To

The Members,

Your directors are pleased to present the 21^st Directors' Report on the business and operah'ons of Steelman Telecom Limited (formerly Steelman Telecom Private Limited) ('the Company') together with the Audited Financial Statements for the Financial Year ended March 31, 2024.

1. FINANCIAL RESULTS:

The Company's Financial Performance (Standalone and Consolidated) for the year ended March 31, 2024, is summarised below:

2. FINANCIAL PERFORMANCE

Your Company is primarily engaged in Telecommunication Business and providing highly skilled services to the telecom operators and OEMs. Apart from the services provided in the telecom sectors your Company has decided to carry on business as civil, electrical and mechanical contractors Engineering, procurement, and construch'on.

Overall, for FY 2023-24, Gross Revenue at Rs. 18939.33 lacs (previous year Rs. 13160.37) grew by 43.91% over previous year, while PAT increased by 31.45% to Rs.732.49 lacs (previous year Rs. 557.21). Earnings Per Share for the year stood at Rs. 7.57 (previous year Rs. 6.43).

However, due to the loss of Rs.1,890.09 lacs, incurred by the Subsidiary Companies M/S EC Wheels India Pvt Ltd and loss of Rs.47.35 Lacs incurred by the foreign Subsidiary Company Steelman Installation Services PLC (Foreign Entity incorporated in Africa, Ethiopia), the consolidated loss has been increased to Rs. 1204.23 Lacs (previous Year Rs. 82.03 Lacs).

Accordingly consolidated Loss Per Share for the year stood at Rs. 3.29 as against the Earning Per Share of Rs. 0.96 over previous Year.

Your Board is of the opinion that the overall situation would improve with the higher revenue and profit generation by the subsidiaries in the next year.

3. STATEOFTHECOMPANY'S AFFAIRS

Your Company having presence PAN India, headquartered in Kolkata having branch offices at Bhubaneshwar, Gurgaon, Punjab, Uttar Pradesh and Bihar. Your Company has Project Sites in Telecom Circles across India.

Your Company provide services for Network Survey and Planning, Installation and Commissioning, Network Testing and Optimization, Network Solutions and Managed Services for network maintenance. Strong technical background enables your Company to effectively carry out end-to-end services thereby covering the entire network & technology service solutions. Understanding of critical aspects of a technology and utilizing the same to improve coverage, capacity and quality of today's networks leads to network quality improvement; thereby enhancing every subscriber's experience. Technically skilled field workforce ensures effective planning and execution of the projects. Understanding of new technologies and proven track record of good quality services is complimented with efficient internal processes. Over the years your Company have been successfully implementing various projects and have been recognized by its clients for quality and timely execution of the projects undertaken. This expertise and capability have helped the company to achieve continuous growth and success.

4. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR:

a) Allotment of 10,00,000 Fully Convertible Warrants as on date 25.01.2024

Your Company has issued and allotted of 10,00,000 (Ten Lakhs) Fully Convertible Warrant upon receipt of 25% of the issue price of Rs. 171/- (Face value of Rs.10/- and Premium of Rs. 161/-) each, per warrant, i.e. Rs. 42.75/- (Rupees Forty-Two and Seventy-Five Paisa) each on preferential basis to certain promoters and non-promoter group. A Special Resolution has been passed at the Extraordinary General Meeting of the Company held on 8^th January,2024. Such warrant is convertible into 10,00,000 (Ten Lakhs) Equity Shares (One Equity Share for One Warrant issued) of the Company upon payment of the balance consideration of 75% of the issue price per warrant, i.e. Rs. 128.25 (Rupees One Hundred Twenty-Eight Rupees and Twenty-Five Paisa) each by the allottees on or before the expiry of 18(eighteen)months from the date of allotment of the warrants.

b) Utilisation of proceeds received as upfront money

Your Company has confirmed that the fund raised through preferential issue of fully convertible Warrant (i.e. 25% of total value of Warrant) amounting to Rs. 4,27,50,000/- has been fully utilised by the Company during the Financial Year under review, for the objects as stated in the Notice of EGM dated December 11, 2023, i.e., towards Investment in Subsidiary, fulfil Working Capital Requirements of the Company and for General Corporate Purposes.

Your Company hereby confirms that there has been no deviation(s) or variation(s) in the use of the Proceeds raised from the allotment of convertible warrant, Pursuant to Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and a disclosures against such non deviation has also been filed by the Company for the quarter ended as on 31.03.2024, with BSE during the Financial Year under review.

The same is available on the Company's website https://www.steelmantelecom.com/specified-in-regulation.php

c) Change in object clause and adoption of altered MOA during the Financial Year under review

Your Company has extended the nature of business apart from the services provided in the telecom sector and decided to carry on the business as civil, electrical and mechanical contractors, designers and engineers, structural, contractors, earthwork contractors, consulting engineers, architects, developers, builders, general construction contractors, contractors for repairs, reconstructions, renovation, demolitions and construction canals, irrigation projects, roads, dams, bridges, culverts, ropeways, residential, industrial, commercial buildings, factories, shops and offices, theatres, cinema houses, indoor and outdoor auditorial, stadium, hotels, motels, clubs, restaurants, cafes, bars, wood houses, holiday inns, tourist resort centres, guest houses, rest houses, water sheds, drains and receivers , other conveniences and to take up contracts and jobs on Turnkeys basis or otherwise within and/or outside India for any type of business or industry. For this reason your Company has made necessary alteration in Memorandum of Association to incorporate the new objects relating to Engineering, procurement, and construction (EPC) business along with the existing objects of the Company and has obtained the consent of members by passing special resolution dated 19^th August,2023, for adoption of altered Memorandum of Association of the Company by merging the above object under Clause iii (A)(3) of Table A of the Schedule I of the Act. ROC has also accorded their approval and issued certificate of registration of the Special Resolution confirming Alteration of Object Clause(s) under Section 13(1) of the Companies Act, 2013.

d) Matters approved by the Shareholders at Extra Ordinary General Meeting of the Company during the Financial Year 2023-2024

Your Company has accorded the consent of the members,

j) For materialrelated party transaction to be entered intoby thesubsidiarycompanies i.e. EC Wheels India PvtLimited and Steelman Installation Services PLCforthe FY-2023-2024, by passing Special Resolution as on dated 25.09.2023.

jj) For Material Related Party Transactions tobe entered into by the Company Steelman Telecome Limited with its Related Parties forthe FY-2023-2024, by passing Special Resolution as on dated 25.09.2023.

iii) i For preferential issue of 10,00,000 (ten lakhs) Fully Convertible Warrants by passingSpecial Resolution as on dated 08.01.2024.

e) Approval of members received at Annual General Meeting, relating to Loan, Investment and Borrowing during the Financial Year 2023-2024.

