Your directors have pleasure in presenting the 33^rd Annual Report together with Standalone Audited
Accounts for the year ended 31*¹ March, 2025.

FINANCIAL HIGHLIGHTS

PERFORMANCE

During the year under review, the Company has Gross Sales of Rs. 41,984.92 Lakhs as against Rs.
56,896.14 Lakhs in the previous year, reflecting decline of 26.20% over the previous year. The
company has gained profit of Rs. 14,879.22 Lakhs as compared to loss in previous year of Rs.
9,380.09 Lakhs. The increase in profit is mainly on account of written back of outstanding
borrowings during the current period as it believes that the amount is time barred and not payable.

FUTURE OUTLOOK

Company is under the process of increasing our production capacity from 500 TPD to 1.5 Million
Ton/Annum with Captive Power Plant of 311.5 MW by phased manner. For this expansion, we have
installed a 12 MW WHRB Captive Power Plant and Steel Melting Shop (2,52,450 Ton/Annum) in
the year 2016 & 12 MW Coal Based eaptive power plant in the year 2020. Further the company is in
process to reduce its debt liability by realization of Assets.

CAPITAL & RESERVES

During the year there is no change in the capital of the Company. Company has not transferred any
amount to the General Reserve.

DIVIDEND

Tn view of inadequate profit during the year, Board of Directors has not recommended Dividend for
distribution.

CHANGE IN NATURE OF BUSINESS

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

BOARD MEETINGS

During the financial year, eight meetings of Board of Directors of the Company and one meeting of
the Independent Directors were held.

AUDIT COMMITTEE

Composition of Audit Committee comprises of 3(three) members, Ms. Kusum Naruka, Independent
Director, Mr. Suraj Prakash Choudhary, Independent Director and Mr. Dinesh Kumar Yadav,
Executive Director. Ms. Kusum Naruka is Chairperson of the Committee. Audit Committee have
powers and authority as provided under the provisions of Companies Act, 2013 and Regulation 18 of
SEB1 (LODR) Regulations 2015, in accordance with the terms of reference specified by the Board of
Directors from time to time. Board has accepted all recommendations of the Committee made during
the year. During the year 6 meetings or Audit Committee held and committee has reviewed related
party transactions periodically.

During the year under review, Mrs. Palak Garg and Mr. Suraj Prakash Choudhary director and
member of the Audit Committee has been resigned w.e.f 24.04.2024 in place Mr. Gaurav Sharrna
and Ms. Kusum Naruka were appointed as members of Audit Committee w.c.f. 02.05.2024 and
29.06.2024 respectively. Further, Mr. Gaurav Shanna, director and member of the Audit Committee
has resigned w.e.f 30.11.2024 and in place Mr. Suraj Prakash Choudhary w-as appointed as member
of Committee w.e.f28.11.2024.

EXTRACT OF ANNUAL RETURN

The draft Annual Return in form MGT-7 for the Financial Year 2024-25 as per the provisions of
Companies Act, 2013 and Rules thereto, is available on the Company's website at

https://www-novaironsteel.com/notices.htm

AUDITORS AND AUDITORS’ REPORTS

The Company have appointed M/s MNRS & Associates, Chartered Accountants, New Delhi (FRN:
018340N) as Statutory Auditors of the Company in Annual General Meeting held on 30/11/2022 for
a term of five consecutive years to hold the office from the conclusion of 30* Annual General
meeting until the conclusion of the 35^th Annual General Meeting.

