Uttam Value Steels Ltd Directors Report

To,

The Members of
Evonlth Vaiue Steel Limited

The Board of Directors of the Company presents Directors Report on the business and operations of the
Company together with the Audited Financial Statements for the year ended March 31, 2025,

1. COMPANY VISION & GROWTH STRATEGY

Since the inception of our corporate brand, Evonith Steel, the companys strategy has had at its
cornerstone the mindset of "Continuous Improvement and Impact". This mindset perpetually views
challenges as opportunities and encourages all to challenge themselves in order to grow together with the
Company. Our commitment is to protect and care for our employees, the environment, and all the
stakeholders with whom we collaborate. Our promise of a ‘Better Today is a representation of our
persistent endeavour for excellence across ail facets of the organisation. Our values focus on creating a
safe and secure workplace for everyone, promoting sustainability in the community and building strong
partnerships with all stakeholders, which is meticulously inculcated in our ‘Work Ethos.

Our Work Ethos

The company strives for the betterment of all in the industry, which is the guiding essence and articulated
as Here for AH, Whether it is our customers or our internal stakeholders or even the larger community,
we continuously work towards making each day better".

Our people matter most: We foster a culture of trust and collaboration. Our employees are inspired to
push the boundaries with ideas that lead towards lasting impact. This is due to an encouragement to be
open, expressive and honest. For us, the voice of every individual counts.

Safety comes first: At our Company, safety is of topmost priority. This means providing regular training
on health & safety matters and involving employees in problem-solving workshops to identify potential
production hazards. With hardly any significant fatalities or harm reported in the years since our inception
as the new corporate entity, it is a testimony to our focus on the safety-first approach.

We strive for excellence: We dont just develop resourceful norms to stay ahead in this ever-changing
market - we empower our people to create excellence. In this context, excellence for us means making
strides towards delivering superior operational efficiency and producing high-quality offerings. Rounded
with this belief and a sentiment of ‘Here for AH, the company truly attempts to make each day count to
deliver on its promise of a ‘Better Today.

Growth Strategy

The Companys growth strategy is based on ensuring the current asset base is kept in optimal sustainable
condition going forward. Further growth is driven by serving the countrys growing demand for steel with
Government of Indias vision to ensure that overall steel production capacity will reach 300 Mn MT by

2030.

Our organic growth is aligned with this vision and our brownfield expansion strategy is being evaluated to
achieve a 2.5 plus mtpa production capacity over the next few years at a competitive cost advantage vis-
a-vis industry norms. Our broad aim is for the output of the Steel Complex at Evonith Steel City, Wardha
to be equivalent to at least 1 % of the nations capacity. Capital expenditure planning work has commencgcL^
on this front with plans being firmed up for the installation of a Ductile Iron (Di) Pipe plant which wijpae
value accretive by adding a highly complex product offering to our overall product portfolio.

f{ I // lui II

We remain steadfast in our environmental commitments through our capital investments. We have to date
spent over INR 50 crores on features dedicated to lowering our emissions output with our recently
completed secondary dedusting project at EVSL as a prime example.

Further acquisitions of complementary assets will be evaluated if they are deemed to add incremental
value, complexity or improve the cost position of our existing asset base and product portfolio.

2, HIGHLIGHTS OF THE YEAR:

• Highest ever SMS production of 701K MT

• Highest ever HRM production of 683K MT

• Highest ever dispatched of finished products 658K MT

• Refinancing of Non-Convertible Debentures with Rupee Term Loan resulting in interest cost
savings.

• During the year, the Company embarked upon putting up a Ductile Iron (Dl) Pipe Plant with a
capacity of 0,3 MMTPA.The project is expected to be completed in next financial year 25-26.

