To, The Members, Upsurge Seeds of Agriculture Limited
The Board of Directors is pleased to present the 9th Annual Report of the Company, together with the Audited Standalone Financial Statements for the financial year ended March 31, 2026, and the Reports of the Statutory Auditors and Secretarial Auditor thereon.
Standalone
| PARTICULARS | 2025-26 | 2024-25 |
| Total Revenue | 11,069.61 | 13,727.60 |
| Less: Total Expenditure including Depreciation | 10,278.12 | 12,840.33 |
| Profit/Loss Before Tax | 791.48 | 887.27 |
| Less: Tax (including Current Tax, deferred tax & Provision) | 43.67 | 37.83 |
| Profit After Tax | 747.81 | 849.44 |
| Basic | 7.43 | 10.64 |
| Diluted | 7.43 | 10.64 |
The above figures are extracted from the Standalone Financial Statements prepared in accordance with generally accepted accounting Principles in India. The applicable mandatory Accounting Standards as amended specified under section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 of India have been followed in preparation of these financial statements and Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), as amended.
Considering the Companys growth strategy, capital requirements, and the need to strengthen its financial position, the Board of Directors has not recommended any dividend for the financial year ended March 31, 2026. The profits earned during the year have been retained to support the Companys future growth and business expansion.
The Company has not declared any dividend during the previous financial year. Accordingly, there was no unpaid or unclaimed dividend amount required to be transferred to the Investor Education and Protection Fund (IEPF) pursuant to the provisions of Section 125 of the Companies Act, 2013.
The Board of Directors has not proposed any transfer of profits to the General Reserve for the financial year ended March 31, 2026.
During the financial year under review, the Company continued to focus on its core business of manufacturing, processing, marketing, and distribution of high-quality agricultural seeds. Despite a challenging business environment and changing market dynamics in the agricultural sector, the Company remained committed to operational excellence, product quality, customer satisfaction, and sustainable business practices.
During the financial year ended March 31, 2026, the Company recorded a Total Revenue of ?11,069.61 Lakhs as against ?13,727.60 Lakhs in the previous financial year. The Company earned a Profit Before Tax of ?791.48 Lakhs compared to ?887.27 Lakhs in the previous year and reported a Profit After Tax of ?747.81 Lakhs as against ?849.44 Lakhs during the previous financial year.
The Company continued to strengthen its operational processes, maintain financial discipline, and focus on efficient utilization of resources. Your Directors remain confident about the Companys long-term growth prospects and are committed to enhancing stakeholder value through sustainable growth, sound corporate governance, prudent financial management, and continued focus on quality products and customer satisfaction.
The detailed financial performance of the Company forms part of the Audited Standalone Financial Statements and the notes thereto included in this Annual Report.
During the financial year under review, there was no change in the nature of the business of the Company. The Company continued to carry on its existing business activities in accordance with its Objects Clause as set out in the Memorandum of Association.
During the financial year under review, the Authorised Share Capital of the Company was increased from ?1,000.00 Lakhs, comprising 1,00,00,000 Equity Shares of ?10/- each, to ?1,100.00 Lakhs, comprising 1,10,00,000 Equity Shares of ?10/- each, after obtaining the requisite approvals from the Members of the Company.
Further, pursuant to the approval of the Members and in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder, the Company allotted 30,25,628 fully paid-up Bonus Equity Shares of ?10/- each in the ratio of 3 (Three) Bonus Equity Shares for every 7 (Seven) existing fully paid-up Equity Shares held by the Members as on the Record Date. The Bonus Shares were allotted on October 13, 2025 by capitalising a portion of the Companys Free Reserves.
Consequent to the aforesaid Bonus Issue, the Issued, Subscribed and Paid-up Equity Share Capital of the Company increased from ?705.98 Lakhs, comprising 70,59,800 Equity Shares of ?10/- each, to ?1,008.54 Lakhs, comprising 1,00,85,428 Equity Shares of ?10/- each.
The Bonus Equity Shares rank pari passu in all respects with the existing Equity Shares of the Company, including dividend and voting rights, from the date of allotment. Except for the aforesaid increase in the Authorised Share Capital and the Bonus Issue, there was no other change in the share capital structure of the Company during the financial year under review.
