Manomay Tex India Ltd Directors Report

To,

Dear Members,

Your Directors have pleasure to present the 16^th Annual Report on the business and operations of your Company along with the Audited Financial Statement for the Year ended 31^st March, 2025.

1. Financial Results: -

The Financial Results of the Companys performance for the year under review and those of the previous year are as follows:

	YEAR ENDED
Particulars	31-03-2025	31-03-2024
	Audited	Audited
Income from Operations
I Revenue from operations	69,691.73	58,309.12
II Other Income/(Loss)	148.67	103.34
III Total Revenue(I+II)	69,840.40	58,412.46
IV Expenses
a. Cost of Materials Consumed	42,658.39	40,425.75
b. Changes in Inventories of Finished goods, Stock-In -
Trade and Work-In-Progress	(2,217.84)	(3,080.16)
c. Employee Benefits Expenses	3,629.49	2,453.28
d. Finance Cost	3,180.16	1,782.72
e. Depreciation, Amortization and Impairment
Expenses	2,939.97	1,478.80
f. Other Expenses	17,062.88	13,657.99
Total Expenses	67,253.05	56,718.38
V Profit/(Loss) before Exceptional Items and Tax (III-IV)	2,587.35	1,694.08
VI Exceptional Items	-	-
VII Profit Before Tax (V-VI)	2,587.35	1,694.08
VIII Tax Expenses
Current Tax	672.54	303.05

 

Earlier Year	-	(38.08)
Deferred Tax	(10.46)	128.78
Profit/(Loss) for the Period from Continuing
IX Operations (VII-VIII)	1,925.27	1,300.33
Other Comprehensive Income/(Loss), Net of Income X Tax
Items that will not be reclassified to Profit or A (Loss)	(15.91)	9.73
B Items that will be reclassified to Profit or (Loss)	10.43	0.69
Total Other Comprehensive Income / (Loss), Net of Income Tax	(5.48)	10.42
Total Comprehensive Income for the period, Net of XI Tax (IX+X)	1,919.79	1,310.75
Paid-up Equity Share Capital (Face Value of Rs. 10/- XII each)	1,804.87	1,804.87
Total Reserves i.e. Other Equity	13,013.03	11,094.99
Earnings / (Loss) per equity share in Rupees (in ) (For XIII Continuing Operations)
(a) Basic (in )	10.67	7.20
(b) Diluted (in )	10.67	7.20

2. State of Companys Affairs / Financial Performance: -

Our company reported Revenue from Operation of Rs. 69,691.73 lakhs as compared to Rs. 58,309.12 lakhs in the previous year which showed a Increase by 19.52%. Profit after tax of the company has been increase from Rs. 1,300.33 Lakhs to 1,925.27 lakhs Rs. which showed an increase by 48.06%. This was possible due to the better Working Capital Management & effective Cost Control. Your board is always focuses on improved Quality of Products and Goods Service to the Customers.

The Company is engaged in the business of Textile.

3. Transfer to Reserves: -

The Company proposes not to transfer any amount to the reserves and an amount of Rs. 1,925.29 Lakhs (Other Equity 13,013.03 Lakhs) proposed to be retained in the Profit & Loss A/c.

4. Dividend: -

In view of the planned Business Growth, Your Directors deem it proper to conserve the resources of the Company for its Activities/ Expansion and therefore, do not propose any Dividend for the F.Y. ended 31.03.2025 and carried forward the Net Profit balance to the next year.

5. Capital Structure: -

The Authorized Share Capital of the Company is Rs. 20,00,00,000/- (Rupees Twenty Crore only) divided into 2,00,00,000 (Two Crore only) equity shares of Rs.10/- each. The Paid up Share Capital of the Company is Rs. 18,04,87,350/- (Rupees Eighteen Crore Four Lakhs Eighty Seven Thousand Three Hundred and Fifty only) divided into 1,80,48,735(One Crore Eighty Lakhs Forty Eight Thousand Seven Hundred Thirty Five only) equity shares of Rs.10/- each.

6. Material changes between the date of the Board Report and End of Financial Year: -

There have been no material changes and commitments, if any, affecting the Financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report.

7. Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the going concern Status & Companys Operations in Future: -

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

8. Subsidiary / Joint Venture / Associate Company: -

As on March 31, 2025 the Company does not have any subsidiary or joint venture or any associates Company.

