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MAITHAN ALLOYS LTD.

30 October 2026 | 12:00

Industry >> Ferro Alloys

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ISIN No INE683C01011 BSE Code / NSE Code 590078 / MAITHANALL Book Value (Rs.) 1,560.10 Face Value 10.00
Bookclosure 21/09/2026 52Week High 1210 EPS 148.96 P/E 5.19
Market Cap. 2250.18 Cr. 52Week Low 760 P/BV / Div Yield (%) 0.50 / 2.20 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

Your Directors have the pleasure in presenting the 41st Annual
Report on the business and operations of Maithan Alloys Limited
(the Company or MAL) along with the revised Standalone and
Consolidated Financial Statement for the financial year ended 31
March 2026.

The Board of Directors of the Company (the Board) at its Meeting
held on 28 May 2025, had approved a Scheme of Merger by
Absorption (the Scheme) between Impex Metal & Ferro Alloys
Limited (IMPEX) and the Company under the provisions of Section
230 to 232 and other applicable provisions of the Companies Act,
2013. The Scheme,
inter-alia, provided for the merger of IMPEX into
the Company with an Appointed Date of 31 March 2024.

In compliance with the provisions of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (Listing Regulations) the Board at its meeting
held on 16 May 2026 had approved the original Standalone
Financial Statement and Consolidated Financial Statement of the
Company for the financial year ended 31 March 2026, pending the
sanction of the Scheme by the Hon'ble National Company Law
Tribunal, Kolkata Bench (NCLT).

Subsequently, the Hon'ble NCLT, vide its Order dated 8 June 2026
(the Order) sanctioned the Scheme and the said Scheme became
effective and binding upon all concerned consequent upon filing of
a certified copy of the said Order with the Registrar of Companies,
West Bengal on 30 June 2026.

Accordingly, the Company has given accounting effect to the merger
in accordance with the accounting treatment prescribed under the
Scheme and Appendix C of Indian Accounting Standards (Ind AS)
103 - 'Business Combinations of entities under common control' in
the earlier approved standalone financial statements from the
Appointed Date of 31 March 2024 and has revised the Standalone
Financial Statement and Consolidated Financial Statement for the
financial year ended 31 March 2024, 31 March 2025 and 31 March
2026.

Consequently, the Board at its meeting held on 4 August 2026, had
approved the Revised Standalone Financial Statement and Revised
Consolidated Financial Statement of the Company for the financial
year ended 31 March 2026, which included the restated
comparative Financial Statement and other financial information
for the financial year ended 31 March 2025.

FINANCIAL HIGHLIGHTS

The standalone and consolidated financial performance of the Company for the financial year ended 31 March 2026 is summarised below:

Standalone

Consolidated

2025-2026

2024-2025

2025-2026

2024-2025

Revenue from operations

2188.90

1825.02

2172.59

1805.61

Other income

442.95

725.35

411.96

720.84

Total Income

2631.85

2550.37

2584.55

2526.45

Expenses

Operating expenditure

2008.25

1659.09

1913.36

1629.09

Depreciation and amortisation expense

18.45

20.77

23.19

23.29

Total Expenses

2026.70

1679.86

1936.55

1652.38

Profit before finance cost, tax and exceptional items

605.15

870.51

648.00

874.07

Finance costs

40.92

21.01

44.10

21.64

Profit Before Taxes

564.23

849.50

603.90

852.43

Less: Provision for taxation

- Current tax

184.28

44.62

201.79

44.72

- Deferred tax

(54.82)

173.81

(38.83)

176.80

Profit After Taxes

434.77

631.07

440.94

630.91

STATE OF COMPANY'S AFFAIRS AND OPERATIONS

Financial year 2025-2026 witnessed another year of sound financial
performance of the Company as the Total Income registered a
growth of 3.19% and Consolidated Total Income grew by 2.30%.

Other Income of ' 442.95 crore includes the fair value gain and
realised gain (net) on Current/Non-Current Investments (measured
at fair value through profit or loss) of ' 276.00 crore for the financial
year 2025-2026 against ' 647.82 crore for the financial year 2024¬
2025.

Further, the Profit Before Tax stood at ' 564.23 crore and Profit After
Tax stood at ' 434.77 crore for the financial year 2025-2026.

Ferro Alloys:

The financial year under review was characterized by a highly
challenging global environment. Escalating US tariffs, shifting global
supply chains, and compounding geopolitical conflicts created
widespread economic uncertainty. In particular, the ongoing
Russia-Ukraine conflict and recent geopolitical tensions and
US/Israel-Iran war in the Middle East significantly disrupted global
markets and trade routes.

The Ferro Alloys sector bore the brunt of these geopolitical
fractures. Ongoing volatility in raw material markets was further
aggravated by a severe global energy crisis, leading to steep
increases in power costs, logistics and supply chain bottlenecks and
has inflated overall production costs.

Amidst this volatile economic landscape and unprecedented
geopolitical headwinds, your Company remained steadfast. Our
ability to successfully navigate these evolving market dynamics
reflects the robustness of our strengths and the absolute clarity of
our strategic direction. By maintaining operational agility and strict
cost discipline, your Company continues to safeguard stakeholder
value while positioning itself for sustainable long-term growth.

During the financial year 2025-2026, the manufacturing operations
at the Kalyaneshwari Unit in the State of West Bengal, partially
remained suspended due to adverse market conditions. However, it
has resumed its operations at its full capacity since 1 May 2026.

Meanwhile, the Bobbili Unit in the State of Andhra Pradesh
(erstwhile unit of IMPEX) which had been completely shut down
since April 2023 due to steep increase in power cost restarted its
operations in mid-November 2025 following the stabilization of
operational factors and returned to full manufacturing capacity by
December 2025.

Pursuant to the authority granted by the Board via a resolution
passed by circulation on 26 September 2025, the Company has sold
all the capital assets of its ferro alloys manufacturing unit located at
Byrnihat in the State of Meghalaya, through an Agreement dated 3
October 2025, at a total consideration of ' 25.48 crore (inclusive of
GST).

Real Estate Sector:

The real estate sector in India is experiencing a significant structural
transformation, firmly establishing itself as a key pillar of the
nation's economic expansion. Defying global headwinds, the sector
has demonstrated remarkable resilience and growth, driven by
robust domestic demand, rapid urbanization, rising disposable
incomes and supportive regulatory frameworks.