There have been no material changes or commitments affecting the financial position of the Company that have occurred between the end of the financial year, i.e., March 31, 2026, and the date of this Report, which may have an impact on the operations or financial position of the Company.
The equity shares of the Company are admitted for dematerialisation with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The Company has entered into the requisite agreements with both the depositories and its Registrar and Share Transfer Agent to facilitate dematerialisation and rematerialisation of equity shares in accordance with the applicable provisions of the Depositories Act, 1996, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable laws.
As on March 31, 2026, 100% of the issued, subscribed and paid-up equity share capital of the Company was held in dematerialised form. The Company has not issued any share certificates in physical form during the financial year under review.
The Company does not have any subsidiary, joint venture or associate company as on March 31, 2026. Accordingly, there was no company that became or ceased to be a subsidiary, joint venture or associate company of the Company during the financial year under review.
During the financial year under review, the Company has neither accepted nor renewed any deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, there were no outstanding deposits as on March 31, 2026.
A. STATUTORY AUDITORS: M/s. R B Gohil & Co., Chartered Accountants (Firm Registration No. 119360W), were the Statutory Auditors of the Company for the financial year ended March 31, 2026 and have audited the Standalone Financial Statements of the Company for the said financial year.
The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer. The Notes to the Financial Statements referred to in the Auditors Report are self-explanatory and, therefore, do not call for any further comments by the Board of Directors under Section 134(3)(f) of the Companies Act, 2013.
M/s. R B Gohil & Co. have resigned as Statutory Auditors of the Company with effect from August 31, 2026. Consequently, the Board of Directors, based on the recommendation of the Audit Committee, has recommended the appointment of M/s. D M A A AND ASSOCIATES, Chartered Accountants (Firm Registration No. 159516W) as Statutory Auditors of the Company for a term of five consecutive years, subject to the approval of the Members at the ensuing Annual General Meeting.
The Board places on record its appreciation for the services rendered by M/s. R B Gohil & Co. during their tenure.
During the financial year under review, the Statutory Auditors have not reported any instance of fraud committed against the Company by its officers or employees under Section 143(12) of the Companies Act, 2013. Accordingly, no such disclosure is required to be made in this Report.
B. INTERNAL AUDITOR: The Company has an adequate and effective internal audit framework commensurate with the nature, size and complexity of its operations. The Company follows a risk-based internal audit approach to review and strengthen its internal control systems and business processes.
During the financial year under review, M/s. D M A A & Associates, Chartered Accountants, Rajkot (Firm Registration No. 159516W) acted as the Internal Auditors of the Company. Subsequently, M/s. D M A A & Associates resigned as Internal Auditors of the Company.
The Board of Directors has appointed Mr. Dhavalkumar Rameshchandra Doshi, Chartered Accountant, having Membership No. 144300, Rajkot, as the Internal Auditor of the Company to conduct the internal audit of the Company in accordance with the applicable provisions of the Companies Act, 2013.
Based on the reports of the Internal Auditor and the review of the Audit Committee and the Board, the Companys internal financial controls are adequate and operating effectively.
C. SECRETARIAL AUDITOR: Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions, if any, the Board of Directors appointed M/s. Jain Preeti & Company, Practicing Company Secretaries (Membership No. F13336) as the Secretarial Auditor of the Company to conduct the Secretarial Audit for the financial year 2025-26.
The Secretarial Audit Report for the financial year ended March 31, 2026 is annexed to this Report as Annexure - I.
The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
The provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, relating to the maintenance of cost records and the appointment of Cost Auditors, are not applicable to the Company for the financial year ended March 31, 2026.
The Statutory Auditors Report on the Standalone Financial Statements for the financial year ended March 31, 2026 and the Secretarial Audit Report issued by the Secretarial Auditor do not contain any qualification, reservation, adverse remark or disclaimer. Accordingly, no explanation or comment by the Board is required under the provisions of Section 134(3)(f) of the Companies Act, 2013.
During the financial year under review, the Statutory Auditors have not reported any fraud committed against the Company by its officers or employees under Section 143(12) of the Companies Act, 2013. Accordingly, no disclosure is required under the said provisions.
During the financial year under review, the Company has not granted any loans, provided any guarantees or securities, or made any investments covered under the provisions of Section 186 of the Companies Act, 2013.
Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on March 31, 2026 is available on the website of the Company and can be accessed at .
All Related Party Transactions entered into by the Company during the financial year under review were in the ordinary course of business and on an arms length basis. Accordingly, the provisions of Section 188(1) of the Companies Act, 2013 were not attracted. Therefore, the disclosure of Related Party Transactions in Form AOC-2 is not applicable and does not form part of this Report.
Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 read with the applicable Rules made thereunder and Schedule IV to the Companies Act, 2013, the Board of Directors has carried out an annual evaluation of its own performance, the performance of its Committees, the Chairman & Managing Director, Individual Directors and Independent Directors.
The evaluation was carried out based on various parameters, including the composition of the Board and its Committees, attendance and participation at Board and Committee Meetings, strategic guidance, governance practices, decision-making process, leadership, professional expertise, and overall contribution towards the growth and performance of the Company.
The Independent Directors evaluated the performance of the Chairman & Managing Director, the Non-Independent Directors and the Board as a whole. The Board also evaluated the performance of the Independent Directors, excluding the Director being evaluated.
Based on the evaluation, the Board was satisfied with its overall effectiveness and the functioning of its Committees. The Board also appreciated the valuable contribution made by each Director towards the growth, governance and overall performance of the Company.
The composition of the Board of Directors remained unchanged during the financial year under review. As on March 31, 2026, the Board of Directors and Key Managerial Personnel of the Company were as follows:
| Sr. No. | Name of the Director | DIN | Designation | Date of appointment |
| 01. | ARVINDKUMAR JADAVJIBHAI KAKADIA | 06893183 | Managing Director | 30/10/2017 |
| 02. | VIKEN JENTILAL KAKADIYA | 07822734 | Whole-time Director | 30/10/2017 |
| 03. | SONALBEN ARVINDBHAI KAKADIYA | 07857775 | Whole-time Director | 30/10/2017 |
| 04. | RASIK VALLBHBAHI MOLIYA | 09395525 | Director | 30/11/2021 |
| 05. | RAJ HITESHKUMAR KAKKAD | 08867634 | Director | 30/11/2021 |
| 06. | PANKAJBHAI CHANDULAL KOTAK | 09562427 | Director | 09/04/2022 |
| 07. | VINODBHAI RAJABHAI BHADARKA | 09829560 | Director | 19/12/2022 |
| 08. | SONALBEN ARVINDBHAI KAKADIYA | NA | CFO | 30/11/2021 |
| 09. | CS SMITA ANAND MISHRA | NA | CS | 18/10/2025 |
During the financial year under review, there was no change in the composition of the Board of Directors.
During the year, CS Tanishka Anilbhai Dhamejani resigned from the office of Company Secretary & Compliance Officer with effect from July 23, 2025. The Board places on record its appreciation for the valuable services rendered by her during her tenure.
Subsequently, CS Smita Anand Mishra was appointed as the Company Secretary & Compliance Officer of the Company with effect from October 18, 2025, in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable.
The Board of Directors meets at regular intervals to consider and deliberate on matters relating to the Companys business operations, strategic initiatives, financial performance, corporate governance, statutory compliances and other significant matters requiring the Boards approval. A tentative annual calendar of Board and Committee Meetings is prepared and circulated in advance to facilitate the Directors in planning their schedules and ensuring their effective participation in the meetings.
During the financial year under review, 10 (Ten) meetings of the Board of Directors were convened and held. The intervening gap between any two consecutive Board Meetings did not exceed the period prescribed under the Companies Act, 2013, the applicable Rules made thereunder and Secretarial Standard-1 (SS-1) issued by the Institute of Company Secretaries of India.
Notices convening the meetings of the Board and its Committees, together with the detailed agenda and relevant notes on agenda items, were circulated to all the Directors well in advance in accordance with the provisions of the Companies Act, 2013 and Secretarial Standard-1 (SS-1). The agenda papers contained adequate and relevant information to enable the Directors to deliberate on the matters placed before the Board and take informed decisions.
The meetings of the Board and its Committees were generally held at the Registered Office of the Company or through other permissible modes in accordance with the applicable provisions of the Companies Act, 2013.
