Meenakshi Steel Industries Ltd Directors Report

To,
The Members
Meenakshi Steel Industries Limited

The Directors of your Company are pleased to present their Forty-First Annual Report and the Audited Financial Statements for the financial year ended 31st March, 2026.

FINANCIAL RESULTS

The financial performance of the Company, for the financial year ended 31st March, 2026 is summarized below:

Rs. in Lacs

Particulars	Standalone FY 2025-26	Standalone FY 2024-25	Consolidated FY 2025-26	Consolidated FY 2024-25
Revenue from Operations	1,880.65	1,833.07	1,880.65	1,833.07
Other Income	21.85	38.09	21.85	38.09
Total Income	1,902.50	1,871.16	1,902.50	1,871.16
Expenditure	1,713.81	1,760.77	1,713.81	1,760.77
Profit/(Loss) before tax	188.69	110.39	188.69	110.39
Share in Profit/(Loss) of Associates	--	--	6.21	(3.08)
Tax Expenses	(52.00)	(21.60)	(52.00)	(21.60)
Excess/(Short) Tax provisions	0.01	(4.67)	0.01	(4.67)
Profit/(Loss) after Tax	136.70	84.12	142.91	81.04
Other Comprehensive Income/(Loss)	(377.32)	22.66	(377.32)	22.66
Total Comprehensive Income/(Loss) for the year	(240.62)	106.78	(234.41)	103.70

INDIAN ACCOUNTING STANDARDS (IND AS)

The Financial Statement for the year 2025-26 have been in accordance with IND AS, prescribed under section 133 of the Act, read with the relevant rules issued thereunder and the other recognized accounting practices and policies to the extent applicable.

PERFORMANCE REVIEW

On a consolidation basis, the Total Income for the financial year 2025-26 Rs. 1,902.50 Lakh (Previous Year 1871.16 Lakh) and Profit After Tax before comprehensive Income was Rs. 142.91 Lakh (Previous year Profit After tax before comprehensive income was Rs. 81.04 Lakh)

MEENAKSHI STEEL INDUSTRIES LIMITED – DIRECTORS REPORT (Page 2)

On a standalone basis, the Total Income for the financial year 2025-26 Rs. 1,902.50 Lakh (Previous Year 1,871.16 Lakh) and Profit After Tax before comprehensive Income was Rs. 136.70 Lakh (Previous year Profit After tax before comprehensive income was Rs. 84.12)

The Company is engaged in the business of Financing and Investment activities. There have been no material changes in the business of the Company during the financial year.

FINANCE

Your Company has made provisions for sufficient borrowing facilities to meet its long-term and short-term requirement in order to support the business operations.

DIVIDEND

To conserve the resources, your directors do not recommend any dividend for the year under review.

TRANSFER TO RESERVES

During the financial year 2025-26, the Company has transferred Rs. 27.34 Lakh (Previous year Rs.16.82) to Special Reserve Fund under RBI Act, 1934.

PUBLIC DEPOSIT

During the year, the Company has not accepted or renewed any deposit from the public as covered under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report.

SHARE CAPITAL

The Authorised Share Capital as on 31st March, 2026 was Rs.2,00,00,000/- (Rupees Two Crore Only) divided into 20,00,000 Equity Shares of Rs. 10/- each.

There has been no change in the Share Capital of the Company during the financial year 2025-26.

The Issued Share Capital as on 31st March, 2026 was Rs 1,99,20,000/- (Rupees One Crore Ninety Nine Lakh Twenty Thousand Only) divided into 19,92,000 Equity Shares of Rs. 10/- each.

SUBSIDIARY

As at the end of the year under review i.e. on 31st March, 2026 and also as on the date of this report, your Company does not have any Subsidiary.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2025 is available on the website www.meenakshisteei.in

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1. Sushree Trading Limited (Associate Company) Sushree Trading Limited (Sushree) registered with Reserve Bank of India as Non-Banking Financial Company (NBFC) in the category of the Company not accepting / holding public deposits.

