MFS Intercorp Ltd Directors Report

To, The Members of MFS Intercorp Limited

Your directors presenting the Boards Report of your Company together with the Audited Financial Statements for the financial year ended 31^st March, 2025.

Financial Statements:

(Rs. in Lakhs)

Particulars	Current Year 2024-25	Current Year 2023-24
Total Income	29.37	0
Total Expenses	30.16	1.95
Profit/Loss before Finance Cost and Depreciation	(0.79)	(1.95)
Less : Finance Cost		--
Profit/Loss before Depreciation	(0.79)	(1.95)
Less : Depreciation		--
Profit/(Loss) before Tax	(0.79)	(1.95)
Provision for Tax
- Current Tax		--
- Deferred Tax		--
Balance of Profit/(Loss) for the year	(0.79)	(1.95)
Earning per equity share:	(0.02)	(0.05)
Basic & Diluted (Rs.10/- each)

Performance Review

During the year the company has generated income of 29.37 Lakhs and as a result of that the Company has incurred loss of Rs. (0.79) Lakhs in 2024-25.

Dividend

No dividend recommended by the Board of directors for the Financial Year ended 31^st March, 2025.

Transfer to General Reserve

In view of accumulated losses, no transfer is proposed to be made to Reserves.

Increase of Capital

During the year under review, the Board of Directors approved an increase in the Authorised Share Capital of the Company from 5,00,00,000/- (Rupees Five Crores only), divided into 50,00,000 (Fifty Lakhs) Equity Shares of 10/- each, to 15,00,00,000/- (Rupees Fifteen Crores only), divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of 10/- each. Consequent to the said increase, the Memorandum of Association of the Company was also proposed to be altered, subject to the approval of the Members of the Company.

Material Changes and Commitments, if any, affecting the Financial Position of the Company

During the period under review, there were no material changes and commitments made by company which affect the financial position of the company.

Subsidiary / Associates Companies

The Company does not have any Subsidiary, Joint venture or Associate Company. Hence, statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures pursuant to first proviso to subsection (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 under Form AOC-1, is not applicable to the Company.

Fund Raising

During the year under review, the Board of Directors, in-principle, approved the proposal to raise funds through the issue and allotment of up to 1,01,50,000 (One Crore One Lakh Fifty Thousand) Warrants of the Company at a minimum price of 11/- (Rupees Eleven only) per Warrant (including premium), in accordance with the pricing guidelines prescribed under Chapter V of SEBI (ICDR) Regulations, 2018. Each Warrant shall entitle the holder to apply for and be allotted one Equity Share of the face value of 10/- (Rupees Ten only) of the Company, within a period of 18 (Eighteen) months from the date of allotment of such Warrants. The said proposal is currently under process of approval with the Stock Exchange, BSE Limited.

Adequacy of internal financial controls

The Company has in place adequate and effective Internal Financial Controls with reference to financial statements. During the year, such controls were tested and upgraded and no reportable material weaknesses in the design or operation were observed.

Particulars of Loans, Guarantees or Investments

During the year under review, your Company has not directly or indirectly -

Given any loan to any person or other body corporate other than usual advances envisaged in a contract of supply of materials, if any; Given any guarantee or provided security in connection with a loan to any other body corporate or person; and Acquired by way of subscription, purchase or otherwise, the securities of any other body corporate.

Particulars of Contracts or Arrangements with Related Parties

No related party transaction(s) entered into during the financial year. The Company has not entered into any contract, arrangement or transaction with any related party which could be considered as material as defined under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is furnished as Annexure A to this report.

Directors and Key Managerial Personnel

Mr. Pritesh Ashvinbhai Patel	-Non-Executive Non-Independent Director (w.e.f. 01.06.2025)
Mr. Satishkumar Suthar	-Non-Executive Non-Independent Director (w.e.f. 01.06.2025)
Mrs. Anita Chougule	-Company Secretary & Compliance Officer (w.e.f. 21.06.2024) (Up to 09.02.2025)

Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board and the Corporate Governance requirements as committees and Individual Directors pursuant to the provisions of the Act prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (“SEBI Listing Regulations”).

