SC Agrotech Ltd Directors Report

To, The Members, SC AGROTECH LIMITED

Your directors are pleased in presenting their 36th Directors Report on the business and operations of your Company together with the Audited Financial Statements and the Auditors Report of your Company for the financial year ended, 31st March, 2026.

1. FINANCIAL HIGHLIGHTS:

The following are the financial results of the Company for the year ended 31st March, 2026:

(Amount in Rs.In Lakh)

Particulars	2025-26	2024-25
Revenue from Operations	8806.04	0
Other Income	0.08	247.33
Less: Expenses	8,337.51	180.70
Profit/(Loss) Before Tax	468.61	20.33
Less: Tax Expenses	134.63	0
- Current Tax	134.63	1.40
- Deferred Tax	0.60	0
Profit/(Loss) for the year	333.98	18.93

2. INDUSTRY SCENARIO AND STATE OF COMPANYS AFFAIRS:

The Performance of your Company during F.Y 2025-2026 is given above.

The Company has closed its books of account with a Profit of Rs. 333.98 lakh (Rupees Three Crore Thirty-Three lakh and Ninety-Eight thousand Only) for the financial year ended 31.03.2026 as compared to the Profit of Rs. of Rs. 18.93 lakh (Eighteen Lakh and Ninety-Three thousand Only) for the financial year ended 31.03.2025.

3. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company during the year.

4. CHANGE IN THE REGISTERED OFFICE OF THE COMPANY

There was no change in the registered office of the company during the financial year 2025-2026.

5. DIVIDEND

With a view to meeting future requirements of projects and to strengthening the financial position of the Company, your directors have decided not to recommend any dividend for the period under review.

6.CAPITAL STRUCTURE:

During the year under consideration, the Company has changed its capital structure and the authorized and paid-up share capital as on 31st March 2026 stands as follow:

During the year under review, the authorized share capital of the company was increased from existing Rs. 7,00,00,000 /- (Rupees Seven crore Only) divided into 65,00,000 (Sixty-Five lakh) Equity Shares of Rs. 10/- (Rupees Ten) each and 50,000 (Fifty Thousand) Cumulative Preference Shares of Rs. 100/- (Rupees Hundred) each to Rs. 77,00,00,000 /- (Rupees Seventy-Seven Crore) divided into 7,65,00,000 (Seven Crore Sixty-Five Lakh) Equity Shares of Rs. 10/- (Rupees Ten) each and 50,000 (Five lakh Only) Cumulative Preference Shares of Rs. 100/- (Rupees Hundred) each.

The Company had issued 7,00,00,000 (Seven Crore) Fully Convertible Equity Warrants at an issue price Rs. 16/ each on a preferential basis pursuant to the approval of the shareholders obtained through the Annual General Meeting held on September 27, 2025. Against the said warrants, the Company has allotted:

? 2,18,30,000 (Two Crore Eighteen Lakh and Thirty Thousand) Equity Shares on 29.12.2025;

? 73,95,000 (Seventy-three Lakh and Ninety-Five Thousand) Equity Shares on 01.01.2026;

? 2,59,50,000 (Two Crore Fifty-Nine Lakh and Fifty Thousand) Equity Shares on 19.01.2026,

? 37,00,000 (Thirty-Seven lakh) Equity Shares on 20.01.2026, and

? 1,11,25,000 (One Crore Eleven Lakh and Twenty-Five Thousand) Equity Shares on 16.02.2026, pursuant to the resolutions passed by the Board of Directors in their respective meetings.

Accordingly, the paid-up share capital of the Company stands increased from 5,99,50,000/- (Rupees Five Crore Ninety-Nine Lakh and Fifty Thousand Only) divided into 59,95,000 (Fifty-Nine Lakh and Ninety-Five Thousand) equity shares of 10/- (Rupees Ten) each to 75,99,50,000/- (Rupees Seventy-Five Crore Ninety-Nine Lakh and Fifty Thousand Only) divided into 7,59,95,000 (Seven Crore Fifty-Nine Lakh and Ninety-Five Thousand) equity shares of 10/- (Rupees Ten) each.

7.HOLDING/SUBSIDIARY/ASSOCIATE COMPANIES:

The Company does not have any Holding, Subsidiary, joint venture or associate company. Hence, declaration regarding the same is not required.

8.MANAGEMENT DISCUSSIONS & ANALYSIS REPORT:

Management Discussion & Analysis report for the year under review as stipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure-B forming part of this Report.

