Scan Steels Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting Thirty-Second (32 nd ) Annual Report of Scan Steels Limited ( The Company ), together with the Audited Financial Statements (standalone and consolidated) for the Financial Year ended March 31, 2025.

HIGHLIGHTS OF FINANCIAL PERFORMANCE

The financial highlights of the company, on standalone and consolidated basis, for the financial year ended March 31, 2025 is summarized below:

( Rs. n Lacs)

Financial results	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	78919.93	96541.32	78919.93	96541.32
Other Income	460.89	201.73	460.89	201.73
Total Income	79380.82	96743.05	79380.82	96743.05
Depreciation & Amortisation	1569.37	1540.20	1569.37	1540.20
Profit before Tax	2608.79	2415.64	2813.49	2748.07
Total Tax Expenses	648.29	642.63	648.29	642.63
Net Profit	1960.50	1773.01	2165.20	2105.44
Earnings Per Equity Share (in Rs.)
Basic	3.35	3.39	3.69	4.02
Diluted	3.35	3.37	3.69	4.00

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

During the year under review, On Standalone basis, the Revenue from operations of the Company for FY 2024-25 was Rs. 78919.93 Lakhs as compared to Rs. 96541.32 Lakhs for FY 2023-24 registering a flat trajectory of (18.25%). The profit after tax ("PAT") attributable to shareholder for FY 2024-25 was Rs. 1960.50 Lakhs as against Rs. 1773.01 lakhs for FY 2023-24 registering a growth of 10.57%.

On a Consolidated basis, the Revenue from operations of the Company for FY 2024-25 was Rs. 78919.93 Lakhs as compared to Rs. 96541.32 Lakhs for FY 2023-24 registering a flat trajectory of( 18.25%). The profit after tax ("PAT") attributable to shareholder for FY 2024-25 was Rs. 2165.20 Lakhs as against Rs. 2105.44 lakhs for FY 2023-24 registering a growth of 2.84%.

Note: The figures are in bracket shows negative.

On a Standalone basis, Earnings per share was Rs. 3.35 (Basic) and (Diluted) stood at in FY 2024-25 as compared to Rs. 3.39 (Basic) and Rs. 3.37 (Diluted) in FY 2023-24. On a Consolidated basis, Earnings per share was Rs. 3.69 (Basic) and (Diluted) stood at in FY 2024-25 as compared to Rs. 4.02 (Basic) and Rs. 4.00 (Diluted) in FY 2023-24. The companys Financial Statements have been prepared in compliance with the Indian Accounting Standards (Ind-AS) as notified under the Companies (Indian Accounting Standards) Rules, 2015, in accordance with Section 133 of the Companies Act, 2013, and other applicable provisions of the Act. The annual accounts have been prepared without any significant deviations from the prescribed accounting norms.

The company ensures timely adoption of new or amended Ind-AS as applicable, and any material impact arising from such changes is appropriately disclosed in the financial statements.

The financial reporting process involves a thorough review by the finance team and consultation with external auditors to ensure adherence to statutory requirements.

DIVIDEND

Considering the financial performance for the year ended March 31, 2025, your Board of Directors has not recommended any dividend on equity shares as well as on preference shares.

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;

PROSPECTS

In terms of Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on the Management Discussion and Analysis covering prospects is provided as a separate section in this Annual Report.

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 2024-25, no amount has been transferred to reserve account.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES

The company does not have and/or no company has become subsidiary or joint venture company during the year under review, but two body corporates and partnership firm have become associates during the year under review. The associate body corporates and partnership firms engaged in the business of rental income of commercial property, manufacturing and trading of steel products, and carrying and transportation of goods, which makes logistic activities feasible for the company and helps in uninterrupted material movement, which in turn gives cost proposition benefits to our dealers. The investments are made in the associates for earning profits.

For FY 2024-25, the share of profit is Rs. 199.43 lakhs, which is a marginal one for the year being the first year of investment. The management is in the opinion that the company shall earn a handsome profit in the future and the associates shall contribute a lot in the future.

The Company has, in accordance with provisions of Section 129(3) of the Companies Act, 2013 ("Act"), prepared consolidated financial statements of the Company and all its associates which forms part of the report. Further, as per rule 5 of Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Companys associates in Form AOC-1 is attached as Annexure I and highlights of performance/ Financial Position of associates companies during the period under review as required under [Rule 8 of the Companies (Accounts) Rules, 2014] Read with Section 129(3) of the Companies Act, 2013 and applicable rules thereunder is attached as Annexure II is forming part of the consolidated financial statements.

In accordance with the provisions of Section 136 of the Act and the amendments thereto, read with the SEBI LODR Regulations, the audited financial statements, including the consolidated financial statements and related information of the Company and financial statements of the Associate companies are available on the website of the Company at www.scansteels.com.

No companies have ceased to be subsidiaries or joint ventures or associate companies during the FY 2024-25 hence no details regarding the same needs to be furnished. The names of companies that have become associates as per Section 2(6) of the companies Act, 2013 during the year under review are as follows:

Sr. No. Name of the company	CIN/GLN/ PAN/LLPIN	Address of the Company
1. RPSG Agro Commodity Pvt. Ltd.	U15490OR2022PTC039159	Office No 400, 4th Floor, Forum Galleria Mall, IDCO Commercial Estate, Civil Township, 7/8 Area, Civil Township, Sundergarh, Raurkela Industrial Township (Orissa, India, 769004.
2. Shristi Resorts & Multiplex Pvt. Ltd.	U55101WB2005PTC139892	86 B/2 Topsia Road, Gajraj Chamber 2nd Floor,Flat No 2f & G, Kolkata, Topsia, West Bengal, India, 700046.
3. RAR Ispat LLP	ABC-4445	Plt No Cc/2, Ground Floor, Civil Township, Rourkela - 4, Sundergarh, Raghunathapali, Orissa, India, 769004.

w.e.f Quarter ended on March 31, 2025.

