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PERFORMANCE

During the year under review, the Company recorded Gross Sales of 46,666.07 lakhs as against 41,691.38 lakhs in the previous year, reflect ing an increase of 11.93% over the previous year. The Company incurred a loss of 1,596.89 lakhs during the year under review as compared to a profit of 14,879.22 lakhs in the previous year. The loss during the year was mainly attributable to the disposal of the charged assets pursuant to enforcement of the charge by the Lender, owing to the Company's inability to repay the outstanding debt. The disposal resulted in disruption of the Company's operations and adversely affect ed its overall financial performance.

FUTURE OUTLOOK

The Company is in the process of transferring its assets to the lenders in compliance with the Award dated 24.11.2025. This decision follows careful analysis and is aimed at reducing the Company's debt liability and securing its long-term prosperity.

The Company is also entering the trading business in iron, metals, steel and related products. With its long experience in the iron and steel industry, the Company sees trading as a way to diversify and expand its revenue-generating activities, and to take up market opportunities as they arise, either on its own account or on behalf of others. This will help the Company keep its business going and improve its earnings while it reduces its debt.

CAPITAL & RESERVES

During the year there is no change in the capital of the Company. Company has not transferred any amount to the General Reserve.

DIVIDEND

In view of inadequate profit during the year, Board of Directors has not recommended Dividend for distribution.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year under review. However, the Company proposes to undertake the business of trading in iron, metals, steel and related products, subject to the approval of the Members by way of a Special Resolution for alteration of the Objects Clause of the Memorandum of Association at the ensuing Annual General Meeting.

BOARD MEETINGS

During the financial year, 6 (Six) meetings of Board of Directors of the Company and one meeting of the Independent Directors were held.

AUDIT COMMITTEE

The Audit Committee comprises 3 (three) members, namely Ms. Kusum Naruka, Independent Director, Mr. Suraj Prakash Choudhary, Independent Director and Mr. Dinesh Kumar Yadav, Executive Director. Ms. Kusum Naruka is the Chairperson of the Committee. The Audit Committee has the powers and authority as provided under the provisions of the Companies Act, 2013 and Regulation 18 of SEBI (LODR) Regulations, 2015, in accordance with the terms of reference specified by the Board of Directors from time to time. The Board has accepted all the recommendations of the Committee made during the year. During the year, 5 ( ve) meetings of the Audit Committee were held and the Committee reviewed the related party transactions periodically.

Subsequent to the year-end, Ms. Kusum Naruka, Member and Chairperson of the Audit Committee, resigned with effect from June 03, 2026. Consequent thereto, Mr. Suraj Prakash Choudhary, existing Member of the Committee, was designated as Chairperson of the Audit Committee, and Mrs. Palak Jindal was appointed as a Member of the Audit Committee with effect from August 08, 2026.

EXTRACT OF ANNUAL RETURN

The draft Annual Return in form MGT-7 for the Financial Year 2025-26 as per the provisions of Companies Act, 2013 and Rules thereto, is available on the Company's website at https://www.novaironsteel.com/notices.htm

AUDITORS AND AUDITORS' REPORTS

The Company have appointed M/s MNRS & Associates, Chartered Accountants, New Delhi (FRN: 018340N) as Statutory Auditors of the Company in Annual General Meeting held on 30/11/2022 for a term of ve consecutive years to hold the office from the conclusion of 30 th Annual General meeting until the conclusion of the 35 th Annual General Meeting.

The Auditors in their Report to the members, in pursuant to section 134(3)(f) of Companies Act, 2013, have not made any quali cation(s) or reservation(s) or observation(s) on Annual Accounts for the year ended 31st March, 2026 except:

a) The Company has not facilitated us with direct balance confirmation s from outstanding trade receivables of Rs. 513.36 lakhs, trade payables of Rs. 185.54 lakhs, security deposits of Rs. 171.95 lakhs, advances from customers of Rs. 98.00 lakhs and advances to suppliers of Rs. 885.68 lakhs (including capital advances of Rs. 167.86 lakhs) as a result of which reconciliation process and consequential adjustments (if any) has not been carried out. Accordingly, we are unable to comment on the carrying value of such items in the financial statements and their possible effect s on the financial position of the company. Further, with regards to the security deposits of the company, the company in the absence of sufficient information, were not able to comply with the requirements of Ind AS 109 in measuring such deposits at amortised cost. Accordingly, we cannot comment on the carrying amount of these balances and their consequential impact on financial position of the company in the absence of sufficient information.

