City Crops Agro Ltd Directors Report

To, The Members, CITY CROPS AGRO LIMITED

Your Directors hereby present the 13th Board s Report on the Business and Operations of the Company together with the Audited Financial Statements along with the Auditor s Report for the Financial Year ended on 31st March, 2026.

1. FINANCIAL RESULTS:

The financial performance of the Company for the Financial Year ended on 31st March, 2026 and the previous financial year ended on 31st March, 2025 is summarized as below:

( Rs.in Lakhs)

Particulars	2025-26	2024-25
Revenue from Operations	1,953.95	5,591.71
Other Income	-	-
Total Income	1953.95	5591.71
Total Expenses	704.08	5333.95
Profit / Loss Before Exceptional and Extra Ordinary Items and Tax	(393.18)	257.76
Exceptional and Extra Ordinary Items	-	-
Profit / Loss Before Tax	(393.18)	257.76
Tax Expense: Current Tax	-	10.02
Deferred Tax	(0.02)	0.05
Profit / Loss for the Period / After Tax	(393.16)	247.69
Earnings Per Share (EPS) Basic	(2.41)	1.52
Diluted	(2.41)	1.52

2. OPERATIONS:

Total revenue from operations for Financial Year 2025-26 is Rs. 1,953.95 Lakhs compared to the total revenue from operations of Rs. 5,591.71 Lakhs of previous Financial Year. The Company has incurred Loss before tax for the Financial Year 2025-26 of Rs. 393.18 Lakhs as compared to Profit of Rs. 257.76 Lakhs of previous Financial Year. Net Loss after Tax for the Financial Year 2025-26 is Rs. 393.21 Lakhs as against Net Profit of Rs. 247.69 Lakhs of previous Financial Year.

The Directors are continuously looking for the new avenues for future growth of the Company and expect more growth in the future period.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the Financial Year 2025-26 there was no changes in nature of Business of the Company.

4. SHARE CAPITAL:

A. AUTHORISED SHARE CAPITAL:

The authorised Equity Share Capital of the Company as on 31st March, 2026 is Rs. 25,00,00,000/- (Rupees Twenty-five Crores Only) divided into 2,50,00,000 (Two Crores Fifty Lakhs Only) Equity Shares of Rs. 10.00/- (Rupees Ten Only) each.

2. PAID-UP SHARE CAPITAL:

The paid-up Equity share capital of the Company as on 31st March, 2026 is Rs. 16,31,67,600/- (Rupees Sixteen Crores Thirty-one Lakhs Sixty-Seven Thousand Six Hundred Only) divided into 1,63,16,760 (One Crore Sixty-three lakhs Sixteen Thousand Seven Hundred Sixty Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

5. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your directors do not recommend any dividend for the Financial Year 2025-26 (Previous Year - Nil).

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund ( IEPF ). During the year under review, there was no unpaid or unclaimed dividend in the Unpaid Dividend Account lying for a period of seven years from the date of transfer of such unpaid dividend to the said account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.

7. TRANSFER TO OTHER EQUITY:

The loss of the Company for the Financial Year ending on 31st March, 2026 is transferred to profit and loss account of the Company under Reserves and Surplus.

8. WEBLINK ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March 31, 2026 is available on the Company s website at www.citycropsagrolimited.com .

9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:

There have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.

11. MEETINGS OF THE BOARD OF DIRECTORS:

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Company s policies and strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 6 (six) times viz. 29th May, 2025, 7th July, 2025, 6th September, 2025, 15th September, 2025, 14th November, 2025 and 4th February, 2026.

12. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31st March, 2026 the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there is no material departure from the same; b. The Directors had selected such accounting policies and applied them consistently and 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 financial year and of the profit and loss of the Company for the financial year ended on 31st March, 2026. c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. The Directors had prepared the Annual Accounts on a going concern basis; e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as the Company does not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate Social Responsibility.

