Directors Report of Manorama Industries Ltd.

Mar 31, 2025

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.

1) STATE OF COMPANIES AFFAIRS AND BUSINESS OVERVIEW:

a. Financial Performance:

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:

(S in Lakhs)

Except earnings per share

	Standalone	Consolidated	Standalone
Particulars	For the year ended 31-03-2025		For the year ended 31-03-2024
Total income	78,940.53	79,184.62	47,023.33
Total Expenditure	64,107.66	64,576.22	41,706.18
Profit / (Loss): before exceptional items & Tax	14,832.87	14,608.39	5,317.15
Less: Exceptional items	0	0	0
Profit / (Loss): before Tax	14,832.87	14,608.39	5,317.15
Less: Provision for Tax including Deferred tax	3,627.86	3,629.44	1,306.28
Profit / (Loss): after Tax	11,205.01	10,978.96	4,010.87
Earnings per equity share (Face Value of C 2)
(a) Basic (in C)	18.80	18.42	6.73
(b) Diluted (in C)	18.73	18.35	6.72

Note: Previous year''s figures have been regrouped/reclassified wherever necessary to correspond with the current year''s
classification/disclosure.

b. Highlights of the Companyâs Financial Performance for the year ended March 31,2025.

Standalone

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 for the previous year. The Profit after 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.

Consolidated

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 Companyâs
Dividend Distribution Policy.

3) RESERVES:

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

(C in Lakh)

Particulars	Standalone	Consolidated
Balance as at the beginning of the year	16,828.71	16,828.72
Add: Net Profit for the year	11,205.01	10,978.96
Add: Total Comprehensive Income for the year	(10.96)	(10.96)
Less: Final Dividend paid	(238.40)	(238.40)
Net surplus in the statement of profit & loss	27.784.37	27,558.32

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 NonÂ¬
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:

Particulars as on March 31,2025	Amount in Rupees
Authorised Capital
15,00,00,000 Equity Shares of C 2/- each	30,00,00,000.00
Total	30,00,00,000.00
Issued, Subscribed and Paid Up Share Capital
5,95,99,050 Equity Shares of C 2/- each	11,91,98,100.00
Total	11,91,98,100.00

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 Companyâs website at
https://manoramagroup.co.in/investors-financial

8) PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTY:

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 (''RPTsâ) 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
âAnnexure 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 âAnnexure - III'' and forms
part of this Report.

10) EXTRACT OF ANNUAL RETURN:

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.

11) BOARD OF DIRECTORS:

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
Companyâs 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:

Sr.

No.

Name

Designation

Effective Date of appointment/ Reappointment

Date of
cessation

Mr. Ashish Ramesh
Saraf

Executive
Chairperson
and Managing
Director

â¦ October 23, 2024 appointed as Chairman and Executive Director
in the category of Whole Time Director.

â¦ October 23, 2024 change in designation and appointed as
Chairman and Managing Director of the Company.

Mrs. Vinita Ashish
Saraf

Whole Time
Director

â¦ March 25, 2006 appointed as Executive Director

â¦ April 01,2017 appointed as Managing Director

â¦ April 01,2022 re-appointed as Managing Director

â¦ November 12, 2022 re-designated as Non-Executive Non
Independent Director.

Sr. No.	Name	Designation	Effective Date of appointment/ Reappointment	Date of cessation
			â¦ July 30, 2024 Change in Designation from Chairperson & NonÂ¬ Executive Non-Independent Director to Chairperson & Executive Director in the category of Whole Time Director â¦ 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.
3	Mr. Gautam Kumar Pal	Whole Time Director	â¦ January 10, 2018 appointed as Executive Director â¦ March 22, 2022 appointed as Whole Time Director â¦ November 12, 2022 appointed as Managing Director â¦ October 23, 2024 Change in Designation from Managing Director to Executive Director in the category of Whole Time Director
4	Mr. Shrey Ashish Saraf	Whole Time Director	â¦ August 19, 2019 appointed as Executive Director â¦ April 22, 2022 appointed as Whole Time Director	-
5	Mr. Ashok Jain	Whole Time Director	â¦ November 15, 2022 appointed as Whole-time Director
6	Mr. Jose Vailappallil Joseph	Independent Director	â¦ August 19, 2019, appointed as an Independent Director â¦ August 19, 2024, Re-appointed as an Independent Director of Company.
7	Mr. Ashish Bakliwal	Independent Director	â¦ May 01,2018, appointed as an Independent Director â¦ May 01,2023 reappointed as an Independent Director	April 30, 2025
8	Mr. Nipun Sumanlal Mehta	Independent Director	â¦ March 05, 2021 appointed as an Independent Director.	-
9	Mr. Mudit Kumar Singh	Independent Director	â¦ September 06, 2021 appointed as an Independent Director	-
10	Ms. Veni Mocherla	Independent Director	â¦ December 22, 2021 appointed as an Independent Director â¦ December 22, 2023 reappointed as an Independent Director

APPOINTMENTS, RE-DESIGNATION AND RESIGNATION DURING THE YEAR:

â =s

Mr. Ashish Ramesh Saraf (DIN: 00183357)

Mr. Ashish Ramesh Saraf (DIN: 00183357) was appointed as Chairman and Executive Director in the category of Whole Time
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)

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)

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)

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.

