MSP Steel & Power Ltd Directors Report

Dear Members,

The Board of Directors of MSP STEEL & POWER LIMITED ("Company") is pleased to present the Fifty-sixth integrated Annual Report along with Audited Financial Statements of the Company, for the financial year ended 31^st March 2025.

A. FINANCIAL RESULTS – STANDALONE & CONSOLIDATED

( Rs. in Lakhs)

	Standalone		Consolidated
Particulars	F.Y. 24-25	F.Y. 23-24	F.Y. 24-25	F.Y. 23-24
Revenue from Operations	2,90,524.78	2,87,385.40	2,90,524.78	2,87,385.40
Other Income	358.02	3,835.85	358.70	3,840.91
Total Income (A)	2,90,882.80	2,91,221.25	2,90,883.48	2,91,226.31
Total Expenses (B)	2,90,661.84	2,89,148.44	2,90,632.27	2,89,158.05
Profit/(Loss) Before Tax (C=A-B)	220.96	2,072.81	251.21	2,068.26
Add/(Less): Exceptional Items (D)	-	-	-	-
Share of Profit / (Loss) of Associates, joint venture (E)	-	-	5.03	1.09
Income Tax for Earlier Years	-	-		-
Deferred Tax	3,091.94	633.91	3,092.18	634.71
Less: Tax Expenses (F)	3,091.94	633.91	3,092.18	634.71
Profit/(Loss) for the Year (C-D+E-F)	(2,870.98)	1,438.90	(2,835.94)	1,434.64
Other Comprehensive Income/(Loss)(net of tax)	167.70	(196.40)	167.70	(196.40)
Total Comprehensive Income	(2,703.28)	1,242.50	(2,668.24)	1,238.24

B. PERFORMANCE- FY 24-25 On a Standalone basis, the revenue for the Company for the FY 2024-2025 was H 2,90,524.78 Lakhs registering a growth of 1.09 % as compared to the previous years revenue of H 2,87,385.40 Lakhs. The

EBITDA for the year was 137,06.79 Lakhs, as compared to previous year EBITDA of 16,377.03 lakh. The Net profit attributable to the owners of the Company for the FY 2024-25 was Rs.(2870.98) lakh in comparison to H 1,438.90 lakh for the previous year.

From current year onwards, the Company has opted the option under section 115 BAA of the Income Tax Act,1961, introduced by the Taxation Laws (Amendment) Act, 2019 which gives irreversible option for payment of income tax at reduced rate subject to certain conditions. In view of above, Minimum Alternative Tax (MAT) credit of H 2,648.71 lakhs accounted for in earlier years has been reversed during the quarter ended 31^st March, 2025 and deferred tax asset/liability also has been measured/remeasured at the tax rates specified under new regime.

This change in the tax regime has resulted in the Company reporting a negative Profit after Tax for the quarter ended 31^st March, 2025, leading to a loss in the annual financial statements for the FY 2024-25.

On a Consolidated basis, the revenue for the Company for the FY 2024-2025 was H 2,90,524.78 lakh, registering a growth of 1.09% as compared to the previous year revenue of H 2,87,385.40 Lakhs. The EBITDA for the year was H 137,49.24 lakh, as compared to previous year EBITDA of Lakhs H 16,378.58 Lakhs. The Net profit attributable to the owners of the Company for the FY 2024-25 was (H 2,835.48) lakh in comparison to H 1,435.87 lakh for the previous year. The Profit After Tax was (2835.94) Lakh in comparison to H 1,434.64 lakh. The company has achieved turnover of H 2,90,524.78 lakh during FY 2024-25.

During the year under review, the Company continued its focus on judicious fund management, including timely repayment of loans along with interest obligations. The Company also undertook proactive planning for future fund-raising activities to support its growth objectives.

As a part of the Restructuring Package previously approved under S4A i.e Scheme for Sustainable Structuring of Stressed Assets by Reserve Bank of India, the Company had issued 451,970,554 Optionally Convertible Debentures (OCDs), which were converted into equity shares following the receipt of listing and trading approvals from the National Stock Exchange and the Bombay Stock

Exchange. Consequently as on 31^st March, 2025, there were no outstanding OCDs pending to be converted/redeemed by any Lenders under Restructuring Package.

1. CHANGE IN THE NATURE OF BUSINESS

There was no change in business of the Company during the financial year ended 31^st March 2025.