The Auditors in their Report to the members, in pursuant to section 134(3)(f) of Companies Act,
2013, Auditors’ have not made any qualification(s) or reservation(s) or observation(s) on the Annual
Accounts for the year ended 31st March 2024 except:

a) The Company has not facilitated us with direct balance confirmations from outstanding trade
receivables of Rs. 958.59 Lakhs, trade payables of Rs. 173.72 Lakhs, security deposits of Rs. 176.67
Lakhs, advances from customers of Rs. 374.96 Lakhs and advances to suppliers of Rs, 769.07 Lakhs
(including capital advances of Rs. 42.86 Lakhs) as a result of which reconciliation process and
consequential adjustments (if any) has not been carried out Accordingly, we are unable to comment
on the carrying value of such items in the financial statements and their possible effects on the
financial position of the company. Further, with regards to the security deposits of the company, the
company in the ahsenee of sufficient information, were not able to comply with the requirements of
ind AS 109 in measuring such deposits at amortised cost. Accordingly, we cannot comment on the
carrying amount of these balances and their consequential impact on financial position of the company
in the absence of sufficient information.

b) Wc draw your attention to the Note No. 17, referring to the unsecured borrowings of the company from
other parties aggregating to Rs. 7,521.27 Lakhs outstanding as at March 31, 2025 in respect of which
confirmations from the respective lenders have not been facilitated. Further, due to non-availability of
loan agreements and other audit evidence for the borrowings of Rs. 7,521.27 Lakhs outstanding as at
March 31,2025, we cannot commerrt on the adjustments, if any, that may be required to carrying value
of the aforesaid balances in the standalone financial statements along with impact on finance costs,
classification into current and uon-currcnt borrowings, secured and unsecured borrowings and related
disclosures as required under Schedule - ITT to the Companies Act, 2013 and applicable Ind AS.

c) Wc draw your attention to the Note No. 7, referring to the investments held by the company
aggregating to Rs. 290.31 l akhs as at balance sheet dale, the company has not determined fair value of
such investments at balance sheet dale resulting in non-compliance of Ind AS 109.

d) The Company has not established an internal control system to identify suppliers registered
under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act). In
the absence of such a system, we are unable to comment on the amount of interest, if any,
payable under the provisions of the MSMED Act, 2006 and the appropriateness of disclosure
requirements related to suppliers registered under MSMED Act, 2006 in the standalone
financial statements.

In reply to the above qualification/observations/comment of the Auditors, Board of Directors
states report that:

(a) Company has sent confirmation letters to outstanding trade receivables, trade payables, pending
security deposits and advances to suppliers during previous year. However, no response was received
till date. Company shall obtain the confirmation during the current year for the outstanding balances.
Additionally, Company will try to adhere with the opinion made by the auditor with respect to
measuring the amortised cost of security deposits, the information related to this has already provided
and any other information will provide the same in the near future.

(b) The company will cry to adhere with the opinion made by the auditor with respect to unsecured
borrowing of the company and will provide the confirmation in near future.

(c) Since the financials of the investee companies arc not available for the year ended 31.03.2025 for
valuation. However, valuation for the year ended 31.03.2024 has been provided to auditor wherein
there are not many changes in the financials of the investee company. The company will try to adhere
with the opinion made by the auditor wilh respect to measuring the fair value of investments and will
provide the information in near future.

(d) The Company will try to adhere with the opinion made by the auditor and in process to establish
an internal control system to identify suppliers registered under the Micro, Small and Medium
Enterprises Development Act, 2016 (MSMFD) Act.

Emphasis of Matter is for the information of shareholders and does not constitute qualification.
Comments otherwise, if any, are self-explanatory and do not call for any explanation.

Auditors have not reported any fraud under section 143 (12) during the year.

SECRETARIAL AUDITOR

In terms of Section 204 of the Act read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules. 2014. M/s K.V. Bindra & Associates, Practicing
Company Secretary, Chandigarh as the Secretarial Auditor of the Company, has conduct the
Secretarial Audit for the financial year 31/0312025 and submitted Secretarial Audit Report in Form
No. MR-3. A copy of the Secretarial Audit Report is at Annexure-1 attached to Board Report

COST AUDIT

Pursuant to Section 148(1) of the Companies Act. 2013, Company is required to maintain cost
records as specified by the Central Government and accordingly such accounts and records are made
and maintained. Accordingly, the Board of Directors in its meeting held on 14/08/2025 has appointed
M/s. J.K. Kabra & Company. Cost Accountant, Delhi, on the recommendation of the Audit
Committee, for auditing the cost records of the Company for the Financial Year 2025-26.
Appropriate resolution seeking your ratification of the remuneration of Cost Auditors, is included in
the Notice convening the 33^ Annual General Meeting of the Company.

