Your Directors take pleasure in presenting the 39^th Annual Report along with the Audited Financial Statements of the Company for the
Financial Year 2024-25 ended 31^st March, 2025.

Despite industry-wide challenges—ranging from raw material volatility and energy cost escalation to supply chain disruptions and economic
uncertainty—SUNFLAGSTEEL has delivered stable financial performance, maintained operational excellence, and reinforced its
commitment to quality, innovation, and sustainability.

During the financial year 2024-25, the Company's total income increased by 3.82%, accompanied by an increase of 16.54% in profit
before tax as compared to the previous financial year.

1. FINANCIAL RESULTS AND STATE OF AFFAIRS

The summarised Financial Results for the year are as follows :- in Lakh, except EPS

# Other Comprehensive Income (Net of Taxes) includes MTM gain on Equity Shares held by the Company in LMEL recognized at its fair
value.

2. FINANCE

The Total Income of your Company for the Financial Year 2024-25 stood at ' 3,55,205 Lakh as compared to ' 3,42,135 Lakh of the
previous Financial Year. Your Company has ended the Financial Year 2024-25 with a profit after tax from the ordinary activities of
' 16,175 Lakh as against the previous Financial Year's ' 14,161 Lakh.

The Earnings Per Share (EPS) for the year increased to ' 8.98 from ' 7.86 in the previous year, indicating improved shareholder value
and operational efficiency. After taking into account the brought forward profit of ' 2,46,073 Lakh, your Company has carried forward an
amount of ' 2,63,994 Lakh to the Balance Sheet.

3. DIVIDEND

Your Board of Directors recommend the payment of Final Dividend @7.5% (i.e. ' 0.75/- per share) on Equity Shares of Face Value of
' 10/- ( ' Ten) each for the Financial Year ended 31^st March, 2025.The payment of dividend is subject to the approval of members at the
ensuing Annual General Meeting ('AGM') and deduction of income tax at source.

Upon approval at the AGM, the Dividend will be paid to those members whose names will appear in the Register of Members/ Beneficial
Owners as at the close of business hours on 12^th September, 2025 i.e. Record Date.

4. DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended ('Listing Regulations') the Board of Directors of the Company (the 'Board') has formulated and adopted
the Dividend Distribution Policy ('Policy').

The Policy is available on the Company's website www.sunflagsteel.com and can be accessed at: https://sunflagsteel.com/wp-
content/uploads/2021/06/SISCO-Dividend-Distribution-Policy.pdf

5. SHARE CAPITAL

During the Financial Year 2024-25 under review, there is no change in the capital structure of the Company and accordingly, the issued,
subscribed and paid-up Share Capital of the Company stood at ' 1,80,21,94,480/- divided into 18,02,19,448 equity shares of face value
of ' 10/- each, as on 31^st March, 2025.

6. MARKET SCENARIO

Indian steel industry witnessed robust growth over the past 12 years. India, the world's second-biggest crude steel producer remains a
bright spot globally with robust demand from its construction and automotive sectors. Steel consumption in India jumped 11.1 per cent to
152 million metric tons during FY 24-25, reflecting buoyant demand for the alloy in one of the world's fastest-growing economies.

India's steel demand is likely to stay strong as the government expects economic growth will outpace the global economy in the next
fiscal year. During FY 24-25, India's finished steel exports were at 4.9 million metric tons, down by 35.1 per cent on year. Crude steel

output stood at 149.4 million metric tons, growth of 4.04% from earlier year and Finished steel output stood at 146.7 million metric tons
with growth of 5.4% from earlier year.

India remains the world's second-largest steel producer and one of the strongest demand drivers, with steel demand expected to grow
by 8.5% in 2025 according to the World Steel Association. The Indian government aims to increase steel production capacity to 300 MT
by 2030-31 and 500 MT by 2047, according to the PIB. Demand is expected to reach 200-210 million tonnes by 2030, driven by strong
expansion in steel-intensive sectors such as infrastructure, housing, transportation, power and renewable energy.

Sunflag is now looking forward to expand its market base in other segments viz. Aero space, Defense, nuclear & thermal energy boiler
applications where super alloy steel are consumed. Besides, the Company is also looking forward to acquire coal, iron ore and other
mines with the intention to increase its business volume.

7. COMPANY’S OPERATIONS OR OVERALL WORKING PERFORMANCE

During the Financial Year 2024-25 under review, the operational (production) details of the Company are as under:

Drrvrli mtirvn in MT *anrl Dau/oi* in I oLh HA/h

8. PROJECTS
Steel Plant:-

The Company during the year commissioned its Blooming mill. Few approvals from customers for super alloy products have been
received and accordingly the Company is now developing various grades of steel to cater to these customers.

