India Steel Works Ltd

To the Members of India Steel Works Limited,

The Board of Directors of the Company is pleased to present the 37th (Thirty Seventh Annual Report), along with the financial statements of the Company, for the financial year ended March 31,2024. A brief summary of the Company's performance is given below:

1. FINANCIAL HIGHLIGHTS:

The summarized financial results of the Company for the financial year 2023-24 are given hereunder:

2. OPERATIONS / COMPANY'S STATE OF AFFAIRS:

During the year under review, the gross revenue has reduced to Rs.81.60 Lakh as against Rs. 470.57 Lakh in the previous year.

Kotak Mahindra Bank Limited has taken the possession of the factory premises of the company. The manufacturing activities including job work of the Company has been closed. The financial position of the Company continues to be under severe stress.

Your management has put its best effort to bring the Banks across the table for a possible onetime settlement of their outstanding dues. As approved by the members at their 36th Annual General Meeting, the Management is in process to dispose of the plant /machineries at the most realizable value.

The Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench, vide its order dated 8th May 2024 had admitted the Company Petition filed by Stecol International Private Limited ("the Operational Creditor") seeking to initiate Corporate Insolvency Resolution Process against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC) ("the Code") and appointed Mr. Vallabh N Sawana, having registration No IBBI/IPA001/IP-P- 02652/2022- 2023/14114, as the Interim Resolution Professional.

In an appeal filed by the promoters with the Hon'ble NCLAT New Delhi (NCLAT) opposing the admission of the Company to Insolvency, NCLAT by its order dated 22nd May, 2024 stayed the impugned order of the NCLT. The Appellant promoters have deposited Rs.2,06,54,089/- before the Registry as per the NCLAT order.

3. CHANGE IN THE NATURE OF BUSINESS:

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

4. TRANSFER TO RESERVES:

In view of losses incurred, your Company has not transferred any amount to its Reserves.

5. DIVIDEND:

Considering accumulated losses the Directors regret their inability to declare any dividend on Equity Shares of the Company during the year under review. However, your Directors are pleased to recommend a Dividend @ 0.01% on total paid up Preference share capital of the company for the financial year ended 31st March, 2024, payable to those Shareholders whose names appear in the Register of Members as on the Book Closure Date for the Financial Year 2023-24. The final dividend amounts to Rs. 75,513/- on total paid up preference shares inclusive of tax on distributed profits.

6. SHARE CAPITAL:

The Company's Authorised Share capital during the financial year ended March 31, 2024, remained at Rs.107,00,00,000/- (Rupees One Hundred and seven crores) divided into Rs.42,00,00,000 (Forty two crores) Equity Shares of Re. 1/- (Rupee One) each and 6,45,00,000 (Six crores and Forty Five Lacs) Preference Shares of Rs.10/- (Rupees Ten) each and unclassified shares of the value of Rs. 50,00,000 (Rupees Fifty Lacs).

The Company's paid-up equity share capital remained at Rs.3980.81 Lakh comprising Rs. 3980.81 Lakh equity shares of Re.1/- (Rupee one) each whereas the paid-up preference share capital of the Company for the financial year ending March 31,2024 was 6,418.59 Comprising 20,00,000 14% Cumulative Redeemable Preference shares, Rs. 5,36,71,310 0.01% Cumulative Redeemable Preference shares of Rs. 10/- each without voting rights & of 85,14,574 0.01% Cumulative Redeemable Preference shares (Option Series) of Rs.10/- each without voting rights.

The company is in the negotiations with the preference shareholders for revised terms of redemption.

During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. During the current financial year there was no change in the Capital structure of the Company.

7. FIXED DEPOSITS:

The Company has not accepted any deposits from the shareholders or public under applicable provisions of the Companies Act 2013 or rules made there under.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not provided any loan or guarantee directly or indirectly to any person or body corporate, during the year under review. The details of Investment covered under section 186 of the Companies Act, 2013 are provided in the Financial Statements 31st March, 2024.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT:

There are no material changes and commitments made which may affect financial position of the Company between the end of financial year and date of report.

10. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, forms part of the Annual Report 2023-24. (Annexure-1)

11. CORPORATE GOVERNANCE:

The Company has implemented the provisions of Chapter IV of SEBI (LODR), 2015 relating to the Corporate Governance requirements. A Report on Corporate Governance, the Report of Auditors Certificates thereof is given as annexure to this report. (Annexure-2)

12. BOARD MEETINGS:

The Board met nine times during the year under review. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI Listing Regulations. The Committees of the Board usually meet on the day of the Board meeting. Details of composition of the Board and its Committees as well as the meetings held during the year under review and Directors attending the same are given in the Corporate Governance Report.

13. DIRECTORS:

During the year under review the followings were the changes in the Board of Directors (‘Board') of the Company.

i. Re-Appointment of Mr. Sudhir H. Gupta (DIN: 00010853) as a Director liable to retire by rotation:

In accordance with the provisions of the Companies Act, 2013 read with the Articles of Association of the Company Mr. Sudhir H. Gupta (DIN: 00010853) retires from office by Rotation, and being eligible, offers himself for reappointment. His re-appointment as such shall not in any way constitute a break in his existing office as the Whole-time Director ("the Executive Chairman") of the Company. The Board re-commends the members his appointment as a Director of the Company liable to retire by rotation.

ii. Re-appointment of Mr. Varun S. Gupta (DIN: 02938137) as the Managing Director:

The term of Mr. Varun S. Gupta (DIN: 02938137) as the Managing Director ends on 14th November, 2024. The Board of Directors at its meeting held on 7th June, 2024, subject to approval of the shareholders, has appointed him, as Managing Director of the Company, for a period of 3 (three) years with effect from 15th November,2024. The Board re-commends his appointment for the approval of the members.

iii. Re-appointment of Mr. Sudhir H. Gupta (DIN: 00010853) as Whole-time Director designated as "Executive Chairman":

The term of Mr. Sudhir H. Gupta (DIN: 00010853) as Whole-time Director designated as the Executive Chairman ends on 14th November, 2024. The Board of Directors at its meeting held on 7th June, 2024, subject to approval of the shareholders, has appointed him, as Whole-time Director designated as "Executive Chairman" of the Company, for a period of 3 (three) years with effect from 15th November,2024. The Board recommends his appointment for the approval of the members.

iv. Appointment of Mr. R. D. Ranjan (DIN: 08755116) as a Non-Executive Independent Director of the Company:

Based on the recommendation of the Nomination and Remuneration Committee, Mr. R. D. Ranjan was appointed as an Additional Director of the Company with effect from December 11,2023 & the Shareholders of the Company at the 2nd (‘EGM' No.2/2023-24) Extra Ordinary General Meeting held on Monday, February 26, 2024, approved his appointment as an Independent Director of the Company for a period of five years not liable to retire by rotation from December 11,2023 to December 10, 2028.

v. Resignation of Directors:

Mrs. Sachi Madnani (DIN: 10045589), Mr. Santino Roco Morea (DIN: 01642189) Non-executive independent Directors and Mr. Bimal Desai (DIN: 00872271) Non-executive non-independent Directors resigned from the office of the respective directors of the Company during the year under review for their personal reasons.

14. INDEPENDENT DIRECTORS:

The Independent Directors, in terms of Regulation 25(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

Based upon the declarations received from the independent Directors, the Board of Directors has confirmed that they meet the criteria of Independence as mentioned under Section 149(6) of the Act and Regulation 16 (1)(b) of SEBI Listing Regulations and that they are Independent of the Management.

In the opinion of the Board, there has been no change in the circumstances affecting their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further in terms of Section 150 read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended, the Independent Directors of the Company have registered their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committees of the Company.

15. KEY MANAGERIAL PERSONNEL (‘KMP'):

In terms of the provisions of Sections 2(51) and 203 of the Act, the following are the KMPs of the Company:

Mr. Sudhir H. Gupta, Executive Chairman.

Mr. Varun S. Gupta, Managing Director.

Mr. Nilesh Matkar, Chief Financial Officer.

Mr. Dilip Maharana, Company Secretary & Compliance officer.