14. PARTICULARS OF LOANS, GUARANTEES, SECURITIES COVERED OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The details of loans, investment, guarantees and securities covered under the provisions of section 186 of the Companies Act, 2013 are provided in the financial statement.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year under review, all the Related Party Transactions were entered at arm s length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations.

Pursuant to Section 188 of the Act read with rules made thereunder and Regulation 23 of the Listing Regulations, all Material Related Party Transactions ( material RPTs ) require prior approval of the shareholders of the Company vide ordinary resolution.

The Company has formulated and adopted a policy on dealing with related party transactions, in line with Regulation 23 of the Listing Regulations, which is available on the website of the Company at www.citycropsagrolimited.com .

As a part of the mandate under the Listing Regulations and the terms of reference, the Audit Committee undertakes quarterly review of related party transactions entered into by the Company with its related parties. Pursuant to Regulation 23 of Listing Regulations and Section 177 of the Act, the Audit Committee has granted omnibus approval in respect of transactions which are repetitive in nature, which may or may not be foreseen, not exceeding the limits specified thereunder. The transactions under the purview of omnibus approval are reviewed on quarterly basis by the Audit Committee. Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the disclosures on Related Party Transactions in prescribed format with the Stock Exchanges.

16. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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 audit cell 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 are operating as intended.

During the year, no reportable material weakness was observed.

17. RESERVES & SURPLUS:

(Amount in Lakhs)

Sr. No.	Particulars	Amount
1.	Surplus Balance at the beginning of the year	638.24
2.	Securities Premium account	900
3.	Current Year \u2019 s Profit / Loss	(393.16)
	Total	1,145.08

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given under section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, is not given as the Company has not taken any major step to conserve the energy etc.

There were no foreign exchange earnings or outgo during the year under review.

Sr. No.	Foreign exchange earnings and outgo	F.Y. 2024-25	F.Y. 2023-24
1.	Foreign exchange earnings	Nil	Nil
2.	CIF value of imports	Nil	Nil
3.	Expenditure in foreign currency	Nil	Nil
4.	Value of Imported and indigenous Raw Materials, Spare-parts and Components Consumption	Nil	Nil

19. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES:

The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture during the period under review.

20. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.

21. STATEMENT ON ANNUAL EVALUATION OF BOARD S PERFORMANCE:

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the feedback of Directors on various parameters including:

? Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.);

? Structure, composition, and role clarity of the Board and Committees;

? Extent of co-ordination and cohesiveness between the Board and its Committees;

? Effectiveness of the deliberations and process management;

? Board / Committee culture and dynamics and

? Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of the Nomination and Remuneration Committee had one-on-one meetings with each Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain Directors inputs on effectiveness of the Board/ Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was discussed.

The evaluation process endorsed the Board Members confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management, and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board by way of individual feedback from directors.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

Knowledge Professional Conduct Comply Secretarial Standard issued by ICSI Duties Role and functions

b) For Executive Directors:

Performance as leader Evaluating Business Opportunity and analysis of Risk Reward Scenarios Key set investment goal Professional conduct and integrity Sharing of information with Board. Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

22. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

A. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company s Code of Conduct or Ethics Policy.

B. BUSINESS CONDUCT POLICY:

The Company has framed Business Conduct Policy . Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the policy. The objective of the policy is to conduct the business in an honest, transparent and in an ethical manner. The policy provides for anti-bribery and avoidance of other corruption practices by the employees of the Company.

23. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2025-26.

24. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS-18 which is forming the part of the notes to financial statement.

25. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

Sr. No.	Name	Designation	DIN/PAN
1.	Mr. Kaupilkumar Hasmukhbhai Shah	Managing Director	08937535
2.	Ms. Shitalben Kaupilkumar Shah	Non-Executive Director	08935979
3.	Mr. Kaupilkumar Hasmukhbhai Shah	Chief financial officer	*****5616K
4.	Mr. Ish Sadana	Independent Director	07141836
5.	Ms. Priyanka Joshi	Company Secretary	*****9651R
6.	Ms. Priyanka Gola	Independent Director	09384530
7.	Ms. Pooja Pandey \u2074	Independent Director	11607151

1. Ms. Priyanka K Gola had resigned from the post of Independent Director of the Company w.e.f. 7th July, 2025.

2. Ms. Priyanka Joshi is appointed as Company Secretary & Compliance Officer of the Company w.e.f. 15th September, 2025.

3. Mr. Ish Sadana is appointed as Additional Independent Director of the Company w.e.f. 4th February, 2026.

4. Ms. Pooja Pandey is appointed as Additional Independent Director of the Company w.e.f. 13th April, 2026.

Apart from the above changes, there were no other changes in the composition of the Board of Directors of the Company during the Financial Year 2025-26 and till the date of Board s Report.

As per Companies Act, 2013, the Independent Directors are not liable to retire by rotation.

26. DECLARATION BY INDEPENDENT DIRECTORS:

Ms. Pooja Pandey and Mr. Ish Sadana, Independent Directors of the Company have confirmed to the Board that they meet the criteria of Independence as specified under Section 149 (6) of the Companies Act, 2013 and they qualify to be Independent Director. They has also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16(1)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmations were noted by the Board.

27. CORPORATE GOVERNANCE:

Since the Company has listed its specified securities on the SME Exchange therefore by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) and (t) of subregulation (2) of regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence, Corporate Governance does not form part of this Board s Report.

28. DEPOSITS:

As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed any deposits during the financial year. Hence, the Company has not defaulted in repayment of deposits or payment of interest during the financial year.

29. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation of its own performance, performance of Individual Directors, Board Committees, including the Chairman of the Board on the basis of attendance, contribution towards development of the Business and various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors, the performances of Executive and Non-Executive Directors were evaluated in terms of their contribution towards the growth and development of the Company. The achievements of the targeted goals and the achievements of the expansion plans were too observed and evaluated, the outcome of which was satisfactory for all the Directors of the Company.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Company s current working and future outlook as per Annexure 1 to this Report.

31. AUDITORS:

A. Statutory Auditor:

M/s. V S S B & Associates, Chartered Accountants (FRN: 121356W), Ahmedabad was appointed as the Statutory Auditor of the Company.

The Auditor have also furnished a declaration confirming their independence as well as their arm s length relationship with your Company as well as declaring that they have not taken up any prohibited non-audit assignments for your Company. The Audit Committee reviews the independence of the Auditors and the effectiveness of the Audit Process.

B. Secretarial Auditor:

M/s. Jay Pandya and Associates, Company Secretaries, Ahmedabad, having FRN: S2024GJ963300, were appointed as the Secretarial Auditors of the Company.

The Secretarial Audit Report issued by M/s. Jay Pandya and Associates, Company Secretaries, Ahmedabad, having FRN: S2024GJ963300, for the Financial Year 2025-26 in Form No. MR-3 is annexed hereto as Annexure - 2 to this Report.

The Secretarial Auditors have not reported any frauds under Section 143(12) of the Companies Act, 2013.

32. EXPLANATIONS/COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:

i. Statutory Auditors Report:

The report of the Statutory Auditor has not made any adverse remark in their Audit Report except below remarks:

1. The Company has not remitted its income tax liabilities pertaining to the Financial Years 2022-23; 2023-24 & 2024-25. As per information available from the Income Tax Department on the date of our audit report. Further, no provision has been made in the financial statements towards the interest liability on outstanding income tax dues.

Reply: The Board of Directors acknowledges the observation made by the Statutory Auditors regarding the non-remittance of income tax liabilities pertaining to the Financial Years 2022-23, 2023-24 and 2024-25 and the non-provision of interest liability on the outstanding income tax dues.

The Company is in the process of reconciling and verifying the outstanding income tax liabilities as per the records of the Company with the information available on the Income Tax Department portal. The management is taking necessary steps to ascertain the exact amount of tax and applicable interest liability and to comply with the applicable provisions of the Income Tax Act, 1961.