Subsidiary Companies :-

Sunflag Power Limited [CIN - U31200MH2003PLC0448189]

There were no specific developments or updates for reporting and the process of obtaining necessary approvals were continued for
implementation and commencement of operations of Hydro Power Project of the Company at Hanol-Tuini in the State of Uttarakhand.
Khappa Coal Company Private Limited [CIN - U10100MH2009PTC191907]

In view of order of the Hon'ble Supreme Court of India dated 24^th September, 2014, the Khappa & Extn. Coal Block which was allocated
to Khappa Coal Company Private Limited, stood de-allocated with immediate effect. The closure of the said Company solely depends
upon the outcome of final decision regarding bank guarantee and compensation from the appropriate authorities.

Sunflag Foundation [CIN - U74999MH2017NPL289961]

Sunflag Foundation, a Section 8 Company (a Company not for profits) was incorporated on 27^th January, 2017 as a Wholly-owned
Subsidiary of Sunflag Iron and Steel Company Limited. The said Company was appointed as an implementing Agency to carry out the
Corporate Social Responsibility (CSR) activities as per CSR Policy of the Company within the framework of applicable provisions of law.
Associate / Joint Venture (JV) Companies:-

Madanpur (North) Coal Block Private Limited [CIN-U10101CT2007PTC020161] and C T Mining Private Limited [CIN -
U10100JH2008PTC013329]

In view of order of the Hon'ble Supreme Court of India dated 24^th September, 2014, the Coal Block(s) which were allocated to Madanpur
(North) Coal Block Private Limited in the state of Chhattisgarh and to C T Mining Private Limited in the state of Jharkhand, stood de¬
allocated with immediate effect. The closure of the said Companies solely depends upon the outcome of final decision regarding bank
guarantee and compensation from the appropriate authorities.

Daido D.M.S. India Private Limited [CIN - U28113HR2015FTC054839]

Daido D.M.S. India Private Limited, is a Joint Venture (JV) Company of Sunflag Iron and Steel Company Limited, Daido Steel Co. Ltd.,
Japan and Daido Die and Mold Steel Solutions Co. Ltd., Japan. The JV Company is engaged in the business of manufacturing, import,
export and distribution in die, mold steel (tool steel and other metallic materials), processed products and mold parts. The Company is in
operation.

During the Financial Year 2024-2025 Daido D.M.S. India Private Limited reported the total income of ' 5952.72 Lakh as compared to
' 6060.59 Lakh in the previous Financial Year. Further the Net Loss for the year under review was ' 7.47 Lakh as compared to Net
Profit of ' 531.36 Lakh in the previous Financial Year
Ramesh Sunwire Private Limited [CIN - U28999MH2016PTC287281]

Sunflag jointly with Stumpp Schuele & Somappa Springs Private Limited, Bengaluru has formed and incorporated a Joint Venture (JV)
Company - Ramesh Sunwire Private Limited on 31^st October, 2016 in the state of Maharashtra. The main object of the JV Company is
manufacturing high quality of alloy steel wire for automobile and auto component industries, both in domestic and export market. The
Company is in operation.

During the Financial Year 2024-2025 Ramesh Sunwire Private Limited reported the total income of ' 3659.90 Lakh as compared to
' 3470.31 Lakh in the previous Financial Year. Further the Net Profit for the year under review was ' 100.01 Lakh as compared to
' 122.60 Lakh in the previous Financial Year.

ReNew Green (MPR Three) Private Limited [CIN - U40106DL2022PTC400111]

Sunflag jointly with Renew Green Energy Solution Pvt. Ltd. has formed a Joint Venture (JV) Company - ReNew Green (MPR Three)
Private Limited for setting up 71.34 MW Solar Photovoltaic Power Project at Village-Bagapur, Yawatmal, Maharashtra. During the
period under review Sunflag has invested INR 24,86,60,220/- by subscribing shares of JV Company. Consequently, as on 31^st March,
2025 the Company has total investment of INR 33,90,48,000 (INR Thirty-three Crore Ninety Lakh Forty-eight Thousand) constituting
31.2% in the capital of the said JV Company. During the Period under review Company has commenced its Photovoltaic Power Project.
Present Status of Coal and Mineral Mines:-

9. NATURE OF BUSINESS ACTIVITIES AND CHANGES THEREOF

During the Financial Year 2024-25 under review, the Board of Directors, though exploring addition to existing business and commercial
activities, but till date there is no change in nature of business and commercial activities of the Company. As such, no specific details
regarding change in nature of business activities are required to be given or provided.

10. PUBLIC DEPOSITS

During the Financial Year 2024-25 under review, the Company has neither invited nor accepted any public deposits within the meaning
of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (as amended). As
such, no specific details prescribed in Rule 8(5) of the Companies (Accounts) Rules, 2014 (as amended) have been given or provided.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The changes amongst the Board of Director/s including Executive Director/s and Key Managerial Personnel during the period under
review are as follows:

I. CHANGES RELATED TO THE PROMOTER DIRECTOR(S):

There has been no change in relation to the Promoter Director(s) during the year.