The Company has accorded the consent of the members of the Company at its Annual General Meeting held as on date 19^th August 2023.

i) To increase the borrowing limit of the Company up to Rs. 200 crore pursuant to provision of section 180(l)(c)of the Companies Act, 2013.

ii) For obtaining necessaryauthoritiespursuant toprovision of section 180(l)(a) of theCompanies Act, 2013.

iii) To increase the limit of inter corporate loans, investments up to Rs. 200 crores pursuant to provision of section 186 of the Companies Act, 2013.

iv) To advance loan or giving guarantee or securityamount up to Rs. 75 crores pursuant to provision of section 185 of the Companies Act, 2013.

5. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The main object of the Company is to carry on, installing, repairing, training, servicing, maintenance of all types, varieh'es and kinds of telecommunicah'on instruments, oph'cal fibre instruments, telecom network instruments including wires, telephonic communicafi'on infrastructure including towers for wire and wireless communicafi'on and cable network, deep sea cables, accessories, component thereof for telecommunicafi'ons, signalling and control equipment's used in roads, railways, ships, aircrafts, ports, airports, railways, network of telecommunicah'on uhlity providers, instruments, teshng equipment's, accessories for repair, maintenance, calibrahon and standardisahon of all above items and all other equipment's being used in telecommunicah'on industry presently and to be develop in future. The operahons of the Company during the Financial Year were satisfactory. The detailed operahon is discussed in the Management Discussion Report for the Financial Year under review.

6. SHARE CAPITAL OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31.03.2024:

The Company's Equity Share Capital posihon as on March 31,2024 is as follows: -

A. AUTHORISED CAPITAL

The Authorised Equity Share Capital of the Company as on March 31, 2024, was Rs.110,000,000/- consishng of 1,10,00,000 Equity shares of Rs. 10/- each during the Financial Year under review.

Changes in Authorised Share Capital during the year under review:

There was no change in Authorised Share Capital during the Financial Year 2023-2024.

B. PAID -UP CAPITAL

The Paid-up Share Capital of the Company as on March 31, 2024, was Rs. 9,67,62,000/- consisting of 96,76,200 Equity Shares of Rs. 10/- each during the Financial Year under review.

i) Changes in Paid-up Share Capital during the year under review:

There was no change in Share Capital during the Financial Year 2023-2024 under review.

a) Convertible Warrant: Company has allotted 10,00,000 Fully Convertible Warrants as on date 25.01.2024., which is outstanding for conversion as on 31^st March 2024.

b) Conversion ofloaninto equity-Your Company hasnotmade conversionofloanintoequity during the year under review.

c) Issue of Bonus Shares - The Company has not issued any Bonus Shares during the year under review.

d) Initial Public Offer - During the Financial Year under review Company does not entered into further public offer of Equity Shares.

e) EmployeesStock Option - TheCompanyhasnot providedany StockOption Scheme tothe employees during the year under review.

f) BuyBackof Securities - TheCompanyhasnot boughtbackanyofits securities during theyear under review.

g) Sweat Equity - The Company has not issued any Sweat Equity Shares during the year under review.

7. DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT There are no such shares in suspense account.

8. DIVIDEND:

To meet the working capital requirements for ongoing and future projects, your Company do not declare any Dividend for the Financial Year ended 31^st March 2024.

9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

10. TRANSFER TO RESERVE

During the Financial Year under review no amount was transferred to general Reserves.

11. CHANGE IN NATURE OF BUSINESS, IF ANY

There was no change in the nature of the Business of the Company during the FY 2023-2024.

12. INSURANCE

The Company's properties including its Building, Plant & Machinery, Stocks and others continue to be adequately insured against fire, flood, earthquake, explosive and other such risks, as considered to be prudent and necessary.

13. EXTRACT OF ANNUAL RETURN

In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013, Annual return as on 31^st March, 2024 in form MGT-7 will also be posted on the Company's website www.steelmantelecom.com after the same is filed with the Ministry of Corporate Affairs.

By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Board's report.

14. DECLARATION OF INDEPENDENT DIRECTORS

The declarations required under Section 149(7) of the Companies Act, 2013 from the Independent Directors of the Company confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013, have been duly received by the Company along with a declaration of compliance of sub-rule (1) and sub-rule (2) of Rule 6 of Companies (Appointment of Directors) Rules 2014. The independent directors have also complied with the Code for Independent Directors prescribed in Schedule IV to the Act and Code of Conduct for Directors and senior management personnel. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company.

15. CERTIFICATE ON NON-DISQUALIFICATION OF DIRECTORS

Your Company is required to take a certificate from a Company Secretary in practice that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority as per item 10 (i) of Part C of Schedule V ofthe Securities Exchange Board of India.

The certificate on non-disqualification of directors (Pursuant to Regulation 34(3) and schedule V para-C clause 10(i) ofthe SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 received from Mr. Saurabh Basu (CP No: 14347, Meb No: 18686) forming the part of the Annual Report as Annexure-A.

16. RECONCILIATION OF SHARE CAPITAL AUDIT

In keeping with the requirement of the SEBI, Mr. Saurabh Basu (C.P. No. 14347, M. No.: 18686) Practicing Company Secretary, proprietor of M/S S. BASU & ASSOCIATES, Practicing Company Secretary Firm, carry out a Secretarial Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The audit confirms that the total issued / paid up capital is in dematerialized form and the total number of dematerialized shares held with NSDL and CDSL.

17. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), your Board at its meeting held on 14.02.2023 appointed M/s S Basu & Associates, (FRN: P1988DE002500), Practicing Company Secretaries firm, Kolkata as the Secretarial Auditors of your Company, to conduct the Secretarial Audit for the Financial Year ended March 31, 2024 and to submit Secretarial Audit Report thereon. The Secretarial Audit Report as received from M/s S Basu & Associates in the prescribed Form No. MR - 3 is annexed to this Report and marked as Annexure - B and does not contain any qualification, reservation, adverse remark or disclaimer.

18. SUBSIDIARY / JOINT VENTURES / ASSOCIATES

During the Financial Year under review, your Company operates independently, and does not have any Holding Company, Associate Company or Joint Venture Company and does not cease to be a subsidiary, joint venture or associate of any other Company. However, your Company has two subsidiaries namely M/S EC Wheels India Private Limited which is not material and unlisted, pursuant to SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 incorporated as on date 26.02.2022 and a foreign subsidiary Company named M/S STEELMAN INSTALLATION SERVICES PLC incorporated as on date 23.02.2023, in Ethiopia (Africa).

Your Company hold 53.10% Shares in EC wheels India Pvt Ltd and 99% in STEELMAN INSTALLATION SERVICES PLC

The details of Subsidiary Companies business activih'es are provided in the Management Discussion Report forming part of the Annual Report of the Company. The Company has formulated a policy for determining 'material' subsidiaries pursuant to the provisions of the Lish'ng Regulations as amended from time to h'me. The Policy is displayed on the website of the Company.

