Mangalam Seeds Ltd Directors Report

DIRECTORS REPORT

Dear Stakeholders,

The Board of Directors have pleasure to present the report of the business and operations of your Company along with the Audited Accounts for the Financial Year ended March 31, 2025. The summarized financial performance for the year ended 31st March, 2025 is as follows:

OPERATIONAL RESULTS:

STANDALONE RESULTS		(INR IN LAKHS)
Particulars	March 31, 2025	March 31, 2024
Net Sales	9432.30	10005.03
Other Income	20.36	7.54
Total	9452.66	10012.57
Profit before depreciation, taxation & Extraordinary Items	1348.20	1704.88
Less: Depreciation	120.16	113.02
Less: Tax Expenses	217.41	273.49
Less: Prior period Items	-	-
Profit after taxation	1010.62	1318.38
Add: Balance brought forward from previous year	5144.53	3826.15
Less: Adjustments in Assets	-	-
Surplus available for appropriation	6155.15	5144.53
Other Comprehensive Income	36.69	36.77
Less: Proposed Dividend	-	-
Less: Tax on Dividend	-	-
Share Premium	695.24	695.24
Accelerated depreciation on fixed asset	-	-
Balance carried to Balance sheet	6887.09	5876.54

 

CONSOLIDATED RESULTS		(INR IN LAKHS)
Particulars	March 31, 2025	March 31, 2024
Net Sales	10314.46	11236.28
Other Income	43.91	9.08
Total	10358.37	11245.36
Profit before depreciation, taxation & Extraordinary Items	1412.29	1748.64
Less: Depreciation	163.37	159.44
Less: Tax Expenses	220.33	270.88
Less: Prior period Items	-	-
Profit after taxation	1028.59	1318.32
Add: Balance brought forward from previous year	5146.10	3835.22
Less: Appopriation for NCI	(8.85)	(7.44)
Surplus available for appropriation	6165.83	5146.10
Other Comprehensive Income	36.69	36.77
Less: Proposed Dividend	-	-
Less: Tax on Dividend	-	-
Share Premium	695.24	695.24
Accelerated depreciation on fixed asset	-	-
Balance carried to Balance sheet	6897.77	5878.11

DIVIDEND:

Your directors do not recommend any dividend so as to conserve the resources of the company for future needs for the year 2024-25.

OPERATIONAL REVIEW:

Standalone:

Your Company took several initiatives during the last financial year that helped in achieving and consolidating growth in production and sales volumes. Your company tried to increase the sales in the product being manufactured and marketed in-house.

During the year ended March 31, 2025, the Company achieved standalone revenue from operations of Rs.9,432.30 Lakhs. The net profit (excluding other comprehensive income) stood at Rs.1,010.63 Lakhs. For the year ended March 31, 2024, the Company had recorded standalone revenue from operations of Rs.10,005.03 Lakhs. The net profit (excluding other comprehensive income) for that year was Rs.1,318.38 Lakhs.

Consolidated:

During the year ended March 31, 2025, the Company achieved consolidated revenue from operations of Rs.10,314.46 Lakhs. The net profit (excluding other comprehensive income) stood at Rs.1,028.59 Lakhs. For the year ended March 31, 2024, the Company had recorded consolidated revenue from operations of Rs.11,236.28 Lakhs. The net profit (excluding other comprehensive income) for that year was Rs.1,318.32 Lakhs.

AMOUNT TRANSFERRED TO RESERVES IF ANY:

During the year under review, the Company has profit Rs. 1028.59 Lakh. The amount has been transferred to Reserves and Surplus.

SHARE CAPITAL:

The paid-up equity capital as on March 31, 2025 was Rs. 1098.02 Lakhs. During the year under review, the Company has not issued shares with or without differential voting rights nor granted stock options nor sweat equity.

CHANGE IN NATURE OF BUSINESS:

During the year under review, there has been a change in the nature of business of the Company pursuant to the addition in the Main Object Clause of the Memorandum of Association, duly approved by the members through a Special Resolution.

A new clause has been inserted after the existing Clause 3(A) 1 of the Memorandum of Association to include the business of construction and development of various types of residential, commercial, and infrastructure projects, along with allied activities as specified in the resolution. This amendment enables the Company to undertake construction, development, and related infrastructure works in India or elsewhere, either independently or in collaboration with other entities.

FINANCE:

The Cash and cash equivalents as at March 31, 2025 was Rs. 155.32 Lakhs. The company continues to focus on judicious management of its Working Capital, Receivables, Inventories and other Working Capital parameters were kept under strict check through continuous monitoring.

DEPOSITS:

During the year under review, the Company has not accepted/ renewed deposit from public/ shareholders as per the applicable provisions of the new Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014. There is no overdue deposit as on 31st March, 2025.

SUBSIDIARY. JOINT VENTURE (JV) AND ASSOCIATE COMPANIES:

The Company has following Subsidiary companies.

Sr. No. Name of the Company	% of Shares held
1. Mangalam Nutrifeeds Private Limited	100.00%
2. Unjha Psyllium Private Limited	100.00%
3. Agrileeo Agricare Private Limited (Formerly Known as Unjha Spices Private Limited)	100.00%
4. Kiositech Engineering Limited	99.94%

The Company has following Associate companies.

