Steelco Gujarat Ltd Directors Report

ii. Commencement of Commercial Production

As you are aware, the Company was un-operational since 2019 and was under Corporate Insolvency Resolution Process (CIRP). Your Directors have pleasure to inform that your Company has commenced Commercial Production from 14th July, 2025. Its positive impact is expected to be reflected in the current year

There was no material change in the nature of business of the Company during the year.

There was no change in the share capital. However, as reported earlier, in terms of the Resolution Plan approved by the Honble National Company Law Tribunal, Ahmedabad Bench (Honble NCLT) vide their order dated 31st July, 2023, Restructuring of the Equity and Preference share capital effective from 31st March, 2024 was implemented as follows:

Allotment of 47,00,000 Equity shares of Rs. 10/-each aggregating to Rs. 4,70,00,000 to the Resolution Applicant/SPV with effect from 31st March, 2024 out of the funds already infused pursuant to the Resolution Plan.

Total reduction of

- 3,19,21,366 Equity Shares of Rs. 10/-each aggregating to Rs. 31,92,13,660

- 3,28,20,000 12.5% Cumulative Redeemable Non-Convertible Preference Shares of Rs.10/- each aggregating to Rs. 32,82,00,000

- 34,86,200 7% Cumulative Redeemable Non-Convertible Preference Shares of Rs.10/- each aggregating to Rs. 3,48,62,000

pursuant to Resolution Plan held by M/s. Spica Investment Ltd; erstwhile Promoter, Partial reduction of 1,06,40,456 Equity Shares of Rs. 10/-each aggregating to Rs. 10,64,04,560 held by public into 2,66,012 Equity Shares of Rs. 10/-each aggregating to Rs. 26,60,120 in the ratio of 2.5 Equity Shares of Rs. 10/-each for every 100 Equity shares of Rs. 10/- each held by every public shareholder in terms of SEBI Regulations and pursuant to the Resolution Plan.

Alteration in the Capital Clause of Memorandum of Association relating to Reduction in Authorised Capital from Rs. 150 crores to Rs. 5 crores pursuant to the Resolution Plan . Approval of the shareholders/members would be deemed to have been obtained and the provisions made in the resolution plan as regards the restructuring of capital shall be binding on them.

Members of the Company at their adjourned Annual General Meeting held on 30th September, 2025 approved increase in Authorised Capital from Rs. 5,00,00,000 divided into 50,00,000 Equity Shares of Rs. 10/- each TO Rs. 50,00,00,000 divided into

4,00,00,000 Equity Shares of Rs. 10/- each and 1,00,00,000 Preference Shares of Rs. 10/- each.

BSE ltd. granted Listing approval to Restructured Share Capital of 49,66,012 Equity Shares of Rs. 10/- each om 28th April, 2025. The Company has already made application to BSE Ltd. for trading approval and is awaited.

4. DISCLOSURE UNDER THE COMPANIES (SHARE CAPITAL AND DEBENTURES) RULES, 2014:

The Company has not issued any securities and accordingly, the Company is not required to report

- Details of issue of Equity Shares with Differential rights pursuant to Rule 4(4) of

- Details of issue of Sweat Equity Shares pursuant to Rule 8(13) of

- Details of the Employee Stock Option Scheme pursuant to the Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014

5. AMOUNT TRANSFERRED TO RESERVES:

In view of carried forward losses, no amount is transferred to reserve.

6. DIVIDEND

Your Directors do not recommend any dividend on the equity shares of the Company in view of carried forward losses.

7. DEPOSITS

Your Company has neither accepted nor renewed any deposits within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

The Company has neither made any investment nor loan nor given any guarantees nor provided any securities covered under the provisions of Section 186 of the Companies Act, 2013 (the Act) during the year under review.

9. INFORMATION ABOUT SUBSIDIARY COMPANY / JOINT VENTURE / ASSOCIATE COMPANY

Neither the Company has any Subsidiary, Joint Venture or Associate Company nor has any other Company become or ceased to be Subsidiary / Joint Venture / Associate Company.

10. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

During the tear under review, change in the Board of Directors and Key Managerial Personnel was as follows:

(i) Appointment of Mr. Anoop Kumar Saxena (DIN: 10311727), Mr. Anshoo Raj Khare (DIN: 10311752) and Ms. Mukta Jain (DIN: 10315222) as Retiring Directors at the Annual General Meeting held on 30th September, 2024 who were earlier appointed as Directors on 25th October, 2023 pursuant to Resolution Plan.

