Your Directors have pleasure in presenting Thirty-Second [32^nd] Annual Report of Scan Steels Limited ['The Company'],
together with the Audited Financial Statements [standalone and consolidated] for the Financial Year ended March 31,2025.

HIGHLIGHTS OF FINANCIAL PERFORMANCE

The financial highlights of the company, on standalone and consolidated basis, for the financial year ended March 31,2025
is summarized below:

(' n Lacs)

* The financial highlights of the associate company are attached as Annexure II and forms part of this Annual report

ACCOUNTING STANDARDS

The Company has followed Indian Accounting Standards
[Ind AS] issued by the Ministry of Corporate Affairs in the
preparation of its financial statements.

OVERVIEW

During the year under review, On Standalone basis, the
Revenue from operations of the Company for FY 2024-25
was Rs. 78919.93 Lakhs as compared to Rs. 96541.32
Lakhs for FY 2023-24 registering a flat trajectory of
[18.25%]. The profit after tax [“PAT”] attributable to
shareholder for FY 2024-25 was Rs. 1960.50 Lakhs as
against Rs. 1773.01 lakhs for FY 2023-24 registering a
growth of 10.57%.

On a Consolidated basis, the Revenue from operations of
the Company for FY 2024-25 was Rs. 78919.93 Lakhs
as compared to Rs. 96541.32 Lakhs for FY 2023-24
registering a flat trajectory of[ 18.25%]. The profit after tax
[“PAT”] attributable to shareholder for FY 2024-25 was Rs.
2165.20 Lakhs as against Rs. 2105.44 lakhs for FY 2023¬
24 registering a growth of 2.84%.

*Note: The figures are in bracket shows negative.

On a Standalone basis, Earnings per share was ' 3.35
[Basic] and [Diluted] stood at in FY 2024-25 as compared
to ' 3.39 [Basic] and ' 3.37 [Diluted] in FY 2023-24.

On a Consolidated basis, Earnings per share was ' 3.69
[Basic] and [Diluted] stood at in FY 2024-25 as compared
to ' 4.02 [Basic] and ' 4.00 [Diluted] in FY 2023-24.

The company's Financial Statements have been prepared
in compliance with the Indian Accounting Standards [Ind-
AS] as notified under the Companies [Indian Accounting
Standards] Rules, 2015, in accordance with Section 133 of
the Companies Act, 2013, and other applicable provisions
of the Act. The annual accounts have been prepared without
any significant deviations from the prescribed accounting
norms.

The company ensures timely adoption of new or amended
Ind-AS as applicable, and any material impact arising from
such changes is appropriately disclosed in the financial
statements.

The financial reporting process involves a thorough review
by the finance team and consultation with external auditors
to ensure adherence to statutory requirements.

DIVIDEND

Considering the financial performance for the year
ended March 31, 2025, your Board of Directors has not
recommended any dividend on equity shares as well as on
preference shares.

LISTING OF EQUITY SHARES

The Company's equity shares are listed on the following
Stock Exchange:

(i) BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street,
Mumbai - 400 001, Maharashtra, India;

PROSPECTS

In terms of Regulation 34(2)(e) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, a report
on the Management Discussion and Analysis covering
prospects is provided as a separate section in this Annual
Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on the Management Discussion & Analysis
as required in terms of the SEBI Listing Regulations is
provided as a separate section in the Annual Report.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCTION AND PROTECTION FUND

Your Company did not recommend any dividend therefore
there were no such funds which were required to be
transferred to Investor Education and Protection Fund
(IEPF).

TRANSFER TO RESERVE

During the financial year 2024-25, no amount has been
transferred to reserve account.

DETAILS OF SUBSIDIARY/JOINT VENTURES/
ASSOCIATE COMPANIES

The company does not have and/or no company has
become subsidiary or joint venture company during the year
under review, but two body corporates and partnership firm
have become associates during the year under review. The
associate body corporates and partnership firms engaged
in the business of rental income of commercial property,
manufacturing and trading of steel products, and carrying
and transportation of goods, which makes logistic activities
feasible for the company and helps in uninterrupted material
movement, which in turn gives cost proposition benefits to
our dealers. The investments are made in the associates for
earning profits.

For FY 2024-25, the share of profit is Rs. 199.43 lakhs,
which is a marginal one for the year being the first year
of investment. The management is in the opinion that the
company shall earn a handsome profit in the future and the
associates shall contribute a lot in the future.

The Company has, in accordance with provisions of Section
129(3) of the Companies Act, 2013 (“Act”), prepared
consolidated financial statements of the Company and
all its associates which forms part of the report. Further,
as per rule 5 of Companies (Accounts) Rules, 2014, a
statement containing the salient features of the financial
statements of the Company's associates in Form AOC-1
is attached as Annexure I and highlights of performance/
Financial Position of associates companies during the
period under review as required under [Rule 8 of the
Companies (Accounts) Rules, 2014] Read with Section
129(3) of the Companies Act, 2013 and applicable rules
thereunder is attached as Annexure II is forming part of
the consolidated financial statements.

In accordance with the provisions of Section 136 of the
Act and the amendments thereto, read with the SEBI LODR
Regulations, the audited financial statements, including the
consolidated financial statements and related information
of the Company and financial statements of the Associate
companies are available on the website of the Company at
www.scansteels.com.

No companies have ceased to be subsidiaries or joint
ventures or associate companies during the FY 2024-25
hence no details regarding the same needs to be furnished.

The names of companies that have become associates as
per Section 2(6) of the companies Act, 2013 during the
year under review are as follows:

*w.e.f Quarter ended on March 31, 2025.

FIXED DEPOSITS COVERED UNDER CHAPTER V OF THE
COMPANIES ACT, 2013

Pursuant to Section 73, 74 & 76 Rule 8[5][v] of Companies
[Accounts] Rules, 2014. The details relating to deposits,
covered under Chapter V of the Act are as follows: -

a. accepted during the year - 'Nil

b. remained unpaid or unclaimed as at the end of the year
-Nil

c. whether there has been any default in repayment of
deposits or payment of interest thereon during the year
and if so, number of such cases and the total amount
involved -

i. at the beginning of the year - Nil

ii. maximum during the year - Nil

iii. at the end of the year - Nil

There was No default in repayment of deposits or payment
of interest thereon during the year by Company and
accordingly No details to be provided by the Company in this
regard.

The details of deposits which are not in compliance with
the requirements of Chapter V of the Act -

Your Company has not accepted any deposits which are not
in Compliance with the requirement of Chapter V of the Act.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there are no changes in the
nature of business. The Company is continuing into the Steel
Manufacturing Business.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL
FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS.

INTERNAL CONTROL SYSTEMS AND AUDIT OVERVIEW

The Company has in place adequate internal financial controls
with reference to financial statements, commensurate with
the size and nature of its business, forms an integral part of
the Company's corporate governance policies.

INTERNAL CONTROL

The Company has a proper and adequate system of
internal control commensurate with the size and nature
of its business. Internal control systems are integral to the
Company's corporate governance policy.

Some of the significant features of internal control systems
include:

• Documenting of policies, guidelines, authorities and
approval procedures, encompassing the Company's all
primary functions.

• Ensuring complete compliance with laws, regulations,
standards and internal procedures and systems.

• De-risking the Company's assets/resources and
protecting them from any loss.

• Ensuring the accounting system's integrity proper and
authorised recording and reporting of all transactions.

• Preparing and monitoring of annual budgets for all
operating and service functions.

• Ensuring the reliability of all financial and operational
information.

• Forming an Audit committee of the Board of Directors,
comprising majority of Independent Directors. The Audit
Committee regularly reviews audit plans, significant
audit findings, adequacy of internal controls, monitors
implementation of audit recommendations and
compliance with accounting standards and so on.

• Forming a comprehensive Information Security Policy
and continuous up-gradation of IT Systems.