II. CHANGES RELATED TO THE EXECUTIVE DIRECTOR/S AND KEY MANAGERIAL PERSONNEL (KMP):

Pursuant to the provisions of Section 152 and all other applicable provisions, if any, of the Companies Act, 2013 ('the Act') read with
the Rules made there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), the
Members of the Company, on the recommendation of the Nomination and Remuneration Committee (NRC) and the Board of

Directors, at their 38^th Annual General Meeting held on 27^th September, 2024 consented to the re-appointment of Mr. Ramchandra
Vasant Dalvi (DIN: 00012065), Director (Technical) (Category - Non-Promoter, Executive) of the Company who retired by rotation
and being eligible offered himself for re-appointment.

III. CHANGES RELATED TO THE INDEPENDENT DIRECTOR/S:

There has been no change in relation to the Independent Director(s) during the year.

IV. PROPOSED CHANGES RELATED TO DIRECTOR/S TO BE PLACED BEFORE THE MEMBERS FOR THEIR APPROVAL :

1. Pursuant to Section 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (as
amended), Mr. Suhrit Bhardwaj (DIN: 02318190), Director [Category - Non-Independent, Non-Executive] of the Company, who
retires by rotation and being eligible, offers himself for re-appointment. The Board recommends his re-appointment as a
Director (with existing category) of the Company for the approval of the Members at the ensuing 39^th Annual General Meeting in
the interest of the Company.

2. Pursuant to provisions of Section 196, 197, 198, 203 and other applicable provisions, if any, of the Act, Schedule V to the Act,
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory
modifications and/or re-enactment thereof for the time being in force) and the Listing Regulations, the Board of Directors at its
203^rd Meeting held on 11^th August, 2025, on the recommendation of the Nomination and Remuneration Committee (NRC) of the
Board, has approved and recommended the reappointment of Mr. Pranav Bhardwaj (DIN -00054805), as the Managing
Director (Category - Promoter, Executive), designated Key Managerial Personnel of the Company not liable to retire by rotation
for a further period of five (5) years effective 17^th January, 2026, in the interest of the Company.

3. The first term of CA Vinita Bahri (DIN: 03109454), as a Director (Category - Non-executive, Independent) of the Company, is
expiring on 20^th September, 2025. Pursuant to Section 149, 152 of the Act, Schedule IV to the Act, read with the Companies
(Appointment and Qualification of Directors) Rules, 2014 (as amended) and the Listing Regulations, the Board of Directors, on
the recommendation of Nomination and Remuneration Committee, recommends the re-appointment of CA Vinita Bahri, as a
Director (Category - Non-executive, Independent) not liable to retire by rotation, to hold the office for a fixed second term of five
(5) consecutive years, from 21^st September, 2025 till 20^th September, 2030.The Company has received a self-declaration from
CA Vinita Bahri to the effect that she meets the criteria of independence as provided in Section 149(6) of the Act and Regulation
16(1)(b) of the Listing Regulations.

4. The first term of CA Mattegunta Anjani Venkatramana Goutham (DIN: 00101447), as a Director (Category - Non-executive,
Independent) of the Company, is expiring on 11^th August, 2025. Pursuant to Section 149, 152 of the Act, Schedule IV to the Act,
read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended) and the Listing Regulations,
the Board of Directors, on the recommendation of Nomination and Remuneration Committee, recommends the re-appointment
of CA M. A. V. Goutham , as a Director (Category - Non-executive, Independent) not liable to retire by rotation, to hold the office
for a fixed second term of five (5) consecutive years, from 12^th August, 2025 till 11^th August, 2030.The Company has received a
self-declaration from CA M. A. V. Goutham to the effect that he meets the criteria of independence as provided in Section 149(6)
of the Act and Regulation 16(1)(b) of the Listing Regulations.

5. The first term of Mr. Tirthnath Indranath Jha (DIN: 07593002), as a Director (Category - Non-executive, Independent) of the
Company, is expiring on 2^nd September, 2025. Pursuant to Section 149, 152 of the Act, Schedule IV to the Act, read with the
Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended) and the Listing Regulations, the Board of
Directors, on the recommendation of Nomination and Remuneration Committee, recommends the re-appointment of Mr.
Tirthnath Indranath Jha, as a Director (Category - Non-executive, Independent) not liable to retire by rotation, to hold the office
for a fixed second term of five (5) consecutive years, from 3^rd September, 2025 till 2^ndSeptember, 2030.The Company has
received a self-declaration from Mr. Tirthnath Indranath Jha to the effect that he meets the criteria of independence as provided
in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

The Company has also received the self-declaration/s from Mr. Suhrit Bhardwaj, Mr. Pranav Bhardwaj, CA Vinita Bahri, CA M. A.