16. AUDIT COMMITTEE:

The Committee has adopted a Charter for its functioning. The Board has, on the recommendation of the Audit committee, framed a policy for selection, appointment and remuneration of Statutory Auditors and internal Auditor in accordance with the Section 177 of the Companies Act, 2013. More details of the same are given in the Corporate Governance Report.

17. INTERNALFINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has in place adequate internal financial controls with reference to financial statements. Risk management and internal control frameworks are designed and implemented to manage rather than completely eliminated the risk of failure to achieve business objectives.

18. RISK MANAGEMENT POLICY:

The Company has a risk management policy to identify, mitigate elements of risk, if any, which in the opinion of the Board may threaten the existence of the company. The Board of Directors and senior management team assess the operations and operating environment to identify potential risks and take necessary mitigation actions.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has adopted a Whistle-Blower Policy, whereby employees are free to report violations of laws, rules, and regulations, or unethical conduct to the Audit Committee. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company at www.indiasteel.in under the head ‘Investor Relations' and the web link is provided in the Corporate Governance Report. During the year the Audit Committee has not received any reference under the policy.

20. SUBSIDIARY:

The Wholly Owned Subsidiary namely Indinox Steels Private Limited was incorporated on 16/06/2018. The Company had invested Rs. 5,00,000/-(50000 Equity Shares of Rs.10/-each) as on date. The Wholly Owned Subsidiary has not commenced any business since its incorporation. As approved by the members in the Annual General Meeting held on 16th December, 2022, the Company has disposed of the investment in the said subsidiary on 22nd December, 2023. As the Company had no other Subsidiary or Associates, consolidation of Financial Statements of the Company for the Financial Year ended 31 03 2024, is not applicable.

21. INDIASTEELWORKS LIMITED (SINGAPORE BRANCH):

The Board has initiated procedures to close the branch office of the Company at Singapore effective 31st March, 2023 as there were no transactions since long.

22. RELATED PARTY TRANSACTIONS:

The Company has made Related Party Transactions, as approved by the non- interested shareholders at the 36th Annual General meeting of the Company. Required disclosures are made in Form No. AOC-2. Annexure-3

On the recommendation of the Audit Committee, the Board of Directors has a Policy on Materiality of Related Party Transaction and dealing with Related Party Transactions which is also uploaded on the website of the Company www.indiasteel.in under the head ‘Investor Relations' and the web link is provided in the Corporate Governance Report.

The Policy envisages the procedure governing related party transactions required to be followed to ensure compliance with the applicable laws and regulations as well as to ensure that the Related Party Transactions are managed and disclosed in

accordance with the legal and accounting requirements. All Related Party Transactions that were entered into during the financial year were on arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis for the transactions which are planned / repetitive in nature and omnibus approvals are taken as per the policy laid down for unforeseen transactions.

Related Party Transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. All the Related Party Transactions under Ind AS-24 have been disclosed at the standalone financial statements forming part of this Annual Report.

23. CORPORATE SOCIAL RESPONSIBILITY:

The Company believes in development which is beneficial for the society at large and to practice the corporate values through commitment to grow in socially and environmentally responsible way while meeting the interest of our stake-holders. However, during the year, keeping in view of the state of affairs / financial conditions, the Company has not undertaken any CSR initiatives due to losses.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations except those mentioned in the report /annexures forming part of the report.

25. BOARD'S PERFORMANCE- ANNUAL EVALUATION:

In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Nomination & Remuneration Committee. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report.

26. FAMILIARIZATION PROGRAMME FOR DIRECTORS:

Every new Director including Independent Director of the Board attends an orientation program. To familiarize the new Director / Independent Director with the strategy, operations and functions of our Company, the Executive Directors/ Senior Managerial Personnel make presentations to the new Director about the company's strategy, operations, product and service and markets, organization structure, human resources, technology quality, facilities and risk management. More details of the same are given in the Corporate Governance Report.

27. NOMINATION & REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel in accordance with Section 178 of the Companies Act, 2013. More details of the same are given in the Corporate Governance Report.

