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BSE Prices delayed by 5 minutes... << Prices as on Dec 19, 2025 >>   ABB 5175.8 [ 1.73 ]ACC 1752.65 [ -0.15 ]AMBUJA CEM 539.7 [ 0.66 ]ASIAN PAINTS 2798.9 [ 1.41 ]AXIS BANK 1230.55 [ 0.07 ]BAJAJ AUTO 9002.65 [ 1.97 ]BANKOFBARODA 291.95 [ 1.39 ]BHARTI AIRTE 2096.3 [ 0.20 ]BHEL 276.2 [ 0.42 ]BPCL 365.95 [ 0.80 ]BRITANIAINDS 6102.75 [ 1.00 ]CIPLA 1517 [ 1.19 ]COAL INDIA 385.65 [ 0.10 ]COLGATEPALMO 2110.55 [ 1.01 ]DABUR INDIA 494.25 [ 0.38 ]DLF 690.85 [ 1.88 ]DRREDDYSLAB 1278.9 [ -0.05 ]GAIL 169.85 [ 1.37 ]GRASIM INDS 2814.2 [ 0.19 ]HCLTECHNOLOG 1642.5 [ -1.14 ]HDFC BANK 985.95 [ 0.64 ]HEROMOTOCORP 5781.25 [ 0.60 ]HIND.UNILEV 2281.8 [ 0.78 ]HINDALCO 851.75 [ -0.62 ]ICICI BANK 1354.15 [ -0.20 ]INDIANHOTELS 731.2 [ 1.31 ]INDUSINDBANK 844.55 [ 1.18 ]INFOSYS 1639.6 [ 0.81 ]ITC LTD 401.1 [ 0.22 ]JINDALSTLPOW 992.35 [ 0.61 ]KOTAK BANK 2159.5 [ -0.27 ]L&T 4074.2 [ 1.05 ]LUPIN 2125.7 [ 0.35 ]MAH&MAH 3602.9 [ 0.44 ]MARUTI SUZUK 16425.2 [ 0.54 ]MTNL 36.02 [ 0.31 ]NESTLE 1243.45 [ 0.79 ]NIIT 86.75 [ 0.58 ]NMDC 76.26 [ -0.31 ]NTPC 319.9 [ 0.41 ]ONGC 232.65 [ 0.22 ]PNB 119.75 [ 0.67 ]POWER GRID 263.55 [ 2.19 ]RIL 1565.1 [ 1.34 ]SBI 980.15 [ 0.25 ]SESA GOA 581.8 [ 0.47 ]SHIPPINGCORP 209.7 [ 0.36 ]SUNPHRMINDS 1745.1 [ -0.01 ]TATA CHEM 761.2 [ 1.72 ]TATA GLOBAL 1183.55 [ 1.09 ]TATA MOTORS 352.75 [ 1.98 ]TATA STEEL 168.65 [ 0.30 ]TATAPOWERCOM 380.5 [ 1.51 ]TCS 3282.6 [ 0.08 ]TECH MAHINDR 1612.9 [ 0.53 ]ULTRATECHCEM 11497.15 [ 0.32 ]UNITED SPIRI 1406.2 [ 1.16 ]WIPRO 264.35 [ 0.23 ]ZEETELEFILMS 90.6 [ 0.11 ] BSE NSE
You can view full text of the latest Director's Report for the company.

BSE: 532650ISIN: INE752G01015INDUSTRY: Steel - Sponge Iron

BSE   ` 36.07   Open: 36.50   Today's Range 35.76
36.54
+0.30 (+ 0.83 %) Prev Close: 35.77 52 Week Range 21.51
47.49
Year End :2025-03 

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

A. FINANCIAL RESULTS - STANDALONE & CONSOLIDATED

Particulars

Standalone

Consolidated

F.Y. 24-25

F.Y. 23-24

F.Y. 24-25

F.Y. 23-24

Revenue from Operations

2,90,524.78

2,87,385.40

2,90,524.78

2,87,385.40

Other Income

358.02

3,835.85

358.70

3,840.91

Total Income (a)

