MSP Steel & Power Ltd

AGM Details

• Date and time: 30 September 2026, 3:00 PM IST.
• Mode: VC/OAVM; no physical venue.
• Quorum: 69 members attended.
• Remote e-voting window: 27–29 September 2026; voting during AGM until 15 minutes post.

Key Resolutions

• Ordinary: Adoption of Audited Financial Statements and Consolidated Accounts for FY 2025-26 — passed.
• Ordinary: Re-appointment of Suresh Kumar Agrawal as Director on rotation — passed.
• Special: Ratify remuneration payable to Cost Auditor for FY 2026-27 — passed.
• Special: Approval for overall managerial remuneration in excess of prescribed limits — passed.
• Special: Approval of remuneration to Suresh Kumar Agrawal, Non-executive Chairman — passed.
• Special: Approval of remuneration to Saket Agrawal, Managing Director — passed.
• Special: Approval of remuneration to Manish Agrawal, Joint Managing Director — passed.
• Ordinary: Approval of material related party transactions for FY 2026-27 — passed.

Dividend

• No dividend declared.

Director Changes

• Re-appointment of Suresh Kumar Agrawal as Director.

Auditor Appointments & Remuneration

• Cost Auditor remuneration ratified for FY 2026-27.
• No change in Statutory Auditor remuneration.

Material Related Party Transactions

• Approval of related party transactions for FY 2026-27 — approved.

MSP Steel & Power Ltd: Trading window closed from 1 October 2026 till expiry of 48 hours after the publish of Unaudited financial results for the 2nd Quarter ended 30 September 2026

Financial performance

• Revenue from operations: ₹284,296.43 lakh (FY25-26, Standalone).
• EBITDA: ₹18,073.05 lakh; EBITDA margin 6.36%.
• PAT: ₹3,385.09 lakh; earnings improved from prior-year losses.
• EPS: Basic ₹0.60; Diluted ₹0.56.
• Net debt to equity: 0.28x.

Operations & product portfolio

• Expanded product portfolio with MSP Premium TMT Bars (Sarvagunn Sampann).
• Broadened offerings to include MSP Structurals and expanded structural steel range.
• Major product revenue mix: TMT Bars ₹180,125.61 lakh; Pellets ₹86,164.11 lakh; others.
• Accelerated digital transformation across Procure-to-Market with AI and ERP.
• Capacity expansion plans toward 1.5 mtpa; WHRB power generation expansion.

Capital structure & liquidity

• Exited Corporate Debt Restructuring framework; RoR settled with lenders.
• Convertible warrants: 2.80 crore promoter warrants issued at ₹35; 25% upfront received.
• Dividend for FY2025-26: no dividend declared.
• Credit rating upgraded: CARE BBB+; Stable; Short-term CARE A2.

Governance & leadership

• Board comprises eight directors; four independent including one woman.
• FY25-26 board meetings: all eight directors attended; Independent Directors met on 14 Feb 2026.
• Audit Committee met six times; NRC met once; CSR Committee met once.

CSR & ESG

• CSR expenditure ₹296.64 lakh; focus on education, healthcare, livelihoods.
• Initiatives include 30 health camps; 60 students sponsored; 50+ women benefited.
• CSR policy available online; CSR report annexed to Board’s Report.

Outlook & strategic priorities

• Indian steel sector remains resilient; infrastructure investments support demand.
• Vision 2030 targets 1.5 mtpa capacity; focus on value-added products and retail reach.
• Sustainable manufacturing emphasis: energy efficiency, WHRB capacity expansion, and digital enablement.

Audit flags & controls

• Emphasis of matter: Deferred Tax Asset arising from OCD conversion; accounting treatment scrutinised.
• Internal controls robust; no fraud reported; secretarial and statutory audits in place.

AGM details

• AGM scheduled for 30 September 2026 at 3:00 PM IST via VC/OAVM.
• Record date for e-voting: 23 September 2026.
• Remote e-voting period: 27–29 September 2026.
• AGM notices, annual report available on company website.

