Steelman Telecom Ltd

To The Members,

Your directors are pleased to present the 22^nd Directors' Report on the business and operations of Steelman Telecom Limited (formerly Steelman Telecom Private Limited) (‘the Company') together with the Audited Financial Statements for the Financial Year ended March 31, 2025.

1. FINANCIAL RESULTS

The Company's Financial Performance (Standalone and Consolidated) for the year ended March 31, 2025, is summarised below:

(Rs. in Lakhs)

2. FINANCIAL PERFORMANCE

Your Company is primarily engaged in Telecommunication Business and providing highly skilled services to the telecom operators and OEMs. Apart from the services provided in the telecom sectors your company has a significant footprint in the Engineering, Procurement, and Construction (EPC) industry, providing services in Civil contracting, Electrical contracting, Mechanical contracting

During the Financial Year 2024 25, the Company recorded a Gross Revenue of Rs.17,535.96 lakhs, as compared to Rs.18,939.33 lakhs in the previous year, reflecting a 7.41% decrease in revenue. Despite the decline in revenue, Profit After Tax (PAT) improved, registering a 10.00% increase of Rs.805.75 lakhs, as compared to Rs.732.49 lakhs in the previous Financial Year. Correspondingly, Earnings Per Share (EPS) for the year stood at Rs.8.33, up from Rs.7.57 in the previous year. During the Financial Year 2024 2025, the Company reported a consolidated loss of Rs.886.58 lakhs, reflecting a decrease of Rs.317.65 lakhs as compared to the consolidated loss of Rs.1,204.23 lakhs reported in the previous Financial Year 2023 2024. This reduction is primarily attributed to the performance of the subsidiary companies, since a significant portion of the loss of Rs.1,667.64 lakhs has been incurred by the domestic subsidiary, M/s EC Wheels India Pvt Ltd, and a loss of Rs.24.69 lakhs (1 INR = 0.654 ETB) has been incurred by the foreign subsidiary M/S Steelman Installation Services PLC (incorporated in Ethiopia, Africa) during the Financial Year 2024-2025.

Accordingly consolidated Loss Per Share for the year stood at Rs. 1.47 as against the Earning Per Share of Rs. 3.29 over previous Year. Your Board is of the opinion that the overall situation would improve with the higher revenue and profit generation by the subsidiaries in the next year.

3. STATE OF THE COMPANY'S AFFAIRS

Your Company having presence PAN India, headquartered in Kolkata having branch offices at Bhubaneshwar, Gurgaon, Punjab, Uttar Pradesh and Bihar. Your Company has Project Sites in Telecom Circles across India. Your Company provide services for Network Survey and Planning, Installation and Commissioning, Network Testing and Optimization, Network Solutions and Managed Services for network maintenance. Strong technical background enables your Company to effectively carry out end-to-end services thereby covering the entire network & technology service solutions. Understanding of critical aspects of a technology and utilizing the same to improve coverage, capacity and quality of today's networks leads to network quality improvement; thereby enhancing every subscriber's experience. Technically skilled field workforce ensures effective planning and execution of the projects. Understanding of new technologies and proven track record of good quality services is complimented with efficient internal processes. Over the years your Company have been successfully implementing various projects and have been recognized by its clients for quality and timely execution of the projects undertaken. This expertise and capability have helped the company to achieve continuous growth and success.

4. BUSINESS EXPANSION

Your Company has strategically expanded its scope of operations beyond the telecom sector. In line with our vision to diversify and explore new growth avenues, the company now engaged in Engineering, Procurement, and Construction (EPC) business. This expansion includes the undertaking of contracts and turnkey projects across various industries and sectors, both within India and internationally. Our aim is to leverage our technical expertise and operational excellence to deliver end-to-end EPC solutions for a broad range of clients. This strategic move aligns with our long-term vision to become a diversified, multi-sector company with a strong presence in high-value infrastructure and industrial projects.

5. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR:

CHANGE IN REGISTERED OFFICE

During the reporting period, the company has successfully completed a change in its registered office address. The new registered office is located at MANI CASADONA, FLAT NO 15E1, FLOOR NO-15, PLOT NO-IIF/04, STREET NO-372, ACTION AREA-IIF, NEW TOWN, KOLKATA-700156, effective from 27^th day of September 2024. This change was made to better accommodate the growing operational needs and to enhance business efficiency. Your Company has complied with all necessary legal and regulatory requirements, including the filing of the appropriate forms with the Registrar of Companies, to ensure a smooth transition. The updated address is now the official location for all correspondence, legal notices, and other communications related to the company. This relocation marks an important step in the company's growth strategy and reflects its ongoing commitment to improving operational capacity.

6. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The main object of the Company is to carry on, installing, repairing, training, servicing, maintenance of all types, varieties and kinds of telecommunication instruments, optical fibre instruments, telephone internments, telecom network instruments including wires, telephonic communication infrastructure including towers for wire and wireless communication and cable network, deep sea cables, accessories, component thereof for telecommunications, signalling and control equipment's used in roads, railways, ships, aircrafts, ports, airports, railways, network of telecommunication utility providers, instruments, testing equipment's, accessories for repair, maintenance, calibration and standardisation of all above items and all other equipment's being used in telecommunication industry presently and to be develop in future. Your company also involved in a wide range of EPC projects relating to Infrastructure, infrastructure projects, Industrial construction, Building construction etc. The operations of the Company during the Financial Year were satisfactory. The detailed operation is discussed in the Management Discussion Report for the Financial Year under review.