28. DIRECTORS RESPONSIBILITYSTATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of the Section 134(3)(c) of the Companies Act, 2013:

i. That in the preparation of the annual financial statements for the year ended March 31,2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. That such accounting policies, as mentioned in the Financial Statements as ‘Significant Accounting Policies' have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31,2024 and of the Loss of the Company for the year ended on that date;

iii. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. That the annual financial statements have been prepared on a going concern basis;

v. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

vi. That proper system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

I. STATUTORYAUDITORS & AUDIT REPORT:

M/s. Laxmikant Kabra & Co LLP, Chartered Accountants, having Firm Registration No.: 117183W/ W100736 reappointed as the Statutory Auditors of the Company for the second consecutive term of three years, from the conclusion of this 36th Annual General Meeting till the conclusion of the 39th Annual General Meeting to be held in the year 2026, to examine and audit the accounts of the Company. The qualification, reservation or adverse remark or disclaimer made by the auditor in the Statutory Audit Report issued by him to the members of the Company, are as follows:

(1) Adverse Opinion:

In the opinion of the Auditor with reference to matters stated in the basis for adverse opinion and going concern paragraph, the Financials results:

i. are not presented in accordance with the requirements of Regulation 33 and Regulation 52(4) of the Listing Regulations in this regard; and

ii. does not give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable accounting standards prescribed under Section 133 of the Companies Act, 2013 (the "Act") and other accounting principles generally accepted in India, of net loss and other comprehensive income and other financial information of the Company for the year ended March 31,2024, and the balance sheet and the statement of cash flows as at and for the year ended on that date.

(2) Going Concern:

The Company's current liabilities exceeded its current assets as of the previous year balance sheet date. Operations of the company has ceased since long and the company is not in the position to discharge its liabilities. These events or conditions, along with other matters indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. However, the books of the company are still prepared on historical cost basis. In our opinion the accounts of the company should not be prepared on going concern basis i.e., the assets and liabilities of the company should be stated at net realizable value. The financial statements do not adequately disclose this fact. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our adverse opinion.

a. We have been informed that during the period, Kotak Mahindra Bank Limited has taken the possession of the factory premises of the company situated at Zenith Compound, Village Vihari, Kahalapur District, Raigad. The primary software used for bookkeeping, namely SAP, was not accessible due to the above. The company has prepared the books of accounts in different software taking the balances of earlier year's audited financials. We were provided with alternative sources and backup books of accounts to facilitate our audit procedures. Our conclusion is based on the information contained in the backup books that were made available to us. Due to the limited availability of sufficient and appropriate evidence, we are unable to definitively verify or comment on the accessibility of the books of accounts stored on SAP and their potential impact on the financial statements. Consequently, considering this limitation, we have conducted the audit using alternative procedures to the extent feasible.

b. Inventories amounting to Rs. 13,535.30 Lakhs have not been valued at lower of cost or Net realisable value which is against the significant accounting policies of the company and is not consistent with Ind AS 2 "Inventories". These inventories held by the company include obsolete and non-moving stock which are valued at cost and is inconsistent with provisions of Ind AS 2. As per the information and documents provided to us, we are of the opinion that work-inprogress amounting to Rs. 10,609.92 Lakhs and Raw Material amounting to Rs. 1,705.78 Lakhs held by the company can only fetch scrap value. In the absence of quantitative information and supporting documents of

Finished Goods, Stock in Trade and Stores and Spares amounting to Rs. 1,219.60 lakhs, we are unable to comment on carrying value of the same and its effect on the financial statements for the year. Accordingly, we believe that the Net-worth of the company is overstated by the said amount.

c. Company has not done physical verification or valuation of inventories. On account of the same we are unable to comment on the physical status and/ or recoverable value of such inventories.

d. During the period, the company recognized a reversal of Rs. 552.83 Lakhs in its financial statements, which pertains to an amount payable to the Maharashtra State Electricity Distribution Co. Ltd (MSEDCL). The company has submitted an application to the Consumer Grievances Redressal Forum of MSEDCL seeking the reversal of this amount. However, as of the date of this report, the application has not been approved. In our opinion, recognizing this reversal without approval does not present a true and fair view of the company's financial position. Consequently, the profit and net worth of the company have been overstated by Rs. 552.83 Lakhs.

