Dear Members,

Your Directors are pleased to present the 10^th Annual Report on the performance of your Company, together with the Auditors' Report and Financial Statements for the year ended 31^st March 2025 and the Report thereon by the Comptroller and Auditor General of India.

1. BACKGROUND

Ministry of Corporate Affairs vide order dated 6^th October, 2022 had accorded approval of Scheme of Arrangement between NMDC Limited (Demerged Company) and NMDC Steel Limited (Resulting Company) and their respective shareholders and creditors involving demerger of 3 MTPA capacity green-field Integrated Steel Plant in Nagarnar, located 16 km from Jagdalpur, Chhattisgarh. It is strategically located near NMDC's Bailadila mines consisting of high-grade iron ores. It is connected to Visakhapatnam seaport via rail & road and is around 300 km away from the capital of Chhattisgarh State, Raipur. Special care and focus have been maintained for making sure that every possible unit of energy could be saved by utilizing energy-efficient technologies such as Pulverized Coal Injection, Coke Dry Quenching and Top Recovery Turbine, waste heat recovery options and efficient alternate fuel resources.

1.1 State of Company's Affairs & Performance Highlights

The performance of the Company for the financial year 2024-25 was as under:-

1.2 Other Financial Parameters

2.1 Production

The details of the actual production for the period from 01.04.2024 to 31.03.2025 are given below:

*DCCO - date of commencement of commercial operations

2.2 Product-wise Sales

There have been no change in the nature of business for the year under review.

3.0 Transfer to Reserves

The company has not transferred any amount to the General Reserve during the financial year 2024-25.

3.1 Dividend Distribution Policy

The Board of Directors of the Company in its meeting held on 25^th January 2023 had approved the Dividend Distribution Policy of the Company and the same is available at the link: https:// nmdcsteel.nmdc.co.in/pads. Further, the Board has not recommended / declared any dividend for the financial year 2024-25.

a) Authorized Share Capital

As on 31^st March, 2025, the Authorized share capital of the Company was Rs3,000 crores divided into 300,00,00,000 equity shares of Rs 10/- each.

b) Paid-up Share Capital

As on 31^st March, 2025, the Paid-up Share Capital of the Company was Rs2,930.61 crores divided into 293,06,05,850 equity shares of Rs10/- each.

3.3 Material Changes and Commitments affecting the financial position of the Company affecting the financial position of the company which have occurred between the end of financial year of the company to which the financial statements relate and the date of the report: Nil

3.4 Deposits

During the financial year, the company has not accepted any deposits falling within the purview of Section 73 of the Companies Act, 2013 and Rules made thereunder.

3.5 Non-Convertible Debentures (NCDs)

Pursuant to Order of Ministry of Corporate Affairs dated 6^th October, 2022 sanctioning the Scheme of Arrangement for demerger of Iron & Steel Plant from NMDC Ltd. (Demerged Company) into NMDC Steel Ltd. (Resulting Company), the Non-Convertible Debentures (NCDs) amounting to Rs523.80 crores were transferred to the books of NMDC Steel Ltd. The said NCDs are due for redemption in August, 2025.

During the year under review, the company did not issue any further NCDs.

4.0 INTERNAL CONTROL SYSTEMS W.R.T. FINANCIAL STATEMENTS

Necessary disclosure in respect of Internal Control Systems and their adequacy has been made in Annexure-A to the Independent Auditors'

Report dated 27.05.2025 which forms part of the Annual Report.

5.0 STATUS OF SUBSIDARY, JOINT VENTURE AND ASSOCIATE COMPANY:

The Company does not have any subsidiary, joint venture or associate company.

(a) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013.

Necessary details in this regard have been disclosed in the financial statements.

(b) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES DISCLOSURES

Disclosure on related party transactions forms part of the Notes to the Financial Statements. Further, the details of prescribed related party transactions are also annexed in Form AoC-2 annexed to this Report.

(c) MAINTENANCE OF COST RECORDS

Section 148(1) of the Companies Act, 2013 specifies the provisions of maintenance of Cost Records of the company. The company is maintaining such records as per Rule 4(2) of the Companies (Cost Records and Audit) Rules 2014 under both regulatory and nonregulatory services.

7.1 Environmental clearances

Your company has obtained the following Environmental Clearances from the Ministry of Environment, Forest and Climate Change, New Delhi.

a) Environment Clearance (EC) for 03 MTPA NSL, Nagarnar granted by MoEFCC, Delhi on 25.09.2009 and same is amended vide dated 05.12.2014 and on 14.08.2018.

b) Environment Clearance for NSL Residential Complex by SEIAA, Chhattisgarh on 03.12.2018.