Economic resilience, urbanization inflow, demographic dividend
and regulatory stability are the key drivers of real estate sectors in

India, whereas input cost inflation, regulatory compliance and
demand for skilled workforce are the primary challenges faced by it.

The long-term outlook for the Indian real estate sector remains
highly positive. Accordingly, the Company has acquired pieces of
land in Delhi. The Company continued to strengthen its presence in
this segment. Your Company remains optimistic to leverage these
emerging macroeconomic tailwinds to deliver sustainable, long¬
term value to its stakeholders. Given the pace of urbanisation, the
management remains optimistic about the long-term prospects of
the real estate sector.

Wind Power:

The Company has sold its wind mill division (comprising of one unit
of 1.25 MW Wind Turbine Generator) at Village: Ghatnandre in
Sangli District in the State of Maharashtra on a slump sale basis and
has discarded its Wind Mill (comprising of two units of 1.25 MW
Wind Turbine Generator) at Village: Hansuwa in Jaisalmer District in
the State of Rajasthan.

Other Income:

Your Company maintains a robust capital allocation to balance
liquidity management, capital preservation, and yield optimization.
Pursuant to the authority granted by the Members the
management during the financial year 2025-2026, evaluated
avenues to enhance returns on the Company's available surplus
funds, which were historically deployed in traditional banking
instruments. To optimize asset utilization without compromising
the financial stability, the available surplus funds have been
deployed into the equity capital markets and the strategic
acquisition of unlisted company shares, to garner higher risk-
adjusted returns.

The long-term horizon of these investments allows the Company to
navigate short-term market cycles comfortably. The Management
remains highly confident that this balanced, risk-mitigated
approach to treasury management will optimize capital efficiency,
augment non-operating revenue, and deliver sustained financial
value to our stakeholders.

CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY

There was no change in the nature of business of the Company
during the financial year 2025-2026.

However, the Board at its meeting held on 4 August 2026 has
approved the alteration of the Main Objects clause of the
Memorandum of Association of the Company to include investment
activities that are outside the purview of regulatory thresholds
prescribed by the Reserve Bank of India for classification of a
company as an NBFC (Non-Banking Financial Company).

OUTLOOK

The information on the Business Overview and Outlook of the
Company is discussed in the Management Discussion and Analysis
Report on Page No1 of this Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED
BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY
AND THE DATE OFTHE REPORT

The Board at its meeting held on 28 May 2025, approved the
Scheme between IMPEX and the Company. The Scheme, with an
appointed date of 31 March 2024, received approval of the Hon'ble
National Company Law Tribunal, Kolkata Bench on 8 June 2026 and
became effective on 30 June 2026. Accordingly, all assets and
liabilities of IMPEX stood merged with the Company.

Except for the above, there have been no other material changes
and commitments affecting the financial position of the Company
which have occurred between the end of the financial year of the
Company and the date of this Report.

SHARE CAPITAL

The Authorised and Paid-up Share Capital of the Company as on 1
April 2025 was ' 167.69 crore (comprising of 16,76,45,000 equity
shares of '10/- each and 45,000 redeemable cumulative
preference shares of '10/- each) and '29.11 crore (comprising of
2,91,11,550 equity shares of '10/- each), respectively.

However, the Authorised Share Capital of the Company stood
increased from '167.69 crore to '182.69 crore comprising of
18,26,45,000 equity shares of '10/- each and 45,000 redeemable
cumulative preference shares of '10/- each, consequent upon the
merger of IMPEX into the Company.

Further, pursuant to Clause 12 of the Scheme and IMPEX being a
wholly-owned subsidiary of the Company, no shares of the
Company were issued in lieu of or in exchange for the shareholding
of the Company in IMPEX and the issued and paid-up share capital
of IMPEX stood cancelled, upon its merger with the Company.

Accordingly, the Paid-up Share Capital of the Company remain
unchanged at '29.11 crore comprising of 2,91,11,550 equity shares
of '10/- each.

As on 31 March 2026, the Company had not granted any employees
stock option. The Company has neither issued any shares with
differential voting rights nor sweat equity shares during the
financial year 2025-2026. None of the Directors holds any
convertible instrument of the Company. There has been no change
in the Promoters' shareholding in the Company due to the merger
of IMPEX into the Company.

DIVIDEND

The Board at its meeting held on 16 May 2026, declared an interim
dividend of '11/- per equity share of '10/- each (i.e. @110%) for
the financial year 2025-2026. Accordingly, the said interim dividend
was paid on 29 May 2026 to the persons who were members of the
Company as on 22 May 2026, resulting in an outflow of ' 32.02
crore.

The said interim dividend as declared and paid by the Board is
subject to the confirmation of Members at the 41st Annual General
Meeting.

Further, based on the Company's performance, the Board has also
recommended for the approval of the Members, a final dividend of
'6/- per equity share of '10/- each (i.e. @60%) for the financial
year 2025-2026, to be paid on the total equity shares of the
Company. The final dividend on the equity shares, if approved by
the Members, will involve an outflow of '17.47 crore.

As per the Income Tax Act, 2025 (as amended), the dividend, if
declared by the Members at the 41st Annual General Meeting, will
be taxable in the hands of the Members and the Company will be
required to deduct tax at source (TDS) in respect of approved
payment of dividend to its Members at such applicable rate as
prescribed under the Income Tax Act, 2025.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Listing Regulations, the Board has
formulated and adopted the Dividend Distribution Policy.

The said Policy is available on the website of the Company at
'https://www.maithanalloys.com/wp-content/uploads/2025/08/
Dividend-Distribution-Policy.pdf.

AMOUNT TRANSFERRED TO RESERVES

The Board has decided to retain the entire amount of profit for the
financial year 2025-2026 in the Statement of Profit and Loss.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Non-Executive Directors and Independent Directors

During the financial year 2025-2026, there was no change in the
constitution of the Board.

However, during the current financial year, i.e. 2026-2027, Mr. Vivek
Kaul (DIN: 00345022) ceased to be a Director consequent upon
tendering his resignation with effect from 19 June 2026 upon the
completion of his second term as an Independent Director of the
Company. Accordingly, he also ceased to be a member of the
Corporate Social Responsibility Committee of the Board.

The Board placed on record its deep appreciation for invaluable
guidance, leadership, and exemplary contributions provided by Mr.
Vivek Kaul, during his tenure as a Non-Executive Independent
Director and as a member of the Corporate Social Responsibility
Committee.