3. FINANCIAL RESULTS:

The highlights of Financial Results are under:

Particulars	Standalone
	Amount (In Crore INR)
	Year ended 31st March, 2025	Year ended 31st March, 2024
Revenue from operations	3,953.23	4,390.76
Add: Other Income	37.10	31.56
Total Income	3,990.33	4,422.32
Less: Expenditures other than Depreciation and Amortization expenses	(4,125.09)	(4,416.87)
Profit/Loss Before Depreciation, Exceptional Items and Tax	(134.76)	5.46
Less: Depreciation and Amortization expenses	(145.14)	(141.88)
Profit/Loss Before Exceptional Items and Tax	(279.90)	(136.42)
Exceptional items	-	-
Profit/Loss Before Tax	(279,90)	(136.42)
Less: Current Income Tax		-
Less/Add: Deferred tax/ Deferred tax Credit	(70.26)	(35.94)
Net Profit/Loss After Tax	(209.64)	(100.48)
Share of Profit/(Loss) of Associate	-	-
Add: Other Comprehensive income	11.04	0.51
Total Comprehensive Income for the year	(198.60)	(99.98)
Earnings Per Share	(4.98)	(2.39)
Diluted Earnings Per Share	(4.98)	(2.39) ^

4„ STATE OF COMPANYS AFFAIRS: ffe (

l%v \

The Company achieved a total income of Rs. 3,990.33 Crore as against Rs. 4,422 Crore in the prev?s^^
year on Standalone basis. The net loss aftertax of the Company for the year is Rs. 209.64 Crore as againlte^
loss of Rs. 100.48 Crore in the previous year on Standalone basis.

Further, total Comprehensive loss for the year is Rs. 199.02 Crore as against loss of Rs. 99.98 Crore in
the previous year on Standalone basis. During the year, the loss is mainly attributable to lower finished
product prices owing to weak demand and cheaper imports. However, the company focused on higher
production and shipment of special grade steel to minimize the loss.

5. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the year under review, there has been no change in the nature of business.

6. TRANSFER TO RESERVES:

As the Company has incurred loss for the year, the Company is unable to transfer any amount to the
Reserves for the year under review.

The Company has not transferred any amount to the Reserves for the year under review.

7. DIVIDEND:

The Board of Directors of the Company have not recommended any dividend for the year under review.

8. DEPOSITS:

During the year under review, your Company has not accepted/ renewed any public deposits within the
meaning of Sections 73 to 76A of the Companies Act, 2013 (‘Act) read with the Companies (Acceptance
of Deposits) Rules, 2014.

9. AVAILMENT OF RUPEE TERM LOAN FACILITY:

During the year under review, the Company borrowed a sum of Rs. 723 Crore under an aggregate Rupee
Term Loan facility of Rs. 1700 Crore availed by the Company (EVSL) and Evonith Metallics Limited (EML)
together, from a syndicate of lenders for a maximum period of 7 years to refinance the existing debt under
Series A & Series B Non-Convertible Debentures (NCDs) for EML and EVSL and also to provide working
capital funds for the respective Company operations. The said borrowing structure is aimed to bring down
an overall reduction in the borrowing costs for the Company in the long-term. The said facilities are backed
up by the creation of charge as per the terms agreed under the facility documents.

The availment of the said facilities are well within the limits available to the Company under Section
180(1 )(a) read with Section 180(1)(c) of the Companies Act, 2013.

10. SHARE CAPITAL:

Authorised Share Capital:

Authorised Share Capital of the Company is Rs. 2000 Crore divided into Rs. 1500 Crore consisting of 1500
Crore Equity Shares of Re.1 each, and Rs.500 Crore consisting of 50 Crore Cumulative Redeemabl
Preference Shares of Rs. 10 each.

Paid-up Share Capital:
Equity Share Capital:

Paid-up Share Capital of the Company is Rs. 42,10,52,637 divided into 42,10,52,637 Shares of Re.1/~

each.

There has been no change in the above Equity Share capital of the Company during the year under review.
11 DEBENTURES:

During the year under review, the company has made prepayment to the existing Debenture holders and
prepaid the whole outstanding amount as on September 30, 2024 under Series A & 8 Non-Convertible
Debentures, out of the proceeds of Rupee Term Loan facility availed by the Company as stated under
paragraph no. 9 of this report.

Accordingly, at the end of the financial year, there were no Debentures outstanding with the Company.