7. SHARE CAPITAL OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31.03.2025:

The Company's Equity Share Capital position as on March 31,2025 is as follows: -

A. AUTHORISED CAPITAL

The Authorised Equity Share Capital of the Company as on March 31, 2025, was Rs.110,000,000/- consisting of 1,10,00,000 Equity shares of Rs. 10/- each during the Financial Year under review.

Changes in Authorised Share Capital during the year under review:

There was no change in Authorised Share Capital during the Financial Year 2024-2025.

B. PAID -UP CAPITAL

The Paid-up Share Capital of the Company as on March 31, 2025, was Rs. 9,67,62,000/- consisting of 96,76,200 Equity Shares of Rs. 10/- each during the Financial Year under review.

i) Changes in Paid-up Share Capital during the year under review:

There was no change in Share Capital during the Financial Year 2024-2025 under review.

a) Convertible Warrant: During the Financial Year 2024-2025, your Company did not allot any convertible warrants. However, the previously allotted 10,00,000 Fully Convertible Warrants remain outstanding and are eligible for conversion on or before July 24, 2025."

b) Conversion of loan into equity Your Company has not made conversion of loan into equity during the year under review. c) Issue of Bonus Shares The Company has not issued any Bonus Shares during the year under review.

d) Initial Public Offer During the Financial Year under review Company does not entered into further public officer of Equity Shares.

e) Employees Stock Option - The Company has not provided any Stock Option Scheme to the employees during the year under review.

f) Buy Back of Securities - The Company has not bought back any of its securities during the year under review.

g) Sweat Equity - The Company has not issued any Sweat Equity Shares during the year under review.

8. DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT

There are no such shares in suspense account.

9. DIVIDEND:

To meet the working capital requirements for ongoing and future projects, your Company do not declare any Dividend for the Financial Year ended 31^st March 2025.

10.TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

11. TRANSFER TO RESERVE

During the Financial year under review no amount was transferred to general Reserves.

12.CHANGE IN NATURE OF BUSINESS, IF ANY

There was no change in the nature of the Business of the Company during the FY 2024-2025.

13. INSURANCE

The Company's properties including its Building, Plant & Machinery, Stocks and others continue to be adequately insured against fire, flood, earthquake, explosive and other such risks, as considered to be prudent and necessary.

14.EXTRACT OF ANNUAL RETURN

In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013, Annual Return as on 31^st March, 2025 in form MGT-7 will also be posted on the Company's website www.steelmantelecom.com after the same is filed with the Ministry of Corporate Affairs. By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Board's report.

15.DECLARATION OF INDEPENDENT DIRECTORS

The declarations required under Section 149(7) of the Companies Act, 2013 from the Independent Directors of the Company confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013, have been duly received by the Company along with a declaration of compliance of sub-rule (1) and sub-rule (2) of Rule 6 of Companies (Appointment of Directors) Rules 2014. The independent directors have also complied with the Code for Independent Directors prescribed in Schedule IV to the Act and Code of Conduct for Directors and senior management personnel. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company.

16. CERTIFICATE ON NON-DISQUALIFICATION OF DIRECTORS

Your Company is required to take a certificate from a Company Secretary in practice that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority as per item 10 (i) of Part C of Schedule V of the Securities Exchange Board of India. The certificate on non-disqualification of directors (Pursuant to Regulation 34(3) and schedule V para-C clause 10(i) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 received from Mr. Saurabh Basu (CP No: 14347, Meb No: 18686) forming the part of the Annual Report as Annexure-A.

17. RECONCILIATION OF SHARE CAPITAL AUDIT

In keeping with the requirement of the SEBI, Mr. Saurabh Basu (C.P. No. 14347, M. No.: 18686) Practicing Company Secretary, proprietor of M/S S. BASU & ASSOCIATES, Practicing Company Secretary Firm, carry out a Secretarial Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The audit confirms that the total issued / paid up capital is in dematerialized form and the total number of dematerialized shares held with NSDL and CDSL.

18.SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), your Board at its meeting held on 30.05.2024 reappointed M/s S Basu & Associates, (FRN: S2017WB456500), Practicing Company Secretaries firm, Kolkata as the Secretarial Auditors of your Company, to conduct the Secretarial Audit for the Financial Year 2024-2025 and to submit Secretarial Audit Report thereon. The Secretarial Audit Report as received from M/s S Basu & Associates in the prescribed Form No. MR - 3 is annexed to this Report and marked as Annexure - B and does not contain any qualification, reservation, adverse remark or disclaimer.

19. SUBSIDIARY / JOINT VENTURES / ASSOCIATES

During the Financial Year under review, your Company operates independently, and does not have any Holding Company, Associate Company or Joint Venture Company and does not cease to be a subsidiary, joint venture or associate of any other Company. However, your Company has two subsidiaries namely M/S EC Wheels India Private Limited which is not material and unlisted, pursuant to SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 incorporated as on date 26.02.2022 and a foreign subsidiary Company named M/S STEELMAN INSTALLATION SERVICES PLC incorporated as on date 23.02.2023, in Ethiopia (Africa).

Your Company hold 50.66% Shares in EC wheels India Pvt Ltd and 99% in STEELMAN INSTALLATION SERVICES PLC as on 31^st March 2025. The details of Subsidiary Companies business activities are provided in the Management Discussion Report forming part of the Annual Report of the Company. The Company has formulated a policy for determining ‘material' subsidiaries pursuant to the provisions of the Listing Regulations as amended from time to time. The Policy is displayed on the website of the Company. chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/https://steelmantelecom.com/pdf/Policy%20for%20 Determining%20Material%20Subsidiaries.pdf The statement containing the salient feature of the subsidiary companies in Form AOC-1 is furnished as Annexure C.