As per the Regulation 9A - Institutional Mechanism for
Prevention of Insider trading via Notification December 31^st,
2018 SEBI (Prohibition of Insider Trading) (Amendment)
Regulation, 2018 below mentioned points were also
included in internal controls:

a) all employees who have access to unpublished price
sensitive information are identified as designated
employee;

b) all the unpublished price sensitive information shall be
identified and its confidentiality shall be maintained as
per the requirements of these regulations;

c) adequate restrictions shall be placed on communication
or procurement of unpublished price sensitive
information as required by these regulations;

d) lists of all employees and other persons with whom
unpublished price sensitive information is shared shall
be maintained and confidentiality agreements shall be
signed or notice shall be served to all such employees
and persons;

e) all other relevant requirements specified under these
regulations shall be complied with;

f) periodic process review to evaluate effectiveness of
such internal controls.

The internal control systems and procedures are designed
to assist in the identification and management of risks, the
procedure-led verification of all compliance as well as an
enhanced control consciousness.

INTERNAL AUDIT

The Company has a strong internal audit department
reporting to the Audit Committee comprising Directors and
Independent Directors who are experts in their field. The
scope of work, authority and resources of Internal Audit (IA)
are regularly reviewed by the Audit Committee and its work
is supported by the services of M/s. P.A. & Associates,
Chartered Accountants, (Odisha), PAN No. of the Firm:
AAFFP2414G, ICAI Registration No. 313085E, the
Internal Auditor of the Company.

The Company continued to implement their suggestions and
recommendations to improve the control environment. Their
scope of work includes review of processes for safeguarding
the assets of the Company, review of operational efficiency,
effectiveness of systems and processes, and assessing the
internal control strengths in all areas.

Internal Auditors findings are discussed with the process
owners and suitable corrective actions taken as per the
directions of Audit Committee on an ongoing basis to
improve efficiency in operations.

Through IA function the Board obtains the assurance it
requires to ensure that risks to the business are properly
identified, evaluated and managed. IA also provides
assurance to the Board on the effectiveness of relevant
internal controls.

Audit plan and execution

The internal audit department prepares a risk-based audit
plan at the start of the year. The frequency of audit is
decided by risk ratings of areas functions. The audit plan is
carried out by the internal team. The audit plan is reviewed
periodically to include areas which have assumed significant
importance in line with the emerging industry trend and the
aggressive growth of the Company.

In addition, the audit committee also places reliance on
internal customer feedback and other external events for
inclusion of areas into the audit plan.

INTERNAL FINANCIAL CONTROLS

As per Section 134 (5) (e) of the Companies Act 2013, the
Directors have an overall responsibility for ensuring that the
Company has implemented robust systems and framework
of internal financial controls. This provides the Directors
with reasonable assurance regarding the adequacy
and operating effectiveness of controls with regards to
reporting, operational and compliance risks. To enable them
to meet these responsibilities, the Company has devised
appropriate systems and framework including proper
delegation of authority, policies and procedures, effective
IT systems aligned to business requirements, risk based
internal audit framework, risk management framework and
whistle blower mechanism.

These internal controls are reviewed by internal and
statutory auditors every year. The Audit Committee regularly
reviews the internal control system to ensure that it remains
effective and aligned with the business requirements.
Where weaknesses are identified as a result of the reviews,
new procedures are put in place to strengthen controls.
These are in turn reviewed at regular intervals.

The Company has developed a framework for designing and
assessing effectiveness of internal controls over financial
reporting and Financial Statements and has already laid
down entity level policies and process level standard
operating procedures.

The entity level policies comprise anti-fraud policies (code
of conduct, including conflict of interest, confidentiality
and whistle-blower policy) and other policies (organization
structure, roles and responsibilities, insider trading
policies and code of conduct, HR policy, related party
policy, prevention of sexual harassment policy, IT security
policy, business continuity and disaster recovery plan and
treasury risk management policy). The Company has also
prepared Standard Operating Practices (SOP) for each of
its processes of revenue to receive, procure to pay, hire to
retire, finance and accounts, fixed assets, treasury, inventory,
manufacturing operations, and administrative expenses.

Directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and during the
year, such controls were tested and no reportable material
weakness in the design or operation were observed and
such systems were adequate and operating effectively.

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, the work performed by the internal, statutory and
secretarial auditors and external consultants, including the
audit of internal financial controls over financial reporting
by the statutory auditors and the reviews performed by
management and the relevant board committees, including
the audit committee, the Board is of the opinion that the
Company's internal financial controls were adequate and
effective during FY 2025.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

SEBI carried out amendments to the SEBI (LODR)
Regulations, 2015 (SEBI Listing Regulations) vide the
SEBI (Listing Obligations and Disclosure Requirements)
(Sixth Amendment) Regulations, 2021 wherein certain
amendments into force from April 1,2022 while remaining
would come into force from April 1,2023 onwards.

Regulation 23(1) and (4) states that all RPTs with an
aggregate value exceeding 01,000 crares or 10% of annual
consolidated turnover of the Company as per the last audited
financial statements of the Company, whichever is lower, shall
be treated as Material Related Party Transaction (MRPTs)
and shall require approval of shareholders by means of an
ordinary resolution. The provisions of Regulations 23(4)
requiring approval of the shareholders are not applicable
for the RPTs entered into between a holding company and
its wholly owned subsidiary and RPT transactions entered
into between two wholly-owned subsidiaries of the listed
holding company, whose accounts are consolidated with
such holding company and placed before the shareholders
at the general meeting for approval.

The said limits are applicable, even if the transactions are in
the ordinary course of business of the concerned company
and at an arm's length basis. The amended Regulation 2(1)
(zc) of the SEBI Listing Regulations has also enhanced the
definition of related party transactions which now includes
a transaction involving a transfer of resources, services or
obligations between a listed entity or any of its subsidiaries
on one hand and a related party of the listed entity or any
of its subsidiaries on the other hand, regardless of whether
a price is charged or not. Further, any transaction between
the Company or any of its subsidiaries on one hand, and any
other person or

entity on the other hand, the purpose and effect of which
is to benefit a related party of the listed entity or any of its
subsidiaries would be considered as RPTs regardless of
whether a price has been charged.

Accordingly, RPTs of the Company and RPTs of the subsidiary
entities exceeding the threshold of ' 1,000 crores or 10%
of annual consolidated turnover of the Company as per the
last audited financial statements of the Company, whichever
is lower, shall require approval of the Shareholders of the
Company with effect from April 1,2022 onwards.

(Note: Company has no subsidiaries hence provisions
related to subsidiary companies are not applicable.)

All contracts / arrangements / transactions entered by
the Company during the financial year with related parties
referred to in Section 188 (1) of the Companies Act, 2013
read with SEBI Listing Regulations were approved by Audit
Committee and were in the ordinary course of business and
on an arm's length basis and Detail of which is furnished in
the Annexure 'A' in Form AOC-2 attached with this Report in
compliance with Section 134 (3) (h) read with188 (2) of the
Companies Act, 2013.

Further, there are no materially significant related party
transactions made by the Company with Promoters, Directors,
Key Managerial Personnel or other designated persons which
may have a potential conflict with the interest of the Company
at large. All Related Party Transactions are placed before the
Audit Committee (read with SEBI LODR (Third) amendment
Reg. 2021) as also the Board for approval.

The Company has developed an Internal Guide on Related
Party Transactions Manual and prescribed, Standard
Operating Procedures for purpose of identification and
monitoring of such transactions. Moreover, on the
recommendations of the Audit Committee, your Board
from time to time has devised the Policy on Related Party
Transactions to incorporate the regulatory amendments
to the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 read with provisions of the Companies Act, 2013.

