Dear Members,
Your Directors have the pleasure in presenting the 41st Annual Report on the business and operations of Maithan Alloys Limited (the Company or MAL) along with the revised Standalone and Consolidated Financial Statement for the financial year ended 31 March 2026.
The Board of Directors of the Company (the Board) at its Meeting held on 28 May 2025, had approved a Scheme of Merger by Absorption (the Scheme) between Impex Metal & Ferro Alloys Limited (IMPEX) and the Company under the provisions of Section 230 to 232 and other applicable provisions of the Companies Act, 2013. The Scheme, inter-alia, provided for the merger of IMPEX into the Company with an Appointed Date of 31 March 2024.
In compliance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) the Board at its meeting held on 16 May 2026 had approved the original Standalone Financial Statement and Consolidated Financial Statement of the Company for the financial year ended 31 March 2026, pending the sanction of the Scheme by the Honble National Company Law Tribunal, Kolkata Bench (NCLT).
Subsequently, the Honble NCLT, vide its Order dated 8 June 2026 (the Order) sanctioned the Scheme and the said Scheme became effective and binding upon all concerned consequent upon filing of a certified copy of the said Order with the Registrar of Companies, West Bengal on 30 June 2026.
Accordingly, the Company has given accounting effect to the merger in accordance with the accounting treatment prescribed under the Scheme and Appendix C of Indian Accounting Standards (Ind AS) 103 – "Business Combinations of entities under common control" in the earlier approved standalone financial statements from the Appointed Date of 31 March 2024 and has revised the Standalone Financial Statement and Consolidated Financial Statement for the financial year ended 31 March 2024, 31 March 2025 and 31 March 2026.
Consequently, the Board at its meeting held on 4 August 2026, had approved the Revised Standalone Financial Statement and Revised Consolidated Financial Statement of the Company for the financial year ended 31 March 2026, which included the restated comparative Financial Statement and other financial information 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 2026 is summarised below:
(? in crore)
| Financial Results | Standalone 2025-2026 | Standalone 2024-2025 | Consolidated 2025-2026 | Consolidated 2024-2025 |
| Revenue from operations | 2188.90 | 1825.02 | 2172.59 | 1805.61 |
| Other income | 442.95 | 725.35 | 411.96 | 720.84 |
Total Income |
2631.85 |
2550.37 |
2584.55 |
2526.45 |
| Expenses | ||||
| Operating expenditure | 2008.25 | 1659.09 | 1913.36 | 1629.09 |
| Depreciation and amortisation expense | 18.45 | 20.77 | 23.19 | 23.29 |
Total Expenses |
2026.70 |
1679.86 |
1936.55 |
1652.38 |
| Profit before finance cost, tax and exceptional items | 605.15 | 870.51 | 648.00 | 874.07 |
| Finance costs | 40.92 | 21.01 | 44.10 | 21.64 |
Profit Before Taxes |
564.23 |
849.50 |
603.90 |
852.43 |
| Less: Provision for taxation | ||||
| – Current tax | 184.28 | 44.62 | 201.79 | 44.72 |
| – Deferred tax | (54.82) | 173.81 | (38.83) | 176.80 |
Profit After Taxes |
434.77 |
631.07 |
440.94 |
630.91 |
STATE OF COMPANYS AFFAIRS AND OPERATIONS
Financial year 2025-2026 witnessed another year of sound financial performance of the Company as the Total Income registered a growth of 3.19% and Consolidated Total Income grew by 2.30%.
Other Income of ?442.95 crore includes the fair value gain and realised gain (net) on Current/Non-Current Investments (measured at fair value through profit or loss) of ?276.00 crore for the financial year 2025-2026 against ?647.82 crore for the financial year 2024-2025.
Further, the Profit Before Tax stood at ?564.23 crore and Profit After Tax stood at ?434.77 crore for the financial year 2025-2026.
Ferro Alloys:
The financial year under review was characterized by a highly challenging global environment. Escalating US tariffs, shifting global supply chains, and compounding geopolitical conflicts created widespread economic uncertainty. In particular, the ongoing Russia-Ukraine conflict and recent geopolitical tensions and US/Israel-Iran war in the Middle East significantly disrupted global markets and trade routes.
The Ferro Alloys sector bore the brunt of these geopolitical fractures. Ongoing volatility in raw material markets was further aggravated by a severe global energy crisis, leading to steep increases in power costs, logistics and supply chain bottlenecks and has inflated overall production costs.