20. PARTICULARS OF EMPLOYEES AND REMUNERATION

Details of top 10 employees and information required under the provisions of Sec.197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 ,as amended , which form part of the Directors' Report , is given as Annexure- D , and will be made available to any shareholders on request as per provision of section 136(1) of the said Act. The Managing Director or Whole Time Director as per the terms of his /their appointment, does not draw any commission or remuneration from subsidiary Company(ies). Hence, no disclosure(s) as required u/s 197(14) of the Act has been made.

The remuneration paid to the Directors, Managing Directors, Whole time Directors and Managers during the Financial Year under review is within the limit as prescribed under Sec 197(1) of the Companies Act,2013. The remuneration paid to the Directors, Key Managerial Personnel and senior management is as per the Remuneration Policy of the Company which is available on the Company's website www.steelmantelecom.com.

21. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES

Details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statement as attached with this Annual Report.

22.DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

23.COMPOSITION OF BOARD OF DIRECTORS AS ON DATE 31^st MARCH 2025

Following are the Directors of the Company as on 31^st March,2025:

A. Changes in Board of Directors during the Financial Year 2024-2025.

i) There was no change in the Directors of the Company during the Financial Year 2024-2025. ii) Director Retire by Rotation- In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Girish Bindal, Executive Director (DIN: 00484979) of the Company is liable to retire by rotation and being eligible to offers himself for reappointment. iii) The disclosures required regarding appointment / re-appointment Mr. Girish Bindal pursuant to Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meeting issued by The Institute of Company Secretaries of India are given in the Notice of AGM, forming part of the Annual Report.

24. DETAILS OF KMP's ON DATE 31^st MARCH 2025

Following are the Details of KMP of the Company as on 31^st March,2025:

A. Changes in Key Managerial Personnel during the Financial Year 2024-2025.

There was no change in Key the Managerial Personnel in the Company during the Financial Year under review.

25.BOARD'S EVALUATION OF THE PERFORMANCE

In compliance with the requirements of Section 178 of the Act, the Listing Regulations and the Guidance Note on Board Evaluation issued by SEBI in January 2017, a Performance Evaluation was carried out internally for the Board, Committees of the Board, Individual Directors including the Chairman of the Board for the Financial Year ended March 31, 2025. After completion of internal evaluation process, the Board at its meeting held on 30^th May,2025 also reviewed the evaluation and confirmed that during the year under review the Company has complied with all the criteria of evaluation as envisaged in the SEBI Circular on Guidance Note on Board Evaluation such as preparation, participation, conduct and effectiveness and expressed its satisfaction with evaluation process and results thereof.

26.NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the Financial Year 2024-2025, 6(Six) meetings of Board of Directors were held on 16^th May 2024, 30^th May 2024, 10^th July 2024, 27^th September 2024, 14^th November 2024 and 03^rd February 2025.

The Attendance of Directors at the Board Meetings is as follows:

27. COMMITTEES OF BOARD:

To comply with the provisions of section 177 and 178 of the Companies Act, 2013(“the Act') and Rule 6 of the Companies (Meeting of board and its powers) Rules, 2014 the following Committees have been constituted by the Board of Director of the Company.

I) Audit Committee

II) Nomination & Remuneration Committee

III) Stakeholders Relationship Committee

IV) CSR Committee

I) AUDIT COMMITTEE:

The Board had, at its meeting held on Monday,18^th July,2022, constituted the Audit Committee in compliance with the requirement under Section 177 of the Companies Act, 2013, read with rules made thereunder and Regulation 18 of the Listing Regulations. The present terms of reference of the Audit Committee includes the powers as laid out in Regulation 18(2)(c) and role as stipulated in Regulation 18(3)(A) of the Listing Regulations. The role, powers and terms of reference of this Committee also covers the areas as contemplated under Section 177 of the Companies Act, 2013 and the Committee also complies with the relevant provisions of the Companies Act, 2013.

A) Terms of reference:

The Scope and functions of the Audit Committee are in accordance with Section 177 of the Companies Act 2013 and Regulations 18 (3) of SEBI Listing Regulation and its terms of reference include the following:” Overseeing the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; Recommending to the Board the appointment, re-appointment and replacement, remuneration and terms of appointment of statutory auditor of the Company; Reviewing and monitoring the statutory auditor's independence and performance, and effectiveness of audit process. Approving payments to statutory auditors for any other services rendered by the statutory auditors of the Company. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the Board for approval, with particular reference to:

(a) Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-Section 3 of Section 134 of the Companies Act, 2013, as amended;

(b) Changes, if any, in accounting policies and practices and reasons for the same; (c) Major accounting entries involving estimates based on the exercise of judgment by the management; (d) Significant adjustments made in the financial statements arising out of audit findings;

(e) Compliance with SEBI Listing Regulations and other legal requirements relating to financial statements;

(f) Disclosure of any related party transactions; and (g) Qualifications / modified opinion(s) in the draft audit report.

Reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the board for approval; Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter; Approval or any subsequent modification of transactions of our Company with related parties and omnibus approval for related party transactions proposed to be entered into by our Company subject to such conditions as may be prescribed; Formulating a policy on related party transactions, which shall include materiality of related party transactions; Scrutinizing of inter-corporate loans and investments; Valuing of undertakings or assets of the Company, wherever it is necessary; Evaluating of internal financial controls and risk management systems; Establishing a vigil mechanism for directors and employees to report their genuine concerns or grievances; Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; Discussing with internal auditors of any significant findings and follow up there on; Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board; Discussing with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; Reviewing the functioning of the whistle blower mechanism; Approving the appointment of the Chief Financial Officer (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate; and Carrying out any other function as is mentioned in the terms of reference of the Audit Committee and any other terms of reference as may be decided by the Board and/ or specified/ provided under the Companies Act, 2013 or SEBI Listing Regulations or by any other regulatory authority.”

Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

B) Composition of Audit Committee during the Financial Year under review:

C) Changes in the composition of Audit Committee during the Financial Year 2024-2025.

There was no change in the composition of the Audit Committee in the Company during the Financial Year under review.

D) Meetings of the Audit Committee during the Financial Year under review:

During the Financial Year 2024-2025 the Audit Committee held 5 (Five) meetings on 16th May 2024, 30th May 2024, 27th September 2024, 14th November 2024 and 13th March, 2025.

Chairman of the Committee was present at the last Annual General meeting of the Company held on 20.08.2024.

II) NOMINATION AND REMUNERATION COMMITTEE

Your Company has constituted a Nomination and Remuneration Committee in accordance Section 178 of Companies Act, 2013. The constitution of the Nomination and Remuneration Committee was approved by a Meeting of the Board of Directors held on July 18, 2022, in terms of requirement under the provisions of Section 178 the Companies Act, 2013, read with rules made thereunder and in conformity with Regulation 19 of the Listing Regulations.

A) Terms of reference:

The Scope and functions of the Nomination and Remuneration Committee is in accordance with Section 178 of the Companies Act 2013 and Regulations 19 (4) of SEBI Listing Regulation and its terms of reference include the following:

Formulating the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees; Formulating of criteria for evaluation of performance of independent Directors and the Board; Devising a policy on Board diversity; Identifying persons who are qualified to become directors of our Company and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal. Our Company shall disclose the remuneration policy and the evaluation criteria in its Annual Report of our Company; Determining whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors; Analyzing, monitoring and reviewing various human resource and compensation matters; Determining our Company's policy on specific remuneration packages for executive directors including pension rights and any compensation payment, and determining remuneration packages of such directors; Determining compensation levels payable to the that there is no violation, by and employee id any applicable laws in India or Overseas, including: (a) the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; and, (b) the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to the Securities Market) Regulations, 2003, by the trust, our Company and its employees, as applicable.” Performing such other activities as may be delegated by the Board of Directors and/or specified/ provided under the Companies Act, 2013 or SEBI Listing Regulations or by any other regulatory authority.

The policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters is available on the company's website.

B) Composition of NRC Committee during the Financial Year under review:

C) Changes in the composition of NRC Committee during the Financial Year 2024-2025.

There was no change in the composition of the NRC Committee in the Company during the Financial Year under review.

D) Meetings of NRC Committee during the Financial Year under review:

During the Financial Year 2024-2025 the NRC Committee held 1 (One) meeting on 16^th May 2024.

Chairman of the Committee was present at the last Annual General meeting of the Company held on 20.08.2024.

III) STAKEHOLDERS RELATIONSHIP COMMITTEE

Your Company has constituted a shareholder / investors grievance committee “Stakeholders' Relationship Committee” to redress complaints of the shareholders. The Stakeholders' Relationship Committee was constituted vide resolution passed at the meeting of the Board of Directors held on July 18, 2022.

A) Terms of reference:

The Scope and functions of the Stakeholders Relationship Committee is in accordance with Section 178 of the Companies Act 2013 and Regulations 20 (4) of SEBI Listing Regulation and its terms of reference include the following: The Committee shall consider and resolve grievances of security holders, including but not limited to: Efficient transfer of shares including review of cases for refusal of transfer / transmission of shares and debentures;

Redressing of shareholders and investor complaints such as non-receipt of declared dividend, annual report, transfer of Equity Shares and issue of duplicate / split / consolidated share certificates;

Monitoring transfers, transmissions, dematerialization, re-materialization, splitting and consolidation of Equity Shares and other securities issued by our Company, including review of cases for refusal of transfer / transmission of shares and debentures;

Allotment and listing of shares in future;

Reference to statutory and regulatory authorities regarding investor grievances;

Review of measures taken for effective exercise of voting rights by shareholders

Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent.

Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company

Ensure proper and timely attendance and redressal of investor queries and grievances; and

To do all such acts, things or deeds as may be necessary or incidental to the exercise of the above powers.

B) Composition of the Stakeholders Relationship Committee during the Financial Year under review:

C) Changes in the composition of Stakeholders Relationship Committee during the Financial Year 2024-2025.

There is no change in the composition of the Stakeholders Relationship Committee in the Company during the Financial Year under review.

D) Meetings of Stakeholders Relationship Committee during the Financial Year under review:

During the Financial Year 2024-2025 the SRC Committee held 1 (One) meeting on 16^th May 2024.

Chairman of the Committee was present at the last Annual General meeting of the Company held on 20.08.2024.

IV) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Your Company has constituted a CSR committee “Corporate Social Responsibility Committee” upon applicability of the provision of Section 135 of the Companies Act, 2013 and Rule 5 of the Companies (Corporate Social Responsibility) Rules, 2014, from the Financial Year 2023-2024.The CSR committee was constituted vide resolution passed at the meeting of the Board of Directors held on 30^th day of August 2023. Your Company has formulated a CSR Policy which aims to ensure that your Company continues to operate its business in an economically, socially and environmentally sustainable manner.

