Your Directors have pleasure to present the 17^th Annual Report on the business and operations of
your Company along with the Audited Financial Statement for the Year ended 31^st March, 2026.

1. Financial Results: -

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

2. State of Company''s Affairs / Financial Performance: -

Our company reported Revenue from Operation of Rs.71,070.33 lakhs as compared to Rs. 69,691.73
lakhs in the previous year which showed a Increase by 1.98%. Profit after tax of the company has been
increase from Rs. 1,925.27 Lakhs to 1,964.12 lakhs Rs. which showed an increase by 2.02 %. 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. 1,964.12
Lakhs (Other Equity 15,291.38 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 31.03.2026 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 & Company''s 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 company''s operations in
future.

8. Subsidiary / Joint Venture / Associate Company: -

As on March 31, 2026 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 2025¬
2026.

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 2025-2026 forms part of the Annual Report as "Annexure III" to the Board''s
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 2026-27.

13. Internal Audit: -

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts)
Rules, 2014, M/s Kamlesh Sharda & Associates (Firm Registration No. 024557C) (Internal Auditor) of
the Company has conducted internal audit of your Company for the financial year 2025-26.

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 2025-26.

• Re-appointment of Whole Time Directors:

A. Mr. Maheshchandra Kailashchandra Laddha [DIN: 02333125] re-appointed as Whole Time
Director for the period of three years w.e.f 09.08.2027 The terms of their Re-appointment &
remuneration was ratified by the members in 17^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, Mrs. Pallavi Laddha [DIN: 06856220] shall retire by rotation and being eligible
offers herself for re-appointment at the ensuing Annual General Meeting of the Company.

• Company''s 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 company''s website (Link
https://manomavtexindia.com/investorrelations.htmn

• 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, inter¬
personal skills, submission done by the directors in varied disciplines related to the company''s
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 2025-26.

Details of Directors and KMP are as follows:-

• appointment of Additional Director (Non-Executive Independent):

A. Mr. Manishkumar Balkrishna Porwal [DIN: 01570715] appointed as an Additional Director
(Non-Executive Independent) w.e.f 02.09.2026. The terms of their appointment &
remuneration to be ratified by the members in the ensuing Annual general meeting.

B. Mr. Satya Narayan Maheshwari [DIN: 11874369] appointed as an Additional Director (Non¬
Executive Independent) w.e.f 02.09.2026. The terms of their appointment & remuneration to
be ratified by the members in the ensuing Annual general meeting.

C. Mr. Mahendra Singh Rana [DIN: 03431764] appointed as an Additional Director (Non¬
Executive Independent) w.e.f 02.09.2026. The terms of their appointment & remuneration to
be ratified by the members in the ensuing Annual general meeting.

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 05 (Five) 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:

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 18.04.2025 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:

> Audit Committee Meetings:

Stakeholder Relationship Committee Meetings:

Corporate Social Responsibility Committee Meetings:

> Internal Complaint Committee Meetings:

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, 2026, 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, 2026 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 of the Company are responsible for this Standalone Financial Results 2025¬
26.

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 31.03.2026 has been received from Practicing
Company Secretary and annexed as Annexure -VI of the Directors'' report.

20. Public Deposits: -

During the financial year 2025-2026 ended 31^st March 2026 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, 2026.

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.39.35 Lakhs/- (Rupees
Thirty-nine Lakhs thirty-five 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: -

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
https://manomaytexindia.com/investorrelations.htmlunder 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 Company''s 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 Company''s 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 company''s 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 Employee''s 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 arm''s 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
http://www.manomaytexindia.com/investorrelations.htmlunder 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 2025-2026 ended 31^st March 2026 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 2026-27.

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 2026.

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 company''s
Denim Unit, Spinning Unit and company''s 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 Company''s website and can be
accessed athttps://manomaytexindia.com/investorrelations.html

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 2025¬
2026 ended 31^st March 2026.

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 2026,
annexed as Annexure -VII. and same is hosted on the website of the company at following link:
https://manomaytexindia.com/investorrelations.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 2025-2026.

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://manomavtexindia.com/investorrelations.html)

The Code requires Trading Plan, pre-clearance for dealing in the Company''s 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 2025-26.

