We have audited the accompanying Standalone Financial Statements of MSP Steel & Power Limited
(“the Company”), which comprise the Standalone Balance sheet as at March 31, 2025, the Standalone Statement of Profit and Loss (including the Other Comprehensive Income), the Standalone Statement of Cash Flow and the Standalone Statement of Changes in Equity for the year then ended, and notes to the Standalone Financial Statements, including a summary of material accounting policies and other explanatory information (hereinafter referred to as the “Standalone Financial Statements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Statements give the information required by the Companies Act, 2013, as amended (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standard) Rules 2015, as amended (Ind AS) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, its loss (including other comprehensive loss), its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing (SAs) as specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor’s Responsibility for the Audit of the Standalone Financial Statements’ section of our report. We are independent of the Company in accordance with the ‘Code of Ethics’ issued by the Institute of Chartered Accountants (iCAl) of India together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Act and the Rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Financial Statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Standalone Financial Statements for the financial year ended March 31, 2025. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
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Descriptions of Key Audit Matter
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How we addressed the matter in our audit
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Revenue Recognition (Refer Note No. 21 to the Standalone Financial Statements)
Revenue from the sale of goods (hereinafter referred to as “Revenue”) is recognized when the Company performs its obligation to its customers and the amount of revenue can be measured reliably and recovery of the consideration is probable. The timing of such recognition in case of sale of goods is when the control over the same is transferred to the customer, which is mainly upon delivery.
The timing of revenue recognition is relevant to the reported performance of the Company. The management considers revenue as a key measure for evaluation of performance.
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Our audit procedures included, amongst others, the following:
• Obtained an understanding of the Company’s revenue recognition policies and assessed their compliance with the principles of Ind AS 115, Revenue from Contracts with Customers.
• Evaluated the design and tested the operating effectiveness of key controls over the initiation, recording, and recognition of revenue, including controls around dispatch, delivery, and invoicing.
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Descriptions of Key Audit Matter
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How we addressed the matter in our audit
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Cut-off is the key assertion in so far as revenue recognition
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Verified, on a sample basis, revenue transactions
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is concerned, since an inappropriate cut-off can result
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with supporting documents such as sales invoices,
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in material misstatement of results for the year. Further,
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dispatch documents, weighbridge slips, lorry receipts,
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owing to the multiplicity of the Company’s products and
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bills of lading, and proof of delivery, to assess whether
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volume of sales transactions, revenue is determined to
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revenue was recognised in accordance with the
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be an area involving significant risk requiring significant auditor attention and is therefore determined as a key
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contractual terms.
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audit matter in the current year audit.
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Performed cut-off testing around the reporting date by examining dispatches and invoices immediately before and after year-end to ensure revenue was recorded in the correct accounting period.
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Performed substantive analytical procedures, including comparison of revenue trends with production, dispatch quantities, and prior periods, to identify unusual or unexpected variances.
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Assessed the adequacy and appropriateness of disclosures in the Standalone Financial Statements relating to revenue recognition.
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Inventory Management (Refer Note No 8 to the
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Our audit procedures included the following:
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Standalone Financial Statements).
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Obtained an understanding of the inventory
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The carrying value of inventory as at March 31, 2025 is
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management and measurement process followed
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Rs. 47,438.72 Lakhs. The measurement of inventories like Coal, Iron Ore, Sponge Iron, Pellet, TMT etc. in which
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by the Company for bulk materials.
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the company deals in involves certain estimations/
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Evaluated the design and tested the operating
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assumption and also involves volumetric measurements.
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effectiveness of key controls relating to recording,
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Measurement of some of these inventories also involves
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monitoring, and measurement of inventory.
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consideration of handling loss, moisture loss/gain,
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Participated in the physical verification of inventories,
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spillage, etc.
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which was carried out by the management through
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The inventory is valued at the lower of cost and net realizable value. We considered the value of inventory as
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an independent third-party agency.
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a key audit matter given the relative size of its balance
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Verified the basis and reasonableness of
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in the standalone financial statements and significant
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assumptions/estimates used by management in
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judgment involved in comparison of net realizable value with cost to arrive at valuation of inventory.
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relation to volumetric measurements.
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Compared the cost of the finished goods with the
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We determine this to be key audit matter to our audit
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estimated net realizable value and checked if the
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report due to quantum of amount involved.
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finished goods were recorded at net realizable value where the cost was higher than the net realizable value.
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Assessed the adequacy and appropriateness of disclosures made in the Standalone Financial Statements in respect of inventory measurement.
