Maithan Alloys Ltd

Dear Members,

Your Directors have the pleasure in presenting the 39^th Annual Report on the business and operations of the Company along with the Financial Statement for the financial year ended 31 March 2024.

The standalone and consolidated financial performance of the Company for the financial year ended 31 March 2024 is summarised below:

(' In Cr.)

Financial Year 2023-2024 has witnessed another year of sound financial performance of the Company.

During the financial year 2023-2024, the total income of the Company stood at ^2,079.94 crore as compared to ^3,088.21 crore during the financial year 2022-2023, registering a drop of about 32.65%, whereas the consolidated total income stood at ^2,086.16 crore as compared to ^3,059.88 crore in the financial year 20222023, registering a drop of about 31.82%.

However, on account of lower realisation and steep increase in power cost and cost of raw material resulting from the energy crisis and runaway inflation caused by Russia-Ukraine conflict, Israel Hamas war the Company has been able to post profits which are lower as compared to the previous year. The Profit Before Tax stood at ^449.07 crore and Profit After Tax stood at ^351.03 crore in the financial year 2023-2024 as compared to ^563.05 crore and ^426.51 crore, respectively in the financial year 2022-2023, resulting in a decline of about 20.24% and 17.70%, respectively.

The Consolidated Profit Before Tax stood at ^449.53 crore and Profit After Tax stood at ^348.96 crore for the financial year 2023-2024 as compared to ^636.80 crore and ^498.99 crore, respectively for the

financial year 2022-2023, resulting in a decline of about 29.41% and 30.07%, respectively.

The Wind Mill division of the Company has achieved sales of ^1.53 crore during the financial year 2023-2024 and is operating satisfactorily.

There was no change in the nature of business of the Company during the financial year 2023-2024.

The information on the Business Overview and Outlook of the Company is discussed in the Management Discussion and Analysis on Page No. 41 to 52 of this Annual Report.

None

The Board of Directors (hereinafter referred as "the Board") at its meeting held on 5 May 2021 have approved the Composite Scheme

of Arrangement (hereinafter referred as "the Scheme of Arrangement") amongst Ma Kalyaneshwari Holdings Private Limited ("MKH" or "Demerged Company" or "Transferor Company") and Anjaney Land Assets Private Limited ("ALAPL" or "Resulting Company") and Maithan Alloys Limited ("MAL" or "Transferee Company" or "Company") and their respective shareholders and creditors under Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013, subject to requisite statutory/ regulatory approvals as may be required. Subsequently, the Board at its meeting held on 11 November 2021 have approved certain modifications in the Scheme of Arrangement. The Scheme of Arrangement provided for Demerger of Real Estate and Ancillary Business of MKH into ALAPL and thereafter Amalgamation of MKH with MAL.

After obtaining requisite approvals, a joint Petition was filed with Hon'ble National Company Law Tribunal, Kolkata Bench (Hon'ble NCLT) for sanction of the Scheme of Arrangement.

Hon'ble NCLT vide its Order dated 1 February 2024 sanctioned the said Scheme of Arrangement with the 'Appointed Date' as 1 January 2024 and the Scheme of Arrangement has become effective on 8 March 2024 consequent upon filing of the certified copy of said Order dated 1 February 2024 with Registrar of Companies, Kolkata.

Accordingly, during the year under review, MKH stood amalgamated with the Company w.e.f. 1 January 2024 after the demerger of Real Estate and Ancillary Business of MKH into ALAPL.

During the year under review, the authorised share capital of the Company stood increased from ^80 Crore divided into 8,00,00,000 equity shares of ^10/- each to ^167.69 crore divided into 16,76,45,000 equity shares of ^10/- each and 45,000 redeemable cumulative preference shares of ^10/- each, consequent upon amalgamation of MKH with the Company pursuant to the Scheme of Arrangement as sanctioned by Hon'ble NCLT vide its Order dated 1 February 2024.

Accordingly, as on 31 March 2024, the authorised share capital and paid-up share capital of the Company stood at ^167.69 crore and ^29.11 crore, respectively.

