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MAN INDUSTRIES (INDIA) LTD.

12 October 2026 | 03:59

Industry >> Steel - Tubes/Pipes

Select Another Company

ISIN No INE993A01026 BSE Code / NSE Code 513269 / MANINDS Book Value (Rs.) 286.36 Face Value 5.00
Bookclosure 27/09/2024 52Week High 1040 EPS 22.73 P/E 39.01
Market Cap. 6651.47 Cr. 52Week Low 302 P/BV / Div Yield (%) 3.10 / 0.00 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 take pleasure in presenting the 38th Annual Report of your Company along with the Audited Accounts of the Company
for the financial year ended March 31,2026.

FINANCIAL HIGHLIGHTS / RESULTS:

(Rs.in Lakhs)

Particulars

For the financial year
2025-26

For the financial year
2024-25

Profit before Depreciation

33,863

22,877

Less: Depreciation

7,554

4327

Profit Before Tax

26,308

18,550

Exceptional Item (Loss)

-

-

Less: Taxation

6,724

4838

Profit after Tax

19,585

13,712

Add: Other Comprehensive Income (net of tax)

1,159

452

Total Comprehensive Profit

20,744

14,164

Add: Profit brought forward

98,218

84,135

Total profit available for appropriation

118,962

98,299

APPROPRIATIONS:

Adjustment of Income Tax (Earlier year)

-

(81)

Balance carried to Balance Sheet

118,962

98,218

RESULTS OF OPERATIONS:

During the year under review, net sales and other income for the standalone entity increased to Rs. 350,832 lakhs from Rs. 317,240
lakhs in the previous year with increase of 10.59%. The operating profit (PBDIT) witnessed an increase of 45.86% from Rs. 32,789
lakhs in 2024-25 to Rs. 47,825 lakhs in 2025-26. However, profit after tax (PAT) showed an increase of 42.83% at Rs. 19,585 lakhs from
Rs. 13,712 lakhs in the previous year.

TRANSFER TO RESERVES:

During the year under review, no amount has been transferred to the General Reserve.

DIVIDEND:

The Board of Directors has not recommended dividend for the Financial Year 2025-26.

MATERIAL CHANGES AND COMMITMENTS:

The Company acquired 100% equity stake in National Pipe Company Limited ("NPC"), Kingdom of Saudi Arabia, at a total cost of
approx. USD 102 Million (~INR 1,000 Crores), by Man International Steel Industries Company (
"MISIC"), a wholly owned subsidiary
of the Company incorporated in the Kingdom of Saudi Arabia on May 21,2026.

The acquisition is in line with the Company's international expansion strategy and is expected to strengthen the Company's global
presence in the pipe manufacturing industry. The acquisition is expected to provide access to infrastructure, energy, desalination and
industrial opportunities in the Kingdom of Saudi Arabia and strengthen the Company's Middle East and international operations.

EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Companies Act, 2013 ("the Act") and the Companies (Management
and Administration) Rules, 2014, the Annual Return in Form MGT-7 which will be filed with the Registrar of Companies/MCA, can be
accessed on the website of the Company i.e.
www.mangroup.com.

SUBSIDIARY COMPANIES:

The Company is having Six Subsidiary Companies falling under the purview of Section 2(87) of the Companies Act, 2013. In accordance
with Rule 8(1) of the Companies (Accounts) Rules, 2014, a report on their performance and financial position is presented below:

Sr.

No.

Name of the Subsidiary
Company

Performance

1.

Merino Shelters Private Limited
(Incorporated in India)

During the financial year 2025-26, the Company did not generate any revenue from
operations, as against revenue from operations of ?36,860.27 lakhs in the previous
year.

The Company reported a loss after tax of ?75.45 lakhs as compared to a profit after tax
of ?3,099.28 lakhs in the previous year.

2.

Man Overseas Invest FZCO
(formerly known as Man
Overseas Metal DMCC)
(Incorporated in UAE)

During the financial year 2025-26, the Company reported a net profit of AED 19.09
lakhs as compared to a net profit of AED 19.21 lakhs in the previous year.

The revenue from operation was AED 4.53 lakhs as against AED 1.39 lakhs in the
previous year.

3.

Man USA Inc (Incorporated in
USA)

The net revenue during the financial year 2025-26 of the Company stood at USD Nil as
compared to USD Nil in the previous year.

