The Members, Welcast Steels Limited Ahmedabad

Your Directors take pleasure in submitting the 54th Annual Report and the Audited Annual Accounts of Company for the year ended 31 March, 2026.

Dividend: Due to loss incurred by the Company during the year under report, your directors have not recommended any dividend for the Financial Year 2025-2026.

Share Capital: The paid up share capital of the company as on 31 March, 2026 is 63.84 lakhs. During the year under review, the company has neither issued any shares (including shares with differential voting rights) nor granted any stock option or sweat equity.

Finance: The liquidity position of the Company remained satisfactory. Cash and cash equivalents as at 31 March, 2026 were 77.01 lakhs. During the Year, the company continued to focus on judicious management of its working capital, receivables, inventories, while other working capital parameters were kept under strict check through continues monitoring.

(a) Capital Expenditure Outlay: During the the year under review, the company has incurred Capex of 1.58 lakhs. The Capex was out of internal accruals. Further in view of the cessation of the operation of the plant, no further capital expenditure is to be incurred.

(b) Deposits: During the year under review, the Company has neither accepted nor renewed any deposit within the meaning of Section 73 of the Companies Act, 2013.

(c) Particulars of Loans, Guarantees or Investments: During the year under review, Company has not provided any loan or made any investment or provided any guarantee covered under the provisions of Section 186 of the Companies Act, 2013.

(d) Internal Financial Control and Audit: The Company has in place adequate Internal Financial Controls (IFC) with reference to the Financial Statements. The statutory auditors of the company have audited such controls with reference to the financial reporting and their audit report is annexed to the Independent Auditors report under financial statements which forms part of annual report.

The Board reviews the effectiveness of controls documented as part of IFC Framework and take necessary corrective actions wherever weaknesses are identified as a result of such review. This review covers entity level controls, process level controls, fraud risk controls and information technology environment.

Based on this evaluation, no significant events had come to notice during the year that have materially affected, or are reasonably likely to materially affect the IFC. The management has also come to a conclusion that the IFC and other financial reporting was effective during the year and is adequate considering the business operations of the Company.

(e) Related Party Transactions: All the Related Party Transactions entered into during the Financial Year were on an Arm's Length basis and in the Ordinary Course of Business. There are no material significant Related Party Transactions made by the Company with Promoters, Directors and Key Managerial Personnel (KMP) which may have a potential conflict with the interest of the Company at large.

Prior Omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were placed before the Audit Committee and the Board of Directors for their approval on quarterly basis. The details of Related Party Transactions entered by the Company are disclosed in Form AOC-2 as Annexure 'A'.

The Policy on Related Party Transactions as approved by the Board of Directors is uploaded on the website of the Company viz https://www.welcaststeels.com/Documents/Financials/Policy/PolicyRelatedPartyTransaction.pdf.

Human Resources: Consequent to shut down of the only plant at Bengaluru, the company initiated a process for retrenchment of its employees except for eight employees whose services are essential for carrying out post-closure activities and ensuring compliance with statutory and regulatory requirements. The retrenchment has been effected after complying with all legal procedures. This has resulted in an exceptional nature of expenses ? 328.19 lakhs for the year which is separately in the statement of profit and loss account. In general, the relationship with the employees remained cordial.

Material Changes, Transactions and Commitments: There are no material changes and commitments affecting the financial position of the Company which have occurred between the close of Financial Year on 31 March, 2026 to which the financial statements relates and the date of this Report.

However, the Board of Directors in their meeting held on October 15, 2025, have passed the resolution to close down its only plant in Bengaluru. Subsequently, the plant formally shut down from 15 December 2025. Following the cessation of manufacturing activities, the Factory Licence and sanctioned power facilities were also surrendered. Currently, the Company has no plans to resume operations in the foreseeable future. Since labour disputes are pending before various courts and other judicial forums, management intends to maintain the status quo. Accordingly, the financial statements were prepared on a non-going concern basis.

a. Production: During the year under review, the Company produced 5,254 tons of Grinding Media as compared to 9,539 tons in the previous year. The production during the year is lower compared to that of previous year due to closure of operation of the plant from 15 December, 2025.

b. Sales & Prospects: The Company sold 4,582 tons of Grinding Media during the year under review as against 9,650 tons in the previous year.

Future Expansion: As the operation of the plant is permanently closed, there are no plans for any expansion.

Insurance: The Company has taken adequate insurance coverage of all its Assets including inventories against various calamities, viz. fire, floods, earthquake, cyclone, accidents etc.

Industrial Relations: The Company continues to maintain harmonious industrial relations. Company periodically reviews its HR policies and procedures to aid and improve the living standards of its employees and to keep them motivated and involved with the larger interests of the organisation. The Company has systems and procedures in place to hear and resolve employees' grievances in a timely manner and provides avenues to its employees for their all-round development on professional and personal levels. All these measures aid employee satisfaction and involvement, resulting in good Industrial Relations.

