The Board of Directors are pleased to present the 45^th (Forty-Fifth) Annual Report on the business and operations of your Company
together with the Company's Audited Financial Statements (Standalone and Consolidated) for the financial year ended 31^st
March, 2026.

Financial Results (Rs. in Crores)

Financial Results highlights

Ý The Standalone revenue from Operations for the financial
year 2025-26 was Rs. 1175.04 Crores which was 9.17 %
higher than the revenue of Rs. 1076.35 Crores in financial
year 2024-25.

Ý EBITDA (including Other Income) for the financial year
2025-26 stood at Rs. 116.60 Crores as against Rs. 161.14
Crores in the previous financial year, registering a decrease
of 27.64%.

Ý Net Profit for the financial year 2025-26 stood at Rs. 37.57
Crores as against Rs. 90.18 Crores in the previous financial
year, registering a decline of 58.34%. The reduction in
net profit was primarily attributable to an increase in
the cost of materials consumed, coupled with higher
employee benefit expenses, finance costs, depreciation
and amortization expenses, and other operating expenses,

which exerted pressure on the Company's profitability
during the year.

Ý Earnings Per Share (EPS) for the financial year ended 31^st
March, 2026 stood at Rs. 19.70 as compared to Rs. 47.28
in the previous financial year. The decline in EPS was in
line with the reduction in the Company's profit after tax,
primarily due to higher input and operating costs during
the year.

Operational Highlights

1. The Company also witnessed a decrease in terms of volume
of production from 6,63,197 Metric tons to 6,40,838 Metric
tons in our Rolling Mills.

2. Sponge Iron Production: 95,010 Metric tons (Previous year:
65,606 Metric tons)

3. Silico Manganese Production: 6,980 Metric tons (Previous
year: Nil)

4. Billets Production: 46,063 Metric tons (Previous year: Nil)

5. Power Generation: 9,57,85,600 Kwh (Previous year:
1,28,95,400 Kwh)

The Company is also focused on increasing capacity utilization
of all units, improving product-mix, reducing operating costs,
launching new products and improving operational efficiency
with technology upgradation.

Dividend

Your Directors are pleased to recommend a dividend of 10 %
(Re.1/-) per equity share of Rs. 10/- each (Previous year Re. 1/-)
for the Financial Year ended 31^st March, 2026 subject to approval
of the shareholders at the ensuing Annual General Meeting.
The total outgo on account of dividend will be aggregating to
Rs. 190.72 Lakhs.

The Board has recommended dividend based on the parameters
laid down in the Dividend Distribution Policy and is subject to
the approval of the shareholders at the ensuing Annual General
Meeting. The dividend will be paid out of the profits for the year.
The dividend recommended by the Board is in accordance with
the Company's Dividend Distribution Policy.

The Record Date fixed for determining entitlement of Members
to dividend for the financial year ended March 31, 2026, if
approved at the AGM, is 18^th September, 2026.

Pursuant to the Finance Act, 2020, dividend income is taxable
in the hands of the shareholders effective April 1,2020 and the
Company is required to deduct tax at source from dividend paid
to the Members at prescribed rates as per the Income Tax Act
and any amendment thereto.

Dividend Distribution Policy

Pursuant to Regulation 43A and recent amendments to the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI LODR
Regulations") and on the basis of market capitalisation, your
Company has formulated a "Dividend Distribution Policy".
The said policy is available on the Company's website URL:
https://www.beekavsteel.com/wp-content/uploads/2021/08/
Dividend Distribution Policy.pdf

Expansion of Cuttack Unit

The Steel manufacturing unit of the Company has undergone
expansion program approved by the Board at its meeting held
on 30.05.2024 in terms of Plant configuration and production
capacity enhancement. As per the disclosure made to the
stock exchange on 8^th September 2025 the Company has
commenced the commercial production for the divisions, viz.
Billets, Silico Manganese, TMT Bars & Power (AFBC). This will help
to cater the captive requirements as well as to meet the market
demand of the Steel product.

Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Section 124 (6) of the Companies
Act, 2013 ("the Act"), Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 (including amendments thereof) ("IEPF Rules") read with
circulars and notifications issued there under, all the shares in
respect of which dividend has not been paid or claimed for 7
consecutive years or more shall be transferred by the Company
in the name of Investor Education and Protection Fund (IEPF).

The unpaid and unclaimed dividend amount lying in the Unpaid
Dividend Account becomes due to be transferred to Investor
Education & Protection Fund ("IEPF") after a period of 7 (seven)
years. Your Directors therefore suggest you to claim the unpaid
dividend before the last date.

In accordance with the aforesaid provisions, the Company
needs to transfer equity shares to IEPF as per the Companies
Act, 2013, those who have not claimed dividend for a period of
7 years with effect from the F.Y 2018-19, as per the IEPF Rules
notified by the Central Govt. from time to time.

