Nirman Agri Genetics Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

Your Directors have pleasure in presenting their Fifth Annual Report together with the Audited financial
statements of your Company for the year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS

PARTICULARS STANDALONE FINANCIAL DETAILS (in Lakh)

	2025	2024
Total Revenue from Operations	23,651.76	6,333.72
Other Income	18.44
Total Income	23,670.20	6,333.72
Total Expenses	21062.76	5329.95
Profit Before Tax	2,607.44	1,093.77
Provision for Income Tax i. Current Tax	75.08	49.95
ii. Deferred Tax	3.76	3.36
iii. Short/Excess
Profit for the Year	2,528.60	1,040.46

2. BUSINESS PERFORMANCE

Your Company has achieved a total revenue of ? 23,670.20 Lakhs during the financial year ended 31
March 2025 as against a total revenue of ? 6,333.72 Lakhs in the corresponding previous financial year
ended 31 March 2024. Profit before tax for the year stood at ? 2,607.44 Lakhs compared to ? 1,093.77 Lakhs
for the previous corresponding year. The Profit after tax for the period stood at ? 2,528.60 Lakhs as against
a profit of ? 1,040.47 Lakhs during the corresponding year.

3. RESERVE & SURPLUS

The Board of Directors have decided to retain the entire amount of profit under Retained Earnings.

4. CHANGE IN THE NATURE OF BUSINESS

The Company did not commence any new business nor discontinue/sell or dispose off any of its existing
businesses and also did not hive off any segment or division during the financial year. Also, there has
been no change in the nature of business carried on by the Company''s subsidiary during the year under
review.

5. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company,
which have occurred between the end of the financial year and up to the date of the report.

6. DIVIDEND

Your company has declared Interim Dividend at the rate of ? 2/- per equity share, in Board Meeting held
on September 13, 2024.

7. SHARE CAPITAL

A. AUTHORIZED SHARE CAPITAL

The authorized share capital of the Company as on 31 March, 2025 was ? 15,00,00,000 (Rupees Fifteen
Crore Only) divided into 1,50,00,000 (One Crore Fifty Lakh) Equity Shares of ? 10/- (Rupees Ten only)
each.

B. PAID-UP SHARE CAPITAL

The paid-up Equity share capital of the Company as on 31 March, 2025 was ? 8,00,96,760 (Rupees Eight
Crore Ninety-Six Thousand Seven Hundred Sixty only) divided into 80,09,676 (Eighty Lakh Nine Thou¬
sand Six Hundred Seventy-Six) equity shares of ? 10/- (Rupees Ten Only).

There were changes in the share capital during the year which are as given below:

Date of Allotment Type of Issue No. of Alloted Price per Share Premium per

Shares Shares(Rs)

29/08/2024

Right Issue

20,48,876

10

229

Further, the Company has not issued shares with differential voting rights nor has granted any stock
options or sweat equity.

8. CHANGE OF NAME OF COMPANY

During the year under review, Company has not changed its name.

9. CHANGE IN REGISTERED OFFICE

During the year under review, the Company has changed its Registered Office from Vedant Apt, Near
Reliance Shopee Dindori Road panchavati, Nashik, Maharashtra, India, 422003 to 3rd floor, Samarth
House, Opposite Titan World, Mahatma Nagar, Nashik, India, 422005 at meeting held on October 7, 2024.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company as on March 31, 2025 comprised of Five (5) Directors out of which
One (1) are Executive Directors and one (1) is Non-Executive Director and Three (3) are Independent
Directors. The composition of the Board of Directors of the Company is in accordance with the provisions
of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclo¬
sure Requirements) Regulations, 2015 with an appropriate combination of Executive, Non-Executive and
Independent Directors.

The Directors and Key Managerial Personnel of the Company are summarized below:

Name	Designation	DIN/PAN
Pranav Kailas Bagal	Managing Director	08839908
Prakash Narayandas Sawana	Non- Executive Independent Director	07260370
Aviansh Bhimrao Bagal	Non- Executive Director	09807701
Abhishek Shivnarayan Gupta	Non- Executive Independent Director	09815590
Riddhi Nitin Aher (Up to May 30, 2025)	Non- Executive Independent Director	09815607
Sandipan Baburao Bhawar (Up to January 08, 2025)	Chief Financial Officer(CFO)	CIJPB2300P
Khushbu Kushan Shah (Up to July 12, 2025)	Company Secretary (CS)	GWEPS6390K
Kailas Pandharinath Pagare	Additional Director	11128897
(w.e.f. May 30, 2025)	(Non-Executive, Independent)

11. KMP

During the year under review, the Company has following personnel as the Key Managerial Personnel
(KMP) pursuant to the provisions of Section 203 of the Companies Act, 2013:

Mr. Pranav Kailas Bagal - Managing Director

Mr. Sandipan Baburao Bhawar - Chief Financial Officer (Up to January 08, 2025)

Mrs. Khushbu Kushan Shah - Company Secretary (Up to July 12, 2025)

12. DISCLOSURE BY INDEPENDENT DIRECTORS

Directors who are Independent, have submitted a declaration as required under Section 149(7) of the Act
that each of them meets the criteria of Independence as provided in Sub Section (6) of Section 149 of the
Act and under Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 as amended from time to time and there has been no change in the circumstances which may affect
their status as independent Director during the year. In the opinion of the Board, the Independent Direc¬
tors possess an appropriate balance of skills, experience and knowledge, as required.

Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appoint¬
ment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed
that they have registered themselves with the databank maintained by the Indian Institute of Corporate
Affairs (IICA).

13. DETAILS OF MEETINGS OF BOARD OF DIRECTORS

A. BOARD OF DIRECTORS

During the financial year 2024-25, 15 (Fifteen) meetings of the Board of Directors were held and the
details of meetings attended by the Directors are as follows:

Sr. No.	Date of Meeting	Number of Directors Present
1	25-04-2024	5
2	08-05-2024	3
3	28-05-2024	4
4	30-05-2024	4
5	22-07-2024	5
6	14-08-2024	4
7	29-08-2024	3
8	06-09-2024	4
9	13-09-2024	3
10	07-10-2024	3
11	14-11-2024	4
12	08-01-2025	4
13	05-02-2025	4
14	06-02-2025	4
15	• 25-02-2025	3

The details of meetings attended by the Directors are as follows:
Attendance (or Audit Committee Meeting:

Name	No. of Meeting
	No. of Meeting entitled to attend	Attented
Mr. Pranav Kailas Bagal	15	15
Mr. Prakash Narayandas Sawana	15	2
Mr. Abhishek Shivnarayan Gupta	15	15
Ms. Riddhi Nitin Aher	15	10
Mr. Avinash Bhimrao Bagal	15	15

B. Audit Committee of Board of Directors

As a measure of good Corporate Governance and to provide assistance to the Board of Directors in
overseeing the Board''s responsibilities, an Audit Committee was formed as a sub-committee of the Board.
The Committee is in line with the requirements of Section 177 of the Companies Act, 2013 and Regulation
18 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The terms of reference
of the Audit Committee covers all matters specified in Part C of Schedule II of Regulation 18 (3) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and also those specified in Section
177 of the Companies Act, 2013:

The detailed composition of the members of the Audit Committee as on March 31st, 2025:

Name	Nature of Directorship	Status in Commitee
Ms. Riddhi Nitin Aher	Non-Executive Independent Director	Chairman
Mr. Pranav Kailas Bagal	Managing Director	Member
Mr. Prakash Narayandas Sawana	Non-Executive Independent Director	Member

Subsequent to Financial Year but before the Report:

During the year under review, Ms. Riddhi Nitin Aher resigned from the Board, Audit Committee,
Nomination and Remuneration Committee and Stakeholders Relationship Committee on May 30, 2025.
Subsequently, the Audit Committee was reconstituted on May 30, 2025. The revised composition is as
follows:

Name	Nature of Directorship	Status in Commitee
Mr. Prakash Narayandas Sawana	Non-Executive Independent Director	Chairman
Mr. Pranav Kailas Bagal	Managing Director	Member
Mr. Kailas Pandharinath Pagare	Non-Executive Independent Director	Member

All the members possess sound accounting and financial management knowledge.

During the period under review, a total of 06 (Six) Audit Committee Meetings were held dated:

May 28, 2024, May 30, 2024, August 14, 2024, September 06, 2024, November 14, 2024 and February 05,
2025.

Name		No. of Meeting
Held			Attented
Ms. Riddhi Nitin Aher	6		6
Mr. Pranav Kailas Bagal	6		6
Mr. Prakash Narayandas Sawana	6		6

C. NOMINATION & REMUNERATION COMMITTEE

In compliance with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 read with Section 178 of the Companies Act, 2013, the Board has constituted the "Nomination and
Remuneration Committee".

The detailed composition of the members of the Stakeholders Relationship Committee at present is given
below:

Name	Nature of Directorship	Status in Commitee
Mr. Abhishek Shivnarayan Gupta	Non-Executive Independent Director	Chairman
Mr. Prakash Narayandas Sawana	Non-Executive Independent Director	Member
Ms. Riddhi Nitin Aher	Non-Executive Independent Director	Member

Subsequent to Financial Year but before the Report:

During the year under review, Ms. Riddhi Nitin Aher resigned from the Board, Audit Committee,
Nomination and Remuneration Committee and Stakeholders Relationship Committee on May 30, 2025.
Subsequently, the Nomination and Remuneration Committee was reconstituted on May 30, 2025. The
revised composition is as follows:

Name	Nature of Directorship	Status in Commite
Mr. Abhishek Shivnarayan Gupta	Non-Executive Independent Director	Chairman
Mr. Prakash Narayandas Sawana	Non-Executive Independent Director	Member
Mr. Kailas Pandharinath Pagare	Additional Director
	(Non-Executive, Independent)	Member

During the period under review, total 2 (Two) Nomination and Remuneration Committee Meetings were
held: April 25, 2024 and January 08, 2025

Attendance of Nomination & Remuneration Committee Meeting:

Name		No. of Meeting
Held			Attented
Mr. Abhishek Shivnarayan Gupta	2		2
Mr. Prakash Narayandas Sawana	2		2
Ms. Riddhi Nitin Aher	2		2

D. STAKEHOLDER RELATIONSHIP COMMITTEE

In compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has constituted the
"Stakeholders'' Relationship Committee".

