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Dear Members,
Your Directors are pleased to present the 11th Annual Report on the
performance of your Company, together with the Auditors' Report and Financial Statements
for the year ended 31.03.2026 and the Report thereon by the Comptroller and Auditor
General of India.
1.0 BACKGROUND
Ministry of Corporate Affairs vide order dated 06.10.2022 had accorded
approval of Scheme of Arrangement between NMDC Limited ('Demerged Company') and NMDC Steel
Limited ('Resulting Company') and their respective shareholders and creditors involving
demerger of 3 MTPA capacity green-field Integrated Steel Plant in Nagarnar, located 16 km
from Jagdalpur, Chhattisgarh. It is strategically located near NMDC's Bailadila mines
consisting of high-grade iron ores. It is connected to Visakhapatnam seaport via rail
& road and is around 300 km away from the capital of Chhattisgarh State, Raipur.
Special care and focus have been maintained for making sure that every possible unit of
energy could be saved by utilizing energy-efficient technologies such as Pulverized Coal
Injection,
Coke Dry Quenching and Top Recovery Turbine, waste heat recovery
options and efficient alternate fuel resources.
1.1 State of Company's Affairs & Performance Highlights
The financial performance of the Company for the financial year 2025-26
vis-a-vis the previous financial year 2024-25 was as under:-
| Particulars |
Amount (Rs in crore) |
|
2025-26 |
2024-25 |
| A. Income |
|
|
| 1 Sale of HR Coils |
11,608.58 |
6,528.30 |
| 2 Other Sales |
2,033.23 |
1,974.75 |
| 3 Revenue from Operations |
13,641.81 |
8,503.05 |
| 4 Other Income |
86.00 |
71.51 |
| 5 Total Income |
13,727.81 |
8,574.56 |
| B. Expenditure |
|
|
| 1 Cost of materials consumed |
8,594.27 |
7,256.45 |
| 2 Employee benefit expense |
136.58 |
94.88 |
| 3 Finance cost |
486.64 |
651.94 |
| 4 Depreciation and amortization expense |
1,041.78 |
953.04 |
| 5 Other expenses |
3,094.57 |
2,659.34 |
| 6 Total |
13,353.84 |
11,615.65 |
| 7. Changes in inventories of finished goods and
work-in progress |
298.19 |
280.63 |
| 8. Total Expenditure |
13,652.03 |
11,896.28 |
| C. Profit / Loss Before Tax (PBT) |
75.78 |
(3,321.72) |
| D. Taxes |
17.06 |
(947.94) |
| E. Profit/Loss after Tax |
58.72 |
(2,373.78) |
1.2 Other Financial Parameters
| Particulars |
Amount (Rs in crore) |
|
As on 31.03.2026 |
As on 31.03.2025 |
| 1 Total Borrowings |
4,601.94 |
5,897.64 |
| 2 Short Term Borrowings |
1,760.38 |
2,608.33 |
| 3 Long Term Borrowings |
2,841.56 |
3,289.31 |
| 4 Total Equity / Net worth |
13,173.20 |
13,114.48 |
| 5 Current Assets |
6,459.00 |
5,850.87 |
| 6 Current Liabilities |
12,195.26 |
9,900.65 |
| 7 Working Capital |
(5,736.26) |
(4,049.79) |
| 8 Total Liabilities |
15,064.08 |
15,352.59 |
| 9 Total Assets |
28,237.28 |
28,467.07 |
| 10 EBITDA |
1,604.44 |
(1,716.89) |
| 11 Finance Cost - P & L |
486.64 |
651.94 |
2.0 PHYSICAL PERFORMANCE
2.1 Production
The details of the actual production for the financial year 2025-26
vis-a-vis the previous financial year was as under:
| Items |
2025-26 |
2024-25 |
| Hot Rolled Coils |
23,24,902 |
14,38,646 |
| Liquid Steel |
24,24,846 |
15,07,543 |
| Hot Metal |
30,71,480 |
20,00,077 |
| Pig Iron |
5,12,755 |
4,11,690 |
2.2. Product-wise Sales
| Items |
2025-26 |
2024-25 |
|
Quantity (MT) |
Amount ( Rs. in crore) |
Quantity (MT) |
Amount ( Rs. in crore) |
| 1. Hot Rolled Coils |
24,54,682 |
11,608.58 |
14,14,190.63 |
6528.30 |
| 2. Pig Iron |
5,09,485 |
1,627.20 |
4,33,875.95 |
1466.71 |
| 3. Pit Iron |
1,523 |
4.23 |
15,706.34 |
51.47 |
| 4. Coke Products |
48,515.30 |
67.32 |
1,08,306.80 |
163.75 |
| 5. Coal Tar |
63,344 |
231.52 |
55,290.95 |
201.63 |
| 6. Others |
9,58,418.35 |
102.96 |
7,02,596.25 |
91.19 |
There has been no change in the nature of business for the year under
review.
3.0 TRANSFER TO RESERVES
The Company has not transferred any amount to the General Reserve
during the financial year 2025-26.
3.1 Dividend Distribution Policy
The Board of Directors of the Company in its meeting held on 25.01.2023
had approved the Dividend Distribution Policy of the Company and the same is available at
the link: https://www.nsltd.in/en/ investors/policies-and-documents . Further, the
Board has not recommended / declared any dividend for the financial year 2025-26.
3.2 Share Capital
The details of the Share Capital are as follows:
a) Authorized Share Capital
As on 31.03.2026, the Authorized share capital of the Company was
Rs.3,000 crores divided into 300,00,00,000 equity shares of Rs.10/- each.
b) Paid-up Share Capital
As on 31.03.2026, the Paid-up Share Capital of the Company was
Rs.2,930.61 crores divided into 293,06,05,850 equity shares of Rs.10/- each.
3.3 Material Changes and Commitments affecting the financial position
of the Company which have occurred between the end of financial year of the Company to
which the financial statements relate and the date of the report: Nil
3.4 Deposits
During the financial year 2025-26, the Company has not accepted any
deposits falling within the purview of Section 73 of the Companies Act, 2013 and Rules
made thereunder.
3.5 Non-Convertible Debentures (NCDs)
Pursuant to the Ministry of Corporate Affairs'
Order dated 06.10.2022 approving the Scheme of Arrangement for the
demerger of the Iron & Steel Plant from NMDC Limited (Demerged Company) to NMDC Steel
Limited (Resulting Company), Non-Convertible Debentures (NCDs) amounting to Rs.523.80
crore were transferred to NMDC Steel Limited. The Company redeemed the NCDs on the due
date i.e. 28.08.2025 along with accrued interest of Rs.42.98 crore. Consequently, there
are no outstanding NCDs or related interest liabilities in the books of the Company as on
31.03.2026.
During the year under review, the Company did not issue any further
NCDs.
4.0 INTERNAL CONTROL SYSTEMS W.R.T FINANCIAL STATEMENTS
Necessary disclosure in respect of Internal Control Systems and their
adequacy has been made in Annexure-A to the Independent Auditors'
Report dated 29.05.2026 which forms part of the Annual Report.
5.0 STATUS OF SUBSIDARY, JOINT VENTURE AND ASSOCIATE COMPANY
The Company does not have any subsidiary, joint venture or associate
Company.
6.0 (a) PARTICULARS OF LOANS, GUARANTEES
AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013.
Necessary details in this regard have been disclosed in the financial
statements.
(b) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
DISCLOSURES
Disclosure on related party transactions forms part of the Notes to the
Financial Statements. Further, the details of prescribed related party transactions are
also annexed in Form AoC-2 as annexed to this Report.
(c) MAINTENANCE OF COST RECORDS
Section 148(1) of the Companies Act, 2013 specifies the provisions of
maintenance of Cost Records of the Company. The Company is maintaining such records as per
Rule 4(2) of the Companies (Cost Records and Audit) Rules 2014 under both regulatory and
nonregulatory services.
7.0 ENVIRONMENT MANAGEMENT
7.1 Environmental clearances
Your Company has obtained the following Environmental Clearances from
the Ministry of Environment, Forest and Climate Change, New Delhi.
a) Environment Clearance (EC) for 03 MTPA NSL, Nagarnar granted by
MoEFCC, Delhi on
25.09.2009 and same is amended vide dated 05.12.2014 and on 14.08.2018.
b) Environment Clearance for NSL Residential Complex by SEIAA,
Chhattisgarh on 03.12.2018.
