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 31st March, 2026.

Financial Statements:

Particulars	Current Year 2025-26	Current Year 2024-25
Total Income	39.13	29.37
Total Expenses	41.49	30.16
Profit/Loss before Finance Cost and Depreciation	(1.97)	(0.79)
Less: Finance Cost	0
Profit/Loss before Depreciation	(1.97)	(0.79)
Less: Depreciation	0.39
Profit/(Loss) before Tax	(2.36)	(0.79)
Provision for Tax - Current Tax	Nil	Nil
- Deferred Tax	Nil	Nil
Balance of Profit/(Loss) for the year	(2.36)	(0.79)
Earning per equity share:
Basic (Rs.10/- each)	(0.05)	(0.02)

Performance Review

During the year the company has generated income of 39.13 Lakhs and as a result of that the Company has incurred loss of Rs. (2.36) Lakhs in 2025-26.

Dividend

No dividend recommended by the Board of directors for the Financial Year ended 31st March, 2026.

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 15,10,00,000/- (Rupees Fifteen Crores Ten Lakhs only), divided into 1,51,00,000 (One Crore Fifty-One Lakhs) Equity Shares of 10/- each. Consequently 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 sub-section (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 Company allotted 1,01,50,000 (One Crore One Lakh Fifty Thousand) Convertible Warrants on a preferential basis at an issue price of 15/- per Warrant, each Warrant convertible into one Equity Share of the Company having a face value of 10/- each, in accordance with the applicable provisions of the Companies Act, 2013 and SEBI (ICDR) Regulations, 2018. Out of the said Warrants, 41,50,000 Warrants were allotted on 07 March 2026 and 60,00,000 Warrants were allotted on 12 March 2026. Each Warrant carries a right to subscribe to one Equity Share within 18 months from the date of allotment, subject to applicable terms and regulatory approvals.

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

Changes in Directors and Key Managerial Personnel

During the financial year under review and up to the date of this Report, the following changes took place in the composition of the Board of Directors and Key Managerial Personnel of the Company:

Mr. Pritesh Ashvinbhai Patel - appointed as Non- Executive Non- Independent Director with effect from 01st June, 2025. Mr. Satishkumar Suthar - appointed as Non- Executive Non- Independent Director with effect from 01st June, 2015. Ms. Sayali Patil - appointed as Company Secretary and Compliance Officer with effect from 15th May, 2025. Ms. Mahima Ahuja - ceased to be Non- Executive Non- Independent Director with effect from 10th August, 2026.

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

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 15.05.2025, 30.05.2025, 14.08.2025, 29.08.2025, 14.11.2025 29.01.2026, 13.02.2026 07.03.2026 and 12.03.2026.

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: www.mfsintercorpldt.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 Mr. Satish Suthar. Changes were made in accordance with rules and regulations.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee (NRC) 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.

The NRC of the Company presently comprises of three members being Mr. Meet Khant, Mr. Parth Mehta and Mr. Satish Suthar. Changes were made in accordance with rules and regulations.

Stakeholder Relation Committee

The Stakeholder Relation Committee (SRC) 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.

The SRC of the Company presently comprises of three members being Mr. Meet Khant, Mr. Parth Mehta and Mr. Satish Suthar. 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 economy continued to operate in an environment of geopolitical uncertainties, changing trade policies, inflationary pressures and volatility in commodity prices during FY 2025-26. These factors continued to influence business sentiment, international trade and demand conditions across various sectors. Despite these challenges, the Indian economy remained resilient, supported by domestic consumption, infrastructure development, urbanisation and continued Government spending.

Indian Steel Industry

The Indian steel industry continues to remain an important contributor to the countrys economic development. Demand for steel is supported by infrastructure development, construction, real estate, automobiles, engineering and manufacturing activities. Government initiatives relating to infrastructure development, housing and transportation are expected to continue supporting domestic steel consumption.

However, the industry remains exposed to volatility in the prices of steel, iron ore, coking coal and other raw materials, as well as competitive pressures arising from imports and changes in global market conditions.

Business Overview

MFS Intercorp Limited is engaged in activities relating to the iron and steel sector, including trading and allied activities. The Company continues to evaluate opportunities for strengthening its business operations and improving its financial performance.

During FY 2025-26, the Company recorded Revenue from Operations of 38.96 lakhs as compared to 29.37 lakhs in FY 2024-25. The Company reported a Net Loss of 2.36 lakhs during the year as against a net loss of 0.79 lakhs in the previous year. The increase in loss was mainly attributable to the overall increase in operating and other expenses during the year.

