To,
The Members Scan Steels Limited
Your Board of Directors ("Board") are pleased to present this Thirty-Third (33rd) Annual Report of Scan Steels Limited (The "Company") together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended March 31, 2026.
HIGHLIGHTS OF FINANCIAL PERFORMANCE
The Standalone and Consolidated Financial highlights of the Companys operations are summarized below:
| PARTICULARS | Standalone | Consolidated | ||
| 2025-26 | 2024-25 | 2025-26 | 2024-25 | |
| Revenue from Operations | 83825.63 | 78919.93 | 83825.63 | 78919.93 |
| Other Income | 162.49 | 460.89 | 162.49 | 460.89 |
| Total Income | 83988.12 | 79380.82 | 83988.12 | 79380.82 |
| Depreciation & Amortisation | 1572.59 | 1569.37 | 1572.59 | 1569.37 |
| Profit before Tax | 2652.61 | 2608.79 | 2873.33 | 2813.49 |
| Total Tax Expenses | 672.08 | 648.29 | 672.08 | 648.29 |
| Net Profit | 1980.53 | 1960.50 | 2201.25 | 2165.20 |
| Earnings Per Equity Share (in ) | ||||
| Basic | 3.38 | 3.35 | 3.76 | 3.69 |
| Diluted | 3.34 | 3.35 | 3.71 | 3.69 |
* The financial highlights of the associate company are attached as Annexure II and forms part of this Annual report
ACCOUNTING STANDARDS
The Company has followed Indian Accounting Standards (Ind AS) issued by the Ministry of Corporate Affairs in the preparation of its financial statements.
OVERVIEW
The standalone financial performance of the Company for the financial year ended March 31, 2026, as compared with the previous financial year, is summarized below:
During the financial year under review, the Company recorded Revenue from Operations of Rs. 83,825.63 lakhs, as against Rs. 78,919.93 lakhs in the previous financial year, reflecting a growth of approximately 6.22%. The increase in operating revenue was primarily driven by improved business operations, better product realizations, and sustained demand for the Companys products.
Other Income stood at Rs. 162.49 lakhs as compared to 460.89 lakhs in the previous year. The reduction was mainly attributable to lower non-operating income during the year. However, despite this decline, the Company maintained healthy operational performance, resulting in an increase in overall revenue.
Accordingly, Total Income increased to Rs. 83,988.12 lakhs from Rs. 79,380.82 lakhs in the previous financial year, registering an increase of approximately 5.80%.
Depreciation and Amortisation Expense remained largely stable at Rs. 1,572.59 lakhs as against Rs. 1,569.37 lakhs in the previous year, indicating consistency in the Companys capital asset base and depreciation policy.
The Company reported a Profit Before Tax (PBT) of
2,652.61 lakhs, compared with Rs. 2,608.79 lakhs in the previous year, reflecting a growth of approximately 1.68%. The increase in profitability demonstrates the Companys focus on operational efficiency, prudent cost management, and sustainable business performance despite a challenging operating environment.
Total Tax Expense for the year was Rs. 672.08 lakhs as against Rs. 648.29 lakhs in the previous financial year, in line with the increase in taxable profits.
Consequently, the Net Profit for the year stood at
1,980.53 lakhs, compared with Rs. 1,960.50 lakhs in the previous year, representing a growth of approximately 1.02%. The Company continued to maintain profitability through efficient resource utilization, disciplined financial management, and a strong operational foundation.
The Basic Earnings Per Equity Share (EPS) increased marginally to Rs. 3.38 from Rs. 3.35 in the previous financial year, while the Diluted EPS stood at Rs. 3.34 as against
3.35 in the previous year. The marginal variation in diluted EPS was primarily due to the impact of dilution arising from the increase in the weighted average number of equity shares during the year.
The Board believes that the Companys consistent financial performance, supported by its operational strengths, prudent financial discipline, and customer-focused approach, provides a strong foundation for sustainable growth and long-term value creation for all stakeholders.
The Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, prepared in accordance with the applicable provisions of the Companies Act, 2013 and the Indian Accounting Standards (Ind AS), reflect the overall financial performance of the Company.
The consolidated financial highlights for the year under review are summarized below:
During the financial year under review, the Company recorded consolidated revenue from operations of
83,825.63 lakhs, as against Rs. 78,919.93 lakhs in the previous financial year, registering a growth of approximately 6.22%. The increase in revenue reflects improved business performance, supported by stable operational execution and sustained market demand.
Other income stood at Rs. 162.49 lakhs during the year as compared to Rs. 460.89 lakhs in the previous year. Consequently, the Companys total consolidated income increased to Rs. 83,988.12 lakhs from Rs. 79,380.82 lakhs, representing an increase of approximately 5.80% over the previous financial year.
Depreciation and amortisation expenses remained largely stable at Rs. 1,572.59 lakhs as against Rs. 1,569.37 lakhs in the preceding year.
The Company reported a consolidated Profit Before Tax (PBT) of Rs. 2,873.33 lakhs, compared to Rs. 2,813.49 lakhs in the previous year, reflecting a growth of approximately 2.13%. After providing for total tax expenses of Rs. 672.08 lakhs, the consolidated net profit for the year stood at
2,201.25 lakhs, as against Rs. 2,165.20 lakhs in the previous financial year, registering an increase of approximately 1.67%.