Further, during the current financial year, the Board at its meeting
held on 13 August 2026, on the recommendation of the Nomination
and Remuneration Committee, appointed Mr. Chandra Prakash
Kakarania (DIN: 00203663) and Dr. Ridhi Agarwala (DIN: 11622124)
as Additional Directors of the Company. They were also appointed
as Independent Directors of the Company for a term of five (5)
consecutive years with effect from 13 August 2026, in terms of
Section 149, 152, 161 and other applicable provisions of the
Companies Act, 2013, subject to the approval of the shareholders of
the Company.

Mr. Naresh Kumar Jain (DIN: 00221519) and Mrs. Sonal Choubey
(DIN: 10475331) were appointed as Independent Directors by the
Board, with effect from 10 February 2024 for a period of three (3)
consecutive years. Accordingly, their tenure as Independent
Directors will conclude on 9 February 2027. The Board at its meeting
held on 13 August 2026, on the recommendation of the Nomination
and Remuneration Committee, re-appointed Mr. Naresh Kumar Jain
and Mrs. Sonal Choubey as Independent Directors for a second
term of five (5) consecutive years with effect from 10 February
2027, subject to the approval of the shareholders of the Company.

Mr. Aayush Khetawat (DIN: 06968448) was appointed an
Independent Director by the Board, with effect from 14 August
2024 for a period of three (3) consecutive years. Accordingly, his
tenure as Independent Director will conclude on 13 August 2027.
The Board at its meeting held on 13 August 2026, on the
recommendation of the Nomination and Remuneration
Committee, re-appointed Mr. Aayush Khetawat as an Independent
Director for a second term of five (5) consecutive years with effect
from 14 August 2027, subject to the approval of the shareholders of
the Company.

The Company has received a declaration from all the Independent
Directors, affirming that they meet the criteria of independence as
laid down under Section 149(6) of the Companies Act, 2013 and the
Listing Regulations.

The Independent Directors have also confirmed that they have
complied with Schedule IV of the Companies Act, 2013 and the
Company's Code of Conduct. They have also confirmed that they
are not aware of any circumstance or situation which exists or may
be reasonably anticipated that could impair or impact their ability
to discharge their duties. Additionally, the Independent Directors
have submitted their declaration in compliance with the provisions
of Rule 6(3) of the Companies (Appointment and Qualification of
Directors) Rules, 2014, which mandates the inclusion of an
Independent Director's name in the data bank of the Indian
Institute of Corporate Affairs (IICA) for a period of one year or five
years or life time duration till they continue to hold the office of
Independent Director.

In the opinion of the Board, all the Independent Directors are
persons of integrity and possess the relevant expertise and
experience.

None of the Directors of your Company are disqualified as per the
provisions of Section 164(2) of the Companies Act, 2013. Your
Directors have made the necessary disclosures, as required under
the various provisions of the Companies Act, 2013 and the Listing
Regulations.

During the financial year 2025-2026, the Non-Executive Directors of
the Company had no pecuniary relationship or transactions with
the Company, other than receiving sitting fees and reimbursement
of expenses, if any.

Executive Directors and Key Managerial Personnel

Mr. Subhas Chandra Agarwalla (DIN: 00088384) and Mr. Subodh
Agarwalla (DIN: 00339855) continued to hold office as the
'Chairman and Managing Director' and 'Whole-time Director and
Chief Executive Officer (CEO)' of the Company, respectively, during
the financial year 2025-2026.

However, the Board at its meeting held on 13 August 2026, on the
recommendation of the Nomination and Remuneration
Committee, approved:

1. change in the designation of Mr. Subhas Chandra Agarwalla,
Chairman and Managing Director of the Company, to the
'Executive Chairman' with effect from 1 October 2026.

2. change in the designation of Mr. Subodh Agarwalla, Whole-time
Director and Chief Executive Officer of the Company, to the
'Managing Director & Chief Executive Officer' with effect from
1 October 2026.

The aforesaid changes in the designation of Mr. Subhas Chandra
Agarwalla and Mr. Subodh Agarwalla are subject to the approval of
the shareholders of the Company.

Mr. Sudhanshu Agarwalla and Mr. Rajesh K. Shah, continued to hold
office as the 'President and Chief Financial Officer' and the
'Company Secretary' of the Company, respectively during the
financial year 2025-2026.

None of the Key Managerial Personnel has resigned during the
financial year 2025-2026.

Retirement by rotation

In accordance with the provisions of Section 152 of the Companies
Act, 2013 and the Articles of Association of the Company,
Mr. Subodh Agarwalla (DIN: 00339855), retires by rotation at the
41st Annual General Meeting and being eligible, offers himself for
re-appointment.

The Board recommends the appointment/re-appointment of
Mr. Chandra Prakash Kakarania, Dr. Ridhi Agarwala, Mr. Naresh
Kumar Jain, Mr. Aayush Khetawat, Mrs. Sonal Choubey and
Mr. Subodh Agarwalla at the 41st Annual General Meeting.

The Board also recommends the change in designation of
Mr. Subhas Chandra Agarwalla and Mr. Subodh Agarwalla as stated
hereinabove at the 41st Annual General Meeting.

The brief details of the Directors to be appointed/re-appointed are
given in the Notice convening the 41st Annual General Meeting.

EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the
Listing Regulations, the Board has carried out an annual
performance evaluation through structured evaluation sheets for
each Director (including Independent Directors), its Committees
and its own performance. This evaluation was based on the criteria
laid down in the Remuneration Policy of the Company and
conducted in the manner specified by the Nomination and
Remuneration Committee of the Company.

Further, during the financial year 2025-2026, the Independent
Directors of the Company reviewed (i) the performance of Non¬
Independent Directors and the Board as a whole, (ii) the
performance of the Chairman of the Company and (iii) the quality,
quantity and timeliness of the flow of information between the
Company Management and the Board.

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2025-2026, four (4) meetings of the Board
were duly convened, held and concluded. The details of the Board
Meetings are given in the Report on Corporate Governance forming
part of this Report. The intervening gap between any two
consecutive meetings was within the period prescribed under the
Companies Act, 2013 and the Listing Regulations.

COMMITTEES OF THE BOARD

The details of the following committees of the Board along with
their composition and meetings held during the financial year 2025¬
2026 are given in the Report on Corporate Governance forming part
of this Report.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Risk Management Committee

5. Corporate Social Responsibility Committee

6. Finance Management Committee (constituted on 13 August
2025)

REMUNERATION POLICY

The Remuneration Policy of the Company is attached with the
Report on Corporate Governance forming part of this Report.

