Directors Report of NMDC Steel Ltd.

Mar 31, 2025

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:-

Sl.	Particulars	Amount
No.		(? in crore)
A.	Income
1.	Sale of HR Coils	6,528.30
2.	Other Sales	1,974.75
3.	Revenue from Operations	8,503.05
4.	Other Income	71.51
5.	Total Income	8,574.56
B.	Expenditure
1.	Cost of materials consumed	7,256.45
2.	Employee benefit expense	94.88
3.	Finance cost	651.94
4.	Depreciation and amortization expense	953.04
5.	Other expenses	2,659.34
6.	Total	11,615.65
7.	Changes in inventories of finished goods and work-in progress	280.63
8.	Total Expenditure	11,896.28
C.	Profit / Loss Before Tax (PBT)	(3,321.72)
D.	Taxes	(947.94)
E.	Profit/Loss after Tax	(2,373.78)

1.2 Other Financial Parameters

Sl. „ . , .. Particulars No.	Amount (? in crore)
	As on 31.03.2025	As on 31.03.2024
1 Total Borrowings	5,897.64	6,651.77
2 Short Term Borrowings	2,608.33	2,390.76
3 Long Term Borrowings	3,289.31	4,261.02
4 Total Equity / Net worth	13,114.48	15,488.26
5 Current Assets	5,850.87	7,056.59
6 Current Liabilities	9,903.32	7,106.38

Sl.	Particulars	Amount (? in crore)
No.		As on 31.03.2025	As on 31.03.2024
7	Working Capital	(4,052.45)	(49.78)
8	Total Liabilities	15,355.26	13,880.06
9	Total Assets	28,469.74	29,368.32
10	EBITDA	(1,716.89)	(1,317.18)
11	Finance Cost -P & L	651.94	330.59
12	Finance Cost - IEDC	-	139.07

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:

Items	2024-25	2023-24 [From 31.08.2023 (DCCO)* to 31.03.2024]
Hot Rolled Coils	14,38,646	4,93,503
Liquid Steel	15,07,543	5,17,862
Hot Metal	20,00,077	9,66,469
Pig Iron	4,11,690	3,08,085
Gross Sinter	29,89,798	13,73,880
Gross Coke	12,45,987	6,52,523

*DCCO - date of commencement of commercial operations

2.2 Product-wise Sales

		2024-25		2023-24
Sl.	Items			[From 31.08.2023 to 31.03.2024]
No.		Quantity (MT)	Amount (? in crore)	Quantity (MT)	Amount (? in crore)
1.	Hot Rolled Coils	14,14,190.63	6,528.30	3,51,848.44	1,731.10
2.	Pig Iron	4,33,875.95	1,466.71	2,43,054.52	869.93
3.	Pit Iron	15,706.34	51.47	47,759.52	161.50
4.	Coke Products	1,08,306.80	163.75	67,518.90	165.98
5.	Coal Tar	55,290.95	201.63	22,879.93	96.17
6.	Others	7,02,596.25	91.20	20,194.15	24.17

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

3.0 Transfer to Reserves

The company has not transferred any amount to the
General Reserve during the financial year 2024-25.

3.1 Dividend Distribution Policy

The Board of Directors of the Company in its
meeting held on 25^th January 2023 had approved
the Dividend Distribution Policy of the Company
and the same is available at the link: https://
nmdcsteel.nmdc.co.in/pads. Further, the Board has
not recommended / declared any dividend for the
financial year 2024-25.

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:

Description	As per GOI targets	Actual Achieved
Procurement from MSE firms	25%	33.64%
Procurement from SC/ ST owned MSE firms	4%	0.11%
Women Owned MSE firms	3%	2.02%

11.0 Manpower

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

Sl. No.	Particulars	Male	Female	Total
1	On roll Executives	225	15	240
2	On roll Non-Executives	659	164	823
3	Contractual Executives engaged on Pay Scale	11	-	11
4	Contractual Executives engaged on Consolidated Pay	166	05	171
5	Contractual Non-Executives engaged on Consolidated pay	361	05	366
6	MECON migrated WMC/O&M Executives on contractual rolls of NSL	1,021	12	1,033
	Total |	2,443	201	2,644

Sl. No.	Description	SC	ST	OBC	UR	Minority	PwD
1	On roll Executives	29	15	54	142	16	04
2	On roll Non-Executives	12	439	174	198	114	08
3	Contractual Executives engaged on Pay Scale	-	-	03	08	01	-
4	Contractual Executives engaged on Consolidated Pay	10	06	36	119	12	-
5	Contractual Non-Executives engaged on Consolidated pay	25	02	111	228	12	-
6	MECON migrated WMC/O&M Executives on contractual rolls of NSL	63	21	251	698	62	01
	Total	139	¦483	629	>1,393	IH217	13

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:-

Sl. No.	Change in Directorship	Date of change	Reasons for change
1.	Cessation of Shri Dilip Kumar Mohanty as Director (Production)	30.06.2024	On account of Superannuation.
2.	Cessation of Smt. Sukriti Likhi as Government Director	19.08.2024	Withdrawal of nomination by Appointing Authority i.e. Ministry of Steel, Government of India.
3.	Appointment of Shri Subodh Kumar Singh as Government Director	06.11.2024	Appointment as per Order of Ministry of Steel, Government of India.
4.	Appointment of Shri Joydeep Dasgupta as Director (Production)	15.11.2024	Appointment as per Order of Ministry of Steel, Government of India.
5.	Cessation of Shri Subodh Kumar Singh as Government Director	18.12.2024	Withdrawal of nomination by Appointing Authority i.e. Ministry of Steel, Government of India.
6.	Appointment of Shri Sanjeet as Government Director	09.01.2025	Appointment as per Order of Ministry of Steel, Government of India.
7.	Cessation of Shri Sanjeet as Government Director	17.01.2025	Withdrawal of nomination by Appointing Authority i.e. Ministry of Steel, Government of India.
8.	Appointment of Smt. Priyadarshini Gaddam as Director (Personnel)	28.02.2025	Appointment as per Order of Ministry of Steel, Government of India.
9.	Appointment of Shri Amitava Mukherjee, Director (Finance) as Chairman & Managing Director	06.03.2025	Appointment as per Order of Ministry of Steel, Government of India.

On elevation of Shri Amitava Mukherjee, Director
(Finance) as Chairman & Managing Director of the
Company, he ceased to hold the charge of Chief
Financial Officer (CFO) of the Company w.e.f.
06.03.2025. There were no other changes in the
KMPs during the year.

