Your Directors have pleasure in presenting the 36^th Annual Report of the Company together with the Audited Financial
Statements for the financial year ended 31^st March, 2026, prepared in accordance with the applicable provisions of
the Companies Act, 2013 ("the Act"), the Rules made thereunder, the Secretarial Standards issued by the Institute of
Company Secretaries of India ("SS-1" and "SS-2"), and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI LODR Regulations").

1. Financial Highlights

The financial performance of the Company for the year under review, as compared to the previous financial year, is
summarised below:

2. State of the Company's Affairs and Operations

The financial year 2025-26 was a transformational year for the Company, marked by the successful implementation
of the Resolution Plan approved under the Corporate Insolvency Resolution Process and the consequent resumption
of manufacturing operations. Following a period of operational suspension prior to and during the resolution process,
the Company undertook a structured recommissioning of plant, machinery and utilities, re-engagement of its
workforce, and re-establishment of vendor and customer relationships.

During the year, the Company has earned total income of Rs. 5,919.93 lakhs as against Rs. 493.91 lakhs in the previous
year registering substantial increase of about 84.60%. The Company has incurred net loss of Rs. 3,727.20 lakhs as
against net loss of Rs. 2053.77 lakhs in the previous year.

Net loss can be mainly attributed to Finance cost, employee expenses and administration costs. The Company
continues to focus on a calibrated ramp-up of capacity utilisation, cost rationalisation and working capital
management, supported by the funds raised through the issuance of Secured Listed Non-Convertible Debentures in
January 2026.

3. Industry Outlook

A detailed analysis of the industry structure, opportunities, threats and outlook is set out in the Management
Discussion and Analysis Report, which forms part of this Annual Report.

4. Future Outlook

The Board believes that the Company is well positioned to build on the operational restart achieved during the year.
Key priorities for the ensuing year include progressive improvement in capacity utilisation, strengthening of the
customer and vendor base, disciplined working capital management, continued compliance with the covenants
applicable to the Company's listed debt securities, and consolidation of the enhanced capital base following the Rights
Issue completed in June 2026.

5. Material changes and commitments 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 report

A. CHANGE IN SHARE CAPITAL & LISTING APPROVAL

During the year under review, there was no change in share capital and accordingly the paid-up Equity Share
Capital of your Company continued to be Rs. 4,96,60,120 (Rupees Four crores ninety-six lakhs sixty thousand one
hundred and twenty only) divided into 49,66,012 (Forty-nine lakhs sixty-six thousand twelve) Equity shares of
Rs.10/- each as at 31^st March, 2026.

However, after the end of the financial year in order to achieve compliance with the minimum public
shareholding requirements prescribed under Rule 19A of the Securities Contracts (Regulation) Rules, 1957 and
Regulation 38 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of
Directors at its meeting held on 6^th June, 2026 allotted 13,30,060 Equity Shares of Rs. 10/- each at an issue price
of Rs. 112 per share (including premium of Rs. 102 per share) on Rights Basis, resulting into increase in the paid-
up equity share capital of the Company to ^6,29,60,720 divided into 62,96,072 equity shares of ^10 each. The
Company received listing approval from BSE on 8^th June, 2026, followed by trading approval on 9^th June, 2026.

B. INCREASE IN AUTHORISED CAPITAL

During the year under review, the Members of the Company at their Extraordinary General Meeting held on 8^th
December, 2025 approved increase in Authorised Capital from Rs. 5,00,00,000/- (Rupees Five Crores Only)
divided into 50,00,000 (Fifty Lakhs) Equity shares of Rs. 10 (Rupees Ten only) each to Rs. 25,00,00,000/- (Rupees
Twenty-five Crores Only) divided into 2,50,00,000 (Two crore fifty lakhs) Equity shares of Rs. 10/- (Rupees Ten
Only) each;

6. Disclosure under the Companies (Share Capital and Debentures) Rules, 2014

The Company has not issued any Equity share/ convertible securities during the year under review and accordingly,
the Company is not required to report

- Details of issue of Equity Shares with Differential rights pursuant to Rule 4(4) of

- Details of issue of Sweat Equity Shares pursuant to Rule 8(13) of

- Details of the Employee Stock Option Scheme pursuant to the Rule 12(9) of the Companies (Share Capital
and Debentures) Rules, 2014

However, the Board of Directors, at its meeting held on 14^th November 2025, approved the issuance of secured,
rated, non-convertible debentures aggregating up to Rs. 300 crores on a private placement basis to M/s India
Resurgence Asset Management Business Pvt. Ltd. Pursuant thereto, the Company allotted the first series of
debentures aggregating Rs. 160 crores on 1^st January, 2026. Accordingly, 16,000 secured, rated, partly paid-up
non-convertible debentures having a face value of Rs. 1,00,000 each were allotted at a paid-up value of Rs.
87,500 per debenture. Against the said allotment, the Company has received Rs. 140 crores from the debenture
holders, and the balance amount is expected to be received in subsequent tranches in accordance with the terms
of the issue.