The statement containing the salient feature of the subsidiary companies in Form AOC-1 is furnished as Annexure C.

19. PARTICULARS OF EMPLOYEES AND REMUNERATION

Details of top 10 employees and information required under the provisions of Sec.l97(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 ,as amended , which form part of the Directors' Report, is given as Annexure- D , and will be made available to any shareholders on request as per provision of section 136(1) of the said Act.

The Managing Director or Whole Time Director as per the terms of his /their appointment, does not draw any commission or remunerah'on from subsidiary Company(ies). Hence, no disclosure(s) as required u/s 197(14) of the Act has been made.

The remunerah'on paid to the Directors, Managing Directors, Whole h'me Directors and Managers during the Financial Year under review is within the limit as prescribed under Sec 197(1) of the Companies Act,2013.

The remunerah'on paid to the Directors, Key Managerial Personnel and senior management is as per the Remunerah'on Policy of the Company which is available on the Company's website www.steelmantelecom.com.

20. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES

Details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statement as attached with this Annual Report.

21. DEPOSITS:

Your Company has not accepted any deposits within the meaning of Sechon 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

22. COMPOSITION OF BOARD OF DIRECTORS AS ON DATE 31^st MARCH, 2024

Following are the Directors of the Company as on 31^st March,2024 :

A. Changes in Board of Directors during the Financial Year 2023-2024.

i) There was no change in the Directors of the Company during the Financial Year 2023-2024.

ii) Director Retire by Rotah'on- In accordance with the provisions of the Companies Act, 2013 and Arh'cles of Association of the Company, Mrs. Saloni Bindal, Executive Director (DIN: 09607557) of the Company is liable to retire by rotah'on and being eligible to offers herself for reappointment. The disclosures required regarding appointment / re-appointment Mrs. Saloni Bindal pursuant to Regulation 36(3) of the SEBI Lishng Regulations and Secretarial Standard on General Meehng issued by The Inshtute of Company Secretaries of India are given in the Nohce of AGM, forming part of the Annual Report.

23. DETAILS OF KMP's ON DATE 31^st MARCH 2024

Following are the Details of KMP of the Company as on 31^st March,2024:

A. Changes in Key Managerial Personnel during the Financial Year 2023-2024.

There was no change in Key the Managerial Personnel in the Company during the Financial Year under review.

24. BOARD'S EVALUATION OF THE PERFORMANCE

In compliance with the requirements of Section 178 of the Act, the Lishng Regulations and the Guidance Note on Board Evaluation issued by SEBI in January 2017, a Performance Evaluahon was carried out internally for the Board, Committees of the Board, Individual Directors including the Chairman of the Board for the Financial Year ended March 31, 2024. After completion of internal evaluahon process, the Board at its meehng held on 16^th May,2024 also reviewed the evaluahon and confirmed that during the year under review the Company has complied with all the criteria of evaluahon as envisaged in the SEBI Circular on Guidance Note on Board Evaluahon such as preparation, participation, conduct and effectiveness and expressed its sahsfachon with evaluahon process and resultsthereof.

25. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the Financial Year 2023-2024, 7 (Seven) meehngs of Board of Directors were held on 30^th May 2023,12^th July 2023, 30^th August 2023, 14^th November 2023, 11^th December 2023, 27^th December 2023 and 25^th January 2024.

The Attendance of Directors at the Board Meetings is as follows:

26. COMMITTEES OF BOARD:

To comply with the provisions of section 177 and 178 of the Companies Act, 2013("the Act') and Rule 6 of the Companies (Meeting of board and its powers) Rules, 2014 the following Committees have been constituted by the Board of Director of the Company.

I) Audit Committee

II) Nomination & Remuneration Committee

III) Stakeholders RelationshipCommittee

IV) CSRCommittee

I) AUDIT COMMITTEE:

The Board had, at its meeting held on Monday,18^th July,2022, constituted the Audit Committee in compliance with the requirement under Section 177 of the Companies Act, 2013, read with Rules made thereunder and Regulation 18 of the Listing Regulations. The present terms of reference of the Audit Committee includes the powers as laid out in Regulation 18(2)(c) and role as stipulated in Regulation 18(3)(A) of the Listing Regulations. The role, powers and terms of reference of this Committee also covers the areas as contemplated under Section 177 of the Companies Act, 2013 and the Committee also complies with the relevant provisions of the Companies Act, 2013.

A) Terms of reference:

The Scope and functions of the Audit Committee are in accordance with Section 177 of the Companies Act 2013 and Regulations 18 (3) of SEBI Listing Regulation and its terms of reference include the following:

• Overseeing the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

• Recommending to the Board the appointment, re-appointment and replacement, remuneration and terms of appointment of statutory auditor of the Company;

• Reviewing and monitoring the statutory auditor's independence and performance, and effectiveness of audit process.

• Approving payments to statutory auditors for any other services rendered by the statutory auditors of the Company.

• Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the Board for approval, with particular reference to:

(a) Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-Section 3 of Section 134 ofthe Companies Act, 2013, as amended;

(b) Changes, if any, in accounting policies and practices and reasons for the same;

(c) Major accounting entries involving estimates based on the exercise ofjudgment by the management;

(d) Significant adjustments made in the financial statements arising out of audit findings;

(e) Compliance with SEBI Listing Regulations and other legal requirements relating to financial statements;

(f) Disclosure of any related party transactions; and

(g) Qualifications / modified opinion(s) in the draft audit report.

• Reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the board for approval;

• Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

• Approval or any subsequent modification of transactions of our Company with related parties and omnibus approval for related party transactions proposed to be entered into by our Company subject to such conditions as may be prescribed;

• Formulating a policy on related party transactions, which shall include materiality of related party transactions;

• Scrutinizing of inter-corporate loans and investments;

• Valuing of undertakings or assets of the Company, wherever it is necessary;

• Evaluating of internal financial controls and risk management systems;

• Establishing a vigil mechanism for directors and employees to report their genuine concerns or grievances;

• Reviewing, with the management, performance of statutory and internal auditors, adequacy ofthe internal control systems;

• Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority ofthe official heading the department, reporting structure coverage and frequency of internal audit;

• Discussing with internal auditors of any significant findings and follow up there on;

• Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

• Discussing with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

• Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

• Reviewing the functioning of the whistle blower mechanism;

• Approving the appointment ofthe Chief Financial Officer (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. ofthe candidate; and

• Carrying out any other function as is mentioned in the terms of reference of the Audit Committee and any other terms of reference as may be decided by the Board and/ or specified/ provided under the Companies Act, 2013 or SEBI Listing Regulations or by any other regulatory authority.

• Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision.

• Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

B) Composition of Audit Committee during the Financial Year under review:

C) Changes in the composition of Audit Committee during the Financial Year 2023-2024.

There was no change in the composition of the Audit Committee in the Company during the Financial Year under review.

D) Meetings of the Audit Committee during the Financial Year under review:

During the Financial Year 2023-2024 the Audit Committee held 4 (Four) meetings on 30^th May 2023, 26^th September 2023, 14^th November 2023 and 25^th January 2024.

Chairman of the Committee was present at the last Annual General Meeting of the Company held on 19.08.2023.

II) NOMINATION AND REMUNERATION COMMITTEE

Your Company has constituted a Nomination and Remuneration Committee in accordance Section 178 of Companies Act, 2013. The constitution of the Nomination and Remuneration Committee was approved by a Meeting of the Board of Directors held on July 18, 2022, in terms of requirement under the provisions of Section 178 the Companies Act, 2013, read with rules made thereunder and in conformity with Regulation 19 of the Listing Regulations.

A) Terms of reference:

The Scope and functions of the Nomination and Remuneration Committee is in accordance with Section 178 of the Companies Act 2013 and Regulations 19 (4) of SEBI Listing Regulation and its terms of reference include the following:

• Formulating the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

• Formulating of criteria for evaluation of performance of independent Directors and the Board;

• Devising a policy on Board diversity;

• Identifying persons who are qualified to become directors of our Company and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal. Our Company shall disclose the remuneration policy and the evaluation criteria in its Annual Report.

• Determining whether to extend or conh'nue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

• Analyzing, monitoring and reviewing various human resource and compensah'on matters;

• Determining our Company's policy on specific remuneration packages for execufive directors including pension rights and any compensah'on payment, and determining remuneration packages ofsuch directors;

• Determining compensah'on levels payable to the senior management personnel and other staff (as deemed necessary), usually consisting of a fixed and variable component;

• Reviewing and approving compensah'on strategy from h'meto hme in the context of the then current Indian market in accordance with applicable laws;

• Performing such funchons as are required to be performed by the compensah'on committee under the SEBI (Securihes Exchange Board of India) Regulahons, 2014;

• Framing suitable policies, procedures and systems to ensure that there is no violation, by and employee id any applicable laws in India or Overseas, including:

(a) the Securihesand Exchange Boardoflndia(Prohibihon of lnsiderTrading)Regulahons, 2015;and,

(b) the Securihesand Exchange Boardoflndia(Prohibihonof Fraudulent and Unfair Trade Practices Relating to the Securihes Market) Regulahons, 2003, by the trust, our Company and its employees, as applicable."

• Performing such other activities as may be delegated by the Board of Directors and/or specified/ provided under the Companies Act, 2013 or SEBI Listing Regulahons or by any other regulatory authority.

• The policy on directors' appointment and remuneration including criteria for determining qualificahons, posihve attributes, independence of a director and other matters is available on the company's website.

B) Composition of NRC Committee during the Financial Year under review:

C) Changes in the composition of NRC Committee during the Financial Year 2023-2024.

There was no change in the composition of the NRC Committee in the Company during the Financial Year under review.

D) Meetings of NRC Committee during the Financial Year under review:

During the Financial Year 2023-2024 the NRC Committee held 1 (One) meeh'ng on 18^th January 2024.

Chairman of the Committee was present at the last Annual General meeh'ng of the Company held on 19.08.2023.

Ill) STAKEHOLDERS RELATIONSHIP COMMITTEE

Your Company has consh'tuted a shareholder / investors grievance committee "Stakeholders' Relationship Committee" to redress complaints of the shareholders. The Stakeholders' Relationship Committee was consh'tuted vide resolution passed atthe meeh'ng ofthe Board of Directors held on July 18, 2022.

A) Terms of reference:

The Scope and funchons of the Stakeholders Relahonship Committee is in accordance with Sechon 178 of the Companies Act 2013 and Regulations 20 (4) of SEBI Lishng Regulahon and its terms of reference include the following:

The Committee shall consider and resolve grievances of security holders, including but not limited to:

• Efficient transfer of shares including review of cases for refusal of transfer / transmission of shares and debentures;

• Redressing of shareholders and investor complaints such as non-receipt of declared dividend, annual report, transfer of Equity Shares and issue of duplicate / split / consolidated share certificates;

• Monitoring transfers, transmissions, dematerializahon, re-materialization, splitting and consolidation of Equity Shares and other securihes issued by our Company, including review of cases for refusal of transfer / transmission of shares and debentures;

• Allotment and lishng of shares in future;

• Reference to statutory and regulatory authorities regarding investor grievances;

• Review of measures taken for effective exercise of voting rights by shareholders;

• Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent.

• Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring hmely receipt of dividend warrants/annual reports/statutory nohces by the shareholders of the company;

• Ensure proper and timely attendance and redressal of investor queries and grievances; and

• To do all such acts, things or deeds as may be necessary or incidental to the exercise of the above powers.

B) Composition of the Stakeholders Relationship Committee during the Financial Year under review:

C) Changes in the composition of Stakeholders Relationship Committee during the Financial Year 2023-2024.

There is no change in the composition of the Stakeholders Relationship Committee in the Company during the Financial Year under review.

D) Meetings of Stakeholders Relationship Committee during the Financial Year under review:

During the Financial Year 2023-2024 the SRC Committee held 1 (One) meeting on 22^nd February 2024.

Chairman of the Committee was present at the last Annual General meeting of the Company held on 19.08.2023.

IV) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Your Company has constituted a CSR committee "Corporate Social Responsibility Committee" upon applicability of the provision of Section 135 of the Companies Act, 2013 and Rule 5 of the Companies (Corporate Social Responsibility) Rules, 2014, from the Financial Year 2023-2024.The CSR committee was constituted vide resolution passed at the meeting of the Board of Directors held on 30^th day of August 2023. Your Company has formulated a CSR Policy which aims to ensure that your Company continues to operate its business in an economically, socially and environmentally sustainable manner.

