Manilam Industries India Ltd Directors Report

DIRECTORS REPORT

Dear Members,

Your Directors have immense pleasure in presenting the 11^th Board Report together with the Audited Financial Statement of your Company for the financial year ended March 31, 2026.

FINANCIAL HIGHLIGHTS

Certain highlights of the Companys financial performance (on standalone and consolidated basis) during the financial year ended March 31, 2026, as compared to the previous financial year are summarized below:

	(All values are in Rs. Lacs, unless stated otherwise)
Particulars	Standalone		Consolidated
	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Revenue from Operations	10,415.97	14,002.65	10,427.88	14,002.65
Other Income	40.60	213.57	40.61	213.59
Total Income	10,456.57	14,216.22	10,468.49	14,216.24
Total Expenses	10,163.00	13,281.16	10,166.25	13,272.43
Profit/(Loss) before Taxation	293.57	935.06	302.24	943.81
Less: Tax Expenses	93.62	307.63	96.33	307.23
Profit/(Loss) for the year after net of tax	199.95	627.43	205.91	636.58
Other Comprehensive Income/(Loss) for the year	0.52	(2.18)	0.52	(2.18)
Total Comprehensive Income/(Loss) for the Year	199.43	629. 61	205.39	638. 76

Notes: The above figures are extracted from the Audited Standalone and Consolidated Financial Statements of the Company, prepared as per the Indian Accounting Standards (Ind AS).

BRIEF DESCRIPTION OF THE STATE OF THE COMPANYS AFFAIRS & FUTURE OUTLOOK

Manilam Industries India Limited has consolidated its standing as a trusted brand in the Indian Laminate industry, offering a broad range of designer laminates, and plywood. The Companys operations are anchored by an extensive distribution network of dealers and distributors, ensuring strong presence across both urban and semi-urban markets.

During the year, the Company sharpened its focus on premium products, quality assurance and customer satisfaction. It also commenced direct distribution operations in Bangalore, which is expected to contribute positively to the Companys growth and market reach in the coming years.

Designer Laminates remains the principal revenue contributor, supported by over a dozen product variants spanning multiple thicknesses and applications. The portfolio addresses diverse customer requirements - from premium, high-durability laminates to value-driven utility grades.

The Company continues to uphold high standards of quality, compliance and sustainability and holds BIS certification under IS 2046:1995, along with ISO 9001:2015, ISO 14001:2015 and ISO 45001:2018 certifications. Continuous emphasis was also placed on research, innovation and batch-wise quality testing to enhance product performance and value creation.

Looking ahead, Manilam is focused on leveraging new capacity, strengthening its brand, and expanding reach in regulated markets. With a sharper emphasis on compliance, innovation, and sustainability, the Company is positioned to deepen its leadership role and deliver consistent value to its stakeholders.

LISTING INFORMATION

The Equity Shares of the Company were listed with NSE Emerge Platform of National Stock Exchange of India Limited on 27^th February, 2026 and are in dematerialized form. The ISIN of the Company is INE1ERK01013. The Company has appointed M/s. MAS Services Limited, having its office at T-34, 2nd Floor, Okhla Industrial Area, Phase-II, New Delhi-110020, as its Registrar and Share Transfer Agent ("RTA") for providing share registry and transfer services to the shareholders and for maintaining electronic connectivity with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL). Following the Listing of the Companys Equity Shares, the status of the Company has changed from an Unlisted Public Company to a Listed Public Company. Consequently, the Corporate Identification Number ("CIN") of the Company has been revised from U20296WB2015PLC208559 to L20296WB2015PLC208559.

WEBSITE OF THE COMPANY

The Company maintains a functional website at www.manilam.com. containing relevant information about the Company, including details of its business, financial information, shareholding, policies, code of conduct, and other statutory disclosures as required under applicable laws.

STATEMENT OF UTILIZATION OF FUNDS RAISED THROUGH INITIAL PUBLIC OFFERING ("IPO") UNDER REGULATION 32 (1) OF THE SEBI LODR REGULATIONS

The Company has issued and allotted 46,98,000 Equity Shares of Rs. 10/- each fully paid up at a price of Rs. 69/- each including premium of Rs. 59/- per equity share each by way of IPO.

