Manilam Industries India Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

Your directors have pleasure in presenting the 10^th Annual Report together with the Audited Financial Statement of your Company for the financial year ended March 31, 2025.

FINANCIAL SUMMARY

Particulars	Standalone (? in Lacs)		Consolidated (? in Lacs)
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Total Income	14216.22	13803.70	14216.25	13803.71
EBIDTA	1976.94	1420.43	1988.32	1432.06
Finance Cost	776.86	603.07	776.86	603.07
Depreciation	265.03	264.37	267.65	266.99
Profit/(Loss) before taxation	935.05	552.99	943.81	562.00
Less: Tax Expenses	307.63	132.21	307.23	137.61
Profit/(Loss) after tax	627.42	420.78	636.58	424.39
Other Comrehensive Income (OCI) (net of Tax)	2.18	(0.39)	2.18	(0.39)
Add: Balance B/F from prev. year	874.05	453.66	865.03	441.03
Balance Profit C/F to next Year	1503.65	874.05	1503.79	865.03

FINANCIAL PERFORMANCE

The company’s standalone performance was satisfactory during the year. During the financial year under review, your Company achieved a total income of ? 14,216.22 lakhs, reflecting a slight increase, as against ? 13,803.70 lakhs in the previous year. The Profit Before Tax (PBT) for the year stood at ?935.05 lakhs, marking an impressive growth of 69.09% compared to ?552.99 lakhs in the previous year. The Net Profit After Tax (PAT) also improved to ?627.42 lakhs, representing an increase of 49.11% from ?420.78 lakhs in the previous year. Your Company is expecting further better result in the coming years.

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The market is favoring only quality product and your Company is getting good response from market. The improvement in GDP and real estate sector will boost designer Laminates industry as a whole. During the current year the company has started marketing Plywood & allied products under its Brand name “MANILAM”. This trading activity will contribute further to the kitty of the company. This will add to the Top line as well Bottom line of the performance of the company.

During the year the name of your Company was changed to “Manilam Industries India Limited” from “Manilam Industries India Private Limited” to align with its intention for Initial Public Offering.

DETAILS OF MATERIAL CHANGES AND EVENTS FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT

The following are material changes and events in the financial position of the Company occurred since the end of the Financial Year 2024-25:

1.    The Company issued and allotted 1,50,000 Equity Shares of Rs 10/- on Preferential Issue basis at a price of ?400/- each, (Including Share Premium of Rs 390/-) on 3^rd June 2025.

2.    Further, 1,47,00,000 Bonus Equity Shares having face value ?10/- each, were issued and allotted on 5^th July, 2025 to the Members in the ratio of 6:1, where 6 shares have been issued for every 1 share held in the Company on the Record Date.

DIVIDEND

Your Directors have not recommended any dividend for the financial year ended March 31, 2025. TRANSFER TO RESERVES

The Company does not propose to transfer any amount to the Reserve for the year under review. PUBLIC DEPOSITS

The Company has not invited or accepted deposits from the public covered under Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, as amended, during the year under review.

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

The Annual Report on CSR activities of the Company as required under Section 134(3)(o) read with Section 135 of the Companies Act, 2013 is annexed marked as Annexure I and forms part of this Report.

MEETINGS OF THE BOARD OF DIRECTORS

During the financial year ended 31st March, 2025, 11 (Eleven) Meetings of the Board of Directors were held. The Maximum gap between any two Board Meetings was less than 120 days.

LOANS, GUARANTEES AND INVESTMENTS

Loan, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 (“Act”) form part of the notes to the financial statements provided in this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board is in compliance with the applicable provisions of the Companies Act, 2013 (“Act”) and the rules framed thereunder and other applicable laws inter alia with respect to appointment of women directors, non-executive director(s), and independent director(s).

During the year under review, the following changes have taken place in the composition of the Board of Directors of the Company.

a)    Appointment of Mr. Ganapathy Anantha Narayanan, Ms Shikha Gupta and Mr Vivek Chiraniya as Independent Non-Executive Director of the Company for a term of 5 (five) years, with effect from 1^st February, 2025.

b)    Mr Vivek Chiraniya resigned on 1^st September 2025 from the post of Independent Directorship.

c)    Mr. Rajesh Jalan was appointed as Independent Director for a period of 5 years with effect from 2^nd September 2025

d)    Appointment of Mr. Anubhav Kumar Nemani, as a Non-Executive Director, with effect from 15^th February 2025.

