MRC Agrotech Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 9th Annual Report of MRC AGROTECH LIMITED along with the Audited Financial

Statements for the financial year ended 31st March, 2024.

FINANCIAL HIGHLIGHTS

(Amount in Rs.)

Par_culars	Year ended March 31, 2024	Year ended March 31, 2023
Net Sales/Income from Operaons	14,65,91,695	6,65,18,602
Other Income	52,67,201	53,77,515
Less: Expenditure	15,20,00,127	6,72,14,701
Pro t/(Loss) before taxa_on	1,15,58,976	46,81,416
Less: Tax provisions	26,44,694	12,65,855
Deferred Tax		1,853
Prior Year Tax
Pro t/(Loss) a er tax	89,14,282	34,13,709

OPERATIONS REVIEW

The Income from operaon for the financial year 2023-24, for the year under review was at Rs. 1465.92 Lakhs as compared to Rs. 665.19 Lakhs during the financial year 2022-23 showing an increase of 120.37% The company’s Pro t a er tax has registered a growth from Rs. 34.13 Lakhs to Rs. 89.14 Lakhs showing an increase of 161.13% over the previous year.

SHARE CAPITAL

During the year under review the Company has not issued any shares with or without differenal vong rights nor has granted any stock opons or sweat equity. The total shares issued are 1,04,20,900 and all shares are in demat form.

DIVIDEND

With a view to strengthen the financial posion of the Company, no dividend has been recommended for the financial year ended March 31, 2024.

TRANSFER TO RESERVES

No amount was transferred to the reserves during the financial year ended March 31, 2024.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There were no amounts which were required to be transferred to the Investor Educaon and Protecon Fund by the Company.

DIRECTORS AND KEY MANEGERIAL PERSONNEL

As per Secon 152 of the Companies Act, 2013, Mr. Ashok Kumar Singh and Mr. Sadanand Azadathil Choikandy shall rere by rotaon at the ensuing Annual General Meeng of the Company and being eligible, may offer himself for re-appointment. The Board recommends his re-appointment at the ensuing Annual General Meeng. The Whole Time Directors and the Independent Directors of the Company are not considered for the purpose of rerement by rota on.

In view of the applicable provisions of the Companies Act 2013, the Company is mandatorily required to appoint whole me KMPs.

Mr. Ashok Kumar Singh (DIN: 08423436) was appointed as Addional Director on 10/11/2023 who was then appointed as Director on 03.04.2024.

Mr. Kiritkumar Madhavlal Shah (DIN: 02764071) resigned from the designaon of Managing Director with effect from 10.11.2023.

Mr. Sanjay Kumar Singh (DIN: 06928519) and Ms. Swa Sharma (DIN: 08361279) were appointed as Addional Independent

Directors w.e.f. 29.12.2023, who were then appointed as Directors on 03.04.2024.

MEETINGS OF THE BOARD OF DIRECTORS

During the financial year 2023-24, 8 Meengs of the Board of Directors of the Company, 5 meengs of the Audit Commiee, 3 meengs of the Nominaon and Remuneraon Commiee 3 meetings of the Stakeholders Relaonship Commiee and 3 meetings of the Corporate Social Responsibility Commiee were held.

The details of Board Mee_ngs are given below:

Date	Serial Number	Board Strength	g
			Present
30th May, 2023	01/2023-2024/BM	6	6
14th August, 2023	02/2023-2024/BM	6	6
11th September, 2023	03/2023-2024/BM	6	6
10th November, 2023	04/2023-2024/BM	8	8
29th December, 2023	05/2023-2024/BM	8	8
30th January, 2024	06/2023-2024/BM	8	8
14th February, 2024	07/2023-2024/BM	8	8
8th March, 2024	08/2023-2024/BM	8	8

The details of the Audit Commiee Mee _ngs are given below:

Date	Serial Number	Board Strength	No. of Director Present
30th May, 2023	01/2023-2024/ACM	4	4
17th July, 2023	02/2023-2024/ACM	4	4
14th August, 2023	02/2023-2024/ACM	4	4
10th November, 2023	04/2023-2024/ACM	3	3
14th February, 2024	05/2023-2024/ACM	3	3

The details of the Nomina_on and Remunera_on Commiee Mee _ngs are given below:

Date	Serial Number	Board Strength	No. of Director Present
17th July, 2023	01/2023-2024/NRC	3	3
10th November, 2023	03/2023-2024/NRC	4	4
14th February, 2024	04/2023-2024/NRC	4	4

The details of the Stakeholders Rela_onship Commiee Mee _ngs are given below:

