Bharat Agri Fert & Realty Ltd Directors Report

TO MEMBERS

Dear Members,

Your Directors are pleased to present the 40^th Annual Report of Bharat Agri Fert & Realty Limited (the Company or BAFRL) along with the Audited Financial Statements for the Financial Year ended March 31, 2025.

FINANCIAL HIGHLIGHTS:

The Audited Financial Statements of your Company as on March 31, 2025, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlights are depicted below:

(Amount in Lakhs)

OPERATIONAL REVIEW & STATE OF COMPANYS AFFAIRS:

a) Fertilizer Division: -

During the year due to gulf/middle east on going war situation prices of both raw material namely rock phosphate and Sulphur was on upward trend. Last year only Company had become debt free as far as fertilizer unit is concern, so management decided to offer their entire fixed assets on lease cum conversion basis but due to lower amount of subsidy fixed by doff results were not satisfactory so we decided to clear our present stocks and liquidated with green star fertilizer limited and will continue for searching any reliable and reputed fertilizer associates during the next year.

b) Anchaviyo Resort: -

During the year resort has done very good progress on existing set up as well as future expansion project. Company has focused their activity on wed in India mission as announced by honourable pm and we decided to set up a destination wedding which covers 250 rooms at same place thereby accommodating 500-550 guest. present rooms can easily accommodate 150-175 guest. we received a construction loan sanction upto Rs 57 Cr and rest of the funds will be utilised from surplus of thane real estate project in next 3 years. Construction work of site development started and piling work will be completed shortly for banquet, mandap and hotel with staff colony. Company had also decided to enter into operational management for a period of 3 years at an estimated revenue of Rs 650 lakh to 850 lakh year on year basis.

c) Real Estate Division: -

During the year wembely -24 work is in full swing and completed 3 slab till now and now every month it will have additional 2/3 floor. Company has already entered into marketing arrangement with reputed sales agency and received very good response from buyer and Company is confident to complete the project as per RERA (31.12.2028). After completion of entire project and sale of 457 Nos of 2/3 BHK flat company will have revenue of Rs 800 Cr based on prevailing market rate.

DIVIDEND:

Your Directors have not recommended any dividend for the year ended March 31, 2025, in order to plough back the profits for future growth and development of the Company.

TRANSFER TO RESERVES:

As permitted under the Act, your Board does not propose to transfer any amount to General Reserves. SHARE CAPITAL AND LISTING SECURITIES:

Authorized Share Capital:

The authorized share capital of the Company is Rs. 10,00,00,000/- (Rupees Ten Crores Only) divided into 1,00,00,000 (One Crore) Equity Shares of INR 1/- each.

Paid Up Share Capital:

The Issued, Subscribed and Paid-up equity share capital is Rs. 5,28,55,110/- (Rupees Five Crore Twenty-Eight Lakh Fifty-Five Thousand One Hundred Ten Only) divided into 52,85,511 (Fifty-Two Lakh Eighty-Five Thousand Five Hundred Eleven) Equity Shares of INR 1/- each.

During the Financial Year under review, there was no change in the capital structure of the Company. The Company has not issued shares with differential voting rights or granted any stock options or issued any sweat equity or issued any Bonus Shares. Further, the Company has not bought back any of its securities during the year under review and hence no further details/ information invited in this respect.

The Equity shares of the Company are listed with the BSE Limited (BSE) and available for trading at the platforms. Annual Listing fee has been paid on time to the BSE.

DEPOSITORIES:

The Company is registered with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The shareholders can take advantage of holding their shares in dematerialized mode.

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 of the Listing Regulations 2015, the Management Discussion and Analysis Report is attached as Annexure A and forms an integral part of this report.

SUBSIDIARIES, ASSOCIATE COMPANIES & JOINT VENTURES:

During the year under review, the Company does not have any Subsidiary, Associate Company or Joint Venture. DIRECTORS, KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT:

As of March 31, 2025, your Companys Board has nine members comprising of four Executive Directors and five Independent Directors including Two Woman Director. The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, which forms part of this Integrated Annual Report.