Any shareholder whose shares are transferred to IEPF can claim
the shares, as per the IEPF rules made there under, by making an
online application in Form IEPF-5 (available on www.iepf.gov.in)
along with the fees prescribed to the IEPF authority with a copy
to the Company.

Share Capital

The paid up equity share capital as on March 31, 2026 stood
at Rs. 19,09,09,270/- (including Rs. 1,88,750/- stands in respect
of forfeited shares) comprising of 1,90,72,052 shares of Rs. 10/-
each fully paid shares.

Your Company has not issued any kind of shares & securities
during the financial year 2025-26.

Finance

Cash and cash equivalents as at March 31,2026 stands Rs. 116.93
Lakhs (Previous year Rs. 132.17 Lakhs). The company continues
to focus on judicious management of its working capital,
receivables, inventories and other working capital parameters
were kept under strict check through continuous monitoring.

Deposits

Your Company has not accepted any deposits during the year,
no deposits remained unpaid or unclaimed as at the end of the
financial year 2025-26 and there was no default in repayment
of deposits or payment of interest thereon during the year
within the meaning of Section 73 of the Act and the Companies
(Acceptance of Deposits) Rules, 2014

Transfer to Reserve

The Board of Directors has decided to retain the entire amount
of profit for the Financial Year 2025-26 in the statement of profit
and loss, hence, not transferred any amount to reserves out of
the profit for financial year 2025-26.

Particulars of Loans, Guarantees or Investments

The Company has not given any loans or provided any
guarantees during the year. The Company has made further
investment about Rs. 1.50 Crores in Optionally Convertible
Debentures of its Wholly Owned Subsidiary (WOS) during
the year under review. The total investment in Optionally
Convertible Debentures of its WOS by the Company is about
Rs. 21.045 Crores. The overall limit is within the powers of the
Board as applicable to the Company in terms of the applicable
provisions of the Act.

The particulars of loans, guarantees and investments have been
disclosed in the notes of the Financial Statements for the year
ended 31^st March, 2026 and form a part of this Annual Report.

Internal Financial Controls

The Company has in place an adequate and robust system
for internal financial controls commensurate with the size and
nature of its business. Internal control systems are integral to
the Company's corporate governance policy and no reportable
material weakness was observed in operations. 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.

The Audit Committee of the Company evaluated the adequacy
of internal financial control. During the year such controls were
tested with reference to financial statements and no reportable
material weakness in the formulation or operations were
observed. The Statutory Auditors of the Company conducted
audit on the Company's internal financial control over
financial reporting and the report of the same is annexed with
Auditor's Report.

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 external agencies 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
the FY 2025-26.

Corporate Social Responsibilities

The objective of the Company's Corporate Social Responsibility
('CSR') initiatives is to improve the quality of life of communities
through long-term value creation for all stakeholders. The
Company's CSR policy provides guidelines to conduct CSR
activities of the Company. Your Company has focused on several
corporate social responsibility programs since a long period of
time and continues its endeavor to improve the lives of people

and provide opportunities for their development through its
different initiatives in the areas of Rural Transformation, Health
care, Education, Sports etc. The Company continues to address
societal challenges through societal development programmes
and remains focused on improving the quality of life.

The Company has a Corporate Social Responsibility Committee
comprising of three directors, the details of which are
mentioned in the corporate governance report which forms
part of this Report.

During the financial year 2025-26, the Company's total CSR
obligation amounted to Rs. 2,74,05,756/- (Prev. year Rs.
Rs. 3,36,06,131/-). The actual CSR expenditure incurred by the
Company during the financial year was Rs. 2,74,05,756/- towards
CSR activities as specified under Schedule-VII of the Companies
Act, 2013. There is no unspent CSR amount for 2025-26.

In compliance with section 135 of the Companies Act, 2013 read
with the Companies (Corporate Social Responsibility Policy)
Rules 2014, the disclosures with respect to CSR Committee and
expenditure made by the Company forms part of this Report
and marked as “Annexure - A”. The CSR Policy may be accessed
on the Company's website at the web link: :https://www.
beekaysteel.com/wp-content/uploads/2021/10/CSR-PQLICY-
BEEKAY-STEEL.pdf

Number of Meetings of the Board

The Board of Directors met 4 (four) times during the year
and the maximum interval between two meetings did not
exceed 120 days. The intervening gap between the meetings
was within the period prescribed under the Act and the SEBI
LQDR. The details of the number of meetings of the Board of
Directors including meetings of the Committees of the Board
(Audit Committee, Nomination & Remuneration Committee,
Stakeholders Relationship Committee, CSR Committee, Risk
Management Committee, Management Functional Committee
and Share Transfer Committee) held during the financial year
2025-26 also forms part of the Corporate Governance Report.

