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Cropster Agro Ltd Directors Report

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Nov 13, 2026|04:01:00 PM

Cropster Agro Ltd Share Price directors Report

To, The Members, Cropster Agro Limited

Your Directors present the 41st Boards Report on the Business and Operations of the Company along with the Audited Statement of Accounts for the Financial Year ended on 31st March 2026.

1. FINANCIAL RESULT:

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

Particulars 2025-26 2024-25
Revenue from Operations 17,520.11 19,429.92
Other Income 7.13 32.98
Total Income 17,527.24 19,462.90
Total Expenses 15,946.77 18,120.69
Profit / Loss Before Exceptional and Extra Ordinary Items and Tax Expenses 1,580.47 1,342.21
Add / Less: Exceptional and Extra Ordinary Items 0.00 0.00
Profit / Loss Before Tax Expenses 1,580.47 1,342.21
Less: Tax Expense 54.38 42.50
Current Tax 54.38 42.50
Deferred Tax 0.00 0.00
Tax of Earlier Year
Profit / Loss for the period 1,526.09 1,299.71
Earnings per share (EPS)
Basic 1.82 5.20
Diluted 1.82 5.20

2. OPERATIONS:

Total income of the Company for the Financial Year 2025-26 is Rs. 17,527.24 Lakhs compared to the total income of Rs. 19,462.90 Lakhs in the Previous Financial Year. The Company has incurred profit before tax for the Financial Year 2025-26 of Rs. 1,580.47 Lakhs as compared to the profit before tax of Rs. 1,342.21 Lakhs in the previous Financial Year. Net Profit after tax for the Financial Year 2025-26 is Rs. 1,562.09 Lakhs as against Net profit after tax of Rs. 1,299.71 Lakhs in the 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, Company has not changed its business activities.

4. SHARE CAPITAL:

Authorised Share Capital:

The authorized share capital of the Company as on 31st March, 2026 is 84,00,00,000 (Rupees Eighty-Four Crores only) divided into 84,00,00,000 (Eighty-Four Crores Only) equity shares of face value of 1/- (Rupee One Only) each.

Paid up Share Capital:

The paid-up share capital of the Company as on 31st March, 2026 is 84,00,00,000 (Rupees Eighty-Four Crores only) divided into 84,00,00,000 (Eighty-Four Crores Only) equity shares of face value of 1.00/- (Rupee One 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 Profit 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 (i.e. Other Equity).

8. WEBLINK FOR ANNUAL REPORT:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2026 is available on the Companys website https://www.planterspoolsacks.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:

Change in Registered Office of the Company:

The Board of Directors of the Company, at its meeting held on 23rd July, 2025, considered and approved to change the registered office of the company from B 2 207 West Gate Business Bay, Opp Andaj Party Plot, Bodakdev, Ahmedabad, Gujarat, India - 380 054, to A-828, West Bank Building, Opp. City Gold Cinema, Ashram Road, Ashram Road P.O, Ahmedabad, Gujarat, India - 380 009 i.e. within local limits of the same city.

Change in Registered Office of the Company:

The Board of Directors of the Company, at its meeting held on 27th April, 2026, considered and approved to change the registered office of the company from A-828, West Bank Building, Opp. City Gold Cinema, Ashram Road, Ashram Road P.O, Ahmedabad, Gujarat, India - 380 009 to B/2, 207, West Gate Business Bay, Opp. Andaj Party Plot, SG Highway, Jivraj Park, Ahmedabad, Gujarat, India - 380 051 i.e. within local limits of the same city.

Change in Corporate Office of the Company:

The Board of Directors of the Company, at its meeting held on 22nd June, 2026, considered and approved to keep and maintain the books of accounts of the Company from A-828, West Bank Building, Opp. City Gold Cinema, Ashram Road, Ashram Road P.O, Ahmedabad, Gujarat, India - 380 009 to B/2, 207, West Gate Business Bay, Opp. Andaj Party Plot, SG Highway, Jivraj Park, Ahmedabad, Gujarat, India - 380 051 i.e. within local limits of the same city.

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

There is 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. BOARD MEETINGS AND ATTENDANCE:

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 Companys policies and strategies apart from the Board Matters.

