Manjushree Technopack Ltd Directors Report

TO THE MEMBERS - MANJUSHREE TECHNOPACK LIMITED

The Board of Directors has the pleasure of presenting the Thirty-Seventh Annual Report of the Company and Audited Financial Statements for the year ended 31^st March 2024, together with the Independent Auditors Report.

RESULTS OF OUR OPERATIONS (In accordance with IND AS)

(Rupees in lakhs except stated otherwise)

Particulars	Amount As on 31st March 2024	Amount As on 31st March 2023
Turnover - Domestic	2,05,024.43	2,02,974.27
- Exports	6,675.84	6,659.60
Total Turnover	2,11,700.27	2,09,633.87
Less - Cost of Sales
Excise Duty	-	-
(Increase) / Decrease in Stocks	(2,248.77)	(3,897.74)
Materials Consumed	125,927.18	137,022.24
Other Expenditure	36,264.13	35,919.39
Sub Total	1,59,942.54	1,69,043.89
Gross Profit	51,757.73	40,589.98
Administrative and Selling Expenses	14,424.74	11,239.13
Operating Profit	37,332.99	29,350.85
Interest and Financial Charges	9,145.78	7,853.75
Depreciation / Write Offs	15,487.96	13,282.41
Profit after Interest and Depreciation	12,699.25	8,214.69
Other income	1,329.75	1,220.58
Profit before tax (excluding OCI)	14,029.00	9,435.27
Exceptional Items	2056.06	(324.99)
Provision for Taxation	(312.24)	2,012.24
Deferred Tax (Provision)/Write Back	2,318.52	1,174.88
Net Profit after Tax	14,078.88	5,923.18
Proposed Dividend for the year (including taxes)	-	-
Retained Surplus	14,078.88	5,923.16
Other Comprehensive Income	98.57	63.23
Net Surplus	14,177.45	5,986.39
Add: Surplus brought forward from previous year	56,293.32	51,864.92
Less: Interim Dividend and tax thereon	-	-
Transitional adjustment for Ind AS 115	-	-
Adjustment due to restatement in PPE	-	-
Net Surplus carried to Balance Sheet	70,470.77	57,851.31
Paid-up Equity Share capital (FV Rs.10 per Equity Share )	1,354.77	1,354.77
Reserves and Surplus (excluding revaluation reserves)	99,442.45	93,728.28
Weighted Average Basic EPS(Rs.)	103.92	43.72

Your Company had one more year of resilient financial performance compared to last year despite facing multiple challenges.

The consolidated financial positions are as follows:

The gross turnover for FY 2024 was at Rs. 2,11,700.27 Lakhs (2023: Rs. 2,09,633.87 Lakhs). The Gross Profit during FY 2024 was Rs. 51,757.73 Lakhs (2023: Rs. 40,589.98 Lakhs), while the Operating Profit stood at Rs. 37,332.99 Lakhs (2023: Rs. 29,350.85 Lakhs). The Profit Before Tax (excluding OCI and exceptional items) during FY 2024 was at Rs. 14,029.00 Lakhs (2023: Rs. 9,435.27 Lakhs). After Provision for Taxation, the Net Surplus amounted to Rs. 14,177.45 Lakhs (2023: Rs. 5,986.39 Lakhs) resulting in a basic EPS of Rs. 103.92 (2023: Rs. 43.72)

The notes on the accounts referred are self-explanatory and do not call for any further comments. SUBSIDIARIES/ASSOCIATES/JOINT VENTURES:

MTL New Initiatives Private Limited (MNIPL) was formed on 1^st January 2020 as a wholly owned subsidiary of Manjushree Technopack Limited (MTL). MNIPL amalgamated with MTL vide order of the Regional Director, Hyderabad dated 15-11-2023 and corrigendum dated 21-11-2023.

AI Lenarco Midco Limited, Cyprus based Company holds 97.24% Share Capital of Manjushree Technopack Limited; hence, Manjushree Technopack Limited is the Subsidiary of AI Lenarco Midco Limited.