The Basic Earnings Per Equity Share (EPS) improved to
3.76 from Rs. 3.69 in the previous year, while the Diluted EPS stood at Rs. 3.71 as against Rs. 3.69 in FY 2024-25. Overall, the consolidated financial performance of the Company remained resilient during the year under review. Despite lower other income and a challenging business environment, the Company achieved growth in revenue and profitability through operational efficiencies, prudent financial management, and continued focus on enhancing stakeholder value. The Board remains confident that the Companys strategic initiatives and strong operational foundation will continue to support sustainable growth and long-term value creation.
DIVIDEND
The Board of Directors has carefully reviewed the financial position, cash flow requirements, business expansion plans, and long-term growth strategy of the Company. With a view to conserving financial resources to support future operations and strategic initiatives, the Board has not recommended any dividend on the equity shares of the Company for the financial year 202526. The Board believes that retaining the profits will strengthen the Companys financial position and create long-term value for all stakeholders.
LISTING OF EQUITY SHARES
The Companys equity shares are listed on the following Stock Exchange: (i) BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001, Maharashtra, India;
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed report on the Management Discussion & Analysis as required in terms of the SEBI Listing Regulations is provided as a separate section in the Annual Report.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
Your Company did not recommend any dividend therefore there were no such funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
TRANSFER TO RESERVE
During the financial year 2025-26, no amount has been transferred to reserve account.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
During the financial year under review, the Company did not have any subsidiary company. However, the Company has two associate companies, namely RPSG Agro Commodity Private Limited and Shristi Resorts & Multiplex Private Limited, in which the Company holds 42.27% and 27.52% of the equity share capital, respectively. The Company exercises significant influence over these entities through common promoter-directorship, and accordingly, they have been accounted for as associate companies in accordance with the applicable provisions of the Companies Act, 2013 and the Indian Accounting Standards (Ind AS).
The financial statements of the aforesaid associate companies have been considered while preparing the consolidated financial statements of the Company for the financial year ended March 31, 2026.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Companys associates in Form AOC-1 is annexed to this Report as Annexure I.
During the year under review:
The Company did not have any associate or joint venture that had not commenced its business operations.
No associate or joint venture was liquidated, sold, or ceased to be associated with the Company during the year.
The Company did not have any subsidiary company; accordingly, the details required under Part A of Form AOC-1 are not applicable.
DEPOSITS
The Company has not accepted any deposits under Chapter V of the Act during the Financial Year and as such, no amount on account of principal or interest on deposits from public is outstanding as on March 31, 2026.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the year under review, there are no changes in the nature of business. The Company is continuing into the Steel Manufacturing Business.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
Pursuant to the provisions of Section 134(5)(e) of the Companies Act, 2013, the Board of Directors confirms that the Company has in place adequate internal financial controls with reference to the financial statements. Such controls are commensurate with the size, scale and complexity of the Companys operations and are designed to provide reasonable assurance regarding the reliability of financial reporting, the preparation of financial statements in accordance with the applicable accounting standards, safeguarding of the Companys assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and compliance with applicable laws and regulations.
The Company has established a robust internal control framework comprising documented policies and procedures, clearly defined authority levels, segregation of duties, standard operating procedures, and periodic monitoring and review mechanisms. The effectiveness of the internal financial controls is regularly evaluated by the Internal Auditors and reviewed by the Audit Committee, which provides oversight on the adequacy and effectiveness of the control environment. The Statutory Auditors have also considered the internal financial controls with reference to the financial statements as part of their audit.
Based on the evaluations carried out during the financial year ended March 31, 2026, the Board is of the opinion that the Companys internal financial controls with reference to the financial statements are adequate and were operating effectively in all material respects throughout the year under review. No material weakness in the design or operation of such controls was identified during the year.
RELATED PARTY TRANSACTIONS
All Related Party Transactions entered into by the Company during the financial year ended March 31, 2026, were in the ordinary course of business and on an arms length basis and were in compliance with the applicable provisions of the Companies Act, 2013, the Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"). The Company has not entered into any transaction with related parties that could be considered material in terms of the Companys Policy on Materiality of Related Party Transactions and Regulation 23 of the SEBI LODR Regulations, unless specifically approved in accordance with the applicable statutory requirements.
The Audit Committee reviews and grants prior approval for all Related Party Transactions in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 23 of the SEBI LODR Regulations. The omnibus approval mechanism, wherever applicable, is also exercised in accordance with the criteria approved by the Audit Committee. All Related Party Transactions are placed before the Audit Committee for its review on a periodic basis to ensure that they are in the ordinary course of business, at arms length and in the best interest of the Company. The Company has formulated a Policy on Related Party Transactions in accordance with the provisions of the Companies Act, 2013 and the SEBI LODR Regulations. The Policy lays down the framework for identification, approval, review and reporting of Related Party Transactions and is available on the Companys website at https://scansteels. com/policies-and-code/ - Investor Relations Segment. During the year under review, there were no materially significant Related Party Transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other related parties that had or could have a potential conflict with the interests of the Company or its shareholders at large.
Accordingly, the disclosure of particulars of contracts or arrangements with related parties in the ANNEXURE A in Form AOC-2 attached with this Report, as prescribed under Section 134(3)(h) read with Section 188(1) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014.
The details of Related Party Transactions, as required under the applicable Indian Accounting Standards (Ind AS-24) on "Related Party Disclosures", form part of the Notes to the Standalone and Consolidated Financial Statements forming part of this Annual Report.
ISO CERTIFICATION
Your company is having status of ISO 9001, ISO 14001 and ISO 45001, ISI 1786, IS 2062 & IS 2830 certification, which is internationally recognized for the production, quality control and Environmental as well as OHSAS respectively. Your company has retained its TS 16949 certifications for its quality management.
