Your Directors present their Forty-Second Annual Report on the business and operations of the Company together with the
Audited Financial Statements (both Standalone & Consolidated), for the financial year ended 31^st March, 2026.

FINANCIAL PERFORMANCE:

The financial performance of your Company for the Financial Year ended 31^st March, 2026 is summarized below:

STATE OF COMPANY'S AFFAIRS AND
FUTURE OUTLOOK

Members are requested to refer to the 'Management
Discussion and Analysis Report', which forms part of this
Annual Report, for detailed analysis of the state of the
company's affairs and future outlook.

CHANGES IN THE NATURE OF BUSINESS, IF ANY

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

DIVIDEND

In order to retain the surplus within the Company, the
Directors deem it proper not to propose any dividend for the
financial year ended 31^st March, 2026.

Dividend Distribution Policy

In terms of Regulation 43A of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"), the Board of
Directors of the Company has formulated and adopted
the Dividend Distribution Policy. The said policy has been
uploaded at the website of the Company and is available at the
following link:http://www.manaksia.com/pdf/Dividend%20
Distribution%20Policv.pdf.

Investor Education and Protection Fund (IEPF)

As stipulated by the applicable provisions of the Companies
Act, 2013 ('the Act') read with IEPF (Accounting, Audit,
Transfer & Refund) Rules, 2016, as amended ('the IEPF Rules')
all unpaid or unclaimed dividends required to be transferred
by the Company to the IEPF has been transferred, details
whereof are provided at the Company's website: www.
manaksia.com.

In accordance with the said provisions, an amount of
H5,98,695/- pertaining to the unpaid interim dividend for
the financial year 2018-19, as lying in the Unpaid Dividend
Account, has been transferred to the Investor Education and
Protection Fund (IEPF).

Pursuant to the provisions of Section 124(6) of the Act read
with the IEPF Rules, all the shares on which dividends remain
unpaid or unclaimed for a period of seven consecutive years,
or more, shall be transferred to the demat account of the
IEPF Authority ('IEPF Account') as notified by the Ministry
of Corporate Affairs. In accordance with the said provisions,
15,492 equity shares of H2/- each were transferred to the
IEPF account, on 13^th May, 2026 , in respect of which dividend
had not been claimed by the members for seven consecutive
years or more as on the cut-off date, i.e., 10^th March, 2026. The
details of shares transferred to the IEPF Account are uploaded
at the Company's website.

TRANSFER TO RESERVES

The Board of Directors of the Company (the 'Board') did not
propose any amount for transfer to any reserves.

CHANGE OF REGISTERED OFFICE

The registered office of the Company was shifted from Turner
Morrison Building, 6 Lyons Range, Mezzanine Floor, North
West Corner, Kolkata-700 001 to Turner Morrison Building, 6
Lyons Range, 2^nd Floor, Kolkata-700 001 with effect from 2^nd
June, 2025.

SHARE CAPITAL

The paid-up equity share capital of the Company as on 31^st
March, 2026 stood at H1310.68 Lacs. During the year under
review, the Company has not issued any further shares.

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

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

DETAILS PERTAINING TO SHARES IN DEMAT
SUSPENSE ACCOUNT

Details of shares held in the demat suspense account as
required under Regulation 34(3) read with Schedule V of the
Listing Regulations forms part of the Corporate Governance
Report.

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

There was no such instance during the year under review.

DEMERGER OF METAL PRODUCT BUSINESS
UNDERTAKING

Members are requested to note that the Scheme of
Arrangement between Manaksia Limited ("ML" or the
"Demerged Company") and Manaksia Ferro Industries
Limited ("MFIL" or the "Resulting Company"), a wholly owned
subsidiary of the Demerged Company, and their respective
shareholders ('Scheme') that provides for demerger of metal
products business undertaking to the Resulting Company was
accorded requisite approvals of the Securities and Exchange
Board of India (the "SEBI") and National Stock Exchange of
India Ltd and BSE Ltd (collectively the "Stock Exchanges")
and subsequent approval of the equity shareholders of the
Company in their meeting held on 10^th January, 2026, and is
subject to the final approval by the Hon'ble National Company
Law Tribunal, Kolkata Bench.

