1. The Directors present the 88^th Annual Report along with the Audited Financial Statements of the Company for
the year ended March 31,2026.

2. Financial Results

Standalone Financial Highlights (Rs. in crore)

3. Financial Performance and the State of Company’s affairs

The total income from continuing operations for the year is Rs. 4,762.30 crore as compared to Rs. 4,685.07
crore in the previous year. Profit after Tax for the year is at Rs. 634.69 crore as against profit after tax of
Rs. 86.95 crore in the previous year.

The revenue of the Steel division stood at Rs. 4,743.27 crore for the year as against Rs. 4,651.53 crore of the
previous year while the revenue of the Industrial Machinery Division stood at Rs. 159.20 crore as against
Rs. 260.09 crore of the previous year.

4. Dividend & Transfer to Reserve

The Directors recommend dividend @ 8% on 8% Cumulative Redeemable Preference Shares of Rs. 10/-
each.

The Directors also recommend dividend @ Rs. 3/- (Rupees Three only) (This includes special payout of
Re.1/- (Rupee One only) (i.e. @10%), in celebration of 100 years of the Bajaj Group) per equity share for the
year under Report.

Dividend Distribution policy: pursuant to provisions of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended, the Board of Directors of the Company at its meeting held on May 25,
2021, has formulated a dividend distribution policy of the Company. The said policy has been uploaded on
the website of the Company and can be accessed athttps://www.mukand.com/wp-content/uploads/2021/08/
Dividend Distribution Policy.pdf

5. Demerger of Subsidiary Company

The National Company Law Tribunal, Mumbai Bench, vide its order dated April 29, 2025 sanctioned the
Scheme of Demerger of Stainless Steel Cold Finished Bars and Wires Undertaking of Mukand Sumi Metal
Processing Limited (“MSMPL” or “Demerged), Company on a going concern basis into the Company (Holding
Company) pursuant to Sections 230 to 232 read with Section 52 and other applicable provisions of the
Companies Act, 2013. The said Scheme of Demerger was made effective on May 12, 2025, from Appointed
Date i.e. April 01,2024.

6. Slump Sale of Machine Building Division

During the year under review, a Business Transfer Agreement was entered into on October 18, 2025 between
Mukand Limited (“Transferor”) and Mukand Heavy Engineering Limited (“Transferee”) for transfer of part of
Industrial Machinery Business namely designing, manufacturing, erecting and commissioning EOT Cranes,
other materials handling and process plant equipment activities ("Transferred Business”) via Slump Sale on a
going concern basis from Mukand Limited to Mukand Heavy Engineering Limited, a wholly owned subsidiary
of the Company.

The Slump Sale of the Transferred Business was completed as on 31st March, 2026 (“Closing Date”), after
the closing hours against a receipt of purchase consideration of Rs 45.78 crore (Rupees Forty Five crore
and Seventy Eight lakhs) discharged in the form of 26,347 equity shares fully paid up, issued and allotted by
Mukand Heavy Engineering Limited to Mukand Limited.

7. Joint Venture and SubsidiariesMukand Sumi Special Steel Limited (MSSSL)

MSSSL is a Joint Venture with Sumitomo Corporation (SC), Japan in the business of manufacturing and
marketing Alloy Steel bars and rods.

Mukand Sumi Metal Processing Limited (MSMPL)

MSMPL a wholly owned subsidiary of the Company, is inter-alia, engaged in manufacturing, trading,
purchase, refinement, preparation, import, export, sale and generally to deal in iron & steel in all forms, and/
or by-products thereof. It is also engaged in the business of stainless steel cold finished bars and wires and
treasury and investment business.

Mukand Heavy Engineering Limited (MHEL)

MHEL is wholly owned subsidiary of the Company, incorporated to carry out business in the field of Industrial
Machinery and Gear Box Manufacturing.

8. Finance
Share Capital

The paid-up equity share capital as on March 31,2026, was Rs. 144.51 crore. There is no change in the paid-
up share capital of the Company during the year under review.

Material Changes & Commitments

There have been no material changes and commitments, affecting the financial position of the Company,
which have occurred between the end of the financial year of the Company and the date of this report.
Management expects to recover carrying amount of all its assets as appearing in the financial statements as
at March 31,2026.

Fixed Deposits

During the year, the Company has not issued circular in the form of advertisement inviting deposit from its
members and thus has not accepted any deposits from its members. During the year, the Company repaid
fixed deposits of Rs. 25.75 crore to the members. The total outstanding fixed deposits from members as on
March 31,2026, was Rs. 1.62 crore.

