Manorama Industries Ltd

Dear Members,

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)

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

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 Company's Dividend Distribution Policy.

3) RESERVES:

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

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

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 "Manorama 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:

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 Company's 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 arm's 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 Arm's 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 ('RPTs') and the same is available on the website of the Company at https://manoramagroup.co.in/investors-policies.

Details of transactions with related parties as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in ‘Annexure 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 ‘Annexure - 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 Company's size, complexity and business.

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

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

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 Members' 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.

Director retiring by rotation

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 members' 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:

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

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

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

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

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

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

7. Carry out any other function as 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 DirectorsResponsibility Statement, the Board of Directors, with thebest 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 lawsand 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 andits 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 satisfythe 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 Company's 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 Company's policies, the safeguarding of its assets, the prevention and early detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Company has a well-established internal control framework, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls and the Board is responsible for ensuring that IFC are laid down in the Company and that such controls are adequate and operating effectively.

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

The Company has appointed 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 Auditor's findings are discussed with the process owners and suitable corrective actions are taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

The Company's internal control systems are commensurate with the nature of its business, size and complexity of the operations.

28) GREEN INITIATIVES:

The Company fully supports the Ministry of Corporate Affairs' initiative to minimize the use of paper for 'all official communication'. In line with this, the Company sends all notices and documents, including the Annual Report, to shareholders who have registered for the same, by e-mail. This has led to a significant 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 Company's 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 Company's key priorities. The details of the Committee along with its terms of reference has been disclosed in detail in the Corporate Governance section of Annual Report.

Annual Report on Corporate Social Responsibility (CSR) activities including the initiatives undertaken by the Company for the financial year 2023-24 is annexed to this Report as ‘Annexure 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 Company's 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 members' 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 members' 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 arm's length relationship with the Company.

During the year under review, the Cost Auditor had not reported any fraud under Section 143(12) of the 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 ‘Annexure 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 ‘Annexure 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:

36) CORPORATE GOVERNANCE:

The Company's Corporate Governance Practices are a reflection of value system encompassing culture, policies, and relationships with the stakeholders. Integrity and transparency are key to Corporate Governance Practices to ensure that Company gain and retain the trust of stakeholders at all times. It is about maximizing shareholder value legally, ethically and sustainably. The Board exercises its fiduciary responsibilities in the widest sense of the term.

Pursuant to Regulation 34(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 ‘Annexure 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 Company's Code of Conduct or Ethics Policy. It also provides for adequate safeguards against victimization of person who use this mechanism and direct access to the Chairperson.

Further, the mechanism adopted by the Company encourages the Whistle Blower to report genuine concernsor 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 Directors' and 'General Meetings', 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 Regulations'). Further the Company has received In principle approval for listing of shares to be alloted pursuant to Manorama Industries Limited Employee Stock Option Plan 2021 ("MIL ESOP 2021") from the National Stock Exchange of India Limited on March 26, 2024.

The applicable disclosures as stipulated under SEBI (Share Based Employee Benefits) Regulations, 2014 are provided in ‘Annexure 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 Directors' 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 Company's performance.

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