Maharashtra Seamless Ltd

To the Members,

Your Directors are pleased to present the 37th Annual Report along with Audited Financial Statements of the Company for the

financial year ended 31st March 2025.

The highlights of the financial results are as under: ( in Crore)

Revenue from Operations during the year was 5,265.90 Crore as against 5403.12 Crore in the previous year, Pro t before tax for the year was 1,015.76 Crore as against 1246.09 Crore in the previous year, Pro t after Tax for the year was 792.85 Crore as against profit of 974.93 Crore in the previous year.

There is no change in the nature of the existing business of the Company.

During the year under review, there has been no change in the Authorised and Paid-up share capital of the Company. As on 31st March 2025, the Authorised Share Capital of the Company was 1070 Crore divided in to 114,00,00,000 Equity shares of 5 each and 50,00,00,000 Preference shares of 10 each and Paid-up Share Capital was 66.99 Crore divided into 13,39,99,252 Equity shares of 5 each.

The Board has recommended dividend of 10/- per equity share of 5/- each for the year ended 31st March, 2025, subject to the approval of the members at the ensuing Annual General Meeting. Dividend Distribution Policy as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the Company's website at http://jindal.com/msl/pdf/Dividend-Distribution-Policy.pdf

During the year no amount is proposed to be transferred to General Reserve.

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, as amended from time to time, the Company has prepared Consolidated Financial Statements as per Indian Accounting

Standards. The audited Consolidated Financial Statements along with Auditors' Report thereon forms part of this Annual Report.

As on 31st March, 2025, your Company had six subsidiaries, out of which two wholly owned subsidiary companies are registered in India and remaining four, including two wholly owned subsidiaries are registered outside India. There has been no material change in the nature of business of subsidiary Companies.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Financial Statements of the Company, Consolidated Financial Statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company i.e. www.jindal.com

Mr. Dharam Pal Jindal, Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

The Board of Directors based on the recommendation of the Nomination and Remuneration Committee, approved the appointment of Mrs. Dipika Agarwal as Independent Director for a period of ve years with effect from 28th September, 2025 subject to the approval of the Members at the ensuing Annual General Meeting. The Company has received a notice under Section 160 of the Companies Act, 2013 proposing her candidature as Independent Director of the Company.

Dr. (Mrs) Roma Kumar who was appointed as Independent Director for second term at the 32nd Annual General Meeting, will complete her tenure on 27th September, 2025 and accordingly would cease to be Independent Director of the Company.

During the year under review, Mr. P.N. Vijay and Mr. Sanjeev Rungta who had completed their second term of ve consecutive years as Independent Directors ceased as Directors of the Company on 25th September, 2024.

During the year under review, Mr. Kamal Kishore Bhartia and Mr. Mohan Gupta were appointed as Independent Directors for a period of ve years with effect from 26th September, 2024.

All Independent Directors of the Company have given declaration that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and are independent to the management of the Company. In the opinion of the Board, the Independent Directors appointed during the year possess the desired integrity, expertise and experience in their respective elds. The Independent Directors of the Company have con rmed that they have enrolled themselves in the Independent Directors' Databank maintained with the Indian Institute of Corporate A airs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for attending meetings of the Company.

Mr. Saket Jindal was reappointed as Managing Director with effect from 1st April, 2025, whose appointment was approved by the members of the Company by way of Postal Ballot on 11th March, 2025.

During the year, Mr. Arup Mandal was appointed as Chief Financial Officer on 27th January, 2025.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on 31st March, 2025 were Mr. Saket Jindal, Managing Director, Mr. Arup Mandal, Chief Financial Officer and Mr. Ram Ji Nigam, Company

Secretary.

During the year 2024-25, four meetings of the Board of Directors were held. Details of meetings are given in the Corporate Governance Report, which forms part of this Report.