The current rate of Interest on continuing fixed deposits accepted from members is as under -
Shareholders Rate of Interest 7.50% for 3 years

Senior Citizen Shareholders Rate of Interest 7.75% for 3 years

There are no deposits which are not in compliance with the requirements of Chapter V of the Companies Act,
2013.

Credit Rating

The rating agency CRISIL Ratings Limited vide its letter dated August 14, 2025, has assigned following
ratings to bank facility and debt instrument of the Company as stated below:

Corporate Social Responsibility (CSR)

The composition of CSR Committee as on March 31,2026, was as under
Shri Niraj Bajaj - Chairman
Shri R Sankaran - Member
Shri Nirav Bajaj - Member

Report on CSR activities carried out by the Company, Joint Venture Companies and by the Bajaj Group is
enclosed as part of this report as Annexure-1.

Statutory Disclosures

The Statutory Disclosures in accordance with Section 134 read with Rule 8 of Companies (Accounts)
Rules 2014, Section 178, Section 197 read with Rule 5 of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 are given in the annexures to this Report.

Management Discussion and Analysis

As required under Regulation 34(2)(e) read with Schedule V of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis
is enclosed as a part of this report as Annexure-2.

Business Responsibility and Sustainability Report

As required under Regulation 34(2)(f) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Business Responsibility and Sustainability Report is enclosed
as a part of this report as Annexure-3.

Corporate Governance Report

The Company has complied with the Corporate Governance requirements under the Companies Act, 2013
and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015.

A report on Corporate Governance together with the certificate of the statutory auditors confirming compliance
with the conditions of Corporate Governance as stipulated in Regulation 34(3) read with Schedule V of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 is enclosed as a part of this report as Annexure-4.

During the year under review, 4 (Four) Meetings of the Board of Directors of the Company were convened
and held. Detailed information on the meetings of the Board and its various Committees are included in
Corporate Governance Report forming part of this report.

Annual Return

Annual Return as at March 31, 2026 in the prescribed format under the Companies Act, 2013 (Draft MGT-7) is
available on the website of the Company and same can be accessed at https://www.mukand.com/investors/
annual-reports

Directors’ Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors, confirm that:

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

ii) Appropriate accounting policies have been selected and applied them consistently and made
judgements and estimates that are reasonable and prudent have been made so as to give a true and
fair view of the state of affairs of the Company as at March 31,2026, and of the profit of the Company
for the year ended March 31,2026;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;

iv) The Annual Accounts have been prepared on a going concern basis;

v) Internal financial controls have been laid down and followed by the Company and that such controls are
adequate and are operating effectively; and

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

Statement on declaration given by Independent Directors

The Company has received necessary declarations/confirmation from each Independent Director under
Section 149(6) and 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) and Regulation 25(8) of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 that they meet the criteria of independence laid down thereunder. The independent directors have also
confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualification of Directors)
Rules, 2014 as amended, relating to inclusion of their name in the data bank of independent directors.

Disclosure regarding Company’s policies under Companies Act, 2013

The Company's policies on i) Director's appointment and remuneration, determining criteria for qualification/
independence, ii) Remuneration for Directors, Key Managerial Personnel and other employees, iii)
Performance evaluation of the Board, Committees and Directors, iv) Materiality of Related Party transactions,
v) Risk Management, vi) Determining Material Subsidiaries and vii) Whistle Blower / Vigil Mechanism along
with details of web link (in cases where it is prescribed) are given in Annexure-5.

Particulars of Loans, Guarantees and Investments

The particulars of loans, guarantee or investments given or made by the Company under Section 186 of the
Companies Act, 2013 are disclosed in Notes to the Financial Statements.

Related Parties Transactions

All contracts / arrangement / transactions entered by the Company during FY 2025-26 with related parties
were in compliance with the provisions of the Companies Act, 2013 and Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of transactions with
related parties during FY 2025-26 are provided in the notes to the Financial Statements.

Further, material Related Party Transactions (RPTs) as per Regulation 23 of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 were approved by the
members. During the year 2025-26, pursuant to Section 177 of the Companies Act, 2013 and Regulation 23
of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, all RPTs were placed before the Audit Committee for its prior approval. The requisite disclosure in
respect of aforesaid RPTs in Form AOC-2 is furnished in Annexure-6.

Conservation of Energy, technology absorption, imported technology, Foreign Exchange earnings
and outgo

Information under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014 is provided in Annexure-7.

Report on the subsidiaries, associates and joint venture Companies, names of Companies which have
become or ceased to be its Subsidiaries, Joint Venture or Associate Companies

A report on performance and financial position of each of the subsidiaries, associates and joint venture
companies together with names of companies which have become or ceased to be subsidiaries, joint ventures
or associate companies during the year under review are furnished in Annexure-8.

