Panchmahal Steel Ltd Directors Report

To, The Members

Your Companys Directors are pleased to present the 52nd Annual Report of the Company together with the Statement of Audited Accounts for the financial year ended 31st March, 2025.

FINANCIAL RESULTS

( R s. in Lacs)

Particulars	Year ended 31.03.2025	Year ended 31.03.2024
Revenue from Operations	38310.11	42761.54
Operating Expenses	36759.30	41190.73
Operating Profit before Interest, Tax, Depreciation & Amortization	1550.81	1570.81
Depreciation & Amortization Expense	805.50	809.19
Finance Costs	560.89	794.34
Other Income	271.29	424.60
Profit before Tax	455.71	391.88
Tax Expense (including Deferred Tax)	123.18	94.96
Profit for the year	332.53	296.92
Other Comprehensive Income	8.34	8.66
Total Comprehensive Income for the year	340.87	305.58
Earnings per Share (in Rupees)	1.74	1.56

REVIEW OF OPERATIONS

The Company recorded total income of Rs.385.81 crores as compared to Rs.431.86 crores in the previous year. The Company achieved a Profit after Tax for the year of Rs.3.33 crores as against Rs.2.97 crores in the previous year.

DIVIDEND

The Board of Directors have recommended a Dividend of Rs.3/- per share (previous year: Nil) on face value of Rs.10/-each for the financial year ended March 31, 2025.

Pursuant to Regulation 43(A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company does not fall under top 1000 Listed Companies by market capitalization as on 31st March, 2025 and hence the requirement for adopting the Dividend Distribution Policy is not applicable to the Company.

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profit for the financial year 2024-25 in the Statement of Profit and Loss.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION

There were no material changes and commitments affecting the financial position of the Company between the end of t h e financial year and the date of this Report.

SHARE CAPITAL

The paid-up Equity Share Capital of your Company as on March 31, 2025 stood at Rs.19.08 crores comprising of 1,90,78,329 equity shares of Rs.10/- each. The Company has not issued shares with differential voting rights/Bonus Shares nor has granted stock options/sweat equity and has not bought back any of its securities during the year under review.

FIXED DEPOSITS

The Company does not have Deposits as contemplated under Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Further, the Company has not invited or accepted any such deposit during the financial year ended 31st March, 2025.

CREDIT RATING

The Rating Agency, India Ratings and Research (Ind-Ra) vide its letter dtd. 05.08.2025 has affirmed the ratings of various credit facilities of the Company as stated below:

Instrument Type	Size of Issue (million)	Rating assigned along with Outlook/watch	Rating Action
Bank Loan Facilities	INR 970.00 (reduced from INR 1,270)	IND BBB-/Stable/IND A3	Affirmed

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that:

a) in preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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 March 31, 2025 and of the profit of the Company for the year ended on that date;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with t h e provisions of the Act 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 financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE REPORT

The Company has complied with the Corporate Governance requirements under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A report on Corporate Governance together with the certificate of the statutory auditors confirming compliance with the conditions of Corporate Governance as stipulated in Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as a part of this report as Annexure-D.

MANAGEMENT DISCUSSION AND ANALYSIS

As required under Regulation 34(2)(e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis is enclosed as a part of this report as Annexure-E.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of corporate social responsibility as prescribed under Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 as amended from time to time are not applicable to your Company. Accordingly, there was no CSR obligation for the Company for the financial year 2024-25. The Annual Reporting on CSR under Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014 is currently not applicable to the Company.

Pursuant to the provisions of sub-section (9) of Section 135, the functions of CSR committee, if any, are duly discharged by the Board of Directors of the Company. The Board has formulated a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company. The CSR Policy may be accessed on the Companys website at http://panchmahalsteel.co.in/policies/Corporate-Social-Responsibility-Policy.pdf.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Your Company has not directly or indirectly: a) given any loan to any person or other body corporate other than usual advances envisaged in a contract of supply of materials if any, b) given any guarantee or provide security in connection with a loan to any other body corporate or person; and c) acquired by way of subscription purchase or otherwise, the securities of any other body corporate exceeding sixty percent, of its paid-up share capital, free reserve and securities premium account or one hundred percent of its free reserves and securities premium account whichever is more.

RELATED PARTY TRANSACTIONS n I line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. The Policy can be accessed on the Companys website at http://panchmahalsteel.co.in/ policies/Related-Party-Transaction-Policy.pdf.

