Hindustan Agrigenetics Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 35^th ANNUAL REPORT on the business and operations of your Company along with the Audited annual Accounts for the financial year ended on 31st March, 2025.

1. Financial Summary/Highlights

The Financial of the Company as on 31st March, 2025 is as under:-

(Rs Lakhs)

	Current Year As on 31.3.2025	Previous Year As on 31.3.2024
Receipts/Income	83.70	103.31
Profit before Taxes	(31.10)	60.59
Less Current Tax
Less Mat credit Reversed
Less Deferred Tax	(0.27)	13.64
Profit/ (Loss) after Taxes	(30.50)	46.94
Share Capital	440.02	440.02

2. Transfer To Reserves

During the year under review, no amount has been transferred to reserves.

3. Dividend

The Board of Directors of your Company do not recommend the declaration of any Dividend for the financial year.

4. State of Companyfs Affairs

On annual basis, revenue from operations for the financial year 2024-25 at Rs. 7.71 lakhs was slightly higher than last year (Rs. 7.20 lakhs in 2023-24).

5. Change in the nature of Business

During the year, the Company continues to engage in the business of Hybrid seeds, Tissue culture, Floriculture and no significant changes have taken place, during the year, in the nature of business carried on by the Company.

Share Capital

The Authorized Share Capital of the Company as on March 31, 2025 was Rs 10,00,00,000/- divided into 1,00,00,000 shares of Rs 10/- each.

The Paid up Share Capital of the Company as on March 31, 2025 was Rs 4,40,02,000/- divided into 44,00,200 shares of Rs 10/- each.

During the year, the authorized share capital was increased from Rs 5,00,00,000/- to Rs 10,00,00,000/-.

6. Subsidiaries, Joint Ventures or Associate Companies

The Company does not have any Subsidiary, Joint Venture or an Associate Company. During the year, no Company have become or ceased to be a subsidiary, joint venture or associate of the Company. Therefore, the provisions relating to performance reports of Subsidiary, Joint Venture or an Associate Company, as required under Rule 8(1) of the Companies (Accounts) Rules, 2014, are not applicable to the Company.

7. Adequate Internal Financial Control with reference to Financial Statements

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2024-25.

8. Order of Authority

As specified in Rule 8 (vii) of Companies (Accounts) Rules, 2014, no significant and material orders have been passed by any regulators or courts or tribunals etc which have the impact on the going concern status and Companys operations in future.

9. INFORMATION UNDER SECTION 197 READ WITH RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION), RULES, 2014 WITH RESPECT TO REMUNERATION

As per Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 information required are given below: (a) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Non Executive Directors	Ratio to median remuneration
Ms. Mannu Kohli	NA
Mr. Pranav Kapur	NA
Mr. Sunny Srivastava	NA
Mr. Naren Parsai	NA
Mr. Ravi Shankar Kolathur	NA
Executive Directors	Ratio to median remuneration
Mr. Pranav Kapur	NA
Ms. Chandni Kapur	Nil

(b) The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

	Hindustan Agrigenetics Limited
Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary	% increase in remuneration in the financial year
None	NA

(c) The percentage increase in the median remuneration of employees in the financial year : NIL

(d) The number of permanent employees on the rolls of Company : Two

(e) The explanation on the relationship between average increase in remuneration and company performance : NA

(f) Comparison of the remuneration of Key Managerial Personnel against the performance of the Company:

Aggregate remuneration of Key Managerial Personnel (KMP) in FY 2024-25	2.16 Lakhs
Remuneration of KMPs (as % of total revenue)	83.70 Lakhs
Profit Before Tax (PBT)	2.58%
	(30.77) Lakhs
Remuneration of KMP (as % of PBT)	(7.02%)

(g) Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars	March 31, 2025	March 31, 2024	% change
Market Capitalisation	Rs. 440 Lakhs	Rs. 440 Lakhs	Nil
Price Earnings ratio	Rs 67.15/share	Rs 51.10/share	31.40%

(h) Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer :

Particulars	March 31, 2025	(Public issue Price)	% change
Market Price (BSE)	67.15	10.00	670%

(i) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: NIL

(j) Comparison of each remuneration of the key managerial personnel against the performance

Particulars	Pritam Kapur Executive Director	Chandni Kapur Chief Financial Officer	Neha Mittal Company Secretary
Remuneration in FY 2024-25 (Rs Lakhs)	NIL	NA	Rs. 2.16 Lakhs
Total Revenue (Rs Lakhs)	Rs. 83.70 Lakhs
Remuneration as % of Revenue	NA	NA	2.58%
Profit before tax (PBT) (Rs Lakhs)	Rs. (31.10) Lakhs
Remuneration as % of PBT	NA	NA	(7.02%)

(k) The key parameters for any variable component of remuneration availed by the directors: None.