I. 3 MTPA NSL Plant at Village Nagarnar:-

(a) Consent to Establish (CTE) for 03 MTPA NSL, Nagarnar granted by CECB, Raipur on 28.08.2010 and same is amended vide letter No. 5274/TS/CECB/2018 dated 26.09.2018.

(b) Consent to Operate (CTO) for 03 MTPA NSL, Nagarnar granted by CECB, Raipur on 13.09.2019 and being renewed further. The existing CTO is granted and issued by CECB to NSL on 26.09.2024 vide letter no. No. 5838 /TS/CECB/2024 and is valid till 31.08.2025.

(c) Authorization under the Hazardous and Other Wastes (Management & Transboundary Movement) Rules, 2016 is granted and issued by CECB on 04.06.2024 vide Letter No. No. 1818/HSMD/HO/ CECB/2024 and is valid till 02.06.2029.

(d) Authorization under Biomedical Waste Management Rules 2016 is granted and issued by CECB on 06.06.2024 vide letter no. 1890/ BMW /HO /CECB /2024 and is valid till 16.03.2027.

II. NSL Residential Complex at Village: Chokawada and Dhanpunji

(a) Consent to Establish (CTE) for NSL Residential Complex granted by CECB, Raipur on 12.04.2023 and same is vide letter No. 160/TS/CECB/2023.

(b) Consent to Operate (CTO) for NSL Residential Complex granted by CECB, Raipur on 02.01.2025 vide letter no. 8864/ TS/CECB/2025 and is valid till 08.10.2029.

(c) Authorization under Biomedical Waste Management Rules 2016 is granted and issued by CECB to Primary Health Centre, NSL Residential Complex on 13.09.2024 vide letter no. 1216/HO/BMW/CECB/2024 and is valid till 10.05.2027.

(d) Consent of the Board under Section 25/26 of the Water (Prevention and Control of Pollution) Act 1974 and under Section 21 of the Air (Prevention and Control of Pollution) Act 1981 is granted and issued to NSL Primary Health Centre on 29.08.2024 vide letter no. 672/RO/TS/CECB/2024 and is valid till 07.05.2029.

7.3 Forest clearances

Your Company has obtained the following Forest

Clearances from the Ministry of Environment, Forest and Climate Change, New Delhi.

(a) Forest clearance for construction of integrated Steel plant (3 MTPA) at Nagarnar, Tahsil - Jagdalpur, Distt.-Bastar (CG), Forest land-25.72 Ha on 06.05.2011.

(b) Forest clearance for construction of Railway Lining for integrated Steel plant (3 MTPA) at Nagarnar, Tahsil-Jagdalpur, Distt. Bastar (CG), Forest land-10.763 Ha on 17.05.2010.

(c) Forest clearance for laying of underground water pipeline from Kolab (Sabri) river near Tiriya to Nagarnar for integrated Steel plant (3 MTPA) at Nagarnar, Tahsil-Jagdalpur, District Bastar (CG), Forest land - 26.136 Ha.

(d) Forest Clearance (Stage-1) for diversion of 9.8 Ha forest land for construction of ITI, Polytechnic and Other associated infrastructure granted by MoEFCC, New Delhi on 31.03.2025 vide letter no. FC II/IROCH/22/2023/14137.

7.5 Environmental Initiatives.

• Coke Dry Quenching - Waste Heat Recovery Boiler

• High Pressure Liquor Ammonia Aspiration (HPLA) System

• Hydro Jet Door Cleaners

• Land Based Pushing Emission Control (PEC)

• H₂S recovery

• MBR based Coke Oven ETP

• Top Pressure Recovery Turbine (TRT) in Blast Furnace

• Coal Dust Injection (CDI) in Blast Furnace

• Cast House & Stock House Dedusting Systems

• Sinter Plant and Blast Furnace Waste Energy Recovery

• Dog House for BOF Converters

• Use of Continuous Casting Technology

• Thin Slab continuously casting and Rolling

• Zero Liquid Discharge

• Installation of recovery-based Coke Oven Plant having By-product plant facility for recovery of various by-products, which is equipped with sulphur recovery units for minimizing SO₂ emission.

• In SMS Plan, Basic Oxygen Furnace for waste gas recovery for use in plant as fuel.

• In the Plant units for emission control purposes, Multiple Electro-Static Precipitators, Bag Filters, Dry Fog Dust Suppression Systems, Scrubbers, cyclone separators along with various allied machineries are installed.

