Dear Shareholders,

Your Directors have pleasure in presenting the 15^th (Fifteenth) Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended 31^st March, 2026.

FINANCIAL PERFORMANCE

The highlights of the financial performance of the Company for the financial year ended 31^st March, 2026 as compared to the previous financial year are as under:-

(_ in Lakhs)

FERRO ALLOYS BUSINESS - INDUSTRY AT A GLANCE

During FY 2025–26, the Ferro Silicon industry remained closely linked to developments in the global and domestic steel sector, which continues to be the principal consumer of Ferro Silicon. Global steel production witnessed moderate growth during the year, supported by infrastructure investments, energy transition projects and steady demand from the construction and automotive sectors. However, the operating environment for Ferro Silicon manufacturers remained challenging due to persistent volatility in raw material prices, elevated energy costs and uncertain global trade conditions.

The Ferro Silicon industry continued to face significant cost pressures during the year. Power cost, which constitutes nearly 45%–50% of the total production cost of Ferro Silicon, remained the single most critical factor affecting profitability and competitiveness. Fluctuations in quartz, reductants, electrode paste and freight costs, along with adverse currency movements, also impacted industry margins. Globally, the Ferro Silicon market remained under pressure due to continued oversupply and aggressive pricing from Chinese producers. The dumping of Silicon Metal and Ferro Silicon by Chinese manufacturers adversely affected international market prices, resulting in realizations falling below sustainable production cost levels for many producers across the world. This led to severe margin compression and operational challenges for Ferro Silicon manufacturers, particularly in regions with high energy costs.

The Indian Ferro Silicon industry also faced structural disadvantages compared to competing international producers, particularly those operating in countries with access to low-cost hydroelectric power such as Bhutan. Indian manufacturers, especially units located in states with high industrial power tariffs, continued to face significant competitive pressure due to the substantial disparity in electricity costs.

The ongoing geopolitical tensions arising from the Russia–Ukraine conflict and instability in the West Asian region further impacted global commodity and energy markets during the year. Since India remains dependent on imports for several critical raw materials used across the steel value chain, elevated international prices and freight costs continued to exert pressure on input costs for the ferro alloys sector, including Ferro Silicon manufacturers.

Despite these near-term challenges, the medium-term outlook for the Ferro Silicon industry remains cautiously optimistic, supported by planned expansion in steel-making capacities, infrastructure development initiatives and continued industrial growth. Government focus on manufacturing, infrastructure and capital expenditure is expected to support long-term steel demand, which in turn is likely to drive consumption of Ferro Silicon and other ferro alloys.

However, the industry is expected to remain sensitive to developments in global trade, power tariffs, raw material availability and international pricing trends. Sustainable competitiveness for Indian Ferro Silicon manufacturers will largely depend on access to affordable power, operational efficiencies and supportive policy measures aimed at strengthening the domestic ferro alloys sector.

In view of the continued suspension of operations of the Company and the deteriorating condition of its Plant and Machinery and/or Undertaking(s), considering the need to meet the recurring expenses and other unavoidable liabilities, the Board of Directors, pursuant to the recommendation of the Audit Committee, at its meeting held on 7^th January, 2026, approved a proposal for the disposal of the whole or substantially the whole of the plant and machinery and/ or undertaking(s) of the Company located at Byrnihat, Meghalaya, subject to the approval of shareholders and such other approvals as may be required under the provisions of the Companies Act, 2013 ("Act") and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The proposed disposal includes fixed assets, plant and machinery, inventories and other assets of the Company on such terms and conditions as may be determined by the Board from time to time in the best interest of the Company, with the objective of meeting its unavoidable financial obligations and liabilities. The aforesaid proposal was subsequently approved by the shareholders of the Company through e-voting on 9^th February, 2026 with requisite majority.

The Company is actively exploring appropriate avenues & opportunities towards achieving its objectives in the best interests of the Company.

During the year under review, since the factory of the Company situated at Byrnihat was closed from 7^th May, 2025 the figures of production, sales, profit/loss on year to year basis are not comparable. The Company sold 1,237.96 MT. Ferro Silicon, stocks available with the Company during the FY 2025-26 as against 11,961 MT. in previous year. Since the Company's production was closed, the Company only produced 673 MT. during the year under review before the closure of operations.

OPPORTUNITIES & THREATS, RISKS AND CONCERNS Opportunities

The Company is evaluating various strategic alternatives for the optimal utilization of the proceeds received from sell off assets, including business restructuring, diversification into new business opportunities and other potential initiatives. The Company remains committed to identifying sustainable avenues for long-term growth and enhancing shareholder_value.