In terms of the requirement of the SEBI Listing Regulations, your Board has identified core skills, expertise, and competencies of the Directors in the context of your Companys business for effective functioning. The key skills, expertise and core competencies of your Board of Directors are detailed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Appointment/Cessation/Change in Designation of Directors:

• Re-appointment of Directors:

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Ms. Chandni Yogendra Patel (DIN: 02032483) is liable to retire by rotation at the ensuing AGM and being eligible, offers herself for re-appointment.

• Cessation:

Your directors hereby regret to inform you that Shri. Kantilal Jethwa (DIN: 00107034), Director, passed away on July 27, 2024 as a result his office was vacated.

Your Board places on record its deep appreciation for valuable services and guidance provided by Shri Kantilal Jethwa, during his tenure as director of the company.

Declaration from Independent Directors:

Your Company has received declarations from all the Independent Directors of your Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and there has been no change in the circumstances, which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs (IICA).

Familiarization Programme of Independent Directors:

In compliance with the requirements of SEBI Listing Regulations, the company has put in place a familiarization program for Independent Directors to familiarize them with their role, rights & responsibilities as Directors, the operations of the Company, business overview, etc.

The details of Familiarization Programme are explained in the Corporate Governance Report and the same is also available on the website of the Company.

Key Managerial Personnel:

As on the date of this report, the following are Key Managerial Personnel ("KMPs") of your Company as per Section 203 of the Act:

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, were not applicable to the Company for the financial year ended March 31, 2025.

NUMBER OF MEETINGS OF YOUR BOARD:

Your Board met 7 (Seven) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of the Annual Report.

INDEPENDENT DIRECTORS MEETING:

The Independent Directors met twice in the financial year dated February 13, 2025 and March 24, 2025, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and your Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and your Board that is necessary for your Board to effectively and reasonably perform their duties.

BOARD AND COMMITTEE EVALUATION:

Your Board adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual Directors, including the Chairman of your Board. The exercise was carried out through a structured evaluation process covering various aspects of your Boards functioning such as composition of your Board and committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgement, governance issues etc. At your Board meeting that followed the above-mentioned meeting of the Independent Directors, the performance of your Board, its Committees, and individual Directors was also discussed. The entire Board, excluding the Independent Directors has been evaluated, did performance evaluation of Independent Directors.

COMMITTEES OF BOARD:

As required under the Act and the SEBI Listing Regulations, your Company has constituted various Statutory Committees. As on March 31, 2025, your Board has constituted the following committees:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders Relationship Committee.

Details of all the committees such as terms of reference, composition, and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

RISK MANAGEMENT:

The provisions of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to formation of Risk Management Committee is not applicable to the company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Directors have laid down internal financial controls to be followed by your Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The company has adopted accounting policies, which are in line with the accounting standards and the Companies Act, 2013. The Audit Committee evaluates the internal financial control system periodically.

RELATED PARTY TRANSACTIONS:

Related party transactions that were entered into during the financial year were on arms length basis and were in ordinary course of business. There are no materially significant related party transactions made by the Company, which may have potential conflict with the interest of the Company. There is no material related party transactions which are not in ordinary course of business or which are not on arms length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014.Suitable disclosures on related party transactions as required by the Indian Accounting Standard have been made in the notes to Financial Statements.

REPORT ON CORPORATE GOVERNANCE:

Your Company is committed to maintain highest standards of corporate governance practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations, 2015, forms part of this Annual Report along with the requisite certificate from GMJ & Associates, Practicing Company Secretary (Membership No. F2405, COP No. 1432), regarding compliance of the conditions of corporate governance, as stipulated. In compliance with corporate governance requirements as per the SEBI Listing Regulations, 2015, your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of your Company ("Code of Conduct"), who have affirmed the compliance thereto. The Code of Conduct is available on the website of your Company at https://www.bafrl.com/investor-center.php7subcategory id=21 .

Pursuant to Section 139 of the Act read with rules made thereunder, as amended, M/s. Desai Saksena & Associates, Chartered Accountants, (Firm Registration No. 102358W) were appointed as the Statutory Auditors of your Company, for the first term of five years from the conclusion of 38^th Annual General Meeting (AGM) until the conclusion of 43^rd AGM of your company to be held in the year 2028.