e. During the period, the company wrote off Rs. 594.36 Lakhs In its financial statements related to employee benefits, including salaries, wages, and statutory dues associated with these salaries. The company's management holds the opinion that these dues are no longer payable as they pertain to employees who have left the company without serving the required notice period. However, these dues were originally payable while the employees were still with the company and writing them off solely because the employees have left is incorrect. Furthermore, the statutory dues associated with these salaries were reversed without filing any claim with the appropriate department. In our opinion, recognizing this write-off as income does not present a true and fair view of the company's financial position. Consequently, the profit and net worth of the company have been overstated by Rs. 594.36 Lakhs.

f. Company has shown insurance claim receivable amounting to Rs. 1,120.27 Lakhs. The said claim is outstanding since long back and the same has not been approved by appropriate authority till date. In our opinion, showing the said insurance claim as receivable is not showing true and fair view. On account of the same assets of the company are overstated by Rs. 1,120.27 Lakhs.

g. Confirmations of the balances of sundry creditors and debtors, loans and advances, Advances given to suppliers have not been obtained and they are subject to reconciliations and subsequent adjustments if any. As such we are unable to express any opinion as to the effect on the financial statements for the year.

h. Sufficient and appropriate documentary audit evidence in respect of Contingent liabilities was not provided to us. As such we are unable to express any opinion as to the effect on the financial statements for the year.

i. The company has not assessed the impact of various disputed statutory liabilities/ liabilities on account of lawsuits as per the requirement of Ind AS 37 "Provision, Contingent Liabilities, Contingent Asset" and hence the effect of the same, if any, on the financial results. The cases are pending with multiple tax authorities and the said claims have not been acknowledged as debt by the company.

j. The company has not assessed the Fair Value of various Assets and Liabilities as per the requirement of Ind AS 103 "Fair Value Measurement", the effect of the same, if any, on the financial results is not identifiable. Therefore, we are unable to comment on its impact on the financial results for the year ended March 31,2024.

k. The company has not reviewed the impairment of its tangible assets and other financial and non-financial assets as of March 31,2024. Hence, no provision in the books of account has been made by the Company. In the absence of assessment of impairment/ provisions by the Company, we are unable to comment on the recoverable amount regarding said items.

- Adverse Opinion {vide 1. Audit Qualifications}: The Financial Results have been prepared on the basis of accrual

Accounting Policy & uniform accounting practices adopted for all periods. The Balance Sheet, P&L Account gives a true

and fair view.

- Basis for adverse opinion {vide 3. Audit Qualifications}: The software used for book keeping up to 31/03/2023 was

SAP. The balances shifted to different software namely tally prime edit log. The tally prime edit log reports on 31/03/2024

was provided.

- Going Concern Concept {vide 2. Audit Qualifications}: The management believes that though the Current Liabilities of the Company exceeds Current Assets of the Company, the Company, having positive net worth will be able to revive business including exploring new business opportunities.

-Inventories {Vide 3.b Audit Qualifications}: The Company is planning to put up a slag recovery plant. This will enable recover the metal from slag and hence the value of stocks would not be eroded as pointed out by the auditors. Raw Material amounting to %1,705.78: The major Raw Material of the Company is Steel Scrap and as such the same has been valued at cost or market value which ever is lower.

-Physical verification or valuation of inventories {vide 3.c Audit Qualifications}: The factory is under possession of Kotak Mahindra Bank Ltd ? which do not allow physical verification,

-MSEDCL Claim {Vide 3.d: Audit Qualifications): The management believes that the reversal amount will be approved by the Hon'ble CGRF. The Company has received L Hon'ble CGRF Order in similar earlier claim.

Written off of Employee benefits {Vide 3.e: Audit Qualifications}: Many employees have left the company without giving required notice. The Management has adjusted the salary in lieu of Notice against their pending Salary. Substantially this resulted in receivable from many outgoing / ex- employees. So it is decided not to account for unpaid salary /notice pay. As and when the Accounts of employees will be finalised on case to case basis this will be reflected in the accounts. Consequently, the benefits against such employees are not accounted and the same will be accounted when considered on case to case basis.