V. Goutham and Mr.Tirthnath Jha, inter-alia to the effect that, (i) they were/are not disqualified from being appointed as the
Director of the Company in terms of the provisions of Section 164 of the Act and have submitted their consent to act as the
Director of the Company; (ii) they were or are not debarred from holding the office of the Director pursuant to any order of the
SEBI or such other authority in terms of SEBI's Circular No. LIST/COMP/14/2018-19 dated 20^th June, 2018 on the subject
“Enforcement of SEBI Orders regarding appointment of Directors by listed Companies”.

The Company has received a notice in writing under Section 160 of the Act from Members proposing the candidatures of Mr. Pranav

Bhardwaj, CA Vinita Bahri, CA M. A. V. Goutham and Mr.Tirthnath Jha for the office of the Directors of the Company.

Except the above, there is no change in the composition of the Board of Directors during the period under review.

12. NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2024-25 under review, 4 meetings of the Board of Directors of the Company were held on (i) 24^th May, 2024, (ii)

12^th August,2024, (iii) 12^th November, 2024 and (iv) 13^th February, 2025, the details of which are given in the Corporate Governance

Report, which forms part of the Board's Report.

13. DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors confirms:-

i. That in the preparation of the Annual Accounts (Financial Statements), the applicable Accounting Standards had been followed
along with proper explanation, relating to material departures;

ii. That the Directors had 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 Financial Year;

iii. That the Directors had 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;

iv. That the Directors had prepared the Annual Financial Statements on a going concern basis;

v. That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls
were adequate and operating effectively; and

vi. That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and regulations and
that such systems were adequate and operating effectively.

14. COST RECORDS

Pursuant to the amendment to the Companies (Accounts) Rules, 2014 vide MCA's Notification dated 31^st July, 2018, the Board of
Directors do confirm that the maintenance of cost records as specified by the Central Government under Sub-section (1) of Section 148
of the Act, is required by the Company and accordingly, such accounts and records are made and maintained by the Company for the
Financial Year 2024-25.

15. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Company has prepared the Business Responsibility and Sustainability
Report for the year 2024-25, which forms a part of this Annual Report and has also been disseminated on the Company's website and
can be accessed at www.sunflagsteel.com.

16. COMMITTEE(S) OF THE BOARD

The Board has constituted all the requisite Committee(s) of the Board, namely Audit Committee, Nomination and Remuneration
Committee, Stakeholders' Relationship Committee, Corporate Social Responsibility (CSR) Committee, Share Transfer Committee,
Risk Management Committee, Project Monitoring Committee and Sub-committee of the Board, pursuant to the provisions of the Act,
read with the rules made there under, the Listing Regulations etc. The details of its constitution, objective or terms of reference and other
related information have been provided in the Corporate Governance Report, which forms part of the Board's Report.

17. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the
independence of the Board, and separate its functions of governance and management. As of 31^st March, 2025, the Board had Ten (10)
members, two of whom are executive directors, two non-executive and non-independent directors and six independent directors. Two
of the independent directors on the Board are women. The details of Board and Committee composition, tenure of directors, areas of
expertise and other details are available in the Corporate Governance Report, which forms part of the Board’s Report.

The policy of the Company on directors' appointment and remuneration, including the criteria for determining qualifications, positive
attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Act, is available on our
website at https://sunflagsteel.com/wp-content/uploads/2020/02/Remuneration-Policy-SISCO.pdf

18. RISK MANAGEMENT

The Risk Management Committee assists the Board in ensuring that all material risks including but not limited to the risks related to
business operations, cyber security, safety, compliance, control etc. have been identified, assessed and adequate risks mitigation
controls are in place. The details of Risk Management Committee, its constitution, objective/ terms of reference and other related
information have been provided in the Corporate Governance Report, which forms part and parcel of the Board's Report.

The Company has developed and implemented Risk Management Policy including identification therein of elements of risk, which in the
opinion of the Board may threaten the existence of the Company. The Risk Management Policy is available on the Company's website
at www.sunflagsteel.com.

19. AUDITORS

I. STATUTORY AUDITORS AND THEIR REPORT

M/s. NSBP & Co., Chartered Accountants, New Delhi (ICAI Firm Registration No. 001075N, Peer Review Certificate No. 009284),
were appointed as the Statutory Auditors of the Company at the 34^th Annual General Meeting (AGM) of the Company held on 21^st
September, 2020 for a fixed first term of 5 years from the conclusion of 34^th Annual General Meeting until the conclusion of the 39^th
Annual General Meeting to be held for the Financial Year 2024-25.

The tenure of M/s. NSBP & Co., Chartered Accountants, New Delhi as Statutory Auditor will complete on the conclusion of this 39^th
Annual General meeting.

