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EQUITY - MARKET SCREENER

MSP Steel & Power Ltd
Industry :  Steel - Medium / Small
BSE Code
ISIN Demat
Book Value()
532650
INE752G01015
17.1435109
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
MSPL
13.02
1816.02
EPS(TTM)
Face Value()
Div & Yield %
2.46
10
0
 

As on: Oct 08, 2026 02:30 AM

Dear Members,

The Board of Directors of MSP STEEL & POWER LIMITED ("the Company") is pleased to present the Fifty-seventh Annual Report along with Audited Financial Statements of the Company for the financial year ended 31 st March 2026.

A. FINANCIAL RESULTS – STANDALONE & CONSOLIDATED

(Rs in Lakhs)

Standalone Consolidated
Particulars
F.Y. 25-26 F.Y. 24-25 F.Y. 25-26 F.Y. 24-25
Revenue from Operations 2,84,296.43 2,90,524.78 2,84,296.43 2,90,524.78
Other Income 307.12 358.02 307.63 358.70
Total Income (A) 2,84,603.55 2,90,882.80 2,84,604.06 2,90,883.48
Total Expenses (B) 2,76,797.85 2,90,661.84 2,76,811.17 2,90,632.27
Profit/(Loss) Before Tax before exceptional items 7,805.70 220.96 7,792.89 251.21
(C=A-B)
Add/(Less): Exceptional Items (D) (10,163.30) - (10,163.30) -
Profit/(Loss) Before Tax after exceptional items (C-D) (2357.60) 220.96 (2370.41) 251.21
Share of Profit / (Loss) of Associates, joint venture (E) - - 5.03 5.03
Less: Tax Expenses (F) (5,742.69) 3,091.94 (5,742.48) 3,092.18
Income Tax for Earlier Years - -
Deferred Tax (5,742.69) 3,091.94 (5,742.48) 3,092.18
Profit/(Loss) for the Year (C-D+E-F) 3,385.09 (2,870.98) 3,377.10 (2,835.94)
Other Comprehensive Income/(Loss)(net of tax) 191.80 167.70 191.80 167.70
Total Comprehensive Income 3,576.89 (2,703.28) 3,568.90 (2,668.24)

B. PERFORMANCE- FY 25-26

On a standalone basis, the revenue of the Company for the financial year 2025-2026 was H 2,84,296.43

Lakhs, as compared to the previous year's revenue of H 2,90,524.78 Lakhs. EBITDA for the year was H 18,073.05 lakhs, as compared to previous year EBITDA of H 13,706.79 Lakhs. The Net profit attributed to the owners of the Company for the financial year 2025-26 was H 3,385.09 Lakhs in comparison to H (2,870.98) Lakhs for the previous year.

On a consolidated basis, the revenue of the Company for the financial year 2025-2026 was H 2,84,296.43 Lakhs, as compared to the previous year revenue of H 2,90,524.78 Lakhs. EBITDA for the year was H 18,072.63 Lakhs, as compared to previous year

EBITDA of H 13,744.14 Lakhs. The Net profit attributed to the owners of the Company for the financial year 2025-26 was H 3,377.39 Lakhs in comparison to H (2,835.48) Lakhs for the previous year. The Profit After Tax was H 3,377.10 Lakhs in comparison to H (2,835.94) Lakhs for the previous year.

Audited annual consolidated financial statements forming part of the annual report have been prepared in accordance with the Companies Act, 2013, Indian Accounting Standards (Ind AS) 110– 'Consolidated Financial Statements' and Indian Accounting Standards (Ind AS) 28 - Investments in Associates and Joint Ventures', notified under Section 133 of Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 and as amended from time to time.

During the year under review, the Company continued its focus on judicious fund management, including timely repayment of loans along with interest obligations. Based on the meeting of the Consortium Member Banks held on 19 th February 2026, the consortium unanimously agreed that the Company's all restructuring conditions stand fulfilled. The Company also undertook proactive planning for future fund-raising activities to support its growth objectives.

As part of the capital structure management, the Company issued 2,80,00,000 warrants, on preferential basis to the Promoter group entity of the Company, at a price of H 35/- (Indian Rupees

Thirty-Five only) including a premium of up to H 25/- (Indian Rupees Twenty-Five Only) per warrant.