Sr. No. Name of the Company	% of Shares held
1. Sharayu Mangalam Bioseeds Private Limited	25.00%

Further, a statement containing salient features of the financial statements of our associate company in the prescribed format AOC-1 is appended as "Annexure-A" to the Boards Report. The statement also provides the details of performances, financial position of our associate concern.

The Company does not have any Joint Venture.

CORPORATE GOVERNANCE REPORT:

In compliance with Regulation 34(3) read with Schedule V(C) of the Listing Regulations, a Report on Corporate Governance forms part of this Annual Report. The Auditors certificate certifying compliance with the conditions of corporate governance as prescribed under Schedule V(E) of the Listing Regulations is annexed to the Corporate Governance Report.

AUDIT COMMITTEE:

The Company has in place an Audit Committee in terms of requirements of the Act read with rules framed thereunder and Listing Regulations. The details relating to the Audit Committee are given in the Corporate Governance Report forming part of this report. The recommendations of Audit Committee were duly accepted by the Board of Directors.

MANAGEMENT DISCUSSION & ANALYSIS:

In compliance with Regulation 34(3) read with Schedule V(B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations), Management Discussion and Analysis forms part of this Annual Report.

BOARD OF DIRECTORS:

A) Composition, Category of Directors and their Directorship as on March 31, 2025.

Name of the Directors	Category of Directorship	No. of Directorship in other Companies
Shri Pravinkumar M. Patel	Managing Director	3
Shri Mafatlal J. Patel	Chairman	Nil
Shri Dhanajibhai S. Patel	Executive Director	Nil
Shri Samir J. Shah	Independent Director	Nil
Smt. Riddhi Nimit Shah	Independent Director	Nil
Smt. Kruti Jay Trivedi	Independent Director	1

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules made thereunder, Mr. Mafatlal Jethalal Patel (DIN: 03173737), Executive Director of the Company, shall retire by rotation at this Annual General Meeting and being eligible offers herself for re-appointment. The Members are requested to consider her re-appointment.

All Independent Directors of the Company have given declarations to the Company under Section 149 (7) of the Companies Act, 2013 and under Regulation 25(8) of the SEBI (LODR), Regulations, 2015, that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (LODR), Regulations, 2015.

During the financial year 2024-25, there were no changes in the composition of the Board of Directors. However, subsequent to the year-end tenure of Shri Samir J. Shah, Independent Director, and Smt. Riddhi Nimit Shah, Independent Director, came to an end on 20th June, 2025. The Board places on record its sincere appreciation for their valuable contribution during their tenure. The Board, on the recommendation of the Nomination and Remuneration Committee, appointed Smt. Siddhi Arjun Shah and Shri Ashish Damodarbhai Patel as Additional Directors (Independent Category) with effect from 23rd July, 2025. Their appointment is subject to the approval of members at the ensuing General Meeting.

B) Board Meetings

During the year 14 (Fourteen) Board Meetings were convened and held. The details of which are annexed herewith as "Annexure III". The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. Resignation / Cessation

No Directors are resigned or filed cessation during the year under review.

Subsequent to the year-end tenure of Shri Samir J. Shah, Independent Director, and Smt. Riddhi Nimit Shah, Independent Director, came to an end on 20th June, 2025. The Board places on record its sincere appreciation for their valuable contribution during their tenure

b. Appointment

No Directors are re- appointed during the year under review.

c. Re-Appointment of Managing Director

No Directors are re- appointed during the year under review.

d. Re-Appointment of Independent Directors

No Independent Directors are re- appointed during the year under review.

e. Appointment of Independent Director

No Independent Directors are appointed during the year under review. Subsequent to the year-end tenure Board on the recommendation of the Nomination and Remuneration Committee, appointed Shri Siddhi Arjun Shah and Shri Ashish Damodarbhai Patel as Additional Directors (Independent Category) with effect from 23rd July, 2025. Their appointment is subject to the approval of members at the ensuing General Meeting.

f. Retirement by Rotation and subsequent Re-appointment

Mr. Mafatlal Jethalal Patel (DIN: 03173737) who retires by rotation and being eligible offers himself for re-appointment.

The details of Directors seeking appointment, re-appointment at the ensuing Annual General Meeting has been provided in the Notice of the Annual General Meeting, forming part of the Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors have given declaration to the Company stating their independence pursuant to Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as independent director during the year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the notes to the Financial Statements provided in this Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

CONSERVATION OF ENERGY,. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT-GO:

a) Company ensures that the operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

b) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

c) Since the Company does not fall under the list of industries, which should furnish this information in Form A annexed to the aforesaid Rules, the question of furnishing the same does not arise.

d) Companys products are grown by using in-house know how and no outside technology is being used for operational activities. Therefore, no technology absorption is required. The Company constantly strives for maintenance and improvement in quality of its products and entire Research & Development activities are directed to achieve the aforesaid goal.

e) During the period under review there is no foreign exchange earnings and out flow.

