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Magnus Steel & Infra Ltd			Industry : Trading


BSE Code:	517320	NSE Symbol:	Not Listed	P/E(TTM):	1.46

ISIN Demat:	INE898E01011	Div & Yield %:	0	EPS(TTM):	19.28

Book Value(Rs):	10.0289941	Market Cap ( Cr.):	9.49	Face Value(Rs):	10

Change Company

To the Members,

Your Directors are pleased to present the Forty Seventh Annual Report of Magnus Steel and Infra Limited (hereinafter referred to as "the Company") along with the Standalone Audited Financial Statements for the Financial Year ended March 31, 2026 (hereinafter referred to as "year under review" or "year" or "FY 2025-26").

In compliance with the applicable provisions of Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) thereof, for time being in force) (hereinafter referred to as "Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations"), this Report covers the financial performance and other developments in respect of the Company during the financial year ended March 31, 2026 and upto the date of the Board Meeting held on May 01, 2026 to approve this Report.

1. FINANCIAL PERFORMANCE

The financial performance of the Company for the Financial Year ended March 31, 2026 is summarized below:

Sr. No. Particulars	2025-26	2024-25
1 Revenue from operations	2257.97	318.81
2 Other Income	0.00	0.20
3 Total	2257.97	319.01
4 (Loss) Before Exceptional items, Depreciation & Tax (PBDT)	471.98	7.16
5 Less: Depreciation	15.04	-
Less: Finance Cost	6.39	-
6 (Loss) for the year before taxation	450.55	7.16
7 Less: Provision for tax	-	-
Tax paid for earlier year	-	1.49
8 Profit for the year after tax	450.55	5.67
9 Other Comprehensive Income	-	-
10 Total Comprehensive Income for the year	13.33	5.67

2. REVIEW OF OPERATIONS

The Company had resumed trading in iron & steel products, including engineering products.

During the Financial Year under review, the Company's Total Revenue stood at Rs. 2257.97 Lakhs as compared to Rs. 318.81 Lakhs for the previous Financial Year. Resulting during the year ended March 31, 2026 is a Profit of Rs. 450.55 lakhs as against a loss of Rs. 7.16 lakhs in the previous Financial Year. The Net Profit after Tax for the year has been Rs. 450.55 Lakhs as against Net Profit of Rs. 5.67 Lakhs reported in the previous Financial Year.

3. DIVIDEND AND RESERVES

Considering the losses incurred by the Company and with a view to conserve the funds of the Company, your Directors have not recommended any dividend to the equity shareholders for the Financial Year ended March 31, 2026.

4. CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company except trading in iron & steel products, including engineering products, in the international market. Although the foreign trade has been confided to steel & engineering products, the company might explore and expand these activities further as and when opportunities arise in the future within the scope of its objects as per the Memorandum of Association.

5. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the Financial Year under review, the Company did not have any Subsidiary, Joint Venture or Associate Companies.

6. MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company have occurred in the Company since the end of Financial Year ended March 31, 2026 till the date of this report.

7. SHARE CAPITAL

The paid up Equity Share Capital of the Company was Rs. 338.03 Lakhs (Rs.3,38,03,000/-) divided into 33.80 Lakhs (33,80,300) shares of Rs. 10/- each as on March 31, 2026.

The Company's Equity Share Capital is listed on the BSE Limited ("BSE") and are infrequently traded shares. The shares of the Company have not been suspended from trading. The annual listing fee had been paid to the stock exchange before due date.

During the year under review, the Company has not issued any shares or other convertible securities, bonus shares or made a rights issue of shares or shares with differential voting rights or granted any stock options or any sweat equity shares. Further, the Company did not buy back any of its shares.

8. DEPOSITS

The Company has not accepted any deposits from public within the meaning of Section 73 and 74 of the Act and Rules framed thereunder (including any amendments thereof) during the Financial Year ended March 31, 2026 and, as such, no amount on account of principal or interest on deposit from public was outstanding as on the date of this report.