9. Maintenance of Cost Record:-

Our Company is required to maintain the cost record as specified by the Central Government under sub-section(1) of section 148 of the Companies Act, 2013 and the company has made and maintained the cost record as prescribed.

10. Statutory Auditor & Audit Report: -

The Members of the company at its 14^th Annual General Meeting (AGM) held on 26.09.2023, appointed M/s KARP & Co. (Formerly known as Alok Palod & Co.), (FRN: 018061C) (Peer Review Certificate No. 021286),Chartered accountants as the statutory auditors of the Company to hold office from the conclusion of that Annual General Meeting (AGM) till the conclusion of the AGM of the Company to be held in the year 2029.

There are no qualifications or observations or remarks made by the Auditors in their Report.

11. Secretarial Auditors: -

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, The Board of Directors, on the recommendation of the Audit Committee, of the Company, has appointed M/s. Avinash Nolkha & Associates (COP No.: 13885) (M. No. F10586), (Peer Review No. 2753/2022) Practicing Company Secretary, as the Secretarial Auditors of the Company for the financial year 2024- 2025.

The Secretarial Audit Report in Form No. MR-3 submitted by the said Secretarial Auditors, do not contain any adverse remarks and qualifications, hence do not call for any further explanation/s by the Company. The Secretarial Audit Report in Form No. MR-3 submitted by the said Secretarial Auditors, for the Financial Year 2024-2025 forms part of the Annual Report as "Annexure III" to the Boards

Report.

12. Cost Auditors: -

As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice. On the recommendation of the Audit Committee, the Board has appointed M/s Avnesh Jain & Co. (M. No.15334) (Firm Registration No. 101048), Cost Accountants as cost auditors for conducting the audit of cost records of the Company for the financial year 2025-26.

13. Internal Audit: -

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, M/s C L S & Company (Firm Registration No. 022478C) (Internal Auditor) of the Company has conducted internal audit of your Company for the financial year 2024-25.

14. Change in the Nature of Business: -

There is no change in the nature of the business of the company.

15. Directors and Key Managerial Personnel: -

Constitution of the Board:

The Board of directors are comprising of total 10 (Ten) Directors, which includes 5 (Five) Independent Directors and 5 (Five) Whole Time Director including 1 (One) Woman Whole Time Director. The Chairman of the Board is Promoter and Whole-Time Director. The Board members are highly qualified with the varied experience in the relevant field of the business activities of the Company, which plays significant roles for the business policy and decision-making process and provide guidance to the executive management to discharge their functions effectively.

Board Independence:

Our definition of ‘Independence of Directors is derived from Regulation 16 of SEBI (LODR)

Regulations, 2015 and Section 149(6) of the Companies Act, 2013.

As per provisions of the Companies Act, 2013, Mr. Shriniwas Shivraj Bhattad, Mr. Dilip Balkrishna Porwal and Mr. Basant Kishangopal Porwal Independent Directors Second term of 5 (five) consecutive years are Runing on and Mr. Rajiv Mahajan and Mr. Anil Kumar Kabra Independent Directors First term of 5 (five) consecutive years are Runing on and shall not be liable to retire by rotation.

Declaration by Independent Directors:

All the Independent Directors have given their declaration of Independence stating that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013. Further that the Board is of the opinion that all the independent directors fulfill the criteria as laid down under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 during the year 2024-25.

Re-appointment of Whole Time Directors:

A. Mr. Kailashchandra Hiralal Laddha [DIN:01880516] re-appointed as Whole Time Director for the period of three years w.e.f 16.01.2026 The terms of their Re-appointment & remuneration was ratified by the members in 16^th Annual general meeting.

B. Mr. Yogesh Laddha [DIN:02398508] re-appointed as Managing Director for the period of three years w.e.f 16.01.2026 The terms of their Re-appointment & remuneration was ratified by the members in 16^th Annual general meeting.

C. Mr. Kamlesh Kailashchandra Laddha [DIN: 03520135] re-appointed as Whole Time Director for the period of three years w.e.f 16.01.2026 The terms of their Re-appointment & remuneration was ratified by the members in 16^th Annual general meeting.

