The Directors are pleased to present 31^stAnnual Report and the Statements of Accounts for the financial year
ended on March 31, 2024.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The Company’s financial performance for the year ended March 31, 2024 along with previous year’s figures is
given hereunder:

(Rs. In Mn)

2. FINANCIAL PERFORMANCEHIGHLIGHTS

Standalone Operations:

During the year under review, the Company’s net revenue from operations was Rs. 510.30million as against Rs.
170.02million in the previous financial year. The Company’s Profit/(Loss) before Depreciation Interest and Tax
(“PBDIT”) is Rs. 998.27million in the financial year ended 31st March, 2024 as opposed to PBDIT of Rs
(1437.94)Million in the immediate previous financial year.

Taking into account depreciation and interest cost, profit/ (Loss) before tax (PBT) stood at Rs. 589.39million as
against Rs.(1441.20)Million in the previous financial year and total comprehensive income for the year was Rs.
600.15million as against Rs. (1441.20)Million in the previous financial year.

Consolidated Operations:

During the year under review, the Company’s net revenue from operations was Rs. 7840.78million as against Rs.
8027.75million in the previous financial year. Further, in the financial year ended 31st March, 2024, profit before

tax (PBT) was Rs. 315.39million as against Rs. (1711.67) Million in the previous financial year and profit after
tax (PAT) was Rs. 196.04million against Rs.(1954.03) Million in the previous financial year.

The performance and financial position of the subsidiary company is included in the consolidated financial
statements of the Company.

3. COMPANY’S WORKING DURING THE YEAR/ STATE OF COMPANY’S AFFAIRS

In financial year 2023-2024, the Sales increased by around 300% to Rs. 510.30million from Rs. 170.02million
in the previous financial year ended 2023. The plant of the company got shut down in December 2019 and thus
there were no manufacturing activities. The Company only got order from Supreme Court to sell the lying
stocks only. Company has earned a profitof Rs. 589.39million as compared to lossesof Rs. 1441.20million in
the previous financial year 2023.

4. SUBSIDIARY COMPANY

The Company has one wholly owned subsidiary namely Maithan Ispat Limited. A statement containing the
salient features of the financial statements of the subsidiary in the Form AOC-1 is attached with the financial
statements of the Company as per the requirement of Section 129(3) of the Companies Act, 2013.

Maithan Ispat Limited (MIL), the subsidiary company having billet and sponge iron plant was under shut down
since February 2019 as the Consortium of Banks had taken over possession of Company’s plant under
SARFAESI Act and no major business activities were there.

Maithan Ispat Limited entered into a One Time Settlement amounting to Rs. 175.00 crores with the Consortium
Banks and made payment of same and resumed its operations from January 2022.

During the year under review, the Companyearned revenue of Rs. 733.04 crores during the financial year ended
2023-24 as compared to revenue of Rs. 785.77 crores in the previous financial year. But due to various factors
there were operational losses of Rs. 28.16 crores during the year as compared tooperational losses amounting to
Rs. 27.41 crores during the previous financial year. The Company is hopeful to perform better in future.

5. CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of the business of the Company.

6. TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserves during the Year.

7. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to regulations 34 of the Listing Regulations, Management’s Discussion and Analysis Report for the
year is presented in a separate section forming part of the Annual Report.

8. SHARE CAPITAL

During the year under review, there was no change in the Authorized Capital of the Company. On March 31,
2024, the Authorized Share Capital stood at Rs. 1800.00 million. There was no change in the Company’s issued,
subscribed and paid-up equity share capital during the year. On March 31, 2024, it stood at Rs. 1378.75 million
divided into 13,78,75,000 equity shares of Rs. 10/- each. The Company has neither issued shares with differential

rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or
Directors of the Company, under any Scheme. No disclosure is required under Section 67(3)(c) of Companies
Act, 2013 in respect of voting rights not exercised directly by the employees of the Company as the provisions of
the said Section are not applicable.

9. DIVIDEND

The Company has not recommended any dividend for the financial year ended March 31, 2024.

10. ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the annual return
for Financial Year ended 2024 is in the prescribed Form No. MGT-9. The same is available on company website
www.mescosteel.com.

11. PUBLIC DEPOSIT

The company has not accepted any deposit from the public falling within the ambit of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 2014.

12. NUMBER OF MEETINGS OF THE BOARD

During the financial year 2023-24, the Board of Directors of the Company met 2 times i.e., on December 07,
2023 and March 30, 2024. Further, a separate Meeting of the Independent Directors of the Company was also
held on March 30, 2024.

13. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134, sub-section 3(c) and sub-section 5 of the Companies Act, 2013,
the Board of Directors, to the best of their knowledge and ability, state and confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed with
no material departures;

ii. we have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year as on 31.03.2024and of the loss of the Company for the same
period;

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

iv. we have prepared the annual accounts on a going concern basis;

v. we have laid down internal financial controls in the Company that are adequate and are operating
effectively; and

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

14. DECLARATION OF INDEPENDENCE

The Company has received the necessary declaration from each Independent Director who is part of Board
confirming that;

i. They meet the criteria of Independence as laid out in Section 149(6) of the Companies Act, 2013 read
with the Schedules, rules made there under and Regulation 25 of SEBI Listing Regulations, 2015.

Independent Directors have also confirmed that they are not aware of any circumstances or situations,
which exist or may be reasonably anticipated, that could impair or impact their ability to discharge his
duties with an objective independent judgment and without any external influence and that they are
independent of the Management.

ii. Further, Independent Directors have complied with the Code for Independent Directors prescribed in
schedule IV of the Companies Act, 2013 (‘ACT’). Directors and senior management personnel have
complied with the code of conduct laid down by Board for all members of board of directors and
senior management of the listed entity. and

iii. Registered themselves with the Independent Directors’ Databank as per the Companies (Appointment
and Qualification of Directors) Fifth Amendment Rules, 2019.

15. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of 3 Independent Directors as Members. One
meetingwas held during the financial year under review on March 30, 2024. More details on the committee are
given in the Corporate Governance Report.

16. NOMINATION AND REMUNERATION POLICY

Company’s Policy on Director’s Appointment and Remuneration including criteria for determining qualification,
positive attributes, independence of directors and other matters provided under section 178(3) of the Companies
Act, 2013, there has been no change in the Policy since the previous financial year. Given below is the link on
the website of company where in complete policy is placed
https://www.mescosteel.com/pdf/investor_misl/Policies/Nomination_Remuneration_Policy.pdf.

17. AUDITORS

a. StatutoryAuditors

At the 29th Annual General Meeting, the Members approved appointment of M/s Ashok Shyam & Associates,
Chartered Accountants (Firm registration No. 011223N) as Statutory Auditors of the Company to hold office for
a period of five years from the conclusion of that AGM till the conclusion of the thirty forth AGM to be held on
2027.

The Statutory Auditors have confirmed that they are not disqualified from continuing as the auditors of the
Company.

The Notes on financial statements referred to in the Auditor’s Report are self-explanatory and do not call for any
further comments. The Statutory Auditors have not reported any instance of fraud committed in the Company by
its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of
which needs to be mentioned in this Report.

Auditor Report was qualified for the Financial Year 2023-24. The replies to same were also given at given Point
No. 21. The statement on impact of audit qualifications for the financial year ended March 31, 2024 along with
Management's replies thereon has been filed with BSE too.

b. Cost Auditor

Pursuant to section 148 read with Rule 3 & 4 of The Companies (Audit and Auditors) Rules, 2014, if a company
doesn’t have a turnover of Rs. 100 crores in the last preceding financial year then the cost audit is not

applicable.It is hereby informed that our turnover for the preceding financial year is less than Rs. 100 crores thus
cost audit is not applicable on us and we are not appointing cost auditor for FY 2024-25.

c. Secretarial Auditor

M/s Tripti Shakya & Company was appointed as Secretarial Auditor for the year 2023-24. M/s Tripti Shakya &
Company has issued the audit report in respect of the secretarial audit of the Company for the previous financial
year ended March 31, 2024. The Secretarial Audit Report is annexed as Annexure-A to this Report. Given
Below is the management’s reply on the observations made by the Secretarial Auditor in their Report.

