Your Directors have the pleasure in presenting the 40^thAnnual Report on the business and operations of the Company along with the Financial
Statement for the financial year ended 31 March 2025.

FINANCIAL HIGHLIGHTS

The standalone and consolidated financial performance of the Company for the financial year ended 31 March 2025 is summarised below:

STATE OF COMPANY'S AFFAIRS AND OPERATIONS

The Ferro Alloys sector during the financial year 2024-2025
continued to face steep increase in power cost and volatility in cost
of raw material primarily resulting from ongoing energy crisis
caused by Russia-Ukraine conflict. Amidst a volatile global
economic environment and the ongoing geo-political challenges,
your company remained steadfast during such challenging
environment.

Your Company during the financial year 2024-2025, diversified into
Real Estate Sector which has been witnessing a strong turn-around
post pandemic. Given the pace of urbanisation, the management
remains optimistic about the long-term prospects in real estate
sector.

Financial year 2024-2025 has witnessed another year of sound
financial performance ofthe Company as the Total Income earned
by the Company rose to ^2546.27 crore from ^2079.94 crore during
the financial year 2023-2024, registering a growth of about 22.42%,
whereas the Consolidated Total Income increased to ^2526.45
crore as compared to ^2086.16 crore in the financial year 2023¬
2024, registering a growth of about 21.11%.

Other Income of ^726.62 crore includes the fair value gain and
realised gain (net) on Current/Non-Current Investments (measured
at fair value through profit or loss) of ^647.80 crore for the financial
year ended 31 March 2025 against ^272.12 crore for the financial
year ended 31 March 2024.

Further, the Profit Before Tax stood at ^858.47 crore and Profit After
Tax stood at ^640.23 crore for the financial year 2024-2025 as
compared to ^449.07 crore and ^351.03 crore, respectively for the
financial year 2023-2024, resulting in a growth of about 91.17% and
82.39%, respectively.

The Wind Mill division of the Company has achieved sales of ^1.18
crore during the financial year 2024-2025. However, during the
financial year 2024-2025 the Company has entered into an
Agreement to sale its wind mill division (comprising of one unit of
1.25 MW Wind Turbine Generator) at Village: Ghatnandre in Sangli
District ofthe State of Maharashtra, India on slump sale basis.

Further, Company has commenced business activity in real estate
sector during the financial year 2024-2025 after suitably altering its
main object clause of Memorandum of Association and acquired
pieces of land/plots in and around Delhi.

CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY

Members by passing a resolution through Postal Ballot, in
accordance with the provisions of Section 110 of the Companies
Act, 2013 read with Rules framed thereunder accorded its approval
for alteration of the Main Object clause of the Memorandum of
Association of the Company, to undertake business activities of Real
Estate, Health, Hospitality and Educational sectors. Subsequently
on 17 January 2025, Ministry of Corporate Affairs, Government of
India accorded its approval for the alteration of Main Object clause
of the Memorandum of Association of the Company. Accordingly,
Company has commenced business activity of Real Estate sector
during the financial year 2024-2025.

Consequently, there was change in the nature of business of the
Company during the financial year 2024-2025.

OUTLOOK

The information on the Business Overview and Outlook of the
Company is discussed in the Management Discussion and Analysis
on Page No. 24 this Annual Report.

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

None

SCHEME OF MERGER BY ABSORPTION

The Board of Directors of the Company (hereinafter referred as "the
Board") at its meeting held on 28 May 2025 have approved the
Scheme of Merger by absorption (hereinafter referred as "the
Scheme") between Impex Metal & Ferro Alloys Limited ("IMPEX" or
"Transferor Company") and Maithan Alloys Limited ("MAL" or
"Transferee Company" or "Company") and their respective
shareholders and creditors under Sections 230 to 232 read with
other applicable provisions of the Companies Act, 2013, subject to
requisite statutory/regulatory approvals as may be required. IMPEX
is the wholly-owned subsidiary of the Company. Both Companies
are primarily engaged in the business of manufacturing and trading
of Ferro Alloys i.e. Ferro Manganese, Silicon Manganese and Ferro
Silicon. However, due to steep increase in power cost, Impex has
fully suspended its manufacturingoperationssince April 2023.