Upon the effectiveness of this Scheme, the Demerged
Undertaking, as defined in the Scheme, shall be transferred and
vested into the Resulting Company, on a going concern basis.
In consideration for the transfer and vesting of the Demerged
Undertaking of the Company to the Resulting Company, all
the equity shareholders (promoter and non-promoters) of the
Company, as on the Record Date, as defined in the Scheme,
shall receive equity shares of the Resulting Company in the
same proportion as their holding in the Company. There will
be no change in the economic interest of the shareholders
of the Company, before and after the Scheme. Further, once
the Scheme is effective, the Resulting Company will have a
replica/ mirror shareholding of the Demerged Company, and
upon the effectiveness of the Scheme and subject to receipt
of regulatory approvals, the equity shares of the Resulting
Company issued as consideration to the shareholders of the
Company in terms of the Scheme will be listed on the Stock
Exchanges.

OPERATIONS AND BUSINESS PERFORMANCE

The Company is engaged in manufacturing operations through
Overseas and Indian subsidiaries. The overseas subsidiaries
are based in Nigeria and Ghana. The Nigerian overseas
companies manufacture steel and aluminum roofing sheets,
packaging papers, ROPP and crown closures. The Indian
subsidiary company manufactures sponge iron.

In the Indian subsidiary, the demand for metal remained
sluggish as such there was tremendous pressure on price of
metal products. However, the market improved in the fourth
quarter and as a result there was both increase in demand and
price. Overall, there was a slight decrease in sales compared to
last year and the company closed the year on a positive note.
The challenges faced by the Company in Nigeria continue due
to depreciation of the Country's currency against the US dollar
and reduced purchasing power due to enhanced inflation.

The Company irrespective of the above challenges maintained
its competitive position in each business- market leading
position in the construction sheet and metal caps cum closures
market and in the packaging paper market in Nigeria.

Further details of sectoral review, operation and business
performance of the Company have been elaborated in the
'Management Discussion and Analysis Report', forming part of
this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

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

DETAILS RELATING TO MATERIAL VARIATIONS

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

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

There is no material change and/or commitment of the
Company during the period between the end of the financial
year 2025-26 and the date of this report that can affect the
financial position of the Company for the year under review.

ANNUAL RETURN

Pursuant to Section 92(3) and 134(3)(a) of the Act,
the draft Annual Return in Form MGT-7 for the year
ended March 31, 2026 has been uploaded at the
website of the Company, and the web link thereto is
https://www.manaksia.com/pdf/MGT-7 2025-26.pdf

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

CORPORATE GOVERNANCE REPORT

The Company follows the corporate governance guidelines
and best practices sincerely, and discloses timely and 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, a Report on Corporate Governance,
along with a certificate from the Statutory Auditors of the
Company confirming compliance with the conditions of the
Corporate Governance, forms part of this report and is marked
as Annexure-“A”.

NUMBER OF MEETINGS OF THE BOARD
OF DIRECTORS

Particulars relating to the number of meetings of the Board
of Directors of the Company held during the year have been
provided in the Corporate Governance Report forming part of
this Directors' Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, work performed by the internal auditors, statutory
auditors, secretarial auditors and the reviews performed by
management and the relevant Board Committees, including
the Audit Committee, the Board is of the opinion that the
Company's Internal Financial Controls were adequate and
effective during the Financial Year 2025-26.

