To the Membersof India Steel Works Limited,

The Board of Directors of the Company is pleased to present the 38th (Thirty Eighth Annual Report), along with the financial
statements of the Company, for the financial year ended March 31.2025.

A brief summary of the Company's performance is given below:

1. FINANCIAL HIGH LIGHTS:

Thesummarized financial results of the Company forth financial year 2024-25 are given hereunder:

2. OPERATIONS/ COMPAN VS STATE OF AFFAIRS:

The manufacturing activities, including job work operations of the Company, have remained non-operational since long.
Consequently, the Gross Revenue for the year under review stood at Rs. 0.75 Lakh. In comparison, the revenue for the previous
financial year amounted to Rs. 81.60 Lakh, primarily comprised of scrap only.

Kotak Mahindra Bank Limited has taken possession of the Company's factory premises in accordance with its rights as a
secured creditor The Management has successfully negotiated a one-time settlement with the Bank concerning its outstanding
dues In line with the approval granted by the members at the 36th Annual General Meeting, the Management Is in the process of
disposing of plant and machinery assets at the most realizable market value.

The Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench, had admitted a Company Petition filed by Stecol
International Private Limited (the "Operational Creditor") seeking initiation of the Corporate Insolvency Resolution Process
(CIRP) under the Insolvency and Bankruptcy Code. 2016 (IBC). Subsequently, the Hon'ble NCLT allowed the withdrawal of the
CIRP on November 25,2024

3. CHANGE INTHE NATURE OF BUSINESS:

There was no material change in the natureof business of the Company during the year under review.

However, the Management is actively considering the opportunities for a strategic shift in the Company's operations, with a
focus on transitioning into real estate activities. This initiative is part of a broader plan to revive the Company in line with current
market dynamics and future growth potential,

The Board has approved to enter in to MOU / definitive Agreement with Lloyds Realty Developers Limited and Smartquip
Properties Private Limited for undertaking real estate development and monetisation of the land of the Company situated at
Village Vihari. Taluka Khalapur, District Raigad.

4. TRANSFER TO RESERVES:

In viewof lossesincurred, the Companyhas not transferred any amount to itsReserves.

5. DIVIDEND:

In view of the accumulated losses, the Directors regret their inability to recommend any dividend on the Equity Shares of the
Company forthe yearunder review.

However, the Directors recommend a dividend a! the rate of 0.01% on the total paid-up Preference Share Capital of the
Company for the financial year ended 31st March. 2025. The dividend will be payable to those Preference Shareholders whose
names appear in the Register of Members as on the Book Closure Date. The total dividend amounts to Rs. 75,513/-, inclusive of
taxon distributed profits

6. SHARE CAPITAL:

The Company's Authorised Share capital during the financial year ended March 31. 2025. remained at Rs 107,00.00,000/-
(Rupees One Hundred and seven crores) divided into Rs 42,00,00,000 (Forty-two crores) Equity Shares of Re. 1/-(Rupee One)
each and 6.45,00,000 (Six crores and Forty-Five Lacs) Preference Shares of Rs.10/- (Rupees Ten) each and unclassified
shares of the value of Rs. 50.00.000 (Rupees Fifty Lacs).

The Company’s paid-up equity share capital remained at Rs.3980 81 Lakh comprising Rs. 3980.81 Lakh equity shares of Re.1/-
(Rupee one) each whereas the paid-up preference share capital of the Company for the financial year ending March 31,2025
was 6,418.59 Comprising 20,00,000 14% Cumulative Redeemable Preference shares, Rs 5.36,71,310 0.01% Cumulative
Redeemable Preference shares of Rs. 10/- each without voting rights & of 85,14,574 0.01% Cumulative Redeemable
Preference shares (Option Series) of Rs.10/- each without voting rights.

The company is in the negotiations with the preference shareholders for revised terms of redemption. During the year under
review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. During the
current financial year there was no change in the Capital structure of the Company.