• Establishment of Effluent Treatment Plant at all the major plant units having Primary and Secondary followed by Final UF-RO Treatment process for recycling of treated water in respective process units. In addition, Centralized Zero Liquid Discharge Plant is installed for treatment of RO reject water centrally and recycling of the same in plant process. Cascading use of water is also ensured through primary to secondary usage for water conservation purposes.

• Development of green cover in and around NSL, Nagarnar. Presently, around 135 Ha area of green belt has already been developed and it is being carried out to achieve the target of more than 33% green belt area (~240 h) as per MoEFCC guidelines. Additionally, plantation activities are being carried out in the 13 surrounding villages of NSL, Nagarnar.

• For effective implementation and monitoring of Environment Quality Parameters,

Integrated Management system has been implemented in NSL plant for ISO 14001 (Environmental Management System) along with other standards such as ISO 9001 (Quality Management System), ISO 45001 (Occupation Health and Safety Management System) and ISO 50001 (Energy Management System).

• Continuous Emission Monitoring System is installed at all process stacks and data connectivity to the central server of CPCB/ CECB for real time data monitoring.

8.0 Implementation of Integrity Pact

The Integrity Pact has been adopted in the Company. Threshold value for cases to be covered under IP is Rs1.00 Crore and above for both materials and contracts. Hence, all the tenders having estimated cost Rs1.00 crore and above are issued with Integrity Pact.

9.0 Implementation of Official Language Policy

• As part of promoting the use of Hindi, Official Language Fortnight was organized from 14^th to 28^th September 2024. During this period, several creative and engaging competitions were conducted for officers and employees. Winners were recognized with prizes and certificates.

• Quarterly meetings of the Official Language Implementation Committee were held regularly. Key resolutions passed during these meetings included:

? Ensuring bilingual issuance of official documents.

? Promoting increased usage of Hindi in correspondence.

? Mandating that replies to letters received in Hindi be drafted in Hindi.

? Encouraging file notings and annotations in Hindi.

? Providing Hindi language training (both typing and writing) to staff.

? Ensuring the availability of Hindi fonts and tools within the departmental IT infrastructure.

? Motivating employees to perform their day-today official work in Hindi.

• A monthly Hindi incentive scheme continued to be in place. Under this, officers and employees who actively contributed to working in Hindi were awarded incentive amounts.

• A key publication achievement this year was the release of the Hindi quarterly magazine "NMDC Steel Samachar", which featured insightful content and articles by employees.

• Employees and officers' Hindi articles were also published in the "Khanij Bharti" magazine, acknowledging their valuable contributions.

• A Unicode-based multilingual facility was installed in office computers, and Hindi typing tools were provided to enhance ease of working in Hindi across departments.

• For the newly inducted employees, the Human Resources Department organized orientation and training programs, emphasizing the importance of using Hindi in official communication. Senior staff committed to engaging their teams in implementing these practices effectively.

• The organization also actively participated in the half-yearly meetings of the City Official Language Implementation Committee, Jagdalpur, where valuable inputs and suggestions were exchanged to further strengthen the use of Hindi.

• Throughout the year, a series of workshops, awareness campaigns, and motivational activities were conducted to support the creative and effective promotion of Hindi in daily official work.

10.0 Details required to be furnished in terms of Micro, Small & Medium Enterprises Development Act, 2006.

The Company has taken following steps to procure Goods and Services from MSE firms, MSE SC/ ST & Women Entrepreneurs.

NMDC Steel Limited (NSL) has participated in exclusive MSE SC/ ST Vendor meets at Jagdalpur & Hyderabad and informed the vendors about the requirements of NSL and tendering process being followed at NSL to encourage their participation.

NSL has also participated in various Vendor meets organized by Ministry of Micro, Small and Medium Enterprises in association with FICCI/DICCI. Further the Company has also organized Vendor meet at Jagdalpur to develop local vendors including MSE Vendors during August 2024 and explained in detail about the requirements and tendering procedures pertaining to NSL.

Besides this, delegates from some of the MSME Vendor Associations from Chhattisgarh are visiting and interacting with NSL officials at regular intervals to understand the detailed requirements of NSL. For encouraging MSE firms, procurements are done through GeM Portal and price preference to MSE firm as per GeM Guidelines are being followed. During the year 2024-25, NSL has achieved the overall targets of MSE as per Public Procurement Policy. Details are as follows:

11.0 Manpower

The manpower strength of the Company as on 31.03.2025 was 2,644.

