DIRECTORS' REPORT

Your Directors are pleased to present the 15^th (Fifteenth) Annual Report on the business and operations of the Company
together with the Audited Financial Statements of the Company for the year ended 31^st March, 2025.

OPERATIONS AND BUSINESS PERFORMANCE

The Company was able to sustain the turnover track, and
its revenue from operations increased substantially from
Rs. 73,962.25/- lacs of the previous year to Rs. 78,162.76/-
lacs during the year. Further the company was able to increase
its profits too from Rs 1,530.97/- lacs to Rs 2,084.99/-.
However, the Company is further improving its performance
day-by-day and is expected to show further improvement in
its results in the coming year.

STATE OF COMPANY'S AFFAIRS AND FUTURE
OUTLOOK

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

market expectations. The outlook for the future remains
highly promising.

CHANGES IN THE NATURE OF BUSINESS, IF ANY

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

DIVIDEND

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

TRANSFER TO RESERVES

During the year under review, your Company has not
transferred any amount to the General Reserve Account.

Credit Balance in Profit & Loss A/c has been transferred into
the Balance Sheet under the appropriate head.

CAPITAL & DEBT STRUCTURE

The paid-up Equity Share Capital of the Company as at
31^st March, 2025 stood at Rs. 794.69 lacs divided into
7,94,69,050 equity shares of Re. 1/-.

A) Issue of equity shares with differential rights

The Company did not issue equity shares with differential
rights during the financial year 2024-25

B) Issue of sweat equity shares

The Company did not issue sweat equity shares during
the financial year 2024-25.

C) Issue of employee stock options

The Company did not issue employee stock options
during the financial year 2024-25.

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

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

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

The Company did not issue Debentures, Bonds or any
Non-convertible securities during the financial year
2024-25.

However, in accordance with the provisions of Chapter
V of the Securities and Exchange Board of India (Issue
of Capital and Disclosure Requirements) Regulations,
2018 (SEBI ICDR Regulations), During the financial year
under review the Company has issued and allotted

2.07.00. 000 Equity Share Warrants of Rs. 65 each to
Promoter & Non-Promoter Category on 30^th January,
2025. The Company has received 25% upfront money
amounting to Rs. 3,363.75 lakhs against the allotment of

2.07.00. 000 Equity Share Warrants, convertible into One
(1) Equity Share and the conversion can be exercised at
any time during the period of Six/Eighteen months from
the date of allotment of Equity Share Warrants, as the
case maybe, on such terms and conditions as applicable.

Out of the above Equity Share Warrants, the company
has allotted 52,00,000 equity shares to Promoter &
Non-Promoter Category after receiving 75% of balance
on 27/03/2025 through conversion of share warrants on

preferential basis in terms of Chapter V of SEBI (ICDR)
Regulation 2018.

DETAILS PERTAINING TO SHARES IN SUSPENSE
ACCOUNT

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

DETAILS PERTAINING TO CREDIT RATINGS

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

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

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

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

No such instance took place during the year under review.

DETAILS RELATING TO MATERIAL VARIATIONS

The Company has not issued any prospectus or letter of
offer during the last five years and as such the requirement
for providing the details relating to material variation is not
applicable upon 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 are no material changes and commitments affecting
the financial position of the Company which have occurred
between the end of the Financial Year 2024-25 and the date
of this report.

ANNUAL RETURN

The Annual Return as on 31.03.2025 as provided under
Section 92(3) of the Companies Act, 2013 and as prescribed
in Form No. MGT-7 of the Companies (Management and
Administration) Rules, 2014, is available on the website
of the company and can be accessed at https://www.
manaksiacoatedmetals.com/investor/agm-related-
information

CORPORATE GOVERNANCE REPORT

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

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

NUMBER OF MEETINGS OF THE BOARD OF
DIRECTORS

5 (Five) meetings of the Board of Directors were held during
the Financial Year 2024-25. The details of the meetings of
the Board of Directors of the Company convened during
the Financial Year 2024-25 are given in the Corporate
Governance Report which forms part of this Annual Report.

SECRETARIAL STANDARDS

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts for the year
ended 31^st March, 2025, the applicable Accounting
Standards had been followed along with proper
explanations relating to material departures, if any;

b) the Directors had adopted such accounting policies
and applied them consistently and made judgements
and estimates in a reasonable and prudent manner so
as to give a true and fair view of the state of affairs of
the Company as at the end of the financial year 2024-25
and of the loss of the Company for that period;

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

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

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

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

STATEMENT ON DECLARATION BY INDEPENDENT
DIRECTORS

Mr. Siddhartha Shankar Roy (DIN: 08458092), Ms. Gargi Singh
(DIN: 08458152), Mr. Siddhartha Sengupta (DIN: 10165139)
and Mr Probir Kumar Chaudhury (DIN: 10041053) are
Independent Directors on the Board of the Company as on
31^st March, 2025.