FIXED DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013

Pursuant to Section 73, 74 & 76 Rule 8(5)(v) of Companies (Accounts) Rules, 2014. The details relating to deposits, covered under Chapter V of the Act are as follows: -a. accepted during the year ?€“ Rs.Nil b. remained unpaid or unclaimed as at the end of the year ?€“Nil c. whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved ?€“i. at the beginning of the year - Nil ii. maximum during the year - Nil iii. at the end of the year - Nil There was No default in repayment of deposits or payment of interest thereon during the year by Company and accordingly No details to be provided by the Company in this regard.

The details of deposits which are not in compliance with the requirements of Chapter V of the Act ?€“

Your Company has not accepted any deposits which are not in Compliance with the requirement of Chapter V of the Act.

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.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

INTERNAL CONTROL SYSTEMS AND AUDIT OVERVIEW

TheCompanyhasinplaceadequateinternalfinancialcontrols with reference to financial statements, commensurate with the size and nature of its business, forms an integral part of the Companys corporate governance policies.

INTERNAL CONTROL

The Company has a proper and adequate system of internal control commensurate with the size and nature of its business. Internal control systems are integral to the Companys corporate governance policy.

Some of the significant features of internal control systems include:

?€? Documenting of policies, guidelines, authorities and approval procedures, encompassing the Companys all primary functions.

?€? Ensuring complete compliance with laws, regulations, standards and internal procedures and systems.

?€? De-risking the Companys assets/resources and protecting them from any loss.

?€? Ensuring the accounting systems integrity proper and authorised recording and reporting of all transactions.

?€? Preparing and monitoring of annual budgets for all operating and service functions.

?€? Ensuring the reliability of all financial and operational information.

?€? Forming an Audit committee of the Board of Directors, comprising majority of Independent Directors. The Audit Committee regularly reviews audit plans, significant audit findings, adequacy of internal controls, monitors implementation of audit recommendations and compliance with accounting standards and so on.

?€? Forming a comprehensive Information Security Policy and continuous up-gradation of IT Systems.

As per the Regulation 9A - Institutional Mechanism for Prevention of Insider trading via Notification December 31 st , 2018 SEBI (Prohibition of Insider Trading) (Amendment) Regulation, 2018 below mentioned points were also included in internal controls: a) all employees who have access to unpublished price sensitive information are identified as designated employee; b) all the unpublished price sensitive information shall be identified and its confidentiality shall be maintained as per the requirements of these regulations; c) adequate restrictions shall be placed on communication or procurement of unpublished price sensitive information as required by these regulations; d) lists of all employees and other persons with whom unpublished price sensitive information is shared shall be maintained and confidentiality agreements shall be signed or notice shall be served to all such employees and persons; e) all other relevant requirements specified under these regulations shall be complied with; f) periodic process review to evaluate effectiveness of such internal controls.

The internal control systems and procedures are designed to assist in the identification and management of risks, the procedure-led verification of all compliance as well as an enhanced control consciousness.

INTERNAL AUDIT

The Company has a strong internal audit department reporting to the Audit Committee comprising Directors and Independent Directors who are experts in their field. The scope of work, authority and resources of Internal Audit (IA) are regularly reviewed by the Audit Committee and its work is supported by the services of M/s. P.A. & Associates, Chartered Accountants, (Odisha), PAN No. of the Firm: AAFFP2414G, ICAI Registration No. 313085E, the Internal Auditor of the Company.

The Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas.

Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

Through IA function the Board obtains the assurance it requires to ensure that risks to the business are properly identified, evaluated and managed. IA also provides assurance to the Board on the effectiveness of relevant internal controls.

Audit plan and execution

The internal audit department prepares a risk-based audit plan at the start of the year. The frequency of audit is decided by risk ratings of areas functions. The audit plan is carried out by the internal team. The audit plan is reviewed periodically to include areas which have assumed significant importance in line with the emerging industry trend and the aggressive growth of the Company.

In addition, the audit committee also places reliance on internal customer feedback and other external events for inclusion of areas into the audit plan.

INTERNAL FINANCIAL CONTROLS

As per Section 134 (5) (e) of the Companies Act 2013, the Directors have an overall responsibility for ensuring that the Company has implemented robust systems and framework of internal financial controls. This provides the Directors with reasonable assurance regarding the adequacy and operating effectiveness of controls with regards to reporting, operational and compliance risks. To enable them to meet these responsibilities, the Company has devised appropriate systems and framework including proper delegation of authority, policies and procedures, effective IT systems aligned to business requirements, risk based internal audit framework, risk management framework and whistle blower mechanism.

These internal controls are reviewed by internal and statutory auditors every year. The Audit Committee regularly reviews the internal control system to ensure that it remains effective and aligned with the business requirements. Where weaknesses are identified as a result of the reviews, new procedures are put in place to strengthen controls. These are in turn reviewed at regular intervals.

The Company has developed a framework for designing and assessing effectiveness of internal controls over financial reporting and Financial Statements and has already laid down entity level policies and process level standard operating procedures.

