The Board of Directors have pleasure to present the report of the business and operationsof your Company along with the Audited Accounts for the Financial Year endedMarch 31, 2025. The summarized financial performance for the year ended 31st March,2025 is as follows:
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 previousyear
5144.53
3826.15
Less: Adjustments in Assets
Surplus available for appropriation
6155.15
Other Comprehensive Income
36.69
36.77
Less: Proposed Dividend
Less: Tax on Dividend
Share Premium
695.24
Accelerated depreciation on fixed asset
Balance carried to Balance sheet
6887.09
5876.54
CONSOLIDATED RESULTS- (INR IN LAKHS)
10314.46
11236.28
43.91
9.08
10358.37
11245.36
1412.29
1748.64
163.37
159.44
220.33
270.88
1028.59
1318.32
5146.10
3835.22
Less: Appopriation for NCI
(8.85)
(7.44)
6165.83
6897.77
5878.11
Your directors do not recommend any dividend so as to conserve the resources of thecompany for future needs for the year 2024-25.
Your Company took several initiatives during the last financial year that helped inachieving and consolidating growth in production and sales volumes. Your companytried 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 fromoperations of ^9,432.30 Lakhs. The net profit (excluding other comprehensive income)stood at ^1,010.63 Lakhs. For the year ended March 31, 2024, the Company had recordedstandalone revenue from operations of ^10,005.03 Lakhs. The net profit (excluding othercomprehensive income) for that year was ^1,318.38 Lakhs.
During the year ended March 31, 2025, the Company achieved consolidated revenuefrom operations of ^10,314.46 Lakhs. The net profit (excluding other comprehensiveincome) stood at ^1,028.59 Lakhs. For the year ended March 31, 2024, the Company hadrecorded consolidated revenue from operations of ^11,236.28 Lakhs. The net profit(excluding other comprehensive income) for that year was ^1,318.32 Lakhs.
During the year under review, the Company has profit Rs. 1028.59 Lakh. The amount hasbeen transferred to Reserves and Surplus.
The paid-up equity capital as on March 31, 2025 was Rs. 1098.02 Lakhs. During the yearunder review, the Company has not issued shares with or without differential votingrights nor granted stock options nor sweat equity.
During the year under review, there has been a change in the nature of business of the Companypursuant to the addition in the Main Object Clause of the Memorandum of Association, dulyapproved by the members through a Special Resolution.
A new clause has been inserted after the existing Clause 3(A) 1 of the Memorandum ofAssociation to include the business of construction and development of various types ofresidential, commercial, and infrastructure projects, along with allied activities as specified inthe resolution. This amendment enables the Company to undertake construction, development,and related infrastructure works in India or elsewhere, either independently or in collaborationwith other entities.
The Cash and cash equivalents as at March 31, 2025 was Rs. 155.32 Lakhs. The companycontinues to focus on judicious management of its Working Capital, Receivables,Inventories and other Working Capital parameters were kept under strict check throughcontinuous monitoring.
During the year under review, the Company has not accepted/ renewed deposit frompublic/ shareholders as per the applicable provisions of the new Companies Act, 2013and Companies (Acceptance of Deposits) Rules, 2014. There is no overdue deposit as on31st March, 2025.
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
3.
Agrileeo Agricare Private Limited(Formerly Known as Unjha Spices Private Limited)
4.
Kiositech Engineering Limited
99.94%
The Company has following Associate companies.
Sharayu Mangalam Bioseeds Private Limited
25.00%
Further, a statement containing salient features of the financial statements of ourassociate company in the prescribed format AOC-1 is appended as “Annexure-A” to theBoard's Report. The statement also provides the details of performances, financialposition of our associate concern.
The Company does not have any Joint Venture.
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 asprescribed under Schedule V(E) of the Listing Regulations is annexed to the CorporateGovernance Report.
The Company has in place an Audit Committee in terms of requirements of the Act readwith rules framed thereunder and Listing Regulations. The details relating to the AuditCommittee are given in the Corporate Governance Report forming part of this report. Therecommendations of Audit Committee were duly accepted by the Board of Directors.