7. DEPOSITS:

During the year under review, the Company has notaccepted any deposits from the public or shareholders under the applicable
provisions of the Companies Act. 2013 and the rules made thereunder. Accordingly, no amount remains outstanding as of the
end of the financi al year.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Thecomparty has not provided any loan or guarantee directly or indirectly to any person or body corporate, during the yearunder
review. The details of Investment, if any, covered under section 186 of the Companies Ad, 2013 are provided in the Financial
Statements 31 st March. 2025.

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

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

10. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the yearunder review, as stipulated under SEBI (Listing Obligations and
Disclosure Requirements) Regulations ,2015. forms part of the Annual Report 2024-25. (Annexure-1)

11. CORPORATE GOVERNANCE:

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

12. BOARD MEETINGS:

The Board of Directors metfive (5) times during the financial year under review. The interval between two consecutive meetings
was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015.

TheCommrttees of the Board usually hold their meetings on the same day as the Board meetings.

Details regarding the composition of the Board and its Committees, the number of meetings held during the year, and the
attendance of Directors at such meetings are provided in the Corporate Governance Report, which forms part of this Annual
Report,

13. DIRECTORS:

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

i. Appointment of Mr. Siddharth S. Gupta (DIN: 03640615) as a Whole-time Director designated as Jt. Managing
Director:

Based on the recommendation of the Nomination and Remuneration Committee, In accordance with the provisions of the
Companies Act. 2013 read with the Articles of Association of the Company Mr Siddharth S Gupta (DIN: 03640615) has
been appointed as a Whole-time Director designated as Jt. Managing Director of the Company for a period of 3 years
effective 22/11/2024 The appointment was duly approved by the members of the Company at the Extraordinary General
Meeting held on 21 st December, 2024.

ii. Appointment of Mr. Rajesh G. Pote( DIN :10287655) as an independent Director not liableto retire by rotation:

Based on the recommendation of the Nomination and Remuneration Committee. Mr. Rajesh G. Rote (DIN:10287655) was
appointed as an Additional Director of the Company with effect from November 22, 2024 & the Shareholders of the
Company at the Extra Ordinary General Meeting held on Saturday. December 21,2024, approved disappointment as an
Independent Director of the Company for a period of five years not liable to retire by rotation from November 22,2024 to
N ovem bar 21,2027.

iii. Re-appointment of Mrs. Priyanka V. Gupta as a Di rector liable to retire by rotation:

In accordance with the provisions of the Companies Act, 2013 read with the Articles of Association of the Company Mrs.
Priyanka V. Gupta (DIN: 08057096) retires from office by Rotation, and being eligible, offers herself for reappointment. The
Board recommends the members her appointmentas a Director of the Company liable to retire by rotation.

iv. Resignation of Directors:

There were no resig nationsof Directors from theBoardof Directors oftheCompany during thefinancialyear under review.

14. INDEPENDENT DIRECTORS:

The Independent Directors, in terms of Regulation 25(8) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), have confirmed that they are not aware of any
circumstance or situation, which exists or may be reasonably anticipated, that could impiair or impact their ability to discharge
theirduties with an objective independent judgement and withoutany external influence

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

In the opinion of the Board, there has been no change in the circumstances affecting their status as Independent Directors of the
Company and the Board is satisfied of the integnty. expertise, and experience (including proficiency in terms of Section 150(1) of
the Act and ap plicable rules thereunder) of all Independent Dinectorson the Board.

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

15. KEY MANAGERIALPERSONNEL (‘KMP’):

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

Mr. Sudhir H. Gupta, Executive Chairman.

Mr. Varun S. Gupla. Managing Director.

Mr.Siddharth S. Gupta, Jt Managing Director

Mr. NileshMatkar, Chief Financial Officer

Mr. Dilip Maharana, Company Secretary & Compliance officer.

16. AUDITCOMMITTE

The Committee has adopted a Charter to govern its operations In line with the recommendations of the Audit Committee and
pursuant to Section 177 of the Companies Act. 2013, the Board has formulated a policy for the selection, appointment, and
remuneration of both the Statutory Auditors and the Internal Auditor. More details of the same are given in the Corporate
Gove ma nca Report.

