Kalyani Steels Ltd

To,

The Members,

The Directors have pleasure in presenting the Fifty-Second Annual Report on the business and operations of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2025.

(Rs in Million)

Based on the Company's performance, the Directors are pleased to recommend a dividend of Rs 10/- per Equity Share of Rs 5/- each (i.e. 200%), for the financial year ended March 31, 2025, for approval of the members.

The Board has recommended dividend based on the parameters laid down in the Dividend Distribution Policy, adopted by the Company pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The dividend on Equity Shares, if approved by the members would involve cash outflow of Rs 436.53 Million and shall be subject to deduction of income tax at source.

During the year under review, the Company does not propose to transfer any amount to the General Reserve. An amount of Rs 18,282 Million is proposed to be retained as Retained Earnings.

FY 2024-25 continued to experience negative global headwinds which impacted the overall performance of steel industry. These headwinds coupled with fluctuations in China's crude steel output during the year created volatility in both raw material prices and Steel prices. Inflation rates across advanced economies came within respective central bank's targets allowing them to focus on economic growth and reduce the repo rates after September, 2024.

Iron ore prices exhibited volatile prices throughout the year starting from USD 111/MT in April, 2024, further dropping to USD 94/MT in September, 2024 before marginally recovering and becoming steady subsequently till March, 2025 to USD 102/MT following Chinese government stimulus package announced in September, 2024 aimed to revitalize the construction and property sectors. Similar to iron ore prices, coking coal prices exhibited volatility in the range of USD 195-268/MT.

The automotive sector is a one of the major contributors to the Company's business portfolio. FY 2025 has seen passenger vehicles (PV) sales reaching its all-time high at 5.07 Million vehicles at a growth of 4% over FY 2024. Commercial vehicles (CV) sales remained at a similar level to that of previous year at 1.03 Million vehicles. Two wheelers' (2W) sales registered growth of 11% in FY 2025 at 23.8 Million vehicles which is closer to its pre-pandemic sales of 24.4 Million. Three wheelers' (3W) sales crossed 1.04 Million as against a 0.99 Million in FY 2024 registering a growth of mere 5%. Except PV all other types of vehicles are yet to catch up to the pre-covid level.

In April 2025, the United States imposed a new wave of tariffs on a range of imports from multiple trading partners, aimed at increasing domestic manufacturing and reduce dependency on foreign supply chains. Among the affected nations, China responded with retaliatory measures, which further intensified bilateral trade tensions.

The ongoing trade tensions between the world's two largest economies have raised concerns over global supply chain disruptions, especially in critical sectors like Electronics, Steel, Industrial Machinery, Textiles etc. US has imposed 26% tariff on India as well which affects a broad range of Indian exports, including pharmaceuticals, Automotive Components, Machinery and Agricultural products among others. However, ongoing negotiations between India and the United States are expected to lead to favorable changes in trade policy strengthening bilateral economic trade relations.

Despite such a volatile & complex business environment, the Company has delivered extremely well results during FY 2025.

The Company achieved highest ever Total Income of Rs 20,336 Million as against Rs 20,063 Million in FY 2024 and highest ever Profit before tax of Rs 3,427 Million as against Rs 3,327 Million in FY 2024.

Discussion on the state of Company's affairs has been covered as part of the Management Discussion and Analysis (MD&A). MD&A for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

Your Company reaffirms its continued commitment to the highest level of Corporate Governance practices. Your Company fully adheres to the standards set out by the SEBI for Corporate Governance practices.

The Report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

The requisite certificate from Secretarial Auditors of the Company viz. M/s. SVD & Associates, Practicing Company Secretaries, Pune certifying compliance of the conditions of Corporate Governance is attached to Report on Corporate Governance.

During the year under review, the Company has not accepted any deposit under Chapter V of the Companies Act, 2013.

Mr.S.M. Kheny, Non-Executive Non-Independent Director of the Company resigned on July 15, 2024, due to his pre-occupation and personal commitments, making it difficult for him to devote time for the Company. As a consequence, he also creased to be Chairman of the Stakeholders Relationship Committee. The Board places on record its sincere appreciation of the contributions made by Mr.Kheny during his tenure as a Director of the Company.