The Board of Directors has carried out the Annual Performance Evaluation of its own, Committees of Board of Directors and

Individual Directors pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The performance of the Board was evaluated by the Board, after seeking inputs from all Directors on the basis of the criteria such as Board composition and structures, effectiveness of Board processes, information and functioning etc. Performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings etc. The

Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as contribution of the Individual Director to the Board and Committee meetings. Also in a separate meeting of Independent Directors, performance of Non-Independent Directors, Board as a whole and the Chairman were evaluated, taking into account the views of Executive Directors and Non-Executive Directors. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

The Salient features of the Company's policy on appointment and remuneration of Directors, key managerial personnel and other employees including criteria for determining quali cations, positive attributes, independence of Directors and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance Report, which forms part of this Report.

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time ("the Rules"), all unpaid or unclaimed dividends are required to be transferred by the

Company to the IEPF Authority after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Accordingly, the Company has transferred unpaid/ unclaimed dividend for upto FY 2016-17 along with relevant shares to the Investor Education and Protection Fund (IEPF). Details are also available on the website of the

Company www.jindal.com

The Company has constituted a Risk Management Committee to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified are systematically addressed through mitigating actions on continuous basis and monitored regularly with reference to statutory regulations and guidelines. The Company's business operations are exposed to a variety of financial risks such as market risks (foreign exchange risk, internal rate risk and price risk), Liquidity risk etc. The Board of the Company has approved the Risk Management Policy of the Company and authorized the Risk Management Committee to implement and monitor the risk management plan for the Company and also identify and mitigate various elements of risks, if any, which in the opinion of the Board may threaten the existence of the Company.

As per the provisions of Section 134(5) (e) of the Companies Act, 2013, the Company has in place adequate internal financial controls with reference to financial statements. Audit Committee periodically reviews the adequacy of internal financial controls.

During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

As required under Section 134(5) of the Companies Act, 2013, your Directors state:

(i) that in the preparation of the Annual Accounts for the year ended 31st March, 2025, the applicable accounting standards had been followed and there are no material departures;

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of a airs of the Company at the end of financial year and of the profit of the Company for that period; (iii) that 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) that the Annual Accounts for the year ended 31st March, 2025 have been prepared on a going concern basis. (v) that the internal financial controls laid down by the Board and being followed by the Company are adequate and were operating effectively. (vi) that the proper systems, devised by Directors to ensure compliance with the provisions of all applicable laws, were adequate and operating effectively.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 is available on the Company's website www.jindal.com

The Audit Committee of the Company consists of Mr. Ashok Bhandari, Chairman, Mr. Dharam Pal Jindal, Mr. Kamal Kishore Bhartia and Mr. Mohan Gupta as its other members. The terms of reference are in conformity with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015.

The Company has adopted a Whistle blower policy and has established the necessary vigil mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of conduct. The said policy has been disclosed on the Company's website at - http://jindal.com/msl/pdf/Vigil-Mechanism-MSL.pdf

In compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business

Responsibility and Sustainability Report, detailing various initiatives taken by the Company on environmental, social and governance fronts is forming part of this report.

All contracts/ arrangements/transactions entered into by the Company with the related parties during the year were in the ordinary course of business and on an arm's length basis. Hence, the disclosure under Form AOC-2 is not applicable to the

Company.

The Corporate Social Responsibility Committee has formulated a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities, which has been approved by the Board. The CSR policy may be accessed on the Company's website at http://jindal.com/msl/pdf/CSR-Policy-MSL.pdf The Annual Report on CSR activities in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules,

2014 is annexed to this Report.

Corporate Governance Report along with Auditors' Certificate complying with the conditions of Corporate Governance as stipulated in Regulation 34 read with Para C of schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been annexed as a part of this Annual Report.

A detailed analysis of your Company's performance is discussed in the Management Discussion and Analysis Report which forms part of this Annual Report.

