Your Directors are pleased to present the 10^th Annual Report on the performance of your Company, together with
the Auditors' Report and Financial Statements for the year ended 31^st March 2025 and the Report thereon by the
Comptroller and Auditor General of India.

1. BACKGROUND

Ministry of Corporate Affairs vide order dated 6^th October, 2022 had accorded approval of Scheme of Arrangement
between NMDC Limited (Demerged Company) and NMDC Steel Limited (Resulting Company) and their respective
shareholders and creditors involving demerger of 3 MTPA capacity green-field Integrated Steel Plant in Nagarnar,
located 16 km from Jagdalpur, Chhattisgarh. It is strategically located near NMDC's Bailadila mines consisting of
high-grade iron ores. It is connected to Visakhapatnam seaport via rail & road and is around 300 km away from
the capital of Chhattisgarh State, Raipur. Special care and focus have been maintained for making sure that every
possible unit of energy could be saved by utilizing energy-efficient technologies such as Pulverized Coal Injection,
Coke Dry Quenching and Top Recovery Turbine, waste heat recovery options and efficient alternate fuel resources.

1.1 State of Company's Affairs & Performance Highlights

The performance of the Company for the financial year 2024-25 was as under:-

1.2 Other Financial Parameters

2. PHYSICAL PERFORMANCE

2.1 Production

The details of the actual production for the period from 01.04.2024 to 31.03.2025 are given below:

*DCCO - date of commencement of commercial operations

2.2 Product-wise Sales

There have been no change in the nature of business for the year under review.

3.2 Share Capital: The details of the Share Capital
are as follows:

a) Authorized Share Capital

As on 31^st March, 2025, the Authorized share
capital of the Company was ?3,000 crores divided
into 300,00,00,000 equity shares of ? 10/- each.

b) Paid-up Share Capital

As on 31^st March, 2025, the Paid-up Share
Capital of the Company was ?2,930.61
crores divided into 293,06,05,850 equity
shares of ?10/- each.

3.3 Material Changes and Commitments affecting
the financial position of the Company
affecting the financial position of the company
which have occurred between the end of
financial year of the company to which the
financial statements relate and the date of the
report: Nil

3.4 Deposits

During the financial year, the company has not
accepted any deposits falling within the purview of
Section 73 of the Companies Act, 2013 and Rules
made thereunder.

3.5 Non-Convertible Debentures (NCDs)

Pursuant to Order of Ministry of Corporate Affairs
dated 6^th October, 2022 sanctioning the Scheme
of Arrangement for demerger of Iron & Steel Plant
from NMDC Ltd. (Demerged Company) into NMDC
Steel Ltd. (Resulting Company), the Non-Convertible
Debentures (NCDs) amounting to ?523.80 crores
were transferred to the books of NMDC Steel
Ltd. The said NCDs are due for redemption
in August, 2025.

During the year under review, the company did not
issue any further NCDs.

4.0 INTERNAL CONTROL SYSTEMS W.R.T.
FINANCIAL STATEMENTS

Necessary disclosure in respect of Internal Control
Systems and their adequacy has been made
in Annexure-A to the Independent Auditors'

Report dated 27.05.2025 which forms part of
the Annual Report.

5.0 STATUS OF SUBSIDARY, JOINT VENTURE
AND ASSOCIATE COMPANY:

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

6.0

(a) PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013.

Necessary details in this regard have been disclosed
in the financial statements.

(b) PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES
DISCLOSURES

Disclosure on related party transactions forms part
of the Notes to the Financial Statements. Further, the

details of prescribed related party transactions are
also annexed in Form AoC-2 annexed to this Report.

(c) MAINTENANCE OF COST RECORDS

Section 148(1) of the Companies Act, 2013 specifies
the provisions of maintenance of Cost Records of the
company. The company is maintaining such records
as per Rule 4(2) of the Companies (Cost Records and
Audit) Rules 2014 under both regulatory and non¬
regulatory services.

7.0 Environment Management

7.1 Environmental clearances

Your company has obtained the following
Environmental Clearances from the Ministry of
Environment, Forest and Climate Change, New Delhi.

a) Environment Clearance (EC) for 03 MTPA
NSL, Nagarnar granted by MoEFCC, Delhi on
25.09.2009 and same is amended vide dated
05.12.2014 and on 14.08.2018.

b) Environment Clearance for NSL Residential
Complex by SEIAA, Chhattisgarh on 03.12.2018.

7.2 Consent to Establish, Consent to Operate
& Authorization under Hazardous Waste
Management and Biomedical Waste
Management

I. 3 MTPA NSL Plant at Village Nagarnar:-

(a) Consent to Establish (CTE) for 03 MTPA
NSL, Nagarnar granted by CECB, Raipur on
28.08.2010 and same is amended vide letter
No. 5274/TS/CECB/2018 dated 26.09.2018.

