Dear Shareholders,

The Board of Directors hereby submits the 49th Annual Report on the business and operations of your Company ("the Company" or "KIOCL") and its Audited Financial Statements for the financial year ended March 31, 2025 (FY'25), together with the Auditors' Report and Comments on the Accounts by the Comptroller and Auditor General (CAG) of India.

FINANCIAL RESULTS AND STATE OF COMPANY'S AFFAIRS

(H in crores, Except EPS & Book Value)

Revenue

During the Financial year 2024-25, your Company earned a Revenue from Operations of H 590.52 crores as compared to H 1854.34 crores in the previous year. Revenue from export witnessed a downward trend by 90.87 % to H 150.23 crores as compared to the previous Financial Year figure of H 1645.93 crores.

Your Company achieved total export sales of 0.15 million tonnes of Pellets, against previous years export of 1.591 million tonnes. Your Company achieved 23.45% of total revenue from operations through export. Income from Sale of Services (Mineral Exploration Services & Pellet Manufacturing Services) during the year was H 106.70 crores against H 11.88 crores of previous year. Other Income comprising of Income from Treasury Operation and other Miscellaneous Income has decreased to H 50.11 crores from H 50.39 crores.

Profits / Loss

During the Financial Year, your Company incurred a Loss of H 205.07 crores against a Loss H 63.70 crores in the previous year.

DIVIDEND AND APPROPRIATIONS

Your Company being a CPSE, pays dividend in compliance with DIPAM guidelines issued from time to time by Ministry of Finance and Board approved Dividend Distribution Policy in terms of the Regulation 43A of SEBI (LODR) Regulations, 2015 which is available at weblink https://kioclltd.in/table.php?id=282&lang=EN.

The Board of Directors had not recommended payment of dividend for the year 2024-25 considering the loss incurred by the Company. Further, no amount is transferred to reserves of the Company.

DIVIDEND HISTORY OF LAST 7 YEARS- (Excluding DDT) (Excluding DDT)

Financial Saliency

As on 31-03-2025, the Company had a net cash and Bank Balance of H 729.78 crores as against H 456.95 crores as on 31-03-2024..

Treasury Management / Investment of Surplus Funds

Your Company has a Board approved policy for investment of surplus funds since 06-04-2016. The policy is being reviewed and amended from time to time by the Board in line with DPE Guidelines.

Subsidiaries, Joint Ventures and Associates

During the FY 2024-25, the Company has no Subsidiaries, Joint Ventures and Associates.

Credit Rating

The Credit rating of the Company is covered in the Corporate Governance Report of the Company.

Details of Deposits

The Company has not accepted any deposits during the year.

Short Term Loans

As on 31-03-2025, there were no short-term borrowings outstanding (previous year: H32.93 crore).

Debt Equity Ratio

Debt equity ratio as on 31-03-2025 was NIL as compared to 0.03:1 of previous year due to increase in borrowings .

CAPEX

During the year under review the total CAPEX was H 27.34 crores, which was 14.72 % of the Revised Estimate (RE) of H 185.7 crores and against previous years CAPEX of H 97.42 crores.

KIOCLs ranking at Stock Exchange – A Top 500 Company

Your Company had been included amonvgst the top 500 listed Companies as per Market Capitalization on BSE and stands at 391 with Market Capitalisation of H 14,339.89 crores as on 31-03-2025.

Market Capitalisation

H IN CRS

MoU Performance

Ministry of Steel informed the Inter-Ministerial Committee IMC) that, KIOCL Limited is having either sub-optimal operations or downward trend in Production/Revenue from operations and requested to exempt from MOU mechanism.

IMC agreed to the request and decided to exempt KIOCL from signing MoU for the FY 2024-25.

Risk Management

Pursuant to the requirement of Regulation 21 of the Listing Regulations, the Company had constituted a Board level Risk Management Committee w.e.f. 26-03-2019 and has a robust Risk Management Policy framework to identify, evaluate and prevent / reduce impacts of the risks on Company's Business. Risk preventive work culture with strength to mitigate / reduce the risks impacts are developed within the organisation to enhance Company's performance. The details of Risk Management Committee and its terms of reference are set out in the Corporate Governance Report. In line with Risk Management Policy, your Company has an established procedure to proactively identify, analyse and mitigate risks.

Implementation of Risk Management Policy

The Company has been continuously assessing its risks to ensure sustained business operations aligned with its long-term objectives. The following are the roles and responsibilities for effective implementation of Risk Management System across the organization: -

The Company has identified following major risks: -

MARKETING & SALES RISK

OPERATIONAL RISK

FINANCIAL RISK

PEOPLE RISK

Directors and Officers insurance

The Company has undertaken Directors and Officers Liability insurance (‘D and O insurance') Policy for all its directors, including Independent Directors and Officers.

Particulars of Loans, Guarantees or Investments

There was no loan, guarantee or investment made under Section 186 of the Companies Act, 2013.

Related Party Transactions (RPTs)

During the period under review, no transactions were entered with Related Parties as defined under the Section 188 of Companies Act, 2013 read with Regulation 34(3) and Para A of Schedule V of the SEBI Regulations, 2015, as such annexure AOC-2 is not furnished. Further, details of related party transactions entered by the Company, in terms of Ind AS-24 have been disclosed in the notes no. 28.2.4 to the financial statements forming part of Annual Accounts 2024-25. The same were also disclosed to Stock Exchanges on half yearly basis as required under Regulation 23(9) of SEBI (LODR), Regulations, 2015.

The Board approved Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions is available on the Company's Website at https://kioclltd.in/table. php?id=280&lang=EN.

Material Changes and Commitments, if any, affecting Financial Position

There was no material change / commitment occurred affecting the financial position of the Company after the financial year ended 31-03-2025 till the date of this report and there was no change in business.

Management Discussion and Analysis Report

The Management discussion and analysis report as a part of Director's report is set out in this Annual Report in terms of the provisions of Regulation 34(2)(e) of the SEBI (LODR) Regulations, 2015.

Business Responsibility & Sustainability Report

In accordance with Regulation 34(2)(f) of the SEBI Listing Regulations, the Securities and Exchange Board of India (‘SEBI'), in May 2021, introduced new sustainability related reporting requirements to be reported in the specific format of Business Responsibility and Sustainability Report (‘BRSR').

SEBI has mandated top 1,000 listed companies, based on market capitalisation, to transition to BRSR from FY 2022-23 onwards. Accordingly, the Company is pleased to present its BRSR for the financial year 2024–25, which forms an integral part of the Directors' Report.

BUSINESS AND OPERATIONAL REVIEW

Pellet Plant Unit

Your Company produced 0.926 million tons of Pellets during the year 2024-25 as compared to 1.906 million tons in the previous year and sold 0.977 million tons of Pellets as against 1.790 million tons in the previous year. Out of the total quantity sold, exported quantity was 0.155 million tons which was about 31% of the total sales.

Blast Furnace Unit

The Blast Furnace Unit (BFU) remained under suspension due to uneconomic price of Pig Iron and high Coke Price since August 2009. Your Company is in the process of implementing the backward integration of BFU (Coke Oven) to make its operations economically viable.

Capacity Utilization & Sales performance

A snapshot of production target vis-a-vis actual achievement with capacity utilization and sales performance during last five years including current year are depicted at Table 1 & 2.

Table 1: Capacity Utilisation

(Qty. In Million Tons)

(Installed capacity of Pellet Plant is 3.500 million tons / annum).

* The Company was exempted from signing MoU.

Table 2: Sales Performance

(Qty: in Million Tons, Value: H In crores.)