The details of utilization of IPO Issue Proceeds as on 31^st March, 2026 is mentioned below:

			(All values are in Rs. Lacs, unless stated otherwise)
Sr. No.	Object of the Issue as per Prospectus	Amount allocated for the Object	Amount utilized till 31st March, 2026	Deviation/ Variation from Applicable Object	Unutilized amount as on 31st March, 2026
1.	Capital Expenditure- Purchase of Equipment/ Machineries	125.00	-	-	125.00
2.	Capital Expenditure- Purchase and installation of Solar Panel	220.00	-	-	220.00
3.	Repayment in full or in part, of certain loan	350.00	350.00	-	-
4.	Working Capital Requirement	1,665.00	1,061.62	-	603.38
5.	Offer for sale	753.48	753.48	-	-
6.	Issue Related Expenses	400.00	400.00	-	-
7.	Expenses for General Corporate Purpose	481.62	480.00	-	1.62
Total		3995.10	3045.10		950.00

SUBSIDIARY COMPANIES, ASSOCIATE COMPANIES AND JOINT VENTURES

A statement containing salient features of the Companys wholly owned subsidiary and joint venture company in Form AOC-1 is annexed to this report as Annexure-I. Further, Company has no Associate Company as on 31^st March, 2026.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, the Company was not required to transfer any funds to the Investor Education and Protection Fund.

TRANSFER TO RESERVES

The Board of Directors has decided not to transfer any amount to the reserves for the year under review.

DIVIDEND

The Board of Directors, after considering all relevant factors, has decided it would be prudent not to recommended any dividend for the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has neither invited nor accepted or renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, as amended.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that:

a) in the preparation of the annual financial statements, the Company has followed the applicable accounting standards and there are no material departures from the same.

b) they 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) 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 annual financial statements have been prepared on a going concern basis;

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

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

SHARE CAPITAL

AUTHORISED SHARE CAPITAL:

As on March 31, 2026, the Authorised Share Capital is Rs. 25 crores divided into 2.5 crore equity shares of Rs. 10/- each. There has been no change in the Authorised Share Capital of the Company during the year under review.

ISSUED AND PAID-UP SHARE CAPITAL:

As on March 31, 2026, the Company has paid-up share capital of Rs. 21.84 crore divided into 2.18 crore equity shares of Rs. 10/- each, as on 31^st March, 2026.

Increase in Paid-up Share Capital:

During the year under review, your Company has increased its paid-up capital several times, by the following mechanism:

1. Your Company issued and allotted 1,50,000 equity shares of Rs. 10/- each at a price of Rs. 400/- (including premium of Rs. 390/-) by way of Preferential Issue to identified group of investors, as approved by Special Resolution dated 22^nd May, 2025, resulting in an increase in Issued & Paid-up Share Capital to Rs.2,45,00,000 from Rs.2,30,00,000.

2. Your Company issued and allotted 1,47,00,000 equity shares of Rs. 10/- each by way of Bonus Issue to the shareholders of the Company as on record date, as approved by Special Resolution dated 04^th July, 2025, resulting in an increase in Issued & Paid-up Share Capital to Rs.17,15,00,000 from Rs.2,45,00,000.

3. Subsequently, your Company came out with initial public offer resulting in an increase in Issued & Paid-up Share Capital to Rs. 21,84,80,000 from Rs. 17,15,00,000.

