To,

The Members

We, on behalf of Uttam Galva Steels Limited, present the 36^th Annual Report on the Business and Operations of the Company, along with the Audited Financial Statements for the Financial Year ended 31^st March, 2021.

INITIATION OF CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP):

The Hon'ble National Company Law Tribunal, Mumbai Bench, (NCLT), had vide its order dated 1st October, 2020 admitted the application filed by the State Bank of India for the initiation of the Corporate Insolvency Resolution Process (CIRP) in your Company, pursuance to the Insolvency and Bankruptcy Code, 2016 read with the rules and regulations framed thereunder and as amended from time to time (IBC Code). Mr. Milind Kasodekar was appointed as Interim Resolution Professional (IRP) to manage the affairs of the Company and thereafter, he was appointed as the Resolution Professional (RP) of the Company at the first meeting of the Committee of Creditors (CoC) held on 4^th November, 2020.

In view of the commencement of CIRP in your Company, the role and responsibilities of the Board of Directors are being fulfilled by the Resolution Professional in accordance with Sections 17 and 23 of IBC Code and powers of the Board of Directors are suspended. The CoC approved the resolution plan submitted by AM Mining India Private Limited on 2^nd June, 2021. The RP of your Company has filed an application with the Adjudicating Authority on 5^th June, 2021, for approval of the said Resolution Plan.

FINANCIAL SUMMARY & HIGHLIGHTS

FINANCIAL PERFORMANCE AND OPERATION

During this year, your Company has achieved a turnover of Rs. 647.13 Crores as against Rs. 490.96 Crores in the previous year Your Company has incurred loss (before exceptional items & tax) of Rs. 185.26 Crores as against loss of Rs. 635.48 Crores in the previous year.

During the year, Consolidated turnover of the company was Rs. 654.21 Crores as against Rs. 521.18 Crores in the previous year and the consolidated Loss (before exceptional items & tax) of Rs. 199.69 Crores as against loss of Rs. 652.55 Crores in the previous year.

The Financial year 2020-21 was worldwide challenging year due to Covid-19. Plant of your Company was completely shut

for almost 45 days of the financial year under review due to lockdown. However, your company has managed to produce 566839 MT as compare to 581389 MT in the previous financial year. During the year, your company has carried out its manufacturing activities on job work basis mainly for Arcelormittal Nippon Steel India Limited.

DIVIDEND

Due to heavy Losses, no dividend is recommended.

BUSINESS IMPACT OF COVID-19:

Due to the outbreak of Novel CoronavirusRs. (Covid 2019) the Government of India announced a nationwide lockdown with effect from 25^th March, 2020 to combat the spread of the Covid-19 virus. As per the guidelines issued by Government

of Maharashtra and Health authorities and for the safety and well-being of the employees of your company, the plants and head office were closed with immediate effect.

As per the guidelines issued by Ministry of Home Affairs (MHA) on 3^rd May, 2020, manufacturing of Steel products was classified as an essential service under the Essential Services and Management Act (ESMA) and hence Government permitted steel plants to continue their operations during the lock down. In view of the said guidelines along with the permission from the local administration and after taking necessary safety measures your company has resumed its operations at plant from 4^th May, 2020 gradually in phased manner. All the employees of the head office have since been working from home.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the regulation 34 read with the Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your management wish to report as follows:

(i) Industry Structure & Developments:

Production parameters measuring performance during Financial Year 2020-21 demonstrated an overall decline compared to the previous financial year. The Government of India publishes that production of crude steel at 102.49 MT and finished steel at 94.66 MT, which is declined by 6.1% and 7.8% respectively. The consumption of finished steel at 93.43 MT also fell by 6.7% over previous fiscal. However, half year of the financial year 2020-21, demonstrated a distinct rebound in the industry that was supported by both consumption segments- domestic and exports. In fact, during this period, the finished steel export at 10.79 MT was almost 30% higher than the previous year.