(b) Consent to Operate (CTO) for 03 MTPA
NSL, Nagarnar granted by CECB, Raipur
on 13.09.2019 and being renewed further.
The existing CTO is granted and issued
by CECB to NSL on 26.09.2024 vide letter
no. No. 5838 /TS/CECB/2024 and is valid
till 31.08.2025.

(c) Authorization under the Hazardous
and Other Wastes (Management &
Transboundary Movement) Rules, 2016 is
granted and issued by CECB on 04.06.2024
vide Letter No. No. 1818/HSMD/HO/
CECB/2024 and is valid till 02.06.2029.

(d) Authorization under Biomedical Waste
Management Rules 2016 is granted and
issued by CECB on 06.06.2024 vide letter
no. 1890/ BMW /HO /CECB /2024 and is
valid till 16.03.2027.

II. NSL Residential Complex at Village: Chokawada
and Dhanpunji

(a) Consent to Establish (CTE) for NSL
Residential Complex granted by CECB,
Raipur on 12.04.2023 and same is vide
letter No. 160/TS/CECB/2023.

(b) Consent to Operate (CTO) for NSL
Residential Complex granted by CECB,
Raipur on 02.01.2025 vide letter no. 8864/
TS/CECB/2025 and is valid till 08.10.2029.

(c) Authorization under Biomedical Waste
Management Rules 2016 is granted and
issued by CECB to Primary Health Centre,
NSL Residential Complex on 13.09.2024
vide letter no. 1216/HO/BMW/CECB/2024
and is valid till 10.05.2027.

(d) Consent of the Board under Section 25/26
of the Water (Prevention and Control of
Pollution) Act 1974 and under Section 21 of
the Air (Prevention and Control of Pollution)
Act 1981 is granted and issued to NSL
Primary Health Centre on 29.08.2024 vide
letter no. 672/RO/TS/CECB/2024 and is
valid till 07.05.2029.

7.3 Forest clearances

Your Company has obtained the following Forest

Clearances from the Ministry of Environment, Forest

and Climate Change, New Delhi.

(a) Forest clearance for construction of integrated
Steel plant (3 MTPA) at Nagarnar, Tahsil -
Jagdalpur, Distt.-Bastar (CG), Forest land-25.72
Ha on 06.05.2011.

(b) Forest clearance for construction of Railway
Lining for integrated Steel plant (3 MTPA) at
Nagarnar, Tahsil-Jagdalpur, Distt. Bastar (CG),
Forest land-10.763 Ha on 17.05.2010.

(c) Forest clearance for laying of underground water
pipeline from Kolab (Sabri) river near Tiriya to
Nagarnar for integrated Steel plant (3 MTPA) at
Nagarnar, Tahsil-Jagdalpur, District Bastar (CG),
Forest land - 26.136 Ha.

(d) Forest Clearance (Stage-1) for diversion of
9.8 Ha forest land for construction of ITI,
Polytechnic and Other associated infrastructure
granted by MoEFCC, New Delhi on 31.03.2025
vide letter no. FC II/IROCH/22/2023/14137.

7.4 Certified Compliance Report (CCR)

7.5 Environmental Initiatives.

• Coke Dry Quenching - Waste Heat
Recovery Boiler

• High Pressure Liquor Ammonia
Aspiration (HPLA) System

• Hydro Jet Door Cleaners

• Land Based Pushing Emission Control (PEC)

• H₂S recovery

• MBR based Coke Oven ETP

• Top Pressure Recovery Turbine (TRT)
in Blast Furnace

• Coal Dust Injection (CDI) in Blast Furnace

• Cast House & Stock House Dedusting Systems

• Sinter Plant and Blast Furnace Waste
Energy Recovery

• Dog House for BOF Converters

• Use of Continuous Casting Technology

• Thin Slab continuously casting and Rolling

• Zero Liquid Discharge

• Installation of recovery-based Coke Oven
Plant having By-product plant facility for
recovery of various by-products, which is
equipped with sulphur recovery units for
minimizing SO₂ emission.

• In SMS Plan, Basic Oxygen Furnace for waste
gas recovery for use in plant as fuel.

• In the Plant units for emission control purposes,
Multiple Electro-Static Precipitators, Bag Filters,
Dry Fog Dust Suppression Systems, Scrubbers,
cyclone separators along with various allied
machineries are installed.

• Establishment of Effluent Treatment Plant
at all the major plant units having Primary
and Secondary followed by Final UF-RO
Treatment process for recycling of treated
water in respective process units. In addition,
Centralized Zero Liquid Discharge Plant is
installed for treatment of RO reject water
centrally and recycling of the same in plant
process. Cascading use of water is also ensured
through primary to secondary usage for water
conservation purposes.

• Development of green cover in and around
NSL, Nagarnar. Presently, around 135 Ha area
of green belt has already been developed and
it is being carried out to achieve the target of
more than 33% green belt area (~240 h) as per
MoEFCC guidelines. Additionally, plantation
activities are being carried out in the 13
surrounding villages of NSL, Nagarnar.