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:

Applications pending	Application received	Application disposed off	Applications pending as on
as of 31.03.2024	during FY 2024-25	during FY 2024-25	31.03.2025
08	62	67	03

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:

Sl. No.	Summary of observation of Secretarial Auditors	Management''s Reply
1.	Composition of the Board: There was no Independent Directors on the Board of the Company as required under the provisions of the Companies Act 2013, SEBI (LODR) Regulations 2015 and DPE Guidelines.	Being a Government Company in terms of Section 2(45) of the Companies Act, 2013 and in
2.	Non-appointment of Woman Independent Director : There was no Woman Independent Director on the Board of the Company as required under the provisions of the Companies Act 2013, & SEBI (LODR) Regulations 2015.	terms of Article 74 of Articles of Association of the Company, the power of appointment of Directors on the Board of
3.	Quorum for Board Meetings : Pursuant to the provisions of Regulation 17(2A) of SEBI (LODR) Regulation 2015, the quorum for every meeting of Board of directors shall be 1/3rd (one-third) of its total strength or 03 (three) directors, whichever is higher, including at-least one Independent director. There was no specified quorum for the Board meetings.	NMDC Steel Limited vests the Administrative Ministry i.e. Ministry of Steel, Government of India.
4.	Non-Constitution of Audit Committee:- In absence of Independent Directors on the Board, the Company could not constitute any Independent Audit Committee and the other provisions relating to Audit Committee could not be complied with.	At present, there are no Independent Directors on the Board of the Company. The Company has requested the
5.	Non-Constitution of Nomination & Remuneration Committee:- In absence of Independent Directors on the Board of the Company, the Company could not constitute any NRC/Remuneration Committee and the other provisions relating to NRC/Remuneration Committee could not be complied with.	controlling Ministry i.e. Ministry of Steel, Govt. of India from time to time, requesting them to appoint requisite number of Independent Directors,
6.	Non-Constitution of Stakeholders Relationship Committee:- In absence of Independent Director on the Board of the Company, the Company could not constitute any Stakeholder Relationship Committee and the other provisions relating to Stakeholder Relationship Committee could not be complied with.	including Woman Independent Director, on the Board, thereby enabling the Company to comply with the provisions of SEBI LODR Regulations, 2015.

Sl. No.	Summary of observation of Secretarial Auditors	Management''s Reply
7.	Non-Constitution of Risk Management Committee:- In absence of Independent Director on the Board of the Company, the Company could not constitute any Risk Management Committee.	Once adequate number of Independent Directors are appointed, the Company will be
8.	Inadequate number of Directors on the Board for some time intervals: The number of Directors on the Board of the Company was largely in compliance with the requirement of minimum number of Directors, however, in the intermittent period, the number of Directors fell below the minimum prescribed limit of six (6) on 3 occasions for 137 days, 21 days and 40 days respectively.	in a position to comply with the statutory provisions relating to composition of Board and Board-level Committees.

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

---

Mar 31, 2024

Your Directors are pleased to present the 9^th Annual Report on the performance of your Company, together with the Auditors'' Report and Financial Statements for the year ended 31^st March 2024 and the Report thereon by the Comptroller and Auditor General of India.

1.0 BACKGROUND

Ministry of Corporate Affairs vide order dated 06.10.2022, had accorded approval of Scheme of Arrangement between NMDC Ltd. (Demerged Company) and NMDC Steel Ltd. (Resulting Company) and their respective shareholders and creditors involving demerger of 3 MTPA capacity greenfield 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.

The date of Commencement of Commercial Operations (DCCO) for the said plant was declared as 31^st August 2023.

1.1 State of Company''s Affairs & Performance Highlights

The performance of the Company during the period from commencement of commercial operations till 31^st March, 2024 was as under:-

Sl. No.	Particulars	Amount ('' in crore) From 31.08.2023 (DCCO)* to 31.03.2024
A.	Income
1.	Sale of HR Coils	1,731.10
2.	Other Sales	1,317.89
3.	Revenue from Operations	3,048.99
4.	Other Income	119.29
5.	Total Income	3,168.28
B.	Expenditure
1.	Consumption of Raw Material	3,846.15
2.	Consumption of Stores & Spares	73.61
3.	Depreciation & Amortization	552.80
4.	Finance Cost	330.59
5.	Other Exp - Power & Electricity	422.71
6.	Other Exp - O&M/R&M	554.96
7.	Other Expenditure	214.88
	TOTAL	5,995.70
	Changes in inventories of finished goods and work-in-progress	-626.41
	Total Expenditure	5,369.30
C.	Profit / Loss Before Tax (PBT)	(2,201.02)
	Taxes	(640.70)
D.	Profit/Loss after Tax	(1,560.32)
*DCCO - Date of Commencement of Commercial Operations

1.2 Other Financial Parameters

No.	Particulars	Amount ('' in crore) As on 31.03.2024	Amount ('' in crore) As on 31.03.2023
1	Total Borrowings	6,651.77	3,841.88
2	Short Term Borrowings	2,390.76	23.58
3	Long Term Borrowings	4,261.02	3,818.30
4	Total Equity / Net worth	15,488.26	17,048.48
5	Current Assets	7,056.59	4,563.55
6	Current Liabilities	7,106.38	2,199.46
7	Working Capital	(49.78)	2,364.09
8	Total Liabilities	13,880.06	8,519.63
9	Total Assets	29,368.32	25,568.21
10	EBITDA	(1,317.62)	-
11	Finance Cost- P&L IDC	330.59 139.07	0.00 185.45

2.0 PHYSICAL PERFORMANCE

2.1 Production

The details of the actual production for the period from 31.08.2023 to 31.03.2024 are given below:

(In Tonnes)

Items	2023-24
Hot Rolled Coils	4,93,503
Liquid Steel	5,17,862
Hot Metal	9,66,468
Pig Iron	3,08,085
Gross Sinter	13,73,880
Gross Coke * DCCO declared on 31.08.2023	6,52,523

2.2 Product - wise Sales

Sl. No.	Product	Quantity (MT)	Amount (Rs. in crore)
1.	Hot Rolled Coil	3,51,848.44	1,731.10
2.	Pig Iron	2,43,054.52	869.93
3.	Pit Iron	47,759.52	161.50
4.	Coke Products	67,518.90	165.98
5.	Coal Tar	22,879.93	96.17
6.	Others	20,194.15	24.17

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

3.0 TRANSFER TO RESERVES

The company has not transferred any amount to the General Reserve during the financial year 2023-24.

3.1 Dividend

The Board has not recommended / declared any dividend for the financial year ended 31^st March 2024.

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

a) Authorized Share Capital

As on 31^st March, 2024, 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, 2024, 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, if any, 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 NonConvertible Debentures (NCDs) amounting to ?523.80 crores were transferred to the books of NMDC Steel Ltd. 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-C to the Independent Auditors'' Report dated 27.05.2024 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 nonregulatory services.