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

Familiarization Program for the Independent Directors

In compliance with the requirements of SEBI LODR Regulations, 2015, the Company has put in place a familiarization program for the Independent Directors to familiarize them with their role, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model, etc.

Policy on Directors Appointment and Remuneration and other details

The Nomination and Remuneration Committee has laid down the criteria for Directors appointment and remuneration including criteria for determining qualification, positive attributes and independence of a Director. The following attributes/criteria for selection have been laid by the Board on the recommendation of the Committee:

1. the candidate should possess the positive attributes such as leadership, entrepreneurship, business advisor or such other attributes which in the opinion of the Committee are in the interest of the Company;

2. the candidate should be free from any disqualification as provided under Sections 164 and 167 of the Companies Act, 2013;

3. the candidate should meet the conditions of being independent as stipulated under the Companies Act, 2013 and Listing Agreement entered into with Stock Exchanges, in case of appointment as an independent director; and

4. the candidate should possess appropriate educational qualification, skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, corporate governance, technical operations, infrastructure or such other areas or disciplines which are relevant for the Companys business.

Number of Meetings of the Board

During the year under review, 9 (Nine) board meetings were held on 30.05.2024, 21.06.2024, 13.08.2024, 26.09.2024, 14.11.2024 and 14.02.2025.

Extract of Annual Return

A copy of the Annual Return as required under Section 92(3) and Section 134(3) (a) of the Act has been placed on the Companys website. The web-link as required under the Act is as under: http://www.muskanferro.com

Audit Committee

The Audit Committee of the Board of Directors meets the criteria laid down under Section 177 of the Companies Act, 2013, read with Regulation 18 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015 in the terms of reference to the Audit Committee.

The Audit Committee of the Company presently comprises of three members being Mr. Meet Khant, Mr. Parth Mehta and Ms. Mahima Ahuja. Changes were made in accordance with rules and regulations.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Board of Directors meets the criteria laid down under Section 178 of the Companies Act, 2013, read with Regulation 19 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015 in the terms of reference to the Audit Committee.

The Audit Committee of the Company presently comprises of three members being Mr. Meet Khant, Mr. Parth Mehta and Ms. Mahima Ahuja. Changes were made in accordance with rules and regulations.

Stakeholder Relation Committee

The Stakeholder Relation Committee of the Board of Directors meets the criteria laid down under Section 179 of the Companies Act, 2013, read with Regulation 20 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015 in the terms of reference to the Audit Committee.

The Audit Committee of the Company presently comprises of three members being Mr. Meet Khant, Mr. Parth Mehta and Ms. Mahima Ahuja. Changes were made in accordance with rules and regulations.

Management Discussion and Analysis Report

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosures Requirements) Regulation 2015, the Management Discussion and Analysis has been given hereunder;

Global Economic and Industry Overview

The global manufacturing sector entered 2025 on a subdued note with the J.P. Morgan Global Manufacturing PMI easing to 50.3 in March 2025 from 50.6 in February 2025, reflecting only marginal improvements in operating conditions. Global crude steel production stood at 301.96 million tonnes (MnT) in January February 2025, registering a 2.2% decline year-on-year, largely due to contraction in China, Japan, USA and Russia.

Despite this, India remained a bright spot, achieving 6.8% growth in crude steel production (26.37 MnT, Jan Feb 2025) and accounting for 8.7% of world crude steel output, making it the second-largest producer. Global steel demand is forecast to grow by just 1.2% in 2025, while Indias demand is expected to surge by 8.5%, driven by infrastructure development and urbanization.

Indian Steel Industry Performance

The Indian steel sector demonstrated resilience and growth during April February 2024 25:

Crude steel production: 138.22 MnT (?5.2% YoY) Finished steel production: 132.89 MnT (?5.0% YoY)

Consumption: 137.82 MnT (?11.3% YoY), led by infrastructure and construction sectors Imports: 8.98 MnT (?15.8% YoY), primarily flat steel products Exports: 4.40 MnT (?33.7% YoY), reflecting competitive global pricing pressures

India has emerged as a net importer of steel in FY 2024 25 due to strong domestic demand outpacing production growth.