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

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

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

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

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

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

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

DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152(6)(c) of the
Act read with Companies (Appointment and Qualification
of Directors) Rules, 2014 and Article 87 of the Articles of
Association of the Company, Mr. Venkata Srinaryana Addanki
(DIN : 10141427), Wholetime Director of the Company, will
retire by rotation at the ensuing Annual General Meeting and
being eligible offers himself for re-appointment.

Changes during the period under review :

Ý Mr. Rajendra Kumar Lodhi resigned from his post of
Chief Executive Officer w.e.f 23.05.2024.

Ý Mr. Debasis Banerjee (DIN : 08164196) designation
changed from Whole-time Director to Director w.e.f.
08.08.2024. Further on 1^st April, 2025 he resigned from
his directorship from the Company.

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

Ý Mr. Pritam Pal (DIN : 11050522) was appointed as
an Additional Director in the Board Meeting held on
14^th May, 2025 to be designated as Non-Executive
Non-Independent Director subject to approval of
shareholders by ongoing Postal Ballot.

AUDITORS

STATUTORY AUDITORS

Members of the Company at the 14^th AGM held on 20^th
September, 2024, approved appointment of M/s. S. Bhalotia&
Associates, Chartered Accountants, (Firm Registration No.

325040E) as Statutory Auditors of the Company, for a term
of 5 years to hold the office from the conclusion of 14^th AGM
till the conclusion of 19^th AGM of the Company.

The requirement to place the matter relating to appointment
of auditors for ratification by Members at every AGM has
been done away by the Companies (Amendment) Act, 2017
with effect from 7^th May, 2018. Accordingly, no resolution is
being proposed for ratification of appointment of statutory
auditors at the 15^th AGM.

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

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

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

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act read with
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Regulation 24A of the SEBI
Listing Regulations, the Board of Directors at its meeting held
on 22^nd July, 2025, upon the recommendation of the Audit
Committee, appointed M/s. M & A Associates, Peer Reviewed
Firm, represented by CS Anil Kumar Dubey Practicing
Company Secretary or any other partner as Secretarial
Auditor for a term of five consecutive years commencing
from financial year 2025-26, subject to the approval of the
shareholders at the forthcoming AGM of the Company. The
Company has received the necessary consent from him to
act as the Secretarial Auditor of the Company along with the
certificate confirming that his appointment would be within
the applicable limits.

The Secretarial Audit Report in Form MR-3 as given by the
Secretarial Auditor for the Financial Year ended 31^st March,
2025, forms part of the Directors Report and annexed as
Annexure-'B'.

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

COST AUDITORS

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

The Board of Directors of the Company, on the
recommendations made by the Audit Committee, has
appointed M/s. S. Chhaparia&Associates, Cost Accountants
as the Cost Auditors of the Company to conduct the audit
of cost records for the FY 2025- 26 in accordance with
Section 148 of the Act read with Companies (Cost Records
and Audit) Rules, 2014, at a remuneration of Rs. 1,00,000/-
plus reimbursement of out-of-pocket expenses at actual
and applicable taxes. The remuneration to be paid to the
Cost Auditor needs to be ratified by the shareholders at the
ensuing Annual General Meeting of the Company.

A resolution seeking Member's approval for ratification the
remuneration payable to the Cost Auditor forms part of
the Notice of the Annual General Meeting and the same is
recommended for your consideration.

Relevant cost audit report for the year 2023-24 was
submitted to the Central Government within stipulated time
and was free from any qualification or adverse remarks. The
Cost Audit Report for the financial year 2024-35 has been
reviewed by the Board of Directors at its meeting held on
22^nd July, 2025 and the same will be filed with the Central
Government within stipulated time. The said report is free
from any qualification or adverse remarks.

INTERNAL AUDITORS

The Board of Directors of the Company, on the
recommendations made by the Audit Committee, has re¬
appointed M/s Audittech 360 Financial Services Private
Limited, as Internal Auditors of the Company for the
FY 2025-26 in accordance with Section 138 of the Act read
with the Companies (Accounts) Rules, 2014.

FRAUD REPORTING

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

DISCLOSURE ON EMPLOYEE STOCK OPTION/
PURCHASE SCHEME

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

PARTICUALRS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186

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

PARTICULARS OF CONTRACT OR ARRANGEMENT
WITH RELATED PARTIES

As required under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, related party
transactions are placed before the Audit Committee for
approval. Wherever required, prior approval of the Audit
Committee is obtained on an omnibus basis for continuous
transactions and the corresponding actual transactions
become a subject of review at subsequent Audit Committee
Meetings. The transactions entered into pursuant to the
omnibus approval so granted are reviewed by the Audit
Committee and a statement giving details of all related party
transactions is placed before the Audit Committee and the
Board of Directors for their approval on a quarterly basis.

