Magnum Ventures Ltd Directors Report

Company: Magnum Ventures Limited

CIN: L21093DL1980PLC010492

Registered Office: Room No. 118, First Floor, MGM Commercial Complex, 4634/1, Plot No. 19, Ansari Road, Darya Ganj, New Delhi-110002

Phone: +91-11-42420015

Email: info@magnumventures.in

Website: www.magnumventures.in

Financial Highlights (Amount in Lakh except EPS):

Particulars	Standalone FY 2025-26	Standalone FY 2024-25	Consolidated FY 2025-26	Consolidated FY 2024-25
Total Income	46,679.64	39,725.55	46,679.59	39,725.55
Total Expenditure	48,274.17	39,668.90	48,274.64	39,668.90
Profit / (Loss) Before Tax	(1,594.57)	56.66	(1,595.05)	56.66
Effect of Extra Ordinary Item & Exceptional Items	-	68.18	-	68.18
Provision for tax	-	-	-	-
Current Tax	-	-	-	-
Deferred Tax	(457.20)	(961.11)	(457.20)	(961.11)
Earlier Year Tax	-	-	-	-
Profit/(Loss) After Tax	(1,137.38)	949.58	(1,137.85)	949.58
Paid-up Share Capital
Equity Shares	6,841.13	6,641.13	6,841.13	6,641.13
Preference Shares	325.00	525.00	325.00	525.00
Earnings Per Share - In Rs.
Basic	(1.69)	1.45	(1.69)	1.45
Diluted	(1.69)	1.45	(1.69)	1.45

Review of Operations & Segments

Year in Retrospect:

? Consolidated income: Rs. 46,679.59 Lakh vs Rs. 39,725.55 Lakh (increase of 17.5%)

? Loss after tax: Rs. 1,137.85 Lakh

Paper Division Products:

? Grey Board

? Newsprint

? Duplex Board

? N.S. Paper & Board

? Kraft Paper & Board

Paper Production & Sale:

Particular	2025-26	2024-25
Production	90,115.41 MT	81,443 MT
Sale	85,974 MT	72,223 MT

Hotel Division:

? Hotel name: Country Inn & Suites by Radisson, Sahibabad

? First eco-friendly concept-based five-star vegetarian hotel in Delhi NCR

? Second largest in the world under Country Inn & Suites brand

? Operations started: 15-02-2009 under Country Inn & Suites by Carlson

? Brand name changed globally to Country Inn & Suites by Radisson w.e.f. 17th January 2018

Change in Nature of Business: No change during FY 2025-26.

Dividend & Reserves: No dividend recommended for FY 2025-26. Details in Note No. 13 to Financial Statements.

Directors and KMPs:

? No Director disqualified under Section 164(1) & (2) of Companies Act, 2013

(i) Retirement By Rotation:

? Mr. Shiv Pravesh Chaturvedi (DIN: 06834388) retires by rotation, offers himself for re-appointment

(ii) Appointment/Re-appointment/Resignation of Independent Directors: No change during FY 2025-26.

(iii) Appointment/Resignation of Director and KMP: No change during FY 2025-26.

(iv) Declaration by Independent Directors: Declarations given confirming they meet criteria of Independence under Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Board Evaluation & Material Changes

(v) Board Evaluation:

? Annual evaluation carried out for Board, Committees, and individual directors

? Independent Directors meeting held on 27th February 2026 without Non-Independent Directors

? Board is broad-based, information timely provided, decisions after due deliberations

Material Changes:

1. Issued 5,000 listed, secured, rated, redeemable, taxable, non-convertible debentures of face value Rs. 1,00,000 each on private placement basis, aggregating Rs. 50,00,00,000 (Rupees Fifty Crore)

2. Raised term loan of Rs. 150 Crore from Tourism Finance Corporation of India Limited (TFCI) for redeeming outstanding Listed Secured NCDs. Partially redeemed NCDs aggregating Rs. 150 Crore on December 4, 2025

3. Board approved Scheme of Arrangement between Magnum Ventures Limited and Magnum Paperz Limited for demerger of Paper Business on 27 February 2026. Observation Letters (no-objection) received from BSE and NSE on 17 July 2026. Under process of filing with NCLT

4. Regional Director, Northern Region Directorate-I, MCA approved shifting of Registered Office from Delhi to Uttar Pradesh. Certified copy filed with ROC on 9th July, 2026

Public Deposits: Company has not accepted, renewed, or repaid any deposit from public during the year.

