Your Directors are pleased to present the 10th Board's Report on the Business and Operations of theCompany together with the Audited Financial Statements along with the Auditor's Report for the FinancialYear ended on 31st March, 2025.
The financial performance of the Company for the Financial Year ended on 31st March, 2025 and for theprevious financial year ended on 31st March, 2024 are summarized as below:
Particulars
2024-25
2023-24
Revenue from Operations
1018.35
876.28
Other Income
58.73
28.33
Total Income
1077.09
904.60
Total Expenses
1070.37
802.44
Profit / Loss Before Exceptional and Extra Ordinary Itemsand Tax
6.71
102.16
Exceptional and Extra Ordinary Items
0.00
Profit / Loss Before Tax
Tax Expense: Current Tax
1.75
26.56
Deferred Tax
(3.31)
Profit / Loss for the Period / After Tax
8.28
73.85
Earnings Per Share (EPS)
Basic
0.12
1.52
Diluted
1.78
Total revenue from operations for Financial Year 2024-25 is Rs 1018.35 compared to the total revenue fromoperations of Rs. 876.28 Lakhs of previous Financial Year. The Company has incurred profit before tax for theFinancial Year 2024-25 of Rs. 6.71 Lakhs as compared to Profit before tax of Rs. 102.16 Lakhs of previousFinancial Year. Net Profit after Tax for the Financial Year 2024-25 is Rs.8.28 Lakhs as against Net Profit aftertax of Rs. 73.85 Lakhs of previous Financial Year.
The Directors are continuously looking for the new avenues for future growth of the Company and expectmore growth in the future period.
During the Financial Year 2024-25 there was no changes in nature of Business of the Company.
Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March 31, 2025 isavailable on the Company's website at www.magentamattresses.com.
The Authorised Equity share capital of the Company as on 31st March, 2025 is Rs. 7,00,00,000/- (RupeesSeven Crores Only) divided into 70,00,000 (Seventy Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only)each.
The Paid-up Equity share capital of the Company as on 31st March, 2025 is Rs. 6,86,99,360/- (Rupees SixCrores Eighty-Six Lakhs Ninety-Nine Thousand Three Hundred Sixty Only) divided into 68,69,936 (Sixty-Eight Lakhs Sixty-Nine Thousand Nine Hundred Thirty-Six) equity shares of Rs. 10/- (Rupees Ten Only).
To conserve the resources for future prospect and growth of the Company, your directors do not recommendany dividend for the Financial Year 2024-25 (Previous Year - Nil).
Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimedfor a period of seven years shall be transferred to the Investor Education and Protection Fund ("IEPF").During the year under review, there was no unpaid or unclaimed dividend in the "Unpaid Dividend Account"lying for a period of seven years from the date of transfer of such unpaid dividend to the said account.Therefore, there were no funds which were required to be transferred to Investor Education and ProtectionFund.
The profit of the Company for the Financial Year ending on 31st March, 2025 is transferred to profit and lossaccount of the Company under Reserves and Surplus.
9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN DURING THE FINANCIAL YEAR TO WHICH THEFINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:
A major highlight for the year under review was that the Company successfully came out with anInitial Public Offer of equity shares of the Company aggregating to Rs. 700.00 Lakhs. The issue wasentirely Fresh Issue of equity shares. The Company had filed Draft Prospectus with the Securities andExchange Board of India ("the SEBI") on October 31, 2023 in accordance with the Securities andExchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. TheCompany filed the Prospectus on May 29, 2024. The issue was open for subscription from June 5,2024 to June 7, 2024. The Company received listing and trading approval from BSE Limited ("theBSE") on June 12, 2024.
Your directors believes that the listing of the Company would provide the right platform to take itsbrand(s) to greater heights, enhance visibility and provide liquidity to the shareholders. TheCompany's IPO received an overwhelming response and was oversubscribed by 983.19 times,reflecting an investor appetite for the issue. The Equity Shares of the Company were listed with asubstantial gain from its offer price.
We are gratified and humbled by the faith shown in the Company by the market participants. We arealso grateful to our customers for their trust shown in our capabilities to consistently deliver high-quality services.
There is no significant material orders passed by the Regulators or Courts or Tribunal, which would impactthe going concern status of the Company and its future operation.
