Your Directors are pleased to present the 23^rd Annual Report of your company on the operations and performance along with the
Audited Financial Statements and the Auditor's Report thereon, for the year ended on 31^st March, 2026.

COMPANY OVERVIEW

The Directors present the 23^rd Annual Report of S.A.L. Steel Limited together with the audited standalone financial statements and the
Auditor's Report thereon for the financial year ended 31^st March 2026

The Company is engaged in the manufacture of Sponge Iron and Ferro Chrome and generation of power. It has a 40 MW power
generation facility based on waste heat recovery and fluidized-bed combustion, with power used principally for captive consumption.

FINANCIAL HIGHLIGHTS

STATE OF COMPANY'S AFFAIRS /PERFORMANCE OVERVIEW

Total revenue declined substantially during FY 2025-26, primarily reflecting the period of plant shutdown and modification/change of
management. The Company reported a net loss of ?0.35 crore compared with a net loss of ?6.42 crore in the previous year.

During the year under review, the Company's operations were materially affected by the shutdown of the plant between September
2025 and February 2026 in connection with modification and transition to the new management. The reduced operating period
resulted in lower production, sales and revenue.

DIVIDEND

In view of the financial position and accumulated losses, the Board has not recommended any dividend for FY 2025-26.

TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves for FY 2025-26. The accumulated balance carried forward is disclosed in the
audited financial statements

BUSINESS ACTIVITY

The company is engaged in manufacture of Sponge Iron, Ferro Alloys and Power. Company is generating power on account of waste
heat recovery system resulting economic price. Company is having its power plant of 40 MW. Power generated is used for captive
consumption. There has been no change in the nature of business of the Company.

CHANGE IN CONTROL, ACQUISITION AND OPEN OFFER

A material event during FY 2025-26 was the change in control pursuant to the Share Purchase Agreement dated 04^th September 2025
between the existing promoters, Shah Alloys Limited and SAL Care Private Limited, and Sree Metaliks Limited. The transaction was
accompanied by the related Share Subscription Agreement and the open-offer process under the SEBI (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011.

Sree Metaliks Limited acquired 57.51% of the Company's equity share capital and became the controlling shareholder. The transaction
resulted in a change in management and reconstitution of the Board. The Company's disclosures provide that Sree Metaliks Limited
would be classified as promoter and the existing promoter group would cease to be promoter/promoter group following consummation
of the transaction and related process.

CHANGE OF REGISTERED OFFICE

There is no change in the registered office of the company during the Financial Year under review. However post of financial year of
the company to the date of this report, registered office of the company has been changed as on May 29, 2026. The present address of
the registered office is as follows: 604, Zion Z1, Near Avalon Hotel, Sindhubhuwan Road, Bodakdev, Ahmedabad-380059, Gujarat India.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year Sree Metaliks Limited has become holding / subsidiary/ joint venture / associate Company. Pursuant to Share Purchase
Agreement and Share Subscription Agreement dated September 04, 2025, and on completion of Open offer acquisition in accordance
with SEBI (SAST) Regulation 2011. The company has become subsidiary of Sree Metaliks Limited as it acquired 57.51% of Equity Share
capital in the company during the year.

PREFERENTIAL ISSUE AND CAPITAL STRUCTURE

During the financial year 2025-26 under review, the Company undertook preferential allotments in connection with the change in
control and capital infusion, Company has issued Equity Share as follows

During the financial year under review, Company has issued Equity Share as follows

(i) The company increased authorized share capital from existing ? 1,40,00,00,000 (Rupees One Hundred Forty Crore Only) divided
into 14,00,00,000 (Fourteen Crore) equity shares of face value of ? 10 (Rupees Ten Only) each to ? 1,45,00,00,000 (Rupees One
Hundred Forty Five Crore Only) divided into 14,50,00,000 (Fourteen Crore Fifty Lakhs) equity shares of face value of ? 10/-each.

ii) "1,92,50000" paid up Equity Shares of ?10/- each at a price not less than ?18/-(Includes Premium of ? 8/-) to the promoter allottee
(Sree Metaliks Limited) on a preferential basis as on 30^th October, 2025.