Further consequent upon the said Scheme of Arrangement becoming effective, the Company has issued and allotted 172,70,176 fully paid equity shares of ^10/- each to the shareholders of the MKH being Transferor Company (forming part of the Promoter Group) pursuant to the provisions of Clause 26 of the Scheme of Arrangement and simultaneously cancelled and extinguished 172,70,176 fully paid equity shares of ^10/- each of the Company held by MKH being Transferor Company, pursuant to Clause 27 of the Scheme of Arrangement.

Accordingly, as on 31 March 2024, the issued, subscribed and paid- up share capital remained at ^29.11 crore comprising of 2,91,11,550 equity shares of ^10/- each.

During the year under review, the Company has not granted any employees stock option. The Company has neither issued any

shares with differential voting rights nor sweat equity shares during the financial year 2023-2024. As at 31 March 2024, none of the Directors of the Company hold any convertible instrument of the Company.

Based on the Company's performance, the Board is pleased to recommend for approval of the Members, a dividend of ^6.00 per equity share of ^10.00 each (i.e. 60%) for the financial year 20232024, to be paid on total equity shares of the Company. The dividend on the equity shares, if approved by the Members, may involve an outflow of ^17.47 crore towards dividend.

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

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

The said Policy is available on the website of the Company at https://www.maithanalloys.com/wp-content/uploads/2021/07/ Dividend-Distribution-Policy.pdf.

The Board has decided to retain the entire amount of profit for the Financial Year 2023-24 in the statement of profit and loss.

During the year under review Mr. Ashok Bhandari (DIN: 00012210) ceased to be an Independent Director consequent upon tendering his resignation w.e.f. 10 September 2023 due to his pre-occupation and advanced age.

Further, Mrs. Kalpana Biswas Kundu (DIN: 07006341), ceased to be an Independent Director consequent upon tendering her resignation w.e.f. 2 February 2024 due to conclusion of her tenure as an Independent Director. Upon her cessation as a Director of the Company, she also ceased to be a member of Stakeholders Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee.

The Board placed on record its appreciation for the valuable contribution and strategic guidance provided by Mr. Ashok Bhandari, during his association with the Company as an Independent Director. The Board also placed on record its appreciation for the valuable contribution and guidance given by Mrs. Kalpana Biswas Kundu, during her tenure as an Independent Director and as a Member of the Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee.

Mr. Vivek Kaul (DIN: 00345022) was appointed as an Independent Director by the Board, w.e.f. 20 June 2020 for a period of 3 (three) consecutive years. Accordingly, his tenure as an Independent Director concluded on 19 June 2023. The Board at its meeting held on 14 February 2023, on the recommendation of the Nomination and Remuneration Committee, re-appointed him as an Independent Director for a second term of 3 (three) consecutive years w.e.f. 20 June 2023, subject to approval of the Members of the Company.

Subsequently, the Members at an Extra-Ordinary General Meeting held on 15 June 2023 approved the said re-appointment of Mr. Vivek Kaul, as an Independent Director of the Company.

Further, the Board at its Meeting held on 10 February 2024, appointed Mr. Naresh Kumar Jain and Mrs. Sonal Choubey as an additional director on the Board of the Company. They were also appointed as an Independent Director for a term of 3 consecutive years w.e.f. 10February 2024, in terms of Section 149, 161 and other applicable provisions of the Companies Act, 2013. Appointment of Mrs. Sonal Choubey also meets the criteria of Section 149 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations with respect to Woman Director.

Subsequently, the Members at an Extra-Ordinary General Meeting held on 30 April 2024 approved the said appointment of Mr. Naresh Kumar Jain and Mrs. Sonal Choubey, as an Independent Director of the Company.

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

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

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

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

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

Mr. Subhas Chandra Agarwalla (DIN: 00088384) and Mr. Subodh Agarwalla (DIN: 00339855) continue to hold their office as the 'Chairman and Managing Director' and 'Whole-time Director and Chief Executive Officer (CEO)' of the Company respectively, during the year 2023-2024.

Mr. Subodh Agarwalla (DIN: 00339855) was re-appointed as the 'Whole-time Director and Chief Executive Officer (CEO)' of the Company for a period of 5 (five) years with effect from 1 April 2019 by the Members of the Company at the 34^th Annual General Meeting held on 20 August 2019. Accordingly, his tenure concluded on 31 March 2024. However, the Board at its meeting held on 10 February 2024, on the recommendation of the Nomination and Remuneration Committee as well as Audit Committee of the Company, re-appointed Mr. Subodh Agarwalla as the 'Whole-time Director and Chief Executive Officer (CEO)' of the Company for a further period of 5 (five) years with effect from 1 April 2024. Subsequently, the Members at the Extra-Ordinary General Meeting held on 30 April 2024 approved the said re-appointment of Mr. Subodh Agarwalla as the 'Whole-time Director and Chief Executive Officer (CEO)' of the Company.

