Cropster Agro Ltd Directors Report

The inancial performance of the Company for the Financial Year ended on 31^st March, 2025 and for the previous inancial year ended on 31^st March, 2024 is given below: (Rs. In Lakhs)

Total revenue for Financial Year 2024-25 is Rs. 19462.90 Lakhs compared to the total revenue of Rs. 6081.17 Lakhs of Previous Financial Year. The Company has incurred pro it before tax for the Financial Year 2024-25 of Rs. 1341.72 Lakhs as compared to pro it before tax of Rs. 1110.50 Lakhs of previous Financial Year. Net Pro it for the Financial Year 2024-25 is Rs. 1299.22 Lakhs as against Net pro it of Rs. 1064.01 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.

During the Financial Year 2024-25, Company has not changed its business activities.

4. SHARE CAPITAL: Authorised Share Capital:

The authorized share capital of the Company as on 31^st March, 2025 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.

During the year under review, the Company had increased it Authorised capital from 30,00,00,000 (Rupees Thirty Crore only) divided into 3,00,00,000 (Three Crore Fifty Lakhs) equity shares of 10/- each to 84,00,00,000 (Rupees Eighty-Four Crores only) divided into 8,40,00,000 (Eight Crore Forty Lakhs) equity shares of face value of 10/- (Rupees Ten Only) each of the Company and consequent alteration of Memorandum of Association of the Company which was approved in Extra Ordinary General Meeting held on October 17, 2024.

Paid up Share Capital:

The paid-up share capital of the Company as on 31st March, 2025 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

During the year under review, there has been change in the paid-up Share Capital of the Company.

To conserve the resources for future prospect and growth of the Company, your Directors do not recommend any dividend for the Financial Year 2024-25 (Previous year - Nil).

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.

The Pro it of the Company for the Financial Year ending on 31^st March, 2025 is transferred to Pro it and Loss account of the Company under Reserves and Surplus (i.e. Other Equity).

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, 2025 is available on the Companys website https://www.planterspolysacks.com/

Conversion of Warrant into equal number of Equity Shares

The Board of Directors of the Company in the Board Meeting held on 13^th September, 2024, considered and approved the conversion of 30,00,000 (Thirty Lakhs) Convertible warrants into 30,00,000 (Thirty Lakhs) equity shares of face value of Rs. 10/- each, upon receipt of an amount aggregating to Rs. 45,00,00,000/- (Rupees Forty Five Crore only) at the rate of Rs. 150 (Rupees One Hundred and Fifty) per warrant (being 75% of the issue price per warrant) from the allottees pursuant to the exercise of their rights of conversion into equity shares in accordance with the provisions of SEBI (ICDR) Regulations, 2018.

Increase In Authorized Share Capital of the Company

The Board of Directors of the Company in the Board Meeting held on 23^rd September, 2024, an increase in the Authorized Share Capital of the Company from 30,00,00,000/- (Rupees Thirty Crore only), divided into 3,00,00,000 (Three Crore) Equity Shares of 10/- (Rupees ten only) each to 84,00,00,000/- (Rupees Eighty Four Crore only), divided into 8,40,00,000 (Eight Crore Forty Lakhs) Equity Shares of 10/- (Rupees Ten only) each, by creation of additional 5,40,00,000 (Five Crore Forty Lakhs) Equity Shares of face value of 10/- (Rupees Ten only). This resolution was subsequently presented to the shareholders and was duly approved at the Extraordinary General Meeting (EGM) held on 17th October, 2024.

Sub Division of Equity Share

The Board of Directors of the Company in the Board Meeting held on 23^rd September, 2024 , sub-division of 1 (One) Equity share of face value of 10/-(Rupees Ten only) each fully paid-up to 10 (Ten) Equity shares of the face value of 1 (Rupee One only) each fully paid-up. This resolution was subsequently presented to the shareholders and was duly approved at the Extraordinary General Meeting (EGM) held on 17^th October, 2024.

Issuance of Bonus Share

The Board of Directors of the Company in the Board Meeting held on 23^rd September, 2024, Bonus Issue of Equity Shares in the ratio of 2:1 i.e., 2 Equity Shares of 1/- each for every 1 Equity Share of 1/. This resolution was subsequently presented to the shareholders and was duly approved at the Extraordinary General Meeting (EGM) held on 17^th October, 2024.

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

There is no signi icant 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.

During the year under the review, the Board of Directors met 13 (Thirteen) times viz., 28^th May, 2024, 17^th June, 2024, 27^th June, 2024, 13^th August, 2024, 21^st August, 2024, 9^th September, 2024, 13^th September, 2024, 23^rd September, 2024, 9^th November, 2024, 12^th November, 2024, 31^st January, 2025, 4^th February, 2025 and 12^th February, 2025.

