Your Board of Directors are pleased to present the 21st 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 31,2026 and other accompanying reports, notes and certificates.

1) STATE OF COMPANY'S 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 31,2026 as compared to the previous financial year:

(S in lakhs)

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

b. Highlights of the Company’s Financial Performance for the year ended March 31,2026.Standalone

The Company has reported total revenue of C 1,36,905.25 lakh for the current year as compared to C 78,940.53 lakh
in the previous year. The earnings before interest, taxes, depreciation and amortization ('EBITDA') for the year without
considering other income is C 36,771.01 lakh as compared to C 19,105.35 lakh for the previous year. The Profit after
tax for the year under review amounted to C 23,321.97 lakh in the current year as compared to C 11,205.01 lakh in the
previous year.

Consolidated

The Company has reported total revenue of C 1,37,709.21 lakh during the year as compared to C 79,184.61 lakh in the
previous year. The earnings before interest, taxes, depreciation and amortization ('EBITDA') for the year is C 36,133.26
lakh as compared to C 18,640.11 lakh in the previous year. The Profit after tax for the year under review amounted to C
22,491.80 lakh as compared to C 10,978.95 lakh in the previous year.

The Audited Financial Statements for the Financial Year ended March 31, 2026, 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 40% i.e., C 0.80 (Indian Rupees Eighty Paisa only) per
equity share of face value C 2/- (Indian Rupees Two only) each, for the financial year ended March 31,2026. The dividend is
proposed to be paid on 6,31,22,390 (Six Crores Thirty-One Lakhs Twenty-Two Thousand Three Hundred Ninety) fully paid-up

equity shares of the Company.

This includes an increase of 34,01,360 (Thirty Four Lakhs
One Thousand Three Hundred Sixty) equity shares arising
from allotment under Qualified Institutional Placement
in accordance with the provisions of the Securities and
Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018 on July 02, 2026 and
12,500 (Twelve Thousand Five Hundred) equity shares
arising from allotment under the Employee Stock Option
Plan (ESOP) on July 03, 2026 (equity share capital on year
end date i.e. March 31,2026 was 5,97,08,530 equity shares).

The total dividend outgo aggregates to C 504.98 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,
prior to the Record Date.

The Board of Directors of the Company had approved
the Dividend Distribution Policy in line with Regulation
43A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred
to as "SEBI Listing Regulations") taking into account the
parameters prescribed in the said Regulations. The Policy
is also available on the website of the Company at https://
manoramagroup.co.in/investors-policies.

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

3) RESERVES:

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

Other than the above-mentioned amount, your Company
has not proposed to transfer any amount to General
Reserves for the year ended March 31,2026.

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:

A. The members through postal ballot on April 19,
2026, have approved raising of funds through
qualified institutions placement or through any other
permissible modes by issuance of securities for an
aggregate amount of up to INR 500 crore (Indian
Rupees Five Hundred Crore Only) in one or more
tranches and/or by way of one or more issuances.

B. The Board of Directors of the Company in its meeting
held on May 1 1, 2026, approved proposal to support
the setting up of a processing factory in Burkina Faso
through its wholly owned subsidiary, Taang Kaam
Industries SA, by way of any one or more of the
proposed financial assistance arrangements:

i. Increase in Share Capital / Equity Investment in
Taang Kaam Industries SA up to an aggregate
amount of C 150 Crore (Rupees One Hundred
Fifty Crore only); and/or

ii. Unsecured Loan(s) to Taang Kaam Industries
SA up to an aggregate amount of C 100 Crore
(Rupees One Hundred Crore only); and/or

iii. Corporate Guarantee(s), Bank Guarantee(s)
and/or Standby Letter(s) of Credit (SBLC) on
behalf of Taang Kaam Industries SA up to an
aggregate amount of C 100 Crore (Rupees One
Hundred Crore only).

