Your Company's Directors are pleased to present the 51st Annual Report of the Company together with the Statement of Audited Accounts for the financial year ended 31st March, 2024.

FINANCIAL RESULTS

(Rs. in Lacs)

REVIEW OF OPERATIONS

The Company recorded total income of Rs.431.86 crores as compared to Rs.490.05 crores in the previous year. The Company achieved a Profit after Tax for the year of Rs.2.97 crores as against Rs.1.38 crores in the previous year.

DIVIDEND

The Directors do not recommend any dividend for the financial year ended March 31, 2024.

Pursuant to Regulation 43(A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company does not fall under top 1000 Listed Companies by market capitalization as on 31st March, 2024 and hence the requirement for adopting the Dividend Distribution Policy is not applicable to the Company.

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profit for the financial year 2023-24 in the Statement of Profit and Loss.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION

There are no material changes and commitments affecting the financial position and business operations of the Company for the financial year ended 31st March, 2024 to the date of signing of the Directors' Report.

SHARE CAPITAL

The paid-up Equity Share Capital of your Company as on March 31,2024 stood at Rs.19.08 crores comprising of 1,90,78,329 equity shares of Rs.10/- each. The Company has not issued shares with differential voting rights/Bonus Shares nor has granted stock options/sweat equity and has not bought back any of its securities during the year under review.

FIXED DEPOSITS

The Company does not have 'Deposits' as contemplated under Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Further, the Company has not invited or accepted any such deposit during the financial year ended 31st March, 2024.

CREDIT RATING

The Rating Agency, India Ratings and Research (Ind-Ra) vide its letter dtd. 04.09.2023 has assigned the ratings of various credit facilities of the Company as stated below:

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that:

a) in preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) 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 as at March 31, 2024 and of the profit of the Company for the year ended on that date;

c) 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;

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

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

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

CORPORATE GOVERNANCE AND MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

The Company has complied with the Corporate Governance requirements under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A report on Corporate Governance together with the certificate of the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated in Regulation 34(3) read with Schedule V of SEBI LODR, 2015 is annexed thereto as integral part of this report.

Pursuant to Regulation 34 (2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), the Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of corporate social responsibility as prescribed under Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 as amended from time to time are not applicable to your Company. There was no CSR obligation for the Company for the financial year 2023-24. The Annual Reporting on CSR under Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014 is currently not applicable to the Company.

Pursuant to the provisions of sub-section (9) of Section 135, the functions of CSR committee, if any, shall be duly discharged by the Board of Directors of the Company. The Board has formulated a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company. The CSR Policy may be accessed on the Company's website at http://panchmahalsteel.co.in/policies/Corporate-Social-Responsibility-Policy.pdf.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Your Company has not directly or indirectly:

a) given any loan to any person or other body corporate other than usual advances envisaged in a contract of supply of materials if any,

b) given any guarantee or provide security in connection with a loan to any other body corporate or person; and

c) acquired by way of subscription purchase or otherwise, the securities of any other body corporate exceeding sixty percent, of its paid-up share capital, free reserve and securities premium account or one hundred percent of its free reserves and securities premium account whichever is more.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. The Policy can be accessed on the Company's website at http://panchmahalsteel.co.in/ policies/Related-Party-Transaction-Policy.pdf.

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arm's length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm's length basis. There were no materially significant related party transactions with the Company's promoters, directors, management or their relatives, which could have had a potential conflict with the interests of the Company at large or which is required to be reported The Company did not have any contracts or arrangements with related parties in terms of Section 188(1) of the Companies Act, 2013.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY2023-24 and hence does not form part of this report. Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes forming part of the financial statements of the Company for the year ended 31st March, 2024.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment / Re-appointments

At the 50th Annual General Meeting of the Company held on September 25, 2023, the shareholders of the Company approved the re-appointment of Mr. Ashok R. Malhotra as Chairman & Managing Director of the Company for a period of 3 years w.e.f. April 01, 2024.

Mr. Samir M. Parikh is re-appointed as Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of 5 (five) consecutive years on the Board of the Company with effect from February 4, 2024, till February 3, 2029, and his re-appointment is approved by the Shareholders vide Special Resolution passed through Postal Ballot Notice dated February 3, 2024.

