Magnum Ventures Ltd Directors Report

Dear Members,

Your directors have pleasure in presenting the 45th Annual Report on business and operations along with Audited Annual  Accounts for the financial year ended March 31, 2025. The financial highlights for the said financial year are given below:

FINANCIAL HIGHLIGHTS

Amount in Lacs

Particulars	Financial Year ended March 31, 2025	Financial Year ended March 31, 2024
Total Income	39,725.55	46,234.80
Total Expenditure	39,668.90	45,753.87
Profit /(Loss) Before Tax	56.66	480.92
Effect of Extra Ordinary Item & Exceptional Items	68.18	(586.88)
Provision for tax	-	-
Current Tax	-	-
Deferred Tax	(961.11)	(1,402.46)
Earlier Year Tax	-	-
Profit/(Loss) After Tax	949.58	2,470.26
Paid-up Share Capital
Equity Shares	6641.13	5,888.63
Preference Shares	525.00	1,277.50
Earnings Per Share - In Rs.
Basis	1.45	5.04
Diluted	1.45	5.04

REVIEW OF OPERATIONS AND STATE OF COMPANYS AFFAIR Year in Retrospect

During the year under review, total income of the Company was Rs. 39,725.55/- Lakh as against Rs. 46,234.80/- Lakh in the previous year reflecting decline of 14%. During the current reporting period, the Companys profit after tax is Rs. 949.58 Lakh.

Segments Paper Division

We are pleased to inform to our stakeholders that, at present, the Company is manufacturing the following Products:

Grey Board
\u2022 Newsprint
Duplex Board
N.S. Paper & Board
Kraft Paper & Board

The Detail of Paper manufacture and sale during the Fiscal year 2023-24 and 2024-25 are as under:

Particular	2024-25	2023-24
Production	81,443 MT	81,034 MT
Sale	72,223 MT	81,842 MT

Hotel Division

The Company owns a hotel unit in the name of Country Inn & Suites by Radisson, Sahibabad. It is the first eco-friendly concept based five-star vegetarian hotel in Delhi NCR, the second largest in the world under the brand of Country Inn & Suites.

The Hotel Division started its operation w. e. f. 15-02-2009 under the Brand "Country Inn & Suites by Carlson". The brand owner Country Rezidor Hotel Group has globally changed the name of the hotels to Country Inn & Suites by Radisson and accordingly your Company has changed name of its hotel to "Country Inn & Suites by Radisson" with effect from 17th January 2018. The change in name is done globally as a strategy to allow the brand and the individual hotels to leverage the global recognition and strength of the Radisson brand.

Change in the nature of business

There was no change in the nature of the business of the Company during the financial year ended on March 31, 2025.

DIVIDEND & RESERVES

Your directors do not recommend any dividend for the financial year ended March 31, 2025.

Details of the amount which the Company carries to reserves are provided in Note No. 12 to the Financial Statements.

DIRECTORS AND KMPs

None of the Directors of your Company is disqualified as per provision of section 164(1) & (2) of Companies Act, 2013 and rules made thereunder. Your directors have made necessary disclosures as required under various provisions of the Companies Act, 2013.

(i) Retirement By Rotation:

In accordance with the provisions of section 152 (6) of the Companies Act, 2013 and the Companys Articles of Association, Mr. Parveen Jain (DIN: 00423833) Director of the Company, who retires by rotation and being eligible, offers himself for re-appointment. Your directors recommend forhis appointment/ re-appointment.

(ii) Appointment/Re-appointment/ Resignation of Independent Directors

There is no change in the Independent Directors of the Company during the financial year 2024-25.

(iii) Appointment/ Resignation of Director and Key Managerial Personnel

There is no change in the Directors and Key Managerial Personnel of the Company during the financial year 2024-25.

(iv) Declaration by Independent Directors

The Independent Directors have given their respective declarations to the Board confirming that they meet the criteria of Independence to be appointed as Independent Director under the provisions of the Companies Act, 2013 and as per SEBI (LODR) Regulations, 2015.

(v) Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors which include criteria for performance evaluation of the Non-Executive Directors and Executive Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Securities & Exchange Board of India (SEBI) under SEBI (LODR) Regulations, 2015. The Company has devised an evaluation matrix for the performance evaluation and collates the evaluation results internally.

A meeting of Independent Director was held on 13th February 2025 without the attendance of other directors (Non-Independent) to review the performance of Non-Independent Directors, the Board as a Whole, Chairman of the Company/ Meetings, to assess the flow of information between Company Management and the Board. It was noted that the Board is broad based, information is timely provided, decisions are taken after due deliberations, Board members are encouraged by the Chairman to participate and offer their independent advise based on their experience and act in the best interest of the company and its stakeholders. The Board is of the opinion that the independent directors appointed during the year holds adequate integrity, expertise and experience (including the proficiency).

