The Board of Directors presents the 62 ’ Annual Report of the Company and its Audited Statement of Accounts
for the year ended March 31. 2025 together with the Auditors' Report and Comments on the Accounts by the
Comptroller and Auditor General (CAG)of India.

OPERATIONAL RESULTS

In pursuance of direction of the Ministry of Commerce & Industry and approval by Board of Directors, MMTC did
not undertake any business activity during 2024-25. However, the Company continued meeting Its statutory
obligations and the accounts of the company were prepared on going-concern basis
The interest income and dividend income from its JV company is the mam source of income of MMTC presently.
During the year, the company reported Revenue from operations of Rs.2.69 a as against Rs. 5.34 cr.
registered during 2023*24 The Company has reported Profit After Tax of Rs.69.53 cr. as against Rs.68.21 cr.
reported during the previous financial year The same was mainly due to enhanced other income and reduction
in establishment cost in view of overall reduction in the manpower of the Company. However, there was no
trading income during 2024-25 due lo stoppage of business activities by MMTC since April 2022 in pursuance
of direction of the Ministry of Commerce & Industry.

Comoanv's oerformance dunno 2024-25 is aiven below; -

The Management Discussion and Analysis Report is annexed and forms part of this Report. Auditor / CAG report
aiong with management replies and Notes to accounts contain important information affecting company financials.

EQUITY SHARE CAPITAL

There is no change in equity capital of the company during the year. The paid-up equity of the company stood at
Rs. 150 croros comprising of 150 croros number of equity sharos of the face value of Re 1 /- oach. as on 31.03.2025.

DIVIDEND

The Board of Directors has not recommended any dividend for the year 2024-25 in view of the fact that MMTC's main
cash inflow is from interest income and the liabilities including contingent exceed available cash balance Further,
the business activities have been stopped as instructed by DOC & I

RESERVES

A sum of Rs1194.62 crores was available in the reserves and surplus of your Company as on 1st April, 2024 An
amount of Rs. 1264.15 crores is available in "Reserves and Surplus' of your Company as on 31 st March, 2025.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange eamirrgs and outgo of your Company during 2024-25 is NIL.

SUBSIDIARY COMPANY

MTPL Singapore, Pursuant to the order of the Honble High Court of Singapore vide liquidation bearing held on
27 10.2023, M/s Doloitto and Touche lLP Singapore have been appointed as the Joint & Several Liquidators of the
Company (MMTC Transnational Pte Ltd), The Hobble High Court of Republic of Singapore passed winding up order
agatn$tMTPL

As such, MTPL's control has been taken over by the Liquidator and MMTC does not have any input regarding Its
financials for the year ended 31.03.2025 and for the quarterended on 31.03.2025.

MMTC filed Complaint on 04 10.2023 with CBI on financial Irregularities and fraud at MTPL, Singapore CBI on
03 04.2024 registered a Preliminary Enquiry and on 15.10.2024 registered regular case in the matter.

PROJECTS/JOINT VENTURES

Abnef on the current status of such JVs set up In past years is given hereunder

(i) Your company presently holds 6% equity capital in Indian Commodity Exchange Limited (ICEX) as on
31.3.2025. MMTC tried to sell its equity in ICEX in FY 2017-18 and again from FY 2019-20 to 2021-22, but
MMTC was unable to find any buyers

ICEX has infonned that SEBI appointed Valuation process has already been carried out as per SEBI directions
and ICEX is shortly expecting SEBI to complete die exit process of surrender of liconse and expect the final
notification in Official Gazette notifying the withdrawal of the Llcense/Recognitlon of the Exchange by SEBI.

(ii) Your company had participated in the equity of Currency Futures Excnange under the name and style of ’United
Stock Exchange of India Ltd which had been merged with “BSE Limited* (BSE) wherein your Company presently
holds 116883 (post bonus issue) equity shares of Rs 2/- each in BSE During the FY 2024-25 MMTC has
received a dividend of Rs. 17,53,24 at 15/- per share from BSE Ltd

(iii) MMTC-PAMP India Pvt. Ltd. a joint venturo Company between MMTC Limited and PAMP SA. Switzerland,
operates a precious metals processing facility MMTC's stake in the JV is 26%. MPIPL is India's first and only
LBMAGood Delivery Refinery accredited for Gold and Sliver. During the financial year 2024-25 the Joint Venture
achieved a turnover of Rs.37,16,760.55 Lakhs and a profit (after tax) of Rs.10,821.97 lakhs. A dividend of Rs
18.80 per share has been recoivedfrom JV for the financial year 2024-25.

