Mangalam Ventures Ltd Directors Report

Directors Report

DEAR MEMBERS

Your Directors take pleasure in presenting the Thirty Second Annual Report on the affairs of the Company together with the Audited Financial Statements of the Company for the year ended 31st March, 2025.

FINANCIAL HIGHLIGHTS

		(Rupees in Lakhs)
	31.03.2025	31.03.2024
Total Income	9,742.64	8,752.70
Profit Before depreciation & taxation	2,983.55	2,601.24
Less: Depreciation	162.8	136.04
Less: Provision for Tax (Net)	612.89	614.51
Profit After Tax	2,207.86	1,850.69

The Company has not transferred any amount to General Reserve. An amount of Rs. 9044.46 Lakhs is proposed to be retained in the Statement of Profit and Loss.

OPERATIONAL REVIEW

Net revenues increased to Rs. 9,742.64 Lakhs, an increase of around 11.31% against Rs. 8,752.70 Lakhs in the previous year. Profit before depreciation and taxation was Rs. 2,983.55 Lakhs against Rs. 2,601.24 Lakhs in the previous year. The net profit of the Company for the year under review was placed at Rs. 2,207.86 Lakhs as against Rs. 1,850.69 Lakhs in the previous year.

DIVIDEND

With a view to ploughing back profit into the business, your Directors have decided not to recommend any dividend for the year under review.

SHARE CAPITAL

The paid up equity share capital as on 31st March, 2025 was Rs. 310.66 Lakhs. The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

FINANCE

Cash and cash equivalents as on 31st March, 2025 was Rs. 23.26 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.

FIXED DEPOSITS

The Company has not accepted any deposits within meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans, guarantees or investments made and securities provided by the Company pursuant to Section 186 of the Companies Act, 2013, if any, are given in the notes to the financial statements, which form part of the Annual Report.

MATERIAL CHANGE BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

There have been no material change and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNAL

During the year under review there has been no such significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

SUBSIDIARY/ASSOCIATE COMPANY/JOINT VENTURES

Nihantra Realty LLP has ceased to become an associate LLP of the company during the financial year ended 31st March, 2025. Windermere Trading Pvt. Ltd. holds 35.73% shareholding of the Company.

DIRECTORS

Shri Vinod Ahuja (DIN-00030390), Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. During the year, the Board of Directors has re-appointed, Shri Sharat Jain (DIN-00100997) as Whole Time Director of the Company for a further period of three years w.e.f. 1st September, 2025 subject to the approval of the shareholers

AUDITORS

M/s B. Chhawchharia & Co. Chartered Accountants (Firm Registration No.-305123E) have been appointed as Statutory Auditor of the Company from the conclusion of Extra- Ordinary General Meeting held on 28th March, 2025 till the conclusion ensuing Annual General Meeting.

The Board in their meeting held on 18th August, 2025, subject to the approval of the shareholders recommends the appointment of M/s B. Chhawchharia & Co., Chartered Accountants as Statutory Auditors of The Company from the conclusion of the Thirty Second Annual General meeting until the conclusion of 37th Annual General Meeting for the block period of 5 years.

The Company has received written consent and a certificate u/s141 of the Companies Act, 2013 from them to the effect their appointment, if made, shall be in accordance with the conditions as may be prescribed.

AUDITORS REPORT

The observations made in the Auditors Report read together with relevant notes thereon are self explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3)(C) of the Companies Act, 2013 it is hereby confirmed that:

a) in the preparation of annual accounts for the financial year ended 31st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures

b) the Directors have 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 and of Profit and Loss of the Company for the financial year ended 31 March, 2025.

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the Annual Accounts have been prepared 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 were operating effectively.

f) The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014, is annexed herewith as "Annexure B".

NUMBER OF MEETING OF THE BOARD

During the year 2024-25, the Board of Directors met six times viz on 10th April, 2024, 28th June, 2024, 7th August, 2024, 26th September, 2024, 21ST November, 2024, and 17th January, 2025.

DECLARATION BY INDEPENDENT DIRECTORS

The Company was not required to appoint Independent Directors under Section 149(4) and Rule 4 of the Companies (Appointment & Qualification of Directors) Rules, 2014 hence no declaration has been obtained.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return in Form MGT-9 is annexed herewith as "Annexure C".

PARTICULARS OF EMPLOYEES

A statement showing the names and other particulars of the employees drawing remuneration in excess of the limit as stated in Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Annual Report and is attached as "Annexure B" to the Directors Report.