CHANGE IN THE NATURE OF BUSINESS:

There were no changes in the nature of business during the year under review as prescribed in Rule 8(ii) of the Companies (Accounts) Rules, 2014.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Sections 149, 152 and other applicable provisions of the Companies Act, 2013. Mrs. Shweta Jalan (DIN:00291675) Director of the Company will retire by rotation in the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The Board recommends her appointment for the consideration of Members of the Company in the ensuing Annual General Meeting.

Mr. Napanda Poovaiah Thimmaiah (DIN:01184636) Director of the Company will retire by rotation in the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his appointment for the consideration of Members of the Company in the ensuing Annual General Meeting.

Mrs. Gurveen Singh (DIN: 09507365) and Mr. Shivakumar Dega (DIN: 00364444) were recommended by the Nomination and Remuneration Committee on 04-06-2024 and the Board appointed them as Additional Directors of Independent category on 04-06-2024. The Shareholders approved through Postal Ballot completed on 09-07-2024.

The Code of Conduct for Directors and to all present senior executives forming a part of the top level Management is available at http://manjushreeindia.com/investor-relations/code-of-conduct/.

CHANGES IN SHARE CAPITAL:

The Authorized Capital of the Company is Rs. 25.10 Crores divided into 2,51,00000 Equity Shares of Rs. 10/- each.

The subscribed/ issued and Paid-up Capital of the Company is Rs. 13,54,77,000 (Rupees Thirteen Crores Fifty-Four Lakhs Seventy Seven Thousand Only) divided into 1,35,47,700 (One Crore Thirty Five Lakhs Forty Seven Thousand Seven Hundred Only) Equity Shares of Rs.10/- (Rupees Ten only) each.

During the year under review, the Company has not issued any shares with differential voting right not granted stock options or Sweat Equity Shares. Further, no shares were bought back during the year under review.

ISSUE OF COMPULSORILY CONVERTIBLE DEBENTURES:

During Previous years, your Company had issued 5,87,21,747 (Five Crores Eighty-Seven Lakhs Twenty-One Thousand Seven Hundred and Forty-Seven Only) Compulsorily Convertible Debentures ("CCDs"), at par, with a face value of Rs. 100 (Rupees Hundred Only) each CCD, to AI Lenarco Midco Limited (Investor), for an aggregate amount of Rs. 587,21,74,700 (Rupees Five Hundred Eighty-Seven Crores Twenty-One Lakhs Seventy-Four Thousand and Seven Hundred only). DIVIDEND:

Your Board had declared interim dividends on 19-05-2023 of Rs. 31.10 per share and 2^nd Interim Dividends declared by the Board on 22-11-2023 of Rs. 34.00 total amounted to Rs. 65.10 per share which were distributed in time.

BOARD AND COMMITTEES MEETINGS:

The Meetings of the Board and Committees were held at regular intervals with time gaps of not more than 120 days between two consecutive Meetings. Additional Meetings of the Board of Directors were held when necessary. During the year under review Eight (8) Meetings were held on 25/04/2023, 19/05/2023, 03/07/2023, 22/08/2023, 22/11/2023, 19/12/ 2023, 20/02/2024, and 26/03/2024.

During the year under review, six (6) Audit Committee Meetings were held on 19/05/2023, 03/07/2023, 21/08/2023, 18/12/ 2023, 19/12/2023, and 20/02/2024.

During the year under review, three (3) Nomination and Remuneration Committee Meetings were held on 19/05/2023, 03/ 07/2023, and 20/02/2024.

During the year under review, three (3) Corporate Social Responsibility Committee Meetings were held on 19/05/2023, 05/ 09/2023 and 20/02/2024.

During the year under review, one (1) Stakeholders Relationship Committee Meetings were held on 19/05/2023.

During the year under review, two (2) Risk Management Committee meetings were held on 18/12/2023 and 20/02/2024.