(iv) The Company had invested Rs. 33.80 crore (P.YRs 33.80 crore) towards 26% equity in SICAl Iron Ore
Terminal Limited (SIOTL), a Joint Venture between MMTC Ltd -26%. SICAL Logistic Ltd (SLL) - 63% and L&T
Infrastructure Development Projects Ltd. (L&T IDPL) - 11% for the construction and operation of iron ore
terminal at Kamaraja Port Ltd (KPL) (erstwhile Ennore PorlTrust) Tamil Nadu, The construction of lerminal was
completed by November 2010 Mr's SIOTL could not commence commercial operalions due to non-availability of
iron ore from Bellary-Hospet Sector in Karnataka State and banning ol mining / movement of iron ore for exports
by the Govt In view ol uncertain future of iron ore exports and to utilize the intrastructure created. Kamaraja Port
Limited (KPL) decided to award the facility for modification of the facility to handle common user coal, As coal did
not have synergy with MMTC s then existing line of business so in Sept’2016. MMTC Board decided to exit from
the JV.

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

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

NCLT, vide il order dated 00 12.2022 has approvod Urn resolution plan of SLL and the successful resolution
applicant has been appointed. Further NCLT vide Its Order dated 23\lune'23 has decided to Initiate the
liquidation process in respect of Sica! Iron Ore Terminal Limited tSIOTL) and has accordingly appointed the
Liquidator for the same MMTC is pursuing with concerned authorities to recover its Investment and has
submitted the claim form under FORM G to liquidator in the matter of SIOTL whose response rs awaited

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

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

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

In regard to Haldia land, local farmers had filed petition against Haldia Development Authority (HDA) challenging
the land acquisition in 2015 and stay was granted by Hon'Wo High Court of Calcutta. Due to prolonged litigation
and stay not being lifted, promoters decided to surrender the land to Haldia Development Authority (HDA).
Accordingly in March 2020. letter regarding surrendering of land was written to HDAand HFTWPL is following up
wtth HDA for refund of amount I.e. Rs 32 crores approx, (net of utilized premium), but till date no action has been
taken by the HDA.

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

The Company earned turnover of Rs.2.69 crore during tho financial year 2024-25 by sale of wind power
generated by the wind mill.

(vii) The divestment of NINL has been completed on 04.07 2022. An amount of Rs. 911 16 Crore was held back and
the same was kept in Interest bearing Escrow account towards contingent liabilities, out ol which Rs. 82.96 Crore
was settled on 25.04.2023. Balance amount of Rs.828.20 Crore was kept in FD. Subsequently this FD got
matured on 04.07.2024 and out of which Rs.32.35 Crore (MMTC's share of Rs.17.19 Crore) relating to non-tax
liability was released since the retention period of 2 years for non-tax liability was completed on 03.07.2024 and
no claim was received. MMTC received its share of Rs. 17.19 Crore on 04.07.2024. Balance amount of Rs.
795.85 Crore was further kept In FDs for a penod of one year, matunng on 04 07 2025. An amount of Rs. 32 86
Crere (nel of TDS) has been received on 09.07.2024 relating to interest accrued an FD of Rs. 828.20 Crore

Further Rs.20.91 Crores was settled on 09.09.2024 and MMTC’s share of Rs. 10.52 Crore after adjusting the
settlement amount of Rs 1.11 Crores (paid to NINL7 Sales Tax Authority) was credited in MMTC's account on
18 09.2024. An amount of Rs.0.64 crore (not of TDS) has been received on 20.09.2024 relating to interest for the
penod 04 07 2024 to 18.09.2024 on pro maturing of FD for Rs. 122.75 Crore

Balance amount of Rs ,774 94 Crore was further kept in FDs which matured on 04.07,2025 and was apportioned
to Sellers since no liabilities crystallized during the retention period. MMTC has received its share of Rs 411.76
Crores (Principal) & Rs. 25.75 Crores (interest accrued net of TDS i.e. Rs 25.75 Cr) and the total amount
received is Rs. 437.51 Cron 04.07.2026.

Cordial and harmonious industrial relations wore maintained In your company during the year. No man days were lost
due tc any mdustnal unrest during the year Further, meetings with representatives of Federation of Officers
Associations/ Staff Unions/ SC&ST Associations, were held to share information / ideas with a view to achieve
Company's goals and objectives.

