The Board of Directors of the Company is pleased to present the 08th (Eighth! Director's Report of your Company, together with the- Audited Financial Statements, Statutory Auditors’ Report and Secretarial Audit Report along with the annexure to the report and the Supplementary Report of the Comptroller and Auditor General of India (C&AG) for the year ended on 31st March 2023.

1. OPERATIONAL REVIEW /PERFORMANCE STATUS Steel Plant Project at Nagarnar, Chhattisgarh:

The State of the art 3.0 MTPA Integrated Steel plant at Nagarnar is at advanced stage of construction completion and reaching its commissioning phase. Conducting cold trial, preliminary Acceptance Test etc of individual as well as integrated test of equipment under various Technological packages are in progress as pre-commissioning activities. Pre-commissioning activity has been started with heating of Coke-Oven battery. MECON has been awarded with the job of O&M (Operation & Maintenance! of plant during commissioning and subsequent operation of the plant.

The plant will produce an impressive array of products viz. HR Plates, API - 5L Quality Plates Sheets, HR Coils. High Carbon Steel, Silicon Steel and Automotive Steel.

The plant of the Company is a green-field Steel Plant in Chhattisgarh, which is expected to commence its operation in the Second Quarter of FY 2023-24. Commissioning activities started with the start of Coke Oven Battery# 1 in October 2022 along with By Product Plant & Part of Raw Material Handling . Coke Oven Battery #2 has been taken up for operation from 24.04.2023. Both the batteries are under stabilization. All auxiliary units/services like Main Receiving Station (MRSI, Plant Power Distribution System IPPDS), Water Supply compressed air station (CAS), DG Station and Centrol stores are ready. Sinter Plant was put on hot trails on 19.04.2023. Oxygen Plant Stream-2 was put into operation

wef 21.04.2023. Commissioning activities of Oxygen Plant-Stream-1 are under progress. Pro commissioning activities m other major units- Blast Furnace, Steel Melting Shop ISMS). Thin Slab Caster ITSM) and Hot Strip Milt IHSMI are in progress. Further, NSL commenced trail production of Hot Rolled Coils from its Rolling Mill on 30th June 2023.

2. FINANCIAL RESULTS:

The plant of the company is under construction and the commencement of commercial operation is yet to be started. Hence no Profit/Loss has been reported during the period ended 31st March, 2023. The Expenditure relating to Salaries & Wages, Raw material consumed. Operation & maintenance, all other expenses have been booked under Capital Working-in Progress ICWIP) as Incidental Expenditure during Construction.

3. TRANSFER TO RESERVE:

The Company has not transferred any amount to the general reserves during the financial year 2022-23. Further, by virtue of the demerger order, an amount of Rs. 14,117.97 Crore which was invested by NMDC out of its free reserves has been credited to the Capital Reserve.

4. DIVIDEND:

The Board did not recommend any dividend for the financialyearendedon31st March 2023.

5. SHARE CAPITAL: The details of the Share capital are as follows:

al Authorized Share Capital

Pursuant to the order of demerger Iron & Steel plant of NMDC Limited INISP) has been transferred to NMDC Steel Limited as the resulting Company to take up the activity independently. The Company has increased its Authorized Share Capital from Rs. 30 Lacs to Rs. 3000 Crore by passing a resolution of shareholders in its Extra-Ordinary General Meeting on U/10/2022.

As on 31/03/2023, the Authorized share capital of the Company is of Rs. 30,00,00,00,000 (Rupees Three Thousand Crore Only) divided into Rs. 3,00,00.00,000 IThree Hundred Crore Only) equity shares of Rs 10/- each.

b) Paid-up Share Capital

NMDC Limited had invested Rs. 17048 Cr in construction of the Integrated Steel Plant. In consequence of demerger the Board of Directors of NMDC Steel Limited INSL) has allotted 293,06,05,850 |Two Hundred Ninety Three Crore Six L3CS Five thousands Eight Hundred and Fifty) equity shares to the shareholders of NMDC Limited iDemerged Company) and all the existing equity shares of NSL stand cancelled. The rest of the amount was treated as Capital Reserve consequent up on the order of the Demerger.

As on 31/03/2023, the Paid-up Share Capital of the Company is of Rs. 2930,60,58,500/- (Rupees Two Thousand Nine Hundred Thirty Crore Sixty Lacs Fifty Eight Thousands Five Hundred only) divided in to 293,06,05,850 (Two Hundred Ninety Three Crore Six Lacs Five Thousand Eight Fifty Only) equity shares of Rs. 10/-each.

6. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes occurred or commitments made by the Company from the end of the financial year i.e. between 01.04.2023 till the date of this report which is having effect on the financial position of the Company.

7. DEPOSIT:

During the financial year the Company has not accepted any deposit within the meaning of the section 73 of the Companies Act, 2013 and rules framed there under.

8. PARTICULARS OF LOAN, GUARANTEES OR INVESTMENT:

During the financial year, the Company has not given any loan or guarantees or not made any investment which is covered under the provisions of the section 186 of the Companies Act. 2013.