Apart from the above manpower, NSL has awarded various Operation & Maintenance Contracts for different plant units.

11.1 Particulars of employees drawing remuneration of Rs8.5 lakhs per month or Rs1.02 crores per annum under Section 197 of the Companies Act, 2013 read with Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 as amended.

NIL

11.2 Statement on Prevention of Sexual Harassment of Women at Workplace

NMDC Steel Limited (NSL) is firmly committed to ensuring a safe, secure, and respectful workplace for all employees, with particular emphasis on upholding the dignity, safety, and well-being of women employees. The Company strictly adheres to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

In compliance with the Act, an Internal Complaints Committee (ICC) has been duly constituted at NSL. The ICC is empowered to receive, investigate, and redress complaints related to sexual harassment in a timely, confidential, and impartial manner.

To foster awareness and sensitization among employees, NSL has conducted workshops and awareness programs during the year.

These initiatives aim to educate employees about appropriate workplace behavior, rights, responsibilities, and available redressal mechanisms.

Status of Complaints during the Financial Year 2024-25:

• Number of complaints of sexual harassment received during the year: 1

• Number of complaints of sexual harassment disposed of during the year: 1

• Number of cases pending for more than 90 days: Not Applicable

NMDC Steel Limited remains steadfast in its commitment to fostering a work culture that is free from harassment, promotes gender equity, and upholds the highest standards of ethics, dignity, and mutual respect.

11.3 Statement on compliance with the Maternity Benefit Act, 1961

NMDC Steel Limited is dedicated to safeguarding the rights and welfare of women employees in accordance with the provisions of the Maternity Benefit Act, 1961 and its subsequent amendments. During the financial year, NSL has maintained full compliance with all statutory provisions of the Maternity Benefit Act. Awareness sessions and internal communications were also conducted to inform employees of their entitlements under the Act.

The Company ensures that all eligible women employees are provided with statutory maternity benefits, including paid maternity leave, nursing breaks, and protection against dismissal during maternity leave, as mandated under the Act.

Furthermore, the Company has provided suitable facilities and created a supportive and inclusive work environment to ensure the health, dignity, and well-being of women employees during and after maternity. NMDC Steel Limited reaffirms its commitment to promoting gender equity, supporting work-life balance, and maintaining a family-friendly workplace for all employees.

12.0 Human Resources Development

At NMDC Steel Limited, we believe that considering a value-driven approach when developing business strategies can be vital to long-term success. We continuously adapt, innovate, and stay ahead of the competitor from new digital technologies to innovations in the market. We believe to foster a culture of continuous learning and knowledge creation at all levels. We recognize the importance of adapting to change, acquiring new knowledge, and leveraging insights to improve performance and achieve strategic objective. Towards 2024-25 learning and development initiatives are aligned with our business goals and NMDC Steel Limited has commissioned its Plants and commenced steel manufacturing. In the midst of the busy schedule, NSL took initiative to strengthen its Employees knowledge and skill by imparting suitable technical training along with necessary Safety awareness programmes to all the Employees and contractually engaged persons.

Training Programmes (In House/External)

NSL HRD has organized In-House training Programmes in Technical areas:

1. Process Fans to cover various aspects to get optimum benefit.

2. Basic Industrial Hydraulic Training.

3. Training on hydraulic tools.

4. Study of Hydraulic Circuit Diagram of LRF, TSC- HSM and Steel Melting Shop.

5. Training on Hydraulic Circuit of Pusher car of Coke Oven.

6. Training on EOT crane electrical connection.

7. Circuit Diagram of Fuzzy Hierarchical Inference (FHI) in HSM.

8. SIEMENS Variable Frequency Drives training.

9. Technical Presentations by Chapter Convention on Quality Circle.

10. Technical training on Field Machinery division.

11. Electrical Training on ABB drives.

12. DC Brakes Training Program.

13. Workshop on Efficient Boiler Operation conduct by National Productivity Council (NPC).

Safety Awareness Programme such as:

1. Safety Refresher Training on regular weekly basis.

2. General safety, Loco safety and Electrical Safety.

3. Gas Safety Awareness by Department Safety Officer.

Integrated Management Systems Trainings programmes as:

1. Two Session of Internal Auditor Guidance Meeting.

2. Workshop on Quality Circle, Energy and Safety Circle.

3. Presentation for Chapter Convention on Quality Circle by QCFI, Bhilai.

General Awareness Training:

1. Training on Provident fund and pension related training "Nidhi Aap ke Nikat" by Regional PF Commissioner's Office Raipur.