Amidst this volatile economic landscape and unprecedented geopolitical headwinds, your Company remained steadfast. Our ability to successfully navigate these evolving market dynamics reflects the robustness of our strengths and the absolute clarity of our strategic direction. By maintaining operational agility and strict cost discipline, your Company continues to safeguard stakeholder value while positioning itself for sustainable long-term growth.
During the financial year 2025-2026, the manufacturing operations at the Kalyaneshwari Unit in the State of West Bengal, partially remained suspended due to adverse market conditions. However, it has resumed its operations at its full capacity since 1 May 2026.
Meanwhile, the Bobbili Unit in the State of Andhra Pradesh (erstwhile unit of IMPEX) which had been completely shut down since April 2023 due to steep increase in power cost restarted its operations in mid-November 2025 following the stabilization of operational factors and returned to full manufacturing capacity by December 2025.
Pursuant to the authority granted by the Board via a resolution passed by circulation on 26 September 2025, the Company has sold all the capital assets of its ferro alloys manufacturing unit located at Byrnihat in the State of Meghalaya, through an Agreement dated 3 October 2025, at a total consideration of ?25.48 crore (inclusive of GST).
Real Estate Sector:
The real estate sector in India is experiencing a significant structural transformation, firmly establishing itself as a key pillar of the nations economic expansion. Defying global headwinds, the sector has demonstrated remarkable resilience and growth, driven by robust domestic demand, rapid urbanization, rising disposable incomes and supportive regulatory frameworks.
Economic resilience, urbanization inflow, demographic dividend and regulatory stability are the key drivers of real estate sectors in India, whereas input cost inflation, regulatory compliance and demand for skilled workforce are the primary challenges faced by it.
The long-term outlook for the Indian real estate sector remains highly positive. Accordingly, the Company has acquired pieces of land in Delhi. The Company continued to strengthen its presence in this segment. Your Company remains optimistic to leverage these emerging macroeconomic tailwinds to deliver sustainable, long-term value to its stakeholders. Given the pace of urbanisation, the management remains optimistic about the long-term prospects of the real estate sector.
Wind Power:
The Company has sold its wind mill division (comprising of one unit of 1.25 MW Wind Turbine Generator) at Village: Ghatnandre in Sangli District in the State of Maharashtra on a slump sale basis and has discarded its Wind Mill (comprising of two units of 1.25 MW Wind Turbine Generator) at Village: Hansuwa in Jaisalmer District in the State of Rajasthan.
Other Income:
Your Company maintains a robust capital allocation to balance liquidity management, capital preservation, and yield optimization. Pursuant to the authority granted by the Members the management during the financial year 2025-2026, evaluated avenues to enhance returns on the Companys available surplus funds, which were historically deployed in traditional banking instruments. To optimize asset utilization without compromising the financial stability, the available surplus funds have been deployed into the equity capital markets and the strategic acquisition of unlisted company shares, to garner higher risk-adjusted returns.
The long-term horizon of these investments allows the Company to navigate short-term market cycles comfortably. The Management remains highly confident that this balanced, risk-mitigated approach to treasury management will optimize capital efficiency, augment non-operating revenue, and deliver sustained financial value to our stakeholders.
CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY
There was no change in the nature of business of the Company during the financial year 2025-2026.
However, the Board at its meeting held on 4 August 2026 has approved the alteration of the Main Objects clause of the Memorandum of Association of the Company to include investment activities that are outside the purview of regulatory thresholds prescribed by the Reserve Bank of India for classification of a company as an NBFC (Non-Banking Financial Company).
OUTLOOK
The information on the Business Overview and Outlook of the Company is discussed in the Management Discussion and Analysis Report on Page No 1 of 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 DATE OF THE REPORT
The Board at its meeting held on 28 May 2025, approved the Scheme between IMPEX and the Company. The Scheme, with an appointed date of 31 March 2024, received approval of the Honble National Company Law Tribunal, Kolkata Bench on 8 June 2026 and became effective on 30 June 2026. Accordingly, all assets and liabilities of IMPEX stood merged with the Company.
Except for the above, there have been no other 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 date of this Report.
SHARE CAPITAL
The Authorised and Paid-up Share Capital of the Company as on 1 April 2025 was ?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.
However, the Authorised Share Capital of the Company stood increased from ?167.69 crore to ?182.69 crore comprising of 18,26,45,000 equity shares of ?10/- each and 45,000 redeemable cumulative preference shares of ?10/- each, consequent upon the merger of IMPEX into the Company.
Further, pursuant to Clause 12 of the Scheme and IMPEX being a wholly-owned subsidiary of the Company, no shares of the Company were issued in lieu of or in exchange for the shareholding of the Company in IMPEX and the issued and paid-up share capital of IMPEX stood cancelled, upon its merger with the Company.
