Your Directors have pleasure to present the 34th Annual Report of your Company together with
the Audited Financial Statements for the year ended 31st March, 2024.

1. The State of the Company's affairs:

i. THE FINANCIAL SUMMARY/ HIGHLIGHTS

Profits on exceptional items is mainly attributable to the reliefs granted to the Company under the
Resolution Plan approved by Hon'ble National Company Law Tribunal, Ahmedabad Bench, (Court
no. II) ('Hon'ble NCLT') vide their order no. IA No./763/(AHM)/2022 in CP(IB)/342/(AHM) 2020 dated
31^st July, 2023.

ii. APPROVAL TO RESOLUTION PLAN BY HON'BLE NCLT

Hon'ble National Company Law Tribunal Ahmedabad Bench, (Court No. II) ('Hon'ble NCLT') vide
their order no. IA No./763/(AHM)/2022 in CP(IB)/342/(AHM) 2020 pronounced on 31^st July,
2023 ('the order') approved the Resolution Plan submitted by M/s Next Orbit Growth Fund III
the successful Resolution Applicant ('NOGF'). Highlights of the same are as follows:

a. Option of Delisting:

The Company shall stand delisted if chosen by the Resolution Applicant ('NOGF') as well as
the Capital Reduction shall become effective. However, your Directors have opted for
continuation of Listing.

b. Extinguishment of Share Capital:

Entire Equity and Preference share capital shall stand extinguished on subscription of the
Equity Shares by the Resolution Applicant ('NOGF') and its affiliates/Nominees/SPVs.
However, keeping in view prevailing SEBI Regulations in the light of continued listing public
shareholding is partially reduced. Details of Restructuring of Share Capital is elaborated in
the Paragraph no. 3 (Change in share capital)

c. Reduction in Authorised Capital

Authorised capital clause of Memorandum of Association stands altered relating to
reduction in Authorised Capital from Rs. 150 crores to Rs. 5 crores.

d. Authority to the Resolution Applicant ('NOGF') to reconstitute the Board and appoint other
personnel

The Resolution Applicant ('NOGF') is authorised to reconstitute the Board, including
Independent Directors to appoint various personnel like Chief Executive Officer, Chief
Operating Officer, Chief Financial Officer, Auditors, etc.

e. Deemed approval of Shareholders/members

All the approvals of Shareholders/members of the Corporate Debtor ('the Company') shall
be deemed to have been obtained. Accordingly, Restructuring of Capital as per Resolution
Plan shall also be binding on them.

f. Payment to the Creditors and employees by the Resolution Applicant as per Resolution Plan
The Resolution Applicant ('NOGF') already infused the fund of Rs. 86.15 crores and payment
was also accordingly made to the Creditors & employees in terms of the order.

iii. EARLIER UNDER CORPORATE INSOLVENCY PROCESS (CIRP) DURING THE YEAR

a) As you may be aware, the Company has been un-operational since November, 2019. Then
the Company was admitted to Corporate Insolvency Resolution Process (CIRP) vide order
CP(IB) No. 342/NCLT/AHM/2020 dated 31.12.2020 by Hon'ble National Company Law
Tribunal, Ahmedabad Bench, (Court No. II) ('Hon'ble NCLT') and Mr. Nirav Anupam Tarkas,
Chartered Accountant was appointed as Interim Resolution Professional (IRP). Subsequently,
at the first CoC Meeting held on 10.02.2021, his appointment was confirmed as Resolution
Professional (RP).

The Board has taken on record its appreciation for valuable contributions made by him for
steering the company especially during CIRP period.

2. CHANGE IN THE NATURE OF BUSINESS

There was no material change in the nature of business of the Company during the year.

