed on 19.05.2023 & 01.09.2023 by the High Court Calcutta in A.P. No. 667/2022 & A.P. No. 558/2023 respectively, the long pending arbitration proceeding between OMDC & EIML has resumed through the reconstituted arbitral tribunal headed by Shri Ashok Kr. Ganguly J. former Judge S.C. as substitute/Presiding Arbitrator. More than seventeen (17) sittings of the reconstituted tribunal have taken place on different dates starting from 26.09.2023. EIML has amended its claim by enhancing its prayer for damages to Rs.3,782 Crs and has adduced evidence of its 1st witness. The witness is being cross-examined by the Resp. No.1 (OMDC) on different dates.

CASES RELATING TO BPMEL:

? Case No.: CA 400/2013 - (Pending before the High Court, Calcutta)

This Company Application related to 3 Mining Leases of BPMEL filed before the Calcutta High Court by TPG Equity Management Pvt. Ltd. (TPGEMPL) against the Official Liquidator, BPMEL and others. In the said application, TPGEMPL prayed to allow the proposed scheme of revival of 3 Mining Leases in its favour staying the winding up / liquidation proceeding of BPMEL. It was further prayed not to jeopardize its right, title and interest over the property of BPMEL. In the said application OMDC has entered its appearance as an intervener and opposing the contention of TPGEMPL.

An interim order in the said application (CA No. 400 of 2013) is passed on 9th August 2019, wherein the Honble High Court directed for formation of a High-Power committee consisting of three members i.e. one from the Central Government, one from the Orissa State Government and one member from Orissa Mineral Development Company (OMDC) to take a decision by a reasoned order with regard to the renewal of the subject leases. The court also directed to hear the version of TPG Equity Management Private Limited while taking the decision.

In compliance of the order, the Dept. of Heavy Industry vide its letter dated. 20.03.2020 formed a High-Power Committee consisting of the representatives of Govt. of India, Govt. of Odisha and OMDC to hear the issue raised by TPGEMPL. Meeting was held on 03.07.2020 through Video Conference. OMDC has submitted its comments to DHI, Govt. of India. The Dept. of Steel & Mines, Govt. of Odisha that Govt. of Odisha has preferred appeal to Supreme Court [SLP.(C) No. 007315-007316/2021] challenging the order of High Court, Calcutta.

The Supreme Court initially vide order dated 08.10.2021 upon hearing SLP (C) No.: 007315- 007316 directed for issue notice staying the operation and effect of the impugned order dated 03.03.2020 (passed by High Court, Calcutta in ACO No.24/2019 and APO No.196/2019) until further order. However, vide judgment dated 17.05.2024 has set aside the judgment dated 03.03.2020 passed by the High Court, Calcutta. Accordingly, the direction to constitute a High Powered Committee is set aside. It is ordered that, the question of renewal of lease would not be examined by the Company Court. Further, the order of the State of Odisha rejecting the request for renewal of Kolha-Roida lease is upheld. It is clarified by the Supreme Court that applications filed for renewal of Thakurani and Dalki leases will be treated as rejected or dismissed. The proceedings before the Company Court of High Court Calcutta, is directed to be continued in accordance with law.

Upon receipt of opinion from the A-O-R at S. Court and considering the impact the judgment has on OMDC, the OMDC filed application on 08.07.2024 for review of the judgment passed by the S.C. Apetition for review of the judgment was also filed by one of the shareholder. Both the Petitions filed before the Supreme Court, were taken up by circulation on 21.05.2025. The S.C., upon perusal of the Review Petitions and the connected papers, dismissed both the Review Petitions being devoid of justifiable reason to entertain, vide a common order dated 21.05.2025.

? Appeal No -129/2014 (AOO. TA/216/94) &Appeal No -130/2014 (AOO. TA/216/94)- Both cases pending before the Honble Debt Recovery Appellate Tribunal, Kolkata

These two Appeals are filled by OMDC before the DRAT, Kolkata. One challenging the Judgment/Recovery Proceedings by DRT-1, Kolkata (being Appeal No.129/2014) and another

i.e. Appeal No 130/2014 was filed challenging an Order passed by DRT-1 Kolkata [i.e. exonerating one of the JDr. (Bharat Bhari Udyog) from the liabilities and making OMDC responsible for repayment of loan].

The appeals are being heard in part by the Ld DRAT, Kolkata and awaits for final hearing.

[Be it noted here that, BPMEL had availed certain financial assistance from UCO Bank and couldnt repay the dues. For which UCO Bank filled Money Suit for recovery against BPMEL at HC, Calcutta. The suit was decreed and transferred to DRT-1, Kolkata (being TA- 216/1994) for recovery followed by initiation of Recovery Proceedings (being RP-142/2003) before the RO, DRT-1 Kolkata].

