Metal Coatings (India) Ltd Directors Report

To

The Members,

Your Directors are pleased to present the 31^st (Thirty-First) Annual Report on the business and operations of Metal Coatings (India) Limited

("the Company" or "MCIL") along with the audited financial statements for the financial year ("FY") ended March 31, 2025.

FINANCIAL PERFORMANCE

The Audited Financial Statements of your Company for the financial year ended March 31, 2025, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

(" SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The Company?s financial performance for the year ended March 31, 2025 is summarized below:

Particulars	For the year ended 31st March, 2025 (2024-25)	For the year ended 31st March, 2024 (2023-24)
Revenue from Operations	16,025.02	16,841.44
Other income	74.78	51.49
Total income	16,099.80	16,892.93
Operating Expenditure	15,494.06	16,518.53
Depreciation and amortization expense	60.55	53.73
Finance Cost	237.41	0.93
Total Expenditure	15,792.02	16,573.19
Profit / loss before Tax Expense	307.78	319.74
Less: Current tax	104.70	87.55
Deferred Tax	(33.88)	(17.64)
Profit for the year	236.96	249.83
Other Comprehensive Income / (loss)	16.65	18.90
Total Comprehensive Income for the year	253.61	268.73
Opening balance of retained earnings	3,062.78	2,794.05
Closing balance of retained earnings	3,316.39	3,062.78

REVIEW OF PERFORMANCE AND STATE OF COMPANY?S AFFAIRS

The Company reported revenue from operations of 16,025.02 lakhs as compared to 16,841.44 lakhs in the previous financial year. This decline reflects the broader challenges faced by the steel industry during the year, including intensified competition, fluctuations in global steel prices, and a slowdown in demand across key domestic and international markets.

Further, the Company reported a net profit of 236.96 lakhs for the financial year ended March 31, 2025, as against 249.83 lakhs in the previous financial year, reflecting a marginal decline. The decrease in profitability was primarily attributable to an increase in finance costs, which exerted downward pressure on the bottom line. Looking forward, the Company is actively exploring strategic initiatives aimed at enhancing financial performance. Key focus areas include improving working capital efficiency, optimizing cost structures, and implementing targeted operational efficiencies. These measures are expected to support profitability and strengthen the Company?s financial resilience in the coming years. The management remains cautiously optimistic about the future prospects and is committed to navigating through these challenging times with resilience and adaptability.

TRANSFER TO RESERVES

As permitted under the Act, the Board does not propose to transfer any amount from Profit & Loss Account to the General Reserve. The closing balance of the retained earnings of the Company for the financial year ended March 31, 2025, after all appropriations and adjustments, was Rs. 3316.39 lakhs.

DIVIDEND

The Board of Directors has recommended a final dividend of 10%, i.e., 1 per equity share of face value 10 each, for the financial year ended March 31, 2025. The proposed dividend is subject to approval by the shareholders at the ensuing Annual General Meeting ("AGM") of the Company.

Upon approval, the dividend will be payable to all shareholders whose names appear in the Register of Members of the Company and to the beneficial owners as per the records furnished by the National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL") as on the record date, i.e., Wednesday, July 23, 2025.

This proposed distribution reflects the Board?s confidence in the Company?s financial stability and its balanced approach of growth and shareholder?s value creation.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the member?s w.e.f. April 1, 2020, and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

RECORD DATE

The Company has fixed Wednesday, July 23, 2025, as the ‘Record Date? for determining entitlement of members for payment of the final dividend for the financial year ended March 31, 2025, if approved in the ensuing AGM by the shareholders of the company.

TRANSFER OF UNCLAIMED DIVIDEND AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer, and Refund) Rules, 2016 ("IEPF Rules"), the amount of unpaid or unclaimed dividends lying in the unpaid dividend account for a period of 7 (seven) years from the date of its transfer to the unpaid dividend account and the underlying equity shares of such unpaid or unclaimed dividends are required to be transferred to the Investor Education and Protection Fund ("IEPF") established by the Central Government. The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal, or Statutory Authority restraining any transfer of the shares.

In this regard and in the interest of the members, the Company has also sent a communication to all the members whose dividends have remained un-encashed, with a request to send the requisite documents to them for claiming the un-encashed dividends. Notices in this regard were also published in the newspapers. As mandated under Rule 5 of the IEPF Rules, the Company has uploaded on its website the relevant details, including the names and last known addresses of such shareholders, the nature and amount of the unpaid dividends, and the due date for transfer to the IEPF. This information is accessible at the Company?s website: www.mcil.net/investors.aspx and on the official website of the IEPF Authority: www.iepf.gov.in.

All corporate benefits accruing on such shares viz. bonus shares, etc. including dividend, except rights shares, shall be credited to IEPF Authority.

The shares and unclaimed dividend transferred to the IEPF can, however, be claimed back by the concerned shareholders from the IEPF Authority after complying with the procedure prescribed under the IEPF Rules. The Member/Claimant is required to make an online application to the IEPF Authority in Form No. IEPF-5 (available on www.iepf.gov.in) along with requisite fees as decided by the IEPF Authority from time to time.

The details of unclaimed dividends and shares transferred to IEPF during FY 2024-2025 are as follows:

Financial year	Dividend declared on	Amount of unclaimed dividend transferred	Number of shares transferred
2016 17	22nd September, 2017	4,90,124/-	5,609

The following table gives information of dates when the amount of dividend is due for transfer to IEPF after March 31, 2025:

Financial Year Ended	Date of Declaration of Dividend	Due to be transferred to IEPF fund
31st March, 2018	19.09.2018	October, 2025
31st March, 2019	24.09.2019	October, 2026

Mrs. Vidushi Srivastava, the Company Secretary and Compliance Officer of the Company is designated as the Nodal Officer under the IEPF Rules. The contact details can be accessed on the website of the Company at https://www.mcil.net/contact.aspx.

