DIRECTORS' REPORT

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, 2025. The summarized financial performance for the year ended 31^st March,
2025 is as follows:

OPERATIONAL RESULTS:

STANDALONE RESULTS- (INR IN LAKHS)

CONSOLIDATED RESULTS- (INR IN LAKHS)

DIVIDEND:

Your directors do not recommend any dividend so as to conserve the resources of the
company for future needs for the year 2024-25.

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, 2025, the Company achieved standalone revenue from
operations 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 recorded
standalone revenue from operations of ^10,005.03 Lakhs. The net profit (excluding other
comprehensive income) for that year was ^1,318.38 Lakhs.

Consolidated:

During the year ended March 31, 2025, the Company achieved consolidated revenue
from operations of ^10,314.46 Lakhs. The net profit (excluding other comprehensive
income) stood at ^1,028.59 Lakhs. For the year ended March 31, 2024, the Company had
recorded consolidated revenue from operations of ^11,236.28 Lakhs. The net profit
(excluding other comprehensive income) for that year was ^1,318.32 Lakhs.

AMOUNT TRANSFERRED TO RESERVES IF ANY:

During the year under review, the Company has profit Rs. 1028.59 Lakh. The amount has
been transferred to Reserves and Surplus.

SHARE CAPITAL:

The paid-up equity capital as on March 31, 2025 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 a change in the nature of business of the Company
pursuant to the addition in the Main Object Clause of the Memorandum of Association, duly
approved by the members through a Special Resolution.

A new clause has been inserted after the existing Clause 3(A) 1 of the Memorandum of
Association to include the business of construction and development of various types of
residential, commercial, and infrastructure projects, along with allied activities as specified in
the resolution. This amendment enables the Company to undertake construction, development,
and related infrastructure works in India or elsewhere, either independently or in collaboration
with other entities.

FINANCE:

The Cash and cash equivalents as at March 31, 2025 was Rs. 155.32 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, 2025.

SUBSIDIARY. JOINT VENTURE (JV) AND ASSOCIATE COMPANIES:

The Company has following Subsidiary companies.

The Company has following Associate companies.

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
Board's 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, 2025.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules made
thereunder, 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 for
re-appointment. The Members are requested to consider her 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, 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 of
Directors. However, subsequent to the year-end tenure of Shri Samir J. Shah, Independent
Director, 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 during
their tenure. The Board, on the recommendation of the Nomination and Remuneration
Committee, appointed Smt. Siddhi Arjun Shah and Shri Ashish Damodarbhai Patel as
Additional Directors (Independent Category) with effect from 23rd July, 2025. Their
appointment is subject to the approval of members at the ensuing General Meeting.

B) Board Meetings

During the year 14 (Fourteen) 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

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, 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 during
their tenure

b. Appointment

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

c. Re-Appointment of Managing Director

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

d. Re-Appointment of Independent Directors

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

e. Appointment of Independent Director

No Independent Directors are appointed during the year under review. Subsequent to the
year-end tenure Board on the recommendation of the Nomination and Remuneration
Committee, appointed Shri Siddhi Arjun Shah and Shri Ashish Damodarbhai Patel as
Additional Directors (Independent Category) with effect from 23rd July, 2025. Their
appointment is subject to the approval of members at the ensuing General Meeting.

f. Retirement by Rotation and subsequent Re-appointment

Mr. Mafatlal Jethalal Patel (DIN: 03173737) who retires by rotation and being eligible
offers himself for re-appointment.

The details of Directors seeking appointment, re-appointment at the ensuing Annual
General Meeting has been provided in the Notice of the Annual General Meeting, forming
part of the Annual Report.

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) Company's 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

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

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

Ý 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

Ý Innovation is a journey and your company is well placed to ensure that it continues to
maintain a strong track record in this field.

INDUSTRIAL RELATIONS:

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

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 had 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 had 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
arm's 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:

The Members of the Company had, at their 13^th AGM held on September 19, 2024,
appointed M/s. M A A K & ASSOCIATES., Chartered Accountants, Ahmedabad (Firm
Registration No. 135024W) as the Statutory Auditor of the Company to hold office for a
term of Five year commencing from the conclusion of the 13^th AGM up to the conclusion
of 18^th AGM of the Company to be held in the year 2028.

AUDITOR’S REPORT:

The Auditor's Report, on the Standalone as well as Consolidated Financial Statements for
the Financial Year 2024-25 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 June 29, 2024 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
2024-25.

SECRETARIAL AUDIT REPORT:

The Secretarial Audit Report for the Financial year ended March 31, 2025 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 Report contains certain observations/remarks. The Board of Directors has duly considered
the same and provides the following explanation: the said observations are procedural in
nature, and the Company is in the process of taking necessary steps to ensure full compliance

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 Company's
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 Company's
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 Company's website at the link
http://www.mangalamseeds.com/

The Average Net Profits of the Company for the last three financial years is
Rs. 11,79,72,613/- and accordingly the prescribed CSR expenditure during the Financial
Year 2024-25 was Rs. 23,59,452/- (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. 23, 60,000/- during the Financial Year 2024-25 against the mandatory requirement
of 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.

DISCLOSURE OF ABOUT RECEIPT OF ANY COMMISSION BY MANAGING DIRECTOR:

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 harmonious
during the year and management received full cooperation from employees.

CAUTIONARY STATEMENT:

Statements in the Boards' Report and the Management Discussion and Analysis
describing the Company's 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 company's 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:

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
Company's 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 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