The Agenda of the Meetings is circulated to the Directors and Members in advance. Minutes of the Meetings of the Board of Directors and Committees are circulated amongst the Directors and Members for their perusal.

RECEIPT OF ANY COMMISSION BY MD/WTD FROM THE COMPANY OR FOR RECEIPT OF COMMISSION/ REMUNERATION FROM ITS HOLDING OR SUBSIDIARY

There was no commission received from the Company as well as from its holding or subsidiary company.

DECLARATIONS FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received necessary Declarations from all the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 stating that they meet with the criteria of their Independence laid down in Section 149(6). The same is enclosed to this Report as Annexure I.

DIRECTORS RESPONSIBILITY STATEMENT:

In pursuance of Section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

a) in preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b) the Directors had 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 and loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the Annual Accounts on a going concern basis; and

e) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENTS:

During the period under review, there were no material changes and commitments which affected the financial position of the Company.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

The Postal Ballot started on 17-05-2024 and closed on 15-06-2024 for the Shareholders approval for the (i) adoption of new Articles of Association (ii) issue of CCDs on right basis (iii) subdivision of equity shares. Another Postal Ballot started on 10-06-2024 and closed on 09-07-2024 for the Shareholders approval for the (i) approve raising the capital through initial public offering (ii) approve an increase in investment limits for non-resident Indian or overseas citizens of India in the share capital of the company (iii) approve the amendment in the Manjushree Technopack Limited employee stock option plan - 2019 ("ESOP 2019") (iv) grant exceeding 1% of the issued equity share capital of the company in one financial year (v) appointment of independent director Mrs. Gurveen Singh (DIN: 09507365) (vi) appointment of independent director Mr. Shivakumar Dega (DIN: 00364444)

The Board of Directors of the Company at its meeting held on April 2, 2024 has approved the acquisition of the business of ‘Manufacturing, trading and Sale of Plastic Closures and Preforms of ‘Oricon Enterprises Limited (OEL) under the group company ‘Oriental Containers Limited (OCL) pursuant to a Business Transfer Agreement signed on 10-04-2024 by way of slump sale subject to requisite approvals from various regulatory and statutory authorities, respective shareholders and creditors for a consideration of Rupees 520,00,00,000 (including contingent consideration of Rupees 25,00,00,000). The acquisition completed on 24-07-2024

Mr. Mannu Bhatia (DIN: 10192896) was recommended by the Nomination and Remuneration Committee on 12-07-2024 and the Board appointed him as Additional Directors Independent category on 12-07-2024. In the ensuing Annual General Meeting one of the agenda item is to regularize the appointment of Mr. Mannu Bhatia as Independent Director.

Mr. Ashok Sudan (DIN: 02374967), Mr. Jayesh Tulsidas Merchant (DIN: 00555052) and Mr. Mannu Anand (DIN: 0396716) resigned from the Directorship of the Company with effect from 15^th July 2024.

The Authorized Capital of the Company is Rs. 25.10 Crores divided into 2,51,00000 Equity Shares of Rs. 10/- each changed to Rs. 25.10 Crores divided into 22,55,00,000 Equity Shares of Rs. 2/- each vide approval of the Shareholders through Postal Ballot ended on 15^th June 2024.

The subscribed/ issued and Paid-up Capital of the Company is Rs. 13,54,77,000 (Rupees Thirteen Crores Fifty-Four Lakhs Seventy Seven Thousand Only) divided into 1,35,47,700 (One Crore Thirty Five Lakhs Forty Seven Thousand Seven Hundred Only) Equity Shares of Rs.10/- (Rupees Ten only) each changed to Rs. 13,54,77,000 (Rupees Thirteen Crores Fifty-Four Lakhs Seventy Seven Thousand Only) divided into 6,77,38,500 (Six Crores Seventy Seven Lakhs Thirty Eight Thousand Five Hundred Only) Equity Shares of Rs.2/- (Rupees two only) each.

