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Mangalam Seeds Ltd Directors Report

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Oct 29, 2026|02:32:08 PM

Mangalam Seeds Ltd Share Price 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, 2026. The summarized financial performance for the year ended 31st March, 2025 is as follows:

OPERATIONAL RESULTS:

STANDALONE RESULTS- (INR IN LAKHS)

Particulars March 31, 2026 March 31, 2025
Net Sales 10082.05 9432.30
Other Income 29.41 20.36
Total 10111.47 9452.66
Profit before depreciation, taxation & Extraordinary Items 1195.31 1348.20
Less: Depreciation 155.77 120.16
Less: Tax Expenses 209.13 217.41
Less: Prior period Items - -
Profit after taxation 830.41 1010.62
Add: Balance brought forward from previous year 6985.56 5144.53
Less: Adjustments in Assets - -
Surplus available for appropriation 6952.40 6155.15
Other Comprehensive Income 71.33 36.70
Less: Proposed Dividend - -
Less: Tax on Dividend - -
Share Premium 695.24 695.24
Accelerated depreciation on fixed asset - -
Balance carried to Balance sheet 7752.14 6887.09

CONSOLIDATED RESULTS- (INR IN LAKHS)

Particulars March 31, 2026 March 31, 2025
Net Sales 11220.07 10314.46
Other Income 6.42 43.91
Total 11226.49 10358.37
Profit before depreciation, taxation & Extraordinary Items 1230.76 1412.29
Less: Depreciation 203.73 163.37
Less: Tax Expenses 201.73 220.33
Less: Prior period Items - -
Profit after taxation 825.30 1028.59
Add: Balance brought forward from previous year 6165.83 5146.10
Less: Appropriation for NCI (5.94) (8.85)
Surplus available for appropriation 6985.19 6165.83
Other Comprehensive Income 71.33 36.70
Less: Proposed Dividend - -
Less: Tax on Dividend - -
Share Premium 695.24 695.24
Accelerated depreciation on fixed asset - -
Balance carried to Balance sheet 7751.77 6897.77

DIVIDEND:

Your directors do not recommend any dividend so as to conserve the resources of the company for future needs for the year 2025-26.

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, 2026, the Company achieved standalone revenue from operations of Rs 10082.05 Lakhs. The net profit (excluding other comprehensive income) stood at Rs 830.41 Lakhs. For the year ended March 31, 2025, the Company had recorded standalone revenue from operations of Rs 9432.30 Lakhs. The net profit (excluding other comprehensive income) for that year was Rs 1010.62 Lakhs.

Consolidated:

During the year ended March 31, 2026, the Company achieved consolidated revenue from operations of Rs 11,220.07 Lakhs.

The net profit (excluding other comprehensive income) stood at Rs 825.30 Lakhs. For the year ended March 31, 2025, the Company had recorded consolidated revenue from operations of Rs 10314.46 Lakhs. The net profit (excluding other comprehensive income) for that year was Rs 1,028.59 Lakhs.

AMOUNT TRANSFERRED TO RESERVES IF ANY:

During the year under review, the Company has profit Rs. 825.30 Lakh. The amount has been transferred to Reserves and Surplus.

SHARE CAPITAL:

The paid-up equity capital as on March 31, 2026 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 no change in the nature of business of the Company.

FINANCE:

The Cash and cash equivalents as at March 31, 2026 was Rs. 159.09 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, 2026.

SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATE COMPANIES:

The Company has following Subsidiary companies.

Sr. No. Name of the Company % of Shares held
1. Mangalam Nutrifedes 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, 2026.

Name of the Directors Category of Directorship No. of Directorship in other Companies
Shri Pravinkumar M. Patel Managing Director 03
Shri Mafatlal J. Patel Chairman Nil
Shri Dhanajibhai S. Patel Executive Director Nil
Shri Ashish Damodarbhai Patel Independent Director 03
Smt. Siddhi Arjun Shah Independent Director Nil
Shri. Sanjaykumar Jasvantlal Shah Independent Director 02

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Rules made thereunder, Mr. Dhanajibhai Shivramdas Patel (DIN: 03173687), Director of the Company, shall retire by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment. The Members are requested to consider his 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, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (LODR) Regulations, 2015.

During the financial year 2025-26, there were changes in the composition of the Board of Directors. On the recommendation of the Nomination and Remuneration Committee, the Board appointed Smt. Siddhi Arjun Shah, Shri Ashish Damodarbhai Patel and Shri Sanjaykumar Jasvantlal Shah as Additional Directors of the Company during the year. Further, the Members of the Company approved and regularised their appointments at the ensuing Annual General Meeting.

