MMTC Ltd Directors Report

To,

The Members MMTC Limited New Delhi

The Board of Directors presents the 63rdAnnual Report of the Company and its Audited Statement of Accounts for the year ended March 31, 2026 together with the Auditors Report and Comments on the Accounts by the Comptroller and Auditor General (C&AG) of India.

OPERATIONAL RESULTS

In pursuance of direction of the Ministry of Commerce & Industry and approval by Board of Directors, MMTC did not undertake any business activity during 2025-26. However, the Company continued meeting its statutory obligations and the accounts of the company were prepared on going concern basis.

The interest income and dividend income from its JV company is the main source of income of MMTC presently.

During the year, the company reported Revenue from operations of Rs.3.41 Cr. as against Rs.2.69 Cr. registered during 2024-25. The Company has reported Pro t After Tax of Rs.212.07 Cr. as against Rs.69.53 Cr. reported during the previous nancial year. The same was mainly due to enhanced other income and reduction in establishment cost in view of overall reduction in the manpower of the Company. However, there was no trading income during 2025-26 due to stoppage of business activities by MMTC since April 2022 in pursuance of direction of the Ministry of Commerce & Industry.

Companys performance during 2025-26 is given below: -

	(Rs. in crores)
	2025-26	2024-25
Sales of products	3.41	2.69
Total Revenue from Operations	3.41	2.69
Cost of Sales	1.47	1.10
Gross Pro t from Operations	1.94	1.59
Add: Dividend and other Income	43.01	118.20
Less: Establishment & Administrative Overheads, etc.	104.54	140.24
Less: Debts/Claims Written o	75.49	0.01
Less: Provisions for Doubtful Debts/Claims/Advances/ Investments	3.56	-
Pro t Before Interest, Depreciation and Amortization Expenses and Taxes	(138.64)	(20.46)
Less: Interest Paid (Net) (Interest Paid minus Interest earned)	(133.38)	(136.50)
Pro t Before Depreciation and Amortization Expenses and Taxes	(5.26)	116.04
Less: Depreciation and Amortization Expenses	5.14	4.51
Less: Exceptional Items	(473.70)	14.33
Pro t Before Taxes	463.30	97.20
Less: Provision for Current Taxes	89.04	23.49
Less: Provision for Deferred Taxes	162.19	4.18
Pro t After Taxes	212.07	69.53
Add: Balance brought forward from the previous year	667.18	597.65
Balance
Items of other comprehensive income recognized directly in retain earnings
Items recognized directly in retain earnings	-	-
Dividend & Dividend Tax	-	-
Appropriations:
General Reserve	-	-
Leaving a Balance to be carried forward	879.25	667.18

The Management Discussion and Analysis Report is annexed as ANNEXURE-I to this Report. Auditor / C&AG report along with Management Replies and Notes to accounts contain important information a ecting companys nancials.

EQUITY SHARE CAPITAL

There is no change in equity capital of the company during the year. The paid-up equity of the company stood at Rs.150 crores comprising of 150 crores number of equity shares of the face value of Re.1/- each as on 31.03.2026.

DIVIDEND

The Board of Directors has not recommended any dividend for the year 2025-26 in view of the fact that MMTCs main cash in ow is from interest income and the liabilities including contingent exceed available cash balance. Further, the business activities have been stopped as instructed by DoC & I and exemption has been granted by DIPAM.

RESERVES

A sum of Rs.1264.15 crores was available in the reserves and surplus of your Company as on 1st April, 2025. An amount of Rs.1476.22 crores is available in "Reserves and Surplus" of your Company as on 31st March, 2026.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earnings and outgo of your Company during 2025-26 is NIL.

SUBSIDIARY COMPANY

MTPL, Singapore, Pursuant to the order of the Honble High Court of Singapore vide liquidation hearing held on 27.10.2023, M/s Deloitte and Touche LLP Singapore have been appointed as the Joint & Several Liquidators of the Company (MMTC Transnational Pte Ltd). The Honble High Court of Republic of Singapore passed winding up order against MTPL.

As such, MTPLs control has been taken over by the Liquidator and MMTC does not have any input regarding its nancials for the year and quarter ended on 31.03.2026.

MMTC led Complaint on 04.10.2023 with CBI on nancial irregularities and fraud at MTPL, Singapore. CBI on 03.04.2024 registered a Preliminary Enquiry and on 15.10.2024 registered regular case in the matter. The matter is under investigation by CBI.

PROJECTS/ JOINT VENTURES

A brief on the current status of such JVs set up in past years is given hereunder:

(i) Your company had participated in the equity of Currency Futures Exchange under the name and style of "United Stock Exchange of India Ltd which had been merged with "BSE Limited" (BSE) wherein your Company presently holds 3,50,649 (post bonus issue) equity shares of Rs. 2/- each in BSE. During the FY 2025-26, MMTC has received a dividend of Rs. 26, 88, 309 at 23/- per share from BSE Ltd.

(ii) MMTC-PAMP India Pvt. Ltd., a joint venture Company between MMTC Limited and PAMP Ventures SA, Switzerland, operates a precious metals processing facility. MMTCs stake in the JV is 26%. During the nancial year 2025-26 the Joint Venture achieved a turnover of Rs.79,66,520.45 Lakhs and a pro t (after tax) of Rs.66,702.61 Lakhs. A dividend of Rs 63.70 per share has been received from JV for the nancial year 2025-26.