(ii) "3,57,50000" Warrants Convertible into 3,57,50000 Fully paid up Equity Shares of ?10/- each at a price not less than ?18/- (Includes
Premium of ? 8/-) to the promoter allottee (Sree Metaliks Limited) on a preferential basis as on 30^th October, 2025 which was fully
converted on February 14^th , 2026

(iii) company has issued 4800000 equity share on conversion of warrant as on December 28,2025

(iv) Consequent to the allotment the subscribed and Paid-up-equity share capital of the company has increased from ? 84,96,67,000
(Rupees Eighty Four Crore Ninety Six Lakhs Sixty Seven Thousand Only) to 1,44,76,67,000 (Rupees One Hundred Forty Four Crore
Seventy Six Lakhs Sixty Seven Thousand Only).

under Share Purchase Agreement and Share Subscription Agreement each dated September 04,2025, and on completion of Open offer
in accordance with SEBI (SAST) Regulation 2011. Except these there was no other change in the authorized and paid-up share capital
of the Company.

DEPOSIT

The Company has not accepted any deposit during the year under review and no amount against the same was outstanding at
the end of the year falling within the ambit of Section 73 of the Companies Act, 2013 (the act) and the Companies (Acceptance of
Deposits) Rules, 2014.

DETAILS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review the Company has not made any inter corporate loans, investments, given any corporate guarantee to any
other body corporate, subsidiary, associate or any other company.

LISTING OF SHARES

The equity shares of the Company are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The listing fee
for the year 2026-27 has been paid to the credit of both the Stock Exchanges.

DETAILS OF DIRECTORS OR KMPS APPOINTMENT OR RESIGNATION

The Board of Directors consists of Eight (08) members, of which four (04) are Independent Directors including One Women
Independent Director.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri Mahesh Kumar Agarwal - Chairman & Managing Director.

Shri Kaustubh Agarwal - Managing Director.

Shri Anil Kumar Singh - Whole-time Director and, subsequently appointed as Chief Financial Officer w.e.f 01^st July 2026.

Shri Rajesh Mangal - Non-Executive Director.

Shri Hiren S. Mahadevia - Independent Director.

Shri Bipin A. Gosalia - Independent Director.

Smt. Nipa Jairaj Shah - Independent Director.

Shri Devilal J. Shah - Company Secretary & Compliance Office appointed w.e.f 14^th February 2026.

The Board was reconstituted during FY 2025-26 following the change in control. The Company held nine (9) Board meetings during the
year on 30 May 2025, 14 August 2025, 04 September 2025, 30 October 2025, 14 November 2025, 23 December 2025, 28 December 2025,
14 February 2026 and 28 March 2026.

DIRECTORS:

During the financial year 2025-26, the Board of Directors of the Company, based on the approval and recommendation of members
of Nomination and Remuneration Committee has appointed Shri Mahesh Kumar Agarwal (DIN: 00168517), as Additional Director
designated as Whole-time Director w.e.f. December 23, 2025. Subsequently, he was appointed as Chairman and Managing Director of
the Company by way of Ordinary Resolution passed by the members of the company through Postal Ballot on Tuesday 24^th March, 2026
through Remote E-Voting commenced form Saturday, 21^st February, 2026 at 09.00 AM (IST) and ended on Sunday, 22^nd March, 2026 at
05.00 PM (IST) for the period of Three (03) consecutive years commencing from December 23, 2025 up to December 22, 2028 liable to
retire by rotation.

During the financial year 2025-26, the Board of Directors of the Company, based on the approval and recommendation of members of
Nomination and Remuneration Committee has appointed Shri Kaustubh Agarwal (DIN:08110836), as Additional Director designated
as Whole time Director w.e.f. December 23, 2025. Subsequently, he was appointed as Managing Director of the Company by way of
Ordinary Resolution passed by the members of the company through Postal Ballot on Tuesday 24^th March, 2026 through Remote
E-Voting commenced form Saturday, 21^st February, 2026 at 09.00 AM (IST) and ended on Sunday, 22^nd March, 2026 at 05.00 PM (IST) for
the period of Three (03) consecutive years commencing from December 23, 2025 up to December 22, 2028 liable to retire by rotation.