The Policy on materiality of related party transactions and
dealing with related party transactions as approved by
the Board may be accessed on the Company's website
at https://scansteels.com/policies-and-code/- Investor
Relations Segment. The Policy intends to ensure that
proper reporting; approval and disclosure processes are
in place for all transactions between the Company and
Related Parties. This Policy specifically deals with the review
and approval of Related Party Transactions keeping in mind
the potential or actual conflicts of interest that may arise
because of entering into these transactions.

The Board has approved the criteria to grant omnibus
approval by the Audit Committee. Prior omnibus approval is
obtained for RPT that are of repetitive nature and entered
in the ordinary course of business and are at arm's length.
All Related Party Transactions are placed before the Audit
Committee for review and approval (read with SEBI LODR
(Third) amendment Reg. 2021).

All Related Party Transactions are subjected to independent
review by a reputed accounting firm to establish compliance
with the requirements of Related Party Transactions
under the Companies Act, 2013 and Regulation 23 of the
Securities and Exchange Board of India (Listing Obligation
and Disclosure Requirements) Regulations, 2015.
None of the Executive Directors except payment of their
remuneration and Independent Directors except payment of
their sitting fees have any material pecuniary relationships
or transactions vis-a-vis the company. Details of related
party transactions entered into by the Company, in terms
of Ind AS-24 have been disclosed in the note no. 30 to the
standalone/consolidated financial statements forming
part of this Report & Annual Accounts 2024-25.

ISO CERTIFICATION

Your company is having status of ISO 9001, ISO 14001
and ISO 45001, ISI 1786, IS 2062 & IS 2830 certification,
which is internationally recognized for the production, quality

control and Environmental as well as OHSAS respectively.
Your company has retained its TS 16949 certifications for
its quality management.

CREDIT RATING

During the year, the rating of the company has been re¬
affirmed to CRISIL BBB /Stable Outlook (CRISIL Triple
B Plus with Stable Outlook) for Long Term Debt and Fund
Based Facilities and CRISIL A2 (CRISIL A Two Plus) for
Short Term Non-Fund based Facilities from CRISIL Ratings
Limited.

The Ratings derives strength from the experienced
promoters and management team, long track record and
established presence in the steel making, diversified product
portfolio, growth in scale of operation along with moderate
capital structure and debt protection metrics.

AUTHORITY TO DETERMINE MATERIALITY OF AN EVENT
AND DISCLOSURE OF THE SAME TO STOCK EXCHANGE
UNDER REGUALTION 30(5) OF SEBI (LISTING
OBLIGATIONS AND DISCLOSURE REQUIREMENTS)
REGAULTION, 2015

Mr. Ankur Madaan, Whole- Time Director, of the Company,
and Mr. Prabir Kumar Das, Company Secretary and
Compliance Officer of the Company and Mr. Kalyan Kiran
Mishra, Chief Financial Officer of the Company authorized
by the Board for the purpose of determining the materiality
of an event or information, in terms with the Company's
Policy on disclosure of material event / information and
archival policy to comply with the Provisions of Regulation
30 (5) of the SEBI ( Listing Obligations and Disclosure
Requirements) Regulations, 2015 and they are jointly and
severally authorized to make necessary disclosure to stock
exchanges regarding the same on behalf of the Company.

BRANDING INITIATIVE

The “SHRISTII” brand for its TMT bars is well accepted
in the market in varied segments and sectors with
wide customer base. For us, the central focus of all our
marketing and branding efforts is the customer. There is
a strong emphasis on expanding our presence across
various sectors and elevating the brand's worth through
carefully crafted marketing initiatives that aim to increase
awareness and consideration. Our marketing strategy aligns
seamlessly with our organizational objective of emerging as
the one of the leading producers in the market, specialising
in premium products that provide exceptional value to our
customers.

INSURANCE

The Assets of the company are adequately insured against
the loss of fire, riot, earthquake, loss of profit etc, and other
risk which is considered by management, in addition to this
coverage, a statutory public liability insurance policy has
been taken by the company for providing coverage against
the public liability arising out of industrial accidents for
employees working in plants.

CUSTOMER RELATIONSHIP

Customer expectations and steel demand are evolving,
along with the channels for product and service delivery.
India's rapid urbanisation necessitates faster construction,
making modularisation crucial for shorter building times and
enhanced aesthetics. Rising per capita income is boosting
demand for consumer goods, white goods, and automobiles.
Additionally, digital commerce is growing its influence in
heavy industries. This shift towards digital platforms is
reshaping how products and services are delivered in the
steel sector. The integration of technology in construction
and manufacturing is becoming increasingly important.

We believe that long-term collaborative relationships ensure
strong market presence and retention in chosen segments.
The company's offerings target the needs of its discerning
customers, emphasizing quality and performance. We
aim at serving our customers through strong brand(s),
differentiated products, services, and solutions, engineering
support, partnering for growth, and a reliable supply chain
network. We are aiming to become the supplier of choice,
delivering premium products and services, and creating
value for our customers.

We recognise that effective stakeholder engagement is
crucial to the sustainability and success of our operations.
Engaging in meaningful dialogue with our diverse
stakeholders, we gain a deep understanding of their needs
and expectations. Regular and structured interactions
provide us with actionable insights essential for refining our
strategic planning processes. This continuous exchange
enables us to make well-informed decisions and implement
practices that address stakeholder concerns, reinforcing
responsible business conduct. We also engage through
vendor meetings, vendor feedback mechanisms, holding
meetings to connect with strategic suppliers, and also
through other physical and digital means.

BANKERS AND CONSORTIUM ARRANGEMENT

The company has a consortium arrangement with its
bankers, the State Bank of India and Punjab National Bank.
The State Bank of India is the lead bank. This consortium

arrangement is well defined and takes care of the
company's credit facility requirements from time to time.
The consortium meetings are held quarterly on a regular
basis, and they also visit the company's plant from time to
time as per their requirements.

ENVIRONMENT, HEALTH AND SAFETY

Your Company remains fully committed to upholding the
highest standards of legal compliance and operational
excellence in all aspects of Health, Safety, and Environmental
(HSE) management. During the year under review,
the Company continued to focus on energy and water
conservation, enhanced utilization of renewable energy
sources, and efforts to minimize waste generation across
operations. These initiatives are in alignment with the
Company's broader goals of sustainable development and
environmental stewardship.

In line with this commitment, the management has
actively fostered a culture of safety and well-being across
the organization. The Company organizes routine fire
safety drills, along with periodic health check-ups for both
permanent and contractual employees, ensuring proactive
care and risk prevention at the workplace.

The Company recognizes that safety is not a one-time
initiative but an ongoing journey of continuous improvement.
Accordingly, it has outlined future plans aimed at further
enhancing the overall workforce well-being, promoting a
proactive approach to health and safety, and embedding a
strong safety-first culture throughout all operational sites.

Additionally, your Company reaffirms its commitment to
providing a safe, healthy, and secure working environment
across all manufacturing units and office, thereby ensuring
a responsible and people-centric approach to organizational
growth.

CYBER SECURITY

For us, cybersecurity is a top priority. As we embed
digitalization into our operations, our business is more
susceptible to cyber threats. We have meticulously devised
ways through which we can protect our business and our
stakeholders through various vulnerability and breach
assessments, keeping ourselves updated as per industry
best practices.

At Scan Steels, cybersecurity is pivotal in fortifying our
digital infrastructure against evolving threats. Guided by a
proactive strategy overseen by our Risk Management Board
Committee, we ensure robust protection for our operations.

HUMAN RESOURCE DEVELOPMENT AND PERSONNEL

The company's human resources [HR] management
practices ensure fair and reasonable processes that are
compliant with regulatory and governance requirements.
HR Management focuses on key areas like fair wages,
a joint consultation system for working together, self-
supervised structures, robust reward and recognition
schemes, opportunities for learning and growth, and a
focus on employee well-being experience and engagement.
Employees excel and find fulfilment in workplaces that
prioritize purpose and maintain a strong organizational
culture. A purpose-driven work environment emphasizes
aligning employees' roles with meaningful goals and
values. This approach fosters engagement, satisfaction,
and commitment among employees, ultimately enhancing
productivity and overall success within the organization. We
continue with our efforts to increase our gender diversity,
and efforts are channelled towards implementing policies
and recruitment initiatives across the organisation.