DIRECTORS AM) KEY MANAGERIAL PERSONNEL

Company’s Board is duly constituted which is in compliance with the requirements of the
Companies Act, and SERI (T.ODR) Regulation, 2015.

Since the last financial year, the following changes have taken place in the Directorship/KMPs of the
Company.

L Mrs. Palak Garg and Mr. Suraj Prakash Choudhary have been resigned from the position
from Independent Director w.c.f. 24/04/2024.

2. Mr. Gaurav Sharma has been appointed as an Independent Director w.c.f. 02/05/2024.

3. Ms. Kusum Naruka has been appointed as an Independent Director w.e.f. 29/06/2024

4. Mr. Suraj Prakash Choudhary has been appointed as an Independent Director w.e.f.
28/11/2024.

5. Mr. Gaurav Sharma has been resigned from the position from Independent Director w.e.f.
30/11/2024.

After the closure of Financial Year 31^s March, 2025 no change has taken place in the
Directorship/KMPs of the Company.

None of the Directors has incurred disqualification under Section 164 of the Act or liable to cease
director under section 167 of the Act.

Company has inter alia, received the following declarations front all the Independent Directors
confirming that:

a) they meet the criteria of independence as laid down under Section 149(6) of the Act and
Regulation 16(1 )(b) of the SEB1 Listing Regulations

b) they have complied with the Code for Independent Directors prescribed under Schedule IV to
the Act

The Independent Directors have also confirmed that they have complied with the Company’s Code
of Business Conduct & Ethics. Based on the disclosure received, the Board is of opinion that, all the
independent Directors fulfil the conditions specified in the Act and Listing Regulations and are
independent of the management.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134<3)(c) of the Act, with regard to Directors’ Responsibility Statement, your
Directors hereby confirm that:

(a) in the preparation of the annual accounts, for the year ended 31/03/2025 the applicable
accounting standards have been followed to the extent of its applicability along with proper
explanation relating to material departures and the annual accounts have been prepared in
compliance with the provisions of the Companies Act, 2013;

(b) the Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that arc 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 of the
Company for the year;

(c) the Directors have taken proper and sufficient care of Lhe maintenance or adequate
accounting records in accordance with the provisions of this Act for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis.

(c) the internal financial controls to be followed by the company were laid down and such

internal financial controls were adequate and were operating effectively.

(f) proper systems to ensure compliance with the provisions of all applicable laws were devised,

DIRECTOR IDENTIFICATION NUMBER (DIN)

Present Directors have obtained Director Identification Number (DIN) under Director Identification
Rules, 2006 which is valid DIN under Companies (Appointment and Qualification of Directors)
Rules, 2014.

NOMINATION AND REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL
PERSONNEL AND OTHER EMPLOYEES

Board of Directors of the Company has approved a policy for nomination and remuneration for
directors , KMP and other employees containing intcralia criteria for determining qualifications,
positive attributes, independence of a director, payment of Managerial remuneration, and other
related matters is at Annexurc-2 attached to the Board's Report w'hich can be assessed at
Company’s weblink; http:'7ww\v.novaironsteel.cum'pdtVRemuneration%20Policv.pdf.

PARTICULARS RELATING TO TECHNOLOGY ABSORPTION, CONSERVATION OF
ENERGY & FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section !34(3Xm) of the Act regarding conservation of Energy, Technology

Absorption, foreign exchange earnings and outgo is enclosed at Annexure - 3 attached to Board’s
Report

INTERNAL AUDITORS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Company has appointed M/s Ankit Singla & Co., Chartered Accountants as Internal Auditor of the
Company. Internal control framework of the Company is adequate and commensurate with the nature
of the business and size of the Company. The internal auditor monitor and evaluate the efficacy and
adequacy oflntemal Financial Control system in the company, its compliance with operating system,
accounting procedures and policy. Internal Auditor submit his report to Audit committee yearly,