The said Policy lays down a framework in relation to the
remuneration of all the Directors, Key Managerial Personnel and
other Employees on the payroll of the Company and
inter-alia
provides the following:

1. the criteria, qualifications, term/tenure, removal and
retirement provisions for the appointment of Directors, Key
Managerial Personnel and other Employees.

2. the remuneration components including the basis for payment
of remuneration to Executive and Non-Executive Directors (by
way of siffing fees), Key Managerial Personnel and other
Employees.

3. the criteria for performance evaluation for Independent, Non¬
Executive and Executive Directors, the Board as a whole and the
Committees of the Board.

The said policy is also available on the Company's website at
'www.maithanalloys.com'.

VIGIL MECHANISM

The Vigil Mechanism established by the Company empowers the
directors, employees and other concerned persons to report their
genuine concerns relating to the Company and provides for
adequate safeguards against the victimization of individuals who
use such mechanism. It also provides for direct access to the
Chairperson of the Audit Committee in exceptional cases.

The Audit Committee has been empowered to review the
functioning of the Vigil Mechanism. A copy of the Vigil Mechanism
Pol icy i s avai la ble on the Com pany's websi te at
'www.maithanalloys.com'.

RISK MANAGEMENT

Business risks exist for every enterprise having national and
international exposure. The Company has a Risk Management
Policy to control and minimise the risk factors affecting the
Company and the said Policy is being implemented and monitored
by the Risk Management Committee. Brief details of Risk
Management, the key business risks identified by the Company and
its mitigation plans are provided as a part of the Management
Discussion and Analysis Report, forming part of this Annual Report
on Page No 10

CORPORATE SOCIAL RESPONSIBILITY

The Company has adopted a Corporate Social Responsibility (CSR)
Policy and the same is available on the Company's website at
'www.maithanalloys.com'.

During the financial year 2025-2026, the Company has spent more
than 2% of the average net profits of the three immediately
preceding financial years on various CSR activities. The expenditure
has been carried out mainly in the areas of animal welfare, food,
healthcare (including preventive healthcare), education,
environmental sustainability, sports, etc. as specified under
Schedule VII of the Companies Act, 2013 and CSR Policy of the
Company.

Further, the Company has constituted a trust in the name of 'BMA
Foundation', to carry out its CSR activities apart from making
donations to other charitable organisations and Non-Government
Organizations and carrying out CSR activities directly.

The Annual Report on CSR activities during the financial year 2025¬
2026, in prescribed form, including the brief contents/salient
features of the CSR Policy of the Company, as approved by the CSR
Commi
ttee is annexed herewith as Annexure-'A'.

DEPOSITS

The Company did not accept any deposit from the public within the
meaning of Section 73 of the Companies Act, 2013, read with the
Companies (Acceptance of Deposits) Rules, 2014 during the
financial year 2025-2026 and as such, no amount of principal or
interest on deposit remained unpaid or unclaimed or was
outstanding as on the Balance Sheet date, i.e. 31 March 2026.

CREDIT RATING

The Company's credit rating from CARE continues to be 'CARE AA;
Stable' (i.e. Double A; Outlook: Stable) for long-term bank facilities
and 'CARE A1 ' (i.e. A One Plus) for short-term bank facilities.

Further, CRISIL has revised the Company's credit rating from 'CRISIL
AA/Stable' (i.e. CRISIL Double A; Outlook: Stable) to 'CRISIL
AA/Negative' (i.e. CRISIL Double A; Outlook: Negative) for long-term
bank facilities and has re-affirmed 'CRISIL A1 ' (i.e. CRISIL A One
Plus) rating for short-term bank facilities, vide their letter dated 26
September 2025 and stated that the said ratings will remain valid
upto 31 March 2026.

The above ratings reflect the Company's continuing operating
efficiency and indicate that the Company has strong capacity for
timely payment of debt obligations and carries low credit risk.

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

The internal control systems of the Company are brought under
regular review and evaluations in consultation with the internal
auditors. The Company's internal control systems are
commensurate with the Company's size and nature of business,
enabling it to safeguard assets, prevent and detect fraud as well as
other irregularities. The Internal Audit is conducted periodically
across all locations of the Company by independent firms of
Chartered Accountants which verify and report on the efficiency
and effectiveness of internal controls.

The Management is responsible for the Company's internal
financial control over financial reporting and the financial reporting
process. The Audit Committee reviews the internal financial control
over financial reporting to ensure that the accounts of the Company
are properly maintained in accordance with the prevailing laws,
rules and regulations.

FINANCIAL REVIEW

For detailed financial review, kindly refer to the Management
Discussion and Analysis forming part of this Report.

CASH FLOW STATEMENT

In terms of Regulation 34 of the Listing Regulations and other
applicable laws, the Cash Flow Statement has been presented
under the indirect method as prescribed in Indian Accounting
Standard 7 (Ind AS-7) read with Section 133 of the Companies Act,
2013 and the relevant rules framed thereunder forming part of the
Financial Statements.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company, as on 1 April 2025, had eight (8) subsidiaries namely,
AXL-Exploration Private Limited, Anjaney Minerals Limited,
Salanpur Sinters Private Limited, Maithan Ferrous Private Limited,
Impex Metal & Ferro Alloys Limited, Ramagiri Renewable Energy
Limited, Dadhichi Rail & Defence Operations Limited and Eloise
Builders & Constructions Private Limited.

During the financial year 2025-2026, the Company had entered into
a 'Share Purchase Agreement' (SPA) for the acquisition of 80%
equity share capital of Goldtree Impex Private Limited (GOLDTREE).
On completion of the conditions precedent to the SPA, Goldtree
became a subsidiary of the Company effective from 12 May 2025.
The acquisition was carried out for a purchase consideration of
' 0.02 crore.

Further, pursuant to an 'Agreement for Sale and Purchase of Equity
Shares of Goldtree Impex Private Limited' dated 16 March 2026,
Maithan Ferrous Private Limited (a subsidiary of the Company) has
acquired 100% Equity Share Capital of Goldtree and consequently,
Goldtree became a wholly owned step-down subsidiary of the
Company with effect from 25 March 2026.

Further, during the financial year 2025-2026, the Company had
incorporated four (4) subsidiaries including three (3) wholly-owned
subsidiaries, to support its diversification and future growth
initiatives.

