NMDC Steel Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 11th Annual Report on the performance of your Company, together with the Auditors Report and Financial Statements for the year ended 31.03.2026 and the Report thereon by the Comptroller and Auditor General of India.

1.0 BACKGROUND

Ministry of Corporate Affairs vide order dated 06.10.2022 had accorded approval of Scheme of Arrangement between NMDC Limited (Demerged Company) and NMDC Steel Limited (Resulting Company) and their respective shareholders and creditors involving demerger of 3 MTPA capacity green-field Integrated Steel Plant in Nagarnar, located 16 km from Jagdalpur, Chhattisgarh. It is strategically located near NMDCs Bailadila mines consisting of high-grade iron ores. It is connected to Visakhapatnam seaport via rail & road and is around 300 km away from the capital of Chhattisgarh State, Raipur. Special care and focus have been maintained for making sure that every possible unit of energy could be saved by utilizing energy-efficient technologies such as Pulverized Coal Injection,

Coke Dry Quenching and Top Recovery Turbine, waste heat recovery options and efficient alternate fuel resources.

1.1 State of Companys Affairs & Performance Highlights

The financial performance of the Company for the financial year 2025-26 vis-a-vis the previous financial year 2024-25 was as under:-

Particulars	Amount (Rs in crore)
	2025-26	2024-25
A. Income
1 Sale of HR Coils	11,608.58	6,528.30
2 Other Sales	2,033.23	1,974.75
3 Revenue from Operations	13,641.81	8,503.05
4 Other Income	86.00	71.51
5 Total Income	13,727.81	8,574.56
B. Expenditure
1 Cost of materials consumed	8,594.27	7,256.45
2 Employee benefit expense	136.58	94.88
3 Finance cost	486.64	651.94
4 Depreciation and amortization expense	1,041.78	953.04
5 Other expenses	3,094.57	2,659.34
6 Total	13,353.84	11,615.65
7. Changes in inventories of finished goods and work-in progress	298.19	280.63
8. Total Expenditure	13,652.03	11,896.28
C. Profit / Loss Before Tax (PBT)	75.78	(3,321.72)
D. Taxes	17.06	(947.94)
E. Profit/Loss after Tax	58.72	(2,373.78)

1.2 Other Financial Parameters

Particulars	Amount (Rs in crore)
	As on 31.03.2026	As on 31.03.2025
1 Total Borrowings	4,601.94	5,897.64
2 Short Term Borrowings	1,760.38	2,608.33
3 Long Term Borrowings	2,841.56	3,289.31
4 Total Equity / Net worth	13,173.20	13,114.48
5 Current Assets	6,459.00	5,850.87
6 Current Liabilities	12,195.26	9,900.65
7 Working Capital	(5,736.26)	(4,049.79)
8 Total Liabilities	15,064.08	15,352.59
9 Total Assets	28,237.28	28,467.07
10 EBITDA	1,604.44	(1,716.89)
11 Finance Cost - P & L	486.64	651.94

2.0 PHYSICAL PERFORMANCE

2.1 Production

The details of the actual production for the financial year 2025-26 vis-a-vis the previous financial year was as under:

Items	2025-26	2024-25
Hot Rolled Coils	23,24,902	14,38,646
Liquid Steel	24,24,846	15,07,543
Hot Metal	30,71,480	20,00,077
Pig Iron	5,12,755	4,11,690

2.2. Product-wise Sales

Items	2025-26	2024-25
	Quantity (MT)	Amount ( Rs. in crore)	Quantity (MT)	Amount ( Rs. in crore)
1. Hot Rolled Coils	24,54,682	11,608.58	14,14,190.63	6528.30
2. Pig Iron	5,09,485	1,627.20	4,33,875.95	1466.71
3. Pit Iron	1,523	4.23	15,706.34	51.47
4. Coke Products	48,515.30	67.32	1,08,306.80	163.75
5. Coal Tar	63,344	231.52	55,290.95	201.63
6. Others	9,58,418.35	102.96	7,02,596.25	91.19

There has been no change in the nature of business for the year under review.

3.0 TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve during the financial year 2025-26.

3.1 Dividend Distribution Policy

The Board of Directors of the Company in its meeting held on 25.01.2023 had approved the Dividend Distribution Policy of the Company and the same is available at the link: https://www.nsltd.in/en/ investors/policies-and-documents . Further, the Board has not recommended / declared any dividend for the financial year 2025-26.

3.2 Share Capital

The details of the Share Capital are as follows:

a) Authorized Share Capital

As on 31.03.2026, the Authorized share capital of the Company was Rs.3,000 crores divided into 300,00,00,000 equity shares of Rs.10/- each.

b) Paid-up Share Capital

As on 31.03.2026, the Paid-up Share Capital of the Company was Rs.2,930.61 crores divided into 293,06,05,850 equity shares of Rs.10/- each.

3.3 Material Changes and Commitments affecting the financial position of the Company which have occurred between the end of financial year of the Company to which the financial statements relate and the date of the report: Nil

3.4 Deposits

During the financial year 2025-26, the Company has not accepted any deposits falling within the purview of Section 73 of the Companies Act, 2013 and Rules made thereunder.

3.5 Non-Convertible Debentures (NCDs)

Pursuant to the Ministry of Corporate Affairs

Order dated 06.10.2022 approving the Scheme of Arrangement for the demerger of the Iron & Steel Plant from NMDC Limited (Demerged Company) to NMDC Steel Limited (Resulting Company), Non-Convertible Debentures (NCDs) amounting to Rs.523.80 crore were transferred to NMDC Steel Limited. The Company redeemed the NCDs on the due date i.e. 28.08.2025 along with accrued interest of Rs.42.98 crore. Consequently, there are no outstanding NCDs or related interest liabilities in the books of the Company as on 31.03.2026.

During the year under review, the Company did not issue any further NCDs.

4.0 INTERNAL CONTROL SYSTEMS W.R.T FINANCIAL STATEMENTS

Necessary disclosure in respect of Internal Control Systems and their adequacy has been made in Annexure-A to the Independent Auditors

Report dated 29.05.2026 which forms part of the Annual Report.

5.0 STATUS OF SUBSIDARY, JOINT VENTURE AND ASSOCIATE COMPANY

The Company does not have any subsidiary, joint venture or associate Company.

6.0 (a) PARTICULARS OF LOANS, GUARANTEES

AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013.

Necessary details in this regard have been disclosed in the financial statements.

(b) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES DISCLOSURES

Disclosure on related party transactions forms part of the Notes to the Financial Statements. Further, the details of prescribed related party transactions are also annexed in Form AoC-2 as annexed to this Report.

(c) MAINTENANCE OF COST RECORDS

Section 148(1) of the Companies Act, 2013 specifies the provisions of maintenance of Cost Records of the Company. The Company is maintaining such records as per Rule 4(2) of the Companies (Cost Records and Audit) Rules 2014 under both regulatory and nonregulatory services.

7.0 ENVIRONMENT MANAGEMENT

7.1 Environmental clearances

Your Company has obtained the following Environmental Clearances from the Ministry of Environment, Forest and Climate Change, New Delhi.

a) Environment Clearance (EC) for 03 MTPA NSL, Nagarnar granted by MoEFCC, Delhi on

25.09.2009 and same is amended vide dated 05.12.2014 and on 14.08.2018.

b) Environment Clearance for NSL Residential Complex by SEIAA, Chhattisgarh on 03.12.2018.

7.2 Consent to Establish, Consent to Operate

& Authorization under Hazardous Waste Management and Biomedical Waste

Management

I. 3 MTPA NSL Plant at Village Nagarnar:-

(a) Consent to Establish (CTE) for 03 MTPA NSL, Nagarnar granted by CECB, Raipur on

28.08.2010 and same is amended vide letter No. 5274/TS/CECB/2018 dated 26.09.2018.