The aggregate manpower of your company as on 31" March. 2025 stood at 287, comprising of 3 Board level
Executives, 148 officers and 139 staff/workere. The manpower also includes 18 staff/ workers ol erstwhile Mica
Trading Company Ltd .. which had been merged with your company pursuant to the orders of BlFR

The composite representation of the total manpower is - woman employees representing 18.47% (53 Employees) of
the total manpower; SC, ST, OBC & Persons with Benchmark Disabilities (PwBD) to the extent of 23.69% (68
employees). 10.45% (30 employees). 14.63% (42 employees) and 3.14% (9 employees] respectively.

IMPLEMENTATION OF RESERVATION POLICY

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

TRAINING AND DEVELOPMENT

For further enhancing / upgrading Ihe skills of employees in the constantly changing business scenano. 161
employees were imparted training during Ihe year In different spheres of company's activities The training
interventions hold covered both functional & behavioral trainings Tho employees deputed lor training programmes
included 37 employees belonging to SC. 13 to ST employees

IMPLEMENTATION OF OFFICIAL LANGUAGE

Your company is committed to complying with tho Official Language Policy of tho Government of India. During the
year 2024-25 the company made continuous efforts with the aim of promoting the use of Hindi and achieving tire
targets set in the annual program issued by the Department of Official Language (Ministry of Home Affairs,
Government of India). To meet the targets given in the Official Language Annual Programme, discussions were held
in tho regular meetings of tho Official Language Implementation Committee hold at Corporate Office and Regional
Offices and Hie decisions taken In the meetings were implemented effectively To promote the use of official
language by the employees of the company. Hindi workshops, Hindi day/week/fortnight etc. wore organized in the
Corporate Office and all regional offices during the year under review At the same time. Ihe employees/officers wore
personally apprised of the tools related to tho official language so that they can do their work in Hindi in a better way.

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

Your company's CSR Policy is In line with Section 135 of the Companies Act '2013 and the CSR Rules as nobfied by
the Ministry ot Corporate Affairs and the CSR projects have been undertaken in terms of Section 135 ot the
Companies Act The CSR Policy is hosted on the Company’s website in bilingual form.

Your company incurred operating tosses during FY 2021-22. FY 2022-23 and FY 2023-24. Accordingly, tne CSR
budget calculated in accordance with the Section 198 of the Companies Act. 2013 i.o., 2% of average net profit of
preceding 3 years was negative Therefore, there was no annual CSR budget approved by Board of Directors for the
year 2024-25. As such, no fresh CSR project was undertaken during FY 2024-25.

As per Section 135 of the Companies Act. 2013, the Company was not mandated to allocate CSR budget for the year
2024-25 due to average net loss of last three preceding financial years Moreover. In pursuant to direction of the
Administrative Ministry, MMTC Is not undertaking any business activity Thus, no CSR activity was undertaken during
the year 2024-25.

MMTC’s annual report on Company's CSR activities In prescribed format as per the Companies (Corporate Social
Responsibility Policy) Rules, 2014 Is annexed with this report.

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

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

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

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

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

As per the recent amendment in the Companies (Accounts) Second Amendment Rules. 2025. which took effoct on
July 14,2025 Companies are required to disclose a statement confirming their compliance with the Maternity Benefit
Act. 1961

It is hereby declared that MMT C Limited has complied with tho provisions of Maternity Benefit Acl 1961

RIGHT TP INFORMATION

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

During the year, a total of 30 RTI applications were received directly / under Sec.6{3) of the RTI Act and all the RTIs
have been disposed ot. Further, a total ot 01 First Appeals wore received by FAA. which were also disposed of. Your
company has also undertaken ‘Sctf-Assessmont Audit of tho Voluntary Disclosures to be made on pubbe domain
(www.mmtclimited com) in terms of provisions laid down in Section-* of the RTI Act 2005 and same is submitted tor
third party audit and final evaluation by CIC.

CONSERVATION OF ENERGY

During the year 2024-25, there was no activity in MICAgroup of your company. Therefore, pursuant to rule 8(3) of the
Companies (Accounts) Rules. 2014, the company does not have anything to report under this head

VIGILANCE

Apropos the Government directives, cessation of all forms of business activities in the company has taken place
since FY 2021-22 Accordingly. In the absence of any buslness/tradlng operations In company, Vigilance
Division of MMTC laid significant emphasis on Preventive Vigilance Activities & Systemic improvement
measures, for enhancing the transparency In systems & procedures related to in-house activities like GeM
Procurement. Estate activities. Digitization of Records, deficiencies In litigation management & prima facie
examination ol more than 300 outstandma Icaal cases and resDonse svstoms etc.