Director's Responsibility Statement

As required by Sections 134(3) (c) & 134 (5) of the Companies
Act, 2013 your Directors state that:

(a) In the preparation of the annual accounts for the year ended
31^st March, 2026, the applicable accounting standards have
been followed with proper explanation relating to material
departures, if any;

(b) The accounting policies adopted in the preparation of the
annual accounts have been applied consistently except as
otherwise stated in the Notes to Financial Statements and
reasonable and prudent judgments and estimates have
been made so as to give a true and fair view of the state
of affairs of the Company at the end of the Financial Year
2025-26 and of the profit for the year ended 31^st March, 2026;

(c) Proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

(d) The annual accounts for the year ended 31^st March, 2026,
have been prepared on a going concern basis.

(e) That proper internal financial controls were in place
and that the financial controls were adequate and were
operating effectively.

(f) That systems to ensure compliance with the provisions of
all applicable laws were in place and were adequate and
operating effectively.

Independent Directors

Mr. Bharat Kumar Nadhani, Mr. Pranab Kumar Chakrabarty,
Mrs. Shalini Jain, Mr. Sandip Kumar Kejriwal, Mr. Jyotirindu
Chatterjee and Mr. Binod Kumar Tulsyan were Independent
Directors on the Board of the Company as on 31^st March, 2026.

Pursuant to Regulation 149 (7) of the Act, all the Independent
Directors have given declaration confirming that they meet the
criteria of independence as prescribed both under the Act and
SEBI LODR .

In terms of Regulation 25(8) of the SEBI LODR, the Independent
Directors have confirmed their ability to discharge their duties
with an objective of independent judgement and without any
external influence. In the opinion of the Board, the Independent
Directors possess the requisite expertise and experience and are
persons of high integrity. They also fulfil the conditions specified
in the Act, Rules made thereunder and as per SEBI LODR and are
independent of the Management.

Company's Policy on Director's Appointment
and Remuneration

The Nomination and Remuneration Committee ('NRC') engages
with the Board to evaluate the appropriate characteristics,
skills and experience for the Board as a whole as well as for
its individual members with the objective of having a Board
with diverse backgrounds and experience in business, finance,
governance and public service. The NRC on the basis of such
evaluation, determines the role and capabilities required for
appointment of Independent Directors. Thereafter, the NRC
recommends to the Board the selection of new Directors.

Pursuant to provisions of Section 178 of the
Act and SEBI LODR Remuneration Policy of the
Company is in place.

The remuneration policy of the Company, inter alia, includes
the aims and objectives, principles of remuneration, guidelines
for remuneration to Executive Directors and sitting fees to
Non-Executive Directors in the remuneration package, criteria
for identification of the Board Members and appointment of
senior management.

Criteria for identification of the Board Members

Ý The Board Member shall possess appropriate skills,
qualification, characteristics and experience. The objective
is to have a Board with diverse background and experience
in business, government, academics, technology, human
resources, social responsibilities, finance, law etc. and in
such other areas as may be considered relevant or desirable
to conduct the Company's business in a holistic manner.

Ý Independent Director shall be a person of integrity and
possess expertise and experience and/or someone who
the Committee/Board believes could contribute to the
growth/philosophy/strategy of the Company.

Ý In evaluating the suitability of individual Board Members,
the Committee takes into account many factors, including
general understanding of the Company's business
dynamics, global business, social perspective, educational
and professional background and personal achievements.

Ý Director should possess high level of personal and
professional ethics, integrity and values. He should be able
to balance the legitimate interest and concerns of all the
Company's stakeholders in arriving at decisions, rather than
advancing the interests of a particular section.

Ý Director must be willing to devote sufficient time and
energy in carrying out their duties and responsibilities
effectively. He must have the aptitude to critically evaluate
management's working as part of a team in an environment
of collegiality and trust.

Ý The Committee evaluates each individual with the
objective of having a group that best enables the success
of the Company's business and achieves its objectives.

The Directors affirm that the remuneration paid to Directors is as
per the Remuneration Policy of the Company.

The Company's policy on appointment and remuneration of
directors are available on the website of the Company at www.
beekaysteel.com

Credit Rating

There were no changes in the credit ratings of the Company.
During the year under review, the long term credit rating of the
Company is affirmed/assigned as "IND A" with "Stable " outlook
by India Rating and Research (Ind -Ra), a wing of international
rating agency the FITCH Group.

Related Party Transactions

In compliance with the provisions of the Act and SEBI LODR
prior approval of the Audit Committee is obtained for each
transaction as proposed to be entered into by the Company
with its related parties. A prior omnibus approval of the Audit
Committee is obtained on a yearly basis for the transactions
which are at arm's length price, foreseen and repetitive in
nature. The transactions which are not on arm's length are
simultaneously approved by Audit Committee and Board. All
the related party transactions are reviewed by Audit Committee

on quarterly basis. The necessary disclosures regarding the
transactions are given in the notes to accounts.

There were no materially significant related party transactions
with the Company's Promoters, Directors and others as defined
in section 2(76) of the Act and the SEBI LODR which may have
potential conflict of interest with the Company at large and no
disclosure in Form AOC-2 is required to be given.