* During the financial year 2024-25, the Company sold 72 Metric Tonnes of Auxiliary.

(Note: Pig Iron includes Auxiliary)

Mineral Exploration Works

Highlights on performance of Mineral Exploration works carried out are:

1. KIOCL as NEA (Notified Exploration Agency)

1.1. Going beyond iron ore processing, we have been serving as a recognized Notified Mineral Exploration Agency (NEA) empowered to conduct exploration projects nationwide since 2015. We partner with the Ministry of Mines for promotional exploration projects and offer contractual exploration services to state governments, public sector companies and private entities. Our team contributes to India's mineral wealth by participating in regional and detailed exploration programmes under the National Mineral Exploration Trust (NMET) and state government departments. We focus on identifying areas with high mineral potential (OGP areas) using established geoscientific methods, ensuring a sustainable future for India's mineral resources.

1.2. From 2015 to till date, KIOCL has handled 36 Mineral Exploration projects (29 completed and 07 under progress). Mineral Exploration works of 29 blocks are completed with total resources/reserve establishment of 2743.74 million tonnes of various mineral commodities like Iron Ore, Limestone and low-grade Nickel. Out of 29 completed blocks, 21 blocks are under auction process (8 completed + 13 under progress) by Govt of Karnataka and Tamil Nadu.

2. KIOCL venturing into the arena of exploration for CRITICAL MINERALS.

2.1. Ministry of Mines, Govt of India, on 24th Jul 2023 has released a list of 30 critical minerals crucial for its economic growth and development across sectors, such as energy, telecommunications, defence, and more. By producing this list, India is acknowledging the need to mitigate supply chain disruptions that could affect its access to these critical mineral resources. Besides the list, the government has released a policy roadmap that support's the country's ambition for cleaner technologies and its goal of becoming a net zero emitter of greenhouse gases.

2.2. With the aim of providing the support to Ministry of Mines, GoI, in augmenting Critical Minerals, KIOCL is currently handling Three (3) G4/ G3 level Mineral

Exploration Works of Copper, Gold, Graphite and Rare Earth Elements (REE) in the state of Karnataka and Tamil Nadu (Nagawanda Copper Block, Arasanur Graphite Block and Samalpatti REE Block).

3. KIOCL as GOLD EXPLORER.

3.1. Gold being precious metal which plays a crucial role in India's economy by considerably contributing to the GDP, KIOCL has entered in to the arena of Gold exploration by carrying out G4 level of exploration works for Gold over an extent of 50 sq km in Yadiyuru Block, Mandya (Dist), Karnataka.

4. KIOCL as NEA carried out 488.5m of Core drilling works during the FY 2024-25 and achieved cumulative drilling meterage of 10,067.25m from 2019 to till date.

5. Generated a revenue of J 3.02 crores (Including GST) from Mineral Exploration works during the FY 2024-25 and cumulative revenue of J 39.20 Crores (Including GST) from past 7 years.

Key Initiatives and Projects

Number of Projects Approved & Value of the Projects

A total of four (04) major approved projects were under implementation during the financial year 2024–25, with a cumulative project outlay of H1168.34 crores, inclusive of GST.

The projects undertaken during FY 2024–25 are as follows:

1. Devadari Iron Ore Mine at Sandur, Ballari – Project cost: H882.46 crores (inclusive of GST).

2. Installation of a Coke Oven Plant – Capital outlay: H218.30 crores (inclusive of GST), as part of the forward and backward integration projects of the BFU.

3. Installation of Vertical Pressure Filters at PPU, Mangaluru- Project cost: H 106.20

4. Mechanized Coal Handling System at PPU – Project cost: H30.78 crores (inclusive of GST).

Note: Installation of Dual Burner System in the Indurating Machine at PPU – Project cost: H36.80 crores (inclusive of GST); [Implementation of this project has been deferred.]

EXPANSION OF MARKET BASE

Efforts have been made to expand the customer base to de-risk the business only to a limited extent. During FY 2024-25, a total of 6 new customers were added to the list of empanelled buyers to expand the Customer Base for sale of iron ore pellets, which has helped to de-risk its business by way of reducing the reliance on export market.

CAPEX AND GROWTH PLAN

For long term sustainability / viability of your Company in the competitive market environment and consistent steady growth, your Board had accorded approval for various CAPEX Projects, the status of CAPEX/Growth Plan is given below:

STATUS ON DEVELOPMENT & COMMENCEMENT OF DEVADARI IRON ORE MINE AS ON 31.03.2025

1. Govt. of Karnataka issued notification dated 23.01.2017 for reserving an area of 470.40 ha in Devadari Range, Sandur Taluk, Bellary District for Iron Ore and Manganese Ore mining in favour of KIOCL Ltd., under the provisions of Section 17A (2) of MMDR Act, 1957.

2. As per direction of DMG GoK, KIOCL obtained all statutory clearances and executed Mining Lease Deed of Devadari Iron Ore Mine (ML No. 020 of 2023) with Director, Mines and Geology, Govt. of Karnataka on 02.01.2023 for 388.0 ha area for a period of 50 years for mining of Iron Ore and Manganese Ore. Further same has been registered on 18.01.2023 at the Office of Sub-Registrar, Sandur, Ballari Dist.

3. Modified Mining Plan necessitated due to change in land use pattern because of reduction in ML area during forest clearance from MOEF & CC was approved by IBM on 11.10.2023 over an extent of 388 Ha.

4. Govt. of Karnataka issued Government Order on 11.04.2023 for diversion of forest land for Devadari Iron Ore Mine. Further, O/o PCCF (FC) and Nodal Officer, Forest Department Bangalore issued instructions to DCF, Ballari on 02.12.2023 for executing Forest Lease Agreement for handing over of forest land to commence mining activities.

5. Hon'ble Minister for Forest Environment & Ecology, GoK directed ACS (Forest Environment & Ecology Department), Govt. of Karnataka, not to execute the FLA and also not to handover the forest land to KIOCL vide a Note dtd 21.06.2024 for commencement of mining activities at Devadari Range Forest till the CEC directives on certain irregularities / FC Act violations at Erstwhile Kudremukh Mines are implemented. As per instruction of Minister for Forest Environment & Ecology, Gok Execution of the Forest lease Agreement (FLA) of DIOM and subsequent handover of forest land by Forest Dept, Govt of Karnataka is pending.

6. As Forest Dept, Govt of Karnataka has denied to execute the FLA and subsequent handover of Devadari forest land due to linking the regularisation of forest issues of erstwhile Kudremukh mine, KIOCL filed a Writ Petition on 12.12.2024 before the Hon'ble High Court of Karnataka seeking direction to Forest Department/GoK to execute FLA & handover the diverted forest land KIOCL for commencement of Mining. The matter is under sub judice.

7. Writ Petition No.13311/2021 (PIL) dated 20.07.2021 filed by Mr. Giridhar Kulkarni before Hon'ble High Court of Karnataka challenging the recommendation of Stage-I Forest Clearance by MoEF&CC, GoI, Reservation notification issued by GoK for Devadari Iron Ore Mine etc. On 13.02.2025 hearing, the case is dismissed as petitioner withdrawn.

8. On the basis of a News Paper article dtd 17.06.2024 appeared in Deccan Herald, The National Green Tribunal (NGT), Principal Bench, New Delhi, suo – motu registered a case on 11.07.2024 vide OA No. 793/2024 to be listed before Southern Zonal Bench at Chennai on 11.09.2024, citing the virgin forest/no. of trees to be cut etc. NGT issued notices to the PCCF, GoK Bengaluru; Integrated Regional Office of MoEF & CC Bengaluru, KSPCB, Bengaluru & DC, Ballari. Further, the case was heard before the NGT, Southern Zone Bench on 24.01.2025 and on hearing the case, the original application is disposed of.