The Stakeholders'' Relationship Committee has been formed for the effective redressal of the investors''
complaints and reporting of the same to the Board periodically.

The detailed composition of the members of the Stakeholders Relationship Committee as on March 31st,
2025

Name	Nature of Directorship	Status in
Ms.Riddhi Nitin Aher	Non-Executive Independent Director	Chairman
Mr. Pranav Kailas Bagal	Managing Director	Member
Mr. Prakash Narayandas Sawana	Non-Executive Independent Director	Member

Subsequent to Financial Year but before the Report:

During the year under review, Ms. Riddhi Nitin Aher resigned from the Board, Audit Committee,
Nomination and Remuneration Committee and Stakeholders Relationship Committee on May 30, 2025.
Subsequently, the Stakeholders Relationship Committee was reconstituted on May 30, 2025. The revised
composition is as follows:

Name	Nature of Directorship	Status in
Mr. Prakash Narayandas Sawana	Non-Executive Independent Director	Chairman
Mr. Pranav Kailas Bagal	Managing Director	Member
Mr. Kailas Pandharinath Pagare	Additional Director (Non-Executive,
	Independent)	Member

During the period under review, total 4 (Four) Stakeholders Relationship Committee Meetings were held:
April 25, 2024, July 22, 2024, October 07, 2024 and February 05, 2025

Attendance of Stakeholder Relationship Committee Meeting:

Name		No. of Meeting
Held			Attented
Ms. Riddhi Nitin Aher	4		4
Mr. Pranav Kailas Bagal	4		4
Mr. Prakash Narayandas Sawana	4		4

E. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Based on the profitability criteria for the year, Corporate Social responsibility requirements under section
135 of the Companies Act, 2013 are applicable to the Company for the year under review.

The company is seeking and planning to incorporate the CSR initiatives to address the requirements of
Section 135 for financial year 2024-25.

14. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 read with Part D of Schedule II
to the Listing Regulations, the Management carried out proper evaluation of the Independent Directors
prior to their appointment, on the basis of contribution towards development of the Business and various
other criteria like experience and expertise, performance of specific duties and obligations etc.

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance
and that of its committees as well as performance of Directors individually through internally developed
questionnaire on performance evaluation.

The Nomination and Remuneration Committee reviewed the performance of the individual directors on
the basis of criteria such as the contribution of the individual director to the Board and committee
meetings.

The performance evaluation of Non-Independent Directors and the Board as a whole was carried out by
the Independent Directors. The performance evaluation of the Non-Executive Chairman of the Company
was also carried out by the Independent Directors. The Directors expressed their satisfaction with the
evaluation process.

VIGIL MECHANISM

Your Company has formulated and published a Whistle Blower Policy to provide a mechanism ("Vigil
Mechanism") for employees including Directors of the Company to report genuine concerns. The
provisions of this policy are in line with the provisions of Section 177 (9) of the Act.

The Whistle Blower Policy (Vigil Mechanism) is uploaded on the Company web
link:https:llnirmanagrigenxomlwp-contentluploadsl2023l04l2.%20NAGL_%20PoHcy%20on%20Vigil%2
0Mechanism.pdf

15. COMPANY''S POLICY RELATING TO DIRECTORS'' APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES

Your Company has formulated and published The Nomination & Remuneration Policy for Directors, Key
Managerial Personnel and Senior Management. The provisions of this policy are in line with the provisions
of Section 178(1) of the Act. The Policy is uploaded on the website of the company. The web link is
https:llmrmanagrigenxomlwp-contentluploadsl2023l04l3.%20NAGL_Nomination%20and%20Remunera
tion%20Policy.pdf

16. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134, Sub-section 3(c) and Sub-section 5 of the Companies Act,
2013, the Board of Directors, to the best of their knowledge and ability, state and confirm that:

a. In preparation of the annual accounts, the applicable Accounting Standards have been followed, along
with proper explanation relating to material departures, if any;

b. Such Accounting Policies have been selected and applied consistently, and judgements and estimates
have been made that are reasonable and prudent to give a true and fair view of the Company''s state of
affairs as on March 31, 2025 and of the Company''s profit or loss for the year ended on that date

c. Proper and sufficient care has been 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 Financial Statements 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 were adequate and operating effectively.

f. Proper systems were devised to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

17. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statement across
the organization. The same is subject to review periodically by the internal auditors for its effectiveness.
During the financial year, such controls were tested and no reportable material weaknesses in the design
or operations were observed. The Statutory Auditors of the Company also test the effectiveness of Internal
Financial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion
forms part of the Independent Auditor''s report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and
financial reporting risks. The internal financial controls have been documented, digitized and embedded
in the 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
provide reasonable assurance that our internal financial controls are designed effectively and operate as
intended. During the year, no reportable material weakness was observed.

18. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

As on date the company does not have any subsidiary company as defined under clause (87) of section 2
of the Companies Act, 2013 and hence a statement containing salient features of financial Statement of
subsidiaries in prescribed format AOC-1 is not applicable.

Also, the Company does not have any associate companies and has not entered into any joint ventures
with any other entities.

19. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the year, no significant and material orders were passed by the regulators or courts or tribunals
impacting the going concern status and company''s operations in the future.

EXTRACT OF ANNUAL RETURN

The Annual return referred to in Sub Section (3) of Section 92 of the Companies Act, 2013, for the financial
year ended March 31, 2025 will be placed on the website of the company at

https://nirmanagrigen.com/Investor-relation/index.php.

20. AUDITORS AND AUDITORS REPORT

A. STATUTORY AUDITORS

M/s. Devendra C Belan and Associates, Chartered Accountants having (FRN: 126495W) were appointed as
Statutory Auditors of the Company in the Annual General Meeting held on September 30, 2023 for F.Y.
2023-24 to FY 2027-28 to hold the office from the conclusion of 3rd AGM of the Company till the conclusion
of 8th Annual General Meeting.

B. SECRETARIAL AUDITORS

Pursuant to Section 204(1) of the Companies Act, 2013 the Company is required to obtain Secretarial Audit
Report and annex the same to the Boards Report. Accordingly, the Board, at its meeting held on August 28,
2025, appointed M/s. Deepti & Associates, Company Secretaries to conduct the Secretarial audit of the
Company for F.Y. 2024-25.

C. INTERNAL AUDITOR

M/s. MRJ & Company , Chartered Accountant (M.No.: 166237), is appointed as Internal Auditor of the
Company. He takes care of the internal audit and controls, systems and processes in the Company.

AUDITOR''S REPORT AND SECRETERIAL AUDITOR''S REPORT
Auditor''s Report

The Auditors'' Report for the Financial Year ended March 31, 2025 does not contain any qualification,
reservation, adverse remark, or disclaimer. The Notes on financial statements referred to in the Auditor''s
Report are self-explanatory and do not call for any further comments. No fraud has been reported by the
Auditor under Section 143(12) of the Companies Act, 2013 requiring disclosure in the Board''s Report.

As required by Listing Regulations, the Auditor''s Certificate on Corporate Governance is enclosed and
forms a part of this report. The auditor''s certificate for Financial Year ending on 31 March, 2025 does not
contain any qualification, reservation or adverse remark.

Secretarial Auditor''s Report

The Secretarial Audit Report is annexed as ''Annexure A'' and forms an integral part of this Report. The
Secretarial Auditors have not expressed any qualifications in their Secretarial Audit Report for the year
under review. Being a SME Listed Company, Pursuant to Regulation 24A of the Listing Regulations read
with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 08 February 2019, the Annual Secretarial
Compliance Report is not applicable to our Company.

21. CORPORATE SOCIAL RESPONSIBILITY POLICY

In compliance with the provisions of section 135 of Companies Act, 2013 and the Companies (Corporate
Social Responsibility Policy) Rules, 2014, the Company has adopted Corporate Social Responsibility
Policy. The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company, Constitution
Committee, the initiatives undertaken by the Company on CSR activities during the year and other
disclosures are set out in ''Annexure- B'' of this report in the format prescribed in the Companies (Corporate
Social Responsibility Policy) Rules, 2014.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
SECTION 186

Particulars of loans and investments made by the Company pursuant to Section 186 of the Companies Act,
2013 are given in the notes to Financial Accounts, which forms part of the Annual Report. The Company
has not extended the corporate guarantee on behalf of any other Company during the year under review.

23. PUBLIC DEPOSIT

The Company has neither accepted nor renewed any deposits during the year.

24. RISK MANAGEMENT POLICY

The Board of Directors of the Company have framed a Risk Assessment and Management Policy and are
responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee
exercises additional oversight in the area of financial risks and controls. Major risks identified by the
businesses and functions are systematically addressed through mitigating actions on a continuing basis.

25. RELATED PARTIES TRANSACTIONS

All Related Party Transactions (RPT) that were entered into during the financial year were on an arm''s
length basis and in the ordinary course of business. The disclosure of material RPT is required to be made
under Section 134(3)(h) read with Section 188(2) of the Companies Act, 2013 in Form AOC 2 is attached as
''Annexure C'' forming part of this Report. The details of the material RPT, entered into during the year by
the Company as approved by the Board, is given as Annexure to this Report. Your Directors draw your
attention to Notes to the Standalone and Consolidated financial statements, which set out related party
disclosures. Loans and advances in the nature of loans to subsidiaries and Associates, transactions of the
listed entity with any person or entity belonging to the promoter/ promoter group which hold(s) 10% or
more shareholding in the listed entity is also disclosed on Notes to the Standalone and Consolidated
financial statements

26. INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and
Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by
Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015
and in view of recent amendments to the SEBI (Prohibition of Insider Trading) 2015 by SEBI (Prohibition
of Insider Trading) (Amendment) Regulations, 2018, the Policy on Determination of Legitimate purpose
and the Policy on inquiry in case of leak or suspected leak of UPSI are adopted by the Company and are
made available on the Website of the Company. Weblink:
https://nirmanagrigen.com/wp-content/uploads/2023/04/6.%20NAGL_Code%20of%20Conduct%20for%2
0prevention%20of%20Insider%20Trading.pdf

27. MANAGEMENT''S DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under
Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of
this Report.