Threat

The Company's future_ business plans are_ subject to risks_ relating to the_ identification of suitable_ business opportunities,_ regulatory approvals and_ prevailing market conditions. Continued non-utilization_ of production facilities_ may also result_ in asset deterioration, increased maintenance_costs and afireduction in theirfirealizable value.

Risks and Concern

The Company is currently not engaged in active business operations and faces risks relating to limited revenue generation, asset maintenance, regulatory compliance and identification of suitable future business opportunities. The management continues to evaluate strategic alternatives to enhance stakeholder value.

PERFORMANCE AND OPERATIONS REVIEW

Pursuant to the closure of plant, the Company sold the 1,237.96 MT. Ferro Silicon, stocks available with the Company during the FY 2025-26 and has posted total revenue of _ 3,077.79 lakhs as against _ 12,107.56 Lakhs and recorded a loss of _ 1,255.65 Lakhs in FY 2025-26 as against a loss of _ 970.03 Lakhs. Since the factory was closed from May, 2025 onwards the Company only produced 673 MT. during the year under review before the closure of operations. Pursuant to the shareholder's approval taken on 9^th February, 2026 to sell, lease or otherwise dispose off the assets of the Company, the Company is in the process of exploring appropriate avenues & opportunities towards achieving its objectives.

SHARE CAPITAL

The paid-up Equity Share Capital as on 31^st March, 2026 was _ 21,21,72,990 divided into 21,21,72,990 equity shares of _ 1 each. The Company has neither issued any shares with differential voting rights nor granted stock options or sweat equity shares.

SHARES IN SUSPENSE ACCOUNT

Disclosures of the shares lying in Company's Unclaimed Shares Suspense Account are given in the Report of Corporate Governance.

INVESTOR EDUCATION AND PROTECTION FUND

As per Companies Act, 2013 dividends that are unclaimed/ unpaid for a period of seven (7) years from the date of their transfer are required to be transferred to the Investor Education and Protection Fund (‘IEPF') administered by the Central Government.

The tentative date for transfer of unclaimed and unpaid dividends to the IEPF, declared by the Company are as under:

Members who have not encashed their dividend so far in respect of the aforesaid periods are requested to make their claims to Maheshwari Datamatics Private Limited, Registrar and Share Transfer Agent of the Company (‘RTA') or to the Company Secretary of the Company, at the Company's Registered Office/ Corporate Office, well in advance of the above due dates. Pursuant to the provisions of IEPF Authority (IEPF) (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules'), the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 23, 2025 (date of the last AGM) on the website of the Company at www.shyamcenturyferrous.com and also on the website of the Ministry of Corporate Affairs at www.mca.gov.in.

Further, pursuant to the provisions of Section 124 of the Act, read with the relevant Rules made thereunder, shares on which dividend has not been paid or claimed for seven (7) consecutive years or more shall be transferred to the IEPF Authority as notified by the Ministry of Corporate Affairs.

ANNUAL RETURN

In terms of requirement of section 134 (3) (a) read with Section 92(3) of the Companies Act, 2013 and the rules made thereunder, the Annual return of the Company has been placed on the Company's website and can be accessed at the web link at https://www.shyamcenturyferrous.com/ Annual_Return/Annual-Return-2025-26.pdf

MEETINGS OF THE BOARD

During the year, Five (5) Board Meetings and Five (5) Audit Committee meetings were convened and held on 21^st May, 2025, 08^th August, 2025, 4^th November, 2025. 7^th January, 2026 and 06^th February, 2026. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The details of the Board Meeting are provided in the Corporate Governance Report.

MEETINGS OF INDEPENDENT DIRECTORS

During the year under review, meeting of Independent Directors was held on 25^th March, 2026 wherein the performance of the Non-Independent Directors and the Board as a whole was reviewed. The Independent Directors at their meeting also, inter alia, assessed the quality, quantity and timeliness of flow of information between the Company's management and the Board of Directors of the Company.