? RVWPET 127 of 2023, RVWPET 128 of 2023 and RVWPET 126 of 2023 -

Pending before the High Court, Orissa (Cuttack)

OMDC filed two writ petitions being W.P.(C) No.16874/2009 & W.P.(C) No.9432/2013 for renewal of mining leases in its favour and also to upheld its right, title and interest over the three mining leases held in the name of BPMEL. The Govt. of Odisha had also filed one writ petition being WP (C) No- 1852/2010 challenging the order passed by Revision Authority, Ministry Mines, Govt. of India in favour of OMDC/BPMEL w.r.t. renewal of Kolha-Roida Mines.

The High Court, Orissa (Cuttack) while hearing three (3) writ petitions filed by & between OMDC, Govt. of Orissa and BPMEL disposed of by a common order dated 09.03.2023 against OMDC/BPMEL.

After discussion with the advocate on record, separate petitions were filed by OMDC before the High Court, Orissa (Cuttack) on 11.04.2023 praying for review of its earlier orders.

? Certificate Case No.: 32/2018

This case was filed by DDM, Joda in the Court of Collector and District Magistrate-cum- Certificate Officer, Keonjhar against BPME Ltd. U/Sec. 6 of OPDR Act, 1962 for realization of penalty amount of Rs.871,43,77,003/- towards violation of Environment Clearance as per sec. 21(5) of MMDR,1957.

The matter was heard & final order is passed on 22.06.2019 by the Certificate Court for realization of penalty amount.

? File No. 22/(23)/2024/RC-I/2024 (Dt.18.10.2024), File No. 22(24)/2024/RC- I/2024 (dt. 18.10.2024) and File No. 22/(01)/2025/RC-I/2025 (Dt.06.02.2025).

Three (03) demand notices are issued by DDM, Joda to OMDC under Section 21(5) of MMDR Act, 1957 demanding Rs. 6,15,47,537/-, Rs. 9,72,71,558/- and Rs. 6,01,37,627/-

respectively for realization of compensation towards unlawful production of minerals from

BPMEL leases and violation of MP/CTO. The demand made through illegal but since is very high and made by a statutory authority; it is challenged before the Revision Authority (RA), Ministry of Mines, GoI. being the appropriate authority. All are, pending for hearing.

? RISKS & MITIGATING STEPS

The Company has identified various risks faced by the Company from different areas. As required under SEBI (LODR) Regulation 2015, the Board has adopted a Risk Management policy whereby a proper framework is set up and the same is under revision. Accordingly, the company has constituted a Risk Management Committee comprising of 5 (Five) Members where in LIC Nominee Director as Chairman, Government Nominee Director, MD OMDC, CGM(Mining) and CFO OMDC are members of the committee. During the year, no Risk Management Committee Meeting was held and the details of which are given in the Corporate Governance Report.

? BOARD OF DIRECTORS

Shri A K Saxena, CMD (Addl Charge), RINL was nominated as Non-Executive Chairman of OMDC w.e.f 04.11.2024.

Shri A K Bagchi was appointed as RINL Nominee Director on the Board of OMDC w.e.f. 17.01.2024..

Shri Vasudha Chandra Suratkal was appointed on the Board of OMDC w.e.f. 22.02.2025 and MD (Addl. Charge) & Director (P&P), OMDC was assigned to him w.e.f. 22.02.2025 in place of Shri A K Bagchi, Director (Projects), RINL.

Smt. Swapna Bhattacharya, DDG, MoS ceased to be as Government Nominee Director of the Company w.e.f 11.06.2025.

Shri S. Sharad Rao, Director, MoS was appointed on the Board of OMDC as Government Nominee Director of the Company w.e.f 11.06.2025.

Smt. Dr. T N Sarasu was resigned and ceased to be Independent Director of the Company w.e.f. 28.03.2024 and further reappointed as an Independent Directors of the Company w.e.f 15.04.2025.

Shri M. Saravanan and Shri Sidharth Sambhu were ceased to be Independent Directors of the Company on 31.10.2024 & 02.11.2024 respectively due to their tenure completion as per appointment Order issued by MoS. Further Shri M. Saravanan reappointed as an Independent Directors of the Company w.e.f 15.04.2025.

Shri T.R Mallik was appointed as nominee director of OMDC by LIC of India w.e.f 31.05.2023.

