Your directors have pleasure in presenting the Forty Fourth Annual Report on the performance of the Company together with the audited financial statements for the Financial Year ('FY') ended March 31, 2026.
FINANCIAL RESULTS
The financial performance of your Company for the year ended March 31, 2026 is summarized below:
Amount in Lakhs (Rs.)
|
Particulars
|
Standalone
|
Consolidated
|
|
FY 2025-26
|
FY 2024-25
|
FY 2025-26
|
FY 2024-25
|
|
Revenue from Operations
|
50085.18
|
40984.75
|
62257.17
|
53000.90
|
|
Other Income
|
1659.40
|
203.78
|
474.89
|
33.41
|
|
Total Revenue
|
51744.58
|
41188.53
|
62732.05
|
53034.31
|
|
Profit before Depreciation and finance cost
|
6870.65
|
5010.28
|
9257.54
|
5891.31
|
|
Depreciation and Amortization expenses
|
2191.65
|
1913.23
|
2758.10
|
2081.66
|
|
Finance Cost
|
2556.81
|
2028.78
|
2818.84
|
2147.65
|
|
Profit after Depreciation, Finance costs and Exceptional items and before tax
|
1771.59
|
1068.27
|
3330.00
|
1661.99
|
|
Tax expenses
|
400.26
|
292.29
|
754.35
|
402.27
|
|
Profit after Tax
|
1371.33
|
775.98
|
2575.65
|
1259.72
|
|
Other comprehensive income
|
-44.03
|
-15.99
|
-37.25
|
-9.30
|
|
Total Comprehensive Income for the Year
|
1327.30
|
759.99
|
2538.40
|
1250.42
|
NATURE OF BUSINESS AND FINANCIAL PERFORMANCE
Your Company is engaged in the business of manufacturing
chemical and has Terpenes and Synthetic Resins as primary
segment, which falls under a single segment of chemicals.
Financial Performance Highlights for FY 2025-26
a) Net Sales Turnover: Our net sales turnover reached an impressive Rs. 623 Crore, reflecting steady growth. This compares favorably to the Rs. 530 Crore achieved in the previous financial year.
b) Profit after Tax (PAT): Our profit after tax (PAT) improved significantly. In FY 2025-26, we recorded a PAT of Rs. 25.76 Crore, a remarkable improvement from the PAT of Rs. 12.60 Crore in FY 2024-25.
c) Revenue Composition: Approximately 90% of our revenue came from Terpenes Chemicals.
d) Business Continuity: There was no change in the nature of our business during the year under review. We remain committed to our core operations and strategic direction.
e) Material Changes and Commitments, If any, affecting the Financial Position of the Company:
There have been no significant material orders passed by
Regulators, Courts, or Tribunals that would impact the going concern status of the Company and its future operations. Furthermore, there have been no material changes or commitments that could affect the financial position of the Company between the end of the Financial Year to which the Financial Statements relate and the date of this report.
DIVIDEND
With a view to conserve resources, the Directors have thought it prudent not to recommend any dividend for the financial year under review.
UNCLAIMED AND UNPAID DIVIDEND AND TRANSFER OF SHARES TO IEPF
As on March 31, 2026 the unpaid equity dividend account of the Company has a balance of Rs.12,38,616 comprising Rs.2,33,012/-, Rs.2,45,480/-, Rs. 3,77,950/- and Rs. 3,82,174/- in respect of the dividends for FY 2018-19, FY 2019-20, FY 2020-21 and FY 2021-22 respectively. The list of such shareholders for unpaid and unclaimed dividend for FY 2018-19, FY 2019-20, FY 2020-21 and FY 2021-22 is placed on the Company's website www.mangalamorganics.com.
Pursuant to Section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("Rules"), all dividends remaining unpaid or unclaimed for a period of seven years and also the shares in respect of which the dividend has not been claimed by
the shareholders for seven consecutive years or more are required to be transferred to Investor Education and Protection Fund in accordance with the procedure prescribed in the Rules. In this regard, all dividends remaining unpaid or unclaimed for a period of seven years and also the shares in respect of which the dividend has not been claimed by the shareholders for seven consecutive years for FY 2017-2018, 2009-10 & 2010-11 have been transferred to Investor Education and Protection Fund (IEPF) account on November 02, 2018, February 15, 2019 and November 22, 2025 respectively. Members who have not yet received/ claimed their dividend entitlements are requested to contact the Company or the Registrar and Transfer Agents of the Company.
