The Board of Directors ("the Board”) has the pleasure of presenting the 24^th (Twenty Fourth) Annual Report on the
business and operations of the Company together with the Audited Financial Statements for the financial year ended
31^st March, 2025.

FINANCIAL PERFORMANCE

The financial performance of your Company for the Financial Year ended 31^st March, 2025 is summarized below:

(H in Lacs)

STATE OF COMPANY'S AFFAIRS AND
FUTURE OUTLOOK

Kindly refer to the 'Management Discussion and
Analysis Report' which forms part of this Annual Report.

CHANGES IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of
the Company during the year under review.

DIVIDEND

In view of the planned business growth, your Directors
deem it proper to preserve the resources of the Company
for its future and therefore do not propose any dividend
for the Financial Year ended 31^st March, 2025.

No amount was required to be transferred to the Investor
Education and Protection Fund (IEPF) during the period
under review.

TRANSFER TO RESERVES

The Board does not propose any amount for transfer to
the General Reserve.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on
31^st March, 2025 stood at H655.34 Lacs. During the year
under review, the Company has not issued any further
shares.

During the year under review, there were no changes
in the authorized, issued, subscribed and paid-up share
capital of the Company.

During the year under review, there was no
reclassification, sub-division, reduction of share capital,
buy back of shares, changes in capital structure resulting
from restructuring and changes in voting rights of the
equity shares of the Company.

DETAILS PERTAINING TO SHARES IN
SUSPENSE ACCOUNT

Details of shares held in the demat suspense account
as required under Regulation 34(3) read with Schedule
V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended
(hereinafter referred to as "Listing Regulations”)
forms a part of the Corporate Governance Report in
"Annexure - A".

DETAILS UNDER SECTION 67(3) OF THE
COMPANIES ACT, 2013 IN RESPECT OF
ANY SCHEME OF PROVISIONS OF MONEY
FOR PURCHASE OF OWN SHARES BY
EMPLOYEES OR BY TRUSTEES FOR THE
BENEFIT OF EMPLOYEES

There were no such instances during the year under
review.

OPERATIONS AND BUSINESS
PERFORMANCE

The performance of the Company during the Financial
Year 2024-25 was moderate considering the overall
growth of the Industry. The Company reported a
revenue of H584.18 Crores on Standalone basis during
FY 2024-25 as against H631.96 Crores during the FY 2023¬
24, which was 8.17% lower than the previous year due
to consolidation of Company's various operations. The
primary revenue was driven by colour -coated steel
sheets and coils which accounted for around 33.44%
of total income. This was followed by revenue from
galvanized steel sheets and hot rolled steel sheets and
coils. The Company would control expenses at all levels
which helped the Company to maintain its profitability.
EBITDA stood at H25.68 Crores in FY 2024-25 as against
H48.07 Crores reported during the FY 2023-24. Earnings
per share of the Company was H1.79 for FY 2024-25 which
was lower by H2.82 compared to previous financial year.

The Company took a major expansion drive by
establishing a new Aluzinc coated steel line in its Haldia
facility. The new line is expected to be operational
during the first quarter of the current financial year. The
Board is confident that this expansion is expected to
significantly contribute to the volumes and margins of
the Company during the current financial year.

The details of operation and business performance of
the Company during the period under discussion has
been elaborated in the 'Management Discussion and
Analysis Report' forming part of this Annual Report.

MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

Management Discussion and Analysis Report for the
year under review, as stipulated under Regulation
34(2) (e) read with Para B to Schedule V of the Listing
Regulations forms part of this Annual Report.

DETAILS RELATING TO MATERIAL

VARIATIONS

The Company has not issued any prospectus or letter of
offer during the last five years and raised no money from
the public and as such the requirement for providing the
details relating to material variation is not applicable to
the Company for the year under review.

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

There is no material change and/or commitment of
the Company during the period between the end of the
financial year 2024-25 and the date of this report that
can affect the financial position of the Company for the
year under review.

ANNUAL RETURN

Pursuant to Section 92(3) and 134(2)(a) of the Companies
Act, 2013 (hereinafter referred to as "the Act”), the draft
Annual Return in Form MGT-7 for the year ended 31^st
March, 2025 has been uploaded on the website of the
Company and the web link thereto is https://www.
manaksiasteels.com/pdf/Draft-MGT-7.pdf.