The complete details including reconciliation thereof has been provided in Note number 15 of the Standalone Financial Statement of Accounts as on 31.03.2026.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Composition of Board of Directors as of March 31, 2026:

Sl. No. Name	Designation	DIN/PAN
1. Umesh Kumar Nemani	Managing Director	00770920
2. Manoj Kumar Agrawal	Managing Director	00067194
3. Sanjay Kumar Agarwal	Director	00291003
4. Aman Kumar Nemani	Whole-time Director	08294965
5. Anubhav Kumar Nemani	Director	09087698
6. Sreyas Agrawal	Director	10768514
7. Ganapathy Anantha Narayanan	Independent Director	09491346
8. Rajesh Jalan	Independent Director	00473340
9. Shikha Gupta	Independent Director	10654047

Key Managerial Personnel as of March 31, 2026:

Sl. No. Name	Designation	PAN
1. Umesh Kumar Nemani	Managing Director	ACJPN8715E
2. Manoj Kumar Agrawal	Managing Director	ACVPA3111B
3. Aman Kumar Nemani	Whole-time Director	AYEPN5952E
4. Niraj Kumar Agarwal	Chief Financial Officer	AGKPA2622E
5. Nidhi Dhelia	Company Secretary	AMUPJ9660K

Appointment of Director:

During the year under review, Mr. Rajesh Jalan (DIN: 00473340) was appointed as an Independent Director (under Non-Executive Category) of the Company for a term of five consecutive years, with effect from 2^nd September, 2025, pursuant to the approval of the Members obtained at the Annual General Meeting held on 27^th September, 2025.

Changes in Directors:

There was following changes took place during the financial year ended 31^st March, 2026:

a) Mr. Vivek Chiraniya resigned on 1^st September 2025 from the post of independent director, and subsequently, Mr. Rajesh Jalan was appointed as independent director for a period of 5 years with effect from 2^nd September 2025.

b) Mr. Sreyas Agrawal resigned from the post of Whole-time Director w.e.f, 5^th July 2025 and continued to act as Non-executive Director;

Changes in Key Managerial Personnel:

There was following changes took place during the financial year ended 31^st March, 2026:

a) Mr. Bajrang Agarwal resigned from the post of Chief Financial Officer (CFO) w.e.f, 25^th August, 2025, and subsequently, Mr. Niraj Kumar Agarwal was appointed in his place on the even date.

Compliance and Disclosures:

Based on the declarations received from the Directors of the Company, none of the Directors are disqualified from being appointed or continuing as a Director in terms of the provisions of Section164 of the Companies Act, 2013. All the Directors have also furnished the necessary disclosures and declarations as required under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pecuniary Relationship:

During the Financial Year under review, the Non-Executive Directors of the Company had no material pecuniary relationship with the Company and its subsidiary, other than the payment of sitting fees for attending meetings of the Board and its Committees.

*Mr. Sreyas Agrawal (Non-Executive Director as on 31^st March, 2026) served the Company in the capacity of a Whole-time Director uptill 5^th July, 2026. During the aforesaid period, he was paid remuneration as per his terms of appointment, as a Whole-time Director.

Director Retiring by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Aman Kumar Nemani (DIN: 08294965), and Mr. Sanjay Kumar Agarwal (DIN:00291003) Director of the Company, are liable to retire by rotation and, being eligible, has offered himself for reappointment. A resolution seeking the approval of shareholders for their re-appointment will be included in the Notice of the Annual General Meeting of the Company.

Independent Directors

Pursuant to the provisions of Section 149 of the Companies Act, 2013 read with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 25 of the SEBI (LODR) Regulations, 2015, the Independent Directors of the Company have submitted declarations that they meet the criteria of independence, and confirmed the inclusion of their names in the Independent Directors database maintained by the Indian Institute of Corporate Affairs.

The Board is of the opinion that the Independent Directors possess integrity, expertise and experience and fulfil the conditions specified under the Act and the SEBI Listing Regulations and are independent of the management.

As per the provisions of Companies Act, 2013 and the Listing Regulations, a separate meeting of the Independent Directors was held on 12^th January, 2026, without the presence of NonIndependent Directors, to review the performance of the Non-Independent Directors and the Board as a whole, and assess the quality, quantity and timeliness of the flow of information between the management and the Board.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met at regular intervals during the financial year ended 31^st March 2026, to oversee the Companys overall strategy, monitor performance, ensure compliance, and uphold the highest standards of corporate governance. These meetings were held with proper notice and the agenda, along with relevant notes, were circulated well in advance to enable the Board to take informed decisions.