D. Mrs. Pallavi Laddha [DIN:06856220] re-appointed as Whole Time Director for the period of three years w.e.f 16.01.2026 The terms of their Re-appointment & remuneration was ratified by the members in 16^th Annual general meeting.

Directors liable to retire by rotation:

In accordance with the provisions of Section 152 of the Companies Act and Articles of Association, Mr. Kamlesh Kailashchandra Laddha [DIN: 03520135] shall retire by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting of the Company.

Companys Policy on Directors Appointment and Remuneration:

The Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under section 178(3), uploaded on companys website (Link http://www.manomaytexindia.com/Revised-Nomination-Remuneration-Policy.pdf)

Board Evaluation:

In compliance with the provision of Companies Act, 2013 and Listing Compliances, the Board carried out at an annual evaluation of its own performance and Independent directors. It also evaluated the performance of its committees. The evaluation inter-alia covered different aspects viz. composition of board and its committees, qualification, performance, interpersonal skills, submission done by the directors in varied disciplines related to the companys business etc.

Changes in Directors and Key Managerial Personnel:

There was no change in the composition of Directors and Key Managerial Personnel during the Financial Year 2024-25.

Details of Directors and KMP are as follows:-

S.N.	Name of Directors/KMP	Designation
01	Mr. Kailashchandra Hiralal Laddha	Whole Time Director cum Chairman
02	Mr. Yogesh Laddha	Managing Director
03	Mr. Maheshchandra Kailashchandra Laddha	Whole Time Director
04	Mr. Kamlesh Kailashchandra Laddha	Whole Time Director

 

05	Mrs. Pallavi Laddha	Whole Time Director
06	Mr. Shriniwas Shivraj Bhattad	Independent Non-Executive Director
07	Mr. Dilip Balkrishna Porwal	Independent Non-Executive Director
08	Mr. Basant Kishangopal Porwal	Independent Non-Executive Director
09	Mr. Rajiv Mahajan	Independent Non-Executive Director
10	Mr. Anil Kumar Kabra	Independent Non-Executive Director
11	Mr. Raj Kumar Chechani	Chief Financial Officer
12	Mr. Kamesh Shri Shri Mal	Company Secretary

16. Committees of the Board: -

The Board of Directors of the Company constituted the following Committees:

Audit committee:

The Company has constituted a Audit Committee as per requirement of section 177 of the Companies Act 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015. The terms of reference of Audit Committee are broadly in accordance with the provisions of SEBI (LODR) Regulations, 2015 and Companies Act, 2013. The Audit Committee comprises Mr. Basant Kishangopal Porwal as Chairman, Mr. Yogesh Laddha and Mr. Dilip Balkrishna Porwal as the Members. The Committee is assigned role, powers and responsibilities as provide under clause 52 of the Equity Listing Agreement and Section 177 of the Companies Act, 2013.

Nomination and remuneration committee:

The Company has constituted a Nomination and Remuneration Committee in accordance with section 178 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The Nomination and Remuneration Committee comprises with Mr. Dilip Balkrishna Porwal as Chairman, Mr. Shriniwas Shivraj Bhattad, Mr. Basant Kishangopal Porwal, Mr. Rajiv Mahajan and Mr. Anil kumar Kabra as members. The purpose of NRC is to recommend the nomination and remuneration of Director, KMP and to evaluate the performance of Directors and board and etc.

Corporate Social Responsibility Committee:

The Company has constituted a Corporate Social Responsibility Committee in accordance with the provisions of section 135 of the Companies Act, 2013.

The Corporate Social Responsibility Committee comprises with Mr. Yogesh Laddha as Chairman, Mr. Dilip Balkrishna Porwal (Independent Director) and Mr. Maheshchandra Kailashchandra Laddha as members. The role of committee is to formulate, design, implement, review, responsible and monitoring of CSR activities in compliance of CSR objective and policy of the company.

Stakeholders Relationship Committee:

The Company has constituted a Stakeholders Relationship Committee in accordance with section

178 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

The Stakeholders Relationship Committee comprises with Mr. Dilip Balkrishna Porwal as Chairman, Mr. Yogesh Laddha and Mr. Kamlesh Kailashchandra Laddha as members. The Committee considers and approves various requests regarding annual report and to redress complaints of the shareholders and etc.