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

The Reports given by M/s. Desai Saksena & Associates, Chartered Accountants, (Firm Registration No. 102358W) on the standalone financial statements of the Company for FY 2024-25 are part of the Annual Report.

The qualification given by M/s. Desai Saksena & Associates, Chartered Accountants, (Firm Registration No. 102358W) on the standalone financial statements of the Company for FY 2024-25 and replies of the management thereto is provided as Annexure- B of this report.

Secretarial Auditors and Secretarial Audit Report:

Appointment of Secretarial Auditors:

Pursuant to the provisions of Sections 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of Listing Regulations, and other applicable provisions framed thereunder, as amended, the Board of Directors, on the recommendations of the Audit Committee, in its meeting held on May 30, 2025 has recommended to the shareholders of the Company, an appointment of M/s GMJ & Associates, Company Secretaries, Peer Review Certificate no. 6140/2024) as the Secretarial Auditors of the Company for a first term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to approval of the Members at the ensuing AGM.

The Company has received the consent & eligibility certificate from M/s GMJ & Associates, Company Secretaries and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder and Listing Regulations.

Secretarial Audit Report:

The report of the Secretarial Auditor in Form No. MR-3 is annexed herewith as Annexure- C to this Report. There are no qualifications, reservations or adverse remarks or disclaimer made by the Secretarial Auditors in their Secretarial Audit Report for the year ended March 31, 2025.

The observations given by the Secretarial Auditors in their report are self-explanatory and do not call for further explanation.

Further, in terms of the provisions of the Circular No. CIR/ CFD/CMD1/27/2019 dated February 8, 2019 issued by Securities and Exchange Board of India (SEBI), M/s. GMJ & Associates, Practicing Company Secretaries have issued the Annual Secretarial Compliance Report for the financial year ended March 31, 2025, thereby confirming compliance of the applicable SEBI Regulations and circulars/ guidelines issued there under by the Company.

Cost Audit:

During the year under review, in accordance with Section 148(1) of the Act, your Company has maintained the accounts and cost records, as specified by the Central Government. Such cost accounts and records are subject to audit by M/s. S.R. Singh & Co., Cost Accountants (Firm Registration No: 101398), Cost Auditors of your Company for FY 24-25.

Your Board has appointed M/s. S.R. Singh & Co., Cost Accountants (Firm Registration No.: 101398), as Cost Auditors of your Company to conduct cost audit for the FY 2025-26. A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditors for FY 2025-26 has provided in the Notice of the ensuing AGM.

The cost accounts and records as required to be maintained under section 148 (1) of the Act are duly made and maintained by your Company

Internal Audit:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 the Board on the recommendation of the Audit Committee has appointed M/s. KCPL and Associates LLP, Chartered Accountants as Internal Auditors of the Company for the financial year 2024-25.

Your Board in its meeting held on May 30, 2025 has appointed M/s. PSRD & Co., Chartered Accountants (FRN: 126390W), as Internal Auditors of the Company to conduct Internal Audit for the FY 2025-26.

Reporting of frauds by Auditors:

During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by Companys officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, your Board, to the best of their knowledge and based on the information and explanations received from the management of your Company, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

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

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 your Company and for preventing and detecting fraud and other irregularities;

d) the annual financial statements have been prepared on a going concern basis;

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

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

EXTRACTS OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2025 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed using the link http: / / www.bafrl.com .

No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the website of your Company at https://bafrl.com/investor-center.php7subcategory id=21 .

The Company is committed to providing a safe and conducive work environment to all of its employees and associates. The Company has created the framework for individuals to seek recourse and redressal to instances of sexual harassment. The Company has in place a Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH, 2013). The policy formulated by the Company for prevention of sexual harassment is available on the website of the Company at link http: / / www.bafrl.com .

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity. The Code has been posted on the Companys website www.bafrl.com in. All the Board Members and Senior Management Personnel have confirmed compliance with the Code.