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

a) In the preparation of the annual accounts for the year ended
March 31, 2026, the applicable accounting standards had
been followed along with proper explanation relating to
material departures, if any;

b) the Directors had selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent, so as to give a
true and fair view of the state of affairs of the Company as
at the end of the financial year 2025-26 and of the profit
and 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; and

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

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

Changes in the Board of Directors

The current office of Mr. Suresh Kumar Agrawal, as Managing
Director of the Company, expires on 22^nd November,
2026. The Board, in its meeting held on 29^th May, 2026 on
recommendation made by the Nomination and Remuneration
Committee, had re-appointed Mr. Suresh Kumar Agrawal
as Managing Director of the Company with effect from 23^rd
November, 2026 for a further period of three years upto
22^nd November, 2029. Re-appointment of Mr. Suresh Kumar
Agrawal as Managing Director of the Company is subject to
the approval of the Members of the Company in the ensuing
Annual General Meeting ("AGM"). Necessary resolution
seeking such approval will be embodied in the Notice calling
the ensuing AGM. There has been no change in the composition
of the Board during the year under review.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act
read with Article 87(1) of the Articles of Association of the
Company, Mr. Varun Agrawal (DIN: 00441271), Director of
the Company, is liable to retire by rotation at the ensuing AGM
and, being eligible, offers himself for re-appointment.

Key Managerial Personnel

During the year under review, Mr. Anatha Bandhaba
Chakrabartty resigned from the office of Company Secretary
and Compliance Officer of the Company with effect from
28^th May, 2025. The Board, based on the recommendation

made by the Nomination and Remuneration Committee, had
appointed Mr. Debdip Chowdhury as Company Secretary
and Compliance Officer of the Company with effect from 29^th
May, 2025. The Company had given necessary intimation in
this regard to the Stock Exchanges where the shares of the
Company are listed.

Independent Directors

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

In terms of Section 150 of the Act read with Rule 6(4) of the
Companies (Appointment and Qualification of Directors)
Rules, 2014, all Independent Directors of the Company have
registered themselves with the Independent Directors' Data
Bank maintained by the Indian Institute of Corporate Affairs
(IICA) and have qualified the proficiency test.

None of the Directors of the Company is disqualified and/or
debarred as per the applicable provisions of the Act and the
Rules and Regulations promulgated by SEBI.

COMPLIANCE WITH THE CODE OF CONDUCT

All Directors, Key Managerial Personnel and Senior
Management Personnel of the Company have confirmed
compliance with the Code of Conduct applicable to the
Directors and employees of the Company. The Managing
Director has given a certificate as required under Regulation
34(3) read with Part D of Schedule V of the Listing Regulations
regarding compliance with the Code of Conduct of the
Company for the financial year ended on 31^st March, 2026,
which forms part of this Report.

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

SECRETARIAL STANDARDS

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

Board of Directors, General Meetings and matters related
thereto. The Directors have devised proper systems to ensure
compliance with the provisions of all applicable Secretarial
Standards and that such systems are adequate and operating
effectively.

STATUTORY AUDITORS AND AUDITORS'
REPORT

S K AGRAWAL AND CO CHARTERED ACCOUNTANTS
LLP, (Firm Registration No. 306033E/E300272) had been
appointed as Statutory Auditors of the Company at the
38^th AGM of the Company held on 27^th September, 2022,
for a period of five consecutive years to hold office from the
conclusion of the 38^th AGM till the conclusion of the 43^rd AGM
of the Company on such remuneration as may be determined
by the Board of Directors based on the recommendation of
the Audit Committee and mutually agreed by the Statutory
Auditors, in addition to the reimbursement of out-of-pocket
expenses, as may be incurred by them for the purpose of audit.

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

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, read with Regulation 24A of the Listing
Regulations and as recommended by the Board, the Company
has appointed M/s. MKB & Associates (Firm Registration
No. P2010WB042700), Practising Company Secretaries,
Kolkata, as Secretarial Auditors with effect from 1^st April,
2025 to hold office for a continuous period of five years to
conduct Secretarial Audit of the Company. The appointment
of Secretarial Auditors was approved by the Shareholders in
the 41^st AGM of the Company held on 23^rd September, 2025.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report in Form MR-3, as given by the
Secretarial Auditors of the Company for the Financial Year
ended 31^st March, 2026, forming part of the Directors' Report,
is annexed and marked as "Annexure-B”.