PARTICULARS OF LOAN, GUARANTEE, INVESTMENT OR PROVIDING SECURITY

During the financial year. Company has given loan However not given guarantee nor provided
security or made investment u/s 186 of the Act. (Please refer notes attached to financial statements of
the Company in respect of investments of the Company).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, the Company has entered into contracts and arrangements with related
parties referred to in sub-section (1) of section 188 of the Companies Act, 2013. Accordingly, the
disclosure of particulars of such contracts or arrangements in Form AOC-2 is attached as an
Annexure - 4 to the Board’s Report.

EMPLOYEES STOCK OPTION

Company has not issued Sweat Equity Shares or ESOP (Employees Stock Option) to its employees.
LISTING

The Equity shares of the company are listed at Bombay Stock Exchange. The Company has paid
listing fees to the Stock Exchange for the FY 2025-26.

BUY BACK OF SHARES

During the year. Company has not made buy back of its shares nor it has given any loan for purchase
of its own shares.

MATERIAL CHANGES)

No material changes and commitments affecting the financial position of the Company occurred
between the end of the financial year to which this financial statement relate and the dale of this
Report except the Company has reduced its debt liabilities by realization of assets.

RTSK MANAGEMENT POLICY

Board of Directors has adopted a Risk Management Policy/Plan for the Company, whereby, risks are
broadly categorized. The Policy outlines the parameters of identification, assessment, monitoring and
mitigation of various risks which are key to business objectives which is also available at Company's

weblink:https://wwwmiVHiroosteel. com/'pdfs^|,Rjsk%20Manafjement% 2QPuIicv.pdf.

PERFORMANCE EVALUATION OF BOARD

During the year under report Board of Directors evaluated performance of Committees and all the
individual Directors including Independent Directors and concluded by affirming that the Board
summarizing as a whole as well as all of its directors, individually and the Committees of the Board

continued to good governance and contribute its best in the overall growth of the organization.
Independent Directors also held separate meeting to evaluate annual performance of Chairperson and
executive directors and expressed satisfaction on their performance.

DEPOSITS

During Lhe year under report, company has not accepted any deposits under Chapter V of the Act,
from the public and as such no amount of principal or interest was outstanding on the date of Balance
Sheet. Information under Rule 8(5}{v)(vi) of Companies (Accounts), Rules 2014 be treated as Nil.

SEGMENT REPORTING

The Company is primarily engaged in the business of manufacturing / trading of Iron & Steel,
Metals, Securities & Natural Resources business. So accordingly, no segment report required lo be
disclosed.

SIGNIFICANT AND MATERIAL ORDERS

During the year there was no significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and Company’s operations in future, except Commercial Court,
Raipur order for execution of Arbital Award,

PARTICULARS RELATING TO REMUNERATION OF EMPLOYEES OF THE
COMPANY

Details pursuant to section 197(12) of the Act read with Rule 5(1) of Compames (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is at Annexure -5 attached to the Board Report.
During the year no employee has remuneration equal to or more than prescribed limit under Rule
5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
hence information under these rules be treated as NIL. Pursuant to MCA Notification dated
30.06.2016 detail of top ten employees as attached lo Board Report is at Annexure-6.

CODE OF CONDUCT

Declaration pursuant to Regulation 34(3) of SF.BT (T.ODR) Regulations, 2015 in respect of
compliance with code of conduct by Whole Time Dircctor/CEO is at Annexure-7 attach to the Board
Report.

CORPORATE SOCIAL RESPONSIBILITY POLICY

Company has constituted Corporate Social Responsibility (CSR) Committee. Mr. Hardev Chand
Vcrma, Director, Mr. Dincsh Kumar Yadav, Whole Time Director and Mr. Suraj Prakash
Choudhary. Independent Director are members of the Committee. Mr. Suraj Prakash Chaudhary is
the Chairperson of the Committee. On the recommendation of CSR Committee, CSR Policy of the
Company has been approved by the Board which is uploaded at Company’s weblink:
https:/'^fwww.novaiionsteel.com,^/pdfs/CSR%20J¹olicv.pdf.

