Your Directors are pleased to present the 16^th (Sixteenth) Annual Report on the business and operations of the Company
together with the Audited Financial Statements of the Company for the year ended 31^st March, 2026.

FINANCIAL HIGHLIGHTS:

OPERATIONS AND BUSINESS PERFORMANCE

The Company was able to sustain the turnover track, and
its revenue from operations increased substantially from
J 78162.76/- Lakhs of the previous year to J 88446.42/-
Lakhs during the year. Further the company was able
to increase its profits too from J 1564.33/- Lakhs to
J 4,097.15/- Lakhs. However, the Company is further
improving its performance day-by-day and is expected to
show further improvement in its results in the coming year.

STATE OF COMPANY’S AFFAIRS AND FUTURE
OUTLOOK

The Company anticipates an increase in both revenue and
profitability in the upcoming year, driven by a positive growth
trajectory and the broader economic recovery. With strong
market demand and a well-positioned operational framework,
the Company is well-equipped to meet evolving market
expectations. The outlook for the future remains highly promising.

CHANGES IN THE NATURE OF BUSINESS, IF ANY

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

DIVIDEND

The Board of Directors is pleased to recommend a final
dividend of H 0.05 per Equity Share (5%) against the face
value of Re. 1/- of an equity share of the Company, subject
to the approval by the Members of the Company at the
ensuing Annual General Meeting.

TRANSFER TO RESERVES

During the year under review, your Company has transferred
the profit for the year to the Statement of Profit and Loss.

CAPITAL & DEBT STRUCTURE

The paid-up Equity Share Capital of the Company as at
31^st March, 2026 stood at H 1,058.34/- Lakhs divided into
105,834,050 equity shares of H 1 each.

A) Issue of equity shares with differential rights

The Company did not issue equity shares with
differential rights during the financial year 2025-26

B) Issue of sweat equity shares

The Company did not issue sweat equity shares during
the financial year 2025-26.

C) Issue of employee stock options

The Company did not issue employee stock options
during the financial year 2025-26.

D) Provisions of money by Company for purchase of
its own shares by employees or by trustees for the
benefit of employees

The Company does not have a scheme for purchase
of its own shares by employees or by trustees for the
benefit of employees.

E) Issue of Debentures, Bonds, Warrants or any non¬
convertible securities

The Company did not issue Debentures, Bonds or any Non¬
convertible securities during the financial year 2025-26.

However, in accordance with the provisions of Chapter V
of the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018
(SEBI ICDR Regulations), During the financial year under
review the Company has issued and allotted 2,24,00,000
Equity Share Warrants of H 18 each to Beacon Stone
Capital VCC, Silver Stallion Ltd., Karan Agrawal, Shailaja
Agrawal and Tushar Agrawal on 11^th October, 2023. The
Company has received 25% upfront money amounting to
H 1008 lakhs against the allotment of 2,24,00,000 Equity
Share Warrants, convertible into One (1) Equity Share and
the conversion can be exercised at any time during the
period of Eighteen months from the date of allotment of
Equity Share Warrants, as the case maybe, on such terms
and conditions as applicable.

Out of the above Equity Share Warrants, the company has
allotted 87,35,000 equity shares to Beacon Stone Capital
VCC, Karan Agrawal, Shailaja Agrawal, Tushar Agrawal
after receiving 75% of balance on 15/01/2024 through
conversion of share warrants on preferential basis in terms
of Chapter V of SEBI (ICDR) Regulation 2018.

Further, the company has allotted 1,09,00,000 and
27,65,000 equity shares to Elysian Wealth Fund (erstwhile
known as Silver Stallion Ltd), Karan Agrawal, Shailaja
Agrawal, Tushar Agrawal and Beacon Stone Capital
VCC - Beacon Stone I after receiving 75% of balance
on 10/04/2025 & 11/04/2025 respectively through
conversion of share warrants on preferential basis in terms
of Chapter V of SEBI (ICDR) Regulation 2018.

