Magnum Ventures Ltd Directors Report

Dear Members,

Your directors have pleasure in presenting the 44^th Annual Report on business and operations along with Audited Annual Accounts for the financial year ended March 31, 2024. The financial highlights for the said financial year are given below:

FINANCIAL HIGHLIGHTS

Particulars	Financial Year ended March 31, 2024	Financial Year ended March 31, 2023
Total Income	46,234.80	46,549.88
Total Expenditure	45,753.87	43,882.63
Profit /(Loss) Before Tax	480.94	2,667.25
Effect of Extra Ordinary Item & Exceptional Items	(586.88)	(4,267.41)
Provision for tax	-	-
Current Tax	-	-
Deferred Tax	(1,402.46)	(151.45)
Earlier Year Tax	-	-
Profit/(Loss) After Tax	2,470.26	7,086.10
Paid-up Share Capital
Equity Shares	5,888.63	4,210.19
Preference Shares	1,277.50	2,050.00
Earnings Per Share - In H
Basis	5.04	18.78
Diluted	5.04	18.78

REVIEW OF OPERATIONS AND STATE OF COMPANY?S AFFAIR

Year in Retrospect

During the year under review, total income of the Company was RS 46,234.80/- Lakh as against RS 46,549.88/- Lakh in the previous year reflecting decline of 0.68%. During the current reporting period, the Company?s profit after tax isRS 2,470.26 Lakh.

Segments Paper Division

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

• Grey Board

• Newsprint

• Duplex Board

• N.S. Paper & Board

• Kraft Paper & Board

The Detail of Paper manufacture and sale during the Fiscal year 2022-23 and 2023-24 are as under:

Particular	2023-24	2022-23
Production	81,034 MT	69,194 MT
Sale	81,842 MT	67,129 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 17^th 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, 2024.

DIVIDEND & RESERVES

Your directors do not recommend any dividend for the financial year ended March 31, 2024.

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 Company?s Articles of Association, Mr. Shiva Pravesh Chaturvedi (DIN: 06834388) Whole-time Director of the Company, who retires by rotation and being eligible, offers himself for re-appointment. Your directors recommend for his appointment/ re-appointment.

(ii) Appointment/Re-appointment/ResignationofIndependent Directors

Ms. Jyoti (DIN: 05348101) has been re-appointed as Independent Director of the Company for the second term of five years by the members in the Annual General Meeting held on September 20, 2023, pursuant to provisions of the Companies Act, 2013.

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

Mr. Pardeep Kumar Jain has been re-appointed as Managing Director of the Company for another term of five years, in the Annual General Meeting held on September 20, 2023, pursuant to provisions of the Companies Act, 2013.

There is no change in the Key Managerial Personnel of the Company during thefinancial . year 2023-24

(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 5^th February 2024 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 Company has issued of 90,59,433 equity shares of face value of RS 10 each ("Rights Equity Shares") for cash at a price of RS 54/- per equity share (Including a share premium of RS 44/- per equity share), aggregating upto RS 4,892.09 lakhs on a rights basis to the existing equity shareholders of the company in the ratio of two (02) rights equity share(s) for every eleven (11) fully paid-up equity share(s) held by the existing equity shareholders on the record date.

(ii) The Company has issued 15,000 (Fifteen 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 150,00,00,000 (Rupees One Hundred Fifty Crore Only).

(iii) The Company has repaid in full the loan including interest thereon (if any) to Alchemist Assets Reconstruction Company Limited amounting RS 136.48 Crores out of the proceeds of NCD Issuance of RS 150 Crores. This repayment is made in accordance with the objects of the NCD Issue.

After the closure of the financial year but before signing of this Report, the operations of Paper Mill have been shutdown for an estimated period of one month starting from 8^th 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 22^nd July, 2024.

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 31^st March 2024 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 requirements 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 annual remuneration 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 inter-disciplinary 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 31^st March 2024 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 31^st March 2024 comprises of the following Directors:

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

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

3. Ms. Aanchal 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 provision of CSR was applicable to the Company for the financial year 2023-24. The CSR Policy can be accessed on the

Company website at www.magnumventures.in and the annual report on CSR activities for the year 2023-24 in the format as prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed as Annexure III to this Report.

MEETINGS OF THE BOARD

The Board of Directors met nine times on 10^th April, 2023, 29^th May, 2023, 11^th August, 2023, 21^st August, 2023, 13^th October, 2023, 10^th November, 2023, 12^th December, 2023, 18^th January, 2024 and 5^th

February 2024 during the financial year 2023-24.

Further, the Company had a meeting of Independent Directors dated 5^th February, 2024.