(iii) The Company had invested Rs. 33.80 crore (P.Y Rs. 33.80 crore) towards 26% equity in SICAL Iron Ore Terminal Limited (SIOTL), a Joint Venture between MMTC Ltd. -26%, SICAL Logistic Ltd. (SLL) 63% and L&T

Infrastructure Development Projects Ltd. (L&T IDPL) 11% for the construction and operation of iron ore terminal at Kamaraja Port Ltd. (KPL) (erstwhile Ennore Port Trust), Tamil Nadu. The construction of terminal was completed by November 2010. M/s SIOTL could not commence commercial operations due to non-availability of iron ore from Bellary-Hospet Sector in Karnataka State and banning of mining / movement of iron ore for exports by the Govt. In view of uncertain future of iron ore exports and to utilize the infrastructure created, Kamaraja Port Limited (KPL) decided to award the facility for modi cation of the facility to handle common user coal. As coal did not have synergy with MMTCs then existing line of business so in Sept2016, MMTC Board decided to exit from the JV.

MMTC invited bids through online tender for sale of its entire 26% equity in the SIOTL, however no response was received.

In the March 2021 and in March 2022, corporate insolvency proceedings were initiated by NCLT against M/s SLL and the JV Company M/s SIOTL respectively. MMTC lodged its claim for Rs.34.26 crores with Corporate Insolvency Resolution Professional (CIRP) of SLL towards unpaid share sale consideration based on the SPA.

NCLT, vide it order dated 08.12.2022 has approved the resolution plan of SLL and the successful resolution applicant has been appointed. Further NCLT vide its Order dated 23rd June23 has decided to initiate the liquidation process in respect of Sical Iron Ore Terminal Limited (SIOTL) and has accordingly appointed the

Liquidator for the same. MMTC is pursuing with concerned authorities to recover its investment and has submitted the claim form under FORM F to liquidator in the matter of SIOTL whose response is awaited.

(iv) To promote the concept of Free Trade Warehousing Zones in India as declared in the EXIM Policy, MMTC and IL&FS established SPV in 2004-05 in the name of Free Trade Warehousing Pvt. Ltd. The equity is held on 50:50 basis between MMTC and IL&FS. Two 100% owned subsidiaries of Free Trade Warehousing (P) Limited (FTWPL) i.e., Kandla Free Trade Warehousing (P) Limited (KFTWPL) and Haldia Free Trade Warehousing (P) Limited (HFTWPL) were established to administer the land banks at Kandla and Haldia respectively.

In view of the nancial situation of the promoters and the need for infusion of substantial funds for development of the Project, it was decided by the promoters to exit from the project.

Accordingly, the land at Kandla has been surrendered to the Project Development Authority in 2020. Kandla Free Trade Warehousing Pvt. Ltd (KFTWPL) has initiated the process of winding up of the company under sec. 271(a) of the Companies Act, 2013. In this regard KFTWPL and parent FTWPL has passed resolution in their respective Extra Ordinary General Meeting (EGM) held on 02.07.2025 and winding up application of KFTWPL has been led by the promoters under section 271A of the Companies Act, 2013, before the NCLT and matter is pending before the NCLT.

In regard to Haldia land, local farmers had led petition against Haldia Development Authority (HAD) challenging the land acquisition in 2015 and stay was granted by Honble High Court of Calcutta. Due to prolonged litigation and stay not being lifted, promoters decided to surrender the land to Haldia Development Authority (HDA). Accordingly in March 2020, letter regarding surrendering of land was written to HDA and the Haldia Free Trade Warehousing Pvt. Ltd. (HFTWPL) is following up with HDA for refund of amount i.e., Rs 32 crores approx. (net of utilized premium), but till date no action has been taken by the HDA and the response is still awaiting for refund of proportionate upfront premium of lease rent.

(v) A 15 MW capacity Wind Mill project with 25 Wind Energy Generators was set up by MMTC in March, 2007 at Gajendragad in Karnataka at a total cost of approx. Rs.68.5 crores. The project is spread over an area of 31 acres of land leased from Karnataka State Govt. in 2007 for a period of 30 years. The power generated by the project is sold to Hubli Electricity Company Limited (HESCOM), A Government of Karnataka Undertaking, by entering into 20-year Power Purchase Agreement in July2007. The project is running successfully and has contributed to the development of area by meeting some of the power needs of Karnataka State.

The Company earned turnover of Rs.2.63 crores during the nancial year 2025-26 by sale of wind power generated by the wind farm at Gajendragad in Karnataka.

The Power Purchase Agreement with HESCOM is expiring in March2027 and accordingly, Company is also exploring possibilities for running the project for another 5-10 Years and making e orts for obtaining approval for renewal of Purchase Power Agreement with HESCOM.

(vi) The divestment of NINL has been completed on 04.07.2022. An amount of Rs. 911.16 Crore was held back and the same was kept in interest bearing Escrow account towards contingent liabilities, out of which Rs. 82.96 Crore was settled on 25.04.2023. Balance amount of Rs.828.20 Crore was kept in FD. Subsequently this FD got matured on 04.07.2024 and out of which Rs.32.35 Crore (MMTCs share of Rs.17.19 Crore) relating to non-tax liability was released since the retention period of 2 years for non-tax liability was completed on 03.07.2024 and no claim was received. MMTC received its share of Rs.17.19 Crore on 04.07.2024. Balance amount of Rs. 795.85 Crore was further kept in FDs for a period of one year, maturing on 04.07.2025. An amount of Rs. 32.86 Crore (net of TDS) has been received on 09.07.2024 relating to interest accrued on FD of Rs. 828.20 Crore.