The Company has also formulated a policy on dealing with
the related party transactions and necessary approval of the
Audit Committee and Board of Directors were taken wherever
required in accordance with the aforesaid policy. The policy on
related party transactions as approved by the Board is available
on the Company's website at www.beekaysteel.com.

Pursuant to Regulation 34 (3) read with Schedule V of the
SEBI LODR disclosure of transactions of the Company with its
Promoters and Promoter Group, holding more than 10% (Ten
percent) of Equity Shares in the Company are provided herein

below: -

Risk Management

Considering the multitude of risks faced by listed entities
domestically as well as globally, risk management has emerged
as a very important function of the Board of Directors. The
financial year 2025-26 witnessed considerable global economic
and geopolitical challenges including the prolonged Russia -
Ukraine war, USA & Iran War, Israel & Iran War, Trade and Tariff
war, Elections in multiple countries & States in India, volatile
foreign exchange markets, and slower-than-anticipated
Chinese economic growth which negatively impacted global
steel prices.

Pursuant to the amended provisions of Regulation 21 of the
SEBI LODR, SEBI has made it mandatory for top 1000 listed
Companies, based on market capitalization, to form / constitute
a "Risk Management Committee" ("the RMC") and the said RMC
has to formulate "Risk Management Policy" of the Company.
The RMC of the Board provides an oversight and guides on risk
management policy, risk management plan and adequacy of
risk management systems. Although the Company is not falling
under top 1000 listed Companies during the year under review
but the Company adopts the risk management policy through
its committee to minimize adverse impact on the business
objectives and enhance the Company's competitive advantage.
The Policy also defines the risk management approach across the
enterprise at various levels. Risk Management forms an integral
part of the Company's planning process. The constitution
details, roles and functions of the RMC are highlighted in the
Corporate Governance Report. The Company's policy on Risk

Management are available on the website of the Company
at the weblink:https://www.beekavsteel.com/wp-content/
uploads/2021/08/Risk Management Policy -Beekay Steel.pdf

Board Evaluation

The Board evaluates the effectiveness of its functioning of
the Committees and of individual Directors, pursuant to the
provisions of the Act and SEBI LODR. In accordance with the
provisions of the Act and SEBI LODR, the annual evaluation
process of the individual Directors, the Board and Committees
was conducted. The Board sought the feedback of Directors
on various parameters including fulfilment of responsibilities,
monitoring Corporate Governance practices, participation of
long term strategic planning, culture and dynamics of the Board
as well as committees.

The evaluation process inter alia considers attendance of
Directors at Board and committee meetings, effectiveness of
Board process, acquaintance with business, compliance with
code of conduct, vision and strategy, which is in compliance
with applicable laws, regulations and guidelines. The Board
evaluated its performance after seeking inputs from all the
Directors. The performance of the Committees was evaluated
by the Board after seeking inputs from the Committee Members
on the basis of criteria such as the composition of Committees,
effectiveness of Committee meetings, etc. The above criteria
are broadly based on the Guidance Note on Board Evaluation
issued by the SEBI.

In a separate meetings of the IDs, the performance of the Non¬
Independent Directors, the Board as a whole and Chairman of
the Company were evaluated taking into account the views of
Executive Directors and other Non-Executive Directors.

The performance evaluation of the Chairman 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. The Directors
were satisfied with the evaluation results, which reflected the
overall engagement of the Board and its Committees with
the Company. Details of the same are given in the Report on
Corporate Governance annexed hereto.

Directors and Key Managerial Personnel

(i) Directors - Retirement by Rotation:

In accordance with the provisions of Section 152(6) and
other applicable provisions of the Companies Act, 2013
and the Articles of Association of the Company, Mr. Gautam
Bansal, (DIN : 00102957) Director of the Company would
retire by rotation from the Board and being eligible, offers
himself for reappointment. The above appointment is
subject to the approval of the shareholders in the ensuing
Annual General Meeting of the Company.

The Disclosures as required for re-appointed Director are
disclosed in the Notice.

(ii) Appointment/ Re-appointment of Directors/
Executive Directors:

Appointment/Re-appointment/Retirement/
term completion

Pursuant to the provisions of Sections 152 & 161(1), read
with Schedule IV and other applicable provisions of the
Companies Act, 2013, the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, Mr. Lokanath Sahu (DIN: 11376365) has been
recommended by the Nomination and Remuneration
Committee (NRC) and then appointed by the Board of
Directors at their meeting held on 12^th November, 2025
as an Additional Director ( designated as Independent
Director) of the Company with effect from 12^th November,
2025 and pursuant to the provisions of Sections 152,196,
197, and 203 read with Schedule V and other applicable
provisions of the Companies Act, 2013, the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, and the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and upon recommendation by the
Nomination and Remuneration Committee and approval of
the Board of Directors, Mr. Lokanath Sahu (DIN: 11376365)
was appointed as a Wholetime Director (Operation) of the
Company for a period of 5 (five) years, w.e.f 12^th November,
2025 till 11^th November, 2030.