Business Overview of MFS Intercorp Limited

MFS Intercorp Limited, a BSE-listed entity headquartered in India, operates within the iron and steel industry, focusing on trading, processing, and allied steel-related activities. The Companys operations are closely aligned with industry fundamentals, benefitting from Indias infrastructure-led growth story.

During FY 2024 25, the Company maintained stable performance despite volatility in global steel prices and raw material costs. Its trading and processing operations were supported by domestic demand growth, particularly from infrastructure, engineering, and real estate sectors.

Opportunities and Threats;

Opportunities

Rising domestic demand (?8.5% in 2025) supported by Government initiatives like Gati Shakti, PM Awas Yojana, and higher infrastructure spending.

Expanding role of private players in meeting incremental steel requirements.

Indias position as the fastest-growing steel-consuming market offers strong growth potential for mid-sized players like MFS Intercorp.

Threats

Volatility in global steel and raw material prices (iron ore, coking coal).

Rising imports creating competitive pressures.

Global uncertainties including geopolitical conflicts (Russia Ukraine war) and trade tariffs may impact exports and margins.

Risks and Concerns

Price volatility in raw materials like iron ore, pellets, and coking coal directly impacts margins.

Currency fluctuations affecting import/export competitiveness.

Regulatory risks including safeguard duties and environmental norms.

High dependence on cyclical sectors such as construction, infrastructure, and automobiles. Outlook

Looking ahead, MFS Intercorp Limited is poised to benefit from Indias robust steel demand growth trajectory. The Company will continue to strengthen its presence in trading, processing, and allied value-chain activities by:

Leveraging long-term relationships with suppliers and customers. Enhancing operational efficiencies and cost optimization. Exploring opportunities in value-added steel products.

While global uncertainties may keep exports subdued, the strong domestic market fundamentals and infrastructure push are expected to support steady growth for the Company in FY 2025 26.

Internal Control Systems and Adequacy

The Company has adequate internal control systems commensurate with the size and nature of its business. These systems ensure reliable financial reporting, compliance with applicable laws and regulations, and efficient utilization of resources.

Human Resources and Industrial Relations

MFS Intercorp Limited recognizes its workforce as a key asset. During the year under review, the Company maintained cordial industrial relations and continued to focus on employee training, safety, and welfare.

Details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios, along with detailed explanations therefore:

Particulars	FY24-25	FY23-24	Reason for Change
Debtors Turnover	N.A	N.A	Not applicable as the Company has no sales income during FY 2024-25.
Inventory Turnover	N.A	N.A	Not applicable as there is no stock in hand and no sales income for FY 2024-25.
Interest Coverage Ratio	N.A	N.A	Not applicable as there were no interest expenses during FY 2024-25.
Current Ratio	16.92	270.42	The decrease in Current Ratio is due to reclassification of investments. The Company realized Loans & Advances and invested the proceeds in Sweep FD Accounts, which are reflected under Current Investments as part of Current Assets.
Debt-Equity Ratio Operating Profit	N.A	N.A	Not applicable as the Company has no outstanding debt.
Margin	N.A	N.A	Not applicable as there is no sales income during FY 2024-25.
Net Profit Margin	N.A	N.A	Not applicable as there is no sales income during FY 2024-25.

Return on Net Worth

The Return on Net Worth of the Company stood at 0.26% in FY 2024-25, as compared to 0.03% in FY 2023-

24 . The improvement was primarily driven by better cost management and marginal increase in income levels.

During FY 2024-25, Revenue from Operations amounted to 29.37 lakhs as against Nil in FY 2023-24, while Total Expenses rose to 30.16 lakhs from 1.95 lakhs in the previous year, mainly due to higher employee benefits and other expenses. Consequently, the Company reported a Net Loss of 0.79 lakhs in FY 2024-25 compared to a Net Loss of 1.95 lakhs in FY 2023-24, reflecting a reduction in overall loss.

Despite the continuing losses, the narrowing of deficit and improvement in operational income translated into a positive movement in Return on Net Worth, thereby reflecting the Companys efforts towards stabilizing its performance and improving financial efficiency.

