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Manaksia Coated Metals & Industries Ltd Proxy Solicitation & Information Statement 2025

Oct 28, 2025

62350_rns_2025-10-28_c8402e79-73c1-4940-8549-e822d41d44c9.pdf

Proxy Solicitation & Information Statement

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Date: 28.10.2025

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Sec/Coat/074/2025-26

The Secretary The Manager BSE Limited National Stock Exchange of India Limited New Trading Wing, Exchange Plaza, C-1, Block “G”a Rotunda Building, 5[th] floor, Bandra Kurla Complex, PJ Tower, Dalal Street, Bandra East, Mumbai - 400001 Mumbai - 400051 Scrip Code : 539046 SYMBOL : MANAKCOAT

Dear Madam/Sir,

- Subject: Notice of Postal Ballot Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

In compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby enclose the Notice of the Postal Ballot for seeking approval of the shareholders on certain item of businesses transacted through Postal Ballot. The Postal Ballot Notice along with the Explanatory Statement, has been electronically sent to all the shareholders whose email addresses are registered with the Company/RTA/ Depository Participants as on cut-off date i.e., Friday, 24[th] October, 2025. A copy of the Notice of the Postal Ballot is also available on the website of the Company www.manaksiacoatedmetals.com / and at website of NSDL: www.evoting.nsdl.com.

For ease of participation of the members, the key details with respect to Postal Ballot are provided below :

SL.
No.
Particulars Details
1. Cut-off date Friday,24thOctober,2025
2. Time Period for remote e-voting Start:Wednesday, 29thOctober, 2025 at 9:00 a.m.
End:Thursday, 27thNovember, 2025 at 5:00 p.m.

The result of the Postal Ballot will be announced not later than two working days from the conclusion of the e-voting.

We request you to take the same on your records. Thanking you

Yours Faithfully

For Manaksia Coated Metals & industries Limited

SHRUTI Digitally signed by SHRUTI AGARWAL AGARWAL Date: 2025.10.28 18:25:48 +05'30'

Shruti Agarwal (Company Secretary & Compliance Officer)

Encl: as stated above

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MANAKSIA COATED METALS & INDUSTRIES LIMITED

Regd. Office: 8/1 Lal Bazar Street, Bikaner Building, 3[rd] Floor, Kolkata- 700 001 Phone No.: 91-33-22435053; Email: [email protected]; Website: www.manaksiacoatedmetals.com Corporate Identity Number: L27100WB2010PLC144409

NOTICE OF POSTAL BALLOT

(Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20, 22 of the Companies (Management and Administration) Rules, 2014)

To

The Members of Manaksia Coated Metals & Industries Limited,

NOTICE is hereby given, in accordance with the provision of Section 110 read with Section 108 of the Companies Act, 2013 (“ the Act ”) and other applicable provisions, if any, of the Act, and Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 as amended from time to time (including any statutory modification or re-enactment thereof for the time being in force) (“the Rules ”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“ SS-2 ”), as amended from time to time read with the General Circular No. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 09/2024 dated September 19, 2024 and subsequent circulars issued in this regard, the latest being 03/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs (“ MCA ”) (hereinafter collectively referred to as “ MCA Circulars ”), and other applicable laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), that the Resolutions appended below are proposed to be passed by the Members of Manaksia Coated Metals & Industries Limited (“ Company ”) as Ordinary or Special Resolution by way of Postal Ballot only by voting through electronic means (“ remote eVoting ”).

In compliance with the aforesaid MCA Circulars and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories. If your e-mail address is not registered with the Company/Depositories, please follow the process provided in the Notes to receive this Postal Ballot Notice and login ID and password for remote e-voting. The communication of the assent or dissent of the Members would only take place through the remote e-voting system. Hence, hard copy of the Postal Ballot Notice along with postal ballot forms and pre-paid business envelope is not being sent to the Members.

An Explanatory Statement pursuant to Section 102, 110 and other applicable provisions of the Act, pertaining to the Special Resolution setting out the material facts and reasons thereof, is appended to this Notice.

Pursuant to Rule 22(5) of the Rules, the Board at its meeting held on October 27, 2025, has appointed Mr. S. Sarweswara Reddy, Practicing Company Secretary, as the Scrutinizer for conducting the Postal Ballot through remote e-voting process in a fair and transparent manner.

The remote e-voting period commences from 9.00 AM (IST) on October 29, 2025 and ends at 5.00 P.M. (IST) on November 27, 2025. Members desiring to exercise their vote through the remote e-voting are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice for casting of votes by remote e- voting not later than 5.00 p.m. (IST) on November 27, 2025, 2025. Remote e-Voting will be blocked immediately thereafter and no e-voting will be allowed beyond the said date and time. The Company has engaged the services of National Securities Depository Limited (“NSDL”) for the purpose of providing remote e-voting facility to its Members.

The Scrutinizer will submit his report to the Chairman or Company Secretary of the Company, upon completion of the scrutiny of the votes cast through remote e-voting. The results of the Postal Ballot/E- voting shall be declared within 2 (two) working days from the conclusion of remote e-voting and the same, along with the Scrutinizer’s Report, will be placed on the website of the Company at https://www.manaksiacoatedmetals.com/ and on website of NSDL as well as on websites of Stock Exchanges i.e. www.bseindia.com and www.nseindia.com.

The resolutions, if passed by the requisite majority shall be deemed to have been passed on November 27, 2025, i.e., the last date specified for receipt of votes through the e-voting process.

