Directors Report of Harshil Agrotech Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 52^nd Annual Report together with Audited Balance Sheet and Profit
& Loss Account for the year ended on 31^st March, 2025. The highlights of the financial results are as under:

FINANCIAL RESULTS:

The Companyâs financial performance for the year under review, along with the previous yearâs figures, are
summarized hereunder:

Particulars	Current Year 2024-25	Previous Year 2023-24
Revenue From Operations	63,53,26,564.00	12,92,67,526.76
Other Operating Revenue Income	15,58,468.00	9,76,326.00
Total Revenue	63,68,85,032.00	1,30,243,852.76
Less: Expenses excluding Finance cost and Depreciation	52,56,51,301.00	11,93,56,884.66
Profit / (Loss) before Interest, Tax and Depreciation	11,12,33,731.00	1,08,86,968.60
Less: Finance Cost	640.00	3,544.69
Profit/(Loss) Before Depreciation	11,12,33,091.00	1,08,83,423.91
Less: Depreciation and amortization	86,442.00	70,829.08
Profit /(Loss) Before Tax	11,11,46,649.00	1,08,12,594.83
Less: Current Tax	72,07,706.00	27,52,140.00
Less: Deferred Tax	(7,299.00)	33,590.00
Profit / (loss) after tax	10,39,46,242.00	80,26,864.83

STATE OF COMPANYâS AFFAIRS:

The company has Profit of Rs.10,39,46,242.00 /- in 2024-25 as compared to Rs.80,26,864.83/- profit during the
financial year 2023-24.

DIVIDEND:

Your Directors do not recommended any dividend during the year.

CHANGE OF REGISTERED OFFICE:

During the year under review, the Company has changed its registered office from S F 213, I Square Near Shukan
Mall, Science City Road, Sola, Daskroi, Ahmedabad, Gujarat, 380060 to S F 225, I Square Near Shukan Mall,
Science City Road, Sola, Ahmedabad, Gujarat, 380060.

THE AMOUNTS COMPANY PROPOSES TO CARRY TO ANY RESERVES:

The Board of the Company has decided not to carry any amount to Reserves but continued to be credited to surplus
profit and loss account.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY OCCURED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS
FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end
of the financial year till the date to this report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year under review, no Companies have become or ceased to be Companyâs subsidiaries, joint ventures
or associate companies. As the Company does not have any subsidiaries, associates or joint venture companies as
per the Companies Act, 2013 (âthe Actâ), no report on the performance of such companies is provided.

SHARE CAPITAL
Authorised Share Capital:

The Authorized share capital of the Company is Rs. 75,00,00,000/- (Rupee Seventy Five Crore only) divided into
74,90,00,000 (Seventy Four Crore Ninety Lakh only) Equity Shares of Re. 1/- (Rupees One Only) each and
10,000(Ten Thousand) Preference Shares of Rs.100/- (Rupees Hundred Only) each.

During the year, the Company has increased its Authorised capital from 11,00,00,000/- (Rupee Eleven Crore only)
divided into 1,10,00,000 equity share of Rs. 10/- (Rupee Ten Only) each to Rs. 75,00,00,000/- (Rupee Seventy Five
Crore only) divided into 74,90,00,000 (Seventy Four Crore Ninety Lakh only) Equity Shares of Re. 1/- (Rupees
One Only) each and 10,000(Ten Thousand) Preference Shares of Rs.100/- (Rupees Hundred Only) each.

During the year Company has made sub-division of equity shares of the Company of the nominal value of equity
shares of the Company from the existing nominal value of Rs. 10 each to nominal value of Re. 1/- resulting in
issuance 10 (ten) Equity Shares of Rs. 1/- (one) each fully paid up, thereby keeping the paid up capital intact.

Issued, Subscribed and Paid-up Capital: The Issued, Subscribed and paid- up Capital of the Company is
^71,12,00,000/- divided into 71,12,00,000 equity shares of Re. 1/- each. During the year, the Company did not issue
any shares with differential rights or convertible securities. The Company does not have any scheme for the issue
of shares, including sweat equity, to its employees or directors. The Company does not have a scheme for purchasing
its shares by employees or trustees for the benefit of employees.

The Company has allotted 4,00,00,000/- (Rupees Thirty-Three Crore only) equity shares of Rs. 10 each pursuant to
conversion of warrants on September 24, 2024.

Further, The Company has allotted 20,32,00,000 equity shares of Re.1/- each pursuant to right issue on March 24,
2025.

CORPORATE SOCIAL RESPONSIBILITY:

The Company has met the criteria of Section 135 of the Companies act, 2013 from the financial year ending on
March 31, 2025. Hence, the company will comply with the provision of Section 135 of the Companies act, 2013
read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 from this financial year.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Board of Directors of your Company has an optimum combination of Executive, Non-Executive and
Independent Directors. As on the date of this report, the Board comprises of 4(Four) Directors, out of which 1 is
Executive Directors and 3 are Non-Executive Independent Directors that includes one Woman Director. The
Chairman of the Board is a executive Director.