The Directors of the Company met at regular intervals at least once in a quarter with the gap between twomeetings not exceeding 120 days to take a view of the Company's policies and strategies apart from theBoard Matters.
During the year under the review, the Board of Directors met 10 (Ten) times viz. 10th May, 2024, 17th May,2024, 22nd May, 2024, 29th May, 2024, 10th June, 2024, 5th July, 2024, 6th September, 2024, 14th November,2024, 2nd December, 2024 and 3rd March, 2025.
In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013, to thebest of their knowledge and belief the Board of Directors hereby submit that:
a In the preparation of the Annual Accounts, for the year ended on 31st March, 2025 the applicableaccounting standards read with requirements set out under Schedule III to the Act, have been followedand there is no material departure from the same;
b. The Directors had 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 ofthe Company at the end of financial year and of the profit of the Company for the financial year ended on31st March, 2025.
c The Directors had taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities;
d. The Directors had prepared the Annual Accounts on a going concern basis;
e. The Directors had laid down internal financial controls to be followed by the Company and that suchinternal financial controls are adequate and are operating effectively and
f The Directors had devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.
The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as the Companydoes not fall under the criteria limits mentioned in the said section of the Act.
Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate SocialResponsibility.
The observations of the Statutory Auditor, when read together with the relevant notes to theaccounts and accounting policies are self-explanatory and do not call for any further comment.
The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointedMr. Gaurav Bachani, Proprietor of M/s. Gaurav Bachani & Associates, Company Secretaries,Ahmedabad (FRN: S2020GJ718800) as a Secretarial Auditor of the Company to conduct SecretarialAudit for the Financial Year 2024-25.
The Secretarial Audit Report for the Financial Year 2024-25 is annexed herewith as Annexure - IIin Form MR-3.
The report of the Secretarial auditor has not made any adverse remark in their Audit Reportexcept:
a) The Company has filed the Statement of deviation after the due date (i.e. within 45 days fromthe quarter end) as per Regulation 32 of the Securities and Exchange Board India (ListingObligations and Disclosure Requirements) Regulations, 2015 for the quarter ended on 30thSeptember, 2024.
The delay in filing the Statement of Deviation for the quarter ended 30th September 2024 was dueto administrative delays in compiling and verifying the necessary information. The Company hasduly complied and taken steps to avoid such delays going forward.
b) During the year under review, E-form DPT-3 for return of deposits was not filed as per Rule 16and 16A of the Companies (Acceptance of Deposits) Rules, 2014.
The E-form DPT-3 was not filed during the year due to an inadvertent oversight. The Company istaking necessary steps to ensure such lapses do not occur in the future.
During the year Company has made investments under the provisions of section 186 of the Companies Act,2013 and disclosures for the said investment is provided in the notes to financial statement.
All transactions to be entered by the Company with related parties will be in the ordinary course of businessand on an arm's length basis. However, the Company has not entered into any related party transaction, asprovided in Section 188 of the Companies Act, 2013, with the related party. Hence, Disclosure as requiredunder Section 188 of the Companies Act, 2013 is not applicable to the Company.
The Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI(Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, andprovides the Company's current working and future outlook as per Annexure - I.
The Company has in place adequate internal financial controls with reference to financial statement acrossthe organization. The same is subject to review periodically by the internal audit cell for its effectiveness.During the financial year, such controls were tested and no reportable material weaknesses in the design oroperations were observed. The Statutory Auditors of the Company also test the effectiveness of InternalFinancial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinionforms part of the Independent Auditor's report.
Internal Financial Controls are an integrated part of the risk management process, addressing financial andfinancial reporting risks. The internal financial controls have been documented, digitized and embedded inthe business processes.
Assurance on the effectiveness of internal financial controls is obtained through management reviews,control self-assessment, continuous monitoring by functional experts. We believe that these systems providereasonable assurance that our internal financial controls are designed effectively and are operating asintended.
During the year, no reportable material weakness was observed.
19. RESERVES & SURPLUS:
Sr. No.
Amount
1.
Balance at the beginning of the year
138.13
2.
Securities Premium account
558.55
3.
