Directors Report of Maan Aluminium Ltd.

Mar 31, 2025

Your Directors are pleased to present the Company''s Twenty Second Annual Report on the
business and operations of Maan Aluminium Limited, along with the summary of the Audited
Financial Statements for the financial year ended March 31, 2025.

Financial Results

A summary of the Standalone financial performance of your
Company, for the financial year ended March 31, 2025, is as
under:

Particular	For the year ended March 31, 2025	For the year ended March 31, 2024
Profit before interest, depreciation & tax	3041.98	5233.77
Less : Interest	325.33	368.38
Profit before Depreciation	2716.65	4865.39
Less : Depreciation	551.78	468.12
Profit before tax and exceptional items	2164.87	4397.27
Exceptional items	0.00	0.00
Tax Expenses:	614.17	1122.33
Profit after Tax	1550.70	3274.94
Add : Comprehensive Income/(Loss)	(15.37)	6.05
Total Comprehensive Income	1535.33	3280.99

Return To Investors (Dividend)

Keeping in view to further improve the capacity utilization and
funds required for expansion of two new facilities, the Board
has considered prudent to conserve and retain the profit for
further improvement. The Board regrets its inability to
recommend any dividend.

Transfer To Reserves

We do not propose to transfer any amount to general reserve
on declaration of dividend.

Sub Division / Split Of Equity Shares

During the Financial Year there is no Sub division/Split of
Equity Shares of the company.

Bonus Issue

During the Financial Year there is no Bonus issue of Equity
Shares of the company.

Share Capital

The Authorized Share Capital of the Company as on March 31,
2025, is Rs. 30,00,00,000/- (Rupees Thirty Crores only)
divided into 6,00,00,000 (Thirty Crores) Equity Shares of Rs.
5/- (Rupees Five Only) each.

The Paid-up Share Capital of the Company as on March 31,
2025, is Rs. 27,04,24,320/- divided into 5,40,84,864 equity
shares of Rs.5/- each fully paid up.

Variations In Net Worth

The Standalone Net worth of the Company for the Financial
Year ended March 31, 2025, is Rs. 17,843.82 Lakhs as compared
to Rs. 16,308.50 Lakhs for the previous financial year ended
March 31, 2024.

Contribution To The Exchequer

Your Company over the years has been enabling significant
contribution to various taxes. During the financial year 2024 -
25, your Company has made the direct tax contribution of f.
475.17 lacs

Review Of Business And Operations And State Of Your
Company’s Affairs

MAAN has built a sustainable foundation to accelerate its
growth. Its customer-centric products; transparency in
operations; relentless focus on customer convenience; and
investment in technology has helped it build a family of lot of
happy customers.

The overall business environment remained muted with
demand slackening in almost all sectors. The Aluminium Sector
also went through extreme volatility owing to the fluctuations
is the Price of Primary Products along with Anti-Dumping
investigations initiated by US Department of commerce in India
along with 12 more countries. Your Company overcame the
challenges posed by all these and performed well during the FY
2024-25.

This was achieved through leveraging the export opportunities
bought by the growing trend of export and offering quality
service. With a resolution to provide best- in-class product at
the lowest cost, your Company delivered strong growth over
the previous year.

The Company reported earnings results for the fourth quarter
and full year ended March 31, 2025. For the fourth quarter, the
company reported revenue from operations as INR 24586
lakhs compared to INR 23740 lakhs a year ago. Total income as
INR 24723 lakhs compared to INR 23990 lakhs a year ago. Net
profit as INR 394 lakhs compared to INR 728 lakhs a year ago.
Basic earnings per share from continuing operations was

INR 0.73 compared to INR 1.35 a year ago.

For the full financial year, revenue from operations reported as
INR 81017 Lakhs compared to INR 95303 lakhs a year ago. Total
Income as INR 81550 lakhs compared to INR 96076 lakhs a
year ago. Net profit was INR 1551 lakhs compared to INR 3275
lakhs a year ago. Basic earnings per share from continuing
operations was INR 2.87 compared to INR 6.06 a year ago.
Diluted earnings per share from continuing operations was INR
2.87 compared to INR 6.06 a year ago.

The Financial Statement of the Company for the FY 2024-25 is
prepared in compliance with the applicable provisions of the
Act, Accounting Standards and as prescribed by Securities and
Exchange Board of India (SEBI) under SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (hereinafter
referred to as the SEBI Listing Regulation). The Financial
Statement has been prepared on the basis of the Audited
Financial Statement of the Company as approved by their
respective Board of Directors.

The Audited Financial Statement along with Auditor Report for
the FY 2024-25 into consideration have been annexed to the
Annual Report and also made available on the website of the
Company which can be accessed at
www.maanaluminium.com

Financial Liquidity And Credit Rating:

Cash and cash equivalent as on 31st March, 2025 was Rs. 3.51
lakhs (excluding margin money or under lien deposit of Rs.
23.24 lakhs) vis-a-vis Rs. 5.01 lakhs in the previous year
(excluding margin money or under lien deposit of Rs.48.72
lakhs.

During the year the Company has obtained Long Term and
Short-Term Credit rating from ICRA for the total bank loan
facility of Rs. 105 crores. ICRA has assigned ICRA BBB /Stable
for long term rating and ICRA A2 for short term rating.

The Company’s working capital management is robust and
involves a well-organized process, which facilitates
continuous monitoring and control over receivables, payables,
inventories and other parameters.

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

There were no material changes and commitments in terms of
Section 134(3)(l) of the Act, affecting the financial position of
the Company between the end of the financial year of the
Company as on 31st March, 2025 and the date of this report i.e.
12th August, 2025.

FUTURE OUTLOOK

Your Company has been able to built-up good order book in all
segments and sectors in domestic market as well as global
market over the years. The Company continues to work
towards strengthening domestic order book and improving the
international order book going forward. The present order
book and the opportunities in the Indian metal space as well as
International market gives good visibility towards a sustainable
and profitable growth going forward.

Your Company has increased its installed capacity of extrusion
from 10,000 MTs to 24000 MTs p.a. by installing new
extrusion press from Italy of latest technology which will be
having capability to extrude 7 to 9 inch diameter of Aluminium
billets, with this addition we will be catering EV industry, Solar
Industry, Defense industry.

Apart from above your company has acquired -

1. Building along with lease hold land total measuring 13117 Sq
metre in place named Dewas, in M.P. this facility is approx.
72 KMs from existing manufacturing setup in pithampur, in
M.P.

2. Building along with lease hold land total measuring 8500 Sq
metre which is just 1 km away from existing manufacturing
setup in pithampur, in M.P.

Both has been acquired keeping in mind company’s future
business plans.

Finance

Under the review, the Company’s Working Capital Finance is
being prudent mix of fund based & non-fund based limits to
cater to its existing fund requirements.

Total addition in the fixed assets was Rs. 5704.27 Lakhs during
the year, which was funded majorly through internal accruals
and terms loan of Rs. 1500 Lakhs.

Directors’ Responsibilty Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013 (“the
Act”), the Board of Directors, to the best of the Knowledge and
ability, 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. they have selected such accounting policies and applied
them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the
financial year and of the profit and loss of the Company for
that period;

iii. they have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets of
the Company and for preventing and detecting fraud and
other irregularities;

iv. they have prepared the annual accounts on a going concern
basis; and

v. they have laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and were operating effectively

vi. they have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

Transfer To General Reserve:

During the year, your Company has not transferred any
amount to the reserves.

Transfer Of Funds To Investor Education And Protection Fund
(IEPF):

Pursuant to the provisions of Section 124 and 125 of the
Companies Act, 2013 (“Act”) read with the Investor

Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 (“IEPF Rules”),all unpaid or
unclaimed dividends are required to be transferred by the
Company to the Investor Education and Protection Fund
(“IEPF” or “Fund”) Account established by the Central
Government, after completion of seven years from the date the
dividend is transferred to unpaid/unclaimed account. Further,
according to the Rules, the shares in respect of which dividend
has not been paid or claimed by the members for seven

consecutive years or more shall also be transferred to the
demat account created by the IEPF Authority after complying
with the procedure laid down under the Rules.

Deposits

We have not accepted any fixed deposits, including from the
public, and, as such, no amount of principal or interest was
outstanding as of the Balance Sheet date

Loans, Guarantees And Investments

There were no loans, guarantees or investments made by the
Company under Section 186 of the Companies Act, 2013 during
the year under review and hence the said provision is not
applicable to the Company.

Subsidiary Company

Under review as on March 31, 2025 the Company does not have
any Indian Subsidiary Company, Associate Company or
Holding Company.

Management Discussion And Analysis

In accordance with Regulation 34 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Management Discussion and Analysis Report forms part of this
report.

Policy On Directors’ Appointment And Remuneration

The Board has, on the recommendation of the Nomination &
Remuneration Committee framed a policy, inter alia, for
nomination and appointment (including remuneration) of
Directors, senior management and key managerial personnel
of the Company. The details of Nomination and Remuneration
Policy is stated in the Corporate Governance Report and
uploaded on website of the Company at
www.maanaluminium.com

The Board of Directors of the Company follows the criteria for
determining qualification, positive attributes, independence of
Directors as per Nomination and Remuneration Policy and the
Board Diversity Policy and other applicable policies of the
Company.

Directors are appointed /re-appointed with the approval of the
Members for a term in accordance with the provisions of the
law and the Articles of Association of the Company. The initial
appointment of CEO and Managing Director is generally for a
period of three years. All Directors, other than Independent
Directors, are liable to retire by rotation, unless otherwise
specifically provided under the Articles of Association or under
any statute or terms of appointment. One third of the Directors
who are liable to retire by rotation, retire at every annual
general Meeting and are eligible for re-appointment.

Further details on election process, appointment of Directors
and the details of remuneration paid to Directors and
Managerial Personnel forms part of the Corporate Governance
Report.

Directors And Key Managerial Personnel
Directors:

The Company has Eight directors on its Board. Detailed
composition about the Board is disclosed in Corporate
Governance Report. All Directors have submitted relevant
declarations / disclosures as required under Act and Listing
Regulations.

Re-appointment Of Director

Mr. Naveen Gupta (DIN No. 10252320), Executive Director of
the Company, retires by rotation at the ensuing Annual General
Meeting pursuant to the provisions of Section 152 of the
Companies Act, 2013 read with the Companies (Appointment
and Qualification of Directors), Rules 2014 and the Articles of
Association of your Company and being eligible, has offered
himself for re-appointment as the Director.

The Board of Directors of the Company at their meeting held
on February 27, 2025, based on the recommendation of the
Nomination & Remuneration Committee, had re-appointed Mr.
Ravinder Nath Jain (DIN: 0080100), as Chairman and
Managing Director of the Company for the period from April 1,
2025 to March 31, 2028, and the same is being placed before
the shareholders of the Company through Postal Ballot for
their approval, which was duly approved by them.

Appointment of Director

The Board has at their meeting held on 13th August, 2024
appointed Mr. Sujoy Bhatia (DIN: 00109205) and Mr. Anil
Kumar Jain (DIN: 10737778) as an Additional Director in the
category of Non Executive Independent Director with effect
from 13th August, 2024. Pursuant to Section 161 and other
applicable provisions, if any of the Companies Act, 2013 and
Article 108(i) & (ii) of the Articles of Association of the
Company, Mr. Sujoy Bhatia (DIN: 00109205) and Mr. Anil
Kumar Jain (DIN: 10737778) shall hold office till the date of the
21^st Annual General Meeting. The Board recommends
appointment of Mr. Sujoy Bhatia (DIN: 00109205) and Mr. Anil
Kumar Jain (DIN: 10737778) as Non Executive Independent
Director of the Company for a period of 5 years w.e.f. 13th
August, 2024 which was duly approved by the shareholders of
the company is the 21^st Annual General Meeting.

The Company has received notice as per the provisions of
Section 160(1) of the Companies Act, 2013 from a Member in
writing proposing her candidature for the office of Director.

None of the Directors proposed for appointment /
reappointment at the ensuing Annual General meeting are
disqualified from being appointed /reappointed as Directors
under the provisions of the Act, the Listing Regulations or any
other order, directions of MCA, SEBI or any other statutory
authorities.

Resignation Of Directors

The term of Mr. Rajesh Jain (DIN: 02854873) as Independent
Director is for the second term of five year was up to August 13,
2024. Hence there is no requirement for re-appointment of the
same. Your Board takes the opportunity to place on record
deep appreciation for his contributions to the Company during
his association as an Non Executive Independent Director on
the Board of the Company.

The term of Mr. Amit Jain (DIN: 03498081) as Independent
Director is for the second term of five year was up to August 13,
2024. Hence there is no requirement for re-appointment of the
same. Your Board takes the opportunity to place on record
deep appreciation for his contributions to the Company during
his association as an Non Executive Independent Director on
the Board of the Company.

Board Independence

Our definition of ‘independence’ of Directors is derived from
Regulation 16(b) of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, and Section 149(6) of the
Companies Act, 2013. Based on the confirmation / disclosures
received from the Directors and on evaluation of the
independence of directors during the Board evaluation process
and assessing veracity of disclosures, the following Non¬
Executive Directors are Independent:

• Mr. Rajpal Jain

• Mr. Amit Jain

(ceased to be a director w.e.f. 13th August, 2024)

• Mr. Rajesh Jain

(ceased to be a director w.e.f. 13th August, 2024)

• Mr. Suresh Chander Malik

• Mr. Anil Kumar Jain

(appointed a director w.e.f. 13th August, 2024)

• Mr. Sujoy Bhatia

(appointed a director w.e.f. 13th August, 2024)

The Independent Directors have also confirmed that they have
complied with Schedule IV of the Act and the Company’s Code
of Conduct.

In the opinion of the Board, the Independent Directors fulfil the
conditions specified under the Companies Act, 2013, the Rules
made thereunder and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and are independent of the
management, and are persons of high integrity, expertise and
experience. Further, in terms of Section 150 of the Companies
Act, 2013 read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, the Board is also of the
opinion that the Independent Directors of the Company
possess requisite qualifications, experience and expertise in the
fields of strategy, business management, accounts & finance,
auditing, tax and risk advisory services, legal, HR, IT, sales &
marketing, logistics, people management, branding,
infrastructure, technical, banking, insurance, financial
services, investments, mining & mineral industries both in
cement & other sectors and they hold highest standards of
integrity.

Regarding proficiency, the Company has adopted requisite
steps towards the inclusion of the names of all Independent
Directors in the data bank maintained with the Indian Institute
of Corporate Affairs (‘MCA’). Accordingly, all the Independent
Directors of the Company have registered themselves with IICA
for the said purpose. In terms of Section 150 of the Act read
with the Companies (Appointment & Qualification of Directors)
Rules, 2014, as amended vide Notification No. GSR. 774(E),
dated 18.12.2020, wherever required, Independent Directors of
the Company have undertaken to complete online proficiency
self- assessment test conducted by the said Institute.

Key Managerial Personnel (KMP)

The following are the Key Managerial Personnel of the
Company as defined under Sections 2(51), 203 of the Act read
with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014:

Mr. Ravinder Nath Jain-Chairman and Managing Director;

Mr. Sandeep Kumar Agarwal- Company Secretary and
Compliance Officer & Chief Financial Officer; (ceased to be
Chief Financial Officer w.e.f. 12^th August, 2025)

Mr. Umesh Chandra Pant (appointed as Chief Financial Officer
w.e.f. 12^th August, 2025)

During the year under review, the non-executive director had
no pecuniary relationship or transactions with the Company,
other than sitting fees, commissions, if any, and re¬
imbursement expenses incurred by them, for the purpose of
attending meetings of the Board/Committee of the Company.

Annual Evaluation by the Board of its own performance, its
Committees and Individual Directors

In terms of Policy on Evaluation of Performance of Directors
and the Board, the Board has carried out an evaluation of its
own performance, the Directors individually as well as the
evaluation of the working of its Audit, Nomination and
Remuneration Committees and other committees of Board as
mandated under the Act and Listing Regulations. The criteria
and manner in which the evaluation has been carried out has
been explained in the Corporate Governance Report.

Certificate of Non-Disqualification of Directors

In accordance with the Listing Regulations, a certificate has
been received from Mrs. Anita Aswal, Practicing Company
Secretaries, that none of the Directors on the Board of the
Company has been disqualified to act as Director. The same is
annexed herewith as Annexure A.

Board Diversity

The Company has over the years been fortunate to have
eminent persons from diverse fields to serve as Directors on its
Board. Pursuant to the SEBI Listing Regulations, the
Nomination & Remuneration Committee of the Board has
formalised a policy on Board Diversity to ensure diversity of
the Board in terms of experience, knowledge, perspective,
background, gender, age and culture. The Policy on diversity is
available on the Company’s website

www.maanaluminium.com

Number Of Meetings:

Meetings of Board and its Committees are held as per statutory
requirements and as per business needs. A calendar of
meetings is circulated in advance to the Directors to enable
them to plan their schedule for effective participation in the
meetings. Due to business exigencies, the Board and
Committees have also been approving several proposals by
circulation from time to time.

Board Meeting

During the year, six Board Meetings were convened and held
on 30^th May, 2024’ 13^th August, 2024’ 14^th November, 2024’ 04^th
February’ 2025 and 27^th February’ 2025, the details of which
are given in the Corporate Governance Report. The intervening
gap between the meetings was within the period prescribed
under the Act, Secretarial Standards - 1 (SS-1) issued by the
Institute of Company Secretaries of India and Listing
Regulations.