1. CHANGE IN THE NATURE OF BUSINESS

There was no change in business of the Company during the financial year ended 31 st March 2026.

2. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, as stipulated under Regulation 34 of SEBI Listing Regulations forming part of this report has been given under separate section.

3. DIVIDEND

For the financial year under review, your directors have not recommended any dividend. The decision was made to utilize the surplus for the future growth of the Company.

Dividend Distribution Policy:

In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a Dividend Distribution Policy which is accessible at the Company's website at https://mspsteel.com/ about-us/corporate-policies

4. TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve Account during the financial year ending 31 st March, 2026.

5. SHARE CAPITAL

Authorised Share Capital:

The Authorised Share Capital of the Company as on 31 st March 2026: H 9,00,00,00,000 (Rupees

Nine Hundred Crore).

Issued, subscribed and paid-up share capital: The issued, subscribed and paid-up share capital of the Company as on 31 st March 2026: H 5,69,90,96,450/- (Five Hundred Sixty-Nine

Crores Ninety Lakhs Ninety-Six Thousand Four Hundred and Fifty only).

During the Financial Year 2025-2026, there was no change in the Authorised or paid-up Share Capital of the Company. The equity shares of the Company are listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE").

6. PREFERENTIAL ISSUE

Issue of convertible warrants on a preferential basis

Pursuant to the approval of the Board at its meeting held on 14 th November 2025 and approval of the Members of the Company obtained via special resolution passed in their extra-ordinary general meeting held on 12 th December 2025, the Company, on 14 th March 2026, had allotted 2,80,00,000 warrants, on preferential basis to the Promoter group entity of the Company, at a price of H 35/- (Indian Rupees

Thirty-Five only) including a premium of up to H 25/- (Indian Rupees Twenty-Five Only) per warrant. Each warrant, so allotted, is convertible into one fully paid-up equity share of the Company having face value of H 10/- each in accordance with the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, within 18 months from the date of allotment of warrants. There has been no deviation or variation in utilisation of the warrant consideration received i.e., H 24.5 crores (25% of total) of upfront warrant consideration received upon issue of warrants have been utilised for the objects as per their original allocation.

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

In line with Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Listing Regulations and in accordance with Indian Accounting Standards, Consolidated

Financial Statements (CFS) prepared by the Company includes financial information of the Subsidiaries, Joint Venture and their contribution to the overall performance of your Company during the year under review.

The statement containing the salient features of our subsidiaries in the prescribed form AOC-1 is appended as Annexure-1 to the Director's Report and forms part of this report. The Statement provides the detailed performance of the Subsidiaries including associate company and Joint venture. The Company has two Subsidiaries i.e. MSP Cement Limited and Prateek Mines & Minerals Private Limited and one Joint Venture i.e. Madanpur South Coal Company Limited as on 31 st March 2026. Your Company has formulated a policy for determining 'Material Subsidiary', in terms of the Regulation 16(1)(C) of the Listing Regulations, as amended from time to time. The said policy can be accessed on the Company's website at the link: https://www.mspsteel.com/images/ corporate-policies/POLICY-FOR-DETERMINING-MATERIALITY-OF-EVENTS.pdf.

8. PUBLIC DEPOSITS

During the year ended 31 st March 2026, the Company had not accepted any public deposits and no amount on account of principal or interest in public deposits was outstanding as on 31 st March, 2026.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has disclosed the full particulars of the loans given, investments made, or guarantees given or securities provided as required under Section 186 of the Companies Act, 2013, Regulation 34(3) and Schedule V of the SEBI (Listing Obligations

& Disclosure Requirements) Regulations, 2015 in the notes to Audited financial statements forming part of the Annual Report. Investments made or guarantees given or securities provided are within the limits prescribed under Section 186 of the Companies Act, 2013.

10. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section and forms an integral part of the Annual Report for 2026.

11. CORPORATE GOVERNANCE

Your Company is committed to maintaining the highest standards of corporate governance and ensuring full compliance with the corporate governance requirements as prescribed under the SEBI Listing Regulations.

