Manbro Industries Ltd Directors Report

To,

The Members,

MANBRO INDUSTRIES LIMITED

B- 99, Shop No.- 1, Ground Floor,

New Moti Nagar, New Delhi-110015

Your Directors pleased to present the 33^rd Annual Report of Manbro Industries Limited ("the Company") along with the Audited Financial Statements for the Financial Year ended 31^st March, 2025.

1. Financial Summary

During the financial year under review, the Company registered a profit of Rs 60.68 Lakh before tax on a standalone basis and a summary of the financial performance of the Company on a standalone basis is given below:

(in lakhs

Particulars	2024 -25	2023- 24
	(Current Year)	(Previous Year)
Income from Operations	195.70	2,399.88
Other Income	100.13	0.72
Total Income	295.83	2,400.59
Total Expenditure	235.15	2,372.95
Profit/ (Loss) before Tax	60.68	27.64
Less: Current Tax	(0.08)	4.03
Minimum Alternate Tax	--	__
Profit/ (Loss) After Tax	60.76	23.62
Opening Balance of Retained Earnings	(34.92)	(58.54)
Closing Balance of Retained Earnings	25.84	(34.92)
Balance Profit/Loss carry forward to the next year.	60.76	23.62

The Company is not required to give any consolidated accounts since it has no subsidiary, associate, or Joint Venture Company.

2. Dividend

During the financial year under review, your Board does not recommend any dividend.

3. Share Capital

The authorized share capital of the Company as on 31^st March, 2025, is Rs 10,25,00,000 (Rupees Ten Crore Twenty Five Lakhs only) divided into 1,02,50,000 (One Crore Two Lakh Fifty Thousand) equity shares of Rs 10 each, and the paid-up share capital of the Company as on 31^st March, 2025, is Rs 5,80,10,500 (Rupees Five Crore Eighty Lakh Ten Thousand Five Hundred only) divided into 58,01,050 (Fifty Eight Lakh One Thousand Fifty) equity shares of Rs 10 each.

During the financial year review, the Company increase its authorized share capital and paid- up share capital. To meet the requirements of growing business, the Company has come up with a Preferential Offer, which necessitates increasing the authorised share capital of the Company by infusion of more Capital into the Company.

The Authorized Share Capital stands at ^5,25,00,000/- (Rupees Five Crore Twenty-Five Lakhs Only) and it was proposed to increase the same by ^5,00,00,000 / - (Rupees Five Crore Only) to make it ^10,25,00,000/- (Rupees Ten Crore Twenty Five Lakhs Only).

The Paid- up Share Capital stands at Rs 50,10,500/ - (Rupees Fifty Lakh Ten Thousand Five Hundred only) and it was proposed to increase the same by Rs 5,30,00,000 (Rupees Five Crore Thirty Lakh only) to make it Rs 5,80,10,500/ - (Rupees Five Crore Eighty Lakh Ten Thousand Five Hundred only).

Further, the Company has neither bought back any of its securities nor issued any sweat equity shares or bonus shares or provided any stock options to its employees during the financial year under review.

4. Transfer to Reserves

The profit of Rs 60.76 Lakh earned during the year has been transferred to the Reserves.

5. Listing With Stock Exchanges

The Companys Equity Shares are listed on Bombay Stock Exchange and having the stock code:

BSE Limited (BSE): 512595

Phiroze Jeejeebhoy Towers, Dalal Street,

Mumbai - 400 001, Maharashtra, India

International Securities Identification Number (ISIN) of the Companys equity shares, having face value of Rs 10/- each, is INE348N01034.

Listing fees for the Financial Year 2025-26 have been paid to the Stock Exchanges.

6. Change in Nature of Business, if any

There has been no change in the nature of business of the Company during the financial year under review.

The company has suitably changed the existing main objects of MOA in order to incorporate the new activities. Presently, your company is engaged in the business of Manufacture, import, export, and trade iron and steel products, including GFRP rebar and byproducts and to produce and deal in eco-friendly building materials such as AAC blocks, cement, and related products and to establish and operate manufacturing facilities. The Board at its meeting held on 29^th May, 2025 has approved alteration of the MOA of the Company and members approval has also sought on 30^th June for the same.