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

The Company has appointed Bajaj Todi & Associates, Practicing
Company Secretaries, Kolkata, to carry out the necessary
audit in terms of Regulation 24A of the Listing Regulations.

The Annual Secretarial Compliance Report received from
Bajaj Todi & Associates was placed before the Board and had
been filed with the Stock Exchanges where the shares of the
Company are listed.

INTERNAL AUDITORS

The Board, on recommendation made by the Audit Committee,
appointed Agrawal Tondon & Co. (FRN: 329088E) Chartered
Accountants, Kolkata, as Internal Auditors of the Company
for the Financial Year 2025-26. Further, in its meeting held on
29^th May, 2026 the Board, on recommendation made by the
Audit Committee, has re-appointed M/s. Agrawal Tondon &
Co. as Internal Auditors of the Company for the financial year
2026-27.

MAINTENANCE OF COST RECORDS AND
COST AUDITORS

The provisions of Section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014, are
not applicable to your Company, and hence, there was no
requirement for appointing Cost Auditors for the financial
year 2025-26.

FRAUD REPORTING

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

CYBER SECURITY

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

The Risk Management Committee and the Board of Directors
are reviewing the cyber-security risks and mitigation measures
from time to time.

DISCLOSURE ON EMPLOYEE STOCK OPTION /
PURCHASE SCHEME

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

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS MADE UNDER SECTION 186 OF
THE ACT

The particulars of the loans given, investments made,
guarantees given or security provided and the purpose for
which the loan or guarantee or security is proposed to be
utilised as per the provisions of Section 186 of the Act are
provided in the notes to the Financial Statements (Refer note
no. 4,7,11, 40 and 41).

PARTICULARS OF CONTRACT OR
ARRANGEMENT WITH RELATED PARTIES

In compliance with the provisions of the Act and Listing
Regulations, the Related Party Transactions ('RPTs') are
placed before the Audit Committee for approval. The Audit

Committee had granted omnibus approval on a yearly basis
for the transactions that are foreseen and repetitive in nature.
In accordance with the requirement of Regulation 23 of the
Listing Regulations, the material RPTs entered into by the
Company during the Financial Year 2025-26 were approved
by shareholders through Postal Ballot. The transactions
pursuant to the omnibus approval so granted were reviewed
periodically and a detailed quarterly statement of all RPTs
was placed before the Audit Committee for its review. The
quarterly statement was supported by a certificate duly signed
by the Chief Financial Officer of the Company. The policy on
RPTs, as approved by the Board, is available on the Company's
website athttps://www.manaksia.com/Related Party Policy
Manaksia.pdf.

During the year under review, all RPTs were on Arm's Length
Price basis and in the Ordinary Course of Business. Particulars
of contracts or arrangements with related parties referred to in
Section 188(1) of the Act, in the prescribed Form AOC-2, form
part of this Director's Report and is marked as "Annexure-C”.

There was no other material RPT entered into by the Company
with Promoters, Directors, KMPs or other designated persons
during the Financial Year 2025-26.

In compliance with the requirements of Regulation 23 of the
Listing Regulations and the Act, shareholders' approval has
been taken through postal ballot for material related party
transactions to be entered into by the Company and/or its
subsidiaries during the Financial Year 2026-27.

There is no materially significant transaction entered into
by your Company with promoters that may have a potential
conflict with the interests of the Company at large.

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

The details of related party disclosures with respect to
loans/advances/ investments at the year-end and maximum
outstanding amount thereof during the year under review, 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.

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

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

The details required pursuant to the provisions of Section
134(3)(m) of the Act read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, relating to Conservation of Energy,
Technology Absorption and Foreign Exchange Earnings and

Outgo forms part of this Directors' Report and is marked as
“Annexure-D".

RISK MANAGEMENT SYSTEM

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

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

AUDIT COMMITTEE

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

There was no such instance wherein the Board has not
accepted the recommendation of the Audit Committee.