4.

Man Offshore and Drilling
Limited (Incorporated in India)

During the financial year 2025-26, the Company recorded revenue from operations of
?2,425.33 lakhs as compared to ?173.96 lakhs in the previous year.

The Company reported a profit after tax of ?567.61 lakhs as against a loss after tax of
?54.39 lakhs in the previous year.

5.

Man Stainless Steel Tubes
Limited (Incorporated in India)

During the financial year 2025-26, the Company achieved revenue from operations of
?109.10 lakhs as compared to ?87.10 lakhs in the previous year.

The loss after tax stood at ?1,187.37 lakhs as against a loss after tax of ?264.23 lakhs in
the previous year.

6.

Man International Steel
Industries Company
(Incorporated in Saudi Arabia)

During the financial year 2025-26, the Company incurred a loss of SAR 6.61 lakhs as
compared to a loss of SAR 0.19 lakhs in the previous year.

The revenue from operations was SAR 30 lakhs as against Nil in the previous year.

In accordance with proviso to Section 129(3) read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing
salient features of the financial statements of the Company's Subsidiaries in Form AOC-1 is attached to the financial statements of
the Company and forms part of this Annual Report.

In terms of Regulation 16(1)(c) of the SEBI (LODR) Regulations, 2015, Merino Shelters Private Limited is a Material Subsidiary of the
Company during the financial year 2025-26.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company and its Subsidiaries for the financial year ended March 31,2026, prepared
in accordance with the Companies Act, 2013 and Ind AS-110 on Consolidated Financial Statements form part of this Annual Report
and same shall also be laid in the ensuing Annual General Meeting in accordance with the provisions of Section 129(3) of the
Companies Act, 2013.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the Standalone and Consolidated Financial Statements
of the Company along with the documents required to be attached thereto and separate financial statements in respect of its
subsidiary companies are available on its website i.e.
www.mangroup.com and are also available for inspection at its Registered
Office.

DIRECTORS & KMPs:

There is no Director liable for rotation at the forthcoming Annual General Meeting.

Mrs. Renu Purshottam Jalan (DIN: 08076758), Mr. Narendra Mairpady (DIN: 00536905), Mr. Rabi Bastia (DIN: 05233577) and Mrs. Esha
Padmanabhan Achan (DIN:10350369) act as Independent Directors and they have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Securities and Exchange
Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 (
"SEBI LODR").

During the financial year under review, the Board of Directors at their Meeting held on Thursday, November 13, 2025, approved the
appointment of Mrs. Esha Padmanabhan Achan (DIN:10350369) as an Additional Independent Director of the Company with effect
from Thursday, November 13, 2025. Thereafter, her appointment was regularized by the shareholders of the Company at the Extra¬
Ordinary General Meeting held on February 10, 2026.

BOARD EVALUATION:

Provisions of Section 134(3), 149(8) and Schedule IV of the Companies Act, 2013 read with Regulation 4(2)(f )(ii)(9) of the SEBI LODR
mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal
annual evaluation needs to be made by the Board of its own performance and that of its Committees and Individual Directors. The
annual evaluation process of the Board of Directors, its Committees and the Individual Directors including the Chairman of the
Company was carried out in the manner prescribed by the Companies Act, the guidance note on Board Evaluation issued by SEBI
and as per the Corporate Governance requirements prescribed by SEBI LODR.

A structured questionnaire was circulated for reviewing the functioning and effectiveness of the Board, its Committees, the Individual
Directors including the Chairman of the Company. All the directors participated in the evaluation survey. The evaluation criterion
for the Directors was based on their participation, contribution and offering guidance to and understanding of the areas which are
relevant to them in their capacity as members of the Board. Responses were analyzed and the results were subsequently discussed
by the Board. Recommendations arising from the evaluation process was considered by the Board to optimize its effectiveness.

NUMBER OF MEETINGS OF THE BOARD:

During the Financial Year 2025-26, 5 (Five) Board Meetings of the Company were held on May 12, 2025, May 31,2025, August 11,
2025, November 13, 2025, and February 9, 2026.