Scan Steels continues to enhance its internal processes
and initiatives aimed at fostering a culture of continuous
improvement, prioritizing safety, ethics, environmental
stewardship, and community welfare. We aim at fostering
teamwork, nurturing talent, enhancing leadership capability,
and acting with pace, pride, and passion.

Employee health, safety, and holistic well-being; attracting
and retaining diverse talent; providing an inclusive and
positive work environment; and local sourcing of labour are
the important values of the organizational culture.

Scan Steels considers its human capital not just as
part of its business but also as the foundation of its
diverse business activities to achieve success. To ensure
performance excellence at all levels, we emphasize retaining
and grooming meritorious employees. The company is
committed to cultivating a culture of excellence, deep
stakeholder engagement, and agility.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with the requirements of section 135 of the
Act read with Companies (Corporate Social Responsibility
Policy) Rules, 2014, as amended from time to time, the
Board of Directors of the Company has duly constituted
a Corporate Social Responsibility [CSR] Committee.
The Company remains firmly committed to sustainable
development through the implementation of a well-defined
Corporate Social Responsibility [CSR] strategy. This strategy
places strong emphasis on respecting local communities
and cultures, protecting the environment, and conserving
natural resources and energy.

The Company's Corporate Social Responsibility [CSR]
initiatives are fully aligned with the provisions of Section
135 of the Companies Act, 2013. A brief summary of the
CSR activities carried out during the year, along with the
Company's CSR Policy, is provided in Annexure-B of this
Report, in the format prescribed under the Companies
(Corporate Social Responsibility Policy) Rules, 2014. The
complete CSR Policy, as approved by the Board of Directors,
is available on the Company's website and can be accessed
via the following link: https://scansteels.com/ssl-policies/.

Further details regarding the CSR Committee, including
its composition and responsibilities, are included in the
Corporate Governance Report, which forms an integral
part of the Company's Annual Report.

CORPORATE GOVERNANCE

Transparency is the cornerstone of your Company's
philosophy and all requirements of Corporate Governance
are adhered to both in letter and spirit. The Company
ensures that it evolves and follows the corporate
governance guidelines and best practices diligently, not just
to boost long-term shareholder value, but also to respect
rights of the minority. The Board is conscious of its inherent
responsibility to disclose timely and accurate information on
the Company's operations, performance, material corporate
events as well as on the leadership and governance matters
relating to the Company.

All the Committees of the Board of Directors meets at
regular intervals as required in terms of SEBI (Listing
Obligations & Disclosure Requirements) Regulations,
2015 and Companies Act. 2013. Your Board of Directors
has taken all necessary steps to ensure compliance
with all statutory requirements. The Directors and Key
Management Personnel of your Company have complied
with the approved 'Code of Ethics for Board of Directors and
Senior Executives' of the Company.

The Report on Corporate Governance as required under
the SEBI [Listing Obligations & Disclosure Requirements]
Regulations, 2015 forms part of this Annual Report.
The Auditors' Certificate on compliance with Corporate
Governance requirements is also attached to Directors
Report as Annexure ‘H'. Further as required under
Regulation 17[8] of SEBI [Listing Obligations & Disclosure
Requirements] Regulations, 2015, a certificate from the
Whole- Time Director & CFO is being annexed with this
Annual Report.

APPLICATION FOR “IN-PRINCIPLE APPROVAL” FOR
ISSUE AND ALLOTMENT OF 20,42,133 (TWENTY LACS
FORTY TWO THOUSAND ONE HUNDRED AND THIRTY
THREE) OPTIONALLY CONVERTIBLE REDEEMABLE
PREFERENCE SHARES (OCRPS) TO BE ISSUED ON A
PREFERENTIAL BASIS UNDER REGULATION 28(1) OF
THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE
REQUIREMENTS), REGULATIONS, 2015 TO BSE

The Board of Directors of the Company, at its meeting held
on March 31, 2025, approved the issue and allotment of
Optionally Convertible Preference Shares (OCPRS) and
further approved conducting the Postal Ballot process in this
regard. The Scrutinizer submitted his report on the results of
the Postal Ballot, and based on the said report, the resolution
was passed with the requisite majority. Accordingly, the
issue and allotment of OCPRS was duly approved.

The Company has made an application to the Bombay Stock
Exchange (BSE) for the issue and Allotment of 20,42,133
(Twenty Lacs Forty Two Thousand One Hundred And Thirty
Three) Optionally Convertible Redeemable Preference
Shares (OCRPS) to be issued on a Preferential Basis
under Regulation 28(1) of the SEBI (Listing Obligations
And Disclosure Requirements), Regulations, 2015.The
application is currently under consideration, and the
Company is awaiting the necessary approval (“In-principle
approval”). The Board will take appropriate steps to
complete the process upon receipt of such approval.

The Board assures the Members that necessary actions
will be undertaken to give effect to the allotment once the
requisite approval is received.

SHARE CAPITAL

Authorised Share Capital

The authorized share capital of the Company as on March
31, 2025 is Rs. 86,50,00,000 (Rupees Eighty Six Crore
Fifty Lakhs only) divided into 7,15,00,000(Seven Crore
Fifteen Lakhs) equity shares of ' 10/- (Rupees Ten) each
and 1,50,00,000(One Crore Fifty Lakhs) Non-cumulative
Optionally Convertible Redeemable Preference Shares of
' 10/- (Rupees Ten) each.

Issued/Subscribed/Paid Up Capital

The paid-up equity share capital as on March 31, 2025
and as on date is ' 58,60,22,950 (Fifty Eight Crore Sixty
Lakhs Twenty Two Thousand Nine hundred Fifty) divided into
5,86,02,295 (Five Crore Eighty Six Lakhs Two Thousand
Two Hundred Ninety Five) fully paid up Equity Shares of
' 10/- (Rupees Ten Only).

BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL (KMP)

Composition

The Company recognizes that a diverse and well-balanced
Board is fundamental to its sustained success and effective
governance. In alignment with the provisions of Section
149 of the Companies Act, 2013 and Regulation 17 of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, the composition of the Board reflects an
optimal mix of Executive and Non-Executive Directors.

The Board comprises individuals with a wide spectrum of
expertise, including industry knowledge, financial acumen,
legal insight, and operational experience. The Directors
also bring in diverse regional, cultural, and geographical
perspectives, which contribute meaningfully to informed
decision-making and help maintain the Company's strategic
edge in a competitive environment.

As of March 31, 2025, the Board consisted of eight (6)
Directors, including:

• Two (2) Executive Directors and

• Four (4) Non-Executive Directors, including One (1) Non¬
Independent Director-Chairperson related to Promoter
and one (1) Independent Woman Director

Appointment/ Re-appointment/ Resignation

Between Year End date March 31,2025 and the Date of
Director's Report , the present term of Mr. Ankur Madaan
(DIN:07002199), as Whole-Time Director & Chief Executive
Officer (CEO), will expire on May 23, 2026. Based on the
recommendation of the Nomination and Remuneration
Committee, the Board has considered and approved his re¬
appointment for a further term of 3 (Three) years from May
24, 2026 to May 23, 2029 (both days inclusive), subject to
approval of shareholders by way of Ordinary Resolution at
the ensuing Annual General Meeting.