CREDIT RATING
During the financial year under review, CRISIL Ratings Limited reaffirmed the Companys credit ratings as follows:
CRISIL BBB+/Stable (CRISIL Triple B Plus with Stable Outlook) for the Companys Long-Term Debt and Fund-Based Facilities; and
CRISIL A2+ (CRISIL A Two Plus) for the Companys Short-Term Non-Fund-Based Facilities.
The aforesaid ratings reflect the Companys adequate degree of safety with regard to the timely servicing of its financial obligations and demonstrate the Companys sound operational and financial profile. The Stable Outlook indicates CRISIL Ratings Limiteds expectation that the Company will continue to maintain a stable business and financial risk profile over the medium term.
The Board believes that the reaffirmation of the above credit ratings reinforces stakeholders confidence in the Companys financial discipline, prudent capital management and operational performance.
AUTHORITY TO DETERMINE MATERIALITY OF AN EVENT AND DISCLOSURE OF THE SAME TO STOCK EXCHANGE UNDER REGULATION 30(5) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATION, 2015
Mr. Ankur Madaan - Whole- Time Director, Mr. Prabir Kumar Das - Company Secretary & Compliance Officer and Mr. Kalyan Kiran Mishra - Chief Financial Officer of the Company authorized by the Board for the purpose of determining the materiality of an event or information, in terms with the Companys Policy on disclosure of material event / information and archival policy to comply with the Provisions of Regulation 30 (5) of the SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are jointly and severally authorized to make necessary disclosure to stock exchanges regarding the same on behalf of the Company.
BRANDING INITIATIVE
The "SHRISTII" brand for its TMT bars is well accepted in the market in varied segments and sectors with wide customer base. For us, the central focus of all our marketing and branding efforts is the customer. There is a strong emphasis on expanding our presence across various sectors and elevating the brands worth through carefully crafted marketing initiatives that aim to increase awareness and consideration. Our marketing strategy aligns seamlessly with our organizational objective of emerging as the one of the leading producers in the market, specializing in premium products that provide exceptional value to our customers.
INSURANCE
The Assets of the company are adequately insured against the loss of fire, riot, earthquake, loss of profit etc., and other risk which is considered by management, in addition to this coverage, a statutory public liability insurance policy has been taken by the company for providing coverage against the public liability arising out of industrial accidents for employees working in plants.
CUSTOMER RELATIONSHIP
The Company firmly believes that strong and enduring customer relationships are fundamental to its long-term growth and sustainability. Guided by its commitment to quality, reliability and timely delivery, the Company continues to focus on understanding and meeting the evolving requirements of its customers across various market segments.
During the financial year under review, the Company maintained healthy and mutually beneficial relationships with its customers by consistently supplying quality products, ensuring efficient order execution and providing responsive customer support. The Companys emphasis on operational excellence, product quality, timely delivery and transparent business practices has enabled it to strengthen customer confidence and enhance long-term business associations. The Company continues to engage closely with its customers to understand changing market dynamics and customer expectations, enabling it to improve its products, processes and service standards. This customer-centric approach, supported by continuous improvement initiatives and a robust quality management system, has contributed to sustaining customer satisfaction and reinforcing the Companys reputation in the steel industry.
The Board places on record its sincere appreciation for the continued trust, confidence and support extended by the Companys customers and remains committed to delivering superior value through quality products, ethical business practices and sustained operational excellence.
BANKERS AND CONSORTIUM ARRANGEMENT
The company has a consortium arrangement with its bankers, the State Bank of India and Punjab National Bank. The State Bank of India is the lead bank. This consortium arrangement is well defined and takes care of the companys credit facility requirements from time to time. The consortium meetings are held quarterly on a regular basis, and they also visit the companys plant from time to time as per their requirements.
ENVIRONMENT, HEALTH AND SAFETY
Your Company remains fully committed to upholding the highest standards of legal compliance and operational excellence in all aspects of Health, Safety, and Environmental
(HSE) management. During the year under review, the Company continued to focus on energy and water conservation, enhanced utilization of renewable energy sources, and efforts to minimize waste generation across operations. These initiatives are in alignment with the Companys broader goals of sustainable development and environmental stewardship.
In line with this commitment, the management has actively fostered a culture of safety and well-being across the organization. The Company organizes routine fire safety drills, along with periodic health check-ups for both permanent and contractual employees, ensuring proactive care and risk prevention at the workplace.
The Company recognizes that safety is not a one-time initiative but an ongoing journey of continuous improvement. Accordingly, it has outlined future plans aimed at further enhancing the overall workforce well-being, promoting a proactive approach to health and safety, and embedding a strong safety-first culture throughout all operational sites. Additionally, your Company reaffirms its commitment to providing a safe, healthy, and secure working environment across all manufacturing units and office, thereby ensuring a responsible and people-centric approach to organizational growth.
CYBER SECURITY
The Company recognizes that cyber security and information security are integral to safeguarding its business operations, financial information, intellectual property and stakeholder interests. With increasing reliance on information technology and digital systems, the Company continues to strengthen its cyber security framework to protect its IT infrastructure and critical business information from evolving cyber threats.
The Company has implemented appropriate security measures, policies and procedures designed to ensure the confidentiality, integrity and availability of its information assets. These measures include controlled access to systems and data, network security mechanisms, periodic data backups, endpoint protection, user authentication protocols, system monitoring and timely software updates. The Company also undertakes regular reviews of its information technology environment and implements necessary enhancements to mitigate cyber risks.