The entity level policies comprise anti-fraud policies (code of conduct, including conflict of interest, confidentiality and whistle-blower policy) and other policies (organization structure, roles and responsibilities, insider trading policies and code of conduct, HR policy, related party policy, prevention of sexual harassment policy, IT security policy, business continuity and disaster recovery plan and treasury risk management policy). The Company has also prepared Standard Operating Practices (SOP) for each of its processes of revenue to receive, procure to pay, hire to retire, finance and accounts, fixed assets, treasury, inventory, manufacturing operations, and administrative expenses. Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and during the year, such controls were tested and no reportable material weakness in the design or operation were observed and such systems were adequate and operating effectively. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2025.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

SEBI carried out amendments to the SEBI (LODR) Regulations, 2015 (SEBI Listing Regulations) vide the SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021 wherein certain amendments into force from April 1, 2022 while remaining would come into force from April 1, 2023 onwards. Regulation 23(1) and (4) states that all RPTs with an aggregate value exceeding 1,000 crores or 10% of annual consolidated turnover of the Company as per the last audited financial statements of the Company, whichever is lower, shall be treated as Material Related Party Transaction (MRPTs) and shall require approval of shareholders by means of an ordinary resolution. The provisions of Regulations 23(4) requiring approval of the shareholders are not applicable for the RPTs entered into between a holding company and its wholly owned subsidiary and RPT transactions entered into between two wholly-owned subsidiaries of the listed holding company, whose accounts are consolidated with such holding company and placed before the shareholders at the general meeting for approval.

The said limits are applicable, even if the transactions are in the ordinary course of business of the concerned company and at an arms length basis. The amended Regulation 2(1) (zc) of the SEBI Listing Regulations has also enhanced the definition of related party transactions which now includes a transaction involving a transfer of resources, services or obligations between a listed entity or any of its subsidiaries on one hand and a related party of the listed entity or any of its subsidiaries on the other hand, regardless of whether a price is charged or not. Further, any transaction between the Company or any of its subsidiaries on one hand, and any other person or entity on the other hand, the purpose and effect of which is to benefit a related party of the listed entity or any of its subsidiaries would be considered as RPTs regardless of whether a price has been charged.

Accordingly, RPTs of the Company and RPTs of the subsidiary entities exceeding the threshold of Rs. 1,000 crores or 10% of annual consolidated turnover of the Company as per the last audited financial statements of the Company, whichever is lower, shall require approval of the Shareholders of the Company with effect from April 1, 2022 onwards.

( Note: Company has no subsidiaries hence provisions related to subsidiary companies are not applicable.)

All contracts / arrangements / transactions entered by the Company during the financial year with related parties referred to in Section 188 (1) of the Companies Act, 2013 read with SEBI Listing Regulations were approved by Audit Committee and were in the ordinary course of business and on an arms length basis and Detail of which is furnished in the Annexure A in Form AOC-2 attached with this Report in compliance with Section 134 (3) (h) read with188 (2) of the Companies Act, 2013.

Further, there are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee (read with SEBI LODR (Third) amendment Reg. 2021) as also the Board for approval.

The Company has developed an Internal Guide on Related Party Transactions Manual and prescribed, Standard Operating Procedures for purpose of identification and monitoring of such transactions. Moreover, on the recommendations of the Audit Committee, your Board from time to time has devised the Policy on Related Party Transactions to incorporate the regulatory amendments to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with provisions of the Companies Act, 2013. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at https://scansteels.com/policies-and-code/- Investor Relations Segment. The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions.

The Board has approved the criteria to grant omnibus approval by the Audit Committee. Prior omnibus approval is obtained for RPT that are of repetitive nature and entered in the ordinary course of business and are at arms length. All Related Party Transactions are placed before the Audit Committee for review and approval (read with SEBI LODR (Third) amendment Reg. 2021).

All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and Regulation 23 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. None of the Executive Directors except payment of their remuneration and Independent Directors except payment of their sitting fees have any material pecuniary relationships or transactions vis-? -vis the company. Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the note no. 30 to the standalone/consolidated financial statements forming part of this Report & Annual Accounts 2024-25.

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 year, the rating of the company has been reaffirmed to CRISIL BBB+/Stable Outlook (CRISIL Triple B Plus with Stable Outlook) for Long Term Debt and Fund Based Facilities and CRISIL A2+ (CRISIL A Two Plus) for Short Term Non-Fund based Facilities from CRISIL Ratings Limited.

The Ratings derives strength from the experienced promoters and management team, long track record and established presence in the steel making, diversified product portfolio, growth in scale of operation along with moderate capital structure and debt protection metrics.

AUTHORITY TO DETERMINE MATERIALITY OF AN EVENT AND DISCLOSURE OF THE SAME TO STOCK EXCHANGE UNDER REGUALTION 30(5) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGAULTION, 2015

Mr. Ankur Madaan, Whole- Time Director, of the Company, and Mr. Prabir Kumar Das, Company Secretary and Compliance Officer of the Company 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, specialising 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

Customer expectations and steel demand are evolving, along with the channels for product and service delivery. Indias rapid urbanisation necessitates faster construction, making modularisation crucial for shorter building times and enhanced aesthetics. Rising per capita income is boosting demand for consumer goods, white goods, and automobiles. Additionally, digital commerce is growing its influence in heavy industries. This shift towards digital platforms is reshaping how products and services are delivered in the steel sector. The integration of technology in construction and manufacturing is becoming increasingly important. We believe that long-term collaborative relationships ensure strong market presence and retention in chosen segments. The companys offerings target the needs of its discerning customers, emphasizing quality and performance. We aim at serving our customers through strong brand(s), differentiated products, services, and solutions, engineering support, partnering for growth, and a reliable supply chain network. We are aiming to become the supplier of choice, delivering premium products and services, and creating value for our customers.