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 arm?s 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 Company?s 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 as Annexure 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 Company?s website www. magnumventures.in. The factors that affect the Company?s 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 2024-25.

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, 2024, the compliance status is provided in the Corporate Governance section of the Annual Certificateissued Report. A 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, 2023 to March 31, 2024 is annexed in Annexure V.

AUDITORS AND AUDITORS? REPORT

Statutory Auditors

The term of M/s. Aggarwal & Rampal, Chartered Accountants, (FRN: 003072N) expired in the last Annual General Meeting held on 20^th September, 2023, and M/s Sahni Bansal & Associates, Chartered Accountants (Firm Registration Number: 514470C), were appointed as the Statutory Auditors of the Company for five years to hold office from the conclusion of the AGM held in the year 2023 till the AGM to be held in the year 2028.

Due to the medical grounds of CA Pardeep Surrinder Sahni & CA Gaurav Ahuja who were looking after statutory audit, they are not in position to conduct audit, hence M/s Sahni Bansal & Associates, Chartered Accountants were resigned vide their Resignation Letter dated 12^th August 2024, hence to fill up the casual vacancy the Audit Committee and the Board has recommended the appointment of M/s. Manish Pandey and Associates, Chartered Accountants as the Statutory Auditors of the Company for five years to hold office from the conclusion of the ensuing AGM of the year 2024 till the AGM to be held in the year 2029.

The notes on financial statements referred to in the Auditor?s report are self-explanatory and do not call for any further comments.

The Key audit matters/ Emphasis of Matters/ qualification/ reservation/ adverse in the Auditor?s 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 15000 lacs on private placement basis.

Directors? Reply: The key audit matters is self- explanatory and does not required further director?s comments.

Emphasis of Matter: a) Balance of Debtors, Creditors & Advances as on March

31, 2024 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 being a technical matter we are unable to comment 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.

That?s why the Company has filled the recovery suites forRS 3 Crores with interest in the High Court of Delhi vide case no. CS(COMM) 522/2024 the matter is sub judice.

d) The Hon?ble 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 15H A & 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 Hon?ble Securities Appellate Tribunal, Mumbai (‘Hon?ble SAT?), however Hon?ble 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 Hon?ble SAT and the matter was listed for May 21, 2024 wherein the matter has further being adjourned to July 19, 2024.

Directors? Reply:

Pursuant to Order of Securities Appellate Tribunal, the Company has already deposited the penalty amount. Further the Company along with other noticees have filed Application for Settlement under the SEBI (Settlement Proceedings) Regulation, 2018 before the Settlement Division of the Respondent-SEBI.

e) Trade Receivables amounts to RS 6490.60 lakhs, out of which trade receivables amounting to RS 46.45 lakhs are outstanding for more than six months, which are under litigation.

Directors? Reply: The Company through its management has an efficient recovery policy from its debtors through regular follow up. The total debtors as on March 31^st 2024 was RS 6490.60 lacs out of which RS 46.45 lacs is outstanding for more than six months, which is only 0.72% of the total debtors outstanding as on March 31^st 2024. Furthermore, the receivables that are under litigation will be resolved once the court issues its order.

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 efficiency,and operational 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 2023-24.

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 2023-24.

Particulars of Cost Auditors? are as follows:

Name of the Cost	V.K. Dube & Co., Cost
Auditor?s Firm	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 A S R & Co., Chartered Accountants were appointed as Internal Auditor of the Company for the financial year 2023-24.

However, they have resigned vide his letter dated 25^th June, 2024.

They have done the internal audit for the financial year 2023-24 only.

Particulars of Internal Auditors? are as follows

Name of the Internal Auditor	M/s A S R & Co., Chartered Accountants
Address	3011, LGF, Sector-46, Gurugram
E-mail Id	Lalit.anand@asr-india.co.in

After closure of the reporting financial year but before signing this report, the Board has appointed M/s GMB & Associates, (Chartered Accountants) for the period starting from 1^st April 2024 to 31^st March 2025, in the board meeting held on 7^th August, 2024.

Particulars of Internal Auditors are as follows

Name of the	M/s GMB & Associates, Chartered
Internal Auditor	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 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith marked as Annexure VI to this Report.

Particulars of Secretarial Auditors? are as follows:

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

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

1. Balance of Debtors, Creditors & Advances as on 31 March 2024 are subject to confirmation and reconciliation consequential effect (if any) on the financial statements 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.

2. Trade receivables amount to RS 6490.60 lakhs, out of which trade receivables amounting to RS 46.45 lakhs are outstanding for more than six months, which are under litigation.