The Company has the following four (4) Board-level
Committees, which have been established in compliance with
the relevant provisions of applicable laws and as per business
requirements:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders’ Relationship Committee

4. Corporate Social Responsibility (CSR) Committee

Audit Committee

The Audit Committee comprises of three members, with
majority of Independent Directors. The Chairman of the
Committee is an Independent Director. The Committee met

four times during the year.

Nomination and Remuneration Committee

The Company has a Nomination and Remuneration Committee
comprising of three members, all members of which are Non¬
Executive Directors and two-third members are Independent
Directors. The Committee met five times during the year.

Stakeholders’ Relationship Committee

Stakeholders’ Relationship Committee of Directors comprises
of three members, with majority of Non-Executive Directors.
The Chairman of the Committee is an Independent Director.
The Committee met four times during the year.

Corporate Social Responsibility (CSR) Committee

The CSR Committee comprises of three members, of which one
is Independent Director. The Committee met once during the
reporting period.

More details about all the Committees of the Board, including
details of the role and responsibilities of Committees, the
particulars of meetings held and attendance of the Members at
such meetings are stated in the Corporate Governance Report,
which forms part of the Annual Report.

Board Effectiveness

Familiarisation Program for the Independent Directors

In compliance with the requirements of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
the Company has put in place a Familiarisation Programme for
Independent Directors to familiarise them with the working of
the Company, their roles, rights and responsibilities vis-a- vis
the Company, the industry in which the Company operates
business model etc. Details of the Familiarisation Programme
are explained in the Corporate Governance Report and are also
available on the Company’s website at
https://www.maanaluminium.com.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 and SEBI Circular no SEBI/CFD/CMD/ CIR/P/2017/004
dated January 05, 2017, the Board of Directors have carried
out an annual performance evaluation of its own
performance, its Committees, the Directors individually
including Independent Directors (wherein the concerned
Director being evaluated did not participate) based out of the
criteria and framework adopted by the Board. The Board
approved the evaluation results as collated by Nomination and
Remuneration Committee (“NRC”). The evaluation process,
manner and performance criteria for independent directors in
which the evaluation has been carried out by is explained in
the Corporate Governance Report which forms a part of this
report. The Board is respnsible to monitor and review the
evaluation framework.

The Board considered and discussed the inputs received from
the Directors. Also, the Independent Directors at their meeting
held on February 04, 2025 reviewed the following:

• Performance of Non-Independent Directors and the Board
and the Committee as a whole.

• Performance of the Chairperson of the Company.

• Assessed the quality, quantity and timeliness of flow of
information between the Company’s Management and the
Board, which is necessary for the Board to effectively and

reasonably perform their duties.

The Independent Directors expressed their satisfaction with
overall functioning and implementations of their suggestions.

The evaluation process endorsed the Board Members
confidence in the ethical standards of the Company, the
cohesiveness that exists amongst the Board Members, the two¬
way candid communication between the Board and the
Management and the openness of the Management in sharing
strategic information to enable Board Members to discharge
their responsibilities.

Statement on declaration given by the Independent Directors

The terms and conditions of appointment of Independent
Directors are as per Schedule IV of the Act. The Company has
received declarations from all the Independent Directors of the
Company confirming that they meet with the criteria of
independence as prescribed under sub-section (6) of Section
149 of the Companies Act, 2013 and rule 5 of the Companies
(Appointment and Qualifications of Directors) Rules, 2014 and
as well as under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015 (“SEBI Regulations”) and there
has been no change in the circumstances or situation, which
exist or may be reasonably anticipated, that could impair or
impact the ability of Independent Directors to discharge their
duties with an objective independent judgment and without
any external influence.

The above declarations were placed before the Board and in
the opinion of the Board all the Independent Director fulfils the
conditions specified under the Act and the SEBI Regulations
and are Independent to the Management.

Contracts / Arrangements With Related Parties:

Details of contracts/arrangement with the Related Parties are
appearing under Note no. 45 and form part of this report. All
related party transactions that were entered into during the
year under report were on arm’s length basis and were in the
ordinary course of business. There were no materially
significant related party transactions which could have
potential conflict with interest of the Company at large.

Related Party Transactions are placed before the Audit
Committee as also before the Board, wherever required, for
their approval. The Policy on Related Party Transactions as
approved by the Board is uploaded on the Company’s website.
The Company''s management ensures total adherence to the
approved Policy on Related Party Transactions to establish
Arm''s Length Basis without any compromise.

The Company has not entered into any transaction with any
person or entity belonging to the Promoter/Promoter Group
which hold(s) 10% or more shareholding in the Company.

The Company had not entered into any contracts or
arrangements or transactions under sub-section (1) of Section
188 of the Act. Hence, Form AOC-2 disclosure is not required to
be provided.

None of the Directors and the Key Managerial Personnel has
any pecuniary relationships or transactions vis-a-vis the
Company.

Internal Financial Controls And Their Adequacy

The Company has an Internal Control System, commensurate
with the size, scale and complexity of its operations. The
Company has adequate internal financial control, which are
constantly monitored by the Finance Department.

The Finance Department monitors and evaluates operating
systems, accounting procedures and policies at all locations of
the Company. Based on the report of external Internal
Auditors, the Audit Committee/ Board initiate corrective action
in respective areas and thereby strengthen the controls. The
scope, functioning, periodicity and methodology for
conducting internal audit is as per terms agreed by the Audit
Committee in consultation with the Internal Auditor and as
approved by the Board.

The Company had, in all material respects, an adequate
internal financial controls system with respect to its financial
statements for the year ended 31st March, 2025, and that are
operating effectively. More details on internal financial
controls forms part of the Management Discussion and
Analysis Report.

Annual Return

As per the requirements of Section 92(3) of the Act and Rules 12
of the Companies (Management and Administration) Rules,
2014, the Annual Return (e-form MGT-7) of the Company is
available on the website of the Company at
www.maanaluminium.com.

Chief Executive Officer (CEO)/Managing Director And
Chief Financial Officer (CFO) Certification:

A Certificate from Mr.Ravinder Nath Jain, CMD and Mr.
Sandeep Kumar Agarwal, CFO, pursuant to provisions of SEBI
(LODR) Regulations, 2015, for the year under review was
placed before the Board of Directors of the Company at its
meeting held on May 27, 2025 and the same does not contain
any adverse remark or disclaimer.

Auditors:

Statutory Auditors and their Report

M/s. M A K & Associates, Chartered Accountants (Firm
Registration Number 003060C), Indore, the Statutory Auditors
of the Company hold office until the conclusion of the ensuing
Annual General Meeting. M/s. Khandelwal and Khandelwal
Associates, Chartered Accountants (Firm Registration No.
008389C) Indore, has been recommended as the Statutory
Auditors of the Company for a period of five consecutive years
i.e from the conclusion of the ensuing 22th Annual General
Meeting upto the conclusion of 27th Annual General Meeting of
the Company for the approval of members. The Company has
received a letter from them to the effect that they are willing to
get appointed as Statutory Auditors and if appointed, their
appointment would be within the limits prescribed under
Section 139 of the Companies Act, 2013 and they are not
disqualified from being appointed as Auditors.

M/s. M A K & Associates have audited the standalone financial
statement of the Company for the financial year ended 31st
March, 2025. The Statutory Auditor’s report provided by M/s.
M A K & Associates does not contain any qualifications,
reservations, adverse remarks or disclaimers, which would be
required to be dealt with in the Boards’ Report.

Cost Auditors and Cost Audit Report

Pursuant to the provisions of Section 148 of the Companies
Act, 2013 read with the Companies (Cost Records and Audit)
Rules, 2014, the Company is required to appoint Cost Auditor
for the audit of Cost Records of the Company.

Further in terms of Section 148 of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts) Rules, 2014, it is
stated that the cost accounts and records are made and
maintained by the Company as specified by the Central

Government under sub-section (1) of Section 148 of the
Companies Act, 2013.

The Board of Directors of the Company on the
recommendation of the Audit Committee approved the
Appointment and Remuneration payable to M/s Vivek Bothra,
Cost Accountant (Membership No. 16308) as the Cost Auditors
of the Company to audit the Cost Records for the financial
year ending March 31, 2026.

The Company has received their written consent that the
appointment is in accordance with the applicable provisions of
the Companies Act, 2013 and rules framed thereunder. As per
the statutory requirement, the requisite resolution for
ratification of remuneration of the Cost Auditors by the
members of the Company has been set out in the Notice
convening 22nd AGM of the Company.

During the year, the Cost Auditors had not reported any matter
under Section 143(12) of the Companies Act, 2013. Therefore, no
detail is required to be disclosed under Section 134(3) (ca) of
the Companies Act, 2013.

Secretarial Auditor and Secretarial Audit Report

Pursuant to the amended provisions of Regulation 24A of the
SEBI (LODR) Regulations and Section 204 of the Act read with
Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors have
approved and recommended the appointment of

Ms. Anita Aswal, Practicing Company Secretaries (Peer
Reviewed 2095/2022) Noida in Practice as Secretarial Auditors
of the Company for a term of up to 5 (Five) consecutive years
to hold office from the Financial Year 2025-26 to the the
Financial Year 2029-30, for approval of the Members at
ensuing AGM of the Company. Brief resume and other details
of Ms. Anita Aswal, Company Secretaries in Practice, are
separately disclosed in the Notice of ensuing AGM.

Ms. Anita Aswal have given their consent to act as Secretarial
Auditors of the Company and confirmed that their aforesaid
appointment (if made) would be within the prescribed limits
under the Act & Rules made thereunder and SEBI (LODR)
Regulations. They have also confirmed that they are not
disqualified to be appointed as Secretarial Auditors in terms of
provisions of the Act & Rules made thereunder and SEBI (LODR)
Regulations.

The Secretarial Audit Report for the financial year ended 31st
March, 2025 are annexed as Annexure IV to this Report. This
report is unqualified and self-explanatory and does not call for
any further comments/explanations.

Internal Auditors

During the year under review Ms. Ashok Khasgiwala & Co. LLP
Chartered Accountants has acted as Internal Auditors of the
Company. Audit observations of Ms. Ashok Khasgiwala & Co.
LLP, Chartered Accountants and corrective actions thereon are
periodically presented to the Audit Committee of the Board.

The Board of Directors on the recommendation of the Audit
Committee appointed Ms. Ashok Khasgiwala & Co. LLP,
Chartered Accountants to carry out the Internal Audit of the
Company for the Financial Year 2025-26.

Auditors Report

The notes on the financial statement referred in the Auditor’s
Report are self-explanatory and do not call for any further
comments. The Auditor’s Report does not contain any

qualification, reservation, adverse remark or disclaimer for the
Financial Year 2024-25.

Reporting Of Frauds By Auditors

During the year under review, the Statutory Auditors and the
Secretarial Auditor have not reported any instances of frauds
committed in the Company by its Officers or Employees to the
Audit Committee under section 143(12) of the Companies Act,
2013, details of which needs to be mentioned in this Report.

Managing The Risks Of Fraud, Corruption And Unethical
Business Practices:

Vigil Mechanism (Whistle Blower Policy) and Code of
Conduct

Creating a fraud and corruption free culture has always been
the core factor of your Company. In view of the potential risk
of fraud, corruption and unethical behavior that could
adversely impact the Company’s business operations,
performance and reputation, MAAN has emphasized even
more on addressing these risks. To meet this objective, a
comprehensive vigil mechanism named Whistle Blower Policy,
in compliance with the provisions of Section 177(10) of the Act
and Regulation 22 of Listing Regulations, is in place. The details
of the Whistle Blower Policy is explained in the Corporate
Governance Report and posted on the website of the Company
at www.maanaluminium.com

In addition to above policy, Company has in place the Code of
Conduct (“Code") and other critical compliance policies which
are laid down based on the Company’s values, beliefs,
principles of ethics, integrity, transparency and applicable
laws. Your Company has zero- tolerance to bribery and
corruption and is committed to act professionally and fairly in
all its business dealings.

To create awareness about the Company’s commitment to
conduct business professionally, fairly and free from bribery
and corruption, regular training and awareness programs and
workshops is conducted for all employees (both direct and
indirect) across the organization.

More details about the Code are given in the Corporate
Governance Report.

Code of Conduct to Regulate, Monitor and report trading by
Insiders

In terms of SEBI (Prohibitions of Insider Trading) Regulations,
2015, as amended from time to time, the Company has adopted
a Code of Conduct for Prevention of Insider Trading (Insider
Code) as approved by the Company’s Board. Any Insiders (as
defined in Insider Code) including designated employees &
persons and their relatives are, inter-alia, prohibited from
trading in the shares and securities of the Company or counsel
any person during any period when the “unpublished price
sensitive information" are available with them.

The Insider Code also requires pre-clearance for dealing in the
Company’s shares and prohibits dealing in Company’s shares
by the Directors and the designated employees while in
possession of unpublished price sensitive information in
relation to the Company and during the period when the
Trading Window is closed.

Corporate Governance Report:

The Corporate Governance Report forms an integral part of
this Report, together with the Certificate from the Practicing
Company Secretary regarding compliance with the

requirements of Corporate Governance as stipulated in Part C
of Schedule V to the Listing Regulations.

Conservation Of Energy, Technology Absorption And Foreign
Exchange Earning And Outgo:

It has been the Company’s endeavor to focus of energy
conservation and efficiency measures and accordingly were
undertaken in various areas of the cement manufacturing
during the year.

Information relating to conservation of Energy, Technology
Absorption and Foreign Exchange Earning and Outgo, required
under Section 134(3)(m) of the Act are annexed hereto as
Annexure -I and form part of this report.

Risk Management

The Company’s management systems, organizational
structures, processes, standards and code of conduct together
form the risk management governance system of the Company
and management of associated risks.

Your company’s management monitors and reports on the
principal risks and uncertainties that can impact its ability to
achieve its strategic objectives.

Your Company believes that managing risks helps in
maximizing returns. The Company’s approach in addressing
business risks is comprehensive and includes periodic review
of such risks and a framework for mitigating controls and
reporting mechanism of such risks. The risk management
framework is reviewed periodically by the Board and the Audit
Committee. Some of the risks that the Company is exposed to
are financial risks, commodity price risks, regulatory risks,
human resource risks, strategic risks etc.

Policy On Appointment And Remuneration For Directors, Key
Managerial Personnel And Senior Management Employees

The Board of Directors has devised a Policy which lays
down a framework in relation to remuneration of Directors,
KMP and other employees of the Company. The said policy is
available on the Company’s website at
www.maanaluminium.com

Prevention Of Sexual Harassment

The Company has always provided a congenial atmosphere for
work that is free from discrimination and harassment,
including sexual harassment. It has provided equal
opportunities of employment to all without regard to their
caste, religion, colour, marital status and sex.

The Company has in place Policy on Prevention, Prohibition
and Redressal of Sexual Harassment in line with the
requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has constituted an Internal Complaints
Committee for redressal of grievances regarding sexual
harassment received by the Committee. All employees are
covered under this Policy. During the year under review, the
Company has not received any complaints of sexual
harassment. The Company has complied with all the applicable
provisions of the said Act.

Your Directors further state that the during the financial year
2024-25, there were no complaints pending pursuant to the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The following is reported
pursuant to Section 22 of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013:

a. Number of complaints received in the year : Nil

b. Number of complaints disposed off during the year : Nil

c. Number of cases pending more than ninety days: Nil

d. Number of workshops or awareness programme against
sexual harassment carried out: The Company has conducted
training for creating awareness against the sexual
harassment against the women at work place.

e. Nature of action taken by the employer or district officer:

Not Applicable.

Policy of “Prevention of Sexual Harassment” at workplace is
available to access as and when required. Further, your
company has setup an Internal Complaints Committee (ICC)
which has equal representation of men and women and is
chaired by senior woman and has an external women
representation.

Insurance

The Company’s plant, properties, equipment and stocks are
adequately insured against all major risks including loss on
account of business interruption caused due to property
damage.

Particulars Of Employees

The information required under Section 197 of the Act read
with Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules 2014, are given in Annexure II
to this Report.

In accordance with the provisions of Sections 197(12) & 136(1) of
the Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the list
pertaining to the names and other particulars of employees
drawing remuneration in excess of the limits set out in the
aforesaid Rules, is kept open for inspection during working
hours (upto the date of ensuing Annual General Meeting) at the
Registered Office of the Company, and the Report & Accounts
are being sent to all the Members of the Company, excluding
the aforesaid particulars of employees. Alternatively, any
Member, who is interested in obtaining these details, may also
write to the Company Secretary at the Registered Office of the
Company or to email id at [e-mail]

Corporate Governance

The Company has a strong legacy of following fair,
transparent and ethical governance practices and is committed
to maintain the highest standards of Corporate Governance
and strictly adheres to the Corporate Governance requirements
set out by SEBI. The Company’s Corporate Governance policy is
based on the belief that good governance is an essential
element of business, which helps the Company to fulfill its
responsibilities towards all its stakeholders. The report on
Corporate Governance as stipulated under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
(“SEBI Regulations”) forms an integral part of this Report. The
requisite Auditor''s Certificate on Corporate Governance
obtained from Mrs. Anita Aswal. Practicing Company
Secretary for compliance with SEBI Regulations is attached to
the report on Corporate Governance.