Resolutions

• Item 1: Adoption of audited financial statements and consolidated financial statements (ordinary).
• Item 2: Reappointment of Suresh Kumar Agrawal as director by rotation (ordinary).
• Item 3: Ratification of remuneration for Cost Auditor for FY 2026-27 (ordinary).
• Item 4: Approval to pay managerial remuneration exceeding ceilings (special).
• Item 5: Approval to remunerate Suresh Kumar Agrawal up to ₹3 crores per year (special).
• Item 6: Approval to remunerate Saket Agrawal up to ₹3 crores per year (special).
• Item 7: Approval to remunerate Manish Agrawal up to ₹3 crores per year (special).
• Item 8: Approval for material related party transactions with MSP Sponge Iron Ltd (ordinary).

Related party transactions

• Counterparty: MSP Sponge Iron Ltd; Nature: sale of power, purchases, stores.
• Aggregate RPT value cap for FY 2026-27: ₹200 crores.
• FY2025-26 RPT value: ₹14,354.35 Lakhs, 5.05% of turnover.
• RPTs to be at arm's length, in the ordinary course.

Remuneration context

• Non-Executive Chairman remuneration proposed up to ₹3 crores per year.
• Managing Director remuneration proposed up to ₹3 crores per year.
• Joint Managing Director remuneration proposed up to ₹3 crores per year.

Scheme overview

• Demerger of manufacturing business transfers from MSP Sponge Iron Limited to MSP Steel and Power Limited.
• Scheme filed under sections 230-232; subject to regulatory approvals.
• Related party transaction; arm's length with valuations by independent valuers and fairness opinion.

Rationale and impact

• Consolidates manufacturing businesses under one entity for efficiency and scale.
• Expected cost efficiencies, enhanced revenues and profits over time.
• Eliminates intra-group cash flow blockages; improves capital utilization.
• Increases net worth of the combined business; unlocks value for stakeholders.
• Shareholders of Demerged Company will receive five MSP Steel shares per Demerged share.

Key terms and structure

• Nature: demerger of manufacturing business from the Demerged to the Resulting company.
• Approvals: Board approved; subject to regulatory approvals.
• Share exchange ratio: 5:1 (5 MSP Steel shares per 1 MSP Sponge share).
• No fractional shares; entitlements rounded down.
• MSP Steel has 2.8 million warrants convertible to equity shares.
• Pre/post-shareholding shifts: promoter stake rises to 59.52%, public to 40.48%.

Status and next steps

• Board approved the draft Scheme; awaits regulatory approvals.
• AGM scheduled for 30 September 2026.
• Internal and cost auditors appointed for 2026-27.

Financial results approved

• Quarter ended 30 June 2026; unaudited standalone and consolidated results approved.
• Limited Review Report on the quarter's financials approved.

Fund raise and fund utilisation

• 2,80,00,000 convertible warrants allotted; date 14 March 2026.
• Total consideration Rs 98.00 crore; upfront Rs 24.50 crore received.
• Funds utilised up to 30 June 2026: Rs 24.50 crore; unutilised balance zero.
• No deviation/variation in use of funds raised.
• No default on loans or debt securities for the quarter.

Key financial indicators

• Standalone revenue from operations: Rs 82,651.65 lakh.
• Standalone net profit: Rs 2,196.52 lakh.
• Consolidated revenue from operations: Rs 82,651.65 lakh.
• Consolidated total income: Rs 82,907.18 lakh.
• Consolidated net profit: Rs 2,197.53 lakh.
• Standalone EPS: Basic ₹0.39; Diluted ₹0.37.
• Consolidated EPS: Basic ₹0.39; Diluted ₹0.37.

Regulatory and compliance

• There was no default on loans or debt securities for the quarter.

Meeting Details

• Date: 31 July 2026; Location: Registered Office.

Key Agenda Items

• Consider and approve unaudited standalone and consolidated financial results for quarter ended 30 June 2026.
• Consider and approve Limited Review Report for the quarter ended 30 June 2026.

Other Notes

• Trading window closed from 1 July 2026; reopens 48 hours after results declaration.