The Company has issued and allotted 2,07,00,000 Equity
Share Warrants of H 65 each to Promoters and Non¬
Promoters category on 30^th January, 2025. The Company
has received 25% upfront money amounting to H 3363.75
lakhs against the allotment of 2,07,00,000 Equity Share
Warrants, convertible into One (1) Equity Share and the
conversion can be exercised at any time during the period
of Six/Eighteen months from the date of allotment of
Equity Share Warrants, as the case maybe, on such terms
and conditions as applicable.

Out of the above Equity Share Warrants, the company
has allotted 52,00,000, 57,90,000, 7,55,000, 49,72,500
and 11,82,500, equity shares to Promoters and Non¬
Promoters Category after receiving 75% of the balance
on 27/03/2025, 19/05/2025, 06/06/2025, 25/06/2025
and 04/07/2025 respectively through conversion of share
warrants on preferential basis in terms of Chapter V of
SEBI (ICDR) Regulation 2018.

DETAILS PERTAINING TO SHARES IN SUSPENSE
ACCOUNT

Details of shares held in the demat suspense account
as required under Regulation 39(4) read with Para F of
Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred
to as ‘Listing Regulations') forms part of the Corporate
Governance Report.

DETAILS PERTAINING TO CREDIT RATINGS

Credit rating in terms of Regulation 34(3) read with Para
C of Schedule V of the Listing Regulations are given in the
Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis Report as
stipulated under Regulation 34(2) read with Para B of
Schedule V of the Listing Regulations, on the operations of
the Company, as required under the Listing Regulations is
provided in a separate section and forms an integral part of
this Annual Report.

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

No such instance took place during the year under review.

DETAILS RELATING TO MATERIAL VARIATIONS

The Company has not issued any prospectus or letter of
offer during the last five years and as such the requirement
for providing the details relating to material variation is not
applicable to the company for the year under review.

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

There are no material changes and commitments affecting
the financial position of the Company which have occurred
between the end of the Financial Year 2025-26 and the
date of this report.

ANNUAL RETURN

The Annual Return as on 31.03.2026 as provided under
Section 92(3) of the Companies Act, 2013 and as prescribed
in Form No. MGT-7 of the Companies (Management and
Administration) Rules, 2014, is available on the website
of the company and can be accessed athttps://www.
manaksiacoatedmetals.com/

CORPORATE GOVERNANCE REPORT

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

Pursuant to Regulation 34 read with Para C of Schedule
V of the Listing Regulations, Report on the Corporate
Governance along with a certificate from the Statutory
Auditors of the Company confirming compliance with
the conditions of the Corporate Governance is annexed
as Annexure-‘A’.

NUMBER OF MEETINGS OF THE BOARD OF
DIRECTORS

4 (Four) meetings of the Board of Directors were held during
the Financial Year 2025-26. The details of the meetings of
the Board of Directors of the Company convened during
the Financial Year 2025-26 are given in the Corporate
Governance Report which forms part of this Annual Report.

Secretarial Standards

The Institute of Company Secretaries of India has issued
Secretarial Standards and all the Secretarial Standards
have been approved by the Central Government under
Section 118(10) of the Act. Pursuant to the provisions
of Section 118(10) of the Act, it is mandatory for the
company to observe the secretarial standards with respect
to Board Meeting and General Meeting. The Company has
adopted and followed the set of principles prescribed in
the respective Secretarial Standards for convening and
conducting Meetings of the Board of Directors, General
Meeting and matters related thereto. The Directors have
devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards and that
such systems are adequate and operating effectively.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act (including any statutory
modification(s) or re-enactment(s) thereof for the time
being in force), the Directors of the Company state that :

a) in the preparation of the annual accounts for the year
ended 31^st March, 2026, the applicable Accounting
Standards had been followed along with proper
explanations relating to material departures, if any;

b) the Directors had adopted such accounting policies
and applied them consistently and made judgements
and estimates in a reasonable and prudent manner so
as to give a true and fair view of the state of affairs of
the Company as at the end of the financial year 2025¬
26 and of the loss of the Company for that period;