• For effective implementation and monitoring
of Environment Quality Parameters,

Integrated Management system has been
implemented in NSL plant for ISO 14001
(Environmental Management System) along
with other standards such as ISO 9001 (Quality
Management System), ISO 45001 (Occupation
Health and Safety Management System) and ISO
50001 (Energy Management System).

• Continuous Emission Monitoring System
is installed at all process stacks and data
connectivity to the central server of CPCB/

CECB for real time data monitoring.

8.0 Implementation of Integrity Pact

The Integrity Pact has been adopted in the Company.
Threshold value for cases to be covered under IP
is ?1.00 Crore and above for both materials and
contracts. Hence, all the tenders having estimated
cost ?1.00 crore and above are issued with
Integrity Pact.

9.0 Implementation of Official Language
Policy

• As part of promoting the use of Hindi, Official
Language Fortnight was organized from 14^th to 28^th
September 2024. During this period, several creative
and engaging competitions were conducted for
officers and employees. Winners were recognized
with prizes and certificates.

• Quarterly meetings of the Official Language
Implementation Committee were held regularly. Key
resolutions passed during these meetings included:

? Ensuring bilingual issuance of
official documents.

? Promoting increased usage of Hindi in
correspondence.

? Mandating that replies to letters received in
Hindi be drafted in Hindi.

? Encouraging file notings and
annotations in Hindi.

? Providing Hindi language training (both typing
and writing) to staff.

? Ensuring the availability of Hindi fonts and tools
within the departmental IT infrastructure.

? Motivating employees to perform their day-to¬
day official work in Hindi.

• A monthly Hindi incentive scheme continued to
be in place. Under this, officers and employees
who actively contributed to working in Hindi were
awarded incentive amounts.

• A key publication achievement this year was the
release of the Hindi quarterly magazine "NMDC Steel
Samachar", which featured insightful content and
articles by employees.

• Employees and officers' Hindi articles were
also published in the "Khanij Bharti" magazine,
acknowledging their valuable contributions.

• A Unicode-based multilingual facility was installed
in office computers, and Hindi typing tools were
provided to enhance ease of working in Hindi
across departments.

• For the newly inducted employees, the Human
Resources Department organized orientation and
training programs, emphasizing the importance of
using Hindi in official communication. Senior staff
committed to engaging their teams in implementing
these practices effectively.

• The organization also actively participated in the
half-yearly meetings of the City Official Language
Implementation Committee, Jagdalpur, where
valuable inputs and suggestions were exchanged to
further strengthen the use of Hindi.

• Throughout the year, a series of workshops,
awareness campaigns, and motivational activities
were conducted to support the creative and effective
promotion of Hindi in daily official work.

10.0 Details required to be furnished in terms
of Micro, Small & Medium Enterprises
Development Act, 2006.

The Company has taken following steps to procure
Goods and Services from MSE firms, MSE SC/ ST &
Women Entrepreneurs.

NMDC Steel Limited (NSL) has participated in
exclusive MSE SC/ ST Vendor meets at Jagdalpur
& Hyderabad and informed the vendors about the
requirements of NSL and tendering process being
followed at NSL to encourage their participation.

NSL has also participated in various Vendor meets
organized by Ministry of Micro, Small and Medium
Enterprises in association with FICCI/DICCI. Further

the Company has also organized Vendor meet at Jagdalpur to develop local vendors including MSE Vendors during
August 2024 and explained in detail about the requirements and tendering procedures pertaining to NSL.

Besides this, delegates from some of the MSME Vendor Associations from Chhattisgarh are visiting and interacting
with NSL officials at regular intervals to understand the detailed requirements of NSL. For encouraging MSE firms,
procurements are done through GeM Portal and price preference to MSE firm as per GeM Guidelines are being
followed. During the year 2024-25, NSL has achieved the overall targets of MSE as per Public Procurement Policy.
Details are as follows:

11.0 Manpower

The manpower strength of the Company as on 31.03.2025 was 2,644.

Apart from the above manpower, NSL has awarded various Operation & Maintenance Contracts for
different plant units.

11.1 Particulars of employees drawing

remuneration of ?8.5 lakhs per month or ?1.02
crores per annum under Section 197 of the
Companies Act, 2013 read with Companies
(Appointment and remuneration of Managerial
Personnel) Rules, 2014 as amended.

NIL

11.2 Statement on Prevention of Sexual Harassment
of Women at Workplace

NMDC Steel Limited (NSL) is firmly committed to
ensuring a safe, secure, and respectful workplace
for all employees, with particular emphasis on
upholding the dignity, safety, and well-being of
women employees. The Company strictly adheres
to the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

In compliance with the Act, an Internal Complaints
Committee (ICC) has been duly constituted at NSL.
The ICC is empowered to receive, investigate, and
redress complaints related to sexual harassment in a
timely, confidential, and impartial manner.

To foster awareness and sensitization among
employees, NSL has conducted workshops
and awareness programs during the year.