COMPOSITION OF AUDIT COMMITTEE:

The Audit Committee comprises Mr. Narendra Mairpady, Mrs. Renu Jalan, Independent Directors and Mr. Nikhil Mansukhani,
Managing Director of the Company. The Company Secretary is the Secretary to the Committee. There has not been any instance
during the year when recommendations of the Audit Committee were not accepted by the Board of Directors.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS (IDs):

In terms of Regulation 25(7) of the SEBI LODR and the Companies Act, 2013, the Company is required to conduct the Familiarization
Programme for Independent Directors (IDs) to familiarize them about their roles, rights, responsibilities in the Company, nature of
the industry in which the Company operates, business model of the Company, etc., through various initiatives. Directors are made
aware of the significant news developments and highlights from various regulatory authorities viz. Securities and Exchange Board
of India (
"SEBI"), Ministry of Corporate Affairs ("MCA"), etc.

The Directors are regularly apprised about their roles, rights and responsibilities in the Company from time to time as per the
requirements of the SEBI LODR with the Stock Exchanges and Companies Act, 2013 read together with the Rules and Schedules
thereunder. The policy and details of familiarization programme imparted to the Independent Directors of the Company is available
at
www.mangroup.com.

MEETING OF INDEPENDENT DIRECTORS:

A meeting of the Independent Directors was held on March 31,2026, pursuant to Section 149(8) read with Schedule IV and other

applicable provisions of the Act and Regulation 25(3) of the SEBI LODR. All the Independent Director were present in the said
meeting.

DIVIDEND DISTRIBUTION POLICY:

Your Company has a Dividend Distribution Policy, in compliance with the SEBI LODR. The Policy is available on the Company's
website
https://mangroup.com/codes-and-policies/ in terms of the Policy, equity shareholders of the Company may expect
dividend if the Company has surplus funds after taking into consideration relevant internal and external factors enumerated in the
Policy for declaration of dividend.

NOMINATION AND REMUNERATION POLICY:

The Board has on the recommendation of the Nomination and Remuneration Committee has framed and adopted a policy for
selection and appointment of Director, Key Managerial Personnel, Senior Management Personnel and their remuneration pursuant
to the provisions of the Companies Act, 2013 and the SEBI LODR, 2015.

The salient features of the Policy are:

a. Appointment and remuneration of Director, Key Managerial Personnel and Senior Management Personnel.

b. Determination of qualifications, positive attributes and independence for appointment of a Director (Executive/Non-Executive/
Independent) and recommendation to the Board matters relating to the remuneration for the Directors, Key Managerial
Personnel and Senior Management Personnel.

c. Formulating the criteria for performance evaluation of all Directors.

d. Board Diversity

The Company's policy inter-alia, on Directors' appointment and remuneration, including criteria for determining qualifications,
positive attributes, independence of a Director and other matters provided under the Act is available on the website of Company
at
www.mangroup.com.

DIRECTORS RESPONSIBILITY STATEMENT:

The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention
on accrual basis except for certain financial instruments, which are measured at fair values, the provisions of the Act (to the extent
notified) and guidelines issued by the Securities and Exchange Board of India (
"SEBI"). The Ind AS are prescribed under Section
133 of the Companies Act, 2013 ('
the Act'), read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and
Companies (Indian Accounting Standards) Amendment Rules, 2016. The Company has adopted all the Ind AS standards and the
adoption was carried out in accordance with applicable transition guidance. Accounting policies have been consistently applied
except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a
change in the accounting policy hitherto in use.

The directors confirm that:

• In preparation of the annual accounts for the financial year ended March 31,2026, the applicable accounting standards (except
Ind AS-110) have been followed.

• They have selected such accounting policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year
and of the profit and loss of the Company for that period.

• They have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

• They have prepared the annual accounts on a going concern basis.

• They have laid down internal financial controls, which are adequate and are operating effectively.

• They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are
adequate and operating effectively.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY:

The Company maintains appropriate systems of internal controls, including monitoring procedures, to ensure that all assets and
investments are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide
for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

The Company has an independent Internal Audit Department assisted by external professionals for assessing and improving the
effectiveness of internal financial control with reference to financial statements and governance. To maintain its objectivity and
independence, the Internal Audit function reports to the Chairman of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY:

As a part of initiative under Corporate Social Responsibility ("CSR"), the Company has contributed funds towards promotion of
health care, cleanliness and sanitation education, women empowerment, environmental sustainability and rural welfare programs.
CSR activities were undertaken by the Company all over India including in and around plant locations that is Anjar, Gujarat,
Pithampur, Madhya Pradesh and Mumbai where the Head office of the Company is located.

