Your Directors are pleased to present the 15th (Fifteenth) Annual Report on the business and operations of the
Company together with the Audited Financial Statement of the Company for the financial year ended 31st March,
2025.

FINANCIAL HIGHLIGHTS (' in lacs)

OPERATIONS AND BUSINESS PERFORMANCE

The Company has maintained its steadiness both in its turnover and profitability. Inspite to several factors marred
with the current slow down in economy, the Company with its best efforts is also able to register profit of' 597.57
lakhs during the year under report. However, the Company is further improving its performance day-by-day and is
expected to show further improvement in its results in coming years.

STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK

The Company expects to increase its revenue and the profitability during the year as the business has started
showing growth and the economy as a whole has moved to its revival and future of the Company looks very
bright. There is no dearth of demand and the Company is well shaped to cope up itself with the market expectations.

CHANGES IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company during the year under review.

DIVIDEND

The Board of Directors is pleased to recommend a final dividend of' 0.07 per Equity Share (7%) against the face
value of' 1/- of an equity share of the Company, subject to the approval by the Members of the Company at the
ensuing Annual General Meeting.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to the General Reserve Account.
Subsidiary / Joint Ventures / Associates

The Company during the year under review has incorporated a new wholly owned subsidiary i.e Manaksia
Aluminium Inc. at 8 The Green STE R, DOVER D 19901, State of Delaware, USA. However, the subsidiary
Company is yet to commence its operation. The share application money will be deposited into subsidiary bank
account shortly and hence the consolidated financials are not being prepared for the year ended 31st March
2025.

CAPITAL & DEBT STRUCTURE

The paid-up Equity Share Capital of the Company as at 31st March, 2025 stood at ' 655.34 lacs divided into
65534050 equity shares of' 1 each. There is no change in the capital structure of the Company during the year.

A) Issue of equity shares with differential rights

The Company did not issue equity shares with differential rights during the Financial Year 2024-25.

B) Issue of sweat equity shares

The Company did not issue sweat equity shares during the Financial Year 2024-25.

C) Issue of employee stock options

The Company did not issue employee stock options during the Financial Year 2024-25.

D) Provisions of money by Company for purchase of its own shares by employees or by trustees for
the benefit of employees.

The Company does not have a scheme for purchase of its own shares by employees or by trustees for the
benefit of employees.

E) Issue of Debentures, Bonds, Warrants or any non-convertible securities

The Company did not issue Debentures, Bonds, Warrants or Non-convertible securities during the Financial
Year 2024-25.

LISTING WITH STOCK EXCHANGES

The Company's Equity shares are listed on National Stock Exchanges of India Limited and BSE Limited. Applicable
annual Listing fee has already been paid to the respective stock exchanges for the financial year 2025-26.

DEMATERIALISATION OF SHARES

99.999% of the company's paid-up Equity Share Capital is in dematerialized form as on 31 March, 2025 and
balance 0.001% is in physical form. The Company's Registrars is M/s Maheshwari Datamatics Private Limited
having their registered office at 23, R.N. Mukherjee Road, 5th Floor, Kolkata- 700 001.

The entire shareholding of the promoters' and promoters' group are in dematerialized form.

DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT

Details of shares held in the demat suspense account as required under Regulation 39(4) read with Para F of
Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred
to as “Listing Regulations”) forms part of the Corporate Governance Report.

DETAILS PERTAINING TO CREDIT RATINGS

Credits rating in terms of Regulation 34(3) read with Para C of Schedule V of the Listing Regulations are given in
the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as stipulated under Regulation 34(2) read with Para B of
Schedule V of the Listing Regulations, on the operations of the Company, as required under the Listing Regulations
is provided in a separate section and forms an integral part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is not applicable to the Company and hence Business Responsibility and Sustainability
Report for financial year 2024-2025 is not attached.

DETAILS UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013 (HEREINAFTER REFERRED TO AS “ACT”)
IN RESPECT OF ANY SCHEME OF PROVISIONS OF MONEY FOR PURCHASE OF OWN SHARES BY
EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES

No such instance took place during the year under review.