During the financial year under review, the Board of Directors convened 18 (Eighteen) meetings. The gap between any two consecutive meetings was within the statutory limits prescribed under the Companies Act, 2013.

The details of the Board Meetings held during the Financial Year 2025-2026 and the attendance of the Directors thereat are provided below:

Sl. No.	Date of Meeting	No. of Directors as on the date of the meeting	No. of Directors Attended
1.	02-04-2025	9	5
2.	28-04-2025	9	5
3.	03-06-2025	9	5
4.	11-06-2025	9	3
5.	04-07-2025	9	3
6.	05-07-2025	9	3
7.	15-07-2025	9	4
8.	25-08-2025	9	4
9.	02-09-2025	8	5
10.	24-09-2025	9	4
11.	27-09-2025	9	8
12.	15-11-2025	9	5
13.	28-11-2025	9	5
14.	10-01-2026	9	5
15.	12-01-2026	9	5
16.	10-02-2026	9	5
17.	19-02-2026	9	5
18.	25-02-2026	9	5

 

Sl. No.	Name of Director	Designation	No. of meetings to be attended	No. of Meetings Attended
1.	Umesh Kumar Nemani	Managing Director	18	8
2.	Manoj Kumar Agrawal	Managing Director	18	18
3.	Aman Kumar Nemani	Whole-Time Director	18	1
4.	Anubhav Kumar Nemani	Director	18	3
5.	Sanjay Kumar Agarwal	Director	18	0
6.	Sreyas Agrawal	Director	18	18

*During the financial year under review, certain resolutions were passed through circulation in accordance with the provisions of Section 175 of the Companies Act, 2013 read with applicable Secretarial Standards and the same were noted by the Board at its subsequent meeting.

COMMITTEE OF THE BOARD

The Board has constituted the following Committees, each with specific terms of reference and policies to oversee and manage particular areas of the Companys operations:

i. Audit Committee

The Audit Committee is constituted in compliance with Section 177 of the Companies Act, 2013, and Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014, as amended from time to time.

The Composition of the Audit Committee is as follows:

Sl. No.	Name of Director	Designation	Category
1.	Shikha Gupta	Chairperson	Independent Director
2.	Rajesh Jalan	Member	Independent Director
3.	Manoj Kumar Agrawal	Member	Managing Director

During the year under review, the Audit Committee held 5 (Five) meetings on 07-06-2025, 02-09-2025, 24-09-2025, 10-01-2026 and 12-01-2026. The attendance records of the Committee members for the meetings are as follows:

Sl. No.	Name of Director	Designation	No. of Committee Meeting Entitled to Attend	No. of Committee Meeting Attended
1.	Shikha Gupta	Chairperson	5	5
2.	Rajesh Jalan	Member	3	3
3.	Vivek Chiraniya	Member	1	1
4.	Manoj Kumar Agrawal	Member	5	5

ii. Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted in accordance with Section 178 of the Companies Act, 2013, and Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014, as amended from time to time.

The composition of the Committee is as follows:

Sl. No.	Name of Director	Designation	Category
1.	Ganapathy Anantha Narayanan	Chairperson	Independent Director
2.	Rajesh Jalan	Member	Independent Director
3.	Anubhav Kumar Nemani	Member	Non-Executive Director

During the year under review, the Nomination and Remuneration Committee held 02 (Two) meetings on 25-08-2025 and 02-09-2025. The attendance records of the Nomination and Remuneration Committee members for the meetings are as follows:

Sl. No.	Name of Director	Designation	No. of Committee Meeting Entitled to Attend	No. of Committee Meeting Attended
1.	Ganapathy Anantha Narayanan	Chairperson	2	2
2.	Rajesh Jalan	Member	0	0
3.	Vivek Chiraniya	Member	1	1
4.	Anubhav Kumar Nemani	Member	2	2

iii. Stakeholders Relationship Committee

The Stakeholders Relationship Committee is constituted in accordance with Section 178 of the Companies Act, 2013, and Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014, as amended from time to time.