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

None of the Key Managerial Personnel have resigned during the financial year 2023-2024.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Srinivas Peddi (DIN: 09194339), retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

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

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

Further, during the year under review, the Independent Directors of the Company reviewed (i) the performance of Non-Independent

Directors and the Board as a whole, (ii) the performance of the Chairman of the Company and (iii) assessed the quality, quantity and timeliness of the flow of information between the Company Management and the Board.

During the financial year 2023-2024, 5 (five) meetings of the Board were duly convened, held and concluded. The details of the Board Meetings have been furnished in the Report on Corporate Governance forming part of this Directors' Report. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations.

The details of the following committees of the Board along with their composition and meetings held during the financial year 20232024 are given in the Report on Corporate Governance forming part of this Directors' Report.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Risk Management Committee

5. Corporate Social Responsibility Committee

6. Amalgamation Equity Share Allotment Committee (constituted on 27 February 2024)

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

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

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

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

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

The above policy has also been posted on the website of the Company at 'www.maithanalloys.com'.

The Vigil Mechanism established by the Company empowers the directors and employees and others concerned to report their genuine concerns relating to the Company and provides for adequate safeguards against victimisation of those who use such

mechanism and also provides for direct access to the Chairperson of the Audit Committee in exceptional cases.

The Audit Committee has been empowered to review the functioning of the Vigil Mechanism. A copy of the Vigil Mechanism Policy is available on the Company's website at 'www. maithanalloys.com'.

Business risks exist for every enterprise having national and international exposure. The Company has a Risk Management Policy to control and minimise the risk factors of the Company and the said Policy is being implemented and monitored by the Risk Management Committee. A brief detail on the Risk Management and the key business risks identified by the Company and its mitigation plans are provided at Page No. 50 of this Annual Report.

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

During the financial year 2023-2024, the Company has spent more than 2% of the average net profits of the three immediately preceding financial years on various CSR activities. The expenditure has been carried out mainly in the areas of education, health care (including preventive health care), environment sustainability, sports, animal welfare, etc. as specified under Schedule VII of the Companies Act, 2013 and CSR Policy of the Company.

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

The Annual Report on CSR activities during the financial year 20232024, in prescribed form, including the brief contents/salient features of the CSR Policy of the Company, as approved by the CSR Committee is annexed herewith as Annexure-'A'.

The Company did not accept any deposit from the public within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year 2023-2024 and as such, no amount of principal or interest on deposit remained unpaid or unclaimed or was outstanding as on the Balance Sheet date.

The Company's credit rating from CARE continues to be 'CARE AA; Stable' (i.e. Double A; Outlook: Stable) for long-term bank facilities and 'CARE A1+' (i.e. A One Plus) for short-term bank facilities.

Further, CRISIL has re-affirmed the Company's credit rating to 'CRISIL AA/Stable' (i.e. CRISIL Double A; Outlook: Stable) for longterm bank facilities and 'CRISIL A1+' (i.e. CRISIL A One Plus) rating for short-term bank facilities, vide their letter dated 13 April 2023 and stated that the said ratings was remain valid upto 31 March 2024.

Such ratings reflects the Company's robust operating efficiency and indicates that the Company has strong capacity for timely payment of debt obligations and carries low credit risk

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

The Management is responsible for the Company's internal financial control over financial reporting and the financial reporting process. The Audit Committee reviews the internal financial control over financial reporting to ensure that the accounts of the Company are properly maintained in accordance with the prevailing laws, rules and regulations.

For detailed financial review kindly refer to the Management Discussion and Analysis on Page No. 47 of this Annual Report.

In terms of Regulation 34 of the Listing Regulations and other applicable provisions, the Annual Financial Statement contains the Cash Flow Statement for the financial year 2023-2024, forming part of this Annual Report.