During the financial year 2025-26, the Board of Directors of the Company, based on the approval and recommendation of members of
Nomination and Remuneration Committee has appointed Shri Hiren S Mahadevia (DIN:00156429), as Additional Director designated as
a (Non-Executive, Independent Director) subject to the approval and regularization of his appointment by the members of the company
in the next general meeting or within a time period of 3 Months from the date of appointment, whichever is earlier, as non-executive
Independent Director of the company to hold office for a term of 5 (Five) consecutive years w.e.f. December 23, 2025. Subsequently, he
was appointed as Non-executive Independent Director of the Company by way of Special Resolution passed by the members of the
company through postal ballot (meeting Sr. No. 01/PB/2025-26) on Tuesday, March 24, 2024 through remote e-voting commenced from
Saturday, 21^st February, 2026 at 09.00 AM (IST) and ended on Sunday, 22^nd March, 2026 at 05.00 PM (IST).

During the financial year 2025-26, the Board of Directors of the Company, based on the approval and recommendation of members of
Nomination and Remuneration Committee has appointed Shri Anil Kumar Singh (DIN:11535361), ), as Additional Director designated
as Whole time Director w.e.f. February 14, 2026. Subsequently, he was appointed as Whole time director of the Company by way of
Ordinary Resolution passed by the members of the company through Postal Ballot on Tuesday 24^th March, 2026 through Remote
E-Voting commenced form Saturday, 21^st February, 2026 at 09.00 AM (IST) and ended on Sunday, 22^nd March, 2026 at 05.00 PM (IST)
for the period of Three (03) consecutive years commencing from February 14, 2026 up to February 14, 2029 liable to retire by rotation.

During the financial year 2025-26, the Board of Directors of the Company, based on the approval and recommendation of members of
Nomination and Remuneration Committee has appointed Shri Rajesh Mangal (DIN:10562605), as an Additional Director designated as
a (Non-Executive, Non- Independent Director) subject to the approval and regularization of his appointment by the members of the
company in the next general meeting or within a time period of 3 Months from the date of appointment, whichever is earlier, as Non-

Executive Non-Independent Director of the company w.e.f February 14, 2026. Subsequently, he was appointed as Non-executive Non¬
Independent Director of the Company by way of Ordinary Resolution passed by the members of the company through postal ballot
(meeting Sr. No. 01/PB/2025-26) on Tuesday, March 24, 2024 through remote e-voting commenced from Saturday, 21^st February, 2026 at
09.00 AM (IST) and ended on Sunday, 22^nd March, 2026 at 05.00 PM (IST).

During the financial year 2025-26, Smt. Shefali M Patel (DIN: 07235872), Non-executive Independent Director has resigned w.e.f end of
the day as on September 26, 2025 due to completion of her tenure as an Independent Director of the company.

During the financial year 2025-26, Shri Babulal M Singhal (DIN: 01484213) has resigned from the post of Whole Time Director of the
company from Conclusion of Board meeting held on February 14^th, 2026 due to personal and unavoidable reasons.

During the financial year 2025-26,Shri RajendraKumar Shah (DIN: 00020904), Non-executive Non-Independent Director has resigned
w.e.f December 23, 2025 pursuant to acquisition by Sree Metaiks Limited (The "Acquirer").

During the financial year 2025-26, Shri Mrinal Sinha (DIN: 09482143) , Whole Time Director has resigned w.e.f Closure of business hours
December 23, 2025 due to personal and unavoidable circumstances.

Post balance sheet events from financial year ending on March 31, 2026 and up to the date of this report,

Following the close of FY 2025-26, Shri Mitesh Jariwala (DIN: 09396683) resigned from the post of Non-executive Independent Director
w.e.f close of business hours on May 16^th 2026 due to Unavoidable Personal reason and the Board reconstituted the Audit Committee,
Nomination and Remuneration Committee, Stakeholders' Relationship Committee and CSR Committee.

In addition, subsequent to the close of the financial year ended 31 March 2026, the Board of Directors of the Company, based on
the approval and recommendation of members of Nomination and Remuneration Committee has appointed Mrs. Monika Goyal
(DIN:11881952), as Additional Director designated as a (Non-Executive, Independent Woman Director) subject to the approval and
regularization of his appointment by the members of the company in the next general meeting or within a time period of 3 Months from
the date of appointment, whichever is earlier, as non-executive Independent Woman Director of the company to hold office for a term
of 5 (Five) consecutive years w.e.f. August 14, 2026. Subsequently, she was appointed as Non-executive Independent Woman Director
of the Company by way of Special Resolution passed by the members of the company in this Annual General Meeting of the Company.