Internal Complaint Committee:

The Internal Complaint Committee comprises of Mrs. Pallavi Laddha as Chairperson, Mrs. Munna Devi Khatik as Senior Lady Member, Mr. Bhagwati Lal Ahir Member and Mrs. Vandana Nuwal as NGO Member. The purpose of Internal Complaint Committee is to provide safe environment for the female employees of the Company and employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

17. Meetings of The Board of Directors and Committee thereof: -

Board Meeting:

The Board of Directors of the Company met 09 (Nine) times during the year, in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes Book kept by Company for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

The names of the Directors their attendance at the Board Meeting and last Annual General Meeting of Company are given as below:

Name of the Director	Board Meeting held during Tenure of Directors	Board Meeting attended	Attendance at the Last Annual General Meeting
Mr. Kailashchandra Hiralal Laddha	09	09	Yes
Mr. Yogesh Laddha	09	09	Yes
Mr. Maheshchandra Kailashchandra Laddha	09	09	Yes
Mr. Kamlesh Kailashchandra Laddha	09	09	Yes
Mrs. Pallavi Laddha	09	09	Yes
Mr. Shriniwas Shivraj Bhattad	09	09	Yes
Mr. Dilip Balkrishna Porwal	09	09	Yes
Mr. Basant Kishangopal Porwal	09	08	Yes
Mr. Rajiv Mahajan	09	07	Yes
Mr. Anil Kumar Kabra	09	08	Yes

Separate Meeting of Independent Directors:

As stipulated by the Code of Independent Directors under the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 10.04.2024 to review the performance of Non-Independent Directors (including the Chairman) and the entire Board. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

Committees of Board:

Currently, the Board has Five committees i.e. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Internal Complaint Committee. All committees are constituted with the proper composition of Independent Directors and Non-Executive Directors as specified in relevant provisions of Companies Act, 2013(As Amended) and the SEBI (LODR) Regulations, 2015.

During the year, all recommendations made by the committees were approved by the Board.

Nomination and Remuneration Committee Meetings:

Name of the Committee Member	NRC Meeting held during Tenure of Director	NRC Meeting attended
Mr. Dilip Balkrishna Porwal (Chairman)	03	03
Mr. Shriniwas Shivraj Bhattad	03	03
Mr. Basant Kishangopal Porwal	03	02
Mr. Rajiv Mahajan	03	02
Mr. Anil Kumar Kabra	03	03

Audit Committee Meetings:

Name of the Committee Member	Audit Committee Meeting held during Tenure of Director	Audit Committee Meeting attended
Mr. Basant Kishangopal Porwal (Chairman)	05	05
Mr. Dilip Balkrishna Porwal	05	05
Mr. Yogesh Laddha	05	05

Stakeholder Relationship Committee Meetings:

Name of the Committee Member	SRC Meeting held during Tenure of Director	SRC Meeting attended
Mr. Dilip Balkrishna Porwal (Chairman)	04	04
Mr. Yogesh Laddha	04	04
Mr. Kamlesh Kailashchandra Laddha	04	04

Corporate Social Responsibility Committee Meetings:

Name of the Committee Member	CSR Meeting held during Tenure of Director	CSR Meeting attended
Mr. Yogesh Laddha (Chairman)	02	02
Mr. Maheshchandra Kailashchandra Laddha	02	02
Mr. Dilip Balkrishna Porwal	02	02

Internal Complaint Committee Meetings:

Name of the Committee Member	Internal Complaint Committee Meeting held during Tenure of Director	Internal Complaint Committee Meeting attended
Mrs. Pallavi Laddha ( Chairperson)	Nil	Nil
Mrs. Munna Devi Khatik	Nil	Nil
Mr. Bhagwati Lal Ahir	Nil	Nil
Mrs. Vandana Nuwal	Nil	Nil

18. Directors Responsibility Statement: -

Pursuant to the requirement under section 134(3)(C) of the Companies Act, 2013 with respect to

Directors Responsibility Statement, it is hereby confirmed that:

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

(ii) 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 as at March 31, 2025 and of the profit and loss of the company for that period.

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) The directors had prepared the annual accounts on a going concern basis.

(v) The directors had laid down Internal Financial Controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(vi) 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.