2025, 2nd July, 2025, 21st July, 2025, 23rd July, 2025, 14th August, 2025, 28th August, 2025, 5th September, 2025, 18th September, 2025, 14th November, 2025, 6th February, 2026, 11th February, 2026 and 14th February, 2026.

12. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3) (c) and 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 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 as at 31st March, 2026 and 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):

During the year under review, the Company is covered under the criteria prescribed under Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and accordingly, the provisions relating to Corporate Social Responsibility (CSR) were applicable to the Company, and therefore, it is mandatory to comply with the same.

The Company has formed the CSR Committee as per the Section 135 of the Companies Act, 2013. The Board of Directors has also approved the CSR Policy of the Company, which is available on the Companys website at https://www.planterspoolsacks.com/ .

The Company has spent the amount on CSR Activities for the financial year 2025-26 as per Schedule VII of the Companies Act, 2013. The Company has duly spent the amount within time prescribed under Section 135 of the Companies Act, 2013. The CSR Report separately attached here with as Annexure - 1.

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

i. Auditors Report:

The Auditors report for the Financial Year ended 31st March, 2026 has been issued with an unmodified opinion, by the Statutory Auditor.

The report issued by Statutory Auditors for financial year 2025-26 does not contain any qualifications or adverse remarks. The Statutory Auditors have not reported any frauds under Section 143(12) of the Act.

ii. Secretarial Auditors 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 13(3) of SEBI LODR Regulations with respect to Statement of Investor Complaints to the stock exchange within stipulated time for the Quarter ending on 30th June, 2025.

2. The Company has not complied with the provisions of Regulation 27(2) of SEBI LODR Regulations with respect to Submission of the Corporate Governance Compliance Report within stipulated time for the Quarter ending on 30th June, 2025.

3. The Company has not complied with the provisions of Regulation 47 of SEBI LODR Regulations with respect to Publication of Newspaper Advertisement and its intimation to the stock exchange within stipulated time for the Financial Results for the Quarter ended on 30th June, 2025.

4. The Company has not complied with the provisions of Regulation 47 of SEBI LODR Regulations with respect to Publication of Newspaper Advertisement and its intimation to the stock exchange within Stipulated Time for the Financial Results for the Quarter ended on 30th September, 2025.

5. The Company has not complied with the provisions of Regulation 47 of SEBI LODR Regulations with respect to Publication of Newspaper Advertisement and its intimation to the stock exchange within stipulated time for the Financial Results for the Quarter ended on 31st December, 2025.

6. The Company has not complied with the provisions of Section 138 of the Companies Act, 2013, read with Rule 13 of the Companies (Accounts) Rules, 2014, during the financial year 2025-26, as it has not appointed an Internal Auditor in accordance with the applicable provisions.

Reply:

1. The management has done delayed compliance and paid the requisite fine levied by the stock exchange. Further the Management has ensured that it shall be complying with the stipulated regulations in timely manner.

2. The Management has ensured that it shall be complying with the stipulated regulations in timely manner.

3. The Management has ensured that it shall be complying with the stipulated regulations in timely manner.

4. The Management has ensured that it shall be complying with the stipulated regulations in timely manner.

5. The Management has ensured that it shall be complying with the stipulated regulations in timely manner.

6. Necessary steps are being taken to complete the appointment of Internal Auditor. Due care shall be exercised to ensure timely compliance with the applicable provisions in future.

15. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN, INVESTMENTS MADE AND SECURITIES PROVIDED 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.

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

During the year under review, all the Related Party Transactions were entered at arms 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.planterspoolsacks.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.

17. 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 Auditors 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.

18. RESERVES & SURPLUS:

Sr. No. Particulars Amount
1. Balance at the beginning of the year 2,293.50
2. Current Years Profit 1,526.09
3. Amount of Securities Premium and other Reserves 100.00
Total 3,919.59

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

Presently, your Company has been carrying the business activities whose nature does not require to take steps for the conservation of energy. Additionally, the Company will introduce and implement several technological upgradations, with an objective to obtain improved quality of output at a reduced cost in upcoming times, if it requires. Further, there was neither Foreign Exchange Earning nor Foreign Exchange outgoing during the year under review.

20. DISCLOSURES RELATING TO HOLDING / SUBSIDIARY / ASSOCIATE COMPANY AND JOINT VENTURES:

The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.

21. 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.

22. STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS:

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 fulfilment 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 NRC 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.