9. HEALTH, SAFETY AND ENVIRONMENT PROTECTION

Since the Company has neither any workmen nor engaged in any activity hence environment and safety measures are not required to be followed for the time being.

10. PRESENTATION OF FINANCIAL STATEMENTS

The financial statements of the Company for the Financial Year, on a standalone basis has been prepared in compliance with the Act, applicable Accounting Standards and SEBI Listing Regulations and are disclosed in accordance with Schedule III of the Act.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL ("KMP")

a) Retirement by rotation

In terms of the provisions of Section 152(6) of the Act read with Articles of Association of the Company, Mr. Aditya Naresh Bajaj (DIN: 09601315) of the Company, retires by rotation at the ensuing AGM and being eligible offers himself for re-appointment. The Board recommends his re-appointment for the approval of Members. A resolution seeking Members' approval for his re-appointment forms part of the Notice of the AGM. In accordance with Regulation 36 of the SEBI Listing Regulations and Secretarial Standard-2 on General Meetings, brief particulars and expertise of Director to be re-appointed is given in the annexure to the Notice of the AGM.

b) Resignation / Appointment in Directorate

Mr. Chinmay Pradhan (DIN: 10753724) was appointed as an Additional Managing Director of the Company w.e.f. March 28, 2026.

Mr. Prakash Salve (DIN: 11632859) was appointed as an Additional Executive Director of the Company w.e.f. March 28, 2026.

Mrs. Krutika Shrenik Shah (DIN: 11631205) was appointed as an Independent Director of the Company w.e.f. March 28, 2026.

c) Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act read with the applicable rules made thereunder, the following employees are appointed as the Whole-Time Key Managerial Personnel of the Company:

Mr. Karronn Naresh Bajaj - Managing Director & CEO
Mr. Aditya Naresh Bajaj - Whole Time Director
Ms. Kshipra Bansal* - Company Secretary & Compliance Officer

*Appointed w.e.f. December 22, 2025.

Ms. Sarita Kumari (ICSI Membership No.FCS-57690) as Company Secretary and Compliance Officer Resigned w.e.f. September 01, 2025.

The Company has devised the following Policies viz:

a) Policy for selection of Directors and determining Directors' independence; and
b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

The Policy for selection of Directors and determining Directors' independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as Independent Directors of the Company. The Policy also provides for the factors in evaluating the suitability of individual Board members with diverse background and experience that are relevant for the Company's operations.

The Remuneration Policy for Directors, Key Managerial Personnel and other Employees sets out the guiding principles for the Nomination and Remuneration Committee for recommending to the Board, the remuneration of the Directors, Key Managerial Personnel and other Employees of the Company.

The aforesaid Policies are available on the Company's website at https://www.magnusretail.in/

12. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from all the Independent Directors confirming that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 25(8) of SEBI Listing Regulations, and abide by the Code for Independent Directors as prescribed under Schedule IV of the Act. Further, they have confirmed that there has been no change in the circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact the ability of Independent Directors to discharge their duties with an objective independent judgment and without any external influence.

13. BOARD MEETINGS AND AGM

The Board meets at regular intervals as and when required to discuss the business polices and strategies apart from other routine business matters.

During the financial year 2025-26, the Board met 16 (Sixteen) times i.e. on April 28, 2025, May 30, 2025, June 20, 2025, August 14, 2026, September 01, 2025, October 06, 2025, October 10, 2025, October 14, 2025, October 17, 2025, November 14, 2025, November 22, 2025, December 22, 2025, December 31, 2025, January 15, 2026, February 14, 2026 and March 28, 2026.

Apart from as aforesaid, the gap between two meetings did not exceed one hundred and twenty days and the necessary quorum was present for all the meetings held during the year.