7.2 Consent to Establish, Consent to Operate
& Authorization under Hazardous Waste Management and Biomedical
Waste
Management
I. 3 MTPA NSL Plant at Village Nagarnar:-
(a) Consent to Establish (CTE) for 03 MTPA NSL, Nagarnar granted by
CECB, Raipur on
28.08.2010 and same is amended vide letter No. 5274/TS/CECB/2018 dated
26.09.2018.
(b) Consent to Operate (CTO) for 03 MTPA NSL, Nagarnar granted by CECB,
Raipur on 13.09.2019 and being renewed further. The existing CTO is granted and issued by
CECB to NSL on 20.08.2025 vide letter no. No. 5692 /TS/ CECB/2025 and is valid till
31.08.2028.
(c) Authorization under the Hazardous and Other Wastes (Management
& Transboundary Movement) Rules, 2016 is granted and issued by CECB on 04.06.2024 vide
letter No. 1818/HSMD/ HO/CECB/2024 and is valid till 02.06.2029.
(d) Authorization under Biomedical Waste Management Rules 2016 is
granted and issued by CECB on 06.06.2024 vide letter No. 1890/ BMW /HO /CECB /2024 and is
valid till 16.03.2027.
II. NSL Residential Complex at Village: Chokawada and Dhanpunji
(a) Consent to Establish (CTE) for NSL Residential Complex granted by
CECB, Raipur on 12.04.2023 and same is vide letter No. 160/TS/CECB/2023.
(b) Consent to Operate (CTO) for NSL Residential Complex granted by
CECB, Raipur on 02.01.2025 vide letter No. 8864/TS/CECB/2025 and is valid till 08.10.2029.
(c) Authorization under Biomedical Waste Management Rules 2016 is
granted and issued by CECB to Primary Health Centre, NSL Residential Complex on 13.09.2024
vide letter No. 1216/HO/BMW/CECB/2024 and is valid till 10.05.2027.
(d) Consent of the Board under Section 25/26 of the Water (Prevention
and Control of Pollution) Act, 1974 and under Section 21 of the Air (Prevention and
Control of Pollution) Act, 1981 is granted and issued to NSL Primary Health Centre on
29.08.2024 vide letter No. 672/RO/ TS/CECB/2024 and is valid till 07.05.2029.
7.3 Forest clearances
Your Company has obtained the following Forest
Clearances from the Ministry of Environment, Forest and Climate Change,
New Delhi.
(a) Forest clearance for construction of integrated Steel plant (3
MTPA) at Nagarnar, Tahsil - Jagdalpur, Distt.-Bastar (CG), Forest land-25.72 Ha on
06.05.2011.
(b) Forest clearance for construction of Railway Lining for integrated
Steel plant (3 MTPA) at Nagarnar, Tahsil-Jagdalpur, Distt. Bastar (CG), Forest land-10.763
Ha on 17.05.2010.
(c) Forest clearance for laying of U/g water pipeline from Kolab
(Sabri) river near Tiriya to Nagarnar for integrated Steel plant (3 MTPA) at Nagarnar,
Tahsil-Jagdalpur, District Bastar (CG), Forest land - 26.136 Ha.
(d) Forest clearance (Stage-1) for diversion of 9.8 Ha forest land for
construction of ITI, Polytechnic and Other associated infrastructure granted by MoEFCC,
New Delhi on 31.03.2025 vide letter no. FC II/IROCH/22/2023/14137.
7.4 Certified Compliance Report (CCR)
NA
7.5 Environmental Initiatives.
Coke Dry Quenching - Waste Heat Recovery Boiler
High Pressure Liquor Ammonia Aspiration (HPLA) System
Hydro Jet Door Cleaners
Land Based Pushing Emission Control (PEC)
H2S recovery
MBR based Coke Oven ETP
Top Pressure Recovery Turbine (TRT) in Blast Furnace
Coal Dust Injection (CDI) in Blast Furnace
Cast House & Stock House Dedusting Systems
Sinter Plant and Blast Furnace Waste Energy Recovery
Dog House for BOF Converters
Use of Continuous Casting Technology
Thin Slab continuously casting and Rolling
Zero Liquid Discharge
Oxygen injection in iron making process along with coal for
productivity improvement and GHG reduction.
Mix-gas from process units having higher hydrogen content is
used in different plant combustion process and power generation to reduce green-house gas
emission.
Installation of recovery-based Coke Oven Plant having By-product
plant facility for recovery of various by-products, which is equipped with sulphur
recovery units for minimizing SO2 emission.
In SMS Plan, Basic Oxygen Furnace for waste gas recovery for use
in plant as fuel.
In the Plant units for emission control purposes, Multiple
Electro-Static Precipitators, Bag Filters, Dry Fog Dust Suppression Systems, Scrubbers,
cyclone separators along with various allied machineries are installed.
Establishment of Effluent Treatment Plant at all the major plant
units having Primary and Secondary followed by Final UF-RO Treatment process for recycling
of treated water in respective process units. In addition, Centralized Zero Liquid
Discharge Plant is installed for treatment of RO reject water centrally and recycling of
the same in plant process, dust suppression and in plantation. Cascading use of water is
also ensured through primary to secondary usage for water conservation purposes.
Development of green cover in and around NSL, Nagarnar.
Presently, around 139 Ha area of green belt has already been developed and it is being
carried out to achieve the target of more than 33% green belt area (~240 ha) as per MoEFCC
guidelines. Additionally, plantation and distribution activities are being carried out in
the 13 surrounding villages of NSL, Nagarnar.
02 nos. of MOUs are signed with DFO, Bastar Forest Division,
Jagdalpur and DFO, Research & Extension, Social Forestry Division, Jagdalpur for
distribution of 10 lakh plant saplings among the local villagers near the project area.
Recycling of various hazardous wastes generated at NSL such as
decanter tar sludge, BOD plant sludge in coal carbonization process.
For effective implementation and monitoring of Environment
Quality Parameters,
Integrated Management system has been implemented in NSL plant for ISO
14001
(Environmental Management System) along with other standards such as
ISO 9001 (Quality Management System), ISO 45001 (Occupation Health and Safety Management
System) and ISO 50001 (Energy Management System).
Continuous Emission Monitoring System is installed at all
process stacks and data connectivity to the central server of CPCB/ CECB for real time
data monitoring.
Various Environmental Awareness Programmes are organized in
nearby schools at village Nagarnar and Dhanpunji for creating Environmental Awareness.
8.0 IMPLEMENTATION OF INTEGRITY PACT
The Integrity Pact has been adopted in the Company. Threshold value for
cases to be covered under IP is Rs.1.00 Crore and above for both materials and contracts.
Hence, all the tenders having estimated cost Rs.1.00 crore and above are issued with
Integrity Pact.
9.0 IMPLEMENTATION OF OFFICIAL LANGUAGE POLICY
During the year 2025-26, sustained efforts were undertaken to further
strengthen the implementation of the Official Language Policy and to promote the wider use
of Hindi in the Company's administrative and functional activities.
To encourage the progressive use of Hindi in official work, Official
Language Fortnight was observed from 14th to 28th September, 2025. On this occasion, a
variety of competitions, awareness programmes and employee engagement activities were
organized for officers and employees. Participants demonstrating excellence were honoured
with prizes and certificates.
The Official Language Implementation Committee convened its meetings
regularly in all four quarters of the year to review progress and provide policy guidance.
The Committee emphasized several important measures, including:
- Issuance of official communications in bilingual format.
- Enhanced use of Hindi in day-to-day correspondence.
- Ensuring responses to letters received in Hindi are furnished in
Hindi.
- Greater use of Hindi in file noting, drafting and internal
documentation.
- Promotion of Hindi typing, translation and language facilitation
across departments.
- Encouraging employees to increasingly adopt Hindi in routine official
work.
The Monthly Hindi Incentive Scheme remained in operation throughout the
year. Under this initiative, officers and employees making noteworthy contributions
towards the use of Hindi in official work were recognized through incentive awards.
Creative and literary expression in Hindi continued to receive
encouragement. Selected articles and writeups contributed by employees and officers were
published in the magazine "Khanij Bharti," reflecting active employee
participation in the promotion of the language.