In compliance with Regulation 34(3) read with Schedule V(B) of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 (‘Listing Regulations'), Management Discussion and Analysis forms part of thisAnnual Report.
Name of the Directors
Category ofDirectorship
No. of Directorshipin otherCompanies
Shri Pravinkumar M. Patel
Managing Director
3
Shri Mafatlal J. Patel
Chairman
Nil
Shri Dhanajibhai S. Patel
Executive Director
Shri Samir J. Shah
Independent Director
Smt. Riddhi Nimit Shah
Smt. Kruti Jay Trivedi
1
Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules madethereunder, 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 forre-appointment. The Members are requested to consider her re-appointment.
All Independent Directors of the Company have given declarations to the Company underSection 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 ofDirectors. However, subsequent to the year-end tenure of Shri Samir J. Shah, IndependentDirector, 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 duringtheir tenure. The Board, on the recommendation of the Nomination and RemunerationCommittee, appointed Smt. Siddhi Arjun Shah and Shri Ashish Damodarbhai Patel asAdditional Directors (Independent Category) with effect from 23rd July, 2025. Theirappointment is subject to the approval of members at the ensuing General Meeting.
During the year 14 (Fourteen) Board Meetings were convened and held. The details ofwhich are annexed herewith as “Annexure III”. The intervening gap between theMeetings was within the period prescribed under the Companies Act, 2013.
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, andSmt. 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 duringtheir tenure
No Directors are re- appointed during the year under review.
No Independent Directors are re- appointed during the year under review.
No Independent Directors are appointed during the year under review. Subsequent to theyear-end tenure Board on the recommendation of the Nomination and RemunerationCommittee, appointed Shri Siddhi Arjun Shah and Shri Ashish Damodarbhai Patel asAdditional Directors (Independent Category) with effect from 23rd July, 2025. Theirappointment is subject to the approval of members at the ensuing General Meeting.
Mr. Mafatlal Jethalal Patel (DIN: 03173737) who retires by rotation and being eligibleoffers himself for re-appointment.
The details of Directors seeking appointment, re-appointment at the ensuing AnnualGeneral Meeting has been provided in the Notice of the Annual General Meeting, formingpart of the Annual Report.
All the Independent Directors have given declaration to the Company stating theirindependence pursuant to Section 149(6) of the Companies Act, 2013 and there has beenno change in the circumstances which may affect their status as independent directorduring the year.
Details of Loans, guarantees and investments covered under the provisions of Section186 of the Companies Act, 2013 form part of the notes to the Financial Statementsprovided in this Annual Report.
The Company has an Internal Control System, commensurate with the size, scale andcomplexity of its operations.
a) Company ensures that the operations are conducted in the manner whereby optimumutilization and maximum possible savings of energy is achieved.
b) As the impact of measures taken for conservation and optimum utilization of energy arenot quantitative, its impact on cost cannot be stated accurately.
c) Since the Company does not fall under the list of industries, which should furnish thisinformation in Form A annexed to the aforesaid Rules, the question of furnishing thesame does not arise.
d) Company's products are grown by using in-house know how and no outside technologyis being used for operational activities. Therefore, no technology absorption is required.The Company constantly strives for maintenance and improvement in quality of itsproducts and entire Research & Development activities are directed to achieve theaforesaid goal.
e) During the period under review there is no foreign exchange earnings and out flow.
A) Details of R & D Activity
Ý The Company has a Research & Development unit working under the expertise ofeminent scientist of Gujarat.
Ý Mr. Hardik R. Patel is the Research Scientist.
Ý The Company has two Research & Development farms, situated at Maktupur and Valadvillage having land of 14.25 acres and 33.71 acres respectively.
Ý Innovation is a journey and your company is well placed to ensure that it continues tomaintain a strong track record in this field.
During the year under review, your Company enjoyed cordial relationship with workersand employees at all levels.
In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to statethat:
i) In the preparation of the annual accounts, the applicable accounting standards have beenfollowed.
ii) The directors have selected such accounting policies and applied them consistently andmade judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and of theprofit or loss of the Company for the year under review.
iii) The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 companyand 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 allapplicable laws and that such system was adequate and operating effectively.