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

There were no materially significant related party transactions
as defined in terms of the provisions of Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, entered into by the
Company during the year under review which could conflict
with the interest of the Company as a whole and, as such,
disclosure in Form AOC-2 pursuant to Rule 8(2) of the
Companies (Accounts) Rules, 2014 has not been made.

The policy on Related Party Transactions as approved by
the Board of Directors of the Company may be accessed on
the Company's website www.manaksiacoatedmetals.com
and the weblink https://www.manaksiacoatedmetals.com/
assets/upload/pdf/Policy_on_Related_Party_Transaction_
Coated_Final_22316.pdf

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

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

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

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

RISK MANAGEMENT SYSTEM

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

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

COMMITTEES OF THE BOARD

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

AUDIT COMMITTEE

As on 31^st March, 2025 the Company pursuant to the
requirement of the provisions of Section 177 of the Act
read with the Regulation 18 of the Listing Regulations has
in place Audit Committee comprising of 4 (Four) members.
The Committee is chaired by Mr. Siddhartha Shankar Roy
(DIN:08458092), Independent Director. Ms. Gargi Singh (DIN:
08458152), Independent Director, Mr. Siddhartha Sengupta
(DIN:10165139), Independent Director and Mr. Sushil Kumar
Agrawal (DIN: 00091793), Managing Director are the other
Members. Mr. Mahendra Kumar Bang, Chief Financial Officer
is a permanent invitee to the Meeting. Mrs. Shruti Agarwal,
the Company Secretary acts as a Secretary to the Committee.

Due to sudden demise of Mr. Siddhartha Sengupta (DIN:
10165139) on 23^rd May, 2025, he is no longer a part of the
Committee. Mr. Probir Kumar Chaudhury was appointed as a
Member of the Committee on 22^nd July, 2025.

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

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

NOMINATION & REMUNERATION COMMITTEE

As on 31^st March, 2025 the Company pursuant to the provisions
of Section 178(1) of the Act, read with the Regulation 19
of the Listing Regulations has in place the Nomination
& Remuneration Committee comprising of 3 (Three)
members. The Committees is chaired by Ms. Gargi Singh
(DIN: 08458152). Siddhartha Shankar Roy (DIN: 08458092),
Independent Director and Mr. Probir Kumar Chaudhury (DIN:
10041053) are the other members. Mrs. Shruti Agarwal, the
Company Secretary acts as a Secretary to the Committee.

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

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

COMPANY'S POLICY ON APPOINTMENT
AND REMUNERATION OF DIRECTORS, KEY
MANAGERIAL PERSONNEL AND SENIOR
MANAGEMENT PERSONNEL

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

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

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

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

The policy is also available at the following weblink: https://
www.manaksiacoatedmetals.com/assets/upload/pdf/
Remuneration-Policy_Manaksia-Coated-Metals-Industries-
Limited_29-05-2019.pdf

STAKEHOLDERS RELATIONSHIP COMMITTEE

As on 31^st March, 2025 as required by the provisions of Section
178(5) of the Act, read with Regulation 20 of the Listing
Regulations, the Company has in place the Stakeholders
Relationship Committee comprising of 3 (Three) members.
The Committee is chaired by Mr. Siddhartha Shankar Roy
(DIN: 08458092), Independent Director, Mr. Sushil Kumar
Agrawal (DIN: 00091793), Managing Director and Ms. Gargi
Singh (DIN: 084858152), Independent Director are the other
members. Mrs. Shruti Agarwal, the Company Secretary acts as
a Secretary to the Committee.

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

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

The performance of the Board and individual Directors
was evaluated by the Board seeking feedback from all the
Directors. The performance of the Committees was evaluated
by the Board seeking views from the Committee Members.
As per Para VII of Schedule IV of the Act, the Independent
Directors of the Company, without the participation of Non¬
Independent Directors and members of management, in their
separate meeting held on 10^th May, 2024 have reviewed the
performance of:

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

Ý the Chairman of the Company taking into account the
views of Executive Directors and Non-Executive Directors;

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

The review of performance of Non-Independent Directors was
done after discussing with them on various parameters, such
as, skill, competence, experience, degree of engagement,
ideas and planning etc. The Board performance was reviewed
on various parameters, such as, adequacy of the composition
of the Board, Board culture, appropriateness of qualification

& expertise of Board members, process of identification and
appointment of Independent Directors, inter-personal skills,
ability to act proactively, managing conflicts, managing crisis
situations, diversity in the knowledge and related industry
expertise, roles and responsibilities of Board members,
appropriate utilization of talents and skills of Board members
etc. The evaluation of the Chairman of the Company was
conducted on various parameters such as leadership, quality,
capability, availability, clarity of understanding, governance
& compliance and degree of contribution etc.