The final Annual Return shall be uploaded in the same
weblink after the said Return is filed with the Registrar of
Companies, Kolkata.

CORPORATE GOVERNANCE REPORT

The Company follows the corporate governance
guidelines and best practices sincerely and discloses
timely and accurately, information regarding the
operations and performance of the Company.

Pursuant to Regulation 34 read with Para C to Schedule
V of the Listing Regulations, a Report on Corporate
Governance along with a certificate from the Statutory
Auditors of the Company confirming compliance
with the conditions of the Corporate Governance is
forming part of this Directors' Report and marked as
"Annexure-A".

MEETINGS OF THE BOARD OF DIRECTORS

The details of the meetings of the Board of Directors of
the Company held during the year have been provided
in the Corporate Governance Report forming part of this
Directors' Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls
(IFC) and compliance systems established and
maintained by the Company, work performed by the
internal auditors, statutory auditors, cost auditors,

secretarial auditors and the reviews performed by
management and the relevant Board Committees,
including the Audit Committee, the Board is of the
opinion that the Company's IFC were adequate and
effective during Financial Year 2024-25.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of
the Act, the Board of Directors of the Company, to the
best of its knowledge and ability, confirms that:

a) in the preparation of the annual accounts for
the year ended 31^st March, 2025, the applicable
accounting standards had been followed along with
proper explanation relating to material departures, if
any;

b) the Directors had 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 as at the end of the financial year
2024-25 and of the profit of the Company for that
period;

c) the Directors had 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) the annual accounts had been prepared on a going
concern basis;

e) the Directors had laid down internal financial
controls to be followed by the Company and that
such internal financial controls were adequate and
operating effectively;

f) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems are adequate and operating
effectively.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

Changes in Directors and Key Managerial
Personnel

During the year under review, Dr. Kali Kumar Chaudhuri
(DIN: 00206157) ceased to be the Director of the
Company with effect from 18^th September, 2024 upon
conclusion of the 23^rd Annual General Meeting (AGM)
due to completion of his second term of five years as an
Independent Director.

Further, the Shareholders at their 23^rd AGM of the
Company held on 18^th September, 2024 approved the
re-appointment of Mr. Ramesh Kumar Maheswari (DIN:
00545364) as an Independent Director of the Company
to hold office for second term of five consecutive years
with effect from 16^th July, 2024.

Further, during the year under review, Mr. Biswanath
Bhattacharjee (DIN: 00545918) has been appointed as an
Independent Director of the Company with effect from
16^th July, 2024 and the same has been approved by the
Shareholders at the 23^rd Annual General Meeting of the
Company held on 18^th September, 2024.

Further, during the year under review, Mr. Varun
Agrawal (DIN: 00441271), has been re-appointed as
Managing Director of the Company for a further period
of three years with effect from 11^th February, 2025 and
the same has been approved by the Shareholders at the
23^rd Annual General Meeting of the Company held on
18^th September, 2024.

Except as stated above, there has been no change in the
composition of the Board of Directors of the Company.

Retirement by Rotation

In accordance with the provision of Section 152 of the
Act read with Article 87(1) of the Articles of Association
of the Company, Mr. Suresh Kumar Agrawal (DIN:
00520769) Director, is liable to retire by rotation at the
ensuing 24^th Annual General Meeting and being eligible,
offers himself for re-appointment.

Key Managerial Personnel

There has been no change in the Key Managerial
Personnel of the Company during the year under review.

Independent Directors

The Independent Directors of the Company have
submitted requisite declarations confirming that they
continue to meet the criteria of independence as
prescribed under Section 149(6) of the Act and Regulation
16(1)(b) of the Listing Regulations. The Independent
Directors have also confirmed that they have complied
with Schedule IV of the Act and the Company's Code of
Conduct. In the opinion of the Board, there has been
no change in the circumstances which may affect
their status as independent directors of the Company
and the Board is satisfied of the integrity, expertise and
experience of all independent directors on the Board.