To support ease of working in Hindi, Hindi fonts, Unicode-enabled tools
and typing facilities continued to be provided on office computer systems, enabling smooth
and efficient usage of Hindi in digital platforms.
The Human Resources Department continued to orient newly inducted
employees on the importance of using Hindi in official communication and encouraged them
to actively adopt bilingual work practices from the outset.
The Company also participated actively in the half-yearly meetings of
the City Official Language Implementation Committee, Jagdalpur, where constructive
exchange of ideas and best practices took place. In recognition of the commendable efforts
made by NMDC Steel Limited towards promotion of Hindi, the Committee conferred a Special
Appreciation Certificate during the year.
Through continuous awareness drives, workshops and motivational
initiatives, the Company reaffirmed its commitment to strengthening the effective use of
Hindi and advancing the objectives of the Official Language Policy across the
organization.
10.0 DETAILS REQUIRED TO BE FURNISHED IN TERMS OF MICRO, SMALL &
MEDIUM ENTERPRISES DEVELOPMENT ACT, 2006.
The Company has taken following steps to procure Goods and Services
from MSE firms, MSE SC/ ST & Women Entrepreneurs.
NMDC Steel Limited (NSL) has organized a 02-day Joint Vendor
Development Program cum Product
Exhibition for MSE SC/ ST Vendor & MSE Woman entrepreneur meet at
Raipur in Collaboration with MSE DFO Raipur in Feb 2025. During the event the vendors were
informed & explained in detail about the requirements of NSL and tendering process
being followed at NSL to encourage their participation.
NSL has also participated in various Vendor meets organized by Ministry
of Micro, Small and Medium Enterprises in association with DICCI.
Besides this, delegates from some of the MSME Vendor Associations from
Chhattisgarh are visiting and interacting with NSL officials at regular intervals to
understand the detailed requirements of NSL.
For encouraging MSE firms, procurements are done through GeM Portal and
price preference to MSE firm
as per GeM Guidelines are being followed. During the year 2025-26, NSL
has achieved the overall targets of MSE as per Public Procurement Policy. Details are as
follows:
| Description |
As per GOI targets |
Actual Achieved |
| Procurement from MSE firms |
25% |
5.51% |
| Procurement from SC/ ST owned MSE firms |
4% |
0.46% |
| Women Owned MSE firms |
3% |
2.97% |
11.0 MANPOWER
The manpower strength of the Company as on 31.03.2026 was 2,780.
| Particulars |
Male |
Female |
Total |
| (1) (2) |
(3) |
(4) |
(5) |
| 1 On roll Executives |
216 |
15 |
231 |
| 2 On roll Non-Executives |
650 |
164 |
814 |
| 3 Contractual Executives engaged on Consolidated Pay |
130 |
03 |
133 |
| 4 Contractual Non-Executives engaged on Consolidated pay |
349 |
03 |
352 |
| 5 MECON migrated WMC/O&M Executives on contractual rolls
of NSL |
826 |
07 |
833 |
| 6 Contractual Basis for NSL (CE-02 to CE-10) |
408 |
09 |
417 |
| Total |
2,579 |
201 |
2,780 |
| Description |
SC |
ST |
OBC |
UR |
Minority |
PwD |
| (1) (2) |
(3) |
(4) |
(5) |
(6) |
(7) |
(8) |
| 1 On roll Executives |
27 |
14 |
54 |
136 |
14 |
03 |
| 2 On roll Non-Executives |
12 |
431 |
173 |
198 |
113 |
07 |
| 3 Contractual Executives engaged on Consolidated Pay |
10 |
06 |
31 |
86 |
10 |
-- |
| 4 Contractual Non-Executives engaged on Consolidated pay |
25 |
02 |
106 |
219 |
12 |
-- |
| 5 MECON migrated WMC/O&M Executives on contractual rolls
of NSL |
46 |
18 |
189 |
580 |
49 |
01 |
| 6 Contractual Basis for NSL (CE-02 to CE-10) |
67 |
29 |
136 |
185 |
27 |
-- |
| Total |
187 |
500 |
689 |
1,404 |
225 |
11 |
Note 1: - Apart from the above manpower, NSL has awarded various
Operation & Maintenance Contracts for different plant units.
Note 2: - The above manpower includes 225 nos. from Minorities and 11
nos. from Persons with Disabilities
11.1 Particulars of employees drawing remuneration of Rs.8.5 lakhs per
month or Rs.1.02 crores per annum under Section 197 of the Companies Act, 2013 read with
Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 as amended.
Nil
11.2 Statement on Prevention of Sexual Harassment of Women at Workplace
NMDC Steel Limited (NSL) is committed to providing a safe, secure, and
inclusive work environment where all employees are treated with dignity and respect. The
Company maintains a zero-tolerance approach towards any form of sexual harassment and
ensures full compliance with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act").
A comprehensive Policy on Prevention of Sexual Harassment is in place
and an Internal Complaints Committee (ICC) has been constituted in accordance with
statutory requirements. The ICC is responsible for receiving, investigating and resolving
complaints in a fair, impartial, and time-bound manner, while ensuring strict
confidentiality.
During the year under review, the Company continued its efforts to
promote awareness and sensitization among employees through training programmes,
workshops, and communication initiatives. These efforts are aimed at reinforcing
appropriate workplace behaviour, enhancing awareness of employee rights and
responsibilities, and ensuring accessibility of grievance redressal mechanisms.
Disclosure of cases under the POSH Act for the financial year 2025-26:
| Particulars |
Number |
| Complaints received during the year |
-- |
| Complaints disposed off during the year |
-- |
| Complaints pending as on 31.03.2026 |
Nil |
| Cases pending for more than 90 days |
Nil |
The Company remains committed to fostering a workplace culture that is
free from harassment, promotes gender equality, and upholds the highest standards of
ethics, integrity, and mutual respect.
11.3 Statement on compliance with the Maternity Benefit Act, 1961
NMDC Steel Limited is dedicated to safeguarding the rights and welfare
of women employees in accordance with the provisions of the Maternity Benefit Act, 1961
and its subsequent amendments. During the financial year 2025-26, NSL has maintained full
compliance with all statutory provisions of the Maternity Benefit Act. Awareness sessions
and internal communications were also conducted to inform employees of their entitlements
under the Act.
The Company ensures that all eligible women employees are provided with
statutory maternity benefits, including paid maternity leave, nursing breaks, and
protection against dismissal during maternity leave, as mandated under the Act.
Furthermore, the Company has provided suitable facilities and created a
supportive and inclusive work environment to ensure the health, dignity, and well-being of
women employees during and after maternity. NMDC Steel Limited reaffirms its commitment to
promoting gender equity, supporting work-life balance, and maintaining a family-friendly
workplace for all employees.
12.0 HUMAN RESOURCES DEVELOPMENT
At NMDC Steel Limited, we believe that considering a value-driven
approach when developing business strategies can be vital to long-term success. We
continuously adapt, innovate, and stay ahead of the competitor from new digital
technologies to innovations in the market. We believe to foster a culture of continuous
learning and knowledge creation at all levels. We recognize the importance of adapting to
change, acquiring new knowledge, and leveraging insights to improve performance and
achieve strategic objective. Towards 202526 learning and development initiatives are
aligned with our business goals and NMDC Steel Limited has commissioned its Plants and
commenced steel manufacturing. In the midst of the busy schedule, NSL took initiative to
strengthen its employees' knowledge and skill by imparting suitable technical training
along with necessary Safety awareness programmes to all the Employees and contractually
engaged persons.