Accordingly, the Paid-up Share Capital of the Company remain unchanged at ?29.11 crore comprising of 2,91,11,550 equity shares of ?10/- each.
As on 31 March 2026, the Company had 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 2025-2026. None of the Directors holds any convertible instrument of the Company. There has been no change in the Promoters shareholding in the Company due to the merger of IMPEX into the Company.
DIVIDEND
The Board at its meeting held on 16 May 2026, declared an interim dividend of ?11/- per equity share of ?10/- each (i.e. @110%) for the financial year 2025-2026. Accordingly, the said interim dividend was paid on 29 May 2026 to the persons who were members of the Company as on 22 May 2026, resulting in an outflow of ?32.02 crore.
The said interim dividend as declared and paid by the Board is subject to the confirmation of Members at the 41st Annual General Meeting.
Further, based on the Companys performance, the Board has also recommended for the approval of the Members, a final dividend of ?76/- per equity share of ?10/- each (i.e. @60%) for the financial year 2025-2026, to be paid on the total equity shares of the Company. The final dividend on the equity shares, if approved by the Members, will involve an outflow of ?17.47 crore.
As per the Income Tax Act, 2025 (as amended), the dividend, if declared by the Members at the 41st Annual General Meeting, will be taxable in the hands of the Members and the Company will be required to deduct tax at source (TDS) in respect of approved payment of dividend to its Members at such applicable rate as prescribed under the Income Tax Act, 2025.
DIVIDEND DISTRIBUTION POLICY
In terms of Regulation 43A of the Listing Regulations, the Board 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 2025-2026 in the Statement of Profit and Loss.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Non-Executive Directors and Independent Directors
During the financial year 2025-2026, there was no change in the constitution of the Board.
However, during the current financial year, i.e. 2026-2027, Mr. Vivek Kaul (DIN: 00345022) ceased to be a Director consequent upon tendering his resignation with effect from 19 June 2026 upon the completion of his second term as an Independent Director of the Company. Accordingly, he also ceased to be a member of the Corporate Social Responsibility Committee of the Board.
The Board placed on record its deep appreciation for invaluable guidance, leadership, and exemplary contributions provided by Mr. Vivek Kaul, during his tenure as a Non-Executive Independent Director and as a member of the Corporate Social Responsibility Committee.
Further, during the current financial year, the Board at its meeting held on 13 August 2026, on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Chandra Prakash Kakarania (DIN: 00203663) and Dr. Ridhi Agarwala (DIN: 11622124) as Additional Directors of the Company. They were also appointed as Independent Directors of the Company for a term of five (5) consecutive years with effect from 13 August 2026, in terms of Section 149, 152, 161 and other applicable provisions of the Companies Act, 2013, subject to the approval of the shareholders of the Company.
Mr. Naresh Kumar Jain (DIN: 00221519) and Mrs. Sonal Choubey (DIN: 10475331) were appointed as Independent Directors by the Board, with effect from 10 February 2024 for a period of three (3) consecutive years. Accordingly, their tenure as Independent Directors will conclude on 9 February 2027. The Board at its meeting held on 13 August 2026, on the recommendation of the Nomination and Remuneration Committee, re-appointed Mr. Naresh Kumar Jain and Mrs. Sonal Choubey as Independent Directors for a second term of five (5) consecutive years with effect from 10 February 2027, subject to the approval of the shareholders of the Company.
Mr. Aayush Khetawat (DIN: 06968448) was appointed an Independent Director by the Board, with effect from 14 August 2024 for a period of three (3) consecutive years. Accordingly, his tenure as Independent Director will conclude on 13 August 2027. The Board at its meeting held on 13 August 2026, on the recommendation of the Nomination and Remuneration Committee, re-appointed Mr. Aayush Khetawat as an Independent Director for a second term of five (5) consecutive years with effect from 14 August 2027, subject to the approval of the shareholders of the Company.
The Company has received a 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 the Listing Regulations.
The Independent Directors have also confirmed that they have complied with Schedule IV of the Companies Act, 2013 and the Companys Code of Conduct. They 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. Additionally, the Independent Directors have submitted their declaration in compliance with the provisions of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, which mandates the inclusion of an Independent Directors name in the data bank of the Indian Institute of Corporate Affairs (IICA) for a period of one year or five years or life time duration 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 possess the 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 the necessary disclosures, as required under the various provisions of the Companies Act, 2013 and the Listing Regulations.
