Manorama Industries Ltd

Dear Members,

Your Board of Directors are pleased to present the 20th Annual Report of the Manorama Industries Limited ("the Company"/ "Manorama") on the business and operations together with Audited Financial Statements prepared in compliance with Ind AS for the Financial Year ended March 31, 2025 and other accompanying reports, notes and certificates.

The table below depicts the financial performance (standalone and consolidated) of your Company for the financial year ended March 31, 2025 as compared to the previous financial year:

Except earnings per share

The Company has reported total revenue of C 78,940.53 lakh for the current year as compared to C 47,023.33 lakh in the previous year. The earnings before interest, taxes, depreciation and amortization (‘EBITDA') for the year and other income is C 19,105.35 lakh as compared to C 7,352.06 lakh forthepreviousyear.TheProfitafter tax for the year under review amounted to C 11,205.01 lakh in the current year as compared to C 4,010.87 lakh in the previous year.

The Company has reported total revenue of C 79,184.62 lakh during the year. The earnings before interest, taxes, depreciation and amortization (‘EBITDA') for the year is C 18,640.11 lakh. The Profit after tax for the year under review amounted to C 10,978.96 lakh.

Note: The Subsidiaries of the Company was incorporated during the Financial Year (FY) 2024-25. Hence, consolidated financials are applicable to the Company from FY 2024-25 onwards.

The Audited Financial Statements for the Financial Year ended March 31, 2025, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standard (hereinafter referred to as "Ind AS") prescribed under Section 133 of the Companies Act, 2013 (The ‘Act') and other recognized accounting practices and policies to the extent applicable. Necessary disclosures with regard to Ind-AS reporting have been made under the Notes to Financial Statements. More details on the financial statements of the Company along with various financial ratios are available in the Management Discussion & Analysis Report (‘MDAR') forming part of this Annual Report.

2) DIVIDEND & APPROPRIATIONS:

The Board of Directors is pleased to recommend a Final

Dividend of 30%, i.e., C 0.60 (Sixty paisa only) per equity share of face value C 2/- (Rupees Two only) each, for the financial year ended March 31, 2025. The dividend is proposed to be paid on 5,96,14,050 fully paid-up equity shares of the Company. This includes an increase of

15,000 equity shares arising from allotment under the

Employee Stock Option Plan (ESOP) on June 16, 2025 (previous equity share capital being 5,95,99,050 shares).

The total dividend outgo aggregates to C 357.68 lakhs, subject to approval of the shareholders at the ensuing Annual General Meeting payable to those shareholders whose name appear in the Register of Members on the

Book Closure/Record Date. This amount may be subject to change in the event of any further allotment of shares under the ESOP grant dated May 12, 2024, prior to the Record Date.

The Board of Directors of the Company had approved the Dividend Distribution Policy in line with Regulation

43A of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations") taking into account the parameters prescribed in the said Regulations. The Policy is also available on the website of the Company at https:// manoramagroup.co.in/investors-policies.

The proposed dividend payout for the financial year under review, if approved by the members of the Company, shall be in accordance with the applicable law and Company's Dividend Distribution Policy.

3) RESERVES:

Your Directors have made the following appropriations out of the standalone and consolidated profits of the Company:

Other than the above mentioned amount, your Company has not transferred any amount to General Reserves for the year ended March 31, 2025.

4) NATURE OF BUSINESS:

During the year under review, there were no changes in nature of the business of your Company.

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

Changes after the end of financial year till the date of the reporting period

1. The Board of Directors had appointed Ms. Subhaprada Nishtala (DIN: 08124635) as an Additional Director in the category of Non-Executive Independent Director in their meeting held on April 26, 2025 for the first term of five (5) consecutive years commencing from April 26, 2025 to April 25, 2030 (both days inclusive).

The same was approved by the members of the

Company through postal ballot dated June 11, 2025 and re-designated from Additional Director in the category of Non-Executive Independent Director to Independent Director in the category of Non-Executive Independent Director.

2. Mr. Ashish Bakliwal (DIN: 05149608) has completed his second term as Independent Director of the

Company on April 30, 2025.

3. The Company has allotted 15,000 equity shares to eligible employees pursuant to grant of ESOP as per MIL ESOP 2021 on June 16, 2025.

6) SHARE CAPITAL STRUCTURE AND CHANGES THEREIN:

The above details not include the 15,000 equity shares allotted on June 16, 2025 under the MIL ESOP 2021.