MATERIAL CHANGES

During the financial year, the following material changes were reported:

(i) The operations of Paper Mill have been shut-down for an estimated period of one month starting from 8th June 2024, for the purpose of repair, restoration, upgradation, modification of existing machineries, annual maintenance of Paper Unit to improve the quality and quantity of the product. Thereafter our Paper Unit (Paper Mill) has resumed operations effective from 22nd July, 2024.

(ii) The Company has issued 3,000 (Three Thousand) listed, secured, rated, redeemable, taxable, non-convertible debentures of face value of Rs. 1,00,000/- (Rupees One Lakhs Only) each on private placement basis for cash at par, aggregating to Rs. 30,00,00,000 (Rupees Thirty Crore Only). The issuance was made in two tranches of 1,500 debentures each.

(iii) During the year under review, the Deputy Commissioner of Income Tax, Central Circle 15, New Delhi passed assessment orders under Section 147 read with Section 143(3) of the Income Tax Act, 1961 for the Assessment Years (AY) 2018 19 to 2022 23, and an order under Section 143(3) for AY 2023 24. These orders allege unexplained expenditure under Section 69C of the Income Tax Act, 1961 and raised demands under Section 156 of the Act, as detailed below: AY 2018-19: Rs. 1,83,38,293/-AY 2019-20: Rs. 7,25,54,526/-AY 2020-21: Rs. 6,75,01,818/-AY 2021-22: Rs. 4,06,61,441/-AY 2022-23: Rs. 1,71,11,152/-. AY 2023-24: Rs. 3,40,21,325/-The Company has filed appeals before the appropriate appellate authorities against the above demands. As on the date of this Report, the matters are pending adjudication, and no final outcome has been received. After the closure of the financial year and up to the date of this Report, the Board of Directors has, in-principle, considered and approved a proposal for restructuring of the Company by way of demerger of its Paper Business into a separate company or through such other manner as may be advised, in the best interest of the Company, its shareholders, and other stakeholders.

The Board has further authorised the officials of a draft Scheme of Arrangement along with other related documents, which shall be placed before the Board for its consideration and approval in the forthcoming meetings.

PUBLIC DEPOSITS

The Company has not accepted, renewed, and repaid any deposit from the public during the period under review. Details relating to unpaid or unclaimed deposits or default in repayment of deposit as on 31st March 2025 as covered under Chapter V of the Act are as follows:

1. Accepted during the year	NIL
2. Remained unpaid or unclaimed as at the end of the year	NIL
3. Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-	NIL
4. At the beginning of the year	NIL
5. Maximum during the year	NIL
6 At the end of the year	NIL
7 Details of deposits which are not in compliance with the requir ements of Chapter V of the Act	NIL

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

Information required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, with respect to conservation of energy, technology absorption and foreign exchange earnings/ outgo is included in Annexure I to this Report.

PARTICULARS OF EMPLOYEES

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act 2013, read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure II to this Report.

The Company does not have any employees who was: i. employed throughout the financial year and in receipt of annualremuneration of Rs.1.02 Crore or more; ii. employed for part of the year and in receipt of monthly remuneration of Rs. 8.5 Lakh or more ;

HUMAN RESOURCE DEVELOPMENT

The Company has been successful in building a performance-oriented culture with high levels of engagement and empowerment in an environment of teamwork. The focus has been on creating reserves through cross functional and interdisciplinary exposure at all levels to ensure redundancy and robustness in the organization. The morale of the team is at a high level.

VIGIL MECHANISM

A vigil mechanism of the Company which also includes a Whistle Blower Policy pursuant to Section 177(9) & 10 of Companies Act, 2013, has been established and can be accessed on the Company website at www.magnumventures.in.

AUDIT COMMITTEE

The Audit Committee as on 31st March 2025 comprises of the following Directors:

1. Ms. Aanchal Jain, Independent Director (Chairman);

2. Ms. Jyoti Bansal, Independent Director (Member);

3. Mr. Parveen Jain, Non-executive Director (Member)

4. Ms. Shalini Rahul, Independent Director (Member)

All the recommendations made by the Audit Committee were accepted by the Board. Further, details such as constitution and meetings, held during the financial year, etc. of audit committee are included in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee as on 31st March 2025 comprises of the following Directors:

1. Ms. Jyoti, Independent Director (Chairman);

2. Ms. Jyoti Bansal, Independent Director (Member);

3. Ms. A anchal Jain, Independent Director (Member);

4. Mr. Parveen Jain, Non-executive Director (Member)

All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board. Further, details such as constitution and meetings held during the financial year, etc. are included in the Corporate Governance Report.