These initiatives aim to educate employees
about appropriate workplace behavior, rights,
responsibilities, and available redressal mechanisms.

Status of Complaints during the Financial Year
2024-25:

• Number of complaints of sexual harassment
received during the year: 1

• Number of complaints of sexual harassment
disposed of during the year: 1

• Number of cases pending for more than 90
days: Not Applicable

NMDC Steel Limited remains steadfast in its
commitment to fostering a work culture that is free
from harassment, promotes gender equity, and
upholds the highest standards of ethics, dignity, and
mutual respect.

11.3 Statement on compliance with the Maternity
Benefit Act, 1961

NMDC Steel Limited is dedicated to safeguarding
the rights and welfare of women employees in
accordance with the provisions of the Maternity
Benefit Act, 1961 and its subsequent amendments.
During the financial year, NSL has maintained full
compliance with all statutory provisions of the
Maternity Benefit Act. Awareness sessions and
internal communications were also conducted to
inform employees of their entitlements under the Act.

The Company ensures that all eligible women
employees are provided with statutory maternity
benefits, including paid maternity leave, nursing
breaks, and protection against dismissal during
maternity leave, as mandated under the Act.

Furthermore, the Company has provided suitable
facilities and created a supportive and inclusive
work environment to ensure the health, dignity,
and well-being of women employees during and
after maternity. NMDC Steel Limited reaffirms its
commitment to promoting gender equity, supporting
work-life balance, and maintaining a family-friendly
workplace for all employees.

12.0 Human Resources Development

At NMDC Steel Limited, we believe that considering
a value-driven approach when developing business
strategies can be vital to long-term success. We
continuously adapt, innovate, and stay ahead of
the competitor from new digital technologies to
innovations in the market. We believe to foster
a culture of continuous learning and knowledge
creation at all levels. We recognize the importance
of adapting to change, acquiring new knowledge,
and leveraging insights to improve performance
and achieve strategic objective. Towards 2024-25
learning and development initiatives are aligned
with our business goals and NMDC Steel Limited
has commissioned its Plants and commenced steel
manufacturing. In the midst of the busy schedule,
NSL took initiative to strengthen its Employees
knowledge and skill by imparting suitable technical
training along with necessary Safety awareness
programmes to all the Employees and contractually
engaged persons.

Training Programmes (In House/External)

NSL HRD has organized In-House training
Programmes in Technical areas:

1. Process Fans to cover various aspects to get
optimum benefit.

2. Basic Industrial Hydraulic Training.

3. Training on hydraulic tools.

4. Study of Hydraulic Circuit Diagram of LRF, TSC-
HSM and Steel Melting Shop.

5. Training on Hydraulic Circuit of Pusher
car of Coke Oven.

6. Training on EOT crane electrical connection.

7. Circuit Diagram of Fuzzy Hierarchical
Inference (FHI) in HSM.

8. SIEMENS Variable Frequency Drives training.

9. Technical Presentations by Chapter Convention
on Quality Circle.

10. Technical training on Field Machinery division.

11. Electrical Training on ABB drives.

12. DC Brakes Training Program.

13. Workshop on Efficient Boiler Operation conduct
by National Productivity Council (NPC).

Safety Awareness Programme such as:

1. Safety Refresher Training on
regular weekly basis.

2. General safety, Loco safety and Electrical Safety.

3. Gas Safety Awareness by Department
Safety Officer.

Integrated Management Systems Trainings

programmes as:

1. Two Session of Internal Auditor
Guidance Meeting.

2. Workshop on Quality Circle, Energy
and Safety Circle.

3. Presentation for Chapter Convention on Quality
Circle by QCFI, Bhilai.

General Awareness Training:

1. Training on Provident fund and pension related
training "Nidhi Aap ke Nikat" by Regional PF
Commissioner's Office Raipur.

2. Training on Environment related issue and Quiz
Competition by NSL Environment Department.

3. Workshop on GST.

4. Workshop on Contractor labour
payment/labour laws.

5. Workshop on Conduct rules
under NSL CDA rules.

6. Training on Indian Contract, Act 1872 and
Specific Relief Act, 1963. Arbitration and
Conciliation, Act 1996 and ADR (Alternate
Dispute Resolution). Contract Labour (Regulation
& Abolition Act), 1970.

7. Sexual Harassment of Women at Work Place
(Prevention, Prohibition & Redressal Act, 2013);

8. Reservation Policy for SC/ST, OBC, Ex
Servicemen, PWD and EWS in Central Pubic
Sector Enterprise.

Functional Training:

1. Standard Bidding Documents (SBD), Delegation
of Powers (DOP), Standard Operating
Procedures (SOP) and all relevant topics of
Contracts Management (Under Capacity
Building programme of Vigilance department).