Pursuant to the Merger, there will be no change in Promoter's
holding in the Company. The Promoters would continue to hold the
same percentage of shares in the Company, pre and post the
Mergerof Impex with MAL.

The Company is in process of obtaining necessary sanction of the
Scheme from Hon'ble National Company Law Tribunal, Kolkata
Bench (Hon'ble NCLT).

SHARE CAPITAL

During the financial year under review, the authorised share capital
and paid-up share capital of the Company stood at ^167.69 crore,
comprising of 16,76,45,000 equity shares of ^10/- each and 45,000
redeemable cumulative preference shares of ^10/- each and ^29.11
crore comprising of 2,91,11,550 equity shares of ^10/- each,
respectively.

As on 31 March 2025, the Company has not granted any employees
stock option. The Company has neither issued any shares with
differential voting rights nor sweat equity shares during the
financial year 2024-2025. As at 31 March 2025, none of the
Directors hold any convertible instrument of the Company.

DIVIDEND

The Board, at its meeting held on 11 February 2025, declared an
interim dividend of ^3/- per equity share of ^10/- each (i.e. @30%)
for the financial year 2024-2025. Accordingly, the said interim
dividend was paid on 25 February 2025 to the persons who were
members of the Company as on 19 February 2025, resulting in a
total outflow of ^8.73 crore.

Subsequently, the Board, at its meeting held on 28 May 2025,
declared another interim dividend (being second interim dividend)
of ^7/- per equity share of ^10/- each (i.e.@70%) for the financial
year 2024-2025 involving an outflow to ^20.38 crore and has fixed 6
June 2025 as the record date for the purpose. Accordingly, persons
who will be members of the Company as on 6 June 2025 shall be
eligible to receive the said second interim dividend.

Both interim dividends as declared by the Board is subject to
approval of the Members at the ensuing Annual General Meeting.

Further, based on the Company's performance, the Board has
recommended for approval of the Members, a final dividend of ^6/-
per equity share of ^10/- each (i.e.@60%) for the financial year
2024-2025, to be paid on total equity shares of the Company. The
dividend on the equity shares, if approved by the Members, will
involve an outflow of ^17.47 crore towards payment of final
dividend.

As per the Income Tax Act, 1961 (as amended), the dividend, if
declared by the Members at ensuing Annual General Meeting, will
be taxable in the hands of the shareholders and the Company will be
required to deduct tax at source ('TDS') in respect of approved
payment of dividend to its shareholders at such applicable rate as
prescribed under the IncomeTaxAct, 1961.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, ('Listing Regulations'), the Board of the Company
has formulated and adopted the Dividend Distribution Policy.

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

AMOUNT TRANSFERRED TO RESERVES

The Board has decided to retain the entire amount of profit for the
financial year 2024-2025 in the Statement of Profit and Loss.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Non-Executive Directors & Independent Directors

The Members at an Extra-Ordinary General Meeting held on 30
April 2024 approved the appointment of Mr. Naresh Kumar Jain
(DIN: 00221519) and Mrs. Sonal Choubey (DIN: 10475331), as an
Independent Director of the Company w.e.f. 10 February, 2024.

Appointment of Mrs. Sonal Choubey also meets the criteria of
Section 149 of the Companies Act, 2013 and Regulation 17 of the
Listing Regulations with respect to Independent Woman Director.

During the financial year under review, the Board at its meeting held
on 14 August 2024, on the recommendation of the Nomination and
Remuneration Committee, appointed Mr. Aayush Khetawat (DIN:
06968448) as an Additional Director of the Company. He was also
appointed as an Independent Director of the Company for a term of
three(3) consecutive years w.e.f. 14 August 2024, in terms of Section
149, 161 and other applicable provisions of the Companies Act,
2013. Subsequently, the Members at its 39^th Annual General
Meeting held on 28 September 2024 approved the said
appointment of Mr. Aayush Khetawat, as an Independent Director
oftheCompany.