C. The Company allotted 34,01,360 (Thirty-Four
Lakhs One Thousand Three Hundred Sixty) equity
shares through Qualified Institutional Placement
in accordance with the provisions of the Securities
and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018 on
July 02, 2026 and raised C 49,999.99 Lakhs ( Indian
Rupees Four Hundred Ninety Nine Crores Ninety Nine
Lakhs Ninety Nine Thousand and Two Hundred Only)

D. The Company allotted 12,500 (Twelve Thousand Five
Hundred) equity shares under the Employee Stock
Option Plan (ESOP) on July 03, 2026.

E. The Company has approved in its Board meeting
dated July 09, 2026, the Incorporation of Wholly
Owned Subsidiary Company in the country of
"Republic of Chad" with the initial subscribed capital
of CFA 1,00,00,000 (CFA One Crore Only) and on July
20, 2026 the wholly owned Subsidiary company
incorporated with the name of Manorama Savannah
Agro Chad SARL.

F. During the period between the end of the financial year

and the date of this Report, the Company voluntarily
deposited C20.64 crore towards differential customs
duty, IGST, interest and penalty in connection with an
inquiry initiated by the Customs Authorities regarding
certain imports under the India—UAE CEPA. The
Company has initiated recovery action against the
overseas supplier.

6) SHARE CAPITAL STRUCTURE AND CHANGES THEREIN:

The above details not include the 34,01,360 (Thirty-
Four Lakhs One Thousand Three Hundred Sixty) equity
shares arising from allotment under Qualified Institutional
Placement in accordance with the provisions of the
Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations, 2018 on July
02, 2026 and 12,500 (Twelve Thousand Five Hundred)
equity shares arising from allotment under the Employee
Stock Option Plan (ESOP) on July 03, 2026

During the year under review, there is no change in the
paid-up share capital of the Company except the above
34,13,860 equity shares allotted after the year end date i.e.
March 31,2026.

7) SUBSIDIARY COMPANIES, ASSOCIATES & JOINT
VENTURES:

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

During the year under review, a new Wholly Owned
Subsidiary ('WOS') of the Company has been incorporated
on January 16, 2026 in Burkina Faso with the name
"TAANG KAAM INDUSTRIES SA".

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

Pursuant to Regulation 16(1 )(c) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, MANORAMA SAVANNA GHANA LIMITED was

classified as a Material Subsidiary of the Company during
the financial year under review. The Board of Directors
acknowledged and took on record the said status in
compliance with the applicable provisions.

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

8) PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTY:

All Related Party Transactions ("RPT") that were entered
during the financial year under review were on an arm's
length basis and in the ordinary course of business
and are in compliance with the applicable provisions of
the Companies Act, 2013 ("the Act") and SEBI (Listing
Obligations and Disclosure Requirements) Regulation,
2015 ("SEBI Listing Regulations"), details of which are set
out in the Notes to Financial Statements forming part of
this Annual Report.

Further, the Company has entered into contracts/
arrangements/transactions with related parties which are
material in nature in accordance with the Act, SEBI Listing
Regulations and 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 SEBI
Listing Regulations, the Company has also formulated a
Policy on dealing with Related Party Transactions ('RPTs')
and the same is available on the website of the Company
at https://manoramagroup.co.in/investors-policies.

Details of transactions with related parties as required
under Section 134(3)(h) of the Act read with Rule 8(2) of
the Companies (Accounts) Rules, 2014 are provided in
‘Annexure II' in Form AOC-2 and forms part of this Report.

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

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

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 Ended March 31, 2026 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 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 comDrised of the below mentioned Ten (10) Directors:

APPOINTMENTS, RE-DESIGNATION AND RESIGNATION
DURING THE YEAR: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 11, 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.

Mrs. Vinita Ashish Saraf (DIN: 00208621)

Mrs. Vinita Ashish Saraf (DIN: 00208621), who was liable to
retire by rotation at the Annual General Meeting held on August
28, 2025, being eligible, offered herself for re-appointment
and was accordingly re-appointed at the said Annual General
Meeting.

Mr. Ashok Jain (DIN:09791163)

Mr. Ashok Jain (DIN: 09791163) was appointed as Whole time
Director of the Company effective from November 15, 2022.
The tenure of Mr. Ashok Jain was due to complete on November
14, 2025. The Board of Directors in its Meeting held on July 25,
2025 re-appointed him as Whole time Director of the Company,
for another term of 3 (Three) consecutive years commencing
from November 15, 2025 to November 14, 2028. The same was
approved by the members of the Company in Annual General
Meeting held on August 28, 2025.