NOMINATION AND REMUNERATION
COMMITTEE

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

The Company, pursuant to provisions of Section 178 of the Act
and Regulation 19 read with Para A of Part D of Schedule II of
the Listing Regulations, upon recommendation of Nomination
and Remuneration Committee, has devised a Remuneration
Policy applicable to all Directors, Key Managerial Personnel
and Senior Management. The said policy has been uploaded on
the website of the Company and the weblink thereto ishttps://
www.manaksia.com/RemunerationPolicy/.

There was no such instance wherein the Board has not accepted
recommendations of the Nomination and Remuneration
Committee.

STAKEHOLDERS RELATIONSHIP COMMITTEE

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

CORPORATE SOCIAL RESPONSIBILITY
COMMITTEE

The Company has constituted a Corporate Social
Responsibility (CSR) Committee in accordance with Section
135 of the Act and Rules made thereunder. The composition
and detailed terms of reference of the CSR Committee are
provided in the Corporate Governance Report. The Company's
CSR activities are inter-alia, focused on animal welfare and
promotion of education.

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

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

There was no such instance wherein the Board has not
accepted the recommendation of the CSR Committee.

RISK MANAGEMENT COMMITTEE

As required by the provisions of Regulation 21 of the Listing
Regulations, the Company has constituted a Risk Management
Committee. The details of composition, terms of reference and
the number of meetings held by the Committee are provided
in the Corporate Governance Report.

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

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

Any employee may report the complaint to the Internal
Complaint Committee formed for this purpose. The Company
affirms that during the year under review, adequate access
was provided to any complainant who wished to register a
complaint.

Details of Complaints received and redressed during the
Financial Year 2025-26 is as under:

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

Pursuant to the provisions of the Act and Regulation 25 of
the Listing Regulations, the Board has carried out an annual

evaluation of its own performance, performance of the
Directors individually, as well as the evaluation of the working
of its Committees.

Pursuant to the provisions of the Act and Regulation 25 of
the Listing Regulations read with Guidance Note on Board
Evaluation of SEBI dated 5^th January, 2017, the Nomination
and Remuneration Committee has laid down the criteria for
performance evaluation, in a structured questionnaire form
after taking into consideration various aspects of the 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 Committees and of Directors individually, by way of
individual and collective feedback from Directors. Further,
pursuant to Para VII of Schedule IV of the Act and provisions
of the Listing Regulations, the Independent Directors of the
Company, without the participation of Non-Independent
Directors and members of management, convened a separate
meeting on 28^th May, 2025 to inter alia perform the following:

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

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

Ý Assess the quality, quantity and timeliness of the flow of
information between the company management and the
Board that is necessary for the Board to effectively and
reasonably perform its duties.

The criteria for evaluation are briefly provided below:

The review of the performance of Non-Independent Directors
was done after discussing with them on various parameters,
such as skill, competence, experience, degree of engagement,
ideas 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
and 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 Independent Directors has been done
by the entire Board of Directors, which includes performance
of the Directors and fulfillment of the independence criteria
and their independence from the management as specified in
the Listing Regulations.

The Board of Directors of the Company expressed its
satisfaction with the process of review and evaluation of the
performance of the Board, its Committees and of individual
directors during the year under review and also concluded

that no further action is required based on the current year's
observations.

FAMILIARIZATION PROGRAMME FOR
INDEPENDENT DIRECTORS

In terms of Regulation 25(7) of the Listing Regulations, your
Company is required to conduct a Familiarization Programme
for Independent Directors to familiarize them with your
Company, including the nature of the industry in which your
Company operates, the business model of your Company, roles,
rights and responsibilities of Independent Directors, and any
other relevant information. Further, pursuant to Regulation
46 of the Listing Regulations, your Company is required to
disseminateon itswebsite, details offamiliarizationprogramme
imparted to Independent Directors including the details of i)
number of programmes attended by Independent Directors
(during the year and on a cumulative basis till date), ii) number
of hours spent by Independent Directors in such programmes
(during the year and on a cumulative basis till date), and iii)
other relevant details. Familiarization programme undertaken
for Independent Directors is provided at the following weblink:
https://www.manaksia.com/pdf/Familarisation-Programme-
for-IDs.pdf

SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

No new entity has become, or existing entity has ceased to
be, a Subsidiary, Joint Venture, or Associate of the Company
during the year under review.