(b) Consent to Operate (CTO) for 03 MTPA NSL, Nagarnar granted by CECB, Raipur on 13.09.2019 and being renewed further. The existing CTO is granted and issued by CECB to NSL on 20.08.2025 vide letter no. No. 5692 /TS/ CECB/2025 and is valid till 31.08.2028.

(c) Authorization under the Hazardous and Other Wastes (Management & Transboundary Movement) Rules, 2016 is granted and issued by CECB on 04.06.2024 vide letter No. 1818/HSMD/ HO/CECB/2024 and is valid till 02.06.2029.

(d) Authorization under Biomedical Waste Management Rules 2016 is granted and issued by CECB on 06.06.2024 vide letter No. 1890/ BMW /HO /CECB /2024 and is valid till 16.03.2027.

II. NSL Residential Complex at Village: Chokawada and Dhanpunji

(a) Consent to Establish (CTE) for NSL Residential Complex granted by CECB, Raipur on 12.04.2023 and same is vide letter No. 160/TS/CECB/2023.

(b) Consent to Operate (CTO) for NSL Residential Complex granted by CECB, Raipur on 02.01.2025 vide letter No. 8864/TS/CECB/2025 and is valid till 08.10.2029.

(c) Authorization under Biomedical Waste Management Rules 2016 is granted and issued by CECB to Primary Health Centre, NSL Residential Complex on 13.09.2024 vide letter No. 1216/HO/BMW/CECB/2024 and is valid till 10.05.2027.

(d) Consent of the Board under Section 25/26 of the Water (Prevention and Control of Pollution) Act, 1974 and under Section 21 of the Air (Prevention and Control of Pollution) Act, 1981 is granted and issued to NSL Primary Health Centre on 29.08.2024 vide letter No. 672/RO/ TS/CECB/2024 and is valid till 07.05.2029.

7.3 Forest clearances

Your Company has obtained the following Forest

Clearances from the Ministry of Environment, Forest and Climate Change, New Delhi.

(a) Forest clearance for construction of integrated Steel plant (3 MTPA) at Nagarnar, Tahsil - Jagdalpur, Distt.-Bastar (CG), Forest land-25.72 Ha on 06.05.2011.

(b) Forest clearance for construction of Railway Lining for integrated Steel plant (3 MTPA) at Nagarnar, Tahsil-Jagdalpur, Distt. Bastar (CG), Forest land-10.763 Ha on 17.05.2010.

(c) Forest clearance for laying of U/g water pipeline from Kolab (Sabri) river near Tiriya to Nagarnar for integrated Steel plant (3 MTPA) at Nagarnar, Tahsil-Jagdalpur, District Bastar (CG), Forest land - 26.136 Ha.

(d) Forest clearance (Stage-1) for diversion of 9.8 Ha forest land for construction of ITI, Polytechnic and Other associated infrastructure granted by MoEFCC, New Delhi on 31.03.2025 vide letter no. FC II/IROCH/22/2023/14137.

7.4 Certified Compliance Report (CCR)

NA

7.5 Environmental Initiatives.

• Coke Dry Quenching - Waste Heat Recovery Boiler

• High Pressure Liquor Ammonia Aspiration (HPLA) System

• Hydro Jet Door Cleaners

• Land Based Pushing Emission Control (PEC)

• H2S recovery

• MBR based Coke Oven ETP

• Top Pressure Recovery Turbine (TRT) in Blast Furnace

• Coal Dust Injection (CDI) in Blast Furnace

• Cast House & Stock House Dedusting Systems

• Sinter Plant and Blast Furnace Waste Energy Recovery

• Dog House for BOF Converters

• Use of Continuous Casting Technology

• Thin Slab continuously casting and Rolling

• Zero Liquid Discharge

• Oxygen injection in iron making process along with coal for productivity improvement and GHG reduction.

• Mix-gas from process units having higher hydrogen content is used in different plant combustion process and power generation to reduce green-house gas emission.

• Installation of recovery-based Coke Oven Plant having By-product plant facility for recovery of various by-products, which is equipped with sulphur recovery units for minimizing SO2 emission.

• In SMS Plan, Basic Oxygen Furnace for waste gas recovery for use in plant as fuel.

• In the Plant units for emission control purposes, Multiple Electro-Static Precipitators, Bag Filters, Dry Fog Dust Suppression Systems, Scrubbers, cyclone separators along with various allied machineries are installed.

• Establishment of Effluent Treatment Plant at all the major plant units having Primary and Secondary followed by Final UF-RO Treatment process for recycling of treated water in respective process units. In addition, Centralized Zero Liquid Discharge Plant is installed for treatment of RO reject water centrally and recycling of the same in plant process, dust suppression and in plantation. Cascading use of water is also ensured through primary to secondary usage for water conservation purposes.

• Development of green cover in and around NSL, Nagarnar. Presently, around 139 Ha area of green belt has already been developed and it is being carried out to achieve the target of more than 33% green belt area (~240 ha) as per MoEFCC guidelines. Additionally, plantation and distribution activities are being carried out in the 13 surrounding villages of NSL, Nagarnar.

• 02 nos. of MOUs are signed with DFO, Bastar Forest Division, Jagdalpur and DFO, Research & Extension, Social Forestry Division, Jagdalpur for distribution of 10 lakh plant saplings among the local villagers near the project area.

• Recycling of various hazardous wastes generated at NSL such as decanter tar sludge, BOD plant sludge in coal carbonization process.

• For effective implementation and monitoring of Environment Quality Parameters,

Integrated Management system has been implemented in NSL plant for ISO 14001

(Environmental Management System) along with other standards such as ISO 9001 (Quality Management System), ISO 45001 (Occupation Health and Safety Management System) and ISO 50001 (Energy Management System).

• Continuous Emission Monitoring System is installed at all process stacks and data connectivity to the central server of CPCB/ CECB for real time data monitoring.

• Various Environmental Awareness Programmes are organized in nearby schools at village Nagarnar and Dhanpunji for creating Environmental Awareness.

8.0 IMPLEMENTATION OF INTEGRITY PACT

The Integrity Pact has been adopted in the Company. Threshold value for cases to be covered under IP is Rs.1.00 Crore and above for both materials and contracts. Hence, all the tenders having estimated cost Rs.1.00 crore and above are issued with Integrity Pact.

9.0 IMPLEMENTATION OF OFFICIAL LANGUAGE POLICY

During the year 2025-26, sustained efforts were undertaken to further strengthen the implementation of the Official Language Policy and to promote the wider use of Hindi in the Companys administrative and functional activities.

To encourage the progressive use of Hindi in official work, Official Language Fortnight was observed from 14th to 28th September, 2025. On this occasion, a variety of competitions, awareness programmes and employee engagement activities were organized for officers and employees. Participants demonstrating excellence were honoured with prizes and certificates.

The Official Language Implementation Committee convened its meetings regularly in all four quarters of the year to review progress and provide policy guidance. The Committee emphasized several important measures, including:

- Issuance of official communications in bilingual format.

- Enhanced use of Hindi in day-to-day correspondence.

- Ensuring responses to letters received in Hindi are furnished in Hindi.

- Greater use of Hindi in file noting, drafting and internal documentation.

- Promotion of Hindi typing, translation and language facilitation across departments.

- Encouraging employees to increasingly adopt Hindi in routine official work.

The Monthly Hindi Incentive Scheme remained in operation throughout the year. Under this initiative, officers and employees making noteworthy contributions towards the use of Hindi in official work were recognized through incentive awards.

Creative and literary expression in Hindi continued to receive encouragement. Selected articles and writeups contributed by employees and officers were published in the magazine "Khanij Bharti," reflecting active employee participation in the promotion of the language.