Note: Board of Directors are responsible for this Standalone Financial Results 2024-25.

19. Certificate of Non-Disqualification of Directors: -

Pursuant to Regulation 34(3) and Schedule V, Para C, Clause (10)(i) of SEBI (LODR)Regulations,2015, Certificate of Non-Disqualification of Directors as on 31.03.2025 has been received from Practicing Company Secretary and annexed as Annexure VI of the Directors report.

20. Public Deposits: -

During the financial year 2024-2025 ended 31^st March 2025 under review, the Company has neither invited nor accepted any public deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (as amended). There were no unclaimed or unpaid deposits as on March 31, 2025.

As such, no specific details prescribed in Rule 8(1) of the Companies (Accounts) Rules, 2014 (as amended) are required to be given or provided.

21. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo: -

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014 - As per Annexure I

22. Corporate Social Responsibility: -

The company has approved the CSR policy and the Company has contributed Rs.34.93 lakhs/- (Rupees Thirty Four Lakhs Ninety-three Thousand approx.) as per statutory requirement under the law. The main thrust of the company has been to contribute towards Making Available Safe Drinking Water, Tree Plantation, Ensuring Environmental Sustainability, Promoting Education, Eradicating Hunger, Poverty and Malnutrition, Promoting Health care including Preventive Health Care, Sanitation, Empowering Women, livelihood Enhancement Projects, Training to Promote Rural Sports, Ecological balance, animal welfare, promotion and development of traditional art and handicrafts and Promoting Religious Activities & Social Welfare & Social Evils etc. which are in accordance with CSR Policy of the Company and Schedule VII of The Companies Act, 2013. The Annual CSR Report of the Company is provided in Annexure II forming part of this report.

The CSR Committee is duly constituted with the following members: -

S. N.	Name of (Members) Director	Designation
1.	Yogesh Laddha	Chairman
2.	Maheshchandra Kailashchandra Laddha	Member
3.	Dilip Balkrishna Porwal	Member

23. Vigil Mechanism/ Whistle Blower Policy:-

In pursuant to the section 177 (9) & (10) of the Companies Act, 2013, a vigil Mechanism for director and employees to report genuine concerns has been established. The Vigil Mechanism/ Whistle Blower Policy has been uploaded on the Website of the Company at http://www.manomaytexindia.com/whistle-blower-policy.pdf under Investor>>Policy>> Whistle Blower Policy link. None of the personnel of the Company have been denied to access the Audit Committee. During the year, the Company has not received any Whistle Blower Complaints.

24. Risk Management Policy: -

Framework:

Risk Management is a key aspect of the "Corporate Governance Principles and Code of Conduct" which aims to improve the governance practices across the Companys activities. Risk management policy and processes will enable the Company to proactively manage uncertainty and changes in the internal and external environment to limit negative impacts and capitalization of opportunities.

Background and Implementation:

The Company is prone to inherent business risks. This document is intended to formalize a risk management policy, the objective of which shall be identification, evaluation, monitoring and minimization of identifiable risks.

This policy is in compliance with the Listing Agreement which requires the Company to lay down procedure for risk assessment and procedure for risk minimization.

The Board of Directors of the Company and the Audit Committee shall periodically review and evaluate the risk management system of the Company so that the management controls the risks through properly defined network. Head of Departments shall be responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Board and Audit Committee.

Committee:

The Company has not made Risk Management Committee but the Board of Directors and Audit Committee is looking after the Risk Management of the Company.

25. Particulars of Loans, Guarantees or Investments made under Section 186 of The Companies Act,

2013:-

There are no loans, guarantees or investments in excess of the limits prescribed u/s 186 of the Act. As such, no specific details are required to be given or provided.

26. Internal Financial Control for Financial Statements: -

The Company has adequate system of internal controls commensuration with the size of its operation and business, to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition, and to ensure that all the business transactions are authorized, recorded and reported correctly and adequately.

The Company has appointed Internal Auditors and the scope and authority of the Internal Audit (IA) function is defined in the procedure and letters. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. Based on the report of internal audit and process the company undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and corrective actions thereon, if any, are presented to the Audit Committee of the Board.