All the Independent Directors of the Company have
registered themselves with the Independent Directors'
Data Bank maintained by the Indian Institute of
Corporate Affairs (IICA). In terms of Section 150 of the
Act read with Rule 6(4) of the Companies (Appointment
and Qualification of Directors) Rules, 2014, the
Independent Directors are required to undertake online
proficiency self-assessment test conducted by the IICA
within a period of two years from the date of inclusion
of their names in the data bank, unless they fall within
the exempted category. All the Independent Directors
who are not falling within the exempted category,
have successfully cleared the online proficiency self¬
assessment test.

None of the Directors of the Company is disqualified
and/or debarred as per the applicable provisions of the
Act and the Securities and Exchange Board of India (the
"SEBI”).

COMPLIANCE WITH THE CODE OF
CONDUCT

All Directors, Key Managerial Personnel and senior
management personnel of the Company have confirmed
compliance with the Code of Conduct applicable to
the Directors and employees of the Company. The
Managing Director has given the certificate as required
under Regulation 34(3) read with Part D of Schedule V of
the Listing Regulations regarding compliance with the
Code of Conduct of the Company for the year ended on
31^st March, 2025, which forms part of this Report.

The Code of Conduct is available on the Company's
website www.manaksiasteels.com.

SECRETARIAL STANDARDS

The Institute of Company Secretaries of India has issued
Secretarial Standard -1 (SS-1) on 'Meeting of the Board of
Directors' and Secretarial Standard - 2 (SS-2) on 'General
Meeting' and both the Secretarial Standards have been
approved by the Central Government under Section
118(10) of the Act. Pursuant to the provisions of Section
118(10) of the Act, it is mandatory for the Company to
observe the secretarial standards with respect to Board
Meetings and General Meetings. The Company has
adopted and followed the set of principles prescribed in
the respective Secretarial Standards for convening and
conducting Meetings of the Board of Directors, General
Meetings and matters related thereto. 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.

STATUTORY AUDITORS AND AUDITORS'
REPORT

M/s S K Agrawal and Co. Chartered Accountants
LLP, Chartered Accountants, (Firm Registration No.
3306033E/E300272) has been appointed as Statutory
Auditors of the Company at the 23^rd AGM of the
Company held on 18^th September, 2024, for a period of
five consecutive years to hold office from the conclusion
of the 23^rd AGM till the conclusion of the 28^th AGM of the
Company on such remuneration as may be determined
by the Board of Directors based on the recommendation
of the Audit Committee and mutually agreed by the
Statutory Auditors, in addition to the reimbursement of
out of pocket expenses as may be incurred by them for
the purpose of audit.

There is no observation (including any qualification,
reservation, adverse remarks or disclaimer) of the
Auditors in their Audit Report that may call for any
explanation from the Directors. The specific notes

forming part of the accounts referred to in the Auditor's
Report are self-explanatory and give complete
information.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 read with Regulation
24A of the Listing Regulations, the Board of Directors
of the Company has appointed M/s. MKB & Associates,
Practicing Company Secretaries, Kolkata as Secretarial
Auditors to conduct Secretarial Audit of the Company
for the Financial Year 2024-25. Further, as per the recent
amendments in Listing Regulations, the appointment
of Secretarial Auditors has to be approved by the
shareholders in an Annual General Meeting. Necessary
resolution to that effect will be embodied in the Notice
of ensuing AGM for the year 2025 for approval of the
Shareholders.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report in Form MR-3 as given by
the Secretarial Auditors of the Company for the financial
year ended 31^st March, 2025, forms part of the Directors'
Report and is annexed as "Annexure-B".

The Secretarial Audit Report confirms that the Company
has complied with the provisions of the Act, Rules,
Regulations, and Guidelines and there is no deviation or
non-compliance. There is no observation (including any
qualification, reservation, adverse remarks or disclaimer)
of the Secretarial Auditors in their Audit Report that may
call for any explanation from the Directors.

The Company has appointed Bajaj Todi & Associates,
Practicing Company Secretaries, Kolkata to carry out
the necessary audit in terms of Regulation 24A of Listing
Regulations. The Annual Secretarial Compliance Report
received from Bajaj Todi & Associates was placed before
the Board and has been filed with the Stock Exchanges
where the Securities of the Company are listed.

