The Board of Directors ("the Board”) of Manaksia Steels Limited ("the Company”) has the pleasure of presenting the
25^th (Twenty Fifth) Annual Report on the business and operations of the Company together with the Audited Financial
Statements 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:

(H in Lakhs)

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 THE
BUSINESS, IF ANY

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

DIVIDEND

In view of the planned business growth, your Directors
deem it proper to preserve the resources of the Company
for its future and therefore do not propose any dividend
for the Financial Year ended 31^st March, 2026.

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

TRANSFER TO RESERVES

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

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as
on 31^st March, 2026 stood at H655.34 Lacs. During the
year under review, the Company has not issued any
further shares.

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

There was also no reclassification, sub-division,
reduction of share capital, buyback 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 Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, as amended (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.

OPERATIONS AND BUSINESS
PERFORMANCE

The performance of the Company during the financial
year 2025-26 was satisfactory, considering the overall
growth trends in the industry. The Company reported
standalone revenue of H1,053.19 crores during the
financial year 2025-26 as against H584.18 crores in the
financial year 2024-25, registering a growth of 80.29%
over the previous year.

The substantial growth in revenue was mainly
attributable to the new Alu-Zinc production line
attaining optimal capacity utilization during the
year, unlike the previous financial year when the
installed capacity remained underutilized. In addition,
technological advancements and process improvements
in the existing production facilities led to a substantial
increase in production efficiency, resulting in more
than a two-fold growth in production and sales volumes
compared to the previous year. Further, improved
market price realizations during the financial year
2025-26 also contributed positively to the Company's
revenue growth.

The major contribution to revenue came from colour-
coated steel sheets and coils, which accounted for
approximately 42.41% of the total income. This was
followed by galvanized steel sheets and coils, galvalume
steel sheets and coils, and hot-rolled steel sheets
and coils.

The Company maintained a strong focus on cost
optimization and expense control across all levels
of operations, which contributed positively to its
profitability. As a result, EBITDA increased to H76.56
crores in financial year 2025-26 from H25.69 crores in
financial year 2024-25.

The Earnings Per Share (EPS) of the Company stood
at H5.82 for financial year 2025-26, representing an
increase of H4.03 compared to the previous financial
year, reflecting the improved financial performance of
the Company.

The details of operation and business performance of
the Company during the period under discussion 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 to Schedule V of the Listing
Regulations forms part of this Annual Report.

DETAILS RELATING TO MATERIAL
VARIATIONS

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

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

There is no material change and/or commitment of
the Company during the period between the end of the
financial year 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 Companies
Act, 2013 ("the Act”), draft Annual Return in Form MGT-7
for the year ended 31^st March, 2026 has been uploaded
at the website of the Company and the weblink
thereto is https://manaksiasteels.com/wp-content/
uploads/2026/08/MSL-Form-MGT-7 FY2025-26
AC5121015 draft-pdf.pdf.

The final Annual Return shall be uploaded at 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 to Schedule
V of the Listing Regulations, a Report on Corporate
Governance along with a certificate from the Statutory
Auditors of the Company confirming compliance with
the conditions of the Corporate Governance, is forming
part of this report and is marked as "Annexure-A”.

MEETINGS OF THE BOARD OF DIRECTORS

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

DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls
(IFC) and compliance systems established and
maintained by the Company, work performed by the
Internal Auditors, Statutory Auditors, Cost Auditors,
Secretarial Auditors and the reviews performed by
management and the relevant Board Committees,
including the Audit Committee, the Board is of the
opinion that the Company's IFC were adequate and
effective during the Financial Year 2025-26.

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

a) in the preparation of the annual accounts for
the year ended 31^st March, 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 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 Directors and Key Managerial
Personnel

During the year under review, the Shareholders at their
24^th Annual General Meeting of the Company held on
23^rd September, 2025 approved the re-appointment of
Mrs. Nidhi Baheti (DIN: 08490552) as an Independent
Director of the Company to hold office for second term
of five consecutive years with effect from 16^th June, 2026.

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

Retirement by Rotation

In accordance with the provision of Section 152 of the
Act read with Article 87(1) of the Articles of Association
of the Company, Mr. Varun Agrawal (DIN: 00441271),
Director of the Company, is liable to retire by rotation
at the ensuing 25^th Annual General Meeting and being
eligible, offers himself for re-appointment.

Key Managerial Personnel

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

Independent Directors

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

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 the
Securities and Exchange Board of India (the "SEBI”).

COMPLIANCE WITH THE CODE
OF CONDUCT

All Directors, Key Managerial Personnel and Senior
Management Personnel of the Company have confirmed
compliance with the Code of Conduct applicable to
the Directors and employees of the Company. The
Managing Director has given 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 year ended 31^st
March, 2026, which forms part of this Report.

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

SECRETARIAL STANDARDS

The Institute of Company Secretaries of India has issued
Secretarial Standard -1 (SS-1) on 'Meeting of the Board of
Directors' and Secretarial Standard - 2 (SS-2) on 'General
Meetings' 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, Company must observe the Secretarial
Standards with respect to Board, its Committee
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, its
Committees and General Meetings and matters related
thereto. The Directors have devised proper systems to
ensure compliance with the provisions of all applicable
Secretarial Standards and that, such systems are
adequate and operating effectively.