Cyber security risks are periodically assessed as part of the Companys overall risk management framework. The management continuously monitors emerging cyber threats and takes appropriate preventive and corrective measures to enhance the resilience of the Companys information systems and business processes. Employees are also sensitized to information security practices through periodic awareness initiatives to promote a strong cyber security culture across the organization.
During the financial year under review, no material cyber security incidents or data breaches affecting the Companys operations, financial position or stakeholder interests were reported. The Board, through its oversight mechanisms, remains committed to strengthening the Companys cyber security and information security practices in line with evolving business requirements and regulatory expectations.
HUMAN RESOURCE DEVELOPMENT AND PERSONNEL
The Companys employees are its most valuable asset and play a pivotal role in achieving sustainable growth and operational excellence. The Company is committed to fostering a work environment that promotes integrity, inclusiveness, collaboration, innovation and continuous learning while ensuring the well-being and professional development of its workforce.
The Company continues to focus on attracting, developing and retaining competent talent through structured human resource practices, performance-driven evaluation systems, skill enhancement programmes and employee engagement initiatives. Regular training and development programmes are conducted to enhance employees technical, functional and behavioural competencies, thereby enabling them to effectively meet evolving business requirements and industry challenges.
The Company provides a safe, healthy and conducive workplace and is committed to maintaining the highest standards of occupational health and safety. Appropriate policies and procedures are in place to ensure compliance with applicable labour laws and statutory requirements. The Company also promotes equal opportunity, diversity, ethical conduct and a culture of mutual respect across all levels of the organization.
The Company has constituted an Internal Committee under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to ensure a safe and respectful working environment for all employees. The Company is committed to providing a workplace free from discrimination, harassment and intimidation, and has adopted a policy for the prevention, prohibition and redressal of sexual harassment at the workplace. During the financial year under review, no complaint of sexual harassment was received.
Industrial relations remained cordial and harmonious throughout the financial year. The Board places on record its sincere appreciation for the commitment, dedication and valuable contributions made by all employees, which have significantly contributed to the Companys performance and continued progress.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In compliance with the requirements of section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, the Board of Directors of the Company has duly constituted a Corporate Social Responsibility (CSR) Committee. The Company remains firmly committed to sustainable development through the implementation of a well-defined Corporate Social Responsibility (CSR) strategy. This strategy places strong emphasis on respecting local communities and cultures, protecting the environment, and conserving natural resources and energy.
The Companys Corporate Social Responsibility (CSR) initiatives are fully aligned with the provisions of Section 135 of the Companies Act, 2013. A brief summary of the CSR activities carried out during the year, along with the Companys CSR Policy, is provided in ANNEXURE-B of this Report, in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014. The complete CSR Policy, as approved by the Board of Directors, is available on the Companys website and can be accessed via the following link: https://scansteels.com/ssl-policies/.
Further details regarding the CSR Committee, including its composition and responsibilities, are included in the Corporate Governance Report, which forms an integral part of the Companys Annual Report.
CORPORATE GOVERNANCE
Your Company is committed to maintaining the highest standards of Corporate Governance based on the principles of transparency, accountability, integrity and ethical business practices. The Company has complied with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.
Pursuant to Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015, a separate Report on Corporate Governance, along with the Certificate of the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to Directors Report as ANNEXURE H. Further as required under Regulation 17(8) of SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015, a certificate from the Whole- Time Director & CFO is being annexed with this Annual Report.
SHARE CAPITAL
Authorised Share Capital
The authorized share capital of the Company as on March 31, 2026 is Rs. 86,50,00,000 (Rupees Eighty Six Crore Fifty Lakhs only) divided into 7,15,00,000(Seven Crore Fifteen Lakhs) equity shares of Rs. 10/- (Rupees Ten) each and 1,50,00,000 (One Crore Fifty Lakhs) Non-cumulative Optionally Convertible Redeemable Preference Shares of
10/- (Rupees Ten) each.
Issued/Subscribed/Paid Up Capital
The paid-up equity share capital as on March 31, 2026 and as on date is Rs. 58,60,22,950 (Fifty Eight Crore Sixty Lakhs Twenty Two Thousand Nine hundred Fifty) divided into 5,86,02,295 (Five Crore Eighty Six Lakhs Two Thousand Two Hundred Ninety Five) fully paid up Equity Shares of
10/- (Rupees Ten Only).
***Allotment of Equity Shares Pursuant to Conversion of OCRPS
Pursuant to the authority accorded by the Members of the Company through Postal Ballot on May 14, 2025, and in accordance with the applicable provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and other applicable laws, the Board of Directors, at its Meeting held on April 27, 2026, approved and allotted 21,44,239 Equity Shares of face value of Rs. 10/- each upon conversion of 20,42,133 Optionally Convertible Redeemable Preference Shares (OCRPS) pursuant to the exercise of the conversion option by the OCRPS holders. The aforesaid allotment was made pursuant to the in-principle approval granted by BSE Limited vide its letter bearing No. LOD/PREF/KS/ FIP/1162/2024-25 dated November 17, 2025.
Subsequently, the Company received the listing approval from BSE Limited vide its letter bearing No. LOD/PREF/ KS/FIP/616/2026-27 dated August 04, 2026 for the aforesaid Equity Shares. The Company is in the process of making the necessary application to BSE Limited for obtaining the trading approval for the said Equity Shares, in accordance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and other applicable laws.
The Board of Directors, at its Meeting held on April 27, 2026, allotted 21,44,239 Equity Shares of face value of Rs. 10/- each pursuant to the conversion of 20,42,133 Optionally Convertible Redeemable Preference Shares (OCRPS). Consequent to the said allotment, the issued, subscribed, paid-up and listed Equity Share Capital of the Company increased to Rs. 60,74,65,340, comprising
6,07,46,534 Equity Shares of Rs. 10/- each. The Equity Shares so allotted rank pari passu in all respects with the existing Equity Shares of the Company.