MANAKSIA COATED METALS & INDUSTRIES LIMITED

Regd. Office: 8/1 Lal Bazar Street, Bikaner Building, 3[rd] Floor, Kolkata- 700 001 Phone No.: 91-33-22435053; Email: [email protected];

Website: www.manaksiacoatedmetals.com Corporate Identity Number: L27100WB2010PLC144409

SPECIAL BUSINESS

To consider and approve Increase in the Authorized Share Capital and consequent alteration in the Capital clause of Memorandum of Association of the Company:

  1. To consider and, if thought fit, to give assent or dissent, with or without modification(s), to the following resolution as a Special Resolution:

RESOLVED THAT pursuant to Sections 13, 15, 61, 64 and other applicable provisions of the Companies Act, 2013 and the applicable rules and regulations made thereunder, including the Companies (Incorporation) Rules, 2014 (including any statutory modification(s), amendments or re-enactment(s), thereof for the time being in force) (collectively referred to as the “ Companies Act ”) approval of the members of the Company be and is hereby accorded to increase the authorised capital of the company from Rs. 12,50,00,000 /- (Rupees Twelve Crores Fifty Lakhs Only) divided into 12,50,00,000 (Twelve Crores Fifty Lakhs Only) Equity shares of 1/- (Rupee One Only) to Rs. 16,00,00,000 (Rupees Sixteen Crores Only) divided into 16,00,00,000 (Sixteen Crores Only) equity shares of Rs.1/- (Rupee One only) each and consequently the existing Clause 5 of the Memorandum of Association of the Company be and is hereby altered by deleting the existing clause V and substituting in its place and instead thereof, the following as new Clause V :

“The Authorised Share Capital of the Company is Rs. 16,00,00,000 (Rupees Sixteen Crores Only) divided into 16,00,00,000 (Sixteen Crores Only) equity shares of Rs.1/- (Rupee One only) each carrying appropriate dividend as may be permitted at law (Free of Company’s tax but subject to deduction of tax as required under the provisions of the Indian Income Tax Act, 1961, for the time being in force), subject to be increased or decreased in accordance with the Company’s regulations and legislative provisions for the time being in force in this behalf, and with power to divide the shares in the capital for the time being in force in this behalf, and with power to divide the shares in the capital for the time being into Equity Share Capital, Preference Share Capital with or without voting rights as may be permissible at law, and to attach thereto respectively, any preferential qualified or special rights, privileges or conditions as may be determined by or in accordance with the provisions of the Companies Act, 2013 and the regulations of the Company, and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may for the time being be provided by the regulations of the Company.”

RESOLVED FURTHER THAT any of the Directors be and is hereby authorised to sign and file all the necessary forms and other necessary documents as may be required by any Statutory authorities including the relevant forms to Registrar of the Companies and to do such acts and deeds that may be required to give effect to the above resolution.”

To approve capital raising by way of issuance of equity shares and/or equity linked securities by way of Private Offerings, Qualified Institutions Placement(s) and/or any combination thereof or any other method as may be permitted under applicable:

  1. To consider and, if thought fit, to give assent or dissent, with or without modification(s), to the following resolution as a Special Resolution :

" RESOLVED THAT pursuant to Sections 23, 41, 42, 62(1)(c), 71, 179 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014), and other applicable rules, if any, made under the Companies Act, 2013, each including any amendment(s), statutory modification(s), or reenactment(s) thereof for the time being in force (the " Act ") and pursuant to enabling provisions of the Memorandum of Association and Articles of Association of the Company, as altered from time to time (“ MoA

MANAKSIA COATED METALS & INDUSTRIES LIMITED

Regd. Office: 8/1 Lal Bazar Street, Bikaner Building, 3[rd] Floor, Kolkata- 700 001 Phone No.: 91-33-22435053; Email: [email protected];

Website: www.manaksiacoatedmetals.com Corporate Identity Number: L27100WB2010PLC144409

and “ AoA ”), in terms of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (" SEBI ICDR Regulations "), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“ Listing Regulations ”) and the Foreign Exchange Management Act, 1999 including any amendment(s), statutory modification(s), variation(s) or re-enactment(s) thereof, or the rules, regulations, circulars or notifications issued thereunder, including the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019, and the Foreign Exchange Management (Transfer or Issue of any Foreign Security) Regulations, 2004, Foreign Exchange Management (Mode of Payment and Reporting of Non debt Instruments) Regulations, 2019, the Consolidated FDI Policy issued by the Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India from time to time, the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993, the Depository Receipts Scheme, 2014 each as amended; the listing agreements entered into by the Company with the stock exchanges where the equity shares of the Company are listed (“ Stock Exchanges ”, and such equity shares, the “ Equity Shares ”); and any other provisions of applicable law (including all other applicable statutes, clarifications, rules, regulations, circulars, notifications, and guidelines issued by the Government of India (“ GoI ”), Ministry of Corporate Affairs (“ MCA ”), Registrar of Companies, West Bengal at Kolkata, (" ROC "), Reserve Bank of India (“ RBI ”), Securities and Exchange Board of India (“ SEBI ”), Stock Exchanges, and such other statutory / regulatory authorities), and subject to all approvals, permissions, consents, and / or sanctions as may be necessary or required from SEBI, the Stock Exchanges, RBI, MCA, GoI, or any other concerned statutory / regulatory authority, and subject to such terms, conditions, or modifications as may be prescribed or imposed while granting such approvals, permissions, consents, and / or sanctions by any of the aforesaid authorities, which will be considered by the board of directors of the Company (" Board "), which term shall include any committee/fund raising committee which the Board may have constituted or may hereinafter constitute to exercise its powers, including the powers conferred by this resolution), approval of the members of the Company be and is hereby accorded to the Board and the Board be and is hereby authorised to offer, issue, and allot (including with provisions for reservations on firm and / or competitive basis, or such part of the issue and for such categories of persons as may be permitted) any instrument or security, including Equity Shares, fully / partly convertible debentures, warrants (collectively, the “ Securities ”), or any combination of Securities, to all or any such investors, jointly and / or severally, that may be permitted to invest in such issuance of Securities, including resident or non—resident / foreign investors (whether institutions and / or incorporated bodies and / or trusts or otherwise) / foreign portfolio investors / mutual funds / pension funds / venture capital funds / banks / alternate investment funds / Indian and / or multilateral financial institutions / insurance companies / any other qualified institutional buyers as defined under the SEBI ICDR Regulations (“ QIBs ”) / any other category of persons or entities who are authorised to invest in the Securities in terms of applicable law, as may be deemed appropriate by the Board in its absolute discretion and whether or not such investors are members of the Company, for cash, in one or more tranches, with or without a green shoe option, to raise funds for an aggregate consideration of up to Rs. 350 Crores only (Rupees Three Hundred and Fifty Crores), through a public issue, or a private placement (including one or more qualified institutions placements (“ QIP ”) in accordance with the applicable provisions of the Companies Act and the SEBI ICDR Regulations, or through any other permissible mode and / or combination thereof as may be considered appropriate, to be to be subscribed to in Indian and / or any foreign currency by all eligible investors, through the issuance of an offer document / letter / circular / placement document, as permitted under applicable laws and regulations, at such price (including at a discount or premium to market price or prices permitted under applicable law), in such manner, and on such terms and conditions as may be deemed appropriate by the Board in its absolute discretion, including the discretion to determine to whom the offer, issue and allotment of Securities shall be made to the exclusion of others (including allotment to stabilizing agent in terms of green shoe option, if any, exercised by the Company); making of calls and manner of appropriation of application money or call money, in respect of different class(es) of investors and / or in respect of different Securities; number of securities to be issued; face value; number of Equity Shares to be issued and allotted on conversion / redemption / extinguishment of debt(s); rights attached to the warrants; period of conversion; fixing of record date; and / or book closure dates subject to the applicable laws considering the prevailing market conditions and / or other relevant factors, and wherever necessary, in consultation with the lead managers and / or other advisors appointed.