KEY MANAGERIAL PERSON:

During the year under review, Ms. Radhika P Soni (M. No.: A64410), has resigned from the post of Company Secretary and Compliance
Officer (key Managerial Person) w.e.f. February 14, 2026 to pursue career opportunities outside the company and Mr. Devilal J Shah
(M. No.: A58287), was appointed w.e.f. February 14, 2026 on the position of Company Secretary & Compliance Officer (Key Managerial
Person) of the Company in terms of Section 203 of Companies Act, 2013 and regulation 6(2) of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements), Regulations 2015.

Post balance sheet events from financial year ending on March 31, 2026 and up to the date of this report,

Shri Babulal M Singhal resigned from the post of Chief Financial Officer (CFO) of the company w.e.f close of business hours on April 06^th,
2026 due to personal and unavoidable Circumstances.

Shri Anil kumar Singh appointed as new Chief Financial Officer (CFO) of the company w.e.f July 01, 2026.

Except above there were no other changes in respect of appointment and resignation of Key managerial Persons of the company.

MEETINGS OF THE BOARD AND COMMITTEES

During the year under review, total Nine (09) meetings of Board of Directors were held on the following dates 30^th May, 2025, 14^th
August, 2025, 04^th September, 2025, 30^th October, 2025, 14^th November, 2025, 23^rd December, 2025. 28^th December, 2025, 14^th February,
2026 and 28^th March, 2026. Details of meetings are given in the Corporate Governance Report annexed herewith as Annexure - 5 and
forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013
and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from each Independent Director of the Company confirming that he/she met with
the criteria of independence as laid out in sub-section (6) of Section 149 read with schedule IV of the Companies Act, 2013 and under
regulation 16(1)(b) and 25(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations
2015. In the opinion of the Board, the Independent Directors fulfill the criteria of independence as provided under the Act, Rules made
thereunder read with applicable provisions of the Listing Regulations, and they are independent of the management and also possess
requisite qualifications, experience, and expertise and hold highest standards of integrity. The report on Corporate Governance which is

forming part of the Annual Report contains the disclosure regarding the skills, expertise, competence and proficiency possessed by the
Directors. Further, there has been no change in the circumstances affecting their status as Independent Directors of the Company. The
Board has taken on record the declarations of the Independent Directors, after undertaking due assessment of the veracity of the same.

BOARD DIVERSITY

A diverse Board enables efficient functioning through differences in perspective and skill, and also fosters differentiated thought
processes at the back of varied industrial and management expertise, gender, knowledge and geographical background. The Company
follows diverse Board structure.

BOARD EVALUATION

As per the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements), Regulations 2015, the formal annual evaluation was carried out for the Board's own performance, its committee &
Individual directors. The manner and detail in which evaluation was carried out is stated in the Corporate Governance Report which is
herewith as Annexure - 5 and forms a part of this report.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in Management Discussion and Analysis Report,
which forms part of this report.

CORPORATE GOVERNANCE REPORT

The Company is committed to observe good corporate governance practices. The report on Corporate Governance for the financial year
ended 31^st March, 2026, as per regulation 34(3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements), Regulations 2015 is enclosed herewith as Annexure - 5 and forms part of this Report.

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 of The Companies (Accounts) Rules, 2014, particulars
relating to conservation of Energy, R & D, Technology absorption and foreign Exchange earnings / outgo are separately provided in the
annexure to this report as Annexure -1.

RISK MANAGEMENT

The Company's risk-management systems are designed to identify and monitor material risks and to implement mitigation
measures through procurement planning, customer and market diversification, cost controls, internal monitoring and Board/Audit
Committee oversight.

The company actively monitor and mitigate eight critical risk factors.

Steel, sponge iron and ferro-alloy price volatility.

Availability and price of raw materials and coal.

Energy and power-cost volatility.

Foreign-exchange risk relating to imported inputs.

Market and demand risk, including global steel overcapacity.

Environmental, regulatory and statutory-compliance risk.