2. Training on Environment related issue and Quiz Competition by NSL Environment Department.

3. Workshop on GST.

4. Workshop on Contractor labour payment/labour laws.

5. Workshop on Conduct rules under NSL CDA rules.

6. Training on Indian Contract, Act 1872 and Specific Relief Act, 1963. Arbitration and Conciliation, Act 1996 and ADR (Alternate Dispute Resolution). Contract Labour (Regulation & Abolition Act), 1970.

7. Sexual Harassment of Women at Work Place (Prevention, Prohibition & Redressal Act, 2013);

8. Reservation Policy for SC/ST, OBC, Ex Servicemen, PWD and EWS in Central Pubic Sector Enterprise.

Functional Training:

1. Standard Bidding Documents (SBD), Delegation of Powers (DOP), Standard Operating Procedures (SOP) and all relevant topics of Contracts Management (Under Capacity Building programme of Vigilance department).

2. Session on Cyber Hygiene and Security.

3. Systems & Procedures of the Security by TQM department.

4. Procurement - Goods, Works & Services.

5. General Lacunas need to overcome in Contractual Management.

6. Energy Management of Energy Conversation.

7. Enterprise Resource Planning (ERP).

NMDC Steel Limited has taken initiatives to impart training programmes and conduct workshops on, Culture Building and Happiness, to the Executives and their family members.

For the construction of Steel plant, the land was acquired from the local persons and such displaced persons have been given employment as per Land Acquisition, Rehabilitation and Rearrangement Act 2013. In order to make these land displaced persons suitable for Steel plant operations, the Company has entered into an MoU with Directorate General of Training (DGT) to impart ITI training under FlexiMoU Scheme which is equal to the ITI. Under Flexi MoU, six trades have been identified to impart the ITI training. They are Fitter, Electrician, Welder, Crane Operator, Computer Operator and Programming Assistant and Heavy earth Moving Machinery.

Employees have attended Theory classes, Practical Training and on-the-job Training in the Company as per Syllabus prescribed and approved by DGT (Directorate General of Training, Delhi).

• Under this Scheme, 2^nd batch of 95 NSL Employees have undergone Welder and Crane Operator Trades ITI Training and 52 employees have successfully cleared examination conducted by DGT in June 2024.

• 3^rd batch of 67 NSL Employees are undergoing ITI Training on Fitter and Electrician Trades from December 2024.

Pre Employment Training:

NSL HRD has organized pre-employment training to NMDC Land displaced persons and who will undergo six months Pre-Employment Training which includes two months class room training in NSL Training Centre.

During the two months, Steel Plant Process and its operation along with process flow training will be imparted.

In order to provide skill development training to the land displaced persons training will be imparted at local Government ITI during balance 4 months. NSL will enter into MoU with Government ITI, Jagdalpur to impart training in various trades such as Fitter, Electrician, COPA, Welder, Motor Mechanic Vehicle (MMV), Steno and Driver cum Mechanic (DCM).

13.0 Vigilance

The Vigilance Department of NMDC Steel Limited has played an important role in enhancing transparency and efficiency. This has been achieved through the implementation of preventive vigilance measures and suggesting system improvements. Key activities during the period undertaken includes:

1. Preventive Checks: A total of 84 preventive checks were conducted during the fiscal year, encompassing:

• File Studies-20 Nos.

• Surprise Inspections-24 Nos.

• Regular Inspections-33 Nos.

• Audit Paras-4 Nos.

• CTEs-3 Nos.

2. Complaint Handling: NMDC Steel Limited received 49 complaints between April 2024 and March 2025, all of which are addressed in accordance with CVC guidelines.

3. Training Programs: The Vigilance Department suggested and facilitated training sessions organized by the Human Resources Department, covering various critical areas:

• SBD, DOP, SOP, and Contract Management

• Cyber Hygiene and Security

• Procurement of Goods

• Conduct Rules, System Improvements

4. Integrity Pact: To ensure transparency and ethical practices, all procurements of goods, services, and works with an estimated value of Rs1 crore or more are covered under the Integrity Pact framework.

5. Quarterly Review Meetings: Regular quarterly review meetings were held to evaluate the progress of vigilance activities, address pending issues, and plan the way forward. These meetings also facilitated knowledge-sharing among vigilance officers.

6. E-Platform Initiatives: The Vigilance Department promoted the use of e-procurement platforms for tendering and encouraged the increased adoption of the GeM portal to enhance transparency and efficiency.