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

The Company does not have any of its shares lying in demat suspense account/unclaimed suspense account arising out of public/bonus/right issues as at March 31, 2025. Hence, the particulars relating to aggregate number of shareholders and the outstanding securities in suspense account and other related matters are not applicable.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the period under review, there was no change in the nature of the business of the Company.

SHARE CAPITAL

During the financial year ended March 31, 2025, there was no change in the capital structure of the Company. The authorised share capital of the Company stood at 8,00,00,000/- (Rupees Eight Crores only), comprising of 80,00,000 (Eighty Lakhs) equity shares of 10/- (Rupees Ten only) each. The Paid-up Equity Share Capital of the Company remained at 7,32,68,000/- (Rupees Seven Crores Thirty-Two Lakhs Sixty-Eight Thousand only), comprising of 73,26,800 (Seventy-Three Lakhs Twenty-Six Thousand Eight Hundred) equity shares of 10/- (Rupees Ten only) each. The capital structure continues to reflect a stable equity base, supporting the Company?s long-term strategic and operational objectives.

Further, the company?s equity shares are listed on BSE Limited ("BSE") and at the closure of financial year 2024-25, none of the Directors or Key Managerial Personnel of the Company holds any instruments convertible into equity shares of the Company. All the Shares held by the Promoters are in dematerialized form. The Company has also not issued any shares with differential voting rights or granted any stock options or sweat equity during the financial year 2024-25.

DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company did not have any subsidiaries, joint ventures, or associate companies during the year under review. Accordingly, disclosure of details pertaining to the same is not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, your Company has complied with all the provisions of Section 186 of the Act in respect of loans given and investments made. The particulars of loans given and investments made during the year under review are given in the notes forming part of the financial statements.

NO DEFAULT

During the period under review, the Company has not defaulted in payment of interest and repayment of loans to any of the financial lenders.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes or commitments affecting the financial position of the Company that have occurred subsequent to the close of the financial year and up to the date of this report, except as stated below:

During the period under review, the Company has made a payment of 250.32 lakhs towards the onetime settlement of all outstanding dues under the "Vivadon Ka Samadhan One-Time Settlement Scheme (OTSS)" introduced by the Haryana State Industrial and Infrastructure Development Corporation (HSIIDC). The settlement pertains to the industrial plot situated at Plot No. 113, HSIIDC Industrial Estate, Sector 59, Faridabad 121004.

CREDIT RATING

Your Company?s financial discipline and prudence are reflected in the strong credit ratings assigned by rating agencies. During FY 2024-25, Acuit? Ratings & Research Limited reaffirmed the long-term rating of ‘ACUITE BBB? (read as ACUITE BBB) and the short-term rating of ‘ACUITE A3+? (read as ACUITE A three plus) on the bank facilities of the Company. The outlook is ‘Stable?.

AUDITORS AND AUDITOR?S REPORT

i. Statutory Auditors & their report

The members of the Company, at the Annual General Meeting held on September 16, 2021, approved the appointment of M/s Mehra Goel & Co., Chartered Accountants (Firm Registration No. 000517N), as the Statutory Auditors of the Company, pursuant to the provisions of Section 139 of the Act and Companies (Audit & Auditors) Rules, 2014, for a period of five years commencing from the conclusion of the 27^th Annual General Meeting until the conclusion of the 32^nd Annual General Meeting of the Company to be held in 2026.

The Company has received the consent from the Auditors and confirmation to the effect that they are not disqualified to be appointed as the Auditors of the Company in terms of the provisions of the Act and the rules made thereunder.

A Representative of M/s. Mehra Goel & Co., Chartered Accountants, Statutory Auditor of your Company attended the previous AGM of your Company held on August 14, 2024.

M/s Mehra Goel & Co., Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the financial year 2024-25, which forms part of the Annual Report 2024-25. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the auditors in the Audit Report for the FY ended March 31, 2025, issued by them.

The Statutory Auditors? Report on the accounts of the Company for the accounting year ended March

31, 2025, is self-explanatory and does not call for further explanations or comments that may be treated as adequate compliance with Section 134 of the Act.

No frauds have been reported by the Statutory Auditors during the FY 2024-2025 pursuant to the provisions of Section 143(12) of the Act.

ii. Secretarial Auditors & their report

Pursuant to the provisions of Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and on the recommendation of the Audit Committee, the Board of Directors had re-appointed M/s CPA & Co., Practising Company Secretaries, as Secretarial Auditors to undertake the Secretarial Audit of the Company for the FY 2024-25. The Report given by the Secretarial Auditors is annexed as Annexure I and forms an integral part of this Report.

The Secretarial Audit Report is self-explanatory and does not call for any comments. Further, the Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

During the financial year ended March 31, 2025, the Secretarial Auditors have not reported any instances of fraud committed in your Company by Company?s officers or employees as required under

Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

Further, pursuant to amended Regulation 24A of SEBI Listing Regulations, and subject to your approval being sought at the ensuing AGM M/s CPA & Co., Practising Company Secretaries (FRN- P2013HR039800); (Peer reviewed certificate no. 5683/2024) has been appointed as a Secretarial Auditor to undertake the Secretarial Audit of your Company for the first term of five consecutive financial years from FY 2025-26 till FY 2029-30.