Ma Kalyaneshwari Holdings Private Limited ceases to be a holding company of Maithan Alloys Limited w.e.f. 1 January 2024 consequent upon its amalgamation with the Company pursuant to the Scheme of Arrangement.

The Company, as on 1 April 2023, had six subsidiaries namely, AXL- Exploration Private Limited, Anjaney Minerals Limited, Salanpur Sinters Private Limited, Maithan Ferrous Private Limited, Impex Metal & Ferro Alloys Limited and Ramagiri Renewable Energy Limited.

There has been no material change in the nature of the business of the subsidiaries during the year 2023-2024.

None of the Companies have become and/or ceased to be the Company's Subsidiary, Joint Ventures or Associate Companies during the financial year 2023-2024.

Further, Impex Metal & Ferro Alloys Limited a wholly owned subsidiary of the company became a material subsidiary consequent upon meeting the criteria of 'Material Subsidiary' during the financial year 2023-2024. Other subsidiary companies are non-material subsidiaries.

Further, the Company had no material Joint Venture(s) or Associate Company(ies) within the meaning of Section 2(6) of the Companies Act, 2013 during the financial year 2023-2024.

The "Policy on 'Material' Subsidiary" is available on the website of the Company. The link for the said policy is 'http:// www.maithanalloys.com/wp-content/uploads/2019/07/Policy- on-Material-Subsidiary.pdf'.

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

In accordance with Section 136 of the Companies Act, 2013, the audited Financial Statement including the Consolidated Financial Statement together with the related information of the Company and the audited accounts of each of its subsidiary are available on Company's website at 'www.maithanalloys.com'.

The audited accounts of the subsidiary companies are available for inspection by any Member on any working day during the business hours at the registered office of the Company. The said documents shall be made available on receipt of a written request from a Member of the Company.

AXL continues to await necessary approval of government authorities for renewal of its mining lease. During the financial year 2023-2024, AXL has suffered a loss of ^0.01 crore. The net worth of AXL as on 31 March 2024 is ^0.19 crore.

AML continues to explore various opportunities for acquiring mines. During the financial year 2023-2024 it has earned ^0.25 crore as Other Income and has earned profit of ^0.01 crore. The net worth of AML as on 31 March 2024 is ^6.61 crore.

Salanpur Sinters Private Limited (SSPL)

During the financial year 2023-2024, SSPL has earned ^0.08 crore as Other Income and reported a loss of ^0.09 crore. The net worth of SSPL as on 31 March 2024 is ^5.94 crore.

During the financial year 2023-2024, MFPL has earned ^0.05 crore as revenue from operations and ^1.14 crore as Other Income and has distribute its entire net profit toward payment of dividend on Preference Share Capital. The net worth of MFPL as on 31 March 2024 is ^4.71 crore excluding preference share capital of ^65.00 crore.

The Company acquired IMPEX through a liquidation process during the year 2021-2022. Post acquisition, IMPEX successfully commenced its production during December-2021. However, due to steep increase in power cost IMPEX was constrained to close

down its production during the year 2023-2024. IMPEX has earned ^30.18 crore as revenue from operations and ^2.70 crore as Other Income and sustained a loss (including comprehensive income) of ^5.34 crore. The net worth of IMPEX as on 31 March 2024 is ^63.74 crore.

During the financial year 2023-2024, RREL has earned ^0.73 crore as Other Income and reported a profit of ^0.04 crore during the financial year 2023-2024. The net worth of RREL as on 31 March 2024 is ^1.93 crore.

All the above companies are unlisted non-material subsidiaries of the Company in terms of Regulation 16(C) read with Regulation 24(1) of the Listing Regulations and their contribution to the overall performance of the Company is insignificant except IMPEX.

IMPEX was a material subsidiary during the year 2023-2024 since its total income exceeded the threshold limit of 10% of the Consolidated income as on 31 March 2023. However, IMPEX ceased to be material subsidiary considering its income or net worth do not exceed 10% of the consolidated income or net worth respectively, the Company as on 31 March 2024.

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

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

The Company has prepared a Consolidated Financial Statement of the Company and all of its subsidiaries, pursuant to the provisions of Section 129 of the Companies Act, 2013. The Consolidated Financial Statement of the Company along with its subsidiaries for the financial year ended 31 March 2024 forms part of this Annual Report.