The composition of the Committee is as follows:

Sl. No.	Name of Director	Designation	Category
1.	Anubhav Kumar Nemani	Chairperson	Non-Executive Director
2.	Shikha Gupta	Member	Independent Director
3.	Umesh Kumar Nemani	Member	Managing Director

During the year under review, the Stakeholders Relationship Committee held one (1) meeting on 12-01-2026.

The attendance records of the Stakeholders Relationship Committee members for these meetings are as follows:

Sl. No.	Name of Director	Designation	No. of Committee Meeting Entitled to Attend	No. of Committee Meeting Attended
1.	Anubhav Kumar Nemani	Chairperson	1	1
2.	Shikha Gupta	Member	1	1
3.	Umesh Kumar Nemani	Member	1	1

ANNUAL RETURN

Pursuant to Section 92(3) and 134(3)(a) 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 2025-26 is available on the website of the Company at www.manilam.com.

CHANGES IN THE NATURE OF BUSINESS

During the year under review, the Company did not undergo any change in the nature of its business.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under the Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014, regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo has been annexed hereto as Annexure II to the Board Report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OFTHE COMPANY

There have been no material changes or commitments affecting the financial position of the Company between the close of the Financial Year 31^st March, 2026 and the date of this Boards Report, except as stated below:

Credit Rating Upgrade

Subsequent to the close of the Financial Year, Brickwork Ratings India Private Limited, vide its rating letter dated 26^th May, 2026, upgraded the credit rating assigned to the Companys bank facilities from the rating previously assigned by the earlier credit rating agency. The upgraded rating reflects the Companys improved financial performance, operational strength and credit profile.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS

No significant and material order has been passed by the Regulators, Courts, Tribunals impacting the going concern status and Companys operations in future.

INTERNAL FINANCIAL CONTROLS SYSTEM AND THEIR ADEQUACY

The Company has adequate internal financial controls commensurate with the nature, size and complexity of its business and operations. The internal financial controls with reference to the Financial Statements are adequate.

Further, the certificate from Managing Director and Chief Financial Officer, in terms of Regulation 33(2) of the SEBI Listing Regulations, provided in this Annual Report as Annexure - IV, also certifies the adequacy of our Internal Control systems and procedures.

CREDIT RATING

During the year under review there was no change in the credit rating assigned to the Company.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the rules made thereunder, the Company is required to undertake Corporate Social Responsibility (CSR) activities if it meets certain financial thresholds.

The initiatives taken by the Company on CSR during the year as per the said rules has been annexed to this Report as Annexure III.

PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure-V.

In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Shareholders, excluding the aforesaid Annexure. The said Statement is also open for inspection. Any member interested in obtaining a copy of the same may write to the Company Secretary at cs@manilam.com.

LOANS, GUARANTEES AND INVESTMENTS

The Company did not provide any loans, guarantees, or investments during the financial year under review. Accordingly, provisions of Section 186 of the Companies Act, 2013 are not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the financial year under review, all contracts, arrangements, or transactions entered into by the Company with its related parties were executed in the ordinary course of business and on an arms length basis. These transactions were placed before the Audit Committee for prior review and omnibus approval with the provisions of Section 177 of the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has formulated a Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions in accordance with the provisions of the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"). The Policy is available on the website of the Company.

Since all the related party transactions entered into during the year were in the ordinary course of business and on an arms length basis, the disclosure requirement under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company for the financial year ended March 31, 2026.

The disclosures tracking related party transactions as per accounting mandates have been comprehensively set forth in Note No. 54 of the Audited Financial Statements forming part of the Annual Report.

RISK MANAGEMENT

The Company has in place a Risk Management Policy and framework for identifying, evaluating, monitoring and mitigating various risks that may adversely impact its business operations, objectives and stakeholders interests. The Board of Directors reviews the major risks faced by the Company and the measures adopted to manage and mitigate such risks.