9. INTERNAL CONTROL SYSTEM ANDTHEIR ADEQUACY:

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. Further, the Company has adequate Internal financial control system over financial reporting and such internal financial Control is operating effectively.

10.STATUS OF SUBSIDARY, JOINT VENTURE AND ASSOCIATE COMPANY:

The Company does not have any subsidiary, joint venture or associate company during the financial year ended 31 st March, 2023.

The position of the Key Managerial Personnelof the Company as on 31/03/2023 and thereafter was as under-

1. Shri Amitava Mukherjee Director Finance was given an additional charge of CFO w.e.f. 01/03/2023

2. Shri Chiman Lai Agrawal was appointed as the Whole time Company Secretary w.e.f. 05/04/2023.

The main reason of changes in the Directors of the Company was due to nominations made by the Ministry of Steel, Government of India iGol). The Board place on record its deep appreciation for the valuable services rendered and contribution made by them during their tenure as Directors of t he Company.

12.INDEPENDENT DIRECTORS, AUDIT COMMITTEE. NOMINATION & REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIPCOMMITTEE:-

In terms of Section 2165) of the Companies Act, 2013, the NMDC Steel Limited is a Government Company and pursuant to the Article 73 and 74 of Articles of Association of the Company, the power of appointment of Directors on the Board of the Company vests with the Hon'ble President of India (through Administrative Ministry i.e. Ministry of Steel, Government of India). As on 31.03.2023, there were 5 If ive) Directors on the Board of the Company comprising of 3 (three) Functional Directors including CMD and 2 Itwo) Government Nominee Directors; however, the nomination and appointment of Independent Directors is yet to be madeand therefore ason the date, there is no Independent Director including Independent Woman Director on the Board of the Company. Though the Company has Ms. Sukriti Likhi Government Nominee as a Woman Oirector on the Board.

Therefore, the Company is not in a position to constitute the Audit Committee, Nomination & Remuneration Committee and Stakeholders' Relationship Committee. Accordingly, no meetings of the Board-level Committees were held during the period under review. The same were disclosed to the Stock Exchanges while listing the shares of the company and also while seeking exemption from SEBI under Rule 19l2)lb| of the Securities Contracts IRegulationl Rules, 1957.

The company is in constant communication with the controlling Ministry i.e. Ministry of Steel, Govt, of India requesting them to appoint requisite number of Independent Directors including Woman Independent Director on the Board of the Company to enable the company to fulfill the requirements of the SEBI LODR Regulations, 2015 and Companies Act, 2013.

13. DIRECTORS& KMP'sREMUNERATION:

NMDC Steel Ltd., being a Government Company, the terms and conditions of appointment and remuneration of Functional Directors are determined by the Government through its administrative Ministry, Ministry of Steel. However, since the Functional Directors of NMDC Ltd. are also acting as Functional Directors of NMDC Steel Ltd. on co-terminus basis in terms of Order received from Ministry of Steel. Government of India, therefore none of the Functional Directors draw any remuneration from the Company neither in capacity of Director or KMP. Further Nonexecutive Part-time Official Directors also do not draw any remuneration. Further, no remuneration has been paid to KMP during the FY 2022-03.

14. BOARD MEETINGS

During the year under review. 7 meetings of the Board

08 NMDC STEEL LIMITED

were held. Details of the 8oard Meeting are given under Corporate Governance Section of the Annual Report.

15.STATEMENT ON DECLARATION BY INDEPENDENT DIRECTOR AND SEPARATE MEETING OF INDEPENDENTDIRECTOR:

Since the appointment of independent directors is awaited, therefore no separate meeting was held of Independent Directors.

16. AUDITORS:

(1| Statutory Auditors: The Comptroller & Auditor General of India (C&AG) has appointed M/s M/s N G Rao & Associates, Chartered Accountants. Hyderabad |TG) as the Statutory Auditors of the Company for the financial year 2022-23. Nomination for the statutory auditor for the financial year 2023-24 yet to be received from CAG. The observations of the Statutory Auditors' Report along with the reply of the management will be enclosed as Annexure-I

I2I The C& AG Audit: The Comments of C&AG under the Companies Act. 2013 on the accounts of the Company for the year ended on 31st March. 2023 will be Annexed to this Report Annexure-ll.

131 Secretarial Auditors: In terms of section 204 of the Companies Act, 2013 M/s. B. R. Agrawal & Associates (Proprietor Shri Brajesh R. Agrawal,) Practicing Company Secretary, Raipur IC.G.) has been appointed as the Secretarial Auditor of the Company for the financial year 2022-23. The Secretarial Audit report along-with the reply of the Management on the observations of the Auditor will be enclosed at Annexure-lll.

(6) InternalAuditor: In terms of section 138 of the Companies Act, 2013, M/s Roy Chowdhary & Moitra, Kotkata has been appointed as the Internal Auditor of the Company for the 3rd and 4th Quarter of the financiatyear 2022-23.