The total revenue of Sushree during the financial year 2025-26 was Rs. 69.42 Lakh. The Company Net Profit After Tax is Rs. 17.02 Lakh.

The Company does not have any Joint Venture.

The details of the Companys subsidiary, associate and Joint Venture Company as on 31st March, 2026 is given under Annexure 1.

PARTICULARS OF EMPLOYEES

There was no employee in the company drawing remuneration in excess of the limits set out in the Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, the disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report as "Annexure-2".

Furthermore, the disclosures pertaining to remuneration and Top Ten Employees details are provided in the Annual Report as "Annexure-3".

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause (B) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, A detailed Management Discussion and Analysis Report on the Financial Conditions and Result of operations of the Company is included in this Annual Report under the heading "Annexure-4".

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, the Company had not entered into any transactions as enumerated in section 188 of the Companies Act, 2013 and rules made thereunder with the related party as defined under section 2(76) of the Act.

MEENAKSHI STEEL INDUSTRIES LIMITED – DIRECTORS REPORT (Page 4)

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

There are no significant material orders passed by the regulators/courts/tribunals which would impact the going concern status of the Company and its future operations.

CEO/CFO CERTIFICATION

As required by Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The CEO / CFO certificate for the financial year 2023-24 has been submitted to the Board and the copy thereof is contained in the Annual Report.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope, function and authority of the Internal Auditors is defined in their letter of engagement. To maintain its objectivity and independence, the internal Auditor reports to the Chairperson of Audit Committee of the Board and to the Managing Director.

The Internal Auditor monitors and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

RISK MANAGEMENT

The Company operates in conditions where economic environment and social risk are inherent to its businesses. In managing risk, it is the Companys practice to take advantage of potential opportunities while managing potential adverse effects.

The various elements of risk which the Directors think, that may threaten the existence of the Company are:

a) Financial Risk: Financial risk generally arises due to instability and losses in the financial market caused by movements in stock prices, currencies, interest rates and more.

b) Liquidity Risk: It is the risk that the Company will be unable to meet its financial commitment to a Bank/Financial Institution in any location, any currency at any point in time. The risk stemming from the lack of marketability of an investment that cannot be bought or sold quickly enough to prevent or minimize a loss.

c) Credit Risk: The risk of loss of principal or loss of a financial reward stemming from a borrowers failure to repay a loan or otherwise meet a contractual obligation.

d) Time Risk: To compensate for non-receipt of expected inflow of funds.

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In line with Listing Regulations and as per the requirement of Section 134(3) (n) of the Companies Act, 2013 read with the rules made there under, as amended, the Company has not identified any element of risk which may threaten the existence of the Company.

REMUNERATION POLICY

The Nomination and Remuneration Policy of the company as mandated under Section 178 (3) (4) of the Companies Act, 2013 is available on the website of the company.

CORPORATE SOCIAL RESPONSIBILITY

Based on the Audited Financial Statement for the year ended 31st March, 2026 is Rs. 188.69 Lakh which is less than Rs. 500.00 Lakh, the provisions of section 135 of the Companies Act, 2013 with respect to Corporate Social Responsibility are not applicable to the Company during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors make the following statement and confirm that: -

i) in the preparation of the annual accounts for the year ended 31 March 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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 as at 31 March 2026 and of the Profit of the Company for year ended on that date;

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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 and that such internal financial controls are adequate and are 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.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated a Vigil Mechanism (Whistle Blower Policy) for its directors and employees of the Company for reporting genuine concerns about unethical practices and suspected or actual fraud or violation of the code of conduct of the Company pursuant to the provisions of Section 177 of the Companies Act, 2013 read with the rules made thereunder. This vigil mechanism shall provide a channel to the employees and Directors to report to the management, concerns about unethical behavior, and also provide for adequate safeguards against victimization of persons who use the mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional. The practice of the Vigil Mechanism

MEENAKSHI STEEL INDUSTRIES LIMITED – DIRECTORS REPORT

/Whistle Blower Policy is overseen by the Audit Committee of the Board and no employee has been denied access to the Committee.