Ms. Subhaprada Nishtala (DIN: 08124635)

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 1 1,2025 and regularized to Independent Director in the category of Non-Executive Independent
Director.

Mr. Ashish Bakliwal (DIN: 05149608)

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.

Director retiring by rotation

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 membersâ approval for her appointment forms part of the notice convening the ensuing Annual General
Meeting.

12) KEY MANAGERIALPERSONNEL:

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:

Sr. No	\| Name	i Designation \|	Date of Appointment
1.	i Mr. Ashish Ramesh Saraf	i Chairman & Managing Director !	October 23, 2024
2.	; Mrs. Vinita Ashish Saraf	; Vice Chairperson & Whole Time Director j	July 30, 2024
3.	! Mr. Shrey Ashish Saraf	i Whole Time Director j	August 19, 2019
4.	i Mr. Gautam Kumar Pal	i Whole Time Director j	January 10, 2018
5.	! Mr. Ashok Jain	! Whole Time Director j	November 15, 2022
		j CFO j	April 07, 2018
6.	i Mr. Deepak Sharma	i Company Secretary & Compliance Officer j	February 10, 2024

13) MEETING OF THE BOARD OF DIRECTORS:

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 âAnnexure IV'', which
forms a part of this Report.

14) BOARD COMMITTEE:

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 âAnnexure 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.

15) OTHER COMMITTEES:

(A) Finance and Operations 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 Companyâs 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 mandated by the
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 managing institutional
assets. The Committee will aim to preserve the
safety of principal, maintain sufficient liquidity to
meet the Companyâs cash flow needs, and generate
competitive investment returns.

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

16) DIRECTORS'' RESPONSIBILITY STATEMENT:

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.

17) COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT
AND REMUNERATION INCLUDING CRITERIA FOR
DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES,
INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS
PROVIDED UNDER SUB-SECTION (3) OF SECTION 178
OF THE ACT:

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.

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.

18) PERFORMANCE EVALUATION OF THE BOARD, THE
COMMITTEES AND THE INDIVIDUAL DIRECTORS:

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.

19) INDEPENDENT DIRECTORS'' MEETING:

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.

20) FAMILIARIZATION PROGRAMMES:

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.

21) CODE OF CONDUCT:

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 have affirmed compliance with the Code of Conduct applicable to them, for
the financial year ended March 31,2025. The said Code is available on the website of the Company at https://manoramagroup.
co.in/investors-policies.

22) MANAGEMENT DISCUSSION & ANALYSIS REPORT:

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.

23) BUSINESS RESPONSIBILITY REPORT:

Pursuant to Regulation 34(2)(f) of the Listing Regulations, Business Responsibility and Sustainability Report ("BRSR") covering
disclosures on Companyâs 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.

24) DECLARATION BY INDEPENDENT DIRECTORS:

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 ("MCA"). 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.

25) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

Sr. No	Name of Subsidiary Company	Capital Amount to be remitted	Capital Amount Remitted (in USD)
1.	Manorama Savanna Limited, Nigeria	Naira 10,00,00,000	USD 60,847
2.	Manorama Africa Savanna, Ivory Coast	CFA 20,00,000	USD 3,376
3.	Manorama Africa Benin, Benin	CFA 20,00,000	USD 3,194
4.	Manorama Latin America LTDA, Brazil	BRL 60,00,000 (1^st Tranche of BRL 10,98,260 made)	USD 2,00,000

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

26) RISK MANAGEMENT:

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
Companyâs business and growth.

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.

27) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

According to Section 134(5)(e) of the Act and Regulation
17(8) of Listing Regulations in terms of internal control
over financial reporting, the term Internal Financial Control
(''IFCâ) means the policies and procedures adopted by the
Company for ensuring the orderly and efficient conduct
of its business, including adherence to Companyâs
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 Auditorâs 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 Companyâs internal control systems are
commensurate with the nature of its business, size and
complexity of the operations.

28) GREEN INITIATIVES:

The Company fully supports the Ministry of Corporate
Affairsâ initiative to minimize the use of paper for ''all
official communicationâ. 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 reduction in paper
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 Companyâs website at
https://manoramagroup.co.in/investors-company-
announcements#notices

29) CORPORATE SOCIAL RESPONSIBILITY POLICY:

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 Companyâs 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 âAnnexure VI''.

30) SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS/ COURTS/ TRIBUNALS IMPACTING
THE GOING CONCERN STATUS AND THE COMPANY''S
OPERATIONS IN FUTURE:

No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the going
concern status and Companyâs operations in future.

31) SHARE REGISTRAR & TRANSFER AGENT (RTA):

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/

32) PUBLIC DEPOSITS:

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.

33) AUDITORS AND THEIR REPORT:

a. Statutory Auditor:

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) consecutive years from the
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.

b. Cost Auditor:

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 membersâ
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 armâs 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.

c. Secretarial Auditor:

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
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 âAnnexure 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.

d. Internal Auditor:

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.

Reporting of Frauds by Auditors

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.

34) PARTICULARS OF EMPLOYEES:

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 âAnnexure 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.

