MSTC Ltd

Reconciliation of Share Capital Audit

• Quarter ended 30 September 2026: Reconciliation of Share Capital Audit Report submitted.
• ISIN INE255X01014; Face value Rs 10 per share.
• Issued and listed capital: 70,400,000 shares; Rs 10 each.
• Dematerialised shares: CDSL 10,155,158 (14.42%); NSDL 60,104,942 (85.38%).
• Physical shares: 139,900 (0.20%).
• Register of Members updated as of 30 September 2026.
• Auditor: Priti Todi, Bajaj Todi & Associates; Compliance Officer: Ajay Kumar Rai.
• Common registry agency appointed: M/s. Bigshare Services Private Limited.
• Date: 12 October 2026; Place: Kolkata.
• UDIN: A014611H001830601.

MSTC Limited: Trading Window Closure from 1 October 2026 up to forty eight hours after the announcement of the Unaudited Financial Results for the quarter and half year ended 30 September 2026

AGM Details

• AGM held on 24 September 2026 at 11:00 AM via VC/OAVM.

Key Resolutions & Outcomes

• Resolution 1 (Ordinary): Adopt financials; passed 99.9978% for, 0.0022% against.
• Resolution 2: Dividend—interim 7.60 and final 8.10 per share; passed 99.9976%/0.0024%.
• Resolution 3: Re-appoint Shri Manobendra Ghoshal; passed 99.6638%/0.3362%.
• Resolution 4: Authorise Board to fix remuneration of Statutory Auditors appointed by CAG; passed 99.9976%/0.0024%.
• Resolution 5: Appoint Shri Siraiong Singpho as Independent Director; passed 93.8273%/6.1727%.
• Resolution 6: Appoint Shri Niwas Mandal as Independent Director; passed 93.8273%/6.1727%.
• Resolution 7: Appoint Smt. Santosh as Government Nominee Director; passed 93.9595%/6.0405%.

Dividend Details

• Dividend declared: interim Rs 7.60 per share; final Rs 8.10 per share.

Board / KMP changes

• No changes to Directors or KMP disclosed in this filing.

Overview

• MSTC Limited files standalone BRSR for FY2025-26 as a government enterprise.
• Core activities: e-auction, e-procurement, software solutions; 93.11% turnover.
• Reporting boundary: standalone; 61st Annual Report for FY2025-26.

Key ESG Risks & Opportunities

• Diversity in organisation – opportunity for growth and inclusive culture.
• Work-life balance – improves retention and productivity.
• Training, education, and career progression – enhances competency and retention.
• Resource efficiency – lowers costs and environmental impact.
• Customer privacy and data protection risk; mitigated by ISO 27001 and cybersecurity controls.
• Customer complaints risk if not promptly addressed.
• Anti-corruption risk; zero-tolerance policy and CDA rules.
• GeM portal impact risk; government procurement shift may reduce market exposure.

Governance & Policy Highlights

• Board maintains sustainability oversight via a dedicated committee; Integrity Pact embedded in contracts.
• Key policies: Related Party Transactions, Model Code of Conduct, Independent Directors' Code.
• Fraud Prevention Policy; no penalties or disciplinary actions in FY2025-26.

Social Responsibility & Workforce

• Total employees: 300; permanent 289; female 15.33%.
• Board women: 3 of 7 directors (42.86%).
• Turnover: permanent staff 3.46% in FY25-26; prior year 5.26%.
• Differently abled: total 9; 8 male, 1 female.
• Well-being expenditure: ₹949.21 lakhs; 2.57% of revenue.
• Human rights training: 91.33% coverage.
• CSR spend in aspirational districts: ₹73.76 lakhs; health equipment.
• Safety: zero LTIFR; no fatalities.
• 61 grievances filed; all disposed by 31 March 2026.
• Accessibility: all offices wheelchair accessible; Kolkata creche facility.
• Parental leave return-to-work/retention: 100%.

Environmental Performance

• Total energy consumption: 4,690 GJ; non-renewable energy 4,608 GJ; renewables not disclosed.
• GHG emissions: Scope 1 11.06 tCO2e; Scope 2 877.64 tCO2e; total 888.70 tCO2e.
• Emissions intensity: 2.40e-7 tCO2e per ₹ turnover; PPP 4.89e-6.
• Waste generated: total 12.72 MT; plastic 1.07; e-waste 3.38; batteries 1.20; non-hazardous 7.07.
• Water withdrawal: 4,050 kL; water consumption 4,050 kL; water intensity 1.0956e-6 L per ₹.

Stakeholder Engagement & Complaints

• Stakeholders: employees, customers, investors, suppliers, media, statutory authorities, communities.
• Engagement channels: email, CPGRAMS, portal, website; frequency varies by group.
• 61 grievances received; all disposed by 31 March 2026.
• CSR engages communities; material topics mapped; board reviews stakeholder feedback.