M/s CPA & Co. have provided their written consent to act as the Secretarial Auditors and have confirmed that they meet the eligibility criteria and are not disqualified from being appointed as the Auditors of the Company in terms of the provisions of the SEBI Listing Regulations, the Act and the rules made thereunder.

iii. Cost Auditor & their report

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules 2014, the Board of Directors on the recommendation of the Audit Committee, at its meeting held on June 24, 2025, has approved the appointment of Mr. Ramawatar Sunar, Cost Accountant (Registration No. 100691), as Cost Auditor for the FY 2025-26 to conduct a cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules. Company has received written consent from Mr. Ramawatar Sunar, Cost Accountant to the effect that his appointment, if made, will be in accordance with the applicable provisions of the Act and the rules framed thereunder. He has confirmed his independent status and affirmed that he is free from any disqualifications as specified under section 141 of the Act.

The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of the Audit Committee. In terms of the Act and rules made thereunder, a proposal for ratification of remuneration of the Cost Auditor for the FY 2025-26 is to be placed before the Shareholders for approval in the ensuing AGM of the Company. In the opinion of the Directors, considering the limited scope of the audit, the proposed remuneration payable to the Cost Auditor would be reasonable and fair and commensurate with the scope of work carried out by them.

The Report of the Cost Auditors for the financial year ended March 31, 2025 is under finalization and shall be filed with the Ministry of Corporate Affairs within the prescribed period.

As per Section 148(1) of the Act, the cost records as specified by the Central Government are being made and maintained by your Company. Further, the company has filed the Cost Audit Report for the FY 2023-24 with the Registrar of Companies, Ministry of Corporate Affairs in the XBRL mode during the year under review within the due date. The due date for submission of the Cost Audit Report for the FY 2024-25 is within 180 days from March 31, 2025.

iv. Internal Auditors

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014 and on the recommendation of the Audit Committee, the Board of Directors appointed Mr. Chander Prakash Sharma as internal auditor of the Company for the FY 2024-25 to conduct an internal audit of the functions and activities of the company. Internal Auditors are appointed by the Board of Directors of the Company on a yearly basis. The internal auditor?s report does not contain any findings on the

Internal Audit of the Company.

Further, pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014 and on the recommendation of the Audit Committee, the Board of Directors appointed Mr. Chander Prakash Sharma to conduct an Internal Audit of the Company for the FY 2025-26. Your Company has received written consent from Mr. Chander Prakash Sharma to act as Internal Auditor of the Company for the FY 2025-26.

TRANSACTIONS WITH RELATED PARTIES

The Company has established a robust process for the approval of related party transactions ("RPTs") and for dealing with the related parties. In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a policy on the materiality of related party transactions and on dealing with such transactions in compliance with the applicable provisions.

During the year, the Board approved an amendment to the RPTs policy at its meeting held on February 14, 2025 based on the Audit Committee?s recommendation. These changes were made to incorporate the amendments to the SEBI Listing Regulations.

The Policy is designed to ensure that appropriate reporting, approval, and disclosure processes are followed for all transactions entered into between the Company and its related parties, in the best interest of the Company and its stakeholders. The policy is uploaded on the website of the Company at https://www.mcil.net/investors.aspx.

Pursuant to the provisions of Sections 177 and 188 of the Act and rules made thereunder read with Regulation 23 of SEBI Listing Regulations, all RPTs are placed before the Audit Committee for review and approval. Further, the Company obtained the necessary prior omnibus approvals from the Audit Committee for related party transactions entered during the FY 2024 25.

All contracts/arrangements/transactions entered into by the Company during the FY 2024-25 with related parties, as defined under the Act and SEBI Listing Regulations, were in the ordinary course of business and on arm?s length basis and were periodically placed before the Audit Committee of the Company for its review. The details of the RPTs are set out in Note No. 34 to the Financial Statements of the Company.

Regulation 23(1) of the SEBI Listing Regulations states that all RPTs with an aggregate value exceeding 1,000 crores or 10% of the annual consolidated turnover of the Company, whichever is lower, shall be treated as Material Related Party Transactions ("MRPTs") and shall require prior approval of shareholders. The said limits are applicable, even if the transactions are in the ordinary course of business of the concerned company and at an arm?s length basis. During the year under review, the Company has entered into MRPTs with Khandelwal Busar Industries Private Limited. The particulars of contracts entered into with related parties are shown in the prescribed form AOC-2 which is enclosed as Annexure II.

CORPORATE SOCIAL RESPONSIBILTY (CSR)

The Company does not fall within the scope of Section 135(1) of the Act. Accordingly, the provisions relating to the constitution of a CSR Committee and the obligation to incur CSR expenditure under Section 135(5) of the Act are not applicable to the Company for the FY 2024 25.

INTERNAL FINANCIAL CONTROL, INTERNAL AUDIT SYSTEM AND THEIR ADEQUACY

The Company has designed and implemented a process-driven framework for Internal Financial Controls

("IFC") within the meaning of the explanation to Section 134(5)(e) of the Act. This framework is built upon well-defined standards, processes, and governance structures aimed at ensuring operational efficiency, regulatory compliance, and the reliability of financial reporting.

MCIL?s internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, accuracy and completeness of accounting records, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization, prevention and detection of fraud or errors, the timely preparation of financial statements and ensuring compliance with corporate policies.