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 statement
of subsidiary companies in Form AOC-1 forms part of this
Annual Report and marked as "Annexure-F”. The details of the
performance of the Subsidiary Companies are as follows:

Indian Subsidiaries:

Mark Steels Limited

The Revenue from operations of the Company for Financial
Year 2025-26 stood at H14762.36 Lacs (Previous Year:
H15282.72 Lacs). During the year, the Company had a net
profit of H192.79 Lacs (Previous Year: H715.66 Lacs).

Manaksia Overseas Limited

During the year under review, the Company had a net loss of
H0.23 Lacs (Previous Year: net profit of H0.22 Lacs).

Manaksia Ferro Industries Limited

During the year under review, the Company had a net profit of
H84.98 Lacs (Previous Year: net profit of H1570.42 Lacs).

Foreign Subsidiaries:

MINL Limited

The revenue of the Company for the year ended 31^st
December, 2025 stood at Naira 685463.67 Lacs (equivalent

to H46789.33 Lacs). During the year ended 31^st December,
2025, the Company had a net profit of Naira 40476.06 Lacs
(equivalent to H2762.87 Lacs).

Jebba Paper Mills Limited

This Company is a subsidiary of MINL Limited. The Revenue of
the Company for the year ended 31^st December, 2025 stood at
Naira 142982.73 Lacs (equivalent to H9759.91 Lacs). During
the year ended 31^st December, 2025, the Company had a net
profit of Naira 31719.09 Lacs (equivalent to H2165.13 Lacs).

Dynatech Industries Ghana Limited

This Company is a subsidiary of MINL Limited. The Revenue of
the Company for the year ended 31^st December, 2025, stood
at CEDI Nil (equivalent to H Nil). During the year ended 31^st
December, 2025, the Company had a net loss of CEDI 23.26
Lacs (equivalent to H200.13 Lacs).

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

Material Subsidiary Companies

In accordance with Regulation 16(1)(c) of the Listing
Regulations (as amended), material subsidiary shall mean a
subsidiary whose turnover or net worth exceeds ten percent
of the consolidated turnover or net worth, respectively, of the
listed entity and its subsidiaries in the immediately preceding
accounting year. MINL Limited and Jebba Paper Mills Limited
are the foreign material subsidiaries, and Mark Steels Limited
is the unlisted Indian material subsidiary of the Company.
Further, in terms of Regulation 24A of the Listing Regulations,
a material unlisted subsidiary incorporated in India is required
to undertake a secretarial audit. In compliance with the
requirement of Regulation 24A of Listing Regulations, Bajaj
Todi & Associates, Practising Company Secretaries, Kolkata,
has been appointed as the Secretarial Auditor in Mark Steels
Limited for conducting Secretarial Audit for the Financial Year
ended 31^st March 2026. The Secretarial Audit Report does
not contain any qualification, reservation, adverse mark, or
disclaimer. A copy of the said Secretarial Audit Report forms
part of this Report and is marked as "Annexure- G".

Further, in terms of Regulation 24(1) of Listing Regulations,
at least one Independent Director on the Board of Directors
of the Company shall be a director on the Board of Directors
of an unlisted material subsidiary, whether incorporated in
India or abroad. For the purpose of Regulation 24(1) of the
Listing Regulations, material subsidiary means a subsidiary
whose turnover or net worth exceeds twenty percent of
the consolidated turnover or net worth, respectively, of the
Company and its subsidiary companies in the immediately
preceding accounting year. MINL Limited and Jebba Paper
Mills Limited are unlisted material subsidiaries of the Company
in terms of Regulation 24(1) of the Listing Regulations.
Mrs. Nidhi Baheti, Independent Director of the Company, is a
Director on the Board of MINL Limited and Jebba Paper Mills
Limited.