A Certificate of the Chief Executive Officer (CEO)/Managing
Director (CMD) and Chief Financial Officer (CFO) of the
Company in terms of Regulation 17(8) of the Listing
Regulations is also annexed.

Corporate Social Responsibility

Your Company aims to remain essential to the society with its
social responsibility, strongly connected with the principle of
sustainability, an organization based not only on financial
factors, but also on social and environmental consequences. It
is responsibility of your Company to practice its corporate
values through its commitment to grow in a socially and
environmentally responsible way, while meeting the interest of
Stakeholders.

Our continually rising CSR spend on carefully crafted CSR
programmes that consider the needs of our communities have
helped us win their hearts and made them a part of Maan
family. Key thematic areas of Maan''s CSR activities include
Healthcare, Sanitation & Hygiene, Education, Rural and
Community infrastructure development, Water Conservation &
Environmental protection, Women empowerment, including
employment creation initiatives and sustainable livelihood,
promotion of sports and contribution for other social cause.

As required under Section 135 of the Act and Rules made
thereunder, to demonstrate the responsibilities towards social
up-liftment in structured way, the Company has formed a
Corporate Social Responsibility Policy. The Committee reviews
and monitors the CSR projects and expenditure undertaken by
the Company on a regular basis. The Company implements the
CSR projects directly as well as through implementing
partners.

The details of such initiatives, CSR spend etc., have been
provided as Annexure III to this Report, as required under the
Companies (Corporate Social Responsibility Policy) Rules, 2014

Transfer Of Shares Only In Demat Mode

As per SEBI norms, all requests for transfer of securities
including transmission and transposition requests shall be
processed only in dematerialised form. Further vide circular
date 24th January, 2022, SEBI has notified that all request for
duplicate issuance, splitting and consolidation requests too will
be processed in a demat mode only.

Updating KYC Details

Common And Simplified Norms For Processing Investor’s
Service

Efforts are underway to update the Permanent Account
Number (PAN) and bank account details of shareholder(s) as
required by SEBI. The regulator, vide circular dated 3rd
November, 2021 and 15th December, 2021, has mandated
furnishing of PAN, KYC details and nomination by holders of
physical securities by 31st March, 2023 and SEBI further
extended the cut-off date to 30th September, 2023 vide its
Circular dated 16th March, 2023 and CBDT vide its Press
Release, has also extended linking PAN with Aadhaar by 30th
June, 2023 without facing repercussions.

Members are requested to submit their PAN, KYC and
nomination details to the Company''s registrars through the
forms.

Listing Of Equity Shares

The Company''s equity shares are listed on the BSE Ltd. and
National Stock Exchange of India Ltd. Listing fees have been
paid up to 31st March, 2026.

More details about the Transfer of Shares and Listing of Shares
are given in the Corporate Governance Report.

Compliance With Secretarial Standards

The Board of Directors affirms that the Company has complied
with the applicable Secretarial Standards issued by the Institute
of Company Secretaries of India which have mandatory
application during the year under review.

HUMAN RESOURCES

Your people are your greatest resource. Your Company
encourages and provides regular training to employees to
improve their skills. Your Company has a performance
appraisal system for senior employees and junior management
staff. In- house news-letters provide a forum for information
sharing. Rewarding individuals for their contribution is part of
motivation towards Excellence. More details on this section
form part of Management Discussion and Analysis Report.

Health And Safety/ Industrial Relations

The Company continues to accord high priority to the health
and safety of employees at all locations. During the year under
review, the Company conducted safety training programs for
increasing disaster preparedness and awareness amongst all
employees at the plant. Training programs and mock drills for
safety awareness were also conducted for all employees at the
plant. Safety Day was observed with safety competition
programs with the aim to imbibe safety awareness among all
the employees (both direct and indirect) at the plant.

During the year under review, your Company enjoyed a cordial
relationship with workers and employees at all levels.

Other Disclosures And Information

a. Significant and Material Orders passed by the

Authority

There are no significant or material orders passed by the
Regulators or Courts or Tribunals which impacts the going
concern status of the Company and its future operations.

b. Stock Option

The Company doesn’t have any Stock options scheme.

Appreciation

Your directors are thankful to the Central and State
Government Departments, Organizations and Agencies for
their continued guidance and co-operation. The Directors are
grateful to all valuable Stakeholders, Dealers, Vendors, Banks
and other business associates for their excellent support and
help rendered during the year. The Directors also
acknowledged the commitment and valued contribution of all
employees of the Company.

Your directors wish to place on record their appreciation for
the support and guidance provided by its Promoter.

Date: 12.08.2025 By order of the Board

For Maan Aluminium Limited

Place: New Delhi

Ravinder Nath Jain
Chairman & Managing Director

---

Mar 31, 2024

Your Directors are pleased to present the Company’s Twenty one Annual Report on the business and operations of Maan Aluminium Limited, along with the summary of the Audited Financial Statements for the financial year ended March 31, 2024.

Financial Results
A summary of the Standalone financial performance of your Company, for the financial year ended March 31, 2024, is as
under:		(?. in lacs)
	For the	For the
Particular	year ended	year ended
	March	March
	31, 2024	31, 2023
Profit before interest, depreciation & tax	5233.77	7644.65
Less : Interest	368.38	494.72
Profit before Depreciation	4865.39	7149.93
Less : Depreciation & amortization	468.12	446.65
Profit before tax and exceptional items	4397.27	6703.28
Exceptional items	0.00	0.00
Tax Expenses:	1122.33	1706.18
Profit after Tax	3274.94	4997.10
Add : Comprehensive Income	6.05	(1.28)
Total Comprehensive Income	3280.99	4995.83

Return To Investors (Dividend)

Keeping in view to further improve the capacity utilization and consolidate its existing facilities, the Board has considered prudent to conserve and retain the profit for further improvement. The Board regrets its inability to recommend any dividend.

TRANSFER TO RESERVES

We do not propose to transfer any amount to general reserve on declaration of dividend.

Sub Division / Split Of Equity Shares

During the Financial Year, the shareholders through electronic means, on July 19, 2023, approved sub-division of Companys'' one (1) equity share of face value of ^.10/- each into two (2) equity shares of face value of ?. 5/- each and consequent

amendment in the existing Capital Clause V of the Memorandum of Association (MOA) of the Company.

Accordingly, the authorised share capital of the Company was altered as ^.15,00,00,000/- divided into 3,00,00,000 equity shares of ?. 5/- each and the paid-up and subscribed share capital of the Company was altered as ^.13,52,12,160/- divided into 2,70,42,432 equity shares of ^.5/- each.

After the requisite approvals of the Stock Exchange (i.e., BSE) and Depositories (i.e., NSDL and CDSL), new ISIN i.e., INE215I01027 has been allotted to the Company. The effect of the change in face value of the share was reflected on the share price at the Stock Exchange where Company is listed (BSE) with effect from July 23, 2023 (i.e., Record Date).

Bonus Issue

During the Financial Year, the shareholders by electronic means, on July 19, 2023, approved for issue of Bonus Shares, wherein the Company had allotted 2,70,42,432 Equity Shares of ^.5/- each as fully paid-up to the Members of the Company, whose names appear in the Register of Members as on the Record date July 23, 2023, in the proportion of 1 (One) new fully paid-up equity shares of ^.5/- each for every 1 (One) existing fully paid-up equity share of ^.5/- each held by them (i.e., in the ratio of 1:1).

Share Capital

During the year under review, your Board of Directors approved split/sub-division of equity shares of the Company on June 09, 2023 and the same was approved by the shareholders on July 19, 2023, such that each equity share having face value of ^.10/- (Rupees Ten only) fully paid-up, was sub- divided into two (2) equity shares having face value of ^.5/- (Rupees five only) each, fully paid-up with effect from July 23, 2023 (Record Date).

Accordingly, the authorised share capital of the Company was altered as ^.15,00,00,000/- divided into 3,00,00,000 equity shares of ^.5/- each and the paid-up and subscribed share capital of the Company was altered as ^.13,52,12,160/- divided into 2,70,42,432 equity shares of ?. 5/- each.

Further, the Authorized Share Capital of the Company was increased from ^.15,00,00,000/- (Rupees Fifteen Crores Only) divided into 3,00,00,000 (Three Crores) Equity Shares of ^.5/- (Rupees Five Only) each to ^.30,00,00,000/- (Rupees Thirty Crores only) divided into 6,00,00,000 (Six Crores) Equity Shares of ?. 5/- (Rupees five Only) each and consequential alteration in the Memorandum of Association of the Company.

During the Financial Year, the shareholders through electronic means, on July 19, 2023, approved for issue of Bonus Shares, wherein the Company had allotted 2,70,42,432 Equity Shares of ^.5/- each as fully paid-up to the Members of the Company,

whose names appear in the Register of Members as on the Record date July 23, 2023, in the proportion of 1 (One) new fully paid-up equity shares of 5/- each for every 1 (One) existing fully paid-up equity share of 5/- each held by them (i.e., in the ratio of 1:1).

As on March 31, 2024, the paid-up share capital of the Company stood at ^.27,04,24,320/- divided into 5,40,84,864 equity shares of 5/- each fully paid up

Variations In Net Worth

The Standalone Net worth of the Company for the Financial Year ended March 31, 2024, is ^.16,308.50 lacs as compared to ^.13,027.51 lacs for the previous financial year ended March 31, 2023.

Contribution To The Exchequer

Your Company over the years has been enabling significant contribution to various taxes. During the financial year 202324, your Company has made the direct tax contribution of ?. 1,122.33 lacs.

Review Of Business And Operations And State Of Your Company’s Affairs

MAAN has built a sustainable foundation to accelerate its growth. Its customer-centric products; transparency in operations; relentless focus on customer convenience; and investment in technology has helped it build a family of lots of happy customers.

The overall business environment remained muted with demand slackening in almost all sectors. The Aluminium Sector also went through extreme volatility owing to the fluctuations is the Price of Primary Products. Your Company overcame the challenges posed by the pandemic and performed well during the FY 2023-24.

This was achieved through leveraging the export opportunities bought by the growing trend of export and offering quality service. With a resolution to provide best- in-class product at the lowest cost, your Company delivered strong growth over the previous year.

The Company reported earnings results for the fourth quarter and full year ended March 31, 2024. For the fourth quarter, the company reported sales was INR 23740 lacs compared to INR 26287 lacs a year ago. Revenue was INR 23990 lacs compared to INR 26437 lacs a year ago. Net profit after tax was INR 728 lacs compared to INR 1446 lacs a year ago. Basic earnings per share from continuing operations was INR 1.35 compared to INR 2.67 a year ago (Post Split and Bonus). Diluted earnings per share from continuing operations was INR 1.35 compared to INR 2.67 a year ago.

For the full year, sales was INR 95303 lacs compared to INR 81385 lacs a year ago. Revenue was INR 96076 lacs compared to INR 81901 lacs a year ago. Net profit after tax was INR 3275 lacs compared to INR 4997 lacs a year ago. Basic earnings per share from continuing operations was INR 6.06 compared to INR 9.24 a year ago. Diluted earnings per share from continuing operations was INR 6.06 compared to INR 9.24 a year ago. Increase in revenue is supported by increased revenues from trading of primary metal.

The Financial Statement of the Company for the FY 2023-24 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and as prescribed by Securities and Exchange Board of India (SEBI) under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

(hereinafter referred to as the SEBI Listing Regulation). The Financial Statement has been prepared on the basis of the Audited Financial Statement of the Company as approved by their respective Board of Directors.

The Audited Financial Statement along with Auditor Report for the FY 2023-24 into consideration have been annexed to the Annual Report and also made available on the website of the Company which can be accessed at www.maanaluminium.com

Financial Liquidity And Credit Rating:

Cash and cash equivalent as on 31st March, 2024 was t. 5.01 lacs (excluding fixed deposits of ^.48.72 lacs) vis-a-vis t. 8.70 lacs in the previous year (excluding fixed deposits of ?. 218.72 lacs).

Total cash and bank balance as on 31st March, 2024 was t. 5.01 lacs vis-a-vis ?. 8.70 lacs in the previous year.

During the year the Company has obtained Long Term and Short-Term Credit rating from ICRA for the total bank loan facility of ?. 105 crores. ICRA has assigned ICRA BBB /Stable for long term rating and ICRA A2 for short term rating.

The Company’s working capital management is robust and involves a well-organized process, which facilitates continuous monitoring and control over receivables, payables, inventories and other parameters.

Material Changes And Commitments If Any, Affecting The Financial Position Of The Company

There were no material changes and commitments in terms of Section 134(3)(l) of the Act, affecting the financial position of the Company between the end of the financial year of the Company as on 31^st March, 2024 and the date of this report i.e. 13^th August, 2024.

Future Outlook

Your Company has been able to built-up good order book in all segments and sectors in domestic market as well as global market over the years. The Company continues to work towards strengthening domestic order book and improving the international order book going forward. The present order book and the opportunities in the Indian metal space as well as International market gives good visibility towards a sustainable and profitable growth going forward.

Your Company has also planned to increase its installed capacity of extrusion from 10000 MTs to 240 00 MTs p.a. by installing new extrusion press from Italy of latest technology which will be having capability to extrude 7 to 9 inch diameter of Aluminium billets, with this addition we will be catering EV industry, Solar Industry, Defense industry, This project is under capital work in process and is expected to kick off by Financial year 2024-25.

Apart from extrusion your company is also focusing on value addition post extrusion to yield better margins keeping same in view during the year 2023-24 we have increased our anodizing capacity from 2400 to 3600 MTs pa. and also started powder coating of Aluminium profiles where at present coating is being performed through outside job-worker, all these measures together along with process improvement and efficiency improvement will target to increase in margins going forward.

Finance

Under the review, the Company’s Working Capital Finance is

being prudent mix of fund based & non-fund based limits to cater to its existing fund requirements.

Total addition in the fixed assets was 776.77 lacs during the year, which was funded through internal accruals.

Directors’ Responsibility Statement

Pursuant to Section 134(3)(c ) of the Companies Act, 2013 (“the Act”), the Board of Directors, to the best of the Knowledge and ability, 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. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the annual accounts on a going concern basis; and

v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Transfer To General Reserve:

During the year, your Company has not transferred any amount to the reserves.

Transfer Of Funds To Investor Education And Protection Fund (IEPF):

Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013 (“Act”) read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”),all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund (“IEPF” or “Fund”) Account established by the Central Government, after completion of seven years from the date the dividend is transferred to unpaid/unclaimed account. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the members for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority after complying with the procedure laid down under the Rules.

During FY 2023-24, the company had transferred 32,354 & 30896 shares to ‘IEPF’ Account

Deposits

We have not accepted any fixed deposits, including from the public, and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date

Loans, Guarantees And Investments

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable to the Company.

Subsidiary Company

Under review as on March 31, 2024 the Company does not have any Indian Subsidiary Company, Associate Company or Holding Company.

Management Discussion And Analysis

In accordance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms part of this report.

Policy On Directors’ Appointment And Remuneration

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy, inter alia, for nomination and appointment (including remuneration) of Directors, senior management and key managerial personnel of the Company. The details of Nomination and Remuneration Policy is stated in the Corporate Governance Report and uploaded on website of the Company at www.maanaluminium.com

The Board of Directors of the Company follows the criteria for determining qualification, positive attributes, independence of Directors as per Nomination and Remuneration Policy and the Board Diversity Policy and other applicable policies of the Company.

Directors are appointed /re-appointed with the approval of the Members for a term in accordance with the provisions of the law and the Articles of Association of the Company. The initial appointment of CEO and Managing Director is generally for a period of three years. All Directors, other than Independent Directors, are liable to retire by rotation, unless otherwise specifically provided under the Articles of Association or under any statute or terms of appointment. One third of the Directors who are liable to retire by rotation, retire at every annual general Meeting and are eligible for re-appointment.

Further details on election process, appointment of Directors and the details of remuneration paid to Directors and Managerial Personnel forms part of the Corporate Governance Report.

Directors And Key Managerial Personnel Directors:

The Company has Eight directors on its Board. Detailed composition about the Board is disclosed in Corporate Governance Report. All Directors have submitted relevant declarations / disclosures as required under Act and Listing Regulations.

Re-appointment of Director

Mrs. Priti Jain (DIN No. 01007557), Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors), Rules 2014 and the Articles of Association of your Company and being eligible, has offered herself for re-appointment as the Director.

The Board of Directors of the Company at their meeting held on November 9, 2023, based on the recommendation of the Nomination & Remuneration Committee, had re-appointed Mr. Ashish Jain (DIN:06942547), as Whole-time Director of the Company for the period from April 1, 2024 to March 31, 2027,and the same is being placed before the shareholders of the Company through Postal Ballot for their approval, which was duly approved by them.

The Board of Directors of the Company at their meeting held on November 9, 2023, based on the recommendation of the Nomination & Remuneration Committee, had re-appointed Mrs. Priti Jain (DIN: 01007557), as Whole-time Director of the Company for the period from April 1, 2024 to March 31, 2027,and the same is being placed before the shareholders of the Company through Postal Ballot for their approval, which was duly approved by them.

Appointment of Director

The Board of Directors of the Company at their meeting held on July 28, 2023, based on the recommendation of the Nomination & Remuneration Committee, had appointed Mr. Naveen Gupta (DIN: 10252320), as Executive Director of the Company for the period 3 years upto March 31, 2026, and the same is being placed before the shareholders of the Company through Postal Ballot for their approval, which was duly approved by them.