2,90,882.80

2,91,221.25

2,90,883.48

2,91,226.31

Total Expenses (b)

2,90,661.84

2,89,148.44

2,90,632.27

2,89,158.05

Profit/(Loss) Before Tax (c=A-b)

220.96

2,072.81

251.21

2,068.26

Add/(Less): Exceptional Items (d)

-

-

-

-

Share of Profit / (Loss) of Associates, joint venture (e)

-

-

5.03

1.09

Income Tax for Earlier Years

-

-

-

Deferred Tax

3,091.94

633.91

3,092.18

634.71

Less: Tax Expenses (f)

3,091.94

633.91

3,092.18

634.71

Profit/(Loss) for the Year (c-D E-f)

(2,870.98)

1,438.90

(2,835.94)

1,434.64

Other Comprehensive Income/(Loss)(net of tax)

167.70

(196.40)

167.70

(196.40)

Total Comprehensive Income

(2,703.28)

1,242.50

(2,668.24)

1,238.24

B. PERFORMANCE- FY 24-25

On a Standalone basis, the revenue for the Company
for the FY 2024-2025 was H 2,90,524.78 Lakhs
registering a growth of 1.09 % as compared to the
previous year’s revenue of H 2,87,385.40 Lakhs. The
EBITDA for the year was 137,06.79 Lakhs, as compared
to previous year EBITDA of 16,377.03 lakh. The Net
profit attributable to the owners of the Company for
the FY 2024-25 was Rs.(2870.98) lakh in comparison
to H 1,438.90 lakh for the previous year.

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

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

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

The company has achieved turnover of H 2,90,524.78
lakh during FY 2024-25.

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

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

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

1. CHANGE IN THE NATURE OF BUSINESS

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

2. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Management Discussion and Analysis Report,
as stipulated under Regulation 34 of SEBI Listing
Regulations forming part of this report has been
given under separate section.

3. DIVIDEND

For the financial year under review, your Company
has not recommended any dividend at the
forthcoming Annual General Meeting (AGM) for
the year ended 31st March 2025. The decision was
made to utilize the surplus for the future growth
of the Company.

Dividend Distribution Policy:

In terms of the provisions of Regulation 43A of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has in place a
Dividend Distribution Policy which is accessible at
the Company’s website at www .
mspsteel.com/
about-us/corporate-policies

4. TRANSFER TO RESERVES

The Company has not transferred any amount to
the General Reserve Account during the financial
year ending 31st March, 2025.

5. OPTIONALLY CONVERTIBLE DEBENTURES

(ocd)

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

6. SHARE CAPITAL

• Authorised Share Capital:

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

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

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

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

7. SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

In line with Section 129(3) of the Act read with
Companies (Accounts) Rules, 2014, the Listing
Regulations and in accordance with Indian
Accounting Standards, Consolidated Financial
Statements (CFS) prepared by the Company
includes financial information of the Subsidiary,
Joint Venture and their contribution to the overall
performance of your Company during the year under
review. The statement containing the salient features
of our subsidiaries in the prescribed form AOC-1 is
appended as Annexure-1 to the Director's Report and
forms part of this report. The Statement provides the
detailed performance of the Subsidiaries including
associate company and Joint venture.

The company has 2 subsidiaries and 1 Joint Venture
Company as on 31st March, 2025 as mentioned below :

1. MSP Cement Ltd - Wholly owned Subsidiary

2. Prateek Mines and Minerals Pvt Ltd - Subsidiary

3. Madanpur Southcoal company Ltd. - Joint
Venture Company

Your Company has formulated a policy for
determining ‘Material Subsidiary’, in terms of
the Regulation 16(c) of the Listing Regulations,
as amended from time to time. The said policy
can be accessed on the Company’s website at
the link:
https://www.mspsteel.com/images/

corporate-policies/POLICY-FOR-DETERMINING-
MATERIALITY-OF-EVENTS.pdf
.