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

Singhi & Co., Chartered Accountants (Firm Registration No: 302049E) were appointed as the Statutory Auditors of the Company at the 37^th Annual General Meeting of the Company to hold office till the conclusion of the 42^nd Annual General Meeting to be held in the year 2027.

The Company is required to maintain cost records, as specified by the Central Government under Section 148(1) of the Companies Act, 2013. Accordingly, such accounts and records are made and maintained by the Company. Further, the Board has re-appointed M/s. S. K. Sahu & Associates, Cost Accountants (Registration No.: 100807) as the Cost Auditor and fixed their remuneration for auditing the cost records of the Company for the financial year 2024-2025. Their remuneration is subject to the approval of Members at the ensuing Annual General Meeting.

In terms of Section 204 of the Companies Act, 2013 and Rules framed there under, the Board had appointed M/s. Patnaik & Patnaik, Company Secretaries (Certificate of Practice No.: 7117), to conduct Secretarial Audit for the financial year 2023-2024 and the Secretarial Audit Report as submitted by them for the financial year 2023-2024 is annexed herewith as Annexure-'B-1'.

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

In terms of provisions of Regulation 24A of the Listing Regulations, the Company is required to annexure the Secretarial Audit Report of its Material Subsidiary Company.

Consequently, the Secretarial Audit Report as submitted by M/s. Patnaik & Patnaik, Company Secretaries (Certificate of Practice No.: 7117) under Section 204 of the Companies Act, 2013 and Rules framed there under, in respect of Impex Metal & Ferro Alloys Limited for the financial year 2023-2024 is annexed herewith as Annexure-'B-2'.

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

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

Note 1: There is no change in the remuneration structure; however, the overall remuneration paid in the financial year 2023-2024 is lower than the remuneration paid in the financial year 2022-2023.

The Non-Executive Directors (including Independent Directors) of the Company are entitled to sitting fee only within the statutory limits provided under the Companies Act, 2013. The details of remuneration of each Non-Executive Director have been provided in the Report on Corporate Governance. The ratio of remuneration of said Non-Executive Directors to the median remuneration of the employees of the Company and percentage increase in remuneration of said Non-Executive Directors, during the financial year 2023-2024 are not comparable and therefore not considered for the above purpose.

The median remuneration of the employees in the financial year 2023-2024 on gross monthly basis was increased by 6.14%.

There were 536 employees as on 31 March 2024 on the pay roll of the Company.

The average percentage increase in the salaries of employees other than the managerial personnel during the financial year 2023-2024 on the basis of entitlement was 8.00%. There was no increase in the managerial remuneration during the financial year 2023-2024 (refer Note 1 above).

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

It is hereby affirmed that the remuneration paid during the financial year 2023-2024 is as per the Remuneration Policy of the Company.

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

In terms of the provisions of Section 197(14) of the Companies Act, 2013, it is hereby confirmed that neither the Managing Director nor the Whole-time Director of the Company has received any remuneration or commission from the holding or any subsidiary of the Company during the financial year 2023-2024.

None

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013 (I) Details of Loans: The Company has granted advances to its subsidiaries. Please refer to Note Nos. 18 and 53(b) and 53(c) to the Standalone Financial Statement.

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

Further, the Company has acquired 50,000 equity shares of National Stock Exchange of India Limited (unlisted public limited company) and also has entered into Shares Purchase Agreements for acquisition of further 13,25,000 equity shares of National Stock Exchange of India Limited.

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

Please refer to Note Nos. 8, 9 and 14 to the Standalone Financial Statement.

(iii) Details of Guarantees given or Securities provided: The

Company has not given any guarantee or provided any security in connection with a loan to any other body corporate or persons, during the financial year 2023-2024.

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

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

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has neither received any complaint in respect of sexual harassment during the financial year 2023-2024 nor was any complaint pending at the beginning or end of the financial year 2023-2024.

Pursuant to Regulation 34 of the Listing Regulations, a Report on Corporate Governance and a Certificate from the Statutory Auditors of the Company confirming compliance of the conditions of Corporate Governance, is annexed herewith as Annexure-'F' and Annexure- 'G', respectively.

Management Discussion and Analysis of financial conditions and results of operations of the Company for the year under review, as stipulated under Regulation 34 of the Listing Regulations is given as a separate section in this Annual Report on Page No. 41 to 52 and forms part of this Directors' Report.