A Certificate from the Secretarial Auditor confirming compliance with the conditions of corporate governance as stipulated under Schedule V to SEBI Listing Regulations and applicable provisions of the Companies Act, 2013 is annexed to the Report on Corporate Governance, which forms part of this Annual Report.

12. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The Company does not fall under the top 1000 listed companies based on the market capitalization as on 31 st March 2026. Therefore, the BRSR as stipulated under Regulation 34(2) (f) of the Listing Regulations is not applicable to the Company for the financial year 2025-2026.

13. ANNUAL RETURN

As per the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, copies of the Annual Return of the Company prepared in accordance with Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and are accessible at the web-link https://www.mspsteel.com/investors/ annual-report-and-returns/annual-returns

14. DIRECTORS & KEY MANAGERIAL PERSONNEL

Your Board comprises a balanced mix of Executive as well as Non-Executive Directors including a woman director who promote effective governance, diversity of perspectives, and sound decision-making. All the Directors of the Company have rich experience and expertise across a range of fields. The composition of the Board is in compliance with the applicable provisions of the Companies Act, 2013, and the rules made thereunder. As on 31 st March 2026, there are 8 (eight) directors on the Board. All Independent Directors meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013. All other Directors are liable to retire by rotation as per the provisions of the Companies Act, 2013, except Independent Directors appointed on the Board.

Retirement by Rotation

In accordance with the Articles of Association of the Company and the provisions of Section 152(6)(c) of the Companies Act, 2013, Mr. Suresh Kumar Agrawal (DIN: 00587623) will retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board of Directors of your Company has recommended his re-appointment at the ensuing AGM.

Declaration by Independent Directors

Pursuant to the provisions of Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations, the Independent Directors have submitted declarations that each of them meets the criteria of independence. There has been no change in the circumstances affecting their status as independent directors of the Company.

In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence. The list of key skills, expertise and core competencies of the

Board, including the Independent Directors, forms a part of the Corporate Governance Report of this Annual Report.

None of the Directors on the Board of your Company are disqualified for being appointed as a Director as specified under Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules 2014 or applicableregulationsoftheListingRegulations.

Certification from Company Secretary in Practice

A certificate has been received from the Company Secretary in practice, pursuant to Regulation 34(3) and Clause 10(i) of Para C of Schedule V of the SEBI Listing Regulations, certifying that none of the Directors on the Board of the Company had been debarred or disqualified from being appointed or continuing as Directors of companies by SEBI, Ministry of Corporate Affairs or any such Statutory Authority and forms part of the Corporate Governance Report.

Key Managerial Personnel

Pursuant to the provision of Section 2(51) and Section 203 of the Companies Act, 2013, read with the Rules framed thereunder, the Key Managerial Personnel of the Company as on 31 st March 2026 are:

Mr. Saket Agrawal – Managing Director; Mr. Manish Agrawal- Joint Managing Director; Mr. Kamal Kumar Jain – Chief Financial Officer; Mrs. Shreya Kar – Company Secretary & Compliance Officer.

15. DETAILS OF BOARD AND COMMITTEE MEETINGS

I. Committees of the Board

In order to align the prospects of the Company with focused attention on the business and for better governance and accountability, the Board has constituted the Committees as required under the Companies Act, 2013 and SEBI Listing Regulations.

The details of the change in composition of the Committees, its terms of reference and composition of the Committees, number of meetings held and attendance in the meetings during the financial year 2025-2026, have been disclosed separately in the Corporate Governance Report section of this Annual Report.

II. Meetings of the Board of Directors & Independent Directors

During the year under review, 8 (eight) meetings of the Board of Directors were held. The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 2025-26 are given in the Corporate Governance Report forming part of this Annual Report.

The meeting of Independent Directors of the Company was held on 14 th February 2026 without the attendance of non-independent directors and members of the management, pursuant to the requirements of Schedule IV of the Act and Regulation 25 of the Listing Regulations.

16. BOARD EVALUATION

Pursuant to the provisions of the Act and the SEBI Listing Regulations read with Guidance Note issued by SEBI, the Nomination and Remuneration Committee (NRC) evaluated the performance of all the Directors on various criteria. The Company has also established a policy for evaluating the performance of the Board, its committees, and individual Directors, including both Non-Executive and Executive Directors.