12. MATERIAL CHANGES AND COMMITMENTS, IF ANY, BETWEEN END OF THE FINANCIAL
YEAR(FY) AND THE DATE OF THE BOARD REPORT WHICH MAY AFFECT THE FINANCIAL
POSITION OF THE COMPANY:

There are no material changes or commitments affecting the financial position of the Company which have
occurred between the end of the FY and the date of this Report.

13. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNELS (KMP):

As on the date of this report, the details of the Board of Directors and KMP are as follows:

Sr. DIN No.	Name of the Director/ KMP	Designation	Date of Appointment / Resignation
1 07613832	*Mr. Jai Krishna Saraf	Non-Executive Director & Chairman	29/12/2020
2 08579812	Mr. Anjani K. Agrawa!	Independent Director	29/12/2020
3 01851810	Mr. Partha Sengupta	Non-Executive Director	29/12/2020
4 00462925	Ms. Mamta Binani	Independent Director	19/03/2021
5 06861516	Ms. Nipun Gupta Jain	Independent Director	20/09/2024
6 08936958	Mr. Anil Kumar Bangur	Whole-Time Director and Chief Executive Officer (KMP)	29/12/2020
7 09338767	**Mr. Rajib Guha	Additional Non-Executive Director	16/04/2025
8 NA	Mr. Nagraj Mogavira	Acting Chief Financial Officer (KMP)	01/02/2024
9 NA	Ms. Kavita Maniar	Company Secretary (KMP)	07/12/2023

* As per the provisions of Section 152 of the Act and Articles of Association of the Company, Mr. Jai
Krishna Saraf retires by rotation at the ensuing Annual General Meeting (AGM) of the Company and being
eligible, has offered himself for re-appointment.

m

** In accordance with Section 152, 161 and other applicable provisions of the Act, Mr. Rajib Guhafes*
appointed as an Additional Non-Executive Director by the Board of Directors on 16^th April 2025 and ipall
hold office up to the date of the next annual general meeting (AGM) and the said appointment will blymk
forth at the forthcoming AGM for Members approval.

14. MEETINGS OF THE BOARD OF DIRECTORS (BOD):

During the year under review, the Board of Directors met 5 times, details of attendance of the Directors
[Yes(Y)/No(N)] at the Board meetings are as given below:

Sr. Name of No. the Directors	Mr. Jai Krishna Saraf	Mr. Anil Kumar Bangur	Mr. Partha Sengupta	Mr. Anjani K. Agrawai	Mrs. Mamta Binani	Mrs. Nipun Gupta Jain
1 04.07.2024	Y	Y	Y	Y	Y	Y
2 12.09.2024	Y	Y	Y	Y	Y	Y
3 20.09.2024	Y	Y	Y	Y	Y	Y
4 27.12.2024	Y	Y	Y	Y	Y	Y
5 09.01.2025	Y	Y	Y	Y	Y	Y

16. BOARD COMMITEES:

Details of the composition of various Board committees, including the number of meetings held during the
year and attendance at these meetings, are as provided below:

a) AUDIT COMMITTEE:

In compliance with Section 177 of the Act, the Board of Directors of the Company has constituted the Audit
Committee. Further, the terms of reference of the Audit Committee have been adopted by the Board.

Pursuant to Section 177 of Act, Audit Committee comprises four (4) Directors viz., Mr. Anjani K. Agrawai
(Independent Director) as the Chairman and Ms. Mamta Binani (Independent Director), Ms. Nipun Gupta
Jain (Independent Director) (w.e.f. 20.09.2024) and Mr. Jai Krishna Saraf (Non-Executive Director) as the
members.

All the members of the Audit Committee possess relevant accounting knowledge and the ability and
experience to read and understand the financial statements.

All the recommendations of the Audit Committee were accepted by the Board of Directors.