COMMITTEES OF THE BOARD

The composition and terms of reference of the Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Finance Committee have been furnished in the Corporate Governance Report forming part of this Annual Report. There has been no instance where the

Board has not accepted the recommendations of the Audit Committee and Nomination and Remuneration Committee.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has formed a Whistle Blower Policy/ Vigil Mechanism as required under Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The said policy may be referred to at the Company's website at https://www.shyamcenturyferrous. com/code_policies/Whistle-Blower-Policy.pdf.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES

The Board has framed a Remuneration Policy for selection, appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Employees. The remuneration policy aims to enable the Company to attract, retain and motivate highly qualified members for the Board and at other executive levels. The remuneration policy seeks to enable the Company to provide a well-balanced and performance-related compensation package, taking into account shareholders' interests, industry standards and relevant Indian corporate regulations. The details on the same are given in the Corporate Governance Report. The said policy may be referred to at the Company's website at the web link at https://www.shyamcenturyferrous.com/code_ policies/Remuneration-Policy.pdf.

CODE OF CONDUCT

With intent to enhance integrity, ethics & transparency in governance of the Company your Company had adopted a Code of Conduct for Directors and Senior Management Personnel. The Code has been displayed on the Company's website at https://www.shyamcenturyferrous. com/php/policies.php?pdf=Code_of_Conduct_for_Senior_ Management.pdf

COMPLIANCE WITH THE SECRETARIAL STANDARDS AND INDIAN ACCOUNTING STANDARDS

The Company has complied with the applicable Secretarial Standards as recommended by the Institute of Company Secretaries of India. The Company has also complied with all relevant Indian Accounting Standards (Ind AS) referred to in section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 while preparing the financial statements.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to requirement of Section 134 (3) (c) read with section 134(5) of the Companies Act, 2013, the Directors hereby confirm and state that: In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with the proper explanation relating to material departures, if any.

The Directors have selected such accounting policies and have 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 as at 31^st March, 2026 and of the loss of the Company for the year under review.

The Directors have 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.

The Directors have prepared the annual accounts on going concern basis.

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.

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.

AUDITORS & AUDITORS' REPORT Statutory Auditors

M/s. D.K. Chhajer & Co, Chartered Accountants (Firm Registration Number: 304138E) Statutory Auditors of the Company, was appointed by the members at the Tenth Annual General Meeting of the Company held on 30^th September, 2021 and shall hold office for a period of 5 years from the date of such meeting. The Re-appointment of Statutory Auditors will be subject to the approval of Board, Audit Committee & Shareholders of the Company.

The Statutory Auditors' Report "with an unmodified opinion", given by M/s. D. K. Chhajer & Co., on the Financial Statements of the Company for the Financial Year ended 31^st March, 2026, is appended in the Financial Statements forming part of this Annual Report.

The notes to the accounts referred to in the Auditors' Report are self-explanatory and, therefore, do not call for any further comments.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its manufacturing activity is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s. B. G. Chowdhury & Co., Cost Accountants, (Firm Registration Number: 000064) as Cost Auditors of the Company for the financial year ended 31^st March, 2026 in the Board Meeting held on 21^st May, 2025. The remuneration proposed to be paid to them for the FY 2025-26, as recommended by audit committee, was ratified in the meeting of shareholders held on 23^rd September, 2025. The Board of Directors of the Company, based on the recommendation made by the Audit Committee at its meeting held on 22^nd May, 2025 has noted that the provisions relating to Cost Audit under section 148 of the Companies Act, 2013 read with the applicable rules made thereunder are no longer applicable on your Company for the FY 2026-27. Accordingly, the Company has not appointed the Cost auditor for the said FY 2026-27.

The cost audit report for the FY 2024-25 was filed with the Ministry of Corporate Affairs on 03^rd September, 2025.

Secretarial Auditors

M/s. MKB & Associates, a firm of Practicing Company Secretaries, (Firm Registration No.- P2010WB042700), Secretarial Auditors of the Company was appointed by the members at the Fourteenth Annual General Meeting of the Company held on 23^rd September, 2025 and shall hold office for a period of 5 years from the date of such meeting. The Secretarial Audit Report for the FY 2025-26 is annexed herewith and marked as Annexure-1. The report is self-explanatory and do not call for any further comments.

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under section 143(12) of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, your Company has not made any investments or provided guarantees or security in connection with a loan to any person exceeding the limit specified in Section 186 of the Companies Act, 2013. Details of Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

All related party transactions are entered on arm's length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. In terms of Section 134 of the Act read with Rule 8 of the

Companies (Accounts) Rules, 2014, there were no material contract or arrangement entered into by the Company with related parties as referred to in Section 188. Therefore, disclosure in Form AOC-2 is not applicable. However, the details of the transactions with the Related Party are provided in the Company's financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented before the meeting of Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature, the details as required under the applicable Industry Standards and requirements were placed before the Audit Committee and Board. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

A policy on ‘Related Party Transactions' has been devised by the Company which may be referred to at the Company's website at the web link at https://www.shyamcenturyferrous. com/php/policies.php?pdf=Related_Party_Transaction_ Policy.pdf

RESERVES

During the year under review no amount was transferred to reserves.

