To

The Members,

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-III, 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 202324. 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.