9.EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as of March 31, 2026, on its website https://scagrotechtld.in/investors-relations/annual-reports

10.AMOUNT TRANSFERRED TO RESERVES:

Company proposes to transfer 333.98 lakh to General Reserves.

9.DIRECTORS:

Companys Board comprises of the following directors:-

DIN/PAN	Name	Begin date	End date
11211517	Pratikkumar Bharathbhai Patel	29/07/2025	-
11211454	Suchitkumar Bipinchandra Patel	29/07/2025	-
10932178	Sanjay Singhadiya	09/04/2025	-
08228413	Rajat Goel	05/04/2025	-
10774144	Richa Arora	05/04/2025	-
10896560	Dinesh Kacharaji Mochi**	30/01/2025	02/09/2025
10607337	Varsha Rani#	30/04/2024	08/04/2025
08719831	Sharad Ratan#	16/03/2020	08/04/2025
10790325	Saurabh*	17/04/2026	-

*Appointed w.e.f 17.04.2026
# Resigned w.e.f. 08.04.2025
** Resigned w.e.f. 02.09.2025

10.MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of the Company met "24" times during the year in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the minutes book kept by the Company for the purpose. The intervening period between the Board Meetings were well within the maximum time between the two meetings prescribed under section 173 of the Companies Act, 2013 and special Measures under companies act in view of Covid outbreak.

11.COMMITTEES OF THE BOARD OF DIRECTORS OF THE COMPANY:

In terms of Companies Act, 2013, our Company has already constituted the following Committees of the Board:

1. Audit Committee.

2. Nomination and Remuneration Committee.

3. Stakeholders Relationship Committee. Institute of Committees are as under:

a. Audit Committee:

Constitution:

Name	Designation in the Committee	Nature of Directorship
RAJAT GOEL	CHAIRMAN	Non-Executive Independent Director
RICHA ARORA	MEMBER	Non-Executive Independent Director
PRATIKKUMAR BHARATBHAI PATEL	MEMBER	Managing Director

The term of reference:

i. Recommendation for appointment, remuneration and terms of appointment of auditors of the company.

ii. Review and monitor the auditors independence and performance, and effectiveness of audit process.

iii. Examination of the financial statement and auditors report thereon.

iv. Approval or any subsequent modification of transactions of the company with related parties.

v. Scrutiny of inter-corporate loans and investments.

vi. Valuation of undertakings or assets of the company, wherever it is necessary.

vii. Evaluation of internal financial controls and risk management systems.

viii. Monitoring the end use of funds raised through public offers and related matters.

ix. The Audit Committee may call for the comments of the auditors about internal control system, the scope of audit, including the observations of the auditors and review of the financial statement before their submission to the Board and may also discuss any related issue with the internal and statutory auditors and the management of the company.

x. The Audit Committee shall have authority to investigate into any matter in relation to the items specified above in (i) to (iv) or referred to it by the Board and for this purpose shall gave power to obtain professional advice from external sources and have full access to information contained the records of the company.

xi. The auditors of a company and the key managerial personnel shall have a right to be heard in the meetings of the Audit Committee when it considers the auditors report but shall not have the right to vote.

xii. The Boards report under sub-section (3) of section 134 shall disclose the composition of Audit Committee and where the Board had not accepted any recommendation of the Audit Committee, the same shall be disclosed in such report along with the reasons thereof.

xiii. The victims/persons who use vigil mechanism can direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

b. Nomination and Remuneration Committee:

Constitution:

Name	Position in the Committee	Nature of Directorship
RAJAT GOEL	CHAIRMAN	Non-Executive Independent Director
RICHA ARORA	MEMBER	Non-Executive Independent Director
SANJAY SINGHADIYA	MEMBER	Non-Executive Director

The term of reference:

i. To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Directors performance.

ii. To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

iii. The Nomination and Remuneration Committee shall, while formulating the policy ensure that:

1. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

2. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

3. Remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:

iv. Regularly review the Human Resource function of the Company.

v. Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the Board from time to time.

vi. Make reports to the Board as appropriate.

vii. Review and reassess the adequacy of his charter periodically and recommend any proposed changes to the Board for approval from time to time.

viii. Any other work and policy related and incidental to the objectives of the committee as per provisions of the Act and rules made thereunder.

c. Stakeholders Relationship Committee:

Constitution:

Name	Position in the Committee	Nature of Directorship
RAJAT GOEL	CHAIRMAN	Non-Executive Independent Director
RICHA ARORA	MEMBER	Non-Executive Independent Director
SANJAY SINGHADIYA	MEMBER	Non-Executive Director

12. Particulars of the Extra-Ordinary General Meeting of the Company held during the year:

There was no Extra Ordinary General Meeting held during the year under consideration.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The details related to Loan/Guarantee or investment for the period is given in the note of Financial Statements.

14. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

NA

15. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE:

No significant and material orders were passed by the regulators or courts or tribunals which affect the going concern status and future operation of the Company

16. PARTICULARS OF CONTRACTS OR ARRANGMENTS MADE WITH THE RELATED PARTIES:

Related party transactions that are entered during the financial year were in the ordinary course of Business and on an arms length basis. The Company had not entered into any contract/arrangement/transactions with related parties which could be considered material. Hence, the Company is not required to attach Form AOC-2 pursuant to section 134 (3) (h) of the Companies act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014.

17. DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The provisions of section 197(12) of the Act read with rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 details with respect to remuneration of employees are as under:

18.2. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year; and the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2025-26 is as under:

Sr. No.	Name of Director, KMP & Designation	% increase/decrease in Remuneration in the Financial Year 2025-26	Ratio of remuneration of each Director/ to median remuneration of employees	AMOUNT OF SALARY
1	PRATIKKUMAR BHARATBHAI PATEL	-	-	-
2	SUCHITKUMAR BIPINCHANDRA PATEL	-	-	-
3	JEET PARAGKUMAR PATEL	-	-	-
4	SANJAY SINGHADIYA	-	-	-
5	RITIKA SOOD	-	-	1.5 Lakh
6	RAJAT GOEL	-	-	-
7	RICHA ARORA	-	-	-
8	SAURABH	-	-	-
9	Dinesh Kacharaji Mochi	-	-	-
10	Sharad Ratan	-	-	-
11	Varsha Rani	-	-	-
12	Amit Sehgal	-	-	-

3. The median remuneration of employees of the Company during the financial year 2025-26 was Nil

4. Number of Permanent Employees on the rolls of Company as on 31st March, 2026: 06

5. It is hereby affirmed that the remuneration paid is as per the Nomination & Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

6. The information as per Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as follows:

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in above.

18. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

During the year under review, there is no Subsidiary, Joint Venture or Associate Company.

19.DEPOSITS:

The Company has not accepted any deposits under the applicable provisions of the Companies Act, 2013 and the rules framed there under.

20.AUDITORS:

The Company in its 35th Annual General Meeting (AGM) held on 27/09/2025 appointed M/s. Marks & Co. (FRN: 139476W) chartered Accounts as Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013 and the rules framed there under, for a term of 5 consecutive years commencing from the conclusion of the 35th Annual General Meeting held on 27/09/2025 until the conclusion of 40th Annual General Meeting of the Company to be held in 2030 for the Financial year 2029-2030.

21.AUDITORSREPORT:

There is a qualification made by the auditors in their report and the Board notes the observations of the Auditors regarding certain supporting documents, reconciliations, confirmations and statutory records not being fully available during the audit, including matters relating to GST, TDS and other balances. The Company is in the process of strengthening its documentation, reconciliation and internal control systems and is taking necessary steps to ensure timely availability of complete records and proper functioning of the audit trail in the accounting software going forward.

22.SECRETARIALAUDIT:

22. SECRETARIALAUDIT:Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. SCS and Co. LLP in its 35th Annual General Meeting (AGM) held on 27/09/2025, to conduct Secretarial Audit of the Company for the FY 2025-26 to FY 2029-30.

The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2026, is enclosed to this Report as Annexure - A. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor.

23.FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT U/S 143(12):

There were no frauds reported by the auditors under section 143(12) of Companies Act, 2013 during their course of audit for the financial year 2025-2026.

23.DISCLOSURES AS MAINTENANCE OF COST RECORDS UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013:

The Company does not fall under the preview of section 148 of the Companies Act, 2013, and hence it is not required to maintain any cost records and accordingly such accounts and records are not made and maintained by the company.

24.INTERNAL AUDITOR:

24. INTERNAL AUDITOR:The Company has duly appointed an Internal Auditor pursuant to Section 138 of the Companies Act, 2013 read with applicable rules, and the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and confirms compliance with the said provisions."

26.PREVENTION OF SEXUAL HARASSMENT:

The Companys goal has always been to create an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences and other factors, and contribute to the best of their abilities. In line to make the workplace a safe environment, the Company has set up a policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("PoSH Act"). Further, the Company has complied with the provisions under the PoSH Act relating to the framing of an anti-sexual harassment policy and the constitution of an Internal Committee.