3. CHANGE IN SHARE CAPITAL

In terms of the Resolution Plan approved by the Hon'ble NCLT vide their order dated 31^st July,
2023 Restructuring of the Equity and Preference share capital effective from 31^st March, 2024
was implemented as follows:

i. Allotment of 47,00,000 Equity shares of Rs. 10/-each aggregating to Rs. 4,70,00,000 to
the Resolution Applicant/SPV with effect from 31st March, 2024 out of the funds already
infused pursuant to Clause 3(xv)(4) (page 17 of the order read with Clause 3(d) relating
to Equity infusion of Part A (Business Plan) (Page no. 11 of the Resolution Plan),
paragraph 1.2.9 of Part B (Financial Proposal) (page no. 25 of the Resolution Plan) read
with Clause VI(5)(a) of Schedule 2 (Page no. 40 of the Resolution Plan) of the Resolution
Plan.

ii. Total reduction of

- 3,19,21,366 Equity Shares of Rs. 10/-each aggregating to Rs. 31,92,13,660

- 3,28,20,000 12.5% Cumulative Redeemable Non-Convertible Preference Shares of
Rs.10/- each aggregating to Rs. 32,82,00,000

- 34,86,200 7% Cumulative Redeemable Non-Convertible Preference Shares of Rs.10/-
each aggregating to Rs. 3,48,62,000 held by M/s. Spica Investment Ltd; Promoter wef
31st March, 2024 pursuant to Clause 3(xv)(3) (page no. 16 of the order), Clause 6 (page
no. 19 of the order read with Clause 3(e) relating to Capital Reduction of Part A (Business
Plan) (Page no. 11 of the Resolution Plan), paragraph 1.2.8(d) of Part B (Financial
Proposal) (page no. 24 of the Resolution Plan) and Para VII of Schedule - 2 (page no. 41
of the Resolution Plan) of the Resolution Plan.

iii. Partial reduction of 1,06,40,456 Equity Shares of Rs. 10/-each aggregating to Rs.
10,64,04,560 held by public into 2,66,012 Equity Shares of Rs. 10/-each aggregating to
Rs. 26,60,120 in the ratio of 2.5 Equity Shares of Rs. 10/-each for every 100 Equity shares
of Rs. 10/- each held by every public shareholder with effect from 31st March, 2024 in
terms of SEBI Regulations and pursuant to Clause 3(xv)(3) (page no. 16 of the order),
Clause 6 (page no. 19 of the order read with Clause 3(e) relating to Capital Reduction of
Part A (Business Plan) (Page no. 11 of the Resolution Plan), paragraph 1.2.8(d) of Part B
(Financial Proposal) (page no. 24 of the Resolution Plan) and Para VII of Schedule - 2
(page no. 41 of the Resolution Plan) of the Resolution Plan

iv. Alteration in the Capital Clause of Memorandum of Association relating to Reduction in
Authorised Capital from Rs. 150 crores to Rs. 5 crores pursuant to Clause No. VIII of
Schedule 2 (page no. 41 of the Resolution Plan) of the Resolution Plan

v. Approval of the shareholders/members would be deemed to have been obtained and
the provisions made in the resolution plan as regards the restructuring of capital shall be
binding on them.

4. AMOUNT TRANSFERRED TO RESERVES:

In view of carried forward losses, your Directors do not recommend to transfer any amount to the
reserves.

5. DIVIDEND

Your Directors do not recommend any dividend on the equity shares of the Company in view of
carried forward losses.

6. DEPOSITS

Your Company has neither accepted nor renewed any deposits within the meaning of Section 73 of
the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

7. LOANS, GUARANTEES OR INVESTMENTS

The Company has neither made any investment nor loan nor given any guarantees nor provided any
securities covered under the provisions of Section 186 of the Companies Act, 2013 ('the Act') during
the year under review.

8. INFORMATION ABOUT SUBSIDIARY COMPANY / JOINT VENTURE / ASSOCIATE COMPANY

Neither the Company has any Subsidiary, Joint Venture or Associate Company nor has any other
Company become or ceased to be Subsidiary / Joint Venture / Associate Company. However, the
Company ceased to be subsidiary of M/s Spica Investments Ltd in view of extinguishment of its
shares in the Company wef 31^st March, 2024.

9. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Earlier, during the CIRP, the Company was being managed by CA Mr. Nirav Anupam Tarkas Resolution
Professional and the powers of the Board stood suspended.

After pronouncement of the order on 31^st July, 2023 by Hon'ble NCLT, reconstitution of the Board of
Directors of the Company in terms of Resolution Plan was as follows:

i. Appointment of Mr. Anoop Kumar Saxena (DIN: 10311727), Mr. Anshoo Raj Khare (DIN:
10311752) and Ms. Mukta Jain (DIN: 10315222) as Directors on 25^th October, 2023.

ii. Cessation of Praful Chandaria (DIN: 02516129), Ms. Amita Trehan (DIN: 00087510) and
Mr. Ajay Prapray Shanghavi (DIN: 00084653) on 20^th December, 2023.

iii. Appointment of Mr. Ashokkumar N. Shah (DIN: 06977676) and Mr. Satish Kumar Panchal
as Additional Directors to hold office upto next Annual General Meeting and as
Independent Director w.e.f. 15^th April, 2024.

iv. Appointment of CA Mr. Mahendra Parekh as a Chief Financial Officer w.e.f. 15^th April,
2024.

v. Appointment of Mr. Anoop Kumar Saxena as Managing Director and Mr. Anshoo Raj
Khare as Whole time Director w.e.f. 15^th April, 2024.

vi. Appointment of CS Ms. Sejal Rana as a Company Secretary as Compliance officer from
the date of her joining.

10. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed amount, required to be transferred to Investor Education &
Protection Fund (IEPF) during the year under review, no amount was transferred to IEPF.

11. MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company have
occurred between the end of financial year to which this financial statement relates and the
date of this report and hence not reported.

12. BOARD EVALUATION

Pursuant to the Act and LODR as may be applicable, a structured questionnaire was prepared after
taking into consideration of the various aspects of the Board's functioning, composition of the Board
and its Committees, culture, execution and performance of specific duties, obligations, governance,
etc. In the course of implementation of Resolution Plan, Independent Directors were inducted on
15^th April, 2024 and hence no separate meeting of independent directors was held.

13. NUMBER OF MEETINGS OF THE BOARD/COMMITTEES/MEMBERS

No Board Meeting or Committee Meeting or General Meeting was conducted during the CIRP
period. However, thereafter two Board Meetings were held during the year under review.

14. WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has a Whistle Blower Policy pursuant to Section 177 of the Companies Act, 2013 and
the rules made there under and Regulation 22 of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, to report genuine concerns of Directors and Employees. The
Policy has been posted on website of the Company at www.steelcogujarat.com.

15. CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE
SENSITIVE INFORMATION

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 the Board of Directors of the
Company approved the updated Code of Practices and Procedures for Fair Disclosure of Unpublished
Price Sensitive Information. The Policy has been posted on website of the Company at
www.steelcogujarat.com.

16. NOMINATION AND REMUNERATION POLICY

The Policy of the Company has been framed on Directors' appointment and remuneration including
criteria for determining qualifications, positive attributes, independence of a Director and
remuneration of Key Managerial Personnel and other employees of the Company pursuant to Sub¬
section (3) of Section 178 of the Act and Regulation 19 of LODR. The Policy has been posted on
website of the Company at www.steelcogujarat.com.

17. CORPORATE GOVERNANCE

A separate report on Corporate Governance as stipulated by Regulation 34(3) read with Para C of
Schedule V to the LODR, along with the required certificate from a Practicing Company Secretary
regarding compliance of the conditions of Corporate Governance as stipulated by para E of LODR
along with the compliance certificate from MD and CFO is appended as Annexure-1.

18. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report is appended as Annexure-2.

19. RELATED PARTY TRANSACTIONS

The Company has not entered into any contracts/ arrangement with related parties pursuant to
section 188 of the Companies Act, 2013 and hence, no information is furnished.

20. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of the knowledge and belief and according to the information and explanations obtained
by us, your Directors make the following statement in terms of Section 134(4) (c) of the Companies
Act, 2013:

i. That in preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures, if any;

ii. 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 at the end of the financial year and of the profit and
loss of the Company for the year ended on that date;

iii. That the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the assets
of the Company and for preventing and detecting fraud and other regularities;

iv. The Directors had prepared annual accounts on a 'Going Concern' basis;

v. That 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.

vi. That the Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such system were adequate and operating effectively.

21. APPOINTMENT OF STATUTORY AUDITORS

In terms of Resolution Plan approved by Hon'ble NCLT vide their order dated 31^st July, 2023 read
with letter dated 5^th April, 2024 of NOGF-111, the successful Resolution Applicant and on the
recommendation of the Audit Committee, the Board appointed M/s. M Sahu & Co., Chartered
Accountants (Firm Registration No. 130001W), as Statutory Auditors of the Company to hold
office upto next Annual General Meeting.

22. COST RECORDS AND COST AUDIT

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and
Audit) Rules 2014, maintenance of cost records and appointment of Cost Auditors were not
applicable to the Company.

23. QUALIFICATIONS / OBSERVATIONS OF STATUTORY AUDITORS' REPORT AND SECRETARIAL

AUDIT REPORT

The observations of the auditors, viz. Statutory Auditors and Secretarial Auditors, when read
together with the relevant notes to the financial statements, are self-explanatory and should be
viewed in the light of following facts and circumstances:

i. the Company had one promoter Director and two Independent Directors (including one
Woman Director) before the commencement of the year and ceased to be Directors in
terms of Resolution Plan on 20^th December, 2023. Before that the Company appointed
three Directors (including one Woman Director) pursuant to Resolution Plan on 25th
October, 2023. However, there was no optimum combination of the Board of Directors
as at 31st March, 2024 and the Company did not have any Committee.

ii. Neither Board meeting nor any Committee was held during CIRP period.

In the regard, the auditors have been informed that:

i. The Company has been un-operational since November, 2019

ii. The Company was admitted to Corporate Insolvency Resolution Process (CIRP) vide order
CP(IB) No. 342/NCLT/AHM/2020 dated 31.12.2020 by Hon'ble National Company Law
Tribunal, Ahmedabad Bench, Court No. II (Hon'ble NCLT) and Mr. Nirav Anupam Tarkas,
Chartered Accountant was appointed as Interim Resolution Professional (IRP).
Subsequently, at the first CoC Meeting held on 10.02.2021, his appointment was
confirmed as Resolution Professional (RP)

iii. During the CIRP period, powers of the Board stood suspended

iv. Hon'ble NCLT subsequently passed an order vide No. IA No. 763/AHM/2022 in
CP(IB)/342/AHM/2020 dated 31st July, 2023 approving Resolution Plan submitted by
M/s. Next Orbit Growth Fund III - the Resolution Applicant for Steelco Gujarat Limited
('the Company')

v. The New Management (the Resolution Applicant) is in the process of implementation of
the Resolution Plan. The Company has appointed two Independent Directors, Managing
director, Whole time Director and Chief Financial Officer on 15th April, 2024

vi. Auditors' observations should be viewed in aforesaid perspective

24. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made
thereunder, the Company have appointed M/s. Devesh Pathak & Associates, Practising Company
Secretaries, Vadodara to undertake the Secretarial Audit of the Company for the financial year 2023¬
24. The Secretarial Audit Report is appended as Annexure-3 and forms an integral part of this report.

25. COMPLIANCE WITH SECRETARIAL STANDARDS

The Secretarial Standards issued and notified by the Institute of Company Secretaries of India has
been generally complied with by the Company during the year under review after CIRP period.

26. ANNUAL RETURN ON THE WEBSITE

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return for FY 2023-24 is uploaded on the website of the
Company at www.steelcogujarat.com.