Opportunities And Threats

Opportunities: The Companys business may benefit from the continued growth in domestic steel demand, infrastructure development, urbanisation and Government expenditure on infrastructure and construction. The Company may also explore opportunities in steel trading and allied activities to strengthen its market presence.

Threats: The principal risks include volatility in steel and raw material prices, competition from domestic and international players, changes in Government policies and duties, fluctuations in demand and broader economic and geopolitical uncertainties.

Risks And Concerns

The Companys business is exposed to risks associated with fluctuations in steel and raw material prices, market demand, competition, regulatory changes and general economic conditions. The Company continues to monitor such risks and take appropriate measures, wherever considered necessary, to minimise their potential impact on its operations and financial performance.

Outlook

The outlook for the Indian steel sector remains positive, supported by infrastructure development, construction activity, urbanisation and increasing domestic consumption. The Company intends to leverage available business opportunities, strengthen its customer and supplier relationships, improve operational efficiency and explore suitable avenues for sustainable growth.

Internal Control Systems and Adequacy

The Company has adequate internal control systems commensurate with the size, nature and complexity of its business. The internal control framework is designed to ensure proper recording of transactions, safeguarding of assets, reliability of financial information and compliance with applicable laws and regulations. The management periodically reviews the effectiveness of such controls.

Human Resources and Industrial Relations

Human resources continue to be an important component of the Companys operations. The Company maintains cordial relations with its employees and endeavours to provide a conducive working environment. The Company continues to focus on employee welfare, development and compliance with applicable labour laws.

Details of Significant Changes in Key Financial Ratios

The key financial ratios of the Company for FY 2025-26, as compared with FY 2024-25, are set out below:

Particulars	FY 2025-26	FY 2024-25	Reason for Change
Debtors Turnover	N.A.	N.A.	Not meaningful due to the nature and level of revenue and receivables during the respective years.
Inventory Turnover	N.A.	N.A.	Not applicable as the Company had no inventory during the year.
Interest Coverage Ratio	N.A.	N.A.	Not applicable as the Company had no interest-bearing borrowings/interest expense during the year.
Current Ratio	2.07	1.16	Improvement primarily due to increase in current assets during the year.
Debt-Equity Ratio	N.A.	N.A.	Not applicable as the Company has no outstanding borrowings.
Operating Profit Margin	N.A.	N.A.	Not meaningful considering the nature and level of the Companys operations.
Net Profit Margin	(6.06%)	(2.69%)	The change is mainly attributable to the increase in total expenses relative to revenue during FY 2025-26.
Return on Net Worth	(0.46%)	(0.69%)	The ratio reflects the loss incurred during the respective financial years.

Financial Performance and Analysis

During FY 2025-26, the Company recorded Revenue from Operations of 38.96 lakhs, compared to 29.37 lakhs in FY 2024-25, representing an increase in operating revenue. Total income stood at 39.13 lakhs as against 29.37 lakhs in the previous year.

The Companys total expenses increased to 41.49 lakhs during FY 2025-26 from 30.16 lakhs in FY 2024-25. Consequently, the Company reported a Net Loss of 2.36 lakhs during FY 2025-26 as compared to a Net Loss of 0.79 lakhs in the previous year.

As at 31 March 2026, the Companys total assets stood at 942.46 lakhs, compared to 576.71 lakhs as at 31 March 2025. Total equity increased to 508.93 lakhs from 113.78 lakhs, primarily reflecting the movement in other equity during the year.

The Company continues to focus on strengthening its operations, improving financial efficiency and identifying suitable opportunities for future growth.

Cautionary Statement

Statements in this Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may constitute forward-looking statements within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed or implied due to various factors including economic conditions, changes in Government policies, market conditions, competition, regulatory developments and other risks and uncertainties. The Company undertakes no obligation to publicly update or revise any forward-looking statements based on subsequent events or developments.

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 2025-2026 and hence no complaint is outstanding as on 31.03.2026 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 2025-26. 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 2025-26.

Share Capital

The paid-up equity share capital of the Company as at 31st March, 2026 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 38th Annual General Meeting to hold office till the conclusion of 43rd Annual General Meeting.

The report issued by M/s. H. G. Sarvaiya & Co., Chartered Accountants, (Firm Registration No: 115705W), Statutory Auditor for FY 2025-26 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, 2026. 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, 2026, 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, 2026 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 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 Date: 04.09.2026 Place: Ahmedabad