The Company works in a dynamic business environment and adopts the appropriate internal financial controls, to establish reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with the generally accepted accounting principles. It includes inducting and maintaining such business policies and procedures as may be required to successfully conduct the business of the company and maintain such records as to correctly record the business transaction, assets and liabilities of the company in such a way that they help in prevention & detection of frauds & errors and timely completion of the financial statements.

27. Internal Control Systems: -

The Companys internal control systems are adequate and commensurate with the nature and size of the Company and it ensures:

• Timely and accurate financial reporting in accordance with applicable accounting standards. • Optimum utilization, efficient monitoring, timely maintenance, and safety of its assets. • Compliance with applicable laws, regulations, and management policies.

28. Human Resources and Industrial Relations: -

The Company treats its human resources as one of its most important assets.

The Company continuously invests in attraction, retention and development of talent on an ongoing basis. The companys trust is on the promotion of talent internally through job rotation and job enlargement.

29. Ratio of the Remuneration of Each Director to The Median Employees Remuneration and Particulars Of employees: -

Pursuant to provision of section 197 of Companies Act, 2013 read with Rule 5(1),(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Annexure-VIII.

During the year, none of the employees received remuneration in excess of Rs. One Crore Two Lakhs or more per annum, or Rs. Eight Lakhs Fifty Thousand per month for the part of the year, in accordance with the provisions of Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.Therefore, there is no information to disclose in terms of the provisions of the Companies Act, 2013.

30. Performance Evaluation: -

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has laid down the criteria for evaluation of the performance of individual Directors and the Board as a whole. Based on the criteria the exercise of evaluation was carried out through a structured process covering various aspects of the Board functioning such as composition of the Board and committees, experience & expertise, performance of specific duties & obligations, attendance, contribution at meetings & Strategic perspectives or inputs regarding future growth of company, etc. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Director. The performance of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated). The Directors expressed their satisfaction with the evaluation process

31. Particulars of Contracts or Arrangements Made with Related Parties Made Pursuant to Section

188 of the Companies Act, 2013: -

All transactions entered with the Related Parties as defined under the Companies Act, 2013 and regulation 23 of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 during the financial year were in the ordinary course of Business and on arms length basis.

Particulars of Related Parties transactions U/s section 188 of the Companies Act, 2013 are given in Form AOC-2 and enclosed herewith as per "ANNEXURE IX".

The related party disclosure has been uploaded on the Website of the Company at www.manomaytexindia.com under Investor>>Policy>> policy for determination of materiality of events.

Your Directors draw attention of the members to notes to the financial statement which sets out related party disclosures as per Accounting Standards Notified under the Companies (Indian Accounting Standards) Rules, 2015

A statement in summary form of transactions with related parties is periodically placed before the Audit committee for review and recommendation to the Board for their approval.

32. Investor Education and Protection Fund: -

During the financial year 2024-2025 ended 31^st March 2025 under review, there were no amount/s which is required to be transferred to the Investor Education and Protection Fund by the Company. As such, no specific details are required to be given or provided.

33. Listing of Equity Share of the Company:

The equity shares of the company are listed on the Main Board Platform of Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company has paid the Annual Listing Fees to BSE and NSE for the financial Year 2025-26.

34. Details of Application made or Any Proceeding Pending under the IBC 2016: -

During the year under review no application was made, further no any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against the company.

35. Difference In Valuation: -

During the year under review there was no case of one time settlement with financial institution so the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions are not applicable to the company.

36. Management Discussion and Analysis: -

As per Regulation 34 (e) read with schedule V of Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), The Management Discussion and analysis forms part of this annual Report as Annexure IV for the year ended 31^st March 2025.

37. Obligation of Company under The Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013: -

In order to prevent sexual harassment of women at work place, a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 09^th December, 2013. The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provision of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules there under for prevention and redressal of complaints of sexual harassment at workplace. The company is committed to providing equal opportunities without regard to their race, caste, sex, religion, color, nationality, disability, etc. All women associates (permanent, temporary, contractual and trainees) as well as any women visiting the companys

Denim Unit, Spinning Unit and companys offices premises or women service providers are covered under this policy. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. The Management of the Company endeavors to provide safe environment for the female employees of the Company.