As per the evaluation process outlined by the NRC, the Board conducted its annual performance evaluation of the Board itself, its committees, and individual Directors. Additionally, the independent directors performed an annual evaluation of the Chairman, the non-independent directors, and the Board as a whole. The Chairman of each Committee presented the evaluation report to the respective Committee members. The Board then assessed the performance of each Committee based on these evaluation reports. A consolidated performance evaluation report was provided to the Chairman of the Board for his review and to offer feedback to each Director. The Evaluation process increases Board effectiveness, maximizes strengths and tackles weaknesses.

17. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules and the disclosures relating to remuneration and other details, is annexed as Annexure–3 to this report.

18. NOMINATION & REMUNERATION POLICY

In accordance with Section 178(3) of the Act and Regulation 19 of the Listing Regulations, the Company has implemented a Nomination & Remuneration Policy. This policy outlines the guiding principles, procedures, and criteria for the selection and appointment of Directors, Key Managerial Personnel, and Senior Management Personnel. It includes criteria for determining qualifications, positive attributes, the independence of Directors, and the remuneration of Directors, Key Managerial Personnel, Senior Management Personnel, and other Employees.

Details of the policy are included in the Report on Corporate Governance, which forms part of the Annual Report. The policy is also available on the Company's website at the following link: https:// www.mspsteel.com/about-us/corporate-policies.

19. CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Companies Act, 2013.

The Company is committed to enhancing the quality of life in communities through sustainable and inclusive CSR initiatives. Guided by our CSR Policy, the Company undertakes various activities aimed at creating long-term value for all stakeholders. The key features of our CSR Policy are detailed in the Annual Report on CSR activities, which is annexed to the Board's Report. For more information, the full CSR Policy is available on our website.

In the financial year 2025-26, the Company did not have any actual CSR obligation since the Company incurred losses in the preceding three financial years. The Company expended 296.64 Lakhs on

CSR activities during the financial year 2025-26.

A detailed report on the Company's CSR activities is annexed herewith as Annexure-2 to the Board's Report. The CSR policy is available on the website of the Company at https://www.mspsteel.com/ images/corporate-policies/corporate-social-responsibility-policy.pdf.

20. RISK MANAGEMENT

The Company has established a robust Risk Management Framework to proactively identify, assess, mitigate, and monitor risks that may impact its operations, financial performance, or growth.

The framework covers strategic, operational, financial, and compliance risks, enabling the Company to respond effectively to an evolving business environment. Through periodic risk assessments, strong internal controls, and continuous monitoring, MSP Steel & Power Limited seeks to protect its assets, safeguard stakeholder interests, maintain financial stability, and support sustainable long-term growth.

Further details on the Company's risk management practices are provided in the Management Discussion & Analysis Report, which forms part of this Annual Report.

VIGIL MECHANISM/WHISTLE BLOWER

In compliance with the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, the Company has implemented a vigil mechanism which includes Whistle Blower Policy approved and adopted by Board of Directors of the Company to ensure a safe and supportive workplace for all employees and associates and to avoid violation of the Company's Code of Conduct & Ethics.

The details of the Whistle Blower Policy are provided in the Corporate Governance Report and is also available at on the website of the Company at the web-link: https://www.mspsteel.com/about-us/ corporate-policies

21. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The Company is committed to providing a safe, inclusive, and respectful workplace for all employees and associates. It maintains a zero-tolerance approach towards sexual harassment and is dedicated to ensuring equal employment opportunities while fostering a work environment free from discrimination, gender bias, and harassment. The Company upholds the principles of dignity, respect, and fairness across all its operations.

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"), the Company has adopted a comprehensive Policy on Prevention of Sexual Harassment at Workplace. The Policy provides a robust mechanism for the prevention, prohibition, and redressal of complaints and is applicable across all Company locations.

However, during the year under review in relation to Sexual Harassment of Women at Workplace (Prevention, Protection, and Redressal) Act, 2013 the Company:

Particulars Number
Complaints received during the year NIL
Complaints disposed of during the year NIL
Complaints pending at the end of NIL
the year

22. MATERNITY BENEFIT COMPLIANCE

TheCompanyisincompliancewiththeprovisionsofthe Maternity Benefit Act, 1961. All eligible female employees are granted maternity benefits in accordance with the provisions of the Act, including paid maternity leave, nursing breaks and protection from dismissal during maternity leave. No instances of non-compliances were observed during the period under review.

23. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES, RELATED PARTY TRANSACTIONS & POLICY

All Related Party Transactions entered into during the financial year were reviewed and approved by the Audit Committee in accordance with the Company's Policy on Related Party Transactions and the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company's Policy on Related Party Transactions is available on its website at: https://www.mspsteel.com/about-us/corporate-policies

All related party transactions proposed to be entered into during the financial year are in the ordinary course of business, at arm's length, and are of a repetitive nature. Such transactions are placed before the Audit Committee and the Board of Directors for prior approval at the commencement of the financial year.

As such, the disclosure in Form AOC-2, as prescribed under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is not applicable to the Company.

Details of the related party transactions, as per Ind AS-24, have been disclosed in the notes to the standalone/consolidated financial statements forming part of the Annual Report 2025-2026.

24. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm that:

1. Financial Statements: In the preparation of the annual accounts for the financial year ended 31 st March 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any.

2. Accounting Policies: The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

3. Maintenance of records: The Directors had taken proper and sufficient care for 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.

4. Going Concern: The Directors had prepared the annual accounts on a going concern basis.

5. Internal Financial Controls: The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

6. Compliance with Laws: The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

25. SECRETARIAL STANDARDS

The Company has complied with all the applicable provisions of Secretarial Standard on Meetings of Board of Directors (SS-1), Revised Secretarial Standard on General Meetings (SS-2), issued by the Institute of Company Secretaries of India.

26. LISTING ON STOCK EXCHANGES

The Company's shares are listed on Bombay Stock Exchange Limited and the National Stock Exchange of India Limited.

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

The relevant information as required under sub-section (3)(m) of Section 134 the Companies

Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in Annexure-4 to the Board's Report.

28. AUDITORS & AUDITOR'S REPORT

Statutory Auditors

M/s. Singhi & Co., Chartered Accountants, Kolkata, (Firm Registration No. 302049E), were appointed as Statutory Auditors of the Company, for a term of 5 (Five) consecutive years, at the 55 th Annual General Meeting of the Company held on 17 th September 2024 until the conclusion of the 60 th Annual General Meeting of the Company.

They had further confirmed that their appointment, if made, would be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013.

The Statutory Auditor's Report does not contain any qualification, reservation or adverse remark for the year under review. There was no instance of fraud during the year under review to report to the Audit Committee and/or Board under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder.

Secretarial Auditor

Pursuant to Regulation 24A of the Listing Regulations, the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company had appointed M/s. Bajaj Todi & Associates, Practicing Company Secretaries, (Membership Number: FCS 13866 COP: 3502) for a term of five (5) consecutive years to undertake the Secretarial Audit of the Company from the conclusion of the 56 th Annual General Meeting till the conclusion of the 61 st Annual General Meeting to be held for the Financial Year 2029-30, based on consent received from M/s. Bajaj Todi & Associates.

The Secretarial Audit Report (MR-3) for the financial year 2025-26 under the Companies Act, 2013 read with the rules made thereunder and Regulation 24A of the Listing Regulations, is set out in Annexure–5 to this Report. However, the report does not contain any qualification, reservation or adverse remarks.

Cost Auditor

The Company has maintained cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013. Mr. Sambhu Banerjee, Cost Auditor (Membership No. 9780), has carried out the cost audit for applicable products during the financial year 2025-26.

The Board of Directors of the Company, on the recommendation made by the Audit Committee, have appointed Mr. Sambhu Banerjee, Cost Auditor (Membership No. 9780), as the Cost Auditors of the Company to conduct the audit of cost records of products for the financial year 2025-26 at such remuneration which has been approved in the 56 th AGM of the Company. The Cost Audit Report for the financial year 2025-2026 does not contain any qualification, reservation, or adverse remark.

29. REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013. Further, no case of fraud has been reported to the Management from any other sources.

30. INTERNAL FINANCIAL CONTROL AND INTERNAL AUDIT SYSTEM AND THEIR ADEQUACY

The Company has adopted and implemented robust policies and procedures for ensuring the orderly and efficient conduct of its business. The framework has been meticulously designed to align with the size, scale, and complexity of our operations.