During the year under review, Audit committee met 5 times, details of attendance of members
[Yes(Y)/No(N)] at the meetings are given below:

Sr. Name of the No. Members	Mr, Anjani K. Agrawai	Ms. Mamta Binani	Ms. Nipun Gupta Jain w.e.f. 20.09.2024	Mr. Jai Krishna Saraf
1 04.07.2024	Y	Y	NA	Y
2 12.09.2024	Y	Y	NA	Y
3 20.09.2024	Y	Y	NA	Y
4 09.01.2025	Y	Y	Y	Y
5 22.01.2025	Y	Y	Y	Y

b) NOMINATION AND REMUNERATION COMMITTEE:

In compliance with Section 178 of the Act, the Board of Directors of the Company has constituted the
Nomination and Remuneration Committee (‘NRC⁵). Further the Board had approved the Nomination and
Remuneration Committee (‘NRC) Charter cum Policy and the same is applicable w.e.f. 30^th Decemb
2020. The said policy has prescribed the role of the NRC and has laid down in an elaborate mann^fe^-
framework in relation to the Directors appointment, remuneration, performance evaluation, retireptm, /

removal and other related matters as specified in the Act. The Policy also provides for the criteria for
determining the qualifications, positive attributes and independence of the Director including Board
Diversity.

Further, the policy defines Key Managerial Personnel and Senior Management Personnel of the Company
and provides for the criteria to be followed for their induction, remuneration, appraisal and removal.

Pursuant to Section 178 of the Act, the Nomination and Remuneration Committee comprises three (3)
Directors viz., Mr. Anjani K. Agrawal (Independent Director) as the Chairman, Ms. Mamta Binani
(Independent Director), and Mr. Jai Krishna Saraf (Non-Executive Director) as the members.

During the year under review, Nomination and Remuneration Committee met 2 times, details of attendance
of members [Yes(Y)/No(N)3 at the meetings are as given below:

Sr. No. Name of the Members	Mr. Anjani K. Agrawal	Ms. Mamta Binani	Mr. Jai Krishna Saraf
1 20.09.2024	Y	Y	Y
2 27.12.2024	Y	Y	Y

C) CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMiTEE:

In compliance with Section 135 of the Act, the Board of Directors of the Company has constituted
Corporate Social Responsibility (‘CSR) Committee.

A brief outline of the CSR policy of the Company along with the CSR activities undertaken by the Company
during the year has been set out at Annexure-I of this report in the format prescribed under the Companies
(Corporate Social Responsibility Policy) Rules, 2014. This policy is available on Companys website at

https://evonlfh.com/pojicies/

Pursuant to Section 135 of the Act, the CSR Committee comprises four (4) Directors viz., Mr. Anil Kumar
Bangur (Whole-Time Director and CEO) as the Chairman, Mr. Anjani K. Agrawal (Independent Director),
Ms. Nipun Gupta Jain (independent Director) (w.e.f. 20.09.2024) and Mr. Partha Sengupta (Non-Executive
Director) as members.

During the year under review, CSR Committee met once and details of attendance of members
[Yes(Y)/No(N)j at this meeting are as given below:

Sr. Name of the No. Members	Mr. Anil Kumar Bangur	Mr. Anjani K. Agrawal	Mr. Partha Sengupta	Ms. Nipun Gupta Jain w.e.f. 20.09.2024
1 20.09.2024	Y	Y	Y	NA

16. INDEPENDENT DIRECTORS:

In accordance with the requirements of the Act the Independent Directors of the Company are registered
in the data bank of Indian Institute of Corporate Affairs (HCA) as an Independent Director.

The Company has received the necessary declaration from each of the Independent Directors confirming
that they meet the criteria of independence as laid out in Section 149(6) of the Act read with the schedulj
rules made thereunder.

In the opinion of the Board, all the Independent Directors are persons of integrity and possess the relevant
expertise and experience (including the proficiency) with respect to their appointment as Independent
Directors of the Company.

During the year under review, the Independent Directors of the Company had a separate meeting on March
29, 2025, inter alia for:

• Review the performance of Non- Independent Directors and the Board of Directors of the Company
as a whole;

• Review the performance of the Statutory Committees i,e_M Audit Committee (AC), Nomination and
Remuneration Committee (NRC) and Corporate Social Responsibility Committee (CSR);

• Review the performance of the Chairman of the Company, taking into views of Executive and Non-
Executive Directors;

• Assess the quality, quantity and timeliness of the flow of information between the Company,
Management and the Board that is necessary for the Board to effectively and reasonably perform
their duties.