Mr.Arun P Pawar, Independent Director of the Company, completed his Second Term of 5 (Five) years on September 4, 2024 and accordingly ceased to be the Director of the Company with effect from September 5, 2024. The Board places on record its sincere appreciation of the contributions made by Mr.Pawar during his tenure as a Director of the Company.

The Board of Directors at their meeting held on October 28, 2024, based on the recommendation of the Nomination and Remuneration Committee, had co-opted Mr.Kartik Bharat Ram, as an Additional Non-Executive Non-Independent Director, of the Company, liable to retire by rotation, subject to approval of the members. The Company sought the approval of the members by way of Postal Ballot (Ordinary Resolution) and the said appointment was duly approved on December 12, 2024.

The Board of Directors at their meeting held on October 28, 2024, based on the recommendation of the Nomination and Remuneration Committee, had co-opted Mr.Raju S. Tolani, as an Additional Independent Director, for the term of 3 (Three) consecutive years with effect from October 28, 2024 to October 27, 2027, subject to approval of the members. The Company sought the approval of the members by way of Postal Ballot (Special Resolution) and the said appointment was duly approved on December 12, 2024.

In terms of the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs.Sunita B. Kalyani and Mr.Amit B. Kalyani, Directors of the Company, are retiring by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

The Board of Directors at its meeting held on May 5, 2025, based on the recommendation of the Nomination and Remuneration Committee, had re-appointed Mr.R.K. Goyal, as Managing Director of the Company for the period of 5 (Five) years i.e. from January 17, 2026 to January 16, 2031.

These re-appointments forms part of the Notice of the Fifty-Second Annual General Meeting and the Resolutions are recommended for your approval. Profile of these Directors are given in the Report on Corporate Governance for reference of the members.

The Company has received declarations from all Independent Directors that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc.

In a separate meeting of Independent Directors, performance of Non-Independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The Nomination and Remuneration Policy adopted by the Board on the recommendation of Nomination and Remuneration Committee, provides the criteria for assessment and appointment / re-appointment of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel (SMP) on the basis of their qualifications, experience, independence, professional and functional expertise etc. The Policy also sets out the guiding principles for the compensation to be paid to the Directors, KMP and SMP and undertakes effective implementation of Board familiarization, diversity and evaluation.

The Policy is available on the website of the Company at http://www.kalyanisteels.com/profile/policies/.

During the Financial Year 2024-25, four Board Meetings were convened and held. Also a separate meeting of Independent Directors as prescribed under Schedule IV of the Companies Act, 2013 was held. The details of meetings of Board of Directors are available in the Report on Corporate Governance which forms part of this Annual Report.

Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that :

i) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and that there are no material departures;

ii) 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 as at March 31, 2025 and of the profit of the Company for that period;

iii) the Directors have taken proper and sufficient care 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) the Directors have prepared the annual accounts for the year ended March 31, 2025, on a going concern basis;

v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is enclosed herewith as Annexure "A".

The CSR objectives of the Company are designed to serve societal, local and national goals in the locations it operates and to create a significant and sustained impact on local communities. The Company has been carrying out various Corporate Social Responsibility (CSR) activities in the areas of education. These activities are carried out in terms of Section 135 read with Schedule VII of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Annual Report on CSR Activities undertaken by the Company is enclosed herewith as Annexure "B". The CSR Policy is available on the Company's website viz. www.kalyanisteels.com/profile/policies/ The details relating to the composition of the CSR Committee are provided in the Corporate Governance Report, forming part of the Annual Report.

All contracts / arrangements entered into by and between the Company and Related Parties were on arm's length basis and in the ordinary course of business and in accordance with the related party framework formulated and adopted by the Company. All Related Party transactions were placed before the Audit Committee for its review and prior approval.p>

A statement showing the Related Party Transactions entered into by the Company pursuant to the prior approval is reviewed by the Audit Committee on quarterly basis.

In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Policy on Related Party Transactions and the same can be accessed on the Company's website at www.kalyanisteels.com/profile/policies/

Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of transactions with related parties, are provided in Form AOC-2, which is enclosed herewith as Annexure "C" Details of related party transactions entered into by the Company, in terms of Ind AS 24 have been disclosed in Note No. 38 to the Standalone Financial Statements.