(ii) Appointment of Mr. Ashokkumar N. Shah (DIN: 06977676) and Mr. Satish Kumar Panchal (DIN: 03106982) as Additional Directors to hold office upto next Annual General Meeting and as Independent Director w.e.f. 15th April, 2024 for the period of two years. Subsequently, members of the Company at their Annual General Meeting held on 30th September, 2024 approved their appointment.

(iii) Appointment of CA Mr. Mahendra Parekh as a Chief Financial Officer w.e.f. 15th April, 2024.

(iv) Appointment of Mr. Anoop Kumar Saxena as Managing Director and Mr. Anshoo Raj Khare as Whole time Director w.e.f. 15th April, 2024 for the period of three years. Subsequently, members at their Annual General Meeting held on 30th September, 2024 approved their appointment.

(v) Appointment of Mr. Rajesh Kirtivadan Kapadia (DIN: 10808106) initially as an Additional Director to hold office upto next Annual General Meeting as an Independent Director w.e.f.14.10.2024 for a period of two years. Subsequently, members approved his appointment through Postal Ballot on 11th January, 2025.

(vi) Appointment of CS Parag Dave as a Company Secretary and Compliance officer of the Company w.e.f. 02.12.2024

Since there was no unpaid/unclaimed amount required to be transferred to Investor Education & Protection Fund (IEPF) during the year under review, no amount was transferred to IEPF.

No material changes and commitments affecting the financial position of the Company have occurred between the end of financial year to which this financial statement relates and the date of this report and hence not reported.

Pursuant to the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) as may be applicable, Board evaluation was made taking into consideration of the various aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations, governance, etc.

During the year under review, 6 meetings of the Board of Directors were held.

Since the Company has not made any voluntary revision of Financial Statements or Boards Report during the year under review, detailed reasons for the same pursuant to proviso to section 131 of the Act are not required to be reported.

16. WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has a Whistle Blower Policy pursuant to Section 177 of the Companies Act, 2013 and the rules made there under and Regulation 22 of LODR, to report genuine concerns of Directors and Employees. The Policy has been posted on website of the Company at www.steelcogujarat.com.

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 the Board of Directors of the Company approved the updated Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information. The Policy has been posted on website of the Company at www.steelcogujarat.com.

18. NOMINATION AND REMUNERATION POLICY

The Policy of the Company has been framed on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and remuneration of Key Managerial Personnel and other employees of the Company pursuant to Sub-section (3) of Section 178 of the Act and Regulation 19 of LODR. The Policy has been posted on website of the Company at www.steelcogujarat.com.

A separate report on Corporate Governance as stipulated by Regulation 34(3) read with Para C of Schedule V to the LODR, along with the required certificate from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated by para E of LODR along with the compliance certificate from MD and CFO is enclosed as per Annexure-1.

20. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report is enclosed as per Annexure-2.

The Company has not entered into any contracts/ arrangement with related parties

pursuant to section 188 of the Companies Act, 2013 and hence, no information is furnished.

22. (A) STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE ACT

The Board of Directors hereby declares that all the independent directors duly appointed by the Company have given the declaration and they meet criteria of independence as provided under Section 149(6) of the Act.

Your Directors are of the opinion that Independent Directors of the Company are of high integrity and suitable expertise as well as experience (including proficiency).

(i) To the best of the knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statement in terms of Section 134(4) (c) of the Companies Act, 2013:

(ii) That in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(iii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year ended on that date;

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

(v) The Directors had prepared annual accounts on a Going Concern basis;

(vi) That 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.

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

(i) In terms of Resolution Plan approved by Honble NCLT vide their order dated 31st

July, 2023 read with letter dated 5th April, 2024 of NOGF-III, the successful Resolution Applicant and on the recommendation of the Audit Committee, the Board initially appointed M/s. M Sahu & Co., Chartered Accountants (Firm Registration No. 130001W), as Statutory Auditors of the Company to hold office upto next Annual General Meeting. Subsequently, the members of the Company at their 34th Annual General Meeting held on 30th September, 2024 appointed them as Statutory Auditors to hold office for a term of five years from the conclusion of the 34th Annual General Meeting.

(ii) INTERNAL AUDITOR APPOINTMENT.