17. INTERNAL FINANCIAL CONTROL SYSTEM SAND THEIR ADEQUACY:

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

18. RISK MANAGEMENT POLICY:

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

19. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015, the Company has adopted a Whistle-Blower Policy, whereby employees are free to report
violations of laws, rules, and regulations, or unethical conduct to the Audit Committee. The details of the Whistle Blower Policy
are explained in the Corporate Governance Report and also posted on the website of the Company at www.indiasteel.in under
the head 'Investor Relations' and the web link is provided in the Corporate Governance Report During the year the Audit
Co mmittee has n ot rece ived a ny ref ere nee un der the pol i cy.

20. SUBSIDIARY:

The Compa ny has no Subsidi ary or Associates Compa ny.

21. RELATED PARTY TRANSACTIONS:

The Company has made Related Party Transactions, as approved by the non- interested shareholders at the 37th Annual
General meeting of the Company. Required disclosures are madein Form No. AOC-2. Annexure-3.

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

The Policy envisages the procedure governing related party transactions required to be followed to ensure compliance with the
applicable laws and regulations as well as to ensure that the Related Party Transactions are managed and disclosed in
accordance with the legal and accounting requirements All Related Party Transactions that were entered into during the
financial year were on arm’s length basis, in the ordinary course of business and were in compliance with the applicable
provisions of the Act and the Listing Regulations. All Related Party Transactions are placed before the Audit Committee for
review and approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis for the transactions which
arepianned/repetitlveinnatureand omnibus approvals are taken as per the policy laid down for unforeseentransactions.
Related Party Transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee for
its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. All the Related Party
Transactions under Ind AS -24 have been disclosed at the standalone financial state ments forming part of this An nu al Report.

22. CORPORATE SOCIAL RESPONSIBILITY:

The Company is committed to development that benefits society at large and upholds strong corporate values. We strive to grow
in a socially and environmentally responsible manner, while also meeting the interests of all our stakeholders. However, during
the year under review, due to the financial constraints and the overall state of affairs, the Company has not undertaken any CSR
initiatives, in accordance with the provisions that exempt companies incumng losses from mandatory CSR expenditure.

23. SIGNIFICANT AND MATE RIAL ORDERS PASSED BYTHE REGULATORS OR COURTS:

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

24. BOARD'S PERFORMANCE-ANNUAL EVALUATION:

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

25. FAMILIARIZATION PROGRAMME FOR DIRECTORS:

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

26. NOMINATION & REMUNERATION POLICY:

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

27. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors
make the following statements in terms of the Section 134(5) read with Section 134(5) of the Companies Act. 2013:

i. That in the preparation of the annual financial statements for the year ended March 31,2025, the applicable accounting
standards have been followed along with proper explanation relating to material departures, if any;

ii. That such accounting policies, as mentioned in the Financial Statements as Significant Accounting Policies have been
selected and applied consistently and judgmentsand estimates have been made that are reasonableand prudent soas to
give a true and fair view of the stale of affairs of the company as at March 31,2025 and of the Loss of the Company for the
year ended on th at date;

iii. That properand sufficientcare has been taken for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of the Company andfor preventing and detecting fraud
and otherirregularities:

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

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

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

28. AUDITORS

A. STATU TORY AUDITORS & AUDIT REPORT:

M/s. LaxmikantKabra & Co LLP, Chartered Accountants, having Firm Registration No.: 117183W/ W100736 reappointed
as the Statutory Auditors of the Company for the second consecutive term of three years, from the conclusion of the 36th

Annua) General Meeting till the conclusion of the 39th Annual General Meeting to be held in the year 2026, to examine and
audit the accounts of the Company. The qualification, reservation or adverse remark or disclaimer made by the auditor in
the Statutory Au dit Report Issued by him to the members of the Company, are as follows
Audit Qualifications:

A. Oetailsof Audit Qualifications:

1. Adverse Opinion:

We have audited the Annual Financial Results of INDIA STEEL WORKS LIMITED (hereinafter referred to as
the'Company")fortheyearended March 31,2025and the Balance Sheet and the Statement of Cash Flows as
at and for the year ended on that date, attached herewith, being submitted by the Company pursuant to the
requirement of Regulation 33 and Regulation 52 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations. 2015. asamended (the’Usting Regulations'

hour opinion and to the best of our information and according to the explanations given to and with reference
to matters stated in the basis for adverse opinion and going concern paragraph, the Financials results:

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

ii. does not give a true and fair view in conformity with the recognition and measurement principles laid down in
the applicable accounting standards prescribed under Section 133 of the Companies Act, 2013 (the "Act") and
other accounting principlesgenarally accepted in India, of net loss and other comprehensive income and other
financial information of the Company for the year ended March 31, 2025, and he balance sheet and the
statementof cash flows as at and for the year ended on thatdate.

2. Going Concern:

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

3. Basis for Adverse opinion

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

b. Inventories amounting to?13.534.32 Lakhs have not been valued at lower of cost or Net realisable valuewhich
is against the significant accounting policies of the company and is not consistent with Ind AS 2 “Inventories".
These inventories held by the company include obsolete and non-moving stock which are valued at cost and is
inconsistent with provisions of Ind AS 2 As per the information and documents provided to us, we are of the
opinion that work-in-progress amounting to ?10,508 94 Lakhs and Raw Material amounting to ?1,705 78
Lakhs held by the company can only fetch scrap value. In the absence of quantitative Information and
supporting documents of Finished Goods, Stock in Trade and Stores and Spares amounting to ,219.60
lakhs, we are unable to comment on carrying value of the same and its effect on the financial statements for the
year. Accordingly, we believe that the Net-worth of the company is overstated by the said amount

c. The Company has not provided us with the requisite information and details relating to transactions with
related parties as required under Indian Accounting Standard (Ind AS) 24 — Related Party Disclosures. In the
absence of such information, we were unable to obtain sufficient appropriate audit evidence to determine
whether the Company has appropriately identified, disclosed, and accounted for related party transactions in
accordance with Ind AS 24. Accordingly, we are unable to comment on whether such transactions, if any. were
conducted at arm's length and their possible effects on the financial statements of the Company for the year
ended 31 03 2025

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

e. The company has shown insurance claim receivable amounting to ?1.997.69 Lakhs. The said claim has been
outstanding since long back and the same has not been approved by appropriate authority till date. In
conclusion, showing the said insurance claim as receivable is not showing true and fair view. On account of the
same assets of the company are overstated by ?1,997.69 Lakhs.

f. Confirmations of the balances of sundry creditors and debtors, loans and advances, Advances given to
suppliers and advances received from customers have not been obtained and they are subject to
reconciliations and subsequent adjustments if any As such we are unable to express any conclusion as to the
effecton the financial statements for the year.

g. Sufficient and appropriate documentary audit evidence in respect of Contingent liabilities was not provided to
us. As such we are unable todraw any conclusion as to the effect on the financial statements forthe year.

h. The company has not assessed the impact of various disputed statutory liabilities/ liabilities on account of
lawsuits as per the requirement of Ind AS 37 "Provision, Contingent Liabilities, Contingent Asset" and hence
the effect of the same, if any. on the financial results. The cases are pending with multiple tax authorities and
the said claims have not been acknowledged as debt by the company. Income booked on account of certain
lawsuits/ disputes are not as per the order passed. Accordingly, we are unable to comment on the effect of the
same.

i. The company has not assessed the Fair Value of various Assets and Liabilities as per the requirement of Ind
AS 103 “Fair Value Measurement", the effect of the same, If any, on the financial results is not identifiable
Therefore, we are unable to comment on its impact on the financial results for theyear ended March 31,2025,

j. The company has not reviewed the impairment of its tangible assets and other financial and non-finandal
assets as of March 31.2025. Hence, no provision In the books of account has been made by the Company. In
the absence of assessment of impairment/ provisions by the Company, we are unable to comment on the
recoverable amount regarding said items.

