Pajson Agro India Ltd Directors Report

DIRECTORS REPORT

To

The Members,

Pajson Agro India Limited

The Board of Directors takes pleasure in presenting the 4^th (Fourth) Annual Report on the business and operations of the Pajson Agro India Limitedfthe Company or PAIL) along with the Companys Annual Audited Financial Statements and Statutory Auditors Report thereon for the Financial Year ended on March 31, 2025.

l. COMPANYS PERFORMANCE

The Companys financial highlights, for the year under review along with previous years figures, are given hereunder:

	(Amount in Rs. Lacs, unless otherwise stated)
	STANDALONE
PARTICULARS	As on 31st March, 2025	As on 31st March, 2024
Revenue from Business Operations	18,726.83	9,689.94
Other Income	1.11	112.49
Total Revenue	18,727.95	9,802.43
Total Expenses	15,995.65	9,240.34
Profit /(Loss) Before Tax	2,732.30	562.09
Less: Tax Expenses
Current Tax	658.31	24.99
Deferred Tax	33.32	126.73
Profit/(Loss) After Taxation	2040.66	410.37

Your Companys total revenue has increased from Rs. 9,689.94 in the previous year to Rs. 18,726.83 in the current year. Out of the total revenue, the major portion of the revenue came from sale of cashew kernels amounting to Rs. 16,710.87.

2. STATE OF COMPANYS AFFAIRS

About Us:

Pajson Agro India Limited (PAIL), established in 2021, which is engaged in agro-processing industry, with a core focus on the processing, value addition, and marketing of cashew nuts.

The Company has swiftly positioned itself as a quality-centric, innovation-driven player with strong execution capabilities.

The key products processed and marketed by PAIL includes:

1. Cashew Kernels (Various Grades)

2. Cashew Nut Shells and Husk

3. Raw Cashew Nuts (RCN)

3. CHANGE IN THE NATURE OF BUSINESS. IF ANY

There was no change in the nature of business of the Company during the year under review. The Company was converted from Private Company into Public Company during the year.

4. DIVIDEND

No dividend was declared for the financial year ended on 31^st March, 2025.

5. SHARE CAPITAL

During the Financial Year under review:

a. The Authorized Equity Share Capital of the Company as on 31^st March, 2025 was Rs. 5,00,00,000/- divided into 50,00,000 Equity Shares of Rs.10/- each. It was increased to Rs. 25,00,00,000 divided into 25,00,000 Equity Shares of Rs.10/- each in the Month of May 2025 after the end of financial year.

b. The Paid up Share Capital of the Company as on 31^st March, 2025 was Rs. 3,49,99,990 /- divided into 34,99,999 Equity Shares of Rs.10/- each. It was increased to Rs. 17,49,99,950 divided into 17,49,99,95 Equity Shares of Rs.10/- each in the Month of May 2025 after the end of financial year.

1 6. TRANSFER TO RESERVES

The Directors do not propose to transfer any amount to reserves. The amount of the Net Profit of Rs. 2,040.66 Lacs carried to the Reserves and Surplus as shown in notes to the financial statements for the year ended on March 31,2025.

7. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES j

The Company did not acquire any subsidiary, joint venture and associate Companies during the year.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. ) Change in Directors and Key Managerial Personnel during the Financial Year 2024-25:

During the Financial Year 2024-25, there were some changes in the composition of the Board of Directors and Key Managerial Personnel of the Company. Key highlights of which are as follows:

• Mr. Pulkit Jain was appointed as Additional director in the board meeting held on 15^th October 2024.

As on 31^st March, 2025, Pursuant to the provisions of Section 149 of the Companies Act, 2013, following is the composition of the Company:

• Mr. Aayush Jain- Director

• Mrs. Anjali Jain- Director

• Mr. Pulkit Jain - Additional Director

b) change in Directors and Key Managerial Personnel from the end of the Financial Year till the date of this report:

• Mr. Amit Kumar was appointed as independent director on 28.04.2025. On 17.05.2025 he resigned from directorship citing personal reasons.

• Mr. Jayesh Bhagia joined the board and appointed as Non Executive Director on 28.04.2025.

• Mr.Prince Wadhwa was appointed as Independent Director into the board on 28.04.2025.

• Mrs. Priyanka Devi was appointed as independent director on 17.05.2025 in place of Mr. Amit Kumar.

• Ms. Roopal Saxena was appointed as Company Secretary/ Compliance Officer on 17.06.2025

• Mr. Ajit Kumar was appointed as Chief Financial Officer on 17.06.2025

• Mr. Aayush Jain was re designated as Managing Director on 28.04.2025

• Mrs. Anjali Jain was re designated as Whole time director on 28.04.2025

c. ) Retirement by Rotation at the ensuing AGM:

Mrs. Anjali Jain has been longest in office, retires by rotation at the forthcoming AGM, and being eligible offers herself for re-appointment. Resolution seeking members approval to the appointment of Mrs. Anjali Jain has been incorporated in the notice convening the 4^th AGM of the Company.