Based on recommendation of NRC and in accordance with provisions of the Act and Listing Regulations, Mr. Swapon Lalitmohan Adhikari (DIN: 07135873) & Mr. Jaswantkumar Jain (DIN: 10719368) are appointed as an Additional Directors (Independent) of the Company by the Board of Directors on August 12, 2024, for a term of 5 years commencing from August 12, upto August 11, 2029, subject to the approval of Members. The resolutions seeking members' approval for their appointment forms part of the Notice.

In terms of the provisions of Section 152(6) of the Companies Act, 2013 and Rules made thereunder, Mr. Ashok R. Malhotra (DIN: 00120198), Chairman & Managing Director of the Company, retires at the ensuing AGM and being eligible, seeks re-appointment. The members are requested to consider and approve his re-appointment.

Declaration by Independent Directors

The Company has received the necessary declarations/confirmations from each Independent Director under Section 149(6) and 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations, that they meet the criteria of independence laid down thereunder. The independent directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 as amended, relating to inclusion of their name in the data bank of Independent Directors.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of Board Committees viz. Audit Committee, Nomination & Remuneration Committee & Stakeholders' Relationship Committee. The details of Board evaluation process have been provided under the Corporate Governance Report.

Familiarization Programme for Independent Directors

All Independent Directors are familiarized with the Company, their roles, rights and responsibilities, nature of the industry and operations of your Company. The Independent Directors were regularly updated on the industry and market trends, plant processes and the operational performance of the Company through presentations.

In compliance with the requirements of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has put in place a familiarization program for Independent Directors. The details of familiarization programs are explained in the Corporate Governance Report.

Nomination & Remuneration Policy

The Company's policy for appointment of Directors, Key Management Personnel and Senior Management employees and their remuneration and other matters provided in Section 178(3) of the Act is available on the website of the Company at http://panchmahalsteel.co.in/policies/Remuneration-Policy-for-Directors-KMP-and-other-Employees.pdf. The details of Nomination & Remuneration Policy form part of the Corporate Governance Report of this Annual Report.

Number of Meetings of the Board and its committees

During the year under review, 4 (four) meetings of the Board of Directors of the Company were convened and held. The detailed information on the meeting of the Board and its various Meetings are included in the Corporate Governance Report forming part of this report. The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Committees of the Board

The Board of Directors has the following Committees:

1. Audit Committee

2. Remuneration and Nomination Committee

3. Stakeholders' Relationship Committee

The details of the Committees along with their composition, number of meetings held and attendance at the meetings are provided in the Corporate Governance Report.

Key Management Personnel

Pursuant to the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with Rules framed thereunder, the following persons have been designated as Key Management Personnel of the Company:

1. Mr. Ashok Malhotra, Chairman & Managing Director

2. Mr. Nilesh Shah, Chief Financial Officer

3. Mr. Deepak Nagar, GM (Legal) & Company Secretary.

During the year under review, Mr. Ashok Malhotra is re-appointed as Chairman and Managing Director of the Company, liable to retire by rotation, for a period of 3 (Three) years w.e.f. April 01, 2024 and his remuneration and appointment is approved by the Shareholders vide Special Resolution passed at the 50th AGM held on 25.09.2023.

AUDITORS AND AUDITORS' REPORT

Statutory Auditors

In terms of provisions of the Companies Act, 2013, at the 46th Annual General Meeting (28.09.2019) of the Company, M/s CNK & Associates LLP, Chartered Accountants (Firm Registration No. 101961W/W-100036), Vadodara, were appointed as statutory auditors of the Company to hold the office from the conclusion of the 46th Annual General Meeting till the conclusion of 51st Annual General Meeting to be held in the year 2024. They have given their consent for re-appointment as the Statutory Auditors for the second term of five years. They are holding a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Members are requested to approve their appointment as the Auditors of the Company and to fix their remuneration as recommended by the Board, pursuant to Section 139 of the Companies Act, 2013. The Statutory Auditors have confirmed that they satisfy the criteria of independence, as required under the provisions of the Companies Act, 2013.