Date	Serial Number	Board Strength	No. of Director Present
17th July, 2023	01/2023-2024/SRC	3	3
10th November, 2023	03/2023-2024/SRC	4	4
14th February, 2024	04/2023-2024/SRC	4	4
The details of the Corporate Social Responsibility Commiee Mee _ngs are given below:
Date	Serial Number	Board Strength	No. of Director
			Present
7th July, 2023	01/2023-2024/CSR	5	5
10th November, 2023	03/2023-2024/CSR	5	5
14th February, 2024	04/2023-2024/CSR	5	5

DISCLOSURE OF ANNUAL RETURN

The extract of Annual Return, pursuant to the provisions of Secon 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and administraon) Rules, 2014, for the financial year ended 31st March, 2024, is furnished in Form MGT-9. The web address of the Company where the Annual Return has been placed is as follows: www.mrcagrotech.com

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Secon 134[3][c] read with Secon 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, con rm that:

a. in the preparaon of the annual accounts, the applicable accounng standards have been followed and in case of any material departures, proper explanaons have been given for the same in the accounts itself;

b. the directors have selected such accounng policies and applied them consistently and made judgments and esmates that are reasonable and prudent so as to give a true and fair view of the state of a airs of the Company at the end of the financial year and of the pro t/loss of the Company for that period;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounng records in accordance with the provisions of the Act for safeguarding the assets of the Company and for prevenng and detecng fraud and other irregularies;

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate operang e ecvely;

f. Being a listed company, the directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operang e ecvely.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

In terms of the provisions of rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, the Board opines that the Independent directors so appointed/re-appointed hold highest standards of integrity and possess necessary experse and experience

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

No frauds were reported by the Company’s Statutory / Cost / Internal / Secretarial Auditors during the year under review.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have submied their disclosures to the Board that they fulfill all the requirements as s pulated in Secon 149(6) of the Companies Act, 2013 read with SEBI Lisng Regulaons so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and SEBI Lisng Regulaons.

COMPANY’S POLICY RELATING TO DIRECTORS’ APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

In accordance with the provision of Secon 178 of the Companies Act, 2013, the Board has constuted Nomina on and Remuneraon Commiee ( NRC). The Board on recommendaon of NRC had approved a policy seng out the criteria for determining quali caons, posive a ributes, independence of Directors and other ma ers provided under Secon 178(3) of the Act. The salient features/ changes in the policy are a ached herewith as "Annexure-II". For viewing the complete policy, you may kindly visit the following web- address of the Company: www.mrcagrotech.com

AUDITORS

STATUTORY AUDITORS

Pursuant to the provisions of secon 139, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Choudhary Choudhary & Co. Chartered Accountants, bearing Registraon No.002910C, hold officeup to the conclusion of the Annual General meeng to be held in the year 2025. The Company has received a certificate from the said auditors that they are eligible to hold officeas the Auditors of the company.

SECRETARIAL AUDITORS

Pursuant to the provisions of Secon 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneraon of Managerial Personnel) Rules 2014, the Company has appointed Ms. Reena Modi (Mem No.-25346) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure-III" and forms an integral part of this report.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS, COST AUDITORS AND SECRETARIAL AUDITOR IN THEIR REPORTS

There are no quali caons, reservaons or adverse remarks or disclaimers made by the Auditors in their report. The observaons of the Statutory Auditors, when read together with the relevant notes to the accounts and accounng policies are self explanatory.

The Secretarial Audit report is annexed herewith as "Annexure-III". The observaon made by the Secretarial Auditors in their report for the financial year ended 31st March, 2024 read with the explanatory notes therein are self explanatory, and therefore do not call for any further explanaon or comments.

The Cost audit of the Company has not been conducted for the financial year 2023-24 as provisions of Secon 148 of the Companies Act, 2013 are not applicable on the Company.

MAINTENANCE OF COST RECORDS

Maintenance of cost records as specified under Secon 148(1) of the Act, is not required by the Company and accordingly such accounts and records are not made and maintained by the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186

During the year under review, the Company has not given any loans or guarantees or made investments under Secon 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transacons that were entered into during the financial year ended March 31, 2024 were on an arm’s length basis and were in the ordinary course of business. Therefore, the provisions of Secon 188 of the Companies Act, 2013 were not aracted. Further, there are no materially significant related party tr ansacons during the year under review made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potenal conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required.

STATE OF THE COMPANY’S AFFAIRS AND FUTURE OUTLOOK

The Company is engaged in the business of Trading and Manufacture of Agricultural goods. The Company is being opmis c about its future acvies and aims higher profits with increased revenue in the years to come.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE ENDOF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

The company through its Board meeng held on 08th March, 2024 has decided to raise INR 7,21,20,000/- by issuing shares on preferenal basis for cash.

The company through its Board meeng held on 08th March, 2024 has decided to acquire 51% stake in M/s Agronica Seeds Spark Private Limited on a share swap basis by issuing shares worth INR 8,89,44,000/- through modes other than cash on Preferenal basis.

DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The parculars as required under the provisions of Secon 134(3) (m) of the Companies Act, 2013 read with the Rule 8 of the Companies (Account) Rules, 2014 in respect of Conservaon of Energy, Technology Absorpon, Foreign Exchange Earnings and Outgo etc are furnished below:

(A) Conserva_on of energy: Not Applicable

Steps taken or impact on conservaon of energy	NA
Steps taken by the Company for ulizing alternate sources of energy	NA
Capital Investment in energy conservaon equipments	NA

(B) Technology Absorp_on: Not Applicable

E orts made towards technology absorpon	NA
Bene ts derived like product improvement, cost reducon, product development or import substuon	NA
In case of imported technology (imported during the last three years reckoned from the beginning of the nancial year):
1.) Details of technology imported	NA
2.) Year of import	NA
3.) Whether technology has been fully absorbed	NA
4.) If not fully absorbed, areas where absorpon has not taken	NA
place, and the reasons thereof
Expenditure incurred in Research and Development	NA

(C) Foreign Exchange Earnings and Outgo:

During the year under review, the Company has neither earned nor used any foreign exchange.

DISCLOSURE FOR DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICY

Risks are events, situaons or circumstances which may lead to negave consequences on the Company’s business. Risk management is a structural approach to manage uncertainty. A formal approach to Risk Management is being adopted by the Company and key risk will now be managed within unitary framework. The Risk Management process in our business, operaons, over the period of me will become embedded into the Company’s business systems processes, such that our responses to risks remain current and dynamic.

DISCLOSURES RELATING TO CORPORATE SOCIAL RESPONSIBILTY

The provisions of Secon 135 of the Companies Act, 2013 are not applicable to the Company for the year under review.

ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD

During the year, in terms of the requirements of the Companies Act, 2013, the Board carried out the evaluaon of the Board as a whole, Board Commiees and Directors. The evalua on process focused on various aspects of the funconing of the Board and Commiees such as c omposion of the Board and Commiees, experience and competencies, performance of specific dues and obligaons etc. A separate exercise was carried out to evaluate the performance of individual Directors on parameters such as a endance, contribuon and independent judgement.

Based on the outcome of the evaluaon, the Board and Commiees have agreed on various acons to further improve the

e ecveness and funconing of the Board and Commiees.

REPORT ON THE HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY DURING THE PERIOD UNDER REVIEW

During the year under the review, the Company does not have any Associate, Subsidiary or a Joint Venture.

CHANGE IN NATURE OF BUSINESS DURING THE YEAR

During the year under the review, there were no changes in the nature of business of the Company.

DEPOSITS

The Company has not accepted any deposits during the year under review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company’s operaons in future.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has in place adequate systems of internal financial control commensurate with its size and nature of operaons. The system of internal controls ensures that all acvies are monitored and controlled against any unauthorized use or disposion of assets and that the transacons are authorized and reported correctly.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PROHIBITION, PREVENTION AND REDRESSAL) ACT, 2013

The Company has in place an An-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevenon, Prohibion and Redressal) Act, 2013. Internal Complaints Commiee ( ICC) has been set up to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed o during the year 202324:

No. of complaints received: Nil

No. of complaints disposed o : Nil

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has established Whistle Blower Policy for Directors and employees to report genuine concerns, to deal with instances of fraud and mismanagement, if any, and to ensure a clean and transparent environment for conducng business and also ensures adequate safeguards against vicmiza on of persons who use such mechanism.

The Company is commied to adhere to the highest standards of ethical, moral and legal conduct of business opera ons.

PARTICULARS OF EMPLOYEES

There were no employees of the Company during the financial year ended 31st March 2024, and therefore the Company need not disclose the details required to be menoned under Secon 197 of the Act read with rule 5(2) of the Companies (Appointment and Remuneraon of Managerial Personnel) Rules, 2014.

CORPORATE GOVERNANCE

As per Regulaon 15 (2) of the SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015, para C of Schedule V relang to Corporate Governance Report, the company has led necessary compliance in me with BSE and has also made sure of proper composion of Board and Commiees. The Board and its c ommiees was also compliant with the necessary provisions as may be applicable to them.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the Regulaon 34 read with Schedule V of SEBI (LODR) Regulaons, 2015, Management Discussion and Analysis is set out in the Annual Report as "Annexure-IV".

SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards.

DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither any applicaon was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

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

As Company has not done any one me selement during the year under review hence no disclosure is required.

ACKNOWLEDGEMENTS

The Directors would like to express their sincere appreciaon for the assistance and co-operaon received from the nancial instuons, banks, Government authories, customers, vendors and members during the year under review.

FOR MRC AGROTECH LIMITED

Sd/-

Uamkumar Abhinandan Singh

(Chairman, Board of Director)

DATE: 04.09.2024

PLACE: MUMBAI