Training Programmes (In House/External)
NSL HRD has organized In-House training Programmes in Technical areas:
1. ABB Training
2. Servo High Performance
3. Hydraulic Training
4. Conducting CTE type Incentive Examination
5. SKF Lubrication Life Time Solutions For a life with less Function
6. Repairing, Wall proofing & flooring
7. Training on SCADA at the OEM, M/s Hitachi
8. Relay & Protection at GE factory, Chennai BHEL
9. Training on Transformers at BHEL Jhansi, Uttar Pradesh
Safety Awareness Programme such as:
1. Safety Refresher Training on regular weekly basis
2. General safety, Loco safety and Electrical Safety
3. Gas Safety Awareness by Department Safety Officer
Integrated Management Systems Trainings programmes as:
1. Two Session of Internal Auditor Guidance Meeting
2. Workshop on Quality Circle, Energy and Safety Circle
3. Presentation for Chapter Convention on Quality Circle by QCFI,
Bhilai
General Awareness Training:
1. Training on Provident fund and pension related training "Nidhi
Aapke Nikat" by Regional PF Commissioner's Office Raipur
2. Cyber Security Awareness Program Workshop
3. Workshop on Contractor labour payment/labour laws
4. Framing of Charge Sheet
5. Emergency Programme at NSL
6. Implementation of labour code
7. Preventive Forensics
8. Indirect Tax (Custom, GST)- Assessment & Appeals - Recent
changes under GST for PSU and Private Undertaking - better compliance, Improve
profitability
NSL has taken initiatives to impart training programme and workshops on
culture building and happiness to the Executives and their family members.
Flexi ITI
For the establishment of the Steel Plant, land was acquired from local
landowners. In accordance with the provisions of Land Acquisition, Rehabilitation and
Resettlement Act, 2013, employment opportunities have been provided to eligible land-
displaced persons.
To equip these land-displaced persons with the skills required for
efficient operation and maintenance of the Steel Plant, the Company has entered into a
Memorandum of Understanding (MoU) with the Directorate General of Training (DGT) for
imparting Industrial Training Institute (ITI)-equivalent training under the Flexi MoU
Scheme. The objective of the programme is to develop the technical skills, talent and
potential of local displaced persons who have been employed at the Steel Plant and to
enhance their employability in various operational and maintenance functions.
Under the Flexi MoU Scheme, training is being imparted in six
identified trades viz. :
Fitter;
Electrician;
Welder;
Crane Operator;
Computer Operator and Programming Assistant (COPA); and
Heavy Earth Moving Machinery (HEMM) Operator.
Employees have successfully completed theory classes, practical
training and on-the-job training in accordance with the curriculum prescribed and approved
by the Directorate General of Training (DGT), Government of India.
Under the Flexi MoU Scheme, the second batch comprising 95 NSL
employees underwent ITI training in the Welder and Crane Operator trades. Of these, 52
employees successfully qualified in the DGT- conducted examination held in June 2024. The
third batch comprising 67 NSL employees is currently undergoing ITI training in the Fitter
and Electrician trades as per the approved training programme.
Pre-Employment Training
To enhance the employability and skills of land- displaced persons, the
Company has initiated a Pre-Employment Training Programme. Under this programme,
participants undergo six months of structured training, comprising of two months of
classroom training at the NSL Training Centre, followed by four months of trade-specific
skill development training.
During the classroom training phase, participants are provided with an
overview of the steel manufacturing process, operations, process flow, safety practices
etc.
In order to provide further skill development training to the land
displaced persons, training will be imparted at local Government ITI for the balance 4
months. For this purpose, NSL will enter into MoU with Government ITI, Jagdalpur to impart
training in various trades such as Fitter, Electrician, COPA, Welder, Motor Mechanic
Vehicle (MMV), Steno and Driver cum Mechanic (DCM).
At present, 22 land-displaced persons are undergoing classroom training
at the HRD Centre, Chokawada. Upon successful completion of the classroom training
programme, these candidates will be deputed to the ITI for trade-specific vocational
training.
Apprenticeship Training Program
The Apprenticeship Program in India under the Apprenticeship Act, 1961
is implemented by the Ministry of Skill Development and Entrepreneurship (MSDE) at the
National level.
Any individual who has attained the age of 14 years (or 18 years in the
case of hazardous industries as defined under the Apprenticeship Rules), being atleast 5th
class pass (for Optional Trade), meeting the standard of physical fitness for the course
and having minimum educational qualification prescribed for a trade can undergo
apprenticeship training.
In financial year 2025-26, 79 apprentices completed apprenticeship
training under National Apprenticeship Scheme (Non-NAPS) at NSL.
Internship Training
An internship programme is a structured, short-term training initiative
designed to provide students or fresh graduates with practical work experience in a
professional environment. It bridges the gap between academic learning and real-world
application.
An internship programme allows participants (interns) to gain hands-on
experience in a specific field, develop industry-relevant skills, and understand workplace
culture. It typically includes orientation, assigned projects or tasks, mentoring by
experienced professionals, and periodic evaluation.
During financial year 2025-26, 18 Interns from different states got
trained at NSL.
IGoT Karmyogi
The Indian Steel Sector is undergoing a massive digital transformation
and the IGoT Karmayogi platform is the central pillar for human capital development in
this shift. This initiative aligns directly with the National Steel Policy, 2017 and the
'Karmayogi Bharat' mission to create a future-ready workforce. It moves beyond traditional
training to a competency-based ecosystem for 1.2 million government employees, including
those in Steel plants like NSL.
At NSL, 100% of the regular employees are enrolled on the IGoT
platform. Further, these employees completed more than 10,958 training programmes till
31.03.2026, focusing on trainings related to Steel industry and Steel manufacturing.
13.0 VIGILANCE
The Vigilance Department at NSL plays a significant role in
strengthening enhancing transparency, accountability and efficiency. The outcomes were
achieved through pro-active vigilance measures, system reviews and by suggesting
compliances/system improvements. Key activities undertaken during the financial year
2025-26 are summarized below:
a) Preventive Checks:
A total of 68 Preventive checks comprising of file studies, surprise
inspections, Regular inspections, Audit Paras inspection & CTE were conducted during
the financial year 2025-26.
b) Complaint Handling: -
The organization received 56 complaints during the financial year
2025-26. All complaints were examined and disposed off, in accordance with the guidelines
of the Central Vigilance Commission, ensuring procedural compliance.
c) Training Programmes:
As part of preventive vigilance initiatives, training programs were
conducted focussing on key areas such as charge-sheet preparation and CTE-type intensive
examinations, along with gender sensitization sessions to foster an inclusive work
environment. These training programmes play a key role in strengthening ethical practices,
improving procedures and encouraging a culture of transparency and accountability.
Further, during the Vigilance Awareness Campaign, employees were
promoted to complete online available courses at IGoT platform on 23 different courses
related to themes such as ethics, conduct rules, integrity, attitudinal changes, cyber
hygiene and public procurement. 136 NSL employees completed the said courses on iGOT
portal.
d) System Improvements:
During the financial year 2025-26, Vigilance Department carried out an
intensive study of the processes and suggested 18 systemic improvements, of which 9 have
been complied.
e) Integrity Pact Implementation:
Adherence to the Integrity Pact was ensured for all procurements of
goods, services and works valued at Rs.1 crore and above, reinforcing transparency and
fairness in procurement processes.
f) Review Meetings:
The Quarterly Review-cum-Coordination meetings of the Vigilance
department with CVO for the financial year 2025-26 were conducted in May 2025, September
2025, December 2025 & April 2026 in virtual and physical mode to monitor the progress
of vigilance activities, address pending issues and strategize future actions. These
meetings also enabled knowledge-sharing among vigilance officers.
g) E-Platform Initiatives:
Vigilance Department promoted the adoption of e-procurement platforms
for tendering and encouraged the increased adoption and utilization of the Government
e-Marketplace (GeM) to enhance transparency, efficiency, and ease of doing business.
h) Vigilance Awareness Week:
A comprehensive vigilance campaign was conducted from 18.08.2025 to
17.11.2025, culminating in Vigilance Awareness Week observed from 27.10.2025 to 02.11.2025
to reinforce and invoke the theme of the Vigilance Awareness Week-2025 '^d^dl: W
- Vigilance: Our Shared Responsibility' within the NMDC Steel Limited
Nagarnar including its stakeholders. During the Vigilance awareness campaign period, the
efforts focused on conducting of Capacity building programmes and inspection of assets to
enhance productivity and improve transparency in the organization.
Vigilance Awareness Week was observed with active participation and
enthusiasm, involving employees with range of activities, which included administration of
Integrity pledges on 27.10.2025, organizing multiple awareness competitions such as essay
writing, slogan writing, quiz competition with thrust on integrity & ethical
practices. The attraction of the Vigilance Awareness Week celebration was the
participation of more than 450 students from schools and colleges in various activities. A
walkathon was organised during the week with participation of general public.
On 01.11.2025, the concluding ceremony of Vigilance Awareness Week,
2025 was celebrated where individuals who have excelled in various events organized to
inculcate culture of integrity were recognized during the concluding event.