Execution and utilisation risk associated with modernisation and plant transition.

Working-capital and financing risk.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Company has put in place a Whistle Blower Policy and has implemented a Vigil Mechanism, whereby employees, directors and
other stakeholders can report matters such as generic grievances, corruption, misconduct, fraud, misappropriation of assets and non¬
compliance of code of conduct to the Company. The policy safeguards the whistle blowers to report concerns or grievances and also
provides a direct access to the Chairman of the Audit Committee. During the year under review none of the personnel has been denied
access to the Chairman of Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of section 135 of the Companies Act, 2013 and rules made thereunder are not applicable to the company for the
financial year 2025-26 based on the Calculation of average net profit under Section 198 and rules made thereunder. Hence, no amount
required to be spent on CSR activities during the financial year 2025-26 and the details pursuant to Annual Report on CSR activities for
the Financial Year 2025-26 is not required to provide to this report for the financial year 2025-26. The composition and other details of
the CSR Committee is included in the Corporate Governance Report which form part of the Board's Report. The Board in its meeting
held on 29^th May, 2026, review/revised the existing CSR Policy of the company to harmonize with the amended carried out by the
Ministry of Corporate Affairs in the Companies (CSR Policy Rules), 2014.

DIRECTORS' RESPONSIBILITY STATEMENT

In Compliance with Sections 134(3) (c) and 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and
hereby confirm the following:

a) In the preparation of the annual accounts for the financial year ended 31^st March, 2026 as far as possible and to the extent, if any,
accounting standards mentioned by the auditors in their report as not complied with, all other applicable accounting standards
have been followed along with proper explanation relating to material departure;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and
profit and loss account of the Company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of 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 had prepared the annual accounts on a going concern basis; and

e) The directors in the case of a listed company had laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively.

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems
Were adequate and operating effectively.

DIRECTORS' OBSERVATIONS AND OUTLOOK

The Directors recognize that FY 2025-26 was a transition year for the Company. Lower production and sales resulted from the plant
shutdown and modification period, while the change in control and capital infusion materially altered the Company's ownership and
management structure. The Directors remain focused on restoration and optimization of operations, cost management, prudent
working-capital management, strengthening governance and pursuing sustainable growth.

SIGNIFICANT / SUBSEQUENT DEVELOPMENTS RELEVANT TO THE FINAL ANNUAL REPORT

14 April 2026 - Response to exchange clarification concerning significant movement in the Company's securities.

16 May 2026 - Resignation of Shri Mitesh V. Jariwala as Independent Director and consequential committee reconstitution.

29 May 2026 - Approval of audited FY 2025-26 results and Directors' Report; registered office shifted within Ahmedabad.

29 May 2026 - Appointment of Internal Auditor and Cost Auditor for FY 2026-27 and disclosure of ?50 crore Axis Finance term loan.

1 July 2026 - Appointment of Shri Anil Kumar Singh as Chief Financial Officer.

14 August 2026 - Approval of Q1 FY 2026-27 unaudited results; appointment of Mrs. Monika Goyal as Additional Independent Woman
Director; approval of 23^rd AGM notice.

15 August 2026 - Newspaper publication of Q1 FY 2026-27 results.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The policy of the Company on Director's appointment and remuneration, including criteria for determining qualifications, independence
and other matters as provided under subsection (3) of Section 178 of the Companies Act, 2013 is available on the Company's website at
www.salsteel.co.in

DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL), ACT, 2013

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013,
a committee has been established at the offices for this purpose. There were no complaints pending for the Redressal at the beginning
of the year and no complaints received during the financial year.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are disclosed in the audited
financial statements and notes thereto. No additional statement is intended to override those audited disclosures.

PARTICULARS OF THE EMPLOYEES

Information pursuant to rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed
to this report as Annexure-2. Further, particulars of employees remuneration, as prescribed under section 197(12) of the Companies
Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not
attached with this report since there was no employee who was in receipt of excess remuneration as prescribed.