The attendance of the Directors at the Board Meetings and the AGM held during the Financial Year ended March 31, 2026 is as under:

Name of the Directors	Category	Number of Board Meetings (Entitled to attend)	Number of Board Meetings (Attended)	Last AGM attended
Mr. Karronn Naresh Bajaj	Chairman & Managing Director	16	16	Yes
Name of the Directors	Category	Number of Board Meetings (Entitled to attend)	Number of Board Meetings (Attended)	Last AGM attended
Mr. Karronn Naresh Bajaj	Chairman & Managing Director	16	16	Yes
Mrs. Priya Gupta	Independent, Non-Executive	16	09	Yes
Mr. Naresh Rupchand Bajaj	Non-Executive & Director	16	14	Yes
Mr. Kunal Suresh Sorathia	Independent, Non-Executive	16	13	Yes
Mrs. Aarti Horilal Singh	Independent, Non-Executive	16	12	Yes
Mrs. Krutika Shrenik Shah	Independent, Non-Executive	0	0	NA

During the year under review, the Independent Directors met without the presence of non-independent Directors on February 13, 2026 in order to evaluate:

i. The performance of Non-Independent Directors and Board, as a whole.
ii. The performance of Chairman of the Company taking into account the views of all the Directors on Board
iii. The quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors attended the meeting.

14. COMMITTEES OF THE BOARD

Pursuant to Regulation 15(2) of the SEBI Listing Regulations, provisions of Corporate Governance including Composition of Board are not applicable to the Company.

The composition of the Board of Directors is in conformity with the requirements of the Act read with the Rules framed thereunder.

a) AUDIT COMMITTEE

Constitution of the Audit Committee

A qualified and independent Audit Committee has been set up by the Board in compliance with the requirements of Section 177 of the Act read with rules framed thereunder.

The composition, quorum, powers, role and scope are in accordance with Section 177 of the Act. All the members of the Audit Committee are financially literate and have experience in financial management.

The Board has accepted all the recommendations of the Audit Committee during the Financial Year ended March 31, 2026.

Meeting and Attendance

The Committee met 4 (Four) times during the Financial Year ended March 31, 2026, i.e. on May 30, 2025, August 14, 2025, October 17, 2025 and February 14, 2026. The necessary quorum was present for all the meetings held during the year.

The composition of the Audit Committee and the details of meetings attended by members of the committee are given below:

Name of the Members	Category	Number of committee meetings (Entitled to attend)	Number of committee meetings (Attended)
Mrs. Priya Gupta (Chairman)	Independent & Non-Executive Director	4	4
Mr. Kunal Suresh Sorathia (Member)	Independent & Non-Executive Director	4	3
Mrs. Aarti Horilal Singh (Member)	Independent & Non-Executive Director	4	4

The previous AGM of the Company was held on September 30, 2025 and Mrs. Priya Gupta, Chairman of the Committee, was present at the last AGM to answer the shareholders' queries.

b) NOMINATION AND REMUNERATION COMMITTEE

Constitution of the Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company is constituted in compliance with Section 178 of the Act read with rules framed thereunder.

The composition, quorum, powers, role and scope are in accordance with Section 178 of the Act.

The Committee met 2 (one) time during the Financial Year ended March 31, 2026. i.e on December 19, 2025 and March 27, 2026. The necessary quorum was present for the meeting held during the year.

The composition of the Nomination and Remuneration Committee and the details of meetings attended by members of the Committee are given below:

Name of the Members	Category	Number of committee meetings (Entitled to attend)	Number of committee meetings (Attended)
Mr. Kunal Suresh Sorathia (Chairman)	Independent, Non-Executive Director	2	2
Mrs. Aarti Horilal Singh (Member)	Independent, Non-Executive Director	2	2
Mrs. Priya Gupta (Member)	Independent, Non-Executive Director	2	1

The previous AGM of the Company was held on September 30, 2025 and Mr. Kunal Suresh Sorathia, Chairman of the Committee, was present at the last AGM to answer the shareholders' queries.

