Manorama Industries Limited - Proxy Solicitation & Information Statement 2024

KHASRA No. 2449-2618 Nr. ilDC, Birkoni Mahasamund (C.G.) Pin : 493445

January 15,2024

To, The Manager Listing Department, BSE Limited ("BSE") Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai —400 001

To, The Manger, Listing Department National Stock Exchange of India Limited ("NSE") "Exchange Plaza", C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai — 400 051

Scrip Code: 541974 NSE Scrip Code: MANORAMA ISIN: INE00VM01010 ISIN: INE00VM01010

Sub: Notice of Postal Ballot- Intimation under Regulation 30 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015

Dear Sir/Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, please find enclosed the notice of Postal Ballot dated January 15, 2024 issued by the Company for seeking approval of Members for following transactions:

Sr.No.	Particulars	Resolution Type
1.	To approve the sub-division of existing 1 (one) Equity Share of face value of Rs. 10/- (Rupees Ten Only) each fully paid up into 5 (five) Equity Shares of face value of Rs. 2/- (Rupees Two only) each fully paid up	Ordinary Resolution
2.	To approve alteration of capital clause of Memorandum of Association of the Company:	Ordinary Resolution

The Notice is being sent to all the Members, whose names appear in the Register of Members/List of Beneficial Owners as received Depositories and whose email IDs are registered with the Company / Depositories/RTA as on Friday, January 12, 2024 (Cut off date). Members holding shares in physical mode and who have not updated their email addresses with the Company are requested to update their email addresses as per the instructions given in the enclosed Notice. The e-voting period will commence from 09:00 AM (1ST) on Tuesday, January 16, 2024 and ends on 05:00 PM (1ST) on Wednesday, February 14, 2024.

Corporate Office: F-6, Anupam Nagar. Raipur -492007, Chhattisgarh, INDIA E-mail : [email protected] Tel.: +91-771-2283071, 2282579, 2282457 Telefax: +91-771-4056958 CIN: L15142MH2005PLC243687 GSTIN: 22AAEC M3726C1 Z1

FSSC 22000, ISO 9001, ISO 14001 & ISO 45001 Certified Company Manufacturing & Supplying different products certified for RSPO, Kosher, Ilalal °HUH, Fair Trade (FT), Fair for Life (FFL) A Government of India Recognized Star Export House AISNIE ZED GOLD

Registered Office: 403, Midas, Sahar Plaza, Andheri Kuria Road, Andhcri East NIumbal-400059, Maharashtra, INDIA Tel. 022 22622299, 49743611, 022 67088148 www.manoramagroup.coin GST - 27AAECM3726C 1 ZR

KHASRA No. 2449-2618 Nr. IIDC, Birkoni Mahasamund (C.G.) Pin : 493445

The Calendar of Events for the proposed postal ballot process is attached for your reference.

The said notice is also available on the website of the haps://manoramagroup.co.in/investorscompany-announcement#postal ballots. Company viz.,

You are requested to kindly take the above information on your record.

For Manorama Industries Limited

Divya Digitally signed by Divya DN: c=IN, o=Personal, title=0806, pseudonym=VFtVLT0W7lR57Zm0ZPOPVymH wJ3QGLKw, 2.5.4.20=6f6ae0b303bc31ede284b0fc0c07092 ade26acb0719eaf524c3d90c6f05dfb7e, postalCode=401101, st=Maharashtra, serialNumber=74e4cf8342bc293e24934bdd1 9, cn=Divya Date: 2024.01.15 17:00:34 +05'30'

Divya Jajoo Company Secretary and Compliance Officer Membership No. : A40584 End l : As above

Corporate Office: F-6, Anupam Nagar, Raipur - 492007, Chhattisgarh, INDIA E-mail : [email protected] Tel.: +91-771-2283071, 2282579, 2282457 Telefax: +91-771-4056958 CIN: L15142MH2005PLC243687 GSTIN: 22AAECM3726C I Z I

FSSC 22000, ISO 9001, ISO 14001 & ISO 45001 Certified Company Manufacturing & Supplying different products certified for RSPO, Kosher, IIalal (MUD, Fair Trade (FT), Fair for Life (FFL) A Government of India Recognized Star Export House NISME ZED GOLD

Registered Office: 403, Midas, Sahar Plaza, Aodherl Karla Road, Andheri East hlumbai-400059, Maharashtra, INDIA TeL 022 22622299, 49743611, 022 67088148 www.manoramagroup.co.in GST - 27AAECNI3726CIZR