Your Company has formulated a Policy for determining
Material Subsidiaries in accordance with Listing Regulations,
and the said Policy for determining Material Subsidiaries is

available at the following weblink:https://www.manaksia.com/

POLICY-FOR-DETERMINING-MATERIAL-SUBSIDIARIES

Manaksia.pdf

DETAILS OF ANY DOWNSTREAM INVESTMENT
MADE BY THE COMPANY

The Company has not made any downstream investment
during the period under review.

DEPOSITS

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

DETAILS OF THE DIFFERENCE BETWEEN THE
AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE
VALUATION DONE WHILE TAKING A LOAN
FROM BANKS OR FINANCIAL INSTITUTIONS,
ALONG WITH THE REASONS THEREOF
There was no one-time settlement made with the Banks or
Financial Institutions during the Financial Year 2025-26 and
accordingly, no question arises for any difference between
the amount of the valuation done at the time of one-time
settlement and the valuation done while taking a loan from
Banks or Financial Institutions during the year under review.

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

The Company has in place adequate internal financial controls
with reference to Financial Statements. Your Directors have
laid down internal financial controls to be followed by the
Company, and such internal financial controls are adequate
and are operating effectively.

The Board, to ensure that the internal financial controls
of the Company are commensurate with its size, scale and
complexities of its operations, based on the recommendation
of the Audit Committee in its meeting held on 28^th May, 2025
appointed Agrawal Tondon & Co., Chartered Accountants,
as Internal Auditors of the Company for the financial year
2025-26.

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

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

2. Systems and procedures exist to ensure that all
transactions are recorded as necessary to permit the
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.

3. 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 the terms
of employment or except as specifically permitted.

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

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

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In compliance with the provisions of Section 177(9) of
the Act and Regulation 22 of the Listing Regulations, the
Company has framed a Whistle Blower Policy to establish
a vigil mechanism for Directors and employees to report
genuine concerns about actual or suspected unethical
behavior, malpractice, wrongful conduct, discrimination,
sexual harassment, fraud, violation of the Company's policies
including Code of Conduct without fear of reprisal/retaliation.
The Whistle Blower Policy provides for sufficient measures to
safeguard Whistle Blowers against any possible victimization.
The Whistle Blower Policy/Vigil Mechanism has also been
uploaded at the Company's website, and the weblink is:
https://www.manaksia.com/WhistleBlowerPolicv/

DETAILS OF THE APPLICATION MADE OR
ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016
DURING THE YEAR ALONGWITH THEIR STATUS
AT THE END OF THE FINANCIAL YEAR
No application has been made or proceedings are pending
against the Company as a corporate debtor under the
Insolvency and Bankruptcy Code, 2016 during the year.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

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

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.

COMPLIANCE WITH MATERNITY BENEFIT

The Company continues to prioritise the welfare and
supportive measures for women employees, ensuring full
compliance with the Maternity Benefit Act, 1961.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the provisions of the Act and the Listing
Regulations, the Consolidated Financial Statements of the
Company and its subsidiaries are attached. The Consolidated
Financial Statements have been prepared in accordance with
the applicable accounting standards issued by the Ministry
of Corporate Affairs and show the financial resources, assets,
liabilities, income, profits and other details of the Company
and its subsidiaries.

GENERAL

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

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

2. Issue of Sweat Equity Shares;

3. No significant or material orders were passed by the
Regulators, Courts, or Tribunal that impact the going
concern status of the Company's and its operations in the
future;

ACKNOWLEDGEMENT

Your Company continues its continuous focus on strengthening
competition in all its businesses. Your Company endeavours to
deploy resources in a balanced manner 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, Central
and State Governments, various Government and Local
Authorities, other stakeholders and the media.

Your Directors also wish to place on record their deep sense
of appreciation to all the employees at all levels for their
commendable 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
Suresh Kumar Agrawal Vineet Agrawal

Place: Kolkata (Managing Director) (Director)

Date: 29^th May, 2026 DIN: 00520769 DIN: 00441223