COST AUDITORS AND MAINTENANCE OF
COST RECORDS

The Company is required to maintain cost records as
specified by the Central Government under sub-section
(1) of section 148 of the Act; and accordingly such
accounts and records are made and maintained.

Pursuant to the requirement of Section 148 of the Act, cost
audit is applicable to your Company for manufacturing
items covered under Rule 3 of the Companies (Cost
Records and Audit) Rules, 2014. The Board of Directors
of your Company on the recommendation of the Audit
Committee has appointed M/s B. Mukhopadhyay &
Co, Cost Accountants, Kolkata as Cost Auditors of the
Company for the Financial Year 2024-25. As required
under the Act, the remuneration payable to the Cost
Auditors for FY 2024-25 was ratified by the shareholders
in the AGM held on 18^th September, 2024.

The Board, pursuant to the provisions of Section 148 of
the Act, read with Companies (Cost Records and Audit)
Rules, 2014 has re-appointed M/s B. Mukhopadhyay
& Co, Cost Accountants, Kolkata as the Cost Auditors
of the Company for the Financial Year 2025-26
and accordingly, a resolution for seeking Members
ratification for the remuneration payable to the Cost
Auditors for the FY 2025-26, would be placed before
the forthcoming 24^th AGM of the Company for their
approval. The Cost Auditors are expected to file the cost
audit report with the Central Government within the
specified period.

INTERNAL AUDITORS

The Audit Committee and the Board of Directors of the
Company have appointed KASG & Co., (Firm Regn. No.
002228C) Chartered Accountants, Kolkata as Internal
Auditors of the Company for the Financial Year 2024-25.
Further, in its meeting held on 28^th May, 2025, the Board
on recommendation made by the Audit Committee
has reappointed KASG & Co., Chartered Accountants,
Kolkata as Internal Auditors of the Company for the
financial year 2025-26.

FRAUD REPORTING

There was no fraud reported by the Auditors of the
Company under Section 143(12) of the Act to the Audit
Committee or the Board of Directors during the financial
year under review.

CYBER SECURITY

The Company has established requisite technologies,
processes and practices designed to protect networks,
computers, programs and data from external attack,
damage or unauthorized access.

The Board review the cyber security risks and mitigation
measures from time to time.

DISCLOSURE ON EMPLOYEE STOCK
OPTION/ PURCHASE SCHEME

During the year under review, your Company has not
provided any employee stock option/ purchase scheme.

PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS UNDER SECTION 186 OF
THE ACT

The full particulars of the loans given, investments
made, guarantees given or security provided and the
purpose for which the loan or investment or guarantee
or security is proposed to be utilised as per the provisions
of Section 186 of the Act are provided in the notes to the
Financial Statements (Refer note no. 4 & 8).

PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS UNDER SECTION 186 OF
THE ACT

The particulars of the loans given, investments made,
guarantees given or security provided and the purpose
for which the loan or investment or guarantee or security
is proposed to be utilised as per the provisions of Section
186 of the Act are provided in the notes to the Financial
Statements (Refer note no. 4 & 8). The company has
not invested in the securities of other body corporates
or extended any loan or guarantees thereof during the
financial year ended 31^st March, 2025. However, the
Company has invested in securities of other corporates
and outstanding balance is H4726.49 lacs as on 31^st March
2025 details whereof are provide in note 4 attached
with the Financial Statements. The Company has no
outstanding balance of loans and guarantee given as on
31^st March, 2025.

PARTICULARS OF CONTRACT OR
ARRANGEMENTS WITH RELATED PARTIES

In compliance with the provisions of the Act and the
Listing Regulations, all Related Party Transactions
(RPTs) were placed before the Audit Committee for
approval. Omnibus approval of the Audit Committee
was obtained on a yearly basis for the transactions that
are foreseen and repetitive in nature. In accordance with
the requirement of Regulation 23 of Listing Regulations,
the material RPTs entered into by the Company during
the FY 2024-25 were approved by shareholders through
Postal Ballot. The transactions pursuant to the omnibus
approval so granted were reviewed periodically and
a detailed quarterly statement of all Related Party
Transactions duly certified by the Chief Financial
Officer of the Company was placed before the Audit
Committee. The policy on RPTs, as approved by the
Board, is available on the Company's website at http://
www.manaksiasteels.com and the weblink thereto
https://www.manaksiasteels.com/Policy-on-Related-
Party-Transactions.pdf

During the year under review, all RPTs were at Arm's
Length Price basis and were executed in the Ordinary
Course of Business. The particulars of contracts or
arrangements with related parties referred to in Section
188(1) of the Act in the prescribed Form AOC-2, form
part of this Director's Report.