The Company had appointed M/s. Mukund & Rohit, Chartered Accountants, as an Internal Auditor for the Financial Year under Review pursuant to section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014.

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules 2014, maintenance of cost records and appointment of Cost Auditors were not applicable to the Company during the year under review.

The observations of the auditors, viz. Statutory Auditors and Secretarial Auditors, when read together with the relevant notes to the financial statements, are self-explanatory and should be viewed in the light of following facts and circumstances:

In the regard, the auditors have been informed that:

(i) The Company had been un-operational since November, 2019 and the Company has recently commenced its commercial production on 14th July, 2025

(ii) The Company was admitted to Corporate Insolvency Resolution Process (CIRP) vide order CP(IB) No. 342/NCLT/AHM/2020 dated 31.12.2020 by Honble National Company Law Tribunal, Ahmedabad Bench, Court No. II (Honble NCLT) and Mr. Nirav Anupam Tarkas, Chartered Accountant was appointed as Interim Resolution Professional (IRP). Subsequently, at the first CoC Meeting held on 10.02.2021, his appointment was confirmed as Resolution Professional (RP).

(iii) During the CIRP period, powers of the Board stood suspended,

(iv) Honble NCLT subsequently passed an order vide No. IA No. 763/AHM/2022 in CP(IB)/342/AHM/2020 dated 31st July, 2023 approving Resolution Plan submitted by M/s. Next Orbit Growth Fund III - the Resolution Applicant for Steelco Gujarat Limited (the Company)

(v) The New Management (the Resolution Applicant) is in the process of implementation of the Resolution Plan. Auditors observations should be viewed in aforesaid perspective.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company have appointed M/s. Devesh Pathak & Associates, Practising Company Secretaries, Vadodara to undertake the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report is enclosed as per Annexure-3 and forms an integral part of this report.

(28) . COMPLIANCE WITH SECRETARIAL STANDARDS

The Secretarial Standards issued and notified by the Institute of Company Secretaries of India has been generally complied with by the Company during the year under review after CIRP period.

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2024-25 is uploaded on the website of the Company at www.steelcogujarat.com.

The Company has designed and implemented a process driven framework for Internal Financial Controls ("IFC") within the meaning of the explanation to section 134(5)(e) of the Act. For the year ended on 31st March, 2025, the Board is of the opinion that the Company has in all material respects sound Internal Financial Control system in place, commensurate with the size, scale and complexity of its business operations; however, they are required to be strengthened further and its operative effectiveness requires improvement. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and / or improved internal controls whenever the effect of such gaps would have a material effect on the Companys operations.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy.

The summary of sexual harassment complaints received, disposed off and pending for more than ninety days during the financial year 2024-25 is as under:

Number of Complaints received: Nil

Number of Complaints Disposed off: Nil

Number of Complaints pending for more than ninety days: Nil

Your Directors state that the Company is compliant of the provisions of the Maternity Benefit Act, 1961.

Since the Company was virtually unoperational during the year under review, the Company:

a. has no material information to offer in respect of Conservation of Energy

b. has no material information to offer in respect of Technology absorption

c. has neither earned nor spent any foreign exchange.

Since the Company does not fall in any of the criteria mentioned in section 135(1) of the Act, provisions of Section 135 of the Act and rules framed thereunder relating to Corporate Social Responsibility, are not applicable to the Company. Hence, no details in the regard have been furnished.

There was no employee drawing remuneration of Rs. 1,02,00,000 or more per annum or Rs. 8,50,000 per month for any part of the year or more including any director. Hence no particulars have been furnished as contemplated under section 197 of the Act read with

Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

No significant or material order was passed by the Regulators or courts or tribunal impacting the going concern status and the Companys operations in future during the year under review.

Your Directors state that there being no transactions with respect to following items during the year under review, no disclosure or reporting is required in respect of the following matters:

(i) No receipt of remuneration or commission by the Managing Director nor the Whole-time Directors of your Company from its subsidiaries.

(ii) No Buy-back of shares or financial assistance under Section 67(3).

Your Directors take this opportunity to express their appreciation for the co-operation and assistance received from the Government of India, Government of Gujarat, Financial Institution, the Companys Bankers, Electricity Companies, Palej Gram Panchayat, other Government Agencies, Customers, Suppliers and Investors. Your Directors express gratitude to the investors for their confidence reposed in the Company and Co-operation, and especially to the employees for their dedicated service and support.