The Nomination and Remuneration Policy has also been framed by the Nomination and Remuneration Committee including criteria for determining qualifications, positive attributes, independence of a director and can be accessed on the Company website at www.magnumventures.in.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee as on date comprises of the following Directors:

1. Ms. Jyoti Bansal, Independent Director (Chairman);

2. Ms. Jyoti, Independent Director (Member);

3. Mr. Parveen Jain, Non-executive Director (Member)

All the recommendations made by the Stakeholders Relationship Committee were accepted by the Board. Further, details such as constitution and meetings held during the financial year, etc. are included in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions relating to Corporate Social Responsibility (CSR) were not applicable to the Company during the financial year 2024-25. However, the Company has already formulated a CSR Policy in earlier years, which is available on the Companys website at www.magnumventures.in Further, the Annual Report on CSR activities for the financial year 2024-25, in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, forms part of this Report as Annexure III.

The Company affirms that all necessary compliances in relation CSR, as and when applicable, will be duly adhered to .

MEETINGS OF THE BOARD

The Board of Directors met seven times on 22nd April, 2024, 27th May, 2024, 13th July 2024, 7th August, 2024, 29th August, 2024, 13th November, 2024, and 13th February 2025 during the financial year 2024-25. Further, the Company had a meeting of Independent Directors dated 13th February, 2025.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

No disclosure or reporting is required in respect of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 as there was no such transaction during the reporting period.

RELATED PARTY TRANSACTIONS

All Related Party Transactions entered into during the financial year were on the arms length and in the ordinary course of business. All Related Party Transactions were placed before the Audit Committee of the Board for their approval. The Company has formulated a policy on materiality of Related Party Transactions and on dealing with Related Party Transactions. The policy is available on the Companys website www.magnumventures.in. The current and the future transactions will be deemed to be material in nature as defined in Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations, 2015"). All related party transactions and subsequent material modifications shall require prior approval of the audit committee as per Regulation 23 of the SEBI (LODR) Regulations, 2015 and all material related party transaction shall require approval of shareholders through resolution and the related party shall abstain from voting on such resolution whether the Company is a related party to the particular transaction or not.

The related party transaction, referred to Section 188(1) of the Companies Act, 2013, entered and continued during the financial year are attached herewith in Form AOC-2 asAnnexure IV to this Report.

RISK MANAGEMENT

Your Company has established the Risk Management System to mitigate the risk faced by the Company in the ordinary course of business. The Company has also formulated a Risk Management Policy which is available on the Companys website www.magnumventures.in. The factors that affect the Companys profitability and operations are regularly monitored and offers/proposals submitted by the Company to its customers are modified accordingly. In the opinion of the Board, there is no risk which may threaten the existence of the Company.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to financial statements. Please refer to the report on Internal Financial control, which forms the part of Auditors Report in Annexure B.

The Company is taking steps to further strengthen the internal financial controls system in the financial year 2025-26.

CORPORATE GOVERNANCE

The Company is in compliance of all mandatory requirement of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments thereto (hereinafter referred to as SEBI Listing Regulations), with the Stock Exchanges. For the year ended March 31, 2025, the compliance status is provided in the Corporate GovernancesectionoftheAnnualReport.ACertificateissued by CS Vijay Kumar Sharma, Partner of Munish K

Sharma & Associates LLP, Company Secretaries confirming compliance of the conditions of Corporate Governance stipulated in Regulations 17 to 20, 22, 23, 25, 26, 27 and clauses (b) to (g), (i) of sub-regulation (2) of Regulation 46 and para C, D & E of Schedule V of Regulation34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Regulations") for the period April 1, 2024 to March 31, 2025 is annexed in Annexure V.

AUDITORS AND AUDITORS REPORT Statutory Auditors

M/s. Sahni Bansal & Associates, Chartered Accountants, resigned from the office of Statutory Auditors of the Company vide their letter dated 12th August 2024, citing medical grounds of CA Pardeep Surrinder Sahni and CA Gaurav Ahuja, who were primarily responsible for conducting the statutory audit, hence to fill up the casual vacancy and based upon the recommendation of the Audit Committee and the approval of the Board and the shareholders, M/s. Manish Pandey and Associates, Chartered Accountants was appointed as the Statutory Auditors of the Company for five years from the conclusion of the AGM held in the year 2024 till the AGM to be held in the year 2029.