During the financial year 2025-2026, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than receiving sitting 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) continued to hold office as the Chairman and Managing Director and Whole-time Director and Chief Executive Officer (CEO) of the Company, respectively, during the financial year 2025-2026.
However, the Board at its meeting held on 13 August 2026, on the recommendation of the Nomination and Remuneration Committee, approved:
The aforesaid changes in the designation of Mr. Subhas Chandra Agarwalla and Mr. Subodh Agarwalla are subject to the approval of the shareholders of the Company.
Mr. Sudhanshu Agarwalla and Mr. Rajesh K. Shah, continued to hold office as the President and Chief Financial Officer and the Company Secretary of the Company, respectively during the financial year 2025-2026.
None of the Key Managerial Personnel has resigned during the financial year 2025-2026.
Retirement by rotation
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Subodh Agarwalla (DIN: 00339855), retires by rotation at the 41st Annual General Meeting and being eligible, offers himself for re-appointment.
The Board recommends the appointment/re-appointment of Mr. Chandra Prakash Kakarania, Dr. Ridhi Agarwala, Mr. Naresh Kumar Jain, Mr. Aayush Khetawat, Mrs. Sonal Choubey and Mr. Subodh Agarwalla at the 41st Annual General Meeting.
The Board also recommends the change in designation of Mr. Subhas Chandra Agarwalla and Mr. Subodh Agarwalla as stated hereinabove at the 41st Annual General Meeting.
The brief details of the Directors to be appointed/re-appointed are given in the Notice convening the 41st Annual General Meeting.
EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual performance evaluation through structured evaluation sheets for each Director (including Independent Directors), its Committees and its own performance. This evaluation was based on the criteria laid down in the Remuneration Policy of the Company and conducted in the manner specified by the Nomination and Remuneration Committee of the Company.
Further, during the financial year 2025-2026, 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) the quality, quantity and timeliness of the flow of information between the Company Management and the Board.
NUMBER OF MEETINGS OF THE BOARD
During the financial year 2025-2026, four (4) meetings of the Board were duly convened, held and concluded. The details of the Board Meetings are given in the Report on Corporate Governance forming part of this Report. The intervening gap between any two consecutive meetings was within the period prescribed under the Companies Act, 2013 and the 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 2025-2026 are given in the Report on Corporate Governance forming part of this Report.
REMUNERATION POLICY
The Remuneration Policy of the Company is attached with the Report on Corporate Governance forming part of this 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:
The said policy is also available on the Companys website at www.maithanalloys.com.
VIGIL MECHANISM
The Vigil Mechanism established by the Company empowers the directors, employees and other concerned persons to report their genuine concerns relating to the Company and provides for adequate safeguards against the victimization of individuals who use such mechanism. It 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 Companys website at www.maithanalloys.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 affecting the Company and the said Policy is being implemented and monitored by the Risk Management Committee. Brief details of Risk Management, the key business risks identified by the Company and its mitigation plans are provided as a part of the Management Discussion and Analysis Report, forming part of this Annual Report on Page No 10.
CORPORATE SOCIAL RESPONSIBILITY
The Company has adopted a Corporate Social Responsibility (CSR) Policy and the same is available on the Companys website at www.maithanalloys.com.
During the financial year 2025-2026, 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, healthcare (including preventive healthcare), education, environmental sustainability, sports, etc. as specified under Schedule 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 2025-2026, 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 2025-2026 and as such, no amount of principal or interest on deposit remained unpaid or unclaimed or was outstanding as on the Balance Sheet date, i.e. 31 March 2026.
CREDIT RATING
The Companys 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 revised the Companys credit rating from CRISIL AA/Stable (i.e. CRISIL Double A; Outlook: Stable) to CRISIL AA/Negative (i.e. CRISIL Double A; Outlook: Negative) for long-term bank facilities and has re-affirmed CRISIL A1+ (i.e. CRISIL A One Plus) rating for short-term bank facilities, vide their letter dated 26 September 2025 and stated that the said ratings will remain valid upto 31 March 2026.
The above ratings reflect the Companys continuing operating efficiency and indicate that the Company has strong capacity for timely payment of debt obligations and carries low credit 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 Companys internal control systems are commensurate with the Companys size and nature of business, enabling it to safeguard assets, prevent and detect fraud as well as other irregularities. The Internal Audit is conducted periodically across all locations of the Company by independent firms of Chartered Accountants which verify and report on the efficiency and effectiveness of internal controls.
The Management is responsible for the Companys 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 Report.