The Company received the listing approval for the aforesaid non-convertible debentures on 9^th January, 2026.

7. Change in Subsidiary Company / Joint Venture / Associate Company during the year

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.

8. Dividend

In view of the Company's recent revival from the Corporate Insolvency Resolution Process and its focus on stabilising
operations, strengthening its balance sheet and conserving resources for working capital and capital expenditure
requirements, your Directors do not recommend any dividend for the financial year 2025-26.

9. Transfer to Reserves

The Company is not required to transfer any amount to its reserves. Hence, no amount is transferred to reserves.

10. Voluntary revision of Financial Statements or Board's Report

Since the Company has not made any voluntary revision of Financial Statements or Board's Report during the year
under review, detailed reasons for the same pursuant to proviso to section 131 of the Act are not required to be
reported.

11. Share Capital

11.1 Authorised, Issued, Subscribed and Paid-up Share Capital

11.2 Changes in Share Capital During the Year

During the year under review, the Members of the Company at their Extraordinary General Meeting held on 8th
December, 2025 approved increase in Authorised Capital from Rs. 5,00,00,000/- (Rupees Five Crores Only) divided
into 50,00,000 (Fifty Lakhs) Equity shares of Rs. 10 (Rupees Ten only) each to Rs. 25,00,00,000/- (Rupees Twenty-five
Crores Only) divided into 2,50,00,000 (Two crore fifty lakhs) Equity shares of Rs. 10/- (Rupees Ten Only) each. There
was no change in the paid-up Equity Share Capital of your Company and it continued to be Rs. 4,96,60,120 (Rupees
Four crores, ninety-six lakhs sixty thousand and one hundred twenty only) as at 31^st March, 2026.

11.3 Rights Issue (Subsequent Event)

After the end of the Financial year in order to achieve compliance with the minimum public shareholding
requirements prescribed under Rule 19A of the Securities Contracts (Regulation) Rules, 1957 and Regulation 38 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors at its meeting held
on 6th June, 2026 allotted 13,30,060 Equity Shares of Rs. 10/- each at an issue price of Rs. 112 per share (including
premium of Rs. 102 per share) on Rights Basis, resulting increase in the paid-up equity share capital of the Company
to ^6,29,60,720 comprising 62,96,072 equity shares of ^10 each. The Company received listing approval from BSE on
8th June, 2026, followed by trading approval on 9th June, 2026

12. Directors and Key Managerial Personnel

12.1 Changes in Directors and KMP

During the year under review, following changes took place in the composition of Board of Directors and Key
Managerial Personnel:

(i) Resignation of CS Parag Dave as a Company Secretary and Compliance Officer with effect from 14^th
November, 2025.

(ii) Appointment of CS Bhavisha Dubber as a Company Secretary and Compliance Officer with effect from 15^th
November, 2025.

(iii) Resignation of Mr. Anshoo Raj Khare (DIN:10311752) as a Whole -time Director and from the Directorship
of the Company with effect from 13^th January, 2026.

(iv) The Board of Directors of the Company, at its meeting held on 13^th January, 2026, approved the
appointment of Mr. Shankar R. Bharadhwaj (DIN: 02340170) as a Nominee Director on the Board of the
Company and the same was also approved by the shareholders.

(v) The Board of Directors of the Company, at its meeting held on 14^th February, 2026, approved the
appointment of Mr. Subir Kumar Chowdhury (DIN: 03633998) as an Additional Director to hold office upto
next Annual General Meeting and an Independent Director not liable to retire by rotation for the first term
of three years with effect from 14^th February, 2026. Subsequently, the appointment was approved by
shareholders on 12^th May, 2026 through postal ballot.

(vi) The Board of Directors of the Company, at its meeting held on 14^th February, 2026, approved the
appointment of Mr. Deepak Sharma (DIN: 11484653) as an Additional Director to hold office upto next
Annual General Meeting and as an Executive Director for a term of two years w.e.f. 14th February, 2026.
Subsequently, the appointment was approved by shareholders on 12^th May, 2026 through postal ballot.

(vii) The members of the Company at their 35^th Annual General Meeting held on 31^st October, 2025 approved
reappointment of Mr. Anoop Kumar Saxena (DIN: 10311727) as a retiring Director.

(viii) The members of the Company at their 35^th Annual General Meeting held on 31st October, 2025 approved
reappointment of Mr. Ashok Kumar shah (DIN: 06977676) AND Mr. Satish Kumar Panchal (DIN: 03106982)
as an Independent Director of the Company for a second term of five years with effect from 15^th April,
2026.