DETAILS RELATING TO MATERIAL VARIATIONS

The Company has not issued any prospectus or letter of offer during the last five years and as such the requirement
for providing the details relating to material variation is not applicable upon the company for the year under review.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY
TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company which have
occurred between the end of the financial year 2024-25 and the date of this report.

ANNUAL RETURN

The Annual Return as on 31.03.2025 as provided under Section 92(3) of the Companies Act, 2013 and as
prescribed in Form No. MGT-7 of the Companies (Management and Administration) Rules, 2014, is available on
the website of the company and can be accessed at https://www.manaksiaalumimum.com/pdf/FORM-MGT-
7_DRAFT.pdf

CORPORATE GOVERNANCE REPORT

The Company follows the corporate governance guidelines and best practices sincerely, and discloses timely
and accurate information regarding the operations and performance of the Company.

Pursuant to Regulation 34 read with Para C of Schedule V of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, Report on the Corporate Governance along with a
certificate from the Statutory Auditors of the Company confirming compliance with the conditions of the Corporate
Governance is annexed as Annexure-‘A’.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

4 (Four) meetings of the Board of Directors were held during the Financial Year 2024-25. The details of number
of meetings of Board of Directors held during the year have been provided in the Corporate Governance Report
forming part of this Directors' Report.

The Institute of Company Secretaries of India has issued Secretarial Standard and all the Secretarial Standards
have been approved by the Central Government under section 118(10) of the Companies Act, 2013. Pursuant to
the provisions of Section 118(10) of the Companies Act, 2013, it is mandatory for the company to observe the
secretarial standards with respect to Board Meeting and General Meeting. The Company has adopted and
followed the set of principles prescribed in the respective Secretarial Standards for convening and conducting
Meetings of Board of Directors, General Meeting and matters related thereto. The Directors have devised proper
systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems
are adequate and operating effectively as far as possible.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time
being in force), the Directors of the Company state that:

a) in the preparation of the annual accounts for the year ended 31st March, 2025, the applicable Accounting
Standards had been followed along with proper explanations relating to material departures, if any;

b) the Directors had adopted such accounting policies and applied them consistently and made judgements
and estimates in a reasonable and prudent manner so as to give a true and fair view of the state of affairs of
the Company as at the end of the financial year 2024-25 and of the loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;

d) the annual accounts had been prepared on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal
financial controls were adequate and operating effectively;

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.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

Mr. Chandan Ambaly (DIN: 08456058), Ms. Suprity Biswas (DIN: 08671365) and Mr. Shuvendu Sekhar Mohanty
(DIN: 03523039) are Independent Directors on the Board of the Company as on 31st March, 2025.

The Company has received declarations from the Independent Directors confirming that they meet the criteria of
independence as prescribed under the provisions of the Section 149 of the Act, read with the Schedules and
Rules issued thereunder, as well as clause (b) of sub-regulation (1) of Regulation 16 and sub-regulation (8) of
Regulation 25 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for
the time being in force).

They have also registered themselves in the databank with the Institute of Corporate Affairs of India as an
Independent Director as per Rule 6(1) of the Companies (Appointment and Qualifications of Directors) Rules,
2014.

The Board of Directors of the Company has reviewed the disclosures of independence submitted by the Independent
Directors and is of the opinion that the Independent Directors fulfil the conditions specified in the Act and Listing
Regulations and are independent of the management. In the view of the Board, all the directors possess the
requisite skills, expertise, integrity, competence, as well as experience considered to be vital for business
growth.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to
the Act. Further the Independent Directors have also complied with Code of Conduct for Directors and Senior
Management Personnel formulated by the Company.

COMPLAINCE WITH THE CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND SENIOR
MANAGEMENT

All directors and senior management have affirmed compliance with the Code of Conduct for the Board of Directors
and Senior Management. A declaration to that effect is attached with the Corporate Governance Report.

DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152(6) of the Act and Article 87 of the Articles of Association of the
Company, Mr. Debasis Banerjee (DIN: 08164196), Whole-time Director of the Company, is liable to retire by
rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Mr. Anirudha Agrawal (DIN: 06537905) was appointed as the Whole-time Director of the Company with effect from
7^th November, 2022 for a period of three years. Accordingly, pursuant to the recommendation of Nomination &
Remuneration Committee and Audit Committee and after taking into consideration expertise, knowledge in
respective field which is beneficial to the Company in the long run, experience and valuable inputs the Directors
provide to the Company, the Board of Directors at its meeting held on 8^th August, 2025 has re-evaluated the
tenure and has approved the re-appointment of Mr. Anirudha Agrawal as Whole-time Director of the Company,
liable to retire by rotation for a term of 3 (Three) years w.e.f. 7^th November, 2025 respectively subject to approval
of shareholders in the ensuing Annual General Meeting.

Upon a favourable recommendation from the Board's Nomination and Remuneration Committee and after taking
consideration of his past knowledge and experience in multiple fields which also proved to be helpful for the
Company in his current tenure and on the basis of the performance evaluation done by the Board of Directors, the
Board at its meeting held on 8th August, 2025 has proposed re-appointment of Mr. Shuvendu Sekhar Mohanty
(DIN: 03523039), as Non-Executive Independent Director of the Company for a second term of 5 (five) years w.e.f.
01^st October, 2025, subject to the approval of Shareholders at the ensuing Annual General Meeting. Appropriate
Resolution, to this effect, are also being proposed at the forthcoming AGM.

Mr. Ajay Kumar Chakraborty (DIN:00133604) has completed his second term as Non-Executive Independent
Director and hence ceased to be Director of the Company w.e.f. 23^rd September, 2024. The Board of Director
acknowledges the contribution provided by him during his tenue as Independent Director of the Company.

STATUTORY AUDITORS

The members of the Company at the 14^th AGM held on 20^th September, 2024, has approved re-appointment of M/
s Dangi Jain & Co. as Statutory Auditors of the Company for a second term of five consecutive years from
conclusion of the 14th AGM until the conclusion of the 19th AGM of the Company to be held for FY 2028-29.

M/s. Dangi Jain & Co., have confirmed that they are within the limits specified under Section 141 (3)(g) of the
Companies Act, 2013 and they are not disqualified to act as Statutory Auditors in terms of the provisions of
Sections 139 and 141 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

As required under Regulation 33(1)(d) of Listing Regulations, M/s. Dangi Jain & Co., have confirmed that they
hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

There are no observations (including any qualification, reservation, adverse remarks or disclaimer) of the Auditors
in their Audit Report that may call for any explanation from the Directors. The specific notes forming part of the
accounts referred to in Auditor's Report are self- explanatory and give complete information.

Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, the Board of Directors
at its meeting held on 8th August 2025, upon the recommendation of the Audit Committee, appointed Mr. Asit
Kumar Labh, Practicing Company Secretary (Membership No.: 32891 / COP : 14664) as Secretarial Auditor for
a term of five consecutive years commencing from financial year 2025-26, subject to the approval of the shareholders
at the forthcoming AGM of the Company. The Company has received the necessary consent from him to act as
the Secretarial Auditor of the Company along with the certificate confirming that his appointment would be within
the applicable limits.

The Secretarial Audit Report in Form MR-3 as given by him for the Financial Year ended 31st March, 2025, forms
part of the Directors Report and annexed as Annexure- ‘B'

The Secretarial Auditors Report of the Company does not contain any qualification, reservation, adverse remark
or disclaimer that may call for any explanation from the Directors.

COST AUDITORS

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules,
2014 as amended from time to time, your Company is required to maintain cost records for, few of its products
and accordingly, such accounts are made and records have been maintained by the Company.

The Board of Directors of the Company, on the recommendations made by the Audit Committee, has reappointed
M/s. S. Chhaparia & Associates., Cost Accountants as the Cost Auditors of the Company to conduct the audit
of cost records for the FY 2025-26 in accordance with Section 148 of the Act read with Companies (Cost
Records and Audit) Rules, 2014, at a remuneration of '1,20,000/- plus reimbursement of out-of-pocket expenses
at actuals and applicable taxes. The remuneration to be paid to the Cost Auditor needs to be ratified by the
shareholders at the ensuing Annual General Meeting of the Company.