7.0 (a) STATUTORY AUDITOR''S REPORT

The Auditors'' Report for Financial Statements for the financial year 2023-24 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 01.08.2024 have given their comments on the financial statements of the Company for the financial year ended 31.03.2024 under Section 143(6)(b) of the Companies Act, 2013 and the Management''s replies thereon, are at Annexure - V to this Report.

(c) SECRETARIAL AUDIT REPORT

The Secretarial Audit for the financial year 2023-24 has been conducted by M/s B R Agrawal & Associates, Company Secretaries and the same does not contain any qualification, reservation or adverse remark.

8.0 Environment Management

8.1 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 dated.25.09.2009 and same is amended vide dated 14.08.2018.

8.2 Consent to Establish, Consent to Operate &

Authorization under Hazardous Waste

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 dated.13.09.2019

c) Authorization under the Hazardous and Other Wastes (Management & Transboundary Movement) Rules, 2016 granted and issued on 04.06.2024

8.3 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 (03 MTPA) at Nagarnar, Tahsil-Jagdalpur, Dist-Bastar (CG) , Forest land-25.72 Ha on 06.05.2011

b) Forest clearance for construction of Railway Lining for integrated Steel plant (03 MTPA) at Nagarnar, Tahsil-Jagdalpur, Dist-Bastar (CG) , Forest land-10.763 Ha on 17.5.2010

c) Forest clearance for Laying of U/g water pipeline from Kolab (shabri) river near Tiriya to Nagarnar for integrated Steel plant (03 MTPA) at Nagarnar, Tahsil-Jagdalpur, Dist-Bastar (CG) , Forest land-26.136 Ha

8.4 Certified Compliance Report (CCR)

NA

8.5 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 112 Ha area of green belt is being developed and it is being carried out to achieve the target of more than 33% green belt area (~240 ha) 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

• Sustainability reporting through ESG is also under process for implementation.

9.0 IMPLEMENTATION OF INTEGRITY PACT:

After demerger of NSL from NMDC, the integrity pact of NMDC has been adopted at NSL also and the threshold value has been decreased to '' 1.0 crore for both Procurement and Contracts.

10.0 IMPLEMENTATION OF OFFICIAL LANGUAGE POLICY

• Official Language Fortnight was organized from 14 September to 28 September 2023, during which various competitions were organized for Officers/ Employees and the winners were given prizes and citations.

• Official Language committee meetings were organized in all four quarters. Under which committee has decided to follow:

i) Issuance of all documents bilingually.

ii) Correspondence status or usage of Hindi.

iii) Letters received in Hindi should be answered in Hindi.

iv) Annotating the files in Hindi.

v) Training in Hindi Language (Writing and Typing) to be provided

vi) Hindi font to be made available in Departmental I.T. infrastructure.

vii) Encouraging employees to do their work in Hindi.

• A monthly Hindi usage incentives scheme was implemented and an incentive amount was given to employees/Officers for the work done in Hindi.

• The Articles written by employees and Officers were selected and published in Khanij Bharti magazine.

• Provided a multilingual facility (Unicode) installed in the computers of the project and to provide Hindi font tool in the computers of Officers and employees, so that they could

easily type/write in Hindi.

• Training was organized to the newly appointed trainees in the project by the Human Resources Department. After this, it was assured by the present members that they would discuss with the subordinate officers/employees in their sections and motivate them to comply with the training given to promote the works in Hindi.

• Participated in the half-yearly meetings organized under the aegis of the City Official Language Implementation Committee, Jagdalpur.

11.0 DETAILS REQUIRED TO BE FURNISHED IN TERMS OF MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT, 2006 (MSMED).

The Company has taken following steps to procure goods and services from MSE firms, MSE SC/ST & Women entrepreneurs.

NSL has participated in exclusive MSE SC/ST vendor meets at Chhattisgarh and Hyderabad and informed the Vendors about the requirements of NSL and tendering process being followed at NSL to encourage their participation. NSL has participated in various Vendor meets organized by Ministry of Micro, Small and Medium Enterprises in association with FICCI/DICCI. NSL had also organized Vendor meets at Raipur and Jagdalpur to inform the Vendor about the requirements and tendering procedures pertaining to NSL.

Besides this Delegates from some of the MSME Vendor Associations from Chhattisgarh have visited NSL during Nov''2023 and interacted with NSL officials to understand the detail requirements and tendering process being followed at NSL.

For encouraging MSME firms, procurements are done through GeM Portal and Price preference to MSE firm as per GeM guidelines are being followed. During the year 2023-24 NSL has achieved the targets as per Public Procurement Policy. Details are as follows:

Category of MSE Firm	Norms	Achievement
Procurement from MSE Firms	25%	42%
Procurement from SC/ST MSE Firms	4%	1%
Procurement from Women Entrepreneurs MSE firms	3%	4.6%

12.0 MANPOWER

The manpower strength of the Company as on 31.03.2024 was 1,607.

Sl No	Particulars		Male		Female		Total
1	On roll Executives		216		16		232
2	On roll Non-Executives		641		153		794
3	Contractual Executives engaged on Pay scale		11		0		11
4	Contractual Executives engaged on Consolidated pay		189		05		194
5	Contractual Non-Executives engaged on Consolidated pay		373		05		378
	Total		1430		179		1609

Sl. No	Particulars	SC	ST	OBC	UR	Minority	PwD
1	On roll Executives	32	12	51	137	12	04
2	On roll Non-Executives	11	408	177	198	110	10
3	Contractual Executives engaged on Pay scale	0	0	03	8	01	0
4	Contractual Executives engaged on Consolidated pay	15	6	39	134	14	0
5	Contractual Non-Executives engaged on Consolidated pay	27	03	114	234	14	0
Total		85	429	384	711	151	14

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

12.1 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

12.2 Disclosure under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013

No complaint has been received and no case has been filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 during the financial year 2023-2024.

13.0 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 2023-24 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-Housetraining Programmes in Technical areas:

1. Pump and Valve Maintenance

2. Motors - Inspection and Maintenance

3. Basic Industrial Hydraulic Training

4. Training on alignment of Rotating Equipment

5. Oil Lubrication & Grease System

6. O&M: EOT, Hoist& Mobile Equipment

7. DC Electromagnetic Brakes

8. Electric Circuit.

9. O&M of FMD

10. Material handling System-SMS

1. Knowledge Sharing & Process Safety awareness of Sinter Plant;

2. Knowledge Sharing & Process Safety awareness of Blast Furnace;

3. Safety Refresher Training;

4. Electrical Safety and Hazardous mitigation; and

5. Training on Switch Gear, Protection &Maintenance of Electric system.

M/s Daneili Corous BV, Netherlands has imparted OEM Training on:

1. Basics of Blast Furnace Operation;

2. Modern Blast Furnace Iron making; and

3. Operation of Technological Equipment. General Awareness Training:

1. 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;

2. Reservation Policy for SC/ST, OBC, Ex Servicemen, PWD and EWS in PSE;

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

4. Online Training Programme for Inquiry Officers (IOs) & Presenting Officers (POs) by CBI Academy; and

5. Workshop on Negotiation Skills.

Behavioral Training:

1. Enhancing Effectiveness of the Employees

2. Office Management;

3. Communication Skills for Executives.

NMDC Steel Limited has taken Initiative to impart training programme and Workshops on Culture Building and Happiness to the Executives and their family members.