k. The company does not have an internal audit system to commensurate with the size and nature of its business.
Inabsenceofthesamewe are unable to comment whet her an ad equateintemal financial controls system over
financial reporting and such internal financial controls over financial reporting were operating effectively as of
March 31,2025

l. The statement of proper records maintained In India related to Foreign Branch, the Financial Statement of
Foreign Branch is not audited by us. Our conclusion is based on unaudited figures provided by the
management.

Managements Reply: -

Adverse Opinion {vide 1. Audit Qualifications}:

The Financial Results have been prepared on the basis of accrual Accounting Policy & uniform accounting practices

adopted for all periods. The Balance Sheet, P&L Account gives a true and fair view.

Going Concern Concept {vide 2. Audit Qualifications}:

The management believes that though the Current Liabilities of the Company exceeds Current Assets of the
Company, the Company, having positive net worth will be able to revive business induding exploring new business
opportunities.

Basis for adverse opinion:

{Kotak Mahindra Bank Limited factory possession vide 3.a: Audit Qualifications}:

The software used for book keeping up to 31/03/2023 was SAP. The balances shifted to different software namely
tally prime edit log in the year 2024 The tally prime edit log report as on 31/03/2025 was not generated due to
technical reason not provided.

Inventories (Vide 3.b: Audit Qualifications}:

The Company Is planning to put up a slag recovery plant This will enable recoverthe metal from slag and hence the
value of stocks wou Id not be eroded as pointed out by the auditors.

Raw Material amounting to?1,705.78: The major Raw Material of the Company is Steel Scrap and as such the same
has been valued at cost ormarket value w.e Is lower.

Detailsof Related Party Transactions: {vide 3.c: Audit Qualifications}:

The Company has provided all information relating to Related Party Transactions. All the related Party Transactions
have been made at arm's length basis.

Physical verification or valuation of inventories {vide 3.d: Audit Qualifications}:

The factory is underpossession of Kotak Mahindra Bank Ltd, which do not allow physical verification.

Insurance {vide 3.e; Audit Qualifications}:

The Company has filed a consumer case for insurance claim before the NCDRC (National Consumer Dispute
Redressal Commission) in the year 2014. Thecase is pending for final hearing

Confirmations {vide 3.f:AuditQualifications}:

The Company has given balance confirmations from the partieshaving substantial claim.

Sufficient documents {vide 3.g: Audit Qualifications}:

The Company is in process of getting documentary evidences with respect to contingent liabilities wherever
pending.

Disputed Liabilities {vide 3.h: Audit Qualifications}:

It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the various pending
disputed statutory liabilities/ liabilities on account of lawsuits as the same are determinable only on receipt of
j udg ment s/ded sions pen din g with va ri qus foru ms/au thorit i es.

Most of the issues of litigation pertaining to Central Excise/Sales Tax/Customs are based on interpretation of the
respective Law & Rules thereunder

The Management believes that many of the issues raised by revenue will not be sustainable in law as they are
covered byjudgments of respectivejudicial authorities.

Fair Value {vide 3. i: Audit Qualifications}:

The company has not assessed the Fair Value of various Assets and Liabilities as per the requirement of Ind AS 103
"Fair Value Measurement'.

impairment of tangible Assets {vide 3.j: Audit Qualifications}:

The company has not reviewed theimpairmentof its tangible assetsand other financial and nonfinancial assets as of
March 31, 2025. Hence, no provision in the books of account has been made by the Company The management
believes that the Company will succeed to get Insurance Claims & MSEDCL claims as per the order of the apt

authorities.

Internal Audit System {vide 3. k: Audit Qualifications}:

The Company has appointed internal auditor during the FY 2024-25.