b) We draw your attention to the Note No.17, referring to the unsecured borrowings of the company from other parties aggregating to Rs. 6,038.41 lakhs outstanding as at March 31, 2026 in respect of which confirmation s from the respective lenders have not been facilitated. Further, due to non-availability of loan agreements and other audit evidence, we cannot comment on the adjustments, if any, that may be required to carrying value of the aforesaid balances in the standalone financial statements along with the impact on nance costs, classification into current and non-current borrowings, secured and unsecured borrowings and related disclosures as required under Schedule - III to the Companies Act, 2013 and applicable Ind AS.

c) We draw your attention to the Note No.7, referring to the investments held by the company aggregating to Rs. 308.66 lakhs as at balance sheet date, the company has not determined fair value of such investments at balance sheet date resulting in non-compliance of Ind AS 109.

d) The Company has not established an internal control system to identify suppliers registered under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act).

In the absence of such a system, we are unable to comment on the amount of interest, if any, payable under the provisions of the MSMED Act, 2006 and the appropriateness of disclosure requirements related to suppliers registered under MSMED Act, 2006 in the standalone financial statements.

e) Referring to Note No. 48(d), the company has disposed-o charged assets in favour of Shree Balaji Steel and Metal Private Limited ('lender'). The disposal has been made on account of enforcement of charge by the lender due to company's inability to repay its debt.

The required approvals have been obtained in Annual General Meeting held on September 17, 2025 which is not in terms of applicable regulation of SEBI (LODR) Regulations, 2015. In the absence of compliances with applicable regulation, we are unable to comment on the possible consequence of the same.

In reply to the above qualification/observations/comment of the Auditors, Board of Directors states report that:

(a) The Company has sent confirmation letters to the outstanding trade receivables, trade payables, security deposits, advances from customers and advances to suppliers during the current year. However, no responses have been received till date. The Company shall continue to obtain confirmation s and reconcile the outstanding balances. Further, the Company shall take necessary steps to comply with the requirements of Ind AS 109 with respect to measurement of security deposits at amortised cost. The requisite information already available with the Company has been provided to the Auditors and any further information, as required, shall be provided in due course.

(b) The Company is in the process of obtaining confirmation s from the respective lenders in respect of the outstanding unsecured borrowings and compiling the relevant supporting documents. The Company shall provide the confirmation s, loan agreements and other requisite information to the Auditors for necessary veri cation and reconciliation of the balances and related disclosures.

(c) Since the nancials of the investee companies are not available for the year ended 31.03.2026 for valuation. However, valuation for the year ended 31.03.2025 has been provided to auditor wherein there are not many changes in the nancials of the investee company. The company will try to adhere with the opinion made by the auditor with respect to measuring the fair value of investments and will provide the information in near future.

(d) The Company will try to adhere with the opinion made by the auditor and in process to establish an internal control system to identify suppliers registered under the Micro, Small and Medium Enterprises Development Act, 2016 (MSMED) Act.

(e) The Company has taken note of the observation of the Statutory Auditors regarding compliance with the applicable provisions of the SEBI (LODR) Regulations, 2015 in respect of the disposal of charged assets pursuant to enforcement of charge by the Lender. In this regard, it is clarified that the disposal of assets was undertaken pursuant to the order dated 08.11.2024 passed by the Commercial Court, Raipur, in an Execution Case, which required compliance within a compressed timeline to satisfy the decretal liability of Rs. 115,01,98,263/- owed to M/s Shree Balaji Steel and Metal Private Limited. Given the enforcement nature of the proceedings and the urgency mandated by the Court, it was not practicable for the Company to obtain shareholder approval under Section 180(1)(a) of the Companies Act, 2013, prior to the transfer. The Company accordingly placed the matter before its shareholders at the Annual General Meeting held on September 17, 2025, and obtained approval. The Company shall continue to take necessary steps to ensure compliance with the applicable regulatory requirements going forward.

Emphasis of Matter is for the information of shareholders and does not constitute quali cation. Comments otherwise, if any, are self-explanatory and do not call for any explanation.

Auditors have not reported any fraud under section 143 (12) during the year.