8. PUBLIC DEPOSITS

During the year ended 31st March, 2025, the Company
had not accepted any public deposits and no
amount on account of principal or interest in public
deposits was outstanding as on 31st March, 2025.

9. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The Company has disclosed the full particulars of
the Loans given, Investments made, or Guarantees
given or Security provided as required under Section
186 of the Companies Act, 2013, Regulation 34(3) and
Schedule V of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 in the notes to
financial statements forming part of the Annual
Report. Investments made or Guarantees given or
Security provided are within the limit as prescribed
under Section 186 of the Companies Act, 2013.

10. CORPORATE GOVERNANCE

Your Company is committed to upholding the
highest standards of corporate governance
and ensuring full compliance with the corporate
governance requirements as prescribed under the
SEBI Listing Regulations.

A Certificate from the Secretarial Auditor confirming
compliance with the conditions of corporate
governance is annexed to the Report on Corporate
Governance, which forms part of this Annual Report.

11. BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT (BRSR)

The Company does not fall under the top 1000 listed
companies based on the market capitalization
as on 31st December 2024 Therefore, the BRSR as
stipulated under Regulation 34(2) (f) of the Listing
Regulations is not applicable to the Company for
the FY 2024-2025.

12. ANNUAL RETURN

As per Provision of Section 92(3) read with section
134(3)(a) of the Companies Act, 2013, copies of
the Annual Return of the Company prepared in
accordance with Section 92(3) of the Act read
with Rule 12 of the Companies (Management and
Administration) Rules, 2014 are placed on the
website of the Company and are accessible at the
web-link
https://www.mspsteel.com/investors/
annual-report-and-returns/annual-returns

13. DIRECTORS & KEY MANAGERIAL PERSONNEL

Your Board of Directors comprises a balance mix
of Executive as well as Non-Executive Directors
including the women directors. Directors have rich
experience and expertise across a range of fields

such as corporate finance, strategic management,
accounts, legal, marketing, brand building, social
initiative, general management, and strategy.
All Independent Directors meet the criteria of
independence as prescribed under section 149 (6)
of the Companies Act, 2013. All other Directors are
liable to retire by rotation as per the provisions of the
Companies Act, 2013, except Independent Directors
appointed to the Board.

• Appointment/Re-appointment/Cessation
of the Directors

Appointment as Joint Managing Director:

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

Re-appointment of Managing Director:

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

Re-appointment of Independent Director:

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

Resignation of Independent Director:

Mr. Prateek Bansal resigned from the post of
Independent Director of the Company with
effect from 12th August 2024 due to other

commitments. The Board places on record its
appreciation for the invaluable contribution
and guidance provided by him to the Company
over the years.

Cessation of Independent Director:

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

Appointment of Independent Director:

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

• Declaration by Independent Director

Pursuant to the provisions of Section 149(6) of
the Companies Act, 2013 and Regulation 16(1)(b)
of the SEBI Listing Regulations, the Independent
Directors have submitted declarations
that each of them meets the criteria of
independence. There has been no change in
the circumstances affecting their status as
independent directors of the Company

In the opinion of the Board, all Independent
Directors possess requisite qualifications,
experience, expertise and hold high standards
of integrity required to discharge their duties
with an objective independent judgment and
without any external influence. The list of key
skills, expertise and core competencies of the
Board, including the Independent Directors,
forms a part of the Corporate Governance
Report of this Integrated Annual Report.

None of the Directors on the Board of your Company
are disqualified for being appointed as a Director
as specified under Section 164(2) of the Act read
with Rule 14(1) of the Companies (Appointment and
Qualification of Directors) Rules 2014 or applicable
regulations of the Listing Regulations.

Key Managerial Personnel

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

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

14. DETAILS OF BOARD AND COMMITTEE
MEETINGS

1. Committees of the Board

In order to align the prospects of the Company
with focused attention on the business and
for better governance and accountability,
the Board has constituted the Committee as
required under Companies Act, 2013 and SEBI
Listing Regulation.