We recognise that effective stakeholder engagement is crucial to the sustainability and success of our operations. Engaging in meaningful dialogue with our diverse stakeholders, we gain a deep understanding of their needs and expectations. Regular and structured interactions provide us with actionable insights essential for refining our strategic planning processes. This continuous exchange enables us to make well-informed decisions and implement practices that address stakeholder concerns, reinforcing responsible business conduct. We also engage through vendor meetings, vendor feedback mechanisms, holding meetings to connect with strategic suppliers, and also through other physical and digital means.

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

For us, cybersecurity is a top priority. As we embed digitalization into our operations, our business is more susceptible to cyber threats. We have meticulously devised ways through which we can protect our business and our stakeholders through various vulnerability and breach assessments, keeping ourselves updated as per industry best practices.

At Scan Steels, cybersecurity is pivotal in fortifying our digital infrastructure against evolving threats. Guided by a proactive strategy overseen by our Risk Management Board Committee, we ensure robust protection for our operations.

HUMAN RESOURCE DEVELOPMENT AND PERSONNEL

The companys human resources (HR) management practices ensure fair and reasonable processes that are compliant with regulatory and governance requirements. HR Management focuses on key areas like fair wages, a joint consultation system for working together, self-supervised structures, robust reward and recognition schemes, opportunities for learning and growth, and a focus on employee well-being experience and engagement. Employees excel and find fulfilment in workplaces that prioritize purpose and maintain a strong organizational culture. A purpose-driven work environment emphasizes aligning employees roles with meaningful goals and values. This approach fosters engagement, satisfaction, and commitment among employees, ultimately enhancing productivity and overall success within the organization. We continue with our efforts to increase our gender diversity, and efforts are channelled towards implementing policies and recruitment initiatives across the organisation.

Scan Steels continues to enhance its internal processes and initiatives aimed at fostering a culture of continuous improvement, prioritizing safety, ethics, environmental stewardship, and community welfare. We aim at fostering teamwork, nurturing talent, enhancing leadership capability, and acting with pace, pride, and passion.

Employee health, safety, and holistic well-being; attracting and retaining diverse talent; providing an inclusive and positive work environment; and local sourcing of labour are the important values of the organizational culture.

Scan Steels considers its human capital not just as part of its business but also as the foundation of its diverse business activities to achieve success. To ensure performance excellence at all levels, we emphasize retaining and grooming meritorious employees. The company is committed to cultivating a culture of excellence, deep stakeholder engagement, and agility.

CORPORATE SOCIAL RESPONSIBILITY

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

Transparency is the cornerstone of your Companys philosophy and all requirements of Corporate Governance are adhered to both in letter and spirit. The Company ensures that it evolves and follows the corporate governance guidelines and best practices diligently, not just to boost long-term shareholder value, but also to respect rights of the minority. The Board is conscious of its inherent responsibility to disclose timely and accurate information on the Companys operations, performance, material corporate events as well as on the leadership and governance matters relating to the Company.

All the Committees of the Board of Directors meets at regular intervals as required in terms of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Companies Act. 2013. Your Board of Directors has taken all necessary steps to ensure compliance with all statutory requirements. The Directors and Key Management Personnel of your Company have complied with the approved Code of Ethics for Board of Directors and Senior Executives of the Company.

The Report on Corporate Governance as required under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 forms part of this Annual Report. The Auditors Certificate on compliance with Corporate Governance requirements is also 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.

APPLICATION FOR "IN-PRINCIPLE APPROVAL" FOR ISSUE AND ALLOTMENT OF 20,42,133 (TWENTY LACS FORTY TWO THOUSAND ONE HUNDRED AND THIRTY THREE) OPTIONALLY CONVERTIBLE REDEEMABLE PREFERENCE SHARES (OCRPS) TO BE ISSUED ON A PREFERENTIAL BASIS UNDER REGULATION 28(1) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS), REGULATIONS, 2015 TO BSE

The Board of Directors of the Company, at its meeting held on March 31, 2025, approved the issue and allotment of Optionally Convertible Preference Shares (OCPRS) and further approved conducting the Postal Ballot process in this regard. The Scrutinizer submitted his report on the results of the Postal Ballot, and based on the said report, the resolution was passed with the requisite majority. Accordingly, the issue and allotment of OCPRS was duly approved.

The Company has made an application to the Bombay Stock Exchange (BSE) for the issue and Allotment of 20,42,133 (Twenty Lacs Forty Two Thousand One Hundred And Thirty Three) Optionally Convertible Redeemable Preference Shares (OCRPS) to be issued on a Preferential Basis under Regulation 28(1) of the SEBI (Listing Obligations And Disclosure Requirements), Regulations, 2015.The application is currently under consideration, and the Company is awaiting the necessary approval ("In-principle approval"). The Board will take appropriate steps to complete the process upon receipt of such approval. The Board assures the Members that necessary actions will be undertaken to give effect to the allotment once the requisite approval is received.

SHARE CAPITAL

Authorised Share Capital

The authorized share capital of the Company as on March 31, 2025 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

Rs. 10/- (Rupees Ten) each.

Issued/Subscribed/Paid Up Capital

The paid-up equity share capital as on March 31, 2025 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

Rs. 10/- (Rupees Ten Only).

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) Composition

The Company recognizes that a diverse and well-balanced Board is fundamental to its sustained success and effective governance. In alignment with the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, the composition of the Board reflects an optimal mix of Executive and Non-Executive Directors. The Board comprises individuals with a wide spectrum of expertise, including industry knowledge, financial acumen, legal insight, and operational experience. The Directors also bring in diverse regional, cultural, and geographical perspectives, which contribute meaningfully to informed decision-making and help maintain the Companys strategic edge in a competitive environment.

