Maithan Alloys Ltd Directors Report

Dear Members,

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

FINANCIAL HIGHLIGHTS

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

( in crore)	Standalone		Consolidated
	2024-2025	2023-2024	2024-2025	2023-2024
Revenue from operations	1819.65	1723.00	1805.61	1728.64
Other income	726.62	356.94	720.84	357.52
Total Income	2546.27	2079.94	2526.45	2,086.16
Expenses
Operating expenditure	1651.99	1614.15	1629.09	1614.22
Depreciation and amortisation expense	14.90	15.17	23.29	20.78
Total Expenses	1666.89	1629.32	1652.38	1635.00
Profit before finance cost, tax and exceptional items	879.38	450.62	874.07	451.16
Finance costs	20.91	1.55	21.64	1.63
Exceptional items	Nil	Nil	Nil	Nil
Profit Before Taxes	858.47	449.07	852.43	449.53
Less: Provision for taxation
- Current tax	44.62	72.43	44.72	73.11
- Deferred tax	173.62	25.61	176.80	27.46
Profit After Taxes	640.23	351.03	630.91	348.96

STATE OF COMPANYS AFFAIRS AND OPERATIONS

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

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

Financial year 2024-2025 has witnessed another year of sound financial performance ofthe Company as the Total Income earned by the Company rose to ^2546.27 crore from ^2079.94 crore during the financial year 2023-2024, registering a growth of about 22.42%, whereas the Consolidated Total Income increased to ^2526.45 crore as compared to ^2086.16 crore in the financial year 20232024, registering a growth of about 21.11%.

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

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

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

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

CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY

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

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

OUTLOOK

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

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

None

SCHEME OF MERGER BY ABSORPTION

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

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

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

SHARE CAPITAL

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

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

DIVIDEND

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

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

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

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

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

DIVIDEND DISTRIBUTION POLICY

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

The said Policy is available on the website of the Company at Dividend-Distribution-Policy.pdf.

AMOUNT TRANSFERRED TO RESERVES

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

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

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

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

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

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

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

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

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

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

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

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

Executive Directors and Key Managerial Personnel

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

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

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

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

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

Retirement by rotation

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

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

EVALUATION

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

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

NUMBER OF MEETINGS OF THE BOARD

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

COMMITTEES OF THE BOARD

The details of the following committees of the Board along with their composition and meetings held during the financial year 20242025 are given in the Report on Corporate Governance forming part of this Directors Report.

Audit Committee

Nomination and Remuneration Committee

StakeholdersRelationshipCommittee

RiskManagementCommittee

CorporateSocial Responsibility Committee

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

REMUNERATION POLICY

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

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

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

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

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

The above policy has also been posted on the website of the Company atwww.maithanalloys.com.

VIGIL MECHANISM

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

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

RISK MANAGEMENT

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

The Annual Report on CSR activities during the financial year 20242025, in prescribed form, including the brief contents/salient features of the CSR Policy of the Company, as approved by the CSR Committee is annexed herewith as Annexure-A.

DEPOSITS

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

CREDIT RATING

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

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

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

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

The Management is responsible for the 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 Annual Report.

CASH FLOW STATEMENT

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

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

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

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

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

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

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

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

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

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

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

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

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

HIGHLIGHTS OF PERFORMANCE OF EACH OF THE SUBSIDIARIES

In accordance with Section 136 of the Companies Act, 2013, the audited Financial Statement including the Consolidated Financial Statement together with the related information of the Company and the audited accounts of each of its subsidiary are available on 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 the business hours at the registered office of the Company. The said documents shall be made available on receipt of a written request from a Member of the Company.

AXL-Exploration Private Limited (AXL)

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

Anjaney Minerals Limited (AML)

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

Salanpur Sinters Private Limited (SSPL)

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

Maithan Ferrous Private Limited (MFPL)

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

Impex Metal & Ferro Alloys Limited (IMPEX)

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

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

Dadhichi Rail & Defence Operations Limited (DRDO)

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

Eloise Builders & Constructions Private Limited (ELOISE)

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

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

INDIAN ACCOUNTING STANDARDS

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

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

CONSOLIDATED FINANCIAL STATEMENT

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

AUDITORS REPORT

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

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

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

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

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

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

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

COST RECORDS AND COST AUDIT

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

the Central Government under Section 148(1) of the Companies Act, 2013. Accordingly, such accounts and records are made and maintained by the Company. Further, the Board has re-appointed

S.K. Sahu & Associates, Cost Accountants (Registration No.: 100807) as the Cost Auditor and fixed their remuneration for auditing the cost records of the Company for the financial year 2025-2026. Their remuneration is subject to the approval of Members at the ensuing Annual General Meeting.

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

ANNUAL RETURN

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

MANAGERIAL REMUNERATION

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

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

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	251.52	Note 1
Mr. Subodh Agarwalla	Whole-time Director & Chief Executive Officer	201.22	Note 1
Mr. Sudhanshu Agarwalla	President & Chief Financial Officer	N.A.	Note 1
Mr. Rajesh K. Shah	Company Secretary	N.A.	3.18 %

N.A.=Not Applicable

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

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

the percentage increase in the median remuneration of employees in the financial year -

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

the number of permanent employees on the roll of Company -

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

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

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

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

affirmation that the remuneration is as per the remuneration policy of the Company-

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

PARTICULARS OF EMPLOYEES

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

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

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

None

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

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

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

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

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

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

Details of Guarantees given or Securities provided: The

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

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

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

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

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

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

CORPORATE GOVERNANCE

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

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of financial conditions and result of operations of the Company for the financial year 20242025 as stipulated under Regulation 34 ofthe Listing Regulations is given as a separate section in this Annual Report on Page No. 24 and forms part of this Directors Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

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

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

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

COMPLIANCE OF SECRETARIAL STANDARDS

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

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

Transfer of Unpaid / Unclaimed Dividend

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

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

Transfer of Shares to IEPF

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

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

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

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

DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that:

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

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;

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 &for preventing and detecting fraud and otherirregularities;

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

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

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

ACKNOWLEDGEMENT

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

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

	For and on behalf of the Board of Directors
	S. C. Agarwalla	Subodh Agarwalla
Place: Kolkata	Chairman & Managing Director	Whole-time Director & CEO
Date: 28 May 2025	DIN:00088384	DIN:00339855