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

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

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

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

STATEMENT ON DECLARATION BY
INDEPENDENT DIRECTORS

Mr. Siddhartha Shankar Roy (DIN: 08458092), Ms. Gargi
Singh (DIN: 08458152) and Mr. Probir Kumar Chaudhury
(DIN: 10041053) are Independent Directors on the Board
of the Company as on 31^st March, 2026.

Due to the sudden demise of Mr. Siddhartha Sengupta
(DIN: 10165139) on 23^rd May, 2025, he has ceased to be a
member of the Board with effect from the said date.

The Company has received declarations from the
Independent Directors confirming that they meet the
criteria of independence as prescribed under the provisions
of Section 149(6) of the Act, read with the Schedules
and Rules issued thereunder, as well as clause (b) of sub¬
regulation (1) of Regulation 16 and sub-regulation (8) of
Regulation 25 of the Listing Regulations (including any
statutory modification(s) or re-enactment(s) thereof for
the time being in force).

They have also registered themselves in the databank with
the Institute of Corporate Affairs of India as an Independent
Director as per Rule 6(1) of the Companies (Appointment
and Qualifications of Directors) Rules, 2014.

The Board of Directors of the Company has reviewed
the disclosures of independence submitted by the
Independent Directors and is of the opinion that the
Independent Directors fulfill the conditions specified in
the Act and Listing Regulations and are independent of
the management.

The Independent Directors have complied with the Code for
Independent Directors prescribed in Schedule IV to the Act.
Further the Independent Directors have also complied with
the Code of Conduct for Directors and Senior Management
Personnel formulated by the Company.

COMPLIANCE WITH THE CODE OF CONDUCT
FOR THE BOARD OF DIRECTORS AND SENIOR
MANAGEMENT

All directors and senior management have affirmed
compliance with the Code of Conduct for the Board of
Directors and Senior Management. A declaration to that
effect is attached to the Corporate Governance Report.

DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152(6)
(c) of the Act read with Companies (Appointment and
Qualification of Directors) Rules, 2014 and Article 87 of
the Articles of Association of the Company,

Changes during the period under review:

• Mr. Debasis Banerjee (DIN:08164196) resigned from
his directorship from the company w.e.f 01.04.2025.

• Mr. Pritam Pal (DIN : 11050522) has been newly
inducted into the Board and has been designated as
Additional Non-Executive Non-Independent Director
of the Company w.e.f. 14^th May, 2025.

• Mr. Pritam Pal (DIN : 11050522) was regularized as a
Non-Executive, Non-Independent Director with effect
from August 13, 2025, pursuant to the approval of the
shareholders through a postal ballot.

• Due to the sudden demise of Mr. Siddhartha Sengupta
(DIN: 10165139) on 23^rd May, 2025, he has ceased to be
a member of the Board with effect from the said date.

AUDITORS

STATUTORY AUDITORS

The Board of Directors, at its meeting held on August 7,
2024, recommended the re-appointment of M/s. S. Bhalotia
& Associates as the Statutory Auditors of the Company for
a second term of five consecutive years, commencing from
the conclusion of the 14^th Annual General Meeting ("AGM")
until the conclusion of the 19^th AGM of the Company to be
held for the financial year 2028-29.

Thereafter, the shareholders approved the re-appointment
of M/s. S. Bhalotia & Associates as the Statutory Auditors of
the Company at the 14^th AGM held on September 20, 2024.

M/s. S. Bhalotia & Associates, have confirmed that their
appointment would be within the limits specified under
Section 141(3)(g) of the Companies Act, 2013 and they are
not disqualified to act as Statutory Auditors in terms of the
provisions of Sections 139 and 141 of the Companies Act,
2013 and the Companies (Audit and Auditors) Rules, 2014.