Records Related toForeign Branch {vide 3.1: Audit Qualifications):

The Foreign Branch (Singapore Branch) of the Company has no Assets & liabilities and the registration of the Branch
has been ceased.

B. S EC RETARIALAUDITOR & AUDIT REPORT:

Pursuant to the provisions ol Section 204 of the Companies Act. 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Mayor More, Mayur More &
Associates, Practicing Company Secretary M. No: A35249 COP: 13104, to undertake the Secretarial Audit of the
Company. The Report of the Secretarial Audit is annexed herewith asAnnexure-4.

CS Mayur More. Mayur More & Associates, Practicing Company Secretary M. No:A35249 COP 13104 is proposed to be
appointed on the basis of recommendation of the Board of Directors as the Secretarial Auditors of the Company for a
period of five years from the conclusion of this 38th Annual General Meeting till the conclusion of 43rd Annual General
Meeting of the Company pursuant to the provisions of Regulation 24A of SEBl (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Section 204 of the Companies Act, 2013 and rules made thereunder, subject to
approval of shareholder of the company In the forthcoming Annual General Meeting of The Company. The Company has
received written consent of the Secretarial Auditors and confirmation to the effect that they are eligible and not disqualified
to be appointed as the Auditors of the Company in the terms of the provisions of the Listing Regulations, the Companies
Act. 2013 and the rules made thereunder. He may be assigned other permissible works under LOOR as approved by the
Board.

QUALIFICATIONS/OBSERVATIONS:

1. The Company has appointed Internal Auditor for the Financial Year ended 31.03.2025on 14/08/2024.

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

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

The Company has submitted the Shareholding PatternunderRegulation 31 for the Quarter ended:

- 31 st March, 2024 on 24/04/2024 (due date of submission on or before 30/04/2024).

- 30th June, 2024 on 06/11/2024 (due date of submission on or before 30/07/2024).

- 30th September, 2024 on 12/11/2024 (due date of submission on orbefore 30/10/2024)

- 31st December, 2024 on 18/03/2025 (due date of submission on orbefore 30/01/2025).

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

Reconciliation of Share Capital Audit Report for the Quarter ended:

- 31st March, 2024 on 25/04/2024 (due date of submission on or before 3Q'04/2024).

- 30th June, 2024 on 09/09/2024 (due date of submission on or before 21/07/2024).

- 30th September, 2024 on 29/10/2024 (due date of submission on or before 21/10/2024).

- 31stDeoember, 2024 on 17/03/2025 (due date of submission on orbefore 21/01/2025).

5. Delay in submission of Financial Results under Regulation 33 of SEBl (Listing Obligations and Disclosure
Requirements) Regulation, 2015:

- Annual Standalone Audited Financial Results for the financial year ended on 31st March,2024, should have been
submitted within sixty days from the end of the financial year i.e on or before 30/05/2024 submitted on 07/06/2024.

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

- Quarter e nded 31/03/2024 submi tted on 24/04/2024 (due date on or before 15/4/ 2024)

- Quarter ended 30/06/2024 submitted on 11/11/2024 (due dateon or before 15/07/ 2024)

- Quarter ended 30/09/2024 submitted on 11/11/2024 (due date on or before 15/10/2024)

- Quarter ended 31/12/2024 submitted on 18/03/2025 (due date on or before 15/04 / 2025)

Managements Reply:

1. The Company has appointed Internal Auditor for the Financial Year ended 31.03.2025 on 14/08/2024.

There were no manufacturing activities since long. No incumbent was available to accept the position in the given
situation. However, the Company appointed Internal Auditor on14/08/2024.

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

Some Board Meetings/ Committee Meetings during the year underrevieware held giving Shorter Notices. However,
the Independent Directors as required are present in the said Board/Committee Meetings as per secretarial
standard.

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

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

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

There was delay in giving board meeting intimation as mentioned in the Secretarial Audit Report. The management
isof the view that it was inadvertent &directs to submit the sameintimeinfuture.