To ensure objectivity and independence, the internal auditor reports directly to the chairman of the audit committee and is responsible for continuously monitoring and evaluating the adequacy and effectiveness of the Company?s internal control environment. This includes regular assessments of compliance with operating procedures, accounting policies, and overall systems to support the orderly and efficient conduct of business operations.

INDIAN ACCOUNTING STANDARDS, 2015

The financial statements annexed comply in all material aspects with Indian Accounting Standards notified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the applicable provisions of Secretarial Standards on Meetings of the Board of Directors ("SS-1") and General Meetings ("SS-2") issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company believes that the women employees should have the opportunity to work in an environment free from any conduct which can be considered as a Sexual Harassment. The Company is committed to treating every employee with dignity and respect, fosters to create a workplace which is safe and free from any act of Sexual Harassment.

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013 and the "POSH Act & Rules", the Company has implemented a Prevention of Sexual Harassment (POSH) Policy and constituted Internal Committees (ICs) to address and resolve complaints related to sexual harassment. The ICs comprise external members with relevant expertise and are chaired by senior women employee. This committee is responsible for conducting investigations and making decisions at their respective locations.

The Company has zero tolerance for sexual harassment at the workplace. The ICs also work extensively on creating awareness on the relevance of sexual harassment issues, including while working remotely. The employees are required to undergo mandatory training on POSH to sensitize themselves and strengthen their awareness.

During the year under review, your Company has not received any complaints pertaining to sexual harassment.

INFORMATION REGARDING CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

A. Conservation of Energy

The Company regularly monitors energy usage at its manufacturing facility to enhance efficiency. Routine inspections of electrical equipment and installations are carried out to ensure optimal performance, and non-operational machinery is systematically powered down to prevent energy wastage. Currently, the Company uses Piped Natural Gas (PNG) and continues to evaluate other alternatives to further reduce its dependency on conventional power sources. The Company has not incurred any capital expenditure on energy conservation equipment during the FY 2024 25.

B. Technology Absorption

The Company fosters innovation by empowering its engineering team to develop new steel grades and integrate advanced manufacturing practices aimed at enhancing competitiveness. These initiatives contribute significantly to product development, quality improvement, and cost optimization, thereby strengthening the Company?s position in competitive markets. Further, the Company has neither imported any technology in the last three years nor incurred any expenditure on research and development (R&D) activities during the FY 2024 25.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There are no foreign exchange earnings and outgo during the period under review.

WEB LINK OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, the Annual Return of the Company for the FY ended March 31, 2025, has been placed on the Company?s website and is available at: https://www.mcil.net/investors.aspx.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

The board remains steadfast in its commitment to upholding the highest standards of corporate governance within the Company. The board consistently establishes standards that not only comply with applicable laws but also exceed expectations across all aspects of the company?s operations. It retains overall responsibility for strategic direction, capital allocation, capital structure, financing decisions, policy supervision, internal control systems, and the reinforcement of ethical conduct.

As of March 31, 2025, the Company?s Board of Directors comprised of six members, of which two are executive Directors and four are non-Executive Independent Directors (including three Independent Women Directors). This composition complies with Regulation 17 of the SEBI Listing Regulations, Section 149 of the Act, and the Company?s Articles of Association. The board possesses the requisite qualifications, expertise, and integrity, with detailed disclosures provided in the Corporate Governance Report.

During the FY 2024 25, the board met 7 (seven) times, ensuring that the interval between any two meetings did not exceed 120 days. Meetings were conducted at the Registered Office of the Company at 912, Hemkunt Chambers, 89, Nehru Place, New Delhi-110019. To enable seamless participation, the Company provided video conferencing facilities to the directors for attending Board meetings. Notices, Agendas and detailed notes were circulated in advance to facilitate informed decision-making. All committee recommendations were presented to the Board for approval.

The necessary quorum was present in all the meetings. The particulars of meetings held and attended by each director are detailed in the Corporate Governance Report.

S.No. Date of Board Meeting (FY 2024 25)

1 May 17, 2024

2 May 29, 2024

3 July 9, 2024

4 August 10, 2024

5 August 26, 2024

6 November 12, 2024

7 February 14, 2025

CHANGE IN DIRECTORATE

i) Re-appointment of Non-Executive Independent Director Mr. Sachin Khurana

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in its meeting held on May 17, 2024, has approved the Re-appointment of Mr. Sachin Khurana (DIN: 06435657) as Non-Executive Independent Director of the Company for a second term of 5 (Five) consecutive years commencing from May 18, 2024 up to May 17, 2029, not liable to retire by rotation, and the same has been approved by the shareholders of the Company via special resolution passed in the 30^th Annual General Meeting held on August 14, 2024.

CS Sachin Khurana (FCS, M. Com, LL.B.), associated with the profession of Company Secretaries for around 12 years, is presently practicing as a Company Secretary and is the Partner of M/s. RMG & Associates, Company Secretaries. Mr. Khuranas specialization is in handling complex assignments of Corporate Laws, Secretarial Audits, Due Diligence & IPR. He is regularly appearing before various Quasi-Judicial Authorities and other regulators.

He is elected to the Management Committee of Company Secretary Benevolent Fund (CSBF) of the Institute of Company Secretaries of India for the term 2022-2026. He is also a member of MSME & Startup Board of the Institute of Company Secretaries of India for the year 2025.

He is also empaneled as a Trade Mark Agent with the Office of the Controller General of Patents, Designs and Trade Marks. He is also Corporate Social Responsibility Professional certified by the Institute of Company Secretaries of India.

