MRC Agrotech Ltd Management Discussions

The performance of Agriculture Produce Segment with regard to industry structure and development, opportunities and threats, segment wise performance, outlook, risks and concerns, internal control systems and its adequacy, discussion on financial performance with respect to operational performance and material developments in Human Resources/Industrial Relations Front, including number of people employed is analysed in detail below:-

1) BUSINESS PROFILE

The Company, MRC Agrotech, is engaged in Agriculture Produce activity and the main business being cultivation, manufacturing, sales, and exports of agriculture produce. The factory has facilities to produce agriculture produce. Good manufacturing practices systems are followed in the factory. Currently, the company produces various agriculture produce.

2) INDUSTRY SCENARIO

The agricultural industry being the basic need is rising rapidly. The company has promising products which are staples of people in India such as wheat flour, lemon grass etc. With correct marketing strategies and great product quality and export of products, the future of the company is looking profitable.

3) PERFORMANCE During the year under review, sales has increased by 121.34% to Rs. 32,44,69,626 from Rs. 14,65,91,695 in the previous year..

The summary of the performance is given below:- (A_mount i_n R_s.)

Particulars	Year ended March 31, 2025	Year ended March 31, 2024
Net Sales/Income from Operations	32,44,69,626	14,65,91,695
Other Income	57,11,343	52,67,201
Less: Expenditure	31,81,81,376	15,20,00,127
Profit/(Loss) before taxation	1,19,99,593	1,15,58,976
Less: Tax provisions	32,39,890	26,44,694
Deferred Tax	?	?
Prior Year Tax	?	?
Profit/(Loss) after tax	87,59,703	89,14,284

4) OPPORTUNITIES AND THREATS Opportunities:

Market potential is there for agriculture produce, which however is constrained by stiff competition from global, national, and local players.

Threats:

Any recession in the general economy may affect the agriculture produce industry. The major threat for the agriculture produce industry is the yearly increase in the cost of production, which is not proportionate with the increase in sale realization.

5) OUTLOOK

The outlook for the industry depends on (a) consistent demand for agriculture produce throughout the year, (b) higher realization commensurate with the cost of production, and (c) growth in the agriculture produce segment. The company has been constantly endeavoring on this. Quality upgradation and attainment of cost efficiency are the prime missions of the company. Plant modernization and field development have been undertaken with the above missions in mind.

6) RISKS AND CONCERNS

With regard to the business risk, the same has been dealt with under Opportunities and Threats stated above. Regarding the general risk, the company follows a minimal risk business strategy as given below:- AG

Particulars	Risk minimizing steps
Fixed Assets and Current Assets	The company has taken adequate insurance coverage of its fixed assets and current assets which will minimize the impact of another event or development
Financial Risk	The company has a conservative debt policy. The debt component is very marginal
Credit risk on exports	The credit is insured through Export Credit and Guarantee Corporation Limited (ECGC)

7) INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Company has appropriate and adequate internal controls and also has appointed a leading firm of Chartered Accountants as Internal Auditors to cover Internal Audit of the Company. The Internal Audit coverage is adequate to ensure that the assets of the company are safeguarded and protected and there is regular review by Management on policies, internal controls and procedures and also internal audit reports.

8) FINANCIAL PERFORMANCE ANALYSIS

During the year under review, the companys financial performance showed significant growth, with Net Sales/Income from Operations increasing by 121.34% to 32,44,69,626 from Rs. 14,65,91,695. Other Income was Rs. 57,11,343, with total expenditure at Rs. 31,81,81,376. The company reported a Profit before taxation of Rs. 1,19,99,593 and a Profit after tax of Rs. 87,59,703 compared to Rs. 89,14,284 in the previous year.

9) INFORMATION TECHNOLOGY

The company has upgraded all its information systems resources and review of the same is done on a periodic basis.

10) HUMAN RESOURCES

The company attaches significant importance to continuous upgradation of Human Resources for improving the productivity of employees at all levels leading to improvement in quality of the produce, which will ensure a better customer satisfaction and a higher growth. As a part of HR strategy, training programmes are organized for employees at all levels.

11) CAUTIONARY STATEMENT

The analysis given above may contain certain statements which are futuristic in nature. Such statements represent the intention of the Management and the efforts put in by them to realise certain goals. The success in realising these goals depends on various factors, both internal and external. Therefore, the investors are requested to make their own independent judgements by taking into account all relevant factors before taking any investment decision.

ANNEXURE- I

DETAILS OF EMPLOYEES / MANAGERIAL REMUNERATION

A) Details of the ratio of the remuneration of each director to the median employees remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

B) Details of top ten employees in terms of remuneration drawn and other employees of the Company as required pursuant to rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: During the year under consideration, none of the employees of the company was in receipt of remuneration in excess of limits prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 hence particulars as required under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 are not given.

FOR MRC AGROTECH LIMITED Sd/-

Ashok Kumar Singh (Chairman, Board of Directors)

Date: 30.08.2025 Place: Mumbai

To

The Members,

MRC Agrotech Limited

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by MRC Agrotech Limited ("the Company"). (Herein after called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our Opinion thereon. Based on our verification of the MRC Agrotech Limited ("the Company") books, papers, minute books, forms and returns filed and other records maintained by the company and the information provided by the Company, its officials, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March 2025 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by MRC Agrotech Limited ("the Company") for the financial year ended on 31 March 2025 according to the provisions of

i. The Companies Act 2013 ("the Act") and the rules made there under

ii. The Securities Contract (Regulation) Act 1956 (SCRA) and rules made there under;

iii. The Depositories Acct 1996 and the regulation and bye- laws framed there under;

iv. Foreign Exchange management Act, 1999 and the rules and regulations made there under to extent of Foreign Direct Investment, Overseas Direct investment and external commercial borrowing.

The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (SEBI Act):

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulation 2011

b) The Securities Exchange and Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015and rules made there under,

c) The Security and Exchange Board of India (issue of capital and disclosure Requirement) Regulation 2009,

d) The Security and Exchange Board of India (Employee stock Option Scheme and Employee Stock Purchase Scheme) Regulation 1999,

e) The Security and Exchange Board of India (Issue and listing of Debt Securities) Regulation 2008,

f) The Securities and Exchange Board of India (Registrar to an issue and share transfer agents) Regulation 1993 regarding the companies Act and dealing with clients,

g) The securities and Exchange Board of India (Delisting of Equity share) Regulation 2009 and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998

i) The Securities and Exchange Board of India (Prohibition of insider Trading) Regulation 1992; We have also examined compliance with the applicable clauses of following

(1) Secretarial Standards issued with regard to Meeting of Board of Directors (SS-1) and General Meeting (SS-2) by The Institute of Company Secretaries of India.

(2) The SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 and the listing Agreements entered into by the Company with National Stock Exchange(s),