(ii) Opportunities & Threats:

Steel industry has been one of the bulwarks of India's rapid infrastructure development. And, with the Indian government targeting a $5 trillion economy by fiscal 2025, this is one industry whose fortune looks bright despite the recent turbulence due to the Covid-19 pandemic. Prevailing industry structure, however, limits business opportunities as well as challenge profitability of standalone processors with limited working capital. Volatility in supply and high raw material prices along with volatile finished steel prices create mismatch and affect the planning and production of the steel with long term view.

(iii) Segment-wise or Product-wise Performance:

Since your Company operates only in one Segment, segment-wise or product- wise analysis of performance is not applicable.

(iv) Outlook :

After contracting by 0.2% in the 2020, the World Steel Association forecasts global steel demand to grow by 5.8% during 2021 and 2.7% in 2022. India is projected to grow and meet or slightly exceed 2019 consumption levels during Calendar year 2021.

However, second wave of COVID-19 has affected domestic sentiment. Outlook remains cautious amidst projection of various scenarios linked to a third-wave as well as unsustainable demand-supply ratio of Finished Steel in India.

(v) Risks and Concerns:

Your Company has time to time identified, measured and monitored all inherent risks and regularly reported to the management. The management decides measures required to overcome these risks and ensures implementation of proper risk mitigation plans. In accordance with Regulation 17 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has duly put in place critical risk management framework across the Company for identification and evaluation of all potential risks.

(vi) Internal Control Systems and their adequacy:

Your Company has in place proper and adequate internal control systems commensurate with its business operations. Internal control systems are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations.

Your Company has also established and maintained the Internal Financial Control to ensure safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records, and timely preparation of financial information, as required under the Companies Act, 2013.

(vii) Discussion on Financial Performance with respect to Operational Performance and state of Company's affairs:

During the year, your Company continues to face severe working capital constraints. This has resulted in the Company operating the plant mainly on a job-work basis and that too at sub-optimal capacity of less than 60%.

(viii) Human Resources Development and Industrial Relations:

Your company believes our employees are our most valuable asset and to ensure their safety and wellbeing, standard operation procedures (SOPs) specific to COVID 19 were put in place. As per the Government directive,

regular training on appropriate COVID behaviors, thermal screening, social distancing, wearing of masks, usage of sanitizers, and frequent cleaning and disinfectant of commonly used surfaces and participation in the nationwide vaccination drive were made mandatory.

Your Company employs more than 820 employees. Your company has put in place an online Learning Management System (LMS) for strengthening and providing uninterrupted learning & development opportunities to our employees. Your Company is having harmonious and cordial Industrial Relations with its employees both at plant and offices. Your Company has constituted an 'Employee Grievance Redressal CommitteeRs. for its employees. Suitable processes and mechanisms are in place to ensure that the grievance of any employee, is effectively addressed in a fair and just manner Your Company is committed and compliant to all statutory compulsions under various applicable Acts. Your company, amongst many other policies has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

RELATED PARTY TRANSACTIONS

All the Related Party Transactions (RPT) entered into, during the year under review, were at arm's length basis and in the ordinary course of business. These transactions were in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter "Listing Regulations") as amended from time to time. The policy on Related Party Transactions as approved by the Board of Directors prior to the commencement of the CIRP has been uploaded on the website of the Company i.e. www.uttamgalva. com.

All the Related Party Transactions prior to the commencement of CIRP were approved by the Audit Committee. Further in terms of the provisions of the IBC Code, all the related party transactions after the commencement of CIRP i.e. 1^st October, 2020 till 31^st March, 2021 were approved by the CoC.

During the year, there was no transaction with any related parties, which exceeds the threshold limit as specified in the Companies Act, 2013 and in the Listing Regulations and hence none of the transactions can be termed as material transaction. Therefore, the disclosure of material related party transactions in the Form AOC- 2, as referred in Section 188 read with Section 134(3)(h) of the Companies Act, 2013 is not required to be annexed herewith.

