Steelco Gujarat Ltd Directors Report

To the Members,

Your Directors have pleasure in presenting the 36th Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2026, prepared in accordance with the applicable provisions of the Companies Act, 2013 ("the Act"), the Rules made thereunder, the Secretarial Standards issued by the Institute of Company Secretaries of India ("SS-1" and "SS-2"), and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations").

1. Financial Highlights

The financial performance of the Company for the year under review, as compared to the previous financial year, is summarised below:

Particulars	FY 2025-26	FY 2024-25
	(Rs. In lakhs)	(Rs. In lakhs)
Revenue from Operations	5,852.92	417.73
Other Income	67.01	76.17
Total Income	5,919.93	493.91
Profit/(Loss) before Exceptional Items Depreciation and Tax	(3305.55)	(1648.93)
(Less): Depreciation	(421.65)	(404.84)
Profit/(Loss) before Exceptional Items and Tax	(3,727.20)	(2053.77)
Exceptional Items	-	-
Profit/(Loss) before Tax	(3,727.20)	(2053.77)
Tax Expense	-	-
Profit/(Loss) after Tax	(3,727.20)	(2053.77)
Other comprehensive income	(5.38)	-
Total Comprehensive Income	(3,732.58)	(2053.77)
Add/(Less): Balance carried forward	(23915.05)	(21951.67)
Add/(Less): Amortisation of revaluation reserve	91.03	91.43
Add/(Less): Changes during the year	-	(1.04)
Add/(Less): Balance carried to Balance sheet	(27,556.60)	(23915.05)
Earnings per Share (Basic/Diluted) (*)	(75.05)	(41.36)

2. State of the Companys Affairs and Operations

The financial year 2025-26 was a transformational year for the Company, marked by the successful implementation of the Resolution Plan approved under the Corporate Insolvency Resolution Process and the consequent resumption of manufacturing operations. Following a period of operational suspension prior to and during the resolution process, the Company undertook a structured recommissioning of plant, machinery and utilities, re-engagement of its workforce, and re-establishment of vendor and customer relationships.

During the year, the Company has earned total income of Rs. 5,919.93 lakhs as against Rs. 493.91 lakhs in the previous year registering substantial increase of about 84.60%. The Company has incurred net loss of Rs. 3,727.20 lakhs as against net loss of Rs. 2053.77 lakhs in the previous year.

Net loss can be mainly attributed to Finance cost, employee expenses and administration costs. The Company continues to focus on a calibrated ramp-up of capacity utilisation, cost rationalisation and working capital management, supported by the funds raised through the issuance of Secured Listed Non-Convertible Debentures in January 2026.

3. Industry Outlook

A detailed analysis of the industry structure, opportunities, threats and outlook is set out in the Management Discussion and Analysis Report, which forms part of this Annual Report.

4. Future Outlook

The Board believes that the Company is well positioned to build on the operational restart achieved during the year. Key priorities for the ensuing year include progressive improvement in capacity utilisation, strengthening of the customer and vendor base, disciplined working capital management, continued compliance with the covenants applicable to the Companys listed debt securities, and consolidation of the enhanced capital base following the Rights Issue completed in June 2026.

5. Material changes and commitments 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 report

A. CHANGE IN SHARE CAPITAL & LISTING APPROVAL

During the year under review, there was no change in share capital and accordingly the paid-up Equity Share Capital of your Company continued to be Rs. 4,96,60,120 (Rupees Four crores ninety-six lakhs sixty thousand one hundred and twenty only) divided into 49,66,012 (Forty-nine lakhs sixty-six thousand twelve) Equity shares of Rs.10/- each as at 31st March, 2026.

However, after the end of the financial year in order to achieve compliance with the minimum public shareholding requirements prescribed under Rule 19A of the Securities Contracts (Regulation) Rules, 1957 and Regulation 38 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors at its meeting held on 6th June, 2026 allotted 13,30,060 Equity Shares of Rs. 10/- each at an issue price of Rs. 112 per share (including premium of Rs. 102 per share) on Rights Basis, resulting into increase in the paid- up equity share capital of the Company to Rs.6,29,60,720 divided into 62,96,072 equity shares of Rs.10 each. The Company received listing approval from BSE on 8th June, 2026, followed by trading approval on 9th June, 2026.