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

2. Meetings of the Board of Directors &
Independent Directors

During the year under review, 17 meetings of
the Board of Directors were held. The details
of the meetings of the Board of Directors
of the Company held and attended by the
Directors during the FY 2024-25 are given in the
Corporate Governance Report forming part of
this Integrated Annual Report.

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

15. BOARD EVALUATION

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

As per the evaluation process outlined by the NRC,
the Board conducted its annual performance
evaluation of the Board itself, its committees, and
individual Directors. Additionally, the independent

directors performed an annual evaluation of the
Chairman, the non-independent directors, and the
Board as a whole. The Chairman of each Committee
presented the evaluation report to the respective
Committee members. The Board then assessed the
performance of each Committee based on these
evaluation reports. A consolidated performance
evaluation report was provided to the Chairman
of the Board for his review and to offer feedback
to each Director. The Evaluation process increases
Board effectiveness and maximize strengths and
tackle weaknesses.

16. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

In terms of the provisions of Section 197(12) of the Act
read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014, as amended, a statement showing the
names and other particulars of the employees
drawing remuneration in excess of the limits set
out in the said rules and the disclosures relating
to remuneration and other details, is annexed as
Annexure-3 to this report.

17. NOMINATION & REMUNERATION POLICY

In accordance with Section 178(3) of the Act
and Regulation 19 of the Listing Regulations, the
Company has implemented a Nomination &
Remuneration Policy. This policy outlines the guiding
principles, procedures, and criteria for the selection
and appointment of Directors, Key Managerial
Personnel, and Senior Management Personnel. It
includes criteria for determining qualifications,
positive attributes, the independence of Directors,
and the remuneration of Directors, Key Managerial
Personnel, Senior Management Personnel, and
other Employees.

Details of the policy are included in the Report on
Corporate Governance, which forms part of the
Annual Report. The policy is also available on the
Company's website at the following link:
https://
www.mspsteel.com/about-us/corporate-policies

18. CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (csr) Committee
has been constituted in accordance with Section
135 of the Companies Act, 2013.

The Company is committed to enhancing the quality
of life in communities through sustainable and
inclusive CSR initiatives. Guided by our CSR Policy,
the Company undertakes various activities aimed

at creating long-term value for all stakeholders. The
key features of our CSR Policy are detailed in the
Annual Report on CSR activities, which is annexed to
the Board’s Report. For more information, the full CSR
Policy is available on our website.

A detailed report on the Company’s CSR activities
is annexed herewith as
Annexure-2 to the Board’s
Report. The CSR policy is available on the website
of the Company at
https://www.mspsteel.com/
images/corporate-policies/corporate-social-
responsibility-policy.pdf.

19. RISK MANAGEMENT

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

20. VIGIL MECHANISM/WHISTLE BLOWER

In compliance with the provisions of Section 177(9)
of the Companies Act, 2013 and Regulation 22 of the
Listing Regulations, the Company has implemented
robust vigil mechanism which includes Whistle
Blower Policy approved and adopted by Board
of Directors of the Company to report safe and
supportive workplace for all employees and
associates and to avoid violation of the Company’s
Code of Conduct & Ethics.

The details of the Whistle Blower Policy are provided
in the Corporate Governance Report and is also
available at on the website of the Company at
the web-link:
https://www.mspsteel.com/about-us/
corporate-policies

21. PREVENTION, PROHIBITION AND REDRESSAL
OF SEXUAL HARASSMENT OF WOMEN AT THE
WORKPLACE

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

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

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

• Number of sexual harassment complaints
received:
NIL

• Disposed off during the year: NIL

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

22. MATERNITY BENEFIT COMPLIANCE

The Company is in compliance with the provisions
of the Maternity Benefit Act, 1961. All eligible female
employees are granted maternity benefits in
accordance with the provisions of the Act, including
paid maternity leave, nursing breaks and protection
from dismissal during maternity leave. No instances
of noncompliances were observed during

the review period.