Pursuant to the provisions of sections 149, 152 and other
applicable provisions of the Companies Act, 2013 and the
Companies (Appointment and Qualification of Director)
Rules, 2014 Mr. Binod Kumar Tulsyan (DIN: 09025810) has
been recommended by the Nomination and Remuneration
Committee and then appointed as an Additional Director
(Independent) by the Board of Directors at their meeting
held on 12^th November, 2025. The Board recommended
his appointment as Independent Director subject to
the approval by the Members of the Company at the
ensuing AGM.

As per regulation 17(1 C) of SEBI-LODR, 2015 (as
amended), the Company has already got approval of their
appointment on 7^th January, 2026 i.e. within 3 months of
their appointment by means of Postal Ballot.

The profile and particulars of experience, attributes and
skills of the appointed/re-appointed Directors are disclosed
in the Notice of AGM.

(iii) Wholetime Key Managerial Personnel (KMP):

During the year under review Mr. Mukesh Chand Bansal,
Executive Director and Mr. Rabindra Kumar Sahoo,
Company Secretary and Compliance Officer, continued to
serve as the Key Managerial Personnel of the Company.

However, during the year under review, there was a change
in the Chief Financial Officer (CFO) of the Company. Pursuant

to the provisions of Section 203 and other applicable
provisions, if any, of the Companies Act, 2013 read with
Rule thereunder, and based in the recommendation of
Nomination and Remuneration Committee and the Audit
Committee, Mr. Ashok Agarwal was appointed as the Chief
Financial Officer (CFO) of the Company (designated as
the Key Managerial Personnel) of the Company, w.e.f 14^th
February,2026 in place of Mr. Manav Bansal, who resigned
from the office of Chief Financial Officer (CFO) of the
Company w.e.f 14^th February,2026.

None of the Directors of the Company are disqualified as
per section 164(2) of the Companies Act, 2013 and rules
made there under. The Directors have also made necessary
disclosures to the extent as required under provisions of
section 184(1) as applicable.

Details of significant and material orders passed
by the regulators, courts and tribunals impacting
the going concern status and company's
operations in future

There have been no significant and material orders passed
by the regulators or courts or tribunals impacting the going
concern status and company's operations in future.

Changes in the nature of business, if any

There has been no change in the nature of its main business of
the Company.

Vigil Mechanism / Whistle Blower Policy

In compliance with provisions of Section 177(9) of the
Companies Act, 2013 and Regulation 22 of amended SEBI
LODR Regulation, the Company has framed a Vigil Mechanism /
Whistle Blower Policy to deal with unethical behavior, actual or
suspected fraud or violation of the Company's code of conduct
or ethics policy, if any.

Commitment towards highest moral and ethical standards in the
conduct of business is of utmost importance to the Company.
The Audit committee oversees the vigil mechanism and the
persons who avail the mechanism are encouraged to escalate
to the level of the Audit Committee for any issue of concerns
impacting and compromising with the interest of the Company
and its stakeholders in any way. This policy also allows the direct
access to the Chairperson of the Audit Committee and makes
protective disclosures about the unethical behavior, actual
or suspected fraud or violation. This vigil mechanism fosters a
culture of trust and transparency among its stakeholders. The
whistle blower policy also includes reporting of incidents of leak
or suspected leak of Unpublished Price Sensitive Information
('UPSI') as required in terms of the provisions of the Securities
and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, as amended.

The Vigil Mechanism/Whistle Blower Policy has also been
uploaded on the Company's website at URL:https://www.

beekaysteel.com/wp-content/uploads/2021/08/Whistle-

Blower-Policy.pdf.

Details relating to Remuneration of Directors,
Key Managerial Personnel and Employees

Disclosure pertaining to remuneration and other details as
required under Section 197(12) of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is marked
as ''Annexure- B” which is annexed hereto and forms part of
the Directors' Report.

Company's Website

The website of your Company, www.beekavsteel.com, has been
designed to present the Company's businesses up-front on
the home page. The site carries a comprehensive database of
information including the Financial Results of your Company,
Shareholding pattern, Director's & Corporate Profile, details of
Board Committees, Corporate Policies and business activities of
your Company. All the mandatory information and disclosures
as per the requirements of the Companies Act, 2013 and
Companies Rules 2014 and as per the SEBI LODR Regulations,
2015 has been uploaded.

Performance & Financial Position of Associate
and Wholly Owned Subsidiary

AKC Steel Industries Ltd. is an Associate Company listed with
CSE and deals in machining jobs manufacturing and trading of
steel. It has reported total revenue of Rs. 8.63 Crores (Previous
Year Rs. 10.31 Crores) and has earned a profit of Rs. 257.37 Lakhs
(Previous Year earned a profit of Rs. 411.04 Lakhs) during the
year under review.