MANAKSIA COATED METALS & INDUSTRIES LIMITED Regd. Office: 8/1 Lal Bazar Street, Bikaner Building, 3[rd] Floor, Kolkata- 700 001 Phone No.: 91-33-22435053; Email: [email protected];

Website: www.manaksiacoatedmetals.com Corporate Identity Number: L27100WB2010PLC144409

RESOLVED FURTHER THAT the relevant date for the purpose of pricing the Securities shall be :

  • (i) In case of allotment of Equity Shares, the date of the meeting at which the Board decides to open the issue, subsequent to receipt of approval from the members of the Company, in terms of applicable law, and/or;

  • (ii) In case of allotment of eligible convertible securities (as defined under the SEBI ICDR Regulations), either the date of the meeting at which the Board decides to open the issue of such convertible securities or the date on which the holders of such convertible securities become entitled to apply for the Equity Shares, as determined by the Board.

RESOLVED FURTHER THAT in case of an issue and allotment of Securities by way of a QIP to QIBs in terms of Chapter VI of the SEBI ICDR Regulations (hereinafter referred to as “ Eligible Securities ” within the meaning rendered to such term under Regulation 171(a) of SEBI ICDR Regulations): -

  • (i) The allotment of Eligible Securities shall only be made to successful eligible qualified institutional buyers as defined in the SEBI ICDR Regulations;

  • (ii) the Eligible Securities to be so created, offered, issued and allotted, shall be subject to the provisions of the memorandum and articles of association of the Company;

  • (iii) QIP to be undertaken pursuant to the special resolution passed at meeting of the shareholders of the Company;

  • (iv) the allotment of the Securities shall be completed within 365 days from the date of passing of the special resolution by the members of the Company or such other time as may be allowed under the Companies Act, 2013 or SEBI ICDR Regulations and other relevant laws/guidelines, from time to time;

  • (v) the Equity Shares to be offered, issued, and allotted shall be subject to the provisions of the memorandum of association and articles of association of the Company and shall rank pari-passu in all respects with the existing Equity Shares including with respect to entitlement to dividend with the existing Equity Shares of the Company;

  • (vi) the Eligible Securities under the QIP shall be issued in dematerialized form and shall be allotted as fully paid-up securities;

  • (vii) The Equity Shares which are proposed to be allotted through QIP have been listed on a stock exchange for a period of at least one year, prior to the date of issuance of notice to its shareholders for convening the meeting to pass the special resolution;

  • (viii) the issuance of the Securities by way of the QIP shall be made at such price that is not less than the price determined in accordance with the pricing formula provided under Regulation 176(1) of the SEBI ICDR Regulations (“ QIP Floor Price ”), and the price determined for the QIP shall be subject to appropriate adjustments as per the provisions of the SEBI ICDR Regulations, as may be applicable. However, the Board or a duly constituted fund-raising committee, at its absolute discretion, may offer a discount of not more than 5% or such other percentage as may be permitted under applicable law on the QIP Floor Price;

  • (ix) no single allottee shall be allotted more than 50% of the issue size and the minimum number of allottees shall be in accordance with the SEBI ICDR Regulations;

  • (x) The Company shall not undertake any subsequent QIP until the expiry of two weeks or such other time as may be prescribed by the SEBI, from the date of QIP to be undertaken pursuant to this Special Resolution;

  • (xi) In accordance with Regulation 179 of the SEBI ICDR Regulations, a minimum of 10% of the Eligible Securities shall be allotted to mutual funds and if mutual funds do not subscribe to the aforesaid minimum percentage or part thereof, such minimum portion may be allotted to other QIBs;

MANAKSIA COATED METALS & INDUSTRIES LIMITED Regd. Office: 8/1 Lal Bazar Street, Bikaner Building, 3[rd] Floor, Kolkata- 700 001 Phone No.: 91-33-22435053; Email: [email protected];

Website: www.manaksiacoatedmetals.com Corporate Identity Number: L27100WB2010PLC144409

  • (xii) The allotment shall not be made, either directly or indirectly, to any QIB who is a promoter, or any person related to the promoters of the Company;

  • (xiii) No single allottee shall be allotted more than 50% of the proposed issue size and the minimum number of allottees shall be in accordance with the SEBI ICDR Regulations. It is clarified that QIBs belonging to the same group or who are under same control shall be deemed to be a single allottee;

  • (xiv) The tenure of the convertible or exchangeable Eligible Securities issued through the QIP shall not exceed sixty months from the date of allotment;

  • (xvi) The schedule of the QIP will be as determined by the Board or its duly authorized committee; and

  • (xvii) The detailed terms and conditions for the offer will be determined in consultation with the advisors, lead manager/ Lead Manager and such other authority or authorities as may be required, considering the prevailing market conditions and other regulatory requirements.”