2. During the year, a total of 13 non-PlDPI complaints (05 CVC & 08 Non-CVC) were examined, out of which, a6 on
31.03.2025,12 complaints 'were disposed and responso uploaded on CMS ports! for CVC referred complaints.
01 CVC complaint ts administrative In nature 03 Factual reports have been submitted to Dept of Commerce and
01 FR has been submitted to CBI.

3 As per CVC Guidelines, quarterly structured meetings were held with the Head of the Organization (CMD). for
quarters April-June 24. July-Sept 24. Oct-Dec'24 & Jan-March'25. during which discussions held between
CVO & CMD on various preventive vigilance issues and outcome communicated to concerned
Divisions/Directors for follow-up Action.

4 During the year 12 VO & 04 CTE-Type inspection reports & 15 Internal Audit Reports were examined and
corrective actions suggested. Further, during the year 148 Vigilance Clearance (VCs) cases (Passport/VISA,
Superannuation, deputation, resignation etc.) were processed and a total of 65 Annual Property Returns were
scrutinized fully complying with the mandatory targets fixed by CVC. With ngorous perusal and follow up by
Vigilance Division, review & monitoring process of FR56tJ) provision was streamlined in MMTC. The vigilance
profiles of all officers of E-5 cadre (DGM)& above wore updated on DoPT- SOLVE every month and monthly
compliance reports were submitted within timelines to Dept of Commerce. 12 Monthly reports. 4 Quarterly
reports, 1 Annual Report to DoC were submitted In compliance to the directions dated 27 12.2024 from
Vigilance Section, DoC, Rotational Transfers were undertaken and compliance was communicated to DoC.

5. In financial irregularities case at MTPL, timely responses of Vigilance Division In compliance to the instructions
ol Dept, of Commerce, with respect to preparation of complaint, appraisal on circumstantial evidence,
comprehending forensic audit findings and extensive coordination with CBI & CVC authorities resulted in
registration of FIR by CBI In Ocl '2024, and issuance of FSAby CVC In Dec '2024. Both departmental Inquiry
proceedings and criminal proceedings are under progress

6 As per CVCs instructions on VAW-2024, during 03 months campaign period (16.08.2024 to15.11 2024) several

Preventive Vigilance activities in focused areas (ij Capacity Building (^Identification & Implementation of
Systomlc Improvement measures liil) Up-dation of Circulars/Guldolines/Manuafs (Iv) Disposal of Complaints
received before 30.06.2024 and (v) Dynamic Digital Presence, were undertaken for enhancing transparency In
systems & procedures.

7. Activities like disposal of ponding complaints, e-integrity pledge. Vigilance Awareness programs & expert
lectures on PIDPI, GeM, CMS & Ethics by external/in-house faculty, knowledge shonng programs in outreach
mode for employees of EIC & IIFT, review ol Vigilance Compliances of STEs, Essay Competitions for
employees. Anti-corruption slogans on Social Media Handles. Short Animation Videos clippings. Systemic
improvement measures etc. were undertaken and on successful completion of the campaign compliance report
was submitted to CVC A total no of 09 Capacity Building programs; 08 Vigilance awareness outreach programs
al EIC, IIFT and District Hospital, Baran & 3 Knowledge Sharing programs, total 18 Awareness programs were
conducted by MMTC Vigilance Team in Hybrid Mode. Employees were imparted with knowledge sharing
programs in the areas of NCLT proceedings. Cyber hygiene and secunty. GeM Procurement. CCS Conduct
Rules-1964 & CCS (CCAj Rules-1965, RTI compliances, Basics of Arbitration Law, Contract Management,
dispute resolution by AMRCD. e-Office procedures. Tally Software, PoSH Act 2013, Combating Corruption -
Technology as Enabler. Doctrine of Lifting ol Corporate Veil. Ethics & governance. Systems & Procedures, CMS.

