Annual Report for the Financial Year 2025-26 attached

MANUGRAPH INDIA LIMITED (CIN: L29290MH1972PLC015772) Registered Office: 2nd Floor, Sidhwa House, N.A. Sawant Marg, Colaba, Mumbai – 400 005, India Phone (Board): +91-22-3512 1178 – 80 / 82 Website: www.manugraph.com BOARD OF DIRECTORS Audit Committee Executive Directors Mr. K N Padmanabhan Mr. Sanjay S. Shah Chairman & Managing Director Mr. Nimish Vakil Mr. Pradeep S. Shah Vice Chairman & Managing Director Mrs. Basheera J. Indorewala Mr. Shailesh B. Shirguppi Whole Time Director (Works) Ms. Madhavi Kilachand Nomination & Remuneration Committee Non-Executive Directors, Independent Mr. K N Padmanabhan Mrs. Basheera J. Indorewala Mr. Nimish Vakil Ms. Madhavi Kilachand Mrs. Basheera J. Indorewala Mr. K N Padmanabhan Ms. Madhavi Kilachand Mr. Nimish Vakil Stakeholders Relationship Committee Mr. K N Padmanabhan Chief Financial Officer & Company Secretary Mr. Sanjay S. Shah Mr. Mihir Mehta Mrs. Basheera J. Indorewala Statutory Auditors Registrar & Share Transfer Agents M/s. Desai Shah & Associates MUFG Intime India Pvt. Ltd. Office 623, 6th floor, The Summit Business Bay, C-101, 247 Park, Suren Road, Off. Andheri Kurla Road, Andheri (East), L.B.S. Marg, Vikhroli (West), Mumbai – 400 093 Mumbai – 400 083, Maharashtra, India. Phone: +91-22-4918 6270 Bankers Fax: +91-22-4918 6060 State Bank of India Email: rnt.helpdesk@ in.mpms.mufg.com Investor Grievance E-Mail Id: sharegrievances@manugraph.com 54th ANNUAL GENERAL MEETING Date: August 24, 2026 Day: Monday Time: 12.30 p.m. Through: Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”), CONTENTS Page No. Notice of 54th Annual General Meeting 01 Directors’ Report 23 Report on Corporate Governance 37 Management’s Discussion & Analysis 57 Financial Statements: Independent Auditors’ Report 61 Balance Sheet 74 Statement of Profit & Loss 75 Statement of Changes in Equity 76 Statement of Cash Flows 78 Notes forming part of Financial Statements 80 Financial Highlights 118 NOTICE is hereby given that the Fifty Fourth Annual General Meeting of the Members of the Company will be held on Monday, August 24, 2026 at 12.30 p.m. through Video Conferencing ("VC")/ Other Audio Visual Means ("OAVM") (hereinafter referred to as "electronic AGM"/ "e-AGM"), to transact the following businesses. ORDINARY BUSINESSES: 1. To consider and adopt (a) the audited financial statement of the Company for the financial year ended March 31, 2026 and the reports of the Board of Directors and Auditors thereon; and in this regard, pass the following resolution(s) as an Ordinary Resolution(s): “RESOLVED THAT the audited financial statement of the Company for the financial year ended March 31, 2026, the reports of the Board of Directors and Auditors thereon be and are hereby considered and adopted.” 2. To appoint a Director in place of Mr. Shailesh B. Shirguppi (DIN: 08770042), who retires by rotation and being eligible, offers himself for re-appointment and in this regard, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Mr. Shailesh B. Shirguppi (DIN: 08770042) who retires by rotation at this meeting and being eligible has offered himself for re-appointment, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation.” SPECIAL BUSINESSES: 3. To consider, and if thought fit, to pass with or without modification(s) the following resolution as Special Resolution(s): “RESOLVED THAT pursuant to provisions of pursuant to the provisions of Sections 196, 197, 198 read with Schedule V and other applicable provisions of the Companies Act, 2013 (‘the Act’), the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 [including any statutory modification(s) or re-enactment(s) thereof], the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) (including any amendments / re-enactments thereof), the Articles of Association of the Company and recommendation of Nomination and Remuneration Committee of the Board and of the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to include any committee constituted / empowered / to be constituted by the Board from time to time to exercise its powers conferred by this resolution), and such other approvals, permissions and sanctions as may be required, and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for the office of Director, consent of the Company be and is hereby accorded for the re-appointment of Mr. Shailesh B. Shirguppi (DIN: 08770042) as a Whole Time Director (Works) of the Company for a period of 3 years commencing from July 1, 2026 on following terms of remuneration: 1) Basic Salary per month: Rs. 95,224/- with such annual increment and/or revision from time to time, as the Nomination & Remuneration Committee of the Board may decide, subject to maximum annual revision upto 20%; 2) Perquisites & Allowances per month: Rs. 82,111/- with such annual increment and/or revision from time to time, as the Nomination & Remuneration Committee of the Board may decide, subject to maximum annual revision upto 20%; 3) Variable Pay: As the Nomination & Remuneration Committee of the Board may decide.” “RESOLVED FURTHER THAT Mr. Shailesh B. Shirguppi (DIN: 08770042), Whole time Director (Works) shall also be eligible for Provident Fund, Superannuation Fund, Gratuity Scheme, Annuity Scheme, Leave, Leave Travel Concessions, Leave Encashment in accordance with the Company’s Schemes & Rules as may be applicable from time to time.” “RESOLVED FURTHER THAT in the event of no profits / inadequacy of profits, Mr. Shailesh B. Shirguppi (DIN: 08770042), Whole time Director (Works) shall be paid above remuneration as minimum remuneration.” “RESOLVED FURTHER THAT the Board (hereinafter referred to as ‘the Board’ which term shall be deemed to include the Committee of the Board) be and is hereby authorized to do all such acts, deeds, matters and things and to execute any agreements, documents, instruments and writings as may be required, with power to settle all questions, difficulties or doubts that may arise in regard to the said re-appointment as it may in its sole discretion deem fit and to delegate all or any of its powers conferred herein to any Director(s) and / or officer(s) of the Company to give effect to this Resolution.” “RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.” 4. To consider, and if thought fit, to pass with or without modification(s) the following resolution as Special Resolution(s): “RESOLVED THAT in accordance with the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualifications of Directors) Rules, 2014, Regulation 25 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Articles of Association and on the basis of the recommendation and approval of the Nomination and Remuneration Committee of Directors and the Board of Directors of the Company respectively and in respect of whom the Company has received notice in writing under Section 160 of the Companies Act, 2013 from a member proposing her candidature for the office of Director, Ms. Madhavi Kilachand (DIN: 00296504), who hold the office of Independent Director upto June 28, 2026 and being eligible, has submitted a declaration that she meets the criteria of Independen [Showing first 8,000 characters — download PDF for full document]