B. INCREASE IN AUTHORISED CAPITAL

During the year under review, the Members of the Company at their Extraordinary General Meeting held on 8th December, 2025 approved increase in Authorised Capital from Rs. 5,00,00,000/- (Rupees Five Crores Only) divided into 50,00,000 (Fifty Lakhs) Equity shares of Rs. 10 (Rupees Ten only) each to Rs. 25,00,00,000/- (Rupees Twenty-five Crores Only) divided into 2,50,00,000 (Two crore fifty lakhs) Equity shares of Rs. 10/- (Rupees Ten Only) each;

6. Disclosure under the Companies (Share Capital and Debentures) Rules, 2014

The Company has not issued any Equity share/ convertible securities during the year under review 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

However, the Board of Directors, at its meeting held on 14th November 2025, approved the issuance of secured, rated, non-convertible debentures aggregating up to Rs. 300 crores on a private placement basis to M/s India Resurgence Asset Management Business Pvt. Ltd. Pursuant thereto, the Company allotted the first series of debentures aggregating Rs. 160 crores on 1st January, 2026. Accordingly, 16,000 secured, rated, partly paid-up non-convertible debentures having a face value of Rs. 1,00,000 each were allotted at a paid-up value of Rs. 87,500 per debenture. Against the said allotment, the Company has received Rs. 140 crores from the debenture holders, and the balance amount is expected to be received in subsequent tranches in accordance with the terms of the issue.

The Company received the listing approval for the aforesaid non-convertible debentures on 9th January, 2026.

7. Change in Subsidiary Company / Joint Venture / Associate Company during the year

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.

8. Dividend

In view of the Companys recent revival from the Corporate Insolvency Resolution Process and its focus on stabilising operations, strengthening its balance sheet and conserving resources for working capital and capital expenditure requirements, your Directors do not recommend any dividend for the financial year 2025-26.

9. Transfer to Reserves

The Company is not required to transfer any amount to its reserves. Hence, no amount is transferred to reserves.

10. Voluntary revision of Financial Statements or Boards Report

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.

11. Share Capital

11.1 Authorised, Issued, Subscribed and Paid-up Share Capital

Particulars	As at March 31, 2026
Authorised Share Capital	Rs. 25,00,00,000/- (Rupees Twenty-five Crores Only) divided into 2,50,00,000 (Two crore fifty lakhs) Equity shares of Rs. 10/- (Rupees Ten Only) each
Issued, Subscribed and Paid-up Share Capital	Rs. 4,96,60,120/- (Rupees Four Crores Ninety-six Lakhs Sixty Thousand One Hundred and Twenty Only) divided into 49,66,012 (Forty-nine lakhs Sixty-six Thousand Twelve) Equity shares of Rs. 10/- (Rupees Ten Only) each

11.2 Changes in Share Capital During the Year

During the year under review, the Members of the Company at their Extraordinary General Meeting held on 8th December, 2025 approved increase in Authorised Capital from Rs. 5,00,00,000/- (Rupees Five Crores Only) divided into 50,00,000 (Fifty Lakhs) Equity shares of Rs. 10 (Rupees Ten only) each to Rs. 25,00,00,000/- (Rupees Twenty-five Crores Only) divided into 2,50,00,000 (Two crore fifty lakhs) Equity shares of Rs. 10/- (Rupees Ten Only) each. There was no change in the paid-up Equity Share Capital of your Company and it continued to be Rs. 4,96,60,120 (Rupees Four crores, ninety-six lakhs sixty thousand and one hundred twenty only) as at 31st March, 2026.

11.3 Rights Issue (Subsequent Event)

After the end of the Financial year in order to achieve compliance with the minimum public shareholding requirements prescribed under Rule 19A of the Securities Contracts (Regulation) Rules, 1957 and Regulation 38 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors at its meeting held on 6th June, 2026 allotted 13,30,060 Equity Shares of Rs. 10/- each at an issue price of Rs. 112 per share (including premium of Rs. 102 per share) on Rights Basis, resulting increase in the paid-up equity share capital of the Company to Rs.6,29,60,720 comprising 62,96,072 equity shares of Rs.10 each. The Company received listing approval from BSE on 8th June, 2026, followed by trading approval on 9th June, 2026

12. Directors and Key Managerial Personnel

12.1 Changes in Directors and KMP

During the year under review, following changes took place in the composition of Board of Directors and Key Managerial Personnel:

(i) Resignation of CS Parag Dave as a Company Secretary and Compliance Officer with effect from 14th November, 2025.

