Mideast Integrated Steels Ltd Directors Report

To

The Members

Mideast Integrated Steels Limited

The Directors are pleased to present 32^nd Annual Report and the Statements of Accounts for the financial year ended on March 31, 2025.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The Company?s financial performance for the year ended March 31, 2025 along with previous year?s figures is given hereunder:

(Rs. in Mn)

	Standalone	Consolidated
Particulars	2024-25	2023-24	2024-25	2023-24
Total Revenue	470.50	1813.73	5674.60	9158.03
Profit / (Loss) Before Finance Cost &	(858.54)	998.27	(882.95)	1354.25
Depreciation
Interest/ Finance Cost	0.17	42.24	1256.05	385.30
Depreciation	356.57	358.98	658.27	653.56
Profit/(Loss) before Tax	(1215.28)	597.05	(2407.88)	266.69
Adjustments for Prior period Income /	5.67	8.10	149.38	48.70
Tax Expense (Deferred Tax)	(260.24)	10.76	22.56	(70.66)
Profit/(Loss) After Tax	(1480.85)	600.15	(2385.32)	196.04
Balance of profit / (loss) brought forward	1768.73	1168.59	(525.34)	(720.78)
Profit carried to the Balance sheet	3199.74	1768.73	812.49	(525.34)

The Figures have been rounded off to nearest Million.

2. FINANCIAL PERFORMANCE HIGHLIGHTS Standalone Operations:

During the year under review, the Company?s net revenue from operations was Rs. 470.50 million as against Rs. 1813.73 million in the previous financial year. The Company?s Profit / (Loss) before Depreciation Interest and Tax ("PBDIT") is Rs. (858.54) million in the financial year ended 31st March, 2025 as opposed to PBDIT of Rs 998.27 million in the immediate previous financial year.

Taking into account depreciation and interest cost, profit/ (Loss) before tax (PBT) stood at Rs. (1215.28) million as against Rs. 597.05 million in the previous financial year and total comprehensive income for the year was Rs. 1413.01 million as against Rs. 600.15 million in the previous financial year.

Consolidated Operations:

During the year under review, the Company?s net revenue from operations was Rs. 5674.60 million as against Rs. 9158.03 million in the previous financial year. Further, in the financial year ended 31st March, 2025, loss before tax (PBT) was Rs. (2407.88) million as against profit of Rs. 266.69 million in the previous financial year and Loss after tax (PAT) was Rs. (2385.32) million against profit of Rs. 196.04 million in the previous financial year.

The performance and financial position of the subsidiary company is included in the consolidated financial statements of the Company.

3. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED BY THE COMPANY:

During the year under review, the Company has not given any loan, made investments, given guarantees or securities as specified under section 186 of Companies Act, 2013.

4. SUBSIDIARY COMPANY

The Company has one subsidiary namely Maithan Ispat Limited. A statement containing the salient features of the financial statements of the subsidiary in the Form AOC-1 is enclosed as Annexure-A is attached with the financial statements of the Company as per the requirement of Section 129(3) of the Companies Act, 2013.

During the year under review, the Company earned revenue of Rs. 573.65 crores during the financial year ended 2024-25 as compared to revenue of Rs. 733.04 crores in the previous financial year. But due to various factors there were operational losses of Rs. (104.44) crores during the year as compared to operational losses amounting to Rs. (28.17) crores during the previous financial year. The Company is hopeful to perform better in future.

5. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the related party transactions were in the ordinary course of business and at arm?s length. The Board has approved the related party transactions for the FY 2024-25 and the estimated related party transactions for the FY 2025-26.

A statement containing details of all material transactions/ contracts/ arrangements is attached as Form AOC-2 is enclosed as Annexure-B to this report. There are no related party transactions that have conflict of interest with the Company.

6. STATE OF COMPANY AFFAIRS:

The sales and other income for the financial year under review were 470.50 million as against 1813.70 million for the previous financial year registering a decrease of 74.06%. The profit / (loss) before tax for the year under review, was lower at (1215.28) million and the loss after tax was (1480.85) million for the financial year under review as against 597.05 and 600.15 respectively for the previous financial year.

7. CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of the business of the Company.

8. AMOUNT TO BE CARRIED TO GENERAL RESERVE

The Company has not transferred any amount to General Reserves during the Year.

9. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to regulations 34 of the Listing Regulations, Management?s Discussion and Analysis Report for the year is presented in a separate section forming part of the Annual Report.