DIVIDEND

Considering the suspension of operations, closure of plant and the net loss su_ered during the FY 2025-26, the Board of Directors has decided that it would be prudent not to recommend any dividend for the Financial Year 2025-26.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As the Company remained non-operational during the financial year 2025-26 consequent to the closure of the plant and discontinuation of production activities, the disclsoures relating to conservation of energy and technology absorption as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with the applicable rules thereunder are not applicable.

Further, no research and development activities were undertaken during the year under review.

In the absence of any manufacturing or operational activities during the year, the Company did not have any foreign exchange earnings or expenditure during the Financial Year 2025–26.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES (CSR)

In view of the continuous losses incurred by the Company, the provisions relating to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility

Policy) Rules, 2014 were not applicable to the Company during the Financial Year 2025–26.

Accordingly, the Company was not required to undertake or incur any expenditure towards Corporate Social Responsibility (CSR) activities during the year under review.

The Corporate Social Responsibility Committee is headed by Mr. Rajesh Kumar Agarwal, Director of your Company and consists of Members as stated below:

As the provisions of Section 135 of the Companies Act, 2013 were not applicable to the Company during the Financial Year 2025–26, the disclosure and reporting requirements relating to Corporate Social Responsibility (CSR), including the Annual Report on CSR Activities, are not applicable to the Company for the year under review.

The CSR Policy of the Company is available on the Company's website under the weblink https://shyamcenturyferrous.com/ code_policies/CSR-Policy.pdf

EVALUATION OF THE BOARD'S PERFORMANCE

In compliance with the Companies Act, 2013 and as per the Listing Obligations and Disclosures Requirements Regulations formulated by the Securities and Exchange Board of India (SEBI), the Company has adopted a policy for evaluation of performance of the Board of Directors. The Board follows a formal mechanism for the evaluation of the performance of the Board as well as Committee.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

The Nomination and Remuneration Committee at its meeting established the criteria based on which the Board will evaluate the performance of the Directors.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders, etc. The performance evaluation of the Non-Independent Directors and Board as a whole was also carried out by the Independent Directors.

The Directors expressed their satisfaction over the evaluation process and results thereof.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The tenure of Mr. Nirmalya Bhattacharyya (DIN: 09037566), Independent Director of the Company were due to expire on 31^st March, 2026. On the recommendation of Nomination & Remuneration Committee, the Board at its meeting held on 08^th August, 2025, re–appointed Mr. Nirmalya Bhattacharyya, as an Independent Director of your Company for further period of five years with effect from 1^st April, 2026 till 31^st March, 2031. The Company in its Annual General Meeting held on 23^rd September, 2025 has taken approval of the shareholders for the above re-appointment.

On the recommendation of the Nomination & Remuneration Committee, the Board of Directors in its meeting held on 8^th August, 2025, appointed Mr. Ghanshyam Agarwal (DIN: 08181762) as an Additional Director in Non-Executive category with effect from 8^th August, 2025. In terms of Regulation 17(1C) of the Listing Regulations, the listed entity is required to obtain approval of the shareholders for the appointment of new Director at the next General Meeting or within a time period of three months from the date of appointment, whichever is earlier. Accordingly, The Company in its Annual General Meeting held on 23^rd September, 2025 has taken approval of the shareholders for the above appointment.

In accordance with the provisions of Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Rajesh Kumar Agarwal (DIN: 00223718) will retire by rotation and being eligible, offers himself for reappointment. In view of his considerable experience, your Directors recommend his re- appointment as Director of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and the Listing Regulations.

Mr. Nirmalya Bhattacharyya, Mrs. Ibaridor Katherine War and Mr. Pramod Kumar Shah are Independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfill the conditions specified in Section 149 of the Act and the Rules made thereunder and the Listing Regulations about their status as Independent Director of the Company.