The Company will take appropriate action for its resolution. During the year, no whistle blower event was reported and mechanism is functioning well.

CODE OF CONDUCT

Companys Board has laid down a Code of Conduct for all the Board Members and Senior Management Personnel of the Company. The Code of Conduct is available on the Companys website www.meenakshisteeel.in. All Board Members and Senior Management Personnel have affirmed compliance with Code of Conduct for Board Members and Senior Management during the financial year 2025-26. The declaration in this regard has been made by the Management Director which forms the part of this report as an annexure.

CORPORATE GOVERNANCE

Your company has been proactive in following the principle and practice of good corporate governance. The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Regulation 27(2)(a) of the Listing Regulations of the Stock Exchanges are complied with.

A separate statement on corporate governance is annexed as a part of the Annual Report along with the Secretarial Auditors certificate on its compliance. A report in the form of Management Discussion and Analysis, pursuant to Regulation 27(2)(a) of the Listing Regulations, as a part of this report forms a part of the Annual Report. (Annexure 6)

DISCLOSURE OF SECRETARIAL STANDARD BY DIRECTORS

The company complies with all applicable standards issued by the institute of Company Secretaries of India. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

PREVENTION OF INSIDER TRADING

The Company has adopted the Code of conduct for prevention of Insider Trading with view to regulate trading in securities by Directors and designated employees of the Company. The Code of conduct require pre-disclosure for dealing in Companys Shares and prohibit the purchase or sale of Companys shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when trading window is closed. The Board is responsible for implementation of the code. All Board of Directors and the designated employees have confirmed the compliance of code.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees or investments covered under the provisions of Section 186 of the Companies Act, 2013, if any, are given in the Audited Financial Statements, wherever applicable.

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

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption, and research and development are not applicable to the Company.

There were no foreign exchange earnings and outgoings during the year under review.

DIRECTORS AND KMP

Mrs. Sudha Jajodia (DIN - 00376571) who is retiring by rotation at this Annual General Meeting is to be re-appointed. His involvement with the affairs of the Company is beneficial to the Company as well as Stakeholders.

The term of Mrs. Shivangi A. Jogani (DIN- 08370325) as Managing Directors, is expiring at the conclusion of ensuing 41st Annual General Meeting. Mrs. Jogani is not disqualified from being appointed as Director or Managing Director in terms of section 164 of the Companies Act, 2013. She as communicates her willingness and given her consent for re-appointment. Further She satisfy all the conditions as set out in section 196(3) of the Act and Part-I of Schedule V thereof and hence eligible for re-appointment.

Mrs. Jogani, is a graduate in Commerce and has expertise in Management, Accountancy and Commercial Law. The Nomination and Remuneration Committee has recommended her appointment as Managing Director for the period of Five year from conclusion of 41st AGM till the conclusion of 46th AGM at the ensuing 41st Annual General Meeting.

During the period under review, Mr. Rajgopal Dhoot and Mr. Arvind Kumar Newar ceased to be Non-Executive Independent Director with effect from 01.10.2025 due to expiry of their terms of five years AND Mr. Teja M. Vyas & Mr. Giriraj Maheswari appointed as Non-Executive Independent Director with effect from 01.10.2025 for the consecutive term of five years.

PERFORMANCE EVALUATION

The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration Committee to formulate the process of evaluating the performance of Individual Directors, Committees of the Board and the Board as whole.

The Nomination and Remuneration Committee of the Company also evaluated the performance of all individual Directors on various parameters such as level of participation of Directors, preparing themselves well in advance to take active participation at the meeting(s), level of knowledge and expertise etc.

All the Independent Directors of the Company also had a separate meeting on 11th February, 2026 to review the performance and evaluation of Non-Independent Directors and Board as a whole.