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

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

All related party transactions which were in the
ordinary course of business and on arm’s length
basis, of repetitive nature entered during the financial

year were approved by the Audit Committee Hence,
requirement of form AOC-2 pursuant to sec 134(8)
(a) of The Company’s Act 2013 read with Rule
8(2)
of the companies (Accounts) Rules, 2014 is not
applicable to the company

Details of the related party transactions, as per
Ind AS-24, have been disclosed in the notes to the
standalone/consolidated financial statements
forming part of the Annual Report 2024¬
2025. Additionally, disclosures of related party
transactions on a consolidated basis, in the format
specified by the relevant accounting standards,
have been submitted to the stock exchanges. These
disclosures can be accessed on the Company’s
website at
https://www.mspsteel.com/investors/
stock-exchange-compliances/related-
party-transaction

24. DIRECTORS RESPONSIBILITY STATEMENT

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

1. Financial Statements: In the preparation of the
annual accounts for the financial year ended
31st March 2025, the applicable accounting
standards had been followed along with
proper explanation relating to material
departures, if any.

2. Accounting Policies: The Directors had
selected such accounting policies and applied
them consistently and made judgments and
estimates that are reasonable and prudent
so as to give a true and fair view of the state
of affairs of the company at the end of the
financial year and of the profit and loss of the
company for that period.

3. Internal Controls: The Directors had taken
proper and sufficient care for the maintenance
of adequate accounting records in accordance
with the provisions of the Companies Act, 2013,
for safeguarding the assets of the company
and for preventing and detecting fraud and
other irregularities.

4. Going Concern: The Directors had prepared
the annual accounts on a going concern basis.

5. Internal Financial Controls: The Directors
had laid down internal financial controls to
be followed by the company and that such
internal financial controls are adequate and
were operating effectively.

6. Compliance with Laws: The Directors had
devised proper systems to ensure compliance
with the provisions of all applicable laws
and that such systems were adequate and
operating effectively.

25. SECRETARIAL STANDARDS

The Company has complied with all the applicable
provisions of Secretarial Standard on Meetings
of Board of Directors (SS-1), Revised Secretarial
Standard on General Meetings (SS-2), issued by
Institute of Company Secretaries of India.

26. LISTING ON STOCK EXCHANGES

The Company’s shares are listed on Bombay Stock
Exchange Limited and the National Stock Exchange
of India Limited.

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

The relevant information as required under sub¬
section (3)(m) of Section 134 the Act read with
Companies (Accounts) Rules, 2014 are given in
Annexure-4 to the Board's Report.

28. AUDITORS & AUDITOR’S REPORT
Statutory Auditors

M/s. Singhi & Co., Chartered Accountants, Kolkata,
(Firm Registration No. 302049E), Chartered
Accountants, were appointed as Auditors of the
Company, for a term of 5 (Five) consecutive years,
at the 55th Annual General Meeting held on 17th
September 2024 until the conclusion of the 60th
Annual General Meeting of the Company.

They had further confirmed that their appointment,
if made, would be within the limits prescribed under
Section 14l(3)(g) of the Companies Act, 2013 and
that they are not disqualified for appointment.
Accordingly, the proposal was placed in the 55th AGM
held on 17th September, 2024 for their appointment
as the Statutory Auditors of the Company.

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

The Statutory Auditors’ Report forms part of the
Annual Report as an integral part, it does not contain
any qualification, reservation or adverse remark
for the year under review. There was no instance
of fraud during the year under review to report to
the Audit Committee and/or Board under Section
143(12) of Act and Rules framed thereunder.

Secretarial Auditor

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

The Secretarial Audit Report (MR-3) for the FY 2024¬
25 under the Act read with rules made thereunder
and Regulation 24A of the Listing Regulations, is set
out in
Annexure-5 to this Report However, the report
does not contain any qualification, reservation or
adverse remarks.

Cost Auditor

The Company has maintained cost records as
specified by the Central Government under Section
148(1) of the Companies Act, 2013. Mr. Sambhu
Banerjee, Cost Auditor (Membership No. 9780), has
carried out the cost audit for applicable products
during the FY 2024-25.