The Annual Report on CSR activities as per Companies (Corporate Social Responsibility Policy)
Rules, 2014 is at Annexure -8 attached to the Board’s Report.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

Company do nnt have Subsidiary or Associates or Joint Venture company. Therefore, consolidated
financial statement m form AOC-1 annexed to the Board Report is not applicable.

VIGIL MECHANISM /WHISTLE BLOWER POLICY

Company has in place a composite ‘Vigil Mechanism’ Policy/Whistle Blower Policy available to the
employees and directors to blow the whistle/ highlight any fraud, irregularity, wrongdoing etc. which
is also available at wcblink: littps://www^r.novaironstcel.conypdfs/^rVigil%20Mcchani3m.pdf.

Board’s Report in compliance of SEBI (LODR) Regulations, 2015.

CORPORATE GOVERNANCE

A report on Corporate Governance, a Certificate from the Company Secretary in Practice regarding
compliance of conditions of Corporate Governance, a certificate from Company Secretary in Practice
regarding Non - Disqualification of Directors and declaration by CEO/CFO affirming compliance
with code of conduct in terms of Regulations 27 of SEBI (LODR) Regulations 2015 are appended at
Annexure - 9, 10 and 12 to Board’s report.

GENERAL

(i) ENVIRONMENT & OTHER APPLICABLE LAW’

The Company is committed to the protection of environment and is not involved in any
activity hazardous to environment. The Company adheres to the provisions of the applicable
provisions of environment laws.

(ii) HEALTH & SAFETY

In order to build a sustainable work place environment* a common health and .safety
management system is being implemented. All efforts arc being made to enhance safety
standards and processes in order to minimize safety risks in all our operations.

(iii) SEXUAL HARASSMENT OF WOMEN

The Company is committed to providing a safe and respectful workplace free from sexual
harassment.. In compliance with the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints
Committee (ICC) to redress complaints related to sexual harassment.

The details as required under the Companies (Accounts) Rules, 2014 (as amended) fur the
financial year 2024-25 are as follows:

(a) Number of complaints of sexual harassment received during the year: NTT.

(b) Number of complaints disposed of during the year: NIL

(c) Number of cases pending as on the end of the financial year for more than 90 days: NIL

The Company continues to promote awareness and training programs to ensure a safe and
inclusive workplace environment for all employees.

(iv) INDUSTRIAL RELATIONS

Relations between the Management and its Employees/ Workmen have been cordial and
management expressed their appreciation for the co-operation and dedication of the
empioyees/workmen at all levels of the Company,

(v) Compliance with Maternity Benefit Act, 1961

The Company strictly adheres to the provisions of the Maternity Benefit Act, 1961, ensuring
that all eligible women employees are granted maternity leave and related benefits as
mandated by law.

During the financial year 2024-25, the Company has complied with all statutory requirements
under the Maternity Benefit Act, including maternity leave, nursing breaks, and protection of
employment during maternity. The Company remains committed to supporting the health and
well-being of women employees and fostering a family-friendly workplace.

(vi) Disclosure under the Insolvency and Bankruptcy Code, 2016

During the financial year 2024-25, an application was filed by M/s Bhushan Power and Sled
Limited before the National Company Law Tribunal, Cuttack Bench, initiating the Corporate
Insolvency Resolution Process (CIRP) against the Company.

As of the end of the financial year, the application is pending before the NCLT, Cuttack
Bench. The Company is actively monitoring the proceedings and will continue to comply
with all applicable provisions under the Insolvency and Bankruptcy Code, 2016.

ACKNOWLEDGEMENTS

Your directors convey their sincere thanks to the Bankers, various departments in Central and State
Governments and all others associated with the Company for their co-operation, continued support
and confidence reposed by them in the Company.

For and on behalf of the Board

Place: New Delhi
Date: 14/08/2025

(ii.C. Vcrma)
Chairperson
DIN: 00007681