STATUTORY AUDITORS AND AUDITORS'
REPORT

M/s. S K Agrawal and Co., Chartered Accountants LLP,
Chartered Accountants, (Firm Registration No. 306033E/
E300272) had been appointed as Statutory Auditors of
the Company at the 23^rd Annual General Meeting of the
Company held on 18^th September, 2024, for a period of
five consecutive years to hold office from the conclusion
of the 23^rd Annual General Meeting till the conclusion
of the 28^th Annual General Meeting 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 had appointed M/s. MKB
& Associates, Practising Company Secretaries, Kolkata
(Firm Registration No.: P2010WB042700) 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 at the 24^th

Annual General Meeting 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 and 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, except with respect to a fine imposed by both
the Stock Exchanges relating to re-appointment of an
Independent Director within a specified time period,
which has been paid during the period under review. In
the view of the management as well as informed to the
exchanges, while the said event could not have been a
technical non-compliance, however, given the views of
the exchanges, the Company has paid the fine.

The Company has appointed M/s. 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 has been filed with the Stock Exchanges
where the shares of the Company are listed.

COST AUDITORS AND MAINTENANCE OF
COST RECORDS

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

Pursuant to the requirement of Section 148 of the Act, Cost
Audit is applicable to your Company for manufacturing
items covered under Rule 3 of the Companies (Cost
Records and Audit) Rules, 2014. The Board of Directors
of the Company on the recommendation of the Audit
Committee has appointed M/s. B. Mukhopadhyay &
Co., Cost Accountants, Kolkata as Cost Auditors of the
Company for the financial year 2025-26. As required
under the Act, the remuneration payable to the Cost
Auditors for the financial year 2025-26 was ratified by
the Shareholders at the Annual General Meeting held on
23^rd September, 2025.

The Board, pursuant to the provisions of Section 148
of the Act, read with the Companies (Cost Records
and Audit) Rules, 2014 has re-appointed M/s. B.
Mukhopadhyay & Co., Cost Accountants, Kolkata as
the Cost Auditors of the Company for the financial
year 2026-27 and accordingly, a resolution for seeking

Members' ratification for the remuneration payable to
the Cost Auditors for the financial year 2026-27, would
be placed before the forthcoming 25^th Annual General
Meeting of the Company for their approval. The Cost
Auditors are expected to file the Cost Audit report with
the Central Government within the specified period.

INTERNAL AUDITORS

The Board, on recommendation made by the Audit
Committee, appointed M/s. KASG & Co., (Firm
Registration No. 002228C) Chartered Accountants,
Kolkata as Internal Auditors of the Company for the
financial year 2025-26. Further, in its meeting held on
22^nd May, 2026, the Board on recommendation made
by the Audit Committee has appointed M/s. JMNR &
Associates (FRN:E300297), Chartered Accountants,
Kolkata as Internal Auditors of the Company for the
financial year 2026-27.

FRAUD REPORTING

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

CYBER SECURITY

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

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

DISCLOSURE ON EMPLOYEE STOCK
OPTION/ PURCHASE SCHEME

During the year under review, your Company has not
provided any Employee Stock Option/Purchase Scheme.

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

The particulars of loans granted, investments made,
guarantees given and securities provided, along with the
purpose for which such loans, investments, guarantees
or securities are proposed to be utilized, in accordance
with the provisions of Section 186 of the Companies
Act, 2013 are disclosed in the Notes to the Financial
Statements (Refer Note Nos. 4 and 8).

PARTICULARS OF CONTRACT OR
ARRANGEMENTS WITH RELATED PARTIES
UNDER SECTION 188 OF THE ACT

In compliance with the provisions of the Act and the
Listing Regulations, all Related Party Transactions (RPTs)
were placed before the Audit Committee for approval.
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 at http://www.manaksiasteels.com
and the weblink thereto https://manaksiasteels.com/
Policv-on-Related-Partv-Transactions.pdf.

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

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

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

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

The details of related party disclosures with respect
to loans/advances/investments at the year-end and
maximum outstanding amount thereof during the year
under review, as required under Para A of Schedule V of
the Listing Regulations, have been provided in the notes
to the Financial Statements of the Company. (Refer note
no. 34).

The details of transactions, if any, entered into by the
Company with any person or entity belonging to the
promoter or promoter group holding 10% or more of the
shareholding of the Company 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-C”.

RISK MANAGEMENT SYSTEM

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

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

AUDIT COMMITTEE

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

There were no such instances wherein the Board 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
a duly constituted Nomination and Remuneration
Committee. The details of composition, terms of
reference and number of meetings held of the
Committee are provided in the Corporate
Governance Report.