RESOLVED FURTHER THAT , without prejudice to the generality of the above, the Securities may have such features and attributes or any terms or combination of terms in accordance with domestic and international practices to provide for the tradability and free transferability thereof as per prevailing practices and regulations in the capital markets and the Board be and is hereby authorised, in its absolute discretion, in such manner as it may deem fit, to dispose of such of the Securities that are not subscribed to.

RESOLVED FURTHER THAT , without prejudice to the generality of the above and subject to applicable laws, the Board or a committee thereof, in consultation with the Lead Manager(s), advisors and/or other intermediaries as may be appointed in relation to the Issue, be and is hereby authorised to do such acts, deeds, and things, in its absolute discretion, as it deems necessary or desirable in connection with offering, issuing, and allotting the Securities, and to give effect to these resolutions, including, without limitation, the following:

  • (a) offer, issue and allot all / any of the Securities, subject to such terms and conditions, as the Board may deem fit and proper in its absolute discretion;

  • (b) determining the terms and conditions of the issuance, including among other things, (a) terms for issuance of additional Securities and for disposal of Securities which are not subscribed to by issuing them to banks / financial institutions / mutual funds or otherwise, (b) terms as are provided in domestic offerings of this nature, and (c) terms and conditions in connection with payment of interest, dividend, voting rights, premium and redemption or early redemption, conversion into Equity Shares, pricing, variation of the price or period of conversion, and / or finalizing the objects of the issuance and the monitoring of the same;

  • (c) approve, finalise, and execute any preliminary as well as final offer document (including, among other things, any draft offer document, offering circular, registration statement, prospectus, placement document, private placement offer letter, letter of offer, and / or other letter or circular), and to approve and finalise any bid cum application form, abridged letter of offer, notices, including any advertisements and other documents or any term sheets or any other ancillary documents in this regard;

  • (d) decide the form, terms and timing of the issue(s) / offering(s), Securities to be issued and allotted, class of investors to whom Securities are to be offered, issued and allotted, number of Equity Shares to be issued and allotted in each tranche;

  • (e) issue and allot such number of Equity Shares, as may be required to be issued and allotted, upon conversion of any Securities, or as may be necessary in accordance with the terms of the issuance all such Equity Shares ranking pari passu with the existing Equity Shares in all respects;

  • (f) approve, finalise, execute, and amend agreements and documents, including, any number of powers of attorney, lock-up letters, agreements in connection with the creation of any security, and agreements in

MANAKSIA COATED METALS & INDUSTRIES LIMITED

Regd. Office: 8/1 Lal Bazar Street, Bikaner Building, 3[rd] Floor, Kolkata- 700 001 Phone No.: 91-33-22435053; Email: [email protected]; Website: www.manaksiacoatedmetals.com Corporate Identity Number: L27100WB2010PLC144409

connection with the appointment of any intermediaries and / or advisors, (including for underwriting, marketing, listing, trading, appointment of lead manager(s) / merchant banker(s), legal counsel, depository(ies), banker(s), advisor(s), registrar(s), trustee(s), and other intermediaries as required), and to pay any fees, commission, costs, charges and other expenses in connection therewith;

  • (g) provide such declarations, affidavits, certificates, consents and / or authorities as required from time to time;

  • (h) seek any consents and approvals, including, among others, the consent from the Company’s lenders, customers, vendors, parties with whom the Company has entered into agreements, and from concerned statutory and regulatory authorities;

  • (i) file requisite documents with the SEBI, Stock Exchanges, the GoI, the RBI, and any other statutory and / or regulatory authorities, and any amendments, supplements or additional documents in relation thereto, as may be required;

  • (j) seeking the listing of the Securities on any stock exchange(s), submitting the listing application to such stock exchange(s) and taking all actions that may be necessary in connection with obtaining such listing approvals (both in-principle and final listing and trading approvals);

  • (k) open one or more bank accounts in the name of the Company, as may be required, subject to requisite approvals, if any, and to give such instructions including closure thereof as may be required and deemed appropriate by the Board;

  • (l) approving the issue price and finalize allocation and the basis of allotment of the Securities on the basis of the bids / applications and oversubscription thereof as received, where applicable;

  • (m) acceptance and appropriation of the proceeds of the issue of the Securities;

  • (o) further authorise and empower any fund raising committee/ or any other committee and / or director(s) and / or officer(s) of the Company, to execute and deliver, for and on behalf of the Company, any and all other documents or instruments and doing or causing to be done any and all acts or things as the committee / director(s) / officer(s) may deem necessary, appropriate or advisable in order to carry out the purposes and intent of the foregoing, or in connection with the issuance of Securities, and any documents or instruments so executed and delivered or acts and things done or caused to be done by the committee / director(s) / officer(s) shall be conclusive evidence of the authority of the committee / director(s) / officer(s) and the Company in doing so; and

  • (p) do all such incidental and ancillary acts and things as may be deemed necessary, and to give such directions that may be necessary or settle any issues, questions, difficulties or doubts that may arise in regard to or in connection with any matter(s) referred to or contemplated in any of the foregoing resolutions and the members of the Company shall be deemed to have given their approval thereto expressly by the authority of this resolution and all actions taken by the Board in connection with any matter(s) referred to or contemplated in any of the foregoing resolutions are hereby approved, ratified and confirmed in all respects."

MANAKSIA COATED METALS & INDUSTRIES LIMITED Regd. Office: 8/1 Lal Bazar Street, Bikaner Building, 3[rd] Floor, Kolkata- 700 001 Phone No.: 91-33-22435053; Email: [email protected];

Website: www.manaksiacoatedmetals.com Corporate Identity Number: L27100WB2010PLC144409

RESOLVED FURTHER THAT all actions taken in connection with any matter referred to or contemplated in any of the foregoing resolutions are hereby approved, ratified and confirmed in all respects.”