7. Indian Accounting Standards (IND- AS)

Financial Statements of your Company for the financial year ended 31^st March, 2025, are prepared in accordance with provisions of Indian Accounting Standards (Ind-AS), as notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

8. Material Changes and Commitments, if any, affecting the Financial Position of the Company which have occurred between the end of Financial Year of the Company to which the Financial Statement relate and the date of this Report

During the financial year under review, there was a change in the promoter & promoter group shareholding due to the takeover/ acquisition of the Company as per Letter of Offer dated 5^th December, 2024:

Due to the said restructuring the previous promoter holding of 13,33,49 equity shares which belong to Mr. Rajiv Gupta, Mr. Kanhaiya Gupta and Mr. Haldher Gupta has been transferred into the pubic category. Further, the new promoter holding of 42,00,002 equity shares which belong to Mr. Dilip Kumar Goenka, Mr. Binod Kumar Goenka, Mr. Sunil Kumar Goenka and Mr. Mangi Lal Goenka is mentioned below:

S. No. Particulars	No. of Shares held	% of total no. of Shares
1 Dilip Kumar Goenka	19,95,000	34.39
2 Binod Kumar Goenka	11,55,000	19.91
3 Sunil Kumar Goenka	5,25,000	9.05
4 Mangi Lal Goenka	5,25,000	9.05
TOTAL	42,00,002	72.40

9. Details of Directors and Key Managerial Personnel

Directors:

The composition of the Board of Directors of the Company is in compliance with the provisions of the Companies Act, 2013 ("the Act") and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

As on the date of this Report, the Board of your Company has an optimal combination of Executive, Non— Executive, Women, and Independent Directors who bring to the table the right mix of knowledge, skills, and expertise and help the Company in implementing the best Corporate Governance practices.

With the change in the promoters, there is a change in the Management of your Company. Your Board has appointed Mr. Dilip Kumar Goenka (DIN: 02057814), Mr. Binod Kumar Goenka (DIN: 00518869), Mr. Sunil Sharma (DIN: 10940099), Ms. Varsha Bothra and Mr. Shalen Jain (DIN: 10939486) as Additional Directors of the Company on 12^th February, 2025, and in the Extra- ordinary General Meeting (EGM) of the Company the Members approved their appointment as Directors of the Company w.e.f. 30^th June, 2025.

Mr. Dilip Kumar Goenka has been appointed as Managing Director of the Company for a consecutive term of 5 (Five) years w.e.f. 30^th June, 2025.

In terms of Section 152 of the Companies Act, 2013 ("the Act"), Mr. Binod Kumar Goenka (DIN: 00518869), Director of the Company is liable to retire by rotation at the ensuing 33^rd Annual General Meeting and being eligible, offers himself for re-appointment. It is ascertained that the Directors appointment is not subject to disqualification mentioned under Sections 164 and 165 of the Act. A brief profile along with the consent of the Director seeking reappointment is given in "Annexure-C" of the Notice and is part of the Annual Report.

Mr. Rajiv Gupta, Mr. Haldher Gupta, Mr. Kanhiya Gupta, Ms. Shiya, Mr. Pankaj Kumar and Mr. Rajesh Kumar Raina resigned from the directorship of the Company w.e.f. 12^th February, 2025.

During the financial year under review, the Non-Executive Directors of your Company had no pecuniary relationship or transactions with your Company.

Your Board confirms that none of the Directors of the Company are disqualified from being appointed as Director in terms of Section 164 of the Act and necessary declaration has been obtained from all the Directors in this regard.

The Board plays a pivotal role in guiding the Companys overall direction by critically evaluating its strategic plans, governance policies, and operational performance, thereby reinforcing its commitment to effective oversight and sustainable value creation.

Key Managerial Personnel:

Mr. Bhuwan Singh Taragi resigned as Company Secretary & Compliance Officer of the Company, effective 14^th November, 2024. Board in its meeting held on 20^th December, 2024, had appointed Mr. Sajan Jain (ACS: 60771) as Company Secretary & Compliance Officer of the Company w.e.f. 20^th December, 2024.

Ms. Nalini Gupta resigned as Chief Financial Officer of the Company, effective 12^th February, 2025. Board in its meeting held on 12^th February, 2025, had appointed Mr. Nihit Agarwalla as the Chief Financial Officer of the Company w.e.f. 12^th February, 2025.