(ii) Appointment of CS Bhavisha Dubber as a Company Secretary and Compliance Officer with effect from 15th November, 2025.

(iii) Resignation of Mr. Anshoo Raj Khare (DIN:10311752) as a Whole -time Director and from the Directorship of the Company with effect from 13th January, 2026.

(iv) The Board of Directors of the Company, at its meeting held on 13th January, 2026, approved the appointment of Mr. Shankar R. Bharadhwaj (DIN: 02340170) as a Nominee Director on the Board of the Company and the same was also approved by the shareholders.

(v) The Board of Directors of the Company, at its meeting held on 14th February, 2026, approved the appointment of Mr. Subir Kumar Chowdhury (DIN: 03633998) as an Additional Director to hold office upto next Annual General Meeting and an Independent Director not liable to retire by rotation for the first term of three years with effect from 14th February, 2026. Subsequently, the appointment was approved by shareholders on 12th May, 2026 through postal ballot.

(vi) The Board of Directors of the Company, at its meeting held on 14th February, 2026, approved the appointment of Mr. Deepak Sharma (DIN: 11484653) as an Additional Director to hold office upto next Annual General Meeting and as an Executive Director for a term of two years w.e.f. 14th February, 2026. Subsequently, the appointment was approved by shareholders on 12th May, 2026 through postal ballot.

(vii) The members of the Company at their 35th Annual General Meeting held on 31st October, 2025 approved reappointment of Mr. Anoop Kumar Saxena (DIN: 10311727) as a retiring Director.

(viii) The members of the Company at their 35th Annual General Meeting held on 31st October, 2025 approved reappointment of Mr. Ashok Kumar shah (DIN: 06977676) AND Mr. Satish Kumar Panchal (DIN: 03106982) as an Independent Director of the Company for a second term of five years with effect from 15th April, 2026.

12.2 Directors Retiring by Rotation

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Ms. Mukta Jain retires by rotation at the ensuing Annual General Meeting and, being eligible, offers herself for re-appointment. The Board recommends her re-appointment.

12.3 Declaration by Independent Directors and statement with regard to integrity, expertise and experience of Independent Directors

The Company has received necessary declarations from each Independent Director under Section 149(7) of the Act and Regulation 16(1)(b) and 25(8) of the SEBI LODR Regulations, confirming that they meet the criteria of independence and are not aware of any circumstance or situation which could impair or impact their ability to discharge their duties with an objective independent judgment. 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).

12.4 Formal Board Evaluation

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.

12.5 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 https://steelcogujarat.com/

12.6 Particulars of Employees

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.

12.6 Directors Training & Familiarization

The Directors are regularly informed during the meetings of the Board and the Committees, of the activities of the Company, its operations and issues faced by the Steel Industry. Considering the association of the Directors with the Company and their seniority and expertise in their respective areas of specialization and knowledge of the engineering industry, their training and familiarization were conducted in the below mentioned areas:

• The Roles, Rights, Responsibilities and Duties of Independent Directors

• Business Development Strategy and Plans

• Changes brought in by the introduction of the Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

• New SEBI Regime - Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

13. Meetings of the Board

During the financial year 2025-26, eight meetings of the Board of Directors were held. The details of the meetings, and attendance of Directors, are set out below and in the Corporate Governance Report:

Category of Directors	Number of meetings during the year 2025-26	Last AGM Attended
	Eligible to attend	Attended
Non-Executive, Non-Independent
1. Ms. Mukta Jain	8	1	Yes
Executive, Non-Independent
1. Mr. Anoop Kumar Saxena	8	8	Yes
2. Mr. Deepak Sharma	1	1	N.A.
Non-Executive, Independent
1. Ashok Kumar Shah	8	8	Yes
2. Satishkumar Panchal	8	8	Yes
3. Rajesh Kapadia	8	8	Yes
4. Subir Kumar Chowdhury	1	1	N.A.
Nominee Director
1. Mr. Shankar Bharadhwaj	3	3	N.A.