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013 the standalone financial
statement of the Company, consolidated financial statements along with the relevant documents and
separate audited financial of statements in respect of subsidiaries, are available on the Company's website
www.mukand.com

Significant and Material orders passed by the Regulators or Courts

During the year, no significant and material orders were passed by any of the Regulators or Courts against
the Company. NSE levied fine of Rs. 5,000/- for one day delayed submission of Integrated Filing - Financials
(RPT disclosure) for the half year ended March 31,2025, under Regulation 23(9) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

Details of Directors or KMP who are appointed / re-appointed or have resigned/retired (including by
rotation) during the year

The Board of Directors at their meeting held on February 12, 2026, on recommendation of Nomination and
Remuneration Committee, have re-appointed Shri Niraj Bajaj (DIN: 00028261) as Chairman and Managing
Director and Shri Nirav Bajaj (DIN 08472468) as Whole-time Director of the Company for a period of 3 years
with effect from July 05, 2026 and May 16, 2026 respectively, subject to approval of the members. Vide
Postal Ballot Notice dated February 12, 2026 the members of the Company passed special resolutions for
re-appointment of Shri Niraj Bajaj (DIN: 00028261) as Chairman and Managing Director and Shri Nirav Bajaj
(DIN 08472468) as Whole-time Director of the Company for a period of 3 years with effect from July 05, 2026
and May 16, 2026 respectively.

Directors liable to retire by rotation: Shri Nirav Bajaj who retires by rotation at the ensuing Annual General
Meeting and being eligible, offers himself for re-appointment. The members are requested to consider and
approve his re-appointment.

Changes in Key Managerial Personnel

There were no changes in the Key Managerial Personnel during the year.

Performance evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual
performance evaluation of its own performance, the Directors individually as well as the evaluation of the
working of Board Committees viz. Audit committee, Nomination & Remuneration committee, Stakeholders'
Relationship committee, Risk Management Committee and Corporate Social Responsibility Committee. For
further information with regard to manner in which evaluation was carried out etc., refer to the Performance
Evaluation section of Corporate Governance Report attached to this report.

The Independent Directors of the Company met separately on March 27, 2026. All the Independent Directors
were present at the Meeting. The Independent Directors discuss the following:

i) review the performance of non-independent directors and the Board as a whole.

ii) review the performance of the Chairperson of the Company, taking into account the views of non¬
executive directors.

iii) assess the quality, quantity and timeliness of flow of information between the Company Management
and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Number of meetings of the Board

Four meetings of the Board were held during the year under review. For details of meetings of the Board,
please refer to the Corporate Governance Report furnished in Annexure-4, which forms part of this report.

Committees of the Board

The details pertaining to the composition and meetings of Committees of the Board are included in the
Corporate Governance Report furnished in Annexure-4, which forms part of this report.

Internal Financial Controls with reference to financial statements

Adequate systems for internal controls provide assurances on the efficiency of operations, security of assets,
statutory compliance, appropriate authorization, reporting and recording of transactions. The scope of the
audit activity is broadly guided by the annual audit plan approved by the Audit Committee. The Internal
Auditor prepares regular reports on the review of the systems and procedures and monitors the actions to be
taken. The Audit Committee at its quarterly meetings review the report of Internal Auditors.

Risk management

The Company's Board of Directors has constituted a Risk Management Committee responsible for formulating,
implementing, and overseeing the risk management framework. This Committee monitors and periodically
reviews the risk management plan to ensure its continued relevance and effectiveness.

In addition, the Audit Committee exercises oversight with respect to financial, operational, sectoral,
sustainability (particularly, ESG related risks), information, cyber security risks and Key risks identified by
various business units and functions are systematically addressed through ongoing mitigation measures.

Details regarding the development and execution of the risk management policy are provided in the
Management Discussion and Analysis section, which forms an integral part of this report.

Vigil Mechanism

Pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has a Whistle Blower Policy and has established
the necessary vigil mechanism for employees, Directors and stakeholders in conformation with the provisions
of, to report concerns about unethical behaviour.

Details relating to Remuneration of Directors, Key Managerial Personnel and Employees

The information required under Section 197 of the Companies Act, 2013 read with rule 5 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the
Company and Directors is furnished in Annexure-9

Safety, Health and Environment

The Company pays utmost importance towards safety and health of its employees by implementing policies,
procedures and conducting various awareness programmes among the employees. It conducts many
promotional activities among its work force on safety adherence and developing the community on national
and international events related to Health, Safety and Environment. During the year under report, National
Safety Week, Fire Safety Week and Environment Day were celebrated by reminding the employees through
campaigns on its crucial significance in today's world. All functional Departments work in cohesion to a
common goal that includes utilizing natural resources with minimal or no damage to the environment and
efficiency in energy.