10. Declaration by Independent Directors

In terms of Section 149 of the Act and Regulation 16 (1) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), Mr. Sunil Sharma, Ms. Varsha Bothra and Mr. Shalen Jain are the Independent Directors of your Company. Your Board opined and confirmed, in terms of Rule 8 of the Companies (Accounts) Rules, 2014 that the Independent Directors are persons of repute, and integrity and possess the relevant expertise and experience (including proficiency) in their respective fields. Both the Independent Directors possess requisite qualifications, experience, and expertise and they hold the highest standards of integrity.

Under the provisions of Section 149 of the Act, both the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149 (6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of SEBI Listing Regulations, there has been no change in the circumstances affecting their status as Independent Directors. The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct.

11. Familiarisation Program for Independent Directors

The Independent Directors are regularly informed during meetings of the Board and its Committees on the business strategy, business activities, and regulatory updates. Whenever Directors are appointed, they are given a detailed orientation on the Company, industry, strategy, policies, Code of Conduct, regulatory matters, business, financial matters, and human resource matters of the Company.

Your Company has a familiarization program for the Independent Directors to familiarize them with the business model of the Company, their roles, rights, and responsibilities in the Company, the nature of the industry in which the Company operates, and related matters.

12. Annual Evaluation

The Nomination and Remuneration Policy of your Company empowers the Nomination and Remuneration Committee to formulate a process for effective evaluation of the performance of individual Directors, Committees of the Board, and the Board as a whole.

The Act requires that a formal annual evaluation needs to be made by the Board of its performance and that of committees and individual directors, Schedule IV of the Act states that the performance evaluation of independent directors shall be done by the entire Board of Directors excluding the director being evaluated.

Your Board formally assesses its performance based on parameters which, inter alia, include the performance of the Board on deciding long-term strategy, rating the composition and mix of Board members, discharging of governance and fiduciary duties, handling critical and dissenting suggestions, etc.

The parameters for the performance evaluation of the Directors include contribution made at the board meeting, attendance, instances of sharing best practices, domain knowledge, vision, strategy, engagement with senior management, etc.

The Chairperson(s) of the respective Committees based on feedback received from the Committee members on the outcome of the performance evaluation of the Committee, share a report to the Board.

The Independent Directors at their separate meeting review the performance of the NonIndependent Directors and the Board as a whole, Chairman of the Company after taking into account the views of the Executive Director and Non-Executive Directors.

The Chairman of the Nomination and Remuneration Committee leads the performance evaluation exercise. The outcome of the performance evaluation of the Committees of the Board and the Board is presented to the Nomination and Remuneration Committee and the Board of Directors of the Company and key outcomes, and actionable areas are discussed and acted upon.

13. Compliance with the applicable Secretarial Standards

During the financial year under review, your Company has followed the applicable Secretarial Standards, relating to the meeting of the Board of Directors (SS-1) and the General Meetings (SS-2), issued by the Institute of Company Secretaries of India (ICSI) and mandated as per the provisions of Section 118 (10) of the Act.

14. Number of Meetings of the Board

During the financial year under review, your Board met at regular intervals to discuss and decide on Company/ business policy and strategy. The notice and agenda with notes on each agenda item for the Board Meeting(s) were circulated as per the provisions of the Act and Articles of Association of the Company.

Meeting of the Board: 7 (Seven) Meetings of the Board were held during the financial year under review namely on 30^th May, 2024; 14^th August, 2024; 28^th August, 2024; 14^th November, 2024; 7^th December, 2024; 20^th December, 2024 and 12^th February, 2025. The gap between the two consecutive board meetings was within the prescribed period of 120 days as specified under the provisions of Section 173 of the Act and the SEBI Listing Regulations.