SECRETARIAL AUDITOR

In terms of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (Listing Regulations), Board of Directors on the recommendation of the Audit Committee had appointed M/s K.V. Bindra & Associates, Practicing Company Secretaries (Membership No. 10074, COP No. 12962), as the Secretarial Auditor of the Company, to hold office for a term of 5 ( ve) consecutive years commencing from FY2025-26 to FY2029-30 to undertake Secretarial Audit of the Company

The Secretarial Audit Report for the Financial Year ended on 31st March, 2026, as provided by M/s K.V. Bindra & Associates, Company Secretaries, is also annexed to this Report, in the prescribed Form MR-3, as 'Annexure-1'. The Secretarial Audit Report does not contain any quali cation, reservation, observation, adverse remark or disclaimer.

COST AUDIT

Pursuant to Section 148(1) of the Companies Act, 2013, Company is required to maintain cost records as specified by the Central Government and accordingly such accounts and records are made and maintained. Accordingly, the Board of Directors in its meeting held on 28/09/2026 has appointed M/s. J.K. Kabra & Company, Cost Accountant, Delhi, on the recommendation of the Audit Committee, for auditing the cost records of the Company for the Financial Year 2026-27. Appropriate resolution seeking rati cation of the remuneration of Cost Auditors, is included in the Notice convening the 34th Annual General Meeting of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Company's Board is duly constituted which is in compliance with the requirements of the Companies Act, and SEBI (LODR) Regulation, 2015.

Since the last financial year, there has been no change in the Directorship/KMPs of the Company.

However, after the closure of the Financial Year ended 31st March, 2026, the following changes have taken place in the Directorship/KMPs of the Company:

1. Mrs. Kusum Naruka has been resigned as an Independent Director w.e.f. 03/06/2026.

2. Ms. Palak Jindal was appointed as the Independent Director w.e.f. 08/08/2026.

None of the Directors has incurred disquali cation under Section 164 of the Act or liable to cease director under section 167 of the Act.

Company has inter alia, received the following declarations from all the Independent Directors confirming that:

a) they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations b) they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act.

The Independent Directors have also con rmed that they have complied with the Company's Code of Business Conduct & Ethics. Based on the disclosure received, the Board is of opinion that, all the Independent Directors fulfill the conditions specified in the Act and Listing Regulations and are independent of the management.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, with regard to Directors' Responsibility Statement, your Directors hereby confirm that:

(a) in the preparation of the annual accounts, for the year ended 31/03/2026 the applicable accounting standards have been followed to the extent of its applicability along with proper explanation relating to material departures and the annual accounts have been prepared in compliance with the provisions of the Companies Act, 2013;

(b) the 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 a airs of the Company at the end of the financial year and of the profit of the Company for the year;

(c) the Directors have taken proper and sufficient care of 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;

(d) the Directors have prepared the annual accounts on a going concern basis.

(e) the internal financial controls to be followed by the company were laid down and such internal financial controls were adequate and were operating effect ively.

(f) proper systems to ensure compliance with the provisions of all applicable laws were devised.

DIRECTOR IDENTIFICATION NUMBER (DIN)

Present Directors have obtained Director Identi cation Number (DIN) under Director Identi cation Rules, 2006 which is valid DIN under Companies (Appointment and Qualification of Directors) Rules, 2014.

NOMINATION AND REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

Board of Directors of the Company has approved a policy for nomination and remuneration for directors , KMP and other employees containing interalia criteria for determining quali cations, positive attributes, independence of a director, payment of Managerial remuneration, and other related matters is at Annexure-2 attached to the Board's Report which can be assessed at Company's weblink; http://www.novaironsteel.com/pdfs/Remuneration%20Policy.pdf.

PARTICULARS RELATING TO TECHNOLOGY ABSORPTION, CONSERVATION OF ENERGY & FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 134(3)(m) of the Act regarding conservation of Energy, Technology Absorption, foreign exchange earnings and outgo is enclosed at Annexure 3 attached to Board's Report.

INTERNAL AUDITORS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Company has appointed M/s Ankit Singla & Co., Chartered Accountants as Internal Auditor of the Company. Internal control framework of the Company is adequate and commensurate with the nature of the business and size of the Company. The internal auditor monitor and evaluate the ef cacy and adequacy of Internal Financial Control system in the company, its compliance with operating system, accounting procedures and policy. Internal Auditor submit his report to Audit committee yearly.