Further, the policy also lays down the role of the CSR Committee, responsibilities of the Board, CSR Programmes/Projects, Implementation process, criteria for identifying executing partners monitoring and evaluation mechanisms, etc., The completepolicy documentcanbeaccessedon thewebsite of theCompany at extension://efaidnbmnnnibpcaipcglclefindmkai/https://www.steelmantelecom.com/pdf/CSR%20policv.pdf

A. Guiding principles for conducting CSR activities.

Guiding principles of Selection process:

a. Proposals to selectunder differentheadsof activitiesshall bein accordance withSchedule VII ofthe Companies Act2013 and amendments toit fromti'me to time, and toensure that it fulfils the eligible criteria defined in the company's CSR Policy.

b. Visit by CSR department's Officials at the site, preparation of report and its submission to the CSR Committee with all related documents for approval.

c. The activities which benefit the underprivileged and the downtrodden will be given preference.

d. The activities identifiedbythe Companyare tobe carriedout by entitieswith aproventrack record,to be eligible for funding by the Company.

e. Generally, a CSRactivity which is proposed tobe completed duringa financial year shallbe preferred. However, ifan"ongoing project"is selected, fundingshall bedone in each yearduring thedurationof the project out of the funds earmarked for each Financial Year.

f. "Ongoing Project" means a multi-year project undertaken by the company in fulfilment of its CSR obligation having timelinesnot exceeding three years excluding the financial year in which itwascommenced. However, theymay includeprojects that wereinitially not approvedas amulti-year project but whose duration has been extended beyond oneyear bythe Board, based on reasonablejurisdictions.

g. Select projects which are monitorable with the fund disbursed and activities performed in accordance with predetermined milestones.

h. Maximum priority shall be given to projects where benefits to participants are clear and measurable.

B. Guiding Principles of Implementation and Monitoring process

a. CSR projects/proposals as approved by the Board shall be carried out either directly by the Company or through entities who are registered with the Registrar of Companies and have been allotted a Unique Registration Number permitting them to carry out CSR activities, in conformity with the prescribed Rules.

b. Every CSR project shall have a time frame and periodic milestones shall be finalized before selection.

c. All connected and related formalities shallbe followedasperrelevant Rulesand theAct inprocessing and implementing CSR project.

d. Monitoring of CSR activities shall include visit and inspection by officials of Company's CSR team, periodic reportson progresson implementation ofaproject, etc. However, themethodology of monitoring shall bedeterminedby theCSR Committee on the recommendation ofCompany'sCSRteam, dependingupon the nature of the CSR activity and the manner and scope of implementation.

e. Funds allocatedfor the CSR projectshall bedisbursed dependingon thenature oftheproject. Where the amount to be allocated is in tranches, such disbursement shall be made on the basis ofthe schedule, progressof the projectand utilization oftheamountalready disbursed. Forthispurpose, theCSRteam shall carry out inspection and shall prepareand submit monitoring reportforapprovaland release of subsequent payment.

f. Whereverany CSRactivityis implemented through anapprovedAgency, besidesinspection byCSRteam on the progress made, suitable certificates from such agency shall be obtained on utilization of the funds provided by the Company and reports on the progress/status of implementation and/or compleh'on of the project, as the case may be, be obtained.

g. Status Report on the progress of CSR project undertaken shall be reported to CSR Committee by the CSR team at every meeh'ng of the CSR Committee.

h. As and when considered appropriate, services/ assistance of Group/ Associate Companies located near the project site for CSR related activih'es may be availed of. In such cases, the CSR team shall also ensure that it receives a report on the progress of implementation of each of the project and actual use of funds periodically for release of payment, if any.

i. In case of an ongoing project, the Board shall monitor the implementation of the project with reference to the approved timelines and year-wise allocah'on and shaft be entitled to make modificah'ons, if any, for smooth implementation of the project within the overall permissible h'me period.

C. Composition of the Corporate Social Responsibility Committee during the Financial Year under review:

D. Meetings of Corporate Social Responsibility Committee during the Financial Year under review:

During the Financial Year 2023-2024 the CSR Committee held 2 (Two) meetings on 14^th November 2023 and 29^th March 2024.

27. CONFIRMATION BYTHEBOARDOF DIRECTORS REGARDING ACCEPTANCEOF RECOMMENDATION OF ALL COMMITTEES:

In terms of the amendments made to the Listing Regulations, the Board of Directors confirm that during the year, it has accepted all recommendations received from all its committees.

28. MEETING OF INDEPENDENT DIRECTORS

In terms of requirement of Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 6^th March,2024 to review the performance of Non- Independent Directors (including the Chairman) and the entire Board. The Independent Directors also reviewed the quality, content and timelines of the flow of information between the Management, Board and its Committees considered necessary for effective and reasonable performance while discharging their duties.

29. DETAILS OF FAMILIARIZATION PROGRAMMED IMPARTED TO INDEPENDENT DIRECTORS FOR THE FINANCIAL YEAR 2023-2024

On appointment, the concerned Directors was issued a letter of appointment setting out in detail, the terms of appointment, duh'es, responsibilih'es and expected time commitments. Each appointed Independent Directors was taken through an induch'on and familiarizah'on program including the presentation and interach've session with the Committee Members and other Functional Heads on the Company's finance and other important aspects. The details of familiarizah'on program conducted during the Financial Year 2023-2024 for Independent Directors are available on the official website of the Company at the link provided; https://steelmantelecom.com/regulahon25.php

30. ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER MECHANISM

Your Company has in place a Whistle Blower Policy, as a part of Vigil Mechanism to provide appropriate avenues to the Directors, employees and other Stakeholders of the Company to bring to the attention of the Management any issue which is perceived to be in violahon of or in conflict with the Code of conduct, values, principles and beliefs of the Company. The established Vigil Mechanism helps to report concerns about any unethical conduct, financial malpractices or any unhealthy practice prevalent in the Company. The said Vigil Mechanism provides for adequate safeguards against victimizahon of persons who use such mechanism and also provides for direct excess to the Chairman of the Audit Committee. The details of this Policy are also available on the Company's website; https://www.steelmantelecom.com/code-policv.php

31. REMUNERATION POLICY

The Board has, on recommendafion of the Nominafion and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualificafions, posifive attributes, independence of Directors and other matters as per section 178 and Clause 49(IV)(B) of Listing Agreement. The Policy is available on the website of the Company viz. http://www.steelmantelecom.com./code-policv.php

32. THE DISCLOSURES OF THE COMPLIANCE WITH CORPORATE GOVERNANCE REQUIREMENTS SPECIFIED IN REGULATION 17 TO 27 AND CLAUSES (B) TO (I) OF SUB-REGULATION (2) OF REGULATION 46 SHALL BE MADE IN THE SECTION ON CORPORATE GOVERNANCE OF THE ANNUAL REPORT.

As per the provisions of SEBI (Lisfing Obligations and Disclosures Requirements) Regulations, 2015, (LODR Regulafions) the regulations 17-27 of the LODR Regulafions pertaining to requirements of Corporate Governance provisions shall not apply in respect ofthe following class of Companies:

a) Listed entity having paid up equity share capital not exceeding '10 Crore and Net Worth not exceeding '25 Crore, as on the last day ofthe previous Financial Year;

b) Listed enfity which has listed its specified securifies on the SME Exchange.

Since, our Company falls within the ambit of aforesaid exempfion (b); hence compliance with the provision of Corporate Governance shall not apply to the Company and it does not form part of the Annual Report for the Financial Year 2023-2024.