9. KIOCL, obtained approval for extension of one year period for one time in a lease period to record production & dispatch of mineral for DIOM under the provisions of sub-section (4) of Section 4 (A) of MMDR Act, 1957 from DMG GoK, vide letter dtd. 30.12.2024.

10. Company has obtained EC amendment from MoEF & CC, GoI vide letter / file no. IA-J-11015/28/2018-IA-II(M) dtd. 09.12.2024, as an interim arrangement for transportation of iron ore by road till installation of Downhill Conveyor System/ over a period of two (02) years i.e. on or before 31stOctober 2026 to Environment Clearance conditions for transportation / despatch of ore through road till conveyor system is installed.

11. PIB/ Govt of India approved DIOM Project with an estimated cost of H882.46 Crores (Phase I) including post facto approval of the pre-operative expenditure of H529.19 Crores. The cost of Phase– I of the Project is to be met through reserves of KIOCL Limited and balance through debt, with a debt-to-equity ratio of 30:70. The approval was communicated to KIOCL by Ministry of Steel vide letter dtd 28.06.2024.

12. Devadari Iron Ore Mine FLA execution issue is also raised in PMG /Pragati Portal for its resolution.

13. Indian Council of Forestry Research and Education (ICFRE), Dehradun, prepared & submitted the Final R & R Plan for Devadari Iron Ore Mine on 27.03.2024 to DMG Bangalore and same was submitted to Member Secretary, Central Empowered Committee (CEC), New Delhi for approval. On approval of R&R Plan by CEC, the same shall be implemented.

14. Commencement of Development and Production at Devadari iron ore mine is scheduled to start by 01.12.2025.

Installation of Vertical Pressure Filters at PPU, Mangaluru

The installation and commissioning of four Vertical Pressure Filters have been successfully completed, with an expenditure of H 106.20 crores against the approved budget of H 158.60 crores. The Performance Guarantee (PG) test was conducted, and the desired parameters were achieved in accordance with the contract norms. The Vertical Pressure Filters are being operated successfully.

Installation and Commissioning of Coke Oven Plant under Backward Integration Project at BFU, Mangaluru

KIOCL'sBoardandthePublicInvestmentBoard(PIB)haveapproved the project with a total capital outlay of H 836.90 crores. The Ministry of Environment, Forest and Climate Change (MoEF&CC) granted environmental clearance (EC), and the Karnataka State Pollution Control Board (KSPCB) provided consent for the expansion in June 2021, valid until June 2026. M/s MECON has been appointed as the EPCM consultant for the project. The main technological components include an NRHR-type Coke Oven Plant, a Waste Heat Recovery Power Plant, a Ductile Iron Spun Pipe Plant, a Pulverised Coal Injection (PCI) Plant, Oxygen and Nitrogen Plants. The captive coke oven and PCI system will significantly reduce the raw material costs for Blast Furnace operations.

The agreement for the Coke Oven Plant was signed with M/s Tuaman Engineering Ltd, Kolkata, in November 2021. A Tripartite agreement was also executed among KIOCL, M/s Tuaman Engineering Ltd, and M/s CIMFR, Dhanbad, the technology provider under the Atmanirbhar Bharat Initiative. The total project cost for the Coke Oven Plant is H 218.30 crores, inclusive of GST. Construction of the Coke Oven Plant is currently underway, with a physical progress of 70% as of 31st March 2025.

KIOCL is actively exploring joint venture opportunities for the establishment of value-added plants as part of the forward integration of the Blast Furnace, in accordance with Ministry guidelines. M/s PwC has been engaged as a consultant to assist in the selection of a suitable JV partner.

Mechanized Coal Handling System at PPU, Mangaluru

The mechanized coal/coke handling system was conceived to build a coke shed and material handling system, primarily as an environmental pollution control measure. This project will help reduce the moisture content of coke fines/limestone, minimize the consumption of furnace oil, and prevent washout of coal/coke fines into stormwater drains during monsoon. The construction of the coke shed under Phase-I has been completed, and material procurement for Phase-II is underway

The cost of the project is H 30.78 Crores including GST.

INFORMATION TECHNOLOGY FOR DIGITAL TRANSFORMATION

Networking system

The revamped network with managed L2 and L3 core switches, as well as optical fibre cables (OFC) and copper cables, enabled high-speed and reliable data transmission. This revamped network design lays the foundation for efficient data flow and seamless communication across the organisation. The implemented managed network setup enables centralised management and monitoring of data traffic, facilitating effective troubleshooting and maintenance.

With the implementation of an NMS server equipped with Active Directory (AD) and Authentication, Authorisation and Accounting (AAA) software, the company has bolstered its network security and streamlined administrative tasks.

Data and cyber security

With digitalisation on the rise, ensuring the security of data and online services is of utmost importance. KIOCL has deployed best in-class technologies to protect the confidentiality, integrity and availability of digital assets. Advanced security systems, including the Fortinet Next Generation Firewall and Bit Defender Endpoint Security, are deployed to safeguard the networks and end-point devices from cyber threats. These systems proactively detect and mitigate potential vulnerabilities, ensuring a robust defence against malicious attacks. Moreover,

your company conducts regular IT audits and Vulnerability Assessment and Penetration Testing (VAPT) exercises to identify and address any security gaps promptly. By prioritising data and cyber security, the company instils trust and confidence in the stakeholders, safeguarding sensitive information and mitigating potential risks.

Awareness Session on Cyber Hygiene and Security

An awareness session on Cyber Hygiene and Security was conducted with the objective of sensitizing employees about safe practices in the digital environment. The session covered essential topics including password management, phishing awareness, secure browsing habits, software updates, and the importance of multi-factor authentication. The session aimed to build a proactive cybersecurity culture among the workforce, thereby reducing organizational vulnerabilities and ensuring compliance with IT security policies.

Enterprise efficiency through ERP application

SAP application is being used to enhance operational efficiency, data accuracy, and informed decision-making. By integrating core business functions such as finance, materials management and human resources, SAP facilitates streamlined workflows and real-time data access. This comprehensive ERP system supports standardisation of processes and improves resource planning.

Further, SAP functions have been integrated with the GeM portal for all Post-order GeM transaction, Bank for Vendor Payments, NIC services for email and SMS alerts, and biometric attendance data of employees.

A portal for retired employees has been developed for Online Registration, Enrolment and Renewal of Medical Insurance. The portal will be live during the next FY 2025-26.

HUMAN RESOURCE MANAGEMENT AND INDUSTRIAL RELATIONS

Human Capital

Total number of employees on the rolls of the Company as on March 31,2025 is 532 consisting of 165 Executives, 38 Supervisors and 329 Non-Executives. Details are given below:

Employee Welfare

The Company has setup full-fledged facilities at Mangaluru by establishing a well-planned township, First Aid Centre, Ambulance, Recreation centre, Sports events, Canteen facility, Auditorium, IT infrastructure to conduct various Meetings, Trainings etc. Issues relating to productivity, safety, welfare, etc., are mutually discussed with employee representatives.

Persons with Disabilities Act, 1995

KIOCL ensures compliance under Persons with Disabilities Act,1995. Suitable provisions/modifications are made in the workplace to meet the requirements of persons with disability.

Human Resource Development

Various training programs including in-house training programs, nominations for external seminars, conferences were carried out to enhance the skill sets of employees During the year, 2770 of man-days of training was imparted to the employees.