Accordingly, upon the allotment made on April 27, 2026, the issued, subscribed and paid-up Equity Share Capital of the Company stood at Rs. 60,74,65,340, comprising
6,07,46,534 Equity Shares of face value of Rs. 10/- each, fully paid-up. The Equity Shares so allotted rank pari passu in all respects with the existing Equity Shares of the Company.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) Composition
The Company recognizes that a diverse, balanced and competent Board is fundamental to its long-term success, effective governance and sustainable value creation. In accordance with the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors comprises an optimum combination of Executive, Non-Executive and Independent Directors, ensuring an appropriate balance of skills, experience, expertise, independence and diversity. As on the date of this Report, the Board comprises six (6) Directors, consisting of one Non-Executive Chairman, two Executive Directors and three Independent Directors, including two Independent Women Directors. The composition of the Board is in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The details of the Directors are as follows:
1. Mr. Rajesh Gadodia Non-Executive Chairman
2. Mr. Ankur Madaan Whole-time Director
3. Mr. Praveen Kumar Patro Executive Director
4. Mr. Jitendriya Mohanty Independent Director (w.e.f. August 8, 2025)
5. Ms. P. Monalisha Independent Woman Director (w.e.f. August 8, 2025)
6. Mrs. Sushama Anuj Yadav Independent Woman Director (w.e.f. August 8, 2025)
Appointment/ Re-appointment/ Resignation
During the year under review and up to the date of this Report, Mr. Ankur Madaan (DIN:07002199), was reappointed as Whole-Time Director & Chief Executive Officer (CEO) of the Company for the period of Three (3) years effective from May 24, 2026, Mr. Jitendriya Mohanty (DIN: 03586597) was appointed as an Independent Director of the Company for a first term of five (5) consecutive years with effect from August 8, 2025. Further, Ms. P. Monalisha (DIN: 10992460) and Mrs. Sushama Anuj Yadav (DIN: 07910845) were appointed as Independent Woman Directors of the Company for a first term of five (5) consecutive years with effect from August 8, 2025. The aforesaid appointments were made in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.
During the year under review, Mr. Gagan Jalan (DIN: 09523622), Mr. Punit Kedia (DIN: 07501851), Independent Directors, and Mrs. Konika Poddar (DIN: 10435224), Independent Woman Director, completed their tenure as Directors of the Company and consequently ceased to hold office as Independent Directors with effect from the close of business hours on August 8, 2025. The Board of Directors places on record its sincere appreciation for their valuable guidance, dedicated services and significant contributions during their association with the Company and wishes them success in their future endeavours.
Apart from the changes as mentioned above, there were no changes in the composition of the Board of the Company during the year under review. Further, there were no changes in the Key Managerial Personnel of the Company during the year under review.
None of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, 2013. During the year, the non-executive directors of the Company had no material pecuniary relationship or transactions with the Company. They are paid sitting fees, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.
The following policies of the Company are attached herewith marked as ANNEXURE C and ANNEXURE D: a) Policy for selection of Directors and determining Directors independence; and b) Nomination and Remuneration Policy.
Directors retiring by rotation
Pursuant to the provisions of Section 152 of the Act read with the relevant rules made thereunder, one-third of the
Directors are liable to retire by rotation every year and if eligible, offer themselves for re-appointment at the AGM. Mr. Praveen Patro (DIN: 02469361) - Executive Director, being longest in the office are liable to retire by rotation at the ensuing Annual General Meeting ("AGM") and being eligible, has sought re-appointment. Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors has recommended his re-appointment and the matter is being placed for seeking approval of members at the ensuing Annual General Meeting of the Company.
Pursuant to Regulation 36 of the SEBI Listing Regulations read with Secretarial Standard-2 on General Meetings, necessary details of Mr. Praveen Patro (DIN: 02469361), provided as an Annexure to the Notice of the Annual General Meeting.
None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.
Senior Management - Key Managerial Personnel
There was no change in the Key Managerial Personnel during the year under review.
Mr. Ankur Madaan - Whole Time Director, Mr. Prabir Kumar Das - Company Secretary & Compliance Officer and Mr. Kalyan Kiran Mishra - Chief Financial Officer are the Key Managerial Personnel of your company in accordance with the provision of Section 2(51) and 203 of the companys act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Clause 5B of Schedule V of SEBI Listing Regulations/ SEBI (LODR) Regulations, 2015.
Independent Directors
Declaration by Independent Director(s)
As required under section 149(7) of the Companies Act, 2013, The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence and / or to qualify themselves to be appointed as an Independent Directors as prescribed both under Section 149 (6) of the Companies Act 2013 and Regulation 16(1) (b) read with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 , The Board considered the independence of each of the Independent Directors in terms of the above provisions and is of the view that they fulfill/meet the criteria of independence. The declarations are put up on the website of the Company at https://scansteels.com/independent-directors/- Investor Relations Segment.
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. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.
Familiarization Programme for Independent Directors
In accordance with Regulation 25(7) of SEBI Listing Regulations, 2015, the Company is required to conduct programs for the Independent Directors of the Company to familiarise them with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc.
The details of Familiarization Programmes are placed on the website of the Company at https://scansteels.com/ independent-directors/ - Investor Relations Segment.