AUDITORS

STATUTORY AUDITOR

In terms of the provisions of Section 139 of the Companies Act, 2013 read with the applicable provisions of the Companies (Audit and Auditors) Rules, 2014, as amended, the members at the 10^th AGM held on 27^th September, 2025, approved the re-appointment of M/s. R. K Banka & Co. Chartered Accountants, Peer Reviewed Auditor (FRN: 320314E) as the Statutory Auditors of the Company to hold office for a period of four years till the conclusion of the 14^th Annual General Meeting to be held in the calendar year 2029.

The Company has received a confirmation from M/s. R.K. Banka & Co., Chartered Accountants confirming their eligibility to continue as Auditors of the Company in terms of Section 141 of the Companies Act, 2013 and the Rules framed thereunder and that their appointment is within the limits prescribed under Section 141(3) (g) of the Companies Act, 2013.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and based on the recommendation of the Audit Committee, the Board of Directors had appointed M/s. Minu Tulsian & Co., Practising Company Secretaries (COP No. 16669), a Peer Reviewed Firm, as the Secretarial Auditor of the Company to conduct the Secretarial Audit for the Financial Year 202526.

The Secretarial Audit Report issued by the Secretarial Auditor in Form MR-3 for the Financial Year ended 31st March, 2026 is annexed to this Report as Annexure - VI.

COST AUDITOR

As per the provisions of Section 148 of the Companies Act, 2013, the Company is not required to appoint cost auditors for the financial year 2025-26.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, and based on the recommendation of the Audit Committee, the Board of Directors had appointed M/s. Poddar Ankit & Associates, Chartered Accountants (FRN: 033337C), as the Internal Auditors of the Company for the Financial Year 2025-26.

The Internal Auditor conducted internal audit of the Companys operations and processes for the Financial Year ended 31^st March, 2026 and submitted the report thereon.

VIGIL MECHANISM

Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations, the Company has established a Vigil Mechanism/Whistle Blower Policy for Directors and employees to report genuine concerns relating to unethical behaviour, fraud or violation of the Companys Code of Conduct.

The mechanism provides adequate safeguards against victimization of whistle blowers and ensures direct access to the Chairperson of the Audit Committee in appropriate cases. During the year under review, no person was denied access to the Chairperson of the Audit Committee.

The Vigil Mechanism/Whistle Blower Policy of the Company is available on the Companys website and can be accessed at www.manilam.com.

INTERNAL COMPLAINTS COMMITTEE

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

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and there were no cases filed or reported pursuant to the said act during the year under review.

The Policy on Sexual Harassment in workplace as approved by the Board of Directors is available on the website of the company at www.manilam.com.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee ("NRC") of the Company functions in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee discharges its responsibilities relating to the appointment, remuneration and evaluation of Directors, Key Managerial Personnel and Senior Management Personnel in accordance with its terms of reference approved by the Board.

The terms of reference of the Nomination and Remuneration Committee are available on the website of the Company and can be accessed at www.manilam.com.

FRAUDS

During the financial year under review, the Statutory Auditor and the Secretarial Auditor have not reported any instances of fraud committed in the Company by its officers, or employees to the Board of Directors or to the Central Government under the Section 143(12) of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to the provisions of Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") as amended from time to time, the Management Discussion and Analysis Report for the year under review is presented in a separate section of the Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the year under review, the Company has adhered to the Secretarial Standards pertaining to Board meetings (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI) as mandated under Section 118 (10) of the Companies Act, 2013.

OTHER DISCLOSURES AND AFFIRMATIONS

The 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:

• There were no proceedings initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016 before the National Company Law Tribunal or any other court.

• During the financial year under review, there were no instances of one-time settlement with any bank or financial institution.

ACKNOWLEDGMENT

Your Directors would like to express their sincere appreciation for the assistance and cooperation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review.

The Directors also acknowledge with deep appreciation - the dedication, commitment and contribution of the employees at all levels, whose continued efforts and support have significantly contributed to the growth and success of the Company.

	For and on behalf of the Board of Directors
	MANILAM INDUSTRIES INDIA LIMITED
	Sd/-	Sd/-
Place: Kolkata	Umesh Kumar Nemani	Manoj Kumar Agrawal
Date: 15th July, 2026	Managing Director	Managing Director
	DIN: 00770920	DIN: 00067194