The Company has issued rights issue of CCDs to the Shareholders and allotted on 15^th July 2024 5,26,95,960 CCDs of Rs. 100/- (Rupees One Hundred only) each to AI Lenarco Midco Limited, for an aggregate amount of Rs. 526,95,96,000 (Rupees Five Hundred Twenty Six Crores Ninety Five Lakhs Ninety Six Thousand only) and other Shareholders allotted on 24^th July 2024 2,13,734 (Two Lakh Thirteen Thousand Seven Hundred Thirty Four) CCDs of Rs 100/- each for an aggregate amount of Rs. 2,13,73,400 (Rupees Two Crore Thirteen Lakhs Seventy Three Thousand Four Hundred only)

The Board has reconstituted its Committees as follows:

COMMITTEES OF THE BOARD

Audit Committee

	a) Mr. Mannu Bhatia	- Chairman
	b) Mr. Shivakumar Dega	- Member
	c) Mr. Pankaj Patwari	- Member
	d) Mrs. Gurveen Singh	- Member
Nomination & Remuneration Committee
	a) Mrs. Gurveen Singh	- Chairperson
	b) Mr. Shivakumar Dega	- Member
	c) Mr. Pankaj Patwari	- Member
Risk Management Committee
	a) Mr. Mannu Bhatia	- Chairperson
	b) Mr. Shivakumar Dega	- Member
	c) Mr. Thimmaiah NP	- Member
	d) Mrs. Gurveen Singh	- Member
Stakeholders Relationship Committee
	a) Mr. Shivakumar Dega	- Chairperson
	b) Mr. Mannu Bhatia	- Member
	c) Mr. Thimmaiah NP	- Member
Corporate Social Responsibility Committee
	a) Mrs. Gurveen Singh	- Chairperson
	b) Mr. Pankaj Patwari	- Member
	c) Mr. Thimmaiah NP	- Member
IPO Committee
	a) Mrs. Shweta Jalan	- Chairperson
	b) Mr. Pankaj Patwari	- Member
	c) Mr. Shivakumar Dega	- Member
	d) Mr. Thimmaiah NP	- Member

The Company has granded ESOP to is employees. The details mentioned in the Draft Red Herring Prospectus (DRHP) page No.106 to 110. The DRHP available in Company website.

The Company filed the Draft Red Herring Prospectus with Securities Exchange Board of India, BSE Limited and National Stock Exchange of India Limited.

INFORMATION ON THE FINANCIAL POSITION/ FINANCIAL PERFORMANCE OF THE SUBSIDIARIES / ASSOCIATES/ JVS:

The Company has a subsidiary MTL New Initiatives Private Limited incorporated (MNIPL) on 1^st January, 2020 and MNIPL amalgamated with Manjushree Technopack Limited vide order of the Regional Director, Hyderabad dated 15-11-2023.

The Company does not have any other associate/ JVS.

In accordance with Section 129 (3) of the Companies Act, 2013, a separate statement containing salient features of the Financial Statement of the Subsidiary of the Company in Form AOC-1 is given in Annexure II.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL There are Directors / Key Managerial Personnel who were in receipt of the remuneration as prescribed under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration) of Managerial Personnel Rules, 2014 during the year under review given in the notes to statement of Proftit and Loss.

REMUNERATION POLICY

The Company policy relating to the appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is placed on the website of the Company at www.manjushreeindia.com.

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company met on 26^th March 2024 to review the performance of Non-Independent Directors and the Board as a whole and Non-Executive Directors and other items as stipulated under of The Companies (Appointment and Qualification of Directors) Rules, 2014. The Independent Directors have also declared their independence.

ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual Directors, pursuant to the provisions of the Companies Act, 2013.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors based on criteria such as Board structure and composition, formation and delegation of responsibilities to Committees, Board processes and their effectiveness, and degree of effective communication with the stakeholders.

The performance of the Board Committees was evaluated by the Board after seeking inputs from the Committee Members based on criteria such as Committee composition, structure, and effectiveness of Committee Meetings.