10. SHARE CAPITAL

During the year under review, there was no change in the Authorized Capital of the Company. On March 31, 2025, the Authorized Share Capital stood at Rs. 1800.00 million. There was no change in the Company?s issued, subscribed and paid-up equity share capital during the year. On March 31, 2025, it stood at Rs. 1378.75 million divided into 13,78,75,000 equity shares of Rs. 10/- each. The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme. No disclosure is required under Section 67(3)(c) of Companies Act, 2013 in respect of voting rights, not exercised directly by the employees of the Company, so the provisions of the said Section are not applicable.

11. DIVIDEND

The Company has not recommended any dividend for the financial year ended March 31, 2025.

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

The Information as per Section 134(3)(m) read with Rule 8 of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, is provided in the enclosed Annexure-C forming part of this Report.

13. RISK MANAGEMENT POLICY

As per the relevant provisions of Companies Act, 2013 and SEBI LODR 2015, the requirement of risk management policy, is not applicable on the Company.

14. ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the annual return for Financial Year ended 2025 is in the prescribed Form No. MGT-9. The same is available on company website www.mescosteel.com.

15. PUBLIC DEPOSIT

The company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 2014.

16. NUMBER OF MEETINGS OF THE BOARD

The Meetings of the Board are held at regular intervals with a time gap of not more than 120 days between two consecutive Meetings. Additional Meetings of the Board of Directors are held when necessary. The Agenda of the Meeting is circulated to the Directors in advance. Minutes of the Meetings of the Board of Directors are circulated amongst the Members of the Board for their perusal.

During the financial year 2024-25, the Board of Directors of the Company met 6 times i.e., on 18.05.2024, 30.05.2024, 30.07.2024, 09.10.2024, 14.11.2024 and 13.02.2025.

17. DIRECTORS? RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134, sub-section 3(c) and sub-section 5 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state and confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed with no material departures;

ii. we 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 the end of the financial year as on 31.03.2025 and of the loss of the Company for the same period;

iii. we have 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;

iv. we have prepared the annual accounts on a going concern basis;

v. we have laid down internal financial controls in the Company that are adequate and are operating effectively; and

vi. we have devised proper systems to ensure compliance with the provisions of all applicable laws and that these are adequate and are operating effectively.

18. DECLARATION OF INDEPENDENCE

The Company has received the necessary declaration from each Independent Director who is part of Board confirming that;

i. They meet the criteria of Independence as laid out in Section 149(6) of the Companies Act, 2013 read with the Schedules, rules made there under and Regulation 25 of SEBI Listing Regulations, 2015. Independent Directors have also confirmed that they are not aware of any circumstances or situations, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge his duties with an objective independent judgment and without any external influence and that they are independent of the Management.

ii. Further, Independent Directors have complied with the Code for Independent Directors prescribed in schedule IV of the Companies Act, 2013 (‘ACT?). Directors and senior management personnel have complied with the code of conduct laid down by Board for all members of board of directors and senior management of the listed entity. and iii. Registered themselves with the Independent Directors? Databank as per the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019.

19. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of 3 Independent Directors as Members. One meeting was held during the financial year under review on 30.07.2024. More details on the committee are given in the Corporate Governance Report.

20. NOMINATION AND REMUNERATION POLICY

Company?s Policy on Director?s Appointment and Remuneration including criteria for determining qualification, positive attributes, independence of directors and other matters provided under section 178(3) of the Companies Act, 2013, there has been no change in the Policy since the previous financial year. Given below is the link on the website of company where in complete policy is placed https://www.mescosteel.com/pdf/investor_misl/Policies/Nomination_Remuneration_Policy.pdf.

21. AUDITORS

a. Statutory Auditors

At the 29th Annual General Meeting, the Members approved appointment of M/s Ashok Shyam & Associates, Chartered Accountants (Firm registration No. 011223N) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the thirty forth AGM to be held on 2027.

The Statutory Auditors have confirmed that they are not disqualified from continuing as the auditors of the Company.