The disclosure regarding the above are filed with the BSE on quarterly basis and are also available in our website http://www.steelmantelecom.com/corporate-governance.php

33. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS:

As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111' (E) on 16^th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations,2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1^st April, 2017.

As your Company is listed on SME Platform of BSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with period on or after 1^st April, 2017.

34. CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER CERTIFICATION

The Managing Director (MD) and Chief Financial Officer (CFO) have issued necessary certificate pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 certifying that the Financial Statements do not contain any materially untrue statement and these statements represent a true and fair view of the Company's affairs. The said certificate is annexed and forms part of the Annual Report.

35. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All Related Party Transactions that were entered into during the Financial Year were on an arm's length basis, in the ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013. All the details regarding related parties are disclosed in the Financial Statement.

During the Financial Year under review your Company has entered into related party transactions and the details as per provisions of section 134(3) (h) of the Companies Act, 2013 read with provisions of rule 8 of the Companies (Accounts) Rules, 2014, are disclosed in Form No.AOC-2 as an Annexure-E.

However, the details of the transactions with Related Party are provided in the Company's financial statements in accordance with the Accounting Standards.

All the Related Party Transactions entered during the Financial Year under review were presented before the Audit Committee and the omnibus approval were taken for the transactions repetitive in nature.

36. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There was no material changes and commitment in the financial position of the Company occurred between the ends of the financial year to which these financial statements relate and the date of report.

37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as follows:

(A) CONSERVATION OF ENERGY:

(i) Steps taken or impact on conservation of energy: Nil

(ii) The steps taken by the company for utilization of alternate sources of energy: Nil

(iii) The Capital Investment on energy conservation equipment: Nil

(B) TECHNOLOGY ABSORPTION:

(i) The efforts made towards technology absorption: Nil

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: Nil

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): NOT APPLICABLE

(iv) The expenditure incurred on Research and Development: Nil

(C) FOREIGN EXCHANGE EARNING & OUTGO Foreign Exchange Earning: NIL ForeignExchangeOutgo: NIL

38. RISK MANAGEMENT

Risk Management is the systematic process of understanding, measuring, controlling and communicating organization's risk exposures while achieving its objectives. Risk Management is an important business aspect in the current economic environment and its objective is to identify, monitor and take mitigation measures on a timely basis in respect of the events that may pose risks for the business. The Company's risk-management strategy is to identify, assess and mitigate any significant risks. The company has established processes and guidelines, along with a strong overview and monitoring framework at the Board and Senior Management levels. The Board of Directors regularly review risks and threats and takes suitable steps to safeguard its interest and that there is no element of risk identified that may threaten the existence of the Company. The focus shifts from one area to another area depending upon the prevailing situation. A detailed report on significant risks and mitigation is forming part of Management's Discussion and Analysis.

39. HUMAN RESOURCES:

Your company believe that the employees are key contributors to the success of the business. Your company Focus on attracting and retaining the best possible talent. This attribute helps employees garner a sense of brotherhood with the management which ultimately produces exemplary results for the entire organization. Company's manpower is a prudent mix of the experienced and youth which gives the dual advantage of stability and growth. Entire work processes and skilled, semi-skilled and unskilled resources together with management team have enabled to implement your company's growth plans.

Your Company believes that the human resources are a very important part of its strengths and hence ensures that all facilities like EPFO, ESIC, Leave, Entitlement and other facilities, uniforms, safety equipment is provided to all staff as applicable. Housing facility is available for outstation employees.

40.SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS:

During the year under review, there were no significant material orders passed by the Regulators / Courts and no litigation was outstanding as on March 31, 2024, which would impact the going concern status and future operations of your Company. The details of litigation on tax matters are disclosed in the Auditors' Report and Financial Statements which form part of this Annual Report.

41. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has complied with the provision of Section 135 of the Companies Act, 2013 and Rule 5 of the Companies (Corporate Social Responsibility) Rules, 2014, which become applicable from the Financial Year 2023-2024 as the net profit of the Company crossed Rupees Five Crores.

During the Financial Year under review your company discharged it's liability towards CSR obligafion pursuant to the provision of Section 135 of the Companies Act, 2013. Your Company has made excess payment of Rs.1.25 Lakhs against the CSR obligafion which can be carried forward and set off against CSR obligafion arises in subsequent three Financial Years.

The Annual Report on CSR acfivifies, containing details of CSR committee, CSR expenditure, details of excess amount spent, etc., is appended as Annexure -F to this Report.

42. ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEM OVER FINANCIAL REPORTING

The Company has, in all material respects, an adequate Internal Financial Controls System over Financial Reporting and such Internal Financial Controls over Financial Reporting were operafing effectively as at 31^st March, 2024, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporfing issued bythe Insfitute ofChartered Accountants Of India.

43. POLICIES

The Company seeks to promote the highest levels of ethical standards in the normal business transacfions guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates formulation of certain policies for listed companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and as amended from time to time. The policies are available on the website of the Company at http://www.steelmantelecom.com/code-policv.php

• Code of Independent Director

• Familiarisafion Programme for Independent Directors

• Code of Pracfice for Disclosure of UPSI

• Policy on Determination of Materiality of Events

• Nominafion and Remuneration Committee Policy

• Policy for Preservafion of Documents

• Policyfor Related PartyTransacfions

• Vigil Mechanism Policy

• Code of Fair Disclosure

• Anti-Sexual Harassment Policy

• CSR Policy

44. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevenfion of Insider Trading with a view to regulate trading in securifies by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the

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designated employees while in possession of unpublished price sensitive informah'on in relah'on to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Directors and the designated employees have confirmed compliances with the Code.

45. COMPANY'S WEBSITE

The website of your Company www.steelmantelecom.com. has been designed to present the Company's businesses up-front on the home page. The site carries a comprehensive database of informah'on including the Financial Results of your Company, Shareholding pattern, Director's and Corporate Profile, Corporate Policies and business activities of your Company. All the mandatory informah'on and disclosures are as per the requirements of the Companies Act, 2013 and Companies Rules 2014.Company has complied with Clauses(b) to (i) of Regulahon 46 (2) relahng to dissemination of informah'on on the website of the Company.

46. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report under review, as shpulated under SEBI (Listing Obligahons & Disclosure Requirements) Regulations, 2015 is forming partofthe Directors' Report.

47. DIRECTOR'S RESPONSIBILITY STATEMENT:

As required under clause (c) of sub-section (3) of sechon 134 of the Act, directors, to the best of their knowledge and belief, state that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relahng to material departures;

b) The directors had selected such accounhng policies and applied them consistently and made judgments and eshmatesthatare reasonable and prudentsoastogive a trueandfair viewofthe stateof affairsofthe company at the end of the financial year and of the profit and loss of the company for that period;

c) Thedirectorshadtakenproperand sufficientcare forthemaintenance of adequateaccounh'ngrecordsin accordance with the provisions of this Act for safeguarding the assets of the company and for prevenh'ng and detechng fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis; and

e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operahng effechvely.