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arms length and in the ordinary course of business. Prior omnibus approval was obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms l e ngth basis. There were no materially significant related party transactions with the Companys promoters, directors, management or their relatives, which could have had a potential conflict with the interests of the Company at large or which is required to be reported The Company did not have any contracts or arrangements with related parties in terms of Section 188(1) of the Companies Act, 2013.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY2024-25 and hence does not form part of this report.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes o t the financial statements forming part of this Report & Annual Accounts 2024-25.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointments

At the 51st Annual General Meeting of the Company held on September 27, 2024, the members of the Company approved the appointment of Mr. Jaswantkumar P. Jain (DIN : 10719368) & Mr. Swapon L. Adhikari (DIN : 07135873) as I nd ependent Directors of the Company, not liable to retire by rotation, to hold office for a period of 5 (five) consecutive years commencing from August 12, 2024 till August 11, 2029.

Re-appointment of Director retiring by rotation

I n terms of the provisions of the Companies Act, 2013 and Rules made thereunder, Mr. Kalpesh J. Parmar, Non-Executive & Non-Independent Director of the Company, retires at the ensuing AGM and being eligible, seeks re-appointment. The members are requested to consider and approve his re-appointment.

Cessation n I accordance with sub-section 11 of Section 149 of the Act read with regulation 25(2) of the Listing Regulations, Mr. Amal D. Dhru [DIN: 00165145], and Mr. Milan P. Shah [DIN: 00012088] completed their second consecutive term of 5 years as an independent director on September 27, 2024 and accordingly, ceased to be an Independent Director and Member of the Board of Directors of the Company. The Board of Directors place on record their deep appreciation for the wisdom, knowledge, guidance and valuable contribution provided by them during their tenure as Independent Directors and committee members.

Declaration by Independent Directors

The Company has received the necessary declarations/confirmations from each Independent Director under Section 149(6) and 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations, that they meet the criteria of independence laid down thereunder. The independent directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 as amended, relating to inclusion of their name in the data bank of Independent Directors.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of Board Committees viz. Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee. The details of Board evaluation process have been provided under the Corporate Governance Report.

Familiarization Programme for Independent Directors

All Independent Directors are familiarized with the Company, their roles, rights and responsibilities, nature of the industry and operations of your Company. The Independent Directors were regularly updated on the industry and market trends, plant processes and the operational performance of the Company through presentations.

In compliance with the requirements of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has put in place a familiarization program for Independent Directors. The details of familiarization programs are explained in the Corporate Governance Report.

Nomination & Remuneration Policy

The Companys policy for appointment of Directors, Key Management Personnel and Senior Management employees and their remuneration and other matters provided in Section 178(3) of the Act is available on the website of the Company at http://panchmahalsteel.co.in/policies/Remuneration-Policy-for-Directors-KMP-and-other-Employees.pdf The details of Nomination & Remuneration Policy form part of the Corporate Governance Report of this Annual Report.

Number of Meetings of the Board and its committees

During the year under review, 4 (four) meetings of the Board of Directors of the Company were convened and held. The detailed information on the meeting of the Board and its various Committee Meetings are included in the Corporate Governance Report forming part of this report. The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Committees of the Board

The Board of Directors has the following Committees:

• Audit Committee

• Remuneration and Nomination Committee

• Stakeholders Relationship Committee

The details of the Committees along with their composition, number of meetings held and attendance at the meetings are provided in the Corporate Governance Report.

Changes in Key Managerial Personnel

During the year under review, there are no changes in the Key Managerial Personnel.

AUDITORS AND AUDITORS REPORT Statutory Auditors

Members of the Company at the AGM held on September 28, 2019, approved the appointment of, M/s CNK & Associates LLP (Firm Registration No. 101961W), Chartered Accountants Vadodara, as the statutory auditors of the Company. Further, the shareholders approved the re-appointment of CNK for a second term of five years commencing from the conclusion of the 51st AGM held on September 27, 2024 until the conclusion of 56th AGM of the Company to be held i n the year 2029.

The report of the Statutory Auditor forms part of this Annual Report and Annual Accounts 2024-25. The said report does not contain any qualification, reservation, adverse remark or disclaimer.

Internal Auditors

Your Company has re-appointed M/s Keyur Patel & Co., Chartered Accountants, Vadodara as Internal Auditors of the Company to carry out the internal audit of various operational areas of the Company for the financial year 2025-26.

Cost Auditors

I n terms of Section 148 of the Companies Act, 2013, the Company is required to maintain cost records 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 Companies Act, 2013.

The Board of Directors of the Company, on the recommendation of the Audit Committee, has approved the appointment of M/s Kiran J. Mehta & Co. as cost auditors of the Company for the year ending March 31, 2026. M/s Kiran J. Mehta & Co., Cost Accountants (FRN: 000025), Ahmedabad have vast experience in the field of cost audit and have been conducting the audit of the cost records of the Company for the past several years.