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 Company''s Equity Shares was already Dematerialize by both the Depositories namely NSDL and
CDSL. As on 31^st March 2026, 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 31.03.2026
hereunder:

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 16^th Annual General Meeting of the Company was held on
17.09.2025. 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 DIRECTORSDate: 31.08.2026 MANOMAY TEX INDIA LIMITEDSD/- SD/- SD/-Kailashchandra Hiralal Laddha Yogesh Laddha Pallavi Laddha(Chairman) (Managing Director) (Whole Time Director)DIN:01880516 DIN:02398508 DIN: 06856220

Your Directors have pleasure to present the 15^th Annual Report on the business and operations of your Company along with the Audited Financial Statement for the Year ended 31^st March, 2024.

1. Financial results:

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

(Rs in I akhs)

2. State of company''s affairs / financial performance:

Our company reported Revenue from operation of Rs. 58,309.12 lakhs as compared to Rs. 69,887.88 lakhs in the previous year which showed a decrease by 16.56%. Profit after tax of the company has been increase from Rs. 1,295.04 Lakhs to 1,300.33 lakhs Rs. which showed an increase by 0.41%. 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.

3. Transfer to reserves:

The Company proposes not to transfer any amount to the reserves and an amount of Rs. 1,300.33 Lakhs (Other Equity 11,094.98 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 31.03.2024 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. Establishment of new spinning unit:

During the year your Company has successfully Establishment New Spinning Unit at Aaraji No. 983, 989, 990, 991, 992/1568,993/1570, Village - Undawa, Tehsil-Gangrar, Distt Chittorgarh -312901 Rajasthan (India). The commercial production was commenced on 27.01.2024.

7. 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.

8. Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status & company''s 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 company''s operations in future.

9. Subsidiary / Joint Venture / Associate Company:

As on March 31, 2024 the Company does not have any subsidiary or joint venture or any associates Company.

10. 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.

11. Statutory auditor & audit report:

During the Year M/s B Maheshwari & Company (FRN: 105839W) Chartered Accountants, Bhilwara former Statuary Auditor, retire at ensuing 14^th Annual General Meeting of the Company and The members of the company at its14th Annual General Meeting (AGM) held on 26.09.2023, appointed M/s Alok Palod & Co., (FRN : 018061C), 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.

12. Secretarial Audit:

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, the board has appointed M/s. Avinash Nolkha & Associates (M. No. F10586), Practicing Company Secretary as the Secretarial Auditor of the company. The report of the Secretarial Auditors in MR-3 is enclosed as Annexure III to this report. The report is self-explanatory and do not call for any further comments.

13. 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., Cost Accountants, Jaipur as cost auditors for conducting the audit of cost records of the Company for the financial year 2024-25.

14. 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 2023-24.

15. Change in the nature of business:

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

16. Directors and Key Managerial Personnel:

A. Mr. Anil Kumar Kabra (DIN: 08150149) appointed as Additional Independent Director on 7^th July 2023. The terms of their Re-appointment as an Independent Non-Executive Director & remuneration was ratified by the members in the 14th Annual general meeting.

B. Mr. Sandeep Kumar Maniyar (DIN: 02722430) Independent Non-Executive Director resigned from the directorship in 07^th July 2023.

In accordance with the provisions of Section 152 of the Companies Act and Articles of Association, Mr. Maheshchandra Kailashchandra Laddha [DIN: 02333125] shall retire by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting of the Company.

Details of Directors and KMP are as follows:-

17. Public Deposits:

The Company has not invited / accepted any deposits from the public during the year ended March 31, 2024. There were no unclaimed or unpaid deposits as on March 31, 2024.

18. 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

19. Corporate social responsibility:

The company has approved the CSR policy and the Company has contributed Rs.19.53 lakhs/- (Rupees Ninteen Lakhs Fifty three Thousand approx.) as per statutory requirement under the law. The main thrust of the company has been to contribute towards Tree Plantation, Eradicating hunger and Malnutrition, Promote Education, Ensuring Environmental Sustainability, Promoting Health Care Including Preventinve Health Care, Promote Rural Sports, Nationally Recognized Sports, Paralympics Sports and Olympic Sports, Sanitation, and Making Available Safe Drinking Water Facilities, 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:-

20. 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.

21. 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 Company''s 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.

22. Company''s 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 company''s website (Link http://www.manomavtexindia.com/Revised-Nomination-Remuneration-Policy.pdf)

23. 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:

*Mr. Anil Kumar Kabra (DIN: 08150149) appointed as Additional Independent Director on 7th July 2023. The terms of their Re-appointment as an Independent Non-Executive Director & remuneration was ratified by the members in the 14thAnnual general meeting.