The Board shall take note of the same and recommend her re-appointment.

d. ) Disclosure of Interest in other concerns:

The Company has received the Annual Disclosure(s) from all the Directors, disclosing their Directorship/lnterest in other concerns in the prescribed format, for the Financial Years 2024-25. The Company has received confirmation from all the Directors that none of the Directors were disqualified to act as a Director by virtue of the provisions of Section 164(1) and 164(2) of the Act.

e) Declaration by Independent Directors

Your Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.

In the opinion of the Board, Ms. Priyanka Devi and Mr.Prince Wadhwa, Independent Directors of the Company possesses requisite expertise, proficiency, integrity and experience and the Board considers that their professional background, experience and contributions made during their tenure in the Company and the continued association with the Company would be beneficial to the Company.

9. SECRETARIAL STANDARDS !

Your Company has complied with all the Secretarial Standards applicable on the Company.

10. NUMBER OF MEETINGS OF THE BOARD AND COMMITTEE THEREOF

(a) Board of Directors

Composition. Meetings and Attendance during the Financial Year

The Composition of the Board of Directors of the Company as on 31.03.2025 are as follows:

S. No. Name	Designation
1. Mr. Aayush Jain	Director
2. Mrs. Anjali Jain	Director
3. Mr. Pulkit Jain	Additional Director

During the Financial Year 2024-25, the Board met 12 (Twelve) times and the intervening gap between any two meetings was within the allowed gap pursuant to the Companies Act, 2013.

Attendance of each Director at the meeting of the Board of Directors held during the Financial Year 2024- 25 is given herein below:

s. No.	Date of Board Meetings	Mr. Aayush Jain	Mrs. Anjali Jain	Mr. Pulkit Jain *
1.	12.06.2024	Y	Y	-
2.	19.07.2024	Y	Y	-
3.	30.08.2024	Y	Y	-
4.	15.10.2024	Y	Y	-
5.	26.10.2024	Y	Y	Abs.
6.	9.11.2024	Y	Y	Abs.
7.	26.11.2024	Y	-	Abs.
8.	28.11.2024	Y	?	Abs.
9.	29.11.2024	Y	-	Abs.
10.	14.12.2024	Y	Y	Y
11.	25.02.2025	Y	Y	Abs.
12.	28.03.2025	Y	Y	Abs.

*Mr. Pulkit Jain was appointed as an Additional Director of the Company with effect from October 15, 2024.

11. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY WITH RESPECT TO THE FINANCIAL STATEMENT

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 as well as testing of the internal financial control systems by the internal financial control team.

12. WHISTLE BLOWER / VIGIL MECHANISM POLICY

As Per Section 177(9) of the Companies Act, 2013 the company has constituted the Whistle Blower/Vigil Mechanism Policy which aims to provide inter-alia a mechanism for Directors and Employees of the Company to report any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, unethical behavior, violation of Code of Conduct, etc., calling the attention of the Audit Committee. The policy was reviewed on 25.02.2025 pursuant to conversion from Pvt to Public Company.

"l3. RISK MANAGEMENT POLICY

The Company has developed a risk management policy which identifies major risks that may threaten the company. The same has also been adopted by your board and is also subject to its review from time to time. Risk mitigation process and measures have been formulated and clearly said out in the said policy. The policy was reviewed on 25.02.2025 pursuant to conversion from Pvt to Public Company.

14. AUDITORS

(a) STATUTORY AUDITORS

-ur ComDanv at its 1^st Annual General Meeting (AGM) held on September 27, 2022 had appointed M/s Surender K. Jain & Associates, Chartered Accountants (FRN: 004766N) as Statutory Auditors of the Company to hold office till the conclusion of AGM of the Company to be held in the year 2027. M/s Surender K. Jain & Associates resigned from the office of statutory auditor w.e.f. 18.10.2024 citing reason or pre occupancy.

M/s P.K. Maheshwari & Co. was appointed as statutory auditor in the meeting convened on 22.11.2024 to hold the office till the ensuing AGM. The Board recommends to re-appoint the firm for audit of next 5 financial years ending 31.03.2030.

Statutory Auditors Kepcu

There is no qualification, reservation, adverse remark or disclaimer made by the Auditors in its Report for the Financial Year 2024-25 and no instance of fraud has been reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013.

15. RISK MANAGEMENT

7he Board is continuously applying various risk identification methods for identifying elements of risks in different functional areas of the Company. The Board aims at developing a framework that enables activities to take place in a consistent and controlled manner. Major risks confronted by the management are systematically addressed through mitigating actions on a continuing basis.

16. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

The details of Loans, Guarantees and Investments as per Section 186 of the Companies Act, 2013 are provided in notes to the financial statements for the year ended on March 31,2025.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particulars of all contracts and arrangements entered into by company with related parties are set out in Annexure I referred to in section 188(1) of the Companies Act 2013 including certain arm lengths transactions under third proviso thereto.

18. CORPORATE SOCIAL RESPONSIBILITY

Your Company has deposited Rs. 7,85,000/- in the Prime Minister National Relief Fund as specified under Schedule VII (viii). The Company was required to deposit Rs. 2,65,000 as per the provision of the Act, however spent Rs. 5,20,000 in excess. The Company has not formed CSR Committee due to CSR expense being less than 50 lacs.

The Brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure II of this report in the format prescribed in the Companies Corporate Social Responsibility (CSR) Policy 2014. The CSR policy is available at www.paisonagro.com

19. ANNUAL RETURN

ursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on Financial Year ended March 31, 2025 will be available on the Companys website after conclusion of AGM and can be accessed at www.pajsonagro.com.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy

i) Steps taken or impact on conservation of energy: N.A.

ii) The steps taken by the Company for utilizing alternate sources of energy: N.A.

iii) Capital Investment on energy conservation equipments: N.A.

B. Technology Absorption.

Continuous adoption of latest technology in the manufacturing processes is in line with tne Development within the industry. The Company has also created specific R& D and other cells for studying and analyzing the existing processes for further improvement.

C. Foreign Exchange Earnings and Outgo:

The foreign exchange earnings and the foreign exchange outgo during the year is as unaer.

		(Rs. in lacs)
Particulars	As on 31st March, 2025	As on 31st March, 2024
Foreign Exchange Earnings	508.21	-
Foreign Exchange Outgo	11,460.62	7,789.93

21. PARTICULARS OF EMPLOYEES

The provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to your company.

There were no employees drawing remuneration more than as stated under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

22. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

Following events took place after the end of financial year:

1. issue of bonus issue

Issue of Rs. 13,99,99,960/- was made thus increasing the paid up capital to Rs. 17,49,99,950/-.

During the year Company changed its structure from Private Company to public Company vide RoC letter dated 8^th February 2025.

23. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REPRESSAL) ACT 2013

The Company has constituted an Internal Complaints Committee and has complied with the provisions in this respect as are applicable under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. There was no complaint received from any employee during the year nor any complaint pending or outstanding for redressal as on March 31, 2025.

(a) number of complaints of sexual harassment received in the year- Nil

(b) number of complaints disposed off during the year- Nil

(c) number of cases pending for more than ninety days- Nil

24. DISCLOSURES

Your Directors make the following disclosures during the year under review:

a. No Bonus Shares were declared for the financial year 2024-25. However after the end of financial year during the month of May 2025 the Company declared the bonus issue of value Rs. 13,99,99,960.

b. Your Company was not required to transfer any -amount to the Investor Education and Protection Fund (IEPF).

c. Your Company has not issued any Equity shares with Differential rights during the Year under review.

d. Your Company has not issued any Employees Stock options/ Sweat Equity Shares.

e. Your Company has not redeemed any Preference Shares or Debentures during the Year under review.

f. Your Company has not accepted any Public Deposits.

g. Your Company has not bought back any of its securities during the year under review.

h. No significant and material orders have been passed by any regulators or courts or tribunals against the Company impacting the going concern status and Companys operations in future.

i. The maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is not applicable on the Company.

j. The Company did not make any application under the Insolvency and Bankruptcy Code, 2016, and hence no proceeding is pending under the Code.

k. The requirement of stating the difference between the amount of valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions does not arise, and the same is not applicable on the Company.

l. The Managing Director did not receive any remuneration or commission from its Group Companies.

25. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3) read with Section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended 31^st March, 2025 and state that:

a) The preparation of the Annual Accounts for the Financial Year ended on 31^st March, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 at the end of the Financial Year and of the profit of the Company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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 devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

f) The Directors, in the case of listed company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively-NA

I 26. ACKNOWLEDGEMENT

Your Directors extend sincere gratitude to the customers, vendors, investors, bankers, business associates, consultants and various Government Authorities who have contributed to the continuous growth and performance of the Company. The success of your Company would be incomplete without the commendable efforts put in by the past and present employees of the Company. It is because of their hard work, persistence, solidarity, cooperation and support, the Company has been able to create a niche for itself.

For and on behalf of Board of Pajson Agro Ind	lia Limited
Aayush Jain	Anjali Jain
Chairman & Managing Director	Whole Time Director
DIN: 09323690	DIN: 09323689
Add. BN 23 West Shalimar Bagh, North	Add. BN 23 West Shalimar Bagh, North
West Delhi, 110088	West Delhi, 110088
Date: 14.08.2025
Place: Delhi