KHASRA No. 2449-2618 Nr. IIDC, Birkoni Mahasamund (C.G.) Pin : 493445

PROPOSED CALENDAR EVENTS FOR PASSING OF RESOLUTIONS THROUGH POSTAL BALLOT

Sr. No.	Particulars	Date of Event
1.	Date of passing of resolution by Board of Directors for appointing Scrutinizer for conducting postal ballot, approval of postal Ballot Notice, resolution for sub division / split of equity shares of the Company and for of resolution alteration of capital clause Memorandum of Association of the Company.	January 15, 2024
2.	Date on which L.onsent given by Scrutinizer to act as January 15, 2024 Srutinizer for conducting postal ballot
3.	Cut-off date for determining shareholders to whom postal ballot notice will be sent	January 12, 2024
4.	Date of completion of dispatch of Notice of Postal Ballot	January 15, 2024
5.	Intimation of completion of dispatch of Notice of Postal Ballot with Stock Exchange.	January 15, 2024
6.	Newspaper Publication of Postal Ballot Notice and Publishing newspaper advertisement for completion of dispatch of Notice of Postal Ballot	January 16, 2024
7.	E- Voting Starting Date	January 16, 2024
8.	E-Voting ending date	February 14, 2024
9.	Preparation of Scrutinizer report and submission of the same to Chairperson.	On or before February 16, 2024
10.	Date of declaration of result of passing of Special resolution through postal ballot	On or before February 16, 2024
11.	Date of intimation of result of passing of ordinary resolutionS through Postal Ballot to Stock Exchange and placing the same on website of Company	On or before February 16, 2024
12.	Date of signing minutes of meeting	March 16, 2024

Corporate Office: F-6, Anupam Nagar, Ralpur -492007, Chhattisgarh, INDIA E-mail : info®manoramagroup.co.in Tel.: +91-771-2283071, 2282579, 2282457 Telefax: +91-771-4056958 CIN: L15142M112005PLC243687 GSTIN: 22AAECM3726C I Z1

FSSC 22000, ISO 9001, ISO 14901 & ISO 45001 Certified Company Manufacturing & Supplying different products certified for RSPO, Kosher, Ilalal (NIUD, Fair Trade (FT), Fair for Life (EFL) A Government of India Recognized Star Export house N1SME ZED GOLD

Registered Office 403, Midas, Sahar Plaza, Andhcrl Kurla Road, Andhcri East Alumbai-400059, Maharashtra, INDIA Tel. 022 22622299, 49743611, 022 67088148 www.manoramagroup.coin GST - 27AAECN13726C1ZR

CIN: L15142MH2005PLC243687 Registered office: Office No. 403, 4th Floor, MIDAS, Sahar Plaza, Andheri Kurla Road, Andheri (East) - Mumbai - 400059 Tel: 91-022-22622299 Fax: 91-0771-4056958 Email ID: [email protected] Website: www.manoramagroup.co.in

POSTAL BALLOT NOTICE

Dear Member(s),

Notice is hereby given to the Members of Manorama Industries Limited ('the Company'), pursuant to Section 108 and 110 and other applicable provisions, if any, of the Companies Act, 2013 ('the Act') read with Rule 20 and Rule 22 of Companies (Management and Administration) Rules, 2014, as amended ('Management Rules') read with the General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, General Circular Nos 22/2020 dated June 15, 2020, General circular 33/2020 dated September 28, 2020, General circular 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021 and General Circular No. 20/2021 dated December 08, 2021, General Circular No. 03/2022 dated May 05, 2022 General Circular No. 11/2022 dated December 28, 2022 and General Circular No. 09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs ('MCA Circulars'), Secretarial Standard-2 on General Meetings ("SS-2") issued by the Institute of the Company Secretaries of India and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ('Listing Regulations'), and other applicable provisions of the Act, Rules, Circulars and Notifications issued thereunder (including any statutory modifications or reenactment thereof for the time being in force and as amended from time to time), that the following Resolutions as set out in this Notice are proposed to be passed by the Members of the Company by means of Postal Ballot by way of remote e-voting process.

The Company has engaged the services of Link Intime India Private Limited ("LIIPL") for the purpose of providing e-voting facility to its Members.

The said Notice is also available on the website of the Company at www.manoramagroup.co.in in the relevant section of the website of BSE Limited ('BSE') www.bseindia.com and National Stock Exchange of India Limited ('NSE') www.nseindia.com, on which the Equity Shares of the Company are listed and on the website of LIIPL at www.instavote.linkintime.co.in.