35) DISCLOSURE UNDER SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:

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:

No of complaints received during the year 2024-25	Nil
No of complaints resolved during the year 2024-25	Nil
No of complaints pending during the year 2024-25	Nil

36) CORPORATE GOVERNANCE:

The Companyâs 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 âAnnexure 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 Companyâs 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.

38) LISTING:

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.

39) COMPLIANCE WITH SECRETARIAL STANDARDS:

The Directors state that the applicable mandatory
Secretarial Standards ("SS"), i.e. SS-1 and SS-2, relating
to ''Meetings of the Board of Directorsâ and ''General
Meetingsâ, respectively, have been duly complied by the
Company.

40) PROVISION OF VOTING BY ELECTRONIC MEANS
THROUGH REMOTE E-VOTING AND E-VOTING AT THE
AGM:

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.

41) HUMAN RESOURCES

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.

42) EMPLOYEE STOCK OPTION SCHEME

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 Regulationsâ). 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 âAnnexure IX'' to this Report
and available on the website of the Company at
https://manoramagroup.co.in/investors-company-
announcements#others.\

43) GENERAL:

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.

44) MD and CFO CERTIFICATION:

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.

45) CREDIT RATING:

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.

46) ACKNOWLEDGEMENTS:

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
Companyâs 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.

For and on behalf of the Board of Directors
For Manorama Industries Limited

Ashish Ramesh Saraf Ashok Jain

Managing Director Whole Time Director
DIN:00183357 DIN:09791163

Place: Raipur
Date: July 25, 2025

Mar 31, 2024

Your Board of Directors are pleased to present the 19^th Annual Report of the Manorama Industries Limited ("the Company") on the business and operations together with Audited Financial Statements prepared in compliance with Ind AS Accounting Standards, for the Financial Year ended March 31,2024 and other accompanying reports, notes and certificates.

1) STATE OF COMPANIES AFFAIRS AND BUSINESS OVERVIEW:

a. Financial Performance:

The table below depicts the financial performance of your Company for the financial year ended March 31, 2024, as compared to the previous financial year:

(Amount in Rs)

Particulars	For the year ended 31-03-2024	For the year ended 31-03-2023
Total income	4,70,23,33,079	3,56,92,46,358
Total Expenditure	4,17,06,17,289	3,13,86,45,016
Profit / (Loss): before exceptional items & Tax	53,17,15,790	43,06,01,343
Less: Exceptional items	0	0
Profit / (Loss): before Tax	53,17,15,790	43,06,01,343
Less: Provision for Tax including Deferred tax	13,06,28,110	13,28,46,049
Profit / (Loss): after Tax	40,10,87,680	29,77,55,294
Earnings per equity share (Face Value of 2 )
(a) Basic (in Rs.)	6.73	5.00
(b) Diluted (in Rs.)	6.72	4.99

Note: Previous yearâs figures have been regrouped/reclassified wherever necessary to correspond with the current yearâs classification/disclosure.

b. Financial Highlights

The Company has reported total revenue of Rs. 4,70,23,33,079 for the current year as compared to Rs. 3,56,92,46,358 in the previous year. The earnings before tax for the year was Rs. 53,17,15,790 as compared to Rs. 43,06,01,343 for the previous year. The Profit after tax for the year under review amounted to Rs. 40,10,87,680 in the current year as compared to Rs. 29,77,55,294 in the previous year.

The Audited Financial Statements for the Financial Year ended March 31, 2024, 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 ''Actâ) 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 (''MDARâ) forming part of this Annual Report.

2) DIVIDEND & APPROPRIATIONS:

Your Board of Directors recommended the Final Dividend @ 20% [C 0.40 (Forty paisa only) per equity share of C 2/- (Rupees Two only) each on 5,95,99,050 fully paid up Equity shares] for the year ended March 31,2024 aggregating to Rs. 238.40 Lakhs payable to those shareholders whose name appear in the Register of Members on the Book Closure/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 "the 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 Companyâs Dividend Distribution Policy.

3) RESERVES:

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

Particulars	Amount (in Rs.)
Balance as at the beginning of the year	1,30,58,53,706
Add: Net Profit for the year	40,10,87,680
Add/(Less): Total Comprehensive Income for the year	(2,29,974)
Add/(Less): Final Dividend paid	(2,38,39,620)
Net surplus in the statement of profit & loss	1,68,28,71,792

Other than the above mentioned amount, your Company has not transferred any amount to General Reserves for the year ended March 31,2024.

4) NATURE OF BUSINESS:

During the year under review, there was no change 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 Company has incorporated a Wholly Owned Subsidiary in UAE in the name of "Manorama Mena Trading LLC" on Monday, July 22, 2024 with an Investment of AED 100,000 (AED One Hundred Thousand only) (being 1000 Equity Shares of AED 100/- each) of which 100% Equity Shares is subscribed by your Company.

2. The Company has incorporated a Wholly Owned Subsidiary in Federal Republic of Nigeria in the name of "Manorama Savanna Limited" on Thursday, July 25, 2024 with an Investment of NAIRA 10 Crore (NAIRA Ten Crore only) (being 10,00,00,000 Equity Shares of NAIRA 1/- each) of which 100% Equity Shares is subscribed by your Company.