Following is the detail of attendance by each of the Directors at the Board Meetings held during the financial year under review:

S. No. Name of Director(s)	No. of Board Meetings
	Entitled to Attend	Attended
1 Mr. Dilip Kumar Goenka	1	1
2 Mr. Binod Kumar Goenka	1	1
3 Mr. Sunil Sharma	1	1
4 Ms. Varsha Bothra	1	1
5 Mr. Shalen Jain	1	1
6 Mr. Rajiv Gupta	7	7
7 Mr. Haldher Gupta	7	7
8 Mr. Kanhiya Gupta	7	7
9 Ms. Shriya	7	7
10 Mr. Pankaj Kumar	7	7
11 Mr. Rajesh Kumar Raina	7	7

*Mr. Dilip Kumar Goenka, Mr. Binod Kumar Goenka, Mr. Sunil Sharma, Ms. Varsha Bothra and Mr. Shalen Jain were appointed as Additional Director on the Board of the company w.e.f. 12^th February, 2025 and regularise as Directors by the approval of shareholders in the EGM w.e.f. 30^th June, 2025.

*Mr. Rajiv Gupta, Mr. Haldher Gupta, Mr. Kanhiya Gupta, Ms. Shriya, Mr. Pankaj Kumar and Mr. Rajesh Kumar Raina resigned from the directorship of the Company w.e.f. 12^th February, 2025.

15. Committees of the Board

Your Company has constituted 4 (four) committees required under the Act and the SEBI Listing Regulations for meeting operational convenience. Following are the details set out in brief for the terms of reference and the constitution of these Committees:

a. Audit Committee:

The Board has set up qualified and Independent Audit Committee in compliance with the requirements of Regulation 18 of SEBI Listing Regulations read with Section 177 of the Act. During the period under review, the Board of Directors of the Company accepted all the recommendations of the Audit Committee.

All the members of Audit Committee have the requisite qualification for appointment in the Committee and possess sound knowledge of finance, accounting practices and internal controls.

The Audit Committee consists of the following members:

(i) Mr. Sunil Sharma, Chairperson

(ii) Ms. Varsha Bothra, Member

(iii) Mr. Binod Kumar Goenka, Member

During the financial year under review, the Audit Committee met 5 (five) times namely on 30^th May, 2024; 14^th August, 2024; 28^th August, 2024; 14^th November, 2024; and 12^th February, 2025.

Following is the detail of the attendance of each of the members of the Audit Committee at its Meeting held during the year under review:

S. No. Name of Director(s)	No. of Board Meetings
	Entitled to Attend	Attended
1 Mr. Sunil Sharma	1	1
2 Ms. Varsha Bothra	1	1
3 Mr. Binod Kumar Goenka	1	1
4 Ms. Shriya	5	5
5 Mr. Pankaj Kumar	5	5
6 Mr. Kanhiya Gupta	5	5

* Mr. Binod Kumar Goenka, Mr. Sunil Sharma and Ms. Varsha Bothra were appointed as Additional Director on the Board of the company w.e.f. 12^th February, 2025 and regularise as Directors by the approval of shareholders in the EGM w.e.f. 30^th June, 2025.

* Mr. Kanhiya Gupta, Ms. Shriya and Mr. Pankaj Kumar resigned from the directorship of the Company w.e.f. 12^th February, 2025.

b. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee consists of the following members:

(i) Mr. Binod Kumar Goenka, Chairperson

(ii) Mr. Sunil Sharma, Member

(iii) Mr. Shalen Jain, Member

During the financial year under review, the Nomination and Remuneration Committee met 2 (two) times namely on 20^th December, 2024 and 12^th February, 2025.

Following is the detail of the attendance of each of the members of the Nomination and Remuneration Committee at its Meetings held during the financial year under review:

S. No. Name of Director(s)	No. of Board Meetings
	Entitled to Attend	Attended
1 Mr. Binod Kumar Goenka	1	1
2 Mr. Sunil Sharma	1	1
3 Mr. Shalen Jain	1	1
4 Ms. Shriya	2	2
5 Mr. Pankaj Kumar	2	2
6 Mr. Rajesh Kumar Raina	2	2

* Mr. Binod Kumar Goenka, Mr. Sunil Sharma and Mr. Shalen Jain were appointed as Additional Director on the Board of the company w.e.f. 12^th February, 2025 and regularise as Directors by the approval of shareholders in the EGM w.e.f. 30^th June, 2025.