During the year under review, there is no change in the paid-up share capital of the Company except the above 15,000 equity shares allotted under the MIL ESOP 2021.

7) SUBSIDIARY COMPANIES, ASSOCIATES & JOINT VENTURES:

The Company has incorporated 8 (Eight) Wholly owned

Subsidiary Companies during the year. Pursuant to

Section 129(3) of the Companies Act, 2013, read with Rule 5 of Companies (Accounts) Rules, 2014 a statement containing the salient features of the Financial Statement of the subsidiary companies is attached to the Financial Statement are provided as "Annexure l" in Form AOC-1 and forms part of this

Report.

There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("the Act").

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company's website at https://manoramagroup.co.in/investors-

8) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:

All Related Party Transactions that were entered during the financial year under review were on an arm's length basis and in the ordinary course of business and is in compliance with the applicable provisions of the Companies Act, 2013 ("the Act") and SEBI Listing Regulations, details of which are set out in the Notes to Financial Statements forming part of this Annual Report.

Further, the Company has entered into any contracts/ arrangements/transactions with related parties which are material in nature in accordance with the RPT Policy of the Company. The company has not entered into any transaction which has any potential conflict with the interest of the company at large.

All Related Party Transactions are placed before the Audit

Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature or when the need for them cannot be foreseen in advance.

In line with the requirements of the Act and the Listing Regulations, the Company has also formulated a Policy on dealing with Related Party Transactions (‘RPTs') and the same is available on the website of the Company at https://manoramagroup.co.in/investors-policies.

Details of transactions with related parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in

‘Annexure lI' in Form AOC-2 and forms part of this Report.

9) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as ‘Annexure – III' and forms part of this Report.

In terms of Section 92(3) and 134(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year March 31, 2025 is available on the website of the Company at the https://manoramagroup.co.in/investors-annual-report.

The Board of the Company is comprised of eminent persons with proven competence and integrity. Besides the experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation. The Directors on the Board have a proven track record in the field of finance, taxation, accounting and management. The Directors of the Company have been appointed keeping in mind the Company's size, complexity and business.

In the opinion of the Board, all the directors, as well as the directors re-appointed during the year possess the requisite qualifications, experience and expertise and hold high standards of integrity.

During the year under review, the Board comprised of the below mentioned Ten (10) Directors:

Mr. Ashish Ramesh Saraf (DIN: 00183357) was appointed as Chairman and Executive Director in the category of Whole Time Financial Statements Director by the Board of Directors on October 23, 2024. Further, he was appointed as Managing Director for a period of 5 (Five) years with effect from October 23, 2024 to October 22, 2029. The same was approved by the members of the Company through postal ballot dated December 11, 2024.

Mrs. Vinita Ashish Saraf (DIN: 00208621) was re-designated from Chairperson & Non-Executive Non-Independent Director to Chairperson & Executive Director in the category of Whole Time Director w.e.f. July 30, 2024.

Further, Mrs. Vinita Ashish Saraf (DIN: 00208621) was re-designated from the Chairperson & Executive Director of the Company to the Vice-Chairperson & Executive Director of the Company with effect from October 23, 2024.

Mr. Gautam Kumar Pal (DIN: 07645652) resigned from the position of Managing Director of the Company w.e.f. October 23, 2024 and on the recommendation of Nomination and Remuneration Committee, the Board has approved re-designation of Mr. Gautam Kumar Pal (DIN: 07645652) as the Executive Director in the category of Whole Time Director of the Company.

Mr. Jose Vailappallil Joseph (DIN: 08540226) was appointed as a Non-Executive Independent Director of the Company for a period of Five (5) consecutive years effective from August 19, 2019. The tenure of Mr. Jose Vailappallil Joseph was due to complete on

August 18, 2024. The Board of Directors in its Meeting held on May 12, 2024 recommended to re-appoint him as an Independent Director of the Company, for a second term of 5 (Five) consecutive years commencing from August 19, 2024 to August 18, 2029. The same was approved by the members of the Company through postal ballot dated June 15, 2024.

The Board of Directors had appointed Ms. Subhaprada Nishtala (DIN: 08124635) as an Additional Director in the category of Non-Executive Independent Director in their meeting held on April 26, 2025 for the first term of five (5) consecutive years commencing from April 26, 2025 to April 25, 2030 (both days inclusive). The same was approved by the members of the Company through postal ballot dated June 11, 2025 and regularized to Independent Director in the category of Non-Executive Independent Director.