Further Rs.20.91 Crores was settled on 09.09.2024 and MMTCs share of Rs.10.52 Crore after adjusting the settlement amount of Rs.1.11 Crores (paid to NINL/ Sales Tax Authority) was credited in MMTCs account on 18.09.2024. An amount of Rs.0.64 crore (net of TDS) has been received on 20.09.2024 relating to interest for the period 04.07.2024 to 18.09.2024 on pre maturing of FD for Rs. 122.75 Crore.

Balance amount of Rs.774.94 Crore was further kept in FDs which were matured on 04.07.2025 and was apportioned to all selling shareholders in the ratio of their equity contributions made in NINL since no liabilities crystallized during the retention period. MMTC has received its share of Rs. 411.76 Crores (Principal) & Rs. 25.75 Crores (interest accrued net of TDS i.e., Rs 25.75 Cr) and the total amount received is Rs. 437.51 Cr on 04.07.2025.

Further, in view of expiry of limitation period of 3 years on 04.07.2025, nothing is payable/ receivable from NINL as on date.

INDUSTRIAL RELATIONS & HUMAN RESOURCE MANAGEMENT

Cordial and harmonious industrial relations were maintained in your company during the year. No man days were lost due to any industrial unrest during the year. Further, meetings with representatives of Federation of O cers Associations/ Sta Unions/ SC&ST Associations, were held to share information / ideas with a view to achieve Companys goals and objectives.

The aggregate manpower of your company as on 31st March, 2026 stood at 245, comprising of 1 Director (Marketing), Director (Finance) 1 CVO, 127 O cers and 116 sta / worker. The manpower also includes 09 sta / worker of MICA (erstwhile Mica Trading Company Ltd.), which had been merged with your company pursuant to the orders of BIFR.

The composite representation of the total manpower is - women employees representing 20.00% (49 Employees) of the total manpower; SC, ST, OBC & Persons with Benchmark Disabilities (PwBD) to the extent of 22.45% (55 employees), 10.20% (25 employees), 15.51% (38 employees) and 3.67% (9 employees) respectively.

IMPLEMENTATION OF RESERVATION POLICY

Your company has been complying with the Presidential Directives and other instructions/guidelines issued from time to time by the Government of India regarding the reservation in services for Scheduled Castes (SCs), Scheduled Tribes (STs), Other Backward Classes (OBCs), Economically Weaker Sections (EWS), Persons with Benchmark Disabilities (PWBDs) and Ex-servicemen. A statement showing representation of employees belonging to SC/ST/OBC is as below:

Representation of Female/ SCs/ STs/ OBCs/ Divyang Employees as on 31.03.2026

Group	Total No. of Employees	Female Employees		Detail of Employees		Detail of SCs Employees		Detail of STs Employees		Detail of OBCs Detail of Divyang Employees
		Nos.	%Age	Nos.	%Age	Nos.	%Age	Nos.	%Age	Nos.	%Age
A	129	27	20.93	30	23.26	9	6.98	22	17.05	8	6.20
B	58	21	36.21	11	18.97	10	17.24	1	1.72	1	1.72
C	27	1	3.70	4	14.81	1	3.70	10	37.04	0	0.00
D	31	0	0.00	10	32.26	5	16.13	5	16.13	0	0.00
TOTAL	245	49	20.00	55	22.45	25	10.20	38	15.51	9	3.67

Promotion of SCs/STs during the year 2025-26

Group	Total Promotions	SCs	%Age SCs	STs	%Age STs
A	0	0	0	0	0
B	0	0	0	0	0
C	0	0	0	0	0
D	0	0	0	0	0
Total	0	0	0	0	0

TRAINING AND DEVELOPMENT

For further enhancing / upgrading the skills of employees in the constantly changing business scenario, 118 employees and workers were imparted training during the year in di erent spheres of companys activities. The training interventions held covered both functional, behavioral, health and skill upgradation.

The training details are stated in detail in the Business Responsibility & Sustainability Report (BRSR) which is annexed as ANNEXURE- IV to this Report.

IMPLEMENTATION OF OFFICIAL LANGUAGE

Your company is committed to complying with the O cial Language Policy of the Government of India. During the year 2025-26 the company made continuous e orts with the aim of promoting the use of Hindi and achieving the targets set in the annual program issued by the Department of O cial Language (Ministry of Home A airs, Government of India). To meet the targets given in the O cial Language Annual Programme, discussions were held in the regular meetings of the O cial Language Implementation Committee held at Corporate O ce and Regional O ces and the decisions taken in the meetings were implemented e ectively. To promote the use of o cial language by the employees of the company, Hindi workshops, Hindi day/week/fortnight etc. were organized in the Corporate O ce and all regional o ces during the year under review. At the same time, the employees/o cers were personally apprised of the tools related to the o cial language so that they can do their work in Hindi in a better way.

During the year, along with other items of o cial language implementation, Hindi website of MMTC was regularly updated in line with English.

CORPORATE SOCIAL RESPONSIBILITY & SUSTAINABLE DEVELOPMENT

Your companys CSR Policy is in line with Section 135 of the Companies Act 2013 and the CSR Rules as noti ed by the Ministry of Corporate A airs and the CSR projects have been undertaken in terms of Section 135 of the Companies Act. The CSR Policy is hosted on the Companys website in bilingual form.