The Company is committed to regularising the outstanding statutory dues and shall take appropriate steps for payment/discharge of the tax liabilities, including applicable interest, in due course.

The Board has taken note of the above observation and will continue to monitor the matter closely to ensure timely compliance with the applicable statutory requirements.

2. The GST registration of the Company has remained inactive for a prolonged period. Consequently, the Company has not filed the applicable GST returns during such period. Further, the Company has neither recognised nor discharged the applicable liability towards Reverse Charge Mechanism (RCM) under GST in the books of account as well as on the GST portal. In absence of adequate records and reconciliations, we are unable to ascertain the impact of the same on the financial statements.

Reply: The Board of Directors has taken note of the observation made by the Statutory Auditors regarding the inactive status of the Company s GST registration, non-filing of applicable GST returns, and non-recognition and discharge of liability, if any, towards Reverse Charge Mechanism (RCM) under GST.

The Company is in the process of reviewing and reconciling its GST records, books of account and other relevant documents to determine the applicability and quantum of GST liability, including liability under RCM, for the relevant period. The Company is also taking necessary steps to regularise its GST compliance and file the applicable returns in accordance with the provisions of the Goods and Services Tax laws.

3. The Management of the Company has advanced an amount of ?300.25 lakhs towards agricultural land development activities out of the proceeds raised through the Initial Public Offer (IPO), pursuant to the listing of the Company on the BSE SME platform on 10 October 2023. The aforesaid advances continue to remain outstanding as at the Balance Sheet date. The Company has not been provided with sufficient and appropriate supporting audit evidence to substantiate the nature, genuineness and recoverability of the aforesaid advances.

Reply: The Board confirms that the advance of ? 300.25 lakhs was extended in good faith towards genuine agricultural land development activities that are integral to the Company s core business objects, and the said advance continues to be considered good and recoverable by the Management.

The Company is in the process of collating and furnishing the complete set of supporting documentation, including the underlying agreements/work orders, evidence of utilisation of funds, work completion status and balance confirmations from the concerned parties, so as to enable full substantiation of the advance in subsequent audit periods.

The Board further confirms that it will undertake a periodic review of the recoverability of this advance and will ensure that any provision required under the applicable Accounting Standards is recognized promptly in the financial statements, should the assessment so warrant. The Management remains confident of the eventual recovery/utilisation of the advance in the course of the ongoing land development activity.

4. The balances of Trade Receivables are subject to confirmation and reconciliation. Confirmations in respect of certain parties are yet to be received, and complete reconciliations and supporting documentary evidence have not been made available. Certain Trade Receivables have remained outstanding for a period exceeding two years, and no provision has been recognised in respect of such long outstanding balances.

Reply: The Board wishes to clarify that the Company has already initiated the process of obtaining balance confirmations from all its trade debtors and expects to complete the reconciliation exercise in the near term. Confirmations from a majority of the significant parties have already been obtained and follow-up with the remaining parties is actively in progress.

The Board assures that it will undertake a detailed ageing-wise review of all long-outstanding receivables and will recognize an appropriate provision for doubtful debts, wherever recoverability is found to be doubtful upon completion of the reconciliation and confirmation process, in accordance with the applicable Accounting Standards.

5. Trade Payables reflected in the books of account are subject to confirmation and reconciliation from the respective parties. Confirmations in respect of remaining parties are still awaited, and certain payable balances are outstanding for a considerable period of time. In the absence of complete confirmations and reconciliations, the correctness, completeness and existence of such liabilities could not be ascertained.

Reply: The Board confirms that the Company has already sought balance confirmations from its trade creditors and has received confirmations from a number of significant parties. The process of obtaining confirmations from the remaining creditors and completing the reconciliation of outstanding balances is actively underway.

The Management wishes to clarify that the Trade Payables reflected in the books represent genuine trade liabilities arising in the ordinary course of business, and there is no indication of any incorrectness, incompleteness or non-existence of such liabilities based on the Management s internal review.