Directors? Reply: The Company through its management has an efficient recovery policy from its debtors through regular follow up. The total debtors as on March 31^st 2024 was RS 6490.60 lacs out of which RS 46.45 lacs is outstanding for more than six months, which is only 0.72% of the total debtors outstanding as on March 31^st 2024. Furthermore, the receivables that are under litigation will be resolved once the court issues its order.

3. The Company has an internal financial controls system over financial reporting however it is needed to be further strengthen to commensurate with the size of the Company and nature of its 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.

4. During the period under review, the Company has delayed in filing of e-Form MGT-14 for holding Extra-ordinary General Meetings dated 08 November 2023 and 24 January 2024 through Video Conferencing, and e-Form MGT-7 for the financial year 2022-23, with the Registrar of Companies, NCT of Delhi and Haryana.

However, the management informed and clarified us that e-Form MGT-7 was delayed due to technical issue on MCA portal.

Directors? Reply: The company has delayed the same due to some technical glitch on MCA Portal, one the same was resolved the Company has duly filed the said forms with additional fees.

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 Secretaries and filed within the stipulated time.

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, 2024, 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 affairs of the Company at the end of March

31, 2024 and of the profit and loss of the Company for that period;

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance 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:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company?s operations in future.

However, The Hon?ble 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 15H A & 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.

Subsequent to the said order, the Company has appealed before the Hon?ble Securities Appellate Tribunal, Mumbai (‘Hon?ble SAT?), however Hon?ble SAT vide its order dated July 13, 2023 directed the Company to deposit the penalty amount which shall be subject to the result of the appeal.

The company had duly deposited the penalty amount in compliance to the order of Hon?ble SAT.

Further, the Company along with other noticees have filed Application for Settlement under the SEBI (Settlement Proceedings) Regulation, 2018 before the Settlement Division of the Respondent-SEBI in this matter.

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 Company?s 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 2023-24, no complaints were received by the Company related to sexual harassment and no complaints were pending at the end of the reporting period.

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 Company?s 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 shares of the Company are listed on the BSE Limited (BSE Scrip Code: 532896) and National Stock Exchange (NSE Symbol: MAGNUM).

The listing fee for the financial year 2024-25 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 2023-24.

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 worker?s 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 2023-24 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 85,50,00,000/- (Rupees Eighty-Five Crores Fifty Lakhs Only) divided into 5,55,00,000 (Five Crores Fifty-Five Lakhs) 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 97,82,50,000/- (Rupees Ninety-Seven Crores Eighty -Two Lakhs Fifty Thousand Only) divided into 6,78,25,000 (Six Crores Seventy-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 in the Annual General Meeting held on 20^th September, 2023.

Further, Company has increased its Authorised Share Capital from RS 97,82,50,000/- (Rupees Ninety-Seven Crores Eighty -Two Lakhs Fifty Thousand Only) divided into 6,78,25,000 (Six Crores Seventy-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 1,07,82,50,000/- (Rupees One-Hundred and Seven Crores Eighty -Two Lakhs Fifty Thousand Only) divided into 7,78,25,000 (Seven Crores Seventy-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 in the Extra-Ordinary General meeting held on 8^th November, 2023.

Also, Company has increased its Authorised Share Capital from RS 1,07,82,50,000/- (Rupees One-Hundred and Seven Crores Eighty -Two Lakhs Fifty Thousand Only) divided into 7,78,25,000 (Seven Crores Seventy-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 1,12,82,50,000/- (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 in the Extra-Ordinary General meeting held on 24^th January, 2024.

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

The Company has issued and allotted 1,23,25,000 warrants convertible into equity shares on preferential basis to the promoters/ promoter group/ non-promoter of the Company in the 43^rd Annual General Meeting held on 20^th September, 2023.

(iii) Issuance of Equity Shares upon conversion of Warrants

The Company issued and allotted 57,25,000 equity shares pursuant to conversion of 57,25,000 warrants in the board meeting held on 10^th April, 2023. Further, the Company issued and allotted 20,00,000 equity shares pursuant to conversion of 20,00,000 warrants in the board meeting held on 18^th January, 2024.

(iv) Issuance of Equity Shares upon Rights Issue basis

The Company has issued of 90,59,433 equity shares of face value of RS 10 each ("Rights Equity Shares") for cash at a price of RS 54/- per equity share (Including a share premium of RS 44/- per equity share), aggregating upto RS 4,892.09 lakhs on a rights basis to the existing equity shareholders of the company in the ratio of two (02) rights equity share(s) for every eleven (11) fully paid-up equity share(s) held by the existing equity shareholders on the record date. The allotment of the said shares was made on 1^st March 2024.