Further, Mr. Nand Kishore Agarwal (DIN: 00378444), ceased to be
an Independent Director consequent upon tendering his
resignation w.e.f. 21 September 2024 due to conclusion of his
tenure as an Independent Director. Upon his cessation as a Director
of the Company, he also ceased to be the Chairman of Audit
Committee, Nomination and Remuneration Committee and
Stakeholders Relationship Committee.

The Board placed on record its appreciation for the valuable
contribution and strategic guidance provided by Mr. Nand Kishore
Agarwal, during his tenure as a Director and Chairman of Audit
Committee, Nomination and Remuneration Committee and
Stakeholders Relationship Committee.

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

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

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

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

During the financial year under review, the non-executive directors
of the Company had no pecuniary relationship or transactions with
the Company, other than receiving of siffing fees and
reimbursement of expenses, if any.

Executive Directors and Key Managerial Personnel

Mr. Subhas Chandra Agarwalla (DIN: 00088384) and Mr. Subodh
Agarwalla (DIN: 00339855) continue to hold their office as the
'Chairman and Managing Director' and 'Whole-time Director and
Chief Executive Officer (CEO)' of the Company respectively, during
the financial year 2024-2025.

Mr. Subodh Agarwalla (DIN: 00339855) was re-appointed as the
'Whole-time Director and Chief Executive Officer (CEO)' of the
Company for a period of five (5) years with effect from 1 April 2024.
Subsequently, the Members at the Extra-Ordinary General Meeting
held on 30 April 2024 approved the said re-appointment of Mr.
Subodh Agarwalla as the 'Whole-time Director and Chief Executive
Officer (CEO)' of the Company.

Further, Mr. Subhas Chandra Agarwalla (DIN: 00088384) was re¬
appointed as the 'Chairman and Managing Director' of the
Company for a period of three (3) years with effect from 1 April 2022
by the Members of the Company at the Extra-Ordinary General
Meeting held on 28 March 2022. Accordingly, his tenure concluded
on 31 March 2025. However, the Board at their meeting held on 11
November 2024, on the recommendation of the Nomination and
Remuneration Committee as well as Audit Committee of the
Company, re-appointed Mr. Subhas Chandra Agarwalla as the
'Chairman and Managing Director' of the Company for a further
period of three (3) years with effect from 1 April 2025.
Subsequently, the Members by passing a resolution through postal
ballot in terms of Section 110 of the Companies Act, 2013 (the
"Act") on 28 December 2024 approved the said re-appointment of
Mr. Subhas Chandra Agarwalla as the 'Chairman and Managing
Director' of the Company.

Mr. Sudhanshu Agarwalla and Mr. Rajesh K. Shah, continue to hold
office as the 'President and Chief Financial Officer' and 'Company
Secretary' of the Company respectively, in terms of Section 203 of
the Companies Act, 2013 during the financial year 2024-2025.

None of the Key Managerial Personnel have resigned during the
financial year 2024-2025.

Retirement by rotation

In accordance with the provisions of Section 152 of the Companies
Act, 2013 and Articles of Association of the Company, Mr. Subhas
Chandra Agarwalla (DIN: 00088384), retires by rotation at the
ensuing Annual General Meeting and being eligible, offers himself
for re-appointment.

The Board recommends for the re-appointment of Mr. Subhas
Chandra Agarwalla at the ensuing Annual General Meeting. The
brief details of the Director to be re-appointed is given in the Notice
convening the ensuing Annual General Meeting.

EVALUATION

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

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

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2024-2025, six (6) meetings of the Board
were duly convened, held and concluded. The details of the Board
Meetings have been furnished in the Report on Corporate
Governance forming part of this Directors' Report. The intervening
gap between the two consecutive meetings was within the period
prescribed under the Companies Act, 2013 and Listing Regulations.