The Board has at their meeting held on 13th August, 2024 appointed Mr. Sujoy Bhatia (DIN: 00109205) and Mr. Anil Kumar Jain (DIN: 10737778) as an Additional Director in the category of Non Executive Independent Director with effect from 13th August, 2024. Pursuant to Section 161 and other applicable provisions, if any of the Companies Act, 2013 and Article 108(i) & (ii) of the Articles of Association of the Company, Mr. Sujoy Bhatia (DIN: 00109205) and Mr. Anil Kumar Jain (DIN: 10737778)shall hold office till the date of the ensuing Annual General Meeting. The Board recommends appointment of Mr. Sujoy Bhatia (DIN: 00109205) and Mr. Anil Kumar Jain (DIN: 10737778) as Non Executive Independent Director of the Company for a period of 5 years w.e.f. 13^th August, 2024.

The Company has received notice as per the provisions of Section 160(1) of the Companies Act, 2013 from a Member in writing proposing her candidature for the office of Director.

As required by Regulation 36(3) of the Listing Regulations and provisions of the Secretarial standards, brief resume and other details of the above-mentioned Director getting appointed & re-appointed, are attached to the Notice of the ensuing Annual General Meeting.

None of the Directors proposed for appointment / reappointment at the ensuing Annual General meeting are disqualified from being appointed /reappointed as Directors under the provisions of the Act, the Listing Regulations or any other order, directions of MCA, SEBI or any other statutory authorities.

Resignation of Directors

The term of Mr. Rajesh Jain (DIN: 02854873) as Independent Director is for the second term of five year was up to August 13, 2024. Hence there is no requirement for re-appointment of the same. Your Board takes the opportunity to place on record deep appreciation for his contributions to the Company during his association as an Non Executive Independent Director on the Board of the Company.

The term of Mr. Amit Jain (DIN: 03498081) as Independent

Director is for the second term of five year was up to August 13, 2024. Hence there is no requirement for re-appointment of the same. Your Board takes the opportunity to place on record deep appreciation for his contributions to the Company during his association as an Non Executive Independent Director on the Board of the Company.

Board independence

Our definition of ‘independence’ of Directors is derived from Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the independence of directors during the Board evaluation process and assessing veracity of disclosures, the following NonExecutive Directors are Independent:

a) Mr. Rajpal Jain

b) Mr. Amit Jain (ceased to be a director w.e.f.

13th August, 2024)

c) Mr. Rajesh Jain(ceased to be a director w.e.f.

13th August, 2024)

d) Mr. Suresh Chander Malik

e) Mr. Anil Kumar Jain (appointed a director w.e.f. 13th August, 2024)

f) Mr. Sujoy Bhatia (appointed a director w.e.f. 13th August, 2024)

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company’s Code of Conduct.

In the opinion of the Board, the Independent Directors fulfil the conditions specified under the Companies Act, 2013, the Rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are independent of the management, and are persons of high integrity, expertise and experience. Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Board is also of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of strategy, business management, accounts & finance, auditing, tax and risk advisory services, legal, HR, IT, sales &

marketing, logistics, people management, branding, infrastructure, technical, banking, insurance, financial services, investments, mining & mineral industries both in cement & other sectors and they hold highest standards of integrity.

Regarding proficiency, the Company has adopted requisite steps towards the inclusion of the names of all Independent Directors in the data bank maintained with the Indian Institute of Corporate Affairs (‘MCA’). Accordingly, all the Independent Directors of the Company have registered themselves with IICA for the said purpose. In terms of Section 150 of the Act read with the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended vide Notification No. GSR. 774(E), dated 18.12.2020, wherever required, Independent Directors of the Company have undertaken to complete online proficiency self- assessment test conducted by the said Institute.

Key Managerial Personnel (KMP)

The following are the Key Managerial Personnel of the Company as defined under Sections 2(51), 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Mr. Ravinder Nath Jain-Chairman and Managing Director;

Mr. Sandeep Kumar Agarwal- Company Secretary and Compliance Officer & Chief Financial Officer;

Mr. Viksit Chadha-Chief Executive Officer (ceased to be a CEO w.e.f. 30th May, 2023)

During the year under review, the non-executive director had no pecuniary relationship or transactions with the Company, other than sitting fees, commissions, if any, and reimbursement expenses incurred by them, for the purpose of attending meetings of the Board/Committee of the Company.

Annual Evaluation by the Board of its own performance, its Committees and Individual Directors

In terms of Policy on Evaluation of Performance of Directors and the Board, the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees and other committees of Board as mandated under the Act and Listing Regulations. The criteria and manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Certificate of Non-Disqualification of Directors

In accordance with the Listing Regulations, a certificate has been received from Mrs. Anita Aswal, Practicing Company Secretaries, that none of the Directors on the Board of the Company has been disqualified to act as Director. The same is annexed herewith as Annexure A.

Board Diversity

The Company has over the years been fortunate to have eminent persons from diverse fields to serve as Directors on its Board. Pursuant to the SEBI Listing Regulations, the Nomination & Remuneration Committee of the Board has formalised a policy on Board Diversity to ensure diversity of the Board in terms of experience, knowledge, perspective, background, gender, age and culture. The Policy on diversity is available on the Company’s website

www.maanaluminium.com

Number Of Meetings:

Meetings of Board and its Committees are held as per statutory requirements and as per business needs. A calendar of meetings is circulated in advance to the Directors to enable them to plan their schedule for effective participation in the meetings. Due to business exigencies, the Board and Committees have also been approving several proposals by circulation from time to time.

Board Meeting

During the year, six Board Meetings were convened and held on 30th May, 2023’ 09th June, 2023’ 28th July, 2023’ 11th August, 2023’ 09th November, 2023 and 14th February’ 2023, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act, Secretarial Standards - 1 (SS-1) issued by the Institute of Company Secretaries of India and Listing Regulations.

The Company has the following four (4) Board-level Committees, which have been established in compliance with the relevant provisions of applicable laws and as per business requirements:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders’ Relationship Committee

4. Corporate Social Responsibility (CSR) Committee Audit Committee

The Audit Committee comprises of three members, with majority of Independent Directors. The Chairman of the Committee is an Independent Director. The Committee met four times during the year.

Nomination and Remuneration Committee

The Company has a Nomination and Remuneration Committee comprising of three members, all members of which are NonExecutive Directors and two-third members are Independent Directors. The Committee met four times during the year.

Stakeholders’ Relationship Committee

Stakeholders’ Relationship Committee of Directors comprises of three members, with majority of Non-Executive Directors. The Chairman of the Committee is an Independent Director. The Committee met four times during the year.

Corporate Social Responsibility (CSR) Committee

The CSR Committee comprises of three members, of which one is Independent Director. The Committee met once during the reporting period.

More details about all the Committees of the Board, including details of the role and responsibilities of Committees, the particulars of meetings held and attendance of the Members at such meetings are stated in the Corporate Governance Report, which forms part of the Annual Report.

Board Effectiveness

Familiarisation Program for the Independent Directors

In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a Familiarisation Programme for Independent Directors to familiarise them with the working of the Company, their roles, rights and responsibilities vis-a- vis the Company, the industry in which the Company operates business model etc. Details of the Familiarisation Programme are explained in the Corporate Governance Report and are also available on the Company’s website at https://www.maanaluminium.com.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Circular no SEBI/CFD/CMD/ CIR/P/2017/004 dated January 05, 2017, the Board of Directors have carried out an annual performance evaluation of its own performance, its Committees, the Directors individually including Independent Directors (wherein the concerned Director being evaluated did not participate) based out of the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by Nomination and Remuneration Committee (“NRC”). The evaluation process, manner and performance criteria for independent directors in which the evaluation has been carried out by is explained in the Corporate Governance Report which forms a part of this report. The Board is responsible to monitor and review the evaluation framework.

The Board considered and discussed the inputs received from the Directors. Also, the Independent Directors at their meeting held on March 25, 2024 reviewed the following:

¦ Performance of Non-Independent Directors and the Board and the Committee as a whole.

¦ Performance of the Chairperson of the Company.

¦ Assessed the quality, quantity and timeliness of flow of information between the Company’s Management and the Board, which is necessary for the Board to effectively and reasonably perform their duties.

¦ The Independent Directors expressed their satisfaction with overall functioning and implementations of their suggestions.

¦ The evaluation process endorsed the Board Members confidence in the ethical standards of the Company, the cohesiveness that exists amongst the Board Members, the two-way candid communication between the Board and the Management and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities.

Statement on declaration given by the Independent Directors

The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and rule 5 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and as well as under the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (“SEBI Regulations") and there has been no change in the circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact the ability of Independent Directors to discharge their duties with an objective independent judgment and without any external influence.

The above declarations were placed before the Board and in the opinion of the Board all the Independent Director fulfils the conditions specified under the Act and the SEBI Regulations and are Independent to the Management.

Contracts / Arrangements With Related Parties:

Details of contracts/arrangement with the Related Parties are appearing under Note no. 45 and form part of this report. All related party transactions that were entered into during the year under report were on arm’s length basis and were in the ordinary course of business. There were no materially significant related party transactions which could have potential conflict with interest of the Company at large.

Related Party Transactions are placed before the Audit Committee as also before the Board, wherever required, for their approval. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website. The Company’s management ensures total adherence to the approved Policy on Related Party Transactions to establish Arm’s Length Basis without any compromise.

The Company has not entered into any transaction with any person or entity belonging to the Promoter/Promoter Group which hold(s) 10% or more shareholding in the Company.

The Company had not entered into any contracts or arrangements or transactions under sub-section (1) of Section 188 of the Act. Hence, Form AOC-2

disclosure is not required to be provided.

None of the Directors and the Key Managerial Personnel has any pecuniary relationships or transactions vis-a-vis the Company.

Internal Financial Controls And Their Adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has adequate internal financial control, which are constantly monitored by the Finance Department.

The Finance Department monitors and evaluates operating systems, accounting procedures and policies at all locations of the Company. Based on the report of external Internal Auditors, the Audit Committee/ Board initiate corrective action in respective areas and thereby strengthen the controls. The scope, functioning, periodicity and methodology for conducting internal audit is as per terms agreed by the Audit Committee in consultation with the Internal Auditor and as approved by the Board.

The Company had, in all material respects, an adequate internal financial controls system with respect to its financial statements for the year ended 31st March, 2024, and that are operating effectively. More details on internal financial controls forms part of the Management Discussion and Analysis Report.

Annual Return

As per the requirements of Section 92(3) of the Act and Rules 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (e-form MGT-7) of the Company is available on the website of the Company at www.maanaluminium.com.

Chief Executive Officer (CEO)/Managing Director & Chief Financial Officer (CFO) Certification:

A Certificate from Mr.Ravinder Nath Jain, CMD and Mr. Sandeep Kumar Agarwal, CFO, pursuant to provisions of SEBI (LODR) Regulations, 2015, for the year under review was

placed before the Board of Directors of the Company at its meeting held on May 30, 2024 and the same does not contain any adverse remark or disclaimer.

Auditors:

Statutory Auditors and their Report

M/s. M A K & Associates, Chartered Accountants (Firm Registration Number 003060C) were appointed as Statutory Auditor of the Company at the 17th AGM held on September 29, 2020 for a period of five consecutive years i.e. till the conclusion of 22nd AGM.

M/s. M A K & Associates have audited the standalone financial statement of the Company for the financial year ended 31st March, 2024. The Statutory Auditor’s report provided by M/s. M A K & Associates does not contain any qualifications, reservations, adverse remarks or disclaimers, which would be required to be dealt with in the Boards’ Report.

Cost Auditors and Cost Audit Report

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to appoint Cost Auditor for the audit of Cost Records of the Company.

Further in terms of Section 148 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, it is

Further in terms of Section 148 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, it is stated that the cost accounts and records are made and maintained by the Company as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

The Board of Directors of the Company on the recommendation of the Audit Committee approved the Appointment and Remuneration payable to M/s Vivek Bothra, Cost Accountant (Membership No. 16308) as the Cost Auditors of the Company to audit the Cost Records for the financial year ending March 31, 2024.

The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder. As per the statutory requirement, the requisite resolution for ratification of remuneration of the Cost Auditors by the members of the Company has been set out in the Notice convening 20th AGM of the Company.

During the year, the Cost Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013. Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.

Secretarial Auditor and Secretarial Audit Report

Section 204 of the Act, inter-alia requires every listed company to undertake Secretarial Audit and annex with its Board’s Report a Secretarial Audit Report given by a Company Secretary in practice in the prescribed form.

In line with the requirement of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation 24A of the Listing Regulations and other applicable provisions, if any, the Board of Directors of the Company had appointed Mrs. Anita Aswal, Company Secretaries in Whole-time Practice, to carry out Secretarial Audit for the financial year 2023-24.

The Secretarial Audit Report for the financial year ended 31^st March, 2024 are annexed as Annexure IV to this Report. This report is unqualified and self-explanatory and does not call for any further comments/explanations.

Internal Auditors

During the year under review M/s. Mahesh C. Solanki & Co. Chartered Accountants has acted as Internal Auditors of the Company. Audit observations of M/s Mahesh C. Solanki & Co. Chartered Accountants and corrective actions thereon are periodically presented to the Audit Committee of the Board.

The Board of Directors on the recommendation of the Audit Committee appointed Ms. Ashok Khasgiwala & Co. LLP, Chartered Accountants to carry out the Internal Audit of the Company for the Financial Year 2024-25.

Auditors Report

The notes on the financial statement referred in the Auditor’s Report are self-explanatory and do not call for any further comments. The Auditor’s Report does not contain any qualification, reservation, adverse remark or disclaimer for the Financial Year 2023-24.

Reporting Of Frauds By Auditors

During the year under review, the Statutory Auditors and the Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the

Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

Managing The Risks Of Fraud, Corruption And Unethical Business Practices:

Vigil Mechanism (Whistle Blower Policy) and Code of Conduct

Creating a fraud and corruption free culture has always been the core factor of your Company. In view of the potential risk of fraud, corruption and unethical behavior that could adversely impact the Company’s business operations, performance and reputation, MAAN has emphasized even more on addressing these risks. To meet this objective, a comprehensive vigil mechanism named Whistle Blower Policy, in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of Listing Regulations, is in place. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and posted on the website of the Company at www.maanaluminium.com

In addition to above policy, Company has in place the Code of Conduct (“Code") and other critical compliance policies which are laid down based on the Company’s values, beliefs, principles of ethics, integrity, transparency and applicable laws. Your Company has zero- tolerance to bribery and corruption and is committed to act professionally and fairly in all its business dealings.

To create awareness about the Company’s commitment to conduct business professionally, fairly and free from bribery and corruption, regular training and awareness programs and workshops is conducted for all employees (both direct and indirect) across the organization.

More details about the Code are given in the Corporate Governance Report.

Code of Conduct to Regulate, Monitor and report trading by Insiders

In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015, as amended from time to time, the Company has adopted a Code of Conduct for Prevention of Insider Trading (Insider Code) as approved by the Company’s Board. Any Insiders (as defined in Insider Code) including designated employees & persons and their relatives are, inter-alia, prohibited from trading in the shares and securities of the Company or counsel any person during any period when the “unpublished price sensitive information" are available with them.

The Insider Code also requires pre-clearance for dealing in the Company’s shares and prohibits dealing in Company’s shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

Corporate Governance Report:

The Corporate Governance Report forms an integral part of this Report, together with the Certificate from the Practicing Company Secretary regarding compliance with the requirements of Corporate Governance as stipulated in Part C of Schedule V to the Listing Regulations.

Conservation Of Energy, Technology Absorption And Foreign Exchange Earning And Outgo:

It has been the Company’s endeavor to focus of energy conservation and efficiency measures and accordingly were

undertaken in various areas of the cement manufacturing during the year.

Information relating to conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo, required under Section 134(3)(m) of the Act are annexed hereto as Annexure - I and form part of this report.

Risk Management

The Company’s management systems, organisational structures, processes, standards and code of conduct together form the risk management governance system of the Company and management of associated risks.

Your company’s management monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

Your Company believes that managing risks helps in maximizing returns. The Company’s approach in addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee. Some of the risks that the Company is exposed to are financial risks, commodity price risks, regulatory risks, human resource risks, strategic risks etc..

Policy On Appointment And Remuneration For Directors, Key Managerial Personnel And Senior Management Employees

The Board of Directors has devised a Policy which lays down a framework in relation to remuneration of Directors, KMP and other employees of the Company. The said policy is available on the Company’s website at

www.maanaluminium.com

Prevention Of Sexual Harassment

The Company has always provided a congenial atmosphere for work that is free from discrimination and harassment, including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, marital status and sex.

The Company has in place Policy on Prevention, Prohibition and Redressal of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted an Internal Complaints Committee for redressal of grievances regarding sexual harassment received by the Committee. All employees are covered under this Policy. During the year under review, the Company has not received any complaints of sexual harassment. The Company has complied with all the applicable provisions of the said Act.

Your Directors further state that the during the financial year 2022-23, there were no complaints pending pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The following is reported pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 :

a) Number of complaints received in the year : Nil

b) Number of complaints disposed off during the year : Nil

c) Number of cases pending more than ninety days: Nil

d) Number of workshops or awareness programme against sexual harassment carried out: The Company has conducted

training for creating awareness against the sexual harassment against the women at work place.

e) Nature of action taken by the employer or district officer: Not Applicable.