The notes on financialstatements referred to in the Auditors report are self-explanatory and do not call for any further comments. The Key audit matters/ Emphasis of Matters/ qualification/ reservation/ adverse in the Auditors Report and Directors response to the same is as follows:

Key Audit Matter a) We refer to the note number 13 of the financial statements, the company has issued listed, secured, redeemable, non-convertible debentures of Rs. 3000 lacs on private placement basis.

Directors Reply: The key audit matter is self- explanatory and does not required further directors comments.

Emphasis of Matter: a) Balance of Debtors, Creditors & Advances as at March 31, 2025 are subject to confirmation and reconciliation consequential effect (if any) on the financial statement remains unascertained.

Directors Reply: The company regularly reconciling its account with its debtors, creditors & advances and there is no deviation expected in the balances of debtors, creditors & advances. b) The inventory has been physically verified by the management and it upon the quantity, pricing and method being used for valuation of the inventory and have relied upon the value and quantity certified by the management.

Directors Reply: The Company do conduct Physical verification of inventory at regular intervals through actual counting, weighing and measuring all items of stock, recording the results and to ensure that the materials are according to the nomenclature, description, specification shown in the stock records and the actual balances of such stocks agree with balances. c) We have observed that the company has made deposits amounting to Rs. 300.00 lakhs with Bank of Baroda. The company has informed that such payment has been made to cover the expenses to be incurred by Bank of Baroda in order to withdraw the cases filed by them against the company at various forums.

Directors Reply: The Company has done OTS with Bank of Baroda, the Company paid OTS amount of Rs.27 Crores to Bank of Baroda, thereafter Bank of Baroda issued the NOC. After that Bank of Baroda has asked for Rs. 3 Crores for the reconciliation of account and said it will be refunded after reconciliation. Now reconciliation has been done but Bank of Baroda is not returning the additional deposited amount of Rs.3 Crores.

Thats why the Company has filled the recovery suites for Rs.3 Crores with interest in the High Court of Delhi vide case no. CS(COMM) 522/2024 the matter is sub judice. The matter is listed for October 17, 2025. d) The Honble Executive Director (ED) of SEBI has passed an order dated May 31, 2023 (bearing No. QJA/SP/CFID/FID-SEC4/26875/2023-24) in the matter of M/s Magnum Ventures Limited and imposed penalty under section 15HA & 15HB of the SEBI Act, 1992 amounting to Rs. 12,00,000 on the company and collectively a penalty of Rs. 54,00,000 on directors and KMPs of the Company and restrained them from accessing the securities market and further prohibited from buying, selling or dealing in securities, either directly or indirectly, in any manner whatsoever, for a period of one year from the date of this Order. The provision of Rs. 12,00,000 has been made in the books of accounts. Subsequent to the said order, the Company has appealed before the Honble Securities Appellate Tribunal, Mumbai (Honble SAT), however Honble SAT vide its order dated July 13, 2023 did not provide any interim relief to the company and directed the Company to deposit the penalty amount which shall be subject to the result of the appeal. We observe that the company had duly deposited the penalty amount in compliance to the order of Honble SAT and the matter was listed for April 7, 2025 wherein the matter has further being adjourned to July 21, 2025. Directors Reply: Pursuant to Order of Securities Appellate Tribunal, the Company has already deposited the penalty amount. The matter was listed before Honble SAT on July 21, 2025, and was subsequently adjourned to September 22, 2025 for further proceedings.

e) Trade Receivables amounts to Rs. 5892.28 lakhs, out of which trade receivables amounting to Rs. 919.29 lakhs are outstanding for more than six months. The trade receivable of Rs. 46.04 lakhs are outstanding for more than six months, which are under litigation.

Directors Reply: The Company, through its management, follows an effectiverecovery policy and is continuously pursuing recoveries from its debtors through regular follow-ups. The receivables that are under litigation are sub judice and will be resolved upon the final order of the Honble Court.

Others:

In our opinion and according to the information and explanations given to us, the Company has an internal financial controls system over financial reporting. However it is needed to be further strengthened to commensurate with the size of the company and nature of the business.

Directors Reply: The primary purpose of internal controls system is to help safeguard an organization and further its objectives. Internal controls function to minimize risks and protect assets, ensure accuracy of records, promote operational efficiency, and encourage adherence to policies, rules, regulations, and laws. To achieve, the management have efficient internal control system. The company and management keep on strengthen internal control system and procedures on regular basis.