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 Company has not recommended any dividend at the forthcoming Annual General Meeting (AGM) for the year ended 31^st March 2025. 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 Companys website at www .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, 2025.

5. OPTIONALLY CONVERTIBLE DEBENTURES (OCD)

The aggregate outstanding amount of OCDs of the Company as on 31^st March 2025 was NIL as H 4,519,705,540/- consisting of 451,970,554 OCDs of face value of H 10/- each were converted into equity shares during the FY 2024-2025.

6. SHARE CAPITAL

Authorised Share Capital:

The Authorised Share Capital of the Company as on March 31, 2025: H 9,00,00,00,000 (Rupees Nine Hundred Crore).

Issued, subscribed and paid-up share capital Share Capital:

The issued, subscribed and paid-up share capital of the Company as on 31^st March, 2025: H 5,69,90,96,450/- (Five Hundred Sixty Nine Crore Ninety Lakhs Ninety-Six Thousand Four Hundred and Fifty only).

During the FY 2024-2025, there was no change in the Authorized Share Capital of the Company whereas Paid-up Share Capital of the Company increased to H 5,69,90,96,450. The equity shares of the Company are listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE")

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

In line with Section 129(3) of the Act read with 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 Subsidiary, 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 Directors 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 2 subsidiaries and 1 Joint Venture Company as on 31^st March, 2025 as mentioned below :

1. MSP Cement Ltd - Wholly owned Subsidiary

2. Prateek Mines and Minerals Pvt Ltd - Subsidiary

3. Madanpur Southcoal company Ltd. - Joint Venture Company

Your Company has formulated a policy for determining ‘Material Subsidiary, in terms of the Regulation 16(c) of the Listing Regulations, as amended from time to time. The said policy can be accessed on the Companys 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, 2025, 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, 2025.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has disclosed the full particulars of the Loans given, Investments made, or Guarantees given or Security 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 financial statements forming part of the Annual Report. Investments made or Guarantees given or Security provided are within the limit as prescribed under Section 186 of the Companies Act, 2013.

10. CORPORATE GOVERNANCE Your Company is committed to upholding 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 is annexed to the Report on Corporate Governance, which forms part of this Annual Report.

11. 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 December 2024 Therefore, the BRSR as stipulated under Regulation 34(2) (f) of the Listing Regulations is not applicable to the Company for the FY 2024-2025.

12. ANNUAL RETURN

As per Provision 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

13. DIRECTORS & KEY MANAGERIAL PERSONNEL Your Board of Directors comprises a balance mix of Executive as well as Non-Executive Directors including the women directors. Directors have rich experience and expertise across a range of fields such as corporate finance, strategic management, accounts, legal, marketing, brand building, social initiative, general management, and strategy. 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 to the Board.

Appointment/Re-appointment/Cessation of the Directors

Appointment as Joint Managing Director:

The Board of Directors of the Company at its meeting held on 08^th August, 2024, based on the recommendation of the NRC and based on his performance evaluation, and according to the provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 appointed Mr. Manish Agrawal as the Joint Managing Director with effect from 12^th August, 2024 and the same has been approved in 55^th AGM.

Re-appointment of Managing Director:

The Board of Directors of the Company at its meeting held on 08^th August, 2024, based on the recommendation of the NRC and according to the provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 re-appointed Mr. Saket Agrawal as the Managing Director with effect from 14^th November, 2024 for a period of five consecutive years and the same has been approved in 55^th AGM.

Re-appointment of Independent Director:

The Board of Directors at its meeting held on 14^th August 2024, based on the recommendation of the Nomination and Remuneration Committee, and based on her performance evaluation re-appointed Mrs. Suneeta Mohanty as Non-Executive Independent Director w.e.f., conclusion of 55^th AGM and the same has been approved in 55^th AGM.

Resignation of Independent Director:

Mr. Prateek Bansal resigned from the post of Independent Director of the Company with effect from 12^th August 2024 due to other commitments. The Board places on record its appreciation for the invaluable contribution and guidance provided by him to the Company over the years.

Cessation of Independent Director:

The Board of Directors at their meeting held on 14^th August 2024, noted the cessation of Mr. Navneet Jagatramka and Mr. Ashok Kumar Soin, as Independent Directors of the Company w.e.f. the conclusion of 55^th AGM, with respect to completion of their second and final term of five consecutive years.

