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Manglam Global Corporations Ltd Directors Report

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Manglam Global Corporations Ltd Share Price directors Report

To,

The Members,

Manglam Global Corporations Limited

(Formerly known as Kshitij Investments Limited)

Your Directors are pleased to present their 47th Annual Report on the state of affairs of the Company together with the Audited Financial Statement (Standalone) of Accounts and the Auditors’ Report of Manglam Global Corporations Limited (Formerly known as Kshitij Investments Limited) ["the Company’’] for the year ended 31st March, 2026.

1. FINANCIAL RESULTS

The Company Financial Performance (Standalone) for the financial year ended on 31st March, 2026 under review is given hereunder:

(Amount in Thousands)
PARTICULARS Standalone Financial Statements
2025-2026 2024-2025
Net Sales /Income from Business Operations 193,375.61 38842.21
Other Income 232.11 378.78

Total Income

193,607.72 39220.99
Less: Total Expenses 190,796.52 38789.99
Profit/(Loss) before Exceptional Item and tax 2,811.20 431
Less: Exceptional Item 168.87 -

Profit/(Loss) before tax

2,642.33 431
Less: Current Income Tax 58.42 -
Less: Deferred Tax (771.80) -

Net Profit/(Loss) after Tax

3,355.71 431
Earnings per share (Basic) 0.34 0.14
Earnings per Share (Diluted) 0.34 0.14

2. REVIEW OF OPERATIONS

During the year under review, the Standalone total Income was Rs. 193,607.72 (thousand) against Rs. 39220.99 (thousand) for the corresponding previous year.

Total Comprehensive profit for the period was Rs. 3,355.71 (thousand) as against the profit of Rs. 431 (thousand) in the corresponding previous year.

The Company is deploying its resources in the best possible way to increase business volumes and plans to achieve increased business.

3. DIVIDENDS

In order to conserve resources for future growth and expansion, the Directors do not recommend any dividend on equity share capital of the Company for the Financial Year ended on 31st March, 2026.

4. TRANSFER TO RESERVES

As no transfer to any reserve is proposed, the entire balance available in the statement of profit and loss is retained in it.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

6. CHANGE IN THE NATURE OF THE BUSINESS

No change in the nature of business activities during the year.

7. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the report as Annexure I and is incorporated herein by reference and forms an integral part of this report.

8. BUSINESS OUTLOOK

The Company is engaged in the business of trading, marketing, processing, import and export of agricultural and non-agricultural commodities, food products and Fast-Moving Consumer Goods (FMCG), including grains, pulses, spices, vegetables, herbs and other products derived from agricultural and farming activities. The Company continues to strengthen its presence in these segments through efficient sourcing, robust supply chain management and the expansion of its customer and supplier network.

The outlook for the agri-commodities, food products and FMCG sectors remains positive, supported by increasing domestic consumption, evolving consumer preferences, growing demand for quality and value-added products, expansion of organized retail and e-commerce channels, and emerging opportunities in both domestic and international markets. These trends are expected to contribute to the sustained growth of the sector over the medium and long term.

During the year under review, the Company continued to explore and capitalize on opportunities across various agricultural and food product categories. The Company remains committed to enhancing its operational capabilities, broadening its market reach and strengthening its distribution network. It also continues to evaluate opportunities in allied and value-added product segments with a view to diversifying its business portfolio and enhancing revenue streams.

The Company remains focused on achieving sustainable growth through disciplined business practices, efficient working capital management, prudent financial and operational planning and strict adherence to applicable regulatory requirements. The management continues to identify and evaluate opportunities that are aligned with the Companys strategic objectives and capable of generating long-term value for its shareholders and other stakeholders.

Going forward, the Company will continue to focus on strengthening its core business operations, expanding its market presence and improving operational efficiencies. The Board is confident that the Companys strategic initiatives, business fundamentals and growth-oriented approach will support sustainable growth and create enduring value for all stakeholders.

9. SHARE CAPITAL

As on 31st March, 2026, the Authorised share capital of the Company is Rs. 15,00,00,000/- (Rupees Fifteen Crore only) divided into 1,50,00,000 (Rupees One Crore and Fifty Lakhs Only) Equity Shares of Rs 10/- (Rupees Ten only) each; and Issued, Subscribed and Paid-up share capital of the Company is Rs. 10,00,00,000/- (Rupees Ten Crores Only) divided into 1,00,00,000 (One Crore Only) Equity Shares of Rs.