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effecfi'vely.

48. STATUTORYAUDITORS

In terms of Secfi'on 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/S GUPTA AGARWAL AND ASSOCIATES,CHARTERED ACCOUNTANTS, Kolkata (ICAI Firm Registration Number -329001E) was appointed as the Auditors of your Company for the term of five(5) Years, beginning from the conclusion of

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the 19^th Annual General Meeting of the Company held during the FY-2022-2023 till the conclusion of the Annual General Meeting of the Company to be held in the Financial Year 2027 -2028 i.e. for the period of five(5) years from 01.04.2022 to 31.03.2027 on such terms and remunerah'on as may be mutually agreed upon between the said Auditors and Board of Directors ofthe Company".

During the Financial Year under review Statutory Auditor informed about the change of the name of the Audit firm from M/s Gupta Agarwal and Associates to M/s Jay Gupta and Associates and provided the revised peer reviewed certificate against their new name from the Institute of Chartered Accountants of India under the same ICAI Firm Registration Number -329001E.

The disclosure regarding the above has been filed with BSE and are also available in our website https://www.steelmantelecom.com/compliances-under-regulafion.php

Auditors have confirmed that they are not disqualified to be appointed as statutory auditors in terms of the provisions ofthe proviso to Secfion 139(1), Secfion 141(2) and Secfion 141(3) ofthe Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

The reports given by the Statutory Auditors M/s Jay Gupta and Associates on the Standalone and Consolidated Financial Statements of your Company for the Financial Year ended March 31, 2024, form part of this Annual Report and there is no qualificafion, reservafion, adverse remark or disclaimer given by the Auditors in their Reports. The Auditors of your Company have not reported any fraud in terms of the second proviso to Secfion 143(12) of the Act.

49. EXPLANATION OR COMMENTS OR QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DECLARATIONS MADE BY THE AUDITORS IN THEIR REPORTS AND BOARD'S COMMENT ON AUDITOR'S REPORT

There were no qualifications reservations or adverse remarks made by the Auditors in their report. Further, the observafions of the Statutory Auditors, when read together with the relevant notes to accounts and other accounting policies are self-explanatory and do not call for any further comment.

50. INTERNALAUDITORS

M/S S. MURARKA & COMPANY., Chartered Accountants (Firm Reg. No. 322627E) at Kolkata, is acting as Internal Auditors of the Company and has conducted periodic audit of all operations of the Company. The Audit Committee of the Board of Directors has reviewed the findings of Internal Auditors regularly.

51. DEPOSITORY SYSTEMS

All the Shares ofthe Company are held in dematerialised form and all the Company's Shares are currently traded in dematerialized form, as per the SEBI direcfives and by virtue of an agreements with the following Depositories i.e., Nafional Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

As on 31^st March,2024, total 9676200 Equity Shares are held in dematerialized form and represent 100% ofthe Company's total paid up capital, out of which 1380000 Equity Shares are in Demat mode with NSDL and 8296200 equity Shares remains in Demat mode with CDSL.

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52. POLICY ON PREVENTION, PROVISION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place an Anh'-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevenh'on, Prohibih'on & Redressal) Act, 2013 to ensure harassment free workplace for employees. Sexual harassment cases are dealt as per the Company's Policy on 'Prevenh'on of Sexual Harassment'. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the Financial Year under review, the Company held meehng of woman employees on Monday, 4^th March, 2024, at the registered office of the Company and has not received any complaints of sexual harassment from any of the woman employee of the Company.

53. COST AUDIT AND AUDIT REPORT

The maintenance of cost records under Section 148(1) of the Companies Act, 2013, and Audit of Cost Records are not applicable to the Company.

54. INDUSTRIAL RELATIONS

Industrial relations in your Company, during the year under review continued to be cordial and harmonious.

55. FRAUDREPORTEDBYTHEAUDITOR

No case of fraud has been reported by the Auditors under sub-section (12) of Sechon 143 of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

56. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the Year under review.

57. ENVIRONMENTANDSAFETY

The Company is conscious of the importance of environmentally clean and sale operah'ons. The Company's policy requires the conduct of all operah'ons in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

58. BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report as per Regulahon 34(2)(f) of SEBI (Lishng Obligations and Disclosure Requirements) Regulahons, 2015, describing the initiatives taken by them from an environmental, social and governance perspective is not applicable to the Company, for the Financial Year 2023-2024 as per the SEBI Notification dated 22^nd December, 2015 and Frequently Asked Queshons issued by SEBI on SEBI (Lishng Obligahons and Disclosure Requirements) Regulahons, 2015 dated 29^th January, 2016.

59. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

Your directors state that the Company has complied with the necessary provisions of the revised Secretarial

60. CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND THE SENIOR MANAGEMENT

The Company has a code of conduct for all its Board members and senior management personnel which is available on the website of the Company, http://www.steelmantelecom.com/pdf/Code%20of%20Conduct%20for%20Directors.pdf

All Board members and Senior Management Personnel (as per Regulah'on 26(3) of the Lish'ng Regulations) have affirmed compliance with the applicable Code of Conduct.

61. VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD'S REPORT

No revision of Financial Statements or Board Report was made in respect of any of the three preceding financial years.

62. DISCRETIONARY REQUIREMENTS

During the year, the Company has fully complied with the mandatory requirements as sfipulated in Listing Agreement and Listing Regulafions. The status on the compliance with the discretionary requirements as specified in Lisfing Regulafions and Part E of Schedule II of Lisfing Regulafions is as under:

i) Shareholders Rights: TheCompanyhas adoptedthe pracficeof sending out half-yearly declarafion of financial performanceto shareholders.HalfYerly resultsasapprovedbythe Boardare disseminatedto Stock Exchanges and updated on the website of the Company.

ii) Audit Qualifications: There is no audit qualification.Every endeavour is made tomakethe financial statements without qualification. The Company's Standalone and Consolidated Financial Statements for the financial year ended on 31^st March 2024 are with unmodified audit opinion.

iii) ReportingoflnternalAuditors: Reportsoflnternal Auditorsareplaced beforethe AuditCommittee for its review.

iv) The Board: The requirement relatingto maintenance ofoffice and reimbursement of expenses of Non-Executive Chairperson is not applicable to the Company, since the Chairperson of the Company is an Executive Director.

63. MEANS OF COMMUNICATION Results

The Half Yearly Results and the Annual Audited Financial Results of the Company are sent to the stock exchanges immediately after they are approved by the Board. Also, they are uploaded on the Company's website www.steelmantelecom.com.The results are published in accordance with the guidelines of the Stock Exchange.