CASH FLOW STATEMENT
In terms of Regulation 34 of the Listing Regulations and other applicable laws, the Cash Flow Statement has been presented under the indirect method as prescribed in Indian Accounting Standard 7 (Ind AS-7) read with Section 133 of the Companies Act, 2013 and the relevant rules framed thereunder forming part of the Financial Statements.
SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES
The Company, as on 1 April 2025, had eight (8) subsidiaries namely, AXL-Exploration Private Limited, Anjaney Minerals Limited, Salanpur Sinter 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.
During the financial year 2025-2026, the Company had entered into a Share Purchase Agreement (SPA) for the acquisition of 80% equity share capital of Goldtree Impex Private Limited (GOLDTREE). On completion of the conditions precedent to the SPA, Goldtree became a subsidiary of the Company effective from 12 May 2025. The acquisition was carried out for a purchase consideration of ?0.02 crore.
Further, pursuant to an Agreement for Sale and Purchase of Equity Shares of Goldtree Impex Private Limited dated 16 March 2026, Maithan Ferrous Private Limited (a subsidiary of the Company) has acquired 100% Equity Share Capital of Goldtree and consequently, Goldtree became a wholly owned step-down subsidiary of the Company with effect from 25 March 2026.
Further, during the financial year 2025-2026, the Company had incorporated four (4) subsidiaries including three (3) wholly-owned subsidiaries, to support its diversification and future growth initiatives.
Brief details of the newly incorporated companies are as follows:
a) Maithan Fresh Private Limited and Maithan Nutrition Private Limited
were incorporated on 6 June 2025 and 25 July 2025, respectively, as wholly-owned
subsidiaries, with the primary objective to explore the opportunities available in the
agriculture including food processing and real estate sectors.
b) Maithan Capital Limited was incorporated on 18 December 2025, as a wholly-owned
subsidiary, to undertake Non-Banking Financial Company activities.
c) Maithan Electronics Private Limited was incorporated on 27 January 2026 as a
subsidiary, with the objective of setting up a manufacturing unit for electronic and
electrical products, including wires and cables.
There was no material change in the nature of the business of the subsidiaries during the financial year 2025-2026.
None of the Companies has ceased to be the Companys subsidiary during the financial year 2025-2026 save & except, IMPEX that stood merged into the Company from the appointed date i.e. 31 March 2024, effective from 30 June 2026.
Accordingly, as on 31 March 2026, the Company had twelve (12) subsidiaries namely, AXL-Exploration Private Limited, Anjaney Minerals Limited, Salanpur Sinter Private Limited, Maithan Ferrous Private Limited, Ramagiri Renewable Energy Limited, Dadhichi Rail & Defence Operations Limited, Eloise Builders & Constructions Private Limited, Maithan Fresh Private Limited, Maithan Nutrition Private Limited, Maithan Capital Limited, Maithan Electronics Private Limited and Goldtree Impex Private Limited (step down wholly-owned subsidiary).
Maiuni Ventures LLP was incorporated on 20 March 2025 and a Limited Liability Partnership Agreement (LLP Agreement) was entered into between the Company and Unicorn India Ventures Services LLP on 8 April 2025.
During the current financial year, the Company has incorporated a limited liability partnership namely Maithan Estates LLP.
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 2025-2026.
None of the Companies has become or ceased to be the Companys Joint Venture or Associate Company during the financial year 2025-2026.
Further, Maithan Ferrous Private Limited, a subsidiary of the Company became a material subsidiary consequent upon meeting the criteria of Material Subsidiary in terms of Regulation 16(1)(c) of the Listing Regulations, as on 31 March 2026. Other subsidiary Companies are non-material subsidiaries of the Company.
The Policy on Material Subsidiary is available on the website of the Company. The link for the said policy is https://www.maithanalloys.com/wp-content/uploads/2025/08/Policy-on-Material-Subsidiary.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 to the Financial Statement of the Company.
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 subsidiaries, are available on the Companys website at www.maithanalloys.com.
The audited accounts of the subsidiary companies are available for inspection by any Member on any working day during 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.