Your company incurred operating losses during FY 2022-23, FY 2023-24 and FY 2024-25. Accordingly, the CSR budget calculated in accordance with the Section 198 of the Companies Act, 2013 i.e., 2% of average net pro t of preceding 3 years was negative. Therefore, there was no annual CSR budget approved by Board of Directors for the year 2025-26.As such, no fresh CSR project was undertaken during FY 2025-26.

As per Section 135 of the Companies Act, 2013, the Company was not mandated to allocate CSR budget for the year 2025-26 due to average net loss of last three preceding nancial years. Moreover, in pursuant to direction of the Administrative Ministry, MMTC is not undertaking any business activity. Thus, no CSR activity was undertaken during the year 2025-26.

MMTCs Report on CSR activities in prescribed format as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this report as Annexure-II.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTIVE, PROHIBITION & REDRESSAL) ACT, 2013

Your company has put in place a policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up at Corporate O ce & Regional O ces to redress complaints received regarding sexual harassment at workplace. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

No complaint was received by the company under the above Act during the year. Moreover, as per the recent amendment in the Companies (Accounts) Second Amendment Rules, 2025, which took e ect on July 14, 2025,Companies will now be required to report on the number of sexual harassment complaints received, disposed of, and pending for over 90 days.

Below is the list of the complaints received, disposed of, and pending for over 90 days.

Number of Complaints received in the year	Number of Complaint disposed of in the year	Number of cases pending for more than 90 days
0	0	0

DISCLOSURE UNDER THE PROVISIONS RELATED TO THE MATERNITY BENEFIT ACT, 1961

As per the recent amendment in the Companies (Accounts) Second Amendment Rules, 2025, take e ect on July 14, 2025. Companies are required to disclose a statement con rming their compliance with the Maternity Bene t Act, 1961.

It is hereby declared that MMTC Limited has complied with the provisions of Maternity Bene t Act, 1961. The details pertaining to the maternity bene t availed is given in the BRSR report for the FY 2025-26, which is annexed as ANNEXURE- IV to this report.

RIGHT TO INFORMATION

In order to promote transparency and accountability, an appropriate mechanism has been put in place in the Company to provide information to citizens under the provisions of Right to Information (RTI) Act, 2005. For this purpose, the Company has, in line with the RTI Act, nominated Central Public Information O cers (CPIOs) for its Divisions at Corporate O ce, New Delhi and at Representative O ces across the country. For the convenience of public, a coordinating CPIO has also been nominated. First Appellate Authorities have also been nominated for considering the appeals of information seekers against the orders of CPIOs.

During the year, a total of 44 RTI applications were received directly / under Sec.6(3) of the RTI Act and all the RTIs have been disposed of. Further, a total of 12 First Appeals were received by FAA, which were also disposed of. Your company has also undertaken Self-Assessment Audit of the Voluntary Disclosures to be made on public domain (www.mmtclimited.com) in terms of provisions laid down in Section-4 of the RTI Act, 2005 and same is submitted for third party audit and nal evaluation by CIC.

CONSERVATION OF ENERGY

During the year 2025-26, there was no activity in MICA group of your company. Therefore, pursuant to rule 8(3) of the Companies (Accounts) Rules, 2014, the company does not have anything to report under this head.

VIGILANCE

Apropos the Government directives, cessation of all forms of business activities in the company has taken place since FY 2021-22. Accordingly, in the absence of any business/trading operations in company, Vigilance Division of MMTC laid signi cant emphasis on Preventive Vigilance Activities & Systemic improvement measures, for enhancing the transparency in systems& procedures related to in-house activities like GeM Procurement of Common User Goods, Estate/ Administration activities, Identifying gaps in response to high value legal cases/ litigation management, timely response to CVC complaints and structured capacity building initiatives, etc.

2. During the year, a total of 07 non-PIDPI complaints (02 CVC & 05 Non-CVC) were examined and all the complaints were disposed and response uploaded on CMS portal for CVC complaints.

3. During the year, as per CVC Guidelines, quarterly structured meetings were held with the Head of the Organization (CMD), for quarters April-June 25, July-Sept 25, Oct-Dec25 and Jan-March2026, during which the status of departmental proceedings and complaints handled including various Preventive Vigilance initiatives were apprised and outcome/ advice of CMD was communicated to concerned Divisions for follow-up action.

4. During the year, 18 VO reports were examined, 04 Surprise Inspections & 05 CTE-Type inspections were carried out and corrective actions suggested to concerned divisions. 136 Vigilance Clearance (VCs) cases (for Passport/ Visa, Superannuation, Deputation, Resignation etc.) were processed. A total of 59 Annual Property Returns (APRs) were scrutinized, complying with the mandatory targets set by CVC. The vigilance pro les of all o cers of E-5 grade (DGM) & above were updated on DoPT Solve Portal every month and compliance reports were submitted within timelines to Dept. of Commerce. 12 Monthly reports, 4 Quarterly Reports, 1 Annual Report were submitted to DoC. Further, 4 QPRs & 4 CTE- type QPRs were submitted to CVC during the year.

5. In nancial irregularities case at foreign subsidiary, due to concerted e orts of Vigilance Division, FSA was issued CVC in Dec 2024 and departmental inquiry proceedings were initiated and concluded which culminated in imposition of major penalty on the charged o cer (01 Case) in Mar 2026. Accordingly, CVCs FSA was complied with and disposed o .

6. Vigilance Division has been extending active support and arranging timely responses to CBI Authorities in respect of ongoing criminal cases.