Current Year's Profit / Loss
Total
704.96
The Company has framed formal Risk Management framework for risk assessment and risk minimization forIndian operation which is periodically reviewed by the Board of Directors to ensure smooth operations andeffective management control. The Audit Committee also reviews the adequacy of the risk managementframe work of the Company, the key risks associated with the business and measures and steps in place tominimize the same.
The details of conservation of energy, technology absorption etc. as required to be given under section134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, is not given as theCompany has not taken any major step to conserve the energy etc.
There were no foreign exchange earnings or outgo during the year under review.
Foreign exchange earnings and outgo
F.Y. 2024-25
F.Y. 2023-24
Foreign exchange earnings
Nil
CIF value of imports
Expenditure in foreign currency
4.
Value of Imported and indigenous Raw Materials,Spare-parts and Components Consumption
The Remuneration policy is directed towards rewarding performance based on review of achievements on aperiodical basis. The remuneration policy is in consonance with the existing industry practice and is designedto create a high-performance culture. It enables the Company to attract, retain and motivate employees toachieve results. The Company has made adequate disclosures to the members on the remuneration paid toDirectors from time to time. The Company's Policy on director's appointment and remuneration includingcriteria for determining qualifications, positive attributes, independence of a director and other mattersprovided under Section 178 (3) of the Act is available on the website of the Company atwww.magentamattresses.com.
The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.
During the year under review, the Company has complied with the applicable Secretarial Standards issued bythe Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensurecompliance with its provisions and is in compliance with the same.
During the year under review, neither the Statutory nor the Secretarial Auditors has reported to the AuditCommittee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the
Company by its officers or employees, the details of which would need to be mentioned in the Board's Report.
Management Discussion and Analysis Report for the year under review, as stipulated in Regulation 34(2)(e)of SEBI Listing Regulations is given as a separate part of the Annual Report. It contains a detailed write upand explanation about the performance of the Company.
The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors,pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the feedback ofDirectors on various parameters including:
• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporategovernance practices, participation in the long-term strategic planning, etc.);
• Structure, composition, and role clarity of the Board and Committees;
• Extent of co-ordination and cohesiveness between the Board and its Committees;
• Effectiveness of the deliberations and process management;
• Board / Committee culture and dynamics; and
• Quality of relationship between Board Members and the Management.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities andExchange Board of India on January 5, 2017.
The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman ofthe Nomination and Remuneration Committee had one-on-one meetings with each Executive and Non¬Executive, Non-Independent Directors. These meetings were intended to obtain Directors' inputs oneffectiveness of the Board/ Committee processes.
In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as awhole, and the Chairman of the Company was evaluated, taking into account the views of Executive Directorsand Non-Executive Directors.
The Nomination and Remuneration Committee reviewed the performance of the individual directors and theBoard as a whole.
In the Board meeting that followed the meeting of the independent directors and the meeting of Nominationand Remuneration Committee, the performance of the Board, its committees, and individual directors wasdiscussed.
The evaluation process endorsed the Board Members' confidence in the ethical standards of the Company,the resilience of the Board and the Management in navigating the Company during challenging times,cohesiveness amongst the Board Members, constructive relationship between the Board and theManagement, and the openness of the Management in sharing strategic information to enable BoardMembers to discharge their responsibilities and fiduciary duties.
The Board carried out an annual performance evaluation of its own performance and that of its committeesand individual directors as per the formal mechanism for such evaluation adopted by the Board. Theperformance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.
The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole wascarried out by the Independent Directors. The exercise of performance evaluation was carried out through astructured evaluation process covering various aspects of the Board functioning such as composition of theBoard & committees, experience & competencies, performance of specific duties & obligations, contributionat the meetings and otherwise, independent judgment, governance issues etc.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and DisclosureRequirements) Regulations, 2015, the Board has carried out the annual performance evaluation of theDirectors individually as well as evaluation of the working of the Board by way of individual feedback from
directors.
The evaluation frameworks were the following key areas:
a) For Non-Executive & Independent Directors:
• Knowledge
• Professional Conduct
• Comply Secretarial Standard issued by ICSI Duties
• Role and functions
b) For Executive Directors:
• Performance as leader
• Evaluating Business Opportunity and analysis of Risk Reward Scenarios
• Key set investment goal
• Professional conduct and integrity
• Sharing of information with Board.