A brief outline of the CSR policy of the Company and the details of activities/initiatives taken by the Company on CSR during
the year as per annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as
Annexure 'A' to this Report. The said policy is available on the website of the Company at www.mangroup.com.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

As per Regulation 34(2)(f) of the SEBI LODR, the Business Responsibility and Sustainability Report, for the Financial Year 2025¬
26, describing the initiatives taken by the Company from the environmental, social and governance perspective, is enclosed as
Annexure 'B' to this Report.

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

In accordance with the provisions of Section 134(3)(g) read with Section 186(4) of the Companies Act, 2013, the particulars of loans
given, investments made, guarantees given and securities provided, if any, have been disclosed in the financial statements.

VIGIL MECHANISM:

In accordance with the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board
and its Powers) Rules, 2014 and SEBI LODR the Company has adopted a Whistle Blower Policy to provide a mechanism to its directors,
employees and other stakeholders to raise concerns about any violation of legal or regulatory requirements, misrepresentation of
any financial statement and to report actual or suspected fraud or violation of the Code of Conduct of the Company.

The Policy allows the whistleblowers to have direct access to the Chairman of the Audit Committee in exceptional circumstances
and also protects them from any kind of discrimination or harassment. The Whistle Blower Policy of the Company can be accessed
on the Company's website
www.mangroup.com.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(f) & and other
applicable regulations read with Schedule V of SEBI LODR is presented in a separate section and forms part of the Annual Report.

CORPORATE GOVERNANCE REPORT:

A separate Report on Corporate Governance along with a certificate from the Secretarial Auditors of the Company confirming the
compliance of the conditions of Corporate Governance by the Company as required under Para E of Schedule V to the SEBI LODR is
annexed hereto and forms an integral part of this Report.

DEPOSITS:

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the
beginning of the year which were classified as 'Deposits' in terms of Section 73 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance
with the Chapter V of the Companies Act, 2013 is not applicable.

RISK MANAGEMENT:

The Company has a risk management framework for the identification and management of risks. The Company has been following
the processes and procedures for assessment and mitigation of various business risks associated with the nature of its operations and
such adaptation has helped the Company to a very large extent. In line with the requirement under the SEBI LODR, the Company has
constituted a Risk Management Committee (
"RMC") comprising of members of the Board. The composition of RMC is provided in
the Corporate Governance Report, which forms part of this Report. RMC is entrusted with the responsibility of overseeing strategic,
operational and financial risks that the organisation faces, along with the adequacy of mitigation plans to address such risks. The
ultimate responsibility for framing, implementing and monitoring the risk management plan for the Company lies with the Board
of Directors.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Board of Directors has laid down standards, processes and procedures for implementing the internal financial controls across
the organization. After considering the framework of existing internal financial controls and compliance systems; work performed
by the Internal, Statutory and Secretarial Auditors and External Consultants; reviews performed by the Management and relevant
Board Committees including the Audit Committee, the Board of Directors are of the opinion that the Company's internal financial
controls with reference to the financial statements were adequate and effective during the financial year 2025-26.

AUDITORS AND THEIR REPORTS:(A) STATUTORY AUDITORS:

M/s. A Sachdev & Co., Chartered Accountants (Firm registration number: 001307C) were appointed as the Statutory Auditors of the
Company in the 34th Annual General Meeting (AGM) of the Company held on September 29, 2022 to hold office for a period of five
years from the conclusion of the 34th AGM till the conclusion of the 39th AGM of the Company.

Auditors report, qualifications and explanation:

No frauds have been reported by the Statutory Auditors during the financial year 2025-26 pursuant to the provisions of Section
143(12) of the Companies Act, 2013.

There is no qualification, reservation, adverse remark or disclaimer made by the Statutory Auditor in their report for financial year
2025-26.

(B) SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI LODR, M/s. Mayank Arora & Co., Practicing Company Secretaries
(FCS No. 10378 and CP No. 13609), were appointed as the Secretarial Auditors of the Company at the 37th Annual General Meeting
held on September 26, 2025, to hold office for a period of five consecutive years from the conclusion of the said Annual General
Meeting till the conclusion of the 42nd Annual General Meeting of the Company.