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

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

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

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

C. COST AUDITORS&COSTRECORDS:

According to the Companies Act 2013 and the Companies (Audit and Auditors) Rules of 2014. the Company need to
appoint Cost Auditor to conduct cost audit, if the overall annual turnover of the company from all its products/ services
during the Immediately preceding financial year exceeds prescribed limits. As the Company has not carried out any
rnanufactunng activities, the Company is notrequired to appoint any cost Auditor to conduct cost audltin the Financial Year
2025-26.

However, the Company has not submitted CostAudit Report for the Financial Yearended 31st March, 2021. The Company
has received notice from MCA. In view of thesame. the Board of Directors has appointed cost auditor to conduct cost audit
ofthe Records of the FY 2021. Your Directors recommend the member's for ratification of the remuneration payable to the
cost auditor.

D. INTERNALAUDITORS:

There were no manufacturing activities since long. No incumbent was available to accept the position in the given
situation However, the Board of Directors had appointed CA Mr. Rahul K. Dayama Proprietor Rahul K. Dayama &
Associates, Membership No. 178110, Interna I Auditor for the Financial Year 2024-25.

29. REPORTING OF FRAUDS BY AUDITORS:

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

30. ANNUALRETURN:

Pursuant to Section 92(3) read with Section 134<3)(a) of the Act. the Annual Return as on March 31.2025 will be made available
on the Company's website at www.indiasteel.ln. at Investors section. The Link of the same is: http://indiasteel.ln/pdfs/Annual
Retum/MGT-7-31-03-2025.pdf

31. TRANSFEROR AMOUNTS TOINVESTOR EDUCATION ANDPROTECTION FUND:

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

32. CONSERVATION OFENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

There are no manufacturing activities since long therefore the particulars regarding conservation of energy, foreign exchange
earnings and outgo etc., as required under The Companies Act. 2013 read with The Companies (Accounts) Rules, 2014 are not
applicable However,anil report isgivenatAnnexure- 5.

33. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMAN AT WORK PLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT. 2013:

The Company has in place an Anti-Sexual Harassmen t Policy in line with the requirements of the Sexual harassment of women
at workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees)
are covered under this policy. There are no women employees in the Company during the year under review.

34. SECRETARIAL STANDARDSOFICSI:

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial
Standards issued by the Institute of Company Secretaries of India (TCSI'). During the Financial Year, your Company has
complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

35. MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES:

In accordance with Section 178 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 6 of the
Companies (Meetings of Board and its Powers) Rules, 2014 issued thereunder and Regulation 19 of the SEBI (LODR)
Regulations, 2015. the Board of Directors has formulated the Nomination and Remuneration Policy on the recommendations of
the Nomination and Remuneration Committee.

The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration
of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Report. During
the year under review, the Company has not employed any individual whose remuneration falls within the purview of the limits
prescribed under the provisions of Section 197 ofthe Companies Act, 2013, read with Rule 5(2)of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.

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

In terms of the provisions of Section 197( 12) of the Act read with Rules 5(2) and 5(3) of the Rules, a statement showing the
names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of this
Report. The Report and the Annual Accounts are being sent to the Members excluding the aforesaid statement In terms of

Section 136 of the Act, the said statement will be open for inspection upon request by the Members. Any Member interested in
obtainingsuch particulars may write to the Company Secretary atcosec@indiasteel.in.

36. GENERAL:

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

(a) details of deposits covered underChapterV of theAct;

(b) issueof equity shares with differential rights as to Dividend, voting orotherwise;

(c) issueofshares(includingsweatequityshares)toemployeesoftheCompany under any scheme;

(d) raising offundsthrough preferential allotmentorqualified institutions placement;

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

37. INDUST RIAL RELATIONS:

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

38. ACKNOWLEDGEMENTS:

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

For and on behalf of the Board of Directors of
INDIA STEEL WORKS LIMITED

Sudhir H. Gupta

Executive Chairman
(DIN 00010853)

Place: Mumbai

Date: 21 st Mav 2025 _