No Executives were sent abroad for foreign training programme during 2023-24.

Skill Development Training:

For the construction of Steel plant, the land has been taken 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 operation, the Company

has entered into MoU with Directorate General of Training (DGT) to impart ITI training under Flexi-MoU 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 NMDC Steel Limited as per Syllabus prescribed and approved by DGT

- Under this Scheme 1^st batch of 97 NSL Employees have undergone Fitter and Electrician trades ITI Training and 92 employees have successfully cleared examination conducted by DGT inJune 2023.

- Second Batch of 95 NSL Employees are undergoing ITI training in Welder and Crane Operator Trades and will be assessed by DGT in the month of June 2024.

Pre Employment Training:

NSL HRD has organized pre-employment training to 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 invarious trades such as Fitter, Electrician, COPA, Welder, Motor Mechanic Vehicle (MMV), Steno and Driver cum Mechanic (DCM).64 land displaced persons have completed Preemployment training in FY 2023-24.

SAFETY

NMDC Steel Limited has an exclusive safety induction training center that is well-equipped with the necessary requirements for effective functioning. This center caters to the needs of basic safety training as well as workplace safety. For refresher trainings, training halls are maintained by the HRD department for upskilling of employees, ensuring they are well-versed in the organization''s safety policies, procedures, and emergency protocols. The program emphasizes the importance of workplace safety and equips personnel with the knowledge and skills necessary to identify hazards, respond appropriately to incidents, and maintain a safe working environment.

Safety Committees have been established as required under section 73 - I of CG Factories rules, 1962 in every major department and auxiliary unit, each tasked with enhancing workplace safety. These committees hold monthly safety meetings to discuss safety-related issues, review incident reports, and identify potential hazards. They implement corrective actions and proactive measures to mitigate risks, ensuring a safer work environment. Through this collaborative approach, the committees address safety concerns promptly, share best practices, and promote compliance with safety regulations. This systematic process helps in reducing accidents, enhancing occupational health, and maintaining a safe and productive workplace.

A tier two safety review system on a monthly basis is established at NSL, involving senior officials from both NSL and Mecon O&M. These meetings focus on discussing safety aspects based on their severity. Recommendations are then made and implemented to enhance safety measures.

This collaboration ensures alignment between organizations, prioritizing and addressing safety concerns promptly. By regularly reviewing and updating safety protocols, NSL aims to minimize risks and create a safer working environment for all employees.

Internal safety audits of Operation and Maintenance are being conducted by crossfunctional team and this audit involves various departments working together to identify and mitigate any safety risks, ensuring the safety and efficiency of operations. Also, External safety audits are being done at NSL. Recently, National Safety Council and SAIL Safety Organisations have carried out external safety audits at NSL.

Integrated Management System Certification (IMS):

The Company has implemented of the Integrated Management System is in progress and includes certifications for Quality Management System (QMS) ISO 9001:2015, Environmental Management System (EMS) ISO 14001:2015, Occupational Health and Safety Management System (OHSMS) ISO 45001:2018, Energy Management System ISO 50001:2018 and SA 8000:2014 Standards.

14.0 VIGILANCE

Vigilance department at NMDC Steel Limited during the fiscal year has taken initiatives for improvement of areas required for smooth functioning of the Steel plant and aiming towards Preventive Vigilance. This was done by means of Conducting preventive checks in Key areas, studying the existing procedure and practises after

commercial operation of plant, suggesting system improvements including training required.

Apart from above CVO, NMDC Steel Limited has conducted interactive sessions with key managerial staff of the organisation, sensitizing them about the common Pitfalls and lapses which may happen during day to day activities of the executives, benefitting senior executives of NMDC Steel Limited to take decision and creating awareness.

Throughout the fiscal year 2023-24, the Vigilance department at NMDC Steel Limited has conducted a total of 77 Preventive Checks, comprising of 22 surprise checks, 22 regular inspections, 21 file studies, 9 audit para inspections, and 3 CTE type inspections across NSL, Nagarnar.

Investigation and appropriate action are being taken on complaints received and recommendations depending on findings and gravity of the case are given. NMDC Steel Limited has received 20 complaints which were handled as per CVC guidelines. Emphasis has also been given for logical conclusion of complaint in timely manner.

The details of tenders floated are being uploaded in relevant websites of NMDC/GeM/CPPP as per nature of tender and details of contract awarded are also uploaded in NMDC''s Website in line with the government guidelines.

Further to ensure transparency in vigilance works, action has been taken for rotation / repatriation of vigilance officers, and for inducting of new officers in Vigilance department for compliance of CVC guidelines. In this regard, 2 new officers have been inducted in June 2023 and 2 officers have been repatriated to their parent department.

Quarterly review meeting chaired by CVO has been conducted involving Vigilance officers of NSL in May 2023, September 2023, December 2023 & February 2024. Vigilance officers in open house discuss the matter pertaining to the organisation and share their suggestions.

NMDC Steel Limited (Resulting Company) has adopted Vigilance manual of NMDC Limited (Demerged Company), first edition of which was released in June 2022, with an attempt to provide information on essential guidelines and procedures established by the Central Vigilance Commission and other organizations involved in anti-corruption activities.

NMDC Steel Limited utilizes the Online Vigilance Portal of Demerged undertaking in an effort to ensure accountability, transparency and smooth data availability of vigilance related activities. Vigilance portal is an end-to end digital platform for all Vigilance functions from lodging of a

complaint to till its logical conclusion. This have provisions for recording various preventive, punitive and administrative matters of vigilance department. This portal is a digital repository for all vigilance activities and provide data analytics like age-wise pendency and status of complaints; department wise, area wise complaint/preventive check undertaken; frequency of complaint from same person or against same officials etc.

Trainings & System improvements suggested for Implementation during 2023-24:

As a part of Capacity building and sharing knowledge among the employees of the organisation, Vigilance department has suggested trainings which were conducted by Human resource department on Core Issues in Arbitration and Contracts on 20.01.2024 At NMDC Steel Ltd. Nagarnar, By Shri N. Janardhan Reddy, Advocate of High Court, Telangana, Hyderabad and Member Chartered Institute of Arbitrator, London & Sri U.N. Murthy, Advisor (Arbitration ) in NMDC, Hyderabad.