A resolution seeking Member's approval for ratification of the remuneration payable to the Cost Auditor forms part
of the Notice of the Annual General Meeting and the same is recommended for your consideration.

Relevant cost audit report for the year 2023-24 was submitted to the Central Government within stipulated time
and was free from any qualification or adverse remarks. The Cost Audit Report for the Financial Year 2024-25 has
been reviewed by the Board of Directors at its meeting held on 8th August, 2025 and the same will be filed with
Central Government within stipulated time. The said report is free from any qualification or adverse remarks.

INTERNAL AUDITORS

The Board of Directors of the Company, on the recommendations made by the Audit Committee, has re-appointed
M/s. S. Bhalotia & Associates. (FRN: 325040E), Chartered Accountants as Internal Auditors of the Company for
the FY 2025-26 in accordance with Section 138 of the Act read with the Companies (Accounts) Rules, 2014.

FRAUD REPORTING

There was no fraud reported by the Auditors of the Company u/s 143(12) of the Act, to the Audit Committee or the
Board of Directors during the year under review.

PARTICUALARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not given any loans, made any investments or given any guarantee as stipulated under the
provisions of Section 186 of the Act, during the financial year 2024-25.

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, related party
transactions are placed before the Audit Committee for approval. Wherever required, prior approval of the Audit

Committee is obtained on an omnibus basis for continuous transactions and the corresponding actual transactions
become a subject of review at subsequent Audit Committee Meetings. The transactions entered into pursuant to
the omnibus approval so granted are reviewed by the Audit Committee and a statement giving details of all
related party transactions is placed before the Audit Committee and the Board of Directors for their approval on
a quarterly basis.

All related party transactions/arrangements entered into by the Company during the year were on arm's length
basis and in the ordinary course of business.

There were no material significant related party transactions, as defined in terms of the provisions of Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, entered into
by the Company during the year under review which could conflict with the interest of the Company as a whole
and, as such, disclosure in Form AOC-2 pursuant to Rule 8(2) of the Companies (Accounts) Rules, 2014 has not
been made.

The policy on Related Party Transactions as approved by the Board of Directors of the Company may be
accessed on the Company's website www.manaksiaaluminium.com and the weblink thereto is http://
www.manaksiaaluminium.com/pdf/POLICY-ON-RELATED-PARTy-TRANSACTIONS.pdf

PARTICULARS OF LOANS/ADVANCES/INVESTMENTS OUTSTANIDNG DURING THE FINANCIAL YEAR
AS REQUIRED UNDER SCHEDULE V OF THE LISITNG REGULATIONS

The details of Related Party disclosures with respect to loans/ advances/ investments at the year end and
maximum outstanding amount thereof during the year as required under Part A of Schedule V of the Listing
Regulations have been provided in the notes to the Financial Statements of the Company.

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

The details required pursuant to the provisions of Section 134(3)(m) of the Act, read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings
and Outgo forms part of this Directors Report and marked as Annexure-‘C’.

RISK MANAGEMENT SYSTEM

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated
efforts to minimize, monitor and mitigate the probability and/or impact of unfortunate events or to maximize the
realisation of opportunities.

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of
Directors of the Company are responsible for framing, implementing and monitoring the risk management plans
of the Company. The Company has a “Risk Management Policy” to identify risks associated with the Company,
assess its impact and take appropriate corrective steps to minimize the risks that may threaten the existence of
the Company. It helps in safeguarding the organization from various risks through adequate and timely actions.
The Company manages, monitors and reports on its risks and uncertainties that can impact its ability to achieve
its objectives. The major risks have been identified by the Company and its mitigation process/measures have
been formulated.

COMMITTEES OF THE BOARD

The Board of Directors have constituted Audit Committee, Nomination & Remuneration Committee and
Stakeholders Relationship Committee to deal with specific areas/activities that need a closer review and to have
an appropriate structure for discharging of its responsibilities.