Further for the financial year 2024-25, M/s Tripti Shakya & Company is appointed as Secretarial Auditor.

Observation No. 1:

In terms of Securities and Exchange Board of India Circular No. Cir/ISD/3/2011, the 100 percent Promoter’s
holding is to be in dematerialized form. Promoter holding is not in 100% Demat form.

Management’s Reply:

Company isinreceipt ofdeclaration from promoters that theshares which arenotindematform areeither pending
adjudication ofdisputebeforejudicial/quasi-judicial authorities or has been lost andsamewouldbedematted
oncethedisputeis resolved/settled”

Observation No. 2

The Company has made SEBI (Listing Obligations and Disclosure) Regulation 2015, as amended from time to
time but there has been delay in some compliances.

Management’s Reply:

The Company has made compliances with SEBI (Listing Obligations and Disclosure) Regulations 2015 but due
to unavoidable circumstances there was non-compliance with fewRegulations. Company is trying not to default
for same in future. Further there has been delay in filing of few compliances due to late receipt ofreports which
was filed later on with some delay and complied.

d. Internal Auditors

Pursuant to the provisions of Section 138 of theCompanies Act, 2013read withRule 13 of The Companies
(Accounts) Rules 2014 and based on the Audit Committee recommendations, the Board of Directors of the
Company has appointed Mr. Ranjit Kumar Barik, as the Internal Auditor of the Company for the financial year
2024-25.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Details of Loans, Guarantees and Investments covered under the provision of the Section 186 of the
Companies Act, 2013 are given in the notes of Financial Statements.

19. SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES & CONSOLIDATED
FINANCIAL STATEMENTS

During the year under review, the Company has only 1 (one) material unlisted subsidiary i.e., MaithanIspat
Limited. Pursuant to Section 129(3) of the Companies Act, 2013 and Accounting Standard issued by the Institute
of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the
Financial Statements of its Subsidiary. Consolidated Financial Statements form part of this Annual Report.

Statement containing the salient features of the financial statement of the Company’s subsidiary in Form AOC-1
is enclosed as Annexure-B.

In terms of provisions of Section 136 of the Companies Act, 2013, the Company shall place separate audited
accounts of the Subsidiary Company on its website at www.mescosteel.com.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, the Company entered into contracts or arrangements with related parties which
were in the ordinary course of business and on arm’s length basis. All related party transactions were placed
before the Audit Committee for review on quarterly basis. The details of the related party transactions as required
under Accounting Standard are set out in Notes to the standalone financial statements forming part of this
Annual Report.

There are no material transactions with the related parties except transactions which were approved by
Shareholders at 30th Annual General Meeting held on December 30, 2023, in accordance with Company’s
Related Party Transaction Policy and Regulation 23 of LODR Regulations. As required under Regulation 46 (2)
(g) of LODR, the Related Party Transaction Policy and Company’s Material Subsidiary Policy is disclosed in the
Company’s website i.e., www.mescosteel.com

The details of the related party transactions as required under Section 134(3)(h) r/w Rule 8 (2) of the Companies
(Accounts) Rules, 2014 and under Regulation 34(3), Para A of Schedule V of SEBI(LODR) Regulations, 2015 is
as per Form AOC 2 and is enclosed as Annexure - C.

21. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company between the
end ofthe financial year of the Company to which the financial statements relate and the date of the report except
to the extent disclosed below:

Point wise Replies to Auditor’s Qualifications

1. The Company has got physical verification done of the Property, Plant and Equipment (PPE) by a third
party in the state of Odisha, and this Property, Plant and Equipment (PPE) in the state of Odisha
comprises of approximately 98.90% of the Property, Plant and Equipment (PPE) of the Company and
have submitted the report of the third party to the statutory auditor. The Company is making efforts to
complete the physical verification of the remaining physical assets, being approximately about 1% of
the Property, Plant and Equipment (PPE) of the Company in the next financial year.