Brief details of the newly incorporated companies are as follows:

a) Maithan Fresh Private Limited and Maithan Nutrition Private
Limited were incorporated on 6 June 2025 and 25 July 2025,
respectively, as wholly-owned subsidiaries, with the primary
objective to explore the opportunities available in the
agriculture including food processing and real estate sectors.

b) Maithan Capital Limited was incorporated on 18 December
2025, as a wholly-owned subsidiary, to undertake Non-Banking
Financial Company activities.

c) Maithan Electronics Private Limited was incorporated on 27
January 2026 as a subsidiary, with the objective of setting up a
manufacturing unit for electronic and electrical products,
including wires and cables.

There was no material change in the nature of the business of the
subsidiaries during the financial year 2025-2026.

None of the Companies has ceased to be the Company's subsidiary
during the financial year 2025-2026 save & except, IMPEX that
stood merged into the Company from the appointed date i.e. 31
March 2024, effective from 30 June 2026.

Accordingly, as on 31 March 2026, the Company had twelve (12)
subsidiaries namely, AXL-Exploration Private Limited, Anjaney
Minerals Limited, Salanpur Sinters Private Limited, Maithan Ferrous
Private Limited, Ramagiri Renewable Energy Limited, Dadhichi Rail
& Defence Operations Limited, Eloise Builders & Constructions
Private Limited, Maithan Fresh Private Limited, Maithan Nutrition
Private Limited, Maithan Capital Limited, Maithan Electronics
Private Limited and Goldtree Impex Private Limited (step down
wholly-owned subsidiary).

Maiuni Ventures LLP was incorporated on 20 March 2025 and a
Limited Liability Partnership Agreement (LLP Agreement) was
entered into between the Company and Unicorn India Ventures
Services LLP on 8 April 2025.

During the current financial year, the Company has incorporated a
limited liability partnership namely Maithan Estates LLP.

Further, the Company had no Joint Venture(s) or Associate
Company(ies) within the meaning of Section 2(6) of the Companies
Act, 2013 during the financial year 2025-2026.

None of the Companies has become or ceased to be the Company's
Joint Venture or Associate Company during the financial year 2025¬
2026.

Further, Maithan Ferrous Private Limited, a subsidiary of the
Company became a material subsidiary consequent upon meeting
the criteria of 'Material Subsidiary' in terms of Regulation 16(1)(c) of
the Listing Regulations, as on 31 March 2026. Other subsidiary
Companies are non-material subsidiaries of the Company.

The 'Policy on Material Subsidiary' is available on the website of the
Company. The link for the said policy is
'https://www.maithanalloys.com/wp-content/uploads/2025/08/
Policy-on-Material-Subsidiary.pdf'.

In terms of Section 129(3) of the Companies Act, 2013, a statement
containing the salient features of the financial statement of
subsidiaries / associate companies / joint ventures of the Company
in the prescribed form AOC-1 has been attached to the Financial
Statement of the Company.

HIGHLIGHTS OF PERFORMANCE OF EACH OF THE SUBSIDIARIES

In accordance with Section 136 of the Companies Act, 2013, the
Audited Financial Statement including the Consolidated Financial
Statement together with the related information of the Company
and the audited accounts of each of its subsidiaries, are available on
the Company's website at 'www.maithanalloys.com'.

The audited accounts of the subsidiary companies are available for
inspection by any Member on any working day during business
hours at the registered office of the Company. The said documents
shall be made available on receipt of a written request from a
Member of the Company.

The financial highlights of the subsidiaries of the Company during
the financial year 2025-2026 are as follows:

1. AXL-Exploration Private Limited (AXL)

AXL has suffered a loss of '0.01 crore. The net worth of AXL as
on 31 March 2026 stood at '0.17 crore.

2. Anjaney Minerals Limited (AML)

AML has earned '0.14 crore as Other Income and has reported a
loss of '14.04 crore. The net worth of AML as on 31 March 2026
stood at '(7.97) crore.

3. Salanpur Sinters Private Limited (SSPL)

SSPL has earned '0.08 crore as Other Income and has reported a
loss of '14.61 crore. The net worth of SSPL as on 31 March 2026
stood at '(8.40) crore.

4. Maithan Ferrous Private Limited (MFPL)

MFPL has earned '395.07 crore as revenue from operations and
'0.34 crore as Other Income and has reported a profit of '36.29
crore. The net worth of MFPL as on 31 March 2026 stood at
'83.24 crore including preference share capital of '35.00 crore.

5. Ramagiri Renewable Energy Limited (RREL)

RREL has earned '0.12 crore as Other Income and reported a
profit of '0.05 crore. The net worth of RREL as on 31 March
2026 stood at '2.17 crore.

6. Dadhichi Rail & Defence Operations Limited (DRDO)

DRDO has reported a loss of '12.78 crore. The net worth of
DRDO as on 31 March 2026 stood at '(13.52) crore.

7. Eloise Builders & Constructions Private Limited (ELOISE)

ELOISE reported a loss of '4.85 crore. The net worth of ELOISE
as on 31 March 2026 stood at '(5.17) crore.

8. Maithan Fresh Private Limited (MFRESH)

MFRESH was incorporated on 6 June 2025 to explore the
opportunities available in the agricultural (including food
processing) and real estate business sectors. During the period
from 6 June 2025 to 31 March 2026, MFRESH has earned '0.02
crore as Other Income and sustained a loss of '0.23 crore. The
net worth of MFRESH as on 31 March 2026 stood at '0.77 crore.

9. Maithan Nutrition Private Limited (MNUTRITION)

MNUTRITION was incorporated on 25 July 2025 and is engaged
in agricultural (including food processing) and real estate
business activities. During the period from 25 July 2025 to 31
March 2026, MNUTRITION has sustained a loss of '0.01 crore.
The net worth of MNUTRITION as on 31 March 2026 stood at
'0.14 crore.

10. Maithan Capital Limited (MCAPITAL)

MCAPITAL was incorporated on 18 December 2025 to
undertake Non-Banking Financial Company (NBFC) activities.
During the period from 18 December 2025 to 31 March 2026,
MCAPITAL has sustained a loss of '0.03 crore. The net worth of
MCAPITAL as on 31 March 2026 stood at '10.97 crore.

11. Maithan Electronics Private Limited (MELECTRONICS)

MELECTRONICS was incorporated on 27 January 2026 with the
objective of setting up a manufacturing unit for electronic and
electrical products, including wires and cables. During the
period from 27 January 2026 to 31 March 2026, MELECTRONICS
has sustained a loss of '0.03 crore. The net worth of
MELECTRONICS as on 31 March 2026 stood at '0.97 crore.