The Company has also provided Group Medical Cover Policy to the employees in case of hospitalization on account of any illness, injury, or disease. The Company also has a Group Super Top-up Policy to take care of huge expenses in severe cases of hospitalization on account of illness, injury or disease.

Corporate Governance: In line with the Company's commitment to good Corporate Governance Practices, your Company has complied with all the mandatory provisions of Corporate Governance as prescribed in Regulations 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("SEBI LODR Regulations"). A separate Report on Corporate Governance and Practicing Company Secretary's Certificate thereon is included as a part of the Annual Report.

Management Discussion and Analysis Report (MDA): MDA covering details of operations, opportunities and threats etc. for the year under review is given in a separate section included in this Report and forms a part of this Annual Report.

Risk Management: The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. Corporate Risk Evaluation and Management is an ongoing process within the Organization. The Company has a well-defined Risk Management framework to identify, monitor and minimizing mitigating Risks. The Risk Management framework has been developed and approved by the senior management in accordance with the business strategy. The key elements of the framework include:

Risk Structure; Risk Portfolio; Risk Measuring & Monitoring and Risk Optimizing

The implementation of the framework is supported through criteria for Risk assessment, Risk forms & MIS.

a. Vigil Mechanism/Whistle Blower Policy: The Vigil Mechanism Policy of the Company which also incorporates a whistle blower policy in terms of the Regulations 22 of SEBI LODR Regulations can be accessed on the Company's website. The company has nominated the Chief Executive Officer as the Chief Vigilance officer. Protected disclosures can be made by a Whistle Blower through e-mail or by anonymous letter addressed to the Chief Executive Officer.

b. Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013: The Company has zero tolerance for sexual harassment at work place and has adopted a policy on prevention, prohibition and redressal of sexual harassment at work place in line with the provisions of sexual harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. During the year under review, the Company has not received any complaint in this regard.

c. Code of Conduct to Regulate, Monitor and Report Trading by Insiders: In Compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has revised Model Code of Conduct of Insider Trading Regulations from time to time. The Company adopted the Code of Conduct to regulate, monitor and report trading by Designated Person(s) in order to protect the Investor's Interest. The details of the said Code of Conduct forms part of the Corporate Governance Report.

a. Board of Directors and KMP: The Board of Directors of the Company comprises of four Non-Executive and Non Independent Directors out of which one is a Woman Director and two Independent Directors. All the Independent Directors of the company have furnished declarations that they meet the criteria of independence as prescribed under the Companies Act, 2013 and SEBI LODR Regulations.

Considering the integrity, expertise and experience (including the proficiency) the Board of Directors recommends the reappointment of Mr. Bhadesh K. Shah (DIN:00058177) Non Executive and Non-Independent Director of the Company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offered himself for reappointment.

As required under SEBI LODR Regulations amended from time to time, the information on the particulars of the Director proposed for re appointment has been given in the notice of the Annual General Meeting.

b. Meetings: During the year under review, five Board Meetings and four Audit Committee Meetings were convened and held.

The composition of Audit Committee is as under:-

All recommendations made by the Audit Committee during the year were accepted by the Board. The details of composition of other Committees and dates of the meetings are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI LODR Regulations.

c. Committees of the Board Directors: In compliance with the requirement of applicable laws and as part of the best governance practice, the Company has following committees of the Board as on 31 March, 2026.

i) Audit Committee ii) Stakeholders Relationship Committee iii) Nomination and Remuneration Committee iv) Corporate Social Responsibility Committee

The details with respect to the aforesaid committees are given in the Corporate Governance report.

d. Board Evaluation: Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR Regulations, the Board has carried out an evaluation of its own, the Directors individually as well as the evaluation of the workings of its Committees. 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 and governance. The performance evaluation of the Independent Directors was carried out by the Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

e. Familiarization Programme for Independent Directors: The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Company's procedures and practices. The Company has through presentations at regular intervals, familiarized and updated the Independent Directors with the strategy, operations and functions of the Company and Engineering Industry as a whole. The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at: https://www.welcaststeels.com/Documents/Financials/Corporate%20Governance/FamiliarizationProgramme2025-26.pdf

f. Nomination and Remuneration Policy: The Board has on the recommendation of Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. The Nomination & Remuneration Policy is stated in the Corporate Governance Report which is part of the Board's Report. The detailed policy is placed on the Investor Section of the Company's website https://www.welcaststeels.com/Documents/Financials/Policy/Nomination_RemunerationPolicy.pdf

g. Directors' Responsibility Statement: To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of clause (c) of Sub-Section (3) of Section 134 of the Companies Act, 2013 which states that:

a. In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures. b. The Directors have selected such accounting policies and applied them consistently and made judgement 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 Loss of the Company for that year. c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. The Directors are in the process of deciding the future course of action of the company's activity and hence, the financial information for the year under review has not been prepared on going concern concept. e. The Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively and f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

a. Statutory Auditors: Dagliya & Co., Chartered Accountants (Firm Reg. No.00671S) have been appointed as Statutory Auditors of the Company for a period of 5 years in 50th Annual General Meeting of the Shareholders of the Company will hold the office of the statutory auditors till the conclusion of 55th Annual General Meeting.