0 In tesponse to CVC invitation In Aug ‘2024. Vigilance Division of Company submitted a preventive vigilance
initiative. CVC after rigorous scrutiny of articles sent by various public authorities selected few best practices of
16 Companies which were published in CVC's Preventive Vigilance Hand book-2024 unfurled at Vigyon
Bhawan. New Delhi in Nov' 2024 in the presence of Hon’ble Presidenl of India. MMTC’s preventive vigilance
Initiative was one of the few selected articles by CVC on the basis of strict criteria of effectiveness scalability &
universal applicability of the preventive vigilance practices.

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

VIGIL MECHANISM

In accordance with the provisions of Suction 177 of Companies Act, 2013, the Board of your company introduced a

Scheme on Vigil Mechanism’ In 2014 The vigil mechanism Is established lor Directors and employees to report their

genuine concerns. The concerns, if any. from any employee; Director shall be addressed to the Chairman of the Audit

Committee. During the year under review, no such complaint has been received. This mechanism is a part from tfie

Whistle Blovvor Policy, already In force

CORPORATE GOVERNANCE

Corporate Governance has emerged as an important tool to the business community to become efficient,
competitive and successful enterprise. Your Company reposes Its firm faith in continuous development, adoption
and dedication towards the best corporate governance practices Towards this end. the norms prescribed under the
Companies Act, 2013, SEBI (Listing Obligations & Disclosure Requirements) Regulations. 2015 and Guidelines as
applicable for CPSEs issued by the Department of Public Enterpnses in this regard are being implemented regularly.
The Company Is short of minimum number of Independent Directors as required under SE3I (LODR) Regulations,
2016 for which Stock Exchanges have leviGd penalties on MMTC. However, it has been explained to them that
appointment of Directors, including Independent Directors is made by the administrative ministry. No penalty has so
far been paid to stock exchanges.

A separate Report on Corporate Governance along with certificate from M/s BLAK & CO. (CoP No. 11714) regarding
complianco of the stipulations relating to corporate governance specified in Listing Regulations is annexed hereto
and forms part ot this report It may bo mentioned that the company has complied with tho CG norms prescnbed by
the Department of Public Enterprises applicable for CPSEs and the quarterly reports on compliance of Guidelines of
Corporate Governance for CPSEs are sent regularly.

CODE OF CONDUCT

Pursuant to Regulation 15(5) of Listing Regulations, the Code of Conduct applicable to the Board members & senior
management personnel has been posted on the website of your company Ail Board Members and Senior
Management Personnel as on 31*' March, 2025 to whom the said Code is applicable have affirmed compliance of tire
samo for the period ended 31“ March, 2025, Based on the affirmation received from Board Members and Senior
Management Personnel, declaration regarding compliance of Code of Conduct made by the Chairman & Managing
Director is given below:

Declaration as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015
and DPE's Guidelines on Corporate Governance

'AJI the members of the Board and Senior Management Personnel have affirmed compliance of the Code of
Business Conduct & Ethics for Board Members and Senior Management Personnel’ of the company for the financial
year ended on March 31,2025."

Sd I-

NTTIN KUMAR YADAV
CMD
DIN:03104045

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

In accordance with the provisions of regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations. 2015. your Company has prepared the Business Responsibility & Sustainability Report for inclusion in
the Annual Report for the year 2024-25. The framework and principles suggested by SEBI Is to assess compliance
with environment social and governance norms pertaining to Sustainable Development Goals. The said Business
Responsibility & Sustainability Report is annexed herewith and forms part of the Annua) Report.

PUBLIC PROCUREMENT POLICY FOR MICRO & SMALL ENTERPRISES

Pursuant to Public Procurement Policy, dunng tho yoar 2024-25. total annual procurement by MMTC in respect of
administrative requirements was Rs.2.48 Cr.. out of which goods and services worth Rs. 2.06 Cr (i.c., 83.06%) were
procured from MSEs including (MSEs owned by SC/ST Entrepreneurs). Rs.0.47 Cr. (I.e , 22.82%) from MSEs owned
by SC/ST entrepreneurs and 0.1 Cr (i.e 4.85%) from MSEs owned by Women Entrepreneurs. On successful
execution of the work orders placed on them, payments were released to MSEs timely

PUeUCDEPQS!! SCHEME

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

ANNUALRETURN

Pursuant to Section 92(3) of Companies Act. 2013 a copy of the Annua! Return filed is available on the wcbsito of the
company vwvnw.mmtclimited.com.