(v) Redemption of Preference Shares

The Company has redeemed 5,72,500 and 2,00,000 Unlisted Zero Percent Coupon Rate, Non-Convertible, Non-Cumulative Redeemable Preference Share of RS 100/- each on 10^th April, 2023 and 5^th February, 2024 respectively pursuant to the terms attached to such shares.

CAPITAL STRUCTURE AS ON 31ST MARCH 2024:

S. No. Particulars	No. of Shares	Face Value per share	Amount
1. Authorised Share Capital
Equity	8,28,25,000	RS 10/-	RS 82,82,50,000
Preference	30,00,000	RS 100/-	RS 30,00,00,000
2. Issued, paid up and subscribed Share Capital
Equity	5,88,86,317	RS 10/-	RS 58,88,63,170/-
Preference	12,77,500	RS 100/-	RS 12,77,50,000/-

RECEIPT OF AMOUNT FROM DIRECTORS:

During the financial year 2023-24, 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 3,16,37,577/-
2. Mr. Pardeep Kumar Jain	INR 21,35,00,000/-

UTILIZATION OF FUNDS RAISED

During the financial year 2023-24, 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. 48,92,09,382 THROUGH RIGHTS ISSUE OF EQUITY SHARES

S. No. Funds Utilized during the FY 2023-24	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 6,14,71,000
2. Issue related expenses	RS 2,75,39,000
3. General Corporate Purposes	RS 5,95,00,000

FUNDS RAISED AMOUNTING RS. 12,35,58,125 (BEING 25%) THROUGH ISSUE OF 1,23,25,000 WARRANTS ON PRIVATE PLACEMENT BASIS

S. No. Funds Utilized during the FY 2023-24	Amount
1. Repayment of all or a portion of certain outstanding borrowings including interest thereon availed by Company	RS 12,13,67,577
2. Redemption of Redeemable, Non-Convertible and Non-Cumulative Preference Shares issued by the Company	Nil
3. Capital expenditure towards tangible and intangible assets	RS 17,00,000
4. Working Capital purposes	Nil
5. General corporate purposes	RS 4,90,548

FUNDS RAISED AMOUNTING RS. 10,73,43,750 (BEING 75%) THROUGH CONVERSION OF 57,25,000 WARRANTS (ISSUED ON PRIVATE PLACEMENT BASIS) INTO EQUITY SHARES

S. No. Funds Utilized during the FY 2023-24	Amount
1. Repayment of all or a portion of certain outstanding borrowings including interest thereon availed by Company	RS 5,00,93,750
2. Redemption of Redeemable, Non-Convertible and Non-Cumulative Preference Shares issued by the Company	RS 5,72,50,000
3. Capital expenditure towards tangible and intangible assets	Nil
4. General corporate purposes	Nil

FUNDS RAISED AMOUNTING RS. 6,01,50,000 (BEING 75%) THROUGH CONVERSION OF 20,00,000 WARRANTS (ISSUED ON PRIVATE PLACEMENT BASIS) INTO EQUITY SHARES

S. No. Funds Utilized during the FY 2023-24	Amount
1. Repayment of all or a portion of certain outstanding borrowings including interest thereon availed by Company	RS 4,01,50,000
2. Redemption of Redeemable, Non-Convertible and Non-Cumulative Preference Shares issued by the Company	RS 2,00,00,000
3. Capital expenditure towards tangible and intangible assets	Nil
4. Working Capital purposes	Nil
5. General corporate purposes	Nil

FUNDS RAISED AMOUNTING RS. 150,00,00,000 THROUGH ISSUANCE OF 15,000 18% LISTED, SECURED, RATED, REDEEMABLE, TAXABLE NON-CONVERTIBLE DEBENTURES ON PRIVATE PLACEMENT BASIS

S. No. Funds Utilized during the FY 2023-24	Amount
1. Repayment of outstanding borrowings including interest thereon due towards Alchemist Assets Reconstruction Company Limited	RS 136.48 Crores
2. Transaction expenses and working capital	RS 13.52 Crores

CREDIT RATING

Acuit? Ratings & Research Limited vide their press release dated 23^rd January 2024 has assigned its long term rating of ‘Provisional ACUITE C? (read as Provisional ACUITE C) on the RS 155.00 Cr. proposed Non-Convertible Debentures of Magnum Ventures Limited.

Later Acuit? Ratings & Research Limited vide their press release dated 30^th May 2024 has converted and assigned its long term rating of ‘ACUITE C? (read as ACUITE C) from ‘Provisional ACUITE C? (read as Provisional Acuite C) 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.