As required under Regulation 33(1)(d) of the Listing
Regulations, M/s. S. Bhalotia & Associates, have confirmed
that they hold a valid certificate issued by the Peer Review
Board of the Institute of Chartered Accountants of India.

There has been no resignation of the statutory auditors
during the year.

There are no observations (including any qualification,
reservation, adverse remarks or disclaimer) of the Auditors
in their Audit Report that may call for any explanation
from the Directors. The specific notes forming part of
the accounts referred to in Auditor's Report are self¬
explanatory and give complete information.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act
and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors
of the Company in the Board Meeting held on 22.07.2025
and the shareholders in the AGM held on 16.09.2025,
approved the appointment of Mr. Anil Kumar Dubey (Mem.
No: FCS 9488), partner of M/s M & A Associates, Practising
Company Secretaries (COP No:12588) as Secretarial
Auditors of the Company for the period of 5 years from the
conclusion of the 15^th AGM upto the AGM to be held for
the FY 2029-30.

The Secretarial Audit Report in Form MR-3 as given by the
Secretarial Auditor for the Financial Year ended 31^st March,
2026, forms part of the Directors Report and annexed
as Annexure-‘B’.

The Secretarial Auditors Report of the Company, does
not contain any qualification, reservation, adverse
remark or disclaimer that may call for any explanation
from the Directors.

COST AUDITORS

As per the requirements of the Section 148 of the Act
read with the Companies (Cost Records and Audit) Rules,
2014 as amended from time to time, your Company is
required to maintain cost records for, few of its products
and accordingly, such accounts are made and records have
been maintained by the Company.

The Board of Directors of the Company, on the
recommendations made by the Audit Committee, has
appointed M/s. S. Chhaparia&Associates, Cost Accountants
as the Cost Auditors of the Company to conduct the audit
of cost records for the FY 2026- 27 in accordance with
Section 148 of the Act read with Companies (Cost Records
and Audit) Rules, 2014, at a remuneration of Rs. 1,00,000/-
plus reimbursement of out-of-pocket expenses at actual
and applicable taxes. The remuneration to be paid to the
Cost Auditor needs to be ratified by the shareholders at
the ensuing Annual General Meeting of the Company.

A resolution seeking Member's approval for ratification the
remuneration payable to the Cost Auditor forms part of
the Notice of the Annual General Meeting and the same is
recommended for your consideration. Relevant cost audit
report for the year 2024-25 was submitted to the Central
Government within stipulated time and was free from any
qualification or adverse remarks. The Cost Audit Report
for the financial year 2025-26 has been reviewed by the
Board of Directors at its meeting held on 14^th July, 2026
and the same will be filed with the Central Government
within stipulated time. The said report is free from any
qualification or adverse remarks.

INTERNAL AUDITORS

In the Board Meeting held on 06.05.2026, the board
approved the appointment M/s Audittech 360 Financial
Services Private Limited as the Internal Auditor of the
Company for the Financial year 2026-27.

FRAUD REPORTING

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

DISCLOSURE ON EMPLOYEE STOCK OPTION/
PURCHASE SCHEME

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

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186

The particulars of the loans given, investments made,
guarantees given or security provided and the purpose for
which the loan or guarantee or security is proposed to be
utilized as per the provisions of Section 186 of the Act are
provided in the notes to the Financial Statements.

PARTICULARS OF CONTRACT OR
ARRANGEMENT WITH RELATED PARTIES

All transactions with related parties are placed before the
Audit Committee for approval and Board as applicable.
Prior omnibus approval of the Audit Committee is obtained
for all the RPTs, which are foreseeable and repetitive and/
or entered in the ordinary course of business and are at
arm's length basis.

All related party transactions during the year have
been carried out at arms' length basis in the ordinary
course of business.