• Adherence applicable government law
The Directors expressed their satisfaction with the evaluation process.
The Company has established vigil mechanism and framed whistle blower policy for Directors andemployees to report concerns about unethical behavior, actual or suspected fraud or violation ofCompany's Code of Conduct or Ethics Policy.
The Company has framed "Business Conduct Policy". Every employee is required to review andsign the policy at the time of joining and an undertaking shall be given for adherence to the policy.The objective of the policy is to conduct the business in an honest, transparent and in an ethicalmanner. The policy provides for anti-bribery and avoidance of other corruption practices by theemployees of the Company.
The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel)Rules, 2014 are not applicable to the Company as none of the Employees of the Company has receivedremuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment &Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2024-25.
During the year under review, the Company has not entered into any materially significant related partytransactions which may have potential conflict with the interest of the Company at large. Suitable disclosuresas required are provided in AS-18 which is forming the part of the notes to financial statement.
The Directors and Key Managerial Personnel of the Company are summarized below:
Name
Designation
DIN/PAN
Mr. Divyesh Vipinchandra Modi
Managing Director
02016172
Ms. Khyati Modi
Non-Executive Non-Independent Director
06727195
Ms. Nidhi Bansal
Non-Executive Independent Director
09693120
Mr. Nandish Shaileshbhai Jani
09565657
5.
Mr. Malvik Sureshkumar Mehta
Chief Financial Officer
AMVPM0170G
6.
Mr. Vipinchandra Somalal Modi
09824996
7.
Ms. Hardika Ladha
Company Secretary and Compliance officer
AVMPL1205F
8.
Ms. Chinu Kalal
09568622
9.
Ms. Anita Kumawat
ESBPK8372N
4Ms. Nidhi Bansal has been appointed as an additional Non-Executive and Independent Director of the company w.e.f. 6th September,2024 and regularized by the shareholder in the meeting held on 28th September, 2024.
2Ms. Chinu Kala resigned from the post of Non-Executive and Independent Director of the company w.e.f. 6th September, 2024.
3Ms. Anita Kumawat resigned from the post of Company Secretary and Compliance officer w.e.f. 2nd December, 2024.
4Ms. Hardika Ladha has been appointed as Company Secretary and Compliance Officer w.e.f. 3rd March, 2025.
Apart from the above changes, there were no other changes in the composition of the Board of Directors ofthe Company during the Financial Year 2024-25 and till the date of Board's Report.
As per Companies Act, 2013, the Independent Directors are not liable to retire by rotation.
Mr. Nandish Shaileshbhai Jani and Ms. Nidhi Bansal, Independent Directors of the Company have confirmedto the Board that they meet the criteria of Independence as specified under Section 149 (6) of the CompaniesAct, 2013 and they qualify to be Independent Director. They have also confirmed that they meet therequirements of Independent Director as mentioned under Regulation 16 (1) (b) of SEBI (Listing Obligationand Disclosure Requirements) Regulations, 2015. The confirmations were noted by the Board.
Since the Company has listed its specified securities on the SME Exchange therefore by virtue of Regulation15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with thecorporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation(2) of regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence, CorporateGovernance does not form part of this Board's Report.
As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed any depositsduring the financial year. Hence, the Company has not defaulted in repayment of deposits or payment ofinterest during the financial year.
Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried theevaluation of its own performance, performance of Individual Directors, Board Committees, including theChairman of the Board on the basis of attendance, contribution towards development of the Business andvarious other criteria as recommended by the Nomination and Remuneration Committee of the Company.The evaluation of the working of the Board, its committees, experience and expertise, performance of specificduties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluationprocess and outcome.
In a separate meeting of Independent Directors, the performances of Executive and Non - Executive Directorswere evaluated in terms of their contribution towards the growth and development of the Company. Theachievements of the targeted goals and the achievements of the expansion plans were too observed andevaluated, the outcome of which was satisfactory for all the Directors of the Company.