* Ms. Shriya, Mr. Pankaj Kumar and Mr. Rajesh Kumar Raina resigned from the directorship of the Company w.e.f. 12^th February, 2025.

c. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee consists of the following members:

(i) Mr. Binod Kumar Goenka, Chairperson

(ii) Ms. Varsha Bothra, Member

(iii) Mr. Shalen Jain, Member

During the financial year under review, the Stakeholders Relationship Committee met 4 (Four) time namely on 30^th May, 2024; 14^th August, 2024; 14^th November, 2024; and 12^th February, 2025.

Following is the detail of the attendance of each of the members of the Stakeholders Relationship Committee at its Meetings held during the financial year under review:

S. No. Name of Director(s)	No. of Board Meetings
	Entitled to Attend	Attended
1 Mr. Binod Kumar Goenka	1	1
2 Mr. Shalen Jain	1	1
3 Ms. Varsha Bothra	1	1
4 Ms. Shriya	4	4
5 Mr. Haldher Gupta	4	4
6 Mr. Kanhiya Gupta	4	4

* Mr. Binod Kumar Goenka, Ms. Varsha Bothra and Mr. Shalen Jain were appointed as Additional Director on the Board of the company w.e.f. 12^th February, 2025 and regularise as Directors by the approval of shareholders in the EGM w.e.f. 30^th June, 2025.

* Mr. Haldher Gupta, Mr. Kanhiya Gupta and Ms. Shriya resigned from the directorship of the Company w.e.f. 12^th February, 2025.

d. Risk Management Committee:

The Risk Management Committee consists of the following members:

(i) Mr. Dilip Kumar Goenka, Chairperson

(ii) Mr. Sunil Sharma, Member

(iii) Mr. Binod Kumar Goenka, Member

(iv) Mr. Shalen Jain, Member

During the financial year under review, the Risk Management Committee met 1(one) time namely on 12^th February, 2025.

Following is the detail of the attendance of each of the members of the Risk Management Committee at its Meetings held during the financial year under review:

S. No. Name of Director(s)	No. of Board Meetings
	Entitled to Attend	Attended
1 Mr. Dilip Kumar Goenka	1	1
2 Mr. Sunil Sharma	1	1
3 Mr. Binod Kumar Goenka	1	1
4 Mr. Shalen Jain	1	1
5 Ms. Shriya	1	1
6 Mr. Haldher Gupta	1	1
7 Mr. Kanhiya Gupta	1	1

*Mr. Dilip Kumar Goenka, Mr. Binod Kumar Goenka, Mr. Sunil Sharma and Mr. Shalen Jain were appointed as Additional Director on the Board of the company w.e.f. 12^th February, 2025 and regularise as Directors by the approval of shareholders in the EGM w.e.f. 30^th June, 2025.

* Mr. Haldher Gupta, Mr. Kanhiya Gupta and Ms. Shriya resigned from the directorship of the Company w.e.f. 12^th February, 2025.

16. Managements Discussion and Analysis Report

In terms of provisions of Regulation, 34(2) read with Para B of Schedule V of the SEBI Listing Regulations, a detailed review of the operations, performance, and outlook of the Company and its business is given in the Management Discussion and Analysis Report, which is furnished in "Annexure A".

Part A of Schedule V of SEBI Listing Regulations is with respect to the Related Party Disclosures. Your Company does not have any holding company or subsidiary company.

Your Company does not have any details of shares in the Demat suspense account/ or unclaimed suspense account and hence there is no disclosure made as per Part F of Schedule V of SEBI Listing Regulations.

There were no agreements binding your Company during the financial year under review and hence there is no disclosure made as per Part G of Schedule V of SEBI Listing Regulations.

17. Corporate Governance

Your Company practices a culture that is built on core values and ethical governance practices and is committed to transparency in all its dealings. However, the Company is listed on Bombay Stock exchange, by virtue of Regulation 15 of SEBI (Listing Obligation & Disclosure Requirements), Regulations, 2015, the compliance with the Corporate Governance provisions as specified in Regulation 17 to 27 and clause (b) to (i) of sub regulation (2) of regulations 46 and para-C, D and E of Schedule V are now applicable to the Company. Hence Corporate Governance Report forms part of this Board Report and is furnished in as "Annexure B".

18. CEO and CFO Certification

The Certificate, as required under Regulation 17 (8) of the Listing Regulations, duly signed by the Managing Director and Chief Financial Officer of the Company, was placed before the Board, and the same is enclosed to this Report and forms part of the Annual Report and is furnished in as "Annexure- D".