Independent Directors of the Company provided their views on the performance of Non-Independent Directors, and the Board as a whole, considering the views of Executive Directors and Non-Executive Directors.

Your Board has evaluated the Independent Directors and confirms that all Independent Directors fulfilled the independence criteria as specified in the Companies Act, 2013 and their independence from the management.

AMOUNTS TRANSFERRED TO RESERVES:

The Company has transferred the total profit amount to the Reserve & Surplus Account ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 read with the Companies Amendment Act, 2020 an Annual Return in MGT-7 is placed on the website of the Company i.e., www.manjushreeindia.com. The link is https://www.manjushreeindia.com/investor-relations. AUDITORS:

Statutory Auditors:

The Statutory Auditors namely Messrs Deloitte Haskins & Sells, Chartered Accountants, Prestige Trade Tower, Level 19, 46, Palace Road, High Grounds, Bengaluru - 560 001, Karnataka (registered with ICAI (Firm Registration No. 008072S) were appointed as Statutory Auditors of the Company for 5 (five) years for the Financial Years 2021-2025.

Internal Auditor

M/s Mahajan & Aibra, B-Wing, 2nd Floor, Mafatlal Chambers, N. M. Joshi Marg, Lower Parel (E), Mumbai 400 013.

Cost Auditor:

Messrs G S & Associates, Cost Accountants, # 207, Bindu Galaxy, No. 2, 1^st Main, Chord Road, Industrial Town, Rajajinagar, Bengaluru-560044 were appointed as Cost Auditors for the Financial Year 2023-24 for the product shrink film.

Secretarial Auditor:

Mr. Vijayakrishna K T, FCS, Practising Company Secretary, was appointed as Secretarial Auditor of the Company for the Financial Year 2023-24.

SECRETARIAL AUDIT REPORT:

Secretarial Audit Report as provided by Mr. Vijayakrishna K.T, Practising Company Secretary in form of MR-3 is annexed to this Report as Annexure III.

QUALIFICATIONS IN THE AUDIT REPORTS:

There were no qualifications or observations by the Auditors in their audit reports.

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

A. Statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo is as follows:

Form for disclosure of particulars with respect to conservation of energy

I. POWER AND FUEL CONSUMPTION:	31.03.2024	31.03.2023
1. Electricity
a) Purchased:
No. of Units in Lakhs (KWH)*	1,671.17	1,462.50
Total Amount Rs. in Lakhs	11,303.22	9,367.78
Rate / Unit (KWH) (Rs.)	6.76	6.41
b) Own Generation through Diesel Generator
No. of Units (KWH) Generated in Lakhs	6.34	9.39
Total Amount Rs. In Lakhs	202.29	263
Units Per Liter of diesel oil	2.85	3.61
Cost / Unit in Rs.	31.91	28.01
*Excluding generation from wind mill Units (in lakhs)	40.65	47.14
2. Coal	-	-
3. Furnace Oil	-	-
4. Others	-	-

II. CONSUMPTION PER UNIT OF PRODUCTION (to the extent applicable):

Particulars	Standard	Unit	31.03.2024	31.03.2023
Production (Containers & Performs)	N.A.	MT	115,850.83	1,03,304.88
Production (Conversion)	N.A.	MT	52,067.11	41,397.47
Consumption of Electricity per ton (incl. own generation)	None	KWH	995.28	1,010.69
Consumption of Diesel Oil per ton	None	Litres	1.32	1.80

B. TECHNOLOGY ABSORPTION:

(a) Efforts made in technology absorption as per detailed hereunder:

I. RESEARCH AND DEVELOPMENT (R & D)

1. Specific areas in which R & D carried out by the Company.	: The Company is making in-house R & D efforts for introduction / development of value added products.
2. Benefits derived as a result of the above R & D	: New products have been introduced giving an edge to the Company in present day competitive market.
3. Further Plan of action	: The Company intends to continue its R & D efforts.