Policy of “Prevention of Sexual Harassment” at workplace is available to access as and when required. Further, your company has setup an Internal Complaints Committee (ICC) which has equal representation of men and women and is chaired by senior woman and has an external women representation.

Insurance:

The Company’s plant, properties, equipment and stocks are adequately insured against all major risks including loss on account of business interruption caused due to property damage.

Particulars Of Employees

The information required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, are given in Annexure II to this Report.

In accordance with the provisions of Sections 197(12) & 136(1) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the list pertaining to the names and other particulars of employees drawing remuneration in excess of the limits set out in the aforesaid Rules, is kept open for inspection during working hours (upto the date of ensuing Annual General Meeting) at the Registered Office of the Company, and the Report & Accounts are being sent to all the Members of the Company, excluding the aforesaid particulars of employees. Alternatively, any Member, who is interested in obtaining these details, may also write to the Company Secretary at the Registered Office of the Company or to email id at [e-mail].

Corporate Governance

The Company has a strong legacy of following fair, transparent and ethical governance practices and is committed to maintain the highest standards of Corporate Governance and strictly adheres to the Corporate Governance requirements set out by SEBI. The Company’s Corporate Governance policy is based on the belief that good governance is an essential element of business, which helps the Company to fulfill its responsibilities towards all its stakeholders. The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Regulations”) forms an integral part of this Report. The requisite Auditor''s Certificate on Corporate Governance obtained from Mrs. Anita Aswal. Practicing Company Secretary for compliance with SEBI Regulations is attached to the report on Corporate Governance.

A Certificate of the Chief Executive Officer (CEO)/Managing Director (CMD) and Chief Financial Officer (CFO) of the Company in terms of Regulation 17(8) of the Listing Regulations is also annexed.

Corporate Social Responsibility:

Your Company aims to remain essential to the society with its social responsibility, strongly connected with the principle of sustainability, an organization based not only on financial factors, but also on social and environmental consequences. It is responsibility of your Company to practice its corporate values through its commitment to grow in a socially and

environmentally responsible way, while meeting the interest of Stakeholders.

Our continually rising CSR spend on carefully crafted CSR programmes that consider the needs of our communities have helped us win their hearts and made them a part of Maan family. Key thematic areas of Maan''s CSR activities include Healthcare, Sanitation & Hygiene, Education, Rural and Community infrastructure development, Water Conservation & Environmental protection, Women empowerment, including employment creation initiatives and sustainable livelihood, promotion of sports and contribution for other social cause.

As required under Section 135 of the Act and Rules made thereunder, to demonstrate the responsibilities towards social upliftment in structured way, the Company has formed a Corporate Social Responsibility Policy. The Committee reviews and monitors the CSR projects and expenditure undertaken by the Company on a regular basis. The Company implements the CSR projects directly as well as through implementing partners.

The details of such initiatives, CSR spend etc., have been provided as Annexure III to this Report, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014

Transfer Of Shares Only In Demat Mode :

As per SEBI norms, all requests for transfer of securities including transmission and transposition requests shall be processed only in dematerialised form. Further vide circular date 24th January, 2022, SEBI has notified that all request for duplicate issuance, splitting and consolidation requests too will be processed in a demat mode only.

Updating KYC Details

Common And Simplified Norms For Processing Investor’s Service

Efforts are underway to update the Permanent Account Number (PAN) and bank account details of shareholder(s) as required by SEBI. The regulator, vide circular dated 3rd November, 2021 and 15th December, 2021, has mandated furnishing of PAN, KYC details and nomination by holders of physical securities by 31st March, 2023 and SEBI further extended the cut-off date to 30th September, 2023 vide its Circular dated 16th March, 2023 and CBDT vide its Press Release, has also extended linking PAN with Aadhaar by 30th June, 2023 without facing repercussions.

Members are requested to submit their PAN, KYC and nomination details to the Company’s registrars through the forms.

Listing Of Equity Shares:

The Company’s equity shares are listed on the BSE Ltd. and National Stock Exchange of India Ltd. Listing fees have been paid up to 31st March, 2025.

More details about the Transfer of Shares and Listing of Shares are given in the Corporate Governance Report.

Compliance With Secretarial Standards:

The Board Of Directors Affirms That The Company Has Complied With The Applicable Secretarial Standards Issued By The Institute Of Company Secretaries Of India Which Have Mandatory Application during the year under review.

Human Resources:

Your people are your greatest resource. Your Company encourages and provides regular training to employees to improve their skills. Your Company has a performance appraisal system for senior employees and junior management staff. In- house news-letters provide a forum for information sharing. Rewarding individuals for their contribution is part of motivation towards Excellence. More details on this section form part of Management Discussion and Analysis Report.

Health And Safety/ Industrial Relations:

The Company continues to accord high priority to the health and safety of employees at all locations. During the year under review, the Company conducted safety training programs for increasing disaster preparedness and awareness amongst all employees at the plant. Training programs and mock drills for safety awareness were also conducted for all employees at the plant. Safety Day was observed with safety competition programs with the aim to imbibe safety awareness among all the employees (both direct and indirect) at the plant.

During the year under review, your Company enjoyed a cordial relationship with workers and employees at all levels.

Other Disclosures And Information

a) Significant and Material Orders passed by the Authority

There are no significant or material orders passed by the Regulators or Courts or Tribunals which impacts the going concern status of the Company and its future operations.

b) Stock Option

The Company doesn’t have any Stock options scheme. Appreciation

Your directors are thankful to the Central and State Government Departments, Organizations and Agencies for their continued guidance and co-operation. The Directors are grateful to all valuable Stakeholders, Dealers, Vendors, Banks and other business associates for their excellent support and

help rendered during the year. The Directors also acknowledged the commitment and valued contribution of all employees of the Company.

Your directors wish to place on record their appreciation for the support and guidance provided by its Promoter.

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Mar 31, 2018

The Directors have pleasure in presenting their 15^th Annual Report on the business and operations of the Company and the Audited Financial Statements for the financial year ended March 31, 2018.

1. FINANCIAL SUMMARY AND PERFORMANCE HIGHLIGHTS

Financial Summary and performance Highlights of your Company, for the financial year ended March 31, 2018 are as follows:

THE YEAR AT A GLANCE (Rs. in Crores)

Particular	31st March, 2018	31st March, 2017
Profit before interest, depreciation & tax	17.35	12.81
Less : Interest	5.87	6.11
Profit before Depreciation	11.48	6.70
Less : Depreciation	1.71	1.59
Profit before tax and exceptional items	9.77	5.11
Exceptional items	0	0
Tax Expenses:	3.35	1.84
Profit after Tax	6.42	3.27
Add : Comprehensive Income	0.06	(0.09)
Total Comprehensive Income	6.47	3.17

RESULTS OF OPERATIONS

The Company’s revenues during the year are Rs.449.07crores, as compared to Rs.356.04 crores in the previous year, grew up by 26.13%. The Company’s profit before exceptional items and tax on a basis is Rs.9.77 crores during the year, as compared to Rs.5.11 crores in the previous year, an increase of 91.19% over the previous year.

2. DIVIDEND

During the year under review, the Company declared and paid to the shareholders, an interim dividend of Rs.1/- per equity share of face value of Rs.10/- each in the month of March, 2018. The Board did not recommend a final Dividend and therefore total Dividend for the year ended March 31, 2018 will be Rs.1/- per equity share of face value of Rs.10/- each.

3. Investor Education and Protection Fund - Unclaimed Dividend

Members are also requested to note that, pursuant to the provisions of Section 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended) (‘IEPF Rules’), the Company is also obliged to transfer all shares on which dividend has not been paid or claimed for seven consecutive years or more to the Demat Account of the IEPF Authority notified by the Ministry of Corporate Affairs (‘IEPF Demat Account’). During the year 2017-18, unclaimed Dividend for Financial Year 2009-10 of Rs.78,629/- was transferred to the Investor Education and Protection Fund (IEPF), as required under the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time). Pursuant to the provisions of section 124(6) of the Companies Act, 2013 and the rules mentioned aforesaid, equity shares in respect of which dividend has not been claimed for the Financial Year 2009-10 transferred to the IEPF Authority in accordance with the aforesaid rules.

4. KEY BALANCE SHEET INFORMATION

The Financial Statement of the Company for the Financial year 2017-18 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and as prescribed by Securities and Exchange Board of India (SEBI) under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the SEBI Regulation). The Financial Statement has been prepared on the basis of the audited financial statement of the Company as approved by their respective Board of Directors. The audited Financial Statement along with Auditor report have been annexed to the Annual Report and also available on the website of the Company and can be accessed at the web link www.maanaluminium.in

Overall Bank Debt Stood at Rs.36.83 Crore as on 31st March, 2018 with Debt Equity Ratio of 1.04.

Our Credit Rating have improved to BBB- issued by Brick works Ratings India Pvt. Ltd.

5. FUTURE OUTLOOK

2017 was a “year of surprises for the aluminum market,” .

“Prices moved to the tune of Chinese government announcements.”

Aluminum prices averaging $2,003 in Q4 2018. The maximum forecast provided for the period was $2,300 and the minimum was $1,779.

During the year, there will be a number of factors for investors to watch. One is the US government’s two separate national security investigations into imports of aluminum and steel, which have a January 2018 deadline for recommendations. They are expected to result in a combination of tariffs and quotas on imports from China, and could impact aluminum prices.

Shanghai Futures Exchange aluminum stocks are still at “record highs,” and added that China could ramp up aluminum production after the winter period ends in mid-March.

“[The] new capacity additions and restarts could be a catalyst for a correction in the aluminium prices. But a correction — not a price collapse,”

“capacity controls, environment and consolidation will be the key themes to watch out for in 2018.”

Aluminium Extrusion demand remains buoyant with ever growing uses in automotive, transportation, packaging, building and construction, marine, consumer durables, solar, industrial equipments, defence and power sectors.

6. DIRECTORS & KEY MANAGERIAL PERSONNEL

Retire by Rotation and subsequent

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and qualification of Director) Rules, 2014 (including any statutory modification (s) or re-enactment (s) thereof for the time being in force) and the Articles of Association of the Company, Mr. Ashish Jain (Executive Director), are liable to retire by rotation at the ensuing AGM and being eligible have offered themselves for re-appointment.

In accordance with the provisions of the Companies Act, 2013 read with the Rules issued there under, the Listing Regulations and the Articles of Association of the Company, the Independent Directors and the Managing Director of the Company are not liable to retire by rotation.

Declaration of independence from Independent Directors:

The Company has received declarations from all the Independent Directors confirming they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16 of Listing regulation any statutory modification (s) or re-enactment(s) thereof for the time being in force). Number of meetings of the Board :

6 (Six) meetings of the Board of Directors were held during the financial year, the Board of Directors of the Company convened during the financial year 2017-18 are given in the corporate Governance Report which forms part of this Annual Report.

Remuneration of directors, Key managerial personnel and particulars of employees :

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations (including any Statutory modification (s) or re-enactment (s) thereof for the time being in force).

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any Statutory modification (s) or re-enactment (s) thereof for the time being in force) in respect of Directors/ employees of the Company is set out in the Annexure-1 to this report and is also available on the website of the Company (www.maanaluminium.com).

Nomination and Remuneration Policy

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with the Rules issued there under and the Listing Regulations.

The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate 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 qualification, positive attributes, independence of Directors and other matters as provided under sub-section (3) of Section 178 of the Companies Act, 2013 (including any Statutory modification (s) or re-enactment (s) thereof for the time being in force).

The salient features of the Policy is set out in the Corporate Governance Report which forms part of this Annual Report. The Policy is also available on the website of the Company www.maanaluminium.com

Performance Evaluation :

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

The process for evaluation of the performance of the Director(s) / Board / Committees of the Board for the financial year 2017-18 was initiated by the Nomination and Remuneration Committee, by triggering online Survey(s) to all Directors.

The Directors carried out the annual performance evaluation of the Board, Committees of Board and individual Directors along with assessing 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 details of the evaluation process are set out in the Corporate Governance Report which forms a part of this Annual Report.

Key Managerial Personnal :

The following person have been designated Key Managerial Personnal of the Company pursuant to section 2 (51) and section 203 of the Act., read with the Rule framed there under.

1. Mr. Ravinder Nath Jain, Chairman & Managing Director

2. Mr. Sandeep Verma, CEO

3. Mr. Sandeep Kumar Agarwal, CFO & Company Secretary

Mr. Yogendra Jain, has resigned from post of CFO w.e.f. 15.09.2017, Mr. Sandeep Kumar Agarwal have been nominated as CFO of the Company w.e.f. 05.02.2018.

7. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92(3) read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure-2 and is attached to this Report.

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

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013.

All contracts/arrangements/transactions entered by the Company with Related Parties were in ordinary course of business and at arm’s length basis.

During the year under review, the Company has not entered into any contracts/ arrangements/transactions with releated parties which qualify as material in accordance with the Policy of the Company on materiality of related party transactions.

All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on Related Party Transactions formulated by the Company.

There are no material significant related party transactions that may have potential conflict with interest of the Company at large.

The details of the related party transactions as per Indian Accounting Standards (IND AS) - 24 are set out in Note 40 to the Financial Statements of the Company.

Form AOC - 2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in the Annexure -3 to this report.

10. DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors, including audit of the internal financial controls over financial reporting by the Statutory Auditors, and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2017-18. The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended on March 31, 2018 and state that :

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

- they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

- they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- they have prepared the annual accounts on a going concern basis; and

- they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

- they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Company’s Internal Auditors have conducted periodic audits to provide reasonable assurance that the Company’s approved policies and procedures have been followed.

11. RISK MANAGEMENT

The company has a well-defined process in place to ensure appropriate identification and treatment of risk. Risk Identification exercise is interwoven with the annual planning cycle which ensures both regularity and Comprehensiveness. The identification of risk is done at strategic, business, operational and process levels. While the mitigation plan and actions for risks belonging to strategic, business and key critical operational risks are driven by senior leadership, for rest of the risks, operating manager drive the conception and subsequent auctioning of mitigation plans.

The key strategic, business and operational risks which are Significant in terms of their impact to the overall objectives of the Company along with status of the mitigation plans are periodically presented and discussed in the Risk Management Committee (RMC) meetings. Inputs from the RMC are duly incorporated in the action plans. All significant risks are well integrated with functional and business plans and are reviewed on a regular basis by the senior leadership.

The Company, through its risk management process, aims to contain the risks within its risk appetite. There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Annual Report.

12. INTERNAL CONTROL RELATED TO FINANCIAL STATEMENT

Internal financial control system of the company have been designed to provide reasonable assurance with Regard to recording and providing reliable financial and operational information, complying with applicable Accounting Standards.

The Company has a well-defined and documented delegation of authority manual with specified limits for approval of expenditure, both capital and revenue.

The Company is in process to establish Enterprise Risk Management (ERP) system to record day to day transactions For accounting and financial reporting. The ERP system will configured to ensure that all transaction are integrated seamlessly with the underlying books of accounts.

The Company periodically conducts physical verification of inventory, fixed assets and cash on hand and matches them with the books of account. Explanations are sought for any variances noticed from the respective functional heads. The Company has a robust financial closure self-certification mechanism wherein the line managers certify adherence to various accounting policies, accounting hygiene and accuracy of provisions and other estimates. There are adequate policies, authorization matrices governing financial transactions and approvals.

The Company has adopted accounting policies which are In line with the Indian Accounting Standards notified under Section 133 of the Companies Act, 2013 read together with the Companies (Indian Accounting Standards) Rules, 2015. These are in accordance with Generally Accepted Accounting Principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Statutory Auditors.

The Company in preparing its financial statements makes judgments and estimates based on sound policies and uses external agencies to verify/ validate them as and when appropriate. The basis of such judgments and estimates are also audited by the Statutory Auditors and reviewed by the Audit Committee.

For each major element in the financial statements, the inherent reporting risks have been identified by the Company. Controls have been put to mitigate these risks. These risks and the mitigation controls are revisited periodically. Corporate accounts function of the Company is actively involved in designing large process changes as well as validating changes to IT systems that have a bearing on the books of account.

The Company gets its Standalone financial statements audited every quarter by its Statutory Auditors.

13. TRANSFER TO RESERVE

The Company has not transferred any amount to general reserve out of the profits of the year.

14. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

During the financial year ended 31st March, 2018 the Company incurred CSR Expenditure of Rs. 9.51 Lacs The CSR initiatives of the Company were under the thrust areas of health & hygiene, education, water management and enhancement of vocational training.

The Company’s CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31st March, 2018, in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 (including any statutory modification(s) or re-enactment (s) thereof for the time being in force) is set out in the Annexure-4 to this report

15. AUDIT COMMITTEE

The composition of the Audit Committee is in alignment with provisions of Section 177 of the Companies Act, 2013 read with the Rules issued there under and Regulation 18 of the Listing Regulations. The members of the Audit Committee are financially literate and have experience in financial management.

The Audit Committee comprises of Mr. Amit Jain, Mr. Ashish Jain and Mr. Rajesh Jain. Mr. Sandeep Agarwal acts as Secretary to the Audit Committee.

All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

16. VIGIL MECHANISM

The Whistleblower Policy has been approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations

The Policy also provides protection to the employees and business associates who report unethical practices and irregularities.