17. PERFORMANCE EVALUATION:

In compliance with Schedule IV and other applicable provisions of the Act and in accordance with the
terms of the Nomination and Remuneration Policy of the Company, the summary reports of the
Performance Evaluation carried out in respect of the following persons /Committees/Board were placed
before the NRC Committee.

• Individual Directors - Independent and Non-Independent

• Board of Directors as a whole.

• Chairman of the Board; and

• Committees i.e., Audit Committee, Nomination and Remuneration Committee and Corporate Social
Responsibility Committee.

The Independent Directors at their separate Meeting, had reviewed and discussed the performance
evaluation of the Non- Independent Directors, Chairman, Board as a whole and the Committees and based
on their feedback, the NRC Committee had summarised the outcome of the performance evaluation of the
Independent and Non-Independent Directors, Chairman and Committees and the same were accordingly
considered by the Board of Directors and taken on record.

Further, it may be noted that in the above performance evaluation, which was carried out, the Directors
who were subject to evaluation did not participate in the discussions held at the respective meetings.

18. GENERAL MEETINGS (GM):

During the year under review, the Company had convened the statutory Annual General Meeting (AGM)
and 1(One) Extra-Ordinary General Meeting (EGM) on the following dates for approval of the members to
the below mentioned resolutions:

Date	Nature of the GM		Particulars of the items		Type of Resolution
30th September 2024	AGM		Adoption of the Audited Financial Statements of the Company for the Financial Year (FY) year ended March 31, 2024, together with the Reports of the Board of Directors and Auditors thereon.		Ordinary Resolution
				Adoption of Audited Consolidated Financial Statements of the Company for the FY ended March 31, 2024 together with the Report of the Auditors thereon.		Ordinary Resolution
				Re-appointment of Mr. Partha Sengupta (DIN: 01851810), Non-Executive Director who retires by rotation and being eligible, offers himself for re-appointment.		Ordinary Resolution
				Ratification of remuneration of Rs.1,20,000 payable to M/s. Manisha & Associates, Cost Accountants as Cost Auditors of the Company for FY 2024-25.		Ordinary Resolution
				Approval for the payment, of remuneration to Mr. Anjani K. Agrawai, Independent Director for the FY 2023-24.		Ordinary Resolution
				Approval for the payment, of remuneration to Ms. Mamta Binani, Independent Director for the FY 2023-24.		Ordinary Resolution
				Approval for the payment, of remuneration to Ms. Nipun Gupta Jain, Independent Director for the FY 2023-24.		Ordinary Resolution
				Appointment of Ms. Nipun Gupta Jain as an Independent Director (DIN: 06861516), of the company.		Ordinary Resolution
6m December 2024		EGM		Approval for conversion of the facilities u/s 62(3) of the Companies Act, 2013, into fully paid-up Equity Shares (carrying voting rights) or Preference Shares or Optionally Convertible Debentures of the Company.		Special Resolution

18. INFORMATION PURSUANT TO SECTION 187 READ WITH RULE 5 OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

During the year under review, the details of the employees whose particulars are required to be given
under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules 2014 are enclosed as Annexure- IL

20. DIRECTORS RESPONSIBILITY STATEMENT (DRS):

Pursuant to the provisions of Section 134 (5) of the Act, the Board of Directors of the Company hereby
state and confirm that to the best of our knowledge and belief:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed
along with proper explanation relating to material departures, if any;

b) The Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the company at the end of the FY and of the loss of the company for that period;

c) The Directors have 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 irregularities;

d) The Directors have prepared the annual accounts on a going concern basis; and

e) The Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

21. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The internal control systems in the Company include documented policies, checks and ba!ai^sS>
guidelines and procedures, that are supplemented by adequate internal audit processes. (

The same are monitored through periodical reviews and reporting by the internal auditor to the
management in order to evaluate the efficacy of the internal control systems in the Company. In the said
regard, the management is expected to provide reasonable assurance regarding safeguarding of the
assets and whether transactions entered into by the Company are authorized, recorded and reported
properly. Based on such Internal Audit report the process owners are required to carry out the corrective
action as per the specified timelines by the management and the same are presented to the Audit
Committee at periodic intervals for their review and recommendation of the action taken by the
management for strengthening of the controls.

22. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS:

The Company has effective internal financial control systems and policies, and such controls are operating
effectively. The management is taking steps for further strengthening the internal financial controls.

23. DETAILS OF HOLDING AND ASSOCIATE COMPANY ALONG WITH THEIR HIGHLIGHTS OF
PERFORMANCE AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE
COMPANY:

HOLDING COMPANY:

The Company continues to be the Subsidiary Company of Ward ha Steel Holdings Pte Ltd which holds
95% holding as on 31^st March 2025.

ASSOCIATE COMPANY:

Indrajit Power Private Limited (IPPL) which falls under the definition of Associate Company within the
meaning of Section 2(6) of the Act, by virtue of 26% shareholding in the Company, was incorporated on
20^th September 1994 and has its registered office in Mumbai, Maharashtra and is engaged in the business
of Power and steam generation.

The Company has considered loss of significant influence on IPPL w.e.f. 1^st February 2024 as it is under
Corporate insolvency Resolution Process (CIRP) under Insolvency and Bankruptcy Code, 2016 and
accordingly, ail operational and financial decisions are being managed by Resolution Professional ("RP")
appointed under CIRP process.

24. DISCLOSURE REGARDING RECEIPT OF COMMISSION BY A DIRECTOR FROM THE
HOLDING OR SUBSIDIARY OF A COMPANY, IN WHICH SUCH PERSON IS A MANAGING OR
WHOLE TIME DIRECTOR:

During the year under review, no Directors of the Company has held the capacity as a Managing Director
or Whole Time Director in the Holding or Subsidiary Company and hence disclosure regarding receipt of
commission from Holding or Subsidiary Company does not arise.

25. DECLARATION FROM DIRECTORS PURSUANT TO RULE 2(1)(c)(vilii) OF THE COMPANIES
(ACCEPTANCE OF DEPOSITS) RULES, 2014:

During the year, no loans were taken from any Director of the Company and hence seeking any declaration
from the Directors pursuant to Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2M^S1?4
was not applicable. SSfQh/^y

26. PARTICULARS OF LOANS, GUARANTEES, SECURITIES, AND INVESTMENTS UNDER

SECTION 186 OF THE COMPANIES ACT, 2013:

The particulars of loans, guarantees, securities and investments pursuant to Section 186 of the Act are
provided in note no. 5 and 33 of the Standalone Financial Statements of the Company.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, all contracts and arrangements with related parties under Section 188(1) of
the Act entered by the Company were in the ordinary course of business and on arms length basis.
Particulars of contracts or arrangements with related parties in the prescribed form AOC-2, is enclosed as
Annexure-HI.

Additionally, the details of the transactions with Related Parties as per the requirement of Ind AS are
provided in the Note No. 36 to the Financial Statements.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:

During the year under review, the information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Act, is enclosed as
Annexure IV.

29. VIGIL MECHANISM:

In terms of the provisions of Section 177 of the Act, the Company has adopted a Whistle Blower Policy
and Vigil Mechanism, to provide a formal mechanism to the Directors and employees of the Company to
report their genuine concerns and grievances about unethical behaviour actual or suspected fraud to the
Vigilance officer.

The policy provides adequate safeguards against victimization of Directors and employees who avail such
mechanism and also provides for direct access in exceptional cases to the Chairman of Audit Committee.
The Audit Committee of the Board is entrusted with the responsibility to oversee the vigil mechanism.

During the year, no personnel was denied access to the Chairman of the Audit Committee and there were
no complaints reported in this regard.

The Company has a Whistle Blower Policy and Vigil mechanism Policy and the same is available on the
Companys website athttps://evonith.com/policies/

30. RISK MANAGEMENT POLICY:

During the year under review, the Company has undertaken Enterprise Risk Management (ERM) exercise
for identifying the elements of risk involved for the Company and to chalk out mitigation plans for the same.