In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules and the MCA Circulars, the manner of voting on the proposed resolutions is restricted only to remote e-voting ("e-voting") i.e., by casting votes electronically instead of submitting postal ballot forms. Members are requested to read the

instructions in the Notes in this Postal Ballot Notice so as to cast their votes electronically from 09:00 AM on Tuesday, January 16, 2024 and not later than 05:00 PM IST on, Wednesday, February 14, 2024 (the last day to cast vote electronically) to be eligible for being considered. The instructions for e-voting are appended to this Notice.

The Board of Directors of the Company at its meeting held on Monday, January, 15 2024 has appointed M/s. Mehta & Mehta, Company Secretaries, as the 'Scrutinizer', to scrutinize the evoting process in a fair and transparent manner. Ms. Ashwini Inamdar (Membership No. F9409), Partner and failing her, Ms. Alifya Sapatwala, (Membership No. A24091) Partner will represent M/s. Mehta & Mehta, Company Secretaries.

Members holding Equity Shares of the Company on the Cut-off Date mentioned in this Postal Ballot Notice and desiring to exercise their vote through the remote e-voting process are requested to carefully read the instructions mentioned under the head 'Information and Instructions for evoting' in this Postal Ballot Notice and record their assent ("FOR") or dissent ("AGAINST") on the proposed resolutions through the e-voting process not later than 05:00 PM (IST) on Wednesday, February 14, 2024. In accordance with the MCA Circulars, the Company has made necessary arrangements to enable the Members to register their e-mail address. Those Members who have not yet registered their e-mail address are requested to register the same by following the procedure set out in this Notice.

After completing of scrutiny of the votes cast, the Scrutinizer shall, within 2 working days from the conclusion of the voting period of postal ballot, make a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, to the Chairperson or a person authorized by her. The Chairperson or a person authorized by her shall declare the result of the voting forthwith.

The said results, along with the Scrutinizer's Report, will be placed on the website of the Company https://manoramagroup.co.in/investors-company-announcements#postal_ballots and LIIPL https://instavote.linkintime.co.in and will also be displayed at the Registered Office of the Company. The same will also be simultaneously forwarded to the Stock Exchanges where the Equity Shares of the Company are listed, for placing the same on their websites. The resolutions, if approved, will be taken as having been duly passed on the last date specified for e-voting i.e., February 14, 2024. The proposed resolutions and Explanatory Statement setting out all material facts relating thereto, as required in terms of Section 102(1) of the Act read with the Rules and the MCA Circulars, are appended below:

SPECIAL BUSINESS:

ITEM NO. 1:

TO APPROVE THE SUB-DIVISION OF EXISTING 1 (ONE) EQUITY SHARE OF FACE VALUE OF RS. 10/- (RUPEES TEN ONLY) EACH FULLY PAID UP INTO 5 (FIVE) EQUITY SHARES OF FACE VALUE OF RS. 2/- (RUPEES TWO ONLY) EACH FULLY PAID UP

To consider and if thought fit, to pass with or without modification(s) the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 61(1)(d), 64 and other applicable provisions, if any, of the Companies Act, 2013, the Companies (Share Capital and Debentures) Rules, 2014, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") [including any statutory modification(s), notifications, circulars issued thereunder or re-enactment(s) thereof, for the time being in force], in accordance with the Memorandum and Articles of Association of the Company and subject to such permissions, consents and approvals as may be required from concerned statutory authorities and subject to such other conditions and modifications as may be imposed while granting such approvals and based on the recommendation of Board of Directors of the Company, the consent of the Members of the Company be and is hereby accorded for the sub-division of each equity share of face value of Rs. 10/- (Rupees Ten only) fully paid-up into face value of Rs. 2/- (Rupees Two only) each."

"RESOLVED FURTHER THAT pursuant to the sub-division/ split of face value of Equity Shares of the Company, all the authorized, issued, subscribed and paid-up equity shares of face value of Rs. 10/- (Rupees Ten only) each shall stand sub-divided/ split into 5 (Five) Equity Shares of face value of Rs. 2/- (Rupees Two only) each fully paid up, from the record date as may be fixed by the Board of Directors of the Company or such other person authorised by the Board in this behalf and shall rank pari passu in all respects with and carry the same rights as the existing fully paid Equity Shares of Rs. 10/- (Rupees Ten only) each of the Company."