He is duly registered with the Indian Institute of Corporate Affairs as Independent Director for a life term. He is also a co-convener of Corporate Law and Corporate Governance Group established by Bhartiya Vitta Salahkar Samiti (BVSS), a leading thinktank of Indian Finance Professionals.

With regard to integrity, expertise, and experience, including the proficiency of Mr. Sachin Khurana (DIN: 06435657), the Board of Directors have taken on record the declarations and confirmations submitted by him and is of the opinion that he is a person of integrity and possesses relevant expertise and experience, and his association as Director will be of immense benefit and in the best interest of the Company.

With regard to the proficiency of Mr. Sachin Khurana (DIN: 06435657), Non-Executive Independent Director, ascertained from the online proficiency self-assessment test conducted by the Institute, as notified under Section 150(1) of the Act, the Board of Directors have taken on record the information submitted by him that he has complied with the applicable laws.

ii) Appointment of Non-Executive Independent Director Mrs. Deeksha Keswani

The Board of Directors of your Company, at its meeting held on May 17, 2024, based on the recommendation of the Nomination and Remuneration Committee, has appointed Mrs. Deeksha Keswani (DIN: 10531070) as an Additional Independent Director of the Company, not liable to retire by rotation, w.e.f. May 17, 2024, for a term of 2 (two) consecutive years, i.e., from May 17, 2024, to May 16, 2026, and the same had been approved by the shareholders of the Company via special resolution passed in the 30^th Annual General Meeting held on August 14, 2024.

CS Deeksha Keswani, an accomplished Company Secretary, brings a wealth of experience spanning numerous industries, accumulated over several years. With a strong foundation in corporate advisory encompassing Company law, SEBI and Listing regulations, Secretarial compliances, Capital markets and Financial services, she is recognized for her innovative mindset and meticulous professionalism.

She is highly regarded for her adeptness in translating theoretical knowledge into practical application, demonstrating a profound understanding of company law, SEBI regulations, and other statutory mandates. Her track record reflects a seamless integration of expertise and hands-on experience, making her a trusted resource in navigating complex legal landscapes within the corporate realm.

With regard to integrity, expertise, and experience, including the proficiency of Mrs. Deeksha Keswani (DIN: 10531070), the Board of Directors have taken on record the declarations and confirmations submitted by her and is of the opinion that she is a person of integrity and possesses relevant expertise and experience, and her association as Director will be of immense benefit and in the best interest of the Company.

With regard to the proficiency of Mrs. Deeksha Keswani (DIN: 10531070), Non-Executive Independent Director, ascertained from the online proficiency self-assessment test conducted by the Institute, as notified under Section 150(1) of the Act, the Board of Directors have taken on record the information submitted by her that she has complied with the applicable laws.

iii) Appointment of Non-Executive Independent Director Ms. Aanchal Gupta

The Board of Directors of your Company at its meeting held on July 9, 2024, based on the recommendation of the Nomination and Remuneration Committee, has appointed Ms. Aanchal Gupta (DIN: 10692929) as an Additional Independent Director of the Company, not liable to retire by rotation, w.e.f. July 9, 2024, for a term of 5 (five) consecutive years, i.e., from July 9, 2024, to July 8, 2029, and the same had been approved by the shareholders of the Company via special resolution passed in the 30^th Annual General Meeting held on August 14, 2024.

Ms. Aanchal Gupta is a seasoned professional with over 17 years of experience in finance, cost analysis, corporate governance, and risk management. She is an accomplished Cost accountant from the Institute of Cost and Management Accountants of India, Delhi, and has a Bachelor?s degree in Commerce from the

University of Delhi. She also holds a post-graduation diploma in business administration and finance from the Symbiosis Centre for Distance Learning.

She began her career with JBM Industries Limited, where she honed her skills in financial analysis and management. Over the years, she has held senior management positions in several leading companies, including EY and Alstom, where she played a pivotal role in driving growth and ensuring regulatory compliance.

With regard to integrity, expertise, and experience, including the proficiency of Ms. Aanchal Gupta (DIN: 10692929), the Board of Directors have taken on record the declarations and confirmations submitted by her and is of the opinion that she is a person of integrity and possesses relevant expertise and experience, and her association as Director will be of immense benefit and in the best interest of the Company.

With regard to the proficiency of Ms. Aanchal Gupta (DIN: 10692929), Non-Executive Independent Director, ascertained from the online proficiency self-assessment test conducted by the Institute, as notified under Section 150(1) of the Act, the Board of Directors have taken on record the information submitted by her that she has complied with the applicable laws.

iv) Re-Appointment of Executive Directors Mr. Ramesh Chander Khandelwal & Mr. Pramod Khandelwal

The Board of Directors of your Company at its meeting held on July 9, 2024, based on the recommendation of Nomination & Remuneration Committee, has approved the re-appointment of Mr. Ramesh Chander Khandelwal (DIN: 00124085) as Whole-time Director of the Company and Mr. Pramod Khandelwal (DIN: 00124082) as Managing Director of the Company in accordance with the provisions of Sections 196, 197, 198, 203 and other applicable provisions of the Act, and the rules made thereunder read with Schedule-V of the Act (including any statutory modification or re-enactment thereof) for a period of 3 (three) years with effect from October 1, 2024 to September 30, 2027 and also approved the terms and conditions of their re-appointment including payment of remuneration.