In compliance with the requirements of Regulation 23 of
Listing Regulations and the Act, shareholders' approval
has been taken for material related party transactions to
be entered into by the Company and/or its subsidiaries
during the FY 2025-26.

There are no materially significant transactions entered
into by your Company with Promoters, Directors or
Key Managerial Personnel (KMPs), which have potential
conflict with the interest of the Company at large.

PARTICULARS OF LOANS/ADVANCES/
INVESTMENTS OUTSTANDING DURING
THE FINANCIAL YEAR AND OTHER
TRANSACTIONS WITH PROMOTER/
PROMOTER GROUP AS REQUIRED
UNDER SCHEDULE V OF THE LISTING
REGULATIONS

The details of related party disclosures with respect
to loans/ advances/ investments at the year end and
maximum outstanding amount thereof during the year
as required under Para A of Schedule V of the Listing
Regulations have been provided in the notes to the
Financial Statements of the Company. (Refer note no.
35).

The details of transactions, if any, entered into by the
Company with any person or entity belonging to the
promoter or promoter group holding 10% or more of the
shareholding of the Company has also been provided in
the notes to the Financial Statements of the Company.

DETAILS OF CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

The details required pursuant to the provisions of Section
134(3)(m) of the Act read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, relating to Conservation of
Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo forms part of this Directors Report
and marked as "Annexure-C".

RISK MANAGEMENT SYSTEM

Risk Management is the process of identification,
assessment and prioritization of risks followed by
coordinated efforts to minimize, monitor and mitigate
the probability and/or impact of any unfortunate events
or to maximize the realization of opportunities.

The Company has a structured Risk Management
System, designed to safeguard the organization from
various risks through adequate and timely actions. The
Company manages, monitors and reports on its risks
and uncertainties that can impact its ability to achieve
its objectives. The major risks have been identified by
the Company and its mitigation process/ measures have
been formulated.

AUDIT COMMITTEE

The Company pursuant to the requirements of the
provisions of Section 177 of the Act read with Regulation
18 of the Listing Regulations, has in place an Audit
Committee. The Committee focuses on certain specific
areas and makes informed decisions in line with the
delegated authority and function according to the roles
and defined scope. The details of composition, terms of
reference and number of meetings held for the Committee
are provided in the Corporate Governance Report.

There were no such instances wherein the Board had not
accepted the recommendation of the Audit Committee.

NOMINATION AND REMUNERATION
COMMITTEE

The Company pursuant to the requirements of provisions
of Section 178(1) of the Act read with Regulation 19 of
the Listing Regulations, has in place a duly constituted
Nomination and Remuneration Committee. The details
of composition, terms of reference and number of
meetings held for the Committee are provided in the
Corporate Governance Report.

The Company, pursuant to provisions of Section
178 of the Act and Regulation 19 read with Para A of
Part D of Schedule II of the Listing Regulations, upon
recommendation of the Nomination and Remuneration
Committee has devised a Remuneration Policy
applicable to all Senior Executives of the Company

i.e. Directors, Key Managerial Personnel and Senior
Management. The said policy has been uploaded on
the website of the Company and the weblink is https://
www.manaksiasteels.com/RemunerationPolicy.pdf

There were no such instances wherein the Board had
not accepted the recommendation of the Nomination
and Remuneration Committee.

STAKEHOLDERS RELATIONSHIP
COMMITTEE

As required by the provisions of Section 178(5) of the
Act read with Regulation 20 of the Listing Regulations,
the Company has in place the Stakeholders Relationship
Committee. The details of composition, terms of
reference and number of meetings held for the
Committee are provided in the Corporate Governance
Report.