COST AUDITORS

Rule 3 and 4 of the Companies (Cost Records and Audit) Amendment Rules, 2014 mandates Paper Industry to get the audit of its cost records after a prescribed turnover of the product and the Company is required to get its cost record audited for the financial year 2024-25. M/s V.K. Dube & Co., Cost Accountants, were appointed as Cost Auditors of the Company to audit the cost records of the Company for the financial year 2024-25.

Particulars of Cost Auditors are as follows:

Name of the Cost Auditor\u2019s Firm	V.K. Dube & Co., Cost Accountants
Membership Number of Cost Auditor	000343
Address:	R-8/90, Raj Nagar, Ghaziabad, Uttar Pradesh 201002
E-mail id	vkdubeco@gmail.com

INTERNAL AUDITOR

M/s. GMB & Associates, Chartered Accountants, were appointed as the Internal Auditors of the Company for the financial year 2024-25 in the Board Meeting held on 7th August 2024. They have conducted the internal audit for the said financial year.

Further, the Board, in its meeting held on 13th August 2025, re-appointed M/s. GMB & Associates, Chartered Accountants, as the Internal Auditors of the Company for the period from 1st April 2025 to 31st March 2026.

Particulars of Internal Auditors are as follows

Name of the Internal Auditor	M/s GMB & Associates, Chartered Accountants
Address	D-25, First Floor, Vikas Marg, Metro Pillar No. 34, Laxmi
	Nagar, Delhi 110092
E-mail Id	vijaygauravfca@gmail.com

SECRETARIAL AUDITOR

The Board has appointed M/s. Munish K Sharma & Associates LLP, Company Secretaries, to conduct the Secretarial Audit of the Company for financial year 2024-25. The Secretarial Audit Report for the financial year ended March 31, 2025 is herewith marked as Annexure VI to this Report.

Further, the Board, in its meeting held on 13th August 2025, re-appointed M/s. Munish K Sharma & Associates LLP, as the Secretarial Auditors of the Company for term of five consecutive years commencing from financial year 2025-26 till financial year 2029-30, subject to the approval of shareholders in the ensuing Annual General Meeting.

Particulars of Internal Auditors are as follows

Name of the Secretarial Auditor\u2019s Firm	M/s Munish K Sharma & Associates LLP, Company Secretaries
Name & Membership Number of Secretarial Auditor	Mr. Vijay Kumar Sharma, F-9924
Address:	AAF-14, Shipra Krishna Azure, Kaushambi, Ghaziabad, U.P.- 201010
E-mail id	munish_171@yahoo.com

The Secretarial Auditors report is self-explanatory and do not call for any further comments except for the following observations:

1. The balances of debtors, creditors, and advances as confirmation 31 March 2025 are subject to and reconciliation. Any consequential impact on the financial statements, if applicable, has not yet been determined. Directors Reply: The company regularly reconciling its account with its debtors, creditors & advances and there is no deviation expected in the balances of debtors, creditors & advances.

2. Trade receivables amount to Rs. 5,892.28/- Lakhs as on 31 March 2025, out of which Rs. 919.29 Lakhs have been outstanding for more than six months. The trade receivables of Rs. 46.04/- Lakhs have been outstanding for more than six months and are currently under litigation.

Directors Reply: The Company, through its management, follows an effective recovery policy and is continuously pursuing recoveries from its debtors through regular follow-ups. The receivables that are under litigation are sub judice and will be resolved upon the final order of the Honble Court.

3. The Company has some identified enterprises that have supplied goods and services qualifying as micro and small enterprises under the Micro, Small and Medium Enterprises Development Act, 2006. The disclosure of amounts payable to such enterprises as on 31 March 2025 is based on information available with the Company. Interest amounting to Rs. 13,28,786/- has been computed in respect of delayed payments. The internal control system related to the grant of advances and ensuring timely payments to MSME parties within the stipulated 45 days requires strengthening. Directors Reply: The Company has obtained declarations from its MSME vendors wherein they have provided an unconditional waiver of their right to claim interest on delayed payments. Based on these declarations, the Company has reversed the interest charged on delayed payments to MSME parties during Quarter 4 of the financial year 2024-25.

4. The Companys promoters and promoter group members acquired 75,25,000 equity shares upon conversion of warrants, increasing promoter shareholding by 5.5%. This exceeded the 5% threshold, triggering an open offer obligation under Regulation 3(2) of the SEBI (SAST) Regulations, 2011. Since no open offer was made, this resulted in non-compliance. The promoters have filed a suo-moto settlement application (Settlement application no. 8124-8127/2024) with SEBI on 14 October 2024, and no regulatory action has been initiated so far against the Company.