1. Nomination and Remuneration Committee Meetings:

*Mr. Sandeep Kumar Maniyar (DIN: 02722430) Independent Non-Executive Director resigned from the directorship in 07th July 2023.

2. Audit Committee Meetings:

3. Stakeholder Relationship Committee Meetings:

5. Internal Complaint Committee Meetings:

24. 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, 2024, the applicable of Indian Accounting Standards (Ind AS) Notified under the Companies (Indian Accounting Standards) Rules,2015 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, 2024 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; and

(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: Standalone Financial Results 2023-2024 only board of Directors of the Company are responsible.

25. Declaration by independent directors:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section149(6) of the Companies Act, 2013 so as to qualify themselves to be appoint and re-appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. The Independent Directors have submitted their Independent Director Databank Registration number and certificates to the Board which was issued by Indian Institute of Corporate Affairs (IICA).

26. 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.

27. Internal financial control systems:

The Company''s 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 Indian Accounting Standards (Ind AS).

• Optimum utilization, efficient monitoring, timely maintenance and safety of its assets.

• Compliance with applicable laws, regulations and management policies.

An independent internal audit function is an important element of the Company''s internal control systems. This is executed through an extensive internal audit programme and periodic review by the management and the Audit Committee.

The Audit Committee has satisfied itself on the adequacy and effectiveness of the internal financial control systems laid down by the management. The Statutory Auditors have confirmed the adequacy of the internal financial control systems over financial reporting.

28. Human resources and industrial relations:

Your Company treats its human resources as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. Your company''s trust is on the promotion of talent internally through job rotation and job enlargement.

29. Particulars of employee and analysis of remuneration:

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Annexure-VIII.

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. Related party transactions:

The Company has no material significant transactions with its related parties which may have a potential conflict with the interest of the Company at large. 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 arm''s length basis and do not attract the provisions of section 188 of the Companies Act, 2013. Thus, disclosure in form AOC- 2 is not required. 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 Indian Accounting Standards (Ind AS) 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:

There were no amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year.

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 2024-25.

34. Committees:

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

• Audit committee

The Audit Committee comprises Mr. Basant Kishangopal Porwal as Chairman, Mr. Yogesh Laddha and Mr. Dilip Balkishan 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

During the Year Mr. Anil kumar Kabra was appointed and Mr. Sandeep Kumar Maniyar ceased to be member of the Committee w.e.f 07/07/2023. Now, The Nomination and Remuneration Committee comprises with Mr. Dilip Balkishan 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.

• Corporate social responsibility committee

The Corporate Social Responsibility Committee comprises with Mr. Yogesh Laddha as Chairman, Mr. Dilip Balkishan 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.

• 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.

35. 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, inter-personal skills, submission done by the directors in varied disciplines related to the company''s business etc.

36. 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.

37. 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.

38. Management discussion and analysis:

The Management Discussion and analysis forms part of this annual Report as Annexure IV for the year ended 31^st March 2024.

39. 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 company''s 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.

During the year under review, no complaints were received by the Company relating to sexual harassment at workplace. The Management of the Company endeavors to provide safe environment for the female employees of the Company.

40. 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 Company''s website and can be accessed at http://manomaytexindia.com/pdf/annual-report-return-2024.pdf

41. 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.

42. Compliances of secretarial standards:

The company has complied with the requirements prescribed under the secretarial standards on the meetings of the Board of Directors (SS-1) and General Meeting (SS-2) (as amended) read with the MCA Circulars.

43. 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 31.03.2024 has been received from Practicing Company Secretary and annexed as Annexure -VI of the Directors'' report.

44. 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 2024, annexed as Annexure -VII.

45. 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.

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 FOR & ON BEHALF OF THE BOARD OF DIRECTORS

Date: 30.08.2024 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

1

Mr. Sandeep Kumar Maniyar (DIN: 02722430) Independent Non-Executive Director resigned from the directorship in 07th July 2023.

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 08.05.2023 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.

The Directors have pleasure to present the 14^th Annual Report on the business and operations of your Company along with the Audited Financial Statement for the Year ended 31^st March, 2023.