Any incidents that are reported are investigated and suitable action is taken in line with the Whistle Blower Policy.

17. AUDITOR

STATUTORY AUDITOR

M/s Khandelwal & Khandelwal Associates, Chartered Accountants (Firm Registration No. 008389C) have been appointed as the Statutory Auditors of the Company for Second term as per provision of Section 139 of the Company Act, 2017 in the 14^th Annual General Meeting of the Company held on June 26, 2017, to hold the office till the conclusion of 17^th Annual General Meeting of the Company, subject to the ratification of shareholders at every Annual General Meeting.

They have confirmed their eligibility to the effect that their appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for appointment.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013, the Company had appointed Ms. Anita Aswal, Practicing Company Secretaries, New Delhi as its Secretarial Auditor to conduct the Secretarial Audit of the Company for Financial Year 2017-2018. The Report of Secretarial Auditor (Form MR-3) for the Financial Year 2017-2018 is annexed to the report as (Annexure-5).

COST AUDITOR

On the recommendation of Audit Committee, the Board of Directors in its meeting held on March 26, 2018 has appointed M/s. Vivek Bothra, Cost Accountants as the Cost Auditor of the Company for the financial year 2018-19 on the aggregate remuneration of '' 75,000/- (Rupees Seventy five Thousand only) plus taxes, as applicable in accordance with the provisions under Section 148 of the Companies Act, 2013 read with rules made there under. The remuneration payable to the Cost Auditor of the Company has been proposed for the ratification by the members of the Company and shall form part of the notice of 15th Annual General Meeting.

18. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis as stipulated under the Listing Regulations is presented in a separate section forming part of this Annual Report. It speaks about the overall industry structure, global and domestic economic scenarios, developments in business operations/performance of the Company’s various businesses viz., decorative business, international operations, industrial and home improvement business, internal controls and their adequacy, risk management systems and other material development during the financial year 2017-18.

19 POLICY ON SEXUAL HARASSMENT

The Company has zero tolerance for sexual harassment at 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 and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure .Your Company has constituted an Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has a policy on prevention & prohibition of sexual harassment at workplace. The policy provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints. During the year, no complaints have been received under the policy.

20. RATING

The Long-term and short term Fitch Rating of your Company has been upgraded by the credit rating agency “Brickwork Ratings India Pvt. Ltd.” looking the upgraded performance of the company in its revenue and profitability. The rating agency has rated the company as below :

S. No.	Instrument/ Facilities	Existing Rating	Revised Rating
1.	Long term bank facilities	BWR BB (Pronounced as BWR Double B Plus) Stable	BWR BBB- (Pronounced as BWR Triple B minus) Outlook : Stable (Upgraded)
2.	Short term bank facilities	BWR A4 (Pronounced as BWR a Four Plus)	BWR A3 (Pronounced as BWR A Three) (Upgraded)

21. CORPORATE GOVERANCE

A separate section on Corporate Governance standards followed by the Company, as stipulated under regulation 34(3) and 53(f) read with schedule V of Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 is enclosed as an Annexure to this report. The report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013.

A certificate from Ms. Anita Aswal, Practicing Company Secretary regarding compliance with the conditions of Corporate Governance as stipulated under schedule V of Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 is attached to the Corporate Governance Report.

22. LISTING OF SHARES

Your Company’s shares are listed and are being traded on the National Stock Exchange of India Limited & Bombay Stock Exchange Limited. The Listing Fees for the financial year 2018-19 has been paid.

OTHER DISCLOSURES

a. During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014(including any statutory modification(s) or Re-enactment(s) thereof for the time being in force);

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

c. There are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future;

d. The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out in the Annexure to this report;

e. None of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force);

f. The Company does not have any scheme or provision of money for the purchase of its own shares by employees/ directors or by trustees for the benefits of employees/ Directors; and

g. The Company has not issued equity shares with differential rights as to dividend , voting or otherwise.

APPRECIATION

The Board of Directors place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.

For and on behalf of the Board

Date : 25^th May, 2018 Ravinder Nath Jain

Place : New Delhi Chairman & Managing Director

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Mar 31, 2017

The Directors have pleasure in presenting their Fourteenth Annual Report on the business and operations of the Company and the Audited Financial Statements for the financial year ended March 31, 2017.

1. FINANCIAL SUMMARY AND PERFORMANCE HIGHLIGHTS

Financial Summary and performance Highlights of your Company, for the financial year ended March 31, 2017 are as follows:

THE YEAR AT A GLANCE (Rs. in Lakhs)

Particulars	2016-17	2015-16
Profit Before Depreciation	661.59	238.50
Less: Depreciation	159.38	143.17
Profit Before Tax	502.21	95.32
Less: Taxation	181.41	34.88
Profit After Tax	320.80	60.44
Add: Profit brought forward	705.99	665.89
Total Profit Available for Appropriation	1026.79	726.33
Less: Appropriations	40.68	20.34
Balance carried to Balance Sheet	986.11	705.99

RESULTS OF OPERATIONS

The gross turnover of your Company for the 2016-17 is Rs. 35646.79 Lakhs as against Rs.19810.25 Lakhs in the previous year. The Net Profit before tax stood at Rs.502.21 Lakhs as against Rs.95.32 Lakhs in the previous year. The Profit after Tax is Rs.320.80 Lakhs as against Rs.60.44 Lakhs in the previous year.

2. DIVIDEND

The Board of Director on November 14, 2016, declared an interim dividend at the rate of Rs.1/- ('' One Only) per Equity share of Rs.10/- (Rupee Ten) each, whose was paid to the member, whose name is appeared on the Register of Member of the company on November 22, 2016.

Considering the future growth, the board of Director does not recommend any final dividend on the equity shares and the interim dividend declared is the final dividend on the equity shares of the company for the Financial Year ended March 31, 2017. The interim dividend declared and paid on equity shares including dividend tax thereon aggregated as Rs.40.68 Lacs.

3. CONSOLIDATED FINANCIAL STATEMENTS

The Financial Statement of the Company for the Financial year 2016-17 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and as prescribed by Securities and Exchange Board of India (SEBI) under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the SEBI Regulation). The Financial Statement has been prepared on the basis of the audited financial statement of the Company as approved by their respective Board of Directors.

Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, the Consolidated Financial Statements along with all relevant documents and Auditors report thereon form part of this Annual Report. The Financial Statements as stated above are also available on the website of the Company and can be accessed at the web link www.maanaluminium.in

4. FUTURE OUTLOOK

Aluminium Extrusion demand remains buoyant with ever growing uses in automotive, transportation, packaging, building and construction, marine, consumer durables, solar, industrial equipments, defence and power sectors.

5. MATERIAL CHANGES AND COMMITMENT

No material changes and commitments affecting the financial position of the Company occurred during the Financial Year ended as on 31^s1 march, 2017 to which this financial statement relates on the date of this report.

6. DIRECTORS & KEY MANAGERIAL PERSONNEL

a. Appointment of Director

Pursuant to the request received from Mr. Neeraj Goel and Mrs. Shalini Nigam, to consider the appointment of their representatives on the Board of Directors and on the recommendation of the Nomination & Remuneration Committee, the Board of Directors has appointed :

Mrs. Dipti Jain, as an Additional Director of the Company with effect from 26^lh May, 2017 in the category of Executive, Non-Independent Director.

Mr. Rajpal Jain, as an Additional Director of the Company with effect from 26^th May, 2017 in the category of Non-Executive, Independent Director.

In accordance with Section 161 of the Act, the aforesaid director hold office up to the date of the forthcoming Annual General Meeting of the Company and being eligible offer their candidature for appointment as Directors. Your approval for their appointment as Directors has sought in this Annual General Meeting of the Company.

b. Director coming up for retire by rotation

In accordance with the provisions of the Act, and the Articles of Association of the Company, Ms. Priti Jain retires by rotation and being eligible offers her candidature for re-appointment as a Director.

c. Independent Directors

The Independent Director hold office for a fixed term of five years and are not liable to retire by rotation.

In accordance with Section 149(7) of the Act, each Independent Director has given a written declaration to the company that he/she meets the criteria of independence as mentioned under Section 149(6) of the Act and SEBI Regulations.

d. Board Effectiveness

i. Familiarization Programme for the Independent Director

In compliance with the requirements of SEBI Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme are explained in Corporate Governance Report. The same is also available on the website of the Company.

ii. Board Evaluation

Pursuant to the provisions of the Act and the SEBI Regulations, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

e. Key Managerial Personnel

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed there under.

1. Mr. Ravinder Nath Jain, Chairman & Managing Director

2. Mr. Sandeep Verma, CEO

3. Mr. Yogendra Jain, Chief Financial Officer

4. Mr. Sandeep Kumar Agarwal, Company Secretary & Compliance Officer

None of the Key Managerial Personnel have resigned during the year under review

7. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92(3) read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure-1 and is attached to this Report.

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

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013.

All related party transactions that were entered during the financial year were in the ordinary course of business and were on arms length basis. There were no material related party transactions entered by the Company with Directors, KMPs or other persons which may have a potential conflict with the interest of the Company.

All related party transactions, wherever applicable, are placed before the Audit Committee. The quarterly disclosures of transactions with related parties are made to the Audit Committee.

The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company

In compliance with Section 134(3) of the Companies Act, 2013, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 are enclosed, in the Form AOC-2, as a part of this report (Annexure-2)

10. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Board and Committee meetings are prescheduled and a tentative calendar of the meetings finalized in consultation with the Directors to facilitate them to plan their schedule. However, in case of special and urgent business needs, approval is taken by passing resolutions through circulation.

During the year under review, Five Board Meetings and Four Audit Committee Meetings were convened and held. The details of the meetings including composition of Audit Committee are provided in the Corporate Governance Report. During the year, all the recommendations of the Audit Committee were accepted by the Board.

11. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended on March 31, 2017 and state that :

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

- they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period:

- they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- they have prepared the annual accounts on a going concern basis; and

- they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

- they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Company’s Internal Auditors have conducted periodic audits to provide reasonable assurance that the Company’s approved policies and procedures have been followed.

12. COMMENTS BY THE BOARD ON AUDIT QUALIFICATION

There was no qualifications, reservations or adverse remarks made either by the Statutory Auditors or by the Practicing Company Secretary in their respective reports.

13. RISK MANAGEMENT POLICY

Your Directors have adopted a Risk Management Policy for the Company. The Audit Committee and the Board of Directors of the Company reviewed the risks, if any, involved in the Company from time to time, and took appropriate measures to minimize the same. The Audit Committee ensures that the Policy for Risk Management is adopted across the Company in an inclusive manner.

14. ORDERS PASSED BY THE REGULATORS OR COURTS, IF ANY

No significant and material orders were passed by the Regulators, Courts or Tribunals impacting the going concern status and Company’s operations in future.

15. INTERNAL CONTROL SYSTEMS

a. Internal Control System and their adequacy

The Company has in place well defined and adequate internal controls commensurate with the size of the Company and the same were operating effectively throughout the year.

The Company has an Internal Audit (IA) function. The scope and authority of the Internal Audit function is defined in the Internal Audit Charter. To maintain its objectives and independence, the IA function reports to the Chairman of the Audit Committee of the Board. The Internal Auditor evaluates the efficiency and adequacy of internal control system, its compliance with operating systems and policies of the Company and accounting procedures at all locations of the Company. Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

b. Internal Controls Over Financial Reporting

The internal financial controls (IFC) framework at MAAN encompasses internal controls have been put in place across all key business processes of the Company. The internal controls are designed to facilitate and support the achievement of the Company’s business objectives and such controls do enable the Company to adapt to changing and operating environment, to mitigate risks to acceptable levels and to support sound decision making and good governance.

Details in respect of adequacy of internal financial controls with reference to the financial statements are briefly iterated below:

a. The Company maintains all its major records and the work flow;

b. The Company has appointed internal auditors to examine the internal controls, and examine whether the workflow of the organization is being done through the approved policies of the Company. In every quarter, during the approval of financial statements, internal auditors present the internal audit report and the management comments on the internal audit observations; and

c. The Board of Directors of the Company has adopted various policies such as related party transactions policy, whistle blower policy, policy to determine material subsidiaries and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

16. INDIAN ACCOUNTING STANDARD (IND AS) - IFRS CONVERGED STANDARDS The Ministry of Corporate Affairs vide its notification dated February 16, 2015 has notified the Companies (Indian Accounting Standard) Rules, 2015.

In pursuance of this notification, the company will adopt IND AS with effect from April 01, 2016, with the comparatives for the periods ending March 31, 2016.

The implementation of IND AS is a major change process for which the company has established a project team and is dedicating considerable resources. The impact of the change on adoption of IND AS is being assessed.

17. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The policy of the Company on director’s appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters are adopted as per the provisions of the Companies Act, 2013. The remuneration paid to the Directors is as per the terms laid out in the nomination and remuneration policy of the Company. The nomination and remuneration policy as adopted by the Board is placed on the Company’s website http:// www.maanaluminium.in/news/Nomination Renumeration Policy-maan.pdf

18. TRANSFER TO RESERVE

The Company has not transferred any amount to general reserve out of the profits of the year.

19. PERFORMANCE EVALUATION OF THE BOARD

The Board of Directors in its meeting held on May 26, 2017 has reviewed the performance of the Committees, the Members and the Board as a whole. The criteria and manner for performance evaluation is as per the Nomination and Remuneration Policy, as annexed to this Report.

20. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

21. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members

a. Amit Jain

b. Rajesh Jain

c. Ashish Jain

The above composition of the Audit Committee consists of Independent Directors viz., Mr. Amit Jain and Mr. Rajesh Jain who form the majority.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co-employees and the Company.

22. DISCLOSURES UNDER SECTION 197 OF THE COMPANIES ACT, 2013 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in the annexure to the Directors Report and forms part of this report.

The ratio of the remuneration of each director to the median employees remuneration and other details in terms 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, are forming part of this report as (Annexure-3).

23. SHARES

The paid up Equity Share Capital as on March 31, 2017 was Rs.3.38 Crore. The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme.

No disclosure is required under Section 67(3) (c) of the Act, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable

24. AUDITOR STATUTORY AUDITOR

M/s Khandelwal & Khandelwal Associates, Chartered Accountants (Firm Registration No. 008389C) have been appointed as the Statutory Auditors of the Company for Second term as per provision of Section 139 of the Company Act, 2017 in the 14^th Annual General Meeting of the Company held on June 26, 2017, to hold the office till the conclusion of 17^th Annual General Meeting of the Company, subject to the ratification of shareholders at every Annual General Meeting.

They have confirmed their eligibility to the effect that their appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for appointment.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013, the Company had appointed Ms. Anita Aswal, Practicing Company Secretaries, New Delhi as its Secretarial Auditor to conduct the Secretarial Audit of the Company for FY 2017-2018. The Report of Secretarial Auditor (Form MR-3) for the FY 2016-2017 is annexed to the report as (Annexure-4).

COST AUDITOR

On the recommendation of Audit Committee, the Board of Directors in its meeting held on February 14, 2017 has appointed M/s. Vinod Bhatt & Associate, Cost Accountants as the Cost Auditor of the Company for the financial year 2017-18 on the aggregate remuneration of Rs. 75,000/- (Rupees Seventy five Thousand only) plus taxes, as applicable and out of pocket expenses, in accordance with the provisions under Section 148 of the Companies Act, 2013 read with rules made there under. The remuneration payable to the Cost Auditor of the Company has been proposed for the ratification by the members of the Company and shall form part of the notice of 14th Annual General Meeting.

25. ENHANCING SHAREHOLDER VALUE

Your Company firmly believes that its success in the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organizational vision is founded on the principles of good governance and by the resolve to be a customer-centric organization which motivates the Company’s Management to be aligned to deliver leading-edge building products backed with dependable after sales services.

Your Company is committed to creating and maximizing long term value for shareholder and essentially follows a four pronged approach to achieve this end.

a) By increasing all round operational efficiency,

b) by identifying strategies that enhance its competitive advantage,

c) by managing risks and pursuing opportunities for profitable growth

d) by cementing relationships with other important stakeholder groups through meaningful engagement processes and mutually rewarding associations that enable it to create positive impacts on the economic, societal and environmental dimensions of the Triple Bottom Line.

Underlying this is also a dedication to value-friendly financial reporting that assures the shareholder and investor of receiving transparent and unfettered information on the Company’s performance.

26. FIXED DEPOSITS

Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013.

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

Particular in respect of Conservation of Energy, Technology absorption, Foreign Exchange earning and outgo under Section 134(3) (m) of the Companies Act, 2013, read with rule 8(3) of the Companies (Accounts) Rules, 2014 is given as per Annexure of this report.

28. MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis relating to business and economic environment surrounding your company is enclosed as a part of the Annual Report.

29. POLICY ON SEXUAL HARASSMENT

Your Company has constituted an Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has a policy on prevention & prohibition of sexual harassment at workplace. The policy provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints. During the year, no complaints have been received under the policy.

30. RATING

The Long-term Fitch Rating of your Company ‘BWR BB ’ indicating stable outlook of the Company.

31. CORPORATE GOVERANCE

Your Company is committed to achieve the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set by the Regulators/ applicable laws. Our focus on corporate governance, where investor and public confidence in companies is no longer based strictly on financial performance or products and services but on a company’s structure, its Board of Directors, its policies and guidelines, its culture and the behaviour of not only its officers and directors, but also all of its employees.