Your Company always strives to enter into transactions with its related parties in the course of its business at arm's length basis and the management believes that the related party transactions are on arm's length basis as explained under Section 188 of the Companies Act, 2013. There were contract/arrangement/transactions entered into by the Company with its related parties, as provided in Section 188(1) of the Companies Act, 2013 based on various business exigencies such as liquidity, availability of materials, profitability and capital resources, during the financial year 2023-2024.

All related party transactions entered into by the Company were approved by the Audit Committee. Details of related party transactions entered into by the Company, in terms of applicable Accounting Standards have been disclosed in the notes to the Standalone Financial Statement forming part of this Report. Pursuant to Regulation 34 (3) read with Schedule V of the Listing Regulations, disclosure of transactions of the Company with its Promoter Group Company, holding more than ten percent (10%) of Equity Shares in the Company have been disclosed in the Note No. 54 to the Standalone Financial Statement forming part of this Report.

Pursuant to Listing Regulations, approval of the shareholders on material related party transactions with Maithan Ferrous Private Limited has been obtained at an Extra-Ordinary General Meeting held on 30 April 2024 for the year 2024-2025.

The disclosures of Related Party Transactions as required in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 containing the particulars of contract or arrangements entered into by the Company with related party referred to in Section 188(1) of the Companies Act, 2013 including certain arm's length transactions, in prescribed Form AOC-2 is annexed herewith as Annexure-'H'.

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

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

In terms of the provisions of Section 124(5) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as applicable, the Company has transferred the unpaid/unclaimed dividends amounting to ^1,10,266.00 for the financial year 2015-2016 to the IEPF during the year under review. Further, a statement containing the details of dividend for the period from financial year 2016-2017 to 2022-2023 that remained unpaid/unclaimed are available on the website of the Company at 'www.maithanalloys.com'.

Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as applicable, all shares in respect of which dividend has remained unpaid/unclaimed for 7 (seven) consecutive years or more are required to be transferred to IEPF. Accordingly, 48 (Forty eight) equity shares of the Company belonging to 2 (Two) shareholders in respect of which dividend (as declared by the Company) remained unpaid/ unclaimed for 7 (seven) consecutive years have been transferred to IEPF during the year under review. The Company has transferred 6,112 shares to IEPF till 31 March 2024.

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

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

Effective from 1 April 2024, Securities and Exchange Board of India has mandated that the shareholders, who hold shares in physical mode and whose folios are not updated with any of the Know Your Client/Customer (KYC) details viz. (i) Permanent Account Number (PAN) (ii) Choice of Nomination (iii) Contact Details (iv) Mobile Number (v) Bank Account Details and (vi) Signature, shall be eligible to get dividend only in electronic mode. Accordingly, payment of dividend (as and when declared), subject to approval at the Annual General Meeting, shall be paid to physical holders only after the above details are updated in their folios. Shareholders are requested to complete their KYC by writing to the Company's Registrar and Share Transfer Agents (RTA), Maheshwari Datamatics Pvt. Ltd. The forms for updating the same are available at Company's website at www.maithanalloys.com and RTA website at www.mdpl.in.

In terms of provisions of Section 134(5) of the Companies Act, 2013,

your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

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

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

Maithan Alloys Limited recognises its onus to act responsibly, ethically and with integrity in its dealings with staff, customers, governments and the environment as a whole. Maithan Alloys Limited is a socially conscious and responsible company, supporting organisations working in education, health care, sustainable livelihood, infrastructure development and espousing social causes and humanitarian affairs.

* Inducted as a Committee member w.e.f. 10 February 2024.

~ Ceased to be a committee member w.e.f. 2 February 2024.

Web-link of Composition of CSR Committee: 'https://www.maithanalloys.com/wp-content/uploads/2024/03/10th-Feb-2024-Board- its-Committees.pdf

Web-link of CSR Policy: 'http://www.maithanalloys.com/wp-content/uploads/2019/07/Corporate-Social-Responsibility-Policy.pdf'

Web-link of CSR projects: Company has not undertaken any Project for CSR. The details of fund allocation made for CSR as approved by the Board of Director during the year 2023-2024 is available at: https://www.maithanalloys.com/wp-content/uploads/2024/06/ Proposed-CSR-Action-Plan-FY-2023-2024.pdf

i) Details of amount spent against ongoing projects for the financial year: Nil

ii) Details of amount spent against other than ongoing projects for the financial year: ^12.73 Crore

8. Whether any capital assets have been created or acquired through CSR amount spent in the financial year: No. Company has not created or acquired any capital assets through CSR amount spent in the financial year 2023-2024.