The Company, pursuant to provisions of Section
178 of the Act and Regulation 19 read with Para A of
Part D of Schedule II of the Listing Regulations, upon
recommendation of the Nomination and Remuneration
Committee has devised a Remuneration Policy
applicable to all Senior Executives of the Company
i.e. Directors, Key Managerial Personnel and Senior
Management. The said policy has been uploaded at

the website of the Company and the weblink is https://
www.manaksiasteels.com/RemunerationPolicy.pdf.

There were no such instances in which the Board has
not accepted the recommendation of the Nomination
and Remuneration Committee.

STAKEHOLDERS RELATIONSHIP
COMMITTEE

As required by the provisions of Section 178(5)
of the Act read with Regulation 20 of the Listing
Regulations, the Company has in place the Stakeholders
Relationship Committee. The details of composition,
terms of reference and the number of meetings held
of 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 CSR activities are inter-alia, focused on
activities relating to environmental sustainability and
maintaining the quality of air, promoting education
and health care including preventive health care and
animal welfare.

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

The Company has formulated a CSR Policy indicating
the activities to be undertaken by the Company. The
Policy has also been uploaded at the website of the
Company and the weblink thereto is: https://www.
manaksiasteels.com/upload/media/corporate-policies/
Corporate-Social-Responsibilitv-Policv.pdf

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

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

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

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

O Review the performance of the Chairperson of
the Company, taking into account the views of
Executive Directors and Non-executive Directors;

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

O 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 knowledge and related industry expertise,
roles and responsibilities of Board members, appropriate
utilization of talents and skills of Board Members, etc.
The evaluation of Independent Directors has been
done by the entire Board of Directors which includes
performance of the Directors and fulfillment of the
independence criteria and their independence from the
Management as specified in the Listing Regulations.

The Board of Directors of the Company expressed their
satisfaction with the process of review and evaluation
of the 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
industry in which the Company operates, the business
model of the Company, roles, rights and responsibilities
of Independent Directors and any other relevant
information. Further, pursuant to Regulation 46 of
the Listing Regulations, the Company is required to
disseminate on its website, details of the Familiarization
Programme 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://manaksiasteels.com/wp-content/
uploads/2026/03/Familiarization-Programme-
data 2026.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 Statements of subsidiary companies/associate
companies/joint ventures in Form AOC-1 forms part of
this Annual Report.

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

FOREIGN SUBSIDIARIES:

Federated Steel Mills Limited

The Revenue of the Company during the year ended 31^st
March, 2026 stood at Naira 129955.34 Lacs (equivalent to
H7791.12 Lacs). During FY 2025-26, the Company had a
net profit of Naira 2862.63 Lacs (equivalent to a net profit
of H174.69 Lacs).

Far East Steel Industries Limited

There was no Revenue of the Company during the year

ended 31^st March, 2026.

Sumo Agrochem Limited

There was no Revenue of the Company during the
year ended 31^st March, 2026. During Financial Year
2025-26 the Company had a net loss of Naira 0.60 Lacs
(equivalent to a net loss of H0.04 Lacs).

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

MATERIAL SUBSIDIARY COMPANIES

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

DETAILS OF ANY DOWNSTREAM
INVESTMENT MADE BY THE COMPANY

The Company has not made any downstream
investment during the year 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 the Companies
(Acceptance of Deposits) Rules, 2014.

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

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

The Board, to ensure that the internal financial controls
of the Company is commensurate with its size, scale
and complexities of its operations, based on the
recommendation of the Audit Committee at its meeting
held on 28^th May, 2025 had appointed M/s. KASG & Co.,
(FRN:002228C), 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:

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

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

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

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

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

WHISTLE BLOWER POLICY/ VIGIL
MECHANISM

In compliance with the provisions of Section 177(9) of
the Act and Regulation 22 of the Listing Regulations,
the Company has framed a Whistle Blower Policy to
establish a vigil mechanism for Directors and employees
to report genuine concerns about actual or suspected
unethical behavior, malpractice, wrongful conduct,
discrimination, sexual harassment, fraud, violation of
the Company's policies including Code of Conduct
without fear of reprisal/retaliation. The Whistle Blower
Policy provides for sufficient measures 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.manaksiasteels.com/upload/media/
corporate-policies/Whistle-Blower-Policy.pdf

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

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

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

There was no one-time settlement made with the
Banks or Financial Institutions during the financial year
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 loan from Banks or Financial Institutions
during the year under review.

PARTICULARS OF EMPLOYEES AND
RELATED DISCLOSURES

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

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

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 as issued by the Ministry of
Corporate Affairs and sets out the financial resources,
assets, liabilities, income, profits and other details of the
Company and its Subsidiaries.

GENERAL

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

a) issue of equity shares with differential voting rights
as to dividend, voting or otherwise;

b) issue of Sweat Equity Shares; and

c) no significant or material orders were passed by
the Regulators or Courts or Tribunals that impact
the going concern status of the Company's and its
operations in the future;

ACKNOWLEDGEMENT

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

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

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

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

For and on behalf of the Board of Directors

Varun Agrawal Mrinal Kanti Pal

Place: Kolkata Managing Director Director

Date : 22^nd May, 2026 DIN: 00441271 DIN: 00867865