"RESOLVED FURTHER THAT upon Sub-Division of face value of Equity Shares, as aforesaid, the existing share certificate(s) in relation to the existing Equity Shares of the nominal value of Rs. 10/- (Rupees Ten only) each held in physical form shall be deemed to have been automatically cancelled and be of no effect on and from the "Record Date" to be fixed by the Company and Company may without requiring the surrender of existing share certificate(s) directly issue and dispatch the new share certificate(s) of the Company, in lieu thereof, subject to the provisions of the Companies (Share Capital and Debentures) Rules, 2014 and in the case of members who hold the Equity Shares/ opt to receive the sub-divided Equity Shares in dematerialized form, the subdivided Equity Shares of nominal value of Re. 2/- (Rupees Two only) each shall be credited to the respective beneficiary account of the members with their respective depository participants and the Company shall undertake such Corporate Action(s) as may be necessary in relation to the existing Equity Shares of the Company."

"RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to make appropriate adjustments to ensure fair and reasonable adjustment to the entitlement of the participants under the 'Manorama Industries Limited Employee Stock Option Plan 2021' of the Company due to sub-division/split of equity shares as aforesaid to the outstanding stock options (whether vested or unvested as on the Record Date) in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time."

"RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all such acts, deeds, matters and things as may be necessary in relation to the above including the matters incidental thereto and to execute all such documents, instruments and writings as may be required in this connection and, to give effect to the aforesaid resolution including but not limited to fixing of the record date as per the requirements of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and subsequent amendments thereto and such other applicable provisions/ enactments and amendments from time to time, execution of all necessary documents with the Stock Exchanges and the Depositories and/or any other relevant statutory authority, if any, cancellation or rectification of the existing physical share certificates in lieu of the old certificates and to settle any question or difficulty that may arise with regard to the split/sub-division of the Equity Shares as aforesaid or for any matters connected therewith or incidental thereto and also to delegate to the extent permitted by law, all or any of the powers herein conferred to any committee of directors or the Managing Director or any director(s) or any other Key Managerial Personnel or any other officer(s) of the Company."

ITEM NO. 2:

TO APPROVE ALTERATION OF CAPITAL CLAUSE OF MEMORANDUM OF ASSOCIATION OF THE COMPANY:

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 13, 61 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder (including statutory modification (s) or enactment (s) thereof, for the time being in force), subject to such approval(s), consent(s), permission(s) and sanction(s) as may be necessary from the appropriate authorities or bodies, approval of the Members of the Company be and is hereby accorded to alter and substitute the existing clause V of the Memorandum of Association of the Company with the following New Clause:

V. The Authorised Share Capital of the Company is Rs. 30,00,00,000/- (Rupees Thirty Crore Only) divided into 15,00,00,000 (Fifteen Crore) Equity Shares of face value of Rs. 2/- (Rupees Two Only) each.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, any of the Directors and Company Secretary of the Company be and are hereby severally authorised to take such steps as may be necessary for obtaining approvals, statutory, contractual or otherwise, in relation to the above and to do all such acts, deeds, matters, and things and to give such directions as may be necessary or expedient for the purpose of giving effect to the above Resolution."

By Order of the Board For Manorama Industries Limited

Sd/- Divya Jajoo Company Secretary Membership No: A40584

Date: January 15, 2024 Place: Raipur

NOTES:

1. An Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 ("the Act") read with Rules made thereunder, setting out all material facts concerning the Resolutions, is given hereto and form part of this Postal Ballot Notice.
1. In accordance with the MCA Circulars, the Postal Ballot Notice is being sent only through electronic mode to those members whose names appear in the Register of Members / List of Beneficial Owners as on Friday, January 12, 2024 ("Cut-Off Date") received from the Depositories and whose e-mail address is registered with the Company / Depositories. Physical copies of the Postal Ballot Notice along with postal ballot forms and pre-paid business reply envelopes are not being sent to members for this Postal Ballot.
1. The Board of Directors of the Company at its Meeting held on January 15, 2024 have appointed M/s Mehta & Mehta, Company Secretaries, as the Scrutinizer for conducting the Postal Ballot in a fair and transparent manner. Ms. Ashwini Inamdar, Partner (Membership No. F9409), and failing her, Alifya Sapatwala, Partner, (Membership No. A24091), Partner, will represent M/s Mehta & Mehta, Practicing Company Secretaries.
1. All the material documents referred in Postal Ballot Notice shall be available for inspection through electronic mode, basis the request being sent by Members on email id: [email protected] mentioning their name, Folio no. / Client ID and DP ID, and the documents they wish to inspect, with a self-attested copy of their PAN card attached to the email.
1. All correspondence related to change of address, change in e-mail ID already registered with the Company, transfer / transmission of shares, issue of duplicate share certificates, Company mandates and all other matters relating to the shareholding in the Company may be made to M/s. Link lntime India Private Limited, the Registrar and Share Transfer Agent ("RTA").
1. Members would be able to cast their votes and convey their assent or dissent to the proposed resolution only through the remote e-voting process. Members whose names appear on the Register of Members / List of Beneficial Owners as on the Cut-Off Date will