Not Applicable.

To,

The Members,

Maithan Alloys Ltd.

9, A.J.C. Bose Road Kolkata- 700017

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. Maithan Alloys Ltd. (hereinafter called the Company). Secretarial audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31^st March, 2024.

• Complied with the statutory provisions listed hereunder and

• proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31^st March, 2024 according to the provisions of:

(i) The Companies Act, 2013 ("the Act") and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 ("SCRA") and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ("SEBI Act"):

a] The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b] The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c] The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (Not applicable to the Company during the audit period);

d] Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (Not applicable to the Company during the audit period);

e] The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (Not applicable to the Company during the audit period);

f] The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g] The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (Not applicable to the Company during the audit period);

h] The Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 (Not applicable to the Company during the audit period) and

i] The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(vi) The other laws, as informed and certified by the Management

of the Company, which are specifically applicable to the

Company namely:

a] The Mines Act, 1952 and the rules, regulations made thereunder;

b] Mines and Minerals (Developments Regulation) Act, 1957 and the Rules made thereunder;

c] Minerals Conservation and Development Rules, 1988;

d] The Electricity Act, 2003;

e] The Environment (Protection) Act, 1986, read with the Environment (Protection) Rules, 1986;

f] The Water (Prevention & Control of Pollution) Act, 1974, read with Water (Prevention & Control of Pollution) Rules, 1975;

g] The Air (Prevention & Control of Pollution) Act, 1981 read with Air (Prevention & Control of Pollution) Rules, 1982;

h] The Factories Act, 1948 and allied state laws.

We have also examined compliance with the applicable clauses of

the following:

(I) The Secretarial Standards (SS-1 and SS-2) issued by The Institute

of Company Secretaries of India.

(ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

We report that, during the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that, the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, NonExecutive Directors, Independent Directors and Women Director. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

As per the minutes of the meetings duly recorded and signed by the Chairman, the decisions of the Board were unanimous and no dissenting views have been recorded.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the Audit Period, the Company has not undertaken any specific events / actions that can have a major bearing on the Company's compliance responsibility in pursuance of the above referred Laws, Rules, Regulations, Guidelines, Standards, etc., except as follows:

a) The Composite Scheme of Arrangement amongst Ma Kalyaneshwari Holdings Private Limited and Anjaney Land Assets Private Limited and Maithan Alloys Limited ("the Scheme") and their respective shareholders and creditors under the provisions of Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, was sanctioned by National Company Law Tribunal, Kolkata Bench vide its Order dated 1st February, 2024 with the 'Appointed Date' as 1st January, 2024.

Further consequent upon the said Scheme becoming effective the 'Amalgamation Equity Share Allotment Committee' of the Board of Directors at its Meeting held on 8^th March, 2024 allotted 172,70,176 fully paid equity shares of Rs 10/- each to the shareholders of the Ma Kalyaneshwari Holdings Private Limited being Transferor Company (forming part of the Promoter Group) pursuant to the provisions of Clause 26 of the Scheme and simultaneously cancelled and extinguished 172,70,176 fully paid equity shares of Rs. 10/- each of the Maithan Alloys Limited held by Ma Kalyaneshwari Holdings Private Limited being Transferor Company, pursuant to Clause 27 of the Scheme.

Further consequent upon the Scheme becoming effective, the Authorized Share Capital of Maithan Alloys Limited stand increased from Rs. 80.00 Crore to Rs. 167.69 Crore comprising of 16,76,45,000 equity shares and 45,000 redeemable cumulative preference shares, of Rs. 10/- each, pursuant to Clause 28 of the Scheme and 'Clause V' of the Memorandum of Association of Maithan Alloys Limited stood altered accordingly.

To,

The Members,

Maithan Alloys Ltd.

Our Report is to be read along with this letter.