23. 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 Behaviour, actual or suspected fraud or violation of Companys 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.

24. 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.

25. 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.

26. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

Sr. No Name Designation DIN/PAN
1 Jignesh Kumar Patel 5 Managing director 05257911
2 Jaivikkumar Patel 4 Managing director 10981461
3 Vijaykumar Nayak 20 Managing director 11839733
4 Maya Devi 6 Non-Executive & Non-Independent Director 10229643
5 Ish Sadana 10 Non-Executive Independent Director 07141836
6 Meenu Jain 13 Non-Executive Independent Director 07072779
7 Geetika Garg 14 Non-Executive Independent Director 10643307
8 Nilam Makwana 1 Non-Executive Independent Director 09210336
9 Divyesh Bhanushali 2 Non-Executive Independent Director 10860757
10 Sejal Rakeshkumar Rathod 7 Non-Executive Independent Director 11228401
11 Aashish Kumar Hemraj Maury 12 Non-Executive Independent Director 10931075
12 Mahavirsinh Pravinsinh Zala 11 Non-Executive Independent Director 11252257
13 Harendrasingh Chauhan 8 Non-Executive & Non-Independent Director 11241707
14 Jignesh Manilal Shrimali 12 Non-Executive & Non-Independent Director 11673722
15 Chirag Jonwal 17 Non-Executive Independent Director 11663060
16 Dipak Rana 18 Non-Executive Independent Director 11743872
17 Yatharth Mimrot 19 Non-Executive Independent Director 11640738
18 Pranav Mahadevbhai Pandit 21 Non-Executive Independent Director 11888189
19 Jignesh Kumar Patel 16 Chief Financial Officer AQ*********
20 Pavankumar Ramsinh Verma 9 Chief Financial Officer BA********M
21 Vijaykumar Nayak 20 Chief Financial Officer AQ*********K
22 Reetu Bansal 3 Company Secretary and Compliance Officer AW*********D
23 Shruti Joshi 15 Company Secretary and Compliance Officer KR*********

1. Ms. Nilam Makwana was resigned from the post of Non-Executive and Independent Director of the Company w.e.f. 6th June, 2025.

2. Mr. Divyesh Bhanushali was appointed as Additional Non-Executive and Independent Director of the Company w.e.f. 7th June, 2025 and resigned from the post of Non-Executive and Independent Director of the Company w.e.f. 2nd July, 2025.

3. Ms. Reetu Bansal was resigned from the post of Company Secretary and Compliance Officer the Company w.e.f. 2nd July, 2025.

4. Mr. Jaivikkumar Patel was appointed as a Managing Director of the Company w.e.f. 21st July, 2025, subsequently regularized by the shareholders at their meeting held on 27th September, 2025 and resigned from the post of Managing Director of the Company w.e.f. 21st July, 2026.

5. Mr. Jignesh Kumar Patel was resigned from the post of Managing Director and Chief Financial Officer of the Company w.e.f. 22nd July, 2025.

6. Ms. Maya Devi was resigned from the post of Non-Executive Director of the Company w.e.f. 14th August, 2025.

7. Ms. Sejalben Rakeshkumar Rathod was appointed as an Additional Non-Executive and Independent Directors of the Company w.e.f. 14th August, 2025, subsequently regularized by the shareholders at their meeting held on 27th September, 2025 and resigned from the post of Non-Executive and Independent Director of the Company w.e.f. 27th July, 2026.

8. Mr. Harendrasingh Chauhan was appointed as an Additional Non-Executive and Non- Independent Directors of the Company w.e.f. 14th August, 2025, subsequently regularized by the shareholders at their meeting held on 27th September, 2025 and resigned from the post of Non-Executive and Non-Independent Director of the Company w.e.f. 30th July, 2026.

9. Mr. Pavankumar Ramsinh Verma was appointed as a Chief Financial Officer of the Company w.e.f. 14th August, 2025, and resigned from the post of Chief Financial Officer of the Company w.e.f. 27th April, 2026.

10. Mr. Ish Sadana was resigned from the post of Non-Executive and Independent Director of the Company w.e.f. 28th August, 2025.