- Insurance {vide 3.f. Audit Qualifications}: The Company has filed a consumer case for insurance claim before the NCDRC (National Consumer Dispute Redressal Commission) in the year 2014. The case is pending for final hearing.

-Confirmations {vide 3.g. Audit Qualifications): The Company has given balance confirmations from the parties having substantial claim.

-Sufficient documents {vide 3.h. Audit Qualifications}: The Company is in process of getting documentary evidences with respect to contingent liabilities wherever pending.

-Disputed Liabilities {vide 3.i. Audit Qualifications}: Itis not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the various pending disputed statutory liabilities/ liabilities on account of lawsuits as the same are determinable only on receipt of Judgments/decisions pending with various forums/authorities. Most of the issues of litigation pertaining to Central Excise/Sales Tax/Customs are based on interpretation of the respective Law & Rules thereunder, The Management believes that many of the issues raised by revenue will not be sustainable in law as they are covered by judgments of respective judicial authorities.

-Fair Value {vide 3.j. Audit Qualifications}: The company has not assessed the Fair Value of various Assets and Liabilities as per the requirement of Ind AS 103 "Fair Value Measurement".

-Impairment of tangible Assets {vide 3.k. Audit Qualifications}: The company has not reviewed the impairment of its tangible assets and other financial and nonfinancial assets as of March 31, 2024. Hence, no provision in the books of account has been made by the Company. The management believes that the Company will succeed to get Insurance Claims. & MSEDCL claims as per the order of the apt authorities.

II. SECRETARIAL AUDITOR & AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. Reena T. Parekh, proprietor Reena S. Modi & Associates (ACS 25346 & CP No. 12621) Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as "Annexure - 4".

(3) Delay in submission of Shareholding pattern under Regulation 31 (Listing Obligations and Disclosure Requirements) Regulation, 2015:

The Company has submitted the Shareholding Pattern under Regulation 31 for the Quarter ended:

- 31st March, 2023 on 27/05/2023 (due date of submission on or before 21/04/2023).

- 30th June, 2023 on 08 09 2023 (due date of submission on or before 21/07/2023).

- 31st December, 2023 on 24 01 2024 (due date of submission on or before 21/01/2024).

(4) Delay in submission of Reconciliation of share Capital audit Report under Regulation 76 SEBI (Depositories and Participants) Regulations, 2018:

Reconciliation of Share Capital Audit Report for the Quarter ended:

-31 03 2023 submitted on 15/06/2023 (due date of submission on or before 30/04/2023).

-30 06 2023 submitted on 15/09/2023 (due date of submission on or before 30/07/2023).

-31 12 2023 submitted on 08/02/2024 (due date of submission on or before 30/01/2024).

(5) Delay in submission of Secretarial Compliance report under Regulation 24 A (Listing Obligations and Disclosure Requirements) Regulation, 2015

Secretarial Compliance Report issued by Practicing Company Secretary for the year ended March 31,2023 submitted on 20/07/2023 (due date on or before 30 05 2023).

(6) Delay in giving intimation of the Board Meeting under Regulation 29(2) / 29(3) SEBI (Listing Obligations & disclosures Requirements) regulations, 2015.

-The intimation to hold board meeting scheduled on 18 07 2023 to consider financial results for the Financial Year ended 31 03 2023 was given on 16 07 2023 which should have been given on or before 12 07 2023.

-The intimation to hold board meeting scheduled on 14 08 2023 to consider financial results for the quarter 30 06 2023 should have been given on or before 08 08 2023. It was given on 10 08 2023.

-The intimation to hold board meeting scheduled on 20 12 2023 to consider financial results for the quarter 30 09 2023 should have been given on or before 14 12 2023. It was given on 19 12 2023.

-The intimation to hold board meeting held on 16 01 2024 to consider financial results for the quarter 31 12 2023 should have been given on or before 10 01 2024. It was given on 12 01 2024.