1. FINANCIAL RESULTS:-

The Financial Results of the Company''s performance for the year under review and those of the previous year are as follows:-

2. STATE OF COMPANY''S AFFAIRS / FINANCIAL PERFORMANCE:-

Your Directors are pleased to inform the members that during the year under review, your company reported encouraging performance. Company''s exports increasing year after year and during the year under review, your company reported Revenue from operation of Rs. 69,887.88 Lakhs only as compared to Rs. 58,953.15 Lakhs in the previous year which showed an increase by 18%. This becomes possible due to improved quality of denim Fabrics and good service to our customers. Profit after tax of the company has also been increase from Rs.1,295.04 Lakhs to Rs. 770.62 which showed an increase by 68%. This was possible due to the better working capital management & effective cost control.

3. TRANSFER TO RESERVES:-

The Company proposes not to transfer any amount to the reserves and an amount of Rs.9,788.86 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 31.03.2023 and carried forward the net profit balance to the next year.

5. CAPITAL STRUCTURE:-

The Authorised 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 Fifty Only) divided into 1,80,48,735 (One Crore Eighty Lakhs Fourty Eight Thousand Seven Thirty Five Only) equity shares of Rs.10/- each.

During the year under review 2022-23, The Company offer preferencial issue of Rs. 3,36,53,850 /- (Rupees Three crore Thirty Six Lakh Fifty Three Thousand Eight hundered and Fifty Only ) divided into 33,65,385 (Thirty three lakh sixty five thousand and three hundred and eighty 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 & COMPANY''S 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 company''s operations in future.

8. SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY:-

As on March 31, 2023 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 Annual General Meeting (AGM) held on September 07, 2018, appointed B. Maheshwari & Co. (FRN: 105839W), 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 2023.

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

11. SECRETARIAL AUDIT:-

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, the board has appointed M/s. Avinash Nolkha & Associates (M. No. F10586), Practicing Company Secretary as the Secretarial Auditor of the company. The report of the Secretarial Auditors in MR-3 is enclosed as Annexure III to this report. The report is self-explanatory and do not call for any further comments.

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., Cost Accountants, Jaipur as cost auditors for conducting the audit of cost records of the Company for the financial year 2023-24.

13. CHANGE IN THE NATURE OF BUSINESS:-

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

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:-

A. Mr. Yogesh Laddha [DIN:02398508] re-appointed as Managing Director for the period of three years w.e.f 16.01.2023. The terms of their Re-appointment & remuneration was ratified by the members in 13^th Annual general meeting.

B. Mr. Kailashchandra Hiralal Laddha [DIN:01880516] re-appointed as Whole Time Director for the period of three years w.e.f 16.01.2023. The terms of their Re-appointment & remuneration was ratified by the members in 13 ^th Annual general meeting.

C. Mr. Kamlesh Kailashchand Laddha [DIN: 03520135] re-appointed as Whole Time Director for the period of three years w.e.f 16.01.2023. The terms of their Re-appointment & remuneration was ratified by the members in 13 ^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 16.01.2023. The terms of their Re-appointment & remuneration was ratified by the members in 13^th Annual general meeting.

E. Mr. Anil Kumar Kabra (DIN:08150149) appointed as Additional Independent Director on 7^th July 2023. The terms of their Re-appointment & remuneration to be ratified by the members in the ensuing Annual general meeting.

F. Mr. Sandeep Kumar Maniyar (DIN :02722430) appointed as Additional Independent Director on 05^th December,2022, his appointment & remuneration was ratified on 13 ^th February,2023. He resigned from the directorship in 07^th July 2023.

G. Mr. Rajiv Mahajan (DIN: 09810426) appointed as Additional Independent Director on 05^th December, 2022 and his appointment & remuneration was ratified on 13^th February,2023.

In accordance with the provisions of Section 152 of the Companies Act and Articles of Association, Mr.

Kailashchandra Hiralal Laddha [DIN: 01880516] shall retire by rotation and being eligible offers

herself for re-appointment at the ensuing Annual General Meeting of the Company.

Details of Directors and KMP are as follows:-

15. DEPOSITS:-

The Company has not invited / accepted any deposits from the public during the year ended March 31, 2023. There were no unclaimed or unpaid deposits as on March 31, 2023.