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief, confirm that:
i. In the preparation of the annual financial statements for the financial year ended March 31, 2026, the applicable Accounting Standards read with the requirements set out under Schedule III to the Companies Act, 2013 have been followed, and there are no material departures; ii. 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 as at March 31, 2026 and of the profit of the Company for the financial year ended on that date; iii. 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; iv. The Directors have prepared the annual financial statements on a going concern basis; v. The Directors have laid down adequate internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and vi. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.
iv. The Directors have prepared the annual financial statements on a going concern basis;
v. The Directors have laid down adequate internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and vi. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.
The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given below:
A. Conservation of Energy The Companys operations are not energy intensive. Nevertheless, the Company continues to take appropriate measures for optimum utilisation and conservation of energy wherever practicable.
B. Technology Absorption The nature of the Companys business does not involve any significant technology absorption or research and development activities requiring disclosure under the aforesaid provisions.
C. Foreign Exchange Earnings and Outgo
| Particulars | Amount |
| Foreign Exchange Earning | Nil |
| Foreign Exchange out go | Nil |
The Company has received the necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and the rules made thereunder. The Independent Directors have also confirmed that they have complied with the provisions relating to their independence as prescribed under the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable.
The Company familiarises its Independent Directors with their roles, rights, responsibilities and duties under the Companies Act, 2013 and other applicable laws, as well as the nature of the Companys business, industry, operations, business model and regulatory environment. The familiarisation programme also enables the Independent Directors to gain an understanding of the Companys governance framework and business operations.
The details of the Familiarisation Programme are available on the website of the Company at .
Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with the applicable Rules made thereunder, the Board of Directors has constituted the Nomination and Remuneration Committee (NRC).
The broad terms of reference of the Committee, inter alia, include the following:
To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommend their appointment and removal to the Board.
To formulate the criteria for determining qualifications, positive attributes and independence of Directors.
To recommend to the Board a policy relating to the remuneration of Directors, Key Managerial Personnel and Senior Management Personnel.
To formulate criteria for evaluation of the performance of the Board, its Committees and individual Directors.
To devise a policy on diversity of the Board.
To recommend the remuneration payable to Directors, Key Managerial Personnel and Senior Management Personnel.
To perform such other functions as may be assigned by the Board or as may be prescribed under the Companies Act, 2013 and other applicable laws.
The composition of the Nomination and Remuneration Committee as on March 31, 2026 was as under:
| Name of the Director | Status in Committee | Nature of Directorship |
| Mr. Raj Hiteshkumar Kakkad | Member | Independent Director |
| Mr. Rasik Vallbhabhai Moliya | Chairman | Independent Director |
| Mr. Pankajbhai Chandulal Kotak | Member | Non-Executive Director |
In compliance with the provisions of Section 177 of the Companies Act, 2013 (the Act) and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR Regulations), the Board of Directors has constituted an Audit Committee.
The Statutory Auditors and Internal Auditors of the Company are regular invitees to the meetings of the Audit Committee. The Audit Committee holds discussions with the Statutory Auditors regarding the Limited Review of the half-yearly financial results, the annual audit plan, matters relating to compliance with Accounting Standards, observations arising from the annual audit of the Companys accounts and other related matters. The Audit Committee is also presented with a summary of internal audit observations and follow-up actions thereon.
The terms of reference of the Audit Committee include the matters prescribed under Section 177 of the Companies Act, 2013 read with Regulation 18 of the SEBI (LODR) Regulations, 2015.
The Company Secretary acts as the Secretary to the Committee.
The composition of the Audit Committee as on March 31, 2026 was as follows:
| Name of the Director | Status in Committee | Nature of Directorship |
| Mr. Raj Hiteshkumar Kakkad | Member | Independent Director |
| Mr. Rasik Vallbhabhai Moliya | Chairman | Independent Director |
| Mrs. Sonalben Arvindbhai Kakadiya | Member | Whole Time Director |
During the year under review 5 (Five) Meetings of Audit Committee were held.
The Company has constituted the Stakeholders Relationship Committee pursuant to the provisions of Section 178 of the Companies Act, 2013 (the Act) and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR Regulations) vide Board Resolution dated April 13, 2022.