Appointment of Independent Director:

The Board of Directors at its meeting held on 8^th August 2024, based on the recommendation of the Nomination and Remuneration Committee, approved the appointment of Mr. Anubhav Goenka, Mr. Pranab Kumar Chakrabarty and Mr. Pramode Kumar Pandey as an Additional Director in the category of Non-Executive Independent Director w.e.f., 8^th August 2024 and the same has been approved in 55^th AGM.

Declaration by Independent Director

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 Integrated 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 Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules 2014 or applicable regulations of the Listing Regulations.

Key Managerial Personnel Key Managerial Personnel Pursuant to the provision of Section 2(51) and Section 203 of the

Act, read with Rules framed thereunder, the Key Managerial Personnel of the Company are Mr. Saket Agrawal – Managing Director; Mr. Manish Agrawal- Joint Managing Director; Mr. Kamal Kumar Jain – Chief Financial Officer; Ms. Shreya Kar – Company Secretary & Compliance Officer as on 31^st March, 2025.

14. DETAILS OF BOARD AND COMMITTEE MEETINGS

1. 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 Committee as required under Companies Act, 2013 and SEBI Listing Regulation.

The Details of the change in composition of the Committees,itstermofreferenceandnumberof meetings held and attendance in the meetings during the FY 2024-2025, have been disclosed separately in the Corporate Governance Report section of this Annual Report.

2. Meetings of the Board of Directors & Independent Directors

During the year under review, 17 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 FY 2024-25 are given in the Corporate Governance Report forming part of this Integrated Annual Report.

The Independent Directors of the Company should meet at least once in the year pursuant to the requirements of Schedule IV of the Act and Regulation 25 of the Listing Regulations. Two meetings were held on 14^th August 2024 & 13^th February 2025 without the attendance of non-independent directors and members of the management.

15. BOARD EVALUATION

The Company has established a policy for evaluating the performance of the Board, its committees, and individual Directors, including both Non-executive and Executive Directors. It is considered good governance practice.

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 and maximize strengths and tackle weaknesses.

16. 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.

17. 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 Companys website at the following link: https:// www.mspsteel.com/about-us/corporate-policies

18. 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 Boards Report. For more information, the full CSR Policy is available on our website.

A detailed report on the Companys CSR activities is annexed herewith as Annexure-2 to the Boards 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.

19. RISK MANAGEMENT

The company has a comprehensive Risk Management framework to proactively identify, assess, mitigate, minimize such expenses to the extent possible and assure business growth financial stability and establish a structured and intelligent approach to risk management in the Company. This framework encompasses strategic, operational, financial, and compliance-related risks, ensuring that the company maintains resilience in a dynamic business environment. Through regular risk assessments, implementation of control measures, and continuous monitoring, MSP Steel and Power Limited strives to safeguard its assets, uphold stakeholder interests, and ensure sustainable growth. Additional details on the Companys risk management process are provided in the Management Discussion & Analysis Report, which forms part of the Annual Report.

20. 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 robust vigil mechanism which includes Whistle Blower Policy approved and adopted by Board of Directors of the Company to report safe and supportive workplace for all employees and associates and to avoid violation of the Companys 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

Your company provides a safe and supportive workplace for all employees and associates. The Company strictly enforces a zero-tolerance policy towardssexualharassment.TheCompanyisdedicated to promote equal employment opportunities and fostering a healthy environment free from prejudice, gender bias, and harassment at the Workplace. We uphold the principles of dignity and respect for all employees in every aspect of our operations.

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 ("POSH Act"), the Company has formulated a comprehensive Policy on Prevention of Sexual Harassment at Workplace across locations to redress complaints received regarding sexual harassment.

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

Number of sexual harassment complaints received: NIL

Disposed off during the year: NIL

The number of cases pending for a period exceeding ninety days: NIL

22. MATERNITY BENEFIT COMPLIANCE

The Company is in compliance with the provisions of the 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 noncompliances were observed during the review period.