Pursuant to the recommendation of the Nomination and
Remuneration Committee, the Board has considered
and approved the appointment of Mr. Jitendriya Mohanty
(DIN: 03586597) as an additional director (Non-Executive
Independent Director), Ms. P. Monalisha (DIN: 10992460)
as an additional director (Non-Executive Independent
Woman Director) and Mrs. Sushama Anuj Yadav (DIN:
07910845) as an additional director (Non-Executive
Independent Woman Director) for a first term of 5 (Five)
consecutive years, w.e.f. August 8, 2025 subject to approval
of shareholders by way of Special Resolution at the ensuing
Annual General Meeting.

Further, The Board of Directors, Approved the Resignations
Submitted by Mr. Gagan Jalan, (DIN: 09523622) (Non¬
Executive Independent Director), Mr. Punit Kedia, (DIN:
07501851) (Non-Executive Independent Director) and
Mrs. Konika Poddar (DIN 10435224), (Non-Executive
Independent Woman Director) of the Company;
consequently, they ceased to be an Independent Director
of the Company from close of business hours on August 8,
2025. The Board of Directors and the Management of the
Company placed on record their deep appreciation for the
contributions made by them during their association with
the company as an independent director.

Apart from the changes as mentioned above, there were
no changes in the composition of the Board of the Company
during the year under review. Further, there were no
changes in the Key Managerial Personnel of the Company
during the year under review.

None of the Directors of the Company are disqualified
under Section 164(2) of the Companies Act, 2013. During
the year, the non-executive directors of the Company had
no material pecuniary relationship or transactions with the
Company. They are paid sitting fees, and reimbursement
of expenses incurred by them for the purpose of attending
meetings of the Company.

The following policies of the Company are attached herewith
marked as ANNEXURE ‘C’ and ANNEXURE ‘D’: a) Policy
for selection of Directors and determining Director's
independence; and b) Nomination and Remuneration Policy.

Directors retiring by rotation

Pursuant to the provisions of Section 152 of the Act read
with the relevant rules made thereunder, one-third of the
Directors are liable to retire by rotation every year and if
eligible, offer themselves for re-appointment at the AGM.

Mr. Ankur Madaan (DIN:07002199)-Whole Time Director,
being longest in the office are liable to retire by rotation
at the ensuing Annual General Meeting (“AGM”) and
being eligible, has sought re-appointment. Pursuant to the
recommendation of the Nomination and Remuneration
Committee, the Board of Directors has recommended his
re-appointment and the matter is being placed for seeking
approval of members at the ensuing Annual General
Meeting of the Company.

Pursuant to Regulation 36 of the SEBI Listing Regulations
read with Secretarial Standard-2 on General Meetings,
necessary details of Mr. Ankur Madaan (DIN:07002199),
provided as an Annexure to the Notice of the Annual General
Meeting.

None of the Directors of the Company are disqualified
for being appointed as Directors as specified in Section
164(2) of the Companies Act, 2013 and Rule 14(1) of the
Companies (Appointment and Qualification of Directors)
Rules, 2014.

Senior Management - Key Managerial Personnel

Mr. Ankur Madaan - Whole Time Director, Mr. Prabir
Kumar Das - Company Secretary & Compliance Officer
and Mr. Kalyan Kiran Mishra - Chief Financial Officer (w.e.f.
November 5, 2024) are the Key Managerial Personnel of
your company in accordance with the provision of Section
2(51) and 203 of the company's act, 2013 read with
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Clause 5B of Schedule V of
SEBI Listing Regulations/ SEBI (LODR) Regulations, 2015.,
During the year under review, there has been change in Key
Managerial Personnel.

Independent Director

Declaration by Independent Director(s)

As required under section 149(7) of the Companies Act,
2013, The Company has received declarations from all
the Independent Directors of the Company confirming
that they meet the criteria of independence and / or to
qualify themselves to be appointed as an Independent
Directors as prescribed both under Section 149 (6) of
the Companies Act' 2013 and Regulation 16(1) (b) read
with Regulation 25 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 , The Board
considered the independence of each of the Independent
Directors in terms of the above provisions and is of the
view that they fulfill/meet the criteria of independence. The
declarations are put up on the website of the Company at
https://scansteels.com/independent-directors/ - Investor
Relations Segment.

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 and the Board is satisfied of the
integrity, expertise, and experience (including proficiency
in terms of Section 150(1) of the Act and applicable rules
thereunder) of all Independent Directors on the Board.
Further, in terms of Section 150 read with Rule 6 of the
Companies (Appointment and Qualification of Directors)
Rules, 2014, as amended, Independent Directors of the
Company have included their names in the data bank of
Independent Directors maintained with the Indian Institute
of Corporate Affairs.

Familliarisation Programme for Independent Directors

All New Independent Directors [IDs] whenever inducted into
the Board are given an orientation. Presentations are made
by Executive Directors (EDs) and Senior Management giving
an overview of our operations, to familiarize the new IDs with
the Company's business operations. The new IDs are given
an orientation on our products, group structure, Board
constitution and Procedures, matters reserved for the
Board, and our major risks and risk management strategy.
Visits to Plant and Factory locations are organized for the
IDs to enable them to understand the business better.

The company familiarises the New and Existing Independent
Directors of the Company from time to time with their
roles, rights, responsibilities in the company, nature of the
industry in which the company operates, business model
of the company, etc. and also, by updating them about
latest amendments in Companies Act, 2013, SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 and other Laws related to Company. Details of
Same are put up on the website of the Company at
https://scansteels.com/independent-directors/ - Investor
Relations Segment.

Separate Independent Director Meeting

In term of requirements of Schedule IV of the Companies Act,
2013 and Regulation 25 of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate meeting of the independent
directors (“Annual ID meeting”) was convened on January
11, 2025 and All the Independent Directors were present
at the said Meeting.

The Independent Directors at the meeting reviewed the
following:

a. Performance of Non-Independent Directors and the
Board as a whole;

b. Performance of the Chairman of the Company, taking
into account the views of Executive Directors and Non¬
Executive Directors; and

c. Assess the quality, quantity and timeliness of flow of
information between the Company Management and
the Board that is necessary for the Board to effectively
and reasonably perform their duties.

Post the Annual ID meeting, the collective feedback of
each of the Independent Directors was discussed by the
Chairperson of the Nomination Remuneration Committee
with the Board covering performance of the Board as a

whole, performance of the non-independent directors and
performance of the Board Chairman. In addition to formal
meetings, interactions outside the Board meetings also take
place between the Chairman and Independent Directors.

BOARD ANNUAL EVALUATION

Pursuant to Regulation 17(10) of SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015, and in
compliance with the Section 134(3) (p) Company has
devised a Policy for performance evaluation of Independent
Directors, Board, Committees and other individual Directors
which include criteria for performance evaluation of the non¬
executive directors and executive directors.

The Board carried out an annual performance evaluation
of its own performance, the individual Directors (including
Independent Directors), as well as the evaluation of the
working of the Committees of the Board pursuant to the
provisions of the Act and SEBI Listing Regulations. The
performance evaluation of the Chairman, Whole- Time
Director and the Non- Independent Directors was carried
out by Independent Directors. The performance evaluation
of the Independent Directors was carried out by the entire
Board in compliance with the Companies Act, 2013. The
performance evaluation of all the Directors/ its committees
and / or Board as a whole was also carried out by the
Nomination and Remuneration Committee and NRC also
review its implementation and compliance. Details of the
same are given in the Report on Corporate Governance
annexed hereto.

The Chairman of the Board had one-on-one meetings with the
IDs. The Chairperson of the Nomination and Remuneration
Committee (NRC) held separate discussions with each of
the Directors of the Company and obtained their feedback
on overall Board effectiveness as well as on each of the
other Directors. These meetings were intended to obtain
Directors' inputs on effectiveness of the Board/ Committee
processes.