Further, the policy also lays down the role of the CSR Committee, responsibilities of the Board, CSR Programmes/Projects, Implementation process, criteria for identifying executing partners, monitoring and evaluation mechanisms, etc., The complete policy document can be accessed on the website of the Company at extension://efaidnbmnnnibpcajpcglclefindmkaj/https://www.steelmantelecom.com/pdf/CSR%20 policy.pdf

A. Guiding principles for conducting CSR activities.

Guiding principles of Selection process: a. Proposals to select under different heads of activities shall be in accordance with Schedule VII of the Companies Act 2013 and amendments to it from time to time, and to ensure that it fulfils the eligible criteria defined in the company's CSR Policy. b. Visit by CSR department's Officials at the site, preparation of report and its submission to the CSR Committee with all related documents for approval. c. The activities which benefit the underprivileged and the downtrodden will be given preference. d. The activities identified by the Company are to be carried out by entities with a proven track record, to be eligible for funding by the Company. e. Generally, a CSR activity which is proposed to be completed during a financial year shall be preferred. However, if an “ongoing project" is selected, funding shall be done in each year during the duration of the project out of the funds earmarked for each Financial Year. f. “Ongoing Project" means a multi-year project undertaken by the company in fulfilment of its CSR obligation having timelines not exceeding three years excluding the financial year in which it was commenced. However, they may include projects that were initially not approved as a multi-year project but whose duration has been extended beyond one year by the Board, based on reasonable justification. g. Select projects which are monitorable with the fund disbursed and activities performed in accordance with predetermined milestones. h. Maximum priority shall be given to projects where benefits to participants are clear and measurable.

B. Guiding Principles of Implementation and Monitoring process

a. CSR projects/proposals as approved by the Board shall be carried out either directly by the Company or through entities who are registered with the Registrar of Companies and have been allotted a Unique Registration Number permitting them to carry out CSR activities, in conformity with the prescribed Rules.

b. Every CSR project shall have a time frame and periodic milestones shall be finalized before selection. c. All connected and related formalities shall be followed as per relevant Rules and the Act in processing and implementing CSR project. d. Monitoring of CSR activities shall include visit and inspection by officials of Company's CSR team, periodic reports on progress on implementation of a project, etc. However, the methodology of monitoring shall be determined by the CSR Committee on the recommendation of Company's CSR team, depending upon the nature of the CSR activity and the manner and scope of implementation. e. Funds allocated for the CSR project shall be disbursed depending on the nature of the project. Where the amount to be allocated is in tranches, such disbursement shalt be made on the basis of the schedule, progress of the project and utilization of the amount already disbursed. For this purpose, the CSR team shall carry out inspection and shall prepare and submit monitoring report for approval and release of subsequent payment.

f. Wherever any CSR activity is implemented through an approved Agency, besides inspection by CSR team on the progress made, suitable certificates from such agency shalt be obtained on utilization of the funds provided by the Company and reports on the progress/status of implementation and/or completion of the project, as the case may be,be obtained.

g. Status Report on the progress of CSR project undertaken shalt be reported to CSR Committee by the CSR team at every meeting of the CSR Committee.

h. As and when considered appropriate, services/ assistance of Group/ Associate Companies located near the project site for CSR related activities may be availed of. In such cases, the CSR team shall also ensure that it receives a report on the progress of implementation of each of the project and actual use of funds periodically for release of payment, if any. i. In case of an ongoing project, the Board shall monitor the implementation of the project with reference to the approved timelines and year-wise allocation and shaft be entitled to make modifications, if any, for smooth implementation of the project within the overall permissible time period.

C. Composition of the Corporate Social Responsibility Committee during the Financial Year under review:

D. Meetings of Corporate Social Responsibility Committee during the Financial Year under review:

During the Financial Year 2024-2025 the CSR Committee held 2 (Two) meetings on 20^th January 2025 and 26^th March 2025.

28.CONFIRMATION BY THE BOARD OF DIRECTORS REGARDING ACCEPTANCE OF RECOMMENDATION OF ALL COMMITTEES:

In terms of the amendments made to the Listing Regulations, the Board of Directors confirm that during the year, it has accepted all recommendations received from all its committees.

29. MEETING OF INDEPENDENT DIRECTORS

In terms of requirement of Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on Wednesday, 5^th March,2025 to review the performance of Non- Independent Directors (including the Chairman) and the entire Board. The Independent Directors also reviewed the quality, content and timelines of the flow of information between the Management, Board and its Committees considered necessary for effective and reasonable performance while discharging their duties.

30. DETAILS OF FAMILIARIZATION PROGRAMMED IMPARTED TO INDEPENDENT DIRECTORS FOR THE FINANCIAL YEAR 2024-2025.

On appointment, the concerned Directors was issued a Letter of appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each appointed Independent Directors was taken through an induction and familiarization program including the presentation and interactive session with the Committee Members and other Functional Heads on the Company's finance and other important aspects. The details of familiarization program conducted during the Financial Year 2024-2025 for Independent Directors are available on the official website of the Company at the link provided; https://steelmantelecom.com/regulation25.php

31.ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER MECHANISM

Your Company has in place a Whistle Blower Policy, as a part of Vigil Mechanism to provide appropriate avenues to the Directors, employees and other Stakeholders of the Company to bring to the attention of the Management any issue which is perceived to be in violation of or in conflict with the Code of conduct, values, principles and beliefs of the Company. The established Vigil Mechanism helps to report concerns about any unethical conduct, financial malpractices or any unhealthy practice prevalent in the Company. The said Vigil Mechanism provides for adequate safeguards against victimization of persons who use such mechanism and also provides for direct excess to the Chairman of the Audit Committee. The details of this Policy are also available on the Company's website; https://www.steelmantelecom.com/code-policy.php

32.REMUNERATION POLICY

The Board has, on recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of Directors and other matters as per section 178 and Clause 49(IV)(B) of Listing Agreement. The Policy is available on the website of the Company viz. http://www.steelmantelecom.com./code-policy.php

33.THE DISCLOSURES OF THE COMPLIANCE WITH CORPORATE GOVERNANCE REQUIREMENTS SPECIFIED IN REGULATION 17 TO 27 AND CLAUSES (B) TO (I) OF SUB-REGULATION (2) OF REGULATION 46 SHALL BE MADE IN THE SECTION ON CORPORATE GOVERNANCE OF THE ANNUAL REPORT.