The Company pursuant to the requirement of the provisions of Section 177 of the Act read with the Regulation 18
of the Listing Regulations has in place Audit Committee comprising of 4 (Four) members. The Committee is
chaired by Mr. Chandan Ambaly (DIN: 08456058), Independent Director. Mr. Shuvendu Sekhar Mohanty (DIN:
03523039), Independent Director, Ms. Suprity Biswas (DIN: 08671365), Independent Director and Mr. Sunil
Kumar Agrawal (DIN: 00091784), Managing Director are the other Members as on 31.03.2025. Mr. Ashok Agarwal,
Chief Financial Officer was a permanent invitee to the Meetings. Mr. Vivek Jain, the Company Secretary acts as
a Secretary to the Committee.

The details of composition, terms of reference and number of meetings held for the Committee is provided in the
Corporate Governance Report.

There were no instances of any disagreement between the Committee and the Board and all recommendations
of the Audit Committee made during the year were accepted by the Board.

NOMINATION & REMUNERATION COMMITTEE

The Company pursuant to the requirement of the provisions of Section 178(1) of the Act read with the Regulation
19 of the Listing Regulations has in place Nomination & Remuneration Committee comprising of 3 (Three)
members. The Committee was chaired by Ms. Suprity Biswas (DIN: 08671365), Independent Director. Mr.
Chandan Ambaly (DIN: 08456058), Independent Director and Mr. Shuvendu Sekhar Mohanty (DIN: 03523039),
Independent Director are the other Members as on 31.03.2025.

The details of composition, terms of reference and number of meetings held for the Committee is provided in the
Corporate Governance Report.

There were no instances of any disagreement between the Committee and the Board and all recommendations
of the Nomination & Remuneration Committee made during the year were accepted by the Board.

COMPANY’S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The Company has formulated and adopted Remuneration Policy which is reviewed and revised from time to time
by the Board of Directors taking any amended clause into consideration in accordance with the provisions of
Section 178 of the Act and Regulation 19 read with Para A of Part D of Schedule II of Listing Regulations. The
Company has also formulated the Criteria of making payment to Non-Executive Directors including Independent
Directors, the website link for which has been provided in Corporate Governance Report.

The said Policy of the Company, inter alia, formulates the criteria for appointment of Executive, Non-Executive
and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of
the Company, their remuneration including determination of qualifications, positive attributes, independence of
Directors and such other matters as provided under sub-section (3) of Section 178 of the Act.

The policy aims to attract, retain and motivate qualified people at the executive and at the board levels and
ensures that the interests of Board members & senior executives are aligned with the business strategy, objectives,
values and long-term interests of the Company.

The policy contains detailed criteria for selection and appointment of the Board members and other executive
members and also lays down the compensation structure of Non-Executive Directors, Executive Directors, Key
Managerial Personnel(s) and Senior Management Personnel(s). The said policy forms part of the Directors
Report and marked as Annexure-‘D’.

The Nomination and Remuneration Policy is also available at the following weblink: http://
www.manaksiaaluminium.com/pdf/REMUNERATION-POLICY.pdf.

As required by the provisions of Section 178(5) of the Act, read with Regulation 20 of the Listing Regulations, the
Company has in place the Stakeholders Relationship Committee comprising of 3 (Three) members. The Committee
is chaired by Mr. Chandan Ambaly (DIN: 08456058) - Independent Director. Mr. Anirudha Agrawal (DIN: 06537905)
- Whole Time Director and Mr. Sunil Kumar Agrawal (DIN: 00091784) - Managing Director are the other members
as on 31.03.2025.

The details of composition, terms of reference and number of meetings held for the Committee is provided in the
Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company has formulated a CSR Policy which is available on Company's website at https://
www.manaksiaaluminium.com/upload/media/jan_2021/Corporate%20Social%20Responsibility%
20Policy.pdf

In view of amended provisions in Section 135 of the Companies Act, 2013, the Company at its Board Meeting
held on 08th June, 2021 has temporarily withdrawn the functions to be discharged by CSR Committee as the
amount required to be spent by Company does not exceed ' 50 Lakhs and hence the existing functions of CSR
Committee is discharged by the Board of Directors of the Company.