The Board of Directors on the recommendation of the Audit Committee has approved and recommended for the approval of the
Members at the ensuing 39^th Annual General Meeting of the Company, the appointment of M/s. Lodha & Co. LLP, Chartered
Accountants, New Delhi (ICAI Firm Registration No. 301051E/E300284; Peer Review Certificate No. 016523), as the Statutory
Auditors in place of M/s. NSBP & Co., Chartered Accountants, New Delhi for a period of 5 (Five) years, to hold such office from the
conclusion of 39^th Annual General Meeting till the conclusion of 44^th Annual General Meeting to be held for the Financial Year 2029¬
2030.

The appointee Statutory Auditors have furnished a Certificate of their consent, qualification and eligibility for appointment under
Section 139 and 141 of the Companies Act, 2013 read with the rules and regulations made thereunder.

The Independent Auditors' Report (Standalone and Consolidated) submitted by M/s. NSBP & Co., Chartered Accountants, New
Delhi, the Statutory Auditors to the Members of the Company for the Financial Year 2024-25 do not contain any qualification. The
observations made by the Statutory Auditors in their report are self-explanatory and have also been further amplified in the Notes to
the Financial Statements and as such, do not call for any explanations.

During the Financial Year 2024-25 under review:

a) there has been no fraud occurred, noticed and/or reported by the Statutory Auditors under Section 143(12) of the Act, read with
_the Companies (Audit and Auditors) Rules, 2014 (as amended);_

b) the observations made by the Statutory Auditors on the financial statements for the Financial Year 2024-25 under review including
the affairs of the Company are self-explanatory and do not contain any qualification, reservation, adverse remarks or disclaimer.

As such, no specific information, details or explanations are required to be given or provided by the Board of Directors of the Company.

II. COST AUDITORS AND THEIR REPORT

Pursuant to Section 148 of the Companies Act, 2013, the Board of Directors, on the recommendation of the Audit Committee of the
Company, has appointed M/s. G. R. Paliwal & Company, Cost Accountants, Nagpur (Firm Registration No. 100058), as the Cost
Auditors of the Company, for the Financial Year 2025-26 and has also recommended their remuneration to the Members of the
Company for their ratification at the ensuing 39^th Annual General Meeting of the Company.

Pursuant to the applicable provisions of the Act read with the Rules made there under, the Statements, Annexures, Proforma,
annexed to the Cost Audit Report in Form No. CRA-3, required to be submitted by the said Cost Auditors with the Central
Government in e-Form No. CRA-4, for the Financial Year 2023-24 was filed vide SRN F97897292 dated 30^th August, 2024.
Moreover, the Statements, Annexures, and Proforma annexed to the Cost Audit Report in Form No. CRA-3, to be submitted by the
said Cost Auditors with the Central Government in e-Form No. CRA-4, for the Financial Year 2024-25, do not contain any adverse
remarks and qualifications, is self-explanatory and do not call for any further explanation/s by the Company.

III. SECRETARIAL AUDITORS AND THEIR REPORT

M/s. Mukesh Parakh & Associates, Company Secretaries, Nagpur [Unique Identification Number S2015MH344000], who were
appointed as the Secretarial Auditors of the Company, for the Financial Year 2024-25, resigned as the Secretarial Auditor of the
Company, effective 03 June, 2025, due to personal reasons.

Therefore, the Board of Directors of the Company at its 202^nd Meeting held on 21^st July, 2025 has appointed M/s. DM & Associates
Company Secretaries LLP, Mumbai [Firm Registration Number L2017MH003500 and Peer Review Certificate No 6584/2025], as
the Secretarial Auditors of the Company for the Financial Year 2024-25.

The Secretarial Audit Report in Form No. MR-3 submitted by the said Secretarial Auditors is attached as an Annexure - III, which
forms an integral part of the Board's Report, do not contain any adverse remarks and qualifications, is self-explanatory and do not
call for any further explanations by the Company.

Further, the Board of Directors on the recommendation of the Audit Committee has approved and recommended for the approval of
the Members at the ensuing 39^th Annual General Meeting of the Company, the appointment of M/s. DM & Associates Company
Secretaries LLP, Mumbai [Firm Registration Number L2017MH003500 and Peer Review Certificate No 6584/2025], as the
Secretarial Auditors of the Company for a period of 5 (Five) years, to hold such office from the conclusion of 39^th Annual General
Meeting till the conclusion of 44^th Annual General Meeting to be held for the Financial Year 2029-2030.

IV. INTERNAL AUDITORS AND THEIR REPORT

M/s. S. S. Kothari Mehta & Co., Chartered Accountants, New Delhi (ICAI Firm Registration No. 000756N) were appointed as the
'Internal Auditors' of the Company for the Financial Year 2024-25.