As of March 31, 2025, the Board consisted of eight (6) Directors, including:

?€? Two (2) Executive Directors and

?€? Four (4) Non-Executive Directors, including One (1) Non-Independent Director-Chairperson related to Promoter and one (1) Independent Woman Director

Appointment/ Re-appointment/ Resignation

Between Year End date March 31,2025 and the Date of Directors Report , the present term of Mr. Ankur Madaan (DIN:07002199), as Whole-Time Director & Chief Executive Officer (CEO), will expire on May 23, 2026. Based on the recommendation of the Nomination and Remuneration Committee, the Board has considered and approved his reappointment for a further term of 3 (Three) years from May 24, 2026 to May 23, 2029 (both days inclusive), subject to approval of shareholders by way of Ordinary Resolution at the ensuing Annual General Meeting.

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board has considered and approved the appointment of Mr. Jitendriya Mohanty (DIN: 03586597) as an additional director (Non-Executive Independent Director), Ms. P. Monalisha (DIN: 10992460) as an additional director (Non-Executive Independent Woman Director) and Mrs. Sushama Anuj Yadav (DIN: 07910845) as an additional director (Non-Executive Independent Woman Director) for a first term of 5 (Five) consecutive years, w.e.f. August 8, 2025 subject to approval of shareholders by way of Special Resolution at the ensuing Annual General Meeting.

Further, The Board of Directors, Approved the Resignations Submitted by Mr. Gagan Jalan, (DIN: 09523622) (Non-Executive Independent Director), Mr. Punit Kedia, (DIN: 07501851) (Non-Executive Independent Director) and Mrs. Konika Poddar (DIN 10435224), (Non-Executive Independent Woman Director) of the Company; consequently, they ceased to be an Independent Director of the Company from close of business hours on August 8, 2025. The Board of Directors and the Management of the Company placed on record their deep appreciation for the contributions made by them during their association with the company as an independent director.

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. Ankur Madaan (DIN:07002199)-Whole Time 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. Ankur Madaan (DIN:07002199), 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

Mr. Ankur Madaan - Whole Time Director, Mr. Prabir Kumar Das - Company Secretary & Compliance Officer and Mr. Kalyan Kiran Mishra - Chief Financial Officer (w.e.f. November 5, 2024) 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., During the year under review, there has been change in Key Managerial Personnel.

Independent Director

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.

Familliarisation Programme for Independent Directors

All New Independent Directors (IDs) whenever inducted into the Board are given an orientation. Presentations are made by Executive Directors (EDs) and Senior Management giving an overview of our operations, to familiarize the new IDs with the Companys business operations. The new IDs are given an orientation on our products, group structure, Board constitution and Procedures, matters reserved for the Board, and our major risks and risk management strategy. Visits to Plant and Factory locations are organized for the IDs to enable them to understand the business better. The company familiarises the New and Existing Independent Directors of the Company from time to time with their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company, etc. and also, by updating them about latest amendments in Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other Laws related to Company. Details of Same are put up on the website of the Company at https://scansteels.com/independent-directors/ - Investor Relations Segment.

Separate Independent Director Meeting

In term of requirements 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 January 11, 2025 and All the Independent Directors were present at the said Meeting.

The Independent Directors at the meeting reviewed the following: a. Performance of Non-Independent Directors and the Board as a whole; b. Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors; and c. Assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Post the Annual ID meeting, the collective feedback of each of the Independent Directors was discussed by the Chairperson of the Nomination Remuneration Committee with the Board covering performance of the Board as a whole, performance of the non-independent directors and performance of the Board Chairman. In addition to formal meetings, interactions outside the Board meetings also take place between the Chairman and Independent Directors.

BOARD ANNUAL EVALUATION

Pursuant to Regulation 17(10) of SEBI (Listing Obligations

& Disclosure Requirements) Regulations, 2015, and in compliance with the Section 134(3) (p) Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

The Board carried out an annual performance evaluation of its own performance, the individual Directors (including Independent Directors), as well as the evaluation of the working of the Committees of the Board pursuant to the provisions of the Act and SEBI Listing Regulations. The performance evaluation of the Chairman, Whole- Time Director and the Non- Independent Directors was carried out by Independent Directors. The performance evaluation of the Independent Directors was carried out by the entire Board in compliance with the Companies Act, 2013. The performance evaluation of all the Directors/ its committees and / or Board as a whole was also carried out by the Nomination and Remuneration Committee and NRC also review its implementation and compliance. Details of the same are given in the Report on Corporate Governance annexed hereto.

The Chairman of the Board had one-on-one meetings with the IDs. The Chairperson of the Nomination and Remuneration Committee (NRC) held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as on each of the other Directors. These meetings were intended to obtain Directors inputs on effectiveness of the Board/ Committee processes.

While evaluating the performance and effectiveness of the Board, various aspects of the Boards functioning such as adequacy of the composition and structure and quality of the Board, time devoted by the Board to Companys long-term strategic issues, quality and transparency of Board discussions, execution and performance of specific duties, obligations and governance and effectiveness of board processes, information and functioning were taken into consideration. Committee performance was evaluated by the Board on the basis of their effectiveness in carrying out respective mandates, and after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

A separate exercise was carried out to evaluate the performance of Independent Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution to Board deliberations, independence of judgment, safeguarding the interest of the Company and focus on creation of shareholders value, ability to guide the Company in key matters, attendance at meetings, etc. The Executive Directors were evaluated on parameters such as strategy implementation, leadership skills, quality, quantity and timeliness of the information flow to the Board, etc.