28. CORPORATE GOVERNANCE REPORT

In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate
Governance provisions are not mandatory for the Company, as it is listed as a Small and Medium-sized
Enterprise (SME).

29. GENERAL SHAREHOLDER INFORMATION

A	AGM: Day, Date, Time and Venue	Monday September 30, 2025, at 1:00 P.M through V.C
B	Financial Year	2024 - 25
C	Cut-off date for the purpose of determining shareholders for voting	September 23, 2025
D	Listing on Stock Exchanges	NSE -Emerge
E	Scrip Code/Symbol	NIRMAN
F	ISIN	INE0OK701014
G	Payment of Listing Fees	The Company has paid Annual Listing fees due to the stock exchange for the financial year 2024- 2025
H	Market Price Data (High, Low during each month in last financial year 2024-25)	*Refer Table on next page
I	Registrar and Share Transfer Agents	Bigshare Services Private Limited

MARKET PRICE DATA

MONTH	HIGH	LOW
April 2024	240.00	176.05
May 2024	252.00	195.00
June 2024	230.00	182.95
July 2024	460.50	207.85
August 2024	484.40	343.55
September 2024	444.95	329.15
October 2024	364.00	302.10
November 2024	411.00	324.00
December 2024	415.00	377.50
January 2025	456.00	333.50
February 2025	390.35	228.45
March 2025	256.45	177.05

SHAREHOLDING PATTERN AS ON MARCH 31,2025

Sr. No.	Category	Shareholders	No. of Shares Held	Percentage of holdning
01	Promoter and Promoter Group	5	46,42,444	57.96
02	Institutions Domestic	0	-	-
03	Institutions Foreign	3	3318	0.04
04	Directors and their relatives	-	-	-
05	KMP	-	-	-
06	Individual shareholders holding nominal shares Capital upto 2 lakhs	2,697	25,82,400	32.24
07	Individual shareholders holding nominal shares Capital in excess of 2 lakhs	9	4,99,112	6.23
08	NRI	89	92,118	1.15
09	Bodies corporate	25	80,188	1.00
10	Any Other	67	1,10,096	1.38
100.00		2,895	80,09,676	100.00

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place a policy for prevention of sexual harassment in accordance with the
requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act,
2013. During the year, following complaints are received, disposed off and pending:

Sr. No.	Particulars	No. of Complaints
01	Number of Complaints of Sexual Harassment received during the FY	0
02	Number of Complaints disposed-off during the FY	0
03	Number of Cases pending at the end of FY for more than Ninety days	0

31. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961:

Company is in Compliance with provisions relating to the MATERNITY Benefit Act, 1961 during the Year
under review i.e. FY 2024-25.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREGIN EXCHANGE
EARNING AND OUTGO

A. Conversation of Energy

Steps taken or impact on conservation of energy: Nil
Steps taken for utilising alternate sources of energy: Nil
Capital Investment on Energy Conservation Equipment: Nil

B. Technology Absorption

Efforts made towards technology absorption: Nil

Benefits derived like product improvement, cost reduction, product development or import substitution:
Nil

Information regarding technology imported, during the last 3 years: Nil
Expenditure incurred on Research and Development: Nil

C. Foreign Exchange Earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo
during the year in terms of actual outflows

Particulars	2024 - 25	2023 - 24
Total Foreign Exchange earned	NIL	NIL
Total Foreign Exchange Outgo	NIL	NIL

33. PARTICULARS OF EMPLOYEES

Pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 the particulars of employees are attached as ''Annexure D'' forming
part of this Report.

The information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided in the Annexure forming part of this Report. In terms of the
proviso to Section 136 of the Act, the Report and Accounts are being sent to the Members excluding the
aforesaid.

34. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company did not have any funds lying unpaid or unclaimed for a period of seven year. Therefore,
there were no funds which were required to be transferred to Investor Education and Protection Fund
(IEPF).

35. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India on the Board Meetings and General Meeting.

36. DISCLOSERS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no applications made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the year along with their status as at the end of the financial year.

37. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THERE OF

As Company has not done any one-time settlement during the year under review hence no disclosure is
required.

38. ACKNOWLEDGEMENTS

The Directors wish to place on record their sincere appreciation for excellent support received from the
Banks and financial institutions during the financial year under review. Your directors also express their
warm appreciation to all employees for their contribution to your Company''s performance and for their
superior levels of competence, dedication and commitment to the growth of the Company. The Directors
are also grateful to you, the Shareholders, for the confidence you continue to repose in the Company.