System improvement suggested during the financial year, several of which are attended and some of the major system improvement/ suggestion/recommendations given during the period are summarized below:

i. In view of the suggestions recommended as the outcome of the study from Vigilance department, a circular has been issued to all Package In-charges and their MECON O&M counterparts at NMDC Steel Limited (NSL), Nagarnar to be more vigilant in terms of storage and usages of expired materials at NSL vide letter No. NSL/ Vigilance/2023/10/01, dtd.27.10.2023.

ii. In view of suggestion recommended during inspection of unreleased EMD for the period of Mar''21 to June''23, an office order was issued from NSL vide order no. ED(Sectt)./ OO/2024/02 dated 15.02.2024 to ensure compliance towards refund of unsuccessful bidders.

iii. Surveillance system of the weighbridges have been strengthening by installation of cameras.

Vigilance awareness week:

CVC vide circular No. 08/09/23 dtd: 11.09.2023 has given directives for conducting vigilance awareness week, the Campaign Period from 16.08.2023 to 15.11.2023 (3 months campaign) & Vigilance Awareness Week-2023 from 30.10.2023 to 05.11.2023 has been observed in NMDC Steel Ltd with great enthusiasm and active participations of employees & related stake holders on the theme "Say No to Corruption; Commit to the Nation''

On the Inaugural day of VAW-2023, Integrity Pledge was administered to the employees of NMDC Steel Limited. Hyperlink for taking e-pledge was also provided to employees through website.

Several activities including awareness programmes and prescribed individual/groups competitions like Slogan writing, Essay writing, Quiz competition on the VAW theme were arranged for the employees during the Vigilance Awareness Week-2023.

Apart from the above day-wise activities, Vigilance Awareness Week celebrated by organizing various knowledge-sharing sessions on PIDPI and Preventive Vigilance and other outreach activities like skits, slogan, drawing, essay writing, interactive session & elocution with large number of participations covering wider groups of school /college students were involved for creating awareness about vigilance.

For propagation of VAW-2023 theme, wide display of banners & posters, newspaper release and use of social media was under taken. All the winners/ participants of various activities/competitions were given away the prizes during the Valedictory Function held on the concluding day of VAW-2023 at NSL.

15.0 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 202324.

16.0 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

31.03.2024. 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.

17.0 DIRECTORS & KMP''s 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 Nonexecutive Part-time Official Directors also do not draw any remuneration. Further, no remuneration was paid to KMP during the FY 2023-24.

18.0 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

31.03.2024, there were 6 (six) Directors on the Board of the Company comprising of 4 (four) Functional Directors including CMD and 2 (two) Government Nominee Directors. 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 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 fulfill the requirements of the SEBI LODR Regulations, 2015 and Companies Act, 2013.

19.0 NUMBER OF BOARD MEETINGS HELD

During the year under review, 5 (five) meetings of the Board were held. For further details, reference may kindly be made to Corporate Governance Section of the Annual Report.

20.0 DETAILS OF DIRECTORS OR KMP APPOINTED OR RESIGNED DURING THE YEAR.

The following changes occurred during the financial year 2023-24:-

During FY 2023-24, Shri Vinay Kumar was appointed as Director (Technical) on the Board w.e.f. 19^th May 2023. Further, Shri Aniket Kulshreshtha was appointed as Company Secretary w.e.f. 11.08.2023 in place of Shri Chiman Lal Agrawal.

21.0 AUDITORS

a Statutory Auditors

On the advice of the Comptroller and Auditor General of India, New Delhi, your Company appointed the following firms of Chartered Accountants as Statutory Auditors of the Company for the year 2023-2024:

Sanjiv Shah & Associates

Chartered Accountants

205, Second Floor, Lala II Oasis Plaza,

Tilak Road, Abids,

Hyderabad Telangana 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-492009

22.0 IMPLEMENTATION OF RIGHT TO INFORMATION ACT, 2005

The number of RTI queries received and disposed during the financial year 2023-24 is as under:

Applications pending as of 31.03.2023	Applications received during FY 2023-24	Applications disposed off during FY 2023-24	Applications pending as on 31.03.2024
03	49	44	08

23.0 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

27.0 DEVELOPMENT OF INFORMATION TECHNOLOGY

24.0 VIGIL MECHANISM

The Board of Directors have established ''Whistle Blower Policy'' and ''Code of Conduct'' for the Directors & employees of the Company as requirec under the provisions of Sec. 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of the Board and its Powers) Rules, 201^ 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 Policyt at the time of their joining and also placed on the website of the Company.

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

26.0 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. and CMD, Functional Directors and Government Nominee Directors of NMDC Steel Ld. also on coterminus basis.

Further, in terms of Notification dated 5th 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.

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

> Automated Capture of weighment data from dispatch weigh bridges to ERP.

> Gate pass system: The system keeps track of all the gate passes issued to contract labour and employees of different contractors. Alert is generated before expiry of the gate pass issued.

> Asset Management System: The systems keep track of the entire life cycle of any asset and its maintenance record.

> CCTV surveillance system: The CCTV surveillance system has been installed in different parts of the plant including the product loading area. Railway wagon surveillance and weigh bridge surveillance is also being performed to ensure safety and security inside the plant.

> Facial Recognition system: The Facial Recognition system has been implemented for the NSL & Mecon employees which enables automated recording of the employee attendance.

> Helpdesk Management System: This system accepts service requests from users pertaining to various assets and effectively manages the service complaints while keeping the maintenance record of these assets.

28.0 ERP Implementation, Digitalization and IT Infrastructure

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

was achieved by the combined efforts of NSL ERP team and Package-In-charges. The challenge of SAP Go live along with commissioning was successfully delivered as per the plan.

After that, all the production / Maintenance and dispatch activities are carried out in SAP on real time. In NSL, End to End "Order to Cash", Make to Order business process has been established for the proper visibility and accountability.

For the betterment and smooth functioning of SAP, NSL ERP Team is working with various stakeholders to get further inputs for custom reports and developments. Further NSL ERP team has also identified a scope for integration of Level-II systems with SAP, which will help the business to automate the processes on real time basis.

29.0 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

30. 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.

31. ANNUAL RETURN:

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

32. BUSINESS RISK MANAGEMENT:

The details of the Business risks are given in Management Discussion and Analysis Report enclosed with the Annual Report.

33. OTHER DISCLOSURES

During the year, no application was made and no proceeding is pending under the Insolvency and Bankruptcy Code, 2016. Further, there was no requirement for getting valuation done and therefore, reporting for the same is not applicable.

34. 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.

35. 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 5th June, 2015 and 13th 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.

36. 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 Sec. 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of 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 by the Personnel Department at the time of their joining and also placed on the website of the Company.

37. 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.

38. 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.

39. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO UNDER COMPANIES (ACCOUNTS) RULES, 2014 - Annexure-II

40. 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-IN(A) and IN(B) respectively. Further, the certificate from Practicing Company Secretary confirming compliance of conditions of Corporate Governance is enclosed at Annexure-III(C).

41. BUSINESS REPONSIBILITY AND SUSTAINABILITY REPORT

The ''Business Responsibility and Sustainability Report'' (BRSR) of your Company for the year 2023-24 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.

42. CORPORATE SOCIAL RESPONSIBlLITY (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 '' 1000 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 2023-24.

43. FRAUD REPORTED UNDER SECTION 143(12):

During the financial year the Company, there were no cases occurred which is falling under section 143(12) of the Companies Act, 2013.

44.0 SECRETARIAL AUDIT REPORT

Secretarial Audit Report in Form No.MR-3 pursuant to Section 204(1) of the Companies Act, 2013 and Regulation 24A SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is at Annexure-VI.

45.0 STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT / HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES / ASSOCIATE COMPANIES / JOINT VENTURES (FORM AOC-1) IS ENCLOSED AT TO THE FINANCIAL STATEMENTS.

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

47.0. ACKNOWLEDGEMENT:

Your Directors gratefully acknowledge the support, cooperation and guidance received from the Ministry of Steel and Ministry of Forests & Environment 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 Ltd.

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 wholeheartedly acknowledges and appreciates the dedicated efforts and commitment of all employees of the Company.

For and on behalf of Board For NMDC Steel Limited

(AMITAVA MUKHERJEE)

Chairman and Managing Director (Addl. Charge)

DIN:08265207

Place : New Delhi

Date : 13.08.2024

---

Mar 31, 2023

The Board of Directors of the Company is pleased to present the 08th (Eighth! Director''s Report of your Company, together with the- Audited Financial Statements, Statutory Auditors’ Report and Secretarial Audit Report along with the annexure to the report and the Supplementary Report of the Comptroller and Auditor General of India (C&AG) for the year ended on 31st March 2023.

1. OPERATIONAL REVIEW /PERFORMANCE STATUS Steel Plant Project at Nagarnar, Chhattisgarh:

The State of the art 3.0 MTPA Integrated Steel plant at Nagarnar is at advanced stage of construction completion and reaching its commissioning phase. Conducting cold trial, preliminary Acceptance Test etc of individual as well as integrated test of equipment under various Technological packages are in progress as pre-commissioning activities. Pre-commissioning activity has been started with heating of Coke-Oven battery. MECON has been awarded with the job of O&M (Operation & Maintenance! of plant during commissioning and subsequent operation of the plant.

The plant will produce an impressive array of products viz. HR Plates, API - 5L Quality Plates Sheets, HR Coils. High Carbon Steel, Silicon Steel and Automotive Steel.

The plant of the Company is a green-field Steel Plant in Chhattisgarh, which is expected to commence its operation in the Second Quarter of FY 2023-24. Commissioning activities started with the start of Coke Oven Battery# 1 in October 2022 along with By Product Plant & Part of Raw Material Handling . Coke Oven Battery #2 has been taken up for operation from 24.04.2023. Both the batteries are under stabilization. All auxiliary units/services like Main Receiving Station (MRSI, Plant Power Distribution System IPPDS), Water Supply compressed air station (CAS), DG Station and Centrol stores are ready. Sinter Plant was put on hot trails on 19.04.2023. Oxygen Plant Stream-2 was put into operation

wef 21.04.2023. Commissioning activities of Oxygen Plant-Stream-1 are under progress. Pro commissioning activities m other major units- Blast Furnace, Steel Melting Shop ISMS). Thin Slab Caster ITSM) and Hot Strip Milt IHSMI are in progress. Further, NSL commenced trail production of Hot Rolled Coils from its Rolling Mill on 30th June 2023.

2. FINANCIAL RESULTS:

The plant of the company is under construction and the commencement of commercial operation is yet to be started. Hence no Profit/Loss has been reported during the period ended 31st March, 2023. The Expenditure relating to Salaries & Wages, Raw material consumed. Operation & maintenance, all other expenses have been booked under Capital Working-in Progress ICWIP) as Incidental Expenditure during Construction.

3. TRANSFER TO RESERVE:

The Company has not transferred any amount to the general reserves during the financial year 2022-23. Further, by virtue of the demerger order, an amount of Rs. 14,117.97 Crore which was invested by NMDC out of its free reserves has been credited to the Capital Reserve.

4. DIVIDEND:

The Board did not recommend any dividend for the financialyearendedon31st March 2023.

5. SHARE CAPITAL: The details of the Share capital are as follows:

al Authorized Share Capital

Pursuant to the order of demerger Iron & Steel plant of NMDC Limited INISP) has been transferred to NMDC Steel Limited as the resulting Company to take up the activity independently. The Company has increased its Authorized Share Capital from Rs. 30 Lacs to Rs. 3000 Crore by passing a resolution of shareholders in its Extra-Ordinary General Meeting on U/10/2022.

As on 31/03/2023, the Authorized share capital of the Company is of Rs. 30,00,00,00,000 (Rupees Three Thousand Crore Only) divided into Rs. 3,00,00.00,000 IThree Hundred Crore Only) equity shares of Rs 10/- each.

b) Paid-up Share Capital

NMDC Limited had invested Rs. 17048 Cr in construction of the Integrated Steel Plant. In consequence of demerger the Board of Directors of NMDC Steel Limited INSL) has allotted 293,06,05,850 |Two Hundred Ninety Three Crore Six L3CS Five thousands Eight Hundred and Fifty) equity shares to the shareholders of NMDC Limited iDemerged Company) and all the existing equity shares of NSL stand cancelled. The rest of the amount was treated as Capital Reserve consequent up on the order of the Demerger.

As on 31/03/2023, the Paid-up Share Capital of the Company is of Rs. 2930,60,58,500/- (Rupees Two Thousand Nine Hundred Thirty Crore Sixty Lacs Fifty Eight Thousands Five Hundred only) divided in to 293,06,05,850 (Two Hundred Ninety Three Crore Six Lacs Five Thousand Eight Fifty Only) equity shares of Rs. 10/-each.

6. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes occurred or commitments made by the Company from the end of the financial year i.e. between 01.04.2023 till the date of this report which is having effect on the financial position of the Company.

7. DEPOSIT:

During the financial year the Company has not accepted any deposit within the meaning of the section 73 of the Companies Act, 2013 and rules framed there under.

8. PARTICULARS OF LOAN, GUARANTEES OR INVESTMENT:

During the financial year, the Company has not given any loan or guarantees or not made any investment which is covered under the provisions of the section 186 of the Companies Act. 2013.