To support ease of working in Hindi, Hindi fonts, Unicode-enabled tools and typing facilities continued to be provided on office computer systems, enabling smooth and efficient usage of Hindi in digital platforms.

The Human Resources Department continued to orient newly inducted employees on the importance of using Hindi in official communication and encouraged them to actively adopt bilingual work practices from the outset.

The Company also participated actively in the half-yearly meetings of the City Official Language Implementation Committee, Jagdalpur, where constructive exchange of ideas and best practices took place. In recognition of the commendable efforts made by NMDC Steel Limited towards promotion of Hindi, the Committee conferred a Special Appreciation Certificate during the year.

Through continuous awareness drives, workshops and motivational initiatives, the Company reaffirmed its commitment to strengthening the effective use of Hindi and advancing the objectives of the Official Language Policy across the organization.

10.0 DETAILS REQUIRED TO BE FURNISHED IN TERMS OF MICRO, SMALL & MEDIUM ENTERPRISES DEVELOPMENT ACT, 2006.

The Company has taken following steps to procure Goods and Services from MSE firms, MSE SC/ ST & Women Entrepreneurs.

NMDC Steel Limited (NSL) has organized a 02-day Joint Vendor Development Program cum Product

Exhibition for MSE SC/ ST Vendor & MSE Woman entrepreneur meet at Raipur in Collaboration with MSE DFO Raipur in Feb 2025. During the event the vendors were informed & explained in detail about the requirements of NSL and tendering process being followed at NSL to encourage their participation.

NSL has also participated in various Vendor meets organized by Ministry of Micro, Small and Medium Enterprises in association with DICCI.

Besides this, delegates from some of the MSME Vendor Associations from Chhattisgarh are visiting and interacting with NSL officials at regular intervals to understand the detailed requirements of NSL.

For encouraging MSE firms, procurements are done through GeM Portal and price preference to MSE firm

as per GeM Guidelines are being followed. During the year 2025-26, NSL has achieved the overall targets of MSE as per Public Procurement Policy. Details are as follows:

Description	As per GOI targets	Actual Achieved
Procurement from MSE firms	25%	5.51%
Procurement from SC/ ST owned MSE firms	4%	0.46%
Women Owned MSE firms	3%	2.97%

11.0 MANPOWER

The manpower strength of the Company as on 31.03.2026 was 2,780.

Particulars	Male	Female	Total
(1) (2)	(3)	(4)	(5)
1 On roll Executives	216	15	231
2 On roll Non-Executives	650	164	814
3 Contractual Executives engaged on Consolidated Pay	130	03	133
4 Contractual Non-Executives engaged on Consolidated pay	349	03	352
5 MECON migrated WMC/O&M Executives on contractual rolls of NSL	826	07	833
6 Contractual Basis for NSL (CE-02 to CE-10)	408	09	417
Total	2,579	201	2,780

 

Description	SC	ST	OBC	UR	Minority	PwD
(1) (2)	(3)	(4)	(5)	(6)	(7)	(8)
1 On roll Executives	27	14	54	136	14	03
2 On roll Non-Executives	12	431	173	198	113	07
3 Contractual Executives engaged on Consolidated Pay	10	06	31	86	10	--
4 Contractual Non-Executives engaged on Consolidated pay	25	02	106	219	12	--
5 MECON migrated WMC/O&M Executives on contractual rolls of NSL	46	18	189	580	49	01
6 Contractual Basis for NSL (CE-02 to CE-10)	67	29	136	185	27	--
Total	187	500	689	1,404	225	11

Note 1: - Apart from the above manpower, NSL has awarded various Operation & Maintenance Contracts for different plant units.

Note 2: - The above manpower includes 225 nos. from Minorities and 11 nos. from Persons with Disabilities

11.1 Particulars of employees drawing remuneration of Rs.8.5 lakhs per month or Rs.1.02 crores per annum under Section 197 of the Companies Act, 2013 read with Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 as amended.

Nil

11.2 Statement on Prevention of Sexual Harassment of Women at Workplace

NMDC Steel Limited (NSL) is committed to providing a safe, secure, and inclusive work environment where all employees are treated with dignity and respect. The Company maintains a zero-tolerance approach towards any form of sexual harassment and ensures full compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act").

A comprehensive Policy on Prevention of Sexual Harassment is in place and an Internal Complaints Committee (ICC) has been constituted in accordance with statutory requirements. The ICC is responsible for receiving, investigating and resolving complaints in a fair, impartial, and time-bound manner, while ensuring strict confidentiality.

During the year under review, the Company continued its efforts to promote awareness and sensitization among employees through training programmes, workshops, and communication initiatives. These efforts are aimed at reinforcing appropriate workplace behaviour, enhancing awareness of employee rights and responsibilities, and ensuring accessibility of grievance redressal mechanisms.

Disclosure of cases under the POSH Act for the financial year 2025-26:

Particulars	Number
Complaints received during the year	--
Complaints disposed off during the year	--
Complaints pending as on 31.03.2026	Nil
Cases pending for more than 90 days	Nil

The Company remains committed to fostering a workplace culture that is free from harassment, promotes gender equality, and upholds the highest standards of ethics, integrity, and mutual respect.

11.3 Statement on compliance with the Maternity Benefit Act, 1961

NMDC Steel Limited is dedicated to safeguarding the rights and welfare of women employees in accordance with the provisions of the Maternity Benefit Act, 1961 and its subsequent amendments. During the financial year 2025-26, NSL has maintained full compliance with all statutory provisions of the Maternity Benefit Act. Awareness sessions and internal communications were also conducted to inform employees of their entitlements under the Act.

The Company ensures that all eligible women employees are provided with statutory maternity benefits, including paid maternity leave, nursing breaks, and protection against dismissal during maternity leave, as mandated under the Act.

Furthermore, the Company has provided suitable facilities and created a supportive and inclusive work environment to ensure the health, dignity, and well-being of women employees during and after maternity. NMDC Steel Limited reaffirms its commitment to promoting gender equity, supporting work-life balance, and maintaining a family-friendly workplace for all employees.

12.0 HUMAN RESOURCES DEVELOPMENT

At NMDC Steel Limited, we believe that considering a value-driven approach when developing business strategies can be vital to long-term success. We continuously adapt, innovate, and stay ahead of the competitor from new digital technologies to innovations in the market. We believe to foster a culture of continuous learning and knowledge creation at all levels. We recognize the importance of adapting to change, acquiring new knowledge, and leveraging insights to improve performance and achieve strategic objective. Towards 202526 learning and development initiatives are aligned with our business goals and NMDC Steel Limited has commissioned its Plants and commenced steel manufacturing. In the midst of the busy schedule, NSL took initiative to strengthen its employees knowledge and skill by imparting suitable technical training along with necessary Safety awareness programmes to all the Employees and contractually engaged persons.

Training Programmes (In House/External)

NSL HRD has organized In-House training Programmes in Technical areas:

1. ABB Training

2. Servo High Performance

3. Hydraulic Training

4. Conducting CTE type Incentive Examination

5. SKF Lubrication Life Time Solutions For a life with less Function

6. Repairing, Wall proofing & flooring

7. Training on SCADA at the OEM, M/s Hitachi

8. Relay & Protection at GE factory, Chennai BHEL

9. Training on Transformers at BHEL Jhansi, Uttar Pradesh

Safety Awareness Programme such as:

1. Safety Refresher Training on regular weekly basis

2. General safety, Loco safety and Electrical Safety

3. Gas Safety Awareness by Department Safety Officer

Integrated Management Systems Trainings programmes as:

1. Two Session of Internal Auditor Guidance Meeting

2. Workshop on Quality Circle, Energy and Safety Circle

3. Presentation for Chapter Convention on Quality Circle by QCFI, Bhilai

General Awareness Training:

1. Training on Provident fund and pension related training "Nidhi Aapke Nikat" by Regional PF Commissioners Office Raipur

2. Cyber Security Awareness Program Workshop

3. Workshop on Contractor labour payment/labour laws

4. Framing of Charge Sheet

5. Emergency Programme at NSL

6. Implementation of labour code

7. Preventive Forensics

8. Indirect Tax (Custom, GST)- Assessment & Appeals - Recent changes under GST for PSU and Private Undertaking - better compliance, Improve profitability

NSL has taken initiatives to impart training programme and workshops on culture building and happiness to the Executives and their family members.