2. Session on Cyber Hygiene and Security.

3. Systems & Procedures of the Security by
TQM department.

4. Procurement - Goods, Works & Services.

5. General Lacunas need to overcome in
Contractual Management.

6. Energy Management of Energy Conversation.

7. Enterprise Resource Planning (ERP).

NMDC Steel Limited has taken initiatives to impart
training programmes and conduct workshops on,
Culture Building and Happiness, to the Executives
and their family members.

For the construction of Steel plant, the land was
acquired from the local persons and such displaced
persons have been given employment as per Land
Acquisition, Rehabilitation and Rearrangement Act
2013. In order to make these land displaced persons
suitable for Steel plant operations, the Company
has entered into an MoU with Directorate General of
Training (DGT) to impart ITI training under FlexiMoU
Scheme which is equal to the ITI. Under Flexi MoU,
six trades have been identified to impart the ITI
training. They are Fitter, Electrician, Welder, Crane
Operator, Computer Operator and Programming
Assistant and Heavy earth Moving Machinery.

Employees have attended Theory classes, Practical
Training and on-the-job Training in the Company
as per Syllabus prescribed and approved by DGT
(Directorate General of Training, Delhi).

• Under this Scheme, 2^nd batch of 95 NSL
Employees have undergone Welder and Crane
Operator Trades ITI Training and 52 employees
have successfully cleared examination
conducted by DGT in June 2024.

• 3^rd batch of 67 NSL Employees are undergoing
ITI Training on Fitter and Electrician Trades
from December 2024.

Pre Employment Training:

NSL HRD has organized pre-employment training to
NMDC Land displaced persons and who will undergo
six months Pre-Employment Training which includes
two months class room training in NSL Training Centre.

During the two months, Steel Plant Process and
its operation along with process flow training
will be imparted.

In order to provide skill development training to the
land displaced persons training will be imparted at
local Government ITI during balance 4 months. NSL
will enter into MoU with Government ITI, Jagdalpur
to impart training in various trades such as Fitter,
Electrician, COPA, Welder, Motor Mechanic Vehicle
(MMV), Steno and Driver cum Mechanic (DCM).

13.0 Vigilance

The Vigilance Department of NMDC Steel Limited has
played an important role in enhancing transparency
and efficiency. This has been achieved through the
implementation of preventive vigilance measures
and suggesting system improvements. Key activities
during the period undertaken includes:

1. Preventive Checks: A total of 84 preventive
checks were conducted during the fiscal
year, encompassing:

• File Studies-20 Nos.

• Surprise Inspections-24 Nos.

• Regular Inspections-33 Nos.

• Audit Paras-4 Nos.

• CTEs-3 Nos.

2. Complaint Handling: NMDC Steel Limited
received 49 complaints between April 2024
and March 2025, all of which are addressed in
accordance with CVC guidelines.

3. Training Programs: The Vigilance Department
suggested and facilitated training sessions
organized by the Human Resources Department,
covering various critical areas:

• SBD, DOP, SOP, and Contract Management

• Cyber Hygiene and Security

• Procurement of Goods

• Conduct Rules, System Improvements

4. Integrity Pact: To ensure transparency and
ethical practices, all procurements of goods,
services, and works with an estimated value of
?1 crore or more are covered under the Integrity
Pact framework.

5. Quarterly Review Meetings: Regular quarterly
review meetings were held to evaluate the
progress of vigilance activities, address pending
issues, and plan the way forward. These
meetings also facilitated knowledge-sharing
among vigilance officers.

6. E-Platform Initiatives: The Vigilance Department
promoted the use of e-procurement platforms
for tendering and encouraged the increased
adoption of the GeM portal to enhance
transparency and efficiency.

7. Vigilance Awareness Week: CVC has issued
Circular no. 08/08/24 Dated: 01.08.2024
regarding observance of Vigilance awareness
week 2024, campaign period from 16.08.2024
to 15.11.2024.

During the campaign period, Training programmes for
employees and other Preventive Vigilance outreach
activities were conducted like skits, slogan writing,
drawing, essay writing, interactive sessions with
large participation from school and college students
for creating awareness about vigilance.

NMDC Steel Limited has also observed Vigilance
Awareness week 2024 from 28^th October 2024 to
3^rd November 2024 with enthusiasm, supported with
active participation of employees in competitions
cum awareness activities focused on the theme
"Culture of Integrity for Nation's Prosperity”.

On the Inaugural day of Vigilance Awareness week
2024, Integrity Pledge was administered to the
employees of the Company. Hyperlink for taking
e-pledge was also shared to all employees using
email/whatsapp platform.

Apart from the above day-wise activities, theme of
vigilance awareness week was also propagated by
other modes such as display of banners & posters at
prominent locations and through social media. All the
winners/ participants of various activities/ competitions
were felicitated during the Valedictory Function held on
the concluding day of Vigilance Awareness week.