Brief on Succession Planning;

In line with Succession Planning policy of the Company, KIOCL has recruited 4 Executives under Lateral Entry in Group ‘A' during the year 2024-25.

Details of RTI applications and queries received during the FY 2024-25;

During the period, KIOCL has received 50 RTI applications on various matters and suitable reply was sent within stipulated period of time.

Recruitment & Superannuation:

KIOCL has recruited 4 Executives under Lateral Entry in Group ‘A' during the year 2024-25.

60 employees were superannuated from the Company on attaining the age of superannuation.

No employees were separated under Voluntary Retirement Scheme during 2024-25.

Industrial Relations

Your Company continued to maintain harmonious industrial relations, co-operation between the elected representative bodies of employees and management.

Prevention of Sexual Harassment of Women at Workplace

KIOCL has a zero tolerance towards sexual harassment at the workplace. In line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act), an ‘Internal Complaints Committee' has been constituted in the Company for redressal of complaint(s) against sexual harassment of women employees. No complaint was filed during the year under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Internal Complaints Committee (ICC) was constituted in KIOCL limited as per guidelines of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The four members Internal Complaints Committee (ICC) was constituted with an eligibility span of 3 years to deal with complaints of sexual harassment at workplace, wherein, three internal officers constituting one male officer and one external member (with legal experience).

KIOCL has constituted ICC at its working/administrative units both at Bengaluru and Mangaluru to oversee matters related to the said subject, and conduct training on gender awareness for employees. The ICC is comprising of Presiding Officer women working at senior level as employee, two members (minimum) from amongst the employees committed to the cause of women and a member from amongst NGO/associations committed to the cause of women or person familiar with the issue of Sexual Harassment.

The ICC meeting was held at Corporate Office, Bengaluru on 7th December, 2024 with Smt. Hemalatha Mahishi (ICC Member) Member from NGO, Sr. Advocate, High Court of Karnataka. Wherein, an awareness session on The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) (POSH) Act, 2013 was conducted to the women employees working in KIOCL Ltd.

During FY 2024-25 there are no complaints received on sexual harassment.

The Annual Report under Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013 for the year ending December 31st, 2024 is submitted to the Deputy Commissioner.

Remuneration Policy

The Policy of Remuneration to Directors, KMP & other Employees in pursuance to Schedule II Part D (1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on Company website at weblink https://www.kioclltd.in/table. php?id=282&lang=EN. Your Company is a Government Company within the meaning of Section 2 (45) of the Companies Act, 2013 and being a Central Public Sector Enterprise under Ministry of Steel, the remuneration and other benefits of the employees of the Company are fixed / decided by the Department of Public Enterprises (DPE), Govt. of India.

Remuneration of Whole Time Directors

The salary and/or allowances of the Whole Time Directors are decided by the President of India.

Remuneration of Independent Directors

Independent Directors are appointed by the President of India. The remuneration to Independent Directors is paid by way of sitting fee for attending Board of Directors meeting and Committees meetings thereof. The sitting fee is being paid to Independent Directors within the ceiling limit prescribed under Section 197 (5) read with Rule 4 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Remuneration of Government Directors

No remuneration either by way of salary / allowances or sitting fee is paid to Government Directors representing Ministry of Steel.

Remuneration of KMPs other than Directors

The salary and allowances of KMPs, other than Directors, are governed by the pay scales determined in accordance with DPE Guidelines.

Man-days Trainings

During the year, 2770 Man-days training was imparted to the employees. Further, the Company in its commitment to good corporate governance, also imparts skill development training to contract workers, apprentices, students from managerial and technical institutes as well as for local population.

Particulars of Employees

Ministry of Corporate Affairs vide its notification dated June 5, 2015 exempted Government Company with the applicability of Section 197 of the Companies Act, 2013. However, the remuneration received by the employees of the Company, had not exceeded the limit prescribed under Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Public/Staff Grievance Redressal

KIOCL Limited has framed a well-defined grievance procedure, evolved under the ‘Code of Discipline'. Staff Grievances received are redressed to the satisfaction of the aggrieved. With respect to public grievance, as and when any complaints are received, necessary remedial action is taken promptly. Complaints/ grievances other than the staff grievance are categorized into customer / consumer complaints / grievances from the Contractors, NGOs / General Public etc. The respective project heads are empowered to dispose of the grievances concerning their areas.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) and Para-C of SEBI (LODR) Regulations, 2015, a separate section on Corporate Governance along with certificate from Practising Company Secretary confirming the level of compliance is attached and forms a part of the Board's Report.

Directors and Other Key Managerial Personnel

As on financial year ended March 31, 2025, the Board consists of three members, two of whom were executive or whole-time Directors & one non-executive Director, representing Ministry of Steel. Details of sitting fees / remuneration paid to Directors and to KMP's respectively are provided at table no.15 in Corporate Governance Report.

Declaration by Independent Directors

The Company received necessary declaration from Independent Directors under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations. The Board of Directors at its 292nd Meeting held on May 29,2024, noted the declarations. Independent Directors of the Company have registered themselves with Independent Directors databank in compliance with Companies (Creation and Maintenance of database of Independent Directors) Rules, 2019 and Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019.

Women Directors

As on 01st April, 2024, the company had two women directors on Board, Smt. Sukriti Likhi, Non-Executive Govt. Nominee Director representing Ministry of Steel and Dr. Usha Narayan, Independent Director. However, as per MoS order, Smt. Sukriti Likhi had resigned from the Board w.e.f 19.08.2024 and Dr. Usha ceased to be a member of the Board w.e.f 31.10.2024 due to completion of her 3-year tenure. As at the end of the financial year on March 31, 2025, the Board of the Company did not comprise any women Directors.

Changes in the Composition of the Board

Inductions / Cessations

In terms of Article 91 of the Articles of Association of the Company, the President of India is vested with the power to appoint the Directors of the Company from time to time and shall determine the term of office of such Director Accordingly, the following appointments/cessations on the Board of your Company were carried out as per the directives of the President of India: -

1. Shri T Saminathan, who was appointed as Chairman-cum-Managing director by the Ministry of Steel vide Order No. 5/1/2020 dated 07.09.2021, superannuated from the post w.e.f 31.05.2024.

2. Shri Ganti Venkat Kiran who was appointed as Director (Production & Projects) by the Ministry of Steel vide Order No. 5/3/2021 dated 08.05.2023 has assumed the post of Chairman-Cum-Managing director vide Order No. S-14015/2/2023-BLA dated 22.04.2024, w.e.f 01.06.2024.

3. Pursuant to Department of Personnel and Training's communication No. 36/01/2024-EO(SM-I) dated 16.10.2024, Ms. Sukriti Likhi, IAS (HY:93), Additional Secretary & Financial Adviser, Ministry of Steel has relinquished the charge from the Ministry w.e.f. 19.08.2024 (FN). Consequently, she ceases to hold the charge of Government Nominee Director on the Board of KIOCL w.e.f. 19.08.2024 (FN).

4. In Pursuance of the Ministry of Steel's Order No. 1/10/2015-BLA (Vol-V) (pt.) dated 01.11.2021, Shri. Changdev Sukhadev Kamble and Dr. Usha Narayan ceased to be Independent Directors on the Board of KIOCL Limited w.e.f 31.10.2024 due to completion of their 3-year tenure.

5. Shri. Vinod Kumar Tripathi, Joint Secretary, Ministry of Steel, was appointed as Government Nominee Director on the Board of Directors of KIOCL Limited vice Dr. Sanjay Roy by the Ministry of Steel vide its Order No. S-14011/1/2022-BLA dated 06.11.2024. Accordingly, Shri Dr. Sanjay Roy ceased to be Director on the Board of KIOCL Limited w.e.f 06.11.2024.