As required under the Companies Act, 2013, a resolution seeking members approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification. The Cost Audit Report f o r the financial year ended 31st March, 2024 was filed with the Ministry of Corporate Affairs on 10th September, 2024.

Secretarial Auditor

Pursuant to the provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Companies Act, 2013, the Board considered the recommendation of the Audit Committee and recommends for your approval , the appointment of CS Niraj Trivedi (FCS-3844; COP-3123), Practicing Company Secretary, as Secretarial Auditor of the Company for a term of 5 consecutive years. He is eligible for the said appointment and has furnished necessary certificate of his eligibility and consent to act as the Secretarial Auditors of the Company. Accordingly, a resolution seeking appointment of CS Niraj Trivedi, Practicing Company Secretary as Secretarial Auditors is provided at item no. 4 of the Notice of 52nd Annual General Meeting.

The Secretarial Audit Report as issued by the Secretarial Auditor in Form No. MR-3 for the financial year 2024-25 is annexed herewith as Annexure-A and forms integral part of this Annual Report. There are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditors, in their Audit Report for the financial year 2024-25 except for those detailed in the attached Auditors report included in the Annual Report.

Secretarial Standards

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors and Meeting of Shareholders (EGM/AGM) i.e. SS-1 and SS-2 issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

Reporting of Fraud

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act, details of which need to be mentioned in this Report.

ANNUAL RETURN

As required under Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the Companys website at http://panchmahalsteel.co.in/disclosures.html#0

AUDIT COMMITTEE

During the year, the Board has accepted all recommendations of Audit Committee and accordingly no disclosure is required to be made in respect of non-acceptance of the recommendation of the Audit Committee by the Board. The composition of Audit Committee and other details are given in the Corporate Governance Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

RISK MANAGEMENT POLICY

The Company has a Risk Management Policy to ensure appropriate risk management within its systems and culture. The Board of Directors and the Audit Committee of the Company periodically review the Risk Management Policy of the Company. The provisions of Regulation 21 of SEBI (LODR) Regulations, 2015 relating to Risk Management Committee are not applicable to the Company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of the audit activity is broadly guided by the annual audit plan approved by the top management and audit committee. The Internal Auditors routinely test these systems and significant audit observations, if any, and follow up actions thereon are reported to the Audit Committee.

The Company has in place adequate internal financial controls with reference to financial statements.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure-B" o t this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Appointment and Remuneration of Managerial Personnel) Amendments Rules, 2016, as amended from time to time, in respect of Directors / employees of the Company is set out in "Annexure-C" o t this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There has been no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Companys future operations. However, Members attention is drawn to the statement on contingent liabilities, commitments in the notes forming part of the Financial Statements.

SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANY

Honeyvick Enterprises Private Limited continues to be a holding company, holding 55.36% Equity Share Capital ( 55 .12% as at 31.03.2024) of the Company. The Company neither has any subsidiary/ associate/ joint venture company nor any other company has become subsidiary/ associate/ joint venture company of the Company during the year.

UNPAID OR UNCLAIMED DIVIDEND

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividends, if not claimed for a period of seven years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to IEPF.

Further, all the shares in respect of which dividend has remained unclaimed for seven consecutive years or more from h t e date of transfer to unpaid dividend account shall also be transferred to IEPF Authority. The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares. Other relevant details are included in the Corporate Governance Report furnished in Annexure-D, which forms part of this report.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has in place an Anti-Sexual Harassment Policy i n line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

During the year under review, the Company has not received any complaint on sexual harassment. Hence, no complaint was disposed off and/or remains pending for more than 90 days as of March 31, 2025.

OTHER DISCLOSURES

• There was no change in the nature of business of the Company as stipulated under sub-rule 5(ii) of Rule 8 of Companies (Accounts) Rules, 2014.

• " There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

• There was no instance of one-time settlement with any Bank or Financial Institution.

• Regulation 34(2)(f) of SEBI LODR, 2015 regarding Business Responsibility and Sustainability Report is not appliable t o the Company.

• As required under the Companies (Accounts) Second Amendment Rules, 2025, the Board confirms that during the year under review, the Company has complied with all provisions of the Maternity Benefit Act, 1961.

APPRECIATION

Your Directors thank the Banks, Central and State Government Authorities, Shareholders, Customers, Suppliers and other business associates for their co-operation and support to the Company. The Directors express their sincere appreciation f o r the dedication and commitment of all their employees.

	For and on behalf of the Board of Directors
	Sd/-
Place : Vadodara	Ashok Malhotra
Date : 11th August, 2025	Chairman & Managing Director
	DIN : 00120198