14.0 DIRECTORS' RESPONSIBILITY
STATEMENT

Pursuant to Section 134(5) of the Act, the Board
of Directors, to the best of its knowledge and
ability, confirm that:

i) in the preparation of the annual accounts, the
applicable accounting standards have been
followed and there are no material departures;

ii) they have 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 of the Company for that period;

iii) they have 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 irregularities;

iv) they have prepared the annual accounts on a
going concern basis;

v) they have laid down internal financial controls to be followed by the Company and such internal financial
controls are adequate and operating effectively;

vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including
the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed
by management, the Board is of the opinion that the Company's internal financial controls were adequate and
effective during FY 2024-25.

15.0 DECLARATION ON MEETING THE CRITERIA OF INDEPENDENCE AS PER THE COMPANIES
ACT, 2013 AND SEBI (LODR) REGULATIONS, 2015 AND SEPARATE MEETING OF
INDEPENDENT DIRECTORS.

There were no Independent Directors on the Board of the company during the financial year ended 31.03.2025.
Being a Government Company, the power of appointment of Directors on the Board vests with the controlling
ministry i.e. Ministry of Steel, Govt. of India. Accordingly, no such declaration was required to be obtained.

Separate meeting of Independent Directors also could not be convened.

16.0 CHANGES IN THE BOARD OF DIRECTORS AND KMPs.

The following changes had occurred in the Board of Directors during the financial year 2024-25:-

17.0 DIRECTORS & KMPs REMUNERATION:

NMDC Steel Ltd., being a Government Company,
the terms and conditions of appointment and
remuneration of Functional Directors are determined
by the Government through its administrative Ministry,
Ministry of Steel. However, since the Functional
Directors of NMDC Ltd. are also acting as Functional
Directors of NMDC Steel Ltd. on co-terminus basis

in terms of Order received from Ministry of Steel,
Government of India, therefore none of the Functional
Directors draw any remuneration from the Company
neither in capacity of Director or KMP. Further, Non¬
executive Part-time Official Directors also do not draw
any remuneration. Further, no remuneration was paid
to KMP during the financial year 2024-25.

180 NON CONSTITUTION OF STATUTORY
COMMITTEES

ln terms of Section 2(45) of the Companies
Act, 2013, NMDC Steel Limited is a Government
Company and pursuant to the Article 73 and 74 of
Articles of Association of the Company, the power
of appointment of Directors on the Board of the
Company vests with the Hon'ble President of India
acting through Administrative Ministry i.e. Ministry of
Steel, Government of India. As on 31.03.2025, there
were 6 (six) Directors on the Board of the comprising
of 5 (five) Functional Directors including CMD and
1 (one) Government Nominee Director. However,
there were no Independent Directors on the Board
of the company.

Therefore, the Company is not in a position to
constitute the Audit Committee, Nomination &
Remuneration Committee, Risk Management
Committee, CSR Committee and Stakeholders'
Relationship Committee. Accordingly, no meetings
of the Board-level Committees could be held during
the period under review. The same were disclosed
to the Stock Exchanges while listing the shares of
the company and also while seeking exemption from
SEBI under Rule 19(2)(b) of the Securities Contracts
(Regulation) Rules, 1957.

The Company is in constant communication with the
controlling Ministry i.e. Ministry of Steel, Govt. of
India requesting them to appoint requisite number of

Independent Directors including Woman Independent
Director on the Board of the Company to enable the
company to fulfil the requirements of the SEBI LODR
Regulations, 2015 and Companies Act, 2013.

19.0 NUMBER OF BOARD MEETINGS HELD

During the year under review, 8 (eight) meetings of
the Board were held. For further details, reference
may kindly be made to Corporate Governance
Section of the Annual Report.

20.0 AUDITORS

a. Statutory Auditors

On the advice of the Comptroller and Auditor General
of India, New Delhi, your Company appointed the
following firm of Chartered Accountants as Statutory
Auditors of the Company for the year 2024-25:

M/s. Sharad & Associates

Chartered Accountants

6-3-1099/1/6, 1^st Floor, Hotel Katriya Lane,

Somajiguda,

Hyderabad, Telangana - 500082.

b. Cost Auditors

M/s B Mukhopadhyay & Co.

Cost Accountants

B 20, Amarabati, Sodepur Kolkata - 700 110.

c. Secretarial Auditors

M/s B R Agrawal & Associates

Company Secretaries

C/o Goyal Enterprises, Opp. Hotel Simran,

Civil Station Road, Raipur, Chhattisgarh - 492 009.

21.0 IMPLEMENTATION OF RIGHT TO INFORMATION ACT, 2005

The number of RTI queries received and disposed during the financial year 2024-25 is as under:

220 DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING
THE GOING CONCERN STATUS AND
COMPANY'S OPERATION IN FUTURE - NIL

23.0 VIGIL MECHANISM

The Board of Directors have established 'Whistle
Blower Policy' and 'Code of Conduct' for the Directors
& employees of the Company as required under the
provisions of Section 177 of the Companies Act, 2013
read with Rule 7 of the Companies (Meetings of the
Board and its Powers) Rules, 2014 and Regulation
22 of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The said policy has been properly communicated
to all the Directors and employees of the Company
through the respective departmental heads and the
new employees are being informed about the Whistle
Blower Policy at the time of their joining and also
placed on the website of the Company.