11. Mr. Mahavirsinh Pravinsinh Zala was appointed as an Additional Non-Executive and Independent Director of the Company w.e.f. 28th August, 2025, subsequently regularized by the shareholders at their meeting held on 27th September, 2025 and resigned from the post of Non-Executive and Independent Director of the Company w.e.f. 27th April, 2026.

12. Mr. Aashish Kumar Hemraj Maury was appointed as an Additional Non-Executive and Independent Director of the Company w.e.f. 28th August, 2025, subsequently regularized by the shareholders at their meeting held on 27th September, 2025 and resigned from the post of Non-Executive and Independent Director of the Company w.e.f. 27th July, 2026.

13. Ms. Meenu Jain was resigned from the post of Non-Executive and Independent Director of the Company w.e.f. 18th September, 2025.

14. Ms. Geetika Garg was resigned from the post of Non-Executive and Independent Director of the Company w.e.f. 18th September, 2025.

15. Ms. Shruti Joshi was appointed as a Company Secretary and Compliance Officer of the Company w.e.f. 18th September, 2025 and resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. 30th July, 2026.

16. Mr. Jignesh Manilal Shrimali was appointed as an Additional Non-Executive and Non-Independent Director of the Company w.e.f. 25th April, 2026, and resigned from the post of Additional Non-Executive and Non-Independent Director of the Company w.e.f. 21st July, 2026.

17. Mr. Chirag Jowal was appointed as an Additional Non-Executive and Independent Director of the Company w.e.f. 27th April, 2026 and subsequently regularized by the shareholders at their meeting held on 22nd July, 2026.

18. Mr. Dipak Rana was appointed as an Additional Non-Executive and Independent Directors of the Company w.e.f. 2nd June, 2026, subsequently regularized by the shareholders at their meeting held on 22nd July, 2026.

19. Mr. Yatharth Mimrot was appointed as an Additional Non-Executive and Independent Directors of the Company w.e.f. 2nd June, 2026, subsequently regularized by the shareholders at their meeting held on 22nd July, 2026 and resigned from the post of Non-Executive and Independent Director of the Company w.e.f. 12th August, 2026.

20. Mr. Vijaykumar Nayak was appointed as a Managing Director and Chief Financial Officer of the Company w.e.f. 21st July, 2026.

21. Mr. Pranav Pandit was appointed as an Additional Non-Executive and Independent Director of the company w.e.f. 13th August, 2026.

27. DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Chirag Jowal, Mr. Dipak Rana and Mr. Pranav Mahadevbhai Pandit are the 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 Directors. They have 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.

28. 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 Companys current working and future outlook as per Annexure II to this Report.

29. CORPORATE GOVERNANCE:

In terms of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report and the Auditors Certificate regarding Compliance to Corporate Governance requirements forms part of this Annual Report as Annexure - III.

30. 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.

Page 29

31. 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.

32. AUDITORS AND THEIR REPORTS:

A. STATUTORY AUDITOR:

M/s. Sarang Shivajirao Chavan & Associates, Chartered Accountants, Ahmedabad, were appointed as the Statutory Auditors of the Company. The Auditors report for the Financial Year ended 31st March, 2026 has been issued with an unmodified opinion, by the Statutory Auditor.

B. SECRETARIAL AUDITOR:

The Board appointed M/s. Dhruvi Patel & Associates, Company Secretaries, Ahmedabad, (FRN: S2025GJ1018200) to conduct Secretarial Audit for the Financial Year 2025-26. The Secretarial Audit Report for the Financial Year ended 31st March, 2026 is annexed herewith marked as Annexure - IV to this Report.

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 26th May 2025, 21st July, 2025, 14th August, 2025, 5th September, 2025, 18th September, 2025, 14th November, 2025, 6th February, 2026, 11th February, 2026 and 14th 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
Nilam Makwana Chairperson 1 1
Meenu Jain Chairperson 4 4
Sejalben Rakeshkumar Rathod Chairperson 4 4
Dipak Rana\u2070 Chairperson NA NA
Ish Sadana\u2076 Member 3 3
Jignesh Kumar Patel \u2074 Member 2 2
Geetika Garg\u2075 Member 2 2
Jaivikkumar Patel Member 7 7
Mahavirsinh Pravinsinh Zala\u2078 Member 4 4
Aashish Kumar Hemraj Maury\u2079 Member NA NA
Yatharth Mimrot Member NA NA
Chirag Jonwal Member NA NA
Pranav Pandit Member NA NA

1. Ms. Nilam Makwana was resigned from the post of Chairperson of the Audit Committee w.e.f. 6th June, 2025.

2. Ms. Meenu Jain was appointed as a Chairperson of the Audit Committee w.e.f. 6th June, 2025 and resigned from the post of Chairperson of the Audit Committee w.e.f. 18th September, 2025.