The Internal Audit finding/s and report/s submitted by M/s. S. S. Kothari Mehta & Co., Chartered Accountants, New Delhi, from time
to time, during the Financial Year 2024-25 put before the Audit Committee of the Company, do not contain any adverse remarks and
qualifications and they are self-explanatory and do not call for any further explanation/s by the Company.

Further, the Board of Directors at its meeting held on 27^th May, 2025,on the recommendation of the Audit Committee, has appointed
M/s. Pricewaterhousecoopers Services LLP (LLPIN: AAI-8885) as the 'Internal Auditors' of the Company for the Financial Year
2025-26.

20. PERSONNEL / PARTICULARS OF EMPLOYEES

The information required to be provided pursuant to the provisions of Section 197 of the Act, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a) The ratio of the remuneration of each Executive Director to the median remuneration of the employees of the Company for the

st

b) The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Head Company
Secretary in the Financial Year 2024-25 ended on 31^st March, 2025:

c) The percentage increase in the median remuneration of employees in the Financial Year 2024-25 ended 31^st March, 2025: 4.63%.

d) The number of permanent employees on the rolls of Company as on 31^st March, 2025: 1247.

e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last Financial
Year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration:

• The average percentage increase in the salary of the Company's employee excluding Managerial Personnel was 14.81%. The
percentage increase in salary of Managerial personnel during the period was 14.50%.

f) Affirmation: Remuneration paid to Director/s, Key Managerial Personnel and Employees of the Company is as per the
remuneration policy of the Company.

g) Statement of Particulars of Employees as per Section 197 of the Act, read with rule 5(2) and (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 as amended, and forming part of the Directors' Report for the year ended 31^st
March, 2025 is as below:

Note :

i. Remuneration includes Salary and allowances. In the case of Mr. Pranav Bharadwaj, it includes Salary, allowances and
commission.

ii. None of the above employees are related to any Director or Manager except Mr. Pranav Bhardwaj, Managing Director who is
relative of Mr. Ravi Bhushan Bhardwaj, Non-executive Chairman and Mr. Suhrit Bhardwaj, Non-executive, Non-Independent
Director of the Company.

iii* Mr. Brijendra Kumar Tiwari joined the Company w.e.f. 27^th November, 2024-hence, remuneration is only for the part of the Financial Year.

21. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be

disclosed under Section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in the Annexure - I

to this report.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013 (‘ACT’)

The particulars of Loans, Guarantees or investments given or made by the Company under Section 186 of the Act, are disclosed in the

Notes to the Financial Statements of the Company for the Financial Year 2024-25.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES

ACT, 2013 (‘ACT’)

a) Details of contracts or arrangements or transactions not at arm's length basis:

There are no such transactions and hence not applicable.

b) Details of contracts or arrangements or transactions at arm's length basis:

The details of contracts or arrangements or transactions in the ordinary course of business and at arm's length basis are as
given below:

Pursuant to clause (h) of sub-section (3) of Section 134 of the Act, and Rule 8(2) of the Companies (Accounts) Rules, 2014 (as
amended):

Note: Particulars of contracts or arrangements or transactions with related parties are not given in Form AOC-2, during the Financial Year 2024-25 under
review as the Company has not entered into any contracts or arrangements or transactions which are material in nature or are not at arm's length.

24. LISTING OF SHARES

The Equity Shares in the capital of the Company continued to be listed with and actively traded on BSE Limited (BSE) and National
Stock Exchange of India Limited (NSE). The listing fees for the Financial Year 2025-26 have been paid to both the Stock Exchanges
(BSE and NSE) within the stipulated time.

25. DEMATERIALISATION OF SHARES

As on 31^st March, 2025, there were 11,17,63,994 Equity Shares dematerialised through depositories viz. National Securities Depository
Limited (NSDL) and Central Depository Services Limited (CDSL), which represents about 62.02% of the total issued, subscribed and
paid-up capital of the Company.

26. ANNUAL RETURN

Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Act, the draft Annual Return for the Financial Year 2024-25 is available
on the Company's website www.sunflagsteel.com and same can be accessed at the web-link:https://sunflagsteel.com/wp-
content/uploads/2025/08/Annual-Return-March-2025.pdf

27. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The detailed information related to the dividend declared by the Company in the previous year/s together with the amount remained
unpaid or unclaimed, its transfer to the Investor Education and Protection Fund are provided in the Notes annexed to the Notice
convening the 39^th Annual General Meeting of the Company. To avoid repetition, the Shareholders of the Company are advised to refer
the said Notes for detailed information on the subject matter.

28. TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Ministry of Corporate Affairs (MCA) has notified “Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016” (the Rules), which have come into force from 7^th September, 2016. The said Rules, amongst other matters,
contain provisions for transfer of all shares in respect of which dividend has not been claimed for 7 consecutive years or more, in the
name of 'IEPF Demat Account'. Accordingly, the Company has so far transferred 31,69,315 Equity Shares constituting about 1.759% of

the total issued, subscribed and paid-up capital. The voting rights on these shares shall remain frozen till the rightful owner of such
shares claim the Equity Shares from the IEPF Authority. The IEPF Authority has laid down the detailed procedure for claiming both
Dividend as well as Equity Shares, by the Shareholders/ Investors of the Company.

29. CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of Corporate Governance and adhere to the Corporate Governance
practices or requirements as set out in the Listing Regulations by the sEbI, enforced through the Stock Exchange/s (BSE and NSE).
The Company has also implemented several best Corporate Governance practices as prevalent globally.

Your Board of Directors are pleased to report that your Company has complied with the SEBI Guidelines on Corporate Governance for the
Financial Year 2024-25 relating to the Listing Regulations. Certificates from CS Amit Rajkotiya, Company Secretaries, Nagpur [Membership
No. FCS-5561, COP No. 5162], confirming compliance with conditions as stipulated under Listing Regulations and Non-disqualification of
Directors are annexed to the Corporate Governance Report, which forms an integral part of the Board's Report of the Company.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company's Steel plant is located at Bhandara Road, Village Warthi, Tahsil Mohadi, District Bhandara in the State of Maharashtra. It
is located at a distance of about 12 kilometers from the Bhandara District Headquarters. The unit is surrounded by 7 villages in the radius
of 5 KMs. The Company is having its captive Coal Mines at Belgaon, Village Aathmurdi, District Chandrapur in the State of Maharashtra.
The Company's CSR activities as per its CSR Policy are to the best possible implemented in all the areas close to the manufacturing
facilities (Steel Plant) and coal mines of the Company.

All the activities and programs covered under SISCO CSR are being monitored by the CSR Committee and are implemented by the
CSR Sub-committee through an Implementing Agency.

Sunflag Foundation (CIN-U74999MH2017NPL28996l) - a Section 8 Company (A Company not for Profits) was incorporated on 27^th
January, 2017 as a Wholly-owned Subsidiary of Sunflag Iron and Steel Company Limited. The said Company has been appointed as an
implementing agency to carry out the Corporate Social Responsibility (CSR) activities as per CSR Policy of the Company within the
framework of applicable provisions of law.

Accordingly, Sunflag Foundation is implementing all the CSR activities, budget and accounts for the same, the manner in which the CSR
amount has been spent or to be spent, etc. and in turn, furnishes its report to the Company on regular basis. As required, the details
pertaining to the Corporate Social Responsibility (CSR) activities together with details of expenditure is enclosed as an Annexure - II,
which forms an integral part of the Board's Report of the Company.

31. CODES OF CONDUCT OF BUSINESS PRINCIPLES & ETHICS AND PREVENTION OF INSIDER TRADING AND OTHER CODES /
POLICIES

The Board of Directors are pleased to report that your Company has complied with the:-

i. Code of Conduct of Business Principles and Conduct;

ii. Code of Prevention of Insider Trading in Sunflag Securities by the designated persons [Insider] (as amended from time to time);

iii. Code for Vigil Mechanism - Whistle Blower Policy;

iv. Code for Independent Directors;

v. Corporate Social Responsibility (CSR) Policy;

vi. Risk Management Policy, which includes identification of elements of risk, if any, which in the opinion of the Board of Directors may
threaten the existence of the Company;

vii. Policy on Document Preservations (Regulation 9 of the SEBI (LODR) Regulations, 2015);

viii. Policy for determining of 'material' Subsidiary (Regulation 16 of the SEBI (LODR) Regulations, 2015);

ix. Policy on materiality of related party transaction/s and on dealing with related party transactions (Regulation 23 of the SEBI (LODR)
Regulations, 2015);

x. Policy for determination of materiality, based on specified criteria and accordingly, grant authorisation for determination of
materiality of events (Regulation 30 of the SEBI (LOdR) Regulations, 2015);

xi. Nomination and Remuneration Policy;

xii. Dividend Distribution Policy;

xiii. Sunflag Iron and Steel Company Limited Business Responsibility and Sustainability Policy; and

xiv. Sunflag policy for Quality, Environment, Health and Safety, Stakeholders' Engagement, Human Rights, Waste Management,
Biodiversity and Grievance Redressal of the Company.

The aforesaid code(s) and policy(ies) are available on the Company's website www.sunflagsteel.com.

32. MATERIAL DEVELOPMENT IN HUMAN RESOURCES
HUMAN RESOURCE

An improvement in employee productivity is the key focus area for the Company, whereby achieving benchmark performance in this
area, year on year, is a major goal for the Company led by its Human Resource Department.

The emphasis on the people of the organisation stems from the belief that human resource is the key factor to achieve success in any
business. Sunflag Steel has always been a front runner in its human resource practices with many pioneering policies in the area of
human resources. Our human resource practices are based on the values of Sunflag Steel with emphasis on respect, dignity, unity and
fostering a culture of togetherness.