COMMITTEES OF THE BOARD

The details of the following committees of the Board along with
their composition and meetings held during the financial year 2024¬
2025 are given in the Report on Corporate Governance forming part
of this Directors' Report.

1. Audit Committee

2. Nomination and Remuneration Committee

3. StakeholdersRelationshipCommittee

4. RiskManagementCommittee

5. CorporateSocial Responsibility Committee

6. Amalgamation Equity Share Allotment Committee (dissolved on
14 August 2024)

REMUNERATION POLICY

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

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

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

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

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

The above policy has also been posted on the website of the
Company at'www.maithanalloys.com'.

VIGIL MECHANISM

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

The Audit Committee has been empowered to review the
functioning of the Vigil Mechanism. A copy of the Vigil Mechanism
Policy is available on the Company's website at 'www.maithana
lloys.com'.

RISK MANAGEMENT

Business risks exist for every enterprise having national and
international exposure. The Company has a Risk Management
Policy to control and minimise the risk factors of the Company and
the said Policy is being implemented and monitored by the Risk
Management Committee. A brief detail on the Risk Management
and the key business risks identified by the Company and its
mitigation plans are provided as a part of Management Discussion
and Analysis forming part of this Annual Report and annexed at such
Page No. 35thisAnnual Report.

CORPORATE SOCIAL RESPONSIBILITY

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

During the financial year 2024-2025, the Company has spent more
than 2% of the average net profits of the three immediately
preceding financial years on various CSR activities. The expenditure
has been carried out mainly in the areas of animal welfare, food,
health care (including preventive health care), education,
environment sustainability, sports, etc. as specified underSchedule
VII of the Companies Act, 2013 and CSR Policy of the Company.

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

The Annual Report on CSR activities during the financial year 2024¬
2025, in prescribed form, including the brief contents/salient
features of the CSR Policy of the Company, as approved by the CSR
Committee is annexed herewith as Annexure-'A'.

DEPOSITS

The Company did not accept any deposit from the public within the
meaning of Section 73 of the Companies Act, 2013, read with the
Companies (Acceptance of Deposits) Rules, 2014 during the
financial year 2024-2025 and as such, no amount of principal or
interest on deposit remained unpaid or unclaimed or was
outstanding as on the Balance Sheet date.

CREDIT RATING

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

Further, CRISIL has re-affirmed the Company's credit rating to
'CRISIL AA/Stable' (i.e. CRISIL Double A; Outlook: Stable) for long¬
term bank facilities and 'CRISIL A1 '(i.e. CRISIL A One Plus) rating for
short-term bank facilities, vide their letter dated 28 June 2024 and
stated that the said ratings will remain valid upto 31 March 2025.

Such ratings reflect the Company's continuing robust operating
efficiency and indicates that the Company has strong capacity for
timely payment of debt obligations and carries lowcredit risk.

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

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

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

FINANCIAL REVIEW

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

CASH FLOW STATEMENT

In terms of Regulation 34 of the Listing Regulations and other
applicable provisions, the Annual Financial Statement contains the
Cash Flow Statement for the financial year 2024-2025, forming part
of this Annual Report.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company, as on 1 April 2024, had six (6) subsidiaries namely,
AXL-Exploration Private Limited, Anjaney Minerals Limited,
Salanpur Sinters Private Limited, Maithan Ferrous Private Limited,
Impex Metal & Ferro Alloys Limited and Ramagiri Renewable Energy
Limited.

During the financial year under review the Company had
incorporated a wholly owned subsidiary namely Dadhichi Rail &
Defence Operations Limited, on 20 July 2024 with the objects to
manufacture specialized parts for railway, tramway, locomotives or
of rolling stock and to manufacture and deal in goods and products
used in defence sector.