Beekay Utkal Steel Private Limited is a wholly owned subsidiary
(WOS) Company and set to set up a rolling mill in Kalinga Nagar,
Jajpur district in the state of Odisha. It has acquired adequate
land to set up green field project and in the process to get
several permissions and privileges to start up new undertaking
under the New Industrial policy of Govt. of Odisha. Your
Company has invested in Optionally Convertible Debentures of
the wholly-owned subsidiary amounting Rs. 1.50 Crores during
the year under review (previous year Rs. 2.07 Crores). The total
investment including the investment made during the year in
WOS is Rs. 21.05 Crores.

Auditors and Auditors' Report
Statutory Auditors:

M/s. Rustagi & Associates, Chartered Accountants, (Firm Reg No.:
314194E), were appointed as Statutory Auditors of the Company
for the period of 5 (Five) Years and would continue to hold the
office of Statutory Auditors till the conclusion of the AGM of
the Company to be held for the f.y. 2027-28. The Auditors have
confirmed that they are not disqualified from continuing as
Auditors of the Company.

The observations, if any, raised by the Statutory Auditor, M/s.
Rustagi & Associates, Chartered Accountants (Firm Reg. No.
314194E), in their Auditors' Report (both Standalone and
Consolidated), along with the accompanying notes to accounts,
are clear and self-explanatory, and therefore, no further
elaboration is required. The Auditors' Report does not include
any qualifications, reservations, adverse remarks, or disclaimers.

Secretarial Auditor:

The Secretarial Audit Report (MR-3), issued by Mr. Santosh
Kumar Tibrewalla, Practicing Company Secretary, Kolkata, for
the f.y. 2025-26, is given in “Annexure - C” to this Report. The
Secretarial Audit Report does not contain any qualification,
reservation, disclaimer or adverse remark.

The Secretarial Compliance Report for the financial year ended
31^st March 2026, in relation to compliance of all applicable SEBI
Regulations / circulars / guidelines issued thereunder, pursuant
to the requirement of Regulation 24A of the Listing Regulations,
is available on the website of the Company at "www.beekaysteel.
com".

Pursuant to the provisions of Section 204 of the Companies
Act, 2013, read with The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of SEBI (Listing Obligations and Disclosure
Requirements), Regulations 2015, Mr. Santosh Kumar Tibrewalla,
Practicing Company Secretary, Kolkata (Membership No.:3811 ;
CP No.: 3982), Peer Reviewed firm, was appointed as Secretarial
Auditors of the Company for the period of 5 (Five) Years from the
Fy-2025-26 and would continue to hold the office of Secretarial
Auditors till the conclusion of the 49^th AGM of the Company
for the f.y. 2029-30. The Secretarial Auditors have confirmed
that they are not disqualified from continuing as Auditors of
the Company.

Certificate for Non - Disqualification of Directors

The Certificate for Non-disqualification of Directors issued by
Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary
(FCS 3811) for the year ended on 31^st March, 2026 attached
herewith as “Annexure - D”.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013, in terms
of the Central Government's approval, the Board of Directors on
the recommendation of the Audit Committee has re-appointed
M/s. Somnath Roy & Associates, Cost Accountants, as the Cost
Auditor of the Company for the year 2026-27.

The Audit Committee has also received a Certificate from the
Cost Auditors certifying their independence and arm's length
relationship with the Company.

The Company submits it's Cost Audit Report with the Ministry of
Corporate Affairs within the stipulated time period and the Cost
Audit Report for the financial year 2024-25 has already been
filed with MCA.

As per the requirements of the Section 148 of the Act read
with the Companies (Cost Records and Audit) Rules, 2014 as
amended from time to time, your Company is required to
maintain and have the audit of its cost records conducted by a
Cost Accountant. Cost records are prepared and maintained by
the Company as required under Section 148(1) of the Act.

Secretarial Standards

The Company has in place proper systems to ensure compliance
with the provisions of the applicable secretarial standards
issued by The Institute of Company Secretaries of India and such
systems are adequate and operating effectively. The company
is compliant with all the Mandatory Secretarial Standards as
issued by the Institute of Company Secretaries of India.

Corporate Governance

Your Company has initiated, by providing the shareholders, to
avail the option of receiving online the requisite documents
i.e. notices, annual reports, disclosures and all other
communications, by registering their e-mail Ids. For the success
of 'Green Initiative' as per MCA circular no.17/2011 & No. 18/2011.

The Company continues to comply with the requirements
of SEBI LODR Regulations, 2015 and amendments thereto
regarding Corporate Governance. The Company is committed
to maintain the highest standards of Corporate Governance and
adheres to the Corporate Governance requirements set out by
the Securities and Exchange Board of India ("SEBI"). The Report
on Corporate Governance together with a certificate from
Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary
regarding Compliance of Conditions of Corporate Governance,
certification by M.D./CEO and the Management Discussion &
Analysis Report are attached herewith which forms part of this
Annual Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis as required in terms
of the Listing Regulations is annexed to the report and forms an
integral part of this report.