3. The Company is in process of Incorporation of Five (5) Wholly Owned Subsidiary Companies as mentioned below :-

a) Manorama Savanna Ghana Ltd, Ghana

b) Manorama Savanna Burkina Ltd, Bukina Faso

c) Manorama Benin Sarl, Benin

d) Manorama TOGO Sarl, Togo

e) Manorama Ivc Savanna Sarl, Ivory Coast

The above names of the Wholly-owned Subsidiary Companies will be subject to approval by the Concerned Authority.

Your Board of Directors accorded their consent for Incorporation of above Wholly Owned Subsidiary Companies of Manorama Industries Limited in their Board Meeting dated May 12, 2024.

4. Your Board of Directors has accorded their consent for making strategic investment by way of subscription of Capital contribution of âManorama Rus LLC" (a company incorporated under the laws of the Russian Federation, Primary State Registration Number:1247700448160) upto an amount of 20,000 rubles only (Rubles Twenty Thousand only) and the said investment is in accordance to Section 186 of the Companies Act, 2013 and other applicable laws and regulations.

5. Change in Registered Office of the Company

Your Company has changed its registered address from Office No. 403, 4th Floor, Midas, Sahar Plaza, Andheri Kurla Road, Andheri (East), Mumbai -400059 to Office No. 701, 7th Floor, Bonanza Building, Sahar Plaza Complex, Andheri Kurla Road, Andheri East, Mumbai, Maharashtra - 400 059, effective August 01, 2024 vide approval of Board of Directors in their Board Meeting dated July 30, 2024.

6) SHARE CAPITAL STRUCTURE AND CHANGES THEREIN:

Particulars as on March 31,2024	Amount (in Rs.)
Authorised Capital
15,00,00,000 Equity Shares of Rs. 2/- each	30,00,00,000
Total	30,00,00,000
Issued, Subscribed and Paid Up Share Capital
5,95,99,050 Equity Shares of Rs. 2/- each	11,91,98,100
Total	11,91,98,100

The Board of Directors of the Company at their meeting held on January 15, 2024 approved sub-division of existing Equity Shares of the Company in the ratio of 1:5 and the same was also approved by the members through postal ballot on February 14, 2024. Every 1 (one) equity share of the Company having face value of Rs. 10/- each (Rupees Ten only) has been sub-divided into 5 (five) equity shares having face value of Rs. 2/- each (Rupees Two only) w.e.f. Friday, March 08, 2024 i.e, the record date for sub-division. The necessary In-principle approval has been obtained from the Stock Exchanges. The Capital clause of the Memorandum of Association has been suitably amended to give effect to the above sub division.

Consequent upon the aforesaid sub-division of equity shares of the Company, an appropriate adjustment as stated in clause 15 of Manorama Industries Limited Employee Stock Option Plan 2021 ("MIL ESOP 2021") was made in the number of stock options that have been granted and yet to be exercised such that each such stock option shall stand converted into 5 (five) stock options as the case may be.

MIL ESOP 2021: Before sub-division of Companyâs equity shares 2,38,396 stock options were eligible to grant in MIL ESOP 2021 which were equivalent to same number of equity shares having face value of Rs. 10/- each (Rupees Ten only). However, post sub-division, 11,91,980 stock options (after appropriate adjustment as stated above) have been modified against the equivalent number of equity shares having face value of Rs. 2/- each (Rupees Two only).

7) SUBSIDIARY COMPANIES, ASSOCIATES & JOINT VENTURES:

During the year under review, the Company does not have any company, which is its subsidiary, associate or joint venture. Therefore, disclosure in the Statement pursuant to section 129 of the Companies Act, 2013, read with Rule 5 of Companies (Accounts) Rules, 2014 in Form AOC-1 is not applicable to the Company.

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 armâs length basis and in the ordinary course of business and is in compliance with the applicable provisions of the Companies Act, 2013 and Listing Regulations, details of which are set out in the Notes to Financial Statements forming part of this Annual Report. Further, the Company has not entered into any contracts/arrangements/transactions with related parties which are not on Armâs Length basis in nature in accordance with the RPT Policy of the Company nor any transaction 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 (''RPTsâ) 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 Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in âAnnexure I'' 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 âAnnexure - II'' and forms part of this Report.

10) EXTRACT OF ANNUAL RETURN:

In terms of Section 92(3) and 134(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year March 31,2024 is available on the website of the Company at https://manoramagroup.co.in/investors-annual-report.

11) BOARD OF DIRECTORS:

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 Companyâs 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 Nine (09) Directors:

Sr.

No.

Name

Designation

Effective Date of appointment/ Reappointment

Date of cessation

Mrs. Vinita Ashish Saraf

Non-Executive Chairperson and Non Independent Director

â¦ March 25, 2006 appointed as Executive Director

â¦ April 01,2017 appointed as Managing Director

â¦ April 01,2022, re-appointed as Managing Director

â¦ November 12, 2022, re-designated as Non-Executive Non Independent Director.

