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

The Company follows the corporate governance guidelines and best practices sincerely and discloses timely and accurately, 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 Directors' Report and marked as "Annexure-A".

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.

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 Financial Year 2024-25.

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, 2025, 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 2024-25 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;

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.

During the year under review, Dr. Kali Kumar Chaudhuri (DIN: 00206157) ceased to be the Director of the Company with effect from 18^th September, 2024 upon conclusion of the 23^rd Annual General Meeting (AGM) due to completion of his second term of five years as an Independent Director.

Further, the Shareholders at their 23^rd AGM of the Company held on 18^th September, 2024 approved the re-appointment of Mr. Ramesh Kumar Maheswari (DIN: 00545364) as an Independent Director of the Company to hold office for second term of five consecutive years with effect from 16^th July, 2024.

Further, during the year under review, Mr. Biswanath Bhattacharjee (DIN: 00545918) has been appointed as an Independent Director of the Company with effect from 16^th July, 2024 and the same has been approved by the Shareholders at the 23^rd Annual General Meeting of the Company held on 18^th September, 2024.

Further, during the year under review, Mr. Varun Agrawal (DIN: 00441271), has been re-appointed as Managing Director of the Company for a further period of three years with effect from 11^th February, 2025 and the same has been approved by the Shareholders at the 23^rd Annual General Meeting of the Company held on 18^th September, 2024.

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

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. Suresh Kumar Agrawal (DIN: 00520769) Director, is liable to retire by rotation at the ensuing 24^th Annual General Meeting and being eligible, offers himself for re-appointment.

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

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 which 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.

All the Independent Directors of the Company have registered themselves with the Independent Directors' Data Bank maintained by the Indian Institute of Corporate Affairs (IICA). In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors are required to undertake online proficiency self-assessment test conducted by the IICA within a period of two years from the date of inclusion of their names in the data bank, unless they fall within the exempted category. All the Independent Directors who are not falling within the exempted category, have successfully cleared the online proficiency selfassessment test.

None of the Directors of the Company is disqualified and/or debarred as per the applicable provisions of the Act and the Securities and Exchange Board of India (the "SEBI”).

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 the 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 on 31^st March, 2025, which forms part of this Report.

The Institute of Company Secretaries of India has issued Secretarial Standard -1 (SS-1) on 'Meeting of the Board of Directors' and Secretarial Standard - 2 (SS-2) on 'General Meeting' and both the Secretarial Standards have been approved by the Central Government under Section 118(10) of the Act. Pursuant to the provisions of Section 118(10) of the Act, it is mandatory for the Company to observe the secretarial standards with respect to Board Meetings and General Meetings. The Company has adopted and followed the set of principles prescribed in the respective Secretarial Standards for convening and conducting Meetings of the Board of Directors, General Meetings and matters related thereto. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that, such systems are adequate and operating effectively.

M/s S K Agrawal and Co. Chartered Accountants LLP, Chartered Accountants, (Firm Registration No. 3306033E/E300272) has been appointed as Statutory Auditors of the Company at the 23^rd AGM 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 AGM till the conclusion of the 28^th AGM of the Company on such remuneration as may be determined by the Board of Directors based on the recommendation of the Audit Committee and mutually agreed by the Statutory Auditors, in addition to the reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit.

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

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, the Board of Directors of the Company has appointed M/s. MKB & Associates, Practicing Company Secretaries, Kolkata as Secretarial Auditors to conduct Secretarial Audit of the Company for the Financial Year 2024-25. Further, as per the recent amendments in Listing Regulations, the appointment of Secretarial Auditors has to be approved by the shareholders in an Annual General Meeting. Necessary resolution to that effect will be embodied in the Notice of ensuing AGM for the year 2025 for approval of the Shareholders.

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, 2025, forms part of the Directors' Report and is annexed as "Annexure-B".

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

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

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 your 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 2024-25. As required under the Act, the remuneration payable to the Cost Auditors for FY 2024-25 was ratified by the shareholders in the AGM held on 18^th September, 2024.