The Notes on Financial Statements referred to in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation, adverse remark, or disclaimer.

Internal Auditors

M/s Keyur Patel & Co., Chartered Accountants, Vadodara, has carried out the Internal Audit of the Company for the financial year 2023-24. On the recommendation of the Audit Committee, the Board has re-appointed them as Internal Auditors of the Company to carry out the internal audit of various operational areas of the Company for the financial year 2024-25.

Cost Auditors

The Company is required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and accordingly such accounts and records are made and maintained by the Company.

M/s. Kiran J. Mehta & Co., Cost Accountants, (FRN: 000025) Ahmedabad, the Cost Auditors of the Company have carried out the audit of cost records for steel Plant of the Company during the year.

The Board after considering the recommendations of its Audit Committee, re-appointed the aforesaid firm as cost auditors for the financial year 2024-25. As required under the Companies Act, 2013, a resolution seeking members' approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification.

The Cost Audit Report for the financial year ended 31st March, 2023 was filed with the Ministry of Corporate Affairs on 23rd August, 2023.

Secretarial Auditor

Your Board has appointed Mr. Niraj Trivedi, Practicing Company Secretary, Vadodara, as Secretarial Auditor of the Company for the financial year 2024-25.

The Secretarial Audit Report as issued by the Secretarial Auditor in Form No. MR-3 for the financial year 2023-24 is annexed herewith as "Annexure-A" and forms integral part of this Annual Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India during the year.

Reporting of Fraud

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act, details of which need to be mentioned in this Report.

ANNUAL RETURN

As required under Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Company's website at http://panchmahalsteel.co.in/disclosures.html#0.

AUDIT COMMITTEE

During the year, the Board has accepted all recommendations of Audit Committee and accordingly no disclosure is required to be made in respect of non-acceptance of the recommendation of the Audit Committee by the Board. The composition of Audit Committee and other details are given in the Corporate Governance Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company at http://panchmahalsteel.co.in/policies/Whistle-Blower-Policy.pdf.

RISK MANAGEMENT POLICY

The Company has a Risk Management Policy to ensure appropriate risk management within its systems and culture. The Board of Directors and the Audit Committee of the Company periodically reviews the Risk Management Policy of the Company. The provisions of Regulation 21 of SEBI (LODR) Regulations, 2015 relating to Risk Management Committee are not applicable to the Company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of the audit activity is broadly guided by the annual audit plan approved by the top management and audit committee. The Internal Auditors routinely test these systems and significant audit observations, if any, and follow up actions thereon are reported to the Audit Committee.

The Company has in place adequate internal financial controls with reference to financial statements. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure-B" to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Appointment and Remuneration of Managerial Personnel) Amendments Rules, 2016, as amended from time to time, in respect of Directors / employees of the Company is set out in "Annexure-C" to this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators /Courts which would impact the going concern status of the Company and its future operations.

SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANY

Honeyvick Enterprises Private Limited continues to be a holding company, holding 55.36% Equity Share Capital (55.12% as at 31.03.2024) of the Company. The Company neither has any subsidiary/ associate/joint venture company nor any other company has become subsidiary/ associate/ joint venture company of the Company during the year.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has in place an Anti-Sexual Harassment Policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

During the year under review, the Company has not received any complaint on sexual harassment and hence no complaints remain pending as of March 31, 2024.

OTHER DISCLOSURES

There was no change in the nature of business of the Company as stipulated under sub-rule 5(ii) of Rule 8 of Companies (Accounts) Rules, 2014.

There is no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the financial year 2023-24.

There was no instance of one-time settlement with any Bank or Financial Institution.

Regulation 34(2)(f) of SEBI (LODR) Regulations, 2015 with regard to Business Responsibility and Sustainability Report is not appliable to the Company.

APPRECIATION

Your Directors thank the Banks, Central and State Government Authorities, Shareholders, Customers, Suppliers and other business associates for their co-operation and support to the Company. The Directors express their sincere appreciation for the dedication and commitment of all its employees.

For and on behalf of the Board of Directors

Sd/-

Place : Vadodara Ashok Malhotra

Date : 12th August, 2024 Chairman & Managing Director

DIN : 00120198