During the year under review, in compliance with the provisions of Section 135 of the Companies Act, 2013, the
Companies (Corporate Social Responsibility) Rules, 2014 and the various notifications/circulars issued by the
Ministry of Corporate Affairs, the Company has contributed the eligible amount through implementing agency
engaged in activities specified in Schedule VII of the Companies Act, 2013. The salient features of the CSR
policy along with the Report on CSR activities are given in Annexure-E to this Directors' Report.

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

Pursuant to the provisions of the Act and the Listing Regulations, read with Guidance Note on Board Evaluation
of SEBI dated 5th January, 2017, the Nomination & Remuneration Committee has laid down the criteria for
performance evaluation, in a structured questionnaire form after taking into consideration various aspects of the
Board functioning, composition of the Board and its Committees, culture, execution, diligence, integrity, awareness
and performance of specific laws, duties, obligations and governance, on the basis of which, the Board has
carried out the annual evaluation of its own performance, the performance of Board Committee and of Directors
individually.

The performance of the Board and individual Directors was evaluated by the Board seeking feedback from all the
Directors. The performance of the Committees was evaluated by the Board seeking views from the Committee
Members. As per Para VII of Schedule IV of the Act, the Independent Directors of the Company, without the
participation of Non-Independent Directors and members of management, in their separate meeting held on 18^th
May, 2024 have reviewed the performance of:

• Non-Independent Directors and the Board as a whole;

• the Chairman of the Company taking into account the views of Executive Directors and Non-Executive
Directors.

• assessed the quality, quantity and timeliness of flow of information between the company management and
the board that is necessary for the board to effectively and reasonably perform their duties.

The review of performance of Non-Independent Directors was done after discussing with them on various parameters,
such as, skill, competence, experience, degree of engagement, ideas and planning etc. The Board performance
was reviewed on various parameters, such as, adequacy of the composition of the Board, Board culture,

appropriateness of qualification & expertise of Board members, process of identification and appointment of
Independent Directors, inter-personal skills, ability to act proactively, managing conflicts, managing crisis situations,
diversity in the knowledge and related industry expertise, roles and responsibilities of Board members, appropriate
utilization of talents and skills of Board members etc. The evaluation of the Chairman of the Company was
conducted on various parameters such as leadership, quality, capability, availability, clarity of understanding,
governance & compliance and degree of contribution etc.

The Board of Directors of the Company expressed their satisfaction towards the process of review and evaluation
of performance of Board, its committees and of individual directors.

FAMILIARIZATION PROGRAMME

In terms of Regulation 25(7) of Listing Regulations your Company is required to conduct Familiarisation Programme
for Independent Directors to familiarise them about your Company including nature of industry in which your
Company operates, business model of your Company, roles, rights and responsibilities of IDs and any other
relevant information. Further, pursuant to Regulation 46 of the Listing Regulations, your Company is required to
disseminate on its website, details of familiarisation programme imparted to IDs including the details of:

i) number of programmes attended by IDs (during the year and on a cumulative basis till date),

ii) number of hours spent by IDs in such programmes (during the year and on a cumulative basis till date), and

iii) other relevant details.

Accordingly, the details of familiarization programme imparted to the Independent Directors is provided at the
following weblink: https://www.manaksiaaluminium.com/pdf/Details-of-Familiarisation-Program-imparted-
to-IDs-Aluminium.pdf

DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review in terms of Chapter
V of the Act.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND
TRIBUNALS

The Company has not received any significant or material orders passed by any regulatory authority, court or
tribunal which may impact its going concern status and Company's operations in future.

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

The Company has in place adequate internal financial controls with reference to the financial statements. Your
Directors had laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and were operating effectively. To commensurate the internal financial control with its size,
scale and complexities of its operations, the Company on the recommendation of Audit Committee has M/s S
Bhalotia & Associates, Chartered Accountants, as Internal Auditors of the Company for FY 2024-25.