By the order of Board of Directors

Date: October 27, 2025 For Manaksia Coated Metals & Industries Limited Place: Kolkata

Shruti Agarwal Company Secretary & Compliance Officer Membership No: FCS12124

Registered office:

8/1, Lal Bazar Street, Bikaner Building, 3rd Floor, Kolkata – 700 001, India Email: [email protected]

Website: https://www.manaksiacoatedmetals.com CIN: L27100WB2010PLC144409

NOTES & INSTRUCTIONS:

  1. The explanatory statement pursuant to Section 102 read with Section 110 of the Companies Act read together with Rule 22 of the Companies (Management and Administration) Rules, 2014 and other applicable provisions, setting out material facts and reasons in relation to the proposed special business Items No.1 and 2 forms part of this Postal Ballot Notice.

  2. In compliance with the General Circular No. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 09/2024 dated September 19, 2024 and subsequent circulars issued in this regard, the latest being 03/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs (“ MCA (hereinafter collectively referred to as “ MCA Circulars ”), this Postal Ballot Notice is being sent only through electronic mode to all the members, whose names appear in the register of members/ list of beneficial owners as received from National Securities Depository Limited (“ NSDL ”)/ Central Depository Services (India) Limited (“ CDSL ”) on October 24,2025 (“ the Cut-off date ”), which will be considered for the purposes of voting.

  3. Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI Listing Regulations (as amended), and MCA Circulars, the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted through this Notice. For this purpose, the Company has entered into an agreement with NSDL for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting will be provided by NSDL.

  4. In line with MCA Circulars, the Notice has also been placed on Company’s website https://www.manaksiacoatedmetals.com/, website of at, websites of stock exchange i.e., www.bseindia.com and www.nseindia.com.

  5. The voting rights of the members shall be in proportion to their share in the paid-up equity share capital of the Company as on date October 24, 2025. Only those Members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date will be entitled to cast their votes by remote e-voting. A person who is not a Member as on the Cut-off date should treat this Postal Ballot Notice for information purposes only.

  6. Facility to exercise vote by Postal Ballot by voting through electronic means will be available during the following period :

MANAKSIA COATED METALS & INDUSTRIES LIMITED

Regd. Office: 8/1 Lal Bazar Street, Bikaner Building, 3[rd] Floor, Kolkata- 700 001 Phone No.: 91-33-22435053; Email: [email protected]; Website: www.manaksiacoatedmetals.com Corporate Identity Number: L27100WB2010PLC144409

I Commencement of e-Voting October 29, 2025
Ii Conclusion of e-Voting November 27, 2025
(both days inclusive)

The facility for voting through electronic means will be disabled for voting by NSDL upon expiry of the aforesaid voting period.

  1. Members holding shares in physical mode and who have not updated their email addresses with the Company are requested to update their email addresses by writing to the Company at [email protected] and the RTA at [email protected]]along with the copy of the signed request letter mentioning the name and address of the Member, self-attested copy of the PAN card, and self-attested copy of any document (e.g.: Driving License, Election Identity Card, Passport) in support of the address of the Member. Members holding shares in dematerialised mode are requested to register the e-mail address, Members may write to [email protected].

  2. Mr. S. Sarweswara Reddy, Practising Company Secretary (Membership No. F12619) has been appointed as the scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.

  3. The results of the Postal Ballot/E-voting shall be declared within 2 (two) working days from the conclusion of remote e-voting. The result will be announced by the Chairperson or Company Secretary of the Company at the Registered Office of the Company at 8/1, Lal Bazar Street, Bikaner Building, 3rd Floor, Kolkata – 700 001, India.

  4. The results declared along with scrutinizer’s report shall be placed on the Company's website i.e. www.manaksiacoatedmetals.com besides being communicated to the Stock Exchanges and Registrar and Share Transfer Agent. The resolutions, if passed by the requisite majority, shall be deemed to have been passed on the last date specified for remote e-voting i.e., November 27, 2025.

  5. All documents referred to in the Notice and the Explanatory Statement shall be made available for inspection by the Members of the Company, without payment of fees upto and including the date of declaration of results of Postal Ballot. Members desirous of inspecting the same may send their requests at [email protected] from their registered e-mail addresses mentioning their names and folio numbers/demat account numbers.

  6. Members holding shares in physical form: to the Company's RTA, in prescribed Form ISR - 1 and other forms as per instructions mentioned in the form. The Company has already sent requisite communication to the members for furnishing these details. The formats can be downloaded from the Company's website at www.manaksiacoatedmetals.com

Instructions for Members for Remote e-Voting are as under: Voting through electronic means

In terms of the Securities and Exchange Board of India circular No. SEBI/HO/CFD/PoD2/CIR/P/015 dated November 11, 2024 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants.

Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility. Shareholders are advised to update their mobile number and email ID with their DPs in order to access e-Voting facility.

MANAKSIA COATED METALS & INDUSTRIES LIMITED Regd. Office: 8/1 Lal Bazar Street, Bikaner Building, 3[rd] Floor, Kolkata- 700 001 Phone No.: 91-33-22435053; Email: [email protected]; Website: www.manaksiacoatedmetals.com Corporate Identity Number: L27100WB2010PLC144409

Pursuant to provisions of section 108 and any other applicable provisions of the Companies Act, 2013, if any, read with Rule 20 of the Companies (Management & Administration) Amendment Rules, 2015, and Regulation 44(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company is pleased to provide its members with the facility of “remote evoting” (e-voting), to enable them to cast their votes electronically. The Company has entered into an agreement with NSDL for facilitating e-voting to enable all its Shareholders to cast their vote electronically.