PARTICULARS OF LOAN, GUARANTEE, INVESTMENT OR PROVIDING SECURITY

During the financial year, Company has given loan. However not given guarantee nor provided security or made investment u/s 186 of the Act. (Please refer notes attached to financial statements of the Company in respect of investments of the Company).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year under review, no contracts/arrangements entered by the Company with related parties as defined under section 188 of the Act. Hence, no disclosure is required to be made in Form AOC-2. Related party transactions under Ind AS-24 stated in financial statements for the year ended 31st March 2026 are at arms' length and in the ordinary course of business. (Refer Note No 40 for Ind AS 24 of Financial Statements attached)

EMPLOYEES STOCK OPTION

Company has not issued Sweat Equity Shares or ESOP (Employees Stock Option) to its employees.

LISTING

The Equity shares of the company are listed at Bombay Stock Exchange. The Company has paid listing fees to the Stock Exchange for the FY 2025-26.

BUY BACK OF SHARES

During the year, Company has not made buy back of its shares nor it has given any loan for purchase of its own shares.

MATERIAL CHANGE(S)

No material changes and commitments affect ing the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this Report, except that the Company changed its Registered O ce to Village-Dagori, Bilha Road, Distt. Bilaspur, Chhattisgarh-495224 and Corporate O ce to House No. 59, Anand Nagar, Telibandha, Raipur, Chhattisgarh, India, 492001. The Company proposes to enter into the business of trading in iron, metals, steel and related products, subject to the approval of the Members by way of Special Resolution for alteration of the Objects Clause of the Memorandum of Association at the ensuing Annual General Meeting, and the Company is in the process of reducing its debt liabilities by realization of assets.

RISK MANAGEMENT POLICY

Board of Directors has adopted a Risk Management Policy/Plan for the Company, whereby, risks are broadly categorized. The Policy outlines the parameters of identification, assessment, monitoring and mitigation of various risks which are key to business objectives which is also available at Company's weblink: http://www.novaironsteel.com/pdfs/Risk%20Management%20Policy.pdf

PERFORMANCE EVALUATION OF BOARD

During the year under report Board of Directors evaluated performance of Committees and all the individual Directors including Independent Directors and concluded by a rming that the Board summarizing as a whole as well as all of its directors, individually and the Committees of the Board continued to good governance and contribute its best in the overall growth of the organization. Independent Directors also held separate meeting to evaluate annual performance of Chairperson and executive directors and expressed satisfaction on their performance.

DEPOSITS

During the year under report, company has not accepted any deposits under Chapter V of the Act, from the public and as such no amount of principal or interest was outstanding on the date of Balance Sheet. Information under Rule 8(5)(v)(vi) of Companies (Accounts), Rules 2014 be treated as Nil.

SEGMENT REPORTING

The Company is primarily engaged in the business of manufacturing / trading of Iron & Steel, Metals, Securities & Natural Resources business. So accordingly, no segment report required to be disclosed.

SIGNIFICANT AND MATERIAL ORDERS

During the year, there were no significant and material orders passed by the regulators, courts or tribunals impacting the going concern status and the Company's operations in future, except for an order dated November 24, 2025, arising from arbitral proceedings, directing the transfer of certain plant and machinery including the DRI Kiln and Cooler Assembly, Coal Washery components, and related auxiliary/material-handling equipment in favour of M/s Essenn Investment Private Limited.

Subsequent to the year-end, the Company received three Provisional Attachment Orders from the Directorate of Enforcement under Section 5(1) of the Prevention of Money Laundering Act, 2002. The orders are provisional and subject to confirmation by the Adjudicating Authority and do not affect the Company's operations or its title to or use of its assets. The Company, based on legal advice, is contesting the matter. For further details of the said orders, refer to Note 34 of the Financial Statements.'

PARTICULARS RELATING TO REMUNERATION OF EMPLOYEES OF THE COMPANY

Details pursuant to section 197(12) of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is at Annexure -4 attached to the Board Report. During the year no employee has remuneration equal to or more than prescribed limit under Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, hence information under these rules be treated as NIL. Pursuant to MCA Notification dated 30.06.2016 detail of top ten employees as attached to Board Report is at Annexure-5.

CODE OF CONDUCT

Declaration pursuant to Regulation 34(3) of SEBI (LODR) Regulations, 2015 in respect of compliance with code of conduct by Whole Time Director/CEO is at Annexure-6 attach to the Board Report.

CORPORATE SOCIAL RESPONSIBILITY POLICY

Company has constituted Corporate Social Responsibility (CSR) Committee. Mr. Hardev Chand Verma, Director, Mr. Dinesh Kumar Yadav, Whole Time Director and Mr. Suraj Prakash Choudhary, Independent Director are members of the Committee. Mr. Suraj Prakash Choudhary is the Chairperson of the Committee. On the recommendation of CSR Committee, CSR Policy of the Company has been approved by the Board which is uploaded at Company's weblink: https://www.novaironsteel.com/pdfs/CSR%20Policy.pdf.