Its primary objectives include safeguarding our assets, ensuring compliance with all relevant laws, preventing and detecting fraud, maintaining the accuracy and completeness of accounting records, and ensuring the timely preparation of reliable financial disclosures.

The Company has documented its internal financial controls considering the essential components of various critical processes, both physical and operational. This includes its design, implementation and maintenance along with periodic internal review.

31. SIGNIFICANT AND MATERIAL ORDERS

There are no such significant or material orders passed by the Regulators, Courts or Tribunals impacting the going-concern status of the Company's operation in future.

32. INVESTOR SERVICES

The Company along with its Registrar M/S KFin Technologies Limited (KFintech) manages both physical and dematerialized(demat), as well as shareholder correspondence, in accordance with SEBI directives for Registrars and Share Transfer Agents. They have consistently strived to provide satisfactory service to our investors.

33. LISTING FEES

The listing fees payable for the financial year 2025-2026 have been paid to Bombay Stock Exchange (BSE) and National Stock Exchange of India Limited (NSE) within due date.

34. AWARDS AND RECOGNITIONS

Your company has received recognition from several esteemed institutions, and we are proud to share some of the awards presented to us during the year under review:

1. Best Brands Conclave 2025 awarded by ET Now

2. Brand of the Year, 2025 awarded by MAA Awards Kolkata

3. Most Trusted Brands of India awarded by Marksmen Daily

35. OTHER DISCLOSURES/REPORTING i) There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2025-26 and the date of this report.

ii) There is no change in the nature of business of the Company during the year under review.

iii) The Managing Director of the Company has not received any remuneration or commission from any of the subsidiary companies. Further the Company doesn't have any Holding Company.

iv) The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

v) The Company has not issued any sweat equity shares to its directors or employees.

vi) There was no revision of financial statements and the Board's Report of the Company during the year under review.

vii) No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

viii) The requirement to disclose the details of difference between the amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

ix) The disclosure pertaining to explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue, etc. has been detailed above in case of deviation or variation of proceeds from issue of convertible warrants.

x) The Company's securities were not suspended during the year under review.

36. ANNEXURES FORMING PART OF THIS REPORT

The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and form part of this Report:

Annexure Particulars
1 Form AOC-1
2 Corporate Social Responsibility Report for the F.Y. 2025-26
3 Statement of Disclosures on remuneration of directors and employees of the Company
4 Particulars of Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo
5 Secretarial Audit Report

37. CAUTIONARY STATEMENT

StatementscontainedintheDirector'sReportandthe Management Discussion & Analysis ("MD&A") Report describing the Company's objectives, expectations, projections, estimates, or forecasts may constitute "forward-looking statements" within the meaning of applicable laws and regulations. These statements are based on current assumptions, expectations, and estimates regarding future events and business conditions.

Actual results may differ materially from those expressed or implied in such forward-looking statements due to various risks and uncertainties, including, but not limited to, changes in domestic and global economic conditions, demand and supply dynamics, market prices of finished products, availability and cost of raw materials and other inputs, changes in government policies, tax laws and regulations, and other factors beyond the Company's control.

The Company assumes no responsibility or obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future developments, or otherwise. Readers and investors are therefore advised to exercise appropriate caution and not place undue reliance on these statements.

38. ACKNOWLEDGEMENTS

Your directors place on record their sincere appreciation for the commitment, dedication, and valuable contributions of all employees, whose continued efforts, professionalism, and resilience have significantly contributed to the Company's performance during the year.

The Board also expresses its gratitude to the Central and State Governments, regulatory authorities, banks, financial institutions, business associates, vendors, suppliers, customers, shareholders, and all other stakeholders for their continued trust, support, and cooperation. Your directors look forward to their sustained partnership in the Company's journey towards long-term and sustainable growth.

For and behalf of the Board
MSP STEEL & POWER LIMITED
Manish Agrawal Suresh Kumar Agrawal
Date: 2 nd September 2026 DIN: 00129240 DIN: 00587623
Place: Kolkata (JOINT MANAGING DIRECTOR) (CHAIRMAN)