Public Deposits & Energy Conservation

Public Deposits:

1. Accepted during the year: NIL

2. Remained unpaid or unclaimed as at end of year: NIL

3. Default in repayment of deposits or interest: NIL

4. At the beginning of the year: NIL

5. Maximum during the year: NIL

6. At the end of the year: NIL

7. Deposits not in compliance with Chapter V of the Act: NIL

Conservation of Energy, Technology Absorption, Foreign Exchange:

? Information included in Annexure I

Particulars of Employees:

? Table appended as Annexure II

? No employee employed throughout the year with remuneration = Rs. 1.02 Crore

? No employee employed for part of year with monthly remuneration = Rs. 8.5 Lakh

Human Resource Development:

? Performance-oriented culture with high engagement and empowerment

? Focus on creating reserves through cross-functional exposure

Vigil Mechanism:

? Whistle Blower Policy established under Section 177(9) & 10 of Companies Act, 2013

? Accessible at www.magnumventures.in

Audit Committee (as on 31st March 2026):

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)

Committees & Board Meetings

Nomination & Remuneration Committee (as on 31st March 2026):

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 recommendations accepted by Board

? Policy accessible at www.magnumventures.in

Stakeholders Relationship Committee:

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

2. Ms. Jyoti, Independent Director (Member)

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

Corporate Social Responsibility:

? CSR provisions not applicable during FY 2025-26

? CSR Policy formulated in earlier years, available on website

Meetings of the Board:

? Six meetings held on: 26th May 2025, 13th August 2025, 15th September 2025, 14th November 2025, 14th February 2026, 27th February 2026

? Independent Directors meeting: 27th February 2026

Particulars of Loans, Guarantees or Investments:

? No loans or guarantees covered under Section 186 of Companies Act, 2013

? Investment of Rs. 1,00,000 towards subscription of equity share capital of Magnum Paperz Limited (wholly owned subsidiary)

: Related Party Transactions & Risk Management

Related Party Transactions:

? All transactions on arms length basis and in ordinary course of business

? Placed before Audit Committee for approval

? Policy on materiality available at www.magnumventures.in

? Material transactions require shareholder approval, related party abstains from voting

? Form AOC-2 attached as Annexure III

Risk Management:

? Risk Management System established

? Risk Management Policy available at www.magnumventures.in

? No risk threatening existence of Company

Internal Financial Control:

? Adequate internal financial controls in place

? Report forms part of Auditors Report in Annexure B

? Steps to further strengthen in FY 2026-27

Corporate Governance:

? Compliance with SEBI (LODR) Regulations, 2015

? Certificate from CS Vijay Kumar Sharma, Partner of Munish K Sharma & Associates LLP annexed as Annexure IV

? Compliance for period April 1, 2025 to March 31, 2026

Auditors and Auditors Report:

? M/s. Manish Pandey and Associates, Chartered Accountants appointed as Statutory Auditors for five years from AGM 2024 till AGM 2029

Key Audit Matters & Emphasis of Matter

Key Audit Matter: a) Note 14 of financial statements: Company availed secured Term Loan from TFCI of Rs. 15,000 lacs for repayment of listed, secured, redeemable, non-convertible debentures of Rs. 15,000 lacs.

? Directors Reply: Self-explanatory, no further comments required.

Emphasis of Matter: a) Balance of Debtors, Creditors & Advances as at March 31, 2026 subject to confirmation and reconciliation. Consequential effect (if any) remains unascertained.