The shareholders who have not claimed the dividend for the FY 2018-19, the shares in respect of which will get transferred to IEPF in October 05, 2026, hence those shareholders whose shares along with the dividend are due for transfer to IEPF have been sent a letter by the company and the list of those shareholders is also placed on the website of the Company at www.mangalamorganics. com
The members can claim the transfer of such shares and dividend from IEPF in accordance with the procedure and on submission of the documents as prescribed from time to time. The list of such shareholders whose shares and dividends have been transferred to IEPF is placed on the Company's website www.mangalamorganics. com.
TRANSFER TO RESERVE
The Board of Directors has decided to retain the entire amount of profits for FY 2025-26 in the Retained Earnings.
SHARE CAPITAL
a. Authorized Capital: The authorized share capital of the Company as on March 31, 2026 stood at 12,00,00,000/- (Rupees Twelve Crores only) comprising of 1,20,00,000 Equity shares of Rs. 10/- each.
b. Paid-Up Capital: The paid-up capital of the Company as on March 31, 2026 stood at 8,56,44,400 /- (Rupees Eight Crore Fifty Six Lakh Forty Four Thousand Four Hundred only) comprising of 85,64,440 shares of 10/- each.
During the year under review, the Company has not issued any:
a) shares with differential rights
b) sweat equity shares.
DEPOSITS
During the year under review, your Company neither accepted any deposits nor any amounts outstanding at the beginning of the year which were classified as 'Deposits' in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with Chapter V of the Act is not applicable.
SUBSIDIARY/ JOINT VENTURES/ ASSOCIATES COMPANIES
The Company has the following three subsidiary companies:
|
Sl.
No.
|
Name of the Subsidiary
|
Status
|
|
1.
|
Mangalam Brands Private
|
Wholly owned material
|
| |
Limited
|
Subsidiary
|
|
2.
|
Mangalam Pooja Stores Private Limited
|
Wholly owned Subsidiary
|
|
3.
|
Mangalam Speciality Chemicals Private Limited
|
Wholly owned Subsidiary
|
In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary companies for the year ended March 31, 2026 in Form AOC-1 is provided as Annexure - I to the Board's Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
a. Composition
The Board of Directors comprises distinguished professionals of proven integrity and competence, who provide strategic direction, guidance and leadership to the Company.
As on March 31, 2026, the Board of the Company comprises 7 (Seven) Directors. Out of the said Directors, 4 (Four) are Independent Directors including one Woman Director and 3 (Three) are Executive Directors.
None of the Directors is a Director (including any Alternate Directorships) in more than 10 public limited companies (as specified in section 165 of the Act) and Director in more than 7 listed entities or acts as an Independent Director in more than 7 listed entities or 3 listed entities in case he/ she serves as a Whole-time Director/Managing Director in any listed entity (as specified in Regulation 17A of the SEBI (LODR) Regulations, 2015). Further, none of the Directors on the Board is a Member of more than 10 Committees and Chairperson of more than 5 Committees (as specified in Regulation 26 of the SEBI (LODR) Regulations, 2015), across all the Indian public limited companies in which he/ she is a Director and the Board Composition is also in compliance with Section 149 of the Companies Act, 2013.
b. Appointment / Re-appointment / Resignation:
I. Appointment/Re-appointment of a Director Retiring by Rotation:
In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Mr. Kamalkumar Dujodwala (DIN:00546281) is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment. The proposal for his re-appointment is included in the Notice of the Annual General Meeting.
None of the Directors is disqualified from being appointed as Directors, as specified in Section 164 of the Companies Act, 2013.
c. Disqualification & Compliance Status of Directors:
During the year under review none of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 164(1) and 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 or are debarred or disqualified by the Securities and Exchange Board of India ("SEBI"), Ministry of Corporate Affairs ("MCA") or any other such statutory authority.
All members of the Board and the Senior Management Personnel have affirmed compliance with the Code of Conduct for Board and Senior Management Personnel for the financial year 2025-2026 and the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees.
The Company has obtained the certificate from the reputed Practicing Company Secretary stating that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed and/or continuing as Directors by the SEBI/MCA or any other such statutory authority for the Financial year ended March 31, 2026. The same is forming part of Corporate Governance Report, which forms part of this Annual Report.
d. Declaration by Independent Directors:
The Company has received the following declarations from all the Independent Directors confirming that:
They meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) & Regulation 17(10) of SEBI Listing Regulations, as amended from time to time read with Schedule IV and Rules issued thereunder, and the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.