(l) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: None.

(m) Affirmation that the remuneration is as per the remuneration policy of the Company: NA

- The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: - No person, employed throughout the financial year, was in receipt of remuneration for that year of Rs. 102,00,000/- or more, nor was any of them, employed for a part of the financial year, was in receipt of remuneration of Rs. 8,50,000/- or more per month during any part of the year under consideration. Thus, the provisions of Rule 5(2) of Companies (Appointment and Remuneration) Rules, 2014 are not applicable.

10. Directors a. Change in the Directors/ Key Managerial Person

During the financial year, Mr. RAVI SHANKAR KOLATHUR (DIN: 03595161) was appointed as non executive Independent Director on the Board of Directors of the Company. In pursuance of the provisions of Section 152 of the Act, Mr. Pritam Kapur, retires at the forthcoming Annual General Meeting and being eligible offer himself for reappointment.

The Board of Directors recommends for the reappointment of Mr. Pritam Kapur at the forthcoming Annual General Meeting.

Mr.Pranav Kapur,also retires by rotation at this AGM but has expresses his inability to offer himself for reappointment due to his other commitments.The Board places on record their appreciation for the guidance provided by Mr.Pranav Kapur during his tenure as a director and also as Chairman.

The present Composition of the Board of Directors and Key Managerial Personnel is as on 31.03.2025 as follows:

Mr. Pranav Kapur, Chairman

Mr. Pritam Kapur, Director

Ms. Chandni Kapur, Director and Chief Financial Officer

Ms. Mannu Kohli, Director

Mr. Sunny Srivastava, Independent Director

Mr. Naren Parsai, Independent Director

Mr. Ravi Shankar Kolathur, Independent Director

Ms. Neha Mittal, Company Secretary & Compliance Officer

b. Declaration of Independence

As per the Section 149(7) of the Act, the Board of Directors have received a Declaration of Independence from each of the Independent Director(s) to the effect that he/she meets the criteria of independence as provided in Section 149(6). c. Formal Annual Evaluation The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Regulation 17 of the Securities And Exchange Board Of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 ("Regulation 17"). The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non- independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

11. Committees of the Board and Vigil Mechanism

The details pertaining to composition of Various Committees as prescribed in the Companies Act, 2013 are included in the Corporate Governance Report which forms part of this report.

12. Vigil Mechanism

The Company has neither expected the public deposits nor borrowed money from banks and public financial institutions in excess of fifty crore rupees. Therefore, the Company is not required to establish a Vigil Mechanism in pursuance of Section 177(9) of the Act.

13. Number of Board and Committee Meetings

During the year under review, 6 (Six) meetings of the Board of Directors of the Company were held. For details on the Board and Committee meetings, please refer to the Corporate Governance report, which forms part of this report.

14. Statutory Auditors

M/s Anant Rao & Mallik, Chartered Accountants were appointed as statutory auditors of the Company in the 34^th Annual General Meeting held on 24^th September 2024 for five financial years from the date of that Meeting to till 39^th Annual General Meeting.

15. Auditorsf Report and its Explanation

The comments made by the Auditors in their report have been duly explained in the attached Notes to Accounts and do not require any further explanation.

16. Secretarial Auditors and Secretarial Audit Report

As per the provisions of Section 204 of the Act, the Board of Directors of the Company appointed M/s. GR Gupta & Associates, Company Secretaries to conduct the Secretarial audit of the Company for the year 2024-25.

M/s. GR Gupta & Associates, Company Secretaries conducted the Secretarial Audit and have submitted their Report to the Board of Directors, which is annexed to and forms part and parcel of this report. The comments made by the Auditors in their report are self explanatory and do not require any further explanation.