The voting period begins on Wednesday, October 29, 2025 at Time 9.00 a.m. and ends on Thursday, November 27, 2025 at Time 5.00 p.m. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of October 24, 2025 may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below :

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting for Individual shareholders holding securities in demat mode - In terms of SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are - advised to update their mobile number and email Id in their demat accounts in order to access e Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below :

Type of shareholders Login Method
Individual Shareholders holding
securities in demat mode with
NSDL.
1. For
OTP
based
login
you
can
click
onhttps://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp.
You will have to enter your 8-digit DP ID,8-digit Client Id, PAN
No., Verification code and generate OTP. Enter the OTP received
on registered email id/mobile number and click on login. After
successful authentication, you will be redirected to NSDL
Depository site wherein you can see e-Voting page. Click on
company name ore-Voting service provider i.e. NSDLand you
will be redirected to e-Voting website of NSDL for casting your
vote during the remote e-Voting period.
2. ExistingIDeASuser can visit the e-Services website of NSDL Viz.
https://eservices.nsdl.com either on a Personal Computer or on a
mobile. On the e-Services home page click on the “Beneficial
Owner”icon under“Login”which is available under‘IDeAS’
section , this will prompt you to enter your existing User ID and
Password. After successful authentication, you will be able to see
e-Votingservices under Value added services. Click on“Access to

MANAKSIA COATED METALS & INDUSTRIES LIMITED

Regd. Office: 8/1 Lal Bazar Street, Bikaner Building, 3[rd] Floor, Kolkata- 700 001 Phone No.: 91-33-22435053; Email: [email protected]; Website: www.manaksiacoatedmetals.com Corporate Identity Number: L27100WB2010PLC144409

e-Voting” under e-Voting services and you will be able to see e- Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

  1. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

  2. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or eVoting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

  3. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

==> picture [201 x 116] intentionally omitted <==

Individual Shareholders holding securities in demat mode with CDSL

  1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

  2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.

MANAKSIA COATED METALS & INDUSTRIES LIMITED

Regd. Office: 8/1 Lal Bazar Street, Bikaner Building, 3[rd] Floor, Kolkata- 700 001 Phone No.: 91-33-22435053; Email: [email protected];

Website: www.manaksiacoatedmetals.com

Corporate Identity Number: L27100WB2010PLC144409

3. If the user is not registered for Easi/Easiest, option to register is
available at CDSL websitewww.cdslindia.comand click on login
& New System Myeasi Tab and then click on registration option.
4. Alternatively, the user can directly access e-Voting page by
providing Demat Account Number and PAN No. from a e-Voting
link available onwww.cdslindia.com home page. The system will
authenticate the user by sending OTP on registered Mobile & Email
as recorded in the Demat Account. After successful authentication,
user will be able to see the e-Voting option where the evoting is in
progress and also able to directly access the system of all e-Voting
Service Providers.
Individual Shareholders
(holding securities in demat
mode) login through their
depository participants
You can also login using the login credentials of your demat account through
your Depository Participant registered with NSDL/CDSL for e-Voting
facility. upon logging in, you will be able to see e-Voting option. Click on e-
Voting option, you will be redirected to NSDL/CDSL Depository site after
successful authentication, wherein you can see e-Voting feature. Click on
company name or e-Voting service provider i.e. NSDL and you will be
redirected to e-Voting website of NSDL for casting your vote during the
remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type Helpdesk details
Individual
Shareholders
holding
securities in demat mode with NSDL
Members facing any technical issue in login can contact
NSDL helpdesk by sending a request [email protected]
or call at 022-4886 7000
Individual Shareholders holding
securities in demat mode with CDSL
Members facing any technical issue in login can contact
CDSL helpdesk by sending a request at
[email protected] contact at toll free no.
1800-21-09911

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

MANAKSIA COATED METALS & INDUSTRIES LIMITED

Regd. Office: 8/1 Lal Bazar Street, Bikaner Building, 3[rd] Floor, Kolkata- 700 001 Phone No.: 91-33-22435053; Email: [email protected];

Website: www.manaksiacoatedmetals.com Corporate Identity Number: L27100WB2010PLC144409

1.
2.
3.
4.
5.
**6. **
Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
Once the home page of e-Voting system is launched, click on the icon “Login” which is
available under ‘Shareholder/Member’ section.
A new screen will open. You will have to enter your User ID, your Password/OTP and a
Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at
https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices
after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your
vote electronically.
Your User ID details aregiven below :
Manner of holding shares i.e. Demat
(NSDL orCDSL) or Physical
Your User ID is:
a) For Members who hold shares in demat
account with NSDL.
8 Character DP ID followed by 8 Digit Client
ID
For example if your DP ID is IN300 and
Client ID is 12
then your user ID is
IN300
12**.
b) For Members who hold shares in demat
account with CDSL.
16 Digit Beneficiary ID
For example if your Beneficiary ID is
12
** then your user ID is
12
**
c) For Members holding shares in Physical
Form.
EVEN Number followed by Folio Number
registered with the company
For example if folio number is 001
and
EVEN is 101456 then user ID is 101456001

Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to
login and cast your vote.**
  • b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

  • c) How to retrieve your ‘initial password’? (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

  • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

MANAKSIA COATED METALS & INDUSTRIES LIMITED

Regd. Office: 8/1 Lal Bazar Street, Bikaner Building, 3[rd] Floor, Kolkata- 700 001 Phone No.: 91-33-22435053; Email: [email protected]; Website: www.manaksiacoatedmetals.com Corporate Identity Number: L27100WB2010PLC144409

7. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password: a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com. b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com. c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL. 8. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box. 9. Now, you will have to click on “Login” button. 10. After you click on the “Login” button, Home page of e-Voting will open. - Step 2 : Cast your vote electronically on NSDL e Voting system. - How to cast your vote electronically on NSDL e Voting system? 1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle. 2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period. 3. Now you are ready for e-Voting as the Voting page opens. 4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted. 5. Upon confirmation, the message “Vote cast successfully” will be displayed. 6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page. 7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote. General Guidelines for shareholders 1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login. 2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password. 3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 or send a request to Mr. Pritam Dutta, Assistant Manager at [email protected] / [email protected]

MANAKSIA COATED METALS & INDUSTRIES LIMITED

Regd. Office: 8/1 Lal Bazar Street, Bikaner Building, 3[rd] Floor, Kolkata- 700 001 Phone No.: 91-33-22435053; Email: [email protected]; Website: www.manaksiacoatedmetals.com Corporate Identity Number: L27100WB2010PLC144409

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

  1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected]

  2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected] . If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode .

  3. Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

  4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to -

update their mobile number and email ID correctly in their demat account in order to access e Voting facility.