7. In line with CVCs instructions on VAW-2025, during 03 months campaign period (18.08.2025-17.11.2025), several Preventive Vigilance activities in focused areas i.e. (i) Disposal of pending complaints (ii) Disposal of pending cases (iii) Capacity Building programs (iv) Asset Management and (v) Digital initiatives, were undertaken for enhancing transparency in systems & procedures.

8. Activities like disposal of pending complaints, e-integrity pledge, Vigilance Awareness/ Capacity Building Programs, knowledge sharing programs in outreach mode, Essay & Quiz Competitions for employees, Scrutiny of FA registers & systemic improvement measures etc. were undertaken and compliance report was submitted to CVC in time. In compliance to CVC guidelines, employees were encouraged to undertake various courses on iGOTKarmayogi platform and during the 03 months campaign period, a total of 127 employees consumed the iGOT courses. Under the guidance of CVO, a total no. 07 preventive vigilance awareness programs were held at MMTC in hybrid mode in topics such as MMTC ECDA Rules, Retirement Bene ts, Cyber Security, Ethics in Public Life etc. Further, 10 outreach preventive vigilance programs/ awareness programs were also undertaken by MMTC Vigilance team at STC, EIC, IIFT and WDR. It is also pertinent to mention that GM (Vigilance), MMTC nominated by CVC as Master Trainer undertook training programmes at STEs and other Public Authorities in the areas of Investigation & Report, framing of Charge sheet and Conducting CTE Type Intensive examination

9. Mandatory compliances with respect to nalization of Agreed List(s) & ODI List, DoPT Solve, online submission of QPRs, CTE-type QPRs, updating ATR on CMS portal in response to complaints forwarded by the commission, have all been complied in time bound manner, in line with extant guidelines and reports submitted to CVC/DoC.

VIGIL MECHANISM

In accordance with the provisions of Section 177 of Companies Act 2013, the Board of your company introduced a Scheme on Vigil Mechanism in 2014. The vigil mechanism is established for Directors and Employees to report their genuine concerns. The concerns, if any, from any Employee/ Director shall be addressed to the Chairman of the Audit Committee. During the year under review, no such complaint has been received. This mechanism is apart from the Whistle Blower Policy, already in force.

CORPORATE GOVERNANCE

Corporate Governance has emerged as an important tool to the business community to become e cient, competitive and successful enterprise. Your Company reposes its rm faith in continuous development, adoption and dedication towards the best corporate governance practices. Towards this end, the norms prescribed under the Companies Act, 2013, SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Guidelines as applicable for CPSEs issued by the Department of Public Enterprises in this regard are being implemented regularly. The Company is short of minimum number of Independent Directors as required under SEBI (LODR) Regulations, 2015 for which Stock Exchanges have levied penalties on MMTC. However, it has been explained to them that appointment of Directors, including Independent Directors is made by the administrative ministry. No penalty has so far been paid to stock exchanges.

A separate Report on Corporate Governance is annexed herewith to this report as ANNEXURE- III along with Compliance Certi cate on Corporate Governance from M/s BLAK & CO. (CoP No.11714), speci ed in Listing Regulations is annexed with Corporate Governance Report. It may be mentioned that the company has

complied with the CG norms prescribed by the Department of Public Enterprises applicable for CPSEs and the quarterly reports on compliance of Guidelines of Corporate Governance for CPSEs are sent regularly.

CODE OF CONDUCT

Pursuant to Regulation 15(5) of Listing Regulations, the Code of Conduct applicable to the Board members & Senior Management Personnel has been posted on the website of your company. All Board Members and Senior Management Personnel as on 31st March, 2026 to whom the said Code is applicable have a rmed compliance of the same for the period ended 31st March, 2026. Based on the a rmation received from Board Members and Senior Management Personnel, declaration regarding compliance of Code of Conduct made by the Chairman & Managing Director is given below:

Declaration as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and DPEs Guidelines on Corporate Governance

"All the members of the Board and Senior Management Personnel have a rmed compliance of the Code of Business Conduct & Ethics for Board Members and Senior Management Personnel of the company for the nancial year ended on March 31, 2026."

BUSINESS RESPONSIBILITY & SUSTAIN ABILITY REPORT

In accordance with the provisions of Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has prepared the Business Responsibility & Sustainability Report for inclusion in the Annual Report for the year 2025-26. The framework and principles suggested by SEBI is to assess compliance with environment, social and governance norms pertaining to Sustainable Development Goals.

The said Business Responsibility & Sustain ability Report is annexed as ANNEXURE- IV to this report which forms the part of this Annual Report for the FY 2025-26.

PUBLIC PROCUREMENT POLICY FOR MICRO & SMALL ENTERPRISES

Pursuant to Public Procurement Policy, during the year 2025-26, total annual procurement by MMTC in respect of administrative requirements was Rs.4.73 Cr., out of which goods and services worth Rs. 1.51 Cr (i.e., 31.96%) were procured from MSEs including (MSEs owned by SC/ST Entrepreneurs), Rs.0.28 Cr. (i.e., 18.83%) from MSEs owned by SC/ST entrepreneurs and 1.47 Cr (i.e., 97.06%) from MSEs owned by Women Entrepreneurs. On successful execution of the work orders placed on them, payments were released to MSEs timely.

PUBLIC DEPOSIT SCHEME

The Company has no Public Deposit Scheme. Therefore, the requirements of Chapter V of the Companies Act, 2013 are not applicable to it.