There were no materially significant related party
transactions as defined in terms of the provisions of
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, entered
into by the Company during the year under review which
could conflict with the interest of the Company as a
whole and, as such, disclosure in Form AOC-2 pursuant

to Rule 8(2) of the Companies (Accounts) Rules, 2014
has not been made.

The policy on Related Party Transactions as approved by
the Board of Directors of the Company may be accessed on
the Company's website www.manaksiacoatedmetals.com
and the weblinkhttps://www.manaksiacoatedmetals.
com/investor/corporate-policies

PARTICULARS OF LOANS/ADVANCES/
INVESTMENTS OUTSTANDING DURING THE
FINANCIAL YEAR AS REQUIRED UNDER
SCHEDULE V OF THE LISTING REGULATIONS.

The details of related party disclosures with respect to
loans/ advances/ investments at the year end and maximum
outstanding amount thereof during the year as required
under Part A of Schedule V of the Listing Regulations have
been provided in the notes to the Financial Statements
of the Company.

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

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

RISK MANAGEMENT SYSTEM

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

In accordance with the Listing Regulations, the Board of
Directors of the Company are responsible for framing,
implementing and monitoring the risk management plans
of the Company. The Company has a “Risk Management
Policy” to identify risks associated with the Company,
assess its impact and take appropriate corrective steps
to minimize the risks that may threaten the existence of
the Company. It helps in safeguarding the organization
from various risks through adequate and timely actions.
The Company manages, monitors and reports on its risks
and uncertainties that can impact its ability to achieve
its objectives. The major risks have been identified by
the Company and its mitigation process/measures have
been formulated.

COMMITTEES OF THE BOARD

The Board of Directors have constituted Audit Committee,
Nomination & Remuneration Committee and Stakeholders'
Relationship Committee to deal with specific areas/
activities that need a closer review and to have an
appropriate structure for discharging of its responsibilities.

AUDIT COMMITTEE

As on 31^st March, 2026 the Company pursuant to the
requirement of the provisions of Section 177 of the Act
read with the Regulation 18 of the Listing Regulations has
in place Audit Committee comprising of 4 (Four) members.
The Committee is chaired by Mr. Siddhartha Shankar Roy
(DIN:08458092), Independent Director. Ms. Gargi Singh
(DIN: 08458152), Independent Director, Mr. Probir Kumar
Chaudhury (DIN: 10041053), Independent Director and
Mr. Sushil Kumar Agrawal (DIN: 00091793), Managing
Director are the other Members. Mr. Mahendra Kumar
Bang, Chief Financial Officer is a permanent invitee to the
Meeting. Mrs. Shruti Agarwal, the Company Secretary acts
as a Secretary to the Committee.

The details of composition, terms of reference and number
of meetings held for the Committee is provided in the
Corporate Governance Report.

There were no instances of any disagreement between
the Committee and the Board and all recommendations
of the Audit Committee made during the year were
accepted by the Board.

NOMINATION & REMUNERATION COMMITTEE

As on 31^st March, 2026 the Company pursuant to the
provisions of Section 178(1) of the Act, read with the
Regulation 19 of the Listing Regulations has in place the
Nomination & Remuneration Committee comprising of 3
(Three) members. The Committees is chaired by Ms. Gargi
Singh (DIN: 08458152). Siddhartha Shankar Roy (DIN:
08458092), Independent Director and Mr. Probir Kumar
Chaudhury (DIN: 10041053) are the other members.
Mrs. Shruti Agarwal, the Company Secretary acts as a
Secretary to the Committee.

The details of composition, terms of reference and number
of meetings held for the Committee is provided in the
Corporate Governance Report.

There were no instances of any disagreement between the
Committee and the Board and all recommendations of the
Nomination & Remuneration Committee made during the
year were accepted by the Board.