The Report given by the Auditors on the financial statements of the Company is part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

b. Internal Auditors: The Board of Directors at the recommendations of the Audit Committee appointed Talati & Talati LLP, Chartered Accountants as Internal Auditors of the Company for the financial year 2026-27.

c. Cost Auditors: Pursuant to and in compliance with the provisions of section 148(1) of the Companies Act, 2013 and Rules framed thereunder, the Company has maintained the cost accounting records. The Cost Auditors have filed the cost audit report for the Financial Year ended 31 March, 2025 within stipulated time frame. In view of the cessation of manufacturing operations, the provisions relating to appointment of Cost Auditors under Section 148 of the Companies Act, 2013 were not applicable during the year under review. Hence no proposal has been made in this Annual General Meeting for ratification of remuneration to be paid to cost auditors.

d. Secretarial Auditors: Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed Mr. Tushar M. Vora, Practicing Company Secretary (ACS-3459, CP No.1745), Ahmedabad as the Secretarial Auditors of the Company for a period of Five Years From 1 April, 2025 to conduct Secretarial Audit of the Company's Secretarial and related records.

The Report on the Secretarial Audit for the year ended 31 March, 2026 is annexed herewith as Annexure 'B' to this Board's Report. The remarks made in the Secretarial Audit Report are self-explanatory.

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo: The additional information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, stipulated under Section 134 (3)(m) of the Companies Act, 2013 read with the Rule 8 of the Companies (Accounts) Rules, 2014 is provided as an Annexure to this report.

Financial Statements: As the Board of Directors are in the process of deciding the future course of the company's activity, financial statements of the Company forming part of this annual report

a. have not been prepared on going concern basis. b. have been prepared accordance with relevant Indian Accounting Standards (Ind AS) issued by the Ministry of Corporate Affairs.

Auditors' Report and Notes on Accounts: The Board has duly reviewed the Statutory Auditor's Report for the Financial Year ended 31 March, 2026. There are no qualifications/observations in the Report.

Annual Return: In accordance with the provisions of Section 92(3) of the Act, Annual Return of the Company as on 31 March, 2026 is hosted on website of the Company at https://www.welcaststeels.com/Documents/Financials/Annual%20Report/202526R.pdf

Corporate Social Responsibility (CSR): The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility were not applicable to the Company during the year under review since the company had not earned threshold profit that is required u/s. 135 of the Companies Act, 2013.

Particulars of Employees: The information required pursuant to Section 197 of Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed as Annexure 'D'. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable as there was no employee falling under the criteria specified in aforesaid Rule 5(2) and 5(3).

Environment, Health and Safety: Notwithstanding the cessation of manufacturing operations and the retention of only eight employees, the Company continued to maintain appropriate standards of environment, health and safety for its personnel and premises.

Frauds: During the Financial Year ended on March 31, 2026, the statutory auditors, the cost auditors and the secretarial auditors have not reported to the Audit Committee, under section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's Report.

Secretarial Standards: The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

General Disclosures: During the Financial Year ended on March 31, 2026, the Company has not

? issued any shares, warrants, debentures, bonds or any other convertible or non-convertible securities,

? issued any shares with differential voting rights,

? issued any sweat equity shares, and

? made any changes in voting rights.

In terms of section 134(3) of the Act read with rule 8(5) of the Accounts Rules, for the Financial Year ended on March 31, 2026:

a. there were no proceedings initiated / pending against the Company under the Insolvency and Bankruptcy Code, 2016 which can materially impact the business of the Company, b. there were no instances where the Company required the valuation for a one-time settlement or while taking the loan from the Banks or Financial institutions, and no significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in the future.

The equity shares of the Company were not suspended for trading during the Financial Year ended on March 31, 2026.

Disclosure pertaining to explanation for any deviation or variation in connection with certain terms of public issue, right issue, preferential issue, etc. is not applicable to the Company.

There were no revisions of the financial statements and the Board's Report during the Financial Year ended on March 31, 2026.

The Company has complied with the applicable provisions of The Maternity Benefit Act, 1961.

In terms of section 134(3)(l) of the Act, apart from what is mentioned in this report, there are no material changes and commitments affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of this report.

Acknowledgments: Your Directors would like to express their appreciation for the assistance and co-operation received from the Company's Customers, Vendors, Bankers, Auditors, Investors and Government bodies during the year under review. Your Directors place on record their appreciation of the contribution made by employees at all levels.