The Company has constituted an Internal Complaints Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is as under: a. Number of complaints received during the financial year-NIL b. Number of complaints disposed o during the financial year-NIL c. Number of complaints pending for more than ninety days or as on end of the financial year-NIL

A statement containing the highlights of performance Subsidiary, Associates and Joint Venture of the Company given in Form AOC-1 forms part of the Financial Statements.

Pursuant to provision of Section 139 of the Companies Act, 2013 and rules made there under, M/s Kanodia Sanyal & Associates, Chartered Accountants were appointed as Auditors of the Company from the conclusion of 34th Annual General Meeting of the Company, until the conclusion of 39th Annual General Meeting.

The Auditors have not reported any instances of fraud committed in the Company by its o cers or employees, to the Audit

Committee.

M/s Kanodia Sanyal & Associates has issued Audit Reports with unmodi ed opinion on the Standalone Financial Statements of the Company for the year ended 31st March, 2025. The Notes on the Financial Statements referred to in the Audit Report are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) (f) of the Companies Act, 2013.

Further, the Statutory Auditors of the Company have given modified opinion on the Consolidated Financial Statements of the Company for the financial year ended 31st March, 2025. The qualification in the Consolidated Financial Statements and management response to the aforesaid qualification is given as under:-

During the year, the Company has made and maintained Cost Account and Records in terms of provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014. The Company has appointed M/s R. J. Goel & Co. Cost Accountants as Cost Auditors under Section 148 of the Companies Act, 2013, for audit of cost records of the Company for the year ending 31st March, 2026.

During the period, the Company has duly complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India. i.e. SS-1 and SS-2 relating to ‘Meetings of the Board of Directors' and ‘General Meetings respectively.

The Board had appointed Mr. Namo Narain Agarwal, (FCS No. 234) Company Secretary in practice to conduct Secretarial Audit for the financial year ended 31st March, 2025. The Secretarial Audit Report for the year ended 31st March, 2025 is annexed herewith to this Report. With reference to the qualification contained in the Secretarial Audit Report regarding delay in appointment of Chief financial Officer. It is submitted that the delay was primarily due to the extensive search and evaluation undertaken to identify a suitable candidate with the requisite qualifications and experience.

Further, in terms of the amended Regulation 24A of the Listing Regulations, M/s Ajit Mishra & Associates, Company Secretaries have been recommended by the Audit Committee and the Board of Directors for appointment as the Secretarial Auditors of the Company, for a term of ve consecutive years, beginning from financial year 2025-26, for the approval by the shareholders of the Company at the ensuing Annual General Meeting.

Particulars of loans, guarantees and investments have been disclosed in the Standalone Financial Statements of the Company.

The Company has not accepted any deposits from Public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is annexed hereto.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed with this report. Particulars of employees, as required under Section 197(12) of the Companies Act, 2013 (Act) read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. However, in pursuance of Section 136(1) of the Act, this report is being sent to the shareholders of the Company excluding the said information. The said information is available for inspection by the members at the registered officeof the Company during working hours up to the date of the Annual General Meeting. Any member interested in obtaining such information may write to the Company Secretary at the corporate officeof the Company.

No material changes and commitments, affecting the financial position of the Company have occurred after the end of the financial year ended 31st March, 2025 and till the date of this report.

Your Directors state that there being no transactions with respect to following items during the year under review, no disclosure or reporting is required in respect of the same:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of your Company under any scheme.

3. Neither the Managing Director nor the Whole-time Director of your Company receive any remuneration or commission from any of its subsidiaries.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

5. Buy-back of shares.

6. No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

7. No settlements have been done with banks or financial institutions.

8. The Company complied the provisions of the Maternity Benefits Act, 1961 during the year.

Your Directors place on record their appreciation for the assistance and co-operation received from Central Government, State Government of Maharashtra and all other Government agencies, ONGCL, Oil India, other PSUs, Banks, Insurance Companies, Credit rating agencies and Stakeholders.

Your Directors wish to place on record their deep sense of appreciation for the devoted contribution made by the employees at all levels.