M/s. S S R V & Associates, Chartered Accountants, (Firm Registration No. 135901W), Mumbai, wereappointed as the Statutory Auditors of the Company to hold office for 4 years i.e. from conclusion this9th Annual General Meeting till the conclusion of 13th Annual General Meeting of the Company to beheld in the year 2028.
The Auditor's report for the Financial Year ended 31st March, 2025 has been issued with anunmodified opinion, by the Statutory Auditor.
The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed Mr.Gaurav Bachani, Proprietor of M/s. Gaurav Bachani & Associates, Company Secretaries, Ahmedabad,as a Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 2024-25.
The Secretarial Audit Report for the Financial Year 2024-25 is annexed herewith as Annexure - II inForm MR-3.
The Board of directors has appointed M/s. MJM Patel & Co., (FRN: 0112246W), Chartered Accountant,Ahmedabad, as the internal auditor of the Company. The Internal Auditor conducts the internal auditof the functions and operations of the Company and reports to the Audit Committee and Board fromtime to time.
During the year under review, meetings of members of the Audit committee as tabulated below, was held on22nd May, 2024, 5th July, 2024, 6th September, 2024, 14th November, 2024 and 3rd March, 2025 the attendancerecords of the members of the Committee are as follows:
Status
No. of the CommitteeMeetings entitled
No. of the CommitteeMeetings attended
Chairperson
5
Ms. Chinu Kalal2
Member
2
Ms. Nidhi Bansal1
3
*Ms. Nidhi Bansal has been appointed as Member of the Audit Committee w.e.f. 6th September, 20242Ms. Chinu Kalal resigned as Member of the Audit Committee w.e.f. 6th September, 2024.
During the year under review, meetings of the members of the Nomination and Remuneration committee, astabulated below, was held on 6th September, 2024 and 3rd March, 2025 the attendance records of themembers of the Committee are as follows:
NA
Mr. Vipinchandra Modi
*Ms. Nidhi Bansal has been appointed as chairperson of the Committee w.e.f. 6th September, 2024.
2Ms. Chinu Kalal resigned as chairperson of the Committee w.e.f. 6th September, 2024.
During the year under review, meetings of members of Stakeholders' Relationship committee as tabulatedbelow, was held on 6th September 2024 the attendance records of the members of the Committee are asfollows:
1
*Ms. Nidhi Bansal has been appointed as Member of the Stakeholders' Relationship Committee w.e.f. 6th September, 2024.
2Ms. Chinu Kalal resigned as Member of the Stakeholders' Relationship Committee w.e.f. 6th September, 2024.
The Company has always been committed to provide a safe and conducive work environment to itsemployees. Your Directors further state that during the year under review there were no cases filed pursuantto the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 asconfirmed by the Internal Complaints Committee as constituted by the Company.
The following no. of complaints was received under the POSH Act and the rules framed thereunder during theyear:
a. number of complaints filed during the financial year - NIL
b. number of complaints disposed of during the financial year - NIL
c. number of complaints pending as on end of the financial year - NIL
The Directors are pleased to report that the relations between the employees and the management continuedto remain cordial during the year under review.
According to information and explanation given to us, the Central Government has not prescribedmaintenance of cost records under section 148(1) of the Act in respect of activities carried out by theCompany.
As per direction of the SEBI, the shares of the Company are under compulsory demat form. The Company hasestablished connectivity with both the Depositories i.e., National Securities Depository Limited ("NSDL") andCentral Depository Services (India) Limited ("CDSL") and the Demat activation number allotted to theCompany is ISIN: INE0QZ901011. Presently shares are held in electronic mode.
During the year under review, there were no applications made or proceedings pending in the name of theCompany under the Insolvency and Bankruptcy Code, 2016.
During the year under review, there has been no one time settlement of Loans taken from Banks andFinancial Institutions.
The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and hasextended all statutory benefits to eligible women employees during the year.
Your Directors would like to express their sincere appreciation for the co-operation and assistance receivedfrom the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers andother business associates who have extended their valuable sustained support and encouragement duringthe year under review.
Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for thecommitment displayed by all executives, officers and staff at all levels of the Company. We look forward forthe continued support of every stakeholder in the future.
N P Patel Estate, A & T Padamla, Magenta Lifecare Limited
Vadodara, Gujarat, India, 391350