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

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

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

Foreign Subsidiary:

Manaksia International FZE

There was no revenue during the Financial Year 2024-25.
During the year under review, there were no operations in
the said Company.

Indian Subsidiary :

JPA Snacks Private Limited

The total revenue of the Company for Financial Year 2024-25
stood at Rs.10.78 lacs. During the year the Company incurred
a net loss of Rs. 25.51 lacs.

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

The Board at its meeting held on 22^nd July, 2025 has approved
scheme of merger of M/s. JPA Snacks Pvt. Ltd. with Manaksia
Coated Metals & Industries Limited.

MATERIAL SUBSIDIARY COMPANIES

Pursuant to Regulation 16(1)(c) of the Listing Regulations (as
amended from time to time), a subsidiary shall be considered
as material if its income or net worth exceeds ten percent
of the consolidated income or net worth respectively, of
the listed entity and its subsidiaries in the immediately
preceding accounting year. During the year under review,

there were no Material Subsidiary according to the net worth
threshold of Regulation 16 of the Listing Regulations. Policy
for determining Material Subsidiaries is provided at the
following weblink: https://www.manaksiacoatedmetals.com/
assets/upload/pdf/Policy-on-Material-Subsidiary_Coated.
pdf

FAMILIARIZATION PROGRAMME

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

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

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

iii) other relevant details.

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

upload/pdf/c5a846658ab6260625c7c0aaf07820e3.pdf

DEPOSITS

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

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

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

STATEMENT IN RESPECT OF ADEQUACY OF

internalfinancialcontrolswithReference

TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial
controls with reference to the financial statements. Your
Directors had laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and were operating effectively. To
commensurate the internal financial control with its size,

scale and complexities of its operations the Company on
the recommendation of Audit Committee has appointed S
K Agrawal and Co. Chartered Accountants LLP, as Internal
Auditors of the Company for the Financial Year 2024-25.

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

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

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

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

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

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

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In Compliance with the provisions of Section 177(9) of the Act
and Listing Regulations, the Company has framed a Whistle
Blower Policy to establish a vigil mechanism for Directors
and employees to report genuine concerns about actual
or suspected unethical behavior, mal practice, wrongful
conduct, discrimination, sexual harassment, fraud, violation
of the Company polices including Code of Conduct without
fear of reprisal/retaliation. The policy provides for adequate
safeguards against victimization of persons who use such
mechanism and provides for direct access to the Chairperson
of the Audit Committee in appropriate cases. It is affirmed
that no personnel of the Company has been denied access
to the Audit Committee. The policy was amended during
the year under review and is available on the website of the
Company www.manaksiacoatedmetals.com and the weblink
thereto is https://www.manaksiacoatedmetals.com/assets/
upload/pdf/Whistle_Blower_Policy_Coated_Final_22316.
pdf

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

The Company has zero tolerance for sexual harassment at the
workplace and has adopted a Policy on prevention, prohibition
and redressal of sexual harassment at the workplace in line
with the provisions of The Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013
('the Act') and Rules under it. Your Company has complied
with provisions relating to the constitution of an Internal
Complaints Committee under the Act. The Internal Committee
(IC) composes of internal members and an external member
who has extensive experience in the field.

During the year under review-

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

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

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

MATERNITY BENEFIT COMPLIANCE

During the year under review, your Company has duly
complied with all applicable provisions of the Maternity
Benefits Act, 1961, ensuring that eligible female employees
are granted the statutory entitlements related to maternity
leave, benefits, and workplace support. This compliance
reflects the organization's commitment to upholding
employee welfare and adhering to labour laws designed to
protect the rights of working mothers.

TRANSFER OF AMOUNTS TO INVESTOR
EDUCATION AND PROTECTION FUND

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

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

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

During the year under review, no employee of the Company
drew remuneration in excess of the limits specified under the
provisions of Section 197(12) of the Act, read with Rules 5(2)

and 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and hence no
disclosure is required to be made in the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

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

OTHER DISCLOSURES / REPORTING

The Board of Directors state that no disclosure or reporting
is required in respect of the following items as there were no
transactions pertaining to these items during the year under
review :

1) Buy back of the equity shares.

2) Receipt of remuneration or commission by Managing
Director or the Whole-time Directors of the Company
from any of its subsidiary companies of the Company.

3) Details regarding the difference in valuation between a
one-time settlement and valuation for obtaining loans
from banks or financial institutions.

ACKNOWLEDGEMENT

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

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

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

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

Fr and on behalf of the Board of Directors

Sushil Kumar Agrawal Karan Agrawal

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

Dated: 22^nd July, 2025 (DIN: 00091793) (DIN: 05348309)