Further, the Company had entered into a Share Purchase
Agreement (SPA) for the acquisition of 100% of the share capital of
Eloise Builders & Constructions Private Limited (ELOISE). On
completion of the condition precedent to SPA, ELOISE has become
wholly owned subsidiary of the Company w.e.f. 25 February 2025.
The acquisition was carried out for a purchase consideration of
^73.00 crore.

Further Maithan Ferrous Private Limited, a subsidiary has during
the financial year 2024-2025, commenced the commercial
production at its Ferro Alloy Plant located at Barjora in Bankura
District of West Bengal.

There has been no material change in the nature of the business of
the subsidiaries during the financial year 2024-2025 except for
three(3) subsidiaries namely, l)Anjaney Minerals Limited, 2)
SalanpurSintersPrivateLimitedand 3) Dadhichi Rail & Defence
Operations Limited, who have altered their Main Object clause to
undertake real estate business activities in addition to their respec¬
tive existing business activities.

Accordingly, as on 31 March 2025, the Company had eight (8)
subsidiaries namely, AXL-Exploration Private Limited, Anjaney
Minerals Limited, Salanpur Sinters Private Limited, Maithan Ferrous
Private Limited, Impex Metal & Ferro Alloys Limited, Ramagiri
Renewable Energy Limited, Dadhichi Rail & Defence Operations
Limited and Eloise Builders & Constructions Private Limited.

None of the Companies have ceased to be the Company's
Subsidiary during the financial year 2024-2025.

Further, the Company had no Joint Venture(s) or Associate
Company(ies) within the meaning of Section 2(6) of the Companies
Act, 2013 during the financial year 2024-2025.

None of the Companies have become or ceased to be the
Company's Joint Venture or Associate Company during the financial
year 2024-2025.

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

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

HIGHLIGHTS OF PERFORMANCE OF EACH OF THE SUBSIDIARIES

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

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

AXL-Exploration Private Limited (AXL)

AXL continues to await necessary approval of government
authorities for renewal of its mining lease. During the financial year
2024-2025, AXL has suffered a loss of ^0.01 crore. The net worth of
AXL as on 31 March 2025 is ^0.18 crore.

Anjaney Minerals Limited (AML)

AML continues to explore various opportunities for acquiring
mines. Further during the financial year under review, AML has
altered its Main Object clause of the Memorandum of Association
to undertake Real Estate Business Activities. During the financial
year 2024-2025 it has earned ^0.24 crore as Other Income and has
reported a loss of ^0.54 crore. The net worth of AML as on 31 March
2025 is ^5.53 crore.

Salanpur Sinters Private Limited (SSPL)

During the financial year under review SSPL has altered its main
object clause of the Memorandum of Association to undertake real
estate business activities in addition to its existing business
activities. During the financial year 2024-2025, SSPL has earned
^1.27 crore as Other Income and has a profit of ^0.26 crore. The net
worth of SSPL as on 31 March 2025 is ^6.21 crore.

Maithan Ferrous Private Limited (MFPL)

During the financial year 2024-2025 MFPL has commenced its
commercial production at its Manufacturing unit located at Barjora
in the State of West Bengal. MFPL has earned ^147.35 crore as
revenue from operations and ^0.10 crore as Other Income and has a
profit of ^3.54 crore. The net worth of MFPL as on 31 March 2025 is
^83.24 crore including preference share capital of ^75.00 crore.

Impex Metal & Ferro Alloys Limited (IMPEX)

The Company acquired IMPEXthrough a liquidation process during
the financial year 2021-2022. Post acquisition, IMPEX successfully
commenced its production during December 2021. However, due
to steep increase in power cost the Company was constrained to
fully close down its production by end of April 2023. During the
financial year 2024-2025, the factory remained closed due to high
power cost. However, IMPEX has earned ^23.88 crore as revenue
from operations and ^0.76 crore as Other Income and sustained a
loss of ^9.16 crore primarily on account of depreciation. The net
worth of the Company as on 31 March 2025 is ^54.58 crore.