While evaluating the performance and effectiveness of the
Board, various aspects of the Board's functioning such as
adequacy of the composition and structure and quality of
the Board, time devoted by the Board to Company's long¬
term strategic issues, quality and transparency of Board
discussions, execution and performance of specific duties,
obligations and governance and effectiveness of board
processes, information and functioning were taken into
consideration. Committee performance was evaluated by
the Board on the basis of their effectiveness in carrying
out respective mandates, and after seeking inputs from

the committee members on the basis of criteria such as
the composition of committees, effectiveness of committee
meetings, etc.

A separate exercise was carried out to evaluate the
performance of Independent Directors including the
Chairman of the Board, who were evaluated on parameters
such as level of engagement and contribution to Board
deliberations, independence of judgment, safeguarding the
interest of the Company and focus on creation

of shareholders value, ability to guide the Company in
key matters, attendance at meetings, etc. The Executive
Directors were evaluated on parameters such as strategy
implementation, leadership skills, quality, quantity and
timeliness of the information flow to the Board, etc.

The Board considered and discussed the inputs received
from the Directors. Further, the IDs at their meeting reviewed
the performance of non-Independent Directors, Board as a
whole and Chairman of the Board after taking into account
views of Executive Directors and Non-Executive Directors.

The Directors expressed their satisfaction with the
evaluation process. The evaluation process endorsed the
Board Members' confidence in the ethical standards of the
Company.

The evaluation process endorsed the Board Members'
confidence in the ethical standards of the Company, the
resilience of the Board and Management in navigating the
Company during challenging times, cohesiveness amongst
the Board Members, constructive relationship between
the Board and the Management and the openness of the
Management in sharing strategic information to enable the
Board Members to discharge their responsibilities.

The Detailed Policy on Performance Evaluation of
Independent Directors, Board, Committees and other
individual Directors can be accessed from the website of
the Company at https://scansteels.com/ssl-policies/ -
Investor Relations Segment.

MANAGERIAL REMUNERATION

Based on the recommendations of the NRC, the Board
has approved the Remuneration Policy for Directors, Key
Managerial Personnel ('KMPs') and all other employees of
the Company. As part of the policy, the Company strives to
ensure that:

• the level and composition of remuneration is reasonable
and sufficient to attract, retain and motivate Directors
of the quality required to run the Company successfully;

• relationship between remuneration and performance is
clear and meets appropriate performance benchmarks;
and

• remuneration to Directors, KMPs and Senior
Management involves a balance between fixed and
incentive pay, reflecting short, medium and long-term
performance objectives appropriate to the working of
the Company and its goals.

The following disclosures have been mentioned in detail
under the heading “Corporate Governance”, part of this
Annual Report: —

(i) all elements of remuneration package such as salary,
benefits, etc., of all the directors;

(ii) details of fixed component and performance linked
incentives along with the performance criteria;

(iii) service contracts, notice period, severance fees;

(iv) Stock option details, if any, and whether the same has
been issued at a discount as well as the period over
which accrued and over which exercisable.

CODE OF INDEPENDENT DIRECTORS - SCHEDULE - IV

The Board has considered Code of Independent Directors
as prescribed in Schedule IV of the Companies Act, 2013.
The code is a guide to professional conduct for independent
directors' adherence to these standards by independent
directors and fulfillment of their responsibility in a
professional and faithful manner will promote confidence of
the investment community and regulators.

The broad items for code for independent directors are:

(i) Guidelines for Professional conduct.

(ii) Role and Functions.

(iii) Duties

(iv) Manner and process of appointment.

(v) Re-appointment on the basis of report of performance
evaluation.

(vi) Resignation or Removal.

(vii) At least one Separate meeting of Independent Directors
in a year without attendance of non independent
directors or members of management.

(viii) Evaluation mechanism of Independent Directors by
entire Board of Directors.

The Detailed Code of Conduct of Independent Directors of
the Company and Code of Conduct for Board of Directors
and Senior Management of the Company can be accessed
on the website of the Company at www.scansteels.com -
Investor Relations Segment.

BOARD DIVERSITY

Board diversity is the breadth of perspective, not the mere
of various diverse traits that will benefit the organization.
The Company believes that a diverse Board will enhance
the quality of the decision made by the Board by utilizing
the different thoughts, perspectives, skills, qualifications,
experience, knowledge, region and industry experience,
cultural and geographical background, age, ethnicity,
race, and gender, etc. of the Board members necessary
for achieving sustainable and balanced development. The
Board Diversity Policy has been adopted by the Company
and sets out its approach to diversity. The Board Diversity
Policy is available on the website of the Company viz.
https://scansteels.com/ssl-policies/

SCAN STEELS’S CODE OF CONDUCT FOR THE
PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading
Policy in accordance with the requirements of the SEBI
(Prohibition of Insider Trading) Regulations, 2015. The
Insider Trading Policy of the Company lays down guidelines
and procedures to be followed, and disclosures to be made
while dealing with shares of the Company. As well as the
consequences of violation. The Policies/Code has been
formulated to regulate, monitor and ensure reporting of
deals by employees and to maintain the highest ethical
standards of dealing in Company Securities.

The Code of Conduct to Regulate, Monitor and Report
Trading by Designated Persons and their Immediate
Relatives in terms of Regulation 9 of the SEBI (Prohibition
of Insider Trading), Regulations, 2015, Code of Practices
and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information formulated in terms of Regulation
8 of the SEBI (Prohibition of Insider Trading), Regulations,
2015, Policies and Procedural for inquiry in case of leak
of Unpublished Price Sensitive Information, or Suspected
Leak of Unpublished Price Sensitive Information in terms
of Regulation 9A the SEBI (Prohibition of Insider Trading)
(Amendment) Regulations, 2018, is available on our
website at https://scansteels.com/ssl-policies/ and Vigil
Mechanism / Whistle Blower Policy in terms of Regulation
9A of the SEBI (Prohibition of Insider Trading), Regulations,
2015 is available on our website at https://scansteels.
com/policies-and-code/ - Investor Relations Segment.

COMPLIANCE WITH CODE OF ETHICS FOR BOARD OF
DIRECTORS AND SENIOR EXECUTIVES

All Directors and Senior Management Personnel have
affirmed Compliance with the Code of Ethics for Board of
Directors and Senior Executives. A Declaration to that effect
is attached with The Corporate Governance Report.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards,
i.e., SS-1 and SS-2, relating to 'Meetings of the Board of
Directors' and 'General Meetings', respectively, have been
duly followed by the Company.

DIRECTOR’S RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and
compliance system established and maintained by the
Company, work performed by the internal, statutory, cost,
and secretarial auditors and including audit of internal
financial controls over financial reporting by the statutory
auditors and the reviews performed by Management
and the relevant Board Committees, including the Audit
Committee, the Board is of the opinion that the Company's
internal financial controls were adequate and effective
during financial year 2024-25.

Accordingly, Pursuant to the requirements under section
134(3)(c) and 134(5) of the Companies Act, 2013, your
directors hereby state and confirm that -

a) In the preparation of the annual accounts for the year
ended March 31, 2025, the applicable accounting
standards read with requirements set out under
Schedule III to the Act (as amended from time to
time) have been followed and there are no material
departures from the same;

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 as at March 31, 2025 and of the profit and
loss of the company for the year ended on that date;

c) The directors had 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;

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; and

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.

AUDITORS AND AUDITOR’S REPORT

Statutory Auditor & their Audit Report

At the Thirty First (31^st) Annual General Meeting held on
Friday, September 27, 2024, the Members approved
the appointment of M/s. Das Pattnaik & Co., Chartered
Accountants, (FRN: 321097E), as the statutory auditors
of the Company. This appointment is for a first term, for
a period of five consecutive years commencing from the
conclusion of Thirty First (31^st) Annual General Meeting until
the conclusion of the Thirty-Six (36^th) Annual General Meeting
of the Company to be held in the calendar year 2029, in
terms of Section 139(1) of the Companies Act, 2013.