7. Vigilance Awareness Week: CVC has issued Circular no. 08/08/24 Dated: 01.08.2024 regarding observance of Vigilance awareness week 2024, campaign period from 16.08.2024 to 15.11.2024.

During the campaign period, Training programmes for employees and other Preventive Vigilance outreach activities were conducted like skits, slogan writing, drawing, essay writing, interactive sessions with large participation from school and college students for creating awareness about vigilance.

NMDC Steel Limited has also observed Vigilance Awareness week 2024 from 28^th October 2024 to 3^rd November 2024 with enthusiasm, supported with active participation of employees in competitions cum awareness activities focused on the theme "Culture of Integrity for Nation's Prosperity".

On the Inaugural day of Vigilance Awareness week 2024, Integrity Pledge was administered to the employees of the Company. Hyperlink for taking e-pledge was also shared to all employees using email/whatsapp platform.

Apart from the above day-wise activities, theme of vigilance awareness week was also propagated by other modes such as display of banners & posters at prominent locations and through social media. All the winners/ participants of various activities/ competitions were felicitated during the Valedictory Function held on the concluding day of Vigilance Awareness week.

14.0 DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the annual accounts on a going concern basis;

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

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2024-25.

15.0 DECLARATION ON MEETING THE CRITERIA OF INDEPENDENCE AS PER THE COMPANIES ACT, 2013 AND SEBI (LODR) REGULATIONS, 2015 AND SEPARATE MEETING OF INDEPENDENT DIRECTORS.

There were no Independent Directors on the Board of the company during the financial year ended 31.03.2025. Being a Government Company, the power of appointment of Directors on the Board vests with the controlling ministry i.e. Ministry of Steel, Govt. of India. Accordingly, no such declaration was required to be obtained.

Separate meeting of Independent Directors also could not be convened.

16.0 CHANGES IN THE BOARD OF DIRECTORS AND KMPs.

The following changes had occurred in the Board of Directors during the financial year 2024-25:-

On elevation of Shri Amitava Mukherjee, Director (Finance) as Chairman & Managing Director of the Company, he ceased to hold the charge of Chief Financial Officer (CFO) of the Company w.e.f. 06.03.2025. There were no other changes in the KMPs during the year.

17.0 DIRECTORS & KMPs REMUNERATION:

NMDC Steel Ltd., being a Government Company, the terms and conditions of appointment and remuneration of Functional Directors are determined by the Government through its administrative Ministry, Ministry of Steel. However, since the Functional Directors of NMDC Ltd. are also acting as Functional Directors of NMDC Steel Ltd. on co-terminus basis

in terms of Order received from Ministry of Steel, Government of India, therefore none of the Functional Directors draw any remuneration from the Company neither in capacity of Director or KMP. Further, Nonexecutive Part-time Official Directors also do not draw any remuneration. Further, no remuneration was paid to KMP during the financial year 2024-25.

180 NON CONSTITUTION OF STATUTORY COMMITTEES

ln terms of Section 2(45) of the Companies Act, 2013, NMDC Steel Limited is a Government Company and pursuant to the Article 73 and 74 of Articles of Association of the Company, the power of appointment of Directors on the Board of the Company vests with the Hon'ble President of India acting through Administrative Ministry i.e. Ministry of Steel, Government of India. As on 31.03.2025, there were 6 (six) Directors on the Board of the comprising of 5 (five) Functional Directors including CMD and 1 (one) Government Nominee Director. However, there were no Independent Directors on the Board of the company.

Therefore, the Company is not in a position to constitute the Audit Committee, Nomination & Remuneration Committee, Risk Management Committee, CSR Committee and Stakeholders' Relationship Committee. Accordingly, no meetings of the Board-level Committees could be held during the period under review. The same were disclosed to the Stock Exchanges while listing the shares of the company and also while seeking exemption from SEBI under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957.

The Company is in constant communication with the controlling Ministry i.e. Ministry of Steel, Govt. of India requesting them to appoint requisite number of

Independent Directors including Woman Independent Director on the Board of the Company to enable the company to fulfil the requirements of the SEBI LODR Regulations, 2015 and Companies Act, 2013.

19.0 NUMBER OF BOARD MEETINGS HELD

During the year under review, 8 (eight) meetings of the Board were held. For further details, reference may kindly be made to Corporate Governance Section of the Annual Report.

a. Statutory Auditors

On the advice of the Comptroller and Auditor General of India, New Delhi, your Company appointed the following firm of Chartered Accountants as Statutory Auditors of the Company for the year 2024-25:

M/s. Sharad & Associates

Chartered Accountants

6-3-1099/1/6, 1^st Floor, Hotel Katriya Lane,

Somajiguda,

Hyderabad, Telangana - 500082.