6. Pursuant to Ministry of Steel's Order No. 1/1/2025-BLA dated 15.04.2025, Shri. Changdev Sukhadev Kamble was reappointed as an Independent Director on the Board of KIOCL Limited w.e.f 15.04.2025.

7. Shri., Gopalkrishnan Ganesan, Director, Ministry of Steel, was appointed as Government Nominee Director on the Board of Directors of KIOCL Limited vice Vinod Kumar Tripathi by the Ministry of Steel vide its Order No. S-14011/1/2022-BLA dated 11.06.2025. Accordingly, Shri Vinod Kumar Tripathi ceased to be Director on the Board of KIOCL Limited w.e.f 11.06.2025.

Additional charge assigned to Directors

1. The Ministry of Steel vide its letter no. S-14015/4/2023-BLA dated 19.04.2024 had assigned Additional charge of Director (Finance) to Shri Binay Krushna Mahapatra, Director (Commercial) w.e.f. 17.04.2024. Accordingly, he was holding the post of Director (Finance) [Additional charge] upto 17.04.2025.

2. The Ministry of Steel vide its letter no. S-14015/4/2023-BLA-Part (1) dated 14.05.2025 had assigned Additional charge of Director (Finance) to Shri Ganti Venkat Kiran, Chairman-Cum-Managing Director w.e.f. 13.05.2025. Accordingly, he is holding the post of Director (Finance) [Additional charge].

3. The Ministry of Steel vide its letter no. S-14015/2/2024-BLA dated 14.05.2025 has extended Additional charge of Director (Production & Projects) which was held by Shri Ganti Venkat Kiran, Chairman-Cum-Managing Director w.e.f. 01.06.2025. Accordingly, he is holding the post of Director (Production & Projects)-[Additional charge].

Appointments / Resignations of KMP

1. Shri T Saminathan ceased to be the CMD and CEO of the company w.e.f 31.05.2024

2. Shri Ganti Venkat Kiran was appointed as CMD and CEO of the Company w.e.f 01.06.2024.

3. Shri Pushp Kant Mishra, ceased to be the Company Secretary and Compliance officer of the Company w.e.f. 09.07.2024 due to resignation.

4. Shri K V Balakrishnan Nair was appointed as Company Secretary and Compliance officer of the company w.e.f 14.08.2024.

5. Shri Saumen Das Gupta, Chief General Manager (Finance) ceased to be the CFO of the company w.e.f 31.12.2024 due to superannuation.

6. Shri Ram Krishna Mishra, Chief General Manager (Finance) was appointed as CFO of the company w.e.f 13.02.2025

7. Shri. K V Balakrishnan Nair ceased to be the Company Secretary and Compliance officer of the company w.e.f. 25.04.2025 due to resignation.

8. Shri Clafton Siddharth, Asst. Company Secretary was appointed as Company Secretary and Compliance officer of the Company w.e.f. 28.05.2025.

Key Managerial Personnel

In accordance with Section 203 of the Companies Act, 2013, the Key Managerial Personnel (KMP) of the Company are as follows:

Shri. Ganti Venkat Kiran took charge as Chairman-cum-Managing Director and CEO with effect from 01.06.2024, Shri. K. V. Balakrishnan Nair served as Company Secretary and Compliance Officer from 14.08.2024 up to 25.04.2025 and Shri. Clafton Siddharth took charge as Company Secretary and Compliance Officer with effect from 28.05.2025. Shri. Saumen Das Gupta served as Chief Financial Officer (CFO) up to 31.12.2024 and Shri Ram Krishna Mishra took charge as CFO of the company with effect from 13.02.2025.

Directors Retiring by Rotation

In terms of Section 152 (6) of the Companies Act, 2013, Shri Binay Krushna Mahapatra, (DIN: 09613777) Director (Commercial), being longest in office shall retire by rotation at the ensuing AGM and being eligible for re-appointment, offers himself for reappointment. The Board recommends his re-appointment.

Number of Meetings of the Board

The Board met six (6) times during the year under review. The details of meetings held are given in the Corporate Governance Report. The maximum interval between any two Meetings did not exceed 120 days. The Meetings were conducted in compliance with relevant guidelines as given under SEBI (LODR) Regulations, 2015 and Secretarial Standard -1 issued by the Institute of Company Secretaries of India (ICSI).

Directors Responsibility Statement

Pursuant to Section 134 of the Companies Act, 2013 (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force), the Directors of the Company state that:

a) In the preparation of the Annual Accounts for the Financial Year ended March 31, 2025, the applicable Accounting Standards had been followed along with proper explanation relating to material departure.

b) The Company has selected such Accounting Policies and applied them consistently and made judgments & estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit & Loss of the Company for that period.

c) The Company has taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d) The Company have prepared the Annual Accounts on a going concern basis. e) The Company has laid down Internal Financial Controls, which are adequate and are operating effectively. f) The Company has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The aforesaid statement has also been reviewed and confirmed by the Audit Committee and the Board of Directors of the Company.

Annual Return

The Annual Return of the Company as on March 31, 2025 in Form MGT-7 in accordance with Section 92(3) read with Section 134(3)(a) of the Act and the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at weblink https://www.kioclltd.in/data.php?id=191&lang=EN.

MCA-21 e-filings

During the year under review, the Company filed all the statutory forms and returns electronically as per the manner and conditions for filing prescribed under Companies (Registration Offices and Fees) Rules, 2014. The financial statements for the year 2024-25 were filed in accordance with the requirements of Section 134 read with Companies (Filing of Documents and Forms in Extensible Business Reporting Language) Rules, 2015.

Compliance with Secretarial Standards

The Company complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

Other disclosures

Statutory Auditor

The C&AG of India vide its letter dated 21.09.2024 had appointed M/s G BALU ASSOCIATES LLP, Chartered Accountants as the Statutory Auditor of the Company under Section 139 of the Companies Act, 2013 for the financial year 2024-25. The Auditors have confirmed that they are not disqualified from being appointed as Auditors of the Company. The Auditors remuneration for the year was fixed at H8.50 Lakhs plus applicable taxes for Statutory Audit. The total amount paid to the Statutory Auditors for all services rendered to the Company during the Financial Year 2024-25 was H13.05 Lakhs.

The Statutory Auditors have issued an unmodified opinion on the financial statements for the financial year 2024-25 and the Auditor's Report forms part of Annual Report.

Cost Records and Cost Audit

The Company is maintaining the cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013. The Cost Audit Report for the Financial Year 2023-24 was filed with the Ministry of Corporate Affairs on 27/09/2024. The Cost Audit Report for Financial Year 2024-25 is under finalisation and will be submitted to the Ministry of Corporate Affairs within the prescribed timeline.

Cost Auditor

The Company maintains cost records as required under the provisions of the Companies Act. The Company had appointed Cost Auditors for conducting the audit of the cost records maintained for its Pellet Plant Unit during the Financial Year 2024-25. A remuneration of H 55,000/- was fixed by the Board for payment to the cost auditors for Financial Year 2024-25, which was ratified by the shareholders in the last AGM. The cost audit reports are filed with the Central Government in the prescribed form within the stipulated time. For the Financial Year 2025-26, the Board in the absence of the Audit Committee has appointed M/s Dhananjay V Joshi & Associates, Cost Accountants to audit the cost records. The remuneration payable to the Auditor being placed before the members in this Annual General Meeting (AGM) for their ratification vide Resolution at Item No. 7 of the Notice convening the AGM.