By the order of Board of Directors
For, Nirman Agri Genetics Limited

Sd/- Sd/-

Pranav Kailas Bagal Abhishek Shivnarayan Gupta September 09, 2025

Managing Director Independent Director Nashik

DIN: 08839908 DIN: 09815590

---

Mar 31, 2024

Your Directors have pleasure in presenting their 3rd Annual Report together with the Audited financial statements of your Company for the year ended March 31, 2023.

1. FINANCIAL HIGHLIGHTS

PARTICULARS	STANDALONE FINANCIAL DETAILS (in Lakh)
	Current Year 2023-24	Previous Year 2022-23
Total Revenue from Operations	6,333.72	2860.80
Total Expenditure	5,239.95	2435.01
Profit / (Loss) Before Taxes	1,093.77	425.79
Less: a. Current Tax	49.95	25.57
c. Deferred Tax	3.36	(0.33)
Profit / (Loss) After Taxes	1,040.46	400.54

2. REVIEW OF PERFOMANCE

Your Company''s performance during the year under review has been record high and highest ever in the history of the Company, Your directors are of the view that company has signaled good progress and will continue to access the path of success in succeeding financial years.

During the Year under review, Your Company has recorded a turnover of Rs. 6,333.72 Lakhs as compared to turnover of Rs. 2860.80 Lakhs during the previous financial year. The company registered the PAT (Profit after Tax) of Rs. 1,040.46 Lakhs, as compared to Rs. 400.54 Lakhs, during the previous financial year.

During the year, the Company registered an increase in net profit before tax (PBT) by 156.88% amounting to Rs 1,093.77 Lakhs in the financial year 2023-24 as compared to Rs. 425.79 Lakhs in financial year 2022-23. The financial result as reflected in the profit and loss account of the Company is self-explanatory.

3. SHARE CAPITAL

The issued, subscribed and paid-up share capital of the Company stood at Rs. 5,96,08,000/- as on March 31, 2024 comprising of 59,60,800 Equity Shares of Rs.10/- each fully paid up.

* The Authorised share capital of the Company is increased to Rs. 15,00,00,000/- comprising of 1,50,00,000 Equity Shares of Rs.10/- each fully paid up by resolution of members in Annual General Meeting dated September 30, 2023.

Further, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity.

4. DIVIDEND

In view of the need to provide for further growth and building up of the financial health of the Company, your directors do not recommend any dividend for the year ended March 31, 2024.

5. CHANGE IN REGISTERED OFFICE

During the year under review, the Company has not changed its Registered Office.

6. CHANGE OF NAME OF COMPANY

During the year under review, Company has not changed its name.

7. CHANGE IN NATURE OF BUSINESS

During the financial year under review, there has been no change in business of the Company.

8. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge, confirm that -

a) In the preparation of the accounts the applicable accounting standards have been followed along with proper explanations relating to material departure;

b) Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis;

e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

9. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the financial year under review, the Company was not required to transfer any funds to the Investor Education and Protection Fund as per the provisions of Section 125 of the Act.

10. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Regulation 34(2)(e) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the Company''s operations forms part of this Annual Report.

11. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered into with the related parties during the year under review were in the ordinary course of business and on an arm''s length basis. All the related party transactions are part of the notes to accounts of the financial statements for F.Y. 2023-24. There was no material related party transaction i.e. transactions exceeding 10% of the annual turnover as per the last audited financial statements.

Further, your company has not entered into any material Related Party Transactions during the year under review. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Act in Form AOC- 2 is not applicable to the Company for the financial year 2023-24.

12. SUBSIDIARY

As on date the company does not have any subsidiary company as defined under clause (87) of section 2 of the Companies Act, 2013 and hence a statement containing salient features of financial Statement of subsidiaries in prescribed format AOC-1 is not applicable.

13. CONSOLIDATED FINANCIAL STATEMENT

As on date the company does not have any subsidiary or associate company as defined under clause (87) of section 2 and clause (6) of section 2 of the Companies Act, 2013 so there is no requirement to prepare consolidated financial statements as per section 129(3) of the Companies Act, 2013.

14. CORPORATE GOVERNANCE REPORT

The disclosure requirements as required under Para C of the Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, are not applicable to the Company pursuant to Regulation 15(2), since the company is listed on the SME Exchange.

15. LOANS, GUARANTEE AND INVESTMENT

Particulars of loans and investments made by the Company pursuant to Section 186 of the Companies Act, 2013 are given in the notes to Financial Accounts, which forms part of the Annual Report. The Company has not extended the corporate guarantee on behalf of any other Company during the year under review.