only be considered eligible for the purpose of e-voting. A person who becomes a member after the Cut-Off Date should treat this Notice for information purpose only.

1. In accordance with Regulation 44 of the Listing Regulations and Section 108 and 110 of the Act and read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (as amended) from time to time, Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI), the Company has engaged Link lntime India Private Limited ("LIIPL") as the agency for facilitating the Members to communicate their assent or dissent through Electronic Means in respect of the aforesaid resolutions. The detailed procedure for voting through electronic means ("e-voting") is appended in the Notes to Notice.
1. Postal Ballot Notice can be downloaded from the Company's website i.e., https://manoramagroup.co.in/investors-company-announcements#postal_ballots.
1. Institutional Members (i.e. other than individuals, HUFs, NRIs etc.) are required to send scanned copy (PDF/JPEG Format) of the relevant board resolution/authority letter, etc. together with attested specimen signature of the duly authorised signatory(ies) who are authorised to vote, to the Scrutinizer through email to [email protected] with a copy marked to [email protected].
1. A Member cannot exercise his/her/its vote by proxy on Postal Ballot.
1. Resolutions passed by the Members through Postal Ballot by electronic means are deemed to have been passed as if they have been passed at a General Meeting of the Members.
1. Members who have not registered their E-mail IDs are requested to register / update their E-mail addresses, with their Depository Participant (in case of Shares held in dematerialised form) or with Link Intime Private Limited, our Registrar and Share Transfer Agents (RTA) (in case of Shares held in physical form).
1. A member desiring to vote by electronic means is requested to read the instructions for Postal Ballot carefully and register their electronic vote before 05:00 PM on Wednesday, February 14, 2024. In case a member has any queries or grievances regarding e-voting he or she may send mail to [email protected].

1. The voting rights of the Members, whose names appear in the Register of Members/ List of Beneficial Owners, as on the cut-off date shall be in in proportion to their shares in the total paid-up equity share capital of the Company and are entitled to vote on the Resolution set forth in this Notice.
1. Members are informed that in case of joint holders, only such joint holder whose name stands first in the Register of Members of the Company / Register of beneficial owners as on cut-off date as received from Depositories in respect of such joint holding will be entitled to vote.
1. The Scrutinizer's decision on the validity of the vote shall be final.
1. Once the vote on a resolution stated in this Notice is cast by the members through Remote e-voting, the members shall not be allowed to change it subsequently and such e-vote shall be treated as final.
1. The Scrutinizer will submit her report to the Chairperson/or any person authorised by her after the completion of scrutiny, and the Results will be declared by the Company within 2 working days of the closing of e-voting period on its website https://manoramagroup.co.in/investors-company-announcements#postal_ballots and communicated to the Stock Exchanges, where the shares of the Company are listed.

INFORMATION AND INSTRUCTIONS FOR E-VOTING

The Company has engaged the services of LIIPL as the Agency to provide facility for remote e-voting.

The e-voting period commences on from 09:00 AM (IST) on Tuesday, January 16, 2024 and ends on 05:00 PM (IST) on Wednesday, February 14, 2024. During this period members may cast their votes electronically. The e-voting module will be disabled for voting after 05:00 PM (IST) on Wednesday, February 14, 2024.

Once the vote on a resolution is cast by the member, the same will not be allowed to be changed subsequently.

The details and the process and manner for remote e-voting are explained herein below:

As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.

Login method for Individual shareholders holding securities in demat mode is given below:

1. Individual Shareholders holding securities in demat mode with NSDL

i. Existing IDeAS user can visit the e-Services website of NSDL viz... https://eservices.nsdl.com either on a personal computer or on a mobile. On the e-Services home page click on the "Beneficial Owner" icon under "Login"" which is available under 'IDeAS' section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name i.e. LINKINTIME and you will be re-directed to "InstaVote" website for casting your vote during the remote e-Voting period.
ii. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com Select "Register Online for IDeAS Portal" or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
iii. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a personal computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name i.e. LINKINTIME and you will be redirected to "InstaVote" website for casting your vote during the remote e-Voting period.