The Board considered and discussed the inputs received from the Directors. Further, the IDs at their meeting reviewed the performance of non-Independent Directors, Board as a whole and Chairman of the Board after taking into account views of Executive Directors and Non-Executive Directors. The Directors expressed their satisfaction with the evaluation process. The evaluation process endorsed the Board Members confidence in the ethical standards of the Company.

The evaluation process endorsed the Board Members confidence in the ethical standards of the Company, the resilience of the Board and Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management and the openness of the Management in sharing strategic information to enable the Board Members to discharge their responsibilities.

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

Based on the recommendations of the NRC, the Board has approved the Remuneration Policy for Directors, Key Managerial Personnel ( KMPs ) and all other employees of the Company. As part of the policy, the Company strives to ensure that: ?€? the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

?€? relationship between remuneration and performance is clear and meets appropriate performance benchmarks; and ?€? remuneration to Directors, KMPs and Senior Management involves a balance between fixed and incentive pay, reflecting short, medium and long-term performance objectives appropriate to the working of the Company and its goals.

The following disclosures have been mentioned in detail under the heading "Corporate Governance", part of this Annual Report: ?€”(i) all elements of remuneration package such as salary, benefits, etc., of all the directors; (ii) details of fixed component and performance linked incentives along with the performance criteria; (iii) service contracts, notice period, severance fees; (iv) Stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable.

CODE OF INDEPENDENT DIRECTORS - SCHEDULE - IV

The Board has considered Code of Independent Directors as prescribed in Schedule IV of the Companies Act, 2013. The code is a guide to professional conduct for independent directors adherence to these standards by independent directors and fulfillment of their responsibility in a professional and faithful manner will promote confidence of the investment community and regulators.

The broad items for code for independent directors are : (i) Guidelines for Professional conduct.

(ii) Role and Functions. (iii) Duties

(iv) Manner and process of appointment.

(v) Re-appointment on the basis of report of performance evaluation.

(vi) Resignation or Removal.

(vii) At least one Separate meeting of Independent Directors in a year without attendance of non independent directors or members of management.

(viii) Evaluation mechanism of Independent Directors by entire Board of Directors.

The Detailed Code of Conduct of Independent Directors of the Company and Code of Conduct for Board of Directors and Senior Management of the Company can be accessed on the website of the Company at www.scansteels.com - Investor Relations Segment.

BOARD DIVERSITY

Board diversity is the breadth of perspective, not the mere of various diverse traits that will benefit the organization. The Company believes that a diverse Board will enhance the quality of the decision made by the Board by utilizing the different thoughts, perspectives, skills, qualifications, experience, knowledge, region and industry experience, cultural and geographical background, age, ethnicity, race, and gender, etc. of the Board members necessary for achieving sustainable and balanced development. 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 viz. https://scansteels.com/ssl-policies/

SCAN STEELSS CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company. As well as the consequences of violation. The Policies/Code has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company Securities.

The Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and their Immediate Relatives in terms of Regulation 9 of the SEBI (Prohibition of Insider Trading), Regulations, 2015, Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information formulated in terms of Regulation 8 of the SEBI (Prohibition of Insider Trading), Regulations, 2015, Policies and Procedural for inquiry in case of leak of Unpublished Price Sensitive Information, or Suspected Leak of Unpublished Price Sensitive Information in terms of Regulation 9A the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, is available on our website at https://scansteels.com/ssl-policies/ and Vigil Mechanism / Whistle Blower Policy in terms of Regulation 9A of the SEBI (Prohibition of Insider Trading), Regulations, 2015 is available on our website at https://scansteels. com/policies-and-code/ - Investor Relations Segment.

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

Based on the framework of internal financial controls and compliance system established and maintained by the Company, work performed by the internal, statutory, cost, and secretarial auditors and including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during financial year 2024-25.

Accordingly, Pursuant to the requirements under section 134(3)(c) and 134(5) of the Companies Act, 2013, your directors hereby state and confirm that -a) In the preparation of the annual accounts for the year ended March 31, 2025, 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, 2025 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 AUDITORS REPORT Statutory Auditor & their Audit Report

At the Thirty First (31 st ) Annual General Meeting held on Friday, September 27, 2024, the Members approved the appointment of M/s. Das Pattnaik & Co., Chartered Accountants, (FRN: 321097E), as the statutory auditors of the Company. This appointment is for a first term, for a period of five consecutive years commencing from the conclusion of Thirty First (31 st ) Annual General Meeting until the conclusion of the Thirty-Six (36 th ) Annual General Meeting of the Company to be held in the calendar year 2029, in terms of Section 139(1) of the Companies Act, 2013. The Auditors Report on the Financial Statements for the year ended March 31, 2025, is unqualified and free from any adverse remarks, qualifications, disclaimers, or reservations. The notes accompanying the financial statements are comprehensive and self-explanatory, requiring no additional clarifications. Furthermore, the Auditors have not reported any instances of fraud under Section 143(12) of the Companies Act, and consequently, no disclosures are necessary under Section 134(3)(ca) of the Act.

Cost Auditor & Audit Report

Pursuant to Section 148 (1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit), Amendment Rules 2014, your Company is required to maintain cost records as specified by the Central Government and accordingly such accounts and records are made and maintained.