2. The physical verification report from third party has been provided to the auditors and the valuation has
done at cost price or net realizable value whichever is lower. The value of inventory been taken at cost
price since it is less than the net realizable value, since as on date the market price of the inventory
items has gone up during last 4 years.

3. The major amounts of receivables are from Maithan Ispat Limited, subsidiary of the Company, and
Maithan has been making repayment since it restarted operations in January 2022. Maithan in the last 2
years have generated positive cash flows and the repayment will be done by Maithan to the Company in
a systematic and organized manner without affecting Maithan’s operation. There has been movement in
the receivables since last two years, Maithan has started making payment and Maithan’s net-worth is
positive, hence impairment testing is not required.

4. The original copies of the deposits are with the government authorities or with courts wherever the
requirement of submitting the original deposits was. But, the list of deposits and confirmation of the
deposits from the various banks has been submitted and provided.

5. The Company has been verbally informed by ICICI bank that they have received a notice from GST
department and have thus made the entry of debiting the Company’s account as per the notice of the
GST department for the amounts recoverable from the Company.

6. The Company is getting reconciliation done for the amount from banks and same will be transferred
soon.

7. The creditors and debtors are more than 4 years old as the operations have been shut down since
December 2019. Further the company is also settling their amounts. Since these amounts are quite old it
is not feasible to get confirmation from them. Further, the management is of the view that the
confirmation/reconciliation of the balances will not be any material impact on the state of affairs of the
Company.

8. Due to non-operation of the Plant, the Directors of the Company have infused their own funds into
Company as and when there is an urgent requirement of funds. These loans given by the Directors to
the Company are interest free and the company can return as and when the company is able to repay the
loan.

9. The management has informed that major amount of these advances are sub judice in Hon’ble High
Court and it has been advised not to make any change in the accounts in this matter.

10. The disputed amounts are with various authorities for various year and at different levels including
appellate. Some of these disputes are old.

11. The company has taken legal opinion on the treatment of Compensation as well interest on same from
an independent advocate. Accordingly, details relating to the same are mentioned Note No. 29 notes to
accounts of the Financial Statement. Further the Company is making payment of compensation under
protest by selling of stocks lying with the Company after getting necessary permission and order from
Hon’ble Supreme Court. Furthermore, there is a stock of approximate 1.1 million tonne on the ground
which is being sold under the Hon’ble Supreme court order dated 06.04.2023. This will further reduce
this amount. The Company has already deposited with Government an amount of Rs. 415.79 (including
GST) till July 2023 under protest.

12. The amounts are old and have been written back and written off to appropriately reflect the state of
affairs of the Company. Further, the list of the parties of whom the amounts were written back and
written off has been provided.

13. This is a continuous supply and that the invoicing will be done as per the arrangement/ understanding
and the applicable provisions.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo
stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies
(Accounts)Rules, 2014, is annexed herewith as Annexure-D.

23. RISK MANAGEMENT POLICY

As per the provisions of Companies Act, 2013 and SEBI LODR 2015, the risk management is not applicable on
the Company.

24. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Act, the Company has to contribute to CSR activities if it has a) Net
worth of more than Rs. 500 crores b) Turnover of more than Rs. 1000 crores c) Net profit of more than Rs. 5
crores in the preceding year.

Since the Company does not meet any criteria and thus these provisions are not applicable so they were not
required to make any contribution towards CSR activities. A report on same is annexed as Annexure-E

25. PERFORMANCE EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and
individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the
Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the
board composition and structure, effectiveness of board processes, information and functioning, etc.

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

26. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review,

• Mrs. Rita Singh, Mrs. Natasha Sinhaand Mr. Vishwambhar Nath Tiwari resigned from directorship on
23.05.2024.

• Mrs. Shipra Singh Rana and Mr. Dushyant Kumar Singh were appointed as Additional Executive
Directors of the Company on 27.02.2024.

• Mr. Hawa Singh Chahar, Independent Non-executive director retired on 21.06.2024.