3 STAKEHOLDERS RELATIONSHIP COMMITTEE

Constitution of the Stakeholders Relationship Committee

The Board has constituted the Stakeholders Relationship Committee comprising of three members. The composition of the Stakeholders Relationship Committee is in compliance with the provisions of Section 178 of the Act read with rules framed thereunder.

The composition of the Committee and the attendance of the members of the Stakeholders Relationship Committee during the Financial Year ended March 31, 2026 are as given below:

Name of the Members	Category	Number of committee meetings (Entitled to attend)	Number of committee meetings (Attended)
Mrs. Aarti Horilal Singh (Chairman)	Independent, Non-Executive Director	4	4
Mrs. Priya Gupta (Member)	Independent, Non-Executive Director	4	4
Mr. Kunal Suresh Sorathia (Member)	Independent, Non-Executive Director	4	3

The previous AGM of the Company was held on September 30, 2025 and Mrs. Aarti Horilal Singh, Chairman of the Committee, was present at the last AGM to answer the shareholders queries.

15. CORPORATE GOVERNANCE

Pursuant to Chapter IV of the SEBI Listing Regulations, the provision with regard to Corporate Governance is not applicable to the Company as the paid up equity share capital of the Company does not exceed Rs.10 crores and net worth does not exceed Rs. 25 crores as on the last day of the previous Financial Year.

16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under regulation 34 of the SEBI (LODR) Regulations, 2015 is annexed "Annexure-A" to this report.

17. ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Act and the SEBI Listing Regulations.

The Board evaluated its performance after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning etc. Additionally, the Chairman of the Board was also evaluated on key aspects of his role, taking into account the views of non-executive directors in the aforesaid meeting.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc. The above criteria are as provided by the Guidance Note on Board Evaluation issued by SEBI.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was 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.

18. TRAINING IMPARTED TO THE INDEPENDENT DIRECTORS

Every Independent Director, Non-Executive Director / Senior Managerial Personnel is familiarized about the Company's strategy, operations, organisation structure, human resources, quality, finance and risk management.

Further, at the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a Director. The terms and conditions of letter of appointment is available on the Company website at https://www.magnussteelinfra.in.

19. CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

The company has adopted a policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director and also remuneration for key managerial personnel and other employees. The policy is available on the Company's website at https://www.magnussteelinfra.in.

20. DETAILS OF LOANS AVAILED FROM DIRECTORS OR THEIR RELATIVES

The Company has availed loan from Mr. Karronn Naresh Bajaj and Mr. Aditya Naresh Bajaj, Directors of the Company, during the year under review:

(Amount in Lakh)

Sr. No. Name	Opening Balance beginning of the	Amount Borrowed	Amount Repaid	Closing Balance at the end of the year
1 Mr. Karronn Naresh Bajaj	-	34.35	33.50	0.85
2 Mr. Aditya Naresh Bajaj	-	32.50	-	32.50

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There were no Loan, guarantee given or investment made or security provided pursuant to Section 186 of the Act during the Financial Year under review.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH RELATED PARTIES

All the related party transactions entered into by the Company during the Financial Year were on an arm's length basis and were carried out in the ordinary course of business. There are no materially significant related party transactions made by the Company during the year under consideration with the Promoters, Directors or Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. All the related party transactions as required under Ind-AS 24 'Related Party Disclosures' are reported in other explanatory information, forming part of the financial statements.

Details of related party transactions are regularly placed before the Audit Committee and also before the Board for its approval. Wherever required prior approval of the Audit Committee is obtained.

The Company has not entered into any related party transaction during the Financial Year pursuant to the provisions of Section 188 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014, as amended from time to time. Hence, disclosure in Form AOC-2 has not been given.

23. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a) The Board affirms that the remuneration paid is as per the Remuneration Policy of the Company.
b) The percentage increase in the median remuneration of employees in the Financial Year is - Nil.
c) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last Financial Year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in managerial remuneration: Average percentile increase already made in the salaries of employees other than the managerial personnel in the last Financial Year is Nil and the percentile increase in the managerial remuneration is Nil.
d) Number of permanent employees on the rolls of the Company as on March 31, 2026 is Nil.
e) The ratio of the remuneration paid to each Director to the median remuneration of the employees of the Company during the Financial Year ended March 31, 2026:

Name of Director	Remuneration or sitting fees	Median Remuneration of the employees	Ratio
Mr. Karronn Naresh	-	-	-
Mr. Aditya Naresh Bajaj	-	-	-
Mrs. Priya Gupta	75000	-	-
Mr. Naresh Rupchand Bajaj	-	-	-
Mrs. Aarti Horilal Singh	-	-	-
Mr. Kunal Suresh Sorathia	-	-	-

The percentage increase in remuneration of Director: Nil
The percentage increase in remuneration of Chief Financial Officer and Chief Executive Officer - Nil
The percentage increase in remuneration of Company Secretary: Nil
There has been no remuneration or sitting fees paid to the Directors during the year under review.

The Company does not have any employee who is drawing a remuneration of Rs.102 Lakhs per annum or Rs.8.50 Lakhs per month as stipulated in the Act and the rules made thereunder. Hence, disclosures required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been provided, during the year under review.

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) and (10) of the Act read with the rules framed thereunder, the Company has formulated a Whistle Blower Policy for Directors and Employees to report to the management about the unethical behavior, fraud or violation of Company's Code of Conduct. The mechanism provides for adequate safeguards against victimisation of Employees and Directors who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee and no personnel of the Company have been denied access to the Audit Committee. The policy is available on the website of the Company at https://www.magnussteelinfra.in

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT

The Company has, during the year, rolled out a policy for prevention of Sexual Harassment of women in the organization, although it has no woman employed in the origination during the period under review.

26. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

There are no significant material orders passed by the Regulators/ Courts/ Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8(5)(vii) of Companies (Accounts) Rules, 2014 is not applicable.

27. RISK MANAGEMENT POLICY

The Company in order to comply with the provisions of the Act and to provide an effective mechanism for implementing risk management system had adopted the policy on risk management for evaluating and monitoring various risks that could threaten the existence of the Company. The Company had not faced any major risks and no major deviations from the actuals as attained by the Company. The Audit Committee has reviewed the policy periodically. The Board takes overall responsibility for the overall process of risk management in the organization.

The Board shall take note of any future threats and shall report to the Company for formulating an effective mechanism and strategy. The risk management policy is available on the website of the Company at https://www.magnussteelinfra.in

28. SECRETARIAL AUDITORS

Appointment

Pursuant to the provisions of Section 204 of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Ritesh Sharma, Proprietor of M/s. Ritesh Sharma & Associates, Practicing Company Secretary, (COP. No. 20742; A.C.S. 55260), have been appointed as the Secretarial Auditors to conduct the Secretarial Audit of the Company for a term of five consecutive years, to hold office from the conclusion of the 47th Annual General Meeting ("AGM") till the conclusion of the 52nd AGM to be held in the year 2030.

Secretarial Audit Report

The Report of the Secretarial Audit in Form MR-3 for the Financial Year ended March 31, 2026, is annexed herewith as "Annexure-A" and forms part of this report.

The Secretarial Audit Report does not contain any adverse remark, observation or disclaimer remarks by Secretarial Auditor.

However, the Secretarial Auditors have made certain observations to which our replay is as follows.

Observations	Reply
The Company was not in compliance with Regulation 6(1) of the SEBI LODR Regulations, 2015, with respect to the requirement to appoint a qualified Company Secretary as Compliance Officer. The non-compliance led to the imposition of penalty.	Company Paid the penalty and Appointed Ms. Kshipra Bansal as Company Secretary and Compliance Officer of the Company.