The Board assures that the reconciliation exercise will be completed at the earliest and any discrepancies identified upon receipt of the balance confirmations will be appropriately adjusted in the books of account.

6. During the current financial year, the Company has written down the value of its opening Stock-in-Trade, being perishable in nature, to NIL value. The said stock had become non-saleable due to its perishable nature and was subsequently destroyed, resulting in no recoverable or realizable value. Due to this, the Company has incurred substantial losses during the year under review.

Reply: The Board wishes to clarify that the write-off of the opening Stock-in-Trade was necessitated on account of the perishable nature of the agricultural produce held by the Company, which, owing to prolonged storage and market conditions beyond the Company s reasonable control, lost its commercial saleability and realizable value during the year. The decision to write down and subsequently destroy the said stock was taken by the Board after due deliberation.

The Board assures the members that it has since strengthened its inventory monitoring and turnaround procedures, including more frequent stock ageing reviews and tighter alignment between procurement and offtake cycles, so as to minimise the risk of similar losses arising from the perishable nature of the Company s inventory in future periods.

ii. Secretarial Auditor s Report:

The report of the Secretarial auditor has not made any adverse remark in their Audit Report except:

1. The Company has not complied with the provisions of Regulation 6(1) of SEBI (LODR) Regulations, 2015 w.r.t appointment of a Qualified Company Secretary for June, 2025 quarter.

Reply: The Company was in the process of identifying and appointing a suitable qualified Company Secretary during the said period. After following a due selection and recruitment process, the Company has appointed a qualified Company Secretary. Accordingly, the vacancy has been duly filled and the Company is presently in compliance with the applicable provisions of the Companies Act, 2013.

2. During the period under review, the Company had advanced an amount aggregating to 300.25 lakhs towards agricultural land development activities out of the proceeds of its Initial Public Offer. The said amount remained outstanding as at the end of the financial year. The Company did not provide us with adequate supporting records, including agreements/work orders, party-wise details, evidence of utilisation, work-completion records and balance confirmations. Consequently, we were unable to verify whether the aforesaid amount was utilised in accordance with the objects of the IPO as disclosed in the offer document and whether the statements of utilisation/deviation or variation submitted to the Audit Committee and BSE Limited under Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 correctly reflected the actual utilisation of the IPO proceeds. Accordingly, compliance with Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in relation to the aforesaid amount, could not be independently verified by us. Further, in the absence of sufficient records, we are unable to comment on whether the aforesaid utilisation constitutes any variation from the objects stated in the offer document requiring compliance with Section 27 of the Companies Act, 2013.

Reply: The Board confirms that the advance of 300.25 lakhs was extended in good faith towards genuine agricultural land development activities that are integral to the Company s core business objects, and the said advance continues to be considered good and recoverable by the Management.

The Company is in the process of collating and furnishing the complete set of supporting documentation, including the underlying agreements/work orders, evidence of utilisation of funds, work completion status and balance confirmations from the concerned parties, so as to enable full substantiation of the advance in subsequent audit periods.

33. DISCLOSURES:

A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee as tabulated below, was held on 29th May, 2025, 21st July, 2025, 14th November, 2025 and 4th February, 2026. The attendance records of the members of the Committee are as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Ms. Bhavana Shah	Chairperson	4	4
Mr. Kaupil Shah	Member	4	4
Mr. Ish Sadana	Member	NA	NA
Ms. Pooja Pandey	Chairperson	NA	NA
Ms. Shitalben Shah \u2074	Member	4	4