10/- (Rupees Ten only) each. The Company has only one class of equity shares having at par value of Rs. 10/- per share. Each holder of equity shares entitled to one vote per share.

During the financial year 2025-26, the Company made Preferential Allotment of 68,47,600 Equity Shares of Rs. 10/- each aggregating to Rs. 6,84,76,000/- (Rupees Six Crores Eighty-Four Lakhs Seventy-Six Thousand Only) in accordance with the applicable provisions of the Companies Act, 2013 and rules made thereunder. Consequent to the said allotment, the paid-up share capital of the Company increased accordingly.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Changes in Directors:

Directors as on 31st March, 2026

S. No. Name of Director DIN Designation

1 Mr. Rohit Agrawal

06531456 Chairman, Executive Director

2 Mr. Rahul Agrawal

06532413 Managing Director

3 Ms. Suvarna Ramchandra Shinde

09751614 Independent Director

4 Ms. Krati Maheshwari

09611183 Independent Director

5 Ms. Anshika Goyal

10635687 Independent Director

b) Key Managerial Personnel:

Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on 31st March, 2026:

S.No Name of KMP Designation
1 Mr. Aman Agrawal Chief Financial Officer
2 Ms. Nalini Kankani Company Secretary and Compliance officer

c) Declaration by Independent Director(s):

The company has received the necessary declaration from each Independent Directors in accordance with Section 149 (7) of the Companies Apt 2013, that they meet the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act 2013 and Regulation 16(1) (b) of the SEBI Listing Regulations.

All Independent Directors of the Company have affirmed compliance with the Schedule IV of the Act and Companys Code of Conduct for Directors and Senior Management.

All the Independent Directors of the Company have complied with the requirement of inclusion of their names in the data bank of Independent Directors maintained by Indian Institute of Corporate Affairs and they meet the requirements of proficiency self-assessment test.

d) Formal Annual Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement/ SEBI (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its committees. The Directors expressed satisfaction with the evaluation process.

11. MEETINGS OF THE BOARD

During the year, 7 (Seven) Board Meetings were convened and held, the details of which are given below. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013, Secretarial Standards and the SEBI (LODR) Regulations, 2015.

The Meetings that were held in the financial year 2025-2026:

S. No. Meeting Date
1. Board Meeting 29/05/2025
2. Board Meeting 10/07/2025
3. Board Meeting 14/08/2025
4. Board Meeting 13/11/2025
5. Board Meeting 05/01/2026
6. Board Meeting 11/02/2026
7. Board Meeting 25/03/2026

12. MEETINGS OF THE INDEPENDENT DIRECTORS

During the Financial Year 2025-2026, 1 (One) Meetings of Independent Directors was held on 11/02/2026 without the attendance of Non-Independent Directors and members of the Management to discuss and to review the performance of Non-Independent Directors and the Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

13. MEETINGS OF THE COMMITTEES

There are currently three committees of the Board, as following:

a. Audit Committee

The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect of auditing and accounting matters. It also supervises the Company’s financial reporting process.

During the Financial Year 2025-2026, 5 (five) Meetings were held on 29/05/2025, 14/08/2025, 13/11/2025, 11/02/2026, 25/03/2026. The time gap between any two meetings was not more than 4 months and the Company has complied with all the requirements as mentioned under the Listing Agreement/SEBI (LODR) Regulations, 2015 and the Companies Act, 2013.

The composition of the Audit Committee is as under:

S. No. Name Category Designation

1. Suvarna Ramchandra Shinde

Independent Director Chairman

2. Krati Maheshwari

Independent Director Member

3. Anshika Goyal

Independent Director Member

b. Nomination and Remuneration Committee

The Committee’s constitution and terms of reference are in compliance with provisions of section 178 of the Companies Act, 2013, Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

During the Financial Year 2025-2026, 1 (One) Meeting was held on 14/08/2025.

The composition of Nomination and Remuneration Committee constituted as under:

S. No. Name Category Designation

1. Suvarna Ramchandra Shinde

Independent Director Chairman

2. Krati Maheshwari

Independent Director Member

3. Anshika Goyal

Independent Director Member

c. Stakeholders Relationship Committee

The terms of reference are in line with Section 178 of the Companies Act, 2013 and Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee reviews Shareholder’s/ Investor’s complaints like non-receipt of

Annual Report, physical transfer/ transmission/transposition, split/ consolidation of share certificates, issue of duplicate share certificates etc. This Committee is also empowered to consider and resolve the grievance of other stakeholders of the Company including security holders.