? Directors Reply: Company regularly reconciling accounts, no deviation expected.

b) Inventory physically verified by management; technical matter, unable to comment on quantity, pricing, and valuation method. Relied upon management certified value and quantity.

? Directors Reply: Physical verification conducted at regular intervals through actual counting, weighing, measuring.

c) Deposits of Rs. 300.00 lakhs with Bank of Baroda to cover expenses for withdrawal of cases filed by them.

? Directors Reply: Company did OTS with Bank of Baroda, paid OTS amount of Rs. 27 Crores, NOC issued. Bank asked for Rs. 3 Crores for reconciliation, promised refund. Reconciliation done but Bank not returning Rs. 3 Crores. Company filed recovery suit for Rs. 3 Crores with interest in High Court of Delhi vide case no. CS(COMM) 522/2024. Matter sub judice, listed for September 17, 2026.

d) SEBI Order dated May 31, 2023 (No. QIA/SP/CFID/FID-SEC4/26875/2023-24): Penalty under Section 15HA & 15HB of SEBI Act, 1992 amounting to Rs. 12,00,000 on company and collectively Rs. 54,00,000 on directors and KMPs. Restrained from accessing securities market for one year. Provision of Rs. 12,00,000 made in books.

? Subsequent: Company appealed before SAT, Mumbai. SAT order dated July 13, 2023 did not provide interim relief, directed deposit of penalty amount subject to appeal result.

SEBI Order Update & Cost Auditors

? Company duly deposited penalty amount in compliance with SAT order

? Matter listed for July 7, 2026, adjourned to August 11, 2026

? Directors Reply: Penalty deposited. Matter listed before SAT on August 11, 2026, adjourned to October 5, 2026

e) Trade Receivables: Rs. 6,051.20 lakhs, out of which Rs. 333.30 lakhs outstanding for more than six months. Trade receivable of Rs. 46.04 lakhs outstanding for more than six months, under litigation.

? Directors Reply: Effective recovery policy, continuous follow-ups. Litigation matters sub judice.

Cost Auditors:

? M/s V.K. Dube & Co., Cost Accountants appointed as Cost Auditors for FY 2025-26

? Membership Number: 000343

? Address: R-8/90, Raj Nagar, Ghaziabad, Uttar Pradesh 201002

? Email: vkdubeco@gmail.com

Internal Auditor:

? M/s. GMB & Associates, Chartered Accountants appointed for FY 2025-26 (Board Meeting 13th August 2025)

? Re-appointed for period 1st April 2026 to 31st March 2027 (Board Meeting 14th August 2026)

? Address: D-25, First Floor, Vikas Marg, Metro Pillar No. 34, Laxmi Nagar, Delhi-110092

? Email: vijaygauravfca@gmail.com

Secretarial Auditor:

? M/s. Munish K Sharma & Associates LLP, Company Secretaries appointed for five consecutive years from FY 2025-26 till FY 2029-30

? Secretarial Audit Report for FY ended March 31, 2026 annexed as Annexure V

Secretarial Auditor Observations

1. Balances of debtors, creditors, and advances as on 31 March 2026 subject to confirmation and reconciliation. Consequential impact not yet determined.

? Directors Reply: Regular reconciliation, no deviation expected.

2. Trade Receivables: Rs. 6,051.20 lakhs, out of which Rs. 333.30 lakhs outstanding for more than six months. Trade receivable of Rs. 46.04 lakhs outstanding for more than six months, under litigation.

? Directors Reply: Effective recovery policy, continuous follow-ups. Litigation matters sub judice.

3. Company not making payments to certain MSE vendors within time limits under Section 15 of MSMED Act, 2006. Statutory interest amounting to Rs. 71,30,284.15 became payable. Interest liability reversed based on unconditional waiver letters from MSE vendors. Delays constitute non-compliance, may expose to financial, legal, and regulatory risks.

? Directors Reply: Declarations obtained from MSME vendors providing unconditional waiver of right to claim interest on delayed payments. Interest reversed during Quarter 4 of FY 2025-26.