The Company recognizes that the emerging and identified risks need to be managed and mitigated to

• Protect its shareholders and other stakeholders interest.

• Achieve its business objective.

• Enable sustainable growth.

There are no elements of risk, which in the opinion of the Board may at present threaten the existence of
the Company.

31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS

OPERATIONS IN FUTURE:

There were no significant or material orders passed by the Regulators or Courts or Tribunals impacting
the going concern status and Companys operations in future.

32. STATUTORY AUDIT:

M/s. S R B C & Co. LLP, Chartered Accountants (FRN: 324982E/E300003) were appointed as the
Statutory Auditors of the Company at the 51^st Annual General Meeting for a period of 5 years up to the
conclusion of 56^th Annual General Meeting.

In relation to the remarks in the Auditors Report on Financial Statements with respect to maintenance of
Audit trail in the SAP HANA system, management has responded that necessary implementation is
underway and corrective measures will be put in place by end of September 2025. The Board has directed
the management to ensure that the implementation is met as per the above specified timeline.

33. COST AUDIT:

Pursuant to provisions of Section 148 of the Act, the Company has made and maintained the cost records
as specified by the Central Government and the Cost audit report of the Company for the FY 2024-25 has
been received from the Cost Auditors and the said Cost Audit report shall be filed within the stipulated
period of 180 days from the end of the of financial year.

The Board of Directors, on the recommendation of the Audit Committee has re-appointed M/s. Manisha
and Associates, Cost Accountants (Firm Registration No. 000321) as the Cost Auditor of the Company for
the Financial Year 2025-26.

In accordance with the Section 148 of the Act, an ordinary resolution for the approval of the members in
relation to ratification of the remuneration payable to the Cost Auditor for FY 2025-26, forms part of the
Notice convening the 55^th AGM of the Company.

34. INTERNAL AUDIT:

In accordance with Section 138 of the Act, M/s. Singhi & Co., Chartered Accountants, have been appointed
as the Internal Auditors of the Company.

The coverage and audit plan are commensurate with the size and operations of the Company. The key
findings from the internal audit report and progress on action taken by the management are presented to
the Audit Committee and Board at periodic intervals.

36. SECRETARIAL AUDIT:

In accordance with Section 204 of the Act, M/s Bhadresh Shah and Associates, Practicing Company
Secretary (ACS: 23847, CP: 15957), was appointed as Secretarial Auditor, for the FY 2024-25 and the
Secretarial Audit Report submittedin the prescribed form MR- 3 is enclosed as Annexure - V.

In relation to the observations in the Secretarial Auditors Report, necessary explanation has been provided
in the said Audit Report itself which is self-explanatory.

36. DETAILS WITH RESPECT TO FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12)

OF SECTION 143:

No matters of actual or alleged fraud have been reported by the Auditors under sub-section (12) of Section
143 of the Act.

37. DISCLOSURE PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has In place a policy for prevention of Sexual Harassment for women at workplace in line
with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressa!) Act, 2013 (POSH). The policy is hosted on the website of the Company at

https://evonith.com/policies/ .

Internal Complaint Committee (ICC) has been constituted at Mumbai and Wardha office. During the year
under review, there were no cases filed under the POSH. Further, the Company had arranged an
orientation program, for its ICC members to make them proficient to discharge their duties and external
members training program for all employees for sensitizing the employees with the provisions under the

POSH.

38. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS:

During the period under review, the company has duly complied with the Secretarial Standard on the
meeting of the Board of Directors (SS-1) and Secretarial Standard on the General Meeting (SS-2) as
applicable to the Company.

39. ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) FRAMEWORK:

Aligned with its vision of‘Here for a Better Today, the Company is committed to its responsibilities rooted
in the most relevant Environmental, Social and Governance (ESG) practices essential for a long-term
success for all stakeholders. Some of the latest actions the Company has taken are from reducing the
carbon footprint to fostering extensive community engagement. The recent actions underscore the
Companys dedication to:

1. Energy Efficiency & Carbon Reduction:

The Company has assessed the greenhouse gas emissions and has been actively implementing carbon
reduction measures including using recycled ferrous scrap, plant by-product gases for power generation
and reheating furnaces and augmenting the capacity of Electric Arc Furnace. The Company is forging a
cleaner path in steelmaking by focusing on climate resilience, promoting circularity, and improving air
quality through state-of-the-art pollution control measures.