e)    Mr. Sreyas Agrawal was inducted in the Board on January 14^th, 2025, and was appointed as Whole time Director on March 1^st, 2025. He resigned from the post of whole-time director w.e.f 5^th July 2025 and continued to act as Non-executive Director

f)    Mr. Sanj ay Kumar Agarwal resigned from the post of Whole time Director with effect from 26^th March 2025 and continued to act as Non-executive Director

g)    Mr. Manoj Kumar Agrawal, and Mr. Aman Kumar Nemani were re-appointed as the Managing Director and Whole-time Director respectively with effect from January 1^st, 2025.

h)    Mr. Umesh Kumar Nemani was appointed as the Managing Director with effect from February 1^st, 2025.

i)    Mr. Bajrang Agarwal who was appointed as the Chief Financial Officer (CFO) with effect from March 1^st, 2025, resigned on 25^th August 2025.

j)    Mr. Niraj Kumar Agarwal was appointed as the Chief Financial Officer (CFO) with effect from 25^th August 2025.

k)    Mrs. Nidhi Dhelia was appointed as the Company Secretary & Compliance Officer with effect from March 1^st, 2025.

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of the SEBI Listing Regulations, as amended.

In the opinion of the Board, the Independent Directors fulfills the conditions specified in these regulations and are independent of the management. There has been no change in the circumstances affecting their status as Independent Directors of the Company. The Board is also of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in relevant fields and they hold highest standards of integrity.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with the related parties were in the ordinary course of business and on an arm’s length basis. As such, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

RISK MANAGEMENT POLICY

The Company manages, monitors and reports on the principal risks and uncertainties that can impactits abilities to achieve its strategic objectives. No such risk has been identified during the year.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS SYSTEM OVER FINANCIAL REPORTING

The Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2025, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants Of India.

STATUTORY AUDITORS

M/s. R.K Banka & Co. Chartered Accountants, (FRN:3203104E) is continuing as the Statutory Auditors of the Company

There are no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditors in their reports on the Annual Financial Statements of the Company for the year under review. The Notes appearing in the Financial Statements are self-explanatory.

VIGIL MECHANISM

The Company has established a vigil mechanism as required under Section 177 of the Act, to report to the management, concerns about ethical behavior, actual or suspected fraud or violation of Code of Conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors who avail of the mechanism and also provide direct access to the Chairman of Audit Committee in exceptional circumstances.

SHARE CAPITAL Authorized Share Capital

The Company as per the approval of members in the Extra Ordinary General Meeting held on February 15^th, 2025, has increased the Authorized Share Capital of the Company by Rs. 22,00,00,000/- divided into 2,20,00,000 Equity Shares of Rs.10/- each. The present Authorized Share Capital of the Company stands at Rs. 25,00,00,000/- divided into 2,50,00,000 Equity Shares of Rs.10/- each, your directors feel that this increased capital will be sufficient to take care of the allotment of equity shares which will take place in Initial Public Offer (IPO) in the days to come.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting thegoing concern status and Company’s operations in future.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION,PROHIBITION & REDRESSAL) ACT, 2013

The Company is committed to provide a safe and conducive work environment to its employees. The company has complied with the provision relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year under review, no case of sexual harassment was reported.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Companyconfirms that-

(a)    in the preparation of the annual accounts for the year ended 31st March, 2025, the Company has followed the applicable accounting standards and there are no material departures from the same.

(b)    the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2025 and of the profit of the Company for that period;

(c)    the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d)    the Directors have prepared the annual accounts on a going concern basis;

(e)    the Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company;

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

FRAUDS

During the financial year under review, the Statutory Auditors 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.

EXTRACT OF ANNUAL RETURN

The requirement of attaching the extract of annual return with the Board Report or providing web-link of such extract has been completely done away by the amendment in Rule 12 of the Companies (Management and Administration) Rules, 2014.

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

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with rule 8 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 this Report.

COST AUDIT

The Company is not required to appoint Cost Auditor u/s 148 of the Companies Act 2013.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

The Secretarial Audit u/s 204 of the Companies Act, 2013, is not applicable to the Company and therefore, the Company is not required to appoint secretarial auditor for the year under review.

DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES

A statement containing salient features of the Company’s wholly owned subsidiary and Joint Venture Company in Form AOC-1 is annexed to this report as Annexure-III. The Company do not have any associate companies as on 31^st March, 2025.

SECRETARIAL STANDARDS OF ICSI

During the year under review, the Company has complied with the requirements prescribed under the Secretarial Standards on meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

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. Your Directors also wish to place on record their deep senseof appreciation for the committed services by the Company’s executives, staff and workers.