MEENAKSHI STEEL INDUSTRIES LIMITED – DIRECTORS REPORT (Page 8)

The Board after taking into consideration the evaluation as done by Nomination and Remuneration Committee and by Independent Directors, carried out an annual evaluation of its own performance and that of its Committees and individual Director. The overall outcome of such evaluation is that the Board, its committees and individual Directors have performed effectively and satisfactorily.

DECLARATION OF INDEPENDENT DIRECTOR

All the Independent Director have confirmed to the Board that they meet the criteria of Independence as specified under section 149(6) of the Companies Act, 2013 and they qualify to be an Independent Director pursuant to the Rule 5 of the Companies (Appointment and Qualification of Directors), Rule 2014. The Independent Directors have also confirmed that they meet the requirements of "Independent Director" as mentioned under Regulation 16(1)(b) of the Listing Regulations.

BOARD MEETINGS

During the year under review the Company held Seven (7) meetings of the Board of Directors as per Section 173 of Companies Act, 2013 on 11th April 2025, 29th May 2025, 8th August 2025, 2nd September 2025, 1st October 2025, 10th November 2025 and 11th February 2026.

The frequency of board meetings and quorum at such meetings were in accordance with the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and compliances of Secretarial Standards-1 (SS1) on Meeting of the Board of Directors issued by ICSI. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013, the Listing Regulations and SS-1.

BOARD COMMITTEE - AUDIT COMMITTEE

The Audit Committee is constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. Members of the Audit Committee possess financial / accounting expertise / exposure. Further, all the recommendations made by the Audit Committee were duly accepted by the Board of Directors. The Company Secretary is acting as Secretary of this Committee.

The Composition of Audit Committee as on 31.03.2026 are as under:

Sr. No. Name of the Director	Position	Category
1 Mr. Rajgopal R. Dhoot	Chairman	Independent Director (Ceased with effect from 01.10.2025)
2 Mr. Tejas M. Vyas	Chairman	Independent Director (Appointed with effect from 01.10.2025)
3 Mr. Arvind Kumar Newar	Member	Independent Director (Ceased with effect from 01.10.2025)
4 Mr. Giriraj Maheswari	Member	Independent Director (Appointed with effect from 01.10.2025)
5 Ms. Shivangi Jogani	Member	Managing Director

MEENAKSHI STEEL INDUSTRIES LIMITED – DIRECTORS REPORT (Page 9)

Four meetings of the Audit Committee were held during the financial year 2025-26 on 29th May 2025, 8th August 2025, 10th November 2025 and 11th February 2026. The accounts and financial positions were perused by the Audit Committee and thereafter placed before the Board for their consideration.

BOARD COMMITTEE - NOMINATION AND REMUNERATION

The Nomination and Remuneration Committee is constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. Members of the Nomination and Remuneration Committee possess sound expertise / knowledge / exposure. The Company Secretary of the Company is the Secretary of this committee.

The Composition of Audit Committee as on 31.03.2026 are as under:

Sr. No.	Name of the Director	Position	Category
1	Mr. Rajgopal R. Dhoot	Chairman	Independent Director (Ceased with effect from 01.10.2025)
2	Mr. Tejas M. Vyas	Chairman	Independent Director (Appointed with effect from 01.10.2025)
3	Mr. Arvind Kumar Newar	Member	Independent Director (Ceased with effect from 01.10.2025)
4	Mr. Giriraj Maheswari	Member	Independent Director (Appointed with effect from 01.10.2025)
5	Mrs. Sudha Jajodia	Member	Non-Executive Non Independent

Two meetings of the Nomination and Remuneration Committee were held during the financial year 2025-26 on 2nd September, 2025 and 11th February, 2026.

BOARD COMMITTEE - STAKE HOLDERS RELATIONSHIP COMMITTEE

The Stake Holders Relationship Committee is constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. The Company Secretary of the Company is the Secretary of this committee.