9. INTERNAL CONTROL SYSTEM ANDTHEIR ADEQUACY:

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. Further, the Company has adequate Internal financial control system over financial reporting and such internal financial Control is operating effectively.

10.STATUS OF SUBSIDARY, JOINT VENTURE AND ASSOCIATE COMPANY:

The Company does not have any subsidiary, joint venture or associate company during the financial year ended 31 st March, 2023.

11.	BOARD OF DIRECTORS AND KMP: As on 31st March, 2023 the Board of the Company comprises of the following Directors:
	SLNo. Name of the Director Designation Date of Appolntment/change In designation
	01.	Shri Amitava Mukherjee	CMD Director (Finance)	08/11/2022- the designation of the Director was changed to Director (Finance). w.e.f. 01/03/2023, he has also given an additional charge of CMD.
	02.	Ms. Sukriti Likhi	Govt. Nominee Director	Appointed from 08/11/2022.
	03.	ShriAbhijitNarendra	Govt. Nominee Director	Order Dated 20/03/2023. Appointed with effect from 20/03/2023.
	04.	Shri Dilip Kumar Mohanty	Director (Production)	08/11/2022- the designation of the Director was changed to Director (Production).
	05.	Shri Vishwanath Suresh	Director (Commercial)	Order Dated 20/03/2023. Appointed with effect from 20/03/2023.

The position of the Key Managerial Personnelof the Company as on 31/03/2023 and thereafter was as under-

1. Shri Amitava Mukherjee Director Finance was given an additional charge of CFO w.e.f. 01/03/2023

2. Shri Chiman Lai Agrawal was appointed as the Whole time Company Secretary w.e.f. 05/04/2023.

During the period under review, the following changes had been taken place in Ihe constitution of the Board and KMP: -
	SI.No. Name of the Director Nature of Changes			Date of Changes
	Changes in the Board
	01.	Shri Sumit Deb	Appointed as CMD Cessation from the post of CMD	08/11/202? 28/02/2023
	02.	5hn Amitava Mukherjee	Designation of the Director was changed to Director IFinance)	08/11/2022
			He has also given an additional charge of CMD & CFO	01/03/2023
	03.	Ms. Sukriti Likhi	Appointed as non-executive Govt Nominee Director	08/11/2022 08/11/2022
	04.	Shri Somnath Nandi	Designation of the Director was changed to Oirector (Technical)
			Cessation from the post of Director	31/12/2022
	05.	Shri Dilip Kumar Mohanty	Designation was changed from Additional Director to Director (Production)	06/08/2022
			Designation of the Director was changed to Director (Production)	08/11/2022
	06.	ShriPrasant Dash	Cessation from the post of Director	30/09/2022
	07.	Shri Abhijit Narendra	Appointed as non-executive Govt Nominee Director	20/03/2023
	08.	Shn Vishwanath Suresh	Appointed as Director (Commercial)	20/03/2023
	09.	Shri Vinay Kumar	Appointed as Director (Technical)	19/05/2023
	Change	s in the KMPs
	01.	Shri Amitava Mukherjee	Additional charge of CFO In-charge	01/03/2023
	02.	Shn A S Pardha Saradhi	Appointed as Company Secretary Cessation from the post of Company Secretary	30/09/2022 08/11/2022
	03.	Shri Chiman Lai Agrawal	Appointed as Whole Time Company Secretary	05/04/2023

The main reason of changes in the Directors of the Company was due to nominations made by the Ministry of Steel, Government of India iGol). The Board place on record its deep appreciation for the valuable services rendered and contribution made by them during their tenure as Directors of t he Company.

12.INDEPENDENT DIRECTORS, AUDIT COMMITTEE. NOMINATION & REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIPCOMMITTEE:-

In terms of Section 2165) of the Companies Act, 2013, the 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 (through Administrative Ministry i.e. Ministry of Steel, Government of India). As on 31.03.2023, there were 5 If ive) Directors on the Board of the Company comprising of 3 (three) Functional Directors including CMD and 2 Itwo) Government Nominee Directors; however, the nomination and appointment of Independent Directors is yet to be madeand therefore ason the date, there is no Independent Director including Independent Woman Director on the Board of the Company. Though the Company has Ms. Sukriti Likhi Government Nominee as a Woman Oirector on the Board.

Therefore, the Company is not in a position to constitute the Audit Committee, Nomination & Remuneration Committee and Stakeholders'' Relationship Committee. Accordingly, no meetings of the Board-level Committees were 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 19l2)lb| of the Securities Contracts IRegulationl 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 fulfill the requirements of the SEBI LODR Regulations, 2015 and Companies Act, 2013.

13. DIRECTORS& KMP''sREMUNERATION:

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 Nonexecutive Part-time Official Directors also do not draw any remuneration. Further, no remuneration has been paid to KMP during the FY 2022-03.

14. BOARD MEETINGS

During the year under review. 7 meetings of the Board

08 NMDC STEEL LIMITED

were held. Details of the 8oard Meeting are given under Corporate Governance Section of the Annual Report.

15.STATEMENT ON DECLARATION BY INDEPENDENT DIRECTOR AND SEPARATE MEETING OF INDEPENDENTDIRECTOR:

Since the appointment of independent directors is awaited, therefore no separate meeting was held of Independent Directors.

16. AUDITORS:

(1| Statutory Auditors: The Comptroller & Auditor General of India (C&AG) has appointed M/s M/s N G Rao & Associates, Chartered Accountants. Hyderabad |TG) as the Statutory Auditors of the Company for the financial year 2022-23. Nomination for the statutory auditor for the financial year 2023-24 yet to be received from CAG. The observations of the Statutory Auditors'' Report along with the reply of the management will be enclosed as Annexure-I

I2I The C& AG Audit: The Comments of C&AG under the Companies Act. 2013 on the accounts of the Company for the year ended on 31st March. 2023 will be Annexed to this Report Annexure-ll.

131 Secretarial Auditors: In terms of section 204 of the Companies Act, 2013 M/s. B. R. Agrawal & Associates (Proprietor Shri Brajesh R. Agrawal,) Practicing Company Secretary, Raipur IC.G.) has been appointed as the Secretarial Auditor of the Company for the financial year 2022-23. The Secretarial Audit report along-with the reply of the Management on the observations of the Auditor will be enclosed at Annexure-lll.

(6) InternalAuditor: In terms of section 138 of the Companies Act, 2013, M/s Roy Chowdhary & Moitra, Kotkata has been appointed as the Internal Auditor of the Company for the 3rd and 4th Quarter of the financiatyear 2022-23.

17. DIRECT0RS'' RESPONSIBILITY STATEMENT:

Your Directors make the following statements in terms of Section 134(3)(c| of the Companies Act, 2013 based on the representations received from the operating management and Chief Financial Officer of the Company:

lalThat in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

lb)That your Directors 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 loss of the company for that period.