(7) Delay in submission of Financial Results under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015:

-Annual audited financial results (Stand Alone & Consolidated) for the financial year ended on 31st March,2023, should have been submitted within sixty days from the end of the financial year i.e on or before 30 05 2023 submitted on 18 07 2023.

-Quarterly Un-audited financial results (Stand Alone & Consolidated) for the Quarter 30.09.2023, should have been submitted within 45 days from the end of the quarter on or before 14.11.2023 submitted on 20.12.2023.

-Quarterly Un-audited financial results (Stand Alone & Consolidated) for the Quarter ended 31.12.2023, should have been submitted within 45 days from the end of the quarter on or before 14.02.2024. However only Stand Alone financial results submitted on 16.01.2024.

(8) Delay in submission of Compliances-Certificate under Reg. 74 (5) of SEBI (DP) Regulations, 2018 for:

- Quarter ended 31 03 2023 submitted on 25-05-2023 (due date 15 04 2023)

- Quarter ended 30 06 2023 submitted on 15-09-2023 (due date 15 07 2023)

- Quarter ended 31 12 2023 submitted on 29-01-2024 (due date 15 01 2024)

(1) The Company has not appointed Internal Auditor for the Financial Year ended 31.03.2024.

There were no manufacturing activities since long. No incumbent was available to accept the position in the given situation. However the Company is in process to appoint Internal Auditor in the current year.

(2) Board Meetings / Committee Meetings during the year under review are held giving Shorter Notices. However, the independent Directors as required are present in the said Board/Committee Meetings.

The Board & Committee Meetings are held giving Shorter Notices. However, the independent Directors as required are present in the said Board/Committee Meetings.

(3) Delay in submission of Shareholding pattern under Regulation 31 (Listing Obligations and Disclosure Requirements) Regulation, 2015:

There was delay in submission of the Shareholding Pattern under Regulation 31 for the Quarters as mentioned in the Secretarial Audit Report. The management is of the view that it was inadvertent & directs to submit the same in time in future.

(4) Delay in submission of Reconciliation of share Capital audit Report under Regulation 76 SEBI (Depositories and Participants) Regulations, 2018:

There was delay in submission of Reconciliation of Share Capital Audit Report for the Quarter for the Quarters as mentioned in the Secretarial Audit Report. The management is of the view that it was inadvertent & directs to submit the same in time in future.

(5) Delay in submission of Secretarial Compliance report under Regulation 24 A (Listing Obligations and Disclosure Requirements) Regulation, 2015

There was delay in submission of Secretarial Compliance Report issued by Practicing Company Secretary for the year ended March 31,2023 as mentioned in the Secretarial Audit Report. The management is of the view that it was inadvertent & directs to submit the same in time in future.

(6) Delay in giving intimation of the Board Meeting under Regulation 29(2) / 29(3) SEBI (Listing Obligations & disclosures Requirements) regulations, 2015.

There was delay in giving board meeting intimation as mentioned in the Secretarial Audit Report. The management is of the view that it was inadvertent & directs to submit the same in time in future.

(7) Delay in submission of Financial Results under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015:

There was delay in submission of Annual audited / quarterly unaudited financial results as mentioned in the Secretarial Audit Report. The management is of the view that it was inadvertent & directs to consider & submit the same in time in future.

(8) Delay in submission of Compliances-Certificate under Reg. 74 (5) of SEBI (DP) Regulations, 2018 for:

There was delay in submission of Compliances-Certificate under Reg. 74 (5) of SEBI (DP) Regulations, 2018 as mentioned in the Secretarial Audit Report. The management is of the view that it was inadvertent & directs to consider & submit the same in time in future.

(9) Delay in submission of Compliance Certificate Under Regulation 40 (9) Of The SEBI (LODR) Regulations 2015 From Practicing Company Secretary for The Year Ended March 31,2023 submitted on 15.06.2023(Due date 30 04 2023).

There was delay in submission of Compliances-Certificate under Regulation 40 (9) Of The SEBI (LODR) Regulations 2015 as mentioned in the Secretarial Audit Report. The management is of the view that it was inadvertent & directs to consider & submit the same in time in future.

(10) Delay in submission of Compliance Certificate - Regulation 7(3) Of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 For The Year Ended 31st March, 2023 submitted on 31.05.2023 (Due date 30 04 2023).