The Board has adopted a Risk Management Policy to identify and categorize various risks, implement measures to minimize impact of these risks and to monitor them on a regular basis.

Risk Management Policy deals with identifying and assessing risks such as operational, strategic, financial, security, cyber security, property, regulatory, reputational and other risks and the Company has in place an adequate risk management infrastructure capable of addressing these risks.

The Risk Management Committee which oversees the risk management process in the Company, is chaired by an Independent Director of the Company. The Audit Committee also has additional responsibility to monitor risks in the area of financial risks and controls.

The policy on Risk Management as approved by the Board is uploaded on the Company's website at http://www.kalyanisteels.com/profile/policies/

The Company has constituted an Audit Committee in compliance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Composition of the Audit Committee in terms of Section 177(8) of the Companies Act, 2013 along with its terms of reference incorporating its functions are disclosed and available in the Corporate Governance Report forming part of the Annual Report.

All the recommendations made by the Audit Committee were deliberated and accepted by the Board during the Financial Year 2024-25.

Pursuant to Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. Kirtane & Pandit LLP, Chartered Accountants, Pune (Firm Registration No.105215W / W100057) were appointed as the Auditors of the Company for a period of 5 (Five) years to hold office from the conclusion of the Forty-Ninth Annual General Meeting held on August 1, 2022 till the conclusion of the Fifty-Fourth Annual General Meeting to be held in the year 2027.

The Auditors have confirmed that they are not disqualified to continue as Auditors and are eligible to hold office as Auditors of the Company.

The Auditors have expressed their unmodified opinion on the Standalone and Consolidated Financial Statements and their reports do not contain any qualifications, reservations, adverse remarks or disclaimers.

The Notes on Financial Statements referred to in the Auditor's Report are self-explanatory and hence do not call for any further comments.

During the year under review, the Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013 to the Audit Committee.

The Company is required to maintain cost records under Companies (Cost Records and Audit) Rules, 2014. Accordingly, cost records have been maintained by the Company.

The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s S.R. Bhargave & Co., Cost Accountants, Pune for conducting the cost audit of the Company for Financial Year 2025-26.

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be ratified by the members of the Company. Accordingly, resolution seeking members ratification for remuneration to be paid to Cost Auditors is included at Item No.8 of the Notice convening Fifty-Second Annual General Meeting.

Pursuant to provisions of Section 204 of the Companies Act, 2013, the Board had appointed M/s. SVD & Associates, Practicing Company Secretaries, Pune, to undertake Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report for the Financial Year ended March 31, 2025, is annexed herewith as Annexure "D". The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

The Company is compliant with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government under Section 118(10) of the Companies Act, 2013.

In terms of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, on the basis of the recommendations of the Audit Committee, the Board of Directors have recommended the appointment of M/s SVD & Associates, Practicing Company Secretaries, Pune (Firm Unique Code P2013MH031900 and Peer Review Certificate No.6357/2025) as the Secretarial Auditors of the Company to hold office for a period of 5 (Five) consecutive years from the conclusion of the ensuing Fifty-Second Annual General Meeting till the conclusion of the Fifty-Seventh Annual General Meeting of the Company to be held in 2030. Necessary resolution for appointment of M/s SVD & Associates is placed in the Notice of the ensuing Fifty-Second Annual General Meeting for consideration of the Members.

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has been provided in Annexure "E"

A statement showing details of the employees in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in a separate annexure forming part of the Directors' Report. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the shareholders excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the same may write to the Company Secretary at investor@kalyanisteels.com

In accordance with Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company as on March 31, 2024, filed with Registrar of Companies, is available on the website of the Company at www.kalyanisteels.com. The Company shall upload the Annual Return as on March 31, 2025 on the website of the Company, once it is filed with Registrar of Companies.

The Company believes in conduct of its affairs in a fair and transparent manner by adopting highest standards of professionalism, integrity and ethical behavior and ensures adherence of these principles across the organization.