RESEARCH & DEVELOPMENT:

A) Details of R & D Activity

• The Company has a Research & Development unit working under the expertise of eminent scientist of Gujarat.

• Mr. Hardik R. Patel is the Research Scientist.

• The Company has two Research & Development farms, situated at Maktupur and Valad village having land of 14.25 acres and 33.71 acres respectively.

B) Future Plan of Action

• Innovation is a journey and your company is well placed to ensure that it continues to maintain a strong track record in this field.

INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Details have been given in Form AOC-2 annexed as Annexure-B.

STATUTORY AUDITORS:

The Members of the Company had, at their 13th AGM held on September 19, 2024, appointed M/s. M A A K & ASSOCIATES., Chartered Accountants, Ahmedabad (Firm Registration No. 135024W) as the Statutory Auditor of the Company to hold office for a term of Five year commencing from the conclusion of the 13th AGM up to the conclusion of 18th AGM of the Company to be held in the year 2028.

AUDITORS REPORT:

The Auditors Report, on the Standalone as well as Consolidated Financial Statements for the Financial Year 2024-25 forms part of this Annual Report and it does not contain any qualification, reservation or adverse remark. And, therefore, it does not call for any further comments from the Board of Directors.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of your Company at its meeting held on June 29, 2024 had appointed Mr. Nayan P. Pitroda of M/s Pitroda Nayan & Co, Practicing Company Secretary, (CP No. 23912) as the Secretarial Auditor of the Company to undertake the secretarial audit of the Company for the Financial Year 2024-25.

SECRETARIAL AUDIT REPORT:

The Secretarial Audit Report for the Financial year ended March 31, 2025 in Form No. MR-3 pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Rules made thereunder, is annexed to this Report and forms part of this Annual Report.

The Report contains certain observations/remarks. The Board of Directors has duly considered the same and provides the following explanation: the said observations are procedural in nature, and the Company is in the process of taking necessary steps to ensure full compliance

COST AUDITORS AND COST RECORD:

Pursuant to the provisions of Section 148 (1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, your Company is not required to maintain cost records and accordingly no such audit is required to be conducted.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Directors are adhered to comply with the provisions of all applicable Secretarial Standards viz. the Secretarial Standard-1 on Board Meetings (SS-1) and the Secretarial Standard-2 on General Meetings (SS-2) issued by The Institute of Company Secretaries of India and approved by the Central Government. During the year under review, your Company has followed compliance with the applicable Secretarial Standards-SS-1 and SS-2.

ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2025 is available on the Companys website and can be accessed at http://www.mangalamseeds.com/

REPORTING OF FRAUD:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under section 143(12) of Act and Rules framed thereunder.

CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Companys website at the link http://www.mangalamseeds.com/

The Average Net Profits of the Company for the last three financial years is Rs. 11,79,72,613/- and accordingly the prescribed CSR expenditure during the Financial Year 2024-25 was Rs. 23,59,452/- (i.e. 2% of the Average Net Profits of the Company for the last three financial years). The Company had undertaken to spend an amount of Rs. 23, 60,000/- during the Financial Year 2024-25 against the mandatory requirement of Rs. 23, 59,452/- Hence there is no shortfall in the CSR Expenditure.

The Annual Report on CSR activities is annexed as "Annexure-C" to this Report.

DISCLOSURE OF ABOUT RECEIPT OF ANY COMMISSION BY MANAGING DIRECTOR:

No Commission was drawn by the Managing Director during the financial year.

INDUSTRIAL RELATIONS:

The relationship with the workmen and staff remained co-ordinal and harmonious during the year and management received full cooperation from employees.

CAUTIONARY STATEMENT:

Statements in the Boards Report and the Management Discussion and Analysis describing the Companys objectives, explanations and predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the companys operations include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees are covered under this policy. The Company has also complied with the provisions related to constitution of Internal Complaints Committee (ICC) under the said Act to redress complaints received regarding sexual harassment.

Details of Sexual Harassment cases are following:

Sr.no. Particulars	Details
1. Number of Sexual Harassment Complaints received	0
2. Number of Sexual Harassment Complaints disposed off	0
3. Number of Sexual Harassment Complaints pending beyond 90 days.	0

ACKNOWLEDGEMENT:

Your directors place on records their sincere appreciation for the dedication, hard work and commitment of the employees at all levels and their significant contribution to your Companys growth. Your Company is grateful to the Distributors, Dealers, and Customers for their support and encouragement. Your directors thank the Banks, Financial Institutions, Government Departments and Shareholders and look forward to having the same support in all our future endeavors.

Place: Ahmedabad	By Order of Board of Directors
Date: September 05, 2025	For Mangalam Seeds Limited
	CIN: L43299GJ2011PLC067128
	sd/-	sd/-
Registered office:	Pravinkumar M. Patel	Mafatlal J Patel
202, Sampada Complex,	Managing Director	Director
B/H Tulsi Complex	DIN:03173769	DIN: 03173737
Mithakhali Six Road,
Navrangpura,
Ahmedabad: 380009