12.2 Directors Retiring by Rotation

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Ms. Mukta
Jain retires by rotation at the ensuing Annual General Meeting and, being eligible, offers herself for re-appointment.
The Board recommends her re-appointment.

12.3 Declaration by Independent Directors and statement with regard to integrity, expertise and experience
of Independent Directors

The Company has received necessary declarations from each Independent Director under Section 149(7) of the Act
and Regulation 16(1)(b) and 25(8) of the SEBI LODR Regulations, confirming that they meet the criteria of
independence and are not aware of any circumstance or situation which could impair or impact their ability to
discharge their duties with an objective independent judgment. Your Directors are of the opinion that Independent
Directors of the Company are of high integrity and suitable expertise as well as experience (including proficiency).

12.4 Formal Board Evaluation

Pursuant to the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('LODR') as may be
applicable, Board evaluation was made 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.

12.5 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 https://steelcogujarat.com/

12.6 Particulars of Employees

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.

12.6 Directors Training & Familiarization

The Directors are regularly informed during the meetings of the Board and the Committees, of the activities of the
Company, its operations and issues faced by the Steel Industry. Considering the association of the Directors with the
Company and their seniority and expertise in their respective areas of specialization and knowledge of the engineering
industry, their training and familiarization were conducted in the below mentioned areas:

• The Roles, Rights, Responsibilities and Duties of Independent Directors

• Business Development Strategy and Plans

• Changes brought in by the introduction of the Securities Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015

• New SEBI Regime - Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015

13. Meetings of the Board

During the financial year 2025-26, eight meetings of the Board of Directors were held. The details of the meetings,
and attendance of Directors, are set out below and in the Corporate Governance Report:

The maximum interval between any two meetings did not exceed 120 days, in compliance with Section 173 of the Act
and Regulation 17(2) of the SEBI LODR Regulations.

14. Committees of the Board

14.1 Audit Committee

The composition of the Audit Committee and the details of attendance of its members at the meetings held during
the financial year are given below:

All the members of the Audit Committee are having financial and accounting knowledge. The Audit Committee also
invites such persons, as it considers appropriate to be present at its meetings.

14.2 Nomination and Remuneration Committee

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 https://steelcogujarat.com/

During the Year under Review, six meetings were held during the Financial Year 2025-26.

The Nomination and Remuneration Committee was constituted comprising of the following members:

14.3 Stakeholders Relationship Committee

During the Year under Review, total one meeting was held during the Financial Year 2025-26.

The Stakeholders' Relationship Committee was constituted comprising of the following members:

15. Internal Financial Controls and their Adequacy

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 31^st March, 2026, 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.

16. Risk Management

The Company has a reasonably workable risk management framework to identify measure and mitigate business
risks and opportunities. The framework seeks to minimize adverse impact on the business objective and enhances
the Company's competitive advantage. This risk management framework helps in managing market, credit and
operations risks.

17. Vigil Mechanism / Whistle Blower Policy

The Company has in place Vigil Mechanism for directors and employees to report their genuine concerns about
unethical behaviour, actual or suspected fraud, or violation of code of conduct and its details are available on the
website of the Company at https://steelcogujarat.com/

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 LODR, to report genuine concerns of Directors and Employees. The Policy has been
posted on website of the Company at https://steelcogujarat.com/

18. 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 https://steelcogu jarat.com/

19. 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.

20. Policy on Prevention of Sexual Harassment

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment
of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has
been set up to redress complaints received regarding sexual harassment. All employees (Permanent, contractual,
temporary, trainees) are covered under this policy. The summary of sexual harassment complaints received, disposed
off and pending for more than ninety days during the financial year 2025-26 is as under:

21. Compliance with Secretarial Standards

The Company has complied with the applicable Secretarial Standards on Meetings of the Board of Directors (SS-1) and
General Meetings (SS-2) issued by the Institute of Company Secretaries of India, to the extent applicable during the
year under review.

22. Related Party Transactions

There were no related party transactions during the year under review.

23. Deposits

The Company has not accepted any deposits from the public within the meaning of Section 73 and 76 of the Act read
with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

24. Particulars of Loans, Guarantees and 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.

25. Significant and Material Orders passed

No significant or material order was passed by the Regulators or courts or tribunal impacting the going concern
status and the Company's operations in future during the year under review.

26. Corporate Social Responsibility (CSR)

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.

27. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, and 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, are provided below:

A. Conservation of Energy

The Company remains committed to conserve energy and has installed a solar power system at its facilities to
promote the use of renewable energy and enhance energy efficiency. The Company also continues to undertake
measures for the optimal utilization and conservation of energy, wherever feasible.