A) Board Meetings

During the year 17 (Seventeen) 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

During the year, the tenure of Shri Samir J. Shah, Independent Director, and Smt. Riddhi Nimit Shah, Independent Director, came to an end on 20th June, 2025. Further, the tenure of Ms. Kruti Jay Trivedi (DIN: 08741585) as an Independent Director was completed on 13th September, 2025. The Board places on record its sincere appreciation for the valuable contribution and guidance provided by them during their tenure.

b. Appointment

During the year under review, Mr. Ashish Damodarbhai Patel (DIN: 06535285), Mrs. Siddhi Shah (DIN: 11208174) and Mr. Sanjaykumar J. Shah (DIN: 08509524) were appointed as Additional Independent Directors of the Company pursuant to the provisions of Section 161 of the Companies Act, 2013. Their appointments were subsequently regularized by the Members at the ensuing Annual General Meeting.

c. Re-Appointment of Managing Director

During the year under review, the Members of the Company approved the re-appointment of Mr. Pravinkumar Mafatbhai Patel (DIN: 03173769) as Managing Director of the Company for a further period of three (3) years with effect from 29th September, 2025, on such remuneration and terms as approved by the Members in accordance with the provisions of the Companies Act, 2013.

d. Re-Appointment of Independent Directors

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

e. Appointment of Independent Director

During the year under review, Mr. Ashish Damodarbhai Patel (DIN: 06535285), Mrs. Siddhi Shah (DIN: 11208174) and Mr. Sanjaykumar J. Shah (DIN: 08509524) were appointed as Additional Independent Directors of the Company pursuant to the provisions of Section 161 of the Companies Act, 2013. Their appointments were subsequently regularized by the Members at the ensuing Annual General Meeting.

f. Retirement by Rotation and subsequent Re-appointment

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Mafatlal Jethalal Patel (DIN: 03173737), Director of the Company, retired by rotation at the ensuing Annual General Meeting and being eligible, offered himself for re-appointment. The Members approved his re-appointment as Director liable to retire by rotation.

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

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

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

3. 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.

C) Main R & D Activities

1. Developments of new lines by creating segregating population through hybridizations, selections and generations advancement.

2. Development of new varieties by means of introductions.

3. Maintenance and improvement of existing/available lines of different crops by scientific ways.

4. New hybrids/varieties developments and their evaluations.

5. Research for production technologies to produce quality seeds.

6. Find out and solve bottle neck problems of farmers related to yield by providing them technical guidance

D) Highlights of ongoing and proposed R&D projects:

1. Breed new varieties through Composite improvement program in fodder Maize and Bajra.

2. Development of high yielding and medium maturing hybrids in Maize.

3. Development of new varieties in wheat through Purline selection for height and grain Colour.

4. Development of cotton hybrids for the High-Density planting having more numbers of balls per plant and determinate growth in Cotton.

5. Development of lodging resistance hybrids in Pearl millet with compact and long ear head.

6. Development of region-specific castor high yielding verities/hybrids with resistance to biotic and abiotic stress with early maturity.

7. Development of high yielding hybrids of Mustard with high test weight.

8. Development of new varieties in Sesame.

9. Breeding for high yielding, disease resistance with high quality parameters for different vegetable crops.

E) Achievements of the last three years by R&D activities:

1. Developed new Mustard variety Shambli. It offers a high yield, good oil content and excellent disease resistance with medium maturity and dwarf height.

2. Developed Cotton hybrid Jackie, Jackie Gold hybrids having big ball size, desirable insect-pest tolerance, good fiber content and high yield potentials.

3. Developed Cluster bean variety Mangalam-445. with high yield potentials and disease tolerance.

4. Developed hybrid fodder bajra Juddo Gold. It offers high fodder yield with high nutritional values and multi-cut ability up to 4-6 cutting.

5. Developed Cumin variety Mangalam Amrut. Having excellent abiotic stress tolerance ability.

6. Developed Green gram variety Badara having bold seed and short duration.

7. Developed sweet corn hybrid Candy crush having high TDS contain and good standability.

8. Developed Water melon hybrid (Ice box Segment) having uniform oval shape having 2.5-4.0 kg fruit weight and dark green Colour.

Company is always ready to collaborate for any new technology, which can be helpful to improve seeds quality and it can also be fruitful to farmers for solving their crop cultivation problems related either biotic or abiotic stresses. The moto of R&D is to improve wealth of farmers by providing healthy & quality seeds at affordable price.