The maximum interval between any two meetings did not exceed 120 days, in compliance with Section 173 of the Act and Regulation 17(2) of the SEBI LODR Regulations.

14. Committees of the Board

14.1 Audit Committee

The composition of the Audit Committee and the details of attendance of its members at the meetings held during the financial year are given below:

Sr. No. Name of Director	Designation	Chairman / Member	No of meeting held	No of meeting Attended
1. Mr. Ashokkumar Natwarlal Shah	Non-Executive - Independent Director	Chairman	6	6
2. Mr. Satishkumar Panchal	Non-Executive - Independent Director	Member	6	6
3. Mr. Rajesh Kapadia	Non-Executive - Independent Director	Member	6	6
4. Mr. Anoop Kumar Saxena	Managing Director	Member	6	6

All the members of the Audit Committee are having financial and accounting knowledge. The Audit Committee also invites such persons, as it considers appropriate to be present at its meetings.

14.2 Nomination and Remuneration Committee

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 https://steelcogujarat.com/

During the Year under Review, six meetings were held during the Financial Year 2025-26.

The Nomination and Remuneration Committee was constituted comprising of the following members:

Sr. No. Name of Director	Designation	Chairman / Member	No of Meetings held	No of Meetings attended
1. Mr. Satishkumar Panchal	Non-Executive - Independent Director	Chairperson	6	6
2. Mr. Ashokkumar Natwarlal Shah	Non-Executive - Independent Director	Member	6	6
3 Mr. Rajesh Kapadia	Non-Executive Independent Director	Member	6	6
4 Ms. Mukta Jain	Non-Executive NonIndependent woman Director	Member	6	1

14.3 Stakeholders Relationship Committee

During the Year under Review, total one meeting was held during the Financial Year 2025-26.

The Stakeholders Relationship Committee was constituted comprising of the following members:

Sr. No. Name of Director	Designation	Chairman / Member	No of meetings held	No of meetings Attended
1. Mr. Ashokkumar Natwarlal Shah	Non-Executive - Independent Director	Chairperson	1	1
2. Mr. Satishkumar Panchal	Non-Executive - Independent Director	Member	1	1
3. Mr. Rajesh Kapadia	Non-Executive - Independent Director	Member	1	1
4 Mr. Anshoo Raj Khare (resigned with effect from 13th January 2026)	Whole time Director	Member	1	1

15. Internal Financial Controls and their Adequacy

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, 2026, 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.

16. Risk Management

The Company has a reasonably workable risk management framework to identify measure and mitigate business risks and opportunities. The framework seeks to minimize adverse impact on the business objective and enhances the Companys competitive advantage. This risk management framework helps in managing market, credit and operations risks.

17. Vigil Mechanism / Whistle Blower Policy

The Company has in place Vigil Mechanism for directors and employees to report their genuine concerns about unethical behaviour, actual or suspected fraud, or violation of code of conduct and its details are available on the website of the Company at https://steelcogujarat.com/

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 https://steelcogujarat.com/

18. Code of Practices and procedures for fair disclosure of Unpublished Price Sensitive Information

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 https://steelcogu jarat.com/

19. Transfer of amount to Investor Education and Protection Fund

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.

20. Policy on Prevention of Sexual Harassment

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 2025-26 is as under:

Particulars	No.
Number of complaints pending at the beginning of the year	0
Number of complaints received during the year	0
Number of complaints disposed of during the year	0
Number of complaints pending at the end of the year	0

21. Compliance with Secretarial Standards

The Company has complied with the applicable Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India, to the extent applicable during the year under review.

22. Related Party Transactions

There were no related party transactions during the year under review.

23. Deposits

The Company has not accepted any deposits from the public within the meaning of Section 73 and 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

24. Particulars of Loans, Guarantees and Investments

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.

25. Significant and Material Orders passed

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.

26. Corporate Social Responsibility (CSR)

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.

27. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, and 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, are provided below:

A. Conservation of Energy

The Company remains committed to conserve energy and has installed a solar power system at its facilities to promote the use of renewable energy and enhance energy efficiency. The Company also continues to undertake measures for the optimal utilization and conservation of energy, wherever feasible.