Further, the same had been approved by the shareholders of the Company via Special resolution passed in the 30^th Annual General Meeting held on August 14, 2024.

v) Retirement by rotation and subsequent re-appointment Mr. Ramesh Chander Khandelwal & Mr. Pramod Khandelwal

Pursuant to the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Ramesh Chander Khandelwal (DIN: 00124085), Director of the Company being liable to retire by rotation, was retired at the 30^th Annual General Meeting, and being eligible, offers his candidature for reappointment, and the same had been approved by the shareholders of the Company via Ordinary resolution passed in the 30^th Annual General Meeting held on August 14, 2024.

Further, in terms of the said provisions, Mr. Pramod Khandelwal (DIN: 00124082), Director of the Company being liable to retire by rotation, shall retire at the ensuing AGM and, being eligible, offers his candidature for re-appointment. The brief resume and other details, as required under Regulation 36(3) of the SEBI Listing Regulations, of the Directors seeking appointment / re-appointment at the ensuing AGM are provided in the Notice of the 31^st AGM of the Company which forms part of the Annual Report.

The Board extends its sincere appreciation for the leadership, guidance, and significant contributions of the Directors during their respective tenures. Their steadfast dedication to high standards of governance and their vital role in driving the Company?s sustained growth and success are deeply valued. The Directors? commitment to upholding the Company?s core values and ensuring adherence to corporate policies has been crucial in achieving strategic goals and advancing the Company?s transformation journey.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has, inter-alia, received the following declarations from all the Independent Directors confirming that:

1. they meet the independence criteria as specified under the provisions of Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulation and there has been no change in their status as Independent Directors; 2. they have complied with the Code for Independent Directors as outlined in Schedule IV of the Act; 3. they have complied with the Code of conduct for Directors and Senior Management Personnel formulated by Company. The same is attached in the Corporate Governance section of this Annual Report and; 4. they have registered themselves with the Independent Directors? Database maintained by the Indian Institute of Corporate Affairs pursuant to Section 150(3) of the Act, read with sub-rule (3) of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company, at its meeting held on July

9, 2024, based on the recommendation of the Nomination and Remuneration Committee, approved the re-appointment of Mr. Ramesh Chander Khandelwal (DIN: 00124085) as Whole-time Director and Mr. Pramod Khandelwal (DIN: 00124082) as Managing Director of the Company for a period of 3 (three) years with effect from October 1, 2024 to September 30, 2027. These re-appointments were subsequently approved by the shareholders through special resolutions passed at the 30^th Annual General Meeting held on August 14, 2024.

The following persons have been designated as Key Managerial Personnel ("KMP") of the Company in accordance with the provisions of Section 2(51) and Section 203 of the Act, read with the rules framed thereunder: -

a. Mr. Ramesh Chander Khandelwal, Chairman and Whole Time Director; b. Mr. Pramod Khandelwal, Managing Director; c. Mr. Ram Avtar Sharma, Chief Financial Officer and d. Mrs. Vidushi Srivastava, Company Secretary & Compliance Officer

None of the Whole-time KMP of the Company holds office as KMP in any other company. Further, none of the Directors or KMP of the Company is disqualified from holding such positions under the provisions of the Act.

MANAGERIAL REMUNERATION

Disclosures in terms of the provisions of Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, relating to the remuneration and other details as required are appended as Annexure III to the Report.

COMMITTEES OF BOARD

In compliance with the Act and the SEBI Listing Regulations, the Company has established following various Statutory Committee:

1. Audit Committee

The Audit Committee of the Board as on March 31, 2025, comprises Non-Executive Independent Directors, the details of which are given below:

Name of Member	Designation	Category
Mrs. Rupali Aggarwal	Chairman	Non-executive- Independent director
Mr. Sachin Khurana	Member	Non-executive- Independent director
Mrs. Deeksha Keswani	Member	Non-executive- Independent director
Ms. Aanchal Gupta	Member	Non-executive- Independent director

The powers, roles, and terms of reference of the Audit Committee cover the areas as contemplated under Regulation 18 read with Part C of Schedule II of SEBI Listing Obligation Regulation, Section 177 of the Act, and such other functions as may be specifically delegated to the Committee by the Board from time to time.

During the FY 2024-25, 6 (six) Audit Committee meetings were held on May 29, 2024, July 9, 2024, August 10, 2024, August 26, 2024, November 12, 2024 and February 14, 2025. The gap between two consecutive Audit Committee meetings did not exceed one hundred twenty (120) days as prescribed under the Act and the SEBI Listing Regulations. The necessary quorum was present at all the meetings. The particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report. During the year all the recommendations made by the Audit Committee were accepted by the Board.

2. Nomination and Remuneration Committee

Nomination and Remuneration Committee of the Board as on March 31, 2025, comprises Non-Executive Independent Directors, the details of which are given below:

Name of Member	Designation	Category
Mrs. Rupali Aggarwal	Chairman	Non-executive- Independent director
Mr. Sachin Khurana	Member	Non-executive- Independent director
Mrs. Deeksha Keswani	Member	Non-executive- Independent director
Ms. Aanchal Gupta	Member	Non-executive- Independent director

The powers, role, and terms of reference of the Nomination and Remuneration Committee cover the areas as contemplated under Regulation 19 read with Part D of Schedule II of SEBI Listing Regulations and Section 178 of the Act, besides other terms as may be referred to by the Board of Directors.

During the FY 2024-25, 2 (two) Nomination and Remuneration Committee meetings were held on May 17, 2024, and July 9, 2024. The necessary quorum was present at all the meetings. The particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report. During the year, all the recommendations made by the Nomination and Remuneration Committee were accepted by the Board.

3. Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Board, as on March 31, 2025, comprises directors as detailed below:

Name of Member	Designation	Category
Mrs. Rupali Aggarwal	Chairman	Non-executive- Independent director
Mr. Pramod Khandelwal	Member	Executive director
Mr. Ramesh Chander Khandelwal	Member	Executive director
Ms. Aanchal Gupta	Member	Non-executive- Independent director

The Committee, inter alia, reviews and ensures redressal of investor grievances.

The powers, role, and terms of reference of the Stakeholders Relationship Committee cover the areas as contemplated under Regulation 20 read with Part D of Schedule II of SEBI Listing Regulations and Section 178 of the Act, besides other terms as may be referred to by the Board of Directors.

During the financial year 2024-25, 4 (four) Stakeholders Relationship Committee meetings were held on May 17, 2024, August 10, 2024, November 12, 2024 and February 14, 2025. The necessary quorum was present at all the meetings. The particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS INCLUDING INDEPENDENT DIRECTORS

In accordance with the provisions of the Act and the SEBI Listing Regulations, the Company has laid down the manner for conducting the Annual Performance Evaluation process, evaluating the performance of the Board, the Committees of Board and the individual directors including Chairman.

The performance of the board was evaluated after seeking inputs from all the directors primarily on: Composition and quality of the Board, with particular emphasis on its size, diversity, and the skill set of its members; Effectiveness of Board processes and procedures, including the frequency of meetings, attendance, and the adequacy and timeliness of information shared; Oversight of the financial reporting process, including the effectiveness of internal controls; and Engagement in matters of corporate governance, adherence to ethical standards, and compliance with the Company?s Code of Conduct.

The Board evaluated the performance of the Committees on the following parameters:

Appropriateness of each Committee?s size and composition;

Availability and adequacy of internal and external resources and support; Frequency and overall effectiveness of meetings; Quality of time spent on discussions during meetings; and

Relevance and impact of the Committees? advice and recommendations to the Board.

The performance evaluation of the Individual Directors was carried out by the Board and other Individual Directors, based on parameters such as: Demonstration of effective leadership qualities and relevant skills; Implementation of observations and suggestions made by Board members; Timely and effective resolution of issues raised by Board members; Ability to foster consensus in situations involving differing views or potential conflicts of interest; Adequate understanding of the Company?s strategy and objectives;

Effective utilization of the Independent Directors? expertise and experience;

Active and open participation in Board deliberations; and Consistent focus on stakeholder interests while making decisions.

Evaluation Outcome

The evaluation concluded that the Board operates effectively and upholds the highest standards of corporate governance. Its functioning is transparent, and Board members contribute meaningfully in areas such as strategy, compliance, and performance monitoring. The Company ensures timely communication of meeting agendas, encourages informed discussions, and accurately documents meeting outcomes.

The Committees are effective in supporting the Board?s performance, and their suggestions are readily considered and implemented by management.

Non-Independent Directors were found to possess deep expertise in their respective domains, offering significant contributions toward the Company?s success. Their understanding of industry trends, business challenges, and global developments is exceptional.

Independent Directors were evaluated by the entire Board, excluding the individual under review. The Board affirmed that the Independent Directors demonstrate integrity, industry-specific expertise, and relevant experience.

Overall, the performance of the Board and each of its Directors was rated as satisfactory. The flow of information between management and the Board was found to be timely, qualitative, and sufficient for informed decision-making.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Independent Directors are periodically updated by the Company with the Company?s policies, business, on going events and roles and responsibilities of the Directors. The Board is also updated on the operations, key trends and risk universe applicable to your Company?s business. These updates help the

Directors in keeping abreast of key changes and their impact on your Company.

Executive Management, through presentations at Board and Committee Meetings, provides them regular updates on the Company including financial and business performance, operational highlights, business risks and their mitigation plans, new offerings, major clients, material litigations, regulatory compliance status and relevant changes in statutory regulations. Additionally, the Directors also participate in various programmes /meetings where subject matter experts apprise the Directors on key global trends.

Details of such a familiarization programme are posted on the website of the Company at the web link https://www.mcil.net/investors1.aspx?catid=19

BOARD POLICIES

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are summarised below:

a. Nomination and Remuneration policy

In accordance with the provisions of Section 178 of the Act, and Regulation 19 of the SEBI Listing

Regulations, the Company?s Nomination and Remuneration Policy of the Company is designed to attract, retain, and motivate competent individuals while ensuring performance-driven remuneration aligned with industry standards. The policy promotes a transparent nomination process based on merit and diversity, fostering a balanced Board with a mix of skills, experience, age, gender, and backgrounds. The details of this policy are set out in the Corporate Governance Report, which forms part of this Report.

The Nomination and Remuneration Policy is available on the Company?s website at: https://www.mcil.net/investors.aspx.

b. Vigil Mechanism/Whistle Blower Policy

The Company has adopted a Whistle Blower Policy as part of its commitment to uphold the highest standards of integrity, transparency, and accountability in all its dealings. This policy has been formulated in compliance with the provisions of Section 177(9) of the Act, and Regulation 22 of the SEBI Listing Regulations.

The policy provides a formal mechanism for directors, employees, and other stakeholders to report their genuine concerns regarding unethical behavior, actual or suspected fraud, or violation of the Company?s Code of Conduct, policies, or any applicable laws and regulations. The Vigil Mechanism encourages individuals to voice concerns without fear of retaliation, ensuring adequate safeguards against victimization of whistle blowers. The identity of the reporting employee is kept confidential. During the financial year, no personnel have been denied access to Audit Committee. The details of this policy are set out in the Corporate Governance Report, which forms part of this Report.