STATUTORY AUPITORS REPORT

The report of Statutory Auditors for the year 2024-25 along with Management’s reply to the observations of the
Statutory Auditors is annexed herewith

COMMENTS OF COMPTROLLER & AUDITOR GENERAL OF INDIA

The Comptroller & Auditor General of India (C&AG) vide their Communication dated 15 07 2024 has communicated
that they have decided not to conduct the supplementary audit of the consolidated financial statements of MMTC
Limited for the year ended 31" March. 2025 under section 143(6)(a) read with section 129 (4) of the Act

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Ad. 2013 read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules 2014. your Company engaged the services of M/s. BLAK &
COMPANY. Company Secretaries to conduct the Secretarial Audit of the Company for the financial year ended
March 31.2025. The Secretanal Audit Report (in Form MR-3) along with Management's Reply on the observations of
the Secretanal Auditor is attached herewith

ACX2013*^A^* - ARAN 55 JOL5 PE 9 HE Ml

Dunng the year 2024-25, the Company did not provide/ give any loans, guarantees or made any investment as
specified under section 186 of the Companies Act, 2013

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

The Company has formulated a Related Party Transaction <RPT) Policy containing criterion of deciding Materiality of
Related Party Transactions and dealing with Related Party Transactions

During the FY 2024-25 MMTC Ltd has entered into Related Party Transactions with its Directors ranted to
remuneration paid only.

There have been no materially significant related party transactions i.e. transactions of the company of a material
nature, with its promoters, the directors, or the subsidianes or relatives etc. that may have potential conflict with the
interests of the Company at large. Other details of "Related Parly transactions ‘have been disclosed in the Notes
forming part of Accounts In the Annual Report.

EXTRACT OF THE ANNUAL RETURN

Pursuant to Section 92(3) of tho Companies Act. 2013 a copy of Annual Rotum Is available on the website of the
Company: www.mmtcllmltcd.com.

NUMBER OF MEETINGS HELD OF THE BOARD

During the financial year 2024-25. Five (5) meetings of tho Boara of Directors were hold
DECLARATIONS GIVEN BY INDEPENDENTDIRECTORS

All the Part-time Non-Official Directors (Independent Directors) on the Board of MMTC have affirmed that they meet
the enteria of Independence as provided In Section 149(8) of the Companies Act. 2013 and Regulation 25 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations. 2015 for the financial year ending 31 03 2025.

POLICY ON DIRECTORS'APPOINTMENT AND REMUNERATION ETC,

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

The non-executive oart-time official Directors (Government nominees) are not entitled to any remuneration or sitting

fees. The part-time non-cfficial (Independent Directors) are paid sitting fee for each Board / Committee meetings
attended by them as approved by the Board from time to time as per the limits laid down in Companies Act, 2013 and
the related rules

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

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

Ministry of Corporate Affairs vide its notification No. GSR 463(E) dated June 5, 2015 exempted Government
Companies from certain provisions of the Companies Act. 2013. which Include, inter-alla, sub section (6) of Section
149. subsections (2), (3) & (4) uf Section 178 regarding appointment, performance evaluation and remuneration As
per the said notification, Section 134(3) (p) regarding performance evaluation of directors also shall not apply lo
Government Companies in case the directors are evaluated by the Ministry or Department of the Central
Government which is administratively in charge of the Company.

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

REPORTING OF FRAUDS BY AUDITORS

According to the infonnation and explanations given to us and as represented by itie Management and based on our
examination of the books and records of the Company and In accordance with generally accepted auditing practices
In India, no case of material fraud by the Company or on the Company has boon noticed or reported during tho year.

During the year undor review, neither tho statutory auditors nor the socrotonal auditor has reported to tho audit
committee, under Section 143 (12) of tho Companies Act, 2013, any instances of fraud committed ogoinst your
Company by its officers or employees, the details of which would need to be mentioned in the Directors’ report.