M/s B Mukhopadhyay & Co.

Cost Accountants

B 20, Amarabati, Sodepur Kolkata - 700 110.

M/s B R Agrawal & Associates

Company Secretaries

C/o Goyal Enterprises, Opp. Hotel Simran,

Civil Station Road, Raipur, Chhattisgarh - 492 009.

21.0 IMPLEMENTATION OF RIGHT TO INFORMATION ACT, 2005

The number of RTI queries received and disposed during the financial year 2024-25 is as under:

220 DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE - NIL

23.0 VIGIL MECHANISM

The Board of Directors have established 'Whistle Blower Policy' and 'Code of Conduct' for the Directors & employees of the Company as required under the provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The said policy has been properly communicated to all the Directors and employees of the Company through the respective departmental heads and the new employees are being informed about the Whistle Blower Policy at the time of their joining and also placed on the website of the Company.

240 DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OTHER THAN WHICH ARE REPORTABLE TO CENTRAL GOVT -

NIL

25.0 FORMAL ANNUAL EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS.

In terms of Order of Ministry of Steel, Govt. of India, the CMD, Functional Directors and Government Nominee Directors of NMDC Ltd. are the CMD, Functional Directors and Government Nominee Directors respectively, of NMDC Steel Ltd., on co-terminus basis.

Further, in terms of Notification dated 5^th June, 2015 issued by Ministry of Corporate Affairs, Govt. of India, Government Companies have been exempted from applicability of some of the provisions /sections of the Companies Act, 2013 inter alia Sub-sections (2), (3) & (4) of Section 178 regarding appointment, performance evaluation and remuneration.

260 DEVELOPMENT OF INFORMATION TECHNOLOGY

In the process of continuous improvement in the journey of digitization and innovative activities NMDC Steel Limited has made the following developments:

• Mobile dashboard application has been developed to view real time status of Blast Furnace. The Furnace status can be viewed by the Technical team for taking necessary action for improving production.

• CCTV surveillance system: The CCTV surveillance system has been installed in different parts of the Plant including the Pig Iron Loading area and Steel Loading Platform. CCTV surveillance system has also been installed at Central Plant Store to ensure safety and security of high value items stored in the plant.

• Facial Recognition system: The Facial Recognition system has been implemented for the contract labours and employees of the package contractors which enables automated recording of the attendance of contract labours.

• Separate internet leased line (other than the existing internet source) has been taken & server and required software facilities were created for hosting of new corporate website.

270 ERP IMPLEMENTATION, DIGITALIZATION AND IT INFRASTRUCTURE

In the process of digitalization, all modules of SAP, including Production planning / Sales and Distribution / Plant Maintenance / Material Management / Quality Management / SRM have successfully gone live from the very first day of operation.

Subsequently, all Production, Maintenance, Purchase, Dispatch and Accounting activities are conducted in SAP in real time for ensuring proper visibility and accountability. To enhance the efficiency and smooth operation of SAP, the NSL ERP Team is collaborating with various stakeholders to gather additional inputs for custom reports and developments.

In the process of continuous improvement in the journey of digitization and innovative activities,

NMDC Steel Limited has made functional the following developments:

• Implementation of Inbound Gate entry though ERP.

• Implementation of FLM for ease for file processing though ERP.

• Pricing for Steel with variant configurations.

Furthermore, the NSL ERP team has identified opportunities for integrating Level-II systems, implementation of Customer relationship Management, implementation of Vendor Invoice Management System, Integration of Coil Yard Management System with ERP and Integration of GeM Portal with SAP, which will facilitate the automation of business processes in real time.

Further, it is also planned to implement "Vehicle Tracking System" to track movement of commercial vehicles inside the Plant boundary.

28.0 TRANSFER OF UNPAID & UNCLAIMED DIVIDEND & SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

During the financial year, the company was not required to transfer any unpaid & unclaimed dividend & shares to the Investor Education and Protection Fund.

29.0 ANNUAL RETURN:

In accordance with the Companies Act, 2013, Annual return in the prescribed format is available at www. nmdcsteel.nmdc.co.in.