16. 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

17. CORPORATE SOCIAL RESPONSIBILITY:-

The company has approved the CSR policy and the Company has contributed Rs.15.90 Lakh/-(Rupees Fifteen Lak) as per statutory requirement under the law. The main thrust of the company has been to contribute towards Tree Plantation, Eradicating hunger and Malnutrition, Promote Education, Ensuring Environmental Sustainability, Promoting Health Care Including Preventinve Health Care, Promote Rural Sports, Nationally Recognized Sports, Paralympics Sports and Olympic Sports, Sanitation, and Making Available Safe Drinking Water Facilities. 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:-

18. 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/. 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.

19. RISK MANAGEMENT POLICY:-Framework

Risk Management is a key aspect of the "Corporate Governance Principles and Code of Conduct" which aims to improve the the Company''s 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 andcapitalization ofopportunities.

Background and Implementation

The Company is pronetoin herent 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 incompliance with the Listing Agreement which requires the Company to laydown procedure for risk assessment and procedure for risk minimization.

The Board of Directors of the Company and the Audit Committee shall periodically reviewand evaluate the risk management system of the Companys that the management controls the risks through properly defined network. Head of Departments shall be responsible for implementation of the risk management systemas 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.

20. COMPANY''S 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 company''s website (Link http://www.manomavtexindia.com/Revised-Nomination-Remuneration-Policy.pdf )

21. MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEE THERE OF:-Board Meeting:-

The Board of Directors of the Company met 12 (Twelve) 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:

EXTRA ORDINARY GENERAL MEETING

1. During the year under review, The Company Does held extra ordinary general meeting

of members on Monday 13.02.2023 to transact the following Business:

a) To Consider And Approve Increase Of Authorised Share Capital of The Company And Alteration Of The Capital Clause In The Memorandum Of Association Of The Company

b) To create, offer, issue and allot Equity Shares on a private placement/ preferential basis Type of Resolution: Special

c) Authority to the Board of Directors under Section 180 (1) (c) of the Companies Act, 2013 for borrowings upto the revised limit of Rs. 400.00 Crores.

d) Authority to the Board of Directors under Section 180 (1) (a) of the Companies Act, 2013 for creation of charge upto the revised limit of Rs. 400.00 crores.

e) To Regularise Appointment of Mr. Sandeep Kumar Maniyar (DIN: 02722430) as an Independent Director who was appointed as an Additional Independent Director.

f) To Regularise Appointment of Mr. Rajiv Mahajan (DIN: 09810426) as an Independent Director who was appointed as an Additional Independent Director.

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 20.04.2022 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.

1. Nomination and Remuneration Committee Meetings:-

22. 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, 2023, 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, 2023 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; and

(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.

23. DECLARATION BY INDEPENDENT DIRECTORS:-

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. The Independent Directors have submitted their Independent Director Databank Registration number and certificates to the Board which was issued by Indian Institute of Corporate Affairs (IICA). The Independent Directors was Exempt for self-assessment tests of Indian Institute of Corporate Affairs (IICA).

24. 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.

25. INTERNAL CONTROL SYSTEMS:-

The Company''s 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.

26. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:-

Your Company treats its human resources as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. Your company''s trust is on the promotion of talent internally through job rotation and job enlargement.

27. PARTICULARS OF EMPLOYEE:-

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Annexure-VIII.

28. 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.

29. RELATED PARTY TRANSACTIONS:-

The Company has no material significant transactions with its related parties which may have a potential conflict with the interest of the Company at large. 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 arm''s length basis and do not attract the provisions of section 188 of the Companies Act, 2013. Thus disclosure in form AOC- 2 is not required. The related party disclosure has been uploaded on the Website of the Company at http://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 Standard - 18.

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.

30. INVESTOR EDUCATION AND PROTECTION FUND

There were no amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year.

31. LISTING OF EQUITY SHARE OF THE COMPANY:-

The equity shares of the company are listed on the Main Board 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 2023-24.

32. COMMITTEES:-

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

> AUDIT COMMITTEE

The Audit Committee comprises Mr. Basant Kishangopal Porwal as Chairman, Mr. Yogesh Laddha and Mr. Dilip Balkishan 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:-

During the year Mr. Sandeep Kumar Maniyar and Mr. Rajiv Mahajan were appointed as member of the committee w.e.f. 05/12/2022. Now The Nomination and Remuneration Committee comprises with Mr. Dilip Balkishan Porwal as Chairman, Mr. Shriniwas Shivraj Bhattad, Mr. Basant Kishangopal Porwal, Mr. Sandeep Kumar Maniyar and Mr. Rajiv Mahajan as members. Mr. Sandeep Kumar Maniyar casses to be member of the committee w.e.f. 07/07/2023 and company has appointed Mr. Anil Kumar Kabra as a new member. The purpose of NRC is to recommend the nomination and remuneration of Director, KMP and to evaluate the performance of Directors and board.

> CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:-

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

> INTERNAL COMPLAINT COMMITTEE

The Internal Complaint Committee comprises with Mrs. Pallavi Laddha as Chairperson, Mrs. Munna Devi Khatik as Senior Lady Member, Mr. Bhagwati Lal Ahir Member and Smt. 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.

33. 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 director in varied disciplines related to the company''s business etc.

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. MANAGEMENT DISCUSSION AND ANALYSIS:-

The Management Discussion and analysis forms part of this annual Report as Annexure IV for the year ended 31^st March 2023.

36. 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 9^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 company''s office 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.

During the year under review, no complaints were received by the Company relating to sexual harassment at workplace. The Management of the Company endeavors to provide safe environment for the female employees of the Company.

37. 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 Company''s website and can be accessed at https://manomavtexindia.com/pdf/annual-report-return-2023.pdf

38. 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.

39. COMPLIANCES OF SECRETARIAL STANDARDS: -

The company has complied with the requirements prescribed under the secretarial standards on the meetings of the Board of Directors (SS-1) and General Meeting (SS-2) read with the MCA Circulars granting exemptions in view of Covid-19 Pandemic.

40. 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 31.03.2023 has been received from Practicing Company Secretary and annexed as Annexure -VI of the Directors'' report.

41. 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. 31st March 2023, annexed as Annexure -VII.

42. 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.

Dear Members,

The Directors have pleasure in presenting Annual report on the affairs of the Company together with the Audited Statement of Accounts for the year ended on 31^st March, 2018.

1. FINANCIAL SUMMARY OR PERFORMANCE OF THE COMPANY:-

(in Lacs)

2. OPERATIONS:-

Your Directors are pleased to inform the members that during the year under review, your company reported encouraging performance. Company’s exports increasing year after year and during the year under review export sale has gone up from Rs.1589.62 Lacs to Rs.6722.14 Lacs registering an increase of 4.23 times. This becomes possible due to improved quality of denim Fabrics and good service to our all export customers. The overall operating Income of the Company during the F.Y. 2017-18 is of Rs. 28553.54 Lacs, which is increased by 4% as compared to previous year. During the Profit Before tax is Rs. 629.88 Lacs and profit after Tax of Rs. 332.45 Lacs which showed an increase by 68 % and 42% respectively as compared to Previous year. This was possible due to the better working capital management & effective cost control.

Further that the company has expanded operations at its existing Denim unit situated at Gangrar (Raj.); through capacity addition of 120 Lacs Mtrs p.a. and setting up of complete manufacturing facilities by installation of one more Indigo Dying Machine and replacing old 24 Air Jet Looms to Fresh imported New Air Jet Looms and company also installed Mersrizer, Dsizer and related finishing range for manufacturing of export quality fabrics. The total production capacity (Denim Unit) of the company has been increased from 240 Lacs Mtrs to 360 Lacs Mtrs p.a.

3. TRANSFER TO RESERVES:-

The Company propose not to transfer any amount to the reserves and an amount of Rs. 332.45 Lacs 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 31.03.2018 and carried forward the net profit balance to the next year.

5. CREDIT RATING:-

Brickwork Rating India Pvt. Ltd vide their letter number BWR/ BLR /DEL/IRC/RK/1418/2018-19 dated 03th July, 2018; has reviewed and reaffirmed the following ratings to the bank loan facilities of Rs. 79.22 Crores availed by the Company:

The aforesaid rating is valid for Twelve Month.

6. CAPITAL STRUCTURE:-

The Authorised Share Capital of the Company is Rs. 13,00,00,000/- (Rupees Thirteen Crore only) divided into 130,00,000 (One Hundred Thirty Lacs only) equity shares of Rs.10/- each.

The Paid up share capital of the Company is Rs.12,68,33,500/- (Rupees Twelve Crore Sixty Eight Lacs Thirty Three Thousand Five Hundred only) divided into 126,83,350 (One Crore Twenty Six Lacs Eighty Three Thousand Three Hundred Fifty only ) equity shares of Rs.10/- each.

7. 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.

8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS & COMPANY’S 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 company’s operations in future.

9. SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY:-

As on March 31, 2018, the Company does not have any subsidiary or joint venture or any associates Company.

10. MAINTENANCE OF COST RECORD:-

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

11. STATUTORY AUDITOR & AUDIT REPORT:-

M/s B. Maheshwari & Co., Chartered Accountants, Bhilwara (Firm Registration No. 105839W), Bhilwara, retire at ensuing Annual General Meeting. The Audit Committee recommended to the board to reappoint M/s B. Maheshwari & Co., Chartered Accountants, Bhilwara, for the next term of 5 year. M/s B. Maheshwari & Co., Chartered Accountants, Bhilwara also showed their willingness to accept their reappointment pursuant to sec 139 of the Companies Act 2013, to hold office from the conclusion this Annual General Meeting (AGM) till the conclusion of the AGM of the Company to be held in the year 2023. Further they have confirmed their eligibility to the effect that their reappointment, if made would be within the prescribed limits under the Act and that they are not disqualified. On the recommendation of the Audit Committee the board has approved the proposed resolution and recommended to the share holder for approval of the same in ensuing aGm.

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

12. SECRETARIAL AUDIT:-

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, the board has appointed M/s. Avinash Nolakha & Associates (M. No. A36411), Practicing Company Secretary as the Secretarial Auditor of the company. The report of the Secretarial Auditors in MR-3 is enclosed as Annexure III to this report. The report is self-explanatory and do not call for any further comments.

13. 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., Cost Accountants, Jaipur as cost auditors for conducting the audit of cost records of the Company for the financial year 2018-19.

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:-

The Board of Directors is duly constituted during the year. Mr. Dilip Balkishan Porwal [DIN : 07694518] who was the additional Independent Director of the company had been re-appointed as Independent NonExecutive Directors of the Company in the AGM held on 04.09.2017 and Mr. Maheshchandra Kailashchandra Ladha [DIN: 02333125] is appointed as Whole Time Director of the Company w.e.f. 09.08.2018 and the terms of appointment & remuneration payable to Mr. Maheshchandra Kailashchandra Ladha is being placed before the share holders for the ratification.

Mr. Kamlesh Kailashchand Ladha [DIN : 03520135], Whole Time Director of the Company, is liable to retire by rotation & being eligible to offer themselves for re-appointment.

Detail of Director & KMP are as follows:-

16. DEPOSITS:-

The Company has not invited / accepted any deposits from the public during the year ended March 31, 2018. There were no unclaimed or unpaid deposits as on March 31, 2018.

17. 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

18. CORPORATE SOCIAL RESPONSIBILITY:-

The profit before tax for the year ended 31st March 2018 exceeds Rupees Five Crores. Therefore, Section 135 of the Companies Act, 2013 becomes applicable from the financial year 2018-2019. The board has constituted the CSR Committee, comprising the following members:-

1. Mr. Yogesh Laddha - Managing Director

2. Mr. Maheshchandra Kailashchandra Ladha - Whole Time Director

3. Mr. Dilip Balkishan Porwal - Independent, Non-Executive Director

The broad terms of reference of the CSR Committee are as under:

- Formulating and recommending to the Board, the CSR Policy which shall indicate the activities to be undertaken by the Company.

- Recommending the amount of expenditure to be incurred on the aforesaid activities and

- Reviewing and Monitoring the CSR Policy of the Company from time to time.

19. 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 read uploaded on the Website of the Company at www.manomaytexindia.com under Investor--Policy-- Whistle Blower Policy link.

20. 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 Company’s 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 capitalize on 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.

21. COMPANY’S 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 company’s website (Link-http://manomaytexindia.com/Nomination-and-Remuneration-Policy.pdf.) Due to changes in the Regulation 19 of the SEBI (LODR) Regulations, 2015 and section 178 of the Companies Act, 2013, the Committee amended the Nomination and Remuneration Policy in compliance with these amendments and same was approved and adopted by the Nomination & Remuneration Committee and Board w.e.f. 9^th August, 2018.

22. MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEE THEREOF:-Board Meeting:-

The Board of Directors of the Company met 8 (eight) times during the year on in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes Book kept by the 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:

NRC Meetings:-

Audit Committee Meetings:-

Stakeholder Relationship Committee Meetings:-

23. 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, 2018, 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, 2018 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; and

(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.

24. DECLARATION BY INDEPENDENT DIRECTORS:-

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section149 (6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

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.;

26. INTERNAL CONTROL SYSTEMS:-

The Company’s 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.

27. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:-

Your Company treats its human resources as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. Your company’s trust is on the promotion of talent internally through job rotation and job enlargement.

28. PARTICULARS OF EMPLOYEE:-

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

29. 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.

30. RELATED PARTY TRANSACTIONS:-

The Company has no material significant transactions with its related parties which may have a potential conflict with the interest of the Company at large. 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 arm’s length basis and do not attract the provisions of section 188 of the Companies Act, 2013. Thus disclosure in form AOC- 2 is not required. The related party disclosure has been read 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 Standard - 18.

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.

31. EXTRACT OF ANNUAL RETURN:-

Extract of Annual Return of the Company in the prescribed Form MGT-9 is annexed herewith

32. INVESTOR EDUCATION AND PROTECTION FUND:-

There were no amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year.

33. LISTING OF EQUITY SHARE OF THE COMPANY:-

The equity shares of the company are listed on the SME platform of Bombay Stock Exchange Limited (BSE). The Company has paid the Annual Listing Fees to BSE for the financial year 2018-19.

34. COMMITTEES:-

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

- AUDIT COMMITTEE

The Audit Committee comprises Mr. Basant Kishangopal Porwal as Chairman, Mr. Yogesh Laddha and Mr. Dilip Balkishan 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.

- STAKEHOLDERS’ RELATIONSHIP COMMITTEE:-

The Stakeholders’ Relationship Committee has been reconstituted on 09.08.2018. Mr. Maheshchandra Kailashchandra Ladha ceased to be member of the committee & Mr. Dilip Balkishan Porwal, Independent Non-executive Director is appointed as member of the committee to supervise and ensure Share Transfer related matters and to look after the Stakeholders’ grievances.

The Stakeholders’ Relationship Committee comprising of the following members:-

Mr. Dilip Balkishan Porwal, Independent Non-executive Director - Chairman Mr. Kamlesh Kailashchand Ladha - Member

Mr. Yogesh Laddha - Member

- NOMINATION AND REMUNERATION COMMITTEE:-

Mr. Kamlesh Kailashchand Ladha ceased to be member of the committee from 09.08.2018.

Mr. Dilip Balkishan Porwal as Chairman, Mr. Shriniwas Shivraj Bhattad and Basant Kishangopal Porwal shall constitute the NRC Committee. The purpose of NRC is to recommend the nomination and remuneration of Director , KMP and to evaluate the performance of Directors.

- CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:-

Pursuant to the provision of Sec. 135(1) of the Companies Act 2013 Read with Companies (Corporate Social Responsibility) Rules, 2014 (including any amendment thereto or re-enactment thereof) the Board has constituted the CSR committee on 21.05.2018, for recommendation and monitoring of CSR activities, comprising of the following members of the Board of Directors of the Company as members of CSR Committee:

1. Mr. Yogesh Laddha - Managing Director

2. Mr. Maheshchandra Kailashchandra Ladha - Promoter, Non-Executive Director

3. Mr. Dilip Balkishan Porwal - Independent, Non-Executive Director

35. 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 individual 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, inter-personal skills, submission done by the director in varied disciplines related to the company’s business etc.

36. 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 9^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 company’s office 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.

During the year under review, no complaints were received by the Company relating to sexual harassment at workplace. The Management of the Company endeavors to provide safe environment for the female employees of the Company.

37. MANAGEMENT DISCUSSION AND ANALYSIS:-

The Management Discussion and analysis forms part of this annual Report as Annexure II for the year ended 31st March 2018.

38. ACKNOWLEDGEMENT:-

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, Local Bodies, Customers, Suppliers, Executives, Financial Institution and Central and State Governments for their continuous co-operation and assistance.

39. COMPLIANCES OF SECRETARIAL STANDARDS: -

The Company has made all the compliance of Secretarial Standards as notified by the MCA.

Place : Bhilwara

Date : 09.08.2018 FOR : MANOMAY TEX INDIA LIMITED

KAILASHCHANDRA HIRALAL LADDHA

[DIN : 01880516]

CHAIRMAN

FOR : MANOMAY TEX INDIA LIMITED

YOGESH LADDHA

[DIN : 02398508]

MANAGING DIRECTOR

FOR : MANOMAY TEX INDIA LIMITED

PALLAVI LADDHA

[DIN : 06856220]

WHOLE TIME DIRECTOR