12. Goldtree Impex Private Limited (GOLDTREE)

GOLDTREE is engaged in the manufacturing of leather and
related products, mining and real estate business activities. It
has reported a loss of ' 35.48 crore and its net worth as on 31
March 2026 stood at ' (8.30) crore.

All the above subsidiary companies are unlisted non-material
subsidiaries of the Company in terms of Regulation 16(1)(c) read
with Regulation 24(1) of the Listing Regulations. The contribution of
the subsidiary Companies, to the overall performance of the
Company are insignificant save & except MFPL, which has recorded
a turnover of '395.07 crore with a profit (including comprehensive
income) of '36.29 crore during the financial year 2025-2026.
Accordingly, MFPL became a material subsidiary, as its turnover
exceeded the prescribed threshold limit of 10% of the consolidated
turnover of the Company and its subsidiaries as on 31 March 2026.

Maiuni Ventures LLP (Maiuni) was incorporated on 20 March 2025.
During the financial year 2025-2026, Maiuni has reported a loss of
'0.01 crore. The net worth of Maiuni as on 31 March 2026 stood at
' 128.00 crore.

INDIAN ACCOUNTING STANDARDS

Your Company is required to comply with the prescribed Indian
Accounting Standards (Ind AS) in preparation of its Financial
Statements in terms of Section 133 of the Companies Act, 2013 read
with the Companies (Indian Accounting Standards) Rules, 2015.

Consequently, the Financial Statement of each of the subsidiaries of
the Company namely, AXL-Exploration Private Limited, Anjaney
Minerals Limited, Salanpur Sinters Private Limited, Maithan Ferrous
Private Limited, Ramagiri Renewable Energy Limited, Dadhichi Rail
& Defence Operations Limited, Eloise Builders & Constructions
Private Limited, Maithan Fresh Private Limited, Maithan Nutrition
Private Limited, Maithan Capital Limited, Maithan Electronics
Private Limited and Goldtree Impex Private Limited have also been
prepared and reported in compliance with Ind AS.

CONSOLIDATED FINANCIAL STATEMENT

The Company has prepared a Consolidated Financial Statement of
the Company and all its subsidiaries and entity controlled by it, for
the financial year 2025-2026 pursuant to the provisions of Section
129 of the Companies Act, 2013 read with rules framed thereunder
and forms part of this Report.

STATUTORY AUDITORS' REPORT

The Statutory Auditors' Report read along with the notes on
accounts is self-explanatory and therefore, does not call for any
further comments. The Statutory Auditors' Report does not contain
any qualification, reservation, adverse remark or disclaimer. During
the financial year 2025-2026, the Statutory Auditor has not
reported any instances of fraud committed in the Company by its
officers or employees, to the Audit Committee under Section
143(12) of the Companies Act, 2013.

STATUTORY AUDITORS

Singhi & Co., Chartered Accountants (Firm Registration No:
302049E) were appointed as the Statutory Auditors of the Company
at the 37th Annual General Meeting to hold office till the conclusion
of the 42nd Annual General Meeting to be held in the year 2027.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Companies Act, 2013, the rules
framed thereunder and Regulation 24A of the Listing Regulations,
Patnaik & Patnaik, Company Secretaries (Firm Registration No.
P2017WB064500) were appointed as the Secretarial Auditor of the
Company at the 40th Annual General Meeting to undertake the
audit of the secretarial and other records of the Company for a
period of five (5) consecutive financial years commencing from 1
April 2025 up to 31 March 2030.

Further, the Secretarial Audit Report as submitted by the Secretarial
Auditor for the financial year 2025-2026 is annexed herewith as
Annexure-'B'.

There is no qualification, reservation, adverse remark or disclaimer
in the said Secretarial Audit Report given by the Secretarial Auditor
and therefore, it does not call for any further comments.

COST RECORDS AND COST AUDIT

The Company is required to maintain cost records, as specified by
the Central Government under Section 148(1) of the Companies
Act, 2013. Accordingly, such accounts and records were made and
maintained by the Company during the financial year 2025-2026.
Further, the Board has re-appointed S. K. Sahu & Associates, Cost
Accountants (Registration No.: 100807) as the Cost Auditor and
fixed their remuneration for auditing the cost records of the
Company for the financial year 2026-2027. Their remuneration is
subject to the ratification by the shareholders at the 41st Annual
General Meeting of the Company.

The necessary resolution seeking approval of the Members for
ratifying the remuneration of S. K. Sahu & Associates, Cost
Accountants for the financial year 2026-2027 has been
incorporated in the Notice convening the 41st Annual General
Meeting of the Company.

ANNUAL RETURN

A copy of the Annual Return of the Company referred to in Section
92(3) of the Companies Act, 2013 is available on the Company's
website at 'www.maithanalloys.com' and web-link thereof is
'https://www.maithanalloys.com/annual-return-information/'.
Annual Return of the Company is also available on the website of
the Ministry of Corporate Affairs at 'www.mca.gov.in'.

MANAGERIAL REMUNERATION

In terms of the provisions of Section 197(12) of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, disclosures
and other details are as follows:

(a) (i) the ratio of the remuneration of each Director to the
median remuneration of the employees of the Company
for the financial year; and

(ii) the percentage increase in remuneration of each Director,
Chief Financial Off
icer, Chief Executive Officer, Company
Secretary or Manager, if any, in the financial year

Name

Designation

Ratio of remuneration

% increase in remuneration

Mr. Subhas Chandra Agarwalla *

Chairman & Managing Director

886.57

304.16

Mr. Subodh Agarwalla

Whole-time Director & Chief Executive Officer

879.79

401.33

Mr. Sudhanshu Agarwalla

President & Chief Financial Officer

N.A.

319.17

Mr. Rajesh K. Shah

Company Secretary

N.A.

4.97%

N.A. = Not Applicable* The remuneration structure of Mr Subhas Chandra Agarwalla remained unchanged during the period under review. However, his total remuneration for the financial year
2025-2026increased due to the variable pay component calculated as a percentage of the Company's profits.

The Non-Executive Directors (including Independent Directors) of
the Company are entitled to sitting fees for attending the meetings
of the Board and Committees of the Board, within the statutory
limits provided under the Companies Act, 2013. The details of the
remuneration of each Non-Executive Director have been provided
in the Report on Corporate Governance. The ratio of the
remuneration of the said Non-Executive Directors to the median
remuneration of the employees of the Company and the
percentage increase in remuneration of the said Non-Executive
Directors, during the financial year 2025-2026 are not comparable
and therefore not considered for the above purpose.