Separate Independent Director Meeting
Pursuant to the provisions of Schedule IV of the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the independent directors ("Annual ID meeting") was convened on February 28, 2026 and all the Independent Directors were present at the said Meeting.
The Independent Directors, inter alia, reviewed the performance of the Non-Independent Directors and the Board as a whole, reviewed the performance of the Chairperson of the Company after taking into account the views of the Executive Directors and Non-Executive Directors, and assessed the quality, quantity and timeliness of the flow of information between the Companys management and the Board that is necessary for the Board to effectively and reasonably perform its duties. The Independent Directors expressed satisfaction with the overall functioning of the Board, its Committees and the management.
BOARD ANNUAL EVALUATION
Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013, read with Rule 8(4) of the Companies (Accounts) Rules, 2014, Schedule IV to the Companies Act, 2013, and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, the performance of its Committees and that of the individual Directors.
The evaluation was conducted through a structured evaluation process based on criteria approved by the Nomination and Remuneration Committee and the Board. The evaluation framework covered various aspects including the composition of the Board and its Committees, effectiveness of the Boards functioning, quality and timeliness of information flow, strategic guidance, governance standards, risk management oversight, financial and operational performance monitoring, participation in Board deliberations, decision-making process, and the effectiveness of the Committees in discharging their respective responsibilities.
The performance of the Board, its Committees, the Chairperson, Non-Independent Directors and Individual Independent Directors was evaluated through separate evaluation processes. The Independent Directors, at their separate meeting held during the year in accordance with the provisions of Schedule IV to the Companies Act, 2013 and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, reviewed the performance of the Chairperson, Non-Independent Directors and the Board as a whole, besides assessing the quality, quantity and timeliness of the flow of information between the management and the Board.
The Board also evaluated the performance of the Independent Directors, taking into consideration their integrity, independence, professional expertise, participation in Board and Committee meetings, constructive contribution to the deliberations of the Board, safeguarding of stakeholders interests and fulfilment of the criteria of independence prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Nomination and Remuneration Committee reviewed the performance evaluation framework and the outcome of the evaluation process. Based on the evaluation carried out, the Board expressed its satisfaction with the overall effectiveness of the Board, its Committees and the individual Directors, and acknowledged their significant contribution towards the Companys growth, sound corporate governance and sustainable value creation for all stakeholders.
The Detailed Policy on Performance Evaluation of Independent Directors, Board, Committees and other individual Directors can be accessed from the website of the Company at https://scansteels.com/ssl-policies/- Investor Relations Segment.
MANAGERIAL REMUNERATION / NOMINATION AND REMUNERATION POLICY
The remuneration paid to the Directors, Key Managerial Personnel and Senior Management Personnel during the financial year under review was in accordance with the provisions of the Companies Act, 2013, the Rules made thereunder, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Nomination and Remuneration Policy of the Company. The remuneration structure is designed to attract, retain and motivate competent professionals and is commensurate with their qualifications, experience, responsibilities, performance and prevailing industry practices.
The Nomination and Remuneration Committee periodically reviews the remuneration policy and recommends remuneration payable to the Executive Directors, Key Managerial Personnel and Senior Management Personnel to the Board, ensuring that it is fair, reasonable, performance-driven and aligned with the long-term interests of the Company and its stakeholders. The remuneration payable to the Non-Executive Directors and Independent Directors is governed by the applicable provisions of the Companies Act, 2013, the Articles of Association of the Company and the approvals, wherever required.
The disclosures relating to remuneration as required under
Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of this Directors Report as ANNEXURE D. The Company affirms that the remuneration paid during the year was in accordance with the Nomination and Remuneration Policy of the Company.
The said policy has been posted on the website of the Company at https://scansteels.com/ssl-policies/- Investor Relations Segment.
BOARD DIVERSITY
The Company recognizes that Board diversity encompasses a broad range of perspectives, skills, experience and expertise, and is not limited to demographic diversity alone. A diverse Board enhances the quality of deliberations and decision-making by bringing together individuals with varied professional qualifications, industry experience, functional expertise, knowledge, age, gender, cultural and geographical backgrounds, thereby fostering innovation, balanced judgment and sustainable value creation for all stakeholders.
The Board Diversity Policy has been adopted by the Company and sets out its approach to diversity. The Board Diversity Policy is available on the website of the Company at https:// scansteels.com/ssl-policies/- Investor Relations Segment.
PREVENTION OF INSIDER TRADING
The Company has formulated a Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, in accordance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. The Code is designed to regulate, monitor and ensure reporting of trading in the Companys securities by Designated Persons and to uphold the highest standards of ethical conduct, transparency and compliance with the applicable regulatory framework.
The aforesaid Policies/Codes are available on the Companys website under the Investor Relations section and can be accessed at https://scansteels.com/ssl-policies/. COMPLIANCE WITH CODE OF ETHICS FOR BOARD OF DIRECTORS AND SENIOR EXECUTIVES
All Directors and Senior Management Personnel have affirmed Compliance with the Code of Ethics for Board of Directors and Senior Executives. A Declaration to that effect is attached with The Corporate Governance Report.
SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly followed by the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and belief, hereby confirm that: a) In the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act (as amended from time to time) have been followed and there are no material departures from the same; b) 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 as at March 31, 2026 and of the profit and loss of the company for the year ended on that date; c) The directors had 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) The directors had prepared the annual accounts on a going concern basis; and e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
AUDITORS AND REPORTS
Statutory Auditor & their Audit Report for the year ended March 31, 2026
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company, at the Thirty-First (31st) Annual General Meeting held on
Friday, September 27, 2024, approved the appointment of
M/s. Das Pattnaik & Co., Chartered Accountants (Firm Registration No. 321097E) as the Statutory Auditors of the Company for a first term of five consecutive years, commencing from the conclusion of the Thirty-First (31st)
Annual General Meeting until the conclusion of the Thirty-Sixth (36th) Annual General Meeting of the Company to be held in the calendar year 2029.