23. PARTICULARS OF CONTRACTS AND ARRANGEMENT WITH RELATED PARTY TRANSACTIONS & POLICY

The Company would like to confirm that all related party transactions were reviewed and approved by the Audit Committee in accordance with the Companys Policy on Dealing with Materiality of Related Party Transactions, as well as the related party framework that the Company has formulated and adopted. The policy is available on the Companys website at Corporate Policies

All related party transactions which were in the ordinary course of business and on arms length basis, of repetitive nature entered during the financial year were approved by the Audit Committee Hence, requirement of form AOC-2 pursuant to sec 134(8) (A) of The Companys 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 2024-2025. Additionally, disclosures of related party transactions on a consolidated basis, in the format specified by the relevant accounting standards, have been submitted to the stock exchanges. These disclosures can be accessed on the Companys website at https://www.mspsteel.com/investors/ s t o c k - e x c h a n g e - c o m p l i a n c e s / r e l a t e d -party-transaction

24. DIRECTORS RESPONSIBILITY STATEMENT

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

1. Financial Statements: In the preparation of the annual accounts for the financial year ended 31^st March 2025, 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. Internal Controls: 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 Institute of Company Secretaries of India.

26. LISTING ON STOCK EXCHANGES

The Companys 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 subsection (3)(m) of Section 134 the Act read with Companies (Accounts) Rules, 2014 are given in Annexure-4 to the Boards Report.

28. AUDITORS & AUDITORS REPORT

Statutory Auditors

M/s. Singhi & Co., Chartered Accountants, Kolkata, (Firm Registration No. 302049E), Chartered Accountants, were appointed as Auditors of the Company, for a term of 5 (Five) consecutive years, at the 55^th Annual General Meeting 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 and that they are not disqualified for appointment. Accordingly, the proposal was placed in the 55^th AGM held on 17^th September, 2024 for their appointment as the Statutory Auditors of the Company.

The provisions regarding rotation of auditors outlined in Section 139 and are further detailed in the Companies (Audit and Auditors) Rules, 2014, are applicable to the Company financial year.

The Statutory Auditors Report forms part of the Annual Report as an integral part, it 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 Act and Rules framed thereunder.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Company had appointed M/s. Bajaj Todi & Associates, Practising Company Secretaries, (Membership Number ACS: 13216 COP: 3502) to undertake the Secretarial Audit of the Company for the FY 2024-25, based on consent received from M/s. Bajaj Todi & Associates.

The Secretarial Audit Report (MR-3) for the FY 2024-25 under the Act read with 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 FY 2024-25.

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 FY 2024-25 which has been approved in the 55^th AGM.

29. REPORTING OF FRAUD

The Auditors of the company have not reported any fraud as specified under Section 143(12) of the Act. 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 our 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 or courts or tribunals impacting the going-concern status of the companys operation in future.

32. INVESTOR SERVICES

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

33. LISTING FEES

The listing fees payable for the FY 2024-2025 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. Green Pro Awards

2. QuPID Award 2024

3. Recognized with 4.25 Star rating CII Eastern region ENCON Award 2024

4. 03 Safety Circle Teams Bag Awards at CCQC Bhilai chapter.

5. Society of engineers and Managers Award.

6. Jombay WOW Workplace Award.

7. Recognised as ‘Most Trusted Brands of India 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 FY 2024-25 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 Company has not issued equity shares with differential rights as to dividend, voting or otherwise. iv) The Company has not issued any sweat equity shares to its directors or employees. v) There was no revision of financial statements and the Boards Report of the Company during the year under review. vi) 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. vii) 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. viii) The disclosure pertaining to explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue, etc. is not applicable to the Company. ix) The Companys 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 for the F.Y. 2024-25
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

Certain statements in the Directors Report and the Management Discussion & Analysis (MD&A) section may constitute "forward-looking statements" within the meaning of applicable securities laws and regulations. These statements, which include projections, expectations, and forecasts regarding the Companys objectives, future performance, and strategies, are based on current beliefs and assumptions.

Actual results may differ materially from those expressed or implied due to various factors, including but not limited to:

Global and domestic demand and supply conditions

Selling prices of finished goods

Availability and prices of inputs

Changes in government regulations and tax laws

Economic developments within the country and globally

The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Investors are cautioned not to place undue reliance on these statements.

38. ACKNOWLEDGEMENTS

Your directors extends its heartfelt appreciation to all employees for their unwavering dedication, hard work, and commitment throughout the year. The Board recognizes and values the passion, innovation, and resilience demonstrated by each member of the team. Your directors would also like to express their appreciation for the co-operation and assistance received from various authorities such as Government, banks and other financial institutions, our vendors, suppliers, customers and all other stakeholders during the year under review

	For and behalf of the Board
	MSP STEEL & POWER LIMITED
	Suresh Kumar Agrawal	Saket Agrawal
Date: 25th August 2025	DIN: 00587623	DIN: 00129209
Place: Kolkata	Chairman	Managing Director