CORPORATE SOCIAL RESPONSIBILITY
COMMITTEE

The Company has constituted a Corporate Social
Responsibility Committee (hereinafter referred to as
"CSR Committee”) in accordance with Section 135 of the
Act and Rules made thereunder. The composition and
the detailed terms of reference of the CSR Committee are
provided in the Corporate Governance Report. The CSR
activities are inter-alia, focused on activities relating to
environmental sustainability & maintaining the quality
of air, promoting education & health care including
preventive health care and animal welfare.

The report on CSR activities pursuant to clause (o) of
sub-section (3) of Section 134 of the Act and Rule 8 of
the Companies (Corporate Social Responsibility Policy)
Rules, 2014 forms part of this Director's Report and is
marked as "Annexure-'D''.

The Company has formulated a CSR Policy indicating
the activities to be undertaken by the Company. The
Policy has also been uploaded on the Company's website
and the weblink thereto is: https://www.manaksiasteels.
com/CorporateSocialResponsibility.pdf

There were no such instances wherein the Board had not
accepted the recommendation of the CSR Committee.

DISCLOSURE UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has constituted an Internal Complaint
Committee in compliance with the provisions of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

Any employee may report her complaint to the Internal
Complaint Committee formed for this purpose. The
Company affirms that during the year under review,
adequate access was provided to any complainant who
wished to register a complaint. During the year, the
Company has not received any complaint of sexual
harassment.

ANNUAL EVALUATION OF BOARD
PERFORMANCE AND PERFORMANCE
OF ITS COMMITTEES AND INDIVIDUAL
DIRECTORS

Pursuant to the provisions of the Act and Regulation 25
of the Listing Regulations, the Board has carried out an
Annual Evaluation of its own performance, performance
of the Directors individually as well as the evaluation of
the working of its Committees. Pursuant to the provisions
of the Act and Regulation 25 of the Listing Regulations
read with the Guidance Note on Board Evaluation
of SEBI dated 5^th January, 2017, the Nomination and
Remuneration Committee has laid down the criteria for
performance evaluation, in a structured questionnaire
form after taking into consideration various aspects of
the Boards functioning, composition of the Board and
its Committees, culture, execution, diligence, integrity,
awareness and performance of specific laws, duties,
obligations and governance, on the basis of which, the
Board has carried out the Annual Evaluation of its own
performance, the performance of Board Committee
and of Directors individually, by way of individual and
collective feedback from Directors. Further, pursuant to
para VII of Schedule IV of the Act and provisions of the
Listing Regulations, the Independent Directors of the
Company, without participation of Non-Independent
Directors and Members of Management, convened a
separate meeting on 28^th May, 2025, to inter-alia perform
the following:

Ý review the performance of the Chairperson of
the Company, taking into account the views of
executive directors and non-executive directors;

Ý Review the performance of Non-Independent
Directors and the Board as a whole;

Ý Assess the quality, quantity and timeliness of the flow
of information between the Company Management
and the Board that is necessary for the Board to
effectively and reasonably perform their duties.

The criteria for evaluation are briefly provided below:

The review of the performance of Non-Independent
Directors was done, after discussing with them
on various parameters, such as, skill, competence,
experience, degree of engagement, ideas & planning,
etc. The Board performance was reviewed on various
parameters, such as, adequacy of the composition of the
Board, Board culture, appropriateness of qualification &
expertise of Board Members, process of identification and
appointment of Independent Directors, inter-personal
skills, ability to act proactively, managing conflicts,
managing crisis situations, diversity in knowledge and
related industry expertise, roles and responsibilities
of Board members, appropriate utilization of talents
and skills of Board Members, etc. The evaluation of
Independent Directors has been done by the entire
Board of Directors which includes performance of the
Directors and fulfillment of the independence criteria
and their independence from the Management as
specified in the Listing Regulations.

The Board of Directors of the Company expressed their
satisfaction with the process of review and evaluation
of the Board, its Committees and of Individual Directors
during the year under review and also concluded that
no further action is required based on the current year's
observations.