Flexi ITI

For the establishment of the Steel Plant, land was acquired from local landowners. In accordance with the provisions of Land Acquisition, Rehabilitation and Resettlement Act, 2013, employment opportunities have been provided to eligible land- displaced persons.

To equip these land-displaced persons with the skills required for efficient operation and maintenance of the Steel Plant, the Company has entered into a Memorandum of Understanding (MoU) with the Directorate General of Training (DGT) for imparting Industrial Training Institute (ITI)-equivalent training under the Flexi MoU Scheme. The objective of the programme is to develop the technical skills, talent and potential of local displaced persons who have been employed at the Steel Plant and to enhance their employability in various operational and maintenance functions.

Under the Flexi MoU Scheme, training is being imparted in six identified trades viz. :

• Fitter;

• Electrician;

• Welder;

• Crane Operator;

• Computer Operator and Programming Assistant (COPA); and

• Heavy Earth Moving Machinery (HEMM) Operator.

Employees have successfully completed theory classes, practical training and on-the-job training in accordance with the curriculum prescribed and approved by the Directorate General of Training (DGT), Government of India.

Under the Flexi MoU Scheme, the second batch comprising 95 NSL employees underwent ITI training in the Welder and Crane Operator trades. Of these, 52 employees successfully qualified in the DGT- conducted examination held in June 2024. The third batch comprising 67 NSL employees is currently undergoing ITI training in the Fitter and Electrician trades as per the approved training programme.

Pre-Employment Training

To enhance the employability and skills of land- displaced persons, the Company has initiated a Pre-Employment Training Programme. Under this programme, participants undergo six months of structured training, comprising of two months of classroom training at the NSL Training Centre, followed by four months of trade-specific skill development training.

During the classroom training phase, participants are provided with an overview of the steel manufacturing process, operations, process flow, safety practices etc.

In order to provide further skill development training to the land displaced persons, training will be imparted at local Government ITI for the balance 4 months. For this purpose, NSL will enter into MoU with Government ITI, Jagdalpur to impart training in various trades such as Fitter, Electrician, COPA, Welder, Motor Mechanic Vehicle (MMV), Steno and Driver cum Mechanic (DCM).

At present, 22 land-displaced persons are undergoing classroom training at the HRD Centre, Chokawada. Upon successful completion of the classroom training programme, these candidates will be deputed to the ITI for trade-specific vocational training.

Apprenticeship Training Program

The Apprenticeship Program in India under the Apprenticeship Act, 1961 is implemented by the Ministry of Skill Development and Entrepreneurship (MSDE) at the National level.

Any individual who has attained the age of 14 years (or 18 years in the case of hazardous industries as defined under the Apprenticeship Rules), being atleast 5th class pass (for Optional Trade), meeting the standard of physical fitness for the course and having minimum educational qualification prescribed for a trade can undergo apprenticeship training.

In financial year 2025-26, 79 apprentices completed apprenticeship training under National Apprenticeship Scheme (Non-NAPS) at NSL.

Internship Training

An internship programme is a structured, short-term training initiative designed to provide students or fresh graduates with practical work experience in a professional environment. It bridges the gap between academic learning and real-world application.

An internship programme allows participants (interns) to gain hands-on experience in a specific field, develop industry-relevant skills, and understand workplace culture. It typically includes orientation, assigned projects or tasks, mentoring by experienced professionals, and periodic evaluation.

During financial year 2025-26, 18 Interns from different states got trained at NSL.

IGoT Karmyogi

The Indian Steel Sector is undergoing a massive digital transformation and the IGoT Karmayogi platform is the central pillar for human capital development in this shift. This initiative aligns directly with the National Steel Policy, 2017 and the Karmayogi Bharat mission to create a future-ready workforce. It moves beyond traditional training to a competency-based ecosystem for 1.2 million government employees, including those in Steel plants like NSL.

At NSL, 100% of the regular employees are enrolled on the IGoT platform. Further, these employees completed more than 10,958 training programmes till 31.03.2026, focusing on trainings related to Steel industry and Steel manufacturing.

13.0 VIGILANCE

The Vigilance Department at NSL plays a significant role in strengthening enhancing transparency, accountability and efficiency. The outcomes were achieved through pro-active vigilance measures, system reviews and by suggesting compliances/system improvements. Key activities undertaken during the financial year 2025-26 are summarized below:

a) Preventive Checks:

A total of 68 Preventive checks comprising of file studies, surprise inspections, Regular inspections, Audit Paras inspection & CTE were conducted during the financial year 2025-26.

b) Complaint Handling: -

The organization received 56 complaints during the financial year 2025-26. All complaints were examined and disposed off, in accordance with the guidelines of the Central Vigilance Commission, ensuring procedural compliance.

c) Training Programmes:

As part of preventive vigilance initiatives, training programs were conducted focussing on key areas such as charge-sheet preparation and CTE-type intensive examinations, along with gender sensitization sessions to foster an inclusive work environment. These training programmes play a key role in strengthening ethical practices, improving procedures and encouraging a culture of transparency and accountability.

Further, during the Vigilance Awareness Campaign, employees were promoted to complete online available courses at IGoT platform on 23 different courses related to themes such as ethics, conduct rules, integrity, attitudinal changes, cyber hygiene and public procurement. 136 NSL employees completed the said courses on iGOT portal.

d) System Improvements:

During the financial year 2025-26, Vigilance Department carried out an intensive study of the processes and suggested 18 systemic improvements, of which 9 have been complied.

e) Integrity Pact Implementation:

Adherence to the Integrity Pact was ensured for all procurements of goods, services and works valued at Rs.1 crore and above, reinforcing transparency and fairness in procurement processes.

f) Review Meetings:

The Quarterly Review-cum-Coordination meetings of the Vigilance department with CVO for the financial year 2025-26 were conducted in May 2025, September 2025, December 2025 & April 2026 in virtual and physical mode to monitor the progress of vigilance activities, address pending issues and strategize future actions. These meetings also enabled knowledge-sharing among vigilance officers.

g) E-Platform Initiatives:

Vigilance Department promoted the adoption of e-procurement platforms for tendering and encouraged the increased adoption and utilization of the Government e-Marketplace (GeM) to enhance transparency, efficiency, and ease of doing business.

h) Vigilance Awareness Week:

A comprehensive vigilance campaign was conducted from 18.08.2025 to 17.11.2025, culminating in Vigilance Awareness Week observed from 27.10.2025 to 02.11.2025 to reinforce and invoke the theme of the Vigilance Awareness Week-2025 ^d^dl: W

- Vigilance: Our Shared Responsibility within the NMDC Steel Limited Nagarnar including its stakeholders. During the Vigilance awareness campaign period, the efforts focused on conducting of Capacity building programmes and inspection of assets to enhance productivity and improve transparency in the organization.

Vigilance Awareness Week was observed with active participation and enthusiasm, involving employees with range of activities, which included administration of Integrity pledges on 27.10.2025, organizing multiple awareness competitions such as essay writing, slogan writing, quiz competition with thrust on integrity & ethical practices. The attraction of the Vigilance Awareness Week celebration was the participation of more than 450 students from schools and colleges in various activities. A walkathon was organised during the week with participation of general public.