The Company has robust vigil mechanism through its Whistle Blower Policy wherein the employees / Directors can approach the Management of the Company, to report genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or the instances of leakage of unpublished price sensitive information.

The Whistle Blower Policy is approved and adopted by the Board of Directors of the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Whistle Blower Policy is available on the Company's website at http://www.kalyanisteels.com/profile/ policies/

During the year under review, the Company has not received any complaint under the said mechanism.

Particulars of Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013, forms part of the notes to the Financial Statements provided in this Annual Report.

The Company has a proper and adequate system of internal financial controls. These controls ensure transactions are authorized, recorded and reported correctly and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls within the meaning of the Act. An extensive program of internal audits and management reviews, supplement the process of internal financial control framework. Documented policies, guidelines and procedures are in place for effective management of internal financial controls.

The internal financial control framework design ensures that financial and other records are reliable for preparing financial and other statements. In addition, the Company has identified and documented the key risks and controls for each process that has a relationship to the financial operations and reporting.

The Company has put in place a compliance management tool / framework, which lists all the applicable laws and compliances and also monitors the compliance status. The Company believes that a good framework is essential to track statutory compliances for the successful conduct of business operations and high standards of corporate governance.

There are no adverse material changes or commitments that occurred after March 31, 2025, which may affect the financial position of the Company or may require disclosure.

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

Detailed presentations are made to the entire Board including independent Directors from time to time on various matters such as the Company's operations and business plans, strategic plans, plant operations, regulatory updates etc. The Functional heads are invited from time to time to present before the Board, key matters pertaining to their area of expertise.

Apart from the above, the Directors are regularly briefed and updated on the Company's policies and procedures, business model, the industry and operating environment that the Company operates in. For newly appointed directors detailed induction program involving the briefing on the Company's philosophy on Governance, Ethics and Compliance coupled with the Company's policies and interactions with the leadership team is in place.

Additionally, plant visits are organized for the new as well as existing Directors to enable them to understand the business better.

The details of programmes for familiarization of Independent Directors with the Company are put up on website of the Company at http://www.kalyanisteels.com/profile/policies/.

As on March 31, 2025, the Company has one Subsidiary, one Associate Company and one Joint Venture Company. A statement containing the salient features of the financial statement of the subsidiary, associate and joint venture in the prescribed format AOC - 1 is annexed hereto as Annexure "F".

The Policy for determining 'Material' subsidiaries has been displayed on the Company's website viz. www. kalyanisteels.com/profile/policies/

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report (BRSR) forms a part of this Annual Report describing the initiatives taken by the Company on Environment, Social and Governance (ESG) parameters during the year 2024-25, as annexed hereto as Annexure "G"

Pursuant to provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) the declared dividends, which are unpaid or unclaimed for a period of seven (7) years and the shares thereof, shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government. The shareholders have an option to claim the amount of the dividend transferred and / or shares from IEPF. No claim shall be entertained against the Company for the dividend amounts and shares so transferred.

During the year, an amount of Rs 1,913,235/- in respect of dividend declared on May 25, 2017 for Financial Year 2016-17 was transferred to IEPF along with 25,081 Equity Shares.

Your Company is committed to creating a safe and healthy work environment, where every employee is treated with respect and can work without fear of discrimination, prejudice, gender bias or any form of harassment at the workplace. The Company has in place a Prevention of Sexual Harassment (POSH) Policy which meets the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The essence of the policy is communicated to all employees at regular intervals through awareness programs.

The Company has constituted an Internal Complaints Committee (ICC) under the POSH Act, to consider and resolve all sexual harassment complaints received. During the year under review, no complaints were received by the Committee.

The Directors wish to convey their deep appreciation for the support and co-operation received from the Central Government, the Government of Maharashtra, the Government of Karnataka, Karnataka Industrial Area Development Board, various State Governments in India, Financial Institutions and the Bankers.

The Directors appreciate and value the contribution made by all employees at all levels, resulting in the successful performance of the Company during the year.

The Directors also take this opportunity to express their deep gratitude for the continued co-operation and support received from its valued shareholders.

The Directors express their special thanks to Mr.B.N. Kalyani, Chairman of the Company, for his persistent actions for the progress of the Company.