4. Interest amounting to Rs. 42,915 on delayed payment of TDS/TCS during the year. Delays recurring in nature, indicating regular pattern of non-timely deposit.

? Directors Reply: Delays due to temporary operational and administrative constraints, not deliberate. Interest duly paid. Corrective measures initiated including compliance monitoring mechanism.

Secretarial Auditor Observations (Contd.) & Directors Responsibility Statement

5. SEBI Order No. QJA/SP/CFID/FID-SEC4/26875/2023-24 dated 31 May 2023: Penalty under Section 15HA & 15HB of SEBI Act, 1992 amounting to Rs. 12,00,000 on listed entity and collectively Rs. 54,00,000 on directors and KMPs. Restrained from accessing securities market for one year.

? Company appealed before SAT, Mumbai. SAT order dated 13 July 2023 did not provide interim relief, directed deposit of penalty amount subject to appeal result. Penalty deposited, matter listed on 07 July 2026.

? Directors Reply: Penalty deposited. Matter listed before SAT on August 11, 2026, adjourned to October 5, 2026.

Annual Secretarial Compliance Report:

? Filed with BSE Ltd. and NSE for FY 2025-26

? Report from CS Vijay Kumar Sharma, Partner at M/s. Munish K Sharma & Associates LLP, filed within stipulated time

Directors Responsibility Statement (Section 134(5)): a. Applicable Accounting Standards followed, no material departure b. Accounting policies selected and applied consistently, judgments reasonable and prudent c. Proper and sufficient care for maintenance of adequate accounting records d. Annual accounts prepared on going concern basis e. Internal financial controls laid down, adequate and operating effectively f. Proper systems to ensure compliance with all applicable laws, adequate and operating effectively

Significant & Material Orders:

? No significant and material orders passed by regulators/courts/tribunals impacting going concern status

? However, Deputy Joint Commissioner, SGST Corporate Circle-I, Ghaziabad Zone-I passed orders under Section 73 of SGST Act on 10 December 2025 alleging Input Tax Credit (ITC) availed as shown in GSTR 2A auto-populated on GST Portal in respect of purchase of goods from supplier who filed GSTR-1 but not GSTR-3B. Demand raised aggregating Rs. 1,42,91,497/-

? Company filed appeal before appropriate appellate authorities. Matter pending adjudication, no final outcome received.

Cost Records, POSH, Maternity Benefit, Annual Return

Maintenance of Cost Records:

? Cost records maintained as specified by Central Government under Section 148(1) of Companies Act, 2013

Prevention of Sexual Harassment Policy:

? Policy in place in line with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

? Policy available at www.magnumventures.in

? Internal Complaints Committee constituted

? No complaints received during 2025-26

? Complaints received: Nil

? Complaints disposed: Nil

? Complaints pending beyond 90 days: Nil

Disclosures in Relation to Maternity Benefit Act, 1961:

? Company complied with all applicable provisions during the financial year

Annual Return:

? Form MGT-7 available at www.magnumventures.in after filing with Registrar of Companies

Management Discussion and Analysis Report:

? Annexed to this Report as required under SEBI Listing Regulations

Stock Exchange Listing:

? Equity shares and Non-Convertible Debentures listed on BSE Limited (BSE Scrip Code: 532896, 975493 and 977878) and National Stock Exchange (NSE Symbol: MAGNUM)

? Listing fee for FY 2026-27 paid to BSE and NSE

Compliance on Secretarial Standards:

? Applicable Secretarial Standards duly complied during FY 2025-26

Environmental Protection, Health and Safety:

? Efforts to address Health, Safety and Environment matters

? Safety & Health of employees and external stakeholders embedded in core values

? Health & Safety Policy ensures safety of public, employees, plant & equipment, compliance with statutory rules, training, safety audits, eco-friendly activities

Environmental Protection (Contd.) & Capital Structure

Environmental Protection (Contd.):

? Good track record on safety

? Committee for safeguard of workmen meets at regular intervals

Details in Respect of Frauds Reported by Auditors under Section 143(12):