2. Individual Shareholders holding securities in demat mode with CDSL

i. Existing users who have opted for Easi / Easiest, can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest

CIN: L15142MH2005PLC243687 Registered office: Office No. 403, 4th Floor, MIDAS, Sahar Plaza, Andheri Kurla Road, Andheri (East) - Mumbai - 400059 Tel: 91-022-22622299 Fax: 91-0771-4056958

Email ID: [email protected] Website: www.manoramagroup.co.in

are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi.

ii. After successful login of Easi/Easiest the user will be able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. LINKINTIME. Click on LINKINTIME and you will be redirected to "InstaVote" website for casting your vote during the remote e-Voting period.
iii. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration.
iv. Alternatively, the user can directly access e-Voting page by providing demat account number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e. LINKINTIME. Click on LINKINTIME and you will be redirected to "InstaVote" website for casting your vote during the remote e-Voting period.

3. Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name i.e. LINKINTIME and you will be redirected to "InstaVote" website for casting your vote during the remote e-Voting period.

Login method for Individual shareholders holding securities in physical form/Non-Individual Shareholders holding securities in demat form is given below:

Individual Shareholders of the company, holding shares in physical form/ Non-individual shareholders holding securities in demat form as on the cut-off date for e-voting may register for e-Voting facility of Link Intime as under:

1. Open the internet browser and launch the URL: https://instavote.linkintime.co.in
1. Click on "Sign Up" under 'SHARE HOLDER' tab and register with your following details: -

A. User ID: Enter your user ID details as given below:

Manner of holding Shares	User ID
For members who holds shares in demat account with CDSL	16 digits beneficiary ID
For members who holds shares in demat	8 character DP ID followed by 8 digit client
account with NSDL	ID
For members who holds shares in physical	Event No + Folio number registered with the
form	Company

B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.
C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)
D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.
* Shareholders holding shares in cdsl form, shall provide (c) or (D) above
* Shareholders holding shares in NSDL form shall provide (D) above
* Shareholders/ members holding shares in physical form but have not recorded 'C' and 'D', shall provide their Folio number in 'D' above

▶ Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#\$&*), at least one numeral, at least one alphabet and at least one capital letter).

▶ Click "confirm" (Your password is now generated).
1. Click on 'Login' under 'SHARE HOLDER' tab.
1. Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on 'Submit'.

Cast your vote electronically:

1. After successful login, you will be able to see the notification for e-voting. Select 'View' icon.
1. E-voting page will appear.
1. Refer the Resolution description and cast your vote by selecting your desired option 'Favour / Against' (If you wish to view the entire Resolution details, click on the 'View Resolution' file link).
1. After selecting the desired option i.e. Favour / Against, click on 'Submit'. A confirmation box will be displayed. If you wish to confirm your vote, click on 'Yes', else to change your vote, click on 'No' and accordingly modify your vote.

Guidelines for Institutional shareholders:

Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on the e-voting system of LIIPL at https://instavote.linkintime.co.in and register themselves as 'Custodian / Mutual Fund / Corporate Body'. They are also required to upload a scanned certified true copy of the board resolution /authority letter/power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the 'Custodian / Mutual Fund / Corporate Body' login for the Scrutinizer to verify the same.

Helpdesk for Individual Shareholders holding securities in physical mode/ Institutional shareholders:

Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000.

Helpdesk for Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders	Members facing any technical issue in login can contact NSDL
holding securities in	helpdesk by sending a request at [email protected] or call at 022 -
demat mode with NSDL	4886 7000 and 022 - 2499 7000.

CIN: L15142MH2005PLC243687

Registered office: Office No. 403, 4th Floor, MIDAS, Sahar Plaza, Andheri Kurla Road, Andheri (East) - Mumbai - 400059 Tel: 91-022-22622299 Fax: 91-0771-4056958

Email ID: [email protected] Website: www.manoramagroup.co.in

Individual Shareholders	Members facing any technical issue in login can contact CDSL helpdesk
holding securities in	by sending a request at [email protected] or contact at
demat mode with CDSL	toll free no. 1800 22 55 33.

Individual Shareholders holding securities in Physical mode has forgotten the password:

If an Individual Shareholder holding securities in Physical mode has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the "Forgot Password" option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in

Click on 'Login' under 'SHARE HOLDER' tab and further Click 'forgot password?'
Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on "SUBMIT".