14.0 DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors, to the
best of its knowledge and ability, confirm that:
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures;
ii) they have 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 of the Company for that period;
iii) they have taken proper and sufficient care for the 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 fraud and other irregularities;
iv) they have prepared the annual accounts on a going concern basis;
v) they have laid down internal financial controls to be followed by
the Company and such internal financial controls are adequate and operating effectively;
vi) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, the work performed by the internal,
statutory and secretarial auditors and external consultants, including the audit of
internal financial controls over financial reporting by the statutory auditors and the
reviews performed by management, the Board is of the opinion that the Company's internal
financial controls were adequate and effective during financial year 2025-26.
150 DECLARATION ON MEETING THE
CRITERIA OF INDEPENDENCE AS PER THE COMPANIES ACT, 2013 AND SEBI (LODR)
REGULATIONS, 2015 AND SEPARATE MEETING OF INDEPENDENT DIRECTORS.
There were no Independent Directors on the Board of the Company during
the financial year ended 31.03.2026. Being a Government Company, the power of appointment
of Directors on the Board vests with the Controlling Ministry i.e. Ministry of Steel,
Govt. of India. Accordingly, no such declaration was required to be obtained. Separate
meeting of Independent Directors also could not be convened.
160 CHANGES IN THE BOARD OF DIRECTORS AND KMPs.
The following changes occurred in the Board of Directors and KMPs
during the financial year 2025-26:-
Whole-time / Functional Directors
| Name & Designation |
Remarks |
| Shri Amitava Mukherjee |
Held additional |
| Chairman and Managing Director |
charge of Director (Finance) from 06.12.2025 to 05.03.2026. |
| Shri Vishwanath Suresh Director (Commercial) |
Ceased to be Director on the Board w.e.f. 07.01.2026. |
| Shri Vinay Kumar Director (Technical) |
Holding additonal charge of Director (Commercial) w.e.f.
09.01.2026 to 14.07.2026. |
| Shri Joydeep Dasgupta Director (Production) |
Held additional charge of Director (Personnel) from
01.02.2026 to 18.03.2026. |
| Smt Priyadarshini Gaddam Director (Personnel) |
Held additional charge of Director (Finance) up to
05.12.2025. Ceased to be Director on the Board on account of superannuation on 31.01.2026. |
| Shri Krishna Kumar Thakur Director (Personnel) |
Appointed as Director on the Board w.e.f. 19.03.2026. |
| Shri Anurag Kapil Director (Finance) |
Appointed as Director on the Board w.e.f.
31.03.2026. |
Government Nominee Director(s)
| Name & Designation |
Tenure / Remarks |
| Shri Ashish Chatterjee Additional Secretary & Financial
Advisor, Ministry of Steel |
Appointed as Government Nominee Director on the Board w.e.f.
11.06.2025 |
Key Managerial Personnel (KMP)
| Name & Designation |
Tenure / Remarks |
| Shri Anurag Kapil Director (Finance) |
Appointed as Chief Financial Officer w.e.f. 31.03.2026. |
| Shri K. Raj Shekhar Chief Financial Officer |
Appointed as Chief Financial Officer w.e.f. 27.05.2025 and
Ceased to be Chief Financial Officer w.e.f. 31.03.2026. |
17.0 DIRECTORS & KMPs REMUNERATION:
NMDC Steel Ltd., being a Government Company, the terms and conditions
of appointment and remuneration of Functional Directors are determined by the Government
through its Administrative Ministry, Ministry of Steel. However, since the Functional
Directors of NMDC Ltd. are also acting as Functional Directors of NMDC Steel Ltd. on
co-terminus basis in terms of Order received from Ministry of Steel, Government of India;
therefore, no Functional Directors draw any remuneration from the Company, either in the
capacity of Director or KMP. Further, the Non-executive Part-time Official Directors also
do not draw any remuneration.
Further, no remuneration was paid to KMP during the financial year
2025-26.
18.0 NON-CONSTITUTION OF STATUTORY COMMITTEES
In terms of Section 2(45) of the Companies Act,
2013, NMDC Steel Limited is a Government Company and pursuant to the
Article 73 and 74 of Articles of Association of the Company, the power of appointment of
Directors on the Board of the Company vests with the Hon'ble President of India acting
through Administrative Ministry i.e. Ministry of Steel, Government of India. As on
31.03.2026, there were 7 (seven) Directors on the Board of the Company comprising of 5
(five) Whole time / Functional Directors including CMD and 2 (two) Government Nominee
Directors. However, there were no Independent Directors on the Board of the Company.
Therefore, the Company is not in a position to constitute the Audit
Committee, Nomination & Remuneration Committee, Risk Management Committee and
Stakeholders' Relationship Committee. Accordingly, no meetings of the Board- level
Committees could be held during the period under review. The same were disclosed to the
Stock Exchanges while listing the shares of the Company and also while seeking exemption
from SEBI under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957.
The Company is in constant communication with the Administrative
Ministry i.e. Ministry of Steel, Govt. of India requesting them to appoint requisite
number of Independent Directors including Woman Independent Director on the Board of the
Company to enable the Company to fulfil the requirements of the SEBI (LODR) Regulations,
2015 and Companies Act, 2013.
19.0 NUMBER OF BOARD MEETINGS HELD
During the year under review, 8 (eight) meetings of the Board were
held. For further details, reference may kindly be made to Corporate Governance Section of
the Annual Report.
20.0 AUDITORS
a. Statutory Auditors
On the advice of the Comptroller and Auditor General of India, New
Delhi, your Company appointed the following firm of Chartered Accountants as Statutory
Auditors of the Company for the year 2025-26:
M/s. Sharad & Associates Chartered Accountants
6-3-1099/1/6, 1st Floor, Hotel Katriya Lane, Somajiguda, Hyderabad,
Telangana - 500082.
b. Cost Auditors
M/s B Mukhopadhyay & Co.
Cost Accountants
B 20, Amarabati, Sodepur Kolkata - 700 110.
c. Secretarial Auditors
M/s B R Agrawal & Associates Company Secretaries
C/o Goyal Enterprises, Opp. Hotel Simran,
Civil Station Road,
Raipur, Chhattisgarh - 492 009.
21. IMPLEMENTATION OF RIGHT TO INFORMATION ACT, 2005
The number of RTI queries received and disposed during the financial
year 2025-26 is as under:
| Applications pending as of 31.03.2025 |
Applications received during financial
year 2025-26 |
Applications disposed off during
financial year 2025-26 |
Applications pending as on 31.03.2026 |
| 03 |
126 |
127 |
02 |
220 DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN
FUTURE
Nil
230VIGIL MECHANISM
The Board of Directors have established 'Whistle Blower Policy' and
'Code of Conduct' for the Directors & employees of the Company as required under the
provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies
(Meetings of the Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (LODR)
Regulations, 2015.
The said policy has been properly communicated to all the Directors and
employees of the Company through the respective departmental heads and the new employees
are being informed about the Whistle Blower Policy at the time of their joining and also
placed on the website of the Company.
24.0 DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION
143(12) OTHER THAN WHICH ARE REPORTABLE TO CENTRAL GOVT
Nil
250 FORMAL ANNUAL EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL
DIRECTORS.
In terms of Order of Ministry of Steel, Govt. of India, the CMD,
Functional Directors and Government Nominee Directors of NMDC Ltd. are the CMD, Functional
Directors and Government Nominee Directors respectively, of NMDC Steel Ltd., also on
co-terminus basis.
Further, in terms of Notification dated 05.06.2015 issued by Ministry
of Corporate Affairs, Govt. of India, Government Companies have been exempted from
applicability of some of the provisions /sections of the Companies Act, 2013 inter alia
Sub-sections (2), (3) & (4) of Section 178 regarding appointment, performance
evaluation and remuneration.
260DEVELOPMENT OF INFORMATION TECHNOLOGY
In the process of continuous improvement in the journey of digitization
and innovative activities, NMDC Steel Limited has made the following developments:
Virtual Private Network (VPN) with MultiFactor Authentication
(MFA) has been deployed and implemented to provide secure, flexible and cost-effective
remote access for the users. The VPN allows employees to securely connect to internal
corporate networks, databases, and apps from remote locations, facilitating safe remote
work.