The Expenditure on R and D

		(Rs. in Lakhs)
Nature of Expenditure	2023 -24	2022-23
Capital Expenditure	668.45	-
Revenue Expenditure	-	-
TOTAL	668.45	-
Total R&D expenditure as a percentage of total turnover	0.32%	0.00%

RESEARCH AND DEVELOPMENT(R&D)

The Company has been continuously putting efforts to develop new products with different challenges. The Company is doing many research activities in the areas of material weight reduction, alternate material, process design, process improvement, etc.

Benefits derived as a result of R & D:

(a) Market expansion and improved competitive position through significantly improved products for new markets.

(b) Improved competency in designing processes & products for customers.

(c) Upgradation of technical skills of employees for higher productivity & more consistent quality.

Future Plan of Action: Your Company is looking to adopt new and upgraded technologies in order to stay ahead of its competitors. Future R&D efforts will continue along similar lines, as at present, but with more focus, thrust and endeavors. Form for disclosure of particulars with respect to absorption

Form for disclosure of particulars with respect to absorption

II. 1. Efforts in brief made towards technology absorption, adaptation and innovation.	: Dose not arise
2. Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc.	: Dose not arise
3. (a) Technology imported	: None
(b) Year of Import	: NA
(c) Has technology been fully absorbed?	: NA
(d) If not fully absorbed, area where this has not taken place reason thereof and future plan of action.	: NA

(a) Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services export plans: :

b) Total foreign exchange used and earned: (Rupees in Lakhs except stated otherwise)

Particulars	31.03.2024	31.03.2023
A FOREIGN EXCHANGE EARNINGS:
- Export Sales (including exchange difference & excluding Rupee exports)	6051.15	7,631.1
B FOREIGN EXCHANGE OUTGO:
Capital Equipment	3960.36	5198.90
Raw Materials	8802.40	8043.75
Spares & Consumables	161.21	361.93
Travelling Expenses	0.00	0.00
Bank Charges (Import and FBC)	8.44	5.37
Membership and Subscription	15.13	12.95
Export Sales Commission	13.71	1.41
Consultancy Fees	26.92	225.18
Repair And Maintenance	17.80
Directors Commission	0.00	27.94
Others	0.27	1.24
Total(B)	13006.23	13,878.67

RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION / REMUNERATION FROM ITS HOLDING OR SUBSIDIARY:

No Director has received any commission from your Company or from Holding or Subsidiary Company.

DISCLOSURE RELATING TO REMUNERATION OF EMPLOYEES:

Statement pursuant to Sub Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure IV.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company is following adequate Internal Financial Controls with reference to the Financial Statements. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has given Loan to MTL New Initiatives Private Limited (MNIPL), a Wholly Owned Subsidiary amounting to Rs. 15,62,139,971/-. The Company also subscribed to entire Equity Shares of MNIPL i.e. 10,000 Equity Shares @ Rs.10/- each for its incorporation during the period under review. MNIPL amalgamated with Manjushree Technopack Limited vide the Order of the Regional Director, Hyderabad dated 15-11-2023. Your Company has not given Guarantees.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:

The CSR Committee comprises of Mr. Ashok Sudan, Independent Director, as Chairman and Mr. Pankaj Patwari, Director and Mr. Thimmaiah NP, Managing Director and CEO as other Members. The CSR Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

The CSR Committee has recommended to the Board to initiate the action for spending on the CSR activities to comply with the provisions of the Companies Act, 2013. The details of the spending on CSR activities are attached as Annexure-V to this Report.

Companys CSR Policy is available at https://www.manjushreeindia.com/investor-relations.

RELATED PARTY TRANSACTIONS:

Particulars of contracts or arrangements with related parties referred to in Section 188(1) are enclosed in the prescribed format, Form AOC-2, as Annexure-VI. The Transactions are in the ordinary course of business and at arms length terms.

The Companys Policy on Related Party Transactions is available at http://manjushreeindia.com/investor-relations/ related-party-transaction-policy/.