17. DIRECT0RS' RESPONSIBILITY STATEMENT:

Your Directors make the following statements in terms of Section 134(3)(c| of the Companies Act, 2013 based on the representations received from the operating management and Chief Financial Officer of the Company:

lalThat in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

lb)That your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period.

(c) That your Directors have 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; IdlThat your Directors have prepared the annual accounts on a going concern basis; and lei That your Directors have laid down Proper internal financial controls to be followed by the Company and that such financial control are adequate and were operating effectively; and

If) That your Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. PARTICULARS OF EMPLOYEES UNDER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

Pursuant to the scheme of demerger and order dated 06/10/2022, NMDC has to handhold NSL and accordingly, the NMDC Limited has deputed its senior employees and executives to NMDC Steel Limited.

Since the NMDC has paid all the remuneration to the employees deputed in NSL, therefore the reporting under rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable. The statement showing the name and other particulars of the top ten employee in terms of remuneration as required under rule 5121 & |3) of the Companies (Appointment and Remuneration of Managerial Personnel! Rules, 2014 is as under- not required to be furnished since the Company has not paid any remuneration to the deputed employees.

19. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO UNDER COMPANIES (ACCOUNTS) RULES. 2014

The Plant of the company is under constructions and commencement ol commercial operations is yet to be started. Accordingly, specific disclosures under the provisions of Companies lAccountsI Rutes 2014, the information regarding conservation of energy, technology absorption, foreign exchange earnings 3nd out go concerning your Company is not possible.

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

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

21.SIGNIFICANT AND MATERIAL ORDER PASSED BYTHE REGULATORS OR COURT:

During the financial year under review, the Ministry of Corporate Affairs has passed following order:-

a. Order for demerger of NISP has been passed by MCA on 06/10/2022 and accordingly the assets and Liability of NISP plant of NMDC limited has been transferred from NMDC Limited to NMDC Steel Limited. The Company NMDC Steel Limited was originally incorporated as a Government Private Limited Company. However, with effect from 04/11/2022, the status of the Company has been

29. MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost accounts and records and to conduct cost audit as per the requirements of section-148 of the Companies Act. 2013 and the Rules framed there under.

30. VIGIL MECHANISM

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

The said policy has been properly communicated to alt the directors and employees of the Company through the respective departmental heads and the new employees are being informed about the Whistle Blowen Policy by the Personnel Department at the time of their joining and also placed in the website of the Company.

31.INTERNAL FINANCIAL CONTROLS

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

32. CORPORATE GOVERNANCE REPORT:-

Pursuant to provisions ol Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Statutory Auditors confirming compliance and a certificate of non disqualification of directors from Practicing Company Secretary forming an integral part of this Report is given as Annexure-V.

33. BUSINESS REPONSIBILITY AND SUSTAINABILITY REPORT

The 'Business Responsibility and Sustainability Report’ (BRSR) of your Company for the year 2022-23 forms part of this Annual Report as required under Regulation 34(2l(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given as Annexure-VI. Your Company strongly believes that sustainable and inclusive growth is possible by using the levers of environmental and social responsibility while setting targets and improving economic performance to ensure business continuity and rapid growth.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

35. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to provisions of section 135(11 of the Companies 10 NMDC STEEL LIMITED

Act, 2013 every Company having net worth of Rs. 500 crore or more, or turnover of Rs. 1000 crore or more, or net profit of Rs. 5 crore or more in the immediately preceding financial year are required to constitute CSR Committee. On the basis of aforesaid financial parameters, the Company did not fall under any of the aforesaid criteria during the financial year 2022-23. Therefore, the provisions of the CSR were not applicable to the Company for the financial year 2022-23.

However, the provisions of the CSR are applicable on the Company for the financial year 2023-2024 due to the net-worth of the Company is more than 500 Crore.

5ince the Company has not commenced its commercial operation during the Financial 2022-23 thus the Company has not earned any profit, therefore it is not required to constitute CSR Committee.

The CSR policy of the Company is under preparation and will be placed on the website of the Company http://www.nmdcsteel.nmdc.co.in.

36. FRAUD REPORTED UNDER SECTION 143(12):

During the financial year the Company, there were no cases occurred which is falling under seclion 143112) of the CompaniesAct.2013.

37. PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year, no application was made by the Company or proceeding was pending against the Company under the Insolvencvand BankruptcyCode, 2016.

38. DIFFERENCE IN VALUATION AT THE TIME OF ONETIME SETTLEMENT AND VALUATION WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

No one time settlement was done or loan was taken from the Banks or Financial Institutions and hence no valuation in this regard was done during the year.

39. ACKNOWLEDGEMENT:

The Board acknowledges the assistance, support and valuable guidance given to the Company by Ministry of Steel, Government of India, NMDC Ltd, Shareholders, Bankers/Lenders, Investors, Vendors. Auditors, Consultants, State and Central Government authorities and stake holders of the Company. The Board also wholeheartedly acknowledges and appreciates the dedicated efforts and commitment of all employees of the Company.

FOR. NMDC Steel Limited Amitava Mukherjee

Chairman & Managing Director (Addl. Charge) DIN:08265207

Date: 22nd July. 2023 Place: Hyderabad