RELATED PARTIES TRANSACTIONS

During the financial year, all transactions entered into with the Related Parties as defined under Companies Act, 2013 and Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, were in the ordinary course of
business and on an arm's length basis and as such did not attract provisions of section 188 (1) of Companies Act, 2013. The Company
has formulated policy on related party transactions. Particular of related party transactions in prescribed Form AOC-2 is attached at
Annexure-3. Approvals from the Audit Committee are obtained even for transactions which are in ordinary course of business and
repetitive in nature. Further, on quarterly basis, disclosures are made to the Audit Committee and to the Board. Details of related party
transactions are given in the notes to financial statements.

None of the Independent Directors have any pecuniary relationship with your Company.

DISCLOSURE OF ACCOUNTING TREATMENT

The financial statements have been prepared in accordance with Indian Accounting Standards (IND AS). The Company has prepared
these financial statements to comply in all material respects with the IND AS, notified under section 133 of the Companies Act, 2013
("the Act") read together with paragraph 7 of the Companies (Accounts) Rules 2014.

AUDITORS AND AUDIT REPORTS

a. Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Rules made there under M/s. Ashish Bhavsar &
Associates, Cost Accountants were appointed for auditing cost accounting records of the Company for the year ending 31^st March,
2026. Board has further appointed M/s. Ashish Bhavsar & Associates, Cost Accountants as Cost Auditors for the year ending 31^st
March, 2027 subject to approval of remuneration by the members of the Company in the Annual General Meeting.

Disclosure on maintenance of Cost Records

The Company made and maintained the Cost Records under Section 148 of the Companies Act, 2013 (18 of 2013) for the
Financial Year 2025-26.

b. Internal Auditor

The Company has appointed M/s NRPS & Associates LLP an Independent firm of Chartered Accountants Firm to act as an Internal
Auditor as per suggestion of auditors and recommendation of the Audit Committee in order to strengthen the internal control
system for the Company.

c. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rules made thereunder, the Board of Directors
has appointed M/s. Kamlesh Shah & Co., Practicing Company Secretaries, as Secretarial Auditor to conduct Secretarial Audit of
the Company for the term of Five (5) Financial Year Commencing from 2025-26 till Financial year 2029-30 subject to approval of
members in their Meeting will be held on September 26, 2025. The report submitted by the Secretarial Auditor in Form MR-3
for the financial year ended as on 31^st March, 2026 is attached to this report as Annexure-4. Remarks of secretarial auditor are
self-explanatory.

Annual Secretarial Compliance Report

Pursuant to regulation 24A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements),
Regulations 2015, Secretarial Compliance Report for the financial year ended 31^st March, 2026 on compliance of all applicable
SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s. Kamlesh M Shah & Co., Practicing Company
Secretaries, Secretarial Auditor.

Certificate on Corporate Governance

The Company is committed to observe good corporate governance practices. The report on Corporate Governance for the
financial year ended 31^st March, 2026, as per regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 forms part of this Annual Report. The requisite Certificate from the Practicing Company Secretary
of the Company confirming compliance with the conditions of Corporate Governance is annexed to this report as Annexure-6.

Certificate of Non-Disqualification of Directors

As required by Clause 10 (i) of Part C under Schedule V of the SEBI Listing Regulations, the Company has received a certificate from
M/s. Kamlesh M. Shah & Co. (ACS: 8356, COP: 2072), Practicing Company Secretaries certifying that none of our Directors have been
debarred or disqualified from being appointed or continuing as Directors of the Company by Securities and Exchange Board of
India or Ministry of Corporate Affairs or such other statutory authority is annexed to this report as Annexure-7.

d. Statutory Auditors

Members have at their 19^th Annual General Meeting held on September 23, 2022, approved the re-appointment of M/s. Parikh &
Majmudar, Chartered Accountants, as statutory auditors of the for a terms of five years as per provisions of the Companies Act, 2013.

Statutory Auditors' Report

The observations of Statutory Auditor in its reports on standalone and consolidated financials are self-explanatory and therefore
do not call for any further comments.

Details in respect of frauds reported by auditors

There were no instances of fraud reported by the auditors. Further, there are no Qualifications, reservations or adverse remarks
contain in the Auditor's Report for the year under review.