(i) Maintenance of secretarial record is the responsibility of the Management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

(ii) We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

(iii) We have not verified the compliance by the Company of applicable financial laws such as direct and indirect tax laws and maintenance of financial records and books of accounts since the same have been subject to review by the statutory financial auditors, tax auditors and other designated professionals.

(iv) The status of compliance of other laws as listed at (vi) in our Report, we relied upon the statement provided by the Management.

(v) Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events, etc.

(vi) The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of Management. Our examination was limited to the verification of the same on test basis.

(vii) The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the Management has conducted the affairs of the Company.

To,

The Members,

Impex Metal & Ferro Alloys Ltd.

4^thFloor, 9, A. J. C. Bose Road,

Kolkata- 700017

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Impex Metal & Ferro Alloys Ltd. (hereinafter called the Company). Secretarial audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31^st March, 2024 ("Audit Period") complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31^stMarch, 2024 according to the provisions of:

(i) The Companies Act, 2013 ("the Act") and the rules made thereunder;

(ii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iii) The other laws, as informed and certified by the Management of the Company, which are specifically applicable to the Company namely:

a] The Mines Act, 1952 and the rules, regulations made thereunder;

b] Mines and Minerals (Developments Regulation) Act, 1957 and the Rules made thereunder;

c] Minerals Conservation and Development Rules, 1988;

d] The Electricity Act, 2003;

e] The Environment (Protection) Act, 1986, read with the Environment (Protection) Rules, 1986;

f] The Water (Prevention & Control of Pollution) Act, 1974, read with Water (Prevention & Control of Pollution) Rules, 1975;

g] The Air (Prevention & Control of Pollution) Act, 1981 read with Air (Prevention & Control of Pollution) Rules, 1982;

h] The Factories Act, 1948 and allied state laws.

Since the share/securities of the company are not listed on any stock exchange, the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the Regulations and Guidelines prescribed there under are not applicable to the company.

We have also examined compliance with the applicable clauses of the Secretarial Standard-I and II issued by the Institute of Company Secretaries of India.

We report that, during the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that, the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, NonExecutive Directors and Independent Directors. No changes took place in the directorship of the company during the period under review.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

As per the minutes of the meetings duly recorded and signed by the Chairman, the decisions of the Board were unanimous and no dissenting views have been recorded.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period, the company has fully closed down its production by the end of April-2023 for an indefinite period due to steep increase in power tariff and, apart from the same, there was no other specific events/actions that can have a major bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

To,

The Members,

Impex Metal & Ferro Alloys Ltd

4th Floor, 9, A. J. C. Bose Road,

Kolkata- 700017

Our Report is to be read along with this letter.

(i) Maintenance of secretarial record is the responsibility of the Management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

(ii) We have followed the audit practices and processes as appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

(iii) We have not verified the compliance by the Company of applicable financial laws such as direct and indirect tax laws and maintenance of financial records and books of accounts since the same have been subject to review by the statutory financial auditors, tax auditors and other designated professionals.

(iv) The status of compliance of other laws as listed at (iii) in our Report, we relied upon the statement provided by the Management.

(v) Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events, etc.

(vi) The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of Management. Our examination was limited to the verification of the same on test basis.

(vIi) The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the Management has conducted the affairs of the Company.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and includes the name of every employee of the Company, who are in receipt of remuneration of rupees one crore and two lakh or more during the financial year 2023-2024 or monthly remuneration of rupees eight lakh and fifty thousand or more per month during the financial year 2023-2024, are as under:

* Ceased to be in employment consequent upon his demise on 15 January 2024.

** Ceased to be in employment w.e.f. 21 February 2024.

1. None of the above employees except Mr. Subhas Chandra Agarwalla, Mr. Subodh Agarwalla and Mr. Sudhanshu Agarwalla are relative (as defined under Section 2(77) of the Companies Act, 2013) of any director or manager of the Company. Mr. Subhas Chandra Agarwalla is father of Mr. Subodh Agarwalla and Mr. Sudhanshu Agarwalla.

2. All appointments of the above personnel are on contractual basis.

3. There is no employee who is in receipt of remuneration in excess of the remuneration that is drawn by the Managing Director or Wholetime Director or Manager and holds by himself or along with his spouse and dependent children, two per cent or more of the equity shares of the Company.

During the financial year 2023-2024, the foreign exchange earned is ' 901.76 Crore and foreign exchange outgo is ' 588.20 Crore.