COMPANY’S POLICY ON APPOINTMENTAND REMUNERATION OF DIRECTORS, KEY
MANAGERIAL PERSONNEL AND SENIORMANAGEMENT PERSONNEL

The Company has formulated and adopted Remuneration
Policy which is reviewed and revised from time to time by
the Board of Directors taking any amended clause into
consideration in accordance with the provisions of Section
178 of the Act and Regulation 19 read with Para A of Part
D of Schedule II of Listing Regulations. The Company has
also formulated the Criteria of making payment to Non¬
Executive Directors including Independent Directors, the
website link for which has been provided in Corporate
Governance Report.

The said Policy of the Company, inter-alia, formulates
the criteria for appointment of Executive, Non-Executive
and Independent Directors on the Board of Directors of
the Company and persons in the Senior Management of
the Company, their remuneration including determination
of qualifications, positive attributes, independence of
Directors and such other matters as provided under sub¬
section (3) of Section 178 of the Act.

The policy aims to attract, retain and motivate qualified
people at the executive and at the board levels and ensures
that the interests of Board members & senior executives
are aligned with the business strategy, objectives, values
and long-term interests of the Company.

The policy contains detailed criteria for selection and
appointment of the Board members and other executive
members and also lays down the compensation structure
of Non-Executive Directors, Executive Directors, Key
Managerial Personnel(s) and Senior Management
Personnel(s). The said policy was revised by the Board of
Directors in its meeting held on 21^st May, 2021 which forms
part of the Directors Report and is marked as Annexure-‘D'.

The policy is also available at the following weblink:
http://manaksiacoatedmetals.com/assets/upload/
pdf/Remuneration-Policy Manaksia-Coated-Metals-
Industries-Limited 29-05-2019.pdf

STAKEHOLDERS RELATIONSHIP COMMITTEE

As on 31^st March, 2026 as required by the provisions of Section
178(5) of the Act, read with Regulation 20 of the Listing
Regulations, the Company has in place the Stakeholders
Relationship Committee comprising of 3 (Three) members.
The Committee is chaired by Mr. Siddhartha Shankar
Roy (DIN: 08458092), Independent Director, Mr. Sushil
Kumar Agrawal (DIN: 00091793), Managing Director and
Ms. Gargi Singh (DIN: 084858152), Independent Director
are the other members. Mrs. Shruti Agarwal, the Company
Secretary acts as a Secretary to the Committee.

The details of composition, terms of reference and number
of meetings held for the Committee is provided in the
Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the requirements of the provisions of
Section 135 of the Companies Act, 2013, the Company
has constituted a CSR Committee. The Company has also
formulated a CSR Policy which is available on Company's
website at:https://www.manaksiacoatedmetals.com/
assets/upload/pdf/CSR%20Policy MCMIL .pdf

In view of amended provisions in Section 135 of the
Companies Act, 2013, the functions to be discharged
by CSR Committee as the amount required to be spent
by Company does not exceed H 50 Lakhs. The existing
functions of CSR Committee will be discharged by the
Board of Directors of the Company.

During the year under review, in compliance with the
provisions of Section 135 of the Companies Act, 2013,
the Companies (Corporate Social Responsibility) Rules,
2014 and the various notifications/circulars issued by the
Ministry of Corporate Affairs, the Company has contributed
the eligible amount through implementing agency engaged
in activities specified in Schedule VII of the Companies Act,
2013. The salient features of the CSR policy along with the
Report on CSR activities are given in ‘Annexure-E’ to this
Directors' Report.

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

Pursuant to the provisions of the Act, and the Listing
Regulations, read with Guidance Note on Board Evaluation
of SEBI dated 5^th January, 2017, the Nomination &
Remuneration Committee has laid down the criteria for
performance evaluation, in a structured questionnaire
form after taking into consideration various aspects of
the Board functioning, composition of the Board and
its Committees, culture, execution, diligence, integrity,
awareness and performance of specific laws, duties,
obligations and governance, on the basis of which, the
Board has carried out the annual evaluation of its own
performance, the performance of Board Committee and of
Directors individually.