Mr. Ashish Bakliwal (DIN: 05149608) has completed his second term as Independent Director of the Company on April 30, 2025. During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the

Company, other than sitting fees, and reimbursement of expenses incurred by them for the purpose of attending meetings of the

Board/Committee of the Company. None of the Directors of the Company are disqualified as per the provision of Section 164 of the Act and the SEBI Listing Regulations.

In terms of Section 152 of the Act, Mrs. Vinita Ashish Saraf (DIN: 00208621), Whole Time Director of the Company, retires by rotation and being eligible, offers herself for re-appointment at the ensuing Annual General Meeting. The Board recommends her re-appointment for the consideration of the members of the Company at the ensuing Annual General Meeting. A brief profile along with the resolution seeking members' approval for her appointment forms part of the notice convening the ensuing Annual General Meeting.

During the year under review, the following were the Key Managerial Personal ("KMP") of the Company pursuant to the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014:

As per section 173 of the Act the Board is required to hold a minimum number of four meetings during the financial year. During the financial year 2024-25, the Board met Four (4) times viz. May 12, 2024, July 30, 2024, October 23, 2024 and January 21, 2025. The intervening gap between the Board Meetings was within the limits prescribed under the Act and the Rules made there under and as per Secretarial Standards on Board Meeting and SEBI(LODR) Regulations, 2015.

For details of meetings of the Board and attendance, please refer to the Corporate Governance Report ‘Annexure IV', which forms a part of this Report.

The Board has formed various Committees as required under the Act and the Listing Regulations and any amendments made thereto. Detailed report on terms of reference, composition of Committees, number of meetings held during the year are provided in Corporate Governance Report as ‘Annexure IV' forming part of this Annual Report.

There has been no instance where the Board has not accepted any of the recommendations of the Audit

Committee.

The Board of Company at their meeting held on June 29,

2020 constituted a Committee with the name as "Finance and Operations Committee" to carry conveniently the increased finance, banking and operations of the Company. The composition of the Committee is as follows: 1. Mr. Gautam Kumar Pal - Chairman 2. Mr. Ashish Ramesh Saraf - Member 3. Mr. Shrey Ashish Saraf Member 4. Mr. Ashok Jain - Member The Terms and References of Finance and Operations Committee is as follows:

1. Review the Company's financial policies, banking arrangements, working capital and cash flow management and make such reports and recommendations to the Board with respect thereto as it may deem advisable.

2. Exercise all powers to borrow monies (otherwise than by issue of debentures or preference shares) within the limits approved by the Board and taking necessary actions connected therewith including refinancing for optimisation of borrowing costs.

3. Giving of guarantees/issuing letters of comfort/ providing securities within the limits approved by the

Board.

4. Borrow monies by way of loan for the purpose of refinancing the existing debt, capital expenditure, general corporate purposes including working capital requirements and possible strategic investments within the limits approved by the Board.

5. Provide corporate guarantee/performance guarantee by the Company within the limits approved by the

Board.

6. Approve opening, closure, change of signatories and operation of current accounts with banks.

7. Carry out any other function as mandatedbythe managing

Board from time to time and/or enforced by any statutory notification, amendment or modification as may be applicable.

8. Other transactions or financial issues that the Board may desire to have reviewed by the Finance and

Operations Committee.

9. Delegate authorities from time to time to the executives/ authorized persons to implement the decisions of the Committee. 10. Regularly review and make recommendations about changes to the charter of the Committee. 11. To authorize the officials on behalf of the Board to appear or represent the Company before any court/ statutory authority/local body or any government and regulatory authority as may be required for license/renewal/any regulatory submission and documentation and other general authorization to parson to carry out the same.

(B) Investment Committee:

The Board at their meeting held on April 26, 2025 constituted a Committee with the name as "Investment Committee" to implement Investment Policy of the Company. The composition of the Committee is as follows: 1. Mr. Ashish Ramesh Saraf - Chairman 2. Mrs. Vinita Ashish Saraf - Member 3. Mr. Ashok Jain - Member

The Terms and References of Investment Committee is as follows:

1. Ensure the Investment Policy and its guidelines remain relevant, the Investment Committee will review them once in every three year or as needed. This review will include an assessment of the investment objectives, financial status, and capital market expectations.