? No material fraud on or by the Company noticed or reported during the year

Names of Companies Which Became or Ceased to be Subsidiaries/Joint Ventures/Associate Companies:

? No company became or ceased to be joint venture or associate company

? Magnum Paperz Limited incorporated as wholly owned subsidiary during the year

? Objective: facilitate proposed demerger of Paper Business into separate entity, subject to statutory and regulatory approvals

Capital Structure:

? Changes during FY 2025-26: (i) Issuance of 20,00,000 equity shares on preferential basis to non-promoter category investor, allotted 11th November 2025, compliant with Companies Act, 2013 and SEBI (ICDR) Regulations, 2018 (ii) Redemption of 2,00,000 Unlisted Zero Percent Coupon Rate, Non-Convertible, Non-Cumulative Redeemable Preference Shares of Rs. 100/- each on 14th November 2025

Capital Structure as on 31st March 2026:

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	6,84,11,317	Rs. 10/-	Rs. 68,41,13,170/-
Preference	3,25,000	Rs. 100/-	Rs. 3,25,00,000/-

Receipt of Amount from Directors:

? Amounts received from Directors as referred in sub-clause (viii) of clause (c) of sub-rule (1) of Rule 2 of Companies (Acceptance of Deposits) Rules, 2014:

S. No. Name of Director	Amount Received by the Company
1 Mr. Abhay Jain	INR 3,09,00,000/-
2 Mr. Pardeep Kumar Jain	INR 30,77,74,000/-

Utilization of Funds & Credit Rating

Utilization of Funds Raised:

Funds Raised Amounting Rs. 6,00,00,000/- Towards Issuance of 20,00,000 Equity Shares on Preferential Basis:

S. No. Funds Utilized during FY 2025-26	Amount
1 Repayment of unsecured loans	Rs. 2,50,00,000
2 Redemption of Redeemable, Non-Convertible and Non-Cumulative Preference Shares	Rs. 2,00,00,000
4 General corporate purposes	Rs. 1,50,00,000

Funds Raised Amounting Rs. 50,00,00,000 Through Issuance of 5,000 18% Listed, Secured, Rated, Redeemable, Taxable Non-Convertible Debentures on Private Placement Basis:

S. No. Funds Utilized during FY 2025-26	Amount
1 Capital Expenditure Requirements	Rs. 20,00,00,000
2 Working Capital	Rs. 29,50,00,000
3 Transaction expenses	Rs. 50,00,000

Credit Rating:

Date	Name of Instruments/Facilities	Term	Amount (Rs. Cr)	Rating/Outlook
19 May 2026	Non-Convertible Debentures (NCD)	Long Term	230	ACUITE BB Stable (Reaffirmed)
			50	ACUITE BB Stable (Assigned)
04 May 2026	Non-Convertible Debentures (NCD)	Long Term	150	ACUITE BB Stable (Reaffirmed)
			15	ACUITE BB Stable (Reaffirmed)
			15	ACUITE BB Stable (Reaffirmed)
			50	ACUITE BB Stable (Reaffirmed)
			190	ACUITE Not Applicable (Withdrawn)
08 Jul 2025	Non-Convertible Debentures (NCD)	Long Term	150	ACUITE BB Stable (Reaffirmed)
			15	ACUITE BB Stable (Reaffirmed)
			15	ACUITE BB Stable (Reaffirmed)
			240	ACUITE BB Stable (Assigned)
04 Jul 2025	Non-Convertible Debentures (NCD)	Long Term	150	ACUITE BB Stable (Reaffirmed)
			15	ACUITE BB Stable (Reaffirmed)
			15	ACUITE BB Stable (Reaffirmed)

Acknowledgement:

? Appreciation for cooperation from Bankers, Government Departments, employees, business associates, and customers

Directors Signatures

For and on Behalf of the Board Magnum Ventures Limited

Sd/- Parveen Jain Director DIN: 00423833

Sd/- Abhay Jain Managing Director DIN: 01876385

Date: 14th August, 2026 Place: Ghaziabad