The Notes on financial statements referred to in the Auditor?s Report are self-explanatory and do not call for any further comments. The Statutory Auditors have not reported any instance of fraud committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

Auditor Report was qualified for the Financial Year 2024-25. The replies to same were also given at given Point No. 24. The statement on impact of audit qualifications for the financial year ended March 31, 2025 along with Managements replies thereon has been filed with BSE too.

b. Cost Auditor

Pursuant to section 148 read with Rule 3 & 4 of The Companies (Audit and Auditors) Rules, 2014, if a company doesn?t have a turnover of Rs. 100 crores in the last preceding financial year then the cost audit is not applicable. It is hereby informed that our turnover for the preceding financial year is less than Rs. 100 crores thus cost audit is not applicable on us and we are not appointing cost auditor for FY 2025-26.

c. Secretarial Auditor

M/s Tripti Shakya & Company was appointed as Secretarial Auditor for five years starting from 2025 2029. M/s Tripti Shakya & Company has issued the audit report in respect of the secretarial audit of the Company for the previous financial year ended March 31, 2025. The Secretarial Audit Report is annexed as Annexure-G to this Report. Given Below is the management?s reply on the observations made by the Secretarial Auditor in their Report.

d. Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of The Companies (Accounts) Rules 2014 and based on the Audit Committee recommendations, the Board of Directors of the Company has appointed Das & Prasad, as the Internal Auditor of the Company for the financial year 2025-26.

22. SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES & CONSOLIDATED FINANCIAL STATEMENTS

During the year under review, the Company has only one material unlisted subsidiary i.e., Maithan Ispat Limited. Pursuant to Section 129(3) of the Companies Act, 2013 and Accounting Standard issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the Financial Statements of its Subsidiary. Consolidated Financial Statements form part of this Annual Report. Statement containing the salient features of the financial statement of the Company?s subsidiary in Form AOC-1 is enclosed as Annexure-A.

In terms of provisions of Section 136 of the Companies Act, 2013, the Company shall place separate audited accounts of the Subsidiary Company on its website at www.mescosteel.com.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, the Company entered into contracts or arrangements with related parties which were in the ordinary course of business and on arm?s length basis. All related party transactions were placed before the Audit Committee for review on quarterly basis. The details of the related party transactions as required under Accounting Standard are set out in Notes to the standalone financial statements forming part of this Annual Report.

There are no material transactions with the related parties except transactions which were approved by Shareholders at 32th Annual General Meeting held on September 30, 2024, in accordance with Company?s Related Party Transaction Policy and Regulation 23 of LODR Regulations. As required under Regulation 46 (2) (g) of LODR, the Related Party Transaction Policy and Company?s Material Subsidiary Policy is disclosed in the Company?s website i.e., www.mescosteel.com

The details of the related party transactions as required under Section 134(3)(h) r/w Rule 8 (2) of the Companies (Accounts) Rules, 2014 and under Regulation 34(3), Para A of Schedule V of SEBI(LODR) Regulations, 2015 is as per Form AOC 2 and is enclosed as Annexure B.

24. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report except to the extent disclosed below:

Point wise Replies to Auditor?s Qualifications

1. The management has informed that they are understanding the requirement of the insurance cover so it is already under pipeline.

2. The major amounts of receivables are from Maithan Ispat Limited, subsidiary of the Company, and Maithan has been making repayment since it restarted operations in January 2022. Maithan in the last 3 years have generated positive cash flows and the repayment will be done by Maithan to the Company in a systematic and organized manner without affecting Maithan?s operation. There has been movement in the receivables since last three years, Maithan has started making payment and Maithan?s net-worth is positive, hence impairment testing is not required.

3. The disputed amounts are with various authorities for various year and at different levels including appellate. Some of these disputes are old.

4. The company has taken legal opinion on the treatment of Compensation as well interest on same from an independent advocate. Accordingly, details relating to the same are mentioned Note No. 29 notes to accounts of the Financial Statement. Further the Company is making payment of compensation under protest by selling of stocks lying with the Company after getting necessary permission and order from Hon?ble Supreme Court. Furthermore, there is a stock of approximate 1.1 million tons on the ground which is being sold under the Hon?ble Supreme court order dated 06.04.2023. This will further reduce this amount. The Company has already deposited with Government an amount of Rs. 415.79 (including GST) till July 2023 under protest.

Further Hon?ble Supreme Court through its order dated 10.07.2023 has ordered State Government to takeover and sell the iron ore in question and give credit of the sale amounts to the State of Odisha. After this order OMC (appointed by State Govt.) took over the material of 2, 45,958 MT and during the year under review, OMC has sold 1,12,128 MT amounting to Rs. 53,85,72,720.

5. The amounts are old and have been written back and written off to appropriately reflect the state of affairs of the Company. Further, the list of the parties of whom the amounts were written back and written off has been the management has informed that major amount of these advances is sub judice in Hon?ble High Court and it has been advised not to make any change in the accounts in this matter.