The Board of Directors of the Company, on the
recommendation made by the Audit Committee,
have appointed Mr. Sambhu Banerjee, Cost Auditor
(Membership No. 9780), as the Cost Auditors of
the Company to conduct the audit of cost records
of products for the FY 2024-25 which has been
approved in the 55th AGM.

29. REPORTING OF FRAUD

The Auditors of the company have not reported any
fraud as specified under Section 143(12) of the Act.
Further, no case of Fraud has been reported to the
Management from any other sources.

30. INTERNAL FINANCIAL CONTROL AND
INTERNAL AUDIT SYSTEM AND THEIR
ADEQUACY

The Company has adopted and implemented robust
policies and procedures for ensuring the orderly and
efficient conduct of its business. The framework has
been meticulously designed to align with the size,
scale, and complexity of our operations.

Its primary objectives include safeguarding our
assets, ensuring compliance with all relevant laws,
preventing and detecting fraud, maintaining the
accuracy and completeness of our accounting
records, and ensuring the timely preparation of
reliable financial disclosures.

The Company has documented its internal financial
controls considering the essential components
of various critical processes, both physical and
operational. This includes its design, implementation
and maintenance along with periodic internal review.

31. SIGNIFICANT AND MATERIAL ORDERS

There are no such significant or material orders
passed by the regulators or courts or tribunals
impacting the going-concern status of the
company's operation in future.

32. INVESTOR SERVICES

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

33. LISTING FEES

The listing fees payable for the FY 2024-2025 have
been paid to Bombay Stock Exchange (BSE) and
National Stock Exchange of India Limited (nse)
within due date.

34. AWARDS AND RECOGNITIONS

Your company has received recognition from
several esteemed institutions, and we are proud to
share some of the awards presented to us, during
the year under review:

1. Green Pro Awards

2. QuPID Award 2024

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

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

5. Society of engineers and Managers Award.

6. Jombay WOW Workplace Award.

7. Recognised as ‘Most Trusted Brands of India’ by
Marksmen daily

35. OTHER DISCLOSURES/REPORTING

i) There are no material changes and
commitments affecting the financial position
of the Company which have occurred between
the end of the FY 2024-25 and the date
of this report.

ii) There is no change in the nature of business of
the Company during the year under review.

iii) The Company has not issued equity shares
with differential rights as to dividend,
voting or otherwise.

iv) The Company has not issued any sweat equity
shares to its directors or employees.

v) There was no revision of financial statements
and the Board’s Report of the Company during
the year under review.

vi) No application has been made under the
Insolvency and Bankruptcy Code; hence the
requirement to disclose the details of application
made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of
2016) during the year along with their status as
at the end of the financial year is not applicable.

vii) The requirement to disclose the details of
difference between the amount of the valuation
done at the time of onetime settlement and
the valuation done while taking loan from the
Banks or Financial Institutions along with the
reasons thereof, is not applicable.

viii) The disclosure pertaining to explanation for any
deviation or variation in connection with certain
terms of a public issue, rights issue, preferential
issue, etc. is not applicable to the Company.

ix) The Company’s securities were not suspended
during the year under review.

36. ANNEXURES FORMING PART OF THIS REPORT

The Annexures referred to in this Report and other

information which are required to be disclosed are

annexed herewith and form part of this Report:

Annexure

Particulars

1

FORM AOC-1

2

Corporate Social Responsibility for the
F.Y. 2024-25

3

Statement of Disclosures on
remuneration of directors and
employees of the Company

4

Particulars of Conservation of Energy,
Technology Absorption and Foreign
Exchange Earnings and Outgo

5

Secretarial Audit Report

37. CAUTIONARY STATEMENT

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

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

• Global and domestic demand and supply
conditions

• Selling prices of finished goods

• Availability and prices of inputs

• Changes in government regulations and tax laws

• Economic developments within the country
and globally

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

38. ACKNOWLEDGEMENTS

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

For and behalf of the Board
MSP STEEL & POWER LIMITED

Suresh Kumar Agrawal Saket Agrawal

Date: 25th August 2025 DIN: 00587623 DIN: 00129209

Place: Kolkata Chairman Managing Director