Pursuant to Regulation 34 (2) (e) read with Schedule V of SEBI
(Listing Obligations and Disclosure Requirement) Regulations,
2015, Management Discussion & Analysis Report with detailed
review of the operations, state of affairs, performance and
outlook of the Company is annexed to the report and forms an
integral part of this report.

Business Responsibility Report

Pursuant to the Regulation 34 (2)(f) of SEBI (LODR) Regulations,
2015, the Company is pleased to present the Business
Responsibility Report (BRR) for the financial year 2025-26
describing the initiatives taken from an environmental, social
and governance perspective in the reporting period is available
and annexed to the Board's report and forms an integral part of
this report.

Stock Exchange Listing

The Equity Shares of your Company are listed on BSE Limited
(nation-wide trading terminal). The applicable annual listing
fees have been paid to the Stock Exchange till financial year
2026-27.

Code of Conduct

The Code of Conduct for Directors, KMPs and Senior Executives
of the Company is already in force and the same has been
placed on the Company's website: www.beekaysteel.com.

Code of Conduct for Prevention of InsiderTrading

In terms of the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015 your Company
has adopted the Code of Conduct for Prevention of Insider
Trading and the same is also placed on the Company's website:
www.beekaysteel.com

Energy conservation, technology absorption
and foreign exchange earnings and outgo

Information in accordance with the provisions of Section 134(3)
(m) of the Companies Act, 2013, read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 regarding conservation of
energy, technology absorption and foreign exchange earnings
and outgo, are given in the “Annexure-E”, annexed hereto and
forms a part of this report.

Consolidated Financial Statements

The Audited Consolidated Financial Statements ofyour Company
for the Financial Year 2025-26 is prepared in compliance with
the applicable provisions of the Companies Act, 2013 ( "the
Act"), in accordance with the Accounting Standards as laid
down by the Institute of Chartered Accountants of India and as
stipulated under the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015
together with the Independent Auditors Report and forms part
of this Annual Report.

Further a statement containing the salient features of the
financial statement of the Associate Company & Wholly Owned
Subsidiary Company in the prescribed format, Form AOC-1 and
forms part of this Annual Report and is annexed hereto and
marked as “Annexure-F”.

In accordance with Section 136 of the Companies Act, 2013,
the audited financial statements, including the consolidated
financial statements and related information will be available
on our website. The Company will also make available copy on
specific request by any member of the Company, interested in
obtaining the same. These financial statements of the Company,
the subsidiary and the associate Company will also be kept open
for inspection by Members. The Members can send an e-mail to
secretarial@beekaysteel.comupto the date of the AGM

Disclosures as per applicable act and SEBI
LODR regulation

i) Composition of Audit Committee:

The Board has constituted the Audit Committee under
the Chairmanship of Mr. Pranab Kumar Chakrabarty.
Complete details of the said Committee are given in the
Corporate Governance Report, attached as Annexure to
this Board's Report.

ii) Recommendation by Audit Committee:

There were no such instances where the recommendation
of Audit Committee has not been accepted by the Board
during the financial year under review.

iii) Composition of Nomination & Remuneration
Committee

The Board has constituted the Nomination & Remuneration
Committee under the Chairmanship of Mr. Bharat Kumar
Nadhani. Complete details of the said Committee are given
in the Corporate Governance Report, attached as Annexure
to this Board's Report.

iv) Composition of Stakeholders Relationship
Committee

The Board has constituted the Stakeholders Relationship
Committee under the Chairmanship of Mr. Bharat Kumar
Nadhani. Complete details of the said Committee are given
in the Corporate Governance Report, attached as Annexure
to this Board's Report.

v) Composition of Corporate Social Responsibility
Committee

The Board has constituted the Corporate Social
Responsibility Committee under the Chairmanship of
Mr. Suresh Chand Bansal, Executive Chairman of the
Company. Complete details of the Committee are given in
the Corporate Governance Report, attached as Annexure
to this Board's Report.

vi) Risk Management Committee

The Board of the Company has constituted a Risk
Management Committee to frame, implement, monitor
and review the Risk Management plan and to ensure its
effectiveness. Pursuant to the amended provisions of
Regulation 21 of the SEBI (LODR) Regulations, 2015, the
Board has constituted the Risk Management Committee
under the Chairmanship of Mr. Manav Bansal, Wholetime
Director of the Company. Considering the multitude of
risks faced by listed entities, risk management has emerged
as a very important function of the Board of Directors.
The said RMC has identified "Risk Management Policy" to
minimize adverse impact on the business objectives and
enhance the Company's competitive advantage. The
Policy also defines the risk management approach across
the enterprise at various levels. Risk Management forms
an integral part of the Company's planning process. The
constitution details, roles and functions of the RMC are
highlighted in the Corporate Governance Report. The
Company's policy on Risk Management are available on the
website of the Company at the following weblink:https://
www.beekavsteel.com/wp-content/uploads/2021/08/
Risk Management Policy -Beekay Steel.pdf

vii) Other Functional Committees

The Complete details of the composition of other functional
committee are given in the Corporate Governance Report,
attached as Annexure to this Board's Report.