RISK MANAGEMENT POLICY

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

PARTICULARS OF EMPLOYEES

As per provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Porsonne!) Rules, 2014, ©very listed company is required to disclose tho ratio of the
remuneration of each director to the median employee's remuneration and details of employees receiving
remuneration exceeding limits as prescribed from time to time in the Directors' Report However, as per notification
dated ^June, 2015 issued by the Ministry of Corporate Affairs, Government Companies are exempted from
complying with provisions of Section 197 of the Companies Act. 2013. Therefore, such particulars have not been
included as part of Directors' Roport

DIRECTORS’RESPONSIBILITY STATEMENT

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

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

b) the Directors had selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent sc 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 the year ended
31.03.2025;

c) the Directors have taken a proper and sufficient care for the maintenance of adequate accounting records
In accordance with the provisions of this Act tor safeguarding the assets of the Company and for
preventing and detecting fraud and other megulanties

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

e) the Directors of yourcompany had laid down internal financial controls to be followed by the company and
that such Internal financial controls are adequate and were operating effectively; and

0 the Directors had devised proper systems to ensure compliance with the provisions of all applicable law's
ano that such systems were adequate and operating effectively.

g) At present, MMTC Is not camying out anybusiness activity.

h) Auditors/CAG comments on annua! accounts of MMTC for the year 2024-25 form part of tho annual
accounts and are available in this report.

DISPUTE BETWEEN MMTC & ANGLO-AMERICAN COAL

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

In terms of the court order dated 06 05.2022 & 07.07.2022 passed by the Hon ble Delhi High Court in the mailer of
Anglo Coal case, an amount of Rs 1088.62 crores have been deposited with Delhi High Court and the final amount is
subject to ludgement/darificotion ot Hon’ble Court. Provision of Rs. 1054.87 crores has already been made In the
books of accounts.

Further, vide order dated 09 05.2025. Hon’ble Delhi High Court directed that Decree holder shall be ontitlod to
withdraw the said amount along with up-to-date accrued interest after expiry of 2 weeks i.e.. 23.05.2025.

MMTC h8s filed SLP in Hon’ble Supreme Court, which was part heard on 23 05.2025.24.07.2025 & is now fisted on
29.08.2025

A Suit was also filed in Delhi High Court against Award on which Hon’ble High Court Delhi pronounced the Judgement
on MMTC’s suit In Anglo matter on 29.07 2025 by dismissing the Suit under section 5 of the Arbitration & Conciliation
Act. 1996 & Suit is barred by limitation. CBI has also registered an FIR by registenng case on Anglo matter on
21 07 2025.

DISPUTE BETWEEN MMTC* MBS GROUP

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

MMTC filed Civil suit in 2013 before the City Civil Court. Hyderabad, seeking recovery of R9 228.82 crores along with
interest

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

CAVEAT at High Court of Tolangana has been filod on the decroo. Execution petition has been filed on 27.06.2025.
Matter was listed before the Judge In Charge on 03.07.2025. since the main court is vacant owing to the transfer of
the Ld Judge. Next date of hearing Is awaited

The legal dispute between MMTC AND M/s Shiv Sahai & Sons was uncovered from financial Irregularities identified
m the bullion transactions of MMTC’s Chennai Regional Office for the FY 2010-2011 .A special audit concluded in
June 2012, revealing that Rs. 9B. 23 crores were recoverable from M/s Shiv Sahai & Sons

Following tins. MMTC filed a civil suit in March 2013 before the Madras High Court. Shiv Sahai invoked Section 8 of
the Arbitration & Conciliation act, which was upheld by the Hon ble Supreme Court, leading both parties to agree to an
ad hoc arbitration process. Arbitration proceedings began In December 2017

After multiple and extensive hearings final written arguments concluded in July 2024. The arbitrator issued the final
award on 06.08.2024 in MMTC's favor, directing Shiv Sahai to pay Rs. 23.39 croros with 12% interest per annum from
14 12.2012 until the date of payment. Shiv Sahal's counterclaims ot Rs. 66 croros were dismissed The amount due
from Shiv Sahai as on dale of award is Rs. 58 crores

To secure the award amount. MMTC filed a caveat and a Section 9 application on 26.09 2024 before the Madras High
Court, which ordered Shiv Sahai to provide property disclosures, and the execution proceedings are in progress

CHANGES IN THE BOARD OF DIRECTORS

Following are the changes iri the Board of Directors of your company since 1 st April 2024: -

The Board places on record its deep appreciation for the commendable services and the contributions made by Shri
Vlpld Bansal. Shri Rajeev Ranjan Sinha, Shri Siddharlh Mahajan, Shri Hardeep Singh, Shri Kapil Kumar Gupta and
Shrl J Ravi Shanker who ceased to be Directors on the Board. The Board welcomes now Directors on lire Board and
expresses its confidence that the Company shall Immensely benefit from thoir rich ana varied experionco.

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

ACKNOWLEDGEMENT

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

By the Order of tho Board

Sd /•

(Nltln Kumar Yadav)
Chairman & Managing Director