The financial highlights of the subsidiaries of the Company during the financial year 2025-2026 are as follows:
1. AXL-Exploration Private Limited (AXL)
2. Anjaney Minerals Limited (AML)
3. Salanpur Sinters Private Limited (SSPL)
4. Maithan Ferrous Private Limited (MFL)
5. Ramagiri Renewable Energy Limited (RREL)
6. Dadhichi Rail & Defence Operations Limited (DRDO)
7. Eloise Builders & Constructions Private Limited (ELOISE)
8. Maithan Fresh Private Limited (MFRESH)
9. Maithan Nutrition Private Limited (MNUTRITION)
10. Maithan Capital Limited (MCAPITAL)
11. Maithan Electronics Private Limited (MELECTRONICS)
12. Goldtree Impex Private Limited (GOLDTREE)
All the above subsidiary companies are unlisted non-material subsidiaries of the Company in terms of Regulation 16(1)(c) read with Regulation 24(1) of the Listing Regulations. The contribution of the subsidiary Companies, to the overall performance of the Company are insignificant save & except MFPL, which has recorded a turnover of ?395.07 crore with a profit (including comprehensive income) of ?36.29 crore during the financial year 2025-2026. Accordingly, MFPL became a material subsidiary, as its turnover exceeded the prescribed threshold limit of 10% of the consolidated turnover of the Company and its subsidiaries as on 31 March 2026.
Maiuni Ventures LLP (Maiuni) was incorporated on 20 March 2025. During the financial year 2025-2026, Maiuni has reported a loss of ?0.01 crore. The net worth of Maiuni as on 31 March 2026 stood at ?128.00 crore.
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, Ramagiri Renewable Energy Limited, Dadhichi Rail & Defence Operations Limited, Eloise Builders & Constructions Private Limited, Maithan Fresh Private Limited, Maithan Nutrition Private Limited, Maithan Capital Limited, Maithan Electronics Private Limited and Goldtree Impex 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 its subsidiaries and entity controlled by it, for the financial year 2025-2026 pursuant to the provisions of Section 129 of the Companies Act, 2013 read with rules framed thereunder and forms part of this Report.
STATUTORY AUDITORS REPORT
The Statutory Auditors Report read along with the notes on accounts is self-explanatory and therefore, does not call for any further comments. The Statutory Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer. During the financial year 2025-2026, the Statutory Auditor has 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 37th Annual General Meeting to hold office till the conclusion of the 42nd Annual General Meeting to be held in the year 2027.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Pursuant to Section 204 of the Companies Act, 2013, the rules framed thereunder and Regulation 24A of the Listing Regulations, Patnaik & Patnaik, Company Secretaries (Firm Registration No. P2017WB064500) were appointed as the Secretarial Auditor of the Company at the 40th Annual General Meeting 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.
Further, the Secretarial Audit Report as submitted by the Secretarial Auditor for the financial year 2025-2026 is annexed herewith as Annexure-B.
There is no qualification, reservation, adverse remark or disclaimer in the said Secretarial Audit Report given by the Secretarial Auditor and therefore, it does not call for any further comments.
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 were made and maintained by the Company during the financial year 2025-2026. 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 2026-2027. Their remuneration is subject to the ratification by the shareholders at the 41st Annual General Meeting of the Company.
The necessary resolution seeking approval of the Members for ratifying the remuneration of S. K. Sahu & Associates, Cost Accountants for the financial year 2026-2027 has been incorporated in the Notice convening the 41st Annual General Meeting of the Company.
ANNUAL RETURN
A copy of the Annual Return of the Company referred to in Section 92(3) of the Companies Act, 2013 is available on the Companys 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 the 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
| Name | Designation | Ratio of remuneration | % increase in remuneration |
| Mr. Subhas Chandra Agarwalla * | Chairman & Managing Director | 886.57 | 304.16 |
| Mr. Subodh Agarwalla | Whole-time Director & Chief Executive Officer | 879.79 | 401.33 |
| Mr. Sudhanshu Agarwalla | President & Chief Financial Officer | N.A. | 319.17 |
| Mr. Rajesh K. Shah | Company Secretary | N.A. | 4.97% |
N.A. = Not Applicable
* The remuneration structure of Mr. Subhas Chandra Agarwalla remained unchanged during the period under review. However, his total remuneration for the financial year 2025-2026 increased due to the variable pay component calculated as a percentage of the Companys profits.
The Non-Executive Directors (including Independent Directors) of the Company are entitled to sitting fees for attending the meetings of the Board and Committees of the Board, within the statutory limits provided under the Companies Act, 2013. The details of the remuneration of each Non-Executive Director have been provided in the Report on Corporate Governance. The ratio of the remuneration of the said Non-Executive Directors to the median remuneration of the employees of the Company and the percentage increase in remuneration of the said Non-Executive Directors, during the financial year 2025-2026 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 percentage increase in the median remuneration of the employees of the Company in the financial year 2025-2026 was 7.28%.
(c) the number of permanent employees on the rolls of Company
There were 446 employees as on 31 March 2026 on the payroll of the Company.