Additionally, the Investment Guidelines, including asset category targets and Finance and Operations

Committee competencies, will be regularly reviewed as outlined in the guidelines.

2. Ensure that investment policy is compliant with investment guidelines.

3. Onboard Consultant/Expert/advisor as needed to serve as an advisor to the Investment Committee.

4. Any changes in investment policy guidelines to be approved by Investment Committee.

5. The investment portfolio will be managed by the

Investment Committee, which will exercise prudent judgment consistent with the standards of care expected of fiduciaries assets. The Committee will aim to preserve the safety of principal, maintain sufficient liquidity to meet the Company's cash flow needs, and generate competitive investment returns.

6. Review the changes if any in the matters relating to investments.

Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of the Act, with respect to Directors

Responsibility Statement, the Directors hereby confirm that a. in the preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any. b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the

Company at the end of the financial year and of the profit of the Company for that period. c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d. the Directors have prepared the annual accounts on a going concern basis. e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Company has in place the Nomination and Remuneration Committee of the Board (NRC), which performs the functions as mandated under the Act and the SEBI Listing Regulations. The composition of the NRC is detailed in the Corporate Governance Report forming part of the Annual Report.

Based on the recommendation of NRC, the Board has adopted the Nomination and Remuneration Policy for

Directors, KMP and other Employees and also Policy on the Board Diversity, Succession Planning. NRC has formulated the criteria for determining qualifications, positive attributes and independence of an Independent Director and also criteria for evaluation of individual directors and the Board / Committees. The remuneration paid to Directors, KMP and Senior

Management Personnel ("SMP") of the Company are as per the terms laid down in the Policy. The Policy on remuneration of Directors, Key Managerial Personnel and other Employees is available on the website of the Company at https://www.manoramagroup.co.in/ investors-policies.

Pursuant to the provisions of the Companies Act, 2013, Regulation 17(10) and other applicable provisions of the SEBI Listing Regulations, the Board adopted a formal mechanism on the recommendation of the Nomination and Remuneration Committee for evaluating its performance and as well as that of its Committees and Individual Directors, including the Chairman of the

Board. The exercise was carried out through a structured evaluation process covering various aspects of the

Boards functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

The Board also carried evaluation of the performance of its various Committees for the year under consideration.

The performance evaluation of the Directors was carried out by the entire Board, other than the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflect the overall engagement of the Board and its Committees and on the basis of the report of the said evaluation, the present term of appointment of Independent

Directors shall be continued with the Company.

The Independent Directors met on March 29, 2025 without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent

Directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Company has familiarized the Independent Directors, about their roles, rights, responsibilities, nature of the industry in which the Company operates, the business model of the Company etc. The Familiarization Programme for Independent Directors is uploaded on the website of the Company, and is accessible at https://manoramagroup.co.in/investors-company-announcements#others.

The Company has in place, Code of Conduct for the Board of Directors and Senior Management Personnel, which reflects the legal and ethical values to which the Company is strongly committed. The Directors and Senior Management Personnel of the Company have complied with the code as mentioned hereinabove.

The Directors and Senior Management Personnel haveaffirmedcompliance with the Code of Conduct applicable to them, for The said Code is available on the website of the Company at https://manoramagroup. thefinancial co.in/investors-policies.

Pursuant to Regulation 34(2)(e) and Schedule V of the Listing Regulations, a detailed Management Discussion and Analysis is annexed and forms an integral part of this Annual Report at Page No. 54.

Pursuant to Regulation 34(2)(f) of the Listing Regulations, Business Responsibility and Sustainability Report ("BRSR") covering disclosures on Company's performance on ESG (Environment, Social and Governance) parameters is annexed herewith as Annexure V and forms part of this Annual Report at Page No. 121.

The Company has received a declaration from each of its Independent Directors confirming that they satisfy the criteria of independence as prescribed under the Section 149(6) & 149(7) of the Act and Regulation 16(1)(b) of the Listing Regulations.

In terms of the regulatory requirements, name of every Independent Director should be added in the online database of

Independent Directors of Indian Institute of Corporate Affairs, Manesar ("IICA"). All Independent Directors have given confirmation with respect to their registration with IICA for the above requirement. The Board opined that Independent Directors have requisite integrity, expertise, specialized knowledge, experience and the proficiency. Further there has been no change in the circumstances affecting their status as Independent Director of the Company.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act along with the Code of Conduct for Directors and Senior Management Personnel formulated by the Company as per Listing

Regulations.