PursuanttoSection148(2)oftheCompaniesAct,2013read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company is also required to get its cost accounting records audited by a Cost Auditor Accordingly, the Board at its meeting held on August 8, 2025 has on the recommendation of the Audit Committee, re-appointed

M/s. Ray, Nayak & Associates, Partner CMA. Chaitanya Kumar Ray, Cost Accountants , having office at MIG-26, Manorama Estate, Rasulgarh, Bhubaneswar ?€“ 751010 (Odisha), as the Cost

Auditors of the Company to conduct the audit of the cost accounting records of the Company for the financial year 2025-26 on a remuneration of Rs. 60,000/- plus service tax as applicable and reimbursement of actual travel and out of pocket expenses.

M/s. Ray, Nayak & Associates 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. The Cost Auditors have submitted a certificate of their eligibility for such re-appointment and confirmed that their re-appointment is within the limits of section 141(3)(g) of the Companies Act, 2013 and have also certified that they are free from any disqualifications specified under section 141(3) and proviso to section 148(3) read with section 141(4) of the Companies Act, 2013.

The remuneration is subject to the ratification of the members in terms of Section 148 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and is accordingly placed for ratification of Members and forms part of the Notice of the ensuing AGM.

The Cost Audit Report for the financial year ended March 31, 2024 was filed in XBRL mode on September 22, 2024.

Secretarial Auditor & their Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Amarendra Mohapatra & Associates., a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the FY 2024-25. The Report of the Secretarial Audit carried out by M/s. Amarendra Mohapatra & Associates is annexed herewith as Annexure "E".

The Board at its meeting held on August 8, 2025 , has re-appointed M/s. Amarendra Mohapatra & Associates, Prop. CS. Amarendra Mohapatra, a Practicing Company Secretary (CP No- 14901) having office at House No. 56/1, MIG II, Phase I, Chandrasekharpur Housing Board Colony CS. Pur, Bhubaneswar, Odisha - 751016, as Secretarial Auditor, of the Company for F.Y. 2025-26 to undertake the Secretarial Audit of the Company 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review, the Company has complied with the applicable Secretarial Standards notified by the Institute of Company Secretaries of India.

Further, The Company has also undertaken an audit for the FY 2024-25 Pursuant to SEBI Circular No. CIR/CFD/ CMD1/27/2019 dated February 8, 2019 read with Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for all applicable compliances as per the Securities and Exchange Board of India Regulations and Circular/ Guidelines issued thereunder.

The company has received Annual Secretarial Compliance Report issued by M/s. Amarendra Mohapatra & Associates, Prop. CS. Amarendra Mohapatra, Practicing Company Secretary for the Year ended on March 31, 2025 which was duly filed with Bombay Stock Exchange Limited within the stipulated time period. The same can be accessed at https://scansteels.com/wp-content/ uploads/2024/06/MARCH-2024.pdf The Annual Secretarial Compliance Report and Secretarial Audit report contains No observation or qualification requiring explanation or comments or action to be taken by the Board under Section 134(3)(f)(ii) of the Companies Act, 2013.

Internal Auditors

On the recommendation of the Audit Committee, The Board at its meeting held on May 17, 2025 has appointed M/s. P.A. & Associates; Chartered Accountants, having office at ?€“ 2 nd Floor, Balaji Towers, G.M. Collage Road, Sambalpur ?€“ 768001 (Odisha), PAN No. of the Firm ?€“ AAFFP2414G, ICAI Registration No. 313085E, as an Internal Auditor of the Company for the financial year 2025-26. pursuant to Section 138 of the Companies Act, 2013 read with Rule No. 13 of the Companies (Accounts) Rules, 2014.

COMMITTEES OF THE BOARD

As on March 31, 2025, the Board has constituted / reconstituted the following committees:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

- Risk Management Committee

- Corporate Social Responsibility Committee

During the year, all recommendations made by the committees were approved by the Board.

Details of all the Committees such as terms of reference, composition and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

Audit committee

Audit Committee is constituted as per Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013. Composition of Audit Committee is as per Section 177 (8) of Companies Act, 2013. The Prime Objective of the Committee is to monitor and provide effective supervision of the Management s financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting and to review matters related to SEBI (Prohibition of Insider Trading), Regulations, 2015.

Nomination and Remuneration Committee

The Board has set up a Nomination and Remuneration Committee In compliance with Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Committee is responsible for making Policy pursuant to Proviso to Section 178 (3) & (4) read with Rules made there under and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and / or recommending to the Board, the remuneration package of Directors, KMP & other employees, including their annual increment and commission if any, after reviewing their performance and also to decide the Criteria for determining appointment Qualifications, Positive attributes, and Independence of a Director.

The Details Regarding the Composition of the Committee, Meetings held and Terms Of reference etc. is Detailed in Corporate Governance Report Part of this Annual Report. And the Detailed Nomination and Remuneration Policy is attached as Annexure D to this Report.

Stakeholders Relationship Committee

The Board has constituted a Stakeholders Relationship Committee According to 178 (5) of the Companies Act 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The SR Committee is primarily responsible to review all matters connected with the Companys transfer of securities and redressal of shareholders / investors / security holders complaints.

Composition and Terms of Reference of the SR Committee is Detailed in Corporate Governance Report Part of this Annual Report.

Risk Management

The Companys robust risk management framework identifies and evaluates business risks and opportunities. The Company recognises that the emerging and identified risks need to be managed and mitigated to protect its shareholders and other stakeholders interest, achieve its business objective and enable sustainable growth. The risk frame work is aimed at effectively mitigating the Companys various business and operational risks, through strategic actions. Risk management is embedded in our critical business activities, functions and processes.

