Your Directors have pleasure in presenting the 35th Annual Report of your Company
together with the Audited Financial Statements for the year ended 31st March, 2025.

1. The state of the Company's affairs:

i. THE FINANCIAL SUMMARY/ HIGHLIGHTS

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

2. CHANGE IN THE NATURE OF BUSINESS

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

3. (A) CHANGE IN SHARE CAPITAL & LISTING APPROVAL

There was no change in the share capital. However, as reported earlier, in terms of the
Resolution Plan approved by the Hon'ble National Company Law Tribunal, Ahmedabad
Bench (Hon'ble 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.

(B) INCREASE IN AUTHORISED CAPITAL

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.

(C) LISTING APPROVAL TO RESTRUCTURED SHARE CAPITAL OF 49,66,012 EQUITY
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.

8. LOANS, GUARANTEES OR 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.

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

11. 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.

12. MATERIAL CHANGES AND COMMITMENTS

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.

13. 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 Board's functioning, composition of
the Board and its Committees, culture, execution and performance of specific duties,
obligations, governance, etc.

14. NUMBER OF MEETINGS OF THE BOARD

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

15. VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD'S REPORT

Since the Company has not made any voluntary revision of Financial Statements or
Board's 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.

17.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 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.

19. CORPORATE GOVERNANCE

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.

21. RELATED PARTY TRANSACTIONS

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.

(B) A STATEMENT WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF
INDEPENDENT DIRECTORS

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).

23. DIRECTORS' RESPONSIBILITY STATEMENT

(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.

(24) APPOINTMENT OF STATUTORY & INTERNAL AUDITORS

(i) In terms of Resolution Plan approved by Hon'ble 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.

(25) COST RECORDS AND COST AUDIT

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.

(26) QUALIFICATIONS / OBSERVATIONS OF STATUTORY AUDITORS' REPORT AND
SECRETARIAL AUDIT REPORT

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 Hon'ble National
Company Law Tribunal, Ahmedabad Bench, Court No. II (Hon'ble 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) Hon'ble 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.

(27) SECRETARIAL AUDIT REPORT

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.

(29) ANNUAL RETURN ON THE WEBSITE

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.

(30) INTERNAL FINANCIAL CONTROLS

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 Company's operations.

(31) . ANTI-SEXUAL HARASSMENT POLICY

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

(32) . 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.

(33). DISCLOSURE OF PARTICULARS REGARDING CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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.

(34) . DETAILS ABOUT THE DEVELOPMENT AND IMPLEMENTATION OF POLICY ON
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

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.

(35) . PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

(36) . SIGNIFICANT OR MATERIAL ORDER PASSED

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

(37) . GENERAL DISCLOSURES

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).

(38) . ACKNOWLEDGEMENT

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 Company's 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.

By order of the Board
For Steelco Gujarat Limited

Place: Vadodara Mr. Anoop Kumar Saxena Mr. Anshoo Raj Khare

Date: 13.08.2025 Managing Director Whole Time Director