ANNUAL RETURN

Pursuant to Section 92(3) of Companies Act, 2013 a copy of the Annual Return led is available on the website of the company : https://mmtclimited.com/pages/display/344-annual-return

STATUTORY AUDITORS REPORT

In terms of the provisions of Section 139 and 141 of the Companies Act2013 M/s Dinesh Jain & Associates, Chartered Accountants, were appointed as the Statutory Auditors of the Company for the FY 2025-26.

The report of Statutory Auditors for the year 2025-26 along with Managements reply to the observations of the Statutory Auditors is annexed in the Annual Report.

COMMENTS OF COMPTROLLER & AUDITOR GENERAL OF INDIA

The C&AG under Section 143 (6) (b) of the Companies Act 2013, has communicated their comment dated 28.07.2026, stating that C&AG has decided not to conduct the supplementary audit of the Financial Statements of MMTC Limited for the year ended 31st March 2026 under the Section 143 (6) (a) read with Section 129 (4) of the Act.

The Comment received is annexed to the Annual Report.

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of M/s. BLAK & COMPANY, Company Secretaries to conduct the Secretarial Audit of the Company for the nancial year ended March 31, 2026. The Secretarial Audit Report (in Form MR-3) along with Managements Reply on the observations of the Secretarial Auditor is annexed as ANNEXURE- V to the Directors Report.

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

During the year 2025-26, the Company did not provide/ give any loans, guarantees or made any investment as speci ed under section 186 of the Companies Act, 2013.

Details of investments, loans and guarantees covered under the provisions of Section 186 of the Companies Act, 2013 are given in Notes forming part of the nancial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the period under review, your Company had not entered into any material transaction with any of its related parties. In line with the Statutory enactments, Policy on Materiality of Related Party Transactions and also on Dealing with Related Party Transactions of the Company has been revised and approved by the Board during the year 2025-26 and is uploaded on the Companys website.

RELATED PARTY TRANSACTIONS

Since the Company is not undertaking any business, no related party transactions have taken place. The Audit Committee granted no omnibus approval for the transactions undertaken during 2025-26. Suitable disclosures as required under Ind AS-24 have been made in Note 42 of Notes to the nancial statements.

The Policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the

Companys website at the following link:http://mmtclimited.com/ les/related%20party%20transaction %20policy%20eng.pdf

The Company did not enter into any contracts or arrangements with related parties as referred to in Sub-section (1) of Section 188 of the Companies Act, 2013, during the year under review as MMTC is not undertaking any business activity.

EXTRACT OF THE ANNUAL REPORT

Pursuant to Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) a copy of Annual Report is available on the website of the Company :https://mmtclimited.com/pages/show/256-annual-report-(english)

NUMBER OF MEETINGS HELD OF THE BOARD

During the Financial Year 2025-26, Four (4) meetings of the Board of Directors were held, i.e. on 28.05.2025,

07.08.2025, 13.11.2025 & 12.02.2026.

DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

All the Part-time Non-O cial Directors (Independent Directors) on the Board of MMTC have a rmed that they meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the nancial year ending 31.03.2026.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION ETC.

MMTC, being a government company, all members of the Board are appointed by the President of India through Administrative Ministry i.e., the Ministry of Commerce & Industry, Government of India, which, inter-alia, xes the remuneration through their appointment orders/pay xation orders.

The Non-Executive Part-Time O cial Directors (Government nominees) are not entitled to any remuneration or sitting fees. The part-time non-o cial (Independent Directors) are paid sitting fee for each Board / Committee Meetings attended by them as approved by the Board from time to time as per the limits laid down in Companies Act, 2013 and the related rules.

The eligibility criterion for appointment of Independent Directors is laid down by the Department of Public Enterprises, Government of India which is as per the relevant provisions of Companies Act and the SEBI Regulations. The positive attributes expected to be exhibited by the Independent Directors are conveyed to them on their appointment. Further, every year, they submit a declaration in the prescribed format to con rm that they continue to qualify as Independent Directors.

ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Ministry of Corporate A airs vide its noti cation No. GSR 463(E) dated June 5, 2015, exempted Government Companies from certain provisions of the Companies Act, 2013, which include, inter-alia, sub section (6) of Section 149, Sub-sections (2), (3) & (4) of Section 178 regarding appointment, performance evaluation and remuneration. As per the said noti cation, Section 134(3) (p) regarding performance evaluation of Directors also shall not apply to Government Companies in case the directors are evaluated by the Ministry or Department of the Central Government which is administratively in charge of the Company.

The appointment of Chairperson, Functional Directors, Part-time O cial Directors (Government Nominee) as well as Part-time Non-O cial Directors (Independent Directors) on the Board of MMTC is made by Government of India through the Ministry of Commerce & Industry. Further, the terms and conditions of appointment as well as tenure of all directors are also decided by the Government and there is a procedure for evaluation of performance of Chairperson and Functional Directors by the Administrative Ministry.

REPORTING OF FRAUDS BY AUDITORS

According to the information and explanations given to us and as represented by the Management and based on our examination of the books and records of the Company and in accordance with Generally Accepted Auditing Practices (GAAP) in India, no case of material fraud by the Company or on the Company has been noticed or reported during the year. During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against your Company by its o cers or employees, the details of which would need to be mentioned in the Directors report.