The Secretarial Audit Report of the Company from M/s. Mayank Arora & Co., Practicing Company Secretaries, for the financial year
ended March 31, 2026 is attached as
Annexure 'C' and Secretarial Audit Report of Material Subsidiary from Komal Birmiwala,
Practicing Company Secretaries, in terms of Regulation 24A of SEBI LODR is attached as
Annexure 'C-1'.

The remarks mentioned in said Secretarial Audit Report are self-explanatory.

(C) COST AUDITORS:

As per the requirement of Section 148(1) of the Act read with Rules made thereunder, your Company is required to maintain cost
accounts and records.

Accordingly, your Company has maintained cost accounts and records for financial year 2025-26 as applicable for its product range.

During the year under review, the Company filed the Cost Audit Report for the financial year 2024-25 with the Registrar of Companies,
Mumbai, within the prescribed statutory timelines.

Upon recommendation of the Audit Committee, the Board has re-appointed M/s. M.P. Turakhia & Associates, (Firm Registration
Number 000417) as Cost Auditor of your Company for financial year 2026-27 at a remuneration of ?1,25,000/- (Rupees One
Lakh Twenty-Five Thousand only) per annum plus out-of-pocket expenses and taxes, as applicable. The Act mandates that the
remuneration payable to the Cost Auditor is ratified by the Shareholders.

Accordingly, a Resolution seeking Shareholders' ratification of the remuneration payable to the Cost Auditors for the financial year
2026-27 is included in the Notice convening the ensuing Annual General Meeting.

SECRETARIAL STANDARDS OF ICSI:

The Company has complied with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of
India (ICSI).

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The particulars of employees and related disclosures as required under 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 are set out in
Annexure 'D' to this Report.

The statement containing the list of top 10 employees in terms of remuneration drawn, particulars of employees employed
throughout the year and in receipt of remuneration of ?1.02 Crore or more per annum and employees employed for part of the year
and in receipt of remuneration of ?8.5 Lakh or more per month in terms of Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is available on your Company's website at
www.mangroup.com. The Annual Report is being
sent to the shareholders excluding the aforesaid statement. Shareholders interested in obtaining this information may access
the same from your Company's website. In accordance with Section 136 of the Act, this statement is available for inspection by
shareholders through electronic mode.

DETAILS WITH RESPECT TO THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:

Details with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under
Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are set out in
Annexure
'F'
to this Report.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year under review were on arm's length basis and were
in the ordinary course of the business. In compliance with the terms of the 'Policy on Related Party Transactions', no contracts,
arrangements or transactions were entered into by the Company with the Promoters, Key Managerial Personnel or other designated
persons which would be considered materially significant and which may have potential conflict of interest with the company at
large. The Policy on materiality of related party transactions and on dealing with related party transactions as approved by the Board
may be accessed on the Company's website
www.mangroup.com.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the
prescribed Form AOC-2, is appended as
Annexure 'G' to the Board's Report.

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

The Company is committed to provide a healthy environment to all its employees and has zero tolerance for sexual harassment at
workplace. In order to prohibit, prevent and redress complaints of sexual harassment at workplace, it has constituted a Complaint

Committee in line with the provisions of Section 4(1) of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

The Company has in place an Internal Complaints Committee (ICC) in compliance with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year 2025-26:

• Number of complaints received: 0

• Number of complaints disposed of: 0

• Number of cases pending for more than 90 days: 0

COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961:

The Company has a policy in place to provide benefits as prescribed under the Maternity Benefit Act, 1961. During the year, no
women employees requested maternity benefits. However, the Company remains fully committed to complying with the provisions
of the Act and to supporting working mothers by ensuring a gender-inclusive and supportive workplace environment.

GENERAL PROVISIONS:Safety, Health and Environment

During the year, the Company continued to focus on resource conservation and reduction in generation of hazardous wastes and
enhanced its efforts to positively impact the environment in which it operates. All the manufacturing facilities and processes are
subject to regular inspections and a Safety Audit is carried out meticulously at Anjar plant and preventive measures are taken to
ensure high standards of safety. There have been regular trainings right from the employee induction stage and further on continual
basis to reinforce safety habits by it's employees. Your Company has taken adequate insurance cover for all its plants as well as for
third party liabilities and continues to work towards the improvement of our environment, healthy and safe management system.
The company has also been organizing the camps for Blood donation and also yoga trainings for its employees.