The Auditor's Report on the Financial Statements for the
year ended March 31,2025, is unqualified and free from any
adverse remarks, qualifications, disclaimers, or reservations.
The notes accompanying the financial statements are
comprehensive and self-explanatory, requiring no additional
clarifications. Furthermore, the Auditors have not reported
any instances of fraud under Section 143(12) of the
Companies Act, and consequently, no disclosures are
necessary under Section 134(3)(ca) of the Act.

Cost Auditor & Audit Report

Pursuant to Section 148 (1) of the Companies Act, 2013
read with the Companies (Cost Records and Audit),
Amendment Rules 2014, your Company is required
to maintain cost records as specified by the Central
Government and accordingly such accounts and records
are made and maintained.

Pursuant to Section 148(2) of the Companies Act, 2013 read
with the Companies (Cost Records and Audit) Amendment
Rules, 2014, the Company is also required to get its cost
accounting records audited by a Cost Auditor Accordingly,
the Board at its meeting held on August 8, 2025 has on
the recommendation of the Audit Committee, re-appointed
M/s. Ray, Nayak & Associates, Partner CMA. Chaitanya
Kumar Ray, Cost Accountants, having office at MIG-26,
Manorama Estate, Rasulgarh, Bhubaneswar - 751010
(Odisha), as the Cost

Auditors of the Company to conduct the audit of the cost
accounting records of the Company for the financial year
2025-26 on a remuneration of ' 60,000/- plus service tax
as applicable and reimbursement of actual travel and out of
pocket expenses.

M/s. Ray, Nayak & Associates have vast experience in the
field of cost audit and have been conducting the audit of the
cost records of the Company for the past several years.
The Cost Auditors have submitted a certificate of their
eligibility for such re-appointment and confirmed that their
re-appointment is within the limits of section 141(3)(g) of
the Companies Act, 2013 and have also certified that they
are free from any disqualifications specified under section
141(3) and proviso to section 148(3) read with section
141(4) of the Companies Act, 2013.

The remuneration is subject to the ratification of the
members in terms of Section 148 read with Rule 14 of
the Companies (Audit and Auditors) Rules, 2014 and is
accordingly placed for ratification of Members and forms
part of the Notice of the ensuing AGM.

The Cost Audit Report for the financial year ended March
31, 2024 was filed in XBRL mode on September 22,
2024.

Secretarial Auditor & their Audit Report

Pursuant to the provisions of Section 204 of the Companies
Act, 2013, and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
Company had appointed M/s. Amarendra Mohapatra &
Associates., a firm of Company Secretaries in Practice, to
undertake the Secretarial Audit of the Company for the FY
2024-25. The Report of the Secretarial Audit carried out
by M/s. Amarendra Mohapatra & Associates is annexed
herewith as Annexure “E”.

The Board at its meeting held on August 8, 2025, has
re-appointed M/s. Amarendra Mohapatra & Associates,
Prop. CS. Amarendra Mohapatra, a Practicing Company
Secretary (CP No- 14901) having office at House No. 56/1,
MIG II, Phase I, Chandrasekharpur Housing Board Colony
CS. Pur, Bhubaneswar, Odisha - 751016, as Secretarial
Auditor, of the Company for F.Y. 2025-26 to undertake the
Secretarial Audit of the Company Pursuant to the provisions
of Section 204 of the Companies Act, 2013 read with Rule
9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 201 4, and Regulation 24A
of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

During the period under review, the Company has complied
with the applicable Secretarial Standards notified by the
Institute of Company Secretaries of India.

Further, The Company has also undertaken an audit for
the FY 2024-25 Pursuant to SEBI Circular No. CIR/CFD/
CMD1/27/2019 dated February 8, 2019 read with
Regulation 24A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 for all applicable
compliances as per the Securities and Exchange Board
of India Regulations and Circular/ Guidelines issued
thereunder.

The company has received Annual Secretarial Compliance
Report issued by M/s. Amarendra Mohapatra &
Associates, Prop. CS. Amarendra Mohapatra, Practicing
Company Secretary for the Year ended on March 31,
2025 which was duly filed with Bombay Stock Exchange
Limited within the stipulated time period. The same can
be accessed at https://scansteels.com/wp-content/
uploads/2024/06/MARCH-2024.pdf

The Annual Secretarial Compliance Report and Secretarial
Audit report contains No observation or qualification
requiring explanation or comments or action to be taken
by the Board under Section 134(3)(f)(ii) of the Companies
Act, 2013.

Internal Auditors

On the recommendation of the Audit Committee, The Board
at its meeting held on May 17, 2025 has appointed M/s.
P.A. & Associates; Chartered Accountants, having office
at - 2^nd Floor, Balaji Towers, G.M. Collage Road, Sambalpur

- 768001 (Odisha), PAN No. of the Firm - AAFFP2414G,
ICAI Registration No. 313085E, as an Internal Auditor of
the Company for the financial year 2025-26. pursuant to
Section 138 of the Companies Act, 2013 read with Rule
No. 13 of the Companies (Accounts) Rules, 2014.

COMMITTEES OF THE BOARD

As on March 31, 2025, the Board has constituted / re¬
constituted the following committees:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholder's Relationship Committee

- Risk Management Committee

- Corporate Social Responsibility Committee

During the year, all recommendations made by the
committees were approved by the Board.

Details of all the Committees such as terms of reference,
composition and meetings held during the year under
review are disclosed in the Corporate Governance Report,
which forms part of this Annual Report.

Audit committee

Audit Committee is constituted as per Regulation 18 of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with Section 177 of the Companies
Act, 2013. Composition of Audit Committee is as per Section
177 (8) of Companies Act, 2013. The Prime Objective of the
Committee is to monitor and provide effective supervision of
the Management 's financial reporting process, to ensure
accurate and timely disclosures, with the highest levels of
transparency, integrity and quality of financial reporting and
to review matters related to SEBI (Prohibition of Insider
Trading), Regulations, 2015.

Nomination and Remuneration Committee

The Board has set up a Nomination and Remuneration
Committee In compliance with Section 178 of the
Companies Act, 2013 and Regulation 19 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015. This Committee is responsible for
making Policy pursuant to Proviso to Section 178 (3) &
(4) read with Rules made there under and Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and / or recommending
to the Board, the remuneration package of Directors, KMP
& other employees, including their annual increment and
commission if any, after reviewing their performance and
also to decide the Criteria for determining appointment
Qualifications, Positive attributes, and Independence of a
Director.

The Details Regarding the Composition of the Committee,
Meetings held and Terms Of reference etc. is Detailed in
Corporate Governance Report Part of this Annual Report.
And the Detailed Nomination and Remuneration Policy is
attached as Annexure 'D' to this Report.

Stakeholders Relationship Committee

The Board has constituted a Stakeholders Relationship
Committee According to 178 (5) of the Companies Act
2013 and Regulation 20 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The SR
Committee is primarily responsible to review all matters
connected with the Company's transfer of securities and
redressal of shareholders' / investors' / security holders'
complaints.

Composition and Terms of Reference of the SR Committee
is Detailed in Corporate Governance Report Part of this
Annual Report.

Risk Management

The Company's robust risk management framework
identifies and evaluates business risks and opportunities.
The Company recognises that the emerging and identified
risks need to be managed and mitigated to protect its
shareholders and other stakeholder's interest, achieve its
business objective and enable sustainable growth. The risk
frame work is aimed at effectively mitigating the Company's
various business and operational risks, through strategic
actions. Risk management is embedded in our critical
business activities, functions and processes.

Pursuant to the requirement of Regulation 21 of the
Securities and Exchange Board of India (Listing Obligation
and Disclosure Requirements) Regulations, 2015, the
Company has constituted a sub-committee of Directors to
oversee Enterprise Risk Management Framework to ensure
execution of decided strategies with focus on action and
monitoring risks arising out of unintended consequences
of decisions or actions and related to performance,
operations, compliance, incidents, processes, systems and
transactions are managed appropriately. The probability or
impact thereof is reduced through tactical and executive
management, policies, processes, inbuilt systems controls,
MIS, internal audit reviews etc.