Our approach is proactive, starting with our Leadership Team. It is also deeply ingrained in our corporate culture, guiding how we work and how we do business. We apply and adhere to the rules-not just those required by government, but also those we impose on ourselves to meet the highest possible standards.

We continually discuss bylaws and governance practices, changing our policies when necessary and pointing out areas where we need to improve our performance. We also compare our practices to the criteria used by outside organizations to evaluate corporate performance.

A separate section on Corporate Governance standards followed by the Company as stipulated under regulation 34(3) and 53(f) read with schedule V of Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 is enclosed as an Annexure to this report. The report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013.

A certificate from Ms. Anita Aswal, Practicing Company Secretary regarding compliance with the conditions of Corporate Governance as stipulated under schedule V of Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 is attached to the Corporate Governance Report.

32. LISTING OF SHARES

Your Company’s shares are listed and are being traded on the National Stock Exchange of India Limited & Bombay Stock Exchange Limited. The Listing Fees for the financial year 2016-17 has been paid.

CAUTIONARY NOTE

Certain statements in the Management Discussion and Analysis section may be forward-looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which would be different from what the Directors envisage in terms of the future performance and outlook. Investors are cautioned that this discussion contains forward looking statement that involve risks and uncertainties including, but not limited to, risks inherent in the Company’s growth strategy, dependence on certain businesses, dependence on availability of qualified and trained manpower and other factors discussed. The discussion and analysis should be read in conjunction with the Company’s financial statements and notes on accounts.

APPRECIATION

Your Directors wish to place on record their appreciation for the contribution made by employees at all levels to the continued growth and prosperity of your Company Your Directors also wish to place on record their appreciation to the bankers, financial institutions, shareholders, dealers and customers for their continued support, assistance, without this appreciable support it not possible for the company to stands in competitive market, therefore company seeks this support in future too.

For and on behalf of the Board

Date : 26^th May, 2017 Ravinder Nath Jain

Place : New Delhi Chairman & Managing Director

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Mar 31, 2015

Dear Members,

The Directors present you the Twelth Annual Report of your Company and the Audited Accounts for the financial year ended 31st March 2015.

1. FINANCIAL SUMMARY

Financial Summary and performance Highlights of your Company, for the financial year ended March 31, 2015 are as follows:

THE YEAR AT A GLANCE (Rs. in Lakhs)

Particulars 2014-15 2013-14

Profit Before Depreciation 184.95 258.03

Less: Depreciation 142.15 221.12

Profit Before Tax 42.79 36.91

Less: Taxation 14.62 -4.81

Profit After Tax 28.17 41.72

Add: Profit brought forward 637.72 596.00

Total Profit Available for Appropriation 665.89 637.72

Less: Appropriations - -

Balance carried to Balance Sheet 665.89 637.72

RESULTS OF OPERATIONS

The gross turnover of your Company for the 2014-15 is Rs. 11922.95 Lakhs as against Rs. 11212.10 Lakhs in the previous year. The Net Profit before tax stood at Rs. 42.79 Lakhs as against Rs. 36.91 Lakhs in the previous year. The Profit after Tax is Rs. 28.17 Lakhs as against Rs. 41.72 Lakhs in the previous year.

2. DIVIDEND

The Company's inadequate profits do not justify a dividend payout. Hence to conserve our reserves we are unable to recommend any dividend for the year under review.

3. FUTURE OUTLOOK

Aluminium Extrusion demand remains buoyant with ever growing uses in automotive, transportation, packaging, building and construction, marine, consumer durables, solar, industrial equipments, defence and power sectors.

4. MATERIAL CHANGES AND COMMITMENT

No material changes and commitments affecting the financial position of the Company occurred during the Financial Year ended as on 31s1 march, 2015 to which this financial statement relates on the date of this report

5. PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED DURING THE FINANCIAL YEAR ENDED MARCH 31,2015.

Ms. Priti Jain, Director who retire by rotation and being eligible offers herself for re- election. Mr. Ravinder Nath Jain who was appointed as Executive Chairman, has now been appointed as Chairman and Managing Director on 27.12.2014 due to resignation of Mr. Mohinder Jain. Mr. Ashish Jain who was appointed as Additional Director on 14.11.2014 thereafter on 17.04.2015 Mr. Sandeep Verma appointed as Additional Director and holds the said office till the date of Annual General Meeting. A notice has been received from a member proposing their candidature for his appointment.

Mr. Bijender Kumar Rithaliya, CFO and Company Secretary has resigned on 30.09.2014. Mr. Yogender Jain has been appointed as Chief Financial Officer on 27.12.2014 and Mr. Sandeep Kumar Agarwal has been appointed as Company Secretary on 13.02.2015 as per relevant provisions related to Key Managerial Personnel of the Companies Act, 2013.

The brief resume of the aforesaid directors and other information has been detailed in the Corporate Governance Section of this report.

6. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure-1 and is attached to this Report.

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

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013.

All related party transactions that were entered during the financial year were in the ordinary course of business and were on arm's length basis. There were no material related party transactions entered by the Company with Directors, KMPs or other persons which may have a potential conflict with the interest of the Company. All related party transactions, wherever applicable, are placed before the Audit Committee. The quarterly disclosures of transactions with related parties are made to the Audit Committee and also disclosed to the Stock exchanges under Clause 49 of the Listing Agreement.

The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company

In compliance with Section 134(3) of the Companies Act, 2013, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 are enclosed, in the Form AOC-2, as a part of this report (Annexure-2)

9. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year 2014-2015, 6 meetings of the Board of Directors were held on May 30, 2014, July 21, 2014, August 11, 2014, November 14, 2014, December 27, 2014 and February 13, 2015

10. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013, the Directors hereby confirm that:

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

* they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

* they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

* they have prepared the annual accounts on a going concern basis; and

* they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

* they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. COMMENTS BY THE BOARD ON AUDIT QUALIFICATION

There was no qualifications, reservations or adverse remarks made either by the Statutory Auditors or by the Practicing Company Secretary in their respective reports.

12. RISK MANAGEMENT POLICY

Your Directors have adopted a Risk Management Policy for the Company. The Audit Committee and the Board of Directors of the Company reviewed the risks, if any, involved in the Company from time to time, and took appropriate measures to minimize the same. The Audit Committee ensures that the Policy for Risk Management is adopted across the Company in an inclusive manner.

13. ORDERS PASSED BY THE REGULATORS OR COURTS, IF ANY

No significant and material orders were passed by the Regulators, Courts or Tribunals impacting the going concern status and Company's operations in future.

14. INTERNAL DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

The Company's internal control systems are supplemented by an extensive programme of internal audit by an independent professional agency and periodically reviewed by the Audit Committee and Board of Directors. The internal control system is designed to ensure that all financial and other records are reliable for preparing financial statements, other data and for maintaining accountability of assets.

15. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board regarding the fulfilment of all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

16. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company has adopted a Nomination and Remuneration Policy on Directors' Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under Section 178(3) of the Companies Act, 2013. The Policy is enclosed as a part of this report in compliance with Section 134(3) of the Companies Act, 2013. (Annexure- 3)

17. PERFORMANCE EVALUATION OF THE BOARD

The Nomination and Remuneration Committee at its meeting held at November 14, 2014 and the Board of Directors at its meeting held on November 14, 2014 respectively, had laid down criteria for performance evaluation of Directors, Key Managerial Personnel's (KMPs) and Board & its Committees as a whole. Further, self evaluation with respect to performance of the Committees was done by the Committees and then recommended to the Board for further evaluation. The Board of Directors in its meeting held on May 26, 2015 has reviewed the performance of the Committees, the Members and the Board as a whole. The criteria and manner for performance evaluation is as per the Nomination and Remuneration Policy, as annexed to this Report.

18. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

19. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members

a. Amit Jain

b. Rajesh Jain

c. Ashish Jain

The above composition of the Audit Committee consists of Independent Directors viz., Mr. Amit Jain and Mr. Rajesh Jain who form the majority.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co-employees and the Company.

20. DISCLOSURES UNDER SECTION 197 OF THE COMPANIES ACT, 2013 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in the annexure to the Directors' Report and forms part of this report.

The ratio of the remuneration of each director to the median employee's remuneration and other details in terms 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, are forming part of this report as (Annexure-4).

21. SHARES

The Company has not been involved in any Buy back of Securities, Issue of Sweat Equity Shares, Issue of Bonus Shares and Employee Stock Option Plan during the Financial Year ended as on 31st March, 2015.

22. AUDITOR S

TATUTORY AUDITOR

M/s Khandelwal & Khandelwal Associates, Chartered Accountants (Firm Registration No. 008389C) have been appointed as the Statutory Auditors of the Company in the 11th Annual General Meeting of the Company held on September 30, 2014, to hold the office till the conclusion of 14th Annual General Meeting of the Company, subject to the ratification of shareholders at every Annual General Meeting. Further, the ratification in respect with the appointment of M/s Khandelwal & Khandelwal Associates, Chartered Accountants as the Statutory Auditors of the Company is proposed for the ratification of shareholders in the Notice of 12lh Annual General Meeting of the Company.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013, the Company had appointed M/s Aggarwal Amit and Associates, Practicing Company Secretaries, New Delhi as its Secretarial Auditor to conduct the Secretarial Audit of the Company for FY 2014-2015. The Report of Secretarial Auditor (Form MR-3) for the FY 2014-2015 is annexed to the report as (Annexure-5).

COST AUDITOR

On the recommendation of Audit Committee, the Board of Directors in its meeting held on May 26, 2015 has appointed M/s. Vinod Bhatt & Associate, Cost Accountants as the Cost Auditor of the Company for the financial year 2015-16 on the aggregate remuneration of Rs. 75,000/- (Rupees Seventy five Thousand only) plus taxes, as applicable and out of pocket expenses, in accordance with the provisions under Section 148 of the Companies Act, 2013 read with rules made there under. The remuneration payable to the Cost Auditor of the Company has been proposed for the ratification by the members of the Company and shall form part of the notice of 12th Annual General Meeting.

23. FIXED DEPOSITS

Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013.

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

Particular in respect of Conservation of Energy, Technology absorption, Foreign Exchange earning and outgo under Section 134(3) (m) of the Companies Act, 2013, read with rule 8(3) of the Companies (Accounts) Rules, 2014 is given as per Annexure of this report.

25. MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis relating to business and economic environment surrounding your company is enclosed as a part of the Annual Report.

26. CORPORATE GOVERANCE

Your Company is committed to achieve the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set by the Regulators/ applicable laws. Our focus on corporate governance, where investor and public confidence in companies is no longer based strictly on financial performance or products and services but on a company's structure, its Board of Directors, its policies and guidelines, its culture and the behaviour of not only its officers and directors, but also all of its employees.

Our approach is proactive, starting with our Leadership Team. It is also deeply ingrained in our corporate culture, guiding how we work and how we do business. We apply and adhere to the rules-not just those required by government, but also those we impose on ourselves to meet the highest possible standards.

We continually discuss bylaws and governance practices, changing our policies when necessary and pointing out areas where we need to improve our performance. We also compare our practices to the criteria used by outside organizations to evaluate corporate performance.

A separate section on Corporate Governance standards followed by the Company, as stipulated under Clause 49 of the Listing Agreement with the stock exchange is enclosed as an Annexure to this report. The report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013.

A certificate from M/s Janmejay Singh Rajput & Associates, Practicing Company Secretary regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to the Corporate Governance Report.

27. LISTING OF SHARES

Your Company's shares are listed and are being traded on the National Stock Exchange of India Limited & Bombay Stock Exchange Limited. The Listing Fees for the financial year 2015-16 has been paid.

CAUTIONARY NOTE

Certain statements in the 'Management Discussion and Analysis' section may be forward-looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which would be different from what the Directors envisage in terms of the future performance and outlook. Investors are cautioned that this discussion contains forward looking statement that involve risks and uncertainties including, but not limited to, risks inherent in the Company's growth strategy, dependence on certain businesses, dependence on availability of qualified and trained manpower and other factors discussed. The discussion and analysis should be read in conjunction with the Company's financial statements and notes on accounts.

APPRECIATION

Your Directors wish to place on record their appreciation for the contribution made by employees at all levels to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation to the bankers, financial institutions, shareholders, dealers and customers for their continued support, assistance, without this appreciable support it not possible for the company to stands in competitive market, therefore company seeks this support in future too.

For and on behalf of the Board

Date :14th August, 2015 Ravinder Nath Jain Place : New Delhi Chairman & Managing Director

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Mar 31, 2014

Dear Members,

The Directors present you the Eleventh Annual Report of your Company and the Audited Accounts for the financial year ended 31st March 2014.

THE YEAR AT A GLANCE

('' in Lacs) Year Ended Year Ended PARTICULARS 31.03.2014 31.03.2013

Profit Before Depreciation 258.03 244.17

Less: Depreciation 221.12 177.38

Profit Before Tax 36.91 66.79

Less: Taxation -4.81 27.10

Profit After Tax 41.72 39.69

Add: Profit brought forward 596.00 556.31

Total Profit Available for Appropriatio 637.72 596.00

Less: Appropriations - -

Balance carried to Balance Sheet 637.72 596.00

RESULTS OF OPERATIONS

The gross turnover of your Company for the 2013-14 is Rs. 11212.10 Lakhs as against Rs. 10105.59 Lakhs in the previous year. The Net Profit before tax stood at Rs. 36.91 Lakhs as against Rs. 66.79 Lakhs in the previous year. The Profit after Tax is Rs. 41.72 Lakhs as against Rs. 39.69 Lakhs in the previous year.

DIVIDEND

The Company''s inadequate profits does not justify a dividend payout. Hence to conserve our reserves we are unable to recommend any dividend for the year under review.

FUTURE OUTLOOK

Aluminium Extrusion demand remains buoyant with ever growing uses in automotive, transportation, packaging, building and construction, marine, consumer durables, solar, industrial equipments, defence and power sectors.

DIRECTORS

Mr. Sunil Kumar Shandilya, Executive Director, Mr. Adish Jain, Ms. Priti Jain retire by rotation and, being eligible offers themself for re-election. As per provisions of Section 149 of the Act,which comes into force with effect from 1st April, 2014, an independent director shall hold office for a term upto five consecutive years on the Board of a company and is not liable to retire by rotation. In compliance with the provisions of Section 149 read with Schedule IV of the Act,the appointment of Mr. Rajesh Jain, Mr, Ashok Jain, Mr. Amit Jain, Mr. Abhinav Jain, Mr. Sunil Jain, Mr. Ankur Jain, Mr. Sachit Jain, Mr. Shailesh Surendra Choksi and Mr. Kavish Shailesh Choksi as Independent Directors is being placed before the Members In General Meeting for their approval. In the opinion of the Board, they fulfill the conditions specified in the Act and the rules made thereunder for appointment as Independent Directors and are independent of the management. The brief resume of the aforesaid directors and other information have been detailed in the Corporate Governance Section of this report.

FIXED DEPOSITS

Your Company has not accepted any fixed Deposit during the year 2013-14 and there are no outstanding fixed deposits from the public as on 31st March 2013.

PERSONNEL AND HUMAN CAPITAL

Your Company acknowledges that the role of Human Resources continues to remain strategic to organization''s success. Management of the human resources is a key focus for your Company with processes and policies aligned to enable employees to meet their career objectives. The industrial relations remained cordial throughout the year.

In terms of notification dated 31.03.2011 issued by the Ministry of Corporate Affairs, Government of India, there are no employees covered under Section 217(2A) of the Companies Act,1956, in respect of whom , the particulars are required to be given.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal control structure of your company is adequately designed to ensure the effectiveness of its operations, propriety in the utilization of funds, safeguarding of assets from unauthorized use or disposition, true and fair reporting and compliance with all the applicable regulatory laws and company policies.

QUALITY, RESEARCH & DEVELOPMENT

The company renewed its ISO 9001- 2008 Certification from TUV NORD. All the parameters for Quality Control were strictly adhered to. Quality is a way of life for the company and a key component for its success. Your Company ensures strict adherence to quality processes which are strictly benchmarked against world-class operating models and global practices.

Your Company believes that Research and Development in every aspect is an important path for improvisation of business. Particulars of activities relating thereto have been given in Annexure hereto.

INSURANCE

All the insurable interests of your Company including inventories, building, plant and machinery and liabilities under legislative enactments are adequately insured.

LISTING OF SHARES

Your Company''s shares are listed and are being traded on the National Stock Exchange of India Limited & Bombay Stock Exchange Limited.

CORPORATE GOVERANCE

Pursuant to Clause-49 (VII) of the Listing Agreement a separate report on Corporate Governance forms part of the Annual Report. Your Company is compliant with the requirements of the Listing Agreement and necessary disclosures have been made in this regard in the Corporate Governance Report. The report on Corporate Governance is included as a part of the Annual Report.

A certificate from practicing company secretary regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis relating to business and economic environment surrounding your company is enclosed as a part of the Annual Report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars in respect of conservation of energy, technology absorption, foreign exchange earning and outgo by the Company as per section 217(1) (e) of the Companies Act, 1956, are given as per Annexure of this report.

AUDITORS

At the forth coming Annual General Meeting as per term of appointment of M/s Khandelwal & Khandelwal Associates, Chartered Accountants, Statutory auditors of your Company retire and are eligible for re-appointment. Your Directors recommend their re-appointment for the ensuing year.