240 DETAILS IN RESPECT OF FRAUDS
REPORTED BY AUDITORS UNDER
SECTION 143(12) OTHER THAN WHICH
ARE REPORTABLE TO CENTRAL GOVT -

NIL

25.0 FORMAL ANNUAL EVALUATION OF
BOARD, COMMITTEES AND INDIVIDUAL
DIRECTORS.

In terms of Order of Ministry of Steel, Govt. of India,
the CMD, Functional Directors and Government
Nominee Directors of NMDC Ltd. are the CMD,
Functional Directors and Government Nominee
Directors respectively, of NMDC Steel Ltd., on
co-terminus basis.

Further, in terms of Notification dated 5^th June, 2015
issued by Ministry of Corporate Affairs, Govt. of
India, Government Companies have been exempted
from applicability of some of the provisions /sections
of the Companies Act, 2013 inter alia Sub-sections
(2), (3) & (4) of Section 178 regarding appointment,
performance evaluation and remuneration.

260 DEVELOPMENT OF INFORMATION
TECHNOLOGY

In the process of continuous improvement in the
journey of digitization and innovative activities NMDC
Steel Limited has made the following developments:

• Mobile dashboard application has been
developed to view real time status of Blast
Furnace. The Furnace status can be viewed by
the Technical team for taking necessary action
for improving production.

• CCTV surveillance system: The CCTV
surveillance system has been installed in
different parts of the Plant including the Pig Iron
Loading area and Steel Loading Platform. CCTV
surveillance system has also been installed at
Central Plant Store to ensure safety and security
of high value items stored in the plant.

• Facial Recognition system: The Facial
Recognition system has been implemented
for the contract labours and employees of the
package contractors which enables automated
recording of the attendance of contract labours.

• Separate internet leased line (other than the
existing internet source) has been taken &
server and required software facilities were
created for hosting of new corporate website.

270 ERP IMPLEMENTATION, DIGITALIZATION
AND IT INFRASTRUCTURE

In the process of digitalization, all modules of SAP,
including Production planning / Sales and Distribution
/ Plant Maintenance / Material Management / Quality
Management / SRM have successfully gone live from
the very first day of operation.

Subsequently, all Production, Maintenance, Purchase,
Dispatch and Accounting activities are conducted
in SAP in real time for ensuring proper visibility and
accountability. To enhance the efficiency and smooth
operation of SAP, the NSL ERP Team is collaborating
with various stakeholders to gather additional inputs
for custom reports and developments.

In the process of continuous improvement in the
journey of digitization and innovative activities,

NMDC Steel Limited has made functional the
following developments:

• Implementation of Inbound Gate
entry though ERP.

• Implementation of FLM for ease for file
processing though ERP.

• Pricing for Steel with variant configurations.

Furthermore, the NSL ERP team has identified
opportunities for integrating Level-II systems,
implementation of Customer relationship
Management, implementation of Vendor Invoice
Management System, Integration of Coil Yard
Management System with ERP and Integration
of GeM Portal with SAP, which will facilitate the
automation of business processes in real time.

Further, it is also planned to implement "Vehicle
Tracking System” to track movement of commercial
vehicles inside the Plant boundary.

28.0 TRANSFER OF UNPAID & UNCLAIMED
DIVIDEND & SHARES TO INVESTOR
EDUCATION AND PROTECTION FUND

During the financial year, the company was not
required to transfer any unpaid & unclaimed
dividend & shares to the Investor Education and
Protection Fund.

29.0 ANNUAL RETURN:

In accordance with the Companies Act, 2013, Annual
return in the prescribed format is available at www.
nmdcsteel.nmdc.co.in.

30.0 OTHER DISCLOSURES

i. The Company has a framework for identification
and mitigation of risks arising from the business.
The Directors and Senior management assess
the various risk parameters while evaluating
each proposal and take decisions while
balancing the risks. The detailed risk and
concerns are mentioned in the Management
Discussion and Analysis Report forming

a part of this report. During the financial
year, the Company has formulated the
Foreign Exchange Hedging Policy to mitigate
the currency risks and provide adequate
hedge against forex exposures. Further, the
Company is in the process of developing a risk
management framework.

ii. During the year, no application was made and no
proceeding is pending under the Insolvency and
Bankruptcy Code, 2016.

iii. There was no requirement for getting valuation
done and therefore, reporting for the same is
not applicable.

31.0 DISCLOSURE ON SECRETARIAL
STANDARDS

The Directors have devised proper systems to ensure
compliance with the provisions of all applicable
Secretarial Standards and that such systems are
adequate and operating effectively.

32.0 ANNUAL EVALUATION OF THE BOARD
PERFORMANCE

NMDC Steel Ltd., being a Government Company,
the terms and conditions of appointment and
remuneration of Functional Directors are determined
by the Government of India through its Administrative
Ministry, Ministry of Steel.