They have complied with the Code for Independent Directors prescribed under Schedule IV to the Act. The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors.
The Company has also obtained a certificate from a Practising Company Secretary confirming the independence of the Independent Directors in terms of the provisions of the Act, read with Schedule IV and the Listing Regulations. The Board of Directors has taken on record the said declarations after due assessment of their veracity.
e. Familiarization Programme for Independent Directors:
Pursuant to the provisions of Regulation 25(7) of the SEBI Listing Regulations read with Schedule IV of the Act, the Company has in place a Familiarization Program for its Independent Directors to acquaint them with the Company, their roles and responsibilities, the business model, operational aspects and governance framework of the Company. Through this program, the Independent Directors are provided with relevant information and insights to enable them to gain a comprehensive understanding of the Company's business and to contribute effectively to the Board and its Committees.
The familiarization sessions are conducted through presentations, briefings and interactions with senior management, as and when required. Details of the Familiarization Program for Independent Directors are also disclosed on the Company's website and the Weblink of the same is as: https://shorturl.at/0Bh3J for details of the Familiarization program conducted, kindly refer Corporate Governance Report which forms part of this Annual Report.
f. Annual Evaluation of Directors, Committee and Board:
During the year under review the Nomination and Remuneration Committee laid down the evaluation criteria for performance evaluation of the Board and accordingly the Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance evaluation was conducted through a structured questionnaire circulated to all Directors, based on the evaluation framework approved by the Board. The evaluation process also took into consideration the Guidance Note on Board Evaluation issued by SEBI, with a view to assessing the effectiveness of the Board's functioning, governance practices, and the contribution of individual Directors.
The structured questionnaire prepared to evaluate the performance of the board included criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The evaluation of performance of individual directors was carried out on the basis of criteria such as the contribution of the individual director to the board and committee meetings like Active Participation, preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. The questionnaire for performance of the committees included criteria such as the composition of committees, effectiveness of committee meetings, etc.
The Board and the NRC reviewed the performance of individual directors on the basis of criteria such as contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
In a separate meeting of independent directors, performance of non-independent directors, the board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.
g. Policy on Directors' appointment and remuneration and other details:
The Company's policy on appointment of Directors is available on the Company's website at https://shorturl.at/kU9ut
h. Key Managerial Personnel:
In accordance with the provisions of Section 2(51) and Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, the following are the KMPs of the Company as on the date of this Report:-
1. Mr. Kamalkumar Dujodwala, Chairman and Executive Director
2. Mr. Pannkaj Dujodwala, Managing Director
3. Mr. Sanjay Bhardwaj, Chief Executive Officer
4. @ Mr. Shrirang V. Rajule, Chief Financial Officer $ Mr. Manoj Mhapadi, Chief Financial Officer
5. Ms. Charmi Shah, Company Secretary & Compliance Officer
6. Mr. Akshay Dujodwala, Chief Strategic Officer
@ Retired w.e.f., June 30, 2026 $ Appointed, w.e.f. July 01, 2026
Mr. Shrirang V. Rajule, Chief Financial Officer ("CFO") and Key Managerial Personnel of the Company, retired from the services of the Company with effect from the close of business hours on June 30, 2026, upon attaining the age of 67 years. The Board and Management place on record their sincere appreciation for his valuable contribution, dedicated service and commitment to the Company during his long association and wish him good health and success in his future endeavors.
Based on the recommendations of the Nomination and Remuneration Committee and the Audit Committee, the Board approved the appointment of Mr. Manoj Mhapadi as Chief Financial Officer and Key Managerial Personnel of the Company with effect from July 01, 2026.
MAINTENANCE OF COST RECORDS:
Pursuant to the provisions of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is required to maintain Cost Records under Rule 3 of the said Rules. Accordingly, the Company has duly maintained the Cost Records in the format prescribed under Rule 5 of the said Rules.
DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES
Board Meetings
The Board of Directors met 07 (Seven) times during the financial year ended March 31, 2026. The Board has met at least once in every Calendar Quarter and the gap between two consecutive Meetings did not exceed one hundred and twenty days. These Meetings were well attended by the Directors. There was requisite quorum present in all the Meetings of the Board held during the FY 2025-26. The details of the Board meetings and the attendance of Directors thereat are provided in the Corporate Governance Report forming part of the Annual Report.