Directors Reply: Upon becoming aware of the oversight, the promoters have submitted the required disclosure under Regulation 29 of the SEBI SAST Regulations and proactively filed a settlement application under the SEBI (Settlement Proceedings) Regulations, 2018 with the Settlement Division of SEBI. As on the date of this Report, no action or penalty has been initiated or imposed by SEBI or any other regulatory authority in relation to this matter. The settlement application is presently under consideration by SEBI.

5. The Company undertook multiple share capital restructuring activities. In compliance with the Companies Act, 2013, it filed the necessary Form SH-7 (for redemption of preference shares) and Form PAS-3 (for return of allotment) for these events. However, while filing Form SH-7 for Redemption of Preference Shares, the Company faced a technical issue on MCA website. The existing capital structure auto-filled from the MCA database could not be edited. As a result, when the new capital structure was entered, it did not match the auto-filled data, leading to a validation failure with the system flagging the form as "calculatively incorrect." Directors Reply: The Company has been facing a persistent technical issue on the MCA V-3 portal while filing Form SH-7 for redemption of preference shares. Multiple complaints and representations have been lodged with the MCA helpdesk and relevant authorities, but the matter remains unresolved. Owing to this, the Company has not been able to file the said Form SH-7 despite its compliance readiness.

6. The listed entity has received a notice from BSE on 07 May 2024 for payment of SOP fine for violation of Regulation 31 of the SEBI (LODR) Regulation, 2015 for the period June 2020 of Rs. 2,000/- (Rupees Two Thousand Only). However, the listed entity has paid the same on 09 May 2024.

Directors Reply: The listed entity has paid the same.

7. the Honble Executive Director (ED) of SEBI has passed an Order No. QJA/SP/CFID/FID-SEC4/26875/2023-24 dated 31 May 2023 in the matter of the listed entity and imposed penalty under section 15HA and 15HB of the SEBI Act, 1992 amounting to Rs. 12,00,000/- on the listed entity and collectively a penalty of Rs. 54,00,000/- on the directors and KMPs of the listed entity and restrained them from accessing the securities market and further prohibited from buying, selling, or dealing in securities, either directly or indirectly, in any manner whatsoever, for a period of one year from the date of aforesaid order.

Subsequent to the aforesaid order, the listed entity has appealed before the Honble Securities Appellate Tribunal, Mumbai (Honble SAT), however Honble SAT vide its order dated 13 July 2023 did not provide any interim relief to the listed entity and directed the listed entity to deposit the penalty amount which shall be subject to the result of the appeal. We have observed that the listed entity had duly deposited the penalty amount in compliance to the order of Honble SAT and the matter has listed on 21 July 2025.

Directors Reply: Pursuant to Order of Securities Appellate Tribunal, the Company has already deposited the penalty amount. The matter was listed before Honble SAT on July 21, 2025, and was subsequently adjourned to September 22, 2025 for further proceedings.

ANNUAL SECRETARIAL COMPLIANCE REPORT

In compliance with SEBI circular dated February 8, 2019, bearing reference no. CIR/CFD/CMD1/27/2019, the Company has filed the Annual Secretarial Compliance Report for the year 2023-24 with the BSE Ltd. and National Stock Exchange of India Limited. The report was received from CS Vijay Kumar Sharma, Partner at M/s. Munish K Sharma & Associates LLP, Company

. Secretariesandfiled withinthestipulatedtime

DIRECTORS RESPONSIBILITY STATEMENT

In terms of the provisions of section 134(5) of the Companies Act, 2013, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors Report thereon, your Directors confirm that: a. in preparation of the annual accounts for the financial year ended March 31, 2025, the applicable Accounting Standards have been followed and there is no material departure from the same; b. 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 affairsof the Company at the end of March 31, 2025 and of the profit and loss of the Company for that period; c. the Directors had taken proper and sufficientcare for the maintenance of adequate with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the Directors had prepared the annual accounts on a going concern basis; e. the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f. that 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.

SIGNIFICANT & MATERIAL ORDERS: passed by the regulators or courts or tribunals impacting the going concern Therearenosignificant status and Companys operations in future.

However, during the year under review, the Deputy Commissioner of Income Tax, Central Circle 15, New Delhi passed assessment orders under Section 147 read with Section 143(3) of the Income Tax Act, 1961 for the Assessment Years (AY) 2018 19 to 2022 23, and an order under Section 143(3) for AY 2023 24. These orders allege unexplained expenditure under Section 69C of the Income Tax Act, 1961 and raised demands under Section 156 of the Act, as detailed below: AY 2018-19: Rs. 1,83,38,293/-AY 2019-20: Rs. 7,25,54,526/-AY 2020-21: Rs. 6,75,01,818/-AY 2021-22: Rs. 4,06,61,441/-

AY 2022-23: Rs. 1,71,11,152/-. AY 2023-24: Rs. 3,40,21,325/-

The Company has filed appeals before the appropriate appellate authorities against the above demands. As on the date of this Report, the matters are pending adjudication, and no final outcome has been received.