The Annual Report on CSR activities as per Companies (Corporate Social Responsibility Policy) Rules, 2014 is at Annexure -7 attached to the Board's Report.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

Company do not have Subsidiary or Associates or Joint Venture company. Therefore, consolidated financial statement in form AOC-1 annexed to the Board Report is not applicable .

VIGIL MECHANISM /WHISTLE BLOWER POLICY

Company has in place a composite 'Vigil Mechanism' Policy/Whistle Blower Policy available to the employees and directors to blow the whistle/ highlight any fraud, irregularity, wrongdoing etc. which is also available at weblink: https://www.novaironssteel.com/pdfs/Vigil%20Mechanism.pdf.

Board's Report in compliance of SEBI (LODR) Regulations, 2015.

CORPORATE GOVERNANCE

A report on Corporate Governance, a Certificate from the Company Secretary in Practice regarding compliance of conditions of Corporate Governance, declaration by CEO/CFO affirming compliance with code of conduct in terms of Regulations 27 of SEBI (LODR) Regulations 2015 and a certificate from Company Secretary in Practice regarding Non Disqualification of Directors are appended at Annexure 8, 9, 10 and 11 to Board's report.

GENERAL

(i) ENVIRONMENT & OTHER APPLICABLE LAW

The Company is committed to the protection of environment and is not involved in any activity hazardous to environment. The Company adheres to the provisions of the applicable provisions of environment laws.

(ii) HEALTH & SAFETY

In order to build a sustainable work place environment, a common health and safety management system is being implemented. All efforts are being made to enhance safety standards and processes in order to minimize safety risks in all our operations.

(iii) SEXUAL HARASSMENT OF WOMEN

The Company is committed to providing a safe and respectful workplace free from sexual harassment. In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints Committee (ICC) to redress complaints related to sexual harassment.

The details as required under the Companies (Accounts) Rules, 2014 (as amended) for the financial year 2025-26 are as follows:

(a) Number of complaints of sexual harassment received during the year: NIL (b) Number of complaints disposed of during the year: NIL

(c) Number of cases pending as on the end of the financial year for more than 90 days: NIL

The Company continues to promote awareness and training programs to ensure a safe and inclusive workplace environment for all employees.

(iv) INDUSTRIAL RELATIONS

Relations between the Management and its Employees/ Workmen have been cordial and management expressed their appreciation for the co-operation and dedication of the employees/workmen at all levels of the Company.

(v) Compliance with Maternity Benefit Act, 1961

The Company strictly adheres to the provisions of the Maternity Benefit Act, 1961, ensuring that all eligible women employees are granted maternity leave and related benefit s as mandated by law.

During the financial year 2025-26, the Company has complied with all statutory requirements under the Maternity Benefit Act, including maternity leave, nursing breaks, and protection of employment during maternity. The Company remains committed to supporting the health and well-being of women employees and fostering a family-friendly workplace.

(vi) Disclosure under the Insolvency and Bankruptcy Code, 2016

During the financial year 2025-26, the following applications under Section 7 of the Insolvency and Bankruptcy Code, 2016 were led against the Company before the National Company Law Tribunal: 1. M/s Bhushan Power and Steel Limited [C.P. (IB) Cuttack Bench 34/2024] An application was led by M/s Bhushan Power and Steel Limited seeking initiation of the Corporate Insolvency Resolution Process (CIRP) against the Company. The application was pending as on March 31, 2026. Subsequent to the year-end, the National Company Law Tribunal, Cuttack Bench, vide order dated August 05, 2026, dismissed the said application.

2. M/s M N Corporation [C.P. (IB) 15/2026]

An application has been led by M/s M N Corporation seeking initiation of the Corporate Insolvency Resolution Process (CIRP) against the Company vide Insolvency Petition led on 06.02.2026. As at the end of the financial year, the application is pending before the NCLT, Cuttack Bench. The Company is monitoring the proceedings and will continue to comply with the applicable provisions of the Insolvency and Bankruptcy Code, 2016.

ACKNOWLEDGEMENTS

Your directors convey their sincere thanks to the Bankers, various departments in Central and State Governments and all others associated with the Company for their co-operation, continued support and con dence reposed by them in the Company.

For and on behalf of the Board