16. PUBLIC DEPOSIT

Your Company has not accepted any deposits from the public falling within the ambit of section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

17. CONSERVATION OF ENERGY

The operations of the Company are not energy intensive. However, adequate measures for conservation of energy, usage of alternate sources of energy and investments for energy conservation, wherever required have been taken. The company makes all the efforts towards conservation of energy, protection of environment and ensuring safety. The Company has not absorbed any technology.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, the Company has following personnel as the Key Managerial Personnel (KMP) pursuant to the provisions of Section 203 of the Companies Act, 2013:

Mr. Pranav Kailas Bagal - Managing Director

Mr. Sandipan Baburao Bhawar - Chief Financial Officer

Mr. Kamlesh Yadav - Company Secretary (upto April 21, 2023)

Mr. Sumitkumar Hareshbhai Patel - Company Secretary (w.e.f April 25, 2023 to

December 30,2023)

Mrs. Khushbu Kushan Shah - Company Secretary (w.e.f. January 1, 2024)

19. DISCLOSURE BY INDEPENDENT DIRECTORS

All the Independent Directors have furnished declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013.

The Board has reviewed integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year; and The Board has confirmed that the independent directors fulfill the conditions specified in the SEBI Listing Regulations and are independent of the management.

20. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its committees as well as performance of Directors individually through internally developed questionnaire on performance evaluation.

The Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings.

The performance evaluation of Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Non-Executive Chairman of the Company was also carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

21. MEETING OF THE BOARD OF DIRECTORS

Composition of the Board of Directors of the Company is in conformity with the requirements of Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under	review, a total of 13 (Thirteen) Board Meetings were convened and held:
Sr. No.	Date of Meeting	Number of Directors Present
1	April 25, 2023	5
2	May 30, 2023	5
3	July 15, 2023	5
4	July 19, 2023	5
5	July 27, 2023	5
6	September 8, 2023	5
7	September 20, 2023	5
8	September 21, 2023	5
9	October 17, 2023	5
10	January 1, 2024	5
11	February 14, 2024	5
12	March 9, 2024	5

The Board meets at regular intervals to discuss on Company''s Business policy/strategy apart from other business of the Board.

22. AUDIT COMMITTEE

The detailed composition of the members of the Audit Committee at present is given below:

Name	Nature of Directorship	Status in Committee
Ms. Riddhi Nitin Aher	Independent Director	Chairman
Mr. Pranav Kailas Bagal	Managing Director	Member
Mr. Prakash Narayandas Sawana	Non- Executive & Independent Director	Member

All the members possess sound accounting and financial management knowledge. During the period under review, total 6 (Six) Audit Committee Meetings were held:

Attendance for Audit Committee Meeting:
Name	No. of Meeting
Held		Attented
Ms. Riddhi Nitin Aher	6	6
Mr. Pranav Kailas Bagal	6	6
Mr. Prakash Narayandas Sawana	6		6
23. NOMINATION & REMUNERATION COMMITTEE
The detailed composition of the members of the Audit Committee at present is given below:
Name	Nature of Directorship		Status in Commitee
Mr. Abhishek Shivnarayan Gupta	Non-Executive Independent Director		Chairman
Mr. Prakash Narayandas Sawana	Non-Executive Independent Director		Member
Ms. Riddhi Nitin Aher	Non-Executive Independent Director		Member
During the period under review, total 3 (Three) Nomination and Remuneration Committee Meetings were held:
Attendance of Nomination & Remuneration Committee Meeting:
Name	No. of Meeting
Held		Attented
Mr. Abhishek Shivnarayan Gupta	3	3
Mr. Prakash Narayandas Sawana	3	3
Ms. Riddhi Nitin Aher	3	3

24. STAKEHOLDER RELATION COMMITEE The detailed composition of the members of the Stakeholders Relationship Committee at present is given below:
Name	Nature of Directorship		Status in Committee
Ms. Riddhi Nitin Aher	Independent Director		Chairman
Mr. Pranav Kailas Bagal	Managing Director		Member
Mr. Prakash Narayandas Sawana	Independent Director		Member
During the period under review, total 4 Attendance of Stakeholder Relationship Name	(Four) Stakeholders Relationship Commi Committee Meeting: No. of Meeting		ttee Meetings were held:
Held		Attented
Ms. Riddhi Nitin Aher 4		4
Mr. Pranav Kailas Bagal 4		4
Mr. Prakash Narayandas Sawana 4		4

25. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

During the financial year under review, the provisions related to CSR were not applicable to the Company as it does not exceed any limits provided under section 135(1) in immediately preceding financial year i.e. F.Y. 2023-24.

26. RISK MANAGEMENT

The management continuously assess the risk involved in the business and all efforts are made to mitigate the risk with appropriate action. The risk management framework of the Company is appropriate compared to the size of the Company and the environment under which the Company operates.

27. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year i.e. 31st March 2024, to which the financial statements relate and the date of this report.

28. EMPLOYEE

The particulars of employees required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report and forms part of this report.

Information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and 5(3) of the Companies (Appointment and Remuneration of Management Personnel) Rule, 2014, and forming part of Directors'' Report for the year ended 31st March, 2024 is given in a separate annexure to this report. The said annexure is not being sent along with this report to the members of the Company in line with the provisions of Section 136 of the Companies Act, 2013.

29. COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS

In accordance with the provisions of Section 134 and Section 178 of the Act and Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations, the Company has formulated nomination and remuneration policy to provide a framework for remuneration of members of the Board and Senior Management Personnel of the Company.