Human Resources and Industrial Relations

In your Company, employees continue to be the key driving force of the organization and remain a strong source of our competitive
advantage. We believe in aligning business priorities with the aspirations of employees leading to the development of an empowered
and responsive human capital.

Attracting, retaining and motivating employees and creating an environment that nurtures them to deliver their best have been a
constant practice followed by your Company. Your Company continues to invest in training, refining its goal setting and performance
evaluation processes through which employees can share best practices and seek support to drive change and improvement.
Company remains committed to fostering a vibrant and inclusive workplace through robust employee engagement initiatives
that drive holistic development. By organizing activities such as employee training, sports events, festival celebrations, wellness
programs, and team-building workshops, aim to nurture a sense of community, boost morale, and enhance overall well-being.
These efforts are designed to inspire employees to remain motivated, collaborative, and dedicated to achieving higher milestones,
while also supporting their personal and professional growth.

Share Capital

As on March 31,2026, the share capital of the Company is as follows:

During the year under review, the Shareholders at the Extra-Ordinary General Meeting held on June 25, 2025, approved the
increase in the Authorised Share Capital of the Company from ?40,00,00,000 (comprising 80000000 Equity Shares of ?5/- each) to
?50,00,00,000 (comprising 100000000 Equity Shares of ?5/- each).

Accordingly, the Authorized Share Capital of the Company is ?50,00,00 000/- (Rupees Fifty Crores Only) divided into 100000000 (Ten
Crores) Equity Shares of ?5/- (Rupees Five Only) each.

During the year under review, the Allotment Committee approved the issue and allotment of 7774383 Equity Shares on a preferential

basis to Non-Promoters and the allotment of 2500000 Equity Shares of face value ?5/- each to Man Finance Private Limited, a
Promoter Group entity, pursuant to conversion of warrants.

The subscribed and paid-up share capital of your Company stands at ? 37,50,47,855 /- (Rupees Thirty-Seven Crores Fifty Lakhs Forty-
Seven Thousand Eight Hundred and Fifty-Five only) consisting of 75009571 (Seven Crores Fifty Lakhs Nine Thousand Five Hundred
and Seventy-One) Equity Shares of ?5/- (Rupees Five) each.

During the year under review, the Allotment Committee also allotted 1219512 Convertible Warrants on a preferential basis to Man
Finance Private Limited (MFPL), a Promoter Group Entity.

Your Company's equity shares are listed and traded on BSE Limited and National Stock Exchange of India Limited.

Insurance

All the insurable interests of your Company, including inventories, buildings, plant and machinery and liabilities under legislative
enactments are adequately insured.

Transfer of unpaid/unclaimed dividend to Investor Education and Protection Fund

The Company has transferred ? 7,44,285/- to Investor Education and Protection Fund in relation to unpaid and unclaimed dividend
amount pertaining to financial year 2017-18.

Disclosure

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.
RESIDUARY DISCLOSURES:

i. During the financial year 2025-26, the Company has not issued equity shares with differential rights as to dividend, voting or
otherwise. Hence, disclosure under Rule 4(3) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable;

ii. During the financial year 2025-26, the Company has not issued sweat equity shares to its employees. Hence, disclosure under
Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable;

iii. During the financial year 2025-26, the Company has not issued shares under Employees Stock Option Scheme;

iv. During the financial year 2025-26, no significant or material orders have been passed by the Regulators or Courts or Tribunals
which impact the going concern status of the Company and its operations in future. Hence, disclosure under Rule 8(5)(vii) of
the Companies (Accounts) Rules, 2014 is not applicable;

v. During the financial year 2025-26, there has been no change in the nature of business of the Company. Hence, disclosure under
Rule 8(5)(ii) of the Companies (Accounts) Rules, 2014 is not applicable;

vi. During the financial year 2025-26, no Managing Director and Whole Time Director of the Company has received any commission
from the Company, nor have they received any remuneration or commission from the subsidiary of the Company.

ACKNOWLEDGEMENTS:

The Directors wish to acknowledge and place on record their sincere appreciation for the assistance and co-operation received from
all the members, regulatory authorities, customers, financial institutions, bankers, lenders, vendors and other business associates.

The Directors also recognize and appreciate all the employees for their commitment, commendable efforts, teamwork,
professionalism and continued contribution to the growth of the Company.

For and on behalf of the BoardDate: August 11, 2026 R. C. Mansukhani

Place: Mumbai Chairman