The Cost Audit Report for the financial year 2024-25 does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s P.S. Bathla & Associates, Company Secretaries, Practicing Company Secretary for conducting the Secretarial Audit for the Financial Year 2024-25.

The Secretarial Audit Report and Secretarial Compliance Report for the financial year 2024-25 forms part of this report.

Internal Auditor

Pursuant to provisions of Section 138 of the Companies Act, 2013 read with rule 13 of Companies (Accounts) Rule 2014 and based on the recommendation of the Audit Committee, the Board of your Company had appointed M/s Rao & Emmar, Chartered Accountants, Bangalore as the Internal Auditor of the Company for conducting Internal Audit for the Financial Year 2024-25 at audit fees of H8,85,500/- (excluding GST). The objective of internal auditing is to assist the Audit Committee/ Management in the effective discharge of their responsibilities by furnishing them with analysis, appraisals, recommendations and pertinent comments concerning the activities reviewed. Besides conducting transaction audit with adherence to legal and regulatory requirements, Internal Audit is to evaluate the adequacy of risk management and internal control system in the Company. While focusing on effective risk management and control in addition to appropriate transaction testing, the Internal Audit offers suggestions for mitigating current risks and also anticipate areas of potential risks. The quarterly Internal Audit Report is being placed before the Audit Committee for its information and review.

Reporting of Frauds by Auditors

During the year under review, Auditors have not reported to the Audit Committee (under Section 143 (12) of the Companies Act, 2013) any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's report.

C&AG Audit

The Comptroller & Auditor General of India (C&AG) vide its letter dated 05.08.2025 has conveyed "NIL" comments on the accounts of the Company for the year ended March 31, 2025. Copy of the same is annexed to this Report.

CORPORATE SOCIAL RESPONSIBILITY

The CSR obligation for FY 2024-25 was H149.72 lakhs. This amount was adjusted by availing Set-off of H486.04 lakhs from carry forward CSR expenditure from FY 2021-22 under the provisions of Section 135 of Company's Act, 2013. As a result, no CSR projects were undertaken during FY 2024-25.

The brief outline of the Corporate Social Responsibility (CSR) initiatives undertaken by the Company during the year under review form part of this Report as an Annexure in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amendments. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR policy is available on weblink https://www.kioclltd.in/table.php?id=282.

KEY INITIATIVES

Environmental Management and Pollution Control Measures:

1. Planted around 7.5 million saplings in and around mine area at Kudremukh.

2. Water head (Gravity) at Lakya dam is being used for drawing water for plant process requirement at Mangalore instead of pumping after the closure of mining activity at Kudremukh.

3. 80 KLD capacity STP has been commissioned and treated effluent is recycled in the process. The waste water generated in the process is treated and is completely recycled in the process. Pellet Plant unit is a Zero discharge unit.

4. The Captive Power plant of 28 MW capacity is being operated using low Sulphur Furnace oil to reduce the Sulphur emissions.

5. The DG Sets have been provided with acoustic enclosures to reduce the Noise levels.

6. The process chimneys have been provided with control equipment's such as Wet scrubbers, Multi clones and Bag filters.

7. Slurry pumps have been installed to pump back the storm water to the process.

8. Mist type sprinklers and large area type sprinklers have been installed at various locations in the plant to suppress the fugitive dust emissions.

9. The solid wastes generated in the plant premises is composted and used as manure.

10. The Hazardous wastes are segregated at source and stored in closed sheds category wise. These wastes are sold to agencies authorised by CPCB and KSPCB.

11. The scrap lead acid Batteries, E-wastes, Bio medical wastes are disposed as per the requirements prescribed in the relevant Acts.

12. Plantation activity is taken up every year with in the plant premises and neighbouring areas around Mangaluru.

13. Action has been taken to implement energy efficient lighting systems such as Solar and LED in the plant areas.

14. In order to efficiently process the IOF with different grades, 4 nos. of vertical pressure filters (Metso make), each with a capacity of 100 TPH were installed in the month of March 2024. With the operation of vertical pressure filters, power consumption reduces by about 11 units per ton of production, as compared to vacuum disc filters.

15. At the Blast Furnace Unit, the process has in-built online Dust Catcher and Gas Cleaning Plant for processing the gases generated in the Blast Furnace. Further, the CO gas, which is a by-product of Blast Furnace, is not let out to the atmosphere but effectively utilised to generate power in our 2 x 3.5 MW Captive Power Plant. A part of this gas is also used to preheating process air at stoves.

16. KIOCL has constructed a Coke Storage Shed (Closed shed) of capacity 32000 MT for storage of Coke fines.

17. The Pellet fines (2% of Pellet production) is recycled in the process after Re-Grinding. There is no solid waste generation in the Pellet Plant and other wastes such as plastic and paper wastes are recycled.

Training & Safety

Brief details of Training & Services department Mangalore (PP unit & BF unit):

(a) The Onsite emergency plan approved by the Director of Factories is in existence for both the Pellet plant and Blast furnace unit. The same will be updated as and when there is a change in plant condition as well as emergency team members. Emergency mock drills are conducted to practice the role of each member of the emergency team and to control all potential emergencies at PPU &BFU's. A mock drill was conducted on 22.11.2024, PP Dept, PPU. As a part of mutual aid, we are participating in the nearby chemical and gas industries.

(b) Worker's participation in the Safety Management system is one of the important subjects as per the Factories Act. The Company has formed area-wise Safety Committees. Worker's participation in these Safety Committees is ensured in PPU and BFU units of KIOCL. The Safety Committee meetings are conducted on 21.12.2024 & 25.03.2025 at PPU and 18.10.2024 & 20.01.2025 at BFU.

(c) The External Safety Audit has been conducted in the month of July - 2024 through M/s Bureau Veritas Industrial Services (India) Pvt Ltd, Bangalore, as per statutory requirement and to maintain the plant premises in safe condition, next is planned during June -2026.

(d) A very effective administrative tool for best safety practice communication is Safety Pep talk ensured by HOD and toolbox talk ensured by engineer in charge of each department which is being in practice in both units on a daily basis. This will educate safety awareness and to communicate major /minor accidents/near miss for all the employees including contractors and workmen.

(e) Various safety posters/cautions boards (Administration control) & Do's/ Don't were displayed at various locations of the plant premises.

(f) Achieved zero-man days loss in the FY 2024-25.

(g) Accident-free period in KIOCL limited from 12.12.2019 to 31.03.2025. Accident-free days after LTI: 1936 days.

(h) Safe Million-man hours for the year 2024-25 – 1.9MMH, Cumulative Million man hours: 9.6MMH since last accident.

(i) Various Training programmes are conducted as detailed below to inculcate Safety consciousness and to develop safety culture at plant premises such as Refresher Training on SOPs and Maintenance activities, First aid, Firefighting training, Awareness program on Environment, Safety at work permit System, Occupational health, Safety, Vigilance, Sustainable development, and Productivity.

(j) Discussion on critical Safety observations once in every week is being done under the Chairmanship of Factory Manager.

(k) Safety Inspections are carried out regularly once in a week and once in two months by the Safety department executives along with the concerned department executive engineers and Safety committee members. The inspection reports were prepared and reported to concerned Departmental Heads for compliance.

(l) Suitable ISI standard Personal Protective Equipment such as Safety Helmets, Safety Shoes, Respirators, Raincoats, Hand Gloves, Safety Goggles, Face shields, Aprons, Ear plugs/ muffs are purchased and issued to all employees, including Contract labourers to protect them against workplace hazards. H 4,65,053 (Four Lakh sixty-five thousand fifty-three only) worth PPE purchased during FY 24-25 and the same is planned for the year 2025-26.