Risk Management

The Company has in place a Risk Management Policy pursuant to Section 134 of the Companies Act. It establishes various levels of accountability and each significant risk.

Corporate Social Responsibility (CSR)

The Company does not fall in any of the Criteria of Section 135 of the Companies Act, 2015 read with the Companies (Corporate Social Responsibility Policy) Rules 2014 and hence the company does not require to comply the same.

Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace

The Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Work place, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. All employees of the Company, those of contractors as well as trainees are covered under this Policy.

No complaint was received from any employee during the financial year 2024-2025 and hence no complaint is outstanding as on 31.03.2025 for redressal.

Vigil Mechanism/ Whistle Blower Policy

There is a Whistle Blower Policy in the Company and that no personnel have been denied access to the Chairman of the Audit Committee. The policy provides for adequate safeguards against victimization of persons who use vigil mechanism.

Code of Conduct

The Board has laid down a code of conduct for board members and senior management personnel of the Company. The code incorporates the duties of independent directors as laid down in the Companies Act, 2013. The said code of conduct is posted on Companys website (the website is under maintenance). The Board members and senior management personnel have affirmed compliance with the said code of conduct.

Prevention of Insider Trading

The Board has adopted a revised Code of Prevention of Insider Trading based on the SEBI (Prohibition of Insider Trading) Regulations, 2015. The same has been placed on the website of the Company (the website is under maintenance. You can get the same through an Email). All the Directors, senior management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under Report, there has been due compliance with the said code of conduct for prevention of insider trading.

Corporate Governance

As per SEBI LODR, Compliance with the provisions of regulation 17 through 27 and clauses (b) to of sub regulations

46 and Para C, D and E of schedule V is not mandatory for the time being, in respect of the following class of Companies:

a) Companies having paid up equity share capital not exceeding Rs.10 crore and Net Worth not exceeding Rs.25 Crore, as on the last day of previous financial year; b) The listed entity which has listed its specified securities on the SME Exchange;

As such our Company falls in the ambit of aforesaid exemption, consequently Corporate Governance does not forms part of the Annual Report for the Financial Year 2024-25. However, the Company is following industry best corporate governance standards.

Human Resources

The human resource plays a vital role in the growth and success of an organization. The Company has maintained cordial and harmonious relations with employees across various locations.

Deposits from Public

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public, was outstanding as on the date of the balance sheet.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings Outgo Technology absorption: NIL

Foreign Exchange earnings and outgo: NIL

Particulars of Employees and Remuneration

Pursuant to the Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, no employee of the Company was paid remuneration exceeding the prescribed limits, during the financial year 2024-25.

Share Capital

The paid-up equity share capital of the Company as at 31^st March, 2025 is Rs.4,32,49,000. The Company currently has no outstanding shares issued with differential rights, sweat equity or ESOS.

Auditors Statutory Auditors:

M/s. H. G. Sarvaiya & Co, Chartered Accountants, (Firm Registration No: 115705W) who are the statutory auditors of the Company, were appointed at the 38^th Annual General Meeting to hold office till the conclusion of 43^rd Annual General Meeting.

The report issued by M/s. H. G. Sarvaiya & Co., Chartered Accountants, (Firm Registration No: 115705W), Statutory Auditor for FY 2024-25 forms part of this report.

The observations made by the Auditors in their Auditors Report and the Notes on Accounts referred to in the Auditors Report are self-explanatory and do not call for any further comments.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. S Bhattbhatt & Co. to undertake the Secretarial Audit of the Company for the year ended March 31, 2025. The Secretarial Audit Report is annexed as

Annexure B.

Cost Auditors:

Your Company does not require to get its cost records audited by the qualified Cost Auditors, in view of non-applicability. No appointment of Cost Auditors has been made.

Directors Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of annual accounts for the year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at March 31, 2025 and of the Profit of the Company for the year ended on that date; c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a ‘going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Acknowledgement

The Board places on record its deep appreciation for the continued support received from various clients, vendors and suppliers and Bankers, Government Authorities, Employees at all levels and Stakeholders, in furthering the interest of the Company.

For MFS Intercorp Limited

Kiran Vishwakarma

Chairman & Director

DIN: 10526319