Consolidated Financial Statements (CFS)

The CFS is prepared by the Company pursuant to Section 129(3) of the Companies Act, 2013 in accordance
with the requirements of Ind-AS110 Consolidated Financial Statements read with other applicable Indian
Accounting Standards. Segment-wise disclosure of revenues, results, assets and liabilities on the basis of
segments are separately given in a tabular form in the Consolidated Financial Statements.

Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013

The Company has complied with provisions relating to the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, no complaint was received by the Committee formed under Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

(a) Number of complaints of sexual harassment received in the year - Nil

(b) Number of complaints disposed off during the year - Not applicable

(c) Number of cases pending for more than ninety days - Not applicable
Compliance with the provisions relating to the Maternity Benefit Act 1961

The Company has complied with the provisions relating to the Maternity Benefit Act 1961, during the year
under review.

Transfer of unclaimed/unpaid amounts to the Investor Education and Protection Fund (“IEPF”)

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), dividends, if not claimed for a period of
seven years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred
to IEPF.

Further, all the shares in respect of which dividend has remained unclaimed for seven consecutive years or
more from the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority. The
said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or
Statutory Authority, restraining any transfer of the shares. Other relevant details are included in the Corporate
Governance Report furnished in Annexure-4, which forms part of this report.

Auditors

i) At the 87th Annual General Meeting, the shareholders of the Company have re-appointed M/s DHC &
Co., Chartered Accountants, (FRN: 103525W), as Statutory Auditors of the Company for conducting
audit of financial statements for a second term of 5(five) consecutive years commencing from the
conclusion of ensuing 87th Annual General Meeting of the Company until the conclusion of the 92nd
Annual General Meeting with respect to the financial years beginning April 1, 2025 and ending March
31,2030, as per provisions of the Section 139 of the Companies Act, 2013.

ii) Based on the recommendation of the Audit Committee, the Board of Directors has re-appointed Y R
Doshi & Co., Cost Accountants, as the Cost Auditors of the Company for the financial year 2026¬
27. The remuneration payable to the Cost Auditors is subject to ratification by the Members at the
ensuing Annual General Meeting (“AGM”), as required under Section 148(3) of the Companies Act,
2013. Accordingly, a resolution seeking Members' ratification for the remuneration payable to the Cost
Auditors is included in Item No. 5 of the Notice convening the AGM. The Board of Directors do confirm
that the maintenance of cost records as specified by the Central Government under Sub-section (1) of
Section 148 of the Companies Act, 2013, is required by the Company and accordingly, such accounts
and records are made and maintained by the Company for the financial year 2025-26.

iii) Pursuant to the provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Section 204 of the Companies Act, 2013, the shareholders
of the Company at the 87th Annual General Meeting approved the appointment of M/s. Anant B.
Khamankar & Co. (Membership No. FCS: 3198), Practising Company Secretary, as Secretarial Auditor
of the Company for a term of 5 consecutive years effective from financial year 2025-26 to financial year
2029-30.

Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
Secretarial Audit Report of the Company is annexed to this report as Annexure - 10.

Auditors’ Report

The observations made in the Statutory Auditors' report, read together with the relevant notes thereon are
self-explanatory and hence, do not call for any comments under Section 134(3)(f) of the Companies Act,
2013. Observations made in the Secretarial Auditors report are self- explanatory. There are no qualification,
reservation or adverse remark or disclaimer in the Statutory Auditors' report or Secretarial Auditors report.

Confirmation of Compliance of Secretarial Standards

The Company has complied with applicable Secretarial Standards during the year under review.

Details in Respect of Frauds Reported by Auditors Pursuant to Section 143(12) of the Companies Act,
2013

During the year under report there were no incidences of fraud against the Company reported by Auditors.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016

During the year under report there was no application made or any proceeding was pending against the
Company under the Insolvency and Bankruptcy Code, 2016.

Details of difference between amount of the valuation done at the time of one time settlement and
the valuation done while taking loan from the Banks or Financial Institutions along with the reasons
thereof

During the year under review the Company has not done any one time settlement for the loans taken from
the Banks or Financial Institutions.

Acknowledgement

The Board of Directors thanks the Banks, Central and State Government Authorities, Shareholders,
Customers, Suppliers, Employees and Business Associates for their continued co-operation and support to
the Company.

On behalf of the Board of Directors,

Niraj Bajaj

Chairman & Managing Director
DIN: 00028261

Mumbai, May 14, 2026