INDUSTRIAL RELATIONS

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

CORPORATE GOVERNANCE

i) All elements of remuneration package such as salary, benefits, bonus, stock options, pensions etc. paid for the year ended 31st March, 2025 to Whole Time Directors are stated herein below:

					(Rs. in Lakhs)
Name	Designation	Tenure of Appointment	Salary	Perquisites	Gross Remuneration
Shri Sharat Jain	Whole Time Director	3 years w.e.f  01.09.2022 to 31.08.2025	300	0.29	300.29
Shri Ramakanth Shivasamb Hegde	Whole Time Director	3 years w.e.f. 01.09.2023 to 31.08.2026	21.51	0.29	21.80*

* It does not include Rs. 103,464/- (Previous year Rs. 103,464/-) towards premium paid for mediclaim.

ii) Details of fixed component and performance linked incentives along with performance criteria: N.A.

iii) Service Contracts, Notice period, Severance Fees: There are no severance fees, other benefits, bonus or stock options, pensions. Either party may terminate the appointment on three months notice in writing.

iv) Stock Options details: Nil

INTERNAL CONTROL SYSTEM & THEIR ADEQUACY

Your Company has well defined internal control system. The Companys internal control system includes organisational design, written policies and procedures, barriers to protect assets and all personnel. It is designed to discourage occurrence of errors or irregularities and to identify, within a reasonable time frame, errors or irregularities that may occur. It provides for safeguarding of assets, proper recording of transactions, and the efficient and effective accomplishment of the units goals and objectives including compliance with state and federal rules and regulations.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS ETC. AND OTHER MATTERS PROVIDED UNDER SECTION 178(3)

The Company was not required to constitute a Nomination and Remuneration Committee under Section 178(1) of the Companies Act, 2013 and Rule 6 of the Companies (Meeting of Board and its Powers) Rules, 2014 and Stakeholders Relationship Committee under Section 178(5) of the Companies Act, 2013.

RELATED PARTYS APPOINTMENT TO AN OFFICE OR PLACE OF PROFIT

Smt. Mahalaxmi Hegde wife of Shri Ramakanth Shivasamb Hegde-Whole Time Director, was holding office of public relation officer during the year 2024-2025 and also reappointed her for a further period of 5 years w.e.f. 1st June, 2025. All related party transactions are mentioned in the Notes to financial statements forming part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company strongly believes that sustainable community development is essential for harmony between the community and the industry. The Company endeavors to make a positive contribution specially to the underprivileged communities by supporting a wide range of socio-economic, educational and health initiatives. In line with the requirement of Section 135 of the Companies Act, 2013, your Company having a Corporate Social Responsibility Committee. The Annual Report on Corporate Social Responsibility activities is annexed to this report as "Annexure A".

RISK MANAGEMENT POLICY

The risk management framework defines the risk management approach of the Company and includes periodic review of such risks and also documentation, mitigating controls and reporting mechanism of such risks. Some of the risks that the Company is exposed to financial risks, commodity price risks and regulatory risk.

OBLIGATION OF COMPANY UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place, a new Act viz The Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act, every Company is required to set up an internal complaints committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of sexual harassment of women at workplace and has set up Committee for implementation of said policy. During the year, Company has not received any complaint of harassment.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no application made or proceeding pending in the name of the Company under the inslovency and bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOANS FROM BANKS AND FINANCIAL INSTITUTIONS

The requirement to disclose the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with reason thereof , is not applicable.

COMPOSITION OF AUDIT COMMITTEE AND REASON FOR NOT ACCEPTING ANY RECOMMENDATION OF THE AUDIT COMMITTEE, IF ANY

Not Applicable, as Section 177 of the Companies Act, 2013 is not applicable on the Company.

IN CASE OF LISTED COMPANY AND EVERY OTHER PUBLIC COMPANY HAVING SUCH PAID UP SHARE CAPITAL OF RS. 25 CRORE OR MORE, A STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Not applicable, as the Company is not a listed company and the paid up capital of the Company is less than Rs. 25 Crore.

MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB- SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013

The Company is not required to maintain the cost records as specified by Central Government under sub- section (1) of Section 148 of the Companies Act, 2013.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB- SECTION (12) OF SECTION 143 OTHER THAN THOSE REPORTABLE TO THE CENTRAL GOVERNMENT

During the financial year under review, there was no instance of fraud which is reportable to the Central Government.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE

I) BY THE AUDITOR IN HIS REPORT; AND

Not applicable, as there are no qualified, reserved adverse or disclaimer remark made by the Auditor in his Report.

II) BY THE COMPANY SECRETARY IN PRACTICE IN HIS SECRETARIAL AUDIT REPORT;

Not Applicable, as Section 204 of the Companies Act, 2013 is not applicable on the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

ACKNOWLEDGEMENT

Yours Directors are grateful to the Banks, Shareholders, Customers, Distributors, Authorised Dealers, Suppliers and all other business constituents for the valued co-operation and support extended by them to the Company during the year under review. Your Directors sincerely wish to thanks the workers, staff and executives of the Company for the continuous hard work put in by them.

By Order of the Board of Directors

Vinod Ahuja

Chairman

(DIN - 00030390)

Place : Faridabad

Dated: 18th August, 2025.