The Audit Committee reviews the Report submitted by the Internal Auditors. The Audit Committee actively reviews
the adequacy and effectiveness of the internal control systems, in this regard, your Board confirms the following:

a. Systems have been laid to ensure that all transactions are executed in accordance with management's
general and specific authorization. There are well-laid manuals for such general or specific authorization.

b. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation
of financial statements in conformity with generally accepted accounting principles or any other criteria
applicable to such statements, and to maintain accountability for aspects and the timely preparation of
reliable financial information.

c. Access to assets is permitted only in accordance with management's general and specific authorization.
No assets of the Company are allowed to be used for personal purposes, except in accordance with terms
of employment or except as specifically permitted.

d. The existing assets of the Company are verified/checked at reasonable intervals and appropriate action is
taken with respect to any differences, if any.

e. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to
the Company's policies.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In Compliance with the provisions of section 177(9) of the Act and Listing Regulations, the Company has framed
a Whistle Blower Policy to establish a vigil mechanism for Directors and employees to report genuine concerns
about actual or suspected unethical behaviour, malpractice, wrongful conduct, discrimination, sexual harassment,
fraud, violation of the Company polices including Code of Conduct without fear of reprisal/retaliation. The policy
provides for adequate safeguards against victimization of persons who use such mechanism and provides for
direct access to the Chairperson of the Audit Committee in appropriate cases. It is affirmed that no personnel of
the Company have been denied access to the Audit Committee. The policy is available on the website of the
Company at given weblink http://www.manaksiaaluminium.com/pdf/Whistle-Blower-Policy-11042019.pdf

During the year under review, no cases of violations were reported under this mechanism.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on prevention,
prohibition and redressal of sexual harassment at the workplace in line with the provisions of The Sexual Harassment
of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘the Act') and Rules under it. Your
Company has complied with provisions relating to the constitution of an Internal Complaints Committee under
the Act. The Internal Committee (IC) comprises of internal members and an external member who has extensive
experience in the field.

During the year under review, no case of sexual harassment was reported to the Internal Complaints Committee.
MATERNITY BENEFIT COMPLIANCE

During the year under review, your Company has duly complied with all applicable provisions of the Maternity
Benefits Act, 1961, ensuring that eligible female employees are granted the statutory entitlements related to
maternity leave, benefits, and workplace support. This compliance reflects the organization's commitment to
upholding employee welfare and adhering to labour laws designed to protect the rights of working mothers.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there
were no funds which were required to be transferred to Investor Education and Protection Fund.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosure pertaining to remuneration and other details as required under the provisions of Section 197(12)
of the Act read with applicable provisions of Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 forms part of the Directors Report and marked as Annexure-‘F’.

During the year under review, no employee of the Company drew remuneration in excess of the limits specified
under the provisions of section 197(12) of the Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 and hence no disclosure is required to be made in the
Annual Report.

CORPORATE INSOLVENCY INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

During the period under review, neither any application under Corporate Insolvency Resolution Process was
initiated nor any pending under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the period under review, no such settlement took place.

OTHER DISCLOSURES / REPORTING

The Board of Directors state that no disclosure or reporting is required in respect of the following items as there
were no transactions pertaining to these items during the year under review:

1) Buy back of the equity shares.

2) Receipt of remuneration or commission by Managing Director or the Whole-time Directors of the Company
from any of its subsidiary companies of the Company.

3) Details regarding the difference in valuation between a one-time settlement and valuation for obtaining loans
from banks or financial institutions.

ACKNOWLEDGEMENT

Your Company continues its relentless focus on strengthening competition in all its businesses. It is the endeavour
of your Company to deploy resources in a balanced manner so as to secure the interest of the shareholders in
the best possible manner in the short, medium and long terms.

Your Directors convey their grateful appreciation for the valuable patronage and co-operation received and goodwill
enjoyed by the Company from its esteemed customers, commercial associates, banks, financial institutions,
Central Government, State Government, various Government and Local authorities, other stakeholders and the
media.

Your Directors also wish to place on record their deep sense of appreciation to all the employees at all levels for
their commendable teamwork, professionalism and enthusiastic contribution towards the working of the Company.

Your Directors look forward to the future with hope and conviction.

For and on behalf of the Board of Directors

Sunil Kumar Agrawal Anirudha Agrawal

Place : Kolkata Managing Director Whole-time Director

Dated: 8th August 2025 DIN:00091784 DIN:06537905