The performance of the Board and individual Directors
was evaluated by the Board seeking feedback from all
the Directors. The performance of the Committees was
evaluated by the Board seeking views from the Committee
Members. As per Para VII of Schedule IV of the Act, the
Independent Directors of the Company, without the
participation of Non-Independent Directors and members
of management, in their separate meeting held on 14^th May,
2025 have reviewed the performance of :

• Non-Independent Directors and the Board as a whole;

• the Chairman of the Company taking into account
the views of Executive Directors and Non¬
Executive Directors;

• assessed the quality, quantity and timeliness of flow
of information between the company management
and the board that is necessary for the board to
effectively and reasonably perform their duties.

The review of performance of Non-Independent
Directors was done after discussing with them on various
parameters, such as, skill, competence, experience,
degree of engagement, ideas and planning etc. The Board
performance was reviewed on various parameters, such as,
adequacy of the composition of the Board, Board culture,
appropriateness of qualification & expertise of Board
members, process of identification and appointment of
Independent Directors, inter-personal skills, ability to act
proactively, managing conflicts, managing crisis situations,
diversity in the knowledge and related industry expertise,

roles and responsibilities of Board members, appropriate
utilization of talents and skills of Board members etc.
The evaluation of the Chairman of the Company was
conducted on various parameters such as leadership,
quality, capability, availability, clarity of understanding,
governance & compliance and degree of contribution etc.

The Board of Directors of the Company expressed
their satisfaction towards the process of review and
evaluation of performance of Board, its committees and of
individual directors.

SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

Pursuant to the provisions of Section 129(3) of the Act
read with Rule 5 of the Companies (Accounts) Rules, 2014,
the details containing salient features of the financial
statements of the Subsidiary Companies, in Form AOC-
1 forms part of this Annual Report. During the year under
review, the Company does not have any Joint Ventures and
Associate Companies.

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

Foreign Subsidiary:

Manaksia International FZE

There was no revenue during the Financial Year 2025-26.
During the year under review, there were no operations in
the said Company.

Indian Subsidiary:

JPA Snacks Private Limited

The total revenue of the Company for Financial Year 2025¬
26 stood at H 12.52 Lacs. During the year the Company
incurred a net loss of H 28.40 Lacs.

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

During the year under review the Company at its Board
Meeting held on 22.07.2025 has approved merger of
subsidiary Company i.e. M/s. JPA Snacks Pvt. Ltd. with
Manaksia Coated Metals & Industries Ltd. The aforesaid
process is undergoing with NCLT as on the date of the Report.

MATERIAL SUBSIDIARY COMPANIES

Pursuant to Regulation 16(1)(c) of the Listing Regulations
(as amended from time to time), a subsidiary shall be
considered as material if its income or net worth exceeds
ten percent of the consolidated income or net worth
respectively, of the listed entity and its subsidiaries in the
immediately preceding accounting year. During the year
under review, there were no Material Subsidiary according
to the net worth threshold of Regulation 16 of the Listing
Regulations. Policy for determining Material Subsidiaries

is provided at the following weblink:https://www.
manaksiacoatedmetals.com/assets/upload/pdf/Policy-
on-Material-Subsidiary Coated.pdf

FAMILIARIZATION PROGRAMME

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

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

ii) number of hours spent by IDs in such programmes
(during the year and on a cumulative basis till date),
and iii) other relevant details.

Accordingly, the details of familiarization
programme imparted to the Independent Directors
is provided at the following weblink:https://www.
manaksiacoatedmetals.com/assets/upload/
pdfZ4e3eceb227d751b84c15fc48985bfac7.pdf

DEPOSITS

The Company has neither accepted nor renewed any
deposits during the year under review in terms of provisions
of Chapter V of the Act.

DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS,
COURTS AND TRIBUNALS

The Company has not received any significant or material
orders passed by any regulatory authority, court or tribunal
which may impact its going concern status and Company's
operations in future.