CORPORATE GOVERNANCE

In view of commencement of CIRP, role and responsibilities of the Board of Directors as specified in the Listing Regulations required to be fulfilled by RP and the requirements of composition of board of directors, constitution of the Committee(s), meetings and terms of reference of the committee(s), as required under Listing Regulations are no longer applicable.

A detailed report on Corporate Governance as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as may be amended from time to time, forms part of this Report as 'Annexure I'. The AuditorsRs. Certificate on compliance with the Corporate Governance requirements by the Company is attached to the Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time; and before the commencement of CIRP, your Company had duly constituted Corporate Social Responsibility Committee, under the Chairmanship of Shri G S Sawhney and two other Members are Shri Rajiv Munjal and Shri Surendra Sharma. The Committee had prior to the commencement of CIRP, framed the Corporate Social Responsibility Policy of the Company which is available on the Company's website. Due to heavy losses during the previous financial year, the Company was not mandatorily required to spend any amount on CSR activities in the financial year 202021. Thus, report for CSR activities is not required to be annexed herewith.

DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

During the year under review there were following changes in the Board of Directors:

(i) Appointment/ Re-appointment :

During the year under review, no director was neither appointed nor re-appointed.

(ii) Resignation/ Cessation :

First tenure of five years of Shri Rajiv Kumar Dubey as an Independent Director was completed on 29^th October, 2020 and therefore he ceased to be a director with effect from that date.

(iii) Key Managerial Personnel (KMP):

The following are the Key Managerial Personnel of the Company.

• Shri Anuj R Miglani: Chief Executive Officer till 30^th September, 2020

• Shri Gursharan Singh Sawhney: Chief Financial Officer

• Shri Raggvendra Agrawal: Company Secretary

During the year there is no change in the role of Chief Financial officer and Company Secretary. REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES

Your Company has in place a policy for selection and appointment of Directors, Senior Management and their remuneration. A brief detail of the policy is given in the Corporate Governance Report and also posted on our website www.uttamgalva.com.

During the year no Employee of the Company other than the Managing Director has drawn remuneration of Rupees Eight Lakhs and Fifty Thousands per month or more. Moreover, after the commencement of CIRP, i.e. 1^st October, 2020, the Managing Director has decided not to draw any remuneration from the Company.

The information required pursuant to Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as may be amended from time to time, in respect to remuneration to the Whole Time Directors and Key Managerial Personnel is prepared separately forming part of this report. In terms of Section 136(1) of the Companies Act, 2013, the Report and Accounts are being sent to the Members, excluding the aforesaid information which is available for inspection by the Members at the registered office of the Company on any working day up to the date of the ensuing Annual General Meeting.

DIRECTORSRs. RESPONSIBILITY STATEMENT

Since your Company is under the CIRP, the powers of the Board of Directors are suspended, and such powers are vested with the Resolution Professional, pursuant to Section 17 of the IBC

Code.

In light of the aforesaid and pursuant to the requirements of Section 134(3)(c) and 134(5) of the Act with respect to DirectorsRs. Responsibility Statement, it is hereby confirmed by the Chief Financial Officer and the Resolution Professional that:

i) In the preparation of the annual financial statements for the year ended 31^st March, 2021, the applicable Accounting Standards have been followed along with the proper explanation relating to material departures, if any.

ii) Appropriate Accounting Policies have been selected and applied consistently. 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 on 31st March, 2021 and of the Profit and Loss Account for the Financial Year ended 31^st March, 2021 .

iii) 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 preventing & detecting fraud and other irregularities.

iv) The Annual Accounts have been prepared on a going concern basis.

v) The Internal Financial Controls were in place and that there are adequate and were operating effectively.

vi) Proper systems are in place to ensure compliance of all laws applicable to the Company and that such systems are adequate and operating effectively.