6. Hon?ble Supreme Court through its order dated 10.07.2023 has ordered State Government to takeover and sell the iron ore in question and give credit of the sale amounts to the State of Odisha. After this order OMC (appointed by State Govt.) took over the material of 2, 45,958 MT and during the year under review, OMC has sold 1,12,128 MT amounting to Rs. 53,85,72,720.

25. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Act, the Company has to contribute to CSR activities if it has a) Net worth of more than Rs. 500 crores b) Turnover of more than Rs. 1000 crores c) Net profit of more than Rs. 5 crores in the preceding year.

Since the Company does not meet any criteria and thus these provisions are not applicable so they were not required to make any contribution towards CSR activities. Annual Report on Corporate Social Responsibility is enclosed as Annexure-D.

26. PERFORMANCE EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors and performance of the Board as a whole was evaluated. Further, they also evaluated the performance of the Chairman of the Company, taking into account the views of the Executive Directors and Non-executive Directors.

27. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review,

Mr. Hawa Singh Chahar has retired as Independent Non-executive Director of the Company from 21.06.2024.

Mr. Sanjiv Batra has retired as Independent Non-executive Director of the Company from 30.09.2024.

Mr. Prasant Kumar Misra was appointed as Independent Non-executive Director of the Company for another term of five years from 30.07.2024.

Mr. Harsh Kumar was appointed as Independent Non-executive Director of the Company from 01.01.2025 for a term of five years.

Mr. Amarendra Khatua was appointed as Independent Non-executive Director of the Company from 30.07.2024 for a term of five years.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY?S OPERATIONS IN FUTURE.

There are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status and Company?s operations in future except detailed below:

It is hereby informed that a Forensic Audit and an investigation were being conducted by SEBI through its CFID Department. SEBI through its order dated 21^st February, 2024 has ordered various directions. The Company has filed an appeal in the Tribunal against the order of SEBI. The matter is sub-judice.

29. INTERNAL FINANCIAL CONTROLS

Details of internal financial control and its adequacy in compliance with the provisions of Rule 8 (5)(viii) of Companies (Accounts) Rules, 2014 are included in the Management Discussion and Analysis Report, which forms part of this Report.

30. DISCLOSURE AS PER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the financial year ended March 31, 2025, no complaint pertaining to sexual harassment was received by the Company. Further company confirms that the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

31. AUDIT COMMITTEE

The details pertaining to the composition of the audit committee are included in the Corporate Governance Report, which is part of this report.

32. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Particulars of Employees pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure-E.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules? forms part of this Annual Report and is attached as Particulars of Employees pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure-F.

33. STAKEHOLDERS RELATIONSHIP COMMITTEE

The details pertaining to the composition of the Stakeholder Relationship committee are included in the Corporate Governance Report, which is a part of this report.

34. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

Your Company recognizes the value of transparency and accountability in its administrative and management practices. The Company promotes the ethical behavior in all its business activities. The Company has adopted the Whistle blower Policy and Vigil Mechanism in view to provide a mechanism for the directors and employees of the Company to approach Audit Committee of the Company to report existing / probable violations of laws, rules, regulations or unethical conduct. The Whistle Blower Policy has been posted on the website of the Company (www.mescosteel.com)

35. CORPORATE GOVERNANCE

Report on Corporate Governance and Certificate of Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated in Part C of Schedule V of the SEBI (LODR) Regulations, 2015 are enclosed as part of this report.

36. COMPLIANCES WITH SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India.

37. MATERNITY BENEFIT

In line with the provisions of the Maternity Benefit Act, 1961, as amended by the Maternity Benefit (Amendment) Act, 2017, the Company continues to provide maternity benefits to eligible female employees.

Female employees are entitled to paid maternity leave of up to 26 weeks for the first two children, and 12 weeks for subsequent children, along with other prescribed benefits, including nursing breaks and work-from-home options where applicable.

The Company has also implemented appropriate policies to support women during maternity and promote a safe and inclusive work environment. These include flexible work arrangements, return-to-work support, and access to cr?che facilities as required under the law.

38. FRAUD REPORTING

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year.

39. ACKNOWLEDGEMENTS

The Board expresses its sincere gratitude to the shareholders, bankers/lenders, Investors, vendors, State and Central Government authorities and the valued customers for their continued support. The Board also wholeheartedly acknowledges and appreciates the dedicated efforts and commitment of all employees of the Company.

By order of the Board

For and on behalf of Mideast Integrated Steels Limited

Sd/-

Shipra Singh Rana

Director

DIN: 00137209

Place: New Delhi

Date: 30.05.2025