In terms of notification dated 5^th June, 2015 and
13^th June, 2017 issued by Ministry of Corporate
Affairs, Govt. of India, Government Companies have
been exempted from applicability of some of the
provisions / sections of the Companies Act, 2013
inter alia Sub-sections (2),(3) & (4) of Section 178
regarding appointment, performance evaluation
and remuneration.

33.0 INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal
& financial controls with reference to financial
statements. During the year, such controls were
tested and no reportable material weakness in the
design or operations were observed.

34.0 MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

Pursuant to provisions of Regulation 34 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations 2015, a separate management discussion
and analysis report which forms an integral part of
this Report is given as Annexure-l.

35.0 CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO
UNDER COMPANIES (ACCOUNTS) RULES,

2014 - Annexure-II

36.0 CORPORATE GOVERNANCE REPORT

Pursuant to provisions of Regulation 34 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations 2015, a separate section on corporate
governance practices followed by the Company is
enclosed at Annexure-III.

Certificate of non disqualification of Directors from
Practicing Company Secretary and certificate from
CEO under Regulation 17 of SEBI (LODR) Regulations,

2015 are forming an integral part of this Report as
Annexure-III(A) and III(B) respectively. Further,
the certificate from Practicing Company Secretary
confirming compliance of conditions of Corporate
Governance is enclosed at Annexure-III(C).

370 BUSINESS REPONSIBILITY AND
SUSTAINABILITY REPORT

The 'Business Responsibility and Sustainability
Report' (BRSR) of your Company for the year 2024¬
25 forms part of this Annual Report as required under
Regulation 34(2)(f) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
is given as Annexure-IV. Your Company strongly
believes that sustainable and inclusive growth
is possible by using the levers of environmental
and social responsibility while setting targets and
improving economic performance to ensure business
continuity and rapid growth.

380 CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to provisions of section 135(1) of the Companies Act, 2013 every Company having net worth of ?500 crore
or more, or turnover of ?1,000 crore or more, or net profit of ?5 crore or more in the immediately preceding financial
year are required to constitute CSR Committee comprising of at least one Independent Director. However, in the
absence of Independent Directors on the Board, the said Committee could not be constituted.

Further, the Company was not required to spend any amount on Corporate Social Responsibility (CSR) initiatives,
since the Company incurred a loss during the financial year 2024-25.

39.0

(a) STATUTORY AUDITORS' REPORT

The Auditors' Report on Financial Statements for the financial year 2024-25 is unmodified and does not contain any
qualification, reservation or adverse remark.

(b) COMMENTS OF C&AG ON FINANCIAL STATEMENTS

Comptroller & Auditor General of India (C&AG) vide letter dated 30.07.2025 have given Nil comments on the
financial statements of the Company for the financial year ended 31.03.2025 under Section 143(6)(b) of the
Companies Act, 2013.

(c) SECRETARIAL AUDIT REPORT

The Secretarial Audit for the financial year 2024-25 has been conducted by M/s B R Agrawal & Associates,
Company Secretaries. A copy of their Report dated 19^th June 2025 is at Annexure - V and the Management's reply
to the observations of the Secretarial Auditors are as follows:

40.0 STATEMENT CONTAINING SALIENT
FEATURES OF THE FINANCIAL
STATEMENT / HIGHLIGHTS OF
PERFORMANCE OF SUBSIDIARIES

/ ASSOCIATE COMPANIES / JOINT
VENTURES (FORM AOC-1):

The Company does not have any subsidiary, joint
venture or associate company, so statement
containing salient features of financial statements of
performance of Subsidiaries / Associate Companies
/ Joint Ventures (Form AoC-1), is not applicable
to the Company.

41.0 DISCLOSURE OF RELATED PARTY
TRANSACTIONS IN FORM AOC-2
IN TERMS OF PROVISIONS OF THE
COMPANIES ACT, 2013 IS ENCLOSED AT
ANNEXURE-VI.

42.0 ACKNOWLEDGEMENT:

Your Directors acknowledge the support, cooperation
and guidance received from the Ministry of Steel,
Ministry of Environment, Forest and Climate
Change and other Departments of Government of

India and the State Government of Chhattisgarh
for their support and cooperation. The Board also
acknowledges the assistance, support and valuable
guidance given to the Company by NMDC Limited
and its Management.

Your Directors would also like to place on record
sincere gratitude towards the shareholders, Bankers/
Lenders, Investors, Vendors, Auditors, Consultants,
State and Central Government authorities and
other stakeholders of the Company. The Board also
whole-heartedly acknowledges and appreciates the
dedicated efforts and commitment of all employees
of the Company.

For and on behalf of the Board
For NMDC Steel Limited

-Wj-,

(Amitava Mukherjee)

Place : Hyderabad Chairman & Managing Director

Date : 30.07.2025 DIN : 08265207