The Statutory Auditors have audited the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026. The Audit Reports issuedbytheStatutoryAuditors are unmodified(unqualified) and do not contain any qualification, reservation, adverse remark or disclaimer of opinion. The notes forming part of the Standalone and Consolidated Financial Statements are self-explanatory and do not call for any further explanation under Section 134(3)(f) of the Companies Act, 2013. During the financial year under review, the Statutory Auditors have not reported any instance of fraud committed against the Company by its officers or employees under Section 143(12) of the Companies Act, 2013. Accordingly, no disclosure is required under Section 134(3)(ca) of the Companies Act, 2013.
Cost Auditor and Cost Audit Report
Pursuant to the provisions of Section 148 of the Companies Act, 2013 ("the Act") read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is required to maintain cost records and have the same audited by a Cost Accountant, as applicable. Based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on July 28, 2026, approved the re-appointment of M/s. Ray Nayak and Associates, Cost Accountants (Firm Registration No. 000241), having their office at MIG-26, Manarama Estate, Rasulgarh, Bhubaneswar 751010, as the Cost Auditor of the Company for conducting the cost audit for the Financial Year 2026-2027.
The Cost Auditor has confirmed their eligibility, consent and independence to act as the Cost Auditor of the Company and has also confirmed that they are not disqualified from such appointment under the applicable provisions of the Act and the Rules made thereunder.
The remuneration of the Cost Auditor has been fixed at
60,000/- (Rupees Sixty Thousand only) per annum, inclusive of applicable taxes, along with reimbursement of out-of-pocket expenses actually incurred in connection with the cost audit, subject to the approval/ratification of the Members, if required under the applicable provisions of the Act and the Rules made thereunder. The remuneration forms part of the Notice convening the ensuing Annual General Meeting.
The Cost Audit Report for the Financial Year 2025-2026 is required to be filed within the prescribed time and in accordance with the applicable provisions of the Act and the Rules made thereunder.
The Cost Audit Report for the Financial Year ended March 31, 2025, was duly filed in XBRL mode on September 18, 2025, within the prescribed time.
The Board places on record its appreciation for the services rendered by M/s. Ray Nayak and Associates and looks forward to their continued professional support.
Internal Auditor
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company is required to appoint an Internal Auditor to conduct the internal audit of the functions and activities of the Company.
The term of the existing Internal Auditor concluded with the end of the Financial Year 2025-2026. Based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on July 28, 2026, approved the re-appointment of M/s. P.A. & Associates, Chartered Accountants, having their office at 2nd Floor, Balaji Towers, G.M. College Road, Sambalpur 768001, Odisha, PAN: AAFFP2414G, ICAI Firm Registration No. 313085E, as the Internal Auditor of the Company for the Financial Year 2026-2027.
M/s. P.A. & Associates possesses the requisite qualifications, experience and expertise to undertake the internal audit of the Company. The scope of internal audit includes review of internal financial controls, risk management systems, operational efficiency, compliance with applicable laws and regulations, corporate governance practices and such other areas as may be assigned by the Audit Committee from time to time.
The Internal Auditor submits periodic reports to the Audit Committee, which reviews the observations and recommendations contained therein and monitors the implementation of corrective measures, wherever required. The Board looks forward to the continued professional support and guidance of the Internal Auditor during the Financial Year 2026-2027.
Secretarial Auditor & their Audit Report for the year ended March 31, 2026
Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to obtain a Secretarial Audit Report from a Company Secretary in Practice.
At the Thirty-Second (32nd) Annual General Meeting of the Company, the Members approved the appointment of
M/s. Amarendra Mohapatra & Associates, Practising Company Secretaries, as the Secretarial Auditor of the Company for a period of five (5) consecutive financial years commencing from FY 202526 and continuing up to FY 202930, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations. Accordingly, M/s. Amarendra Mohapatra & Associates, Practising Company Secretaries, Prop. CS Amarendra Mohapatra (CP No. 14901), have conducted the Secretarial Audit of the Company for the Financial Year ended March 31, 2026. The Secretarial Audit Report issued by the Secretarial Auditor is annexed to this Directors Report as ANNEXURE "E" and forms an integral part of this Annual Report.
The Secretarial Audit was conducted in accordance with the applicable provisions of the Companies Act, 2013, the rules made thereunder, the SEBI Listing Regulations and other applicable laws, regulations and guidelines. During the period under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
Further,inaccordancewithRegulation24AoftheSEBIListing Regulations and applicable SEBI circulars and guidelines, the Company has obtained the Annual Secretarial Compliance Report from M/s. Amarendra Mohapatra & Associates for the Financial Year ended March 31, 2026. The said report was duly submitted to BSE Limited within the prescribed time. The same can be accessed at https://scansteels. com/wp-content/uploads/2026/05/MARCH-2026.pdf
The Secretarial Audit Report and Annual Secretarial Compliance Report for the Financial Year ended March 31, 2026, do not contain any observation, qualification, reservation, adverse remark or disclaimer requiring any explanation, comments or action by the Board of Directors under the applicable provisions of the Companies Act, 2013.
The Secretarial Audit Report for the Financial Year ended March 31, 2026, is annexed to this Annual Report for the information of the Members.