Terms and conditions for appointment of Independent Directors is available on the website of the Company at https://www.manoramagroup.co.in/investors-policies.

The following capital amount were remitted by the Company in its Wholly-owned Subsidiary Companies under Section 186 of the Companies Act, 2013.

Note: The Company is in process of remitting capital subscribed amount in remaining subsidiary Companies as approved by the Board.

The Company has built a comprehensive risk management framework that seeks to identify all kinds of anticipated risks associated with the business and to take remedial actions to minimize any kind of adverse impact on the Company. The Company understands that risk evaluation and risk mitigation is an ongoing process within the organization and is fully committed to identify and mitigate the risks in the business

Pursuant to Regulation 21 of the Listing Regulations, the Board of Directors of the Company has formed a

Risk Management Committee to frame, implement and monitor risk management plan for the Company. The

Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. Further Company has in place Risk Management Policy to develop risk management framework to implement and adhere to the policy to mitigate risk, avoid risk or take risk that cannot be mitigated or avoided for the benefit of the Company's business and growth. reduction in

The Company has also formulated and implemented a Risk Management Policy which is approved by the

Board of Directors in accordance with Listing Regulations, to identify and monitor business risk and assist in measures to control and mitigate such risks. The Policy is available on the Website of the Company at https://www. manoramagroup.co.in/investors-policies.

According to Section 134(5)(e) of the Act and Regulation 17(8) of Listing Regulations in terms of internal control over (‘IFC') means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and early detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Company has a well-established internal control framework, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls and the Board is responsible for ensuring that IFC are laid down in the Company and that such controls are adequate and operating effectively.

The Company believes that strengthening of internal controls is an ongoing process and there will be continuous efforts to keep pace with changing business needs and environment.

The Company has appointed CLA Indus Value Consulting Private Limited, as Internal Auditors of the Company for the financial year 2024-25. During the year, the

Company continued to implement their suggestions and recommendations to improve the internal control system. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control measures in all areas. Internal Auditor's findings are discussed with the process owners and suitable corrective actions are taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations. The Company's internal control systems are commensurate with the nature of its business, size and complexity of the operations.

The Company fully supports the Ministry of Corporate

Affairs' initiative to minimize the use of paper for ‘all official communication'. In line with this, the Company sends all notices and documents, including the Annual Report, to shareholders who have registered for the same, by e-mail. This has led to a significant consumption annually.

Electronic copies of the Annual Report and Notice of the 20^th Annual General Meeting will be sent to all Members whose email addresses are registered with the

Company/Depository Participant(s). Members who have not registered their email addresses are requested to register the same with the Depository. Members may note that the Notice along with aforementioned documents shall also be available on the Company's website at https://manoramagroup.co.in/investors-company-announcements#notices

In accordance with the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of the Company have constituted Corporate Social Responsibility ("CSR")

Committee. The Company has formed a CSR Policy, which is available on the website of the Company at https://www.manoramagroup.co.in/investors-policies.

The Policy inter alia briefs the areas in which CSR outlays can be made, objectives, the various CSR Programs/

Projects which can be undertaken, implementation of the said programs and projects, criteria for identification of the implementing agencies, monitoring and evaluation mechanisms and annual action plan.

The Committee is committed to ensure the social wellbeing of the communities through its CSR initiatives, in alignment with the Company's key priorities. The details of the Committee along with its terms of reference has been disclosed in detail in the Corporate Governance section of

Annual Report.

Annual report on Corporate Social Responsibility (CSR) activities including the initiatives undertaken by the Company for the financial year 2024-25 is annexed to this report as ‘Annexure VI'. 30) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE: by the No significant

Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

The details of Registrar and Share Transfer Agent are as follows: Name: MUFG Intime India Private Limited ("MUFG") (formerly known as Link Intime India Private Limited) Address: C-101, 1st Floor, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai-400 083, Maharashtra.

Contact details: 8108116767 Website: https://in.mpms.mufg.com/

During the year under review, the Company has not accepted / renewed any deposits from the public as covered under the provisions of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 and therefore the disclosure pursuant to Rule 8(5)(v) & (vi) of Companies (Accounts) Rules, 2014, is not applicable to the Company.