RISK MANAGEMENT POLICY

The Board of Directors approved the Risk Management Policy after the same has been duly recommended by the Audit Committee of Directors to take care of various risks associated with the operations undertaken by your company. Further, the company has implemented Fraud Prevention Policy in order to enforce controls and to aid in prevention and detection of frauds in the Company. The Policy intends to promote consistent legal and ethical organizational behavior by assigning responsibility for the development of controls, and providing guidelines for reporting and conduct of investigations of suspected fraudulent behavior. The Company does not take exposure in volatile commodities/ market condition especially in the present circumstances when it is not undertaking any business.

PARTICULARS OF EMPLOYEES

As per provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company is required to disclose the ratio of the remuneration of each director to the median employees remuneration and details of employees receiving remuneration exceeding limits as prescribed from time to time in the Directors Report. However, as per noti cation dated 5th June, 2015 issued by the Ministry of Corporate A airs, Government Companies are exempted from complying with provisions of Section 197 of the Companies Act, 2013. Therefore, such particulars have not been included as part of Directors Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your Directors state that:

a) In the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of a airs of the Company at the end of the Financial Year and of the pro t and loss of the Company for the year ended 31.03.2026;

c) The Directors have taken a proper and su cient 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 had prepared the Annual Accounts on a going concern basis.

e) The Directors of your company had laid down Internal Financial Controls to be followed by the company and that such internal nancial controls are adequate and were operating e ectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating e ectively.

g) At present, MMTC is not carrying out any business activity.

h) Auditors/C&AG comments on annual accounts of MMTC for the year 2025-26 form part of the Annual Accounts and are available in this report.

LEGAL CASES :-

O DISPUTE BETWEEN MMTC & ANGLO-AMERICAN COAL

The Execution Petition No.19/2018 led by Anglo Coal against MMTC post Honble Supreme Court award in favor of Anglo Coal in respect of non-performance of coking coal contract is pending in Delhi High Court. MMTC deposited Rs.1087 crores approx. on 20.07.2022 to secure the interest of the decree holder. The Petition is being contested by MMTC.

In terms of the court order dated 06.05.2022 & 07.07.2022 passed by the Honble Delhi High Court in the matter of Anglo Coal case, an amount of Rs.1088.62 crores have been deposited with Delhi High Court and the nal amount is subject to judgment/clari cation of Honble Court. Provision of Rs.1054.87 crores has already been made in the books of accounts.

MMTC led Objections under Section 47 CPC, 1908, before the Honble High Court of Delhi to hold and declare that the Award dated 12.05.2014 is a nullity and therefore un-executable, since it is vitiated with the poison of fraud, collusion and corruption before the Honble High Court of Delhi based on PE registered by CBI on 09.01.2023. However, vide order dated 09.05.2025, the Honble High Court of Delhi dismissed MMTCs Stay Application and objections directed the release of the awarded amount deposited by MMTC to the Decree Holder (Anglo) along with up-to-date accrued interest after expiry of 2 weeks. Further, MMTC led SLP challenging the Order dt. 09.05.2025 before the Honble Supreme Court, which was dismissed on 03.11.2025.

Simultaneously, a Civil Suit was also led by MMTC before the High Court of Delhi seeking declaration to hold Addendum no. 2 executed between MMTC and Anglo void ab initio on the basis of fraud and corruption. On 29.07.2025 the Suit was dismissed. CBI has also registered an FIR by registering case on Anglo matter on 21.07.2025.

The Honble High Court of Delhi vide order dt. 10.11.2025, directed that a sum of Rs. 1000 Cr as deposited by MMTC shall be released to Anglo within a period of one week. On 17.11.2025 a sum of Rs. 1000 Cr was released to M/s Anglo. On 09.07.2026, the matter was heard by Honble High Court of Delhi wherein it has been mentioned that the amount deposited by MMTC along with up to date Interest has attained nality. MMTCs application for release of properties lying with Honble High Court was not heard and the next date of hearing is xed on 22.09.2026.

MMTC is ling application for early hearing under section 151 CPC seeking permission to lease the properties with the undertaking to deposit the lease proceeds with the Registry of Honble High Court of Delhi.

O DISPUTE BETWEEN MMTC& MBS GROUP

During the FY 2011-12 MMTC Hyderabad imported about 16.15 tons of OGL Gold for MBS Group (MBS Impex Pvt. Ltd. and MBS Jewellers Pvt. Ltd.) under Outright, Buyers Credit, Suppliers Credit and Loan Schemes, which resulted loss of about Rs. 228.82 crores in FY 2011-12.

MMTC led Civil suit in 2013 before the City Civil Court, Hyderabad, seeking recovery of Rs. 228.82 crores along with interest.

Decree of Civil Suit pronounced in favor of MMTC on 10.02.2025, Rs. 228.82 crores were awarded in favor of MMTC along with the interest at the rate of Rs. 13.5% p.a. from 30.09.2013 till realization. Further, a sum of Rs. 11.89 Crores have been imposed towards cost on the opposite party.

CAVEAT at High Court of Telangana has been led on the decree. MMTC Ltd., Hyderabad has led Execution Petition vide CEP no. 33/2025 on 27.06.2025. The proceeding got delayed as the court was vacant for substantial time. There are no Appeals led by any of the Respondents. Thereafter, Mr. Santosh Bhatia, Liquidator appointed by NCLT for R-2 (M/s MBS Impex Pvt. Ltd) has appeared during March 2026 and led an Application before the Civil Court stating that the Judgment passed by the Commercial Court is in violation of Insolvency Bankruptcy Waterfall mechanism. MMTC has led Counter/ Rejoinder for the same. Matter was posted for arguments on 07.07.2026. Arguments concluded on the application led by the liquidator.