MAINTENANCE OF COST RECORDS

Your Company maintains cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the policy is available on the Companys website www.magnumventures.in. The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 During the year 2024-25, no complaints were received by the Company related to sexual harassment and no complaints were pending at the end of the reporting period.

1. Number of Complaints received	Nil
2. Number of Complaints disposed off	Nil
3. Number of pending beyond 90 days.	Nil

DISCLOSURES IN RELATION TO MATERNITY BENEFIT ACT, 1961 has complied with all applicable provisions of the Maternity Benefit Act, 1961 Itisherebyconfirmed during the financial year.

ANNUAL RETURN

Pursuant to the provisions of Section 134 of the Companies Act, 2013, Annual Return in Form MGT-7 shall be made available at the Companys website at www.magnumventures.in after filing with Registrar of Companies.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required in terms of the SEBI Listing Regulations, is annexed to this Report.

STOCK EXCHANGE LISTING

The Equity shares and Non-Convertible debentures of the Company are listed on the BSE Limited (BSE Scrip Code: 532896 and 975493) and National Stock Exchange (NSE Symbol: MAGNUM).

The listing fee for the financial year 2025-26 has already been paid to the BSE and National Stock Exchange.

COMPLIANCE ON SECRETARIAL STANDARDS

The provisions of the applicable Secretarial Standards have been duly complied with during the financial year 2024-25.

ENVIRONMENTAL PROTECTION, HEALTH AND SAFETY

During the year, the Company enhanced its efforts to address Health, Safety and Environment matters. The Safety & Health of employees and external stakeholders are embedded in the core organizational values of the Company. The Health & Safety Policy aims to ensure safety of public employees, plant & equipment, ensure compliance with all statutory rules and regulations, imparting training to its employees, carrying out safety audits of its facilities, and promoting eco - friendly activities. The Company continues to maintain good track record on safety. MVL also has a Committee for the safeguard of its workmen. This Committee meets at regular intervals to take measures for workers protection in order to make the Company a safe place to work.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB- SECTION (12) OF SECTION 143

As per the explanations given by the Auditors in their report no material fraud on or by the Company or any fraud in the Company by its officers or employees has been noticed or reported during the year.

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANIES DURING THE YEAR

No Company has become or ceased to be subsidiary/joint venture/associate company of the Company during the year under review.

CAPITAL STRUCTURE:

During the financial year 2024-25 the following changes took place in the share capital of the Company: (i) Increase in Authorised Share Capital

The Company has increased its Authorised Share Capital from Rs. 1,12,82,50,000/- (Rupees One-Hundred and Twelve Crores Eighty-Two Lakhs Fifty Thousand Only) divided into 8,28,25,000 (Eight Crores Twenty-Eight Lakhs Twenty-Five Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each and 30,00,000 (Thirty Lakhs) Preference Shares of Rs. 100/- (Rupees One Hundred) each to Rs. 1,14,32,50,000/- (Rupees One Hundred and Fourteen Crores Thirty -Two Lakhs Fifty Thousand Only) divided into 8,43,25,000 (Eight Crores Forty-Three Lakhs Twenty-Five Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each and 30,00,000 (Thirty Lakhs) Preference Shares of Rs. 100/- (Rupees One Hundred) each in the Extra-Ordinary General meeting held on 20th May, 2024.

(ii) Issuance of Warrants Convertible into Equity Share on preferential basis

The Company, pursuant to the approval of shareholders at the Extra-Ordinary General Meeting held on 20th May 2024, issued 75,00,000 warrants convertible into equity shares on a preferential basis to non-promoter category investors. The said warrants were duly allotted on 5th June 2024 in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (ICDR) Regulations, 2018.

(iii) Issuance of Equity Shares upon conversion of Warrants

The Company issued and allotted 75,25,000 equity shares pursuant to the conversion of an equal number of warrants in the meetings of the Allotment Committee held on 5th June 2024, 20th June 2024, 4th July 2024, and 12th July 2024. In each of the said meetings, 18,81,250 warrants were converted into 18,81,250 equity shares and duly allotted. (iv) Redemption of Preference Shares The Company has redeemed 7,52,500 Unlisted Zero Percent Coupon Rate, Non-Convertible, Non-Cumulative Redeemable Preference Share of Rs. 100/- each on 5th June, 2024, 20th June 2024, 5th July 2024 and 13th July, 2024 respectively pursuant to the terms attached to such shares. On each date, 1,88,125 Preference Share were redeemed.