In case shareholder is having valid email address, Password will be sent to his / her registered e-mail address. Shareholder can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain minimum 8 characters, at least one special character (@!#\$&*), at least one numeral, at least one alphabet and at least one capital letter.

User ID for Shareholders holding shares in Physical Form (i.e., Share Certificate): Your User ID is Event No + Folio Number registered with the Company

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participants website.

It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular "Event".

EXPLANATORY STATEMENTS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No.1 & 2:

In order to improve the liquidity of Company's Share and to make it more affordable for small investors and also to broaden the base of investors, the Board of Directors of the Company, in their meeting held on January 15, 2024 have recommended to sub-divide (split) 1(One) Equity share of face value of Rs. 10/- (Rupees Ten Only) each into 5 (Five) Equity Shares of Face Value of Rs. 2/- (Rupees Two only) each for the approval of members.

The Record date for the aforesaid sub-division shall be fixed by the Board of Directors after the approval of the members is obtained for the proposed sub-division.

Upon approval of the members for the sub-division of equity shares, in case the equity shares are held in physical form, the old share certificates of face value of Rs. 10/- each will stand cancelled on the record date and the new share certificate(s) of nominal value of Rs.2/- each, fully paid up, will be dispatched to the members. In case the equity shares are held in dematerialised form, the subdivided equity shares will be directly credited to the member's Demat Account on record date, in lieu of their existing equity shares.

	Pre-Split/Sub-Division			Post-Split/Sub-Division
Particulars	No. of Equity Shares	Face Value (In Rs.)	Total Share Capital (in Rs.)	No. of Equity Shares	Face Value (In Rs.)	Total Share Capital (in Rs.)
Authorised Share Capital	3,00,00,000	10	30,00,00,000	15,00,00,000	2	30,00,00,000
Issued, Subscribed and Paid-up Share Capital	1,19,19,810	10	11,91,98,100	5,95,99,050	2	11,91,98,100

In the opinion of the Board, proposed sub-division of the equity shares is in the best interest of the Company. The proposed sub-division of fully paid-up Equity Shares will not result in any change in the amount of Authorized, Issued, Subscribed and Paid-up Equity Capital of the Company. Further, such sub-division shall not be construed as reduction in share capital of the Company in compliance of the applicable provisions of the Companies Act, 2013 ("Act") and other applicable regulations/ provisions in this regard. The aforesaid Sub-division of equity shares of face value of Rs. 10/- each requires amendment to the existing Clause V 'Capital Clause' of the Memorandum of Association of the Company as set out in Item no. 2, of this Notice. A draft copy of the revised MOA of the Company (with proposed changes) is available for inspection by the Members upto the last date of remote evoting. Accordingly, the Clause V of the Memorandum of Association of the Company will be altered as follows:

V. The Authorised Share Capital of the Company is Rs. 30,00,00,000/- (Rupees Thirty Crore Only) divided into 15,00,00,000 (Fifteen Crore) Equity Shares of face value of Rs. 2/- (Rupees Two Only) each.

Approval of the members of the Company by way of ordinary resolution is required for the aforesaid subdivision of shares and amendment in Clause V of the Memorandum of Association of the Company.

None of the Directors/Key Managerial Personnel of the Company/ their relatives is/ are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 1 and 2 of this Notice except to the extent of their respective shareholding entitlements in the Company, if any. The Board of Directors recommends the resolutions as set out in Item No. 1 and 2 of this notice to be passed as Ordinary Resolution.

By Order of the Board For Manorama Industries Limited

Sd/- Divya Jajoo Company Secretary Membership No: A40584

Date: January 15, 2024 Place: Raipur

AI assistant

Manorama Industries Limited Proxy Solicitation & Information Statement 2024

59047_rns_2024-01-15_31d85c45-3662-4c15-846f-e9dddc84ca84.pdf

January 15,2024

Sub: Notice of Postal Ballot- Intimation under Regulation 30 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015

For Manorama Industries Limited

PROPOSED CALENDAR EVENTS FOR PASSING OF RESOLUTIONS THROUGH POSTAL BALLOT

POSTAL BALLOT NOTICE

Dear Member(s),

SPECIAL BUSINESS:

ITEM NO. 1:

TO APPROVE THE SUB-DIVISION OF EXISTING 1 (ONE) EQUITY SHARE OF FACE VALUE OF RS. 10/- (RUPEES TEN ONLY) EACH FULLY PAID UP INTO 5 (FIVE) EQUITY SHARES OF FACE VALUE OF RS. 2/- (RUPEES TWO ONLY) EACH FULLY PAID UP

ITEM NO. 2:

TO APPROVE ALTERATION OF CAPITAL CLAUSE OF MEMORANDUM OF ASSOCIATION OF THE COMPANY:

V. The Authorised Share Capital of the Company is Rs. 30,00,00,000/- (Rupees Thirty Crore Only) divided into 15,00,00,000 (Fifteen Crore) Equity Shares of face value of Rs. 2/- (Rupees Two Only) each.