MANAKSIA COATED METALS & INDUSTRIES LIMITED Regd. Office: 8/1 Lal Bazar Street, Bikaner Building, 3[rd] Floor, Kolkata- 700 001 Phone No.: 91-33-22435053; Email: [email protected]; Website: www.manaksiacoatedmetals.com Corporate Identity Number: L27100WB2010PLC144409

MANAKSIA COATED METALS & INDUSTRIES LIMITED

Regd. Office: 8/1 Lal Bazar Street, Bikaner Building, 3[rd] Floor, Kolkata- 700 001 Phone No.: 91-33-22435053; Email: [email protected];

Website: www.manaksiacoatedmetals.com Corporate Identity Number: L27100WB2010PLC144409

EXPLANATORY STATEMENT

(Pursuant to the provisions of section 102 of the Companies Act, 2013 & Rules framed thereunder)

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) READ WITH SECTION 110 OF THE COMPANIES ACT,2013 READ WITH RULE 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014, AS AMENDED FROM TIME TO TIME.

As required by Section 102 of the Companies Act, 2013, The following Statement sets out all material facts relating to the Special Business (Item No.1 and 2) mentioned in the Notice of Postal Ballot :

Item No.1:

In order to accommodate the proposal for issuance of securities through permissible means, the Board of Directors at their meeting held on October 27, 2025 have decided to increase the existing Authorized Share Capital from Rs. 12,50,00,000 /- (Rupees Twelve Crores Fifty Lakhs Only) divided into 12,50,00,000 (Twelve Crores Fifty Lakhs Only) Equity shares of 1/- (Rupee One Only) to Rs. 16,00,00,000 (Rupees Sixteen Crores Only) divided into 16,00,00,000 (Sixteen Crores Only) equity shares of Rs.1/- (Rupee One only) each. The aforesaid increase in the Authorized Share Capital will require the amendment of the Capital Clause of the Memorandum of Association.

The Board recommends the Ordinary Resolution as set out at Item No.1 of the Notice for approval of the shareholders for increase in authorised share capital.

In terms of Section 102(1) of the Companies Act, 2013, none of the Directors and Key Managerial Personnel of the Company or their relatives is directly or indirectly concerned or interested, financially or otherwise, in this resolution, except to the extent of their shareholding, if any, in the Company

Item No.2:

The Company has been exploring opportunities for its business growth and continues to evaluate various avenues for organic and inorganic expansion. Towards this, the Company shall require capital for achieving such growth and expansion. The generation of internal funds may not always be adequate to meet all the requirements of the Company’s growth plans. Accordingly, subject to compliance with applicable law, the Company proposes to raise capital for the purpose of funding the growth and expansion of its business including repayment of its debt/ other borrowings, capital expenditure and general corporate purposes and / or any other purposes, as may be permissible under applicable law, provided that the amount to be utilised for general corporate purposes alone shall not exceed 25% of the gross proceeds of the Issue.

The Company proposes to utilize the proceeds from the offering (after adjustment of expenses related to the offering, if any) at various stages for one or more, or any combination of the following: (i) repayment and/or prepayment of certain borrowings/ finance facilities (including both fund-based and non-fund-based borrowings); (ii) capital expenditure towards purchase of plant and machinery and (iii) general corporate purposes and as may be decided by the Board and/or Fund Raising Committee or its duly constituted committee thereof. The proposed/actual utilization/deployment of proceeds will be in the manner and as determined by the Board and/or Fund-Raising Committee and as will be disclosed in the relevant issue documents in accordance with applicable laws.

While the amounts proposed to be utilised against each of the objects will be specified in the relevant issue document, there may be a deviation of +/- 10% depending upon future circumstances, in terms of NSE notice No. NSE/ CML/2022/56 and BSE notice No. 20221213-47 each dated December 13, 2022, as the objects are based on management estimates and other commercial and technical factors. Accordingly, the same is

MANAKSIA COATED METALS & INDUSTRIES LIMITED

Regd. Office: 8/1 Lal Bazar Street, Bikaner Building, 3[rd] Floor, Kolkata- 700 001 Phone No.: 91-33-22435053; Email: [email protected]; Website: www.manaksiacoatedmetals.com Corporate Identity Number: L27100WB2010PLC144409

dependent on a variety of factors such as financial, market and sectoral conditions, business performance and strategy, competition and other external factors, which may not be within the control of the Company and may result in modifications to the proposed schedule for utilisation of the Net Proceeds at the discretion of the Board or Fund Raising Committee or its duly constituted committee, subject to compliance with applicable laws.

Accordingly, as approved by the board of directors of the Company (“ Board ”) at their meeting held on October 27, 2025 and in order to fulfill the aforesaid objects of the Company, it is hereby proposed to have an enabling approval for raising funds by way of issuance of equity shares of face value Rs. 1 each (“ Equity Shares ”), and / or other securities convertible into Equity Shares (including warrants, or otherwise), (collectively referred to as “ Securities ”) or any combination thereof, in one or more tranches, in terms of the applicable regulations and as permitted under the applicable laws, in such manner in consultation with the LM and/or other advisor(s) or otherwise, for an aggregate amount up to Rs. 350 crores only (Rupees Three Hundred and Fifty Crores Only) or an equivalent amount thereof (inclusive of such premium as may be fixed on such Securities) at such price or prices as may be permissible under applicable law by way of one or more qualified institutions placement (“ QIP ”) in accordance with the provisions of Chapter VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (including any amendment, modification, variation or re-enactment thereof) (“ SEBI ICDR Regulations” ). The issue of Securities may be at such price, whether at prevailing market price(s) or at a premium or discount to market price as may be permitted under applicable law and to such classes of investors as the Board (including any duly authorized committee thereof) may in its absolute discretion decide, having due regard to the prevailing market conditions and any other relevant factors and wherever necessary, in consultation with LM and other agencies that may be appointed by the Company, subject to the SEBI ICDR Regulations, Companies Act, 2013 and other applicable guidelines, notifications, rules and regulations.