Pursuant to the requirement of Regulation 21 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company has constituted a sub-committee of Directors to oversee Enterprise Risk Management Framework to ensure execution of decided strategies with focus on action and monitoring risks arising out of unintended consequences of decisions or actions and related to performance, operations, compliance, incidents, processes, systems and transactions are managed appropriately. The probability or impact thereof is reduced through tactical and executive management, policies, processes, inbuilt systems controls, MIS, internal audit reviews etc.

The Audit Committee has additional oversight in the area of financial risks, controls and Internal Audit reviews. The Company believes that the overall risk exposure of present and future risks remains within risk capacity.

The Risk Management team continuously scans the external and internal environment for developments which may throw up emerging risks for the organisation. The risk flags and risk insights are shared with the Senior Management for deep diving into emerging risk areas for the Company. The Companys risk intelligent culture enabled it to manage the uncertainties in an unprecedented business environment during the year under review. "Scenario-based risk assessment" is facilitated across the company in any uncertain circumstances. Further, business decisions were pivoted to achieve cash neutrality in operations by reducing spend, managing working capital and reducing capital expenditures.

Implementation of focussed risk mitigation strategies along with improvement in the domestic macro environment has improved the Companys risk profile in the financial year

2024-25. Despite the challenges posed by the competitive environment, the company has tried to maintain its liquidity position and has adequate resources to service the debt. The Company continues to be vigilant to proactively manage risks, as they emerge in financial year 2025-26. Health and safety of employees and the communities in the vicinity of our operations, and Environment and Climate Change impacts continues to be the top-most priority for the Company, whilst simultaneously ensuring continuity of our business operations. All business decisions are aligned to the Scan Steels Code of Conduct. The long-term strategy of the Company is focused on generating profitable growth and sustainable cashflows that creates long-term stakeholder value.

The Company had developed and Implemented a Risk Management Policy which was reviewed and approved by the Committee and Board, which can be accessed on the website of the Company at https://scansteels.com/ssl-policies/ Investor Relations Segment.

Corporate Social Responsibility Committee

We understand that sustainable growth can only be achieved when our communities flourish. In our pursuit of driving meaningful change, we have prioritised key areas such as education, healthcare, Rural Development, environmental sustainability, Empower communities with sustainable livelihoods and more.

In View of the above The Board has Constituted Corporate Social Responsibility Committee to Comply the Section 135 of the Companies Act, 2013. Corporate Social Responsibility Committee formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate a list of CSR projects or programmes which a Company plans to undertake while also recommending the amount of expenditure to be incurred on each of the activities and to monitor the CSR policy of the Company from time to time. Composition and Terms of Reference of the Committee is Detailed in Corporate Governance Report Part of this Annual Report.

VIGIL MECHNISM

In pursuance of Section 177(9) of the Companies Act, 2013 and Regulation 22 read with Regulation 4(2)(d) (iv) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism has been constituted for directors and employees to report genuine concerns and to make protected disclosures about any unethical behaviour, actual or suspected fraud, or violation of the Code of Conduct of the company. The audit committee shall oversee the vigil mechanism through the committee and provide adequate safeguards against victimization of employees and directors and any other person who availed of the vigil mechanism and have direct access to the chairman of the audit committee in exceptional cases. No personnel have been denied access to the Audit Committee. In case of repeated frivolous complaints being filed by the director or an employee, the audit committee may take suitable action, including reprimanding if necessary.

Further, Vigil Mechanism / Whistle Blower Policy in terms of Regulation 9A of the SEBI (Prohibition of Insider Trading), Regulations, 2015, can be accessed from our website at https://scansteels.com/policies-and-code/ - Investor Relations Segment.

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

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.

Further, company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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 substituted by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company is pleased to provide members facility to exercise their votes for all the resolutions detailed in the Notice of the 32 nd Annual Report of the company and the business may be transacted through e-voting. The company has engaged the services of Central Depository Services Limited (CDSL) as the authorized agency to provide the e-voting facility.

DISCLOSURES:

Number of Meetings of The Board of Directors

During the year, Fourteen (14) Board Meeting were convened and held, Details of composition of the Board and its Committees as well as details of the meetings of the Board and various Committees of your Company and Directors attending the same are set out in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committees of the Board usually meet the day before or on the day of the Board meeting, or whenever the need arises for transacting business.

Annual Return

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Return of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 & 12 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and are accessible at the web-link: https://scansteels.com/annual-return/.

Particulars of Loans, Guarantees or Investments Under Section 186

There were no loans, made by the Company under Section 186 of the Companies Act, 2013 during the year under review also no loans were given to any firms or companies in which Directors are interested. However, the company has made investment in quoted and unquoted securities as a long-term investment following the provisions of section 186 of the Act. details of the investments covered under the provisions of section 186 of the companys act, 2013 are given in the financial statements.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure F and is attached to this 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 total number of employees as on March 31, 2025 stood at 1720.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) 5(2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in the Annexure G in this Report.

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

No material changes and commitments have occurred between the end of the Companys financial year of the Company to which the financial statements relate and the date of the report which may affect the financial position of the Company or its status as a "Going Concern".

CAUTIONARY STATEMENT

Certain statements made in this Report, including those under Management Discussion and Analysis, Corporate

Governance, the Notice to Shareholders, and other sections of the Annual Report, may constitute "forward-looking statements" as per applicable laws and regulations. These statements reflect the Companys current intentions, expectations, projections, or forecasts regarding future performance.

However, actual outcomes may vary materially from those expressed or implied, owing to changes in market conditions, economic developments, or unforeseen circumstances. The Company does not assume any obligation or responsibility for the accuracy or completeness of such forward-looking statements, which may be subject to revision based on future events, developments, or the availability of new information.

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.