NOTES:

INFORMATION AND INSTRUCTIONS FOR E-VOTING

Login method for Individual shareholders holding securities in demat mode is given below:

1. Individual Shareholders holding securities in demat mode with NSDL

2. Individual Shareholders holding securities in demat mode with CDSL

CIN: L15142MH2005PLC243687 Registered office: Office No. 403, 4th Floor, MIDAS, Sahar Plaza, Andheri Kurla Road, Andheri (East) - Mumbai - 400059 Tel: 91-022-22622299 Fax: 91-0771-4056958

3. Individual Shareholders (holding securities in demat mode) login through their depository participants

Login method for Individual shareholders holding securities in physical form/Non-Individual Shareholders holding securities in demat form is given below:

Cast your vote electronically:

Guidelines for Institutional shareholders:

Helpdesk for Individual Shareholders holding securities in physical mode/ Institutional shareholders:

Helpdesk for Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in Physical mode has forgotten the password:

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

EXPLANATORY STATEMENTS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No.1 & 2:

V. The Authorised Share Capital of the Company is Rs. 30,00,00,000/- (Rupees Thirty Crore Only) divided into 15,00,00,000 (Fifteen Crore) Equity Shares of face value of Rs. 2/- (Rupees Two Only) each.

AI assistant

Manorama Industries Limited — Proxy Solicitation & Information Statement 2024

59047_rns_2024-01-15_31d85c45-3662-4c15-846f-e9dddc84ca84.pdf

January 15,2024

Sub: Notice of Postal Ballot- Intimation under Regulation 30 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015

For Manorama Industries Limited

PROPOSED CALENDAR EVENTS FOR PASSING OF RESOLUTIONS THROUGH POSTAL BALLOT

POSTAL BALLOT NOTICE

Dear Member(s),

SPECIAL BUSINESS:

ITEM NO. 1:

TO APPROVE THE SUB-DIVISION OF EXISTING 1 (ONE) EQUITY SHARE OF FACE VALUE OF RS. 10/- (RUPEES TEN ONLY) EACH FULLY PAID UP INTO 5 (FIVE) EQUITY SHARES OF FACE VALUE OF RS. 2/- (RUPEES TWO ONLY) EACH FULLY PAID UP

ITEM NO. 2:

TO APPROVE ALTERATION OF CAPITAL CLAUSE OF MEMORANDUM OF ASSOCIATION OF THE COMPANY:

V. The Authorised Share Capital of the Company is Rs. 30,00,00,000/- (Rupees Thirty Crore Only) divided into 15,00,00,000 (Fifteen Crore) Equity Shares of face value of Rs. 2/- (Rupees Two Only) each.

NOTES:

INFORMATION AND INSTRUCTIONS FOR E-VOTING

Login method for Individual shareholders holding securities in demat mode is given below:

1. Individual Shareholders holding securities in demat mode with NSDL

2. Individual Shareholders holding securities in demat mode with CDSL

CIN: L15142MH2005PLC243687 Registered office: Office No. 403, 4th Floor, MIDAS, Sahar Plaza, Andheri Kurla Road, Andheri (East) - Mumbai - 400059 Tel: 91-022-22622299 Fax: 91-0771-4056958

3. Individual Shareholders (holding securities in demat mode) login through their depository participants

Login method for Individual shareholders holding securities in physical form/Non-Individual Shareholders holding securities in demat form is given below:

Cast your vote electronically:

Guidelines for Institutional shareholders:

Helpdesk for Individual Shareholders holding securities in physical mode/ Institutional shareholders:

Helpdesk for Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in Physical mode has forgotten the password:

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

EXPLANATORY STATEMENTS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No.1 & 2:

V. The Authorised Share Capital of the Company is Rs. 30,00,00,000/- (Rupees Thirty Crore Only) divided into 15,00,00,000 (Fifteen Crore) Equity Shares of face value of Rs. 2/- (Rupees Two Only) each.

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Manorama Industries Limited Proxy Solicitation & Information Statement 2024