17. Inter - Corporate Loans, Guaranteefs and Investments

There were no outstanding loans or investments or guarantees covered under the provisions of Section 186 of the Act.

18. Related Party Transactions

During the year under review, the Company has not entered into any contract or arrangement with any Related Party. Therefore, the provisions of Section 134(3)(h) read with Rule 8 of the Companies (Accounts) Rules, 2014 requiring justification entering into such contract and arrangement and other details in specified form AOC-2 are not applicable.

19. Public Deposits

The Company has neither invited or accepted any Public Deposits as per the provisions of the Companies Act, 2013 during the financial year under review neither any such deposits are unpaid or unclaimed during the year. Therefore, the provisions of Rule 8(v) and 8(vi) of the Companies (Accounts) Rules, 2014 are not applicable.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE

The information and details as per the provisions of Rule 8(3) of the Companies (Accounts) Rules, 2014 are as follows:

CONSERVATION OF ENERGY

During the year under review adequate energy conservation measures have been put in place. The officers of the Company are made aware, from time to time, the various methods to conserve energy including the utilizing the alternate sources of energy. No capital investment on energy conversation equipments was made by the Company during the year under review.

TECHNOLOGY ABSORPTION

The Company, is not engaged into the technology dependent business activities. However, wherever possible, continuous efforts and effective improvements were made during the year for technology absorption in respect of the business being carried on by the Company.

The Company has not imported any technology during the last three years and no expenditure has been incurred on Research & Development.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign exchange spent	: NIL
Foreign exchange earned	: NIL

21. Corporate Social Responsibility

During the year under review, the Company has been outside the purview of Corporate Social Responsibility.

22. Management Discussion And Analysis

The Company continues to comply with the various listing requirements of the Stock Exchanges.

The management Discussion and Analysis Report for the year under review as stipulated under regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock exchange is presented in a separate section forming part of the annual report.

23. Report On Corporate Governance

As per the applicable SEBI Regulations and Circulars, the Company is not required, at present, to comply with the Corporate Governance provisions.

24. Compliance of Accounting Standards

As per requirements of the Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 with Stock Exchange and Accounting Standards of The Institute of Chartered Accountants of India, your company has made proper disclosures in financial statements in respect of Consolidated Financial Statements, Related Party Transactions and Deferred Taxation. The Company has duly adopted all the applicable Accounting Standards in pursuance to the provisions of the Companies Act.

25. Directorsf Responsibility Statement

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013 the Directors Responsibility Statement forms part of the Directors Report.

Your Directors give hereunder the Statement relating to the Accounts of the Company that:

1) All the applicable Accounting Standards have been followed in the preparation of the accompanying annual Accounts along with proper explanation relating to material departures;

2) The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year 31^st March, 2025 and of the Profit or Loss of the Company for the said period;

3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4) The Directors have prepared the Annual Accounts on a going concern basis.

5) The Directors have laid down internal financial Controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

6) The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that system were adequate and operating effectively.

26. OPEN OFFER: On 13th January 2025 the Company was informed by Bajaj Capital Securities Limited that a Public Announcement had been made on the same date, on behalf of Rajendra Naniwadekar giving an open offer to the shareholders of the Company under the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 and subsequent amendments thereto. Subsequently the Company was also informed that the Detailed Public Statement in this regard was published on 20.1.2025 and a draft letter of offer was filed with SEBI on 27.1.2025. Subsequently on 20.8 2025, the company has been informed by that final letter regarding the open offer has been received from SEBI and the Company has been advised to refer the matter to the committee of Independent Directors constituted on 23.04.2025 to consider the open offer for its recommendation. Accordingly, the matter has been referred to the said committee.

27. Acknowledgement

Your directors place on records their sincere thanks to all concerned agencies for their continued co-operation extended to the Company.

On behalf of the Board of Directors

For HINDUSTAN AGRIGENETICS LIMITED
Pritam Kapur	Pranav Kapur	Chandni Kapur	Neha Mittal
Director	Chairman	Director & CFO	Company Secretary
DIN- 00461538	DIN: 00485910	DIN: 07007247	ACS-27477
Place: New Delhi
Date: 30.08.2025