19. Corporate Social Responsibility (CSR)

The provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 do not apply to the Company and hence, your Company is not required to adopt the Corporate Social Responsibility Policy or constitute a Corporate Social Responsibility Committee during the financial year under review.

20. Human Resources

The well-disciplined workforce which has served the Company for the very foundation of the companys major achievements and shall well continue for the years to come. The management has always carried out systematic appraisal of performance. The Company has always recognized talent and has judiciously followed the principle of rewarding performance.

21. Directors Responsibility Statement

As required under Section 134 (5) of the Act, the Directors, to the best of their knowledge and ability confirm that:

(i) In the preparation of the annual accounts for the financial year that ended 31^st March, 2025, the applicable accounting standards were followed along with the proper explanation relating to material departures;

(ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as of 31^st March, 2025, and its profit and loss for the financial year under review;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared the annual accounts for the financial year 2024-25 on a going concern basis;

(v) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi)They have devised proper systems to ensure compliance with the provisions of all the applicable laws and that such systems are adequate and operating effectively.

22. Companys policy relating to Appointment, Payment of Remuneration to Directors, and Discharge of their duties

As per the provisions of Section 178(3) and Section 134 (3) (e) of the Act and on the recommendation of the Nomination & Remuneration Committee of the Company, the Board of Directors had approved a Policy which lays down a framework about appointment and remuneration of Directors, Key Managerial Personnel and the other employees and their remuneration which are furnished in "Annexure E".

The Policy broadly lays down the guiding principles, philosophy, and the basis for payment of remuneration to Directors, Key Managerial Personnel, and other employees. The policy also provides the criteria for determining qualifications, positive attributes, and Independence of the Director and criteria for appointment of Key Managerial Personnel/Senior Management while making the selection of the candidates.

The Policy on Appointment and Remuneration of the Directors as approved by the Board is available on the website of the Company and can be accessed through the web link https: // www.unimodeoverseas.in/corporate-announcements

23. Particulars of Loans, Guarantees, or Investments made u/s 186 of the Companies Act, 2013

During the financial year under review, your Company has not given any loan or guarantee made any investment, or provided any security under Section 186 of the Act.

24. Contracts and arrangements with Related Party

In order to transactions with related parties falls under the scope of Section 188(1) of the Act, the Information on transactions with related parties pursuant to Section 134(3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given as per Form AOC-2 which is furnished in as "Annexure- F".

25. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

During the period under review there was no energy conservation, technology absorption and foreign Exchange Earnings.

The information about the conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo as required under Section 134 (3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in as "Annexure G".

26. Statement indicating development & implementation of Risk Management Policy

Your Company has in place a mechanism to identify, assess, monitor, review, and mitigate various risks to key business objectives that may threaten the existence of the Company. The major risks identified by the business and functions are systematically addressed through mitigating actions continuously. The Policy on Risk Management as approved by the Board is available on the Companys website and can be accessed through the web link below: https: // www.unimodeoverseas.in/corporate-announcements

27. Details of significant material orders passed by the Regulators / Courts / Tribunal impacting the Going Concern status & Companys Operation in the future

During the financial year under review, the Company has not received any significant orders/ material orders passed by any of the Regulators/ Courts/ Tribunals impacting the ongoing concern status of the Company and its operations in the future.

28. Vigil Mechanism Policy

Your Company is committed to maintaining an ethical workplace that facilitates the reporting of potential violations of the Companys policies and applicable laws. To promote the highest ethical standards, your Company encourages its employees who have concern(s) about any actual or potential violation of the legal & regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc. any claim of theft or fraud, and any claim of retaliation for providing information to or otherwise assisting the Audit Committee, to come forward and express his/her concern(s) without fear of punishment or unfair treatment.

The Policy also provides the mechanism for employee(s) to raise their concerns that could have a grave impact on the operations, performance, value, and reputation of the Company and also provides direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The Whistle Blower Policy/ Vigil Mechanism Policy of the Company is available on the website at: https://www.unimodeoverseas.in/

29. Deposits

During the financial year under review, your Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Act read with Companies (Acceptance of Deposit) Rules, 2014, and no amount on account of principal or interest on deposits from the public was outstanding as on the date of the balance sheet.