COMMITTEES OF THE BOARD
As on March 31, 2026, the Board of Directors of the Company has duly constituted/re-constituted the following Committees in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Risk Management Committee
5. Corporate Social Responsibility Committee
During the financial year under review, the Committees of the Board discharged their respective functions in accordance with their terms of reference. All recommendations made by the Committees during the year were duly considered and approved by the Board.
The details relating to the composition, terms of reference, meetings held and attendance of the members of the respective Committees during the financial year ended March 31, 2026 are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism/ Whistle Blower Policy in accordance with the provisions of Section 177(9) of the Companies Act, 2013 read with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Vigil Mechanism provides a framework for Directors, employees and other stakeholders to report genuine concerns, unethical behaviour, actual or suspected fraud, misconduct or violations of the Companys policies and applicable laws. The mechanism provides adequate safeguards against victimisation of persons who use the mechanism and provides direct access to the Chairperson of the Audit
Committee, wherever required. During the financial year under review, no instance requiring reporting under the Vigil Mechanism was received by the Company.
The Vigil Mechanism/Whistle Blower Policy is available on the website of the Company and can be accessed through the relevant section of the Companys website at https:// scansteels.com/policies-and-code/ - Investor Relations Segment.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION& REDRESSAL) ACT 2013
The Company is committed to providing a safe, secure and respectful working environment for all its employees and has adopted a Policy on Prevention of Sexual Harassment at the Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("PoSH Act") and the Rules made thereunder.
In compliance with the applicable provisions of the PoSH Act, the Company has constituted an Internal Committee for prevention and redressal of complaints relating to sexual harassment at the workplace.
During the financial year ended March 31, 2026, the Company did not receive any complaint of sexual harassment. Accordingly, there were no complaints pending for disposal as at March 31, 2026. The Company continues to remain committed to maintaining a workplace free from sexual harassment and ensuring a safe and dignified working environment for all its employees. The Sexual Harassment policy can be accessed at the Website of the Company at https://scansteels.com/ssl-policies/.
E-VOTING FACILITY AT AGM
In compliance with Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company provides its Members with the facility to cast their votes electronically on all the resolutions proposed to be considered at the 33rd Annual General Meeting (AGM) of the Company. For this purpose, the Company has engaged the services of Central Depository Services (India) Limited (CDSL) as the authorised agency for providing the e-voting facility. The detailed procedure and instructions for remote e-voting and e-voting at the AGM are provided in the Notice convening the 33rd AGM.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the financial year ended March 31, 2026, the Board of Directors of the Company met 12 (Twelve) times. The meetings were held at regular intervals to review the operations and performance of the Company, consider various business matters and take necessary decisions in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The intervening gap between two consecutive meetings was within the period prescribed under the applicable provisions of law. The details of the Board Meetings held during the financial year and the attendance of the Directors thereat are provided in the Corporate Governance Report, forming part of this Annual Report.
ANNUAL RETURN
In accordance with the provisions of Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company has been made available on the Companys official website at www.scansteels.com.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
Pursuant to the provisions of Section 186 of the Companies Act, 2013 and the applicable provisions of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the particulars relating to loans, guarantees and investments made by the Company during the financial year, wherever applicable, are disclosed in the
Notes to the Financial Statements, which form an integral part of this Annual Report. The Company has complied with the applicable provisions of the Companies Act, 2013 in respect of loans, guarantees and investments.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and foreign exchange outgo, as required under Section 134(3) (m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are provided in
ANNEXURE F forming part of this Directors Report.
PARTICULARS OF EMPLOYEES (RULE 5(2), AND 5(3)) AND MANAGERIAL REMUNERATION (RULE 5(1)) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014, AND UNDER SECTION 197(12) OF THE ACT
The disclosures relating to particulars of employees and managerial remuneration as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1), Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in ANNEXURE G forming part of this Boards Report.
The disclosures required under the aforesaid provisions, including the ratio of the remuneration of each Director to the median remuneration of the employees of the Company and other prescribed particulars, are set out in the said Annexure.
The Company confirms that the remuneration paid during the financial year ended March 31, 2026 was in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There were no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year ended March 31, 2026 and the date of this Boards Report.
The Board of Directors confirms that, except as disclosed elsewhere in this Annual Report, there have been no material changes or commitments which would have a significant impact on the financial position or operations of the Company during the period from April 1, 2026 to the date of this Report.
CAUTIONARY STATEMENT
Certain information contained in this Report, including Sections such as Management Discussion and Analysis, Corporate Governance, the Notice to Shareholders and other parts of the Annual Report may include forward-looking statements as defined under applicable laws and regulations. These statements are based on current assumptions, expectations, estimates and projections of the Company with respect to future events and performance. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. The Company undertakes no obligation to publicly update or revise any forward-looking statements in light of new information, future developments or otherwise.
ACKNOWLEDGEMENT
The Directors acknowledge and sincerely appreciate the dedication, perseverance and hard work demonstrated by all employees across the Company. They also extend their heartfelt thanks to the Shareholders, Government Bodies, Regulatory Authorities, Banks, Credit Rating Agencies, Stock Exchanges, Depositories, Auditors, Customers, Vendors, Business Associates, Suppliers, Distributors and the communities surrounding the Companys operations. The Directors are grateful for their continued support, trust and confidence in the Companys Management.
| For and on Behalf of the Board of Directors | ||
| Scan Steels Limited | ||
| Sd/- | Sd/ | |
| Ankur Madaan | Praveen Patro | |
| Date: September 1, 2026 | Whole-Time Director | Director |
| Place: Bhubaneswar | (DIN: 07002199) | (DIN: 02469361) |
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