(b) the percentage increase in the median remuneration of
employees in the financial year -

The percentage increase in the median remuneration of the
employees of the Company in the financial year 2025-2026 was
7.28%.

(c) the number of permanent employees on the rolls of Company -

There were 446 employees as on 31 March 2026 on the payroll
of the Company.

(d) 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 the managerial remuneration -

The average percentage increase in the salaries of employees
other than the managerial personnel during the financial year
2025-2026 on the basis of entitlement was 11.86%.

The managerial personnel are entitled to remuneration partly
by way of fixed remuneration being monthly remuneration and
partly by way of variable remuneration being a percentage on
the profits of the Company, whereas the majority of employees
other than the managerial personnel are paid by way of fixed
remuneration only. The increase in the remuneration of non¬
managerial employees depends upon various factors like
industry standards, the cost of living, individual performance of
the employee during the financial year, etc.

The remuneration structure of Mr. Subhas Chandra Agarwalla,
Chairman & Managing Director remained unchanged during the
period under review. However, his total remuneration for the
financial year 2025-2026 increased due to the variable pay
component calculated as a percentage of the Company's
profits.

The Members of the Company by passing a special resolution
through a postal ballot on 28 December 2024 approved the
alteration in the variable pay of Mr. Subodh Agarwalla, Whole¬
time Director and Chief Executive Officer with effect from 1 April
2025, consequent upon the increase in other business activities
of the Company and general inflation. His maximum variable
pay ceiling was increased from 2.00% to 2.50% of the net profits
of the Company to be computed in the manner laid down under
Sections 197 & 198 of the Companies Act, 2013 read with the
Rules framed thereunder.

(e) affirmation that the remuneration is as per the remuneration
policy of the Company-

It is hereby affirmed that the remuneration paid during the
financial year 2025-2026 is as per the Remuneration Policy of
the Company.

PARTICULARS OF EMPLOYEES

A statement in terms of the provisions of Section 197(12) of the
Companies Act, 2013 read with Rule 5(2) & (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014, is annexed herewith as
Annexure-'C'.

In terms of the provisions of Section 197(14) of the Companies Act,
2013, it is hereby confirmed that neither the Managing Director nor
the Whole-time Director of the Company has received any
remuneration or commission from the holding or any subsidiary of
the Company during the financial year 2025-2026.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS / COURTS / TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

None

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER
SECTION 186 OF THE COMPANIES ACT, 2013

(i) Details of Loans: The Company has granted loans and advances
to its subsidiaries and other bodies corporate. Please refer to
Note Nos. 11, 20, 54(b), 54(c) and 60 to the Revised Standalone
Financial Statement.

(ii) Details of Investments: During the financial year 2025-2026, the
Company has deployed its funds for the acquisition of equity
shares of other listed entities/companies with a view to reap
short-term and long-term benefits. The Company has also
availed portfolio management services to deploy its available
funds for the acquisition of equity shares of listed
entities/companies.

Further, the Company has also acquired equity shares of
unlisted companies through share purchase agreements,
arrangements and/or subscription to the Memorandum of
Association/further issue.

The investments have been made with a view to effectively
utilize the available funds and garner higher returns.

Please refer to Note Nos. 9, 10 and 16 to the Revised Standalone
Financial Statement.

(iii) Details of Guarantees given or Securities provided: The

Company has not given any guarantee or provided any security
to any third party in connection with any loan availed by any
other body corporate or persons as on 31 March 2026.

Please refer to Note No. 60(ii) to the Revised Standalone
Financial Statement.

The disclosures relating to the particulars of the loans given,
investments made or guarantees given or securities provided,
as required under Section 186 of the Companies Act, 2013,
Regulation 34(3) and Schedule V of the Listing Regulations along
with the purpose thereof, has been provided in Note No. 60 to
the Revised Standalone Financial Statement forming part of this
Report.

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

The statement containing the necessary information on
conservation of energy, technology absorption and foreign
exchange earnings and outgo is annexed herewith as
Annexure-'D'.

DISCLOSURES RELATING TO SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013

The Company has complied with the provisions relating to
constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

The Company has neither received any complaint in respect of
sexual harassment during the financial year 2025-2026 nor any
complaint was pending at the beginning or end of the financial year
2025-2026.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

During the financial year 2025-2026, the Company has complied
with the provisions of The Maternity Benefit Act, 1961 to the extent
applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

Your Company always strives to enter into transactions with its
related parties in the ordinary course of its business and on arm's
length basis. The management believes that the related party
transactions are on arm's length basis as referred to under Section
188 of the Companies Act, 2013. There were contract, arrangement
or transactions entered into by the Company with its related
parties, as provided under Section 188(1) of the Companies Act,
2013 based on various business exigencies such as liquidity,
profitability and capital resources, during the financial year 2025¬
2026.

All related party transactions entered into by the Company were
approved by the Audit Committee. Details of related party
transactions entered into by the Company, in terms of applicable
Accounting Standards, have been disclosed in the notes to the
Revised Standalone Financial Statement forming part of this Report.
Pursuant to Regulation 34(3) read with Schedule V of the Listing
Regulations, disclosure of transactions of the Company with any
person or entity belonging to the Promoter or Promoter Group of
the Company, holding ten percent (10%) or more of the Equity
Shares of the Company, has been disclosed in Note No. 54 to the
Revised Standalone Financial Statement forming part of this Report.

The disclosure of related party transactions, as required in terms of
Section 134 of the Companies Act, 2013, read with Rule 8(2) of the
Companies (Accounts) Rules, 2014, containing the particulars of
contracts or arrangements entered into by the Company with
related parties referred to in Section 188(1) of the Companies Act,
2013, in prescribed Form No. AOC-2, is annexed herewith as
Annexure-'E'. The details of the transactions with related parties
during the financial year 2025-2026 are provided in the Note No. 54
to the Revised Standalone Financial Statement forming part of this
Report.