MATERIAL CHANGES / INFORMATION

a. During the year, The Promoters M/s. Shah Alloys Ltd and M/s. SAL Care Private Limited had entered in to a Share Purchase
Agreement (SPA) dated September 04, 2025 with M/s. Sree Metaliks Limited for Substantial Acquisition of shares and Takeover of
Management of the company and accordingly had made disclosures under Regulation 29 of the SEBI (SAST) Regulations 2011 by
Selling Shareholders as well as by buying Shareholders in time. The Buyer Company Sree Metaliks Limited had made an Open Offer
for acquisition of shares and takeover of management of the Company including change/ reconstitution of Board of Directors
processes per SEBI (SAST) Regulations during the year.

b. During the financial year under review, Company has issued 1,92,50000 Equity share on preferential basis, Fully paid up Equity
Shares of ?10/- each at a price not less than ?18/-(Includes Premium of ? 8/-) to the promoter allottee (Sree Metaliks Limited) on a
preferential basis as on 30^th October, 2025 and 3,57,50000 Warrants Convertible into 3,57,50000 Fully paid up Equity Shares of ?10/-
each at a price not less than ?18/-(Includes Premium of ? 8/-) to the promoter allottee (Sree Metaliks Limited) on a preferential basis
as on 30^th October, 2025 under Share Purchase Agreement and Share Subscription Agreement each dated September 04,2025, and
on completion of Open offer in accordance with SEBI (SAST) Regulation .(The Company has obtained Listing and Trading Approval
for allotment of Shares and has also initiated corporate Action for giving credit of shares to Shareholders/ allottees).

c. The Company has made allotment of 48,00,000 Equity shares against conversion of warrants on 28/12/2025. The Company has
already made application for Listing and waiting for Approval of Trading from Exchange. The Corporate Action for giving credit of
shares to allottee/ applicants are done but pending for release in respective accounts pending receiving trading approval.

d. The Company has made allotment of 3,57,50,000 Equity shares against conversion of warrants on 14/02/2026. The Company has
already made application for Listing and waiting for Approval of Trading from Exchange. The Corporate Action for giving credit of
shares to allottee/ applicants are done but pending for release in respective accounts pending receiving trading approval.

e. Further, the Allottee i.e Sree Metaliks Limited, will on consummation of the transaction under the Share Purchase Agreement
and Share Subscription Agreement each dated September 04, 2025, be classified as a promoter of the Company in accordance
of the SEBI (SAST) Regulations 2011 and SEBI (LODR) Regulation 2015. Consequently, the existing promoters and members of the

promoters group of the Company will cease to be the promoters and promoter group of the Company on completion of Open
offer and Share Purchase Agreement and Share Subscription Agreement each dated September 04,2025.

f. No significant and material orders have been passed by any of the regulators or courts or tribunals impacting the going concern
status and companies operations in future.

ANNUAL RETURN

Annual Return in Form MGT-7 in compliance with section 92 of the Companies Act, 2013 read with applicable rules made thereunder is
available at the website of the Company i.e. www.salsteel.co.in.

GENERAL

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

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

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees' Stock
Options Schemes referred to in this Report.

• Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any
of its subsidiaries.

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and
Company's operations in future.

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

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

• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the Financial Year 2025-26.

• There was no instance of onetime settlement with any Bank or Financial Institution during the Financial Year 2025-26.

APPRECIATION

Your Directors place on record their sincere appreciation for the valuable support and co-operation as received from government
authorities, Financial Institutions, Banks and ARCs during the year. Directors are also thankful for the support extended by Customers,
Suppliers and contribution made by the employees at all level. Directors would also like to acknowledge continued patronage extended
by Company's shareholders in its entire endeavor.

CAUTIONARY STATEMENT

Statement in the Board's Report and the Management Discussion and Analysis describing your Company's objectives, expectations or
forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially
from those expressed in the statement. Important factors that could influence your Company's operations include global and domestic
demand and supply conditions affecting selling price of finished goods, input availability and prices, changes in government regulations,
tax laws, economic developments within the country and other factors such as litigation and industrial relations

By order of the Board of Directors
For SAL Steel Limited

Sd/-

Mahesh Kumar Agarwal

Place : Ahmedabad, Gujarat Chairman and Managing Director

Date : 14^th August, 2026 DIN: 00168517

Registered Office:

604, Zion Z1, Near Avalon Hotel,

Sindubhawan Road, Bodakdev, Ahmedabad-380 059
CIN: L29199GJ2003PLC043148