O DISPUTE BETWEEN MMTC & SHIV SAHAI

The legal dispute between MMTC And M/s Shiv Sahai & Sons was uncovered from nancial irregularities identi ed in the bullion transactions of MMTCs Chennai Regional O ce for the FY 2010-2011. A special audit concluded in June 2012, revealing that Rs. 98.23 crores were recoverable from M/s Shiv Sahai & Sons.

Following this, MMTC led a civil suit in March 2013 before the Madras High Court. Shiv Sahai invoked Section 8 of the Arbitration & Conciliation Act, which was upheld by the Honble Supreme Court, leading both parties to agree to an Ad Hoc arbitration process. Arbitration proceedings began in December 2017.

After multiple and extensive hearings nal written arguments concluded in July 2024. The arbitrator issued the nal award on 06.08.2024 in MMTCs favor, directing Shiv Sahai to pay Rs. 23.39 crores with 12% interest per annum from 14.12.2012 until the date of payment. Shiv Sahais counterclaims of Rs. 66 crores were dismissed. The amount due from Shiv Sahai as on date of award is Rs. 56.10 crores.

To secure the award amount, MMTC led a CAVEAT and a Section 9 application on 26.09.2024 before the Madras High Court, which ordered Shiv Sahai to provide property disclosures and Sec 9 petition was disposed of after property details submitted by M/s. Shiv Sahai and Sons. MMTC led an 2 execution petition on 16.10.2025 to attach properties as declared by M/s Shiv Sahai & Sons Mr. N.P. Agarwal and Mr. Ganesh Agarwal Director, M/s Shiv Sahai & Sons Pvt. Ltd., for enforcement of Rs. 56.10 Crores (including interest) as on award date. The EPs covered properties at Chennai & Jaipur. Subsequently as per court advise, MMTC led 4 separate execution petitions for separately marking every property of Shiv Sahai, i.e., for the remaining properties situated at Trichy, Srirangam, Salem & Thrissur. As on date the petitions are pending numbering by Registry.

M/s Shiv Sahai & Sons led an appeal against Arbitration Award u/s 34 (Arb. O.P. (Comm. Div.) No. 350 of 2025) listed on 09.10.2025 and 16.10.2025 but did not reach for hearing either day. Hearing now stands deferred and new date of hearing awaited.

CHANGES IN THE BOARD OF DIRECTORS

Following are the changes in the Board of Directors of your company since 1st April 2025: -

Sr. No. Name of the Director	Category	Date of Appointment/ Cessation	Appointment/ Cessation
1. Smt. Aishvarya Singh	Non- Executive Director (Govt. Nominee)	22.09.2025	Cessation
2. Shri A.K.M. Kashyap	Non- Executive Director (Govt. Nominee)	16.12.2025	Appointment
3. Ms. Anoopa Sankarankutty Nair	Director (Finance)	10.06.2025	Appointment
		09.06.2026	Cessation
4. Smt. Arti Bhatnagar	Non- Executive Director (Govt. Nominee)	26.09.2025	Cessation
5. Shri Asit Gopal	Non- Executive Director (Govt. Nominee)	27.01.2026	Appointment
		28.04.2026	Cessation
6. Shri Dinesh Dubey	Independent Director	25.04.2025	Appointment
		24.04.2026	Cessation
7. Shri Hardeep Singh	Chairman and Managing Director	27.04.2025	Cessation
8. Shri J Ravi Shanker	Director (Marketing)	31.07.2025	Cessation
9. Shri J.S. Mann	Director (Marketing)	12.02.2026	Appointment
10. Shri Kapil Kumar Gupta	Director (Finance)	31.05.2025	Cessation
11. Ms. Nigar Fatima Husain	Non- Executive Director (Govt. Nominee)	07.05.2026	Appointment
12. Shri Nitin Kumar Yadav	Chairman and Managing Director	28.04.2025	Appointment
13. Shri Srinivas Rao Maddi	Independent Director	09.06.2026	Cessation
14. Smt. Surendranath Meenakshi	Independent Director	08.06.2026	Cessation
15. Shri Nabarun Nayak	Independent Director	02.08.2026	Cessation
16. Shri Kundan Kumar Mishra	Director (Finance)	03.08.2026	Appointment

The Board places on record its deep appreciation for the commendable services and the contributions made by Smt. Aishvarya Singh, Ms. Anoopa Sankarankutty Nair, Smt. Arti Bhatnagar, Shri Asit Gopal, Shri Dinesh Dubey, Shri Hardeep Singh, Shri J. Ravi Shanker, Shri Kapil Kumar Gupta, Shri Srinivas Rao Maddi, Smt. Surendranath Meenakshi & Shri Nabarun Nayak who ceased to be Directors on the Board. The Board welcomes new Directors and expresses its con dence that the Company shall immensely bene t from their rich and varied experience.

In terms of provisions of Article 87(4)(A) of Articles of Association of the Company regarding rotational retirement of Directors, no director is going to retire by rotation at the AGM.

ACKNOWLEDGEMENT

Your directors would like to acknowledge and place on record their sincere appreciation of all stakeholders- Shareholders, Department of Commerce, all Govt. Agencies, and other business service partners for the excellent support and cooperation received from them during the year. Your directors also recognize and appreciate the e orts and hard work of all the employees of the Company and their continued contribution towards its progress.

By the Order of the Board

Sd/-

(Nitin Kumar Yadav)

Chairman & Managing Director