During the Financial Year 2025-2026, 1 (One) Meeting was held on 11/02/2026.

The composition of the Committee constituted as under:

S. No. Name Category Designation

1. Suvarna Ramchandra Shinde

Independent Director Chairman

2. Krati Maheshwari

Independent Director Member

3. Anshika Goyal

Independent Director Member

14. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

15. PARTICULARS OF EMPLOYEES

The provisions of Section 197 read with rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of Rs.1.20 Crore per year during the financial year 2025-26. Details regarding rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are disclosed in the Annexure III attached herewith this report.

16. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirms that:

(a) In the preparation of the annual accounts, 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 of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) 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;

(d) The directors have prepared the annual accounts on a going concern basis; and

(e) 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.

(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

During the Financial Year under review, Shri Krishnam Industries Private Limited became a Wholly Owned Subsidiary of the Company pursuant to the approval accorded by the Board of Directors at its meeting held on 25th March, 2026 and the approval of the shareholders obtained at the Extra-Ordinary General Meeting held on 27th April, 2026. Consequent upon the acquisition of 100% of the equity share capital of Shri Krishnam Industries Private Limited by the Company, it became a Wholly Owned Subsidiary of the Company.

Further, the Board of Directors at its meeting held on 25th March, 2026 and the shareholders at the ExtraOrdinary General Meeting held on 27th April, 2026 approved the proposal for acquisition of 100% of the equity share capital of Manglam Food Products Private Limited with a view to making it a Wholly Owned Subsidiary of the Company. However, the acquisition of the said shareholding and completion of the related transaction formalities are still under process. Accordingly, as on the date of this Report, Manglam Food Products Private Limited has not become a Wholly Owned Subsidiary of the Company.

Accordingly, as on the date of this Report, the Company has one Wholly Owned Subsidiary. The Company does not have any joint venture or associate company.

During the Financial Year, no company ceased to be a subsidiary, joint venture or associate company of the Company.

18. STATUTORY AUDITORS:

M/s. D M K H & Co., Chartered Accountants, were the Statutory Auditors of the Company during the financial year ended March 31, 2026. Subsequently, they tendered their resignation vide letter dated June 08, 2026, resulting in a casual vacancy in the office of the Statutory Auditors of the Company.

Pursuant to the provisions of Section 139(8) of the Companies Act, 2013, and based on the recommendation of the Audit Committee, the Board of Directors at its Meeting held on June 11, 2026, appointed M/s. A K B JAIN & CO., Chartered Accountants (Firm Registration No. 003904C), as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. D M K H & Co., Chartered Accountants, subject to the approval of the Members.

19. AUDITORS’ REPORT

Explanation on Statutory Auditors comments:

The comments made in Auditors Report read with notes on accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

20. SECRETARIAL AUDIT

In terms of Section 204 of the Act and Rules made there under, M/s. Ravi Patidar and Associates, Practicing Company Secretaries have been appointed Secretarial Auditors of the Company. The Secretarial Audit Report forms part of Annual report as Annexure II.

21. INTERNAL FINANCIAL CONTROLS AND ADEQUECY

The Company has in place adequate internal financial controls with reference to the financial statement. The Internal Audit of the Company is regularly carried out to review the internal control systems and processes. The Audit Committee of the Board periodically reviews the internal control systems with the management,

Internal Auditors and Statutory Auditors. Significant internal audit findings are discussed and follow-ups are taken thereon.

Further, Mr. Agrawal Aayush and Associates, Firm Registration number: 032918C was re-appointed as an Internal Auditor of the Company for the Financial Year 2026-27.

22. EMPLOYEES’ STOCK OPTION PLAN

The Company has not provided stock options to any employee.

23. VIGIL MECHANISM

The company has formulated a Whistle Blower Policy to provide Vigil Mechanism for employees of the company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177 (9) of the Act and the Listing Regulations.