(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 2025-2026 on the basis of entitlement was 11.86%.
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 profits of the 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, the cost of living, individual performance of the employee during the financial year, etc.
The remuneration structure of Mr. Subhas Chandra Agarwalla, Chairman & Managing Director remained unchanged during the period under review. However, his total remuneration for the financial year 2025-2026 increased due to the variable pay component calculated as a percentage of the Companys profits.
The Members of the Company by passing a special resolution through a postal ballot on 28 December 2024 approved the alteration in the variable pay of Mr. Subodh Agarwalla, Whole-time Director and Chief Executive Officer with effect from 1 April 2025, consequent upon the increase in other business activities of the Company and general inflation. His maximum variable pay ceiling was increased from 2.00% to 2.50% of the net profits of the Company to be computed in the manner laid down under Sections 197 & 198 of the Companies Act, 2013 read with the Rules framed thereunder.
(e) affirmation that the remuneration is as per the remuneration policy of the Company
It is hereby affirmed that the remuneration paid during the financial year 2025-2026 is as per the Remuneration Policy of the Company.
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 the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure-C.
In terms of the provisions of Section 197(14) of the 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 the Company during the financial year 2025-2026.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS 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 loans and advances to its subsidiaries and other bodies corporate. Please refer to Note Nos. 11, 20, 54(b), 54(c) and 60 to the Revised Standalone Financial Statement.
(ii) Details of Investments: During the financial year 2025-2026, the Company has deployed its funds for the acquisition of equity shares of other listed entities/companies with a view to reap short-term and long-term benefits. The Company has also availed portfolio management services to deploy its available funds for the acquisition of equity shares of listed entities/companies.
Further, the Company has also acquired equity shares of unlisted companies through share purchase agreements, arrangements and/or subscription to the Memorandum of Association/further issue.
The investments have been made with a view to effectively utilize the available funds and garner higher returns.
Please refer to Note Nos. 9, 10 and 16 to the Revised Standalone Financial Statement.
(iii) Details of Guarantees given or Securities provided: The Company has not given any guarantee or provided any security to any third party in connection with any loan availed by any other body corporate or persons as on 31 March 2026.
Please refer to Note No. 60(ii) to the Revised Standalone Financial Statement.
The disclosures relating to the particulars of the loans given, investments made or guarantees given or securities provided, as required under Section 186 of the Companies Act, 2013, Regulation 34(3) and Schedule V of the Listing Regulations along with the purpose thereof, has been provided in Note No. 60 to the Revised Standalone Financial Statement forming part of this Report.
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 complied with the provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has neither received any complaint in respect of sexual harassment during the financial year 2025-2026 nor any complaint was pending at the beginning or end of the financial year 2025-2026.
COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961
During the financial year 2025-2026, the Company has complied with the provisions of The Maternity Benefit Act, 1961 to the extent applicable.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Your Company always strives to enter into transactions with its related parties in the ordinary course of its business and on arms length basis. The management believes that the related party transactions are on arms length basis as referred to under Section 188 of the Companies Act, 2013. There were contract, arrangement or transactions entered into by the Company with its related parties, as provided under Section 188(1) of the Companies Act, 2013 based on various business exigencies such as liquidity, profitability and capital resources, during the financial year 2025-2026.
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 Revised 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 entity belonging to the Promoter or Promoter Group of the Company, holding ten percent (10%) or more of the Equity Shares of the Company, has been disclosed in Note No. 54 to the Revised Standalone Financial Statement forming part of this Report.
The disclosure of related party transactions, as required in terms of Section 134 of the Companies Act, 2013, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, containing the particulars of contracts or arrangements entered into by the Company with related parties referred to in Section 188(1) of the Companies Act, 2013, in prescribed Form No. AOC-2, is annexed herewith as Annexure-E. The details of the transactions with related parties during the financial year 2025-2026 are provided in the Note No. 54 to the Revised 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 30 January 2026, based on the recommendation of Audit Committee, approved a limit of ?600 crore for the proposed material related party transactions with Maithan Ferrous Private Limited during the financial year 2026-2027, subject to the approval of the shareholders of the Company. Subsequently, the said limit of ?600 crore was enhanced to ?800 crore by the Board at its meeting held on 13 August 2026. Further, the Board at its meeting held on 13 August 2026, based on the recommendation of Audit Committee, also approved a limit of ?500 crore for the proposed material related party transactions with Maithan Ferrous Private Limited during the period April-September, 2027, subject to the approval of shareholders of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report of financial conditions and results of operations of the Company for the financial year 2025-2026, as stipulated under Regulation 34 of the Listing Regulations, is given as a separate Section in this Annual Report on Page No. 1 and forms part of this Report.