On 01.11.2025, the concluding ceremony of Vigilance Awareness Week, 2025 was celebrated where individuals who have excelled in various events organized to inculcate culture of integrity were recognized during the concluding event.

14.0 DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii) 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 the end of the financial year and of the profit of the Company for that period;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management, the Board is of the opinion that the Companys internal financial controls were adequate and effective during financial year 2025-26.

150 DECLARATION ON MEETING THE

CRITERIA OF INDEPENDENCE AS PER THE COMPANIES ACT, 2013 AND SEBI (LODR) REGULATIONS, 2015 AND SEPARATE MEETING OF INDEPENDENT DIRECTORS.

There were no Independent Directors on the Board of the Company during the financial year ended 31.03.2026. Being a Government Company, the power of appointment of Directors on the Board vests with the Controlling Ministry i.e. Ministry of Steel, Govt. of India. Accordingly, no such declaration was required to be obtained. Separate meeting of Independent Directors also could not be convened.

160 CHANGES IN THE BOARD OF DIRECTORS AND KMPs.

The following changes occurred in the Board of Directors and KMPs during the financial year 2025-26:-

• Whole-time / Functional Directors

Name & Designation	Remarks
Shri Amitava Mukherjee	Held additional
Chairman and Managing Director	charge of Director (Finance) from 06.12.2025 to 05.03.2026.
Shri Vishwanath Suresh Director (Commercial)	Ceased to be Director on the Board w.e.f. 07.01.2026.
Shri Vinay Kumar Director (Technical)	Holding additonal charge of Director (Commercial) w.e.f. 09.01.2026 to 14.07.2026.
Shri Joydeep Dasgupta Director (Production)	Held additional charge of Director (Personnel) from 01.02.2026 to 18.03.2026.
Smt Priyadarshini Gaddam Director (Personnel)	Held additional charge of Director (Finance) up to 05.12.2025. Ceased to be Director on the Board on account of superannuation on 31.01.2026.
Shri Krishna Kumar Thakur Director (Personnel)	Appointed as Director on the Board w.e.f. 19.03.2026.

 

Shri Anurag Kapil Director (Finance)

Appointed as Director on the Board w.e.f. 31.03.2026.

• Government Nominee Director(s)

Name & Designation	Tenure / Remarks
Shri Ashish Chatterjee Additional Secretary & Financial Advisor, Ministry of Steel	Appointed as Government Nominee Director on the Board w.e.f. 11.06.2025

• Key Managerial Personnel (KMP)

Name & Designation	Tenure / Remarks
Shri Anurag Kapil Director (Finance)	Appointed as Chief Financial Officer w.e.f. 31.03.2026.
Shri K. Raj Shekhar Chief Financial Officer	Appointed as Chief Financial Officer w.e.f. 27.05.2025 and Ceased to be Chief Financial Officer w.e.f. 31.03.2026.

17.0 DIRECTORS & KMPs REMUNERATION:

NMDC Steel Ltd., being a Government Company, the terms and conditions of appointment and remuneration of Functional Directors are determined by the Government through its Administrative Ministry, Ministry of Steel. However, since the Functional Directors of NMDC Ltd. are also acting as Functional Directors of NMDC Steel Ltd. on co-terminus basis in terms of Order received from Ministry of Steel, Government of India; therefore, no Functional Directors draw any remuneration from the Company, either in the capacity of Director or KMP. Further, the Non-executive Part-time Official Directors also do not draw any remuneration.

Further, no remuneration was paid to KMP during the financial year 2025-26.

18.0 NON-CONSTITUTION OF STATUTORY COMMITTEES

In terms of Section 2(45) of the Companies Act,

2013, NMDC Steel Limited is a Government Company and pursuant to the Article 73 and 74 of Articles of Association of the Company, the power of appointment of Directors on the Board of the Company vests with the Honble President of India acting through Administrative Ministry i.e. Ministry of Steel, Government of India. As on 31.03.2026, there were 7 (seven) Directors on the Board of the Company comprising of 5 (five) Whole time / Functional Directors including CMD and 2 (two) Government Nominee Directors. However, there were no Independent Directors on the Board of the Company.

Therefore, the Company is not in a position to constitute the Audit Committee, Nomination & Remuneration Committee, Risk Management Committee and Stakeholders Relationship Committee. Accordingly, no meetings of the Board- level Committees could be held during the period under review. The same were disclosed to the Stock Exchanges while listing the shares of the Company and also while seeking exemption from SEBI under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957.

The Company is in constant communication with the Administrative Ministry i.e. Ministry of Steel, Govt. of India requesting them to appoint requisite number of Independent Directors including Woman Independent Director on the Board of the Company to enable the Company to fulfil the requirements of the SEBI (LODR) Regulations, 2015 and Companies Act, 2013.

19.0 NUMBER OF BOARD MEETINGS HELD

During the year under review, 8 (eight) meetings of the Board were held. For further details, reference may kindly be made to Corporate Governance Section of the Annual Report.

20.0 AUDITORS

a. Statutory Auditors

On the advice of the Comptroller and Auditor General of India, New Delhi, your Company appointed the following firm of Chartered Accountants as Statutory Auditors of the Company for the year 2025-26:

M/s. Sharad & Associates Chartered Accountants

6-3-1099/1/6, 1st Floor, Hotel Katriya Lane, Somajiguda, Hyderabad, Telangana - 500082.

b. Cost Auditors

M/s B Mukhopadhyay & Co.

Cost Accountants

B 20, Amarabati, Sodepur Kolkata - 700 110.

c. Secretarial Auditors

M/s B R Agrawal & Associates Company Secretaries

C/o Goyal Enterprises, Opp. Hotel Simran,

Civil Station Road,

Raipur, Chhattisgarh - 492 009.

21. IMPLEMENTATION OF RIGHT TO INFORMATION ACT, 2005

The number of RTI queries received and disposed during the financial year 2025-26 is as under:

Applications pending as of 31.03.2025	Applications received during financial year 2025-26	Applications disposed off during financial year 2025-26	Applications pending as on 31.03.2026
03	126	127	02

220 DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE

Nil

230VIGIL MECHANISM

The Board of Directors have established Whistle Blower Policy and Code of Conduct for the Directors & employees of the Company as required under the provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (LODR) Regulations, 2015.

The said policy has been properly communicated to all the Directors and employees of the Company through the respective departmental heads and the new employees are being informed about the Whistle Blower Policy at the time of their joining and also placed on the website of the Company.

24.0 DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OTHER THAN WHICH ARE REPORTABLE TO CENTRAL GOVT

Nil

250 FORMAL ANNUAL EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS.

In terms of Order of Ministry of Steel, Govt. of India, the CMD, Functional Directors and Government Nominee Directors of NMDC Ltd. are the CMD, Functional Directors and Government Nominee Directors respectively, of NMDC Steel Ltd., also on co-terminus basis.

Further, in terms of Notification dated 05.06.2015 issued by Ministry of Corporate Affairs, Govt. of India, Government Companies have been exempted from applicability of some of the provisions /sections of the Companies Act, 2013 inter alia Sub-sections (2), (3) & (4) of Section 178 regarding appointment, performance evaluation and remuneration.

260DEVELOPMENT OF INFORMATION TECHNOLOGY

In the process of continuous improvement in the journey of digitization and innovative activities, NMDC Steel Limited has made the following developments:

• Virtual Private Network (VPN) with MultiFactor Authentication (MFA) has been deployed and implemented to provide secure, flexible and cost-effective remote access for the users. The VPN allows employees to securely connect to internal corporate networks, databases, and apps from remote locations, facilitating safe remote work.