24. RISK MANAGEMENT POLICY

The Companys principal financial liabilities include trade and other payables. The Companys principal financial assets include cash and cash equivalents and others. The Company is exposed to liquidity risk and market risk. The Company’s senior management oversees the management of these risks. The Companys senior management provides assurance that the Company’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Companys policies and risk objectives. Risk management policy of the company has been placed on the Company website https://manglamglobal.in Presently, Regulation 21 of the SEBI LODR with respect to Risk Management Committee is not applicable to your Company.

25. CORPORATE GOVERNANCE

As stipulated vide regulation 15(2) of the SEBI (LODR) Regulations, 2015, the requirement of furnishing report on corporate governance is not applicable to your Company as its paid-up capital and net-worth is below the threshold limit prescribed for the purpose.

26. DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of loans, guarantees, investments and securities covered under the provisions of Section 186 of the Companies Act, 2013 form part of the notes to the Financial Statements.

During the financial year under review, the Company granted a loan aggregating to 4,70,00,000 to M/s. Manglam Food Products Private Limited. The Company has not provided any guarantee or security, nor made any investment covered under the provisions of Section 186 of the Companies Act, 2013 during the year.

28. RELATED PARTY TRANSACTIONS

All Related Party transactions that were entered into during the financial year under reference were on the arm’s length basis and were in ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions between the Company and the Promoters, Directors, Key Managerial Personnel, Subsidiaries, relatives or other designated persons, which may have a potential conflict with the interest of the Company at large. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in form AOC-2 as Annexure IV in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is applicable to the Company. Please refer Notes of Significant accounting policies and Notes to accounts for related party transactions as per IND AS-24 and Schedule V of the SEBI (LODR) 2015 as amended from time to time.

All Related Party Transactions were placed before the Audit Committee and have been approved by the Board. Omnibus approval of Audit Committee is obtained for the transactions that are foreseen and repetitive in nature.

Your Company has formulated a policy on related party transactions, which is also available on Company’s website https://manglamglobal.in

29. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE

a. Conservation of Energy, Technology Absorption

Company has limited scope for undertaking energy conservation exercises, but nevertheless continues to emphasize work practices that result in conservation of energy. At the offices of your Company, special emphasis is placed on installation of energy-efficient lighting devices, use of natural light as best as possible, and adoption of effective procedures for conservation of electricity, water, paper and other materials that consume natural resources.

b. Technology absorption

The activities of the Company do not as such involve any technology absorption or expenditure on research and development. Nonetheless, the Companys endeavours would be to achieve what is best possible in its business.

c. Foreign Exchange Earning and Outflow

During the year under review, there was no earning or outgoing in foreign exchange.

30. COST AUDIT

As per the Cost Audit Orders and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Cost Audit is not applicable to our Company.

31. CORPORATE SOCIAL RESPONSIBILITIES (CSR)

Pursuant to Section 135 of the Companies Act, 2013, every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility (CSR) Committee of the Board. Your Company does not fall under the provisions of aforesaid Section; therefore, CSR Committee has not been constituted.

32. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working in Company’s premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

During the year, pursuant to the legislation Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013 introduced by the Government of India, which came into effect from 9 December 2013, the Company has framed a Policy on Prevention of Sexual Harassment at Workplace. There was no case reported during the year under review under the said Policy.

33. SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

35. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF

THE COMPANY:

No material changes and commitments, affecting the financial position of the Company occurred between the end of the Financial Year of the Company i.e., 31st March, 2026 and the date of this Directors’ Report i.e., 11th June, 2026 except as mentioned in this Report.

36. WEBSITE

As per Regulation 46 of SEBI (Listing, Obligation and Disclosure Requirements) Regulation, 2015, the

Company has maintained a functional website namely " https://manglamglobal.in " containing basic information about the Company like: Details of business, financial information, shareholding pattern, compliance, contact information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company. The contents of the said website are updated on regular basis.

37. ACKNOWLEDGEMENT

The Board of Directors would like to acknowledge all its stakeholders and is grateful for the support received from suppliers and business associates.

Your directors take this opportunity to place on record their appreciation and sincere gratitude to the Government of India, Government of Maharashtra and the Bankers to the Company for their valuable support and look forward to their continued co-operation in the years to come.

For and On Behalf of the Board of Directors

For Manglam Global Corporations Limited

(Formerly known as Kshitij Investments Limited)

Sd/-

Sd/-

Rohit Agrawal

Rahul Agrawal
Director Director
DIN: 06531456 DIN: 06532413
Date: 11th June, 2026
Place: Pipariya

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