3. Mr. Jaivikkumar Patel was appointed as a Member of the Audit Committee w.e.f. 22nd July, 2025 and resigned from the post of Member of the Audit Committee w.e.f. 21st July, 2026.

4. Mr. Jignesh Kumar Patel was resigned from the post of Member of the Audit Committee w.e.f. 22nd July, 2025.

5. Ms. Geetika Garg was appointed as a Member of the Audit Committee w.e.f. 28th August, 2025 and resigned from the post of Member of the Audit Committee w.e.f. 18th September, 2025.

6. Mr. Ish Sadana was resigned from the post of member of the Audit Committee w.e.f. 28th August, 2025.

7. Ms. Sejalben Rakeshkumar Rathod was appointed as a Chairperson of the Audit Committee w.e.f. 18th September, 2025 and resigned from the post of Chairperson of the Audit Committee w.e.f. 2nd June, 2026.

8. Mr. Mahavirsinh Pravinsinh Zala was appointed as a Member of the Audit Committee w.e.f. 18th September, 2025 and resigned from the post of Member of the Audit Committee w.e.f. 27th April, 2026.

9. Mr. Aashish Kumar Hemraj Maury was appointed as a Member of the Audit Committee w.e.f. 27th April, 2026 and resigned from the post of Member of the Audit Committee w.e.f. 2nd June, 2026.

10. Mr. Dipak Rana was appointed as a Chairperson of the Audit Committee w.e.f. 2nd June, 2026.

11. Mr. Yatharth Mimrot was appointed as Member of the Audit Committee w.e.f. 2nd June, 2026 and resigned from the post of Member of the Audit Committee w.e.f. 12th August, 2026.

12. Mr. Chirag Jonwal was appointed as a Member of the Audit Committee w.e.f. 21st July, 2026.

13. Mr. Pranav Pandit was appointed as a Member of the Audit Committee w.e.f. 13th August, 2026.

b) Composition of Nomination and Remuneration Committee:

During the year under review, meetings of the members of the Nomination and Remuneration committee, as tabulated below, were held on 7th June, 2025, 21st July, 2025, 14th August, 2025, 28th August, 2025 and 18th September, 2025.

The attendance records of the members of the Committee are as follows:

Name Status No. of the Committee Meetings entitled No. of Committee Meetings attended
Nilam Makwana Chairperson NA NA
Meenu Jain Chairperson 5 5
Sejalben Rakeshkumar Rathod Chairperson NA NA
Dipak Rana Chairperson NA NA
Ish Sadana\u2076 Member 3 3
Maya Devi \u2074 Member 2 2
Geetika Garg Member 4 4
Harendrasingh Chauhan\u2075 Member 2 2
Mahavirsinh Pravinsinh Zala\u2076 Member NA NA
Aashish Kumar Hemraj Maury\u2079 Member NA NA
Yatharth Mimrot Member NA NA
Chirag Jonwal\u2070 Member NA NA
Pranav Pandit Member NA NA

1. Ms. Nilam Makwana was resigned from the post of Chairperson of the Nomination and Remuneration Committee w.e.f. 6th June, 2025.

2. Ms. Meenu Jain was appointed as a Chairperson of the Nomination and Remuneration Committee w.e.f. 6th June, 2025 and resigned from the post of Chairperson of the Nomination and Remuneration Committee w.e.f. 18th September, 2025.

3. Ms. Geetika Garg was appointed as a Member of the Nomination and Remuneration Committee w.e.f. 6th June, 2025 and resigned from the post of Member of the Nomination and Remuneration Committee w.e.f. 18th September, 2025.

4. Ms. Maya Devi was resigned from the post of member of the Nomination and Remuneration Committee w.e.f. 14th August, 2025.

5. Mr. Harendrasingh Chauhan was appointed as a Member of the Nomination and Remuneration Committee w.e.f. 14th August, 2025 and resigned from the post of Member of the Nomination and Remuneration Committee w.e.f. 27th April, 2026.