• Microsoft Office 365: The MS Office 365 Business Basic has been implemented powered by Exchange Online offering enhanced security features like anti-malware, anti-spam, and anti-phishing protection. It is a modern, cloud- based email solution that eliminates the need for expensive on-premises server maintenance, making it highly cost-effective and scalable.

• Boardroom Infrastructure Setup at NSL Corporate Office: Modern boardroom infrastructure setup—integrating advanced audio-visual (AV), high-speed connectivity, and intelligent automation for High-Impact Presentations, Equal Meeting Experience and faster, data-driven Decisions was completed.

• Township Visitor Management System (TVMS): The Visitor Management System for Township users and residents was developed in house and deployed with the purpose of providing enhanced security and safety for Township residents, increasing Operational

Efficiency and time saving process for providing improved township and visitor experience and accurate data management and compliance.

• Business Excellence (BE/TQM) portal: The BE/

TQM portal was developed and deployed across the plant to facilitate the TQM department to integrate, assess and retrieve all the Integrated Management System related documents in a single place.

• Facial Recognition system: Online Reporting System: The Facial Recognition system online reporting system has been developed and deployed for the contract labours of the package contractors which enables viewing and creating day wise report generation of the attendance of contract labours.

• Safety Portal: The Safety Portal has been developed and implemented as a centralized digital platform to strengthen safety management across the organization. It enables reporting and tracking of safety observations, near-miss incidents, unsafe conditions, and corrective actions in a structured manner. The portal enhances real-time monitoring, improves compliance with safety standards, and promotes a proactive safety culture by encouraging employee participation. It also facilitates data- driven analysis, helping management take timely preventive measures and ensure a safer working environment.

• Internet Portal: The Internet Portal has been designed and deployed as a unified digital interface to provide seamless access to organizational information, services, and resources. It serves as a centralized platform for communication, document sharing, announcements, and employee engagement.

The portal improves accessibility, enhances collaboration, and ensures timely dissemination of information across departments. With a user- friendly interface and secure access, it supports efficient workflows and contributes to increased productivity and organizational transparency.

• CCTV for New Slag Dispatch Yard: CCTV surveillance system for New Slag dispatch yard has been setup and implemented for live monitoring of the slag incoming and outgoing details.

• E- Visitor Pass: E-visitor pass has been implemented in the main gate as a digitization initiative resulting in enhanced security through instant identification and increased efficiency with faster, touchless plant entry.

• Separate internet leased line (other than the existing internet source) has taken and required software facilities were created as a backup eliminating single points of failure, ensuring continuous operations by automatically switching traffic from a failed primary line to a secondary line.

27.0 ERP IMPLEMENTATION, DIGITALIZATION AND IT INFRASTRUCTURE

In the process of digitalization, all modules of SAP, including Production planning (PP), Sales and Distribution (SD), Plant Maintenance (PM), Material Management (MM), Quality Management (QM), Human Capital Management (HCM &ESS), Finance & Costing (FICO), Project System (PS), Supplier Relationship Management (SRM) and File Lifecycle Management (FLM) have successfully implemented.

Subsequently, all Production, Maintenance, Purchase, Dispatch and Accounting activities are conducted in SAP in real time for ensuring proper visibility and accountability. To enhance the efficiency and smooth operation of SAP, the NSL ERP Team is collaborating with various stakeholders to gather additional inputs for custom reports and developments.

The key highlights of the digitalization initiatives undertaken by the Company are as under:

• Implementation of Inbound & outbound Gate entry though ERP, it linked to m-parivahan & sarathi portal for vehicle and driver validation.

• Implementation of File Lifecycle Management (FLM) for streamlined file processing within ERP.

• Implemented new pricing process for freight & discount for Steel business with Variant Configurations and also implemented requirement of Ministry of Steel for end-use.

• VTS (Vehicle Tracking System) is implemented to track the movement of commercial vehicles inside the Steel Plant boundary and the same has been integrated with SAP.

• FRS (facial recognition system) integrated with SAP for attendance capturing for NSL employee.

Furthermore, the NSL ERP team has identified opportunities for integrating Level-II systems, Integration of Coil Yard Management System with ERP and Integration of GeM Portal with SAP, which will facilitate the automation of business processes in real time.

28.0 TRANSFER OF UNPAID & UNCLAIMED DIVIDEND & SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

During the financial year 2025-26, the Company was not required to transfer any unpaid & unclaimed dividend & shares to the Investor Education and Protection Fund.

29.0 ANNUAL RETURN

In accordance with the Companies Act, 2013, Annual return in the prescribed format is available at https:// www.nsltd.in/en/investors/annual-returns.

30.0 OTHER DISCLOSURES

i. The Company has a framework for identification and mitigation of risks arising from the business. The Directors and senior management assess the various risk parameters while evaluating each proposal and take decisions while balancing the risks. The detailed risk and concerns are mentioned in the Management Discussion and Analysis Report forming a part of this report. The Board of Directors of NMDC Steel Limited vide its 56th Meeting held on 27.03.2026 had approved the Enterprise Risk Management Policy of the Company and the same is placed on the website of the Company at the link:-NMDC Steel Enterprise Risk Management Policy.

ii. During the year, no application was made and no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

iii. There was no requirement for getting valuation done and therefore, reporting for the same is not applicable.

31.0 DISCLOSURE ON SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

32.0 ANNUAL EVALUATION OF THE BOARD PERFORMANCE

NMDC Steel Ltd., being a Government Company, the terms and conditions of appointment and remuneration of Functional Directors are determined by the Government of India through its Administrative Ministry, Ministry of Steel.

In terms of notification dated 05.06.2015 and 13.06.2017 issued by Ministry of Corporate Affairs, Govt. of India, Government Companies have been exempted from applicability of some of the provisions / sections of the Companies Act, 2013 inter alia Sub-sections (2),(3) & (4) of Section 178 regarding appointment, performance evaluation and remuneration.

33.0 INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal & financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operations were observed.

34.0 MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a separate Management Discussion and Analysis Report which forms an integral part of this Report is given as Annexure-l.

35.0 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO UNDER COMPANIES (ACCOUNTS) RULES, 2014 - Annexure-II

36.0 CORPORATE GOVERNANCE REPORT

Pursuant to provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a separate section on corporate governance practices followed by the Company is enclosed at Annexure-III.

Certificate of non-disqualification of Directors from Practicing Company Secretary and certificate from CEO under Regulation 17 of SEBI (LODR) Regulations, 2015 are forming an integral part of this Report as Annexure-III (A) and III (B) respectively. Further, the certificate from Practicing Company Secretary confirming compliance of conditions of Corporate Governance is enclosed at Annexure-III (C).

37.0 BUSINESS REPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report (BRSR) of your Company for the financial year 2025-26 forms a part of this Annual Report and is enclosed as Annexure-IV. Your Company strongly believes that sustainable and inclusive growth is possible by using the levers of environmental and social responsibility while setting targets and improving economic performance to ensure business continuity and rapid growth. Further, Independent assurance statement of BRSR has also been carried out by M/s Bureau Veritas and the same is appended to BRSR Report.

38.0 CORPORATE SOCIAL RESPONSIBlLITY (CSR):

The Company was not required to spend any amount on Corporate Social Responsibility (CSR) initiatives in the financial year 2025-26; since, the Company had incurred net loss from its inception till the financial year 2024-25.

39.0(a) STATUTORY AUDITORS REPORT

The Auditors Report for Financial Statements for the financial year 2025-26 is unmodified and does not contain any qualification, reservation or adverse remark.