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters,Key Managerial Personnel or other designated persons which may have potential conflictwith interest of the company at large. Details have been given in Form AOC-2 annexed asAnnexure-B.
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 (FirmRegistration No. 135024W) as the Statutory Auditor of the Company to hold office for aterm of Five year commencing from the conclusion of the 13th AGM up to the conclusionof 18th AGM of the Company to be held in the year 2028.
The Auditor's Report, on the Standalone as well as Consolidated Financial Statements forthe Financial Year 2024-25 forms part of this Annual Report and it does not contain anyqualification, reservation or adverse remark. And, therefore, it does not call for anyfurther comments from the Board of Directors.
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014, the Board of your Company atits meeting held on June 29, 2024 had appointed Mr. Nayan P. Pitroda of M/s PitrodaNayan & Co, Practicing Company Secretary, (CP No. 23912) as the Secretarial Auditor ofthe Company to undertake the secretarial audit of the Company for the Financial Year2024-25.
The Secretarial Audit Report for the Financial year ended March 31, 2025 in Form No. MR-3pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Rulesmade 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 consideredthe same and provides the following explanation: the said observations are procedural innature, and the Company is in the process of taking necessary steps to ensure full compliance
Pursuant to the provisions of Section 148 (1) of the Act read with the Companies (CostRecords and Audit) Rules, 2014, your Company is not required to maintain cost recordsand accordingly no such audit is required to be conducted.
During the year under review, there were no significant and material orders passed bythe regulators or courts or tribunals impacting the going concern status and Company'soperations in future.
The Directors are adhered to comply with the provisions of all applicable SecretarialStandards viz. the Secretarial Standard-1 on Board Meetings (SS-1) and the SecretarialStandard-2 on General Meetings (SS-2) issued by The Institute of Company Secretariesof India and approved by the Central Government. During the year under review, yourCompany has followed compliance with the applicable Secretarial Standards-SS-1 andSS-2.
The Annual Return of the Company as on March 31, 2025 is available on the Company'swebsite and can be accessed at http://www.mangalamseeds.com/
There was no instance of fraud during the year under review, which required theStatutory Auditors to report to the Audit Committee and/or Board under section 143(12)of Act and Rules framed thereunder.
The Corporate Social Responsibility Committee (CSR Committee) has formulated andrecommended to the Board, a Corporate Social Responsibility Policy (CSR Policy)indicating the activities to be undertaken by the Company, which has been approved bythe Board. The CSR Policy may be accessed on the Company's website at the linkhttp://www.mangalamseeds.com/
The Average Net Profits of the Company for the last three financial years isRs. 11,79,72,613/- and accordingly the prescribed CSR expenditure during the FinancialYear 2024-25 was Rs. 23,59,452/- (i.e. 2% of the Average Net Profits of the Company forthe last three financial years). The Company had undertaken to spend an amount ofRs. 23, 60,000/- during the Financial Year 2024-25 against the mandatory requirementof 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.
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 harmoniousduring the year and management received full cooperation from employees.
Statements in the Boards' Report and the Management Discussion and Analysisdescribing the Company's objectives, explanations and predictions, may be forwardlooking within the meaning of applicable securities laws and regulations. Actual resultsmay differ materially from those expressed in the statement. Important factors that couldinfluence the company's operations include: global and domestic demand and supplyconditions affecting selling prices, new capacity additions, availability of criticalmaterials and their cost, changes in government policies and tax laws, economicdevelopment of the country, and other factors which are material to the businessoperations of the Company.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementof the Sexual Harassment of Women at Workplace (Prevention, Prohibition andRedressal) Act, 2013. All employees are covered under this policy. The Company has alsocomplied 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.
Details
Number of Sexual Harassment Complaintsreceived
0
Number of Sexual Harassment Complaintsdisposed off
Number of Sexual Harassment Complaintspending beyond 90 days.
ACKNOWLEDGEMENT:
Your directors place on records their sincere appreciation for the dedication, hard workand commitment of the employees at all levels and their significant contribution to yourCompany's growth. Your Company is grateful to the Distributors, Dealers, and Customersfor their support and encouragement. Your directors thank the Banks, FinancialInstitutions, Government Departments and Shareholders and look forward to having thesame 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