The Audit Committee periodically reviews the functioning of the vigil mechanism and ensures that the process is robust, fair, and effectively implemented. The Whistle Blower Policy is available on the website of the Company at: https://www.mcil.net/investors.aspx.

c. Risk Management Policy

The Company acknowledges that risk is an inherent aspect of any business and has adopted a comprehensive Risk Management Policy to identify, evaluate, and mitigate various types of risks. This policy provides a structured framework to ensure the sustainability of business operations and to protect stakeholders? interests.

The Audit Committee reviews the Risk Management framework periodically to ensure its adequacy and effectiveness. The Risk Management Policy outlines the Companys approach to managing risks across all areas of operations and is designed to promote informed decision-making and proactive risk mitigation.

The Risk Management Policy is available on the Companys website at: https://www.mcil.net/investors.aspx.

d. Code for Prevention of Insider Trading

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,

2015, the Company has adopted a comprehensive Code of Conduct ("Code") to regulate, monitor, and report trading in the Company?s securities by designated persons and their immediate relatives.

The Code sets out detailed procedures to be followed by designated persons when trading or dealing in the Company?s shares and while handling or sharing Unpublished Price Sensitive Information ("UPSI"). It also outlines the Company?s responsibilities in maintaining a structured digital database, implementing robust mechanisms to prevent insider trading, and sensitizing relevant individuals on the critical nature of UPSI.

Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Company?s website at: https://www.mcil.net/investors.aspx.

e. Code of Conduct and Ethics

The Company has adopted a Code of Conduct and Ethics applicable to all Directors and Senior Management Personnel. This Code serves as the foundation of the Companys governance philosophy and ethical business conduct. It outlines the principles that govern interactions with stakeholders and emphasizes integrity, transparency, accountability, and compliance.

The Code is available on the Company?s website at: https://www.mcil.net/investors.aspx.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) & 134(5) of the Act, your Board of Directors? to the best of their knowledge and ability hereby confirm that:

a. In the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. The Directors have 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 and loss of the company for that period;

c. The Directors have 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;

d. The Directors have prepared the annual accounts on a going concern basis;

e. The Directors have laid down internal financial controls for the Company and these internal financial controls were adequate and operating effectively; and

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

ANY SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status of the Company and its operations in the future.

DEPOSITS

During the year ended March 31, 2025, the Company has not accepted any deposits from public pursuant to Sections 73 to 76 of the Act, and the Companies (Acceptance of Deposits) Rules, 2014 (as amended) and as such, no amount on account of principal or interest on deposits from public was outstanding as March 31, 2025.

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There were no proceedings pending as on March 31, 2025, under the Insolvency and Bankruptcy Code, 2016 (as amended), either initiated by the Company or filed against the Company, before the National Company Law Tribunal or any other court or tribunal.

DIFFERENCE IN THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

There were no instances where your Company required the valuation for a one-time settlement while taking the loan from the Banks or Financial institutions.

FRAUDS REPORTED BY AUDITORS

Pursuant to Section 143(12) of Act, read with rules framed thereunder, none of the Auditors of the Company have reported to the Audit Committee or to the Central Government, any incident of fraud by the Company or material fraud on the Company by its officers or employees occurred during the period under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, as specified under Regulation 34 read with Schedule V of SEBI Listing Regulation, capturing performance, industry trends and other material changes with respect to your Company is presented in a separate section, forming part of this Annual Report.

LISTING ON STOCK EXCHANGE

The equity shares of the Company are listed on Bombay Stock Exchange Limited ("BSE"). The Annual Listing fees for the FY 2025-26 have been duly paid to the said Stock Exchange. The Company is in compliance with all applicable provisions of SEBI Listing Regulation, entered with BSE.

CORPORATE GOVERNANCE

Your Company emphasizes maintaining the highest standards of corporate governance and believes in adopting best practices and principles, which are reflected through the Company?s code of business conduct, Corporate Governance Guidelines, charter of various committees, and disclosure policy. The Company fully adheres to the standards set out by the SEBI for corporate governance practices.

The report on Corporate Governance as stipulated under Regulation 34 of the SEBI Listing Regulation, for the year ended March 31, 2025, forms part of this Annual Report. The requisite certificate from the Practising Company Secretaries confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V of the SEBI Listing Regulations is attached to the report on Corporate Governance.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company places strong emphasis on aligning its employees with the organizational culture and core values while maintaining a clear focus on business objectives. Regular technical and safety training programs are conducted for workers to enhance their skills and awareness. Various initiatives have been undertaken to improve productivity across the organization. The Company continues to maintain healthy, cordial, and harmonious industrial relations at all its offices and operational establishments.

ACKNOWLEDGEMENT AND APPRECIATION

Your Directors extends its sincere appreciation to the Company?s financial institutions, bankers, customers, and vendors for their continued support, cooperation, and encouragement. The Board also places on record its deep gratitude to all employees for their dedication, hard work, and unwavering commitment to the Company?s success.

The Company remains committed to fostering and strengthening its relationships with trade partners, based on mutual benefit, respect, and collaboration, while upholding the interests of consumers. The Directors also take this opportunity to express their heartfelt thanks to all shareholders, business partners, government and regulatory authorities, and stock exchanges for their continued trust and support.