INDUSTRIAL RELATIONS:

During the year under review, the industrial relations between the management and employees of the Company remained cordial and harmonious at all levels. The Company appreciates the continued support, dedication and commitment of its employees.

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 have 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 have 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:

M/s. M A A K & Associates., Chartered Accountants (Firm Registration No. 135024W) was appointed as Statutory Auditors of the Company for a period of five consecutive years at the Annual General Meeting (AGM) of the Members held on September 19, 2024 to hold office from the conclusion of the 13th AGM of the Company till the conclusion of the 18th AGM at a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.

The Companys Statutory Auditors, M/s. M A A K & Associates, Chartered Accountants, have tendered their resignation as Statutory Auditors of the Company. The resignation has been tendered in view of the Companys decision to appoint another Statutory and Tax Auditor considering its administrative and operational requirements, with a view to ensuring smoother coordination and ease of communication.

Pursuant to the provisions of Section 139 of the Act, the Board has appointed M/s Ashish Sheth & Associates, Chartered Accountants (Firm Registration No. 146184W), as Statutory Auditors to fill the casual vacancy caused by the resignation of M/s. M A A K & Associates., who shall hold the office upto the date of Annual General Meeting.

Thereafter the Board also proposed the appointment of M/s Ashish Sheth & Associates, Chartered Accountants (Firm Registration No. 146184W), as Statutory Auditors of the Company for a period of five (5) years subject to the approval of the shareholders in the ensuing Annual General Meeting from the conclusion of 15th Annual General Meeting till the conclusion of the 20th Annual General Meeting of the Company to be held in the year 2031.

The Statutory Auditors Report forms part of the Annual Report. The Statutory Auditors report does not contain any qualification, reservation or adverse remark for the year under review.

AUDITORS REPORT:

The Auditors Report, on the Standalone as well as Consolidated Financial Statements for the Financial Year 2025-26 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 September 29, 2025 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 2025-26 to 2029-30.

SECRETARIAL AUDIT REPORT:

The Secretarial Audit Report for the Financial year ended March 31, 2026 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 Secretarial Audit Report issued by the Secretarial Auditor for the financial year ended 31st March, 2026 contains certain observations/remarks. The Board of Directors has duly considered the same and provides the following explanations:

1. Observation: -

Regulation 17(1E) read with Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 that The Company was not in compliance with the provisions relating to the composition of the Board of Directors during the period from June 21, 2025 to July 22, 2025, due to delay in filling the vacancies of Independent Directors arising upon the completion of the tenure of Mr. Samir Jitendrabhai Shah and Mrs. Riddhi Nimit Shah. However, the Company appointed Mr. Ashish Damodarbhai Patel and Mrs. Siddhi Arjun Shah as Independent Directors on July 23, 2025.

Boards Explanation

The Company acknowledges the delay in filling the vacancies caused by the expiration of the tenure of the aforesaid directors. Subsequently, the Board appointed Mr. Ashish Damodarbhai Patel and Mrs. Siddhi Arjun Shah as directors with effect from 23/07/2026. The Company has taken necessary steps to restore compliance with the applicable provisions of Regulation 17 and shall ensure timely compliance in the future.

2. Observation:-

Regulation 18(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 that the Company was not in compliance with the composition requirements of the Audit Committee during the period from June 21, 2025, to July 22, 2025, pursuant to the completion of the tenure of Mr. Samir Jitendrabhai Shah (Chairperson) and Mrs. Riddhi Nimit Shah (Member) on June 20, 2025 as Independent Directors. The compliance was restored upon the appointment of Independent Directors Mrs. Siddhi Arjun Shah as Chairperson and Mr. Ashish Damodarbhai Patel as Member of the Audit Committee on July 23, 2025.

Boards Explanation

The non-compliance arose due to the cessation of office of the aforesaid Independent Directors upon completion of their tenure. The Company subsequently appointed Mr. Ashish Damodarbhai Patel and Mrs. Siddhi Arjun Shah on 23/07/2026 and reconstituted the Audit Committee to ensure compliance with the requirements of Regulation 18(1) of the SEBI (LODR) Regulations, 2015. The Company shall ensure timely reconstitution of committees in future to avoid recurrence of such instances.