In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has already in place a Policy & constituted an internal complaints committee to redress complaints regarding sexual harassment of women at workplace. The committee has informed following status of complaints during the year:-

a. Number of complaints of sexual harassment received during the year : Nil b. Number of complaints disposed-off during the year : Nil c. Number of complaints pending for more than 90 days : Nil d. Number of complaints pending at the end of the year : Nil

38. Compliance With The Maternity Benefit Act, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

39. Annual Return: -

A copy of Annual Return as provided under Section 92(3) of the Act, in the prescribed form, which will be filed with the Registrar of Companies/MCA, is hosted on the Companys website and can be accessed at https://manomaytexindia.com/pdf/annual-return-2025.pdf

40. Corporate Governance: -

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance, and a certificate regarding compliance with the conditions of Corporate Governance are appended to the Annual Report as

Annexure V.

41. Compliances of Secretarial Standards: -

The Board of Directors confirms that the Company, has duly complied and is in compliance, with the applicable Secretarial Standard/s, namely Secretarial Standard-1 (‘SS-1) on Meetings of the Board of Directors and Secretarial Standard -2 (‘SS-2) on General Meetings, during the financial year 2024-2025 ended 31^st March 2025.

42. Compliance with the Code of Conduct: -

The Board has formulated code of Conduct for the Board Members and Senior Management of the company, which has been posted on the website of the company. It is affirmed that all the directors and senior management have complied with the code of conduct framed by the company and confirmation from all the directors, KMP has been obtained in respect of the F.Y. 31^st March 2025, annexed as Annexure VII. and same is hosted on the website of the company at following link: https://manomaytexindia.com/policies.html

43. Reporting of Frauds by Auditors: -

During the year under review, the Statutory Auditors, Cost Auditors, Internal Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees under Section 143(12) of the Companies Act, 2013 to the Audit Committee.

44. Suspension of Trading: -

The equity shares of the Company have been listed and actively traded on Main Board of BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). There was no occasion wherein the equity shares of the Company have been suspended for trading during the FY 2024-2025.

45. Prevention of Insider Trading: -

In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The details of the Insider Trading Policy have posted on the website of the Company at following link: (Link: https://manomaytexindia.com/policies.html)

The Code requires Trading Plan, pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. However, there were no such instances in the Company during the year 2024-25.

46. Industrial Relations: -

During the year under review your Company enjoyed cordial relationship with workers and employees at all levels.

47. Dematerialization of Securities: -

The Companys Equity Shares was already Dematerialize by both the Depositories namely NSDL and CDSL. As on 31st March 2025, all 1,80,48,735 equity shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents whole 100% of the total issued, subscribed and paid-up capital of the Company as on that date. The ISIN allotted to your Company is INE784W01015. Status of the securities as on 31.03.2025 hereunder:

	No. of Shares	% of Total Issued Capital
1 Issued Capital	18048735	100%
2 Listed Capital (BSE) & (NSE)	18048735	100%
3 Held in Dematerialized Form in NSDL	1328137	7.36%
4 Held in Dematerialized Form in CDSL	16720598	92.64%

48. Registrar and Share Transfer Agent: -

The Company has appointed Bigshare Services Private Limited as its Registrar and Share Transfer Agent. The Corporate Office of Bigshare Services Private Limited situated at "Office No S6-2, 6th

Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East) Mumbai 400093, Maharashtra, India.

49. Meetings of the Members: -

During the year under review the 15^th Annual General Meeting of the Company was held on 27.09.2024. No any other meeting of the members held during the year.

50. Acknowledgement: -

Your Directors take this Opportunity to thank the Customers, Shareholders, Suppliers, Bankers, Financial Institutions, Local Bodies, Executives and Central and State Governments for their consistent support and encouragement to the Company. I am sure you will join our Directors in conveying our sincere appreciation to all employees of the Company for their hard work and commitment. Their dedication and competence have ensured that the Company continues to be a significant and leading player in the Textiles industry.

Place: Bhilwara (Rajasthan) India		FOR & ON BEHALF OF THE BOARD OF DIRECTORS
Date: 13.08.2025		MANOMAY TEX INDIA LIMITED
SD/-	SD/-	SD/-
Kailashchandra Hiralal Laddha	Yogesh Laddha	Pallavi Laddha
(Chairman)	(Managing Director)	(Whole Time Director)
DIN: 01880516	DIN: 02398508	DIN: 06856220