Director's Responsibility Statement
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2026, the Board of Directors hereby confirms that:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures, wherever applicable;
b) such accounting policies have been selected and applied consistently and the Directors 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 as of March 31, 2026 and of the profits of the Company for the year ended on that date;
c) proper and sufficient care was taken 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 of the Company have been prepared on a going concern basis;
e) internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively throughout the financial year ended 31 March, 2026.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2025-26.
Committees of the Board
The Company has constituted the following 4 (Four) Committees, which have been established in compliance with requirements of Business and relevant provisions of applicable Laws:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
4. Corporate Social Responsibility Committee
The details of the terms of reference, composition, meetings and attendance etc. are given in the Corporate Governance Report forming part of the Annual Report.
AUDITORS
I. STATUTORY AUDITORS AND AUDITOR'S REPORT
M/s. NGST & Associates, Chartered Accountants, Mumbai (Firm Registration No. 135159W) (Peer Review Certificate No. 017853), were appointed as the Statutory Auditors of the Company at the 34th Annual General Meeting held on September 30, 2016, to hold office for a term of five consecutive years from the conclusion of the said Annual General Meeting until the conclusion of the 39th Annual General Meeting held on September 29, 2021. Thereafter, they were re-appointed by the Members at the 39th Annual General Meeting held on September 29, 2021, for a second term of five consecutive years, to hold office from the conclusion of the said Annual General Meeting until the conclusion of the 44th Annual General Meeting of the Company to be held in the year 2026.
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and based on the recommendation of the Audit Committee, the Board of Directors, consequent to the completion of the permissible tenure of M/s. NGST & Associates, Chartered Accountants, has approved the appointment of M/s. JMT & Associates, Chartered Accountants, Mumbai (Firm Registration No. 104167W) Peer Review Certificate No. 016481, as the Statutory Auditors of the Company for a term of five consecutive years, commencing from the conclusion of the 44th Annual General Meeting to be held on September 24, 2026 until the conclusion of the 49th Annual General Meeting of the Company to be held in the year 2031, subject to the approval of the Members at the ensuing Annual General Meeting.
The Company has received the written consent and eligibility certificate from M/s. JMT & Associates, Chartered Accountants, confirming their willingness to act as the Statutory Auditors of the Company. They have further confirmed that their appointment, if made, shall be in accordance with the provisions of Sections 139 and 141 of the Companies Act, 2013 and that they satisfy the criteria prescribed under the Companies Act, 2013 and are not disqualified from being appointed as the Statutory Auditors of the Company.
Accordingly, resolution seeking approval of appointment by
the members is listed as Item No. 8 of the AGM Notice as Ordinary Resolution.
Further, the report of the Statutory Auditors along with notes to Schedules for the year ended 31st March, 2026 is a part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.
II. COST AUDITORS:
The Board of Directors, based on recommendation of the Audit Committee has appointed M/s. NKJ & Associates, Cost Accountants in practice, to audit the cost accounts of the Company for the FY 2026-27. In terms of Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the shareholders. Accordingly, a resolution seeking ratification by the members for the remuneration is listed as Item No. 3 of the AGM Notice as Ordinary Resolution.
III. SECRETARIAL AUDITORS AND AUDITOR'S REPORT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. During the year under review, the Members approved the appointment of M/s. Yogesh Sharma & Co., Practicing Company Secretary to undertake the Secretarial Audit of the Company for a term of 5 Years from the conclusion of the 43rd Annual General Meeting held on 16th September, 2025 until the conclusion of the 48th Annual General Meeting to be held in the year 2030.
As required under provisions of Section 204 of the Companies Act, 2013, the report in respect of the Secretarial Audit carried out by M/s. Yogesh Sharma & Co., Company Secretaries, in Form MR-3 for the Financial year ended March, 2026 forms part of this report. The said report does not contain any adverse observation or qualification or modified opinion requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
Compliance with Secretarial Standards
The Company has complied with the applicable Secretarial Standards i.e. SS-1 & SS-2, relating to 'Board of Directors Meeting' and 'Annual General Meeting', respectively, issued by the Institute of Company Secretaries of India.