Mr. Gautam Kumar Pal

Managing Director

â¦ January 10, 2018 appointed as Executive Director

â¦ March 22, 2022 appointed as Whole Time Director

â¦ November 12, 2022 appointed as Managing Director

Sr. No.	Name	Designation	Effective Date of appointment/ Reappointment	Date of cessation
3	Mr. Shrey Ashish Saraf	Whole Time Director	â¦ August 19, 2019 appointed as Executive Director â¦ April 22, 2022 appointed as Whole Time Director
4	Mr. Ashok Jain	Whole Time Director	â¦ November 12, 2022, appointed as an Additional Director (Finance). â¦ November 15, 2022, appointed as Whole-time Director
5	Mr. Jose Vailappallil Joseph	Independent Director	â¦ August 19, 2019, appointed as Independent Director.	-
6	Mr. Ashish Bakliwal	Independent Director	â¦ May 01,2018 appointed as Independent Director. â¦ May 01,2023 reappointed as Independent Director.
7	Mr. Nipun Sumanlal Mehta	Independent Director	â¦ March 05, 2021 appointed as Independent Director.	-
8	Mr. Mudit Kumar Singh	Independent Director	â¦ September 06, 2021 appointed as Independent Director.	-
9	Ms. Veni Mocherla	Independent Director	â¦ December 22, 2021 appointed as Independent Director. â¦ December 22, 2023 reappointed as Independent Director.

Appointments, Re-designation and Resignation during the year:

Mr. Ashish Bakliwal (DIN:05149608)

Mr. Ashish Bakliwal (DIN:05149608) was appointed as Independent Director with effect from May 1, 2018 for a period of 5 (Five) consecutive years. His current term expired on April 30, 2023. The Board of Directors recommended the reappointment of Mr. Ashish Bakliwal on April 29, 2023, as the Non-Executive Independent Director of the Company with effect from May 01,2023 for a period of 2 (Two) consecutive years with effect from May 01,2023 to April 30, 2025. The same was approved by the members of the Company through postal ballot dated July 21,2023.

Ms. Veni Mocherla (DIN: 08082163)

Ms. Veni Mocherla (DIN: 08082163) appointed as Independent Director with effect from December 22, 2021 for a period of 2 (Two) consecutive years. Her current term expired on December 21, 2023. The Board of Directors recommended the reappointment of Ms. Veni Mocherla on November 09, 2023, as Non-Executive Independent Director of the Company with effect from December 22, 2023 for a period of 3 (Three) consecutive years with effect from December 22, 2023 to December 21, 2026. The same was approved by the members of the Company through postal ballot dated December 16, 2023.

Mrs. Vinita Ashish Saraf (DIN: 00208621)

Mrs. Vinita Ashish Saraf (DIN: 00208621) was appointed as Non-Executive Non-Independent Director of the Company with effect from November 12, 2022. The Board of Directors recommended to re-designated her as Whole Time Director of the Company for a period of 5 years with effect from July 30, 2024 subject to approval of members of the Company. Accordingly, the Board recommends resolution in relation to her re-designation as Whole Time Director of the Company. A brief profile along with the resolution seeking Membersâ approval for her Re-Designation forms part of the Notice of Annual General Meeting.

Mr. Jose Vailappallil Joseph (DIN:08540226)

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.

During the year under review, the Non-Executive Independent 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 Companies Act, 2013 and the Listing Regulations.

In accordance with the provisions of Section 152 of the Companies Act 2013, Mr. Ashok Jain (DIN: 09791163), Whole Time Director of the Company, is liable to retire by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. The Board recommends his 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 membersâ approval for his appointment forms part of the notice convening the ensuing Annual General Meeting.

12) KEY MANAGERIALPERSONNEL

During the year under review, the following were the Key Managerial Personnel ("KMP") of the Company pursuant to the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Sr. No	Name	i Designation j	Date of Appointment
1.	Mr. Gautam Kumar Pal.	1 Managing Director i	November 12, 2022
2.	Mr. Shrey Ashish Saraf	i Whole Time Director ;	April 22, 2022
3.	Mr. Ashok Jain	i Whole Time Director and CFO i	November 15, 2022
4.	Mr. Deepak Sharma	i Company Secretary & Compliance Officer j	February 10, 2024

Ms. Divya Jajoo (Membership No. A40584) ceased to be a Company Secretary and Compliance Officer with effect from February 10, 2024.

13) MEETING OF THE BOARD OF DIRECTORS:

As per Section 173 of the Companies Act, 2013, the Board is required to hold a minimum number of four meetings during the financial year. During the financial year 202324, the Board met Five (5) times viz. May 09, 2023, August 05, 2023, November 09, 2023, January 15, 2024 and February 10, 2024. 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 âAnnexure IN'', which forms a part of this Report.

14) BOARD COMMITTEE:

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 âAnnexure III'' 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.

15) OTHER COMMITTEES:

During the year the Board 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. Mrs. Vinita Ashish Saraf - Chairperson

2. Mr. Shrey Ashish Saraf - Member

3. Mr. Gautam Kumar Pal - Member

4. Mr. Ashok Jain - Member

The Terms and References of Finance and Operations Committee is as follows:

1. Review the Companyâs 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 mandated by the 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 person to carry out the same.

16) DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) read with Section 134(5)

of Companies Act, 2013, with respect to Directors

Responsibility Statement, the Board of Directors, with the

best of their knowledge and ability, hereby confirm that -

a. in the preparation of the annual financial statements for the year ended March 31, 2024, 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 have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

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.

17) COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178 OF COMPANIES ACT, 2013:

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 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.