FAMILIARIZATION PROGRAMME FOR
INDEPENDENT DIRECTORS

In terms of Regulation 25(7) of the Listing Regulations,
your Company is required to conduct Familiarization
Programme for Independent Directors (IDs) to
familiarize them about your Company including nature
of industry in which the Company operates, business
model of the Company, roles, rights and responsibilities
of IDs and any other relevant information. Further,
pursuant to Regulation 46 of Listing Regulations, the
Company is required to disseminate on its website,
details of the Familiarization Programme imparted to
IDs, including the details of:

i) number of programmes attended by IDs (during the
year and on a cumulative basis till date),

ii) number of hours spent by IDs in such programmes
(during the year and on a cumulative basis till date),
and;

iii) other relevant details.

Familiarization Programme undertaken for Independent
Directors is provided at the following weblink: https://
www.manaksiasteels.com/pdf/Familiarization-
Programme-data_2025.pdf

SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

No new entity has become a Subsidiary, Joint Venture
or Associate of the Company during the Period.

Pursuant to the provisions of Section 129(3) of the Act
read with Rule 5 of the Companies (Accounts) Rules,
2014, the details containing salient features of the
Financial Statements of subsidiary companies/ associate
companies/ joint ventures in Form AOC-1 form a part of
this Annual Report.

The details of the performance of the Subsidiary
Companies are as follows:

Foreign Subsidiaries:

Technomet International FZE

This Company was a subsidiary of Manaksia Steels
Limited and it has been voluntarily liquidated during the
period under review. Necessary disclosure in this regard
was also filed with the Stock Exchanges.

Federated Steel Mills Limited

This Company is a subsidiary of Manaksia Steels Limited.
The Revenue of the Company during the year ended 31^st
March, 2025 stood at Naira 90976.34 Lacs (equivalent to
H5018.82 Lacs). During the said period, the Company
had a net loss of Naira 1489.16 Lacs (equivalent to a net
loss of H82.15 Lacs).

Far East Steel Industries Limited

This Company is a subsidiary of Manaksia Steels Limited.
There was no Revenue of the Company during the year
ended 31^st March, 2025.

Sumo Agrochem Limited

This Company is a subsidiary of Manaksia Steels Limited.
There was no Revenue of the Company during the
year ended 31^st March, 2025. During the said period the
Company had a net loss of Naira 16.29 Lacs (equivalent
to a net loss H0.90 Lacs).

Except as stated hereinabove, the Company does not
have any joint venture or associate company during the
year under review.

MATERIAL SUBSIDIARY COMPANIES

In accordance with Regulation 16(1)(c) of the Listing
Regulations, material subsidiary shall mean a
subsidiary, whose turnover or net worth exceeds ten
percent of the consolidated turnover or net worth
respectively, of the listed entity and its subsidiaries in
the immediately preceding accounting year. Federated
Steel Mills Limited is no more a material subsidiary of
the Company. The Company has formulated a Policy
for determining Material Subsidiaries in accordance
with the Listing Regulations, and the said Policy for
determining Material Subsidiaries is available at the
following weblink: https://www.manaksiasteels.com/
PolicyForDeterminingMaterialSubsidiaries.pdf

DEPOSITS

The Company has neither accepted nor renewed
any deposits from the public and as such, there are
no outstanding deposits during the Financial Year
under review in terms of the provisions of Companies
(Acceptance of Deposits) Rules, 2014.

STATEMENT IN RESPECT OF
ADEQUACY OF INTERNAL FINANCIAL
CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS

The Company has in place adequate internal financial
controls with reference to financial statements. Your
Directors have laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and are operating
effectively. The Board, to ensure that the internal financial
control of the Company are commensurate with its size,
scale and complexities of its operations, based on the
recommendation of the Audit Committee in its meeting
held on 28^th May, 2024 had appointed KASG & Co., (FRN
Regn. No.002228C), Chartered Accountants, as Internal
Auditors of the Company for the financial year 2024-25.