1. Ms. Bhavana Shah had resigned from the post of Chairperson of Audit Committee of the Company w.e.f. 13th April, 2026.

2. Mr. Ish Sadana is appointed as Member of Audit Committee of the Company w.e.f. 4th February, 2026.

3. Ms. Pooja Pandey is appointed as Chairperson of Audit Committee of the Company w.e.f. 13th April, 2026.

4. Ms. Shitalben Shah had resigned from the post of Member of Audit Committee of the Company w.e.f. 4th February, 2026.

B. Composition of Nomination and Remuneration Committee:

During the year under review, meeting of the members of the Nomination and Remuneration committee, as tabulated below, was held on 15th September, 2025 and 4th February, 2026. The attendance records of the members of the Committee are as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Ms. Bhavna Basantbhai Shah	Chairperson	2	2
Ms. Shitalben Shah	Member	2	2
Mr. Ish Sadana	Member	NA	NA
Mr. Kaupil Shah	Member	2	2
Ms. Pooja Pandey \u2074	Chairperson	NA	NA

1. Ms. Bhavana Shah had resigned from the post of Chairperson of Nomination and Remuneration Committee of the Company w.e.f. 13th April, 2026.

2. Mr. Ish Sadana is appointed as Member of Nomination and Remuneration Committee of the Company w.e.f. 4th February, 2026.

3. Mr. Kaupil Shah had resigned from the post of Member of Nomination and Remuneration Committee of the Company w.e.f. 4th February, 2026.

4. Ms. Pooja Pandey is appointed as Chairperson of Nomination and Remuneration Committee of the Company w.e.f. 13th April, 2026.

C. Composition of Stakeholders Relationship Committee:

During the year under review, meeting of members of Stakeholders Relationship committee as tabulated below, was held on 6th September, 2025. The attendance records of the members of the Committee are as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Ms. Bhavana Shah	Chairperson	1	1
Ms. Shitalben Shah	Member	1	1
Mr. Kaupil Shah	Member	1	1
Ms. Pooja Pandey	Chairperson	NA	NA
Mr. Ish Sadana \u2074	Member	NA	NA

1. Ms. Bhavana Shah had resigned from the post of Chairperson of Nomination and Remuneration Committee of the Company w.e.f. 13th April, 2026.

2. Mr. Kaupil Shah had resigned from the post of Member of Nomination and Remuneration Committee of the Company w.e.f. 4th February, 2026.

3. Mr. Ish Sadana is appointed as Member of Nomination and Remuneration Committee of the Company w.e.f. 4th February, 2026.

4. Ms. Pooja Pandey is appointed as Chairperson of Nomination and Remuneration Committee of the Company w.e.f. 13th April, 2026.

34. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has always been committed to provide a safe and conducive work environment to its employees. Your directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

The following no. of complaints was received under the POSH Act and the rules framed thereunder during the year:

a. Number of complaints filed during the financial year - NIL b. Number of complaints disposed of during the financial year - NIL c. Number of complaints pending as on end of the financial year - NIL

35. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the management continued to remain cordial during the year under review.

36. MAINTENANCE OF COST RECORDS:

The provisions relating to maintenance of cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, are not applicable to the Company and accordingly such accounts and records are not required to be maintained.

37. DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI, the shares of the Company are under compulsory demat form. The Company has established connectivity with both the Depositories i.e., National Securities Depository Limited ( NSDL ) and Central Depository Services (India) Limited ( CDSL ) and the Demat activation number allotted to the Company is ISIN: INEOM7501019.

38. INSOLVENCY AND BANKRUPTCY CODE:

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

39. POLICY ON DIRECTOR S APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of achievements on a periodical basis. The remuneration policy is in consonance with the existing industry practice and is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time. The Company s Policy on director s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3) of the Act is available on the website of the Company at www.citycropsagrolimited.com .

40. VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

The 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 thereof is not applicable to the Company.

41. ACKNOWLEDGEMENTS:

Your directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.

A-703, Registered Privilon, Office: B/H Iscon Temple, Ambli-		By the order of the Board,
Bopal Ahmedabad, Road, S.G Ahmadabad Highway, City, Thaltej Gujarat, Road,		City Crops Agro Limited
India, 380054
	Sd/-	Sd/-
: Ahmedabad	Kaupilkumar Shah	Shitalben Shah
Place : 8 th	Managing Director	Director
Date September, 2026	DIN: 08937535	DIN: 08935979