Microsoft Office 365: The MS Office 365 Business Basic has been
implemented powered by Exchange Online offering enhanced security features like
anti-malware, anti-spam, and anti-phishing protection. It is a modern, cloud- based email
solution that eliminates the need for expensive on-premises server maintenance, making it
highly cost-effective and scalable.
Boardroom Infrastructure Setup at NSL Corporate Office: Modern
boardroom infrastructure setupintegrating advanced audio-visual (AV), high-speed
connectivity, and intelligent automation for High-Impact Presentations, Equal Meeting
Experience and faster, data-driven Decisions was completed.
Township Visitor Management System (TVMS): The Visitor
Management System for Township users and residents was developed in house and deployed
with the purpose of providing enhanced security and safety for Township residents,
increasing Operational
Efficiency and time saving process for providing improved township and
visitor experience and accurate data management and compliance.
Business Excellence (BE/TQM) portal: The BE/
TQM portal was developed and deployed across the plant to facilitate
the TQM department to integrate, assess and retrieve all the Integrated Management System
related documents in a single place.
Facial Recognition system: Online Reporting System: The Facial
Recognition system online reporting system has been developed and deployed for the
contract labours of the package contractors which enables viewing and creating day wise
report generation of the attendance of contract labours.
Safety Portal: The Safety Portal has been developed and
implemented as a centralized digital platform to strengthen safety management across the
organization. It enables reporting and tracking of safety observations, near-miss
incidents, unsafe conditions, and corrective actions in a structured manner. The portal
enhances real-time monitoring, improves compliance with safety standards, and promotes a
proactive safety culture by encouraging employee participation. It also facilitates data-
driven analysis, helping management take timely preventive measures and ensure a safer
working environment.
Internet Portal: The Internet Portal has been designed and
deployed as a unified digital interface to provide seamless access to organizational
information, services, and resources. It serves as a centralized platform for
communication, document sharing, announcements, and employee engagement.
The portal improves accessibility, enhances collaboration, and ensures
timely dissemination of information across departments. With a user- friendly interface
and secure access, it supports efficient workflows and contributes to increased
productivity and organizational transparency.
CCTV for New Slag Dispatch Yard: CCTV surveillance system for
New Slag dispatch yard has been setup and implemented for live monitoring of the slag
incoming and outgoing details.
E- Visitor Pass: E-visitor pass has been implemented in the main
gate as a digitization initiative resulting in enhanced security through instant
identification and increased efficiency with faster, touchless plant entry.
Separate internet leased line (other than the existing internet
source) has taken and required software facilities were created as a backup eliminating
single points of failure, ensuring continuous operations by automatically switching
traffic from a failed primary line to a secondary line.
27.0 ERP IMPLEMENTATION, DIGITALIZATION AND IT INFRASTRUCTURE
In the process of digitalization, all modules of SAP, including
Production planning (PP), Sales and Distribution (SD), Plant Maintenance (PM), Material
Management (MM), Quality Management (QM), Human Capital Management (HCM &ESS), Finance
& Costing (FICO), Project System (PS), Supplier Relationship Management (SRM) and File
Lifecycle Management (FLM) have successfully implemented.
Subsequently, all Production, Maintenance, Purchase, Dispatch and
Accounting activities are conducted in SAP in real time for ensuring proper visibility and
accountability. To enhance the efficiency and smooth operation of SAP, the NSL ERP Team is
collaborating with various stakeholders to gather additional inputs for custom reports and
developments.
The key highlights of the digitalization initiatives undertaken by the
Company are as under:
Implementation of Inbound & outbound Gate entry though ERP,
it linked to m-parivahan & sarathi portal for vehicle and driver validation.
Implementation of File Lifecycle Management (FLM) for
streamlined file processing within ERP.
Implemented new pricing process for freight & discount for
Steel business with Variant Configurations and also implemented requirement of Ministry of
Steel for end-use.
VTS (Vehicle Tracking System) is implemented to track the
movement of commercial vehicles inside the Steel Plant boundary and the same has been
integrated with SAP.
FRS (facial recognition system) integrated with SAP for
attendance capturing for NSL employee.
Furthermore, the NSL ERP team has identified opportunities for
integrating Level-II systems, Integration of Coil Yard Management System with ERP and
Integration of GeM Portal with SAP, which will facilitate the automation of business
processes in real time.
28.0 TRANSFER OF UNPAID & UNCLAIMED DIVIDEND & SHARES TO
INVESTOR EDUCATION AND PROTECTION FUND
During the financial year 2025-26, the Company was not required to
transfer any unpaid & unclaimed dividend & shares to the Investor Education and
Protection Fund.
29.0 ANNUAL RETURN
In accordance with the Companies Act, 2013, Annual return in the
prescribed format is available at https:// www.nsltd.in/en/investors/annual-returns.
30.0 OTHER DISCLOSURES
i. The Company has a framework for identification and mitigation of
risks arising from the business. The Directors and senior management assess the various
risk parameters while evaluating each proposal and take decisions while balancing the
risks. The detailed risk and concerns are mentioned in the Management Discussion and
Analysis Report forming a part of this report. The Board of Directors of NMDC Steel
Limited vide its 56th Meeting held on 27.03.2026 had approved the Enterprise Risk
Management Policy of the Company and the same is placed on the website of the Company at
the link:-NMDC Steel Enterprise Risk Management Policy.
ii. During the year, no application was made and no proceeding is
pending under the Insolvency and Bankruptcy Code, 2016.
iii. There was no requirement for getting valuation done and therefore,
reporting for the same is not applicable.
31.0 DISCLOSURE ON SECRETARIAL STANDARDS
The Directors have devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards and that such systems are adequate and
operating effectively.
32.0 ANNUAL EVALUATION OF THE BOARD PERFORMANCE
NMDC Steel Ltd., being a Government Company, the terms and conditions
of appointment and remuneration of Functional Directors are determined by the Government
of India through its Administrative Ministry, Ministry of Steel.
In terms of notification dated 05.06.2015 and 13.06.2017 issued by
Ministry of Corporate Affairs, Govt. of India, Government Companies have been exempted
from applicability of some of the provisions / sections of the Companies Act, 2013 inter
alia Sub-sections (2),(3) & (4) of Section 178 regarding appointment, performance
evaluation and remuneration.
33.0 INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal & financial controls
with reference to financial statements. During the year, such controls were tested and no
reportable material weakness in the design or operations were observed.
34.0 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to provisions of Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015, a separate Management
Discussion and Analysis Report which forms an integral part of this Report is given as
Annexure-l.
35.0 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO UNDER COMPANIES (ACCOUNTS) RULES, 2014 - Annexure-II
36.0 CORPORATE GOVERNANCE REPORT
Pursuant to provisions of Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015, a separate section on corporate
governance practices followed by the Company is enclosed at Annexure-III.
Certificate of non-disqualification of Directors from Practicing
Company Secretary and certificate from CEO under Regulation 17 of SEBI (LODR) Regulations,
2015 are forming an integral part of this Report as Annexure-III (A) and III (B)
respectively. Further, the certificate from Practicing Company Secretary confirming
compliance of conditions of Corporate Governance is enclosed at Annexure-III (C).
37.0 BUSINESS REPONSIBILITY AND SUSTAINABILITY REPORT
The 'Business Responsibility and Sustainability Report' (BRSR) of your
Company for the financial year 2025-26 forms a part of this Annual Report and is enclosed
as Annexure-IV. Your Company strongly believes that sustainable and inclusive growth is
possible by using the levers of environmental and social responsibility while setting
targets and improving economic performance to ensure business continuity and rapid growth.
Further, Independent assurance statement of BRSR has also been carried out by M/s Bureau
Veritas and the same is appended to BRSR Report.
38.0 CORPORATE SOCIAL RESPONSIBlLITY (CSR):
The Company was not required to spend any amount on Corporate Social
Responsibility (CSR) initiatives in the financial year 2025-26; since, the Company had
incurred net loss from its inception till the financial year 2024-25.
39.0(a) STATUTORY AUDITOR'S REPORT
The Auditors' Report for Financial Statements for the financial year
2025-26 is unmodified and does not contain any qualification, reservation or adverse
remark.