The Board of Directors of IMPEX at its meeting held on 26 May 2025
has approved the 'Scheme of Merger by absorption' for merger of
IMPEX into Maithan Alloys Limited

Ramagiri Renewable Energy Limited (RREL)

During the financial year 2024-2025, RREL has earned ^0.23 crore as
Other Income and reported a profit of ^0.19 crore during the
financial year 2024-2025. The net worth of RREL as on 31 March
2025 is ^2.12 crore.

Dadhichi Rail & Defence Operations Limited (DRDO)

DRDO was incorporated on 20 July 2024 and has altered its Main
Object clause of the Memorandum of Association to undertake real
estate business activities in addition to its existing business
activities. During the period from 20 July 2024 to 31 March 2025,
DRDO has reported a loss of ^0.84 crore. The net worth of DRDO as
on 31 March 2025 is ^(0.74) crore.

Eloise Builders & Constructions Private Limited (ELOISE)

ELOISE was acquired by the Company via Share Purchase
Agreement and has become a wholly owned subsidiary of the
Company w.e.f. 25 February 2025. ELOISE is engaged in real estate
sector and holds pieces of land in or around Delhi. During the
financial year 2024-2025, ELOISE reported a loss of ^0.31 crore
during the financial year 2024-2025. The net worth of ELOISE as on
31 March 2025 is^(0.31) crore.

All the above companies are unlisted non-material subsidiaries of
the Company in terms of Regulation 16(c) read with Regulation
24(1) of the Listing Regulations. Subsidiary companies contribution
to the overall performance of the Company is insignificant save and
except that of Maithan Ferrous Private Limited.

INDIAN ACCOUNTING STANDARDS

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

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

CONSOLIDATED FINANCIAL STATEMENT

The Company has prepared a Consolidated Financial Statement of
the Company and all of its subsidiaries, pursuant to the provisions of
Section 129 of the Companies Act, 2013. The Consolidated Financial
Statement of the Company along with its subsidiaries for the
financial year ended 31 March 2025 forms part of this Annual
Report.

AUDITORS' REPORT

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

STATUTORY AUDITORS

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

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013 and Rules
framed there under, the Board at its Meeting held on 29 May 2024
had appointed Patnaik & Patnaik, Company Secretaries to conduct
Secretarial Audit for the financial year 2024-2025 and the
Secretarial Audit Report as submitted by them for the financial year
2024-2025 is annexed herewith as Annexure-'B'.

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

Pursuant to Regulation 24A of the Listing Regulations (as amended)
the Board at its meeting held on 28 May 2025 have approved the
appointment of Patnaik & Patnaik, Company Secretaries (Firm
Registration No. P2017WB064500), as the Secretarial Auditor of the
Company, to undertake the audit of the secretarial and other
records of the Company for a period of five (5) consecutive financial
years commencing from 1 April 2025 up to 31 March 2030 and has
recommended their appointment for approval of shareholders at
the ensuing Annual General Meeting of the Company.

The Company has received a confirmation in writing from Patnaik &
Patnaik, Company Secretaries to the effect that their appointment,
if made, shall be in accordance with conditions as prescribed under
the Companies Act, 2013 and Listing Regulations. Further, Patnaik &
Patnaik, Company Secretaries have also confirmed that they hold a
valid certificate of peer review issued by the Institute of Company
Secretaries of India as required underthe Listing Regulations.

Necessary resolution seeking approval of the Members for the
appointment of Patnaik & Patnaik, Company Secretaries, as the
Secretarial Auditor has been incorporated in the Notice convening
theensuingAnnualGeneral Meeting.

COST RECORDS AND COST AUDIT

The Company is required to maintain cost records, as specified by

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

Necessary resolution seeking approval of the Members for ratifying
the remuneration of S. K. Sahu & Associates, Cost Accountants for
the financial year 2025-2026 has been incorporated in the Notice
convening the ensuing Annual General Meeting.