Your Board of Directors formed an opinion that the Independent Directors of the Company are maintaining highest standard of integrity and possessing expertise, requisite qualifications and relevant experience in the fields of Administration, General management, Accounts & Finance, Audit, Internal Audit, Taxation, Risk, Board procedures, Governance etc., for performing their role as Independent

Directors of the Company. Regarding proficiency, all Independent Directors have registered themselves in the Data Bank maintained with the Indian Institute of Corporate Affairs (IICA), Manesar. In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, all the Independent Directors of the Company have confirmed that they have a valid registration with the Independent Directors' databank maintained by the Indian Institute of Corporate Affairs (IICA) and have also completed the online proficiency test conducted by the IICA, if not exempted.

FAMILIARISATION PROGRAMME UNDERTAKEN FOR INDEPENDENT DIRECTORS

In order to enable the Independent Directors to perform their duties optimally, the Board has devised a familiarization programme for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. They are periodically updated about the development which takes place in the Company. The Independent Directors have been issued Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and commitments etc. The familiarization program is available on the Company's website under the weblink https://shyamcenturyferrous.com/ code_policies/11-Familarization-Programme-Policy.pdf

BOARD DIVERSITY

Your Company believes that a diverse Board is essential for success of an organization. A diverse Board influences eradicating differences in knowledge, skills, gender, age, geographical differences, cultural background etc., this ultimately effects competitive advantages. The Board has adopted the Board Diversity Policy which sets out the approach to the diversity of the Board. The said Policy is available on your Company's website at https:// shyamcenturyferrous.com/code_policies/Board-Diversity-Policy.pdf

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE

The Company does not have any subsidiary, associate and joint venture.

CHANGES IN NATURE OF BUSINESS, IF ANY

There has not been any change in the nature of business.

BOARD POLICIES

The Board of Directors of your Company, from time to time have framed and revised various Polices as per the applicable Acts, Rules, Regulations and Standards for better governance and administration of the Company. The Policies are made available on the website of the Company at https:// www.shyamcenturyferrous.com/investors/code-and-policies.

php The policies are reviewed periodically by the Board and updated based on need and requirements.

DEPOSITS

During the year under review, the Company has not accepted any deposits from public or from any of the Directors of the Company or their relatives falling under ambit of Section 73 of the Companies Act, 2013.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE COURTS OR REGULATORS

In respect of demand notice dated 19^th February, 2020 received by the Company from Director of Mineral Resources, Meghalaya, for payment of royalty, MEPRF, VAT/GST for _ 1,739 Lakhs (approx) in pursuance to the National Green Tribunal (NGT) Order dated 17^th January, 2020 passed in O.A. No. 110(TCH)/2012 for alleged illegal coal procurement. By passing the said order NGT has accepted the Recommendation of the 5^th Interim Report of the Independent Committee set up by NGT, which has suggested imposition of penalty on Cement Companies and Thermal Power Plants in Meghalaya. The Company has not purchased any illegal coal and has complied with all disclosure requirements of the various Government Departments. The Report of NGT Committee has been founded on the basis of assumptions and views of the Committee and not on hard facts. Further to note that the Company has neither been issued a show-cause nor any opportunity of being heard was given to the Company before submitting the Interim reports by the Independent Committee to NGT. Even NGT has not served any notice on the Company before passing the impugned order dated 17^th January, 2020 which is clear violation of principles of natural justice. The Company backed by the legal opinions, believes that it has a good case in the matter as the said order was issued based on certain hypothetical assumptions and views and not on hard facts. No opportunity of being heard was provided to the Company either by NGT committee or by NGT itself which passed order without going into the merits & facts and accepted the recommendations of 5^th Interim Report. In addition, the Committee also recommended that an amount of Rs. 400/MT. of coal to be utilized by the Company (and other plants) on or after the date of the order shall be directed to be deposited in the MEPRF, which comes to Rs. 446 lakhs (approx). Therefore, there is every likelihood of the Demand Notice and the order of the NGT being set aside. The Company has preferred an appeal before the Supreme Court of India against the NGT. The Hon'ble Supreme Court in its Order dated 2^nd May, 2023 has set aside the Order of NGT and remand back the same to NGT for its further considerations. On 2^nd Nov, 2023, the Company filed an application for impleadment which was allowed by the NGT, Eastern Zone Bench. Further, the Company has also filed a counter a_davit before the NGT, Eastern Zone Bench which was taken on record on 9^th Feb, 2024. Pleadings in this matter stand completed. Pursuant to the order dated 7^th April, 2026, the matter has been directed to be listed for final hearing on 14^th July, 2026. Based on legal advice and management's assessment of the merits of the case, the Company believes that it has a reasonable likelihood of a favourable outcome. Accordingly, no provision has been made in the books of account. (Refer Note no. 46(a) of Notes to Accounts).