No changes were made in nomination and remuneration policy during the financial year under review. The NRC Policy can be accessed on the website of the Company at www.nirmanagrigen.com.

30. CORPORATE SOCIAL RESPONSIBILITY ("CSR") POLICY

During the financial year under review, the provisions related to CSR were not applicable to the Company as it does not exceed any limits provided under section 135(1) in immediately preceding financial year. So there is no requirement to formulate the CSR Policy.

31. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has adopted a whistleblower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company''s code of conduct. The policy provides direct access to the chairman of the audit committee to the whistleblowers. No one was denied access to the same.

32. AUDITORS AND AUDITORS REPORT Statutory Auditors

M/s. Devendra C Belan and Associates, Chartered Accountants having (FRN: 126495W) were appointed as Statutory Auditors of the Company in the AGM held on 30TH September, 2023 for F.Y. 2023-24 to FY 2027-28 to hold the office from the conclusion of 3rd AGM of the Company till the conclusion of 8th Annual General Meeting.

The Statutory Auditors have given an unmodified opinion on the audited financial statements (standalone) of the Company for the financial year ended March 31, 2024, which forms part of this annual report. The Statutory Auditors have given no qualification, reservation or adverse remark or disclaimer in its report.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Deepti & Associates, Practicing Company Secretaries, Delhi to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Report of the Secretarial Audit is annexed to the report.

The Management responses to the Secretarial Auditors Observations in the Audit Report are as follows:

Delay of One day in Comply with Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for F.Y. 2022-23 for which fine imposed by National Stock Exchange of India Limited on October 30, 2023.

Management Response: There was an unintentional delay of one day and the Company has filed the same on the next date.

The Company is listed on NSE Emerge Platform on March 28, 2023 but the Application to rectify the status of the Company as "Listed" to Ministry of Corporate Affairs is not made as on date of this report. Further the Company has made an application to the respective authority which is under process.

Management Response: The Company has made an application to the respective authority for the said changes.

33. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

No such order was passed by any of the authorities, which impacts the going concern status and company''s operations in future.

34. EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on 31st March, 2024 prepared in accordance with Section 92(3) of the Act is made available on the website of the Company and can be assessed using the link:

https://nirmanagrigen.eom//MGT/Doc/NAGL_MGT%209_2023-24.pdf

35. VIGIL MECHANASIM

The Company has a ''Vigil Mechanism Policy'' and ''Whistle Blower Policy'' and ''Code of Conduct'' for the directors & employees of the Company as required under the provisions of Sec. 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its powers) Rules, 2014 to deal with instances of fraud and mismanagement, to enable Directors, employees and all the stakeholder''s of the Company to report genuine concerns, to provide for adequate safeguards against victimization of persons

Company to report genuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism. The vigil mechanism is implemented through Company''s whistle blower policy adopted by the Board of Directors and the same is hosted on the Company www.nirmanagrigen.com.

36. SECRETARIAL STANDARDS

The Board have ensured compliance with the provisions of the applicable Secretarial Standards to the best of their knowledge.

37. BUSINESS RESPONSIBILITY REPORT (BRR)

The Business Responsibility Report as required under Regulation 34(2) (f) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, is not applicable on the company for the Financial Year ended March 31, 2024 as it is not mandatory for the entities which have listed their specified securities on the SME Exchange.

38. COMPANY RELATIONS

The company has maintained good industrial relations on all fronts. Your directors wish to place on record their appreciation for the honest and efficient services rendered by the employees of the company.

39. INTERNAL CONTROL SYSTEMS

Your Company has in place adequate internal financial controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations. The internal financial control of the company is adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention and detection of frauds and errors, safeguarding of the assets, and that the business is conducted in an orderly and efficient manner.

In accordance with the requirements of Section 143(3) (i) of the Companies Act, 2013, the Statutory Auditors have confirmed the adequacy and operating effectiveness of the internal financial control systems over financial reporting.

40. FRAUD REPORTING

During the year, no instances of fraud whether actual, suspected or alleged was reported by the auditors of the company, in their respective audit reports, pursuant to Section 143(12) of the Companies Act, 2013 to the Board of Directors.

41. PREVENTION OF SEXUAL HARRASSMENT AT WORKPLACE

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, on probation, contractual, temporary, and employees on third party payroll) are covered under this Policy. During the year under review, No complaint with allegations of sexual harassment was filed during the year under review under the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and as of 31st March, 2024, no complaint was pending.

42. CAUTIONARY STATEMENT

Statements in the Annual Report, particularly those which relate to Management Discussion and Analysis may constitute forward-looking statements within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

43. ACKNOWLEDGEMENT

The Board of Directors place on record their sincere appreciation for the dedicated and sincere efforts of the employees of the Company for their unstinted support throughout the year. The Board is also thankful to all its stakeholders including Bankers, Investors, members, customers, consultants, vendors, contractors etc. for their continued support and confidence reposed in the Company and look forward to

to continue fruitful association with all business partners of the company.