CORPORATE GOVERNANCE
Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, a Report on Corporate Governance is annexed herewith as Annexure-F.
COMPLIANCE CERTIFICATE
The Company has obtained a Compliance Certificate from Mr. Sankar Kumar Patnaik, Partner of Patnaik & Patnaik, Practising Company Secretaries, regarding the compliance with the provisions of Corporate Governance as required under the Listing Regulations. The same is annexed herewith as Annexure-G.
AFFIRMATION OF CODE OF CONDUCT
The Board has approved the Code of Conduct for Board Members and Senior Management Personnel and the same has been posted on the Companys website. The Directors and the Senior Management Personnel of the Company have submitted their declarations, confirming compliance with the provisions of the said Code of Conduct during the financial year 2025-2026. A declaration to this effect, signed by the Whole-time Director and Chief Executive Officer of the Company is annexed herewith as Annexure-H.
CHIEF EXECUTIVE OFFICER / CHIEF FINANCIAL OFFICERS CERTIFICATION
The Whole-time Director and Chief Executive Officer and the President and Chief Financial Officer of the Company have certified to the Board on the prescribed matters as required under Regulation 17(8) read with Part B of Schedule II to the Listing Regulations and the said certificate was considered by the Board at its meeting held on 4 August 2026.
DISCLOSURES WITH RESPECT TO THE DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT
The disclosures required pursuant to Clause F of Schedule V read with Regulation 34(3) of the Listing Regulations are not applicable to the Company.
DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES
The information required to be disclosed pursuant to Clause 5A of paragraph A of Part A of Schedule III of the Listing Regulations is not applicable, since the Company has not received any intimation in respect of any agreement specified under the said Clause.
Further, the Company has not received any intimation in respect of any agreements that subsisted as on the date of notification of the said Clause 5A.
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-I.
APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE FINANCIAL YEAR ALONGWITH THE STATUS AS AT THE END OF THE FINANCIAL YEAR
During the financial year 2025-2026, the Company has neither made any application under the Insolvency and Bankruptcy Code, 2016, nor had any proceeding pending under the said Code at the end of the financial year 2025-2026.
VALUATION
During the financial year 2025-2026, the Company has not entered into any one-time settlement with any Bank or Financial Institution. Consequently, the details of any differences in valuation or the reasons thereof has not been provided.
COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India on General Meetings and Meetings of the Board.
TRANSFER OF SHARES AND UNPAID/ UNCLAIMED DIVIDENDS TO THE 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 the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as applicable, the Company has transferred the unpaid/unclaimed dividends declared for the financial year 2017-2018 amounting to ?69,402/- to the IEPF during the financial year 2025-2026. Further, a statement containing the details of the dividends declared for the financial years 2018-2019 to 2024-2025 that remains unpaid/unclaimed is available on the website of the Company at www.maithanalloys.com.
B. Transfer of Shares to the IEPF
Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as applicable, all shares in respect of which dividends have remained unpaid/unclaimed for seven (7) consecutive years or more are required to be transferred to the IEPF. Accordingly, 11 equity shares of the Company belonging to three (3) shareholders in respect of which the dividend (as declared by the Company) remained unpaid/unclaimed for seven (7) consecutive years were transferred to the IEPF during the financial year 2025-2026. The Company has transferred 6,723 shares in aggregate to the IEPF till 31 March 2026.
A statement containing the details in respect of the shares so transferred, including the names of the shareholders, folio numbers or DP ID/Client ID is available on the website of the Company at www.maithanalloys.com.
Further, any person whose shares and unclaimed dividends are transferred to the IEPF may claim the same by submitting an online application in Form IEPF-5, available at www.iepf.gov.in, by following the procedure as prescribed under the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.
The 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 dividends only in electronic mode. Accordingly, the payment of dividend (as and when declared), subject to approval at the Annual General Meeting, shall be paid to physical shareholders only after the above details are updated in their folios. Shareholders are requested to complete their KYC by writing to the Companys Registrar and Share Transfer Agent (RTA), Maheshwari Datamatics Pvt. Ltd. The forms for updating the same are available on the Companys website at www.maithanalloys.com and the RTAs website at www.mdpl.in.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of the 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 relating to 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 safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(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, co-operation 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 |
| Place: Kolkata Date: 13 August 2026 |
S.C. Agarwalla Chairman & Managing Director DIN: 00088384 |
Subodh Agarwalla Whole-time Director & CEO DIN: 00339855 |
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