As per the provisions of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, (LODR Regulations) the regulations 17-27 of the LODR Regulations pertaining to requirements of Corporate Governance provisions shall not apply in respect of the following class of Companies: a) Listed entity having paid up equity share capital not exceeding 10 Crore and Net Worth not exceeding 25 Crore, as on the last day of the previous Financial Year; b) Listed entity which has listed its specified securities on the SME Exchange. Since, our Company falls within the ambit of aforesaid exemption (b); hence compliance with the provision of Corporate Governance shall not apply to the Company and it does not form part of the Annual Report for the Financial Year 2024-2025. The disclosures regarding the above are filed with the BSE on quarterly basis and are also available in our website http://www.steelmantelecom.com/corporate-governance.php

34. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS:

As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111‘ (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations,2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017.

As your Company is listed on SME Platform of BSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with period on or after 1^st April, 2017.

35. CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER CERTIFICATION

The Managing Director (MD) and Chief Financial Officer (CFO) have issued necessary certificate pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 certifying that the Financial Statements do not contain any materially untrue statement and these statements represent a true and fair view of the Company's affairs. The said certificate is annexed and forms part of the Annual Report.

36.PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All Related Party Transactions that were entered into during the Financial Year were on an arm's length basis, in the ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013. All the details regarding related parties are disclosed in the Financial Statement. During the Financial Year under review your Company has entered into related party transactions and the details as per provisions of section 134(3) (h) of the Companies Act, 2013 read with provisions of rule 8 of the Companies (Accounts) Rules, 2014, are disclosed in Form No.AOC-2 as an Annexure-E. However, the details of the transactions with Related Party are provided in the Company's financial statements in accordance with the Accounting Standards. All the Related Party Transactions entered during the Financial Year under review were presented before the Audit Committee and the omnibus approval were taken for the transactions repetitive in nature.

37.MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINA NCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There was no material changes and commitment in the financial position of the Company occurred between the ends of the financial year to which these financial statements relate and the date of report.

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

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as follows: (A) CONSERVATION OF ENERGY: (i) Steps taken or impact on conservation of energy: Nil (ii) The steps taken by the company for utilization of alternate sources of energy: Nil (iii) The Capital Investment on energy conservation equipment: Nil

(B) TECHNOLOGY ABSORPTION:

(i) The efforts made towards technology absorption: Nil

(ii) :The benefits derived like product improvement, cost reduction, product development or import substitution: Nil (iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): NOT APPLICABLE (iv) The expenditure incurred on Research and Development: Nil (C) FOREIGN EXCHANGE EARNING & OUTGO Foreign Exchange Earning: NIL

Foreign Exchange Outgo: NIL

39. RISK MANAGEMENT

Risk Management is the systematic process of understanding, measuring, controlling and communicating organization's risk exposures while achieving its objectives. Risk Management is an important business aspect in the current economic environment and its objective is to identify, monitor and take mitigation measures on a timely basis in respect of the events that may pose risks for the business. The Company's risk-management strategy is to identify, assess and mitigate any significant risks. The company has established processes and guidelines, along with a strong overview and monitoring framework at the Board and Senior Management levels. The Board of Directors regularly review risks and threats and takes suitable steps to safeguard its interest and that there is no element of risk identified that may threaten the existence of the Company. The focus shifts from one area to another area depending upon the prevailing situation. A detailed report on significant risks and mitigation is forming part of Management's Discussion and Analysis.

40.HUMAN RESOURCES:

Your company believe that the employees are key contributors to the success of the business. Your company Focus on attracting and retaining the best possible talent. This attribute helps employees garner a sense of brotherhood with the management which ultimately produces exemplary results for the entire organization. Company's manpower is a prudent mix of the experienced and youth which gives the dual advantage of stability and growth. Entire work processes and skilled, semi-skilled and unskilled resources together with management team have enabled to implement your company's growth plans. Your Company believes that the human resources are a very important part of its strengths and hence ensures that all facilities like EPFO, ESIC, Leave, Entitlement and other facilities, uniforms, safety equipment is provided to all staff as applicable. Housing facility is available for outstation employees.

41.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year under review, there were no significant material orders passed by the Regulators / Courts and no litigation was outstanding as on March 31, 2025, which would impact the going concern status and future operations of your Company. The details of litigation on tax matters are disclosed in the Auditors' Report and Financial Statements which form part of this Annual Report.

42. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company's zeal to undertake CSR activities in line with the well-laid out CSR policy and requirements of the Companies Act, 2013, The Board of Directors of your company have approved CSR initiatives to the value of Rs. 15,40,000/- (Rupees Fifteen Lakhs Forty Thousand Only) as per the CSR provision created by the Company in the Balance Sheet during the Financial Year 2023-2024, which is Rs. 1,16,095/- higher than the CSR Obligation of Rs. 14,23,905/- (Fourteen Lakhs Twenty-Three Thousand Nine Hundred Five Only). The entire amount of Rs. 15,40,000/- was disbursed and duly utilized for eligible CSR activities under Rule 4(4) of the Companies (CSR Policy) Rules, 2014, through a government-authorised implementing agency ANGEL CHARITABLE TRUST. As per the provisions of the Companies (CSR Policy) Rules, the excess CSR expenditure incurred by the Company may be set off against the CSR obligation in the succeeding financial years, as permitted under the law. The Annual Report on CSR activities, containing details of CSR committee, CSR expenditure, details of excess amount spent etc; is appended as Annexure-F to this Report.

43. ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEM OVER FINANCIAL REPORTING

The Company has, in all material respects, an adequate Internal Financial Controls System over Financial Reporting and such Internal Financial Controls over Financial Reporting were operating effectively as at 31^st March, 2025, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants Of India.

44. POLICIES

The Company seeks to promote the highest levels of ethical standards in the normal business transactions guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates formulation of certain policies for listed companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and as amended from time to time. The policies are available on the website of the Company at http://www.steelmantelecom.com/code-policy.php

45. PRESERVATION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Directors and the designated employees have confirmed compliances with the Code.

46.COMPANY'S WEBSITE

The website of your Company www.steelmantelecom.com, has been designed to present the Company's businesses up-front on the home page. The site carries a comprehensive database of information including the Financial Results of your Company, Shareholding pattern, Director's and Corporate Profile, Corporate Policies and business activities of your Company. All the mandatory information and disclosures are as per the requirements of the Companies Act, 2013 and Companies Rules 2014.Company has complied with Clauses(b) to (i) of Regulation 46 (2) relating to dissemination of information on the website of the Company.

47. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report under review, as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is forming part of the Directors' Report.

48.DIRECTOR'S RESPONSIBILITY STATEMENT:

As required under clause (c) of sub-section (3) of section 134 of the Act, directors, to the best of their knowledge and belief, state that: a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) The directors had prepared the annual accounts on a going concern basis; and e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

49.STATUTORY AUDITORS

In terms of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/S JAY GUPTA & ASSOCIATES,CHARTERED ACCOUNTANTS(formerly known as Gupta Agarwal and Associates), Kolkata (ICAI Firm Registration Number -329001E ) was appointed as the Auditors of your Company for the term of five(5) Years, beginning from the conclusion of the 19^th Annual General Meeting of the Company held during the FY-2022-2023 till the conclusion of the Annual General Meeting of the Company to be held in the Financial Year 2027 -2028 i.e. for the period of five(5) years from 01.04.2022 to 31.03.2027 on such terms and remuneration as may be mutually agreed upon between the said Auditors and Board of Directors of the Company. Auditors have confirmed that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

The reports given by the Statutory Auditors M/s Jay Gupta and Associates on the Standalone and Consolidated Financial Statements of your Company for the Financial Year ended March 31, 2025, form part of this Annual Report and there is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Reports. The Auditors of your Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Act.

50.EXPLANATION OR COMMENTS OR QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DECLARATIONS MADE BY THE AUDITORS IN THEIR REPORTS AND BOARD'S COMMENT ON AUDITOR'S REPORT

There were no qualifications reservations or adverse remarks made by the Auditors in their report. Further, the observations of the Statutory Auditors, when read together with the relevant notes to accounts and other accounting policies are self-explanatory and do not call for any further comment.

51.INTERNAL AUDITORS

M/S S. MURARKA & COMPANY., Chartered Accountants (Firm Reg. No. 322627E) at Kolkata, is acting as Internal Auditors of the Company and has conducted periodic audit of all operations of the Company. The Audit Committee of the Board of Directors has reviewed the findings of Internal Auditors regularly.

52. DEPOSITORY SYSTEMS

All the Shares of the Company are held in dematerialised form and all the Company's Shares are currently traded in dematerialized form, as per the SEBI directives and by virtue of an agreements with the following Depositories i.e., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

As on 31^st March,2025, total 9676200 Equity Shares are held in dematerialized form and represent 100% of the Company's total paid up capital, out of which 1436400 Equity Shares are in Demat mode with NSDL and 8239800 equity Shares remains in Demat mode with CDSL.

53.POLICY ON PREVENTION, PROVISION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 to ensure harassment free workplace for employees. Sexual harassment cases are dealt as per the Company's Policy on ‘Prevention of Sexual Harassment'. 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. During the Financial Year under review, the Company held meeting of woman employees on Monday,20^th January 2025 at the registered office of the Company and has not received any complaints of sexual harassment from any of the woman employee of the Company.

54.COST AUDIT AND AUDIT REPORT

The maintenance of cost records under Section 148(1) of the Companies Act, 2013, and Audit of Cost Records are not applicable to the Company.

55. INDUSTRIAL RELATIONS

Industrial relations in your Company, during the year under review continued to be cordial and harmonious.

56. FRAUD REPORTED BY THE AUDITOR

No case of fraud has been reported by the Auditors under sub-section (12) of Section 143 of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

57. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the Year under review.

58. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and sale operations. The Company's policy requires the conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

59. BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report as per Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, describing the initiatives taken by them from an environmental, social and governance perspective is not applicable to the Company, for the Financial Year 2024-2025 as per the SEBI Notification dated 22 December, 2015 and Frequently Asked Questions issued by SEBI on SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 dated 29" January, 2016.

60.COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

Your directors state that the Company has complied with the necessary provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.

61.CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND THE SENIOR MANAGEMENT

The Company has a code of conduct for all its Board members and senior management personnel which is available on the website of the Company.

http://www.steelmantelecom.com/pdf/Code%20of%20Conduct%20for%20Directors.pdfAll Board members and Senior Management Personnel (as per Regulation 26(3) of the Listing Regulations) have affirmed compliance with the applicable Code of Conduct.

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

No revision of Financial Statements or Board Report was made in respect of any of the three preceding financial years.