The Audit Committee reviews the Report submitted by
the Internal Auditors. The Audit Committee also actively
reviews the adequacy and effectiveness of the internal
control systems. In this regard, your Board confirms the
following:

a) Systems have been laid down to ensure that all
transactions are executed in accordance with
management's general and specific authorization.
There are well-laid manuals for such general or
specific authorization.

b) Systems and procedures exist to ensure that all
transactions are recorded as necessary to permit
preparation of financial statements in conformity
with generally accepted accounting principles or
any other criteria applicable to such statements,
and to maintain accountability for aspects and the
timely preparation of reliable financial information.

c) Access to assets is permitted only in accordance
with the management's general and specific
authorization. No assets of the Company are
allowed to be used for personal purposes, except in
accordance with the terms of employment or except
as specifically permitted.

d) The existing assets of the Company are verified/
checked at reasonable intervals and appropriate
action is taken with respect to differences, if any.

e) Proper systems are in place for the prevention and
detection of frauds and errors and for ensuring
adherence to the Company's policies.

WHISTLE BLOWER POLICY/ VIGIL
MECHANISM

In compliance with the provisions of Section 177(9) of
the Act and Regulation 22 of the Listing Regulations,
the Company has framed a Whistle Blower Policy to
establish a vigil mechanism for Directors and employees
to report genuine concerns about actual or suspected
unethical behavior, malpractice, wrongful conduct,
discrimination, sexual harassment, fraud, violation of
the Company's policies including Code of Conduct

without fear of reprisal/retaliation. The Whistle Blower
Policy provides for sufficient measures so as to safeguard
Whistle Blower against any possible victimization. The
Whistle Blower Policy/Vigil Mechanism has also been
uploaded on the Company's website and the weblink is:

https://www.manaksiasteels.com/WhistleBlowerPolicy.

pdf

DETAILS OF THE APPLICATION MADE OR
ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE,
2016 DURING THE YEAR ALONGWITH
THEIR STATUS AT THE END OF THE
FINANCIAL YEAR

No application has been made or proceedings are
pending against the Company as a corporate debtor
under the Insolvency and Bankruptcy Code, 2016 during
the year.

DETAILS OF THE DIFFERENCE BETWEEN
THE AMOUNT OF THE VALUATION DONE
AT THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE WHILE
TAKING LOAN FROM BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS
THEREOF.

There was no one time settlement made with the Banks
or Financial Institutions during the Financial Year 2024¬
25 and accordingly no question arises for any difference
between the amount of the valuation done at the time
of one time settlement and the valuation done while
taking loan from Banks or Financial Institutions during
the year under review.

PARTICULARS OF EMPLOYEES AND
RELATED DISCLOSURES

The disclosure pertaining to remuneration and other
details as required under the provisions of Section
197(12) of the Act, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 forms a part of this Directors'
Report and marked as "Annexure -E"

Details of employees of the Company who drew
remuneration in excess of the limits specified under
the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 has
been provided in "Annexure -E'' of the Director's Report.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the provisions of the Act and Listing
Regulations, the Consolidated Financial Statements
of the Company and its subsidiaries are attached. The
Consolidated Financial Statement has been prepared in
accordance with the applicable Accounting Standards
issued by The Institute of Chartered Accountants of India
and sets out the financial resources, assets, liabilities,
income, profits and other details of the Company and
its subsidiaries.

GENERAL

Your Directors confirm that no disclosure or reporting
is required in respect of the following items as there was
no transaction on these items during the year under
review:

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

2. Issue of Sweat Equity Shares;

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

ACKNOWLEDGEMENT

Your Company continues its relentless focus on
strengthening competence in all its businesses. It is
the endeavour of your Company, to deploy resources
in a balanced manner so as to secure the interest of
shareholders in the best possible manner in the short,
medium and long term.

Your Directors convey their grateful appreciation for
the valuable patronage and co-operation received and
goodwill enjoyed by the Company from its esteemed
Customers, Commercial Associates, Banks, Financial
Institutions, Central and State Government, various
Government and Local Authorities, other stakeholders
and the media.

Your Directors also wish to place on record their deep
sense of appreciation to all the employees at all levels
for their commendable team-work, professionalism and
enthusiastic contribution towards the working of the
Company.

Your Directors look forward to the future with hope and
conviction.

For and on behalf of the Board of Directors
Varun Agrawal Mrinal Kanti Pal

Place: Kolkata Managing Director Director

Date : 28^th May, 2025 DIN: 00441271 DIN: 00867865