ANNUAL RETURN

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

MANAGERIAL REMUNERATION

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

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

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

N.A.=Not Applicable

Note 1: There is no change in the remuneration structure for the financial year 2024-2025. However, the overall remuneration paid in the financial year 2024-2025 is lower
than the remuneration paid in the financial year 2023-2024.

The Non-Executive Directors (including Independent Directors) of
the Company are entitled to sitting fee only within the statutory
limits provided under the Companies Act, 2013. The details of
remuneration of each Non-Executive Director have been provided
in the Report on Corporate Governance. The ratio of remuneration
of said Non-Executive Directors to the median remuneration ofthe
employees of the Company and percentage increase in
remuneration of said Non-Executive Directors, during the financial
year 2024-2025 are not comparable and therefore not considered
for the above purpose.

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

The median remuneration of the employees in the financial year
2024-2025 on gross monthly basis was increased by 4.18%.

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

There were 454 employees as on 31 March 2025 on the payroll
oftheCompany.

(d) average percentile increase already made in the salaries of
employees other than the managerial personnel in the last
financial year and its comparison with the percentile increase
in the managerial remuneration and justification thereof and
point out if there are any exceptional circumstances for
increase in the managerial remuneration -

The average percentage increase in the salaries of employees
other than the managerial personnel during the financial year
2024-2025 on the basis of entitlement was 8.75%. There was no
increase in the managerial remuneration during the financial
year 2024-2025 (refer Note 1 above).

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

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

lt is hereby affirmed that the remuneration paid during the
financial year 2024-2025 is as per the Remuneration Policy of
theCompany.

PARTICULARS OF EMPLOYEES

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

In terms ofthe provisions of Section 197(14) ofthe Companies Act,
2013 it is hereby confirmed that neither the Managing Director nor
the Whole-time Director of the Company has received any
remuneration or commission from the holding or any subsidiary of
theCompany during the financial year 2024-2025.

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

None

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

(i) Details of Loans: The Company has granted advances to its
subsidiaries and other body corporate. Please refer to Note Nos.
10, 19, 53(b), 53(c) and 58 to the Standalone Financial
Statement.

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

Further, the Company has also acquired equity shares of
unlisted public limited companies through an arrangement,
subscribing to Memorandum of Association/further issue
and/orshare purchase agreement.

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

Please refer to Note Nos. 8,9 and 15 to the Standalone Financial
Statement.

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

Company has not given any guarantee or provided any security
to third party in connection with any loan availed by any other
body corporate or persons, during the financial year 2024-2025.

The Loan/Advances and Investment given or made by the
Company in the respective subsidiaries are for the business/
general corporate purposes of such subsidiaries only.

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

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

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

The Company has not received any complaint in respect of sexual
harassment during the financial year 2024-2025 nor was any
complaint pending at the beginning or end of the financial year
2024-2025.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 ofthe Listing Regulations, a Report on
Corporate Governance and a Certificate from the Company
Secretary in Practice confirming compliance of the conditions of
Corporate Governance, are annexed herewith as Annexure-'E' and
Annexure- 'F', respectively.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of financial conditions and
result of operations of the Company for the financial year 2024¬
2025 as stipulated under Regulation 34 ofthe Listing Regulations is
given as a separate section in this Annual Report on Page No. 24 and
forms part of this Directors' Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

Your Company always strives to enter into transactions with its
related parties in the course of its business at arm's length basis and
the management believes that the related party transactions are on
arm's length basis as explained under Section 188 of the Companies
Act, 2013. There were contract/arrangement/transactions entered
into by the Company with its related parties, as provided in Section
188(1) of the Companies Act, 2013 based on various business
exigencies such as liquidity, profitability and capital resources,
during the financial year 2024-2025.

None of the transactions with related parties are material in nature
or falls under the scope of Section 188(1) of the Companies Act,
2013 read with rules framed thereunder [i.e. transactions
amounting more than 10% of standalone/consolidated turnover of
the Company for the financial year 2023-2024]. The information on
transactions with related parties pursuant to Section 134 of the
Companies Act, 2013 read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 in Form No. AOC-2 does not apply to the
Company for the financial year 2024-2025 and hence the same is
not provided. The details of the transactions with related parties
during financial year 2024-2025 are provided in the Note No. 53 to
the Standalone Financial Statement forming part of this Report.