The Stakeholders Relationship Committee is responsible for considering and resolving the grievances of security holders of the Company, including complaints related to transfer/transmission of shares, non-receipt of annual reports, non-receipt of declared dividends and other investor-related matters.
The composition of the Stakeholders Relationship Committee as on March 31, 2026 was as follows:
| Name of the Director | Status in Committee | Nature of Directorship |
| Mr. Raj Hiteshkumar Kakkad | Chairman | Independent Director |
| Mr. Rasik Vallbhabhai Moliya | Member | Independent Director |
| Mr. Arvindkumar Jadavibhai Kakadia | Member | Managing Director |
During the year under review, 1 (One) meeting of the Stakeholders Relationship Committee was held.
Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has developed and implemented a Risk Management Policy to identify, assess and mitigate various business risks.
The Risk Management framework of the Company includes identification of key risks, assessment of their impact, implementation of suitable risk mitigation measures and periodic monitoring and reporting of such risks.
The Board of Directors periodically reviews the risks associated with the business operations of the Company, including credit risk, liquidity risk, operational risk and other business-related risks, and ensures that appropriate measures are undertaken to manage such risks within acceptable limits.
The Company has adequate internal controls and procedures to identify and manage risks effectively. Considering the nature, size and scale of operations of the Company, the risks which may threaten the existence of the Company are assessed to be minimal. However, the Company continues to monitor the business environment and takes necessary steps to address emerging risks and ensure sustainable growth.
The Company has an adequate system of internal financial controls with reference to the financial statements. The internal control systems are designed to provide reasonable assurance regarding the safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.
The internal financial controls are implemented through appropriate policies and procedures and are periodically reviewed to ensure their effectiveness and adequacy. The internal checks and control systems are carried out on a regular basis to assess the effectiveness of such controls and to identify areas requiring improvement.
In the opinion of the Board of Directors, the existing internal financial control framework is adequate and commensurate with the size, scale and nature of operations of the Company.
The Company has adopted an Anti-Sexual Harassment Policy in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the rules made thereunder.
The Company has constituted an Internal Committee (IC) to address and redress complaints relating to sexual harassment at the workplace. The policy extends to all employees of the Company, including permanent employees, contractual employees, temporary employees and trainees.
During the financial year under review, no complaint relating to sexual harassment was received by the Company and hence, no action was required to be taken by the Internal Committee.
| Particulars | Details |
| Number of complaints received during the year | Nil |
| Number of complaints disposed of during the year | Nil |
| Number of complaints pending as on end of financial year | Nil |
| Number of awareness programmes conducted | As applicable |
| Nature of action taken | Not Applicable |
During the financial year under review, the Company has not given any loan, guarantee or security, nor made any investments falling under the provisions of Section 186 of the Companies Act, 2013. Accordingly, the provisions of Section 186 of the Companies Act, 2013 were not attracted during the year under review.
During the financial year ended March 31, 2025, all contracts, arrangements and transactions entered into by the Company with related parties as referred to under Section 188(1) of the Companies Act, 2013 were in the ordinary course of business and on an arms length basis.
Accordingly, disclosure in Form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-3 and forms an integral part of this Report.
The Company has adopted a Policy on Related Party Transactions for identification, review, approval and monitoring of related party transactions in accordance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said policy is available on the website of the Company at .
The Management Discussion and Analysis Report, as required under the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed as Annexure-4 to this Report and forms an integral part of the Annual Report.
During the financial year under review, no significant or material orders were passed by any regulator, court or tribunal which could have an impact on the going concern status or future operations of the Company.
During the financial year under review, no application was made and no proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016. Accordingly, there was no matter under the Insolvency and Bankruptcy Code, 2016 requiring disclosure in the Annual Report.
During the financial year under review, the Company has not undertaken any one-time settlement with any Bank or Financial Institution. Accordingly, the requirement to disclose the details of difference between the valuation done at the time of one-time settlement and the valuation done while obtaining loans from Banks or Financial Institutions, along with the reasons thereof, is not applicable to the Company.
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the requirement for maintenance of cost records as specified under the said provisions is not applicable to the Company for the Financial Year 2025-26.
During the financial year under review, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118(10) of the Companies Act, 2013.
The information required pursuant to the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to particulars of employees, is provided in Annexure-2 to this Report.