Other than the aforesaid, there have been no significant and material order passed by the Courts/Regulators impacting the going concern status and future operations of the Company

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes or commitments have occurred between the end of the financial year and the date of this Report which affect the financial statements of the Company in respect of the reporting year.

CREDIT RATINGS

During the year under review, the Company based on the No objection certificate received from HDFC bank Ltd. & as per ICRA's policy on withdrawal of credit rating, has requested ICRA Limited to withdraw its credit rating assigned to Company's short term and long term fund facilities. ICRA limited has withdrawn the credit rating assigned to the Company's fund facilities and the same has been intimated to the Stock Exchanges.

Currently there are no ratings assigned to the Company.

ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Company maintains comprehensive internal control system, commensurate with the size of its operations and monitoring procedure for all the major processes to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources.

INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the design or operations were observed. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

DETAILS OF SIGNIFICANT CHANGES (I.E., CHANGES OF 25% OR MORE) IN KEY FINANCIAL RATIO AND CHANGE IN RETURN ON NETWORTH ALONGWITH DETAILED EXPLANATIONS

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

The disclosures with respect to the remuneration of Directors and employees as required under Section 197 of Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with a statement containing particulars of employees as required under Section 197 of Companies Act, 2013 read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith and marked as Annexure- 2.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

DETAILS OF DIFFERENCE IN VALUATION

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

No complaint was received during the year. The details required as per Companies (Accounts) Second Amendment Rules, 2025 is mentioned herein below:

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements as stipulated under the Listing Obligations and Disclosures Requirements Regulations formulated by the Securities and Exchange Board of India (SEBI). A separate section on corporate governance, along with a certificate from the auditors confirming the compliance, is annexed and forms part of this Annual Report. This certificate will be forwarded to the Stock Exchanges along with the Annual Report of the Company.

MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

As required under Regulation 17(8) of the Listing Obligations and Disclosures Requirements Regulations formulated by the Securities and Exchange Board of India (SEBI), the Managing Director and CFO certification has been submitted to the Board and a copy thereof is contained in this Annual Report.

RISK MANAGEMENT

The Plant operations have been shut down and as a result, the risk pertaining to efficiency of plant operations and plant costs are no longer applicable. The Company is actively working on the risk related to revenue generation, asset maintenance, regulatory compliance and identification of suitable future business opportunities.

HUMAN RESOURCE DEVELOPMENT & INDUSTRIAL RELATIONS

The Company has always maintained a fair and inclusive an orderly transition and maintained cordial relations with employees and workmen. There were no instances of labor unrest or industrial disputes during the year. During the year under review, the Company ensured compliance with applicable labour laws. In line with the Government of India's implementation of the new Labour Codes, the Company has initiated necessary reviews of its HR policies. The management is taking appropriate steps to align internal processes and systems with the requirements of the new labour regulations.

MATERNITY BENEFITS

The Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

The Ministry of Corporate Affairs has permitted Companies to send copies of Annual report, Notices, etc., electronically to the email IDs of shareholders. Your Company has arranged to send the soft copies of these documents to the registered email IDs of the shareholders, wherever applicable. In case, any shareholder would like to receive physical copies of these documents, the same shall be forwarded upon receipt of written request in this respect.

The Ministry of Corporate Affairs has taken ‘Green Initiative in the Corporate Governance' by allowing paperless compliances by the Companies and has issued circulars stating that service of notice/documents including Annual Report can be sent by e-mail to its members for the financial year 31^st March, 2026. A newspaper advertisement in this regard is being published.

CAUTIONARY STATEMENT

Statements in this report describing the Company's objectives, expectations or predictions, 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 the Company's operations include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, our business, the businesses of our customers, vendors and partners and other factors which are material to the business operations of the Company.

ACKNOWLEDGEMENT

YourDirectorstakethisopportunitytoexpresstheirdeepsense of gratitude to the Banks, Central and State Governments and their departments and the Local Authorities, Customers, Vendors, Business partners/associates and Stock Exchanges for their continued guidance and support.

Your Directors would also like to place on record their sincere appreciation for the commitment, dedication and hard work put in by every member of the Company and recognize their contribution towards Company's achievements. Your directors express their gratitude to the shareholders of the Company for reposing their confidence and trust in the Management of the Company.