The Board of Directors duly met 15 (Fifteen) times during the year. The Composition and attendance of each
Director at the Board and Annual General Meeting of each Director is mentioned in corporate governance report
which forms part of this report.

a) Change in the Board during the year:

â¢ Mr. Apurvkumar Pankajbhai Patel(DIN: 09551283) has resigned from the post of Non-executive
Director of the Company w.e.f. October 08, 2024.

â¢ Mr. Dhruvlkumar Patel (DIN: 10439439) has resigned from the post of the independent director of the
Company w.e.f. October 19, 2024.

â¢ Mr. Jaydeep Bakul Shah (DIN: 09535615) has resigned from the post of the independent director of the
Company w.e.f. October 19, 2024.

â¢ Mr. Naveen Sharma (DIN: 10659785) has been appointed as an Additional Director of the Company for
the Category of Non-Executive Independent Director w.e.f. October 19,2024.

â¢ Mrs. Saloni Mehra (DIN: 10062907) as has been an Additional Director of the Company for the
Category of Non-Executive Independent Director w.e.f. October 19, 2024.

b) Retirement by rotation:

Mr. Pankajkumar Patel (DIN:09054613) who retires by rotation at this Annual General Meeting and being
eligible, has offered himself for reappointment. The Board of Directors on recommendation of the
Nomination and remuneration Committee has recommended his reappointment.

c) Declaration of Independence:

Mrs. Saloni Mehra, Mr. Naveen Sharma and Mrs. Jayaben Hirenbhai Patel are Independent Directors of
your Company during the financial year ended on March 31, 2025. Your Company has received
declarations from all the Independent Directors confirming that they meet the criteria of independence as
prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there
under as well as Regulation 16(1)(b) of Listing Regulations (including any Statutory modification(s) or reÂ¬
enactments) for the time being in force.

The Board is of the opinion that all Independent Directors of your Company possess requisite qualifications,
experience, expertise and they hold highest standards of integrity. During the year under review, the nonÂ¬
executive directors of your Company had no pecuniary relationship or transactions with your Company,
other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending
meetings of the Board /Committee of your Company.

d) Performance Evaluation:

Pursuant to the Provisions of the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations, the
Board has carried out the annual performance evaluation of its own performance, performance of the
Chairman, the Committees and independent Directors without Participation of the relevant Director. The
Nomination and Remuneration Committee of the Board continuously evaluates the performance of the
Board and provides feedback to the Chairman of the Board. The independent directors had a separate
meeting on March 24, 2024 without the presence of any non-independent directors and management and
considered and evaluated the Boardâs performance, performance of the Chairman and other non
independent directors and shared their views with the Chairman. The Board had also separately evaluated
the performance of the Committees and independent directors without participation of the relevant director.
None of your Companyâs directors is disqualified from being appointed as directors, as specified in Section

164(1) and Section 164(2) and Rule 14(1) of Companies (Appointment and Qualification of Directors)
Rules, 2014.

e) Key Managerial Personnel:

As on the date of this report, the following are the key Managerial Personnel of your company:

â¢ Pankajkumar Patel - Managing Director and Chief Financial Officer

â¢ Shilpa Bansal - Company Secretary*

* During the Year Mr. Sohitkumar Dineshchandra Mehta, Company Secretary and Compliance Officer of
the Company resigned with effect from September 18, 2024. Ms. Shilpa Bansal was appointed as Company
Secretary and Compliance Officer with effect from September 18, 2024.

f) Board Committees:

As required under the Companies Act, 2013 and SEBI Listing Regulations, 2015, your board has constituted
following Committees:

(1) Audit Committee

(2) Nomination and Remuneration Committee and

(3) Stakeholders Relationship Committee.

A detailed note on the composition of the Committees, role and responsibilities assigned to these
Committees etc. are mentioned in the Corporate Governance Report.

DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Act, with respect to Directorsâ responsibility
statement, it is hereby confirmed that:

1. in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with
proper explanation relating to material departures;

2. 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
as at 31^st March, 2025 and of the profit and loss of the Company for the said period;

3. the directors have taken proper and sufficient care of the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

4. the directors have prepared the Annual Accounts on a going concern basis;

5. the directors of the Company have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively;

6. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public and as such, no amount on account of principal or
interest on deposits from public was outstanding as on the date of the balance sheet.

CORPORATE GOVERNANCE:

Your Company has been complying with the principals of good Corporate Governance over the years and is
committed to the highest standards of compliance. Transparency is the cornerstone of our companyâs philosophy,
and your Company adheres to all corporate governance requirements in letter and spirit. All the Committees of the
Board of Directors meet regularly as required in terms of SEBI Listing Regulations. The Board of Directors has
taken the necessary steps to ensure compliance with statutory requirements. The Company''s Directors, Key
Management Personnel, and Senior Management Personnel have complied with the approved âCode of Conduct for
Board of Directors and Senior Management Personnelâ. According to schedule V of the SEBI Listing Regulations,
a declaration to this effect, signed by the Managing Director and CEO of the Company, forms part of the Annual
Report. The Report on Corporate Governance, as required under Regulation 34(3), read along with Schedule V of
the SEBI Listing Regulations, is given in âAnnexure Aâ. The Auditorsâ Certificate on compliance with corporate
governance norms is also attached to this Report. Furthermore, as required under regulation 17(8) of the SEBI
Listing Regulations, a certificate from the Managing Director & CEO and Director Finance & CFO is annexed to
this Report.