The Audit Committee has additional oversight in the area
of financial risks, controls and Internal Audit reviews. The
Company believes that the overall risk exposure of present
and future risks remains within risk capacity.

The Risk Management team continuously scans the external
and internal environment for developments which may
throw up emerging risks for the organisation. The risk flags
and risk insights are shared with the Senior Management
for deep diving into emerging risk areas for the Company.
The Company's risk intelligent culture enabled it to
manage the uncertainties in an unprecedented business
environment during the year under review. “Scenario-based
risk assessment” is facilitated across the company in any
uncertain circumstances. Further, business decisions were
pivoted to achieve cash neutrality in operations by reducing
spend, managing working capital and reducing capital
expenditures.

Implementation of focussed risk mitigation strategies along
with improvement in the domestic macro environment has
improved the Company's risk profile in the financial year

2024-25. Despite the challenges posed by the competitive
environment, the company has tried to maintain its liquidity
position and has adequate resources to service the debt.

The Company continues to be vigilant to proactively manage
risks, as they emerge in financial year 2025-26. Health
and safety of employees and the communities in the vicinity
of our operations, and Environment and Climate Change
impacts continues to be the top-most priority for the
Company, whilst simultaneously ensuring continuity of our
business operations. All business decisions are aligned to
the Scan Steels Code of Conduct. The long-term strategy of
the Company is focused on generating profitable growth and
sustainable cashflows that creates long-term stakeholder
value.

The Company had developed and Implemented a Risk
Management Policy which was reviewed and approved by
the Committee and Board, which can be accessed on the
website of the Company at https://scansteels.com/ssl-
policies/ Investor Relations Segment.

Corporate Social Responsibility Committee

We understand that sustainable growth can only be
achieved when our communities flourish. In our pursuit
of driving meaningful change, we have prioritised key
areas such as education, healthcare, Rural Development,
environmental sustainability, Empower communities with
sustainable livelihoods and more.

In View of the above The Board has Constituted Corporate
Social Responsibility Committee to Comply the Section 135
of the Companies Act, 2013. Corporate Social Responsibility
Committee formulate and recommend to the Board, a
Corporate Social Responsibility Policy which shall indicate
a list of CSR projects or programmes which a Company
plans to undertake while also recommending the amount of
expenditure to be incurred on each of the activities and to
monitor the CSR policy of the Company from time to time.
Composition and Terms of Reference of the Committee
is Detailed in Corporate Governance Report Part of this
Annual Report.

VIGIL MECHNISM

In pursuance of Section 177(9) of the Companies Act,
201 3 and Regulation 22 read with Regulation 4(2)(d)
(iv) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, a Vigil Mechanism has been constituted for directors
and employees to report genuine concerns and to make
protected disclosures about any unethical behaviour, actual
or suspected fraud, or violation of the Code of Conduct

of the company. The audit committee shall oversee the
vigil mechanism through the committee and provide
adequate safeguards against victimization of employees
and directors and any other person who availed of the vigil
mechanism and have direct access to the chairman of the
audit committee in exceptional cases. No personnel have
been denied access to the Audit Committee. In case of
repeated frivolous complaints being filed by the director or
an employee, the audit committee may take suitable action,
including reprimanding if necessary.

Further, Vigil Mechanism / Whistle Blower Policy in terms
of Regulation 9A of the SEBI (Prohibition of Insider Trading),
Regulations, 2015, can be accessed from our website at
https://scansteels.com/policies-and-code/ - Investor
Relations Segment.

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

The Company has zero tolerance towards sexual
harassment at the workplace and 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 there
under.

Further, 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.

Your directors state that during the year under review, there
were no cases filed pursuant to the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

E-VOTING FACILITY AT AGM

In compliance with Section 108 of the Companies Act,
2013, Rule 20 of the Companies (Management and
Administration) Rules, 2014, as substituted by the
Companies (Management and Administration) Amendment
Rules, 201 5 and Regulation 44 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the company is pleased to provide members facility
to exercise their votes for all the resolutions detailed in the
Notice of the 32^nd Annual Report of the company and the
business may be transacted through e-voting. The company
has engaged the services of Central Depository Services
Limited (CDSL) as the authorized agency to provide the
e-voting facility.

DISCLOSURES:

Number of Meetings of The Board of Directors

During the year, Fourteen (14) Board Meeting were
convened and held, Details of composition of the Board
and its Committees as well as details of the meetings of
the Board and various Committees of your Company and
Directors attending the same are set out in the Corporate
Governance Report which forms part of this Annual Report.
The intervening gap between the meetings was within the
period prescribed under the Companies Act, 2013 and
Regulation 17 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Committees of the Board usually
meet the day before or on the day of the Board meeting, or
whenever the need arises for transacting business.

Annual Return

Pursuant to Section 92(3) read with section 134(3)(a) of
the Companies Act, 2013, copies of the Annual Return of
the Company prepared in accordance with Section 92(1)
of the Act read with Rule 11 & 12 of the Companies
(Management and Administration) Rules, 2014 are placed
on the website of the Company and are accessible at the
web-link: https://scansteels.com/annual-return/.

Particulars of Loans, Guarantees or Investments Under
Section 186

There were no loans, made by the Company under Section
186 of the Companies Act, 2013 during the year under
review also no loans were given to any firms or companies
in which Directors are interested. However, the company
has made investment in quoted and unquoted securities as
a long-term investment following the provisions of section
186 of the Act. details of the investments covered under
the provisions of section 186 of the company's act, 2013
are given in the financial statements.

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

The details of 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 in Annexure ‘F’ and is attached to this report.

PARTICULARS OF EMPLOYEES (RULE 5(2), AND 5(3))
AND MANAGERIAL REMUNERATION (RULE 5(1)) OF THE
COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014, AND UNDER
SECTION 197(12) OF THE ACT

The total number of employees as on March 31, 2025
stood at 1720.

Disclosures pertaining to remuneration and other details as
required under Section 197(12) of the Act read with Rule
5(1) 5(2) and 5 (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are
provided in the Annexure ‘G’ in this Report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE COMPANY
WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENTS RELATE AND THE DATE OF
THE REPORT

No material changes and commitments have occurred
between the end of the Company's financial year of the
Company to which the financial statements relate and the
date of the report which may affect the financial position of
the Company or its status as a “Going Concern”.

CAUTIONARY STATEMENT

Certain statements made in this Report, including those
under Management Discussion and Analysis, Corporate

Governance, the Notice to Shareholders, and other
sections of the Annual Report, may constitute “forward¬
looking statements” as per applicable laws and regulations.
These statements reflect the Company's current intentions,
expectations, projections, or forecasts regarding future
performance.

However, actual outcomes may vary materially from those
expressed or implied, owing to changes in market conditions,
economic developments, or unforeseen circumstances. The
Company does not assume any obligation or responsibility
for the accuracy or completeness of such forward-looking
statements, which may be subject to revision based on
future events, developments, or the availability of new
information.

ACKNOWLEDGEMENT

The Directors acknowledge and sincerely appreciate the
dedication, perseverance, and hard work demonstrated by
all employees across the Company. They also extend their
heartfelt thanks to the shareholders, government bodies,
regulatory authorities, banks, credit rating agencies, stock
exchanges, depositories, auditors, customers, vendors,
business associates, suppliers, distributors, and the
communities surrounding the Company's operations. The
Directors are grateful for their continued support, trust, and
confidence in the Company's Management.

For and on Behalf of the Board of Directors
Scan Steels Limited

Sd/- Sd/

Ankur Madaan Praveen Patro

Date: September 1,2025 Whole- Time Director Director

Place: Bhubaneswar (DIN: 07002199) (DIN: 02469361)