Employees' competencies and skills were enhanced by exposing them to several internal and external training programs. Various
measures were taken to improve motivation level of each employee. As a result, many improvements were seen, where initiatives were
undertaken to bring about a change in culture and mind set of the workforce of the Company.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

Sunflag Iron and Steel Company Limited (“the Company”) has in place an Anti-Sexual Harassment Policy in line with the requirements of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and an Internal Complaints
Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

All employees (permanent, contractual, temporary, trainees, etc.) are covered under this Policy. Pursuant to the amendment to the
Companies (Accounts) Rules, 2014 vide MCA's Notification dated 31^st July, 2018, the Board of Directors do confirm that the Company
has complied with provisions relating to the constitution of an Internal Complaints Committee under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 [14 of 2013].

The Certificate by the Managing Director and Director (Technical) of the Company, to that effect is enclosed herewith as an Annexure -
IV and forms an integral part of the Board's Report of the Company.

HEALTH AND SAFETY

Health and safety remains the Company's highest priority and SUNFLAGSTEEL aspires to be the steel industry benchmark in health
and safety. The Health and Safety of the workforce is of utmost importance and hence the need was felt for the same to percolate from
the top leadership in the form of learning and experience-sharing.

Several initiatives were undertaken during the Financial Year to improve health and safety standards of the Company. Steps were taken
to improve competency and capability for hazard identification and risk management. Further, departmental safety coordinator/s are at
place for monitoring and training on safety related matters at shop-floor. The Safety Committee and Apex Committee are available for
periodical review on health, safety and environment of all department/s of the Company. As a part of regular assignment, training
programs on safety are being organised for New Joinee, as well as for regular employees and contract labour/s, and as a part of this,
mock-drills are conducted for practical exposure to meet emergency need on quarterly basis. The Safety signage, SOPs / Work
Instructions are displayed at various designated locations at the Works and Offices of the Company.

To ensure safety at work site, On-Line Safety Training is provided through “KIOSK” to concerned workers, mainly for safe working at
height, safety while Fork Lift operation, safe material handling with Hydra Cranes and to truck drivers.

After successful completion of safety training, safety pass is being issued to them, which is valid for 6 months.

33. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal control systems and procedures commensurate with the size and nature of business.
These procedures are designed to ensure:

a) that all assets and resources are used efficiently and are adequately protected;

b) that all the internal policies and statutory guidelines are complied with; and

c) that the accuracy and timing of financial reports and management information is maintained.

34. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between
the end of the Financial Year of the Company under review to which the financial statements relate and the date of this Board's Report.
As such, no specific details are required to be given or provided.

35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

During the Financial Year 2024-25, no significant and material order is passed by any of the Regulators or Courts or Tribunals impacting
the going concern status and the Company's operations in future. As such, no specific details are required to be given or provided.

36. COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors confirms that the Company, has duly complied with the applicable Secretarial Standards, namely Secretarial
Standard-1 ('SS-1') on Meetings of the Board of Directors and Secretarial Standard-2 ('SS-2') on General Meetings, during the Financial
Year 2024-25.

37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management
Discussion and Analysis, which forms part of this Report as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

38. OTHER DISCLOSURES

a) The details regarding Board and its Committee Meeting/s, Evaluation of Board performance, Self-Declaration by the Independent
Director/s, Remuneration policy for Director/s and KMP's, Induction, training and familiarisation programmes for the Director/s
including Independent Director/s and such other related information has been provided under the Corporate Governance Report,
which forms an integral part of the Board's Report of the Company.

b) During the year under review, there are no proceedings initiated/pending against your Company under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) which materially impact the business of the Company.

c) There were no instances where your Company required the valuation for one time settlement or while taking the loan from the
Banks or Financial institutions.

39. ENCLOSURES

a) Annexure - I : Report on Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo;

b) Annexure - II : Annual Report on Corporate Social Responsibility (CSR) activities together with expenditure details;

c) Annexure - III : Secretarial Audit Report in Form No. MR-3;

d) Annexure - IV : Certificate on Prevention of Sexual Harassment of Women at the Workplace and its Prohibition and Redressal.

40. ACKNOWLEDGEMENT

The Board of Directors acknowledge with thanks, co-operation and assistance received by the Company from the Shareholders,
Consortium and other Banks or Lenders, Central, State Government and Local Authorities, and other external agencies involved in the
overall business operations of the Company.

The Board of Directors also record its appreciation for the dedication of all the employees of the Company and their support and
commitments to ensure that the Company continues to grow.

For and on behalf of the Board
Pranav Bhardwaj Ramchandra Vasant Dalvi

Place : Nagpur

Managing Director Director (Technical)

^Date : ^{11 August}, ²⁰²⁵ Din - 00054805 DIN- 00012065