AUDITOR

The matters related to Auditors and their Reports are as under:

a) Statutory Auditors:

The Board of Director has recommended to the shareholder of the Company for their approval in Annual General
Meeting to appointment of M/s. MARKS & CO. (FRN:139476W), Chartered Accountants, Ahmedabad, as the
Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. S K Bhavsar & Co.,
Chartered Accountants (Firm Registration No.0145880W) for a period of 5 consecutive years commencing from
the conclusion of this Annual General Meeting till the conclusion of the Annual General Meeting to be held for the
financial year March 31, 2030 on such remuneration and out-of-pocket expenses, as may be fixed by the
Management of the Company, in consultation with them.

The Auditors have confirmed that they are not disqualified from continuing as Auditors of your Company and they
hold a valid certificate issued by the ICAI.

During the financial year 2024-25, no frauds have either occurred or noticed and/or reported by the Statutory
Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules,
2014 (as amended from time to time).

Audit Report of the Statutory Auditor

The Statutory Auditor has given favorable Report for the Financial year ended as on 31.03.2025. There is no any
qualification mark in the Audit Report.

b) Secretarial Auditors:

Pursuant to the Provisions of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, your Company engaged the services of Mittal V Kothari &
Associates, Practicing Company Secretaries, Ahmedabad to conduct the Secretarial Audit of your Company for the
financial year ended March 31, 2025. The Secretarial Audit Report for the financial year ended March 31, 2025 in
Form No. MR - 3 is attached as âAnnexure Bâ to this report. The said report contains certain observation and
qualification which are mentioned here in under.

The said report contains observation or qualification which is mentioned as below:

OBSERVATION	EXPLANATION
Company has failed to file newspaper publication for financial results for the quarter ended March 2024, June 2024 and September 2024.	The management has clarified that such nonÂ¬ disclosure was unintentional, inadvertent in nature with no malafide intention and the company has assured that the same error will not be repeated in future instances.
Company has failed to file large disclosure entity for the financial year 2024-25.	The management has clarified that the Company does not fall under the purview of Large Corporate entity. However, the non-disclosure of Non-applicability of Large Corporate entity was unintentional, inadvertent in nature with no malafide intention.
Company has failed to file newspaper disclosure for Annual General Meeting and Extra-ordinary General Meeting held during the financial year 2024-25.	The management has clarified that such nonÂ¬ disclosure was unintentional, inadvertent in nature with no malafide intention and the company has assured that the same error will not be repeated in future instances.
Company has filed few MCA forms delayed.	The management has clarified that such delayed compliance was unintentional with no malafide intention and the Company assures that the same error will not be repeated in future instances.

c) Cost auditor:

As the cost audit is not applicable to your Company, therefore your Company has not appointed the Cost Auditor
pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit)
Amendment Rules, 2014. Further, maintenance of cost records as specified by the Central Government under subÂ¬
section (1) of section 148 of the Companies Act, 2013, is not required by your Company and accordingly such
accounts and records are not made and maintained.

d) Internal Auditor

The Board of Directors has on the recommendation of Audit Committee, and pursuant to the provision of Section
138 of the Companies Act 2013, has appointed an Internal Auditor of your Company.

ANNUAL RETURN:

The Annual Return of the Company for FY 24-25 in Form MGT-7 in accordance with Section 92(3) of the
Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, will be
available on the website of the Company at www.harshilagrotech.com within 60 days after the Conclusion of 52^ndAnnual General Meeting.

DEMATERIALIZATION OF SHARES:

As on March 31, 2025, there were 70,92,69,150 Equity Shares dematerialized through depositories viz. National
Securities Depository Limited and Central Depository Services (India) Limited, which represents about 99.73% of
the total issued, subscribed and paid-up capital of your Company.

ISIN: INE098E01026

MANAGEMENTâS DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34(2)(e) read with Paragraph B of Schedule V of Securities and Exchange Board of India
(Listing Obligations and Disclosures Requirements) Regulations, 2015, the detailed Managementâs Discussion and
Analysis Report is given as an Annexure âCâ to this report.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS MADE WITH RELATED PARTIES:

All Contracts/arrangements/transactions entered by the Company during the financial year with related parties were
in the ordinary course of business and on armâs length basis.

The details of related party transactions are annexed to this Board Report in Form AOC-2 and marked as âAnnexure
Dâ to this report.

POLICY ON DIRECTORSâ APPOINTEMENT AND REMUNERATION AND OTHER DETAILS:

The Nomination and Remuneration Committee of the Company formulates 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.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal financial controls that are commensurate with its size and nature of
business to safeguard and protect the Company from loss, unauthorized use or disposition of its assets.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act,
2013 during the year.

COMPLIANCE WITH THE CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND SENIOR
MANAGEMENT PERSONNEL:

All Directors and senior