30. Extract of Annual Return

The Annual Return of the Company in form MGT- 7 as required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return for the Financial Year 2024-25, which will be filed with the Registrar of Companies/MCA, is hosted on the Companys website and can be accessed at: https://www.unimodeoverseas.in/

31. Maintenance of Cost Records

During the financial year under review, your Company is not required to maintain Cost Records as specified by the Central Government under Section 148 (1) of the Act.

32. Registrar and Transfer Agent

During the financial year under review, your Companys Registrar and Transfer Agent was Beetal Financial and Computer Services(P) Limited.

33. Remuneration of Directors, Key Managerial Personnel & Senior Management

The disclosure about remuneration and other details, as required to be furnished under Section 197 (12) of the Act read with Rule 5(1) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are as follows:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year ended on 31^st March, 2025, is NIL as none of the Directors is paid any remuneration.

b. The percentage increase in remuneration of each director, Chief Executive Officer, Chief Financial Officer, and Company Secretary in the financial year is NIL.

c. The percentage increase in the median remuneration of employees in the financial year is NIL.

d. The number of permanent employees on the rolls of the Company is Two (2)

e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration is NIL as no remuneration was increased to any managerial personnel any time during the financial year under review.

f. Affirmation that the remuneration is as per the remuneration policy of the Company: The remuneration paid to the Directors, Key Managerial Personnel, and Senior Management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act.

Your Company does not have any employee drawing remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

34. Disclosure regarding the issue of Employee Stock Option

Your Company does not have any Employee Stock Option Scheme/ Plan.

35. Details of Subsidiary, Joint Venture, or Associate Companies

Your Company does not have any Subsidiary Company/Joint Venture/ Associate Company.

36. Statutory Auditor

The members of the Company at its 32^nd Annual General Meeting had appointed M/s Umesh Amita & Company, Chartered Accountants (FRN: 007238C) as the Statutory Auditor of the Company to hold office from the conclusion of 32^nd Annual General Meeting till the conclusion of 37^th Annual General Meeting of the Company.

However, M/s Umesh Amita & Company, Chartered Accountants, to enable the management make required changes, vide their resignation letter dated 11^th August, 2025 have resigned as the Statutory Auditor of the Company effective from 11^th August, 2025 which resulted into casual vacancy in the office of Statutory Auditor as envisaged by Section 139(8) of the Companies Act, 2013 and Board took note of the same.

The Board of Directors at its meeting held on 26^th August, 2025, as per the recommendation of the Audit Committee, and pursuant to the provisions of Section 139(8) of the Companies Act, 2013, passed resolution for recommendation/ appointment of M/s V.N. Purohit & Company, Chartered Accountants (FRN: 304040E), to hold office as the Statutory Auditors of the Company till the conclusion of 33^th AGM and to fill the casual vacancy caused by the

resignation of M/s Umesh Amita & Company, Chartered Accountants, subject to the approval of the members in the ensuing General Meeting of the Company.

The Board of Directors at its meeting held on 3^rd September, 2025, as per the recommendation of the Audit Committee and pursuant to Section 139 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions if any, recommended the appointment of M/s V.N. Purohit & Company, Chartered Accountants (FRN: 304040E), as Statutory Auditors of the Company to hold office for a period of five years, from the conclusion of the 33^rd Annual General Meeting ("AGM"), till the conclusion of the 38^th AGM of the Company to be held in the year 2030. The appointment of M M/s V.N. Purohit & Company, Chartered Accountants (FRN: 304040E) as Statutory Auditors of the Company is recommended for approval of the shareholders of the Company.

The basis of recommendation of M/s V.N. Purohit & Company, Chartered Accountants for appointment as Statutory Auditors are particulars of experience, attributes and skills that qualify M/s V.N. Purohit & Company, Chartered Accountants for appointment as Statutory Auditor, are disclosed in the explanatory statement forms part of the AGM Notice.

Auditors Report:

Your Companys Directors have examined the Statutory Auditors Report issued by M/s Umesh Amita & Company, Chartered Accountants (FRN: 007238C) on the Annual Accounts of the Company for the financial year ended 31^st March, 2025. There are no observations (including any qualifications, reservations, adverse remarks, or disclaimers) of the Auditors in the Audit Report. Further, the notes to the accounts referred to in the Auditors Report are self-explanatory.

37. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the rules framed there under Ms. Ritika Wasson, Proprietor of Ritika Wasson & Co., Company Secretaries was appointed as Secretarial Auditor of the Company and the Secretarial Audit Report issued in Form MR-3 is furnished in as "Annexure H".

Further, the Board at its meeting held on 3^rd September, 2025 has subject to approval of shareholders of the Company, approved the appointment of Ms. Ritika Wasson, Proprietor of Ritika Wasson & Co., Company Secretaries as the Secretarial Auditor of the Company for a term of five years commencing from the financial year 2025-26 up to financial year 2029-2030 at a remuneration fixed by the Board of Directors of the Company in consultation with Audit Committee from time to time. The said proposal forms a part of the notice of the AGM.

38. Internal Auditor

The Internal Auditor of the Company reports to the Managing Director and the Audit Committee of the Board. The Internal Auditor reviews and approves a risk-based annual internal audit plan as per the scope, functioning, periodicity, and methodology for conducting the internal audit.

M/s Kamal Chopra & Associates, Chartered Accountants performs the duties of internal auditors of the Company and their Report is reviewed by the audit committee from time to time.

The Internal Audited Report for the financial year ended 31^st March, 2025 was submitted by the Internal Auditor for the purpose of Board consideration.

39. Explanation or Comments on Qualifications, Reservations or Adverse Remarks or Disclaimers made by the Auditors and the Practicing Company Secretary in their Reports

The observations made in the Auditors Report are self-explanatory and do not call for any further comments u/s 134(3) (f) of the Companies Act, 2013. The Auditors and Practicing Company Secretary have not made any qualifications in their respective Report(s).

40. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

Your Company has in place a Policy for a free workplace as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 (POSH, 2013). Your Company has complied with the provision relating to the constitution of the Internal Committee under POSH, 2013. Your Company is committed to providing a safe and conducive work environment to all of its employees and associates. During the financial year under review, no complaints about sexual harassment of women at the workplace under POSH, 2013 were received by the Company.

41. Internal Control System and Adequacy of Internal Financial Controls

Your Company has an adequate system of Internal Financial Control commensurate with its size and scale of operations, procedures, and policies, ensuring the efficient and orderly conduct of its business, including adherence to the Companys policy, safeguarding of its assets, prevention, and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

Based on the assessment carried out by the Management and the evaluation of the results of the assessment, your Board is of the opinion that the Company has an adequate Internal Financial Control System that is operating effectively during the financial year under review.

There were no instances of fraud that necessitated reporting of material misstatements to the Companys operations,

42. Code Of Conduct

The Board has laid down a Code of Conduct ("Code") for Board Members, Managerial Personnel and for Senior Management Employees of the Company. The Code has been posted on the Companys website at: https: / /www.unimodeoverseas.in

All the Board Members and Senior Management Personnel have affirmed compliance with this Code.

The Board has also laid down a Code of Conduct for Independent Directors pursuant to Section 149(8) and Schedule IV of Companies Act, 2013 via terms and conditions for appointment of Independent Directors, which is guide to professional conduct for Independent directors and has been uploaded on the website of the company at: https://unimodeoverseas.in/corporate-announcements

43. Details of the application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the period along with their status as of the end of the Period

During the financial year under review and till the date of this Report, your Company has neither made any application against anyone nor any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

44. Difference in Number of Valuations, if any

There were no instances where your Company required the valuation for one time settlement or while taking any loan from the Banks or Financial Institutions.

45. Caution Statement

Statement in this Annual Report describing the Companys objectives, expectations or predictions may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement.

46. Acknowledgment

Your Board places on record its gratitude to the government and regulatory authorities including the BSE Limited and the correspondent banks for their support. Your Board acknowledges the support of the shareholders and also places on record its sincere thanks to its valued client for its continued patronage. Your Board also appreciates all employees of the Company for their sincere work and commitment.

	For and on Behalf of the Board of Directors
		Manbro Industries Limited
	Sd/- Dilip Kumar Goenka (Managing Director)	Sd/- Binod Kumar Goenka (Director)
Date: 3rd September, 2025 Place: Guwahati	DIN: 02057814	DIN: 00518869