Mr. Nipun Sumanlal Mehta (DIN: 00255831)

Mr. Nipun Sumanlal Mehta (DIN: 00255831) was appointed as
a Non-Executive Independent Director on the Board of your
Company for a period of Five (5) consecutive years effective
from March 05, 2021. The tenure of Mr. Nipun Sumanlal Mehta
(DIN: 00255831) was due to complete on March 04, 2026. His
re-appointment as a Non-Executive Independent Director for a
second term of five (5) years with effect from March 05, 2026
to March 04, 2031 (both days inclusive) was approved by the
Board of Directors at its meeting held on January 28, 2026. The
same was approved by the members of the Company through
postal ballot on March 01,2026.

Mr. Mudit Kumar Singh (DIN: 03276749)

Mr. Mudit Kumar Singh (DIN: 03276749) was appointed as a
Non-Executive Independent Director of the Company for a
period of Five (5) consecutive years effective from September
06, 2021. The tenure of Mr. Mudit Kumar Singh is due to expire
on September 05, 2026.

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, Mr. Gautam Kumar Pal (DIN:
07645652), 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 members’ approval for his
appointment forms part of the notice convening the ensuing
Annual General Meeting.

12) KEY MANAGERIAL PERSONNEL:

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:

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 and not more than one hundred
and twenty days shall intervene between two consecutive
meetings of the Board. During the financial year 2025¬
26, the Board met Six (6) times viz. April 26, 2025, July
25, 2025, August 28, 2025, October 17, 2025, January 28,
2026 and March 12, 2026. The intervening gap between
the Board Meetings was within the limits prescribed
under the Act and the Rules made there under and as per
Secretarial Standards on Board Meeting and SEBI (LODR)
Regulations, 2015.

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

14) BOARD COMMITTEE:

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

There has been no instance where the Board has not
accepted any of the recommendations of the Audit
Committee and Nomination remuneration 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
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 of Reference of the Finance and Operations

Committee as on March 31,2026, are 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.

(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 of Reference of the Investment Committee as
on March 31,2026, are 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 Company’s cash flow needs, and generate
competitive investment returns.

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

6) 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, 2026, 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.

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 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
Board’s 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 was 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 12, 2026
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 31,2026. 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
SEBI (LODR) Regulations, 2015, a detailed Management
Discussion and Analysis report is annexed and forms an
integral part of this Annual Report at Page No. 60.

23) BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Pursuant to Regulation 34(2)(f) of the SEBI (LODR)
Regulations, 2015, Business Responsibility and
Sustainability Report ("BRSR") covering disclosures on
Company’s performance on ESG (Environment, Social and
Governance) parameters is annexed herewith as Annexure
V and forms part of this Annual Report at Page No. 137.

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 SEBI 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 SEBI 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.

Note: The Company is in process of remitting remaining
capital subscribed amount (If any) 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
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:

According to Section 134(5)(e) of the 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 CLA Indus Value Consulting
Private Limited, as Internal Auditors of the Company
for the financial year 2025-26. 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 Green 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 21st 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 Act
read with the Companies (Corporate Social Responsibility
Policy) Rules, 2014, the Board of Directors of the Company
have constituted Corporate Social Responsibility ("CSR")
Committee. The Company has formed a CSR Policy, which
is available on the website of the Company at https://www.
manoramagroup.co.in/investors-policies. The Policy inter
alia briefs the areas in which CSR outlays can be made,
objectives, the various CSR Programs/Projects which can
be undertaken, implementation of the said programs and
projects, criteria for identification of the implementing
agencies, monitoring and evaluation mechanisms and
annual action plan.

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

Annual report on Corporate Social Responsibility (CSR)
activities including the initiatives undertaken by the
Company for the financial year 2025-26 is annexed to this
report as ‘Annexure VI'.