3. Observation:-

Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 that the Company was not in compliance with the composition requirements of the Nomination and Remuneration Committee during the period from June 21, 2025, to July 22, 2025, pursuant to the completion of the tenure of Mr. Samir Jitendrabhai Shah (Chairperson) and Mrs. Riddhi Nimit Shah (Member) on June 20, 2025 as Independent Directors. The compliance was restored upon the appointment of Independent Directors Mrs. Siddhi Arjun Shah as Chairperson and Mr. Ashish Damodarbhai Patel as Member of the Audit Committee on July 23, 2025.

Boards Explanation

The Company was not in compliance with the provisions of Regulation 19 of the SEBI (LODR) Regulations, 2015 during the period from 21/06/2025 to 22/07/2026 due to vacancies arising from the completion of tenure of the aforesaid Independent Directors, which affected the prescribed composition of the Nomination and Remuneration Committee. Upon appointment of Mr. Ashish Damodarbhai Patel and Mrs. Siddhi Arjun Shah on 23/07/2026, the Committee was reconstituted and compliance with Regulation 19 was restored.

4. Observation:-

Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 that the Company was not in compliance with the composition requirements of the Stakeholders Relationship Committee during the period from June 21, 2025 to July 22, 2025, pursuant to the completion of the tenure of Mr. Samir Jitendrabhai Shah (Chairperson) and Mrs. Riddhi Nimit Shah (Member) on June 20, 2025 as Independent Directors. The compliance was restored upon the appointment of Independent Directors Mrs. Siddhi Arjun Shah as Chairperson and Mr. Ashish Damodarbhai Patel as Member of the Stakeholders Relationship Committee on July 23, 2025.

Boards Explanation

The non-compliance arose due to the completion of tenure of Mr. Samir Jitendrabhai Shah. Subsequently, Mrs. Siddhi Arjun Shah was appointed as Chairperson of the Stakeholders Relationship Committee with effect from 23/07/2026, thereby restoring compliance with Regulation 20 of the SEBI (LODR) Regulations, 2015.

5. Observation:-

Regulation 3(5) & 3(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 that there was a delay by the Company in entering the Un-published Price Sensitive Information (UPSI) into the Structured Digital Database (SDD) for the financial results of the quarter ended March 2025, pursuant to the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015;

Boards Explanation

The delay in entering UPSI pertaining to financial results occurred due to inadvertent oversight. The Company has strengthened its internal compliance monitoring mechanism and ensured timely updation.

6. Observation:-

Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 that there was a delay by the Company in the intimation to the stock exchange(s) regarding the completion of the tenure of Independent Directors, Mr. Samir Jitendrabhai Shah and Mrs. Riddhi Nimit Shah, on June 20, 2025, pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;

Boards Explanation

The delay in disclosure occurred due to an inadvertent oversight in reporting the completion of tenure of the aforesaid Independent Directors to the Stock Exchange(s) within the stipulated timeline. Upon identification of the lapse, the Company submitted the requisite disclosure to the Stock Exchange(s). The Company has strengthened its internal compliance monitoring mechanism to ensure timely disclosures under the SEBI (LODR) Regulations, 2015 in future.

7. Observation:-

Section 135 of Companies Act, 2013 that the Company was not in compliance with the composition requirements of the Corporate Social Responsibility Committee during the period from June 21, 2025, to July 22, 2025, pursuant to the completion of the tenure of Mrs. Riddhi Nimit Shah (Member) on June 20, 2025 as Independent Director. The compliance was restored upon the appointment of Independent Director Mr. Ashish Damodarbhai Patel as Member of the Corporate Social Responsibility Committee on July 23, 2025.

Boards Explanation

The Company was not in compliance with the provisions of Section 135 of Companies Act, 2013 during the period from 21/06/2025 to 22/07/2026 due to vacancies arising from the completion of tenure of the aforesaid Independent Directors, which affected the prescribed composition of the Corporate Social Responsibility Committee. Upon appointment of Mr. Ashish Damodarbhai Patel on 23/07/2026, the Committee was reconstituted and compliance with Regulation 19 was restored.

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. 13,84,83,730/- and accordingly the prescribed CSR expenditure during the Financial Year 2025-26 was Rs. 27,69,675/- (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. 27,85,000/- during the Financial Year 2024-25 against the mandatory requirement of Rs. 27,69,675/- 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.

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
Date: September 03, 2026
By Order of Board of Directors
For Mangalam Seeds Limited
CIN: L43299GJ2011PLC067128
Registered office:
202, Sampada Complex,
B/H Tulsi Complex
Mithakhali Six Road,
Navrangpura,
Ahmedabad: 380009
sd/-
Pravinkumar M. Patel
Managing Director
DIN: 03173769
sd/-
Mafatlal J Patel
Director
DIN: 03173737

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This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.