B. Technology Absorption

The Company has not imported any technology during the financial year under review. Accordingly, there are no
particulars to be furnished relating to technology absorption in terms of the applicable provisions of the Companies
Act, 2013 and the rules made thereunder.

C. Foreign Exchange Earnings and Outgo

During the financial year under review, the Company did not have any foreign exchange earnings or foreign
exchange outgo.

28. Annual Return

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014,
the Annual Return for FY 2025-26 is uploaded on the website of the Company at www.steelcogujarat.com

29. 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:

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

• 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;

• 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;

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

• 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.

• 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.

30. Auditors

30.1 Statutory Auditors

The members of the Company at their 34^th Annual General Meeting held on 30^th September, 2024 appointed M/s. M
Sahu & Co. Chartered Accountants as Statutory Auditors to hold office for a term of five years from the conclusion of
the 34^th Annual General Meeting. However, in compliance with the Debenture Trust Deed dated 3^rd December, 2025
he resigned as Auditor of the Company effective from close of business hours on 14^th August, 2026 solely to enable
the Company to comply with Clause 7.13 of the Debenture Trust Deed dated 3^rd December, 2025 requiring the
Company to appoint another accounting firm as statutory auditor acceptable to the Debenture Trustee and
Debenture holders. Based on the requirements of the Deed and the consent of the proposed auditors, the Board of
Directors, on the recommendation of the Audit Committee, at its meeting held on 13^th August, 2026 appointed M/s.
T R Chadha & Co. LLP, Chartered Accountants, as the Statutory Auditors of the Company to fill up the casual vacancy
caused by the resignation of M/s. M Sahu & Co., Chartered Accountants, to hold office until the conclusion of the
ensuing Annual General Meeting, subject to the approval of the Members.

30.2 Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company appointed M/s Devesh Pathak & Associates, Practising Company
Secretaries, to undertake the Secretarial Audit of the Company for FY 2025-26. The Secretarial Audit Report in Form
MR-3 is annexed as Annexure 3 to this Report.

30.3 Cost Auditor

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 during the year
under review.

30.4 Internal Auditor

The Company had appointed M/s. K R & Associates Chartered Accountants, as an Internal Auditor for the Financial
Year 2025-26 under Review pursuant to section 138 of the Companies Act, 2013 read with Rule 13 of the Companies
(Accounts) Rules, 2014.

30.5 Reporting of Fraud by Auditors

During the year under review, there have been no instances of fraud reported by the Statutory Auditors under Section
143(12) of the Act and Rules framed there under either to the Company or to the Central Government.

31. Management Discussion and Analysis

A detailed Management Discussion and Analysis Report as per Annexure-1, covering industry structure and
developments, opportunities and threats, segment-wise performance, outlook, risks and concerns, and internal
control systems, forms part of this Annual Report as required under Regulation 34(2)(e) of the SEBI LODR Regulations.

32. Corporate Governance Report

A separate Annexure-2 on Corporate Governance, together with a Certificate M/s Devesh Pathak & Associates,
Practising Company Secretaries, regarding compliance with the conditions of Corporate Governance as stipulated
under the SEBI LODR Regulations, forms part of this Annual Report.

33. Material Changes in the nature of Business

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

34. General Disclosures

Your Directors state that there was no transactions of buy back of securities or financial assistance in the regard
during the year under review, no disclosure or reporting is required in respect of it.

35. Statement of compliance of Maternity Benefit Act, 1961

Your Directors state that the Company is compliant of the provisions of the Maternity Benefit Act, 1961.

36. NO APPLICATION PENDING UNDER IBC

Neither any application is made, nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016
(IBC) during the year under review and accordingly, the Company has no information to offer in this regard.

37. NO ONE TIME SETTLEMENT (OTS)

The Company has not undergone any one-time settlement and accordingly the Company has no information to
offer in respect of the difference between the amount of the valuation at the time of one-time settlement and the
valuation date while taking loan, if any.

38. Acknowledgement

Your Directors place on record their sincere appreciation for the co-operation and support extended by the Central
and State Government authorities, the Hon'ble National Company Law Tribunal, the Debenture Trustee, lenders,
banks, customers, vendors, shareholders, debenture holders and other stakeholders during the Company's revival

and the year under review. Your Directors also place on record their appreciation for the dedication, commitment
and hard work of employees at all levels, whose efforts have been instrumental in the successful restart of
manufacturing operations.

By order of the Board
For Steelco Gujarat Limited

Sd/- Sd/-

Place: Vadodara Mr. Anoop Kumar Saxena Mr. Deepak Sharma

Date: 13.08.2026 Managing Director Director

DIN: 10311727 DIN: 11484653