30.0 OTHER DISCLOSURES

i. The Company has a framework for identification and mitigation of risks arising from the business. The Directors and Senior management assess the various risk parameters while evaluating each proposal and take decisions while balancing the risks. The detailed risk and concerns are mentioned in the Management Discussion and Analysis Report forming

a part of this report. During the financial year, the Company has formulated the Foreign Exchange Hedging Policy to mitigate the currency risks and provide adequate hedge against forex exposures. Further, the Company is in the process of developing a risk management framework.

ii. During the year, no application was made and no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

iii. There was no requirement for getting valuation done and therefore, reporting for the same is not applicable.

31.0 DISCLOSURE ON SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

32.0 ANNUAL EVALUATION OF THE BOARD PERFORMANCE

NMDC Steel Ltd., being a Government Company, the terms and conditions of appointment and remuneration of Functional Directors are determined by the Government of India through its Administrative Ministry, Ministry of Steel.

In terms of notification dated 5^th June, 2015 and 13^th June, 2017 issued by Ministry of Corporate Affairs, Govt. of India, Government Companies have been exempted from applicability of some of the provisions / sections of the Companies Act, 2013 inter alia Sub-sections (2),(3) & (4) of Section 178 regarding appointment, performance evaluation and remuneration.

33.0 INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal & financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operations were observed.

34.0 MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a separate management discussion and analysis report which forms an integral part of this Report is given as Annexure-l.

35.0 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO UNDER COMPANIES (ACCOUNTS) RULES, 2014 - Annexure-II

36.0 CORPORATE GOVERNANCE REPORT

Pursuant to provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a separate section on corporate governance practices followed by the Company is enclosed at Annexure-III.

Certificate of non disqualification of Directors from Practicing Company Secretary and certificate from CEO under Regulation 17 of SEBI (LODR) Regulations,

2015 are forming an integral part of this Report as Annexure-III(A) and III(B) respectively. Further, the certificate from Practicing Company Secretary confirming compliance of conditions of Corporate Governance is enclosed at Annexure-III(C).

370 BUSINESS REPONSIBILITY AND SUSTAINABILITY REPORT

The 'Business Responsibility and Sustainability Report' (BRSR) of your Company for the year 202425 forms part of this Annual Report as required under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given as Annexure-IV. Your Company strongly believes that sustainable and inclusive growth is possible by using the levers of environmental and social responsibility while setting targets and improving economic performance to ensure business continuity and rapid growth.

380 CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to provisions of section 135(1) of the Companies Act, 2013 every Company having net worth of Rs500 crore or more, or turnover of Rs1,000 crore or more, or net profit of Rs5 crore or more in the immediately preceding financial year are required to constitute CSR Committee comprising of at least one Independent Director. However, in the absence of Independent Directors on the Board, the said Committee could not be constituted.

Further, the Company was not required to spend any amount on Corporate Social Responsibility (CSR) initiatives, since the Company incurred a loss during the financial year 2024-25.

(a) STATUTORY AUDITORS' REPORT

The Auditors' Report on Financial Statements for the financial year 2024-25 is unmodified and does not contain any qualification, reservation or adverse remark.

(b) COMMENTS OF C&AG ON FINANCIAL STATEMENTS

Comptroller & Auditor General of India (C&AG) vide letter dated 30.07.2025 have given Nil comments on the financial statements of the Company for the financial year ended 31.03.2025 under Section 143(6)(b) of the Companies Act, 2013.

(c) SECRETARIAL AUDIT REPORT

The Secretarial Audit for the financial year 2024-25 has been conducted by M/s B R Agrawal & Associates, Company Secretaries. A copy of their Report dated 19^th June 2025 is at Annexure - V and the Management's reply to the observations of the Secretarial Auditors are as follows:

/ ASSOCIATE COMPANIES / JOINT VENTURES (FORM AOC-1):

The Company does not have any subsidiary, joint venture or associate company, so statement containing salient features of financial statements of performance of Subsidiaries / Associate Companies / Joint Ventures (Form AoC-1), is not applicable to the Company.

42.0 ACKNOWLEDGEMENT:

Your Directors acknowledge the support, cooperation and guidance received from the Ministry of Steel, Ministry of Environment, Forest and Climate Change and other Departments of Government of India and the State Government of Chhattisgarh for their support and cooperation. The Board also acknowledges the assistance, support and valuable guidance given to the Company by NMDC Limited and its Management.

Your Directors would also like to place on record sincere gratitude towards the shareholders, Bankers/ Lenders, Investors, Vendors, Auditors, Consultants, State and Central Government authorities and other stakeholders of the Company. The Board also whole-heartedly acknowledges and appreciates the dedicated efforts and commitment of all employees of the Company.