(b) COMMENTS OF C&AG ON FINANCIAL STATEMENTS
Comptroller & Auditor General of India (C&AG) vide letter dated
03.08.2026 have given comments on the financial statements of the Company for the
financial year ended 31.03.2026 under Section 143(6) (b) of the Companies Act, 2013 is
enclosed at Annexure - VII and the Management's replies thereon are as under:
| A. COMMENTS ON FINANCIAL POSITION |
Management's Replies |
| BALANCE SHEET Current Assets Note-2.8.1-Trade Receivables: Rs
179.05 Crore |
The observation of the Audit was reviewed and the ECL impact
on the trade receivables as of 31.03.2026 is worked out to be Rs. 2.02 Cr which is not
material as per the size of the Balance Sheet is considered. |
| (i) Paragraphs 5.5.15, 5.5.17 and 5.5.18 of Indian Accounting
Standard (Ind AS) 109 Financial Instruments require an entity to recognise a loss
allowance equal to lifetime Expected Credit Loss (ECL) for trade receivables. The loss
allowance is required to be measured using reasonable, supportable and forward-looking
information available at the reporting date and should represent an unbiased,
probability-weighted estimate of expected credit losses. |
|
|
However, as observed by the Audit, the same was accounted for
in Q1 of fY 2026-27. |
| Audit observed that as on 31.03.2026, the Company had trade
receivables amounting to Rs.179.05 crore, including significant balances recoverable from
M/s Steel Authority of India Limited (SAIL), M/s Rashtriya Ispat Nigam Limited (RINL) and
other customers. Although the Company had carried out an Expected Credit Loss assessment,
it did not recognise any impairment allowance on trade receivables in the financial
statements for FY 2025-26. Further, the assessment was restricted only to receivables
outstanding for more than 12 months and did not cover the entire population of trade
receivables as required under Ind AS 109. |
|
| Thus, the non-recognition of Expected Credit Loss on trade
receivables was not in accordance with the requirements of Ind AS 109, resulting in
overstatement of Trade Receivables and Profit for the year. |
|
| (ii) Current Liabilities Note- 2.16- Other Current
Liabilities: Rs. 652.94 crore |
Prior to demerger, NMDC Steel Ltd (erstwhile NISP Unit i.e.,
NMDC Iron and Steel Plant, Nagarnar) was a unit of NMDC Ltd. Accordingly, all the freehold
as well as leasehold lands were in the name of NMDC Iron and Steel Plant, Nagarnar. |
| The above does not include a provision of Rs.9.60 crore
towards land transfer charges and other applicable charges payable to Chhattisgarh State
Industrial Development Corporation (CSIDC) in respect of 114.01 hectares and 32.04
hectares of land transferred to the Company under the Scheme of Arrangement. |
|
|
Subsequent to demerger all the freehold as well as leasehold
lands vested on NMDC Steel Ltd as approved in the scheme of demerger by MCA. |
| Audit observed that, as per Ind AS 37 - Provisions,
Contingent Liabilities and Contingent Assets, a provision is required to be recognised
when an entity has a present obligation arising from a past event, an outflow of economic
resources is probable, and the amount can be reliably estimated. Pursuant to the transfer
of land, CSIDC raised demands amounting to Rs.9.60 crore ( Rs.8.05 crore and Rs.1.55
crore) on 21.03.2025 under the Chhattisgarh Industrial Land and Building Management Rules,
2015. The demands constituted a present obligation as on 31.03.2026. However, the Company
did not recognise the liability or create a provision. |
As per Clause 1.3 of Part B of the 'Scheme of Arrangement'
All immovable properties of the Demerged Company in relation to the Demerged Undertaking
including land together with the buildings and structures standing thereon and rights and
interests in immovable properties of the Demerged Company in relation to the Demerged
Undertaking, whether freehold or leasehold or otherwise and all documents of title,
rights and easements in relation thereto shall stand vested in and/ or be deemed to have
been vested in the Resulting Company, by operation of Applicable Law. Such assets shall
stand vested in the Resulting Company and shall be deemed to be and become the property as
an integral part of the Resulting Company by operation of Applicable Law. The
Resulting Company shall always be entitled to all the rights and privileges attached in
relation to such immovable properties and shall be liable to pay appropriate rent, rates
and Taxes and fulfil all obligations in relation thereto or as applicable to such
immovable properties. |
| This resulted in understatement of Other Current Liabilities
(Provisions) and overstatement of Profit for the year by Rs. 9.60 crore. |
|
|
The title to such properties shall be deemed to have been
mutated and recognized as that of the Resulting Company and the mere filing thereof with
the appropriate registrar or sub registrar or with the relevant Government Authority if
and as may be required shall suffice as record of continuing title with the Resulting
Company and shall be constituted and deemed mutation and substitution hereof. The
Resulting Company shall be entitled to the delivery and possession of all documents of
title for such immovable properties in this regard. It is hereby clarified that all the
rights and title and interest of the Demerged Undertaking in any lease hold properties
shall without any further act, instrument or deed be vested to or be deemed to have been
vested in the Resulting Company". |
|
As per the clause of the Scheme of Demerger, highlighted
above, The title to such properties shall be deemed to have been mutated and recognized
as that of the Resulting Company (NMDC Steel Ltd i.e, NSL). Based on this, NSL
approached the respective State Govt Authorities for name change of all the freehold land
as well as leasehold lands. The process of Name change was completed for all the
freehold lands in April'2026 without payment of any fees, whereas for leasehold lands
Chhattisgarh State Development Corporation (CSIDC) is demanding Rs. 9.60 Cr. |
|
In this regard, NSL had obtained legal opinion to know
whether CSIDC is legally justified in demanding transfer charges in the present facts.
Whether NSL has valid legal grounds to seek waiver/exemption. |
|
It is to submit that legal opinion had categorically
opined that Amendment of lease deed pursuant to a court-approved demerger does not
constitute a "transfer" under the 2015 Rules. CSIDC is not legally justified in
demanding transfer charges of Rs. 9.60 Cr. |
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Para 14 and Para 16 of Ind AS 37 Provisions, Contingent
Liabilities and Contingent Assets: |
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Para 14 of Ind AS 37: A provision shall be recognised
when: |
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a) an entity has a present obligation (legal or
constructive) as a result of a past event; |
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b) it is probable that an outflow of resources embodying
economic benefits will be required to settle the obligation; and |
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c) a reliable estimate can be made of the amount of the
obligation. |
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If these conditions are not met, no provision shall be
recognised. In the present case, the present obligation is neither a constructive
obligation nor legally tenable based on the legal opinion. As the conditions mentioned at
para 14(a) & 14(b) does not meet and hence recognition of provision does not arise. |
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Para 16 of Ind AS 37: In almost all cases it will be
clear whether a past event has given rise to a present obligation. In rare cases, for
example in a lawsuit, it may be disputed either whether certain events have occurred or
whether those events result in a present obligation. In such a case, an entity
determines whether a present obligation exists at the end of the reporting period by
taking account of all available evidence, including, for example, the opinion of experts. |
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In the present case legal opinion was obtained and as per
the legal opinion, the amount is not payable to CSIDC. It is to be submitted that
the Free hold lands are already transferred in the name of NSL by the State Govt without
payment of any fees in April'2026. |
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As NSL has already changed the name of freehold lands from
NMDC Iron and Steel Plant, Nagarnar to NMDC Steel Ltd without payment of any fees and as
per legal opinion, CSIDC is not legally |
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justified in demanding transfer charges, therefore amount of
Rs. 9.60 Cr for name change of leasehold lands is not payable to CSIDC. The Company is
taking it up with the appropriate Authorities for waiver of the fees as sought by CSIDC
and hence does not require any provision to be made in the books of the Company as at
31.03.2026. |
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However, in case the same status continues, we will consider
the same in contingent liability in FY 2026-27. |
| B. COMMENTS ON STATEMENT OF CASH FLOWS |
|
| (i) Paragraph 28 of Ind AS 7 - Statement of Cash Flows
requires that unrealised gains and losses arising from changes in foreign exchange rates
are not cash flows and that the effect of exchange rate changes on cash and cash
equivalents held or due in a foreign currency shall be presented separately in the
Statement of Cash Flows. |