Pursuant to the provisions of Section 139 of the Act read with Companies (Audit and Auditors) Rules, 2014 as amended from time to time, the members at the 19th Annual General Meeting held on September

03, 2024 had approved the appointment M/s. Singhi & Co. Chartered Accountants (Firm Registration No:

302049E), as the Statutory Auditors of the Company for a period of 5 (five) conclusion of the 19th Annual General Meeting until the conclusion of the 24th Annual General Meeting.

The Report given by the Statutory Auditors,

M/s. Singhi & Co. Chartered Accountants (Firm Registration No: 302049E) on the financial statements of the Company forms part of the Annual

Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. Also, no fraud has been reported by the auditor as per Section 143(12) of the Companies

Act, 2013.

In terms of the Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost accounting records and have them audited every year. Accordingly, the Board at its meeting held on April 26, 2025, based on the recommendation of the Audit Committee, re-appointed M/s S N & Co, Cost Accountants (FRN. 000309) as Cost Auditors of the Company to conduct audit of the cost records of the Company for the financial year 2025-26. A remuneration of Rs. 1,00,000 (Rs. One Lakh only) plus applicable taxes and out of pocket expenses has been fixed for the Cost Auditors subject to the ratification of such fees by the members at the ensuing Annual General Meeting (AGM). Accordingly, Board recommend a resolution for seeking members' ratification for remuneration payable to the Cost Auditors for the financial year 2025-26 is placed at the ensuing 20th Annual General Meeting and is included in the notice convening the Annual General

Meeting.

M/s. S N & Co. have confirmed that they are free from disqualification specified in Section 141(3) and provisions of Section 148(3) read with 141(4) of the Act and also their appointment meets the requirement of Section 141(3)(g) of the Act. They have further confirmed their Independent Status and an arm's length relationship with the Company.

During the year under review, the Cost Auditor had not reported any fraud under Section 143(12) of the Act and therefore, no details are required to be disclosed.

In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, on the recommendation of Audit Committee, in the Board meeting held on May 12, 2024 has re-appointed M/s. Mehta and Mehta, Practicing Company Secretaries (FRN: MU000019250) to undertake the Secretarial Audit of the Company for the financial years from the year 2024-25.

Pursuant to the provisions of Regulation 24A of SEBI Listing Regulations and Section 204 of the Act read with the Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors of the company, in their respective meeting dated

July 25, 2025, have approved and recommended for approval of the Members, the appointment of

M/s. B. R. Agrawal & Associates, Practicing Company Secretaries (COP No. 5649 and Membership No.

F5771) as the Secretarial Auditor of the Company for a term of five consecutive years from FY 2025-26 to FY 2029-30.

A detailed proposal for appointment of Secretarial

Auditor forms part of the Notice convening this AGM. The Secretarial Audit report for the financial year ended March 31, 2025 in Form MR-3 is attached as ‘Annexure VII' and forms an integral part of this report. The report of the Secretarial Auditor does not contain any qualifications, reservations or adverse remarks, therefore, no details are required to be disclosed.

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder, the Board, on recommendation of Audit Committee, in the Board meeting held on April 26, 2025 has appointed CLA Indus Value Consulting Private Limited as Internal Auditor of the Company for the financial year 2025-26.

During the financial year under review, neither the

Statutory Auditor nor the Secretarial Auditor or any other auditor, have reported to the Audit Committee or the Board of Directors of the Company, any instances of fraud committed against the Company by its officers or employees under Section 143(12) of the Act.

Disclosures pertaining to remuneration and other details, as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time in respect of employees of the Company is given in an ‘Annexure VIII' and forms part of this report.

A statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report in the same Annexure.

The Company has in place a policy which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act"). An Internal Committee has been set up to redress and resolve complaints, if any, received regarding sexual harassment of women. The Company has complied with the provisions relating to the constitution of the Internal Committee under the POSH Act. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following summary of the complaints received and disposed off during the financial year 2024-25:

The Company's Corporate Governance Practices are a reflection of value system encompassing culture, policies, and relationships with the stakeholders. Integrity and transparency are key to Corporate Governance

Practices to ensure that Company gain and retain the trust of stakeholders at all times. It is about maximizing shareholder value legally, ethically and sustainably. The Board exercises its fiduciary responsibilities in the widest sense of the term.