STATUTORY AUDITORS AND THEIR REPORT Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. Todarwal & Todarwal, Chartered Accountants (Firm Registration No. 111009W), were appointed as statutory auditors from the conclusion of the 35^th Annual General Meeting (AGM) held on 25^th September, 2020 till the conclusion of the 40^th AGM of the Company.

The Statutory Auditors have given a confirmation to the effect that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as Statutory Auditors. Pursuant to the amendments made to Section 139 of the Companies Act, 2013 by the Companies (Amendment) Act, 2017 effective from 7^th May, 2018, the requirement of seeking ratification of the Members for the appointment of the Statutory Auditors has been withdrawn. Moreover, the Resolution professional of the Company has also confirmed the appointment of Statutory Auditors till the conclusion of 40^th AGM of the Company, in their meeting held on 31^st May, 2021.

Notes to the accounts as referred in the Auditor's report are self-explanatory and does not contain any qualifications and therefore, do not call for any further comments and explanations.

COST AUDITORS AND THEIR REPORT

As per Section 148 of the Act read with Companies (Cost Records and Audits) Rules, 2014, as amended and on the recommendation of the Audit Committee, the Resolution Professional of your Company has reappointed M/s. Manisha & Associates, Cost Auditors to conduct the Cost audit for Steel and Power Plant of the Company for the Financial Year 202122.

As required under the Companies Act, 2013, a resolution seeking MembersRs. approval for the remuneration payable to the Cost Auditors forms part of the notice of this Annual General Meeting for their ratification. The Cost Audit Report of the Company for the Financial Year ended 31^st March, 2021 was duly filed with Central Government within the stipulated time as prescribed under Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014.

SECRETARIAL AUDITOR AND THEIR REPORT

The Secretarial Audit of the Company for the financial year 2020-21 was carried out by M/s. JNG & Co., Practicing Company Secretaries (C.P. No. 8108). The Secretarial Audit Report is annexed hereto and part of the Board Report as an 'Annexure II'. The said report does not contain any qualification, reservation or adverse remarks.

SUBSIDIARY & JOINT VENTURE COMPANIES

The Company has Seven Wholly-Owned Subsidiary Companies

and One step down subsidiary of the Company namely:

i) Uttam Galva Holdings Limited in Dubai;

ii) Atlantis International Services Limited in British Virgin Islands;

iii) Uttam Galva Steels Netherlands B.V. in Netherlands;

iv) Neelraj International Trade Limited in British Virgin Islands;

v) Uttam Galva Steels BVI Limited in British Virgin Islands;

vi) Uttam Exports BVI Ltd. in British Virgin Islands;

vii) Uttam Galva North America, Inc.; and

viii) Uttam Galva International, FZE (Step down Subsidiary) in Jebel Ali Free Zone in

United Arab Emirates, the subsidiary of Uttam Galva Holdings Limited, Dubai.

Apart from the aforesaid subsidiaries, your Company also has Two Joint Venture Companies namely:

(i) Texturing Technology Private Limited; and

(ii) Moira Madhujore Coal Limited.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for the Financial Year ended 31^st March, 2021, are prepared in compliance with the applicable provisions of the Companies Act including Indian Accounting Standards specified under Section 133 of the Act. The audited consolidated financial statements together with the AuditorsRs. Report thereon form part of the Annual Report. Pursuant to Section 129(3) of the Act, a Statement containing salient features of the financial statements of each of the Subsidiaries and Joint Venture Companies in the prescribed Form AOC-1 is annexed to this report as 'Annexure III'.

Since in one of the subsidiary namely Uttam Galva Steels (BVI) Limited, lenders have appointed receiver, due to default in repayment made by that subsidiary. Your Company is not able to exercise control in that subsidiary. Hence account of the said subsidiary is not consolidated.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company

and financial statements of each of the subsidiary will be available on our website www.nttamgalva.com. These documents will also be available for inspection during business hours at the Registered Office of the Company.