6. Mr. Ish Sadana was resigned from the post of member of the Nomination and Remuneration Committee w.e.f. 28th August, 2025.

7. Ms. Sejalben Rakeshkumar Rathod was appointed as a Chairperson of the Nomination and Remuneration Committee w.e.f. 18th September, 2025 and resigned from the post of Chairperson of the Nomination and Remuneration Committee w.e.f. 2nd June, 2026.

8. Mr. Mahavirsinh Pravinsinh Zala was appointed as a Member of the Nomination and Remuneration Committee w.e.f. 18th September, 2025 and resigned from the post of Member of the Nomination and Remuneration Committee w.e.f. 27th April, 2026.

9. Mr. Aashish Kumar Hemraj Maury was appointed as a Member of the Nomination and Remuneration Committee w.e.f. 27th April, 2026 and resigned from the post of Member of the Nomination and Remuneration Committee w.e.f. 2nd June, 2026.

10. Mr. Chirag Jonwal was appointed as a Member of the Nomination and Remuneration Committee w.e.f. 27th April, 2026.

11. Mr. Dipak Rana was appointed as a Chairperson of the Nomination and Remuneration Committee w.e.f. 2nd June, 2026.

12. Mr. Yatharth Mimrot was appointed as Member of the Nomination and Remuneration Committee w.e.f. 2nd June, 2026 and resigned from the post of Member of the Nomination and Remuneration Committee w.e.f. 12th August, 2026.

13. Mr. Pranav Pandit was appointed as a Member of the Nomination and Remuneration Committee w.e.f. 13th August, 2026.

c) Composition of Stakeholders Relationship Committee:

During the year under review, meetings of members of Stakeholders Relationship committee as tabulated below, were held on 5th September, 2025 and 18th September, 2025.

The attendance records of the members of the Committee are as follows:

1. Ms.Nilam Makwana was resigned from the post of Chairperson of the Stakeholders Relationship Committee w.e.f.6 June, 2025.

2. Ms.Meenu Jain was appointed as a Chairperson of the Stakeholders Relationship Committee w.e.f.6 June, 2025 and resigned from the post of Chairperson of the Stakeholders Relationship Committee w.e.f.18th September, 2025.

3. Ms.Geetika Garg was appointed as a Member of the Stakeholders Relationship Committee w.e.f.6 June, 2025 and resigned from the post of Member of the Stakeholders Relationship Committee w.e.f.18th September, 2025.

4. Mr.Javikkumar Patel was appointed as a Member of the Stakeholders Relationship Committee w.e.f.14th August, 2025 and resigned from the post of Member of the Stakeholders Relationship Committee w.e.f.21st July, 2026.

5. Ms.Maya Devi was resigned from the post of member of the Stakeholders Relationship Committee w.e.f.14th August, 2025.

6. Mr.Ish Sadana was resigned from the post of member of the Stakeholders Relationship Committee w.e.f.28th August, 2025.

7. Ms.Sejalben Rakeshkumar Rathod was appointed as a Chairperson of the Stakeholders Relationship Committee w.e.f.18th September, 2025 and resigned from the post of Chairperson of the Stakeholders Relationship Committee w.e.f.2nd June, 2026.

8. Mr.Mahavirsinh Pravinsinh Zala was appointed as a Member of the Stakeholders Relationship Committee w.e.f.18th September, 2025 and resigned from the post of Member of the Stakeholders Relationship Committee w.e.f.27th April, 2026.

9. Mr.Aashish Kumar Hemraj Maury was appointed as a Member of the Stakeholders Relationship Committee w.e.f.27th April, 2026 and resigned from the post of Member of the Stakeholders Relationship Committee w.e.f.2nd June, 2026.

10. Mr.Dipak Rana was appointed as a Chairperson of the Stakeholders Relationship Committee w.e.f.2nd June, 2026.

11. Mr.Yatharth Mimrot was appointed as Member of the Stakeholders Relationship Committee w.e.f.2nd June, 2026 and resigned from the post of Member of the Stakeholders Relationship Committee w.e.f.12th August, 2026.