(c) That your 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; IdlThat your Directors have prepared the annual accounts on a going concern basis; and lei That your Directors have laid down Proper internal financial controls to be followed by the Company and that such financial control are adequate and were operating effectively; and

If) That your Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. PARTICULARS OF EMPLOYEES UNDER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

Pursuant to the scheme of demerger and order dated 06/10/2022, NMDC has to handhold NSL and accordingly, the NMDC Limited has deputed its senior employees and executives to NMDC Steel Limited.

Since the NMDC has paid all the remuneration to the employees deputed in NSL, therefore the reporting under rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable. The statement showing the name and other particulars of the top ten employee in terms of remuneration as required under rule 5121 & |3) of the Companies (Appointment and Remuneration of Managerial Personnel! Rules, 2014 is as under- not required to be furnished since the Company has not paid any remuneration to the deputed employees.

19. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO UNDER COMPANIES (ACCOUNTS) RULES. 2014

The Plant of the company is under constructions and commencement ol commercial operations is yet to be started. Accordingly, specific disclosures under the provisions of Companies lAccountsI Rutes 2014, the information regarding conservation of energy, technology absorption, foreign exchange earnings 3nd out go concerning your Company is not possible.

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

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

21.SIGNIFICANT AND MATERIAL ORDER PASSED BYTHE REGULATORS OR COURT:

During the financial year under review, the Ministry of Corporate Affairs has passed following order:-

a. Order for demerger of NISP has been passed by MCA on 06/10/2022 and accordingly the assets and Liability of NISP plant of NMDC limited has been transferred from NMDC Limited to NMDC Steel Limited. The Company NMDC Steel Limited was originally incorporated as a Government Private Limited Company. However, with effect from 04/11/2022, the status of the Company has been

changed from Private Limited to Public Limited. Being a Government Company, the name of the Company was not changed.

22. ANNUAL RETURN:

In accordance with the Companies Act, 2013 Annual return in the prescribed format is available at www.n mdcsteel. n mdc.co.in.

23. BUSINESS RISK MANAGEMENT:

The details of the Business risk given in Management Discussion and Analysis Report enclosed with the Annual Report.

24. DISCLOSURE OF CASES RELATING TO SEXUAL HARASSMENT:

The working environment at work place was good and the Company has not received any complaint relating to Sexual Harassment of Women at Workplace under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Presently the Committee constituted by NMDC is also looking after the matters pertaining to the above Act.

25. DISCLOSURE ON SECRETRIAL STANDARD

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.

26. ANNUAL EVALUATION OFTHE BOARD PERFORMANCE

As the Company is a Government Company and the Directors of the Company are appointed by President of India/Ministry of Steel Gol, pursuant to the Article 73 and 74 of the Article of Association. Therefore, their performance criteria are decided by the administrative department i.e. Ministry of Steel. Gol.

27. RELATED PARTY TRANSACTION

Initially the construction of the plant was started by NMDC Limited and thereafter pursuant to the scheme of demerger the NMDC Limited has transferred the plant along with all assets and liabilities to NMDC Steel Limited (the resulting Company/ NSL). As per the said scheme NMDC has to provide handhold support to NMDC Steel Limited.

Consequently NMDC Limited had booked the capital Expenditure incurred by it on the construction of the plant, supplied Raw Material (Iron Ore), payment of salary to its on rolls employees posted in NSL and some of the financial liabilities incurred by it on behalf of NSL. Similarly NSL has also supplied cooking coal to pellet plant of NMDC Limited. Apart from the above there were no related party transactions during the linanciat year under review.

The details of these Related Party Transactions are given in the prescribed Form AOC-2 attached with this report as Annexure-IV.

28. CHANGE IN THE NATURE OF BUSINESS

There 3re no changes in the nature of business of the Company during the financial year.

29. MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost accounts and records and to conduct cost audit as per the requirements of section-148 of the Companies Act. 2013 and the Rules framed there under.

30. 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 Sec. 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of 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 alt the directors and employees of the Company through the respective departmental heads and the new employees are being informed about the Whistle Blowen Policy by the Personnel Department at the time of their joining and also placed in the website of the Company.

31.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

32. CORPORATE GOVERNANCE REPORT:-

Pursuant to provisions ol Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Statutory Auditors confirming compliance and a certificate of non disqualification of directors from Practicing Company Secretary forming an integral part of this Report is given as Annexure-V.

33. BUSINESS REPONSIBILITY AND SUSTAINABILITY REPORT

The ''Business Responsibility and Sustainability Report’ (BRSR) of your Company for the year 2022-23 forms part of this Annual Report as required under Regulation 34(2l(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given as Annexure-VI. 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.

34. 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-VI!.

35. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to provisions of section 135(11 of the Companies 10 NMDC STEEL LIMITED

Act, 2013 every Company having net worth of Rs. 500 crore or more, or turnover of Rs. 1000 crore or more, or net profit of Rs. 5 crore or more in the immediately preceding financial year are required to constitute CSR Committee. On the basis of aforesaid financial parameters, the Company did not fall under any of the aforesaid criteria during the financial year 2022-23. Therefore, the provisions of the CSR were not applicable to the Company for the financial year 2022-23.

However, the provisions of the CSR are applicable on the Company for the financial year 2023-2024 due to the net-worth of the Company is more than 500 Crore.

5ince the Company has not commenced its commercial operation during the Financial 2022-23 thus the Company has not earned any profit, therefore it is not required to constitute CSR Committee.

The CSR policy of the Company is under preparation and will be placed on the website of the Company http://www.nmdcsteel.nmdc.co.in.

36. FRAUD REPORTED UNDER SECTION 143(12):

During the financial year the Company, there were no cases occurred which is falling under seclion 143112) of the CompaniesAct.2013.

37. PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year, no application was made by the Company or proceeding was pending against the Company under the Insolvencvand BankruptcyCode, 2016.

38. DIFFERENCE IN VALUATION AT THE TIME OF ONETIME SETTLEMENT AND VALUATION WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

No one time settlement was done or loan was taken from the Banks or Financial Institutions and hence no valuation in this regard was done during the year.

39. ACKNOWLEDGEMENT:

The Board acknowledges the assistance, support and valuable guidance given to the Company by Ministry of Steel, Government of India, NMDC Ltd, Shareholders, Bankers/Lenders, Investors, Vendors. Auditors, Consultants, State and Central Government authorities and stake holders of the Company. The Board also wholeheartedly acknowledges and appreciates the dedicated efforts and commitment of all employees of the Company.

FOR. NMDC Steel Limited Amitava Mukherjee

Chairman & Managing Director (Addl. Charge) DIN:08265207

Date: 22nd July. 2023 Place: Hyderabad