Pursuant to the Listing Regulations and Section 188(1) of the
Companies Act, 2013, the Board at its meeting held on 30 January
2026, based on the recommendation of Audit Committee,
approved a limit of '600 crore for the proposed material related
party transactions with Maithan Ferrous Private Limited during the
financial year 2026-2027, subject to the approval of the
shareholders of the Company. Subsequently, the said limit of '600
crore was enhanced to '800 crore by the Board at its meeting held
on 13 August 2026. Further, the Board at its meeting held on 13
August 2026, based on the recommendation of Audit Committee,
also approved a limit of '500 crore for the proposed material
related party transactions with Maithan Ferrous Private Limited
during the period April-September, 2027, subject to the approval of
shareholders of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report of financial
conditions and results of operations of the Company for the
financial year 2025-2026, as stipulated under Regulation 34 of the
Listing Regulations, is given as a separate Section in this Annual
Report on Page No. 1 and forms part of this Report.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 read with Schedule V of the Listing
Regulations, a Report on Corporate Governance is annexed
herewith as
Annexure-'F'.

COMPLIANCE CERTIFICATE

The Company has obtained a Compliance Certificate from Mr.
Sankar Kumar Patnaik, Partner of Patnaik & Patnaik, Practising
Company Secretaries, regarding the compliance with the provisions
of Corporate Governance as required under the Listing Regulations.
The same is annexed herewith as
Annexure-'G'.

AFFIRMATION OF CODE OF CONDUCT

The Board has approved the 'Code of Conduct' for Board Members
and Senior Management Personnel and the same has been posted
on the Company's website. The Directors and the Senior
Management Personnel of the Company have submitted their
declarations, confirming compliance with the provisions of the said
Code of Conduct during the financial year 2025-2026. A declaration
to this effect, signed by the Whole-time Director and Chief
Executive Officer of the Company is annexed herewith as
Annexure-
'H'
.

CHIEF EXECUTIVE OFFICER / CHIEF FINANCIAL OFFICER'S
CERTIFICATION

The 'Whole-time Director and Chief Executive Officer' and the
'President and Chief Financial Officer' of the Company have certified
to the Board on the prescribed matters as required under
Regulation 17(8) read with Part B of Schedule II to the Listing
Regulations and the said certificate was considered by the Board at
its meeting held on 4 August 2026.

DISCLOSURES WITH RESPECT TO THE DEMAT SUSPENSE
ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

The disclosures required pursuant to Clause F of Schedule V read
with Regulation 34(3) of the Listing Regulations are not applicable
to the Company.

DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED
ENTITIES

The information required to be disclosed pursuant to Clause 5A of
paragraph A of Part A of Schedule III of the Listing Regulations is not
applicable, since the Company has not received any intimation in
respect of any agreement specified under the said Clause.

Further, the Company has not received any intimation in respect of
any agreements that subsisted as on the date of notification of the
said Clause 5A.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34 of the Listing Regulations, a Business
Responsibility and Sustainability Report describing the initiatives
taken by the Company from an environmental, social and
governance perspective, in the prescribed format, is annexed
herewith as
Annexure-'I'.

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

During the financial year 2025-2026, the Company has neither
made any application under the Insolvency and Bankruptcy Code,
2016, nor had any proceeding pending under the said Code at the
end of the financial year 2025-2026.

VALUATION

During the financial year 2025-2026, the Company has not entered
into any one-time settlement with any Bank or Financial Institution.
Consequently, the details of any differences in valuation or the
reasons thereof has not been provided.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial
Standards issued by The Institute of Company Secretaries of India
on General Meetings and Meetings of the Board.

TRANSFER OF SHARES AND UNPAID/ UNCLAIMED DIVIDENDS TO

THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

A. Transfer of Unpaid / Unclaimed Dividend

In terms of the provisions of Section 124(5) of the Companies
Act, 2013 read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016,
as applicable, the Company has transferred the
unpaid/unclaimed dividends declared for the financial year
2017-2018 amounting to '69,402/- to the IEPF during the
financial year 2025-2026. Further, a statement containing the
details of the dividends declared for the financial years 2018¬
2019 to 2024-2025 that remains unpaid/unclaimed is available
on the website of the Company at 'www.maithanalloys.com'.

B. Transfer of Shares to the IEPF

Pursuant to the provisions of Section 124(6) of the Companies
Act, 2013 read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016,
as applicable, all shares in respect of which dividends have
remained unpaid/unclaimed for seven (7) consecutive years or
more are required to be transferred to the IEPF. Accordingly, 11
equity shares of the Company belonging to three (3)
shareholders in respect of which the dividend (as declared by
the Company) remained unpaid/ unclaimed for seven (7)
consecutive years were transferred to the IEPF during the
financial year 2025-2026. The Company has transferred 6,723
shares in aggregate to the IEPF till 31 March 2026.

A statement containing the details in respect of the shares so
transferred, including the names of the shareholders, folio
numbers or DP ID/Client ID is available on the website of the
Company at 'www.maithanalloys.com'.

Further, any person whose shares and unclaimed dividends are
transferred to the IEPF may claim the same by submiffing an
online application in Form IEPF-5, available at 'www.iepf.gov.in',
by following the procedure as prescribed under the Investor
Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016.

The Securities and Exchange Board of India has mandated that
the shareholders, who hold shares in physical mode and whose
folios are not updated with any of the Know Your
Client/Customer (KYC) details viz. (i) Permanent Account
Number (PAN) (ii) Choice of Nomination (iii) Contact Details (iv)
Mobile Number (v) Bank Account Details and (vi) Signature,
shall be eligible to get dividends only in electronic mode.
Accordingly, the payment of dividend (as and when declared),
subject to approval at the Annual General Meeting, shall be paid
to physical shareholders only after the above details are
updated in their folios. Shareholders are requested to complete
their KYC by writing to the Company's Registrar and Share
Transfer Agent (RTA), Maheshwari Datamatics Pvt. Ltd. The
forms for updating the same are available on the Company's
website at 'www.maithanalloys.com' and the RTA's website at
'www.mdpl.in'.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(5) of the Companies Act,

2013, your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper
explanation relating to material departures;

(ii) 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 at the end of the financial year
and of the profit of the Company for that period;

(iii) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for safeguarding
the assets of the Company and for preventing and detecting
fraud and other irregularities;

(iv) the Directors had prepared the annual accounts on a going
concern basis;

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

(vi) the Directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems
were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all the shareholders,
bankers, suppliers, regulatory and other government authorities for
their assistance, co-operation and confidence reposed in your
Company.

Your Directors also extend their deep sense of appreciation to the
employees of the Company.

For and on behalf of the Board of Directors

S. C. Agarwalla Subodh Agarwalla

Place: Kolkata Chairman & Managing Director Whole-time Director & CEO

Date: 13 August 2026 DIN: 00088384 DIN: 00339855