B. Technology Absorption

The Company has not imported any technology during the financial year under review. Accordingly, there are no particulars to be furnished relating to technology absorption in terms of the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

C. Foreign Exchange Earnings and Outgo

During the financial year under review, the Company did not have any foreign exchange earnings or foreign exchange outgo.

28. Annual Return

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2025-26 is uploaded on the website of the Company at www.steelcogujarat.com

29. Directors Responsibility Statement

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:

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

• 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;

• 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;

• The Directors had prepared annual accounts on a Going Concern basis;

• 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.

30. Auditors

30.1 Statutory Auditors

The members of the Company at their 34th Annual General Meeting held on 30th September, 2024 appointed M/s. M Sahu & Co. Chartered Accountants as Statutory Auditors to hold office for a term of five years from the conclusion of the 34th Annual General Meeting. However, in compliance with the Debenture Trust Deed dated 3rd December, 2025 he resigned as Auditor of the Company effective from close of business hours on 14th August, 2026 solely to enable the Company to comply with Clause 7.13 of the Debenture Trust Deed dated 3rd December, 2025 requiring the Company to appoint another accounting firm as statutory auditor acceptable to the Debenture Trustee and Debenture holders. Based on the requirements of the Deed and the consent of the proposed auditors, the Board of Directors, on the recommendation of the Audit Committee, at its meeting held on 13th August, 2026 appointed M/s. T R Chadha & Co. LLP, Chartered Accountants, as the Statutory Auditors of the Company to fill up the casual vacancy caused by the resignation of M/s. M Sahu & Co., Chartered Accountants, to hold office until the conclusion of the ensuing Annual General Meeting, subject to the approval of the Members.

30.2 Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s Devesh Pathak & Associates, Practising Company Secretaries, to undertake the Secretarial Audit of the Company for FY 2025-26. The Secretarial Audit Report in Form MR-3 is annexed as Annexure 3 to this Report.

30.3 Cost Auditor

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.

30.4 Internal Auditor

The Company had appointed M/s. K R & Associates Chartered Accountants, as an Internal Auditor for the Financial Year 2025-26 under Review pursuant to section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014.

30.5 Reporting of Fraud by Auditors

During the year under review, there have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed there under either to the Company or to the Central Government.

31. Management Discussion and Analysis

A detailed Management Discussion and Analysis Report as per Annexure-1, covering industry structure and developments, opportunities and threats, segment-wise performance, outlook, risks and concerns, and internal control systems, forms part of this Annual Report as required under Regulation 34(2)(e) of the SEBI LODR Regulations.

32. Corporate Governance Report

A separate Annexure-2 on Corporate Governance, together with a Certificate M/s Devesh Pathak & Associates, Practising Company Secretaries, regarding compliance with the conditions of Corporate Governance as stipulated under the SEBI LODR Regulations, forms part of this Annual Report.

33. Material Changes in the nature of Business

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

34. General Disclosures

Your Directors state that there was no transactions of buy back of securities or financial assistance in the regard during the year under review, no disclosure or reporting is required in respect of it.

35. Statement of compliance of Maternity Benefit Act, 1961

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

36. NO APPLICATION PENDING UNDER IBC

Neither any application is made, nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (IBC) during the year under review and accordingly, the Company has no information to offer in this regard.

37. NO ONE TIME SETTLEMENT (OTS)

The Company has not undergone any one-time settlement and accordingly the Company has no information to offer in respect of the difference between the amount of the valuation at the time of one-time settlement and the valuation date while taking loan, if any.

38. Acknowledgement

Your Directors place on record their sincere appreciation for the co-operation and support extended by the Central and State Government authorities, the Honble National Company Law Tribunal, the Debenture Trustee, lenders, banks, customers, vendors, shareholders, debenture holders and other stakeholders during the Companys revival

and the year under review. Your Directors also place on record their appreciation for the dedication, commitment and hard work of employees at all levels, whose efforts have been instrumental in the successful restart of manufacturing operations.

By order of the Board
For Steelco Gujarat Limited
	Sd/-	Sd/-
Place: Vadodara	Mr. Anoop Kumar Saxena	Mr. Deepak Sharma
Date: 13.08.2026	Managing Director	Director
	DIN:10311727	DIN:11484653