(m) As per Factories Act 1948, National Safety Week is being celebrated every year. The previous National Safety Week celebration was conducted from 4th March 2025 to 10th March – 2025. As a part of National Safety Week, Safety slogans in- Kannada, English and Hindi and Safety posters painting are planned in addition to four guest lectures are planned. The photographs of the Safety week celebrations are attached.

(n) The 54th National Safety Day celebration by Department of Factories, Boilers & Industrial Safety & Health, Govt of Karnataka in association with National Safety Council, Karnataka Chapter-Mangaluru Action Center, organised a Safety Quiz competition to Worker's category for all industries at Dakshina Kannada district, wherein Pellet Plant Unit team bagged the 2nd prize and Blast Furnace Unit team bagged the 3rd prize. The prizes were awarded to the winners in the ceremony organized at Town Hall, Mangalore on 20.03.2025 which was inaugurated by Shri. Mullai Muhilan M P, IAS (Deputy Commissioner, Dakshina Kannada District) in the presence of the Dy. Director of Factories, D.K.

(o) As a part of 54th National Safety Day celebration, KIOCL (PPU &BFU) organized the safety week celebration 2025 from 04th to 10th March 2025, various safety competitions were conducted for the employees and contract workmen by T&S department. Safety slogan (English, Hindi & Kannada), Safety suggestions by employees, Safety elocution for contract workers, Safety drawing competitions for school children and Contract workers, Safety Quiz competition for employees. Departmental Housekeeping awards and also initiated Safety excellence awards 2024 (winners & Runners). Prizes were distributed to the winners during the valedictory function in the presence of Sh. G.V Kiran (CMD) KIOCL and chief guest Dy Director of Factories & Boilers, Govt of Karnataka (D.K district).

(p) Vertigo Testing Structure inaugurated on 17.08.2024, to check the suitability of a worker to work at height was inaugurated at the Pellet Plant Unit by Sri. G.V. Kiran, CMD in the presence of CGM I/c Mangalore, CGM (HR&A), GMs, Senior Officials, representatives of Unions/Associations and later, a demonstration was portrayed to empathize the functioning of the structure. For the FY2024-25, 74 workmen completed the training and issued Vertigo test pass by T&S department.

(q) 24 ATS trainees training completed and On-the-job skill development training also conducted for 76 Technical college students also provided along with one week each of Internship training during the year 2024-25.

54th National Safety Day celebration at KIOCL LIMITED -04th March 2025)

As part of the 54th National Safety Day celebrations, the Department of Factories, Boilers & Industrial Safety & Health, Government of Karnataka, in association with the National Safety Council – Karnataka Chapter (Mangaluru Action Center), organized a Safety Quiz Competition for the Workers' Category across industries in the Dakshina Kannada district.

Several industries participated in the event. KIOCL Limited secured notable positions:

The PPU team won the Second Prize

The BFU team won the Third Prize

Mementos were presented to the winners during the award ceremony held at Town Hall, Mangalore, on 20.03.2025. The function was inaugurated by Shri Mullai Muhilan M P, IAS, Deputy Commissioner, Dakshina Kannada District.

Additionally, a cash award of H 750 was given to each Second Prize winner and H 500 to each Third Prize winner.

Various competitions held under the 54th National Safety Day Theme 2025

Safety Slogans Competition for Employees. (Slogans in Kannada, English and Hindi).

Safety quiz competitions for Employees.

Suggestions for implementation of safety with no or minimum cost" for employees.

Safety Posters Competition for School Children.

Safety Posters Competition for Contract workmen.

Safety Elocution competition for Contract workmen.

Best housekeeping award for 2024-25

Safety Excellence Awards 2024, for remarkable achievement of best safety record during the year 2024-2025 (Winner)

Safety Excellence Awards 2024, for remarkable achievement of best safety record during the year 2024-2025 (Runner).

ISO Certification

KIOCL holds ISO integrated management system certification for Quality Management System (QMS) as per ISO: 9001:2015 Standard, Environmental Management System (EMS) as per ISO 14001:2015 Standard and Occupational Health & Safety Management System (OHSMS) as per ISO 45001:2018 Standard. The last surveillance audit done by the certifying body i.e. M/s. VEXIL BUSINESS PROCESS SERVICES PRIVATE LIMITED in the Month of October 2024. The certifying body verified compliance with IMS standards and recommended for continuation of certificate. The present certificate is valid till November 2027.

Implementation of Official Language Policy

The year 2024-25 was of vivid activities and achievements in terms of progressive use of the Official Language. KIOCL Limited received the First prize during the first half-yearly meeting held on

04th December 2024 by the Town Official Language Implementation Committee (Undertaking), Bengaluru. In another similar event Pellet Plant Unit, Mangaluru received Third prize by Town Official Language Implementation Committee, Mangaluru.

The Department of Official Language conducted timely proceedings of the meetings of the Official Language Implementation Committee during the year as per the objectives of the Annual Program 2024-25 of the Department of Official Language (Ministry of Home Affairs). Regularly organized practical and office-related workshops and conducted official language inspections.

The Corporate Official Language Department of KIOCL participated in the 4th All India Official Language Conference organized in New Delhi on 14-15 September 2024. The Department of Official Language organized innovative Hindi competitions during Hindi Pakhwada, 2024, in which all groups of employees participated. The winners of various competitions held during Hindi Pakhwada were ceremoniously given awards in the gracious presence of eminent literature. As an exemplary activities KIOCL organized 10 online competitions in two days and complete activities in short time span of only one week for TOLIC (PSU), Bengaluru which was widely appreciated by member PSUs of TOLIC (PSU), Bengaluru.

During the year, various documents related to the Company's website, correspondence with the Ministry of Steel, reports on Standing Committees, Annual Reports, House Journal, Press Releases, RTI and other forms were translated promptly and efficiently by the Department of Official Language.

KIOCL Limited's e-magazine 'Srigandha' was published every quarter of the year, and was disseminated through email and WhatsApp. The link of the e-magazine was also made available on the website of the Company and the web-portal of the Department of Official Language (Ministry of Home Affairs) under the E-Library section.

The June issue was focused on International Yoga Day, the September issue on the Fourth All India Official Language Conference held in Delhi, the December issue on Overview and the March issue on Golden Jubilee of KIOCL Limited. E-magazine Shrigandha-14 (December, 2024 issue) was released by the Honourable Union Minister of State for Home Affairs Shri Nityanand Rai and the Honourable Governor of Bihar Shri Arif Mohammad Khan at the Regional Official Language Conference and Award Distribution Ceremony held in Mysore on 04th January, 2025. In the same conference, the initiative of providing the released magazine in the form of QR code and distributing the previous issues as bookmarks along with the KIT was appreciated by the participants.

Subsequently, adopting the basic mantra of inspiration and encouragement, KIOCL published advertorials and good thoughts related to Hindi in newspapers on Hindi Day (September 14) and World Hindi Day (January 10). With active participation in the Regional Official Language Conference of South and

Southwestern Regions an exhibition of displays showing progressive progress was organized.

VIGILANCE

Preventive vigilance has been the thrust area of Vigilance Department all these years and the same has received focused attention during the year. A climate of preventive vigilance is generated to sensitize officials at all levels about the ill effects of corruption and malpractices.

Regular quarterly Structured Meeting of Vigilance with the management have been conducted and issues related to Systemic Improvements, e-Governance, Leveraging Technology, Tender Management, Award of Works, rotation of officers holding sensitive posts, implementation of Integrity Pact etc., have been discussed.