The Unrealised forex gains/losses are being reported as part
of the Cash Flow from Investing Activities, as the same was related to acquisition of
Assets in the Statement of Cashflows. |
|
However, as observed that the unrealised gains and losses
arising from changes in foreign currency exchange rates are to be reported as a separate
line item being a noncash transaction, the same shall be complied in FY 2026-27. |
| Audit noted that the Company adjusted foreign exchange loss
of Rs. 37.64 crore against Finance Cost while preparing the Statement of Cash Flows
instead of presenting the effect of such exchange difference as a separate line item in
accordance with Paragraph 28 of Ind AS 7. |
|
| This resulted in non-compliance with the presentation
requirements of Ind AS 7 relating to the Statement of Cash Flows. |
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| (ii) Paragraphs 44A and 44B of Ind AS 7 - Statement of Cash
Flows require disclosure of information that enables users of the financial statements to
evaluate changes in liabilities arising from financing activities, including changes
arising from financing cash flows and non-cash changes, ordinarily by way of a
reconciliation between the opening and closing balances of such liabilities. |
With reference to the disclosure of financing liability of
borrowing facilities, it is to be submitted that all the relevant information are already
being disclosed under 2.14.1 Non-Current Financial Liabilities (Borrowing) and 2.15.1
Current Financial Liabilities (Borrowings). The comparative period amounts are also
disclosed in the schedules. |
|
In addition to those details of the loan, the other details
like payment of principal and closing liabilities are properly disclosed in the additional
note below the Schedules. A comprehensive note on each type of Borrowing is also been
disclosed at note no -2.32.2 Borrowing. Hence the sufficient disclosures are already
available in the Financial Statement. |
| Audit observed that the Company had financing liabilities
comprising Rupee Term Loan (Rs.3,289.20 crore), Working Capital Loan (Rs.1,050.48 crore)
and Cash Credit (Rs.262.65 crore) as at 31.03.2026. However, the Company did not disclose
the reconciliation of changes in these financing liabilities as required under Paragraphs
44A and 44B of Ind AS 7. |
|
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However, as observed by the Audit that, the same should have
been disclosed in the Cash Flow Statement also apart from other disclosures, we submit
that the same shall be disclosed in FY 2026-27. |
| This resulted in non-compliance with the disclosure
requirements of Ind AS 7 relating to changes in liabilities arising from financing
activities. |
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(c) SECRETARIAL AUDIT REPORT
The Secretarial Audit for the financial year 2025-26 has been conducted
by M/s B R Agrawal & Associates, Company Secretaries. A copy of their Report
dated 21.07.2026 is at Annexure - V and the Management's reply to the observations
of the Secretarial Auditors are as follows:
| Management's Reply |
Management's Reply |
| Being a Government Company in terms of Section 2(45) of the
Companies Act, 2013 and in terms of Article 74 of Articles of Association of the Company,
the power of appointment of Directors on the Board of NMDC Steel Limited vests the
Administrative Ministry i.e. Ministry of Steel, Government of India. |
Being a Government Company in terms of Section 2(45) of the
Companies Act, 2013 and in terms of Article 74 of Articles of Association of the Company,
the power of appointment of Directors on the Board of NMDC Steel Limited vests the
Administrative Ministry i.e. Ministry of Steel, Government of India. |
| 2. Non-appointment of Woman Independent Director:
There was no Woman Independent Director on the Board of the Company as required under the
provisions of the Companies Act 2013, & SEBI (LODR) Regulations 2015. |
|
| 3. Quorum for Board Meetings: Pursuant to the
provisions of Regulation 17(2A) of SEBI (LODR) Regulation 2015, the quorum for every
meeting of Board of Directors shall be 1/3rd (one-third) of its total strength or 03
(three) directors, whichever is higher, including at-least one Independent director. There
was no specified quorum for the Board meetings. |
At present, there are no Independent Directors on the Board
of the Company. The Company has requested the controlling Ministry i.e. Ministry of Steel,
Govt. of India from time to time, requesting them to appoint requisite number of
Independent Directors, including Woman Independent Director, on the Board, thereby
enabling the Company to comply with the provisions of SEBI LODR Regulations, 2015. |
| 4. |
Non-Constitution of Audit Committee: In absence of
Independent Directors on the Board, the Company could not constitute any Independent Audit
Committee and the other provisions relating to Audit Committee could not be complied with. |
| Once adequate number of Independent Directors are appointed,
the Company will be in a position to comply with the statutory provisions relating to
composition of Board and Board-level Committees. |
|
| 5. Non-Constitution of Nomination & Remuneration
Committee: In absence of Independent Directors on the Board of the Company, the
Company could not constitute any NRC/Remuneration Committee and the other provisions
relating to NRC/Remuneration Committee could not be complied with. |
|
| 6. Non-Constitution of Stakeholders Relationship
Committee: In absence of Independent Director on the Board of the Company, the Company
could not constitute any Stakeholder Relationship Committee and the other provisions
relating to Stakeholder Relationship Committee could not be complied with. |
|
| 7. Non-Constitution of Risk Management Committee: In
absence of Independent Director on the Board of the Company, the Company could not
constitute any Risk Management Committee. |
|
| 8. Inadequate number of Directors on the Board at certain
time interval: The number of Directors on the Board of the Company were largely in
compliance with the requirement of minimum number of Directors. However, during the period
from 01.02.2026 to 18.03.2026, the number of Directors fell below the minimum prescribed
limit of 6. |
|
| 9. Compliance Officer is not in whole time employment of the
Company. |
Being a Government Company, the recruitment of employees on
the roles of the Company are governed by extant guidelines issued by Government of India.
Further, the said point is noted. |
| 10. The Related Party Transactions (RPT) Policy was last
reviewed by the Board on 25.01.2023 and as per Regulation 23(1) of the SEBI (LODR)
Regulations, 2015, the policy was due for review on or before 24.01.2026. However, the
Board reviewed and approved the policy on 27.03.2026. |
Noted and due care will be taken in future to adhere to the
timelines. |
| 11. The Company submitted the PDF version of quarterly
financial results within 45-days timeline under Regulation 30 of the SEBI (LODR)
Regulations, 2015 and the XBRL was also filed with the Calcutta Stock Exchange with
certain delay. |
Noted and due care will be taken in future to adhere to the
timelines. |
| 12. In the Explanatory Statement attached to the previous
AGM, The Company stated the Board's recommendation but the basis of recommendation was not
clearly mentioned. |
The Board had recommended the appointment of Secretarial
Auditors based on credentials, past performance and experience in the relevant field.
Further, due care will be taken to incorporate such details in Explanatory Statement in
future. |
| 13. The Company has appointed full time CFO on 27.05.2025 as
per Section 203 of the Companies Act 2013. Before that, Director (Finance) was holding the
charge of CFO till 05.03.2025. |
Consequent upon appointment of Director (Finance) as CMD
w.e.f 06.03.2025, the Company had designated Shri K Raj Shekhar as Whole Time CFO of the
Company till the assumption of charge of Whole time Director (Finance) by a new incumbent. |
|
Thereafter, Shri Anurag Kapil joined as Director (Finance)
& CFO of the Company w.e.f. 31.03.2026. |
40.0 STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT /
HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES / ASSOCIATE COMPANIES / JOINT VENTURES (FORM
AOC-1):
The Company does not have any subsidiary, joint venture or associate
Company, so Statement containing salient features of the financial statement / highlights
of performance of subsidiaries / associate companies / joint ventures (Form AoC-1) is not
applicable to the Company.
41.0 DISCLOSURE OF RELATED PARTY TRANSACTIONS IN FORM AOC-2 IN TERMS OF
PROVISIONS OF THE COMPANIES ACT, 2013 IS ENCLOSED AT ANNEXURE-VI.
42.0 ACKNOWLEDGEMENT:
Your Directors acknowledge the support, cooperation and guidance
received from the Ministry of Steel, Ministry of Environment, Forest and Climate Change
and other Departments of Government of India and the State Government of Chhattisgarh for
their support and cooperation. The Board also acknowledges the assistance, support and
valuable guidance given to the Company by NMDC Limited and its Management.
Your Directors would also like to place on record sincere gratitude
towards the shareholders, bankers/lenders, investors, vendors, auditors, consultants,
contractors, State and Central Government authorities and other stakeholders of the
Company. The Board also whole-heartedly acknowledges and appreciates the dedicated efforts
and commitment of all employees of the Company.
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