Website

The Company's website www.steelmantelecom.com contains a separate dedicated section 'Investor Relations' wherein shareholders' information including financial results is available. The Company's Annual Report is also available in a user- friendly and downloadable form.

Annual Report

The Annual Report containing, inter alia, Audited Financial Statements (standalone and consolidated), Boards' Report, Auditors' Report and other important informah'on is circulated to Members and others enh'tled thereto. The Management's Discussion and Analysis (MD&A) Report forms part of the Annual Report and is displayed on the Company's website www.steelmantelecom.com.

64. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There are no significant events during the Financial Year under review.

65. DISPATCH OF ANNUAL REPORT THROUGH ELECTRONIC MODE

In compliance with various MCA Circulars and SEBI Circulars, notice of the AGM along with the Annual Report 2023-2024 is being sent only through electronic mode to those members whose email addresses are registered with the Company/RTA/Depositories. Members may note that the Nofice and Annual Report 2023-2024 will also be available on the Company's website at https://www.steelmantelecom.com/annual-report.php, websites of the Stock Exchange, i.e., BSE Limited at www.bseindia.com and on the available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com

66. GENERAL SHAREHOLDER INFORMATION LISTING ON STOCK EXCHANGES

a) The Equity Shares of the Company are listed at the following Stock Exchange: -

BSE Limited (BSE) in SME platform.

Address: PhirozeJeejeebhoyTowers, Dalai Street, Mumbai-400001.

BSE Scrip Code: 543622 ISIN No: INE0MSK01016

b) STOCK MARKET PRICE DATA (FY-2023-2024):

c) Shareholding Pattern as on 31^st March, 2024

d) Distribution of Shareholding as on 31^st March 2024:

e. Status of Investor Complaints Status of Investor Complaints as on 31^st March, 2024 as reported under Regulation 13(3) ofthe Listing Regulations is as under:

f. SEBI Complaints Redress System (SCORES):

The investor complaints are processed in a centralized web based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during Financial Year 2023-2024.

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g) Registrar and Share Transfer Agents:

BIGSHARE SERVICES PRIVATE LIMITED

1^st Floor, Bharat Tin Works Building, Opp. Vasant Oasis,

Makwana Road, Marol, Andheri East,

Mumbai-400059, Maharashtra, India Tel No.: +91 22 6263 8200 Fax No.: +91 22 6263 8299 E-mail: ipo@bigshareonline.com

h) ListtngFeestotheStockExchange

The Company has paid listing fees up to March 31, 2025, to SME Platform of BSE Limited, where the Company's shares are listed.

i) Address for Correspondence

j) Financial Calendar

Financial reportingforthe 1^st Half Year End 30^th September,2023 - November 14, 2023 Audited Results for the year ending March 31, 2024- May 30, 2024

67. GREEN INITIATIVE

Your Company remains committed towards its endeavour to minimize its carbon foot prints and continues to embrace a sustainability initiative with the aim of going green and minimising the repercussion on the environment. Your Company had already adopted the green initiative by dispatching the Annual Report, Notices, other communications, etc., through e-mail to its Shareholders, whose e-mail address are registered with relevant Depository Participants / RTA / Company. Shareholders are requested to support this initiative by registering / updating their e-mail address for receiving Annual Report, Notices, other communications, etc. through e-mail. In view of the COVID-19 pandemic, the Ministry of Corporate Affairs ('MCA') and the Securities and Exchange Board of India had issued relaxations from sending printed copy of Annual Report, Notice of the Annual General Meeting ('AGM'), etc. to the Shareholders for the AGM to be held in the year 2024. With objective of supporting the Green Initiative and in view of the above-mentioned relaxations, your Company is dispatching the Annual Report & Notice of the AGM along with other documents required to be annexed thereto to the Shareholders through e-mail at their registered e-mail address. Such documents are also available on the website of the Company at www.steelmantelecom.com.in Further, those Shareholders who have not yet registered their e-mail address are requested to follow the procedure as menh'oned in the Note to the Notice calling AGM to receive the Annual Report & the Notice of the AGM and other documents relating thereto through electronic mode and to enable their parh'cipah'on in the AGM documents required to be annexed thereto to the Shareholders through e-mail at their registered e-mail address. Such documents are also available on the website of the Company at www.steelmantelecom.com Further, those Shareholders who have not yet registered their e-mail address are requested to follow the procedure as menh'oned in the Note to the Notice calling AGM to receive the Annual Report & the Notice of the AGM and other documents relating thereto through electronic mode and to enable their parh'cipah'on in the AGM.

68. OTHER DISCLOSURES

During the financial year under review,

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

ii. The Company has not issued any Equity Shares under ESOP during the year under review.

iii. OutstandingGDRs/ADRs/Warrantsor any Converhble Instruments: TheCompanyhasnotissued GDRs/ADRs as on 31^st March, 2024, However Company has issued 10,00,000 Fully Converhble Warrants, which is outstanding for conversion as on 31^st March, 2024.

69. CAUTIONARY STATEMENT:

Statement in the Annual Report, parhcularly those which relate to Management Discussion and Analysis, describing the Company's objectives, projections, eshmates and expectahons, may conshtute "forward looking statements "within the meaning of applicable laws and regulations. Although the expectahons are based on reasonable assumphons, the actual results might differ. Details as prescribed under section 134 of the Act and Rules made thereunder, applicable to the Company, have been specifically given in this Report, wherever applicable.¹

70. ACKNOWLEDGEMENT

Your directors place on records their sincere thanks to bankers, business associates, consultants, and various Government Authorihes for their conhnued support extended to your Company's activities during the year under review.

Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

Your directors recognize the commitment and contribution of the employees at all levels and look forward to their increased involvement and dedicated services towards the Company in the coming years.

BY ORDER OF THE BOARD OF DIRECTOR FOR STEELMAN TELECOM LIMITED

Formerly known as

(Steelman Telecom Private Limited)

Sd/-

MAHENDRA BINDAL MANAGING DIRECTOR (DIN:00484964)

Date:10.07.2024

DECLARATION REGARDING CODE OF CONDUCT

To The Members of,

STEELMAN TELECOM LIMITED

This is to confirm that the Company has adopted Codes of Conduct to be followed by the Members of the Board and Senior Management Personnel of the Company respech'vely in compliance with Regulation 26(3) read with Part D of Schedule V of SEBI (Listing Obligah'ons and Disclosure Requirements) Regulations, 2015, with the Stock Exchanges. The said Code is available on the Company's website.

I, Mahendra Bindal, Managing Director of Steelman Telecom Limited, to the best of my knowledge and belief, declare that all Board Members and Senior Management Personnel's have affirmed compliance with Code of Conduct of the Comoanv during the Financial Year 2023-2024.