12. Mr.Chirag Jonwal was appointed as a Member of the Stakeholders Relationship Committee w.e.f.21st July, 2026.

13. Mr.Pranav Pandit was appointed as a Member of the Stakeholders Relationship Committee w.e.f.13th August, 2026.

d) Composition of Corporate Social Responsibility Committee:

During the year under review, meetings of members of Corporate Social Responsibility committee as tabulated below, were held on 18th September, 2025.

The attendance records of the members of the Committee are as follows:

Name Status No. of the Committee Meetings entitled No. of Committee Meetings attended
Jignesh Kumar Patel Chairperson NA NA
Jaivikkumar Patel Chairperson 1 1
Yatharth Mimrot\u2070 Chairperson NA NA
Pranav Pandit Chairperson NA NA
Maya Devi Member NA NA
Geetika Garg \u2074 Member 1 1
Ish Sadana\u2075 Member NA NA
Meenu Jain\u2076 Member 1 1
Sejalben Rakeshkumar Rathod\u2077 Member NA NA
Mahavirsinh Pravinsinh Zala\u2078 Member NA NA
Chirag Jonwal\u2079 Member NA NA
Dipak Rana Member NA NA

1. Mr. Jignesh Kumar Patel was resigned from the post of Chairperson of the Corporate Social Responsibility Committee w.e.f. 22nd July, 2025.

2. Mr. Jaivikkumar Patel was appointed as a Chairperson of the Corporate Social Responsibility Committee w.e.f. 22nd July, 2025 and resigned from the post of Chairperson of the Corporate Social Responsibility Committee w.e.f. 21st July, 2026.

3. Ms. Maya Devi was resigned from the post of Member of the Corporate Social Responsibility Committee w.e.f. 14th August, 2025.

4. Ms. Geetika Garg was appointed as Member of Corporate Social Responsibility Committee w.e.f. 14th August, 2025 and resigned from the post of Member of the Corporate Social Responsibility Committee w.e.f. 18th September, 2025.

5. Mr. Ish Sadana was resigned from the post of Member of the Corporate Social Responsibility Committee w.e.f. 28th August, 2025.

6. Ms. Meenu Jain was appointed as a Member of the Corporate Social Responsibility Committee w.e.f. 28th August, 2025 and resigned from the post of the Member of the Corporate Social Responsibility Committee w.e.f. 18th September, 2025.

7. Ms. Sejalben Rathod was as a Member of the Corporate Social Responsibility Committee w.e.f. 18th September, 2025 and resigned from the post of Member of the Corporate Social Responsibility Committee w.e.f. 27th July, 2026.

8. Mr. Mahavirsinh Pravinsinh Zala was appointed as a Member of the Corporate Social Responsibility Committee w.e.f. 18th September, 2025 and resigned from the post of the Member of the Corporate Social Responsibility Committee w.e.f. 27th April, 2026.

9. Mr. Chirag Jonwal was appointed as a Member of the Corporate Social Responsibility Committee w.e.f. 27th April, 2026.

10. Mr. Yatharth Mimrot was appointed as a Chairperson of the Corporate Social Responsibility Committee w.e.f. 21st July, 2026 and resigned from the post of Chairperson of the Corporate Social Responsibility Committee w.e.f. 12th August, 2026.

11. Mr. Dipak Rana was appointed as Member of the Corporate Social Responsibility Committee w.e.f. 29th July, 2026.

12. Mr. Pranav Pandit was appointed as a Chairperson of the Corporate Social Responsibility Committee w.e.f. 13th August, 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:

According to information and explanation given to us, the Central Government has not prescribed maintenance of cost records under section 148(1) of the Act in respect of activities carried out by the Company.

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: INE293E01031. Presently shares are held in electronic and physical mode.

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 DIRECTORS 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 Companys Policy on directors 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.planterspoolsacks.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.

Registered Office: B/2, 207, West Gate Business Bay, Opp. Andaj Party Plot, SG Highway, Jivraj Park, Ahmedabad, Gujarat, India - 380 051

Corporate Office: B/2, 207, West Gate Business Bay, Opp. Andaj Party Plot, SG Highway, Jivraj Park, Ahmedabad, Gujarat, India - 380 051

By the Order of the Board of Cropster Agro Limited

Place: Ahmedabad Date: 8th September, 2026

Sd/- Chirag Jonwal Director DIN: 11663060

Sd/- Vijaykumar Nayak Managing Director DIN: 11839733

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