The Vigilance Department is certified for compliance to ISO certification 9001-2015 standards to ensure continuous improvement in Quality Management System. Certificate is valid till 28.01.2028.

e-Procurement is in vogue and the threshold value for this is fixed at H 2 Lakhs and above. During the year, 97.40% of contracts by value are covered under this. All payments are being made through electronic mode. During the year, 23 work/purchase/sale orders have been issued incorporating Integrity Pact Clause, covering 86.54% of contracts by value. No complaints have been received under Integrity Pact.

58 Scrutiny/examinations, 25 General inspections, 14 Surprise checks and 12 CTE type inspections were carried out during the period and corrective actions, if any were suggested. Necessary action has been taken in all the complaints received during the year.

From this year, Vigilance dept. started the practice of studying the various processes of the Company and issuing advisories wherever necessary.

Vigilance Awareness Week-2024 was observed from 28th October to 03rd November 2024 at all the locations/offices of KIOCL Limited. The theme of this year's Vigilance Awareness week was "Culture of Integrity for Nation's Prosperity" "G?{Z?M H$R G??H?${V GO AM?> H$R G_?{?". Walkathons were organized for creating Vigilance Awareness at Corporate Office, Bengaluru and Plant at Mangaluru. Workshops, Training courses, Guest Lectures, Sensitization programs were conducted in observance of the Vigilance Awareness Week. Essay, slogan writing and quiz competitions were conducted among the employees, school and college students. On this occasion, the importance of observing the Vigilance Awareness Week and steps taken to strengthen vigilance activities were highlighted

During the year, 21 training programs related to Vigilance were attended by officers including Vigilance Officers totalling 2293 man-hours.

Compliance of recommendations made by the Committee on Papers Laid on the Table (Rajya Sabha) in its 150th Report

The details of vigilance cases initiated / disposed-off during 2024-25 are as under: -

Vigil Mechanism

Your Company has a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and Employees in confirmation with Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI(LODR) Regulations, 2015, to report concerns about unethical behaviour. The details of the policy have been disclosed in the Corporate Governance Report, which forms part of this report and is available on link https://www.kioclltd.in/ table.php?id=279. During the period under review, no person was denied access to the Chairman of the Audit Committee.

Integrity Pact

With the commitment to maintain the highest standard of transparency and governance, your Company has entered into an integrity Pact with Transparency International and has also appointed Independent External Monitors (IEMs). Structured Meetings are held with IEMs on regular intervals and threshold value is H 1 Crore for signing of Integrity Pact for purchase / works contracts.

Details of Independent External Monitor (IEM)

Ms. Saroj Punhani, TA &AS (Retd.), A-11/23, Vasant Vihar, New Delhi - 110 057. E-mail Id: saroj_punhani@hotmail.com and Shri. Paul Antony, IAS (Retd.), No. 70, GCDA Road, Periyar Gardens, Thottakattukara, Aluva, Kerala – 683 108. E-Mail: paulantony@gmail.com have been appointed as Independent External Monitors (IEMs) for Implementation of the Integrity Pact Programme in KIOCL Ltd.

Nature of Pending Cases- There are no pending cases during the year 2024-25.

Audit Paras: There is no pending Audit Para from C&AG during the year under review.

Expenditure on R&D

No expenditure has been incurred for R & D activities during the FY 2024-25.

Procurement of raw material from sources other than NMDC;

During the FY 2024 -25, Company has not procured any Iron Ore Fines from sources other than NMDC.

MSME Act, Section 21 & Filing of Form MSME-1

As per MSME Development Act 2006, where any MSME vendor supplies any goods or renders any services to any buyer, the buyer shall make payment within 45 days from the day of acceptance of goods/ services. Where any buyer fails to make payment to the supplier within 45 days, the buyer shall be liable to pay interest on that amount.

A total amount of H 42.63 Crores was paid to MSME vendors during the Financial Year 2024-25 and the details of the amount released and the number of days to which the payments were released are furnished below:

The Ministry of Corporate Affairs (MCA) issued a notification on 22-01-2019 states that specified Companies having outstanding dues to the MSME (Micro, Small and Medium) enterprises have to file the particulars of all current outstanding dues in Form MSME-1 with the ROC (Registrar of Companies). Since, your Company had no payments outstanding for more than 45 days to the MSME supplier, form MSME-1 was not required to be filed during the year. ii) Implementation of New Public Procurement Policy for MSMEs:

In line with the Govt. of India guidelines as per MSME Development Act 2006 and keeping in view of the effective implementation of Public Procurement Policy for Micro and Small Enterprises (MSEs) Order 2012, following steps were taken by the Company:

List of item components that could be sourced from MSEs were posted on the Company's website at www.kioclltd.in for the information of MSE vendors.

Communication sent to all the registered vendors regarding the said policy with the objective of achieving an overall procurement from MSEs. Further, for enhancing the procurement from MSEs owned by SC/ ST, all the vendors were approached for capturing necessary details and update the data bank.

During the FY 2024- 25, Company placed orders for Goods & Services for a value of H70.13 crores from MSE's which constituted

62.70% of the total procurement value (Goods and Services) of H 111.86 crores (excluding iron ore fines and furnace oil).

The procurement from MSMEs complies to Public Procurement Policy during the financial year 2024-25 as placed below:

H( in crores)

Trade Receivables Discounting System (TReDS) platform

In exercise of powers conferred by Section 9 of the Micro, Small and Medium Enterprise Development Act, 2006 (27 of 2006), the Central Government has issued instructions that all CPSEs shall be required to get themselves on boarded on the Trade Receivables Discounting System (TReDS) platform, set up as per the notification of the Reserve Bank of India. In compliance with the above instruction, your Company is on the TReDS platform to facilitate financing of trade receivables of MSEs by discounting of their receivables and realisation of their payment before the due date.

Details of complaint filed by the MSEs, on MSME SAMADHAN – Delayed Payment Monitoring System, if any and its resolution. –

During FY 2024-25, a pending claim from M/s NESTLER PROTEC INDIA LIMITED was filed by the MSEs, on MSME SAMADHAN – Delayed Payment Monitoring System.

Procurement from Government e-Marketplace (GeM)

Against the target of H 160/- Crores, KIOCL made procurement amounting to H 104.52 Crores through GeM portal during the Financial Year 2024-25.

Import Substitution:

Right to Information

In consonance with the spirit of Right to Information Act, 2005 the Company has created necessary mechanism as required under the Act. The Public Information Officers and Appellate Authorities are effectively responding to the requests and appeals of the applicants. The names of all PIOs/ Appellate Authorities are displayed on the Company's website. During the period, KIOCL has received 50 RTI applications on various matters and suitable reply was sent within stipulated period of time.

Energy Conservation, R&D, Technology Absorption, Forex Earnings & Outgo

Details of Energy Conservation, R&D, Technology Absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed to this report.

Appreciations and Acknowledgement

Your directors gratefully acknowledge the support, co-operation and guidance received from the Hon'ble Minister of Steel, Hon'ble Minister of State for Steel, Hon'ble Chief Minister of Karnataka, the Secretary, Ministry of Steel and other officials of the Ministry of Steel as well as other Ministries of the Government of India, Government of Karnataka, Odisha, Tamil Nadu and all other departments / agencies of Central and State Government in all the endeavours of the Company. The Board is also thankful to all its stakeholders, including bankers, investors, members, customers, consultants, technology licensors, contractors, vendors, etc., for their continued support and confidence reposed in the Company.

Your directors appreciate and value the contribution made by every member of the KIOCL family.