Corporate Social Responsibility
Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. In the financial year 2025-26, the Company earned a profit of Rs. 10,68,27,000 as computed under Section 198 of the Companies Act, 2013. However, upon computation of the average net profits of the Company for the immediately preceding three financial years by the CSR committee. It was noted that the average net profit calculated for the said period resulted in a
negative amount and accordingly, the prescribed CSR expenditure being 2% of such average net profits also amounted to Nil. Accordingly, the provisions relating to CSR are not applicable to the Company for the financial year 2025-26. Therefore, no amount is required to be spent towards CSR activities for the Financial Year 2025-26.
The brief outline of the Corporate Social Responsibility (CSR) policy of the Company is set out in Annexure III of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.
The CSR policy is available on:
https://shorturl.at/jcF7i
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), the report on Management Discussion & Analysis is presented in a separate section forming part of this Annual Report.
CORPORATE GOVERNANCE REPORT
The Company has complied with the Corporate Governance requirements under the Act and as stipulated under the Listing Regulations. A report on the Corporate Governance along with the certificate from the statutory auditors is separately given in this Annual Report.
CREDIT RATINGS
As on March 31, 2026, the Company had the following credit ratings assigned by CRISIL Ratings Limited to the Company's bank facilities aggregating to Rs. 397 Crore:
Long-Term Bank Facilities: CRISIL BBB / Watch Developing (Continues on 'Rating Watch with Developing Implications')
Short-Term Bank Facilities: CRISIL A2 / Watch Developing (Continues on 'Rating Watch with Developing Implications')
After the close of the financial year, CRISIL Ratings Limited, vide its rating letter dated July 1, 2026, updated and reaffirmed the Company's credit ratings as follows:
Long-Term Bank Facilities: CRISIL BBB / Stable (reviewed and reaffirmed the credit ratings and removed the ratings from 'Rating Watch with Developing Implications')
Short-Term Bank Facilities: CRISIL A2 (reviewed and reaffirmed the credit ratings and removed the ratings from 'Rating Watch with Developing Implications')
DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013RISK MANAGEMENT & INTERNAL CONTROL SYSTEMS
Adequate internal control systems commensurate with the nature of the Company's business and size and complexity of its operations are in place and have been operating satisfactorily. Internal
control systems comprising policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.
DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
No significant and material orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company's operations in future.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions entered into by the Company during the year under review were in the ordinary course of business and conducted on an arm's length basis, in compliance with the applicable provisions of the Companies Act, 2013 ("the Act").
The Audit Committee has reviewed and approved all related party transactions, ensuring adherence to the Company's Policy on Related Party Transactions and the criteria for determining materiality. There were no materially significant transactions with related parties that could have a potential conflict with the interests of the Company at large.
The Policy on Related Party Transactions and the manner of dealing with such transactions is available on the Company's website at the following link:
https://shorturl.at/x8d97
The particulars of contracts or arrangements with related parties as referred to in Section 188(1), if any, are disclosed in Form AOC- 2, appended as Annexure II to the Board's Report.
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186
The particulars of loans, guarantees and investments given/ made during the financial year under review and governed by the provisions of Section 186 of the Companies Act, 2013 has been furnished in financial statements as on March 31, 2026, which forms part of this Integrated Annual Report.
Fraud Reporting
There are no instances of fraud reported by the Auditors under Section 143(12) during the Financial Year ended March 31, 2026.
Particulars of Employees and Remuneration
The information as required under the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is set out in Annexure IV attached herewith and which forms part of this Report. The relation between the Company and its employees continue to be cordial.
A Statement containing the details of the Employees employed throughout the financial year and who were in receipt of remuneration of Rs. 102 lakhs or more and employees employed for part of the year and in receipt of remuneration of Rs. 8.50 lakhs or more per month, pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure V to this report.
Annual Return:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft of the Annual Return as on March 31, 2026 is available on the Company's https://tinyurl.com/2cu8ukpz
OTHER DISCLOSURES
Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014, are furnished as under:
Vigil Mechanism for the Directors and Employees
The Vigil Mechanism as envisaged in the Act, read with the Rules prescribed thereunder, and the SEBI (LODR) Regulations, 2015 is implemented through the Company's Whistle Blower Policy. On the recommendation of the Audit committee, the Board of Directors of the Company has framed the "Whistle Blower Policy" as the vigil mechanism for Directors and employees of the Company. It enables the Directors, employees and all stakeholders of the Company to report genuine concerns (about unethical behaviour, actual or suspected fraud, or violation of the Code) and provides for adequate safeguards against victimisation of persons who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee. The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time.