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Descriptions of Key Audit Matter
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How we addressed the matter in our audit
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Conversion of Optionally Convertible Debentures (OCDs) and Unsecured Promoter Loans into Equity (Refer Note No. 15.1(b) of the Standalone Financial Statements)
During the year, the Company converted OCDs of Rs. 45,157.15 lakhs together with Yield to Maturity of Rs. 6,953.08 lakhs into 14,48,22,208 equity shares of Rs. 10 each, and unsecured promoter loans of Rs 12,795.80 lakhs into 3,65,59,437 equity shares of Rs. 10 each. These transactions resulted in a substantial increase in the paid-up equity share capital by Rs. 18,138.16 lakhs and securities premium by Rs. 46,750.95 lakhs (net of share issue expense of H 16.92 Lakhs). The accounting involved assessment of extinguishment of complex compound financial instruments (along with treatment of accumulated YTM) and ensuring compliance with provisions of the Companies Act, 2013 and SEBI (issue of Capital and Disclosure Requirements) Regulations 2018. Considering the magnitude and complexity, this matter was determined to be a key audit matter.
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Our audit procedures included the following:
• Verified the Master Framework Agreement dated January 24, 2018, pursuant to which a portion of the unsustainable debt was converted into OCDs.
• Verified the Board of Directors and the Shareholder’s approval for conversion of OCDs and unsecured promoter loan into equity from the minutes of their respective meetings.
• Verified in-principle approvals received from the stock exchanges, examined the relevant statutory filings with MCA and verified the conversion notices submitted by the allottees.
• Reviewed the valuation reports, issued by a Registered Valuer for determination of conversion price.
• Assessed the adequacy and appropriateness of disclosures made in the Standalone Financial Statements in respect of conversion of OCD liabilities and unsecured promoter loan into equity shares.
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Information Other than the Standalone Financial Statements and Auditor’s Report thereon
The Company’s Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Annual Report but does not include the Standalone Financial Statements and our auditor’s report thereon.
Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed on the other information that we obtained prior to the date of this Auditor’s report, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements
The Company’s Management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these
Standalone Financial Statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the Standalone Financial Statements, management and Board of Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibility for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Financial Statements.
As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Standalone Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the
date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the disclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone Financial Statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatement in the Standalone Financial Statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Other Matter
The standalone financial statements of the Company for the year ended March 31, 2024 were audited by the predecessor auditor who expressed an unmodified opinion on those financial statements vide their report dated May 29, 2024. We have placed reliance on the said report of the predecessor auditor.
Our opinion is not modified in respect of above matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of sub-section (ll) of section 143 of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by section 143 (3) of the Act, based on our audit, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books; except for the matters stated in paragraph 2(i)(vi) below on reporting under Rule 1l(g) of the Companies (Audit and Auditors) Rules, 2014;
(c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Standalone Statement of Cash Flow and Standalone Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;
(d) In our opinion, the aforesaid Standalone Financial Statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time;
(e) On the basis of the written representations received from the directors as on March 31, 2025 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2025 from being appointed as a director in terms of Section 164(2) of the Act;
(f) The modifications relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2(b) above on reporting under section 143(3)(b) of the Act and paragraph 2(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules,2014;
(g) With respect to the adequacy of the internal financial controls with reference to these Standalone Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”.
(h) The Company has paid/provided managerial remuneration to its directors in excess of the limits prescribed under section 197 of the Companies Act, 2013. The Company has represented that it proposes to seek the approval of the shareholders by way of special resolution at the ensuing Annual General Meeting for waiver of recovery of such excess remuneration in terms of section 197 (10) of the Act. Details of such excess remuneration are disclosed in note - 41 to the Standalone Financial Statements; and
(i) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:
I. The Company has disclosed the impact of pending litigations as at March 31, 2025 on its financial position in its Standalone Financial Statements -36 (a) to the Standalone Financial Statements;
II. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
III. There has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection Fund by the Company.
IV. (a) The Management has represented to
us that, to the best of its knowledge and belief, as disclosed in the Note 47(g) to the Standalone Financial Statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(b) The Management has represented to us that, to the best of its knowledge and belief, as disclosed in the Note
47(h) to the Standalone Financial Statements, no funds have been received by the company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
(c) Based on our audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) as provided under paragraph 2(i) (iv)(a) &(b), contain any material misstatement.
V. The Company has not declared/paid any dividend during the year therefore reporting regarding compliance of Section 123 of the Act is not applicable.
VI. Based on our examination, which included test checks and as explained in note no. 48, the Company has used two accounting software(s) for maintaining its books of account. One of the software had a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software at application
and database level. Further, we did not come across any instance of audit trail feature being tampered with in respect of the aforementioned software where the audit trail feature was enabled.
In case of other accounting software which is operated by a third-party software service provider to capture incentive points of the dealers, Service Organisation Controls 1 type 2 report is not available, hence we are unable to comment on whether audit trail feature of the said software was enabled and operated throughout the year for all relevant transactions recorded in the software or whether there were any instances of the audit trail feature being tampered with.
Additionally, the audit trail has been preserved by the Company as per the statutory requirements for record retention for the software whose audit trail feature was enabled.
For Singhi & Co.
Chartered Accountants Firm Registration No.302049E
(Shrenik Mehta)
Partner
Place: Kolkata Membership No. 063769
Dated: May 30, 2025 UDIN: 25063769BMMIRF9689S
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