18) PERFORMANCE EVALUATION OF THE BOARD, THE COMMITTEES AND THE INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013, Regulation 17(10) and other applicable provisions of the 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, fulfillment of the independence criteria as specified for Independent Director in Listing Regulations and their independence from the management, 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.

19) INDEPENDENT DIRECTORS'' MEETING:

The Independent Directors met on February 05, 2024, 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.

20) FAMILIARIZATION PROGRAMMES:

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.

21) CODE OF CONDUCT:

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 have affirmed compliance with the Code of Conduct applicable to them, for the financial year ended March 31, 2024. The said Code is available on the website of the Company at https://manoramagroup.co.in/investors-policies.

22) MANAGEMENT DISCUSSION & ANALYSIS REPORT:

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. 48.

23) BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Pursuant to Regulation 34(2)(f) of the Listing Regulations, a detailed Business Responsibility and Sustainability Report is annexed and form an integral part of this Annual Report at Page No. 115.

24) DECLARATION BY INDEPENDENT DIRECTORS:

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 Companies Act 2013 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.

25) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, there were no Loans, Guarantees and Investments made by the Company under Section 186 of the Companies Act, 2013.

26) RISK MANAGEMENT:

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 developed 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 Companyâs business and growth.

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.

27) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Pursuant to Section 134(5)(e) of Companies Act, 2013 and Regulation 17(8) of Listing Regulations in terms of internal control over financial reporting, the term Internal Financial Control (''IFC'') means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companyâs 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 M/s. CLA Indus Value LLP (formerly known as M/s. Mazars India LLP) (Registration No. 4833) as Internal Auditors of the Company for the financial year 2023-24. 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 Auditorâs 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 Companyâs internal control systems are commensurate with the nature of its business, size and complexity of the operations.

28) GREEN INITIATIVES:

The Company fully supports the Ministry of Corporate Affairsâ initiative to minimize the use of paper for ''all official communicationâ. 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 reduction in paper consumption annually.

Electronic copies of the Annual Report and Notice of the 19^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 Companyâs website at

https://manoramagroup.co.in/investors-company-

announcements#notices.

29) CORPORATE SOCIAL RESPONSIBILITY POLICY:

In accordance with the provisions of Section 135 of the Companies Act, 2013 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 framed 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 Companyâs 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 2023-24 is annexed to this Report as âAnnexure IV''.

30) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY''S OPERATIONS IN FUTURE:

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.

31) SHARE REGISTRAR & TRANSFER AGENT (R&T):

The details of Registrar and Share Transfer Agent are as follows:

Name: Link Intime India Private Limited

Address: C-101, 1st Floor, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai-400 083, Maharashtra.

Contact details: 022 - 49186200;

Website: www.linkintime.co.in

32) PUBLIC DEPOSITS:

During the year under review, the Company has not accepted / renewed any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 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.

33) AUDITORS AND THEIR REPORT:

a. Statutory Auditor:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 as amended from time to time, the members at the 14^th Annual General Meeting held on September 30, 2019 had approved the appointment M/s. O P Singhania & Co. Chartered Accountants (Registration No: 002172C), as the Statutory Auditors of the Company for a period of 5 (five) consecutive years from the conclusion of the 14^th AGM till the conclusion of 19^th AGM of the Company to be held in the year 2024. Their present term will complete at the conclusion of the ensuing AGM of the Company.

The Board in its Meeting held on May 12, 2024, on recommendation of the Audit Committee, recommended for approval of members, the appointment of M/s. Singhi & Co. Chartered Accountants (Registration No: 302049E), as the Statutory Auditors of the Company for a period of 5 (five) consecutive years from the conclusion of the ensuing AGM till the conclusion of 24^th AGM of the Company to be held in year 2029. The Board also recommended for the approval of members, the remuneration of M/s. Singhi & Co. Chartered Accountants as the Statutory Auditors. The resolution seeking approval of the membersâ forms part of the Notice of 19^th Annual General Meeting.

The Report given by the Statutory Auditors, M/s. O P Singhania & Co., Chartered Accountants 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.

b. Cost Auditor:

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 May 12, 2024, 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 2024-25. A remuneration of Rs. 1,00,000 (Rs. One Lakh only) plus 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 recommends a resolution for seeking membersâ ratification for remuneration payable to the Cost Auditors for the financial year 2024-25 is placed at the ensuing 19^th 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 Companies Act, 2013 and also their appointment meets the requirement of Section 141 (3)(g) of the Companies Act, 2013. They have further confirmed their Independent Status and an armâs length relationship with the Company.

During the year under review, the Cost Auditor had not reported any fraud under Section 143(12) of the Companies Act, 2013 and therefore, no details are required to be disclosed.

c. Secretarial Auditor:

Pursuant to the provisions 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 year 2024-25.

The Secretarial Audit report for the financial year ended March 31,2024 in Form MR-3 is attached as âAnnexure V'' 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.

d. Internal Auditor:

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 May 12, 2024 has reappointed M/s. CLA Indus Value LLP (Registration No: 4833) (formerly known as M/s. Mazar India LLP) as Internal Auditor of the Company for the financial year 2024-25.

34) PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 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 âAnnexure VI'' 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.

35) DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is committed to provide a safe and conducive work environment to its employees. The Company has in place an Anti-Sexual Harassment Policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace which is in line with the requirement pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has constituted Internal Complaint committee (ICC) for redressal of any grievances regarding Sexual Harrasment. The following summary of the complaints received and disposed off during the financial year 2023-24:

No. of complaints received during the year 2023-24	Nil
No. of complaints resolved during the year 2023-24	Nil
No. of complaints pending during the year 2023-24	Nil

36) CORPORATE GOVERNANCE:

The Companyâs 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(3) 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 Ms. Aditi Patnaik, Partner, M/s Mehta & Mehta, Practicing Company Secretary, on its compliance and is annexed to this Report as âAnnexure IN''

37) VIGIL MECHANISM & WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and the Listing Regulations, the Company has framed 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 Companyâs 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 31,2024

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

38) LISTING:

The Equity Shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited as on March 31,2024. The Company has paid the Listing fees to the Stock Exchanges for the financial year 2023-24.

39) COMPLIANCE WITH SECRETARIAL STANDARDS:

The Directors state that the applicable mandatory Secretarial Standards ("SS"), i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directorsâ and ''General Meetingsâ, respectively, have been duly complied by the Company.

40) PROVISION OF VOTING BY ELECTRONIC MEANS THROUGH REMOTE E-VOTING AND E-VOTING AT THE AGM:

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) Rules, 2015. The ensuing 19^th AGM will be conducted through Video Conferencing ("VC)/ Other Audio Visual Means ("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.

41) EMPLOYEE STOCK OPTION SCHEME

The members of the Company, vide special resolution passed at the 16^th 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 Regulationsâ). 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 âAnnexure VII'' to this Report and available on the website of the Company at https://manoramagroup. co.in/investors-company-announcements#others.\

42) GENERAL:

Your Directors 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. No fraud has been reported by the Auditors to the Audit Committee or the Board.

e. There are no shares lying in demat suspense account/unclaimed suspense account. Hence no disclosure is required to be given for the same.

f. 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 2023-24.

g. The Company serviced all the debts & financial commitments as and when they became due with the bankers or Financial Statements.

43) CEO and CFO CERTIFICATION:

As required under Regulation 17(8) of the Listing Regulations, the Chief Executive Officer ("CEO") 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 202324. Their Certificate forms part of the Directorsâ Report.

44) CREDIT RATING:

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" and by India Ratings and Research Private Limited, the ratings has been upgraded to "IND A with POSITIVE". Details of the same are clearly elaborated in the Corporate Governance Report forming part of this Annual Report.

45) ACKNOWLEDGEMENTS:

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

For and on behalf of the Board of Directors For Manorama Industries Limited

Gautam Kumar Pal Ashok Jain

Managing Director Whole Time Director DIN:07645652 DIN:09791163

Place: Raipur Date: July 30, 2024

Mar 31, 2023

The directors are pleased to present the 18th Annual Report on the Companyâs business and operations together with Audited Financial Statements for the Financial Year ended March 31,2023 and other accompanying reports, notes and certificates.

1) STATE OF COMPANIES AFFAIRSa. Financial Performance:

The table below depicts the financial performance of your Company for the financial year ended March 31,2023:

(Amount in Rs.)
Particulars	For the year ended 31-03-2023	For the year ended 31-03-2022
Total income	3,56,92,46,358	2,87,36,02,916
Total Expenditure	3,13,86,45,007	2,53,84,62,761
Profit / (Loss): before exceptional items& Tax	43,06,01,351	33,51,40,155
Less: Exceptional items	0	0
Profit / (Loss): before Tax	43,06,01,351	33,51,40,155
Less: Provision for Tax including Deferred tax	13,28,46,049	9,36,89,713
Profit / (Loss): after Tax	29,77,55,303	24,14,50,442
Earnings per equity share (Face Value of 10 ) (Not Annualised)
(a) Basic (in '')	24.98	20.76
(b) Diluted (in '')	24.97	20.76

b. Financial Highlights

The Company has reported total revenue of '' 3,50,80,23,082/- for the current year as compared to '' 2,79,11,88,776/- in the previous year. The Net Profit for the year under review amounted to '' 29,77,55,303/- in the current year as compared to '' 24,14,50,442/- in the previous year.

2) DIVIDEND

Your Board of Directors recommended the Final Dividend @ 20% for the year ended March 31,2023, i.e. '' 2.00 per equity share of '' 10/- each fully paid up.

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 "the Listing Regulations"). The Policy is also available on the website of the Company at https://www.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 Companyâs Dividend Distribution Policy.

3) RESERVES

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

Particulars	Amount (in '')
Balance as at the beginning of the year	1,00,76,06,635
Add: Net Profit for the year	29,77,55,303
Add: Total Comprehensive Income for the year	4,91,777
Net surplus in the statement of profit & loss	1,30,58,53,714

The Board of Directors have decided to retain the entire amount of profit under Retained Earnings. Accordingly, your Company has not transferred any amount to General Reserves for the year ended March 31,2023.

During the year under review, the Board comprised of the below mentioned Nine (09) Directors:

Sr.

No.