(b) COMMENTS OF C&AG ON FINANCIAL STATEMENTS

Comptroller & Auditor General of India (C&AG) vide letter dated 03.08.2026 have given comments on the financial statements of the Company for the financial year ended 31.03.2026 under Section 143(6) (b) of the Companies Act, 2013 is enclosed at Annexure - VII and the Managements replies thereon are as under:

A. COMMENTS ON FINANCIAL POSITION	Managements Replies
BALANCE SHEET Current Assets Note-2.8.1-Trade Receivables: Rs 179.05 Crore	The observation of the Audit was reviewed and the ECL impact on the trade receivables as of 31.03.2026 is worked out to be Rs. 2.02 Cr which is not material as per the size of the Balance Sheet is considered.
(i) Paragraphs 5.5.15, 5.5.17 and 5.5.18 of Indian Accounting Standard (Ind AS) 109 Financial Instruments require an entity to recognise a loss allowance equal to lifetime Expected Credit Loss (ECL) for trade receivables. The loss allowance is required to be measured using reasonable, supportable and forward-looking information available at the reporting date and should represent an unbiased, probability-weighted estimate of expected credit losses.
	However, as observed by the Audit, the same was accounted for in Q1 of fY 2026-27.
Audit observed that as on 31.03.2026, the Company had trade receivables amounting to Rs.179.05 crore, including significant balances recoverable from M/s Steel Authority of India Limited (SAIL), M/s Rashtriya Ispat Nigam Limited (RINL) and other customers. Although the Company had carried out an Expected Credit Loss assessment, it did not recognise any impairment allowance on trade receivables in the financial statements for FY 2025-26. Further, the assessment was restricted only to receivables outstanding for more than 12 months and did not cover the entire population of trade receivables as required under Ind AS 109.
Thus, the non-recognition of Expected Credit Loss on trade receivables was not in accordance with the requirements of Ind AS 109, resulting in overstatement of Trade Receivables and Profit for the year.
(ii) Current Liabilities Note- 2.16- Other Current Liabilities: Rs. 652.94 crore	Prior to demerger, NMDC Steel Ltd (erstwhile NISP Unit i.e., NMDC Iron and Steel Plant, Nagarnar) was a unit of NMDC Ltd. Accordingly, all the freehold as well as leasehold lands were in the name of NMDC Iron and Steel Plant, Nagarnar.
The above does not include a provision of Rs.9.60 crore towards land transfer charges and other applicable charges payable to Chhattisgarh State Industrial Development Corporation (CSIDC) in respect of 114.01 hectares and 32.04 hectares of land transferred to the Company under the Scheme of Arrangement.
	Subsequent to demerger all the freehold as well as leasehold lands vested on NMDC Steel Ltd as approved in the scheme of demerger by MCA.
Audit observed that, as per Ind AS 37 - Provisions, Contingent Liabilities and Contingent Assets, a provision is required to be recognised when an entity has a present obligation arising from a past event, an outflow of economic resources is probable, and the amount can be reliably estimated. Pursuant to the transfer of land, CSIDC raised demands amounting to Rs.9.60 crore ( Rs.8.05 crore and Rs.1.55 crore) on 21.03.2025 under the Chhattisgarh Industrial Land and Building Management Rules, 2015. The demands constituted a present obligation as on 31.03.2026. However, the Company did not recognise the liability or create a provision.	As per Clause 1.3 of Part B of the Scheme of Arrangement All immovable properties of the Demerged Company in relation to the Demerged Undertaking including land together with the buildings and structures standing thereon and rights and interests in immovable properties of the Demerged Company in relation to the Demerged Undertaking, whether freehold or leasehold or otherwise and all documents of title, rights and easements in relation thereto shall stand vested in and/ or be deemed to have been vested in the Resulting Company, by operation of Applicable Law. Such assets shall stand vested in the Resulting Company and shall be deemed to be and become the property as an integral part of the Resulting Company by operation of Applicable Law. The Resulting Company shall always be entitled to all the rights and privileges attached in relation to such immovable properties and shall be liable to pay appropriate rent, rates and Taxes and fulfil all obligations in relation thereto or as applicable to such immovable properties.
This resulted in understatement of Other Current Liabilities (Provisions) and overstatement of Profit for the year by Rs. 9.60 crore.
	The title to such properties shall be deemed to have been mutated and recognized as that of the Resulting Company and the mere filing thereof with the appropriate registrar or sub registrar or with the relevant Government Authority if and as may be required shall suffice as record of continuing title with the Resulting Company and shall be constituted and deemed mutation and substitution hereof. The Resulting Company shall be entitled to the delivery and possession of all documents of title for such immovable properties in this regard. It is hereby clarified that all the rights and title and interest of the Demerged Undertaking in any lease hold properties shall without any further act, instrument or deed be vested to or be deemed to have been vested in the Resulting Company".
	As per the clause of the Scheme of Demerger, highlighted above, The title to such properties shall be deemed to have been mutated and recognized as that of the Resulting Company (NMDC Steel Ltd i.e, NSL). Based on this, NSL approached the respective State Govt Authorities for name change of all the freehold land as well as leasehold lands. The process of Name change was completed for all the freehold lands in April2026 without payment of any fees, whereas for leasehold lands Chhattisgarh State Development Corporation (CSIDC) is demanding Rs. 9.60 Cr.
	In this regard, NSL had obtained legal opinion to know whether CSIDC is legally justified in demanding transfer charges in the present facts. Whether NSL has valid legal grounds to seek waiver/exemption.
	It is to submit that legal opinion had categorically opined that Amendment of lease deed pursuant to a court-approved demerger does not constitute a "transfer" under the 2015 Rules. CSIDC is not legally justified in demanding transfer charges of Rs. 9.60 Cr.
	Para 14 and Para 16 of Ind AS 37 Provisions, Contingent Liabilities and Contingent Assets:
	Para 14 of Ind AS 37: A provision shall be recognised when:
	a) an entity has a present obligation (legal or constructive) as a result of a past event;
	b) it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and
	c) a reliable estimate can be made of the amount of the obligation.
	If these conditions are not met, no provision shall be recognised. In the present case, the present obligation is neither a constructive obligation nor legally tenable based on the legal opinion. As the conditions mentioned at para 14(a) & 14(b) does not meet and hence recognition of provision does not arise.
	Para 16 of Ind AS 37: In almost all cases it will be clear whether a past event has given rise to a present obligation. In rare cases, for example in a lawsuit, it may be disputed either whether certain events have occurred or whether those events result in a present obligation. In such a case, an entity determines whether a present obligation exists at the end of the reporting period by taking account of all available evidence, including, for example, the opinion of experts.
	In the present case legal opinion was obtained and as per the legal opinion, the amount is not payable to CSIDC. It is to be submitted that the Free hold lands are already transferred in the name of NSL by the State Govt without payment of any fees in April2026.
	As NSL has already changed the name of freehold lands from NMDC Iron and Steel Plant, Nagarnar to NMDC Steel Ltd without payment of any fees and as per legal opinion, CSIDC is not legally
	justified in demanding transfer charges, therefore amount of Rs. 9.60 Cr for name change of leasehold lands is not payable to CSIDC. The Company is taking it up with the appropriate Authorities for waiver of the fees as sought by CSIDC and hence does not require any provision to be made in the books of the Company as at 31.03.2026.
	However, in case the same status continues, we will consider the same in contingent liability in FY 2026-27.
B. COMMENTS ON STATEMENT OF CASH FLOWS
(i) Paragraph 28 of Ind AS 7 - Statement of Cash Flows requires that unrealised gains and losses arising from changes in foreign exchange rates are not cash flows and that the effect of exchange rate changes on cash and cash equivalents held or due in a foreign currency shall be presented separately in the Statement of Cash Flows.	The Unrealised forex gains/losses are being reported as part of the Cash Flow from Investing Activities, as the same was related to acquisition of Assets in the Statement of Cashflows.
	However, as observed that the unrealised gains and losses arising from changes in foreign currency exchange rates are to be reported as a separate line item being a noncash transaction, the same shall be complied in FY 2026-27.
Audit noted that the Company adjusted foreign exchange loss of Rs. 37.64 crore against Finance Cost while preparing the Statement of Cash Flows instead of presenting the effect of such exchange difference as a separate line item in accordance with Paragraph 28 of Ind AS 7.
This resulted in non-compliance with the presentation requirements of Ind AS 7 relating to the Statement of Cash Flows.
(ii) Paragraphs 44A and 44B of Ind AS 7 - Statement of Cash Flows require disclosure of information that enables users of the financial statements to evaluate changes in liabilities arising from financing activities, including changes arising from financing cash flows and non-cash changes, ordinarily by way of a reconciliation between the opening and closing balances of such liabilities.	With reference to the disclosure of financing liability of borrowing facilities, it is to be submitted that all the relevant information are already being disclosed under 2.14.1 Non-Current Financial Liabilities (Borrowing) and 2.15.1 Current Financial Liabilities (Borrowings). The comparative period amounts are also disclosed in the schedules.
	In addition to those details of the loan, the other details like payment of principal and closing liabilities are properly disclosed in the additional note below the Schedules. A comprehensive note on each type of Borrowing is also been disclosed at note no -2.32.2 Borrowing. Hence the sufficient disclosures are already available in the Financial Statement.
Audit observed that the Company had financing liabilities comprising Rupee Term Loan (Rs.3,289.20 crore), Working Capital Loan (Rs.1,050.48 crore) and Cash Credit (Rs.262.65 crore) as at 31.03.2026. However, the Company did not disclose the reconciliation of changes in these financing liabilities as required under Paragraphs 44A and 44B of Ind AS 7.
	However, as observed by the Audit that, the same should have been disclosed in the Cash Flow Statement also apart from other disclosures, we submit that the same shall be disclosed in FY 2026-27.
This resulted in non-compliance with the disclosure requirements of Ind AS 7 relating to changes in liabilities arising from financing activities.