29. STATUTORY AUDITORS

In compliance with the RBI Guidelines on appointment of statutory auditor(s) by NBFC vide Circular RBI/2021-22/25 Ref. No. DoS.CD.ARG/SEC.01/08.91.001/2021-22 dated April 27, 2021 ("RBI Guidelines") and pursuant to Section 139(8)(i) of the Act M/s. Verma S & Associates, Chartered Accountants, Chennai having Firm Registration Number 328962E were appointed as the Statutory Auditors of the Company for a term of 5 (five) consecutive years at the 45th AGM held on September 26, 2023. Further, they have confirmed that they are not disqualified from continuing as the Statutory Auditors of the Company.

The Auditors' Report for the financial year ended March 31, 2026, on the financial statements of the Company is a part of this Annual Report. The Auditors' Report does not contain any adverse remark, qualification, reservation, or disclaimer remark.

30. EXTRACT OF THE ANNUAL RETURN

Pursuant to Section 134(3)(a) read with Section 92(3) of the Act, Annual Return of the Company is available on the website and can be accessed at https://www.magnussteelinfra.in

31. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has 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.

32. COST AUDIT

The Company is not required to maintain cost record as prescribed by the Central Government under the provisions of Section 148 of the Act in view of the closure of the plant in 1995 and cessation of manufacturing activities. No manufacturing activities or related services have been undertaken by the Company since then.

33. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place a robust internal financial control system, commensurate with the size of its operations and nature of its business activities. The Company has a standard operating procedure for various activities and operations and follows this standard operating procedure for its internal control procedures. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal financial control system in the Company, its compliance with operating systems, accounting procedures, application of the instructions and policies fixed by the senior management at all locations of the Company. The Audit Committee reviews the report on Internal Control submitted by the Internal Auditors on a quarterly basis.

Based on the assessment carried out by the Audit Committee, the internal financial controls were adequate and effective and no reportable material weakness or significant deficiencies in the design or operation of internal financial controls were observed during the Financial Year ended March 31, 2026.

34. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE PERIOD UNDER REVIEW ALONGWITH THEIR STATUS AS AT THE END OF THE PERIOD

No applications were made or any proceedings are pending by or against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the period under review or as at the end of the period.

35. DISCLOSURE REGARDING EXERCISE OF VOTING RIGHTS BY EMPLOYEES UNDER SECTION 67(3)(c) OF ACT

Disclosure under Section 67(3)(c) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014, with respect to voting rights not exercised directly by the employees of the Company is not required to be given.

36. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors, based on the representations received from the Operating Management and after due enquiry, hereby confirm that:

a) In the preparation of annual accounts for the Financial Year ended March 31, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) They had in consultation with Statutory Auditors, selected 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 as at March 31, 2026 and Loss of the Company for the year ended on that date;
c) 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;
d) They have prepared the annual accounts for the Financial Year ended March 31, 2026 on a "going concern" basis;
e) They have laid down internal financial controls, which are adequate and operating effectively;
g) They have devised proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

37. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

Provisions of Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, are not applicable to your Company as the Company does not fall under any of the criteria specified therein.

38. CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Company's website and can be accessed at https://www.magnusretail.in/

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

No information with regard to conservation of energy and technology absorption is required to be furnished as the Company did not manufacturing activity. Further, there were no foreign exchange earnings and outgo during the year under review.

40. CAUTIONARY STATEMENT

Statements in these reports describing company's projections statements, expectations and hopes are forward looking. Though, these expectations are based on reasonable assumptions, the actual results might differ.

41. ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the assistance and guidance extended by Stock Exchanges, Depositories, other statutory bodies and Company's Bankers for the assistance, cooperation and encouragement to the Company.

For and on behalf of the Board of Directors Magnus Steel and Infra Limited

Place: Nashik Date: May 01, 2026

Sd/- Karronn Naresh Bajaj Director DIN: 09375579

Sd/- Aditya Naresh Bajaj Director DIN: 09601315