All related party transactions entered into by the Company were
approved by the Audit Committee. Details of related party
transactions entered into by the Company, in terms of applicable
Accounting Standards have been disclosed in the notes to the
Standalone Financial Statement forming part of this Report.
Pursuant to Regulation 34(3) read with Schedule V of the Listing
Regulations, disclosure of transactions of the Company with any
person or entities belonging to the Promoter or Promoter Group of
the Company, holding ten percent (10%) or more of the Equity
Shares of the Company have been disclosed in the Note No. 53(e) to
the Standalone Financial Statement forming part of this Report.

Pursuant to the Listing Regulations and Section 188(1) of the
Companies Act, 2013, the Board at its meeting held on 12 March
2025, based on recommendation of Audit Committee, has
approved the proposed material related party transactions with
Maithan Ferrous Private Limited for the financial year 2025-2026
and approval of shareholders for the same was also obtained at the
Extra-Ordinary General Meeting of the Company held on 7 April
2025.

COMPLIANCE OF SECRETARIAL STANDARDS

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

TRANSFER OF SHARES AND UNPAID/ UNCLAIMED DIVIDENDS TO
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

A. Transfer of Unpaid / Unclaimed Dividend

In terms of the provisions of Section 124(5) of the Companies
Act, 2013 read with Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016,
as applicable, the Company has transferred the unpaid /

unclaimed dividends amounting to ^67295/- for the financial
year 2016-2017 to the IEPF during the financial year under
review. Further, a statement containing the details of dividend
of the financial years 2017-2018 to 2023-2024 that remained
unpaid/unclaimed are available on the website of the Company
at 'www.maithanalloys.com'.

B. Transfer of Shares to IEPF

Pursuant to the provisions of Section 124(6) of the Companies
Act, 2013 read with Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules,
2016, as applicable, all shares in respect of which dividend has
remained unpaid/unclaimed for seven (7) consecutive years or
more are required to be transferred to IEPF. Accordingly, 600
equity shares of the Company belonging to one (1) shareholder
in respect of which dividend (as declared by the Company)
remained unpaid/ unclaimed for seven (7) consecutive years
have been transferred to IEPF during the financial year under
review. The Company has transferred 6,712 shares in aggregate
to I EPF till 31 March 2025.

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

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

Securities and Exchange Board of India has mandated that the
shareholders, who hold shares in physical mode and whose
folios are not updated with any of the Know Your Client /
Customer (KYC) details viz. (i) Permanent Account Number
(PAN), (ii) Choice of Nomination, (iii) Contact Details, (iv) Mobile
Number, (v) Bank Account Details and (vi) Signature, shall be
eligible to get dividend only in electronic mode. Accordingly,
payment of dividend (as and when declared), subject to
approval at the Annual General Meeting, shall be paid to
physical holders only after the above details are updated in
their folios. Shareholders are requested to complete their KYC
by writing to the Company's Registrar and Share Transfer
Agents (RTA), Maheshwari Datamatics Pvt. Ltd. The forms for
updating the same are available at Company's website at
'www.maithanalloys.com¹ and RTA website at 'www.mdpl.in'.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of provisions of Section 134(5) of the Companies Act, 2013,

your Directors confirm that:

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

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

(iii) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for safeguar¬
ding the assets of the Company &for preventing and detecting
fraud and otherirregularities;

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

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

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

ACKNOWLEDGEMENT

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

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

For and on behalf of the Board of Directors

S. C. Agarwalla Subodh Agarwalla

Place: Kolkata Chairman & Managing Director ^Whole-ti^{me D}ir^ect<°r & ^CE<°

Date:28May2025 DIN:00088384 DIN:00339855