The Company has planted over 15,000 trees and plants in and around Evonith Steel City, Wardha and
continues to grow the green cover in an effort to mitigate the effects of carbon emissions. These plants
are indigenous to the area and seasoned to local weather and surroundings, thus making them resilient
and eliminating the need to buy fresh seeds every year. This an ongoing project with the comp

committing to plant several thousand more trees in the years to come.

The Company distributed over 1,000 mango saplings to the neighbouring farms at Wardha which saplings
will not only help increase the green cover in coming years but will also provide a sustainable income
source to the farmers families once the plants begin fruition.

2. Equality & Learning Opportunity for all:

The Company is an equal opportunity employer focused on meritocracy. It does not engage in or support
discrimination in any area such as hiring and selection, career development & training, promotions, pay
and benefits. To further reinforce the same, the Company has a formal Diversity & Inclusion policy in
place which emphasizes the commitment to foster a workplace environment that values and celebrates
individual differences, promotes equal opportunities, and ensures that all individuals, regardless of their
background or characteristics, feel included, respected, and valued.

The Company also ensures that the right talent is promoted and celebrated through our social media and
interna! communication platforms. A fortnightly Leadership Bulletin known as Leadership Bytes is run by
the Company to provide an option for Self-paced Learning opportunities to all in small bytes. Further a
bi-monthly Online Learning Series known as "Manthan" is also conducted where experts from their
respective domain share common knowledgeable topics and areas of interest with others.

The Company often runs cultural and skill development programs at Evonith Steel City, Wardha to ensure
participation from employees and their families. Events like Voice of Wardha, Sports Month, and
Evoniths Got Talent are some of the key initiatives organised to nurture and promote the vocational skills
of the employees and their families.

3. Community Development:

The Companys community development is grounded on four pillars - Rural livelihood, Healthcare,
Education and Promotion of rural sports.

The CSR Initiatives have been focused to enable farmers with climate-smart agricultural practices, tree
plantation, providing vital healthcare services via medical camps, over-the-counter medicines, and
mobile medical ambulances.

Further the said programs have also enhanced the livelihoods by introducing small-scale business
opportunities for women in the villages and educating young men and women on practices that improve
sexual reproductive health. The Company has also provided essential infrastructure support to the
villages and digital education to government primary schools surrounding our factory site at Wardha.

The Company is committed to transparent disclosure and is currently preparing its third sustainability
report (FY 2024-25) to ensure our stakeholders are well-informed about our endeavours.

40. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a)of the Act, the Annual Return may be accessed from
the Companys website at https://evonlth.com

41. NO DEFAULT IN REPAYMENT OF LOANS /DEBT SECURITIES:

The Company has not defaulted in repayment of loans from banks and financial institutions. There wejjfer ^
no delays or defaults in payment of interest/principal of any of its debt securities. IS l

42. NO PENDENCY UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016;

Neither any application was made, nor any proceeding is pending under the insolvency and Bankruptcy
Code, 2016 against the Company.

43. ONE TIME SETTLEMENT WITH BANKS OR FINANCIAL INSTITUTIONS, IF ANY:

During the year under review, there was no instance of one-time settlement with Banks or Financial
Institutions. Therefore, as per rule 8(5)(xii) of Companies (Accounts) Rules, 2014, reasons of difference in
the valuation at the time of one-time settlement and valuation done while taking loan from the Banks or
Financial Institutions are not reported.

44. ACKNOWLEDGEMENTS:

Directors would like to express their gratitude for the assistance and cooperation received from the Banks,
Government Authorities, Holding Company and others during the year under review.

Directors would also like to place on record their appreciation for the dedicated efforts put in by employees
of the Company which has been pivotal to your Company growth.

By Order of the Board of Directors

For Evonfth Value Steel Limited

 

Jal Krishna Saraf

Chairman

DIN:07613832

Date: June 17, 2025