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 31^st March, 2025 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 31^st March, 2025 and Pro it and Loss of the Company for the inancial year ended on 31^st March, 2025. c. The directors had taken proper and suf icient 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 inancial controls to be followed by the Company and that such internal inancial 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):

As per the provisions of the Section 135 of the Companies Act, 2013 if the net worth of rupees ive hundred crore or more, or turnover of rupees one thousand crore or more or a net pro it of rupees ive crore or more during the immediately preceding inancial year, is required to comply the provisions of Section 135.

During the inancial year ended on 31^st March, 2025, the net pro it of the Company is Rs. 12,99,23,000. Hence, the Company is required to comply with the provision of Section 135 of the Companies Act, 2013. Therefore, the Company has constituted Corporate Social Responsibility Committee consisting of Mr. Jaivikkumar Patel, Chairman; Ms. Meenu Jain and Ms. Geetika Garg are the members.

14. STATUTORY AUDITOR AND AUDITORS REPORT:

The Members of the Company at the 39^th AGM held on September 16, 2024, approved the reappointment of M/s. J Singh & Associates, Chartered Accountants (FRN: 110266W) as the Statutory Auditors of the Company for a period of 5 years commencing from the conclusion of the 39^th AGM, until the conclusion of the 44^th AGM of the Company to be held in 2029.

The report issued by Statutory Auditors for inancial year 2024-25 does not contain any quali ications or adverse remarks. The Statutory Auditors have not reported any frauds under Section 143(12) of the Act. Maintenance of cost records as speci ied under Companies Act, 2013 is not applicable to the Company.

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 inancial 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.planterspolysacks.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 speci ied 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 iled 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 inancial controls with reference to inancial statement across the organization. The same is subject to review periodically by the internal audit cell for its effectiveness. During the inancial 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 inancial and inancial reporting risks. The internal inancial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal inancial 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 inancial controls are designed effectively and are operating as intended.

During the year, no reportable material weakness was observed.

18. RESERVES & SURPLUS:

(Rs. In Lakhs)

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 ful ilment 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 con idence 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 iduciary 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 speci ic 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 speci ied in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the inancial year 2024-25.

25. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not entered into any materially signi icant related party transactions which may have potential con lict 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 inancial statement.

26. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

9. Mr. Harendrasingh Chauhan appointed has appointed as Non-Executive Non- Independent Director w.e.f 14^th August, 2025. 10. Ms. Sejal Rakeshkumar Rathod appointed has appointed as Non-Executive Independent Director w.e.f. 14^th August,2025. 11. Mr. Pavankumar Ramsinh Verma has Appointed as Chief Financial Of icer w.e.f 14^th August, 2025. 12. Mr. Mahavirsinh Pravinsinh Zala and Mr. Aashish Kumar Hemraj Maury has appointed as Non-Executive Independent Director w.e.f.

28^th August,2025.

27. DECLARATION BY INDEPENDENT DIRECTORS:

Ms. Meenu Jain, Ms. Geetika Garg, Ms. Sejal Rakeshkumar Rathod, Mr. Mahavirsinh Pravinsinh Zala and Mr. Aashish Kumar Hemraj Maury are the Independent Directors of the Company have con irmed to the Board that they meet the criteria of Independence as speci ied under Section 149 (6) of the Companies Act, 2013 and they qualify to be Independent Directors. They have also con irmed 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 con irmations 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 I 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 Certi icate regarding Compliance to Corporate Governance requirements forms part of this Annual Report as Annexure - II.

30. DEPOSITS:

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

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 speci ic 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. SECRETARIAL AUDITOR:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed M/s. Dharti Patel & Associates, Practicing Company Secretaries, Ahmedabad as a Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 2024-25.

The Secretarial Audit Report for the Financial Year 2024-25 is annexed herewith as Annexure III in Form MR-3. The report of the Secretarial auditor has not made any adverse remark in their Audit 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 28^th May 2024, 13^th August 2024, 12^th November 2024, 12^th February 2025 the attendance records of the members of the Committee are as follows:

During the year under review, meetings of the members of the Nomination and Remuneration committee, as tabulated below, were held on 28^th May, 2024, 17^th June, 2024, 27^th June 2024 and 4^th February 2025 the attendance records of the members of the Committee are as follows:

c) Composition of Stakeholders Relationship Committee:

During the year under review, meetings of members of Stakeholders Relationship committee as tabulated below, were held on 28^th May, 2025 and the attendance records of the members of the Committee are as follows:

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 31^st January, 2025 and the attendance records of the members of the Committee are as follows:

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 iled pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as con irmed 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 iled during the inancial year NIL b. number of complaints disposed of during the inancial year NIL c. number of complaints pending as on end of the inancial 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 quali ications, 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.planterspolysacks.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, of icers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.