In terms of the provisions of Section 136 of the Companies Act, 2013, the Annual Report and Financial Statements are being sent to the Members of the Company excluding the information relating to employees particulars as required under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The said information is available for inspection by Members through electronic mode up to the date of the ensuing Annual General Meeting. Any Member interested in obtaining such information may write to the Company Secretary of the Company in this regard.
The details pertaining to remuneration as required under 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 annexed as Annexure-2 and form part of this Report.
The Company has formulated a Nomination and Remuneration Policy in accordance with the provisions of Section 178 of the Companies Act, 2013. The policy is administered by the Nomination and Remuneration Committee of the Company.
The Nomination and Remuneration Committee has laid down the criteria for determining qualifications, positive attributes, independence of directors and other relevant matters required for appointment of Directors, Key Managerial Personnel and Senior Management Personnel of the Company.
The Company affirms that the remuneration paid to the Directors during the financial year was in accordance with the terms and conditions specified in the Nomination and Remuneration Policy of the Company.
The provisions relating to Corporate Social Responsibility (CSR) under Section 135 of the Companies Act, 2013 are applicable to the Company, and accordingly, the Company has constituted a Corporate Social Responsibility Committee.
The CSR Committee has formulated and recommended a Corporate Social Responsibility Policy to the Board of Directors, which has been duly approved by the Board.
The details relating to the composition of the CSR Committee, CSR Policy, CSR activities undertaken during the financial year, amount spent, and other disclosures as required under Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 are provided in the CSR Report annexed as Annexure-5 to this Report.
The employees of the Company are among its most valuable assets and play a significant role in achieving the Companys objectives. The Company continues to focus on developing and maintaining progressive human resource practices aimed at attracting, motivating, developing and retaining talented professionals.
The Company maintains a healthy and positive work environment and undertakes various initiatives to enhance employee engagement, skill development and retention of quality talent. The attrition level of the Company remained insignificant during the year under review.
Pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism in the form of a Whistle Blower Policy.
The Vigil Mechanism provides a framework for Directors and employees of the Company to report genuine concerns, unethical practices, irregularities, frauds or instances of mismanagement, if any, in a confidential manner.
The Whistle Blower Policy also provides adequate safeguards against victimisation of persons who use the Vigil Mechanism and ensures direct access to the Chairperson of the Audit Committee, wherever required.
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities of the Company by Directors, Designated Persons and other connected persons, in accordance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.
The Code lays down procedures and practices to be followed for dealing in securities of the Company, including the requirement of obtaining pre-clearance of trades by Designated Persons, where applicable, and prohibits trading in the securities of the Company while in possession of Unpublished Price Sensitive Information (UPSI) and during the period when the Trading Window is closed.
The Company has also formulated procedures for maintaining confidentiality of UPSI and ensuring compliance with the applicable provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015.
The Board of Directors is responsible for overseeing the implementation of the Code.
The Board of Directors places on record its sincere appreciation and gratitude to the Companys bankers, business associates, consultants, customers, suppliers and various Government Authorities for their continued support, co-operation and guidance extended to the Company during the year under review.
The Directors also acknowledge and appreciate the valuable contribution, dedication and commitment of the employees at all levels, whose efforts have contributed significantly towards the growth and performance of the Company.
The Board further expresses its sincere gratitude to the shareholders for their continued support, trust and confidence reposed in the Company.