? WOMAN DIRECTOR

In terms of the provisions of Section 149 of the Companies Act, 2013 and SEBI (LODR) Regulation 2015, a company shall have at least one "Woman Director" on the Board of the company. Presently, one (1 nos.) Women Director Viz., Smt. (Dr.) T N Sarasu, Independent Director is on the Board of your Company.

? DETAILS OF KEY MANAGERIAL PERSONNEL

Shri Vasudha Chandra Suratkal was appointed as MD, Addl. Charge

Shri Arindam Maitra was appointed as CFO and KMP of the company by the Board.

Shri Pintu Kumar Biswal was appointed as Company Secretary and Compliance Officer of the Company.

? REPORT ON MANAGEMENT DISCUSSIONS AND ANALYSIS

A Report on Management Discussions and Analysis as required in terms of Schedule V of the SEBI (LODR) Regulation, 2015 forms part of the report.

? CORPORATE GOVERNANCE

A report on Corporate Governance regarding compliance of the conditions of Corporate Governance pursuant to Schedule V of the SEBI (LODR) Regulation, 2015 also forms part of this Directors Report.

Certificate attested by the CEO/CFO is also enclosed forming part of the Corporate Governance Report and Certificate on Compliance was obtained from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated under Regulation 34(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 also forms part of this Annual Report.

? DEPOSITS

Your company has not accepted any deposits covered under Chapter-V of the Companies Act, 2013 during the period under review.

? LISTING

The Companys shares are listed at The Calcutta Stock Exchange Limited CSE, National Stock Exchange Limited NSE and also traded in Bombay Stock Exchange Limited BSE under permitted category.

? DEPOSITORY SYSTEM

The Companys shares are under compulsory Demat mode. The Company has entered into agreement with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL).

All the Shareholder except 106 nos. are holding shares in dematerialized form. Members having certificate in physical form have been requested to dematerialize their holdings for operational convenience.

? ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act 2013, a copy of Annual Return in Form No MGT-7 for the FY ended on 31st March, 2025, is being placed on the Website of the Company

? APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY

Being a Central Public Sector Enterprise, the appointment, tenure, performance evaluation, remuneration, etc., of Director are made/fixed by the Government of India.

The remuneration of officers is decided as per Government guidelines. On Pay Revision and remunerations of other employees of the company, the same is decided as per Wage Settlement Agreement entered with the Employees Union. The appointments/promotions etc. of the employees are made as per Recruitment and Promotion Policy approved by the Board.

? DIVIDEND DISTRIBUTION POLICY

The Board of Directors has approved Dividend Distribution Policy which has been uploaded on the website of the company

? BUSINESS RESPONSIBILITY STATEMENT

In compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Business Responsibility Report (BRR) is annexed to this report.

? MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitment, affecting the financial position of the company which has occurred between the end of the financial year and the date of the report.

? CAUTIONARY STATEMENT

Statements in the report, describing the Companys objectives, expectations and/or anticipations may be forward looking within the meaning of Applicable Laws, Rules and Regulations. Actual results may differ materially from those stated in the statement. Important factors that could influence the Companys operations include global and domestic supply and demand conditions affecting selling prices of finished goods, availability of inputs and their prices, changes in the Government policies, regulations, tax laws, economic developments within the country and outside and other factors such as litigations and industrial relations.

The Company assumes no responsibility in respect of the forward-looking statements, which may undergo changes in future on the basis of subsequent developments, information or events.

? 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 statements in terms of Section 134(3)(c) of the Companies Act, 2013:

? That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

? That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair

view of the state of affairs of the Company at the end of the financial period and of the profit or loss ofthe Company for that period;

? That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

? That the Directors had prepared the annual accounts on a going concern basis.

? The Directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

? That the Directors had devised proper system to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

? The Companys Statutory Auditors, Secretarial Auditors, CAG, etc., has conducted periodic audits to provide reasonable assurance that the Companys approved policies and procedures have been followed.

? ACKNOWLEDGEMENT

Your Directors take this opportunity to express their grateful appreciation for the continued support and guidance received from the Government of India especially the Ministry of Steel, Ministry of Mines, Ministry of Environment, Forest & Climate Change, Ministry of Corporate Affairs and from Government of Odisha and other Departments of Government of India and States.

Your Director places on records their sincere thanks to the support extended by the valued and esteemed Customers, Shareholders, Stakeholders, Railway Department, Banks and the Suppliers. Directors also wish to convey their appreciation to all the Unions and employees of the organization for their valuable contributions and support.

For and on behalf of the Board

Sd/-

(A K Saxena) Chairman DIN:08588419

Place: Visakhapatnam Date: 02.09.2025