TRANSFER TO IEPF:

Pursuant to the provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("The Rules"), the Company is not required to transfer the unpaid dividend amount and shares to IEPF this year. Shareholders /claimants whose Shares, unclaimed Dividend, have been transferred to the afforested IEPF Suspense Account or the Fund, as the case may be, may claim the Shares or apply for a refund by making an application to the IEPF Authority in Form I EPF-5 (available on http://www.iepf.gov.in) along with requisite fee as decided by the IEPF Authority from time to time.

DETAILS RELATING TO DEPOSITS:

Your Company has not invited/accepted/renewed any Deposits from the public as defined under the provisions of the Companies Act, 2013 and accordingly, there were no Deposits which were due for repayment on or before 31st March 2024.

RISK MANAGEMENT:

Your Company has constituted the Risk Management Committee having following Members:

(a) Mr. Ashok Sudan, Independent Director as Chairman

(b) Mr. Pankaj Patwari, Director as Member

(c) Mr. Thimmaiah NP, Managing Director and CEO as Member

An efficient Management team identifies various risks and takes necessary mitigating actions against the same.

EVENT BASED DISCLOSURES:

There were no such events during the year to disclose under this Section.

REVISION OF FINANCIAL STATEMENTS OR THE REPORT

As per the Secretarial Standards-4 in case the Company has revised its Financial Statements or the Report in respect of any of the three preceding Financial Years either voluntarily or pursuant to the order of a judicial authority, the detailed reasons for such revision shall be disclosed in the Report of the year as well as in the Report of the relevant financial year in which such revision is made.

There was no revision of Financial Statements in any of the three preceding Financial Years.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016(IBC):

There was no such process initiated during the year under consideration.

CREDIT RATING OF SECURITIES:

Your Company has not obtained any rating from the credit rating agency for the securities during the year. Therefore, the said clause is not applicable to the Company.

INDUSTRIAL RELATIONS:

Industrial relations have been cordial and constructive, which has helped your Company to achieve production targets. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has always believed in providing a safe and harassment free workplace for every individual working in the Companys premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

A policy on the Prevention of Sexual Harassment in the Workplace has been released by the Company. The policy aims at the prevention of harassment of employees and lays down the guidelines for the identification, reporting, and prevention of undesired behavior. Three-member Internal Committee (IC) was set up from the senior management with women employees constituting the majority. The IC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy.

No complaint pertaining to sexual harassment was reported during the year.

MATERIAL ORDER PASSED BY ANY COURT OR REGULATOR OR TRIBNUALS IMPACTING GOING CONCERN STATUS OF COMPANY:

No order was passed by any court or regulator or tribunal during the period under review which impacts going concern status of the Company.

FRAUD REPORTING (REQUIRED BY COMPANIES AMENDMENT BILL, 2014):

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013. Further, no case of Fraud has been reported to the Management from any other sources.

VIGIL MECHANISM:

Your Company is committed to the highest ethical and legal standards. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013. COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

MAINTENANCE OF COST RECORDS:

Your Company has complied with the Maintenance of Cost Records as specified by the Central Government under SubSection (1) of Section 148 of the Companies Act, 2013.

ACKNOWLEDGEMENTS:

The Directors wish to place on record their sincere gratitude for the cooperation, guidance, support, and assistance provided during the year by its Bankers, Registrars, and Industries Dept. of Govt., Local Authorities, Suppliers, Contractors, Customers, and Vendors. Your Directors also wish to express their deep sense of appreciation for the dedicated services rendered by the staff at all levels towards its successful operations. The Directors also thank the Shareholders of the Company for reposing their faith in the Company and for giving their dedicated and ever-willing support towards taking the Company forward on the path of progress and growth.

	For and on behalf of the Board
	Thimmaiah NP	Ashok Sudan
Bengaluru	Managing Director and CEO	Chairman
21 June 2024	DIN: 01184636	DIN: 02374967