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

The Company has in place adequate internal financial
controls with reference to the financial statements. Your
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.
To commensurate the internal financial control with
its size, scale and complexities of its operations the
Company on the recommendation of Audit Committee has
appointed M/s Audittech 360 Financial Services Private
Limited, as Internal Auditors of the Company for the
Financial Year 2026-27.

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

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

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

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

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

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

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In Compliance with the provisions of Section 177(9) of the
Act and Listing Regulations, the Company has framed a
Whistle Blower Policy to establish a vigil mechanism for
Directors and employees to report genuine concerns about
actual or suspected unethical behavior, mal practice,
wrongful conduct, discrimination, sexual harassment,
fraud, violation of the Company polices including Code of
Conduct without fear of reprisal/retaliation. The policy
provides for adequate safeguards against victimization of
persons who use such mechanism and provides for direct
access to the Chairperson of the Audit Committee in
appropriate cases. It is affirmed that no personnel of the
Company has been denied access to the Audit Committee.
The policy was amended during the year under review
and is available on the website of the Company www.
manaksiacoatedmetals.comand the weblink thereto is
https://www.manaksiacoatedmetals.com/assets/upload/
pdf/Whistle Blower Policy Coated Final 22316.pdf

DISCLOSURES UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITON & REDRESSAL) ACT, 2013.

The Company has zero tolerance for sexual harassment
at the workplace and has adopted a Policy on prevention,
prohibition and redressal of sexual harassment at the

workplace in line with the provisions of The Sexual
Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (‘the Act') and Rules
under it. Your Company has complied with provisions
relating to the constitution of an Internal Complaints
Committee under the Act. The Internal Committee (IC)
composes of internal members and an external member
who has extensive experience in the field.

During the year under review-

• The number of sexual harassment complaints received
during the year - Nil.

• The number of such complaints disposed of
during the year.- Nil

• The number of cases pending for a period exceeding
ninety days- Nil

STATEMENT ON MATERNITY BENEFIT
MATERNITY BENEFIT ACT, 1961

The Company have complied with the provisions of the
Maternity Benefit Act, 1961 during the period under review.

TRANSFER OF AMOUNTS TO INVESTOR
EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or
unclaimed for a period of seven years. Therefore, there
were no funds which were required to be transferred to
Investor Education and Protection Fund.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

The disclosure pertaining to remuneration and other details
as required under the provisions of Section 197(12) of the
Act read with applicable provisions of Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 forms part of the Directors Report
and marked as Annexure- ‘F’

During the year under review, no employee of the Company
drew remuneration in excess of the limits specified under
the provisions of Section 197(12) of the Act, read with
Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 and hence no disclosure is required to be made in
the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In Compliance with the provisions of the Act and the Listing
Regulations the Consolidated Financial Statements of the
Company and its subsidiary Company are attached. The
Consolidated Financial Statement has been prepared in
accordance with the applicable accounting standards
issues by the Institute of Chartered Accountants of India
and shows the financial resources, assets, liabilities,
income, profits and other details of the Company and
its subsidiaries.

CORPORATE INSOLVENCY RESOLUTION
PROCESS INITIATED UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (IBC)

During the period under review, neither any application
under the Corporate Insolvency Resolution Process
was initiated nor any pending under the Insolvency and
Bankruptcy Code, 2016.

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

During the period under review, no such settlement
took place.

ACKNOWLEDGEMENT

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

Your Directors convey their grateful appreciation for the valuable patronage and co-operation received and goodwill
enjoyed by the Company from its esteemed customers, commercial associates, banks, financial institutions, government
authorities, other stakeholders and the media.

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

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

For and on behalf of the Board of Directors

Sushil Kumar Agrawal Karan Agrawal

Place: Kolkata (Managing Director) (Whole-Time Director)

Dated: July 14, 2026 (DIN: 00091793) (DIN: 05348309)