CAPITAL STRUCTURE AS ON 31 ST MARCH 2025:

S. No. Particulars	No. of Shares	Face Value per share	Amount
1. Authorised Share Capital
Equity	8,43,25,000	Rs. 10/-	Rs. 84,32,50,000
Preference	30,00,000	Rs. 100/-	Rs. 30,00,00,000
2. Issued, paid up and subscribed Share Capital
Equity	6,64,11,317	Rs. 10/-	Rs. 66,41,13,170/-
Preference	5,25,000	Rs. 100/-	Rs. 5,25,00,000/-

RECEIPT OF AMOUNT FROM DIRECTORS:

During the financial year 2024-25, the Company has received following amounts from the Directors as referred in sub-clause (viii) of clause (c) of sub-rule (1) of Rule 2 of The Companies (Acceptance of Deposits) Rules, 2014 along with declarations thereof:

S. No. Name of Director	Amount Received by the Company
1. Mr. Abhay Jain	INR 3,08,89,000/-
2. Mr. Pardeep Kumar Jain	INR 10,59,35,300/-

UTILIZATION OF FUNDS RAISED

During the financial year 2024-25, the funds raised have been utilized as per the objects of the issue. The details of Funds utilization are as follows:

FUNDS RAISED AMOUNTING RS. 11,25,00,000 (BEING 25%) THROUGH ISSUE OF 75,00,000 WARRANTS ON PRIVATE PLACEMENT BASIS

S. Funds Utilized during the FY 2024-25	Amount
1. Capital expenditure towards tangible and intangible assets	Rs. 8,58,30,500
2. Renovation, renewal, repair, restoration, and upgrade of Hotel Unit and Paper Unit;	Rs. 2,62,74,700
3. General corporate purposes	Rs. 3,94,800

FUNDS RAISED AMOUNTING RS. 14,10,93,750 (BEING 75%) THROUGH CONVERSION OF 75,25,000 WARRANTS (ISSUED ON PRIVATE PLACEMENT BASIS) INTO EQUITY SHARES

S. No. Funds Utilized during the FY 2024-25	Amount
1. Repayment of all or a portion of certain outstanding borrowings including interest thereon availed by Company	Rs. 93,68,937
2. Redemption of Redeemable, Non-Convertible and Non-Cumulative Pr eference Shares issued by the Company	Rs. 7,52,50,000
3. Capital expenditure towards tangible and intangible assets	Rs. 3,90,81,500
4. General corporate purposes	Rs. 1,73,93,311

FUNDS RAISED AMOUNTING RS. 30,00,00,000 THROUGH ISSUANCE OF 3,000 18% LISTED, SECURED, RATED, REDEEMABLE, TAXABLE NON-CONVERTIBLE DEBENTURES ON PRIVATE PLACEMENT BASIS

S. No. Funds Utilized during the FY 2024-25	Amount
1. Capital Expenditure Requirements	Rs. 29,42,00,000
2. Transaction expenses	Rs. 58,00,000

FUNDS RAISED AMOUNTING RS. 48,92,09,382 THROUGH RIGHTS ISSUE OF EQUITY SHARES

S. No. Funds Utilized during the FY 2024-25	Amount
1. Funding purchase of new equipment and modification of existing machinery installed in the pulp section to rewinding section manufacturing unit to improve the quality and quantity of newsprint paper, kraft paper and cup stock natural shade paper	Rs. 21,75,25,382
2. Issue related expenses	Nil
3. General Corporate Purposes	Rs. 5,49,74,000

CREDIT RATING

Acuite Ratings & Research Limited vide their press release dated 13th December 2024 has assigned long term rating of ACUITE BB (Stable) on the Rs. 30.00 Cr. Non-Convertible Debentures of Magnum Ventures Limited and upgraded long term rating of ACUITE BB (Stable) on the Rs. 150.00 Cr. Non-Convertible Debentures of Magnum Ventures Limited.

ACKNOWLEDGEMENT

Your directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Bankers and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board
Magnum Ventures Limited
	Sd/-	Sd/-
	Pardeep Kumar Jain	Abhay Jain
	Managing Director	Managing Director
	DIN: 00024879	DIN: 01876385
Date: 13th August, 2025	Add: 113/3-4, Ansari Road,	Add: 113/3-4, Ansari Road,
Place: Ghaziabad	Darya Ganj, Delhi-110002	Darya Ganj, New Delhi -110002