COST AUDITOR

As per the directive of Central Government pursuant to the provisions of Section 148 of the Companies Act, 2013, your Directors have re-appointed M/s. Vinod Bhatt & Associate a firm of Cost Accountants, to conduct the audit for the year ended 31st March, 2015

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors hereby confirm that:

In preparation of the annual accounts, the applicable accounting standards have been followed.

The accounting policies have been selected and applied consistently and the judgments and estimates made, 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.

Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis.

APPRECIATION

Your Directors wish to place on record their appreciation for the contribution made by employees at all levels to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation to the bankers, financial institutions, shareholders, dealers and customers for their continued support, assistance., without this appreciable support it not possible for the company to stands in competitive market, therefore company seeks this support in future too.

FOR AND ON BEHALF OF THE BOARD Place: New Delhi Mohinder Jain Date : 11th August, 2014 Managing Director

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Mar 31, 2013

Dear Members,

The Directors present you the Tenth Annual Report of your Company and the Audited Accounts for the financial year ended 31st March 2013.

THE YEAR AT A GLANCE

(Rs.in Lacs)

Year Ended Year Ended PARTICULARS 31.03.2013 31.03.2012

Net Profit Before Depreciation 244.17 205.30

Less: Depreciation 177.38 148.62

Net Profit Before Tax 66.79 56.68

Less: Taxation 27.10 16.45

Profit After Tax 39.69 40.23

Add: Profit brought forward 556.31 516.08

Total Profit Available for Appropriation 596.00 556.31

Less: Appropriations

Balance carried to Balance Sheet 596.00 556.31

RESULTS OF OPERATIONS

The gross turnover of your Company for the 2012-13 is Rs. 10105.59 Lacs as against Rs. 12061.67 Lacs in the previous year. The Net Profit before tax stood at Rs. 66.79 Lacs as against Rs. 56.68 Lacs in the previous year. The Profit after Tax is Rs. 39.69 Lacs as against Rs. 40.23 Lacs in the previous year.

DIVIDEND

The Company''s inadequate profits does not justify a dividend payout. Hence to conserve our reserves we are unable to recommend any dividend for the year under review.

FUTURE OUTLOOK

Aluminium Extrusion demand remains buoyant with ever growing uses in automotive, transportation, packaging, building and construction, marine, consumer durables, solar, industrial equipments, defence and power sectors.

DIRECTORS

Mr. Adish Jain, Promoter Director, Mr. Praveen Kumar Adlakha, Non Executive Independent Director, Mr. Ashok Jain, Non Executive Independent Director and Mr. Amit Jain, Non Executive Independent Director are due to retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The brief resume of the aforesaid directors and other information have been detailed in the Corporate Governance Section of this report. Your Directors recommend their re-appointment as Directors of your Company.

FIXED DEPOSITS

Your Company has not accepted any fixed Deposit during the year 2012-13 and there are no outstanding fixed deposits from the public as on 31st March 2013.

PERSONNEL AND HUMAN CAPITAL

Your Company acknowledges that the role of Human Resources continues to remain strategic to organization''s success. Management of the human resources is a key focus for your Company with processes and policies aligned to enable employees to meet their career objectives. The industrial relations remained cordial throughout the year. In terms of notification dated 31.03.2011 issued by the Ministry of Corporate Affairs, Government of India, there are no employees covered under Section 217(2A) of the Companies Act,1956, in respect of whom, the particulars are required to be given.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal control structure of your company is adequately designed to ensure the effectiveness of its operations, propriety in the utilization of funds, safeguarding of assets from unauthorized use or disposition, true and fair reporting and compliance with all the applicable regulatory laws and company policies.

QUALITY, RESEARCH & DEVELOPMENT

Quality is a way of life for the company and a key component for its success. Your Company ensures strict adherence to quality processes which are strictly benchmarked against world- class operating models and global practices.

Your Company believes that Research and Development in every aspect is an important path for improvisation of business. Particulars of activities relating thereto have been given in Annexure hereto.

INSURANCE

All the insurable interests of your Company including inventories, building, plant and machinery and liabilities under legislative enactments are adequately insured.

LISTING OF SHARES

Your Company''s shares are listed and are being traded on the National Stock Exchange of India Limited & Bombay Stock Exchange Limited.

CORPORATE GOVERANCE

Pursuant to Clause-49 (VII) of the Listing Agreement a separate report on Corporate Governance forms part of the Annual Report. Your Company is compliant with the requirements of the Listing Agreement and necessary disclosures have been made in this regard in the Corporate Governance Report. The report on Corporate Governance is included as a part of the Annual Report.

A certificate from the statutory auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis relating to business and economic environment surrounding your company is enclosed as a part of the Annual Report.

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

Particulars in respect of conservation of energy, technology absorption, foreign exchange earning and outgo by the Company as per section 217(1) (e) of the Companies Act, 1956, are given as per Annexure of this report.

AUDITORS

At the forth coming Annual General Meeting as per term of appointment of M/s Khandelwal & Khandelwal Associates, Chartered Accountants, Statutory auditors of your Company retire and are eligible for re-appointment. Your Directors recommend their re-appointment for the ensuing year.

COST AUDITOR

As per the directive of Central Government pursuant to the provisions of Section 233B of the Companies Act, 1956, your Directors have re-appointed M/s. Vinod Bhatt & Co. a firm of Cost Accountants, to conduct the audit for the year ended 31st March, 2014

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors hereby confirm that:

- In preparation of the annual accounts, the applicable accounting standards have been followed.

- The accounting policies have been selected and applied consistently and the judgments and estimates made, 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.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The annual accounts have been prepared on a going concern basis.

APPRECIATION

Your Directors wish to place on record their appreciation for the contribution made by employees at all levels to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation to the bankers, financial institutions, shareholders, dealers and customers for their continued support, assistance, without this appreciable support it not possible for the company to stands in competitive market, therefore company seeks this support in future too.

FOR AND ON BEHALF OF THE BOARD

Place: New Delhi Ravinder Nath Jain

Date : 30.05.2013 Executive Chairman

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Mar 31, 2012

The Directors present you the Ninth Annual Report of your Company and the Audited Accounts for the financial year ended 31st March 2012.

THE YEAR AT A GLANCE (Rs.in Lakhs)

Particulars 2011-12 2010-11

Net Profit Before Depreciation 205.30 287.99

Less: Depreciation 148.62 138.99

Net Profit Before Tax 56.68 149.00

Less: Taxation 16.45 64.68

Profit After Tax 40.23 84.32

Add: Profit brought forward 516.08 481.18

Total Profit Available for Appropriation 556.31 565.50

Less: Appropriations - 49.42

Balance carried to Balance Sheet 556.31 516.08

RESULTS OF OPERATIONS

The gross turnover of your Company for the 2011-12 is Rs. 12,061.67 Lakhs as against Rs. 13,340.31 Lakhs in the previous year. The Net Profit before tax stood at Rs. 56.68 Lakhs as against Rs. 149.00 Lakhs in the previous year. The Profit after Tax is Rs. 40.23 Lakhs as against Rs. 84.32 Lakhs in the previous year.

DIVIDEND

The Company's inadequate profits does not justify a dividend payout. Hence to conserve our reserves we are unable to recommend any dividend for the year under review.

FUTURE OUTLOOK

Aluminium Extrusion demand is growing @ 8% per annum mainly on Account of increase in usage of Aluminium Profiles in Villa Segment, in addition to High rise Buildings. Further there has been tremendous growth in demand of Aluminium Bus Bars in Electrical Segment. Similarly increasing trends are seen in High end Segment of Bus Body fabrication particularly in Volvo Model. On account of these potential for usage of Aluminium extrusion remains bright.

DIRECTORS

Mr. Sunil Kumar Shandilya, Executive Director, Mr. Rajesh Jain, Non Executive Independent Director and Mr. Rajinder Prakash Gupta, Non Executive Independent Director are due to retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The brief resume of the aforesaid directors and other information have been detailed in the Corporate Governance Section of this report. Your Directors recommend their re-appointment as Directors of your Company.

FIXED DEPOSITS

Your Company has not accepted any fixed Deposit during the year 2011-12 and there are no outstanding fixed deposits from the public as on 31st March 2012.

PERSONNEL AND HUMAN CAPITAL

Your Company acknowledges that the role of Human Resources continues to remain strategic to organization's success. Management of the human resources is a key focus for your Company with processes and policies aligned to enable employees to meet their career objectives. The industrial relations remained cordial throughout the year.

Statement U/S 217 (2A) of the companies Act,1956 read with the company (particulars of employee) Rule 1975 for the year ended March 2012.

S. Employee Name Designation Nature of No. Duties

1. Ravinder Nath Jain Executive Chairman Overall Control

2. Mohinder Jain Managing Director Purchase, Sale & Misc.

Employee Name Qualification Total Work Age Remuneration Experience years (Rs.) (yrs.)

Ravinder Nath Jain Graduate 32 53 36,00,000/-

Mohinder Jain Graduate 32 50 36,00,000/-

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal control structure of your company is adequately designed to ensure the effectiveness of its operations, propriety in the utilization of funds, safeguarding of assets from unauthorized use or disposition, true and fair reporting and compliance with all the applicable regulatory laws and company policies.

QUALITY, RESEARCH & DEVELOPMENT

Quality is a way of life for the company and a key component for its success. Your Company ensures strict adherence to quality processes which are strictly benchmarked against world-class operating models and global practices.

Your Company believes that Research and Development in every aspect is an important path for improvisation of business. Particulars of activities relating thereto have been given in Annexure hereto.

INSURANCE

All the insurable interests of your Company including inventories, building, plant and machinery and liabilities under legislative enactments are adequately insured.

LISTING OF SHARES

Your Company's shares are listed and are being traded on the National Stock Exchange of India Limited & Bombay Stock Exchange Limited.

CORPORATE GOVERANCE

Pursuant to Clause-49 (VII) of the Listing Agreement a separate report on Corporate Governance forms part of the Annual Report. Your Company is compliant with the requirements of the Listing Agreement and necessary disclosures have been made in this regard in the Corporate Governance Report. The report on Corporate Governance is included as a part of the Annual Report.

A certificate from the statutory auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis relating to business and economic environment surrounding your company is enclosed as a part of the Annual Report.

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

Particulars in respect of conservation of energy, technology absorption, foreign exchange earning and outgo by the Company as per section 217(1) (e) of the Companies Act, 1956, are given as per Annexure of this report.

AUDITORS

At the forth coming Annual General Meeting as per term of appointment of M/s Khandelwal & Khandelwal Associates, Chartered Accountants, Statutory auditors of your Company retire and are eligible for re-appointment. Your Directors recommend their re-appointment for the ensuing year.

COST AUDITOR

As per the directive of Central Government pursuant to the provisions of Section 233B of the Companies Act, 1956, your Directors have re-appointed M/s. Vinod Bhatt & Co. a firm of Cost Accountants, to conduct the audit for the year ended 31st March, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors hereby confirm that:

- In preparation of the annual accounts, the applicable accounting standards have been followed.

- The accounting policies have been selected and applied consistently and the judgments and estimates made, 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.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The annual accounts have been prepared on a going concern basis.

APPRECIATION

Your Directors wish to place on record their appreciation for the contribution made by employees at all levels to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation to the bankers, financial institutions, shareholders, dealers and customers for their continued support and assistance. Without their appreciable support it not possible for the company to stands in competitive market, therefore company seeks their support in future too.

For and on behalf of the Board

Date :30th May 2012 Ravinder Nath Jain

Place : New Delhi Executive Chairman

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Mar 31, 2010

The Directors present you the Seventh Annual Report of your Company and the Audited Accounts for the financial year ended 31st March 2010.

THE YEAR AT A GLANCE (Rs. in Lakhs)

Particulars 2009-10 2008-09

Net Proft Before Depreciation 381.11 214.53

Less: Depreciation 120.39 110.29

Net Proft Before Tax 260.72 104.24

Less: Taxation 69.59 33.19

Proft After Tax 191.13 71.05

Add: Proft brought forward 340.34 287.38

Total Proft Available for Appropriation 531.47 358.43

Less: Appropriations 50.29 18.09

Balance carried to Balance Sheet 481.18 340.34

RESULTS OF OPERATIONS

The gross turnover of your Company for the 2009-10 is Rs.7209.15 lakhs as against Rs. 4557.93 lakhs in the previous year. The Net Proft before tax stood at Rs. 260.72 lakhs as against Rs. 104.24 lakhs in the previous year. The Proft After Tax is Rs. 191.13 lakhs as against Rs. 71.05 lakhs in the previous year.

DIVIDEND

The Board of Directors recommend dividend @ 10% (Ten percent) i.e. Rs.1/- (Rs. one) per equity share for the year under review.

TRANSFER TO RESERVES

Your Company has transferred Rs.10,00,000/-(Rs. ten lakhs) Previous Year Rs. Nil to the General Reserve.

CHANGE OF MANAGEMENT OF THE COMPANY

Mr. Ravinder Nath Jain Group acquired 65.32% equity shares of the Company from the earlier promoters vide Share Purchase Agreement dated July 27, 2009. The purchase of shares was completed following the due process under SEBI SAST Regulations, which compliances were completed in November 2009. In terms of the aforesaid Share Purchase Agreement, the subsidiary of the Company in the UK, namely Man UK Ltd., was not acquired. The Management of the Company was reconstituted in December 2009.

DIRECTORS

Mr. Sunil Kumar Shandilya, Executive Director and Mr. Rajesh Jain, Director are due to retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, ofer themselves for re-appointment. Appropriate resolutions for their re-appointment are being placed before you for your approval at the Annual General Meeting. The brief resume of the aforesaid directors and other information have been detailed in the Corporate Governance Section of this report. Your Directors recommend their re-appointment as Directors of your Company.

FIXED DEPOSITS

Your Company has not accepted any fxed Deposit during the year 2009-10 and there are no outstanding fxed deposits from the public as on 31st March 2010.

PERSONNEL AND HUMAN CAPITAL

Your Company acknowledges that the role of Human Resources continues to remain strategic to organizations success. Management of the human resources is a key focus for your Company with processes and policies aligned to enable employees to meet their career objectives. The industrial relations remained cordial throughout the year.In terms of the provisions of Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975 there are no disclosures as none of the employees of the Company were drawing salary more than the limits specifed as per the above mentioned provisions during the financial year ended 31st March, 2010.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal control structure of your company is adequately designed to ensure the efectiveness of its operations, propriety in the utilization of funds, safeguarding of assets from unauthorized use or disposition, true and fair reporting and compliance with all the applicable regulatory laws and company policies.

QUALITY, RESEARCH & DEVELOPMENT

Quality is a way of life for the company and a key component for its success. Your Company ensures strict adherence to quality processes which are strictly benchmarked against world-class operating models and global practices.

Your Company believes that Research and Development in every aspect is an important path for improvisation of business. Particulars of activities relating thereto have been given in Annexure hereto.

INSURANCE

All the insurable interests of your Company including inventories, building, plant and machinery and liabilities under legislative enactments are adequately insured.

LISTING OF SHARES

Your Companys shares are listed and are being traded on the National Stock Exchange of India Limited & Bombay Stock Exchange Limited.

CORPORATE GOVERANCE

Pursuant to Clause-49 (VII) of the Listing Agreement a separate report on Corporate Governance forms part of the Annual Report. Your Company is compliant with the requirements of the Listing Agreement and necessary disclosures have been made in this regard in the Corporate Governance Report. The report on Corporate Governance is included as a part of the Annual Report.

A certifcate from the statutory auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis relating to business and economic environment surrounding your company is enclosed as a part of the Annual Report.

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

Particulars in respect of conservation of energy, technology absorption, foreign exchange earning and outgo by the Company as per section 217(1) (e) of the Companies Act, 1956, are given as per Annexure of this report.

AUDITORS

Last year your Company had sought an approval of the Shareholders at the Annual General Meeting held on 22nd September 2009 as to the appointment of M/s Satish Aggarwal & Associates, Chartered Accountants as statutory auditors of the Company. At the forth coming Annual General Meeting M/s Satish Aggarwal & Associates, Chartered Accountants, statutory auditors of your Company retire and are eligible for re-appointment. Your Directors recommend their re-appointment for the ensuing year.

PARTICULARS UNDER SECTION 212 OF THE COMPAIES ACT

M/s Man UK Ltd. ceased to be a subsidiary of the Company on 30th June 2009. Therefore your company has compiled a consolidated Proft and Loss a/c inclusive of the fgures of Man UK Ltd for the period 1.04.2009 to 30.06.2009 for the purpose of disclosure in terms of AS-21 issued by The Institute of Chartered Accountants of India. Consequently no current year fgures in respect of Consolidated Balance Sheet and Consolidated Cash Flow Statement are being furnished.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors hereby confrm that:

- In preparation of the annual accounts, the applicable accounting standards have been followed.

- The accounting policies have been selected and applied consistently and the judgments and estimates made, are reasonable and prudent, so as to give a true and fair view of the state of afairs of the Company at the end of the financial year and of the proft of the Company for that period.

- Proper and sufcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The annual accounts have been prepared on a going concern basis.

APPRECIATION

Your Directors wish to place on record their appreciation for the contribution made by employees at all levels to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation to the bankers, financial institutions, shareholders, dealers and customers for their continued support.

For and on behalf of the Board

Ravinder Nath Jain

Executive Chairman

Date : 29th May 2010 Place : New Delhi