Pursuant to Regulation 34 read with Part C of Schedule V of the Listing Regulations, a Report on Corporate Governance is provided in a separate section along with the Certificate from Mr. Atul Mehta, Partner, M/s. Mehta &

Mehta, Practicing Company Secretary, on its compliance and is annexed to this Report as ‘Annexure IV' 37) VIGIL MECHANISM & WHISTLE BLOWER POLICY:

In pursuant to the provisions of Section 177(9) & (10) of the Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and the Listing Regulations, the Company has formed a Whistle Blower Policy and has established the necessary Vigil Mechanism for directors and employees to report instances of illegal activities, unethical behavior, actual or suspected, fraud or violation of the Company's Code of Conduct or Ethics Policy. It also provides for adequate safeguards against victimization of person who use this mechanism and direct access to the Chairperson.

Further, the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances to the Audit Committee, and provides for adequate safeguards against victimization of Whistle

Blower, who avail of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases. The Audit Committee oversees the functioning of the same. Further, no personnel have been denied access to the Audit Committee during the Financial Year under review.

There was no instance of such reporting during the financial year ended March 31, 2025.

The Vigil Mechanism Policy is available on the website of the Company at https://www.manoramagroup.co.in/investors-policies.

The equity shares of the Company are listed on BSE

Limited and National Stock Exchange of India Limited as on March 31, 2025. The Company has paid the Listing fees to the Stock Exchanges for the financial year 2024-25.

The Directors state that the applicable mandatory

Secretarial Standards ("SS"), i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, have been duly complied by the Company.

Your Company is providing E-voting facility as required under Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and

Administration) Amendment Rules, 2015. The ensuing

20th AGM will be conducted through Video Conferencing/

OAVM and no physical meeting will be held and your company has made necessary arrangements to provide facility of e-voting at AGM including remote e-voting. The details regarding e-voting facility is being given with the notice of the Meeting.

The Company has always aspired to be an organisation and a workplace which attracts, retains and provides a canvas for talent to operate. The Company believes that meaning at work is created when people relate to the purpose of the organisation, feel connected to their leaders and have a sense of belonging. Our focus stays strong on providing our people a work environment that welcomes diversity, nurtures positive relationships and a culture grounded in our core values, provides challenging work assignments and provides opportunities based on meritocracy for people to grow, build and advance their careers with us in line with their aspirations.

As on March 31, 2025, the employee strength of the

Company was 498.

The members of the Company, vide Special Resolution passed at the Annual General Meeting held on September

29, 2021, approved the Manorama Industries Limited

Employee Stock Option Plan 2021 (MIL ESOP 2021). The ESOP Scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 (‘the SBEB Regulations'). Further the Company has received

In principle approval for listing of shares to be alloted pursuant to Manorama Industries Limited Employee

Stock Option Plan 2021 ("MIL ESOP 2021") from the National Stock Exchange of India Limited on March 26, 2024.

The applicable disclosures as stipulated under

SEBI (Share Based Employee Benefits) Regulations,

2014 are provided in ‘Annexure IX' to this Report and available on the website of the Company at https://manoramagroup.co.in/investors-company-announcements#others.\

Your Company state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review: a. Issue of equity shares with differential rights as to dividend, voting or otherwise, Sweat Equity shares nor any reporting required under Buyback of Shares; b. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees; c. Neither the Managing Director nor the Whole-Time

Directors of the Company receive any remuneration or commission from any of its subsidiaries. d. There are no shares lying in demat suspense account/unclaimed suspense account. Hence no disclosure is required to be given for the same. e. There are no proceedings, either filed by the Company or filed against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts during the financial year 2024-25. f. The Company serviced all the debts & financial commitments as and when they became due with the bankers or Financial Statements. g. There is no instances of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

As required under Regulation 17(8) of the Listing Regulations, the Managing Director ("MD") and the Chief

Financial Officer ("CFO") of the Company have certified the accuracy of the Financial Statements, the Cash Flow Statement and adequacy of Internal Control Systems for financial reporting for the financial year 2024-25. Their Certificate forms part of the Corporate Governance Report.

The credit rating of your Company undertaken by Care Ratings Limited for the bank loan facilities availed by the Company has been reaffirmed/assigned as "CARE A;

STABLE" Details of the same are clearly elaborated in the Corporate Governance Report forming part of this Annual

Report.

The Directors wish to convey their gratitude and appreciation to all the employees of the Company posted at various locations, for their tremendous personal efforts as well as collective dedication and contribution to the

Company's performance.

The Directors would also like to thank the shareholders, investors, customers, dealers, suppliers, bankers, government and all other business associates, consultants for their continuous support extended to the Company and the Management.