27. INTERNAL FINANCIAL CONTROLS

The Company has designed and implemented a process driven framework for Internal Financial
Controls ("IFC") within the meaning of the explanation to section 134(5)(e) of the Act. For the year
ended on 31st March, 2024, the Board is of the opinion that the Company has in all material respects
sound Internal Financial Control system in place, commensurate with the size, scale and complexity
of its business operations, however, they are required to be strengthened further and its operative
effectiveness requires improvement. The Company has a process in place to continuously monitor
the same and identify gaps, if any, and implement new and / or improved internal controls whenever
the effect of such gaps would have a material effect on the Company's operations.

28. ANTI-SEXUAL HARASSMENT POLICY

The Company, in view of having lesser than 10 employees was not required to constitute Internal
Complaints committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. However, the Company has zero tolerance approach
towards sexual harassment of women at workplace. Further, no complaint was received by the
Company during the year under review.

29. DISCLOSURE OF PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the Company was virtually unoperational, the Company:

a. has no material information to offer in respect of Conservation of Energy

b. has no material information to offer in respect of Technology absorption

c. has neither earned nor spent any foreign exchange.

30. DETAILS ABOUT THE DEVELOPMENT AND IMPLEMENTATION OF POLICY ON CORPORATE
SOCIAL RESPONSIBILITY INITIATIVES:

Since the Company does not fall in any of the criteria mentioned in section 135(1) of the Act,
provisions of Section 135 of the Act and rules framed thereunder relating to corporate social
responsibility, are not applicable to the Company. Hence, no details in the regard have been
furnished.

31. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There was no employee drawing remuneration of Rs. 1,02,00,000 or more per annum or Rs.
8,50,000 per month for any part of the year or more including any director. Hence no particulars
have been furnished as contemplated under section 197 of the Act read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

32. SIGNIFICANT OR MATERIAL ORDER PASSED

Hon'ble NCLT vide its order no. IA No. 763 (AHM)/2022 in CP(IB)/342/(AHM)2020 pronounced
on 31st July 2023 ('the order') approved the Resolution Plan submitted by M/s Next Orbit
Growth Fund III ('Successful Resolution Applicant') in respect of the Company as detailed in
foregoing paragraphs.

The successful Resolution Applicant and the Company are in the process of implementation of
the Resolution Plan and aforesaid observations/information should be viewed in the said
perspective.

33. GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items
as there were no transactions on these items during the year under review:

a) Details relating to deposits covered under Chapter V of the Act.

b) Details of remained, unpaid or unclaimed dividend at the end of year.

c) Issue of equity shares with differential right as to dividend, voting or otherwise.

d) Issue of shares (including Sweat Equity Shares) to employees of the Company under any
scheme.

e) Neither the Managing Director nor the Whole Time Directors of the Company receive any
remuneration or commission from any of its subsidiaries.

f) No significant or material order, is passed by the Regulators or Courts or Tribunals, which
impact the going concern status and Company's operations in future.

34. ACKNOWLEDGEMENT

Your Directors take this opportunity to express their appreciation for the co-operation and
assistance received from the Government of India, Government of Gujarat, Financial Institution,
the Company's Bankers, Electricity Companies, Palej Gram Panchayat, other Government
Agencies, Customers, Suppliers and Investors. Your Directors express gratitude to the investors
for their confidence reposed in the Company and Co-operation, and especially to the employees
for their dedicated service and support.

35. CAUTIONARY STATEMENT

Statement in the Board's Report and Management Discussion and Analysis describing the
Company's objectives, projections, estimates, expectations or predictions may be 'Forward
Looking Statements' within the meaning of applicable securities laws and regulations. Actual
results may differ materially from those expressed or implied. Important factors that may make
difference to the Company's operations include raw material availability and its prices, cyclic
demand and the pricing in the Company's principal markets, changes in government policies,
regulations, tax regimes, economic developments within India and countries in which the
Company conducts business.

By order of the Board

For Steelco Gujarat Limited

Place: Vadodara Mr. Anoop Kumar Saxena Mr. Anshoo Raj Khare

Date: 24^th June 2024 Managing Director Whole Time Director