The Board, pursuant to the provisions of Section 148 of the Act, read with 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 2025-26 and accordingly, a resolution for seeking Members ratification for the remuneration payable to the Cost Auditors for the FY 2025-26, would be placed before the forthcoming 24^th AGM 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.

The Audit Committee and the Board of Directors of the Company have appointed KASG & Co., (Firm Regn. No. 002228C) Chartered Accountants, Kolkata as Internal Auditors of the Company for the Financial Year 2024-25. Further, in its meeting held on 28^th May, 2025, the Board on recommendation made by the Audit Committee has reappointed KASG & Co., Chartered Accountants, Kolkata as Internal Auditors of the Company for the financial year 2025-26.

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

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 review the cyber security risks and mitigation measures from time to time.

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

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 FY 2025-26.

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.

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 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. 35).

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 has also been provided in the notes to the Financial Statements of the Company.

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 marked as "Annexure-C".

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.

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 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 had not accepted the recommendation of the Audit 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 for the Committee are provided in the Corporate Governance Report.

The Company, pursuant to provisions of Section 178 of the Act and Regulation 19 read with Para A of Part D of Schedule II of the Listing Regulations, upon recommendation of the Nomination and Remuneration Committee has devised a Remuneration Policy applicable to all Senior Executives of the Company

There were no such instances wherein the Board had not accepted the recommendation of the Nomination and Remuneration 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 number of meetings held for the Committee are provided in the Corporate Governance Report.

The Company has constituted a Corporate Social Responsibility Committee (hereinafter referred to as "CSR Committee”) in accordance with Section 135 of the Act and Rules made thereunder. The composition and the 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 & maintaining the quality of air, promoting education & 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''.

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

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 her 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. During the year, the Company has not received any complaint of sexual harassment.

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:

¦ review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;

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

¦ 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 their 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 & 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 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 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.

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

No new entity has become a Subsidiary, Joint Venture or Associate of the Company during the Period.

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 form a part of this Annual Report.

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

Technomet International FZE

This Company was a subsidiary of Manaksia Steels Limited and it has been voluntarily liquidated during the period under review. Necessary disclosure in this regard was also filed with the Stock Exchanges.

Federated Steel Mills Limited

This Company is a subsidiary of Manaksia Steels Limited. The Revenue of the Company during the year ended 31^st March, 2025 stood at Naira 90976.34 Lacs (equivalent to H5018.82 Lacs). During the said period, the Company had a net loss of Naira 1489.16 Lacs (equivalent to a net loss of H82.15 Lacs).

Far East Steel Industries Limited

This Company is a subsidiary of Manaksia Steels Limited. There was no Revenue of the Company during the year ended 31^st March, 2025.

Sumo Agrochem Limited

This Company is a subsidiary of Manaksia Steels Limited. There was no Revenue of the Company during the year ended 31^st March, 2025. During the said period the Company had a net loss of Naira 16.29 Lacs (equivalent to a net loss H0.90 Lacs).

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

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

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 control of the Company are commensurate with its size, scale and complexities of its operations, based on the recommendation of the Audit Committee in its meeting held on 28^th May, 2024 had appointed KASG & Co., (FRN Regn. No.002228C), Chartered Accountants, 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 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.

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 so as to safeguard Whistle Blower against any possible victimization. The Whistle Blower Policy/Vigil Mechanism has also been uploaded on the Company's website and the weblink is:

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.

There was no one time settlement made with the Banks or Financial Institutions during the Financial Year 202425 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.

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 marked as "Annexure -E"

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.

In compliance with the provisions of the Act and Listing Regulations, the Consolidated Financial Statements of the Company and its subsidiaries are attached. The Consolidated Financial Statement has been prepared in accordance with the applicable Accounting Standards issued by The Institute of Chartered Accountants of India and sets out the financial resources, assets, liabilities, income, profits and other details of the Company and its subsidiaries.

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

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

2. Issue of Sweat Equity Shares;

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company's operations in the future;

Your Company continues its relentless focus on strengthening competence 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 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, Financial Institutions, 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.