Name

Designation

Date of appointment/Reappointment

Date of cessation

Mrs. Vinita Saraf

Non-Executive Chairperson and Non-Executive Non Independent Director

March 25, 2006

appointed as Executive Director April 01,2017

appointed as Managing Director April 01,2022,

re-appointed as Managing Director November 12, 2022,

re-designated as Non-Executive Director

Sr. No.	Name	Designation	Date of appointment/Reappointment	Date of cessation
2	Mr. Gautam Kumar Pal	Managing Director	January 10, 2018 appointed as Executive Director March 22, 2022 appointed as Whole Time Director November 12, 2022 appointed as Managing Director
3	Mr. Shrey Saraf	Whole Time Director	August 19, 2019 appointed as Executive Director April 22, 2022 appointed as Whole Time Director
4	Mr. Ashok Jain	Whole Time Director	November 15, 2022	-
5	Mr. Jose V. Joseph	Independent Director	August 19, 2019	-
6	Mr. Ashish Bakliwal	Independent Director	May 01,2018	-
7	Mr. Nipun Mehta	Independent Director	March 05, 2021	-
8	Mr. Mudit Kumar Singh	Independent Director	September 06, 2021	-
9	Ms. Veni Mocherla	Independent Director	December 22, 2021	-
10	Mr. Kedarnath Agarwal	Non-Executive Director	June 16, 2006 appointed as Executive Director April 07, 2018, re-designated as Non-Executive Director	November 12, 2022

Appointments, Re-designation and resignation during the year:

During the year under review, Mr. Shrey Saraf (DIN:07907037) was re-designated as the Whole Time Director of the Company with effect from April 22, 2022 for a period of 5 years from April 22, 2022 to April 21,2027.

Mrs. Vinita Saraf (DIN: 00208621) was re-designated as Non-Executive Chairperson and Non-Executive Non- Independent Director of the Company with effect from November 12, 2022.

Mr. Gautam Kumar Pal (DIN: 07645652) was appointed as Managing Director of the Company with effect from November 12, 2022 for a period of 3 years from November 12, 2022 to November 1 1,2025 not liable to retire by rotation.

Mr. Ashok Jain (DIN: 09791163) was appointed as Whole Time Director of the Company with effect from November 15, 2022 for a period of 3 years from November 15, 2022 to November 14, 2025.

Mr. Kedarnath Agarwal (DIN: 00183566) Non-Executive Non-Independent Director of the Company resigned from his post with effect from November 12, 2022 due to medical reason.

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 provision of Section 164 the Act and the Listing Regulations.

Director retiring by rotation

In terms of Section 152 of the Act, Mr. Shrey Saraf (DIN: 07907037), Whole Time Director of the Company, retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. The Board recommends his 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 membersâ approval for his appointment forms part of the notice convening the ensuing Annual General Meeting.

12) KEY MANAGERIAL PERSONAL During the year under review, the following were the Key Managerial Personal ("KMP") of the Company:
Sr. No.	Name	Designation	Date of Appointment
1.	Mr. Gautam Kumar Pal	Managing Director	November 12, 2022
2.	Mr. Shrey Saraf	Whole Time Director	April 22, 2022
3.	Mr. Ashok Kumar Jain	Whole Time Director and CFO	November 15, 2022
4.	Ms. Divya Jajoo	Company Secretary & Compliance Officer	April 07, 2018

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

There have been no material changes or commitments affecting the financial position of the Company which have been occurred between the end of the financial year of the Company to which the financial statements relate and the date of report.

6) SHARE CAPITAL STRUCTURE

Particulars	Amount (in '')
Authorised Capital
3,00,00,000 Equity Shares of '' 10/- each	30,00,00,000.00
Total	30,00,00,000.00
Issued, Subscribed and Paid Up Share Capital
1,19,19,810 Equity Shares of '' 10/- each	11,91,98,100.00
Total	11,91,98,100.00

During the year under review, there is no change in the paid-up share capital of the Company.

7) SUBSIDIARY COMPANIES, ASSOCIATES & JOINT VENTURES

The Company does not have any company, which is its subsidiary, associate or joint venture. Hence, submission of details in Form AOC-1 are not applicable to the Company.

Companyâs size, complexity and business.

8) RELATED PARTY TRANSACTIONS

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.

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 âAnnexure I'' 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 âAnnexure - II''

10) EXTRACT OF ANNUAL RETURN

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

11) BOARD OF DIRECTORS

The Directors on the Board are having rich experience and 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

13) MEETING OF THE BOARD OF DIRECTORS

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 2022-23, the Board met Six (6) times viz. April 22, 2022, May 1 1, 2022, August 09, 2022, September 26, 2022, November 12, 2022 and January 27, 2023. The intervening gap between the Board Meetings was within the limits prescribed under the Act and the Rules made there under.

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

14) BOARD COMMITTEE

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 âAnnexure III'' forming part of this Annual Report.

15) OTHER COMMITTEES

The Board has constituted a Committee with the name as "Finance and Operations Committee" at their meeting held on June 29, 2020 to carry conveniently the increased finance, banking and administrative operations of the Company. The composition of the Committee is as follows:

1. Mr. Gautma Kumar Pal - Chairperson

2. Mr. Shrey Saraf - Member

3. Mr. Ashok Jain - Member

4. Mrs. Vinita Saraf - Member

Terms and References of Finance and Operations Committee are as follows:

1. Review the Companyâs 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.