HEALTH, SAFETY AND ENVIRONMENT

Your Company has well-versed pollution control devices namely Air Pollution Control device (scrubber followed by fume extraction system and adequate height of chimney) to ensure level of pollutant parameter which are well within the standard norms. Your Company has zero water discharge unit and 100% of Industrial waste water is being recycled and reused in the process. Your Company is yearly submitting Hazardous waste return and Environment Statement Report to Maharashtra Pollution Control Board. The Company is continuously endeavoring to improve the health and quality of life for the people surrounding its plants.

DISCLOSURES UNDER THE COMPANIES ACT, 2013

i) Number of Meetings of the Board of Directors:

During the period under review but prior to the commencement of the CIRP, the Board of Directors met two times. The details regarding the attendance and the date of Board Meetings are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Regulations 17 of the Listing Regulation, 2015.

ii) Audit Committee

The Audit Committee comprises of three members and all of them are Independent Directors. The Members possess adequate knowledge of Accounts, Audit, Finance, etc. The composition of the Audit Committee meets the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulation, 2015. During the period under review but prior to the commencement of the CIRP, the Audit Committee met two times. There were no recommendations of the Audit Committee that have not been accepted by the Board.

iii) Annual Return

Subsequent to the enforcement of the relevant provision of the Companies Amendment Act, 2017, the Annual Return in Form MGT 7 shall be available on the website of the Company. Weblink is

http://uttamgalva.com/financials/annual_return.html

iv) Particulars of Loans, Guarantee or Investment:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

v) Significant and material orders passed by the Regulators or the Courts:

During the year under review, in pursuant to the application made by the State Bank of India, the Hon'ble National Company Law Tribunal, Mumbai bench, vide order dated 1^st October, 2020, has initiated the Corporate Insolvency Resolution Process in your Company, under the provisions of the Insolvency and Bankruptcy Code, 2016 (IBC Code). Thereafter, in accordance with Section 17 of the Code, the powers of the Board are suspended and Shri Milind Kasodekar was appointed as the Interim Resolution Professional of the Company, who was subsequently confirmed as Resolution Professional (RP) by the Committee of Creditors, constituted under IBC Code.

vi) Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

a) Conservation of Energy

The Company has an Energy Conservation Cell which ensures implementation of the Energy Conservation efforts & Energy Management Policy. Conservation of energy is a continuous activity and the Company continually strives to conserve energy. During the year under review followings steps have been taken by the Company to conserve energy at its Plant:

• Monitor and Optimize process parameters in the combustion system of all the thermal equipment's in the Plant. This includes Incinerators, Galvanizing furnace, Annealing furnace, Acid Re-generation Plant, Boilers etc.

• During the year under review, the Company has not taken any steps for utilizing alternate source of energy.

• During this year under review, no capital expenditure has been incurred in energy conservation equipment.

• Energy conservation has been carried out by effective process optimization.

b) Technology Absorption

The Company's products are manufactured by using in-house know-how and no outside technology is being used for manufacturing activities. The Company constantly strives for maintenance and improvement in quality of its products and entire Research & Development activities are directed to achieve the aforesaid goal.

c) Foreign Exchange Earnings & Outgo

During the year under review, the Company has made expenditure in foreign currency. The details of the foreign exchange earnings & outgo of the Company for the Financial Year 2020-21 are as below:

vii) Compliance with Secretarial Standards:

The Company confirms compliance with the applicable requirements of Secretarial Standards 1 and 2.

viii) Other Disclosures/ Reporting :

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

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

b. Issue of Equity shares with differential rights as to dividend, voting or otherwise.

c. Issue of Shares (including sweat equity shares) to employees of the Company under any scheme.

d. Neither the Managing Director nor the Whole Time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

ACKNOWLEDGEMENT

The Management of your Company would like to express their appreciation to the Central, State & Local Governments, Authorities, Regulatory Bodies, Financial Institutions, Banks, Customers of the Company for their continued support and cooperation.

The Management of your Company also like to place on record their sincere appreciation for the total commitment, dedication and hard work put in by every Member of the Uttam Galva Family.