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)

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)

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:

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:

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

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:

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:

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.

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:

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:

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:

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

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:

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:

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

MARKET PRICE DATA

SHAREHOLDING PATTERN AS ON MARCH 31,2025

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:

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

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