63. DISCRETIONARY REQUIREMENTS

During the year, the Company has fully complied with the mandatory requirements as stipulated in Listing Agreement and Listing Regulations. The status on the compliance with the discretionary requirements as specified in Listing Regulations and Part E of Schedule II of Listing Regulations is as under: i) Shareholders Rights: The Company has adopted the practice of sending out half-yearly declaration of financial performance to shareholders. Half Yerly results as approved by the Board are disseminated to Stock Exchanges and updated on the website of the Company.

ii) Audit Qualifications: There is no audit qualification. Every endeavour is made to make the financial statements without qualification. The Company's Standalone and Consolidated Financial Statements for the financial year ended on 31^st March 2025 are with unmodified audit opinion. iii) Reporting of Internal Auditors: Reports of Internal Auditors are placed before the Audit Committee for its review. iv) The Board: The requirement relating to maintenance of office and reimbursement of expenses of Non-Executive Chairperson is not applicable to the Company, since the Chairperson of the Company is an Executive Director.

64. MEANS OF COMMUNICATION

Results

The Half Yearly Results and the Annual Audited Financial Results of the Company are sent to the stock exchanges immediately after they are approved by the Board. Also, they are uploaded on the Company's website www.steelmantelecom.com.The results are published in accordance with the guidelines of the Stock Exchange.

Website

The Company's website www.steelmantelecom.com contains a separate dedicated section ‘Investor Relations' wherein shareholders' information including financial results is available. The Company's Annual Report is also available in a user- friendly and downloadable form.

Annual Report

The Annual Report containing, inter alia, Audited Financial Statements (standalone and consolidated), Boards' Report, Auditors' Report and other important information is circulated to Members and others entitled thereto. The Management's Discussion and Analysis (MD&A) Report forms part of the Annual Report and is displayed on the Company's website https://steelmantelecom.com/annual-report.php.

65.EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There are no significant events during the Financial Year under review.

66. DISPATCH OF ANNUAL REPORT THROUGH ELECTRONIC MODE

In compliance with various MCA Circulars and SEBI Circulars, notice of the AGM along with the Annual Report 2024-2025 is being sent only through electronic mode to those members whose email addresses are registered with the Company/RTA/Depositories. Members may note that the Notice and Annual Report 2024-2025 will also be available on the Company's website at https://www.steelmantelecom.com/annual-report.php, websites of the Stock Exchange, i.e., BSE Limited at www.bseindia.com and on the available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com

67. GENERAL SHAREHOLDER INFORMATION LISTING ON STOCK EXCHANGES

b) Stock Market Price Data (F.Y-2024-2025):

c) Shareholding Pattern as on 31^st March, 2025:

d) Distribution of Shareholding as on 31^st March 2025:

e. Status of Investor Complaints Status of Investor Complaints as on 31^st March, 2025 as reported under Regulation 13(3) of the Listing Regulations is as under:

f. SEBI Complaints Redress System (SCORES):

The investor complaints are processed in a centralized web based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during Financial Year 2024-2025. g) Registrar and Share Transfer Agents:

h) Listing Fees to the Stock Exchange

The Company has paid listing fees up to March 31, 2025, to SME Platform of BSE Limited, where the Company's shares are listed. i) Address for Correspondence

j) Financial Calendar

Financial reporting for the 1^st Half Year End 30^th September,2024 - November 14, 2024, and Audited Results for the year ending March 31, 2025- May 30, 2025.

68. GREEN INITIATIVE

Your Company remains committed towards its endeavour to minimize its carbon foot prints and continues to embrace a sustainability initiative with the aim of going green and minimising the repercussion on the environment. Your Company had already adopted the green initiative by dispatching the Annual Report, Notices, other communications, etc., through e-mail to its Shareholders, whose e-mail address are registered with relevant Depository Participants / RTA / Company. Shareholders are requested to support this initiative by registering / updating their e-mail address for receiving Annual Report, Notices, other communications, etc. through e-mail. In view of the COVID-19 pandemic, the Ministry of Corporate Affairs (‘MCA') and the Securities and Exchange Board of India had issued relaxations from sending printed copy of Annual Report, Notice of the Annual General Meeting (‘AGM'), etc. to the Shareholders for the AGM to be held in the year 2024. With objective of supporting the Green Initiative and in view of the above-mentioned relaxations, your Company is dispatching the Annual Report & Notice of the AGM along with other documents required to be annexed thereto to the Shareholders through e-mail at their registered e-mail address. Such documents are also available on the website of the Company at www.steelmantelecom.com.in Further, those Shareholders who have not yet registered their e-mail address are requested to follow the procedure as mentioned in the Note to the Notice calling AGM to receive the Annual Report & the Notice of the AGM and other documents relating thereto through electronic mode and to enable their participation in the AGM.

69. OTHER DISCLOSURES

During the financial year under review, i. there was no instance of one-time settlement with any Bank or Financial Institution. ii. The Company has not issued any Equity Shares under ESOP during the year under review. iii. Outstanding GDRs/ADRs/Warrants or any Convertible Instruments: The Company has not issued GDRs/ADRs as on 31^st March, 2025,

70. CAUTIONARY STATEMENT

Statement in the Annual Report, particularly those which relate to Management Discussion and Analysis, describing the Company's objectives, projections, estimates and expectations, may constitute “forward looking statements “within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ. Details as prescribed under section 134 of the Act and Rules made thereunder, applicable to the Company, have been specifically given in this Report, wherever applicable.

71. ACKNOWLEDGEMENT

Your directors place on records their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Company's activities during the year under review. Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company. Your directors recognize the commitment and contribution of the employees at all levels and look forward to their increased involvement and dedicated services towards the Company in the coming years.