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

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 (RTA):

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

MUFG Intime India Private Limited (Formerly known as
Link Intime India Private Limited)

C 101, Embassy 247, LBS Marg, Vikhroli (West), Mumbai,
Maharashtra, 400083, India
Tel: 8108116767 Fax: 022-49186060
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 the 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 the 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 of 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 May 1 1, 2026, 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 2026-27. A remuneration of ' 1,00,000
(Rupees 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, the Board has recommended
that a resolution for seeking members’ ratification of
the remuneration payable to the Cost Auditors for the
financial year 2026-27 be placed at the ensuing 21st
Annual General Meeting and included in the Notice
convening the Annual General Meeting.

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

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

c. Secretarial Auditor:

Pursuant to the provisions of Regulation 24A of
SEBI Listing Regulations and Section 204 of the
Companies Act, 2013 read with the Rule 9 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the members
in the 20th Annual General meeting, had appointed
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.

The Secretarial Audit report for the financial year
ended March 31, 2026 in Form MR-3 is attached
as ‘Annexure VII' and forms an integral part of this
report. The report of the Secretarial Auditor does not
contain any qualifications, reservations or adverse
remarks, therefore, no details are required to be
disclosed.

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 11, 2026 has
appointed CLA Indus Value Consulting Private
Limited as Internal Auditor of the Company for the
financial year 2026-27.

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 Companies Act,
2013 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 ‘Annexure VIII' and forms part of
this report.

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

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 is the summary of the
complaints received and disposed off during the financial
year 2025-26:

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 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. Alifya Sapatwala, Partner, M/s. Mehta & Mehta,
Practicing Company Secretary, on its compliance and is
annexed to this Report as part of ‘Annexure IV'

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 the Companies
(Meetings of Board and its Powers) Rules, 2014 and the
SEBI Listing Regulations, the Company has formed a
Whistle Blower Policy and has established the necessary
Vigil Mechanism for directors and employees to report
instances of illegal activities, unethical behavior, actual
or suspected, fraud or violation of the Company’s Code
of Conduct or Ethics Policy. It also provides for adequate
safeguards against victimization of person who use this
mechanism and direct access to the Chairperson.

Further, the mechanism adopted by the Company
encourages the Whistle Blower to report genuine concerns
or grievances to the Audit Committee, and provides for
adequate safeguards against victimization of Whistle
Blower, who avail of such mechanism and also provides
for direct access to the Chairman of the Audit Committee,
in appropriate or exceptional cases. The Audit Committee
oversees the functioning of the same. Further, no personnel
have been denied access to the Audit Committee during
the Financial Year under review.

There was no instance of such reporting during the
financial year ended March 31,2026.

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 31,2026. The Company has paid the Listing fees
to the Stock Exchanges for the financial year 2025-26.

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, 2014. The ensuing 21st 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, 2026, the employee strength of the
Company was 523.

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
Regulations'). Further the Company has received In
principle approval for listing of shares to be allotted
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 and
from Bombay Stock Exchange Limited on November 02,
2021

The applicable disclosures as stipulated under SEBI
(Share Based Employee Benefits) Regulations, 2014 are
provided in ‘Annexure IX' to this Report and available on
the website of the Company at https://manoramagroup.
co.in/investors-company-announcements#others.

43) COMPLIANCE TO THE PROVISIONS RELATING TO THE
MATERNITY BENEFITS ACT, 1961:.

The company adheres to all legal compliances pertaining
to the Company as applicable with respect to Maternity
Benefits Act, 1961.

44) GENERAL:

Your Company states 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 2025-26.

f. The Company serviced all the debts & financial
commitments as and when they became due with the
banks 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.

h. There was no revision of financial statements and the
Board’s Report of the Company during the financial
year;

45) 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 2025-26. Their
Certificate forms part of the Corporate Governance Report.

46) 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.

47) 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
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.

For and on behalf of the Board of Directors
For Manorama Industries LimitedAshish Ramesh Saraf Ashok Jain

Managing Director Whole Time Director
DIN:00183357 DIN:09791163

Place: Raipur

Date : August 13, 2026