The Composition of Stakeholder Relationship Committee as on 31.03.2026 are as under:

Sr. No.	Name of the Director	Position	Category
1	Mrs. Sudha Jajodia	Chairman	Non-Executive Non Independent
2	Mr. Rajgopal Dhoot	Member	Independent Director (Ceased with effect from 01.10.2025)
3	Mr. Tejas M. Vyas	Member	Independent Director (Appointed with effect from 01.10.2025)
4	Mr. Arvind Kumar Newar	Member	Independent Director (Ceased with effect from 01.10.2025)
5	Mr. Giriraj Maheswari	Member	Independent Director (Appointed with effect from 01.10.2025)

One meetings of the Stake Holder Relationship Committee were held during the financial year 2025-26 on 11th February, 2026.

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At the Annual General Meeting held on 28th September, 2022 M/s VRSK & Co. LLP (Vijay R. Tater & Co.) Chartered Accountants were appointed for the first term of Five years from the conclusive of 37th Annual General Meeting to the conclusion of 42nd Annual General Meeting.

As per the requirement of the Companies Act, 2013 ("the Act") as amended, M/s VRSK & Co. LLP (Vijay R. Tater & Co.) Chartered Accountants have given their consent to act as the Statutory Auditors of the Company and confirmed that appointment, if made would be within the limits specified under section 141(3)(g) of the Act and it is not disqualified to be appointed as Statutory Auditor in terms of the provisions of the Section 139 and 141 of the Act and the rules made thereunder.

AUDITORS REPORT

The observation of the Auditors in their report read with relevant notes on the accounts, as annexed are self-explanatory and do not call for any further explanation under section 134(3)(f)(i) of the Companies Act, 2013. The Auditors Report does not contain any qualification, reservation or adverse remark or reporting of any fraud.

SECRETARIAL AUDITOR

Further, pursuant to the provisions of Regulations 24A and other applicable provisions of Listing Regulations read with Section 204 of the Act and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and on recommendation of the Audit Committee, the Board of Directors at their meeting held on September 3, 2025 recommended the appointment of M/s Girish Murarka & Co. Practicing Company Secretaries as Secretarial Auditors for the period of Five consecutive years commencing from the financial year 2025-26 till financial year 2029-30. The resolution seeking the Members approval for the appointment of Secretarial Auditor of the Company form part of the Notice.

At 40th Annual General Meeting held on 30th September, 2025 M/s Girish Murarka & Co., Practicing Company Secretary was appointed as Secretarial Auditor for the period of Five consecutive years commencing from the financial year 2025-26 till financial year 2029-30.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors not Secretarial Auditors has reported to the Audit Committee under Section 143(12) of the Act, any instance of fraud committed in the Company by its officers or employees.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the rules made thereunder the Board of Directors had approved the appointment of M/s Siddhant Goyal and Company, Chartered Accountants, as "Internal Auditor" of the company for conducting Internal Audit for the financial year 2025-26. The Internal Audit Reports for each quarter were received by the Company and the same were reviewed by the Audit Committee and Board of Directors.

The Board has appointed M/s SIDDHANT GOYAL AND COMPANY, Chartered Accountants, as Internal Auditor for the financial year 2026-27.

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2013 are not applicable to the Company.

OTHER DISCLOSURES

Your Company has not issued:

• Any shares with differential rights;
• Any sweat equity shares

There are no significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operation in future. There were no material changes and commitments affecting the financial position of your Company between the end of the financial year and the date of this report. There was no revision in the financial statements. Your Company has not received any complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

APPRECIATION

Your Directors express their deep sense of gratitude to the banks, financial institutions, stakeholders, business associates, Central and State Governments for their co-operation and unstinted support received from them during the year and look forward to their continued support in future.

For and on behalf of the Board of Directors of Meenakshi Steel Industries Limited

Place: Mumbai

Date: September 2, 2026

Sd/-

Shivangi A. Jogani

Managing Director

(DIN: 08370325)

Sd/- Sudha Jajodia Director (DIN: 00376571)