The Company has not received any complaints of work place complaints, including complaints on sexual harassment during the year under review.

27.MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

28.DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the financial year under review, there were NO application/s made or proceeding were pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

29. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the Financial year under review, there were NO one time settlement of Loans taken from Banks and Financial institutions.

30. SECRETARIAL STANDARDS:

Your Company has complied with Secretarial Standard-1 (Board Meeting) and Secretarial Standards-2 (General Meetings) (together referred to as the Secretarial Standards) w.e.f. 1st October, 2017 as approved by the Central Government and issued by the Institute of Company Secretaries of India (ICSI) under the provisions of Section 118(10) of the Companies Act, 2013.

31. INTERNAL CONTROL SYSTEMS:

The Companys internal control systems are adequate and commensurate with the nature and size of the Company and it ensures:

Timely and accurate financial reporting in accordance with applicable accounting standards. Optimum utilization, efficient monitoring, timely maintenance and safety of its assets. Compliance with applicable laws, regulations and management policies.

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

As the business and activities of the Company does not involve any manufacturing activity right now, the information required to be provided under the provisions of Section 134(3)(m) of the Companies Act, 2013 in respect of Conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the financial year under review.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Earnings:	00.00
Outgo:	00.00

a) Conservation of Energy:

As there are no ongoing operations in your Company. Hence there is no need to conserve energy.

b) Technology Absorption:

Efforts made for technology absorption	N.A.
Benefits derived	N.A.
Expenditure on Research & Development, if any	N.A.
Details of technology imported, if any	N.A.
Year of import	N.A.
Whether imported technology fully absorbed	N.A.
Areas where absorption of imported technology has not taken place, if any	N.A.

33. LIQUIDITY:

Your Company maintains sufficient cash to meet our strategic objectives. We clearly understand that the liquidity in the Balance Sheet is to ensure balance between earning adequate returns and the need to cover financial and business risks. Liquidity also enables your Company to position itself for quick responses to market dynamics.

34. VIGIL MECHANISM:

In compliance with provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI LORD, the Company has framed a Whistle Blower Policy/Vigil Mechanism to report concerns about the Companys working or any violation of its policies. No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the website of your Company at https://scagrotechltd.in/

35. CORPORATE SOCIAL RESPONSIBILITY:

As per the provisions of Section 135 of the Companies Act, 2013, read with rules framed there under, every company including its holding or subsidiary and a foreign company, which fulfills the criteria specified in sub-section (1) of section 135 of the Act shall comply with the provisions of Section 135 of the Act and its rules.

Since the Company is not falling under any criteria specified in sub-section (1) of section 135 of the Act, your Company is not required to constitute a Corporate Social Responsibility ("CSR") Committee.

36. STATEMENT SHOWING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has a Risk Management Policy, which periodically assesses the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management Policy, the relevant parameters for protection of the environment, safety of operations and health of people at work are monitored regularly. Your Company has a Risk Management Policy in place and is available on the Companys website at https://scagrotechltd.in/

37. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, it is hereby confirmed:

a) That in the preparation of the annual accounts for the period ended 31.03.2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) That 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 a true and fair view of the state of affairs of the Company at the end of the financial year and the loss of the Company for the period ended 31.03.2026;
c) That the Directors had 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;
d) That the Directors had prepared the annual accounts on a going concern basis and
e) That 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.

38. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE 9 OF THE COMPANIES ACT 2013:

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations.

The company has proposed and appointed a Designated person in a Board meeting and the same has been reported in Annual Return of the company.

39.CORPORATE GOVERNANCE:

Corporate Governance is an ethically driven business process that is committed to values aimed at enhancing an organizations brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders expectations. It is imperative that our company affairs are managed in fair and transparent manner. This is vital to gain and retain the trust of our stakeholders.

A report on a Corporate Governance and a certificate from the statutory auditor of the Company regarding compliances of conditions of Corporate Governance as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended as annexure to this report.

40 ACKNOWLEDGEMENT:

Your Board takes this opportunity to place on record their appreciation for the dedication and commitment of employees shown at all levels. Your Board also wishes to place on record its appreciation for the services rendered by its auditor, consultants business partners, Bankers, Service Providers as well as regulatory and government authorities for extending support and placing their faith and trust on the Board.

PRATIKKUMAR BHARATBHAI PATEL

Managing Director

DIN: 11211517

SUCHITKUMAR BIPINCHANDRA PATEL

Director

DIN: 11211454