The Whistle Blower Policy is placed on the website of the Company at https://rb.gy/pso5f8
Policy on Nomination and Remuneration of Directors, KMP & Senior Employees
The Nomination and Remuneration Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall:
(i) formulate the criteria for Board membership, including the appropriate mix of Executive & Non-Executive Directors;
(ii) lay down the criteria for appointment in Senior Management positions;
(iii) approve and recommend compensation packages and policies for Directors and Senior Management;
(iv) lay down the process for the effective manner of performance evaluation of the Board, its Committees and the Directors.
The Company has in place a Nomination and Remuneration Policy for the Directors, KMP and senior employees pursuant to the provisions of the Act and the SEBI Listing Regulations which is placed on the website of the Company at http://tinv.cc/ogr8101
Conservation of energy, technology absorption and foreign exchange earnings and outgo
The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have been furnished in Annexure VI with respect to the nature of activities undertaken by the Company during the year under review.
Service of documents through electronic means
Subject to the applicable provisions of the Companies Act, 2013, all documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members.
Further, a letter providing the web-link, for accessing the notice of the AGM and Integrated Annual Report for the FY 2025-26 will be sent to those shareholders who have not registered their email address. In case any member who is desirous of obtaining the physical copy of the Integrated Annual Report and Notice of the AGM of the company, may write a request to the company at cs@ mangalamorganics.com mentioning their DPID and Client ID/ Folio Number.
Policy on Prevention of Sexual Harassment at Workplace
As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("the Prevention of Sexual Harassment Act"), the Company has formulated a Policy on Prevention of Sexual Harassment at Workplace for prevention, prohibition and redressal of sexual harassment at workplace and an Internal Complaints Committee has also been set up to redress any such complaints received.
Your Company is committed to providing a safe and conducive work environment to all of its employees and associates. Further, the Policy also gives shelter to contract workers, probationers, temporary employees, trainees, apprentices of the Company and any person visiting the Company at its office. The Company periodically conducts sessions for employees across the organization, to build awareness about the Policy and the provisions of the Prevention of Sexual Harassment Act.
Internal Complaints Committee
Internal Complaints Committees have been constituted to redress complaints of sexual harassment and the Company has complied with the provisions relating to the constitution of Internal Committee under the POSH Act. The Company is strongly opposed to sexual harassment and employees are made aware about the consequences of such acts and about the constitution of the said Committee. The Internal Complaints Committee of the Company as required under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 exists for both Factory and Administrative Office of the Company. During the year under review, no complaints were received.
During the financial year, the Company conducted a sensitization training for employees on the Prevention of Sexual Harassment (POSH) at Workplace for its employees. The programme focused on sensitising employees about the provisions of the POSH Act, 2013, promoting respectful workplace behaviour, creating awareness regarding the complaint redressal mechanism, and highlighting the roles and responsibilities of employees.
Complaints received under POSH
During the financial year under review, no complaint was received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
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a)
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Number of complaints of sexual harassment received in the year
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NIL
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b)
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Number of complaints disposed off during the year
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NIL
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c)
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Number of cases pending for more than 90 days
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NIL
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Compliance with the provision of Maternity Benefit Act, 1961
The Company is in compliance with the provisions of the Maternity Benefit Act, 1961 and has policies, systems and processes in place to ensure ongoing compliance.
SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION
The Company is conscious of the importance of environmentally friendly and safe operations. The Company's policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliance of environmental regulations and preservation of natural resources. The plant of the Company at Village Kumbhivali, Savroli Kharpada Road, Khalapur, Raigad, Maharashtra - 410202 is in full compliance with the laws, regulations and requirements stipulated by the concerned Pollution Control Board.
GENERAL:
Your directors state that:-
1) The Company has not issued any shares with differential voting rights as per the Act.
2) The Company has not issued any sweat equity shares under the Act.
3) There were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.
4) There are no applications made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the Financial Year.
5) The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.
ACKNOWLEDGMENTS AND APPRECIATION
Your Directors take this opportunity to thank the employees, customers, suppliers, bankers, business partners/associates, financial institutions and various regulatory authorities for their consistent support/ encouragement to the Company.
The Directors appreciate and value the contribution made by every member of the Mangalam family.
For and on behalf of the Board of Directors
Sd/-
Kamalkumar Dujodwala
Chairman
DIN: 00546281
Place: Mumbai Date: July 28, 2026
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