| BY AN ORDER OF BOARD OF DIRECTOR |
| FOR UPSURGE SEEDS OF AGRICULTURE LIMITED |
| Date: 08.09.2026 |
| Place: Kuvadva |
| ARVINDKUMAR JADAVJIBHAI KAKADIA | VIKEN JENTILAL KAKADIYA |
| MANAGING DIRECTOR | DIRECTOR |
| DIN: - 06893183 | DIN: 07822734 |
The percentage increase in Remuneration of each Director, Chief Financial Officer, Chief Executive Officer and Company Secretary in the financial year 2025-26 and ratio of remuneration of each key managerial personnel (KMP) against the performance are as under:
| Sr. No. | Name of Director/KMP | Designation | Remuneration of Director/KMP for the financial year 2025-26 (In Rs.) | Percentage Increase in Remuneration for the Financial Year 2024-25 | Ratio of Remuneration of each Director to the Median Remuneration of Employees |
| 1. | Mr. Arvind kumar Kakadia | Managing Director | 36,00,000/- | 100 | 9.02:1 |
| 2. | Mrs. Sonal A Kakadiya | Whole Time Director /CFO | 4,80,000/- | Nil | 2.40:1 |
| 3. | Mr. Viken J Kakadiya | Whole Time Director | 2,40,000/- | Nil | 1.20:1 |
| 4. | Mrs. Tanishka Dhamejani | Company Secretary | 80,000/- | Nil | 0.90:1 |
| 5. | Mrs. Smita Anand Mishra | Company Secretary | 1,50,000/- | Nil |
The number of employees on the rolls of Company: 19 Employees
The percentage increase in the median remuneration of employees in the financial year: NIL%
Average percentile increases in salaries of Employees other than Managerial personnel in the last financial year and its comparison with the percentile increase in the Managerial Remuneration and justification thereof and any exceptional circumstances for increase in thereof and any exceptional circumstances for increase in the Managerial Remuneration (if any):
There was no significant increase in the remuneration of Employees.
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:
Not applicable. There is no non managerial employee who are getting paid more than the highest paid Director during the current financial year.
Affirmation that remuneration is as per remuneration Policy of the company:
It is affirmed that remuneration is as per remuneration policy of the company.
| BY AN ORDER OF BOARD OF DIRECTOR |
| FOR UPSURGE SEEDS OF AGRICULTURE LIMITED |
| Date: 08.09.2026 |
| Place: Kuvadva |
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
All related party transactions that were entered into during the financial year were on arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the SEBI Listing Regulations.
(1) Details of contracts or arrangements or transactions not at arms length basis: Nil
(2) Details of material contracts or arrangement or transactions at arms length basis:
| Name(s) of the related Party & Nature of Relationship | Duration of the Contracts/arrangements/transactions | Silent terms of the contracts or arrangements or transactions including the value, if any. | Date(s) of the approval by the board/Member, if any. | Amount paid as advances, if any. |
| Bombay Super Hybrid Seeds Limited - Sister Concern | No Contract Made | Sales \u2013 Rs. 2,05,49,440.00, Purchase - Rs. 9,80,12,493.00, Interest Expense - Rs. 20,26,325.00, Repayment of Unsecured Loan - Rs. 8,80,48,634.00 | April 04, 2025 | - |
| Bombay Organic Cold Private Limited - Sister Concern | No Contract Made | Purchase of Service (Cold Storage Rent) \u2013 Rs. 3,31,470.00, Purchase of Seeds Rs. 1,02,55,174.00 | April 04, 2025 | - |
| Hari Om Super Shop - Sister Concern | No Contract Made | Unsecured Loan Repayment - Rs. 6,85,50,000.00, Unsecured Loan Taken Rs. - 6,85,50,000.00 | April 04, 2025 | - |
| American Genetics Seeds Limited - Sister Concern | No Contract Made | Sales Rs. 44,21,500.00 | April 04, 2025 | - |
| Bombay Super Publication - Sister Concern | No Contract Made | Purchase of Service (Advertisement Service) Rs. 2,67,750.00 | April 04, 2025 | - |
| Bombay Cold - Sister Concern | No Contract Made | Purchase of Service (Cold Storage Rent) Rs. 57,45,000.00 | April 04, 2025 | - |
| C K Industries - Sister Concern | No Contract Made | Sales Seeds Rs. 5,66,82,838.00, Unsecured Loan Taken Rs. 2,00,00,000.00, Unsecured Loan Repayment Rs. 2,00,00,000.00 | April 04, 2025 | - |
| Tanishka Anilbhai Dhamejani - Company Secretary | No Contract Made | Salary Rs. 80,000.00 | ||
| Smita Anand Mishra - Company Secretary | No Contract Made | Salary Rs. 1,50,000.00 |
| Date: 08.09.2026 |
| Place: Kuvadva |
| ARVINDKUMAR JADAVJIBHAI KAKADIA | VIKEN JENTILAL KAKADIYA |
| MANAGING DIRECTOR | DIRECTOR |
| DIN: - 06893183 | DIN: 07822734 |
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IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, PMS SEBI Regn. No: INP000002213, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
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