viii) Material changes and commitments, if any,
affecting the financial position between the end
of the financial year and date of the report

There is no such material changes that affected the financial
position between the end of the financial year and date of
the report.

ix) Risk Analysis

The Company has well defined risk management
framework in place comprising of regular audits and
checks for identifying, assessing, mitigating, monitoring
and reporting of risks associated with the businesses of
the Company. Major risks as identified are systematically
addressed by the concerned process owners through risk
mitigation actions on a continuing basis.

x) Extracts of Annual Return

Pursuant to Section 92 of the Companies Act, 2013 and
amendments thereof and in compliance of the Companies
(Amendment) Act, 2017, effective August 28, 2020, the
draft Annual Return for the financial year 2025-26 is placed
on the website of the Company at the following weblink:
https://www.beekaysteel.com/investors-zone/annual-
return/. This Annual Return is subject to such changes /
alterations / modifications as may be required to carry out
subsequent to the adoption of the Directors' Report by
the Shareholders at the 45^th Annual General Meeting and
receipt of Certificate from Practicing Company Secretary
(PCS) which the Shareholders agree and empower the
Board / Company and the copy of the final Annual Return
as may be filed with the Ministry of Corporate Affairs would
be furnished on the website of the Company.

xi) Subsidiaries, Associates or Joint Ventures:

Your Company has Wholly Owned Subsidiary Company
namely M/S. Beekay Utkal Steel Pvt. Ltd. and one Associate
Company, i.e. M/S. AKC Engineering Ltd. (previously AKC
Steel Industries Ltd. ) and does not have any joint ventures,
during the year under review.

xii) Nomination, Remuneration and Evaluation
Policy:

The Company on recommendation of its Nomination &
Remuneration Committee has laid down a Nomination,
Remuneration and Evaluation Policy, in compliance with

the provisions of the Companies Act, 2013 read with
the Rules made therein and the Listing Agreement with
the stock exchanges (as amended from time to time).
This Policy is formulated to provide a framework and set
standards in relation to the followings:

a. Criteria for appointment and removal of Directors, Key
Managerial Personnel (KMP) and Senior Management
Executives of the Company.

b. Remuneration payable to the Directors, KMPs and
Senior Management Executives.

c. Evaluation of the performance of the Directors.

d. Criteria for determining qualifications, positive
attributes and independence of a Director.

There has been no change in the policy since last fiscal.
The remuneration/ sitting fees paid to the Directors
are as per the terms laid out in the Nomination and
Remuneration Policy of the Company. The detailed
Nomination & Remuneration Policy of the Company is
placed on the Company's website and can be viewed
at www.beekaysteel.com

Significant & Material Orders Passed By The
Regulators Or Courts Or Tribunals Impacting
The Going Concern Status And Company's
Operations In Future

There have been no significant & material orders passed by
regulators / courts / tribunals impacting going concern status
and Company's operations in future.

Disclosure as per the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013

Beekay Steel upholds a zero-tolerance approach to sexual
harassment at the workplace. The Company follows a
comprehensive policy on prevention, prohibition, and redressal
of sexual harassment, aligned with the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013, and its applicable Rules made thereunder, as
amended from time to time.

The Company has complied with the requirements for
constituting Internal Complaints Committees across its
locations as per the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

The summary of the Sexual Harassment complaints received
during the year 2025-26 are as under:

During the year under review, no complaints with allegations of
sexual harassment were filed.

Compliance with Maternity Benefit Act, 1961

During the FY2025-26, the Company has complied with all the
applicable provisions relating to the Maternity Benefit Act, 1961.

Gender-Wise Composition of Employees

In compliance with the principles of Diversity, Equity and
Inclusion (DEI), the gender-wise composition of employees of
the Company are as follows :

Industrial relations

The industrial relation during the year 2025-26 had been
cordial. The Directors take on record the dedicated services
and significant efforts made by the Officers, Staffs and Workers
towards the progress of the Company.

Appreciation

The Board of Directors take this opportunity to express their
appreciation for the cooperation and assistance received from
the Government of India, the State Governments of Andhra
Pradesh, Tamil Nadu, West Bengal, Jharkhand and Odisha; the
financial institutions, banks as well as the shareholders during
the year under review. The Directors also wish to place on record
their deep sense of appreciation of the devoted and dedicated
services rendered by all employees of the Company.

For and On behalf of the Board of Directors
For Beekay Steel Industries Ltd.

Suresh Chand Bansal

Executive Chairman
(DIN :001031 34)

Manav Bansal

Wholetime Director
(DIN:00103024)