• Mrs. Shipra Singh Rana resigned on 25.07.2024.

• Mrs. Shipra Singh Rana was appointed as Additional Non-Executive Director on 26.07.2024.

• Mr. Dushyant Kumar Singh resigned on 29.07.2024.

• Mr. Dushyant Kumar Singh was appointed as Additional Executive Director and Mr. Amarendra Khatua
was appointed as Independent Non-executive Director of the Company on 30.07.2024.

• Mr. Prasant Kumar Misra was re-appointed as Independent Non-executive Director of the Company from
23.11.2024 to 22.11.2029 for a term of five years.

• Mrs. Shipra Singh Rana was appointed as Whole time Director by the Board of Directors on 30.07.2024
for a term of five years.

All the above appointments are subject to approval of shareholders in Annual General Meeting.

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S
OPERATIONS IN FUTURE.

There are no significant and material orders passed by the regulators or courts or tribunals which impact the
going concern status and Company’s operations in future except to the extent disclosed at point No. 21 of the
Director’s Report.

It is hereby informed that a Forensic Audit and an investigation were being conducted by SEBI through its CFID
Department.SEBI through its order dated 21^st February, 2024 has ordered various directions. The Company has
filed an appeal in the Tribunal against the order of SEBI.The matter is sub-judice.

The Company had taken External Commercial Borrowing (ECB) from Banyan Tree Bank Ltd., Mauritius,
and there were disputes regarding the repayment of the balance amount of the ECB loans to Banyan Tree
Bank Ltd. Banyan Tree Bank Ltd., was acquired / taken over by theBank. Silver Bank (formerly known as
Banyan Tree Bank Ltd.) filed a case in the court. The debt of Silver Bank has been paid through assignment
of Debt. Silver Bank filed an affidavit with NCLAT that no dues are receivable from the Company so the
matter has been disposed off.

28. INTERNAL FINANCIAL CONTROLS

Details of internal financial control and its adequacy in compliance with the provisions of Rule 8 (5)(viii) of
Companies (Accounts) Rules, 2014 are included in the Management Discussion and Analysis Report, which
forms part of this Report.

29. DISCLOSURE AS PER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in
line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules thereunder. During the financial year ended March 31, 2024, no complaint
pertaining to sexual harassment was received by the Company. Further company confirms that the company has
complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

30. AUDIT COMMITTEE

The details pertaining to the composition of the audit committee are included in the Corporate Governance
Report, which is part of this report.

31. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
provided as Annexure F to this report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and
other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms
part of this Annual Report and is attached as Annexure-G.

32. STAKEHOLDERS RELATIONSHIP COMMITTEE

The details pertaining to the composition of the Stakeholder Relationship committee are included in the
Corporate Governance Report, which is a part of this report.

33. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

Your Company recognizes the value of transparency and accountability in its administrative and management
practices. The Company promotes the ethical behavior in all its business activities. The Company has adopted
the Whistle blower Policy and Vigil Mechanism in view to provide a mechanism for the directors andemployees
of the Company to approach Audit Committee of the Company to report existing/ probable violations of laws,
rules, regulations or unethical conduct.The Whistle Blower Policy has been posted on the website of the
Company (www.mescosteel.com)

34. CORPORATE GOVERNANCE

Report on Corporate Governance and Certificate of Practicing Company Secretary regarding compliance of the
conditions of Corporate Governance as stipulated in Part C of Schedule V of the SEBI (LODR) Regulations,
2015 are enclosed as part of this report.

35. COMPLIANCES WITH SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of
India.

36. FRAUD REPORTING

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of
Directors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year.

37. ACKNOWLEDGEMENTS

The Board expresses its sincere gratitude to the shareholders, bankers/lenders, Investors, vendors, State and
Central Government authorities and the valued customers for their continued support. The Board also
wholeheartedly acknowledges and appreciates the dedicated efforts and commitment of all employees of the
Company.

By order of the Board
For and on behalf of
Mideast Integrated Steels Limited

Shipra Singh Rana
Director
DIN: 00137209

Place: New Delhi
Date: 30/07/2024