(c) SECRETARIAL AUDIT REPORT

The Secretarial Audit for the financial year 2025-26 has been conducted by M/s B R Agrawal & Associates, Company Secretaries. A copy of their Report dated 21.07.2026 is at Annexure - V and the Managements reply to the observations of the Secretarial Auditors are as follows:

Managements Reply	Managements Reply
Being a Government Company in terms of Section 2(45) of the Companies Act, 2013 and in terms of Article 74 of Articles of Association of the Company, the power of appointment of Directors on the Board of NMDC Steel Limited vests the Administrative Ministry i.e. Ministry of Steel, Government of India.	Being a Government Company in terms of Section 2(45) of the Companies Act, 2013 and in terms of Article 74 of Articles of Association of the Company, the power of appointment of Directors on the Board of NMDC Steel Limited vests the Administrative Ministry i.e. Ministry of Steel, Government of India.
2. Non-appointment of Woman Independent Director: There was no Woman Independent Director on the Board of the Company as required under the provisions of the Companies Act 2013, & SEBI (LODR) Regulations 2015.
3. Quorum for Board Meetings: Pursuant to the provisions of Regulation 17(2A) of SEBI (LODR) Regulation 2015, the quorum for every meeting of Board of Directors shall be 1/3rd (one-third) of its total strength or 03 (three) directors, whichever is higher, including at-least one Independent director. There was no specified quorum for the Board meetings.	At present, there are no Independent Directors on the Board of the Company. The Company has requested the controlling Ministry i.e. Ministry of Steel, Govt. of India from time to time, requesting them to appoint requisite number of Independent Directors, including Woman Independent Director, on the Board, thereby enabling the Company to comply with the provisions of SEBI LODR Regulations, 2015.
4.	Non-Constitution of Audit Committee: In absence of Independent Directors on the Board, the Company could not constitute any Independent Audit Committee and the other provisions relating to Audit Committee could not be complied with.
Once adequate number of Independent Directors are appointed, the Company will be in a position to comply with the statutory provisions relating to composition of Board and Board-level Committees.
5. Non-Constitution of Nomination & Remuneration Committee: In absence of Independent Directors on the Board of the Company, the Company could not constitute any NRC/Remuneration Committee and the other provisions relating to NRC/Remuneration Committee could not be complied with.
6. Non-Constitution of Stakeholders Relationship Committee: In absence of Independent Director on the Board of the Company, the Company could not constitute any Stakeholder Relationship Committee and the other provisions relating to Stakeholder Relationship Committee could not be complied with.
7. Non-Constitution of Risk Management Committee: In absence of Independent Director on the Board of the Company, the Company could not constitute any Risk Management Committee.
8. Inadequate number of Directors on the Board at certain time interval: The number of Directors on the Board of the Company were largely in compliance with the requirement of minimum number of Directors. However, during the period from 01.02.2026 to 18.03.2026, the number of Directors fell below the minimum prescribed limit of 6.
9. Compliance Officer is not in whole time employment of the Company.	Being a Government Company, the recruitment of employees on the roles of the Company are governed by extant guidelines issued by Government of India. Further, the said point is noted.
10. The Related Party Transactions (RPT) Policy was last reviewed by the Board on 25.01.2023 and as per Regulation 23(1) of the SEBI (LODR) Regulations, 2015, the policy was due for review on or before 24.01.2026. However, the Board reviewed and approved the policy on 27.03.2026.	Noted and due care will be taken in future to adhere to the timelines.
11. The Company submitted the PDF version of quarterly financial results within 45-days timeline under Regulation 30 of the SEBI (LODR) Regulations, 2015 and the XBRL was also filed with the Calcutta Stock Exchange with certain delay.	Noted and due care will be taken in future to adhere to the timelines.
12. In the Explanatory Statement attached to the previous AGM, The Company stated the Boards recommendation but the basis of recommendation was not clearly mentioned.	The Board had recommended the appointment of Secretarial Auditors based on credentials, past performance and experience in the relevant field. Further, due care will be taken to incorporate such details in Explanatory Statement in future.
13. The Company has appointed full time CFO on 27.05.2025 as per Section 203 of the Companies Act 2013. Before that, Director (Finance) was holding the charge of CFO till 05.03.2025.	Consequent upon appointment of Director (Finance) as CMD w.e.f 06.03.2025, the Company had designated Shri K Raj Shekhar as Whole Time CFO of the Company till the assumption of charge of Whole time Director (Finance) by a new incumbent.
	Thereafter, Shri Anurag Kapil joined as Director (Finance) & CFO of the Company w.e.f. 31.03.2026.

40.0 STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT / HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES / ASSOCIATE COMPANIES / JOINT VENTURES (FORM AOC-1):

The Company does not have any subsidiary, joint venture or associate Company, so Statement containing salient features of the financial statement / highlights of performance of subsidiaries / associate companies / joint ventures (Form AoC-1) is not applicable to the Company.

41.0 DISCLOSURE OF RELATED PARTY TRANSACTIONS IN FORM AOC-2 IN TERMS OF PROVISIONS OF THE COMPANIES ACT, 2013 IS ENCLOSED AT ANNEXURE-VI.

42.0 ACKNOWLEDGEMENT:

Your Directors acknowledge the support, cooperation and guidance received from the Ministry of Steel, Ministry of Environment, Forest and Climate Change and other Departments of Government of India and the State Government of Chhattisgarh for their support and cooperation. The Board also acknowledges the assistance, support and valuable guidance given to the Company by NMDC Limited and its Management.

Your Directors would also like to place on record sincere gratitude towards the shareholders, bankers/lenders, investors, vendors, auditors, consultants, contractors, State and Central Government authorities and other stakeholders of the Company. The Board also whole-heartedly acknowledges and appreciates the dedicated efforts and commitment of all employees of the Company.