There was delay in submission of Compliances-Certificate under Regulation 7(3) Of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as mentioned in the Secretarial Audit Report. The management is of the view that it was inadvertent & directs to consider & submit the same in time in future.

III. COST AUDITORS & COST RECORDS:

According to the Companies Act of 2013 and the Companies (Audit and Auditors) Rules of 2014, the Company need to appoint Cost Auditor to conduct cost audit, if the overall annual turnover of the company from all its products / services during the immediately preceding financial year is rupees one hundred crore or more and the aggregate turnover of the individual product(s)/service(s) for which cost records are required to be maintained under the rule is rupees thirty-five crore or more. The total turnover of the Company, including other income, during the Financial Year ended 31 03 2023 was Rs.6.60 Crore (In the Financial Year ended 31 03 2024 nil). In view of the same the Company has not appointed any cost Auditor to conduct cost audit in the Financial Year 2024-25.

IV. BRANCH AUDITOR:

The Company has branch outside India at Singapore. The Directors have initiated procedures to close the same as there are no transactions since long. In view of the same the Directors have not recommended for branch auditors appointment.

V. INTERNALAUDITORS:

There were no manufacturing activities since long. No incumbent was available to accept the position in the given situation. However, the Company is in process to appoint Internal Auditor in the current year.

30. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors or Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in this Report.

31. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 will be made available on the Company's website at www.indiasteel.in. at investors section. The Link of the same is : http://indiasteel.in/pdfs/Annual_Return/MGT-7-31-03-2024.pdf

32. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds, being dividends lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

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

The Company had adopted the generally accepted technology for its products. There are no manufacturing activities since long but the particulars regarding conservation of energy foreign exchange earnings and outgo are given in "Annexure - 5" as required under The Companies Act, 2013 read with The Companies (Accounts) Rules, 2014 and forms part of this report.

34. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013. An internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints pertaining to sexual harassment were received during FY2023-24. There are no women employees in the Company during the year under review.

35. SECRETARIAL STANDARDS OF ICSI:

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial

Standards issued by the Institute of Company Secretaries of India (‘ICSI') and that such systems were adequate and operating effectively. During the Financial Year, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

36. MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES:

In accordance with Section 178 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 issued thereunder and Regulation 19 of the SEBI (LODR) Regulations, 2015, the Board of Directors has formulated the Nomination and Remuneration Policy on the recommendations of the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Report. During the year under review, the Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed as "Annexure -6".

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Rules, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of this Report. Further, the Report and the Annual Accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the Members. Any Member interested in obtaining such particulars may write to the Company Secretary at cosec@indiasteel.in

37. OTHER MATERIAL INFORMATION:

During the year under review, the Company has stopped its manufacturing activities. It has obtained approval of the Shareholders at the EGM held on Monday, February 26, 2024, to carry on real estate activities i.e the business of builders, contractors, erectors, constructors of buildings, houses, apartment etc.,

38. GENERAL:

During the year, there were no transaction requiring disclosure or reporting in respect of matters relating to:

(a) details of deposits covered under Chapter V of the Act;

(b) issue of equity shares with differential rights as to Dividend, voting or otherwise;

(c) issue of shares (including sweat equity shares) to employees of the Company under any scheme;

(d) raising of funds through preferential allotment or qualified institutions placement;

(e) instance of one-time settlement with any bank or financial institution;

(h) The Company has not made any application under Bankruptcy Code. There are transactions requiring disclosure or reporting in respect of matters relating to pendency of any proceeding against the Company under the Insolvency and Bankruptcy Code, 2016 before National Company Law Tribunal (NCLT) Mumbai, NCLAT New Delhi are as follows:

39. INDUSTRIAL RELATIONS:

During the year under review, industrial relations remain cordial and peaceful.

40. ACKNOWLEDGEMENTS:

The Directors express their appreciation for co-operation and encouragement received from all the Shareholders, Business Associates, Dealers, and Insurers, vendors, investors and bankers during the year. The Directors also place on record their appreciation of the contribution made by the employees.