The Board (including any duly authorized committee thereof) may at their discretion adopt any one or more of the mechanisms prescribed above to meet its objectives as stated in the aforesaid paragraphs without the need for fresh approval from the members of the Company. The proposed issue of capital is subject to, inter alia, the applicable statutes, rules, regulations, guidelines, notifications, circulars and clarifications, as amended from time to time, issued by the Securities and Exchange Board of India, the BSE and National Stock Exchange (“ Stock Exchanges ”), Reserve Bank of India, Ministry of Corporate Affairs, Government of India, Registrar of Companies, West Bengal at Kolkata, to the extent applicable, and any other approvals, permits, consents and sanctions of any regulatory/ statutory authorities and guidelines and clarifications issued thereon from time to time.

The Issue is made through a qualified institutions placement shall be undertaken in terms of the SEBI ICDR Regulations as follows:

  1. the allotment of Securities shall only be made to qualified institutional buyers (“ QIB s”) as defined under SEBI ICDR Regulations;

  2. the allotment of the Securities shall be completed within 365 days from the date of passing of the special resolution in accordance with the SEBI ICDR Regulations and applicable laws;

  3. a minimum of 10% of the Securities shall be allotted to mutual funds and if mutual funds do not subscribe to the aforesaid minimum percentage or part thereof, such minimum portion may be allotted to other QIBs;

  4. the “relevant date” for the purposes of pricing of the Securities to be issued and allotted in the proposed QIP shall be the date of the meeting in which the Board or a duly authorised committee decides to open the proposed QIP of equity shares as eligible securities; and in case eligible securities are eligible convertible securities, then either the date of the meeting in which the Board or a duly authorized committee of the Board decides to open the proposed issue or the date on which the holders of such eligible convertible securities become entitled to apply for the equity shares as provided under the SEBI ICDR Regulations;

  5. the Equity Shares of the same class, which are proposed to be allotted through qualified institutions placement or pursuant to conversion or exchange of eligible securities offered through qualified

MANAKSIA COATED METALS & INDUSTRIES LIMITED Regd. Office: 8/1 Lal Bazar Street, Bikaner Building, 3[rd] Floor, Kolkata- 700 001 Phone No.: 91-33-22435053; Email: [email protected];

Website: www.manaksiacoatedmetals.com Corporate Identity Number: L27100WB2010PLC144409

institutions placement, have been listed on a stock exchange for a period of at least one year prior to the date of issuance of notice to its shareholders for convening the meeting to pass the special resolution;

  1. An issuer shall be eligible to make a qualified institutions placement if any of its promoters or directors is not a fugitive economic offender;

  2. no single allottee shall be allotted more than 50% of the QIP size and the minimum number of allottees shall be in accordance with the SEBI ICDR Regulations. It is clarified that qualified institutional buyers belonging to the same group or who are under same control shall be deemed to be a single allottee;

  3. the Securities to be offered and allotted shall be in dematerialized form and shall be allotted on fully paid up basis;

  4. issue of Equity Shares to be made by way of a QIP in terms of Chapter VI of the SEBI ICDR Regulations shall be at such price which is not less than the price determined in accordance with the pricing formula provided under Chapter VI of the SEBI ICDR Regulations (the “ QIP Floor Price ”), with the authority to the Board or the Capital Raising Committee to offer a discount of not more than 5% as permitted under SEBI ICDR Regulations on the QIP Floor Price;

  5. the Securities allotted shall not be eligible for sale by the allottee for a period of one year from the date of allotment, except on a recognized stock exchange, or except as may be permitted from time to time; and

  6. The Company shall not undertake any subsequent QIP until the expiry of two weeks from the date of the QIP to be undertaken pursuant to the special resolution passed at this meeting.

Further, Section 62(1)(c) of the Companies Act, 2013 provides that when it is proposed to increase the issued capital of a company by allotment of further equity shares, such further equity shares shall be offered to the existing members of such company and to any persons other than the existing members of the company by way of a special resolution. Since the special resolution proposed in the business of the notice may result in the issuance of Equity Shares of the Company to the existing members of the Company and to persons other than existing members of the Company, approval of the members of the Company is being sought pursuant to the provisions of Sections 23, 42, 62 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder; Chapter VI of the SEBI ICDR Regulations and in terms of the provisions of the SEBI Listing Regulations, each as amended.

In terms of Rule 14(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, a company can make a private placement of its securities under the Companies Act, 2013 only after receipt of prior approval of its members by way of a Special Resolution. Consent of the members would therefore be necessary pursuant to the aforementioned provisions of the Companies Act, 2013 read with applicable provisions of the SEBI ICDR Regulations and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended for issuance of Securities. The Equity Shares allotted pursuant to the issue shall rank in all respects pari passu with the existing Equity Shares of the Company.

The Equity Shares to be allotted would be listed on the Stock Exchanges. The offer/issue/allotment would be subject to the availability of the regulatory approvals, if any. As and when the Board or Fund Raising Committee or its duly constituted committee does take a decision on matters on which it has the discretion, necessary disclosures will be made to the Stock Exchanges as may be required under the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

The Board, accordingly, recommends passing of the resolution as set out at item no. 2 of this Notice for the approval of the members as special resolution.

MANAKSIA COATED METALS & INDUSTRIES LIMITED

Regd. Office: 8/1 Lal Bazar Street, Bikaner Building, 3[rd] Floor, Kolkata- 700 001 Phone No.: 91-33-22435053; Email: [email protected];

Website: www.manaksiacoatedmetals.com Corporate Identity Number: L27100WB2010PLC144409

In terms of Section 102(1) of the Companies Act, 2013, none of the Directors and Key Managerial Personnel of the Company or their relatives is directly or indirectly concerned or interested, financially or otherwise, in this resolution, except to the extent of their shareholding, if any, in the Company.

By order of Board of Directors

Date: October 27 , 2025 For Manaksia Coated Metals & Industries Limited Place: Kolkata

Sd/- Shruti Agarwal Company Secretary & Compliance Officer Membership No: FCS12124

Registered office: 8/1, Lal Bazar Street, Bikaner Building, 3rd Floor, Kolkata – 700 001, India Email: [email protected]: www.manaksiacoatedmetals.com CIN: L27100WB2010PLC144409