Other Notable Metrics

• MSME procurement share: 35.05% of inputs.
• Top 10 trading houses constitute 98.10% of trading-house purchases; ₹2,271.12 lakh from top 10.
• Sales to related parties: ₹36,965.66 lakh; 0.08% of total sales.
• Investments in related parties: ₹500 lakh; 100% of total investments.
• Affiliations: three chambers—ICC, CII, SCOPE.
• ISO certifications: ISO 9001:2015; ISO 27001:2022; Security Policy available.
• Life Cycle Analysis planned for services; LCA not yet conducted.
• CSR in aspirational districts totals ₹73.76 lakhs; multiple hospital/education initiatives.
• Public policy disclosures reviewed by Board; no adverse regulatory actions in current year.

Financial highlights

• Standalone Total Income: 45,303.69 lakh for FY2025-26.
• Standalone Revenue from Operations: 36,965.66 lakh.
• Standalone PAT: 22,168.87 lakh; EPS: 31.49.
• Dividend per share: 15.70 (7.60 interim, 8.10 final).
• ROE 24.08%; ROCE 34.11%.
• Current ratio 1.49; Borrowings 14,500.20 lakh.
• Cash and cash equivalents: 55,372.35 lakh.

Business mix and segments

• Two segments: Marketing and E-Commerce; E-Commerce dominates revenue.
• E-Commerce revenue: ~93.11% of revenue from operations; volume ~99.81% of total.
• Seg­mental revenue (FY25-26): Marketing 2,547.38 lakh; E-Commerce 41,253.07 lakh.
• Total segment revenue: 45,303.69 lakh; Profitability split not disclosed at segment level here.
• Key asset monetization and e-auction platforms underpin growth.

Major business developments

• Coal auctions: 38.92 million MT sold; value ₹7,516.09 crore.
• Critical minerals and ELVs focus; EPR platform development ongoing.
• DGFT TRQ portal and EXIM portals developed for gold and other commodities.
• 50:50 JV Mahindra MSTC Recycling: impairment of 144 lakh; carrying amount ₹2,850 lakh.

Capital allocation and dividends

• Interim dividend 7.60 per share; final 8.10 per share; total 15.70 per share.
• Total dividend payout: ₹11,052.80 lakh.
• Share capital unchanged at ₹7,040 lakh; reserves ₹85,015.40 lakh; standalone equity ₹92,055.40 lakh.
• Investments in JV: ₹500 lakh in Mahindra MSTC Recycling; impairment recognised in standalone.

Debt, liquidity and capital structure

• Borrowings (standalone) at ₹14,500.20 lakh; cash and investments strengthen liquidity.
• Net cash from operating activities: negative ₹2,779.42 lakh in FY2025-26.
• Total current assets: ₹160,418.72 lakh; total liabilities: ₹107,599.86 lakh.
• Consolidated view includes JV considerations; overall leverage remains modest.

Governance, risk and audit

• Independent directors appointed: Siraiong Singpho and Niwas Mandal; Govt Nominee Sudershan Mendiratta appointed mid-2025.
• Ramesh Kumar Soni ceased as Independent Director on 15.04.2026.
• Board committees: Audit, NRC, CSR, Stakeholders Relationship, Risk Management; governance under SEBI LODR and DPE guidelines.
• CAG observations on ECL policy and disclosure; management responses disclosed; internal controls reviewed.

ESG, CSR and HR practices

• CSR expenditure: ₹734.64 lakh; two percent of average net profit target: ₹6.95 crore.
• 207 capital assets created under CSR projects in 2025-26.
• CSR beneficiaries include marginalised groups; notable district-level CSR initiatives in Odisha and Kerala.
• ISO/ISMS and security posture underpin ESG data governance.

Outlook and strategic priorities

• Digital transformation and AI-enabled procurement/auctions to remain core.
• Expansion in green/circular economy via EPR platforms and ELV processes.
• Private-sector expansion in scrap disposal and asset monetization via MoU with SBI Caps.
• Phasing out from the old trading vertical; focus on software platforms and government portals.

AGM Details

• 61st AGM on 24 September 2026 at 11:00 AM IST via VC/OAVM; deemed venue: Registered Office

Record Date & Book Closure

• Record date fixed as 17 September 2026
• Register of Members and transfer books closed 18–24 September 2026

Dividend

• Final dividend for FY2025-26, if declared, will be paid to members on the record date

Agenda & Resolutions

• Business to be transacted as per AGM Notice dated 13 August 2026

Resolution details

• Purpose: Special Resolution to alter the Objects Clause of the MOA.
• Resolution type: Special resolution altering the Memorandum of Association's objects.
• Outcome: Passed with requisite majority; 99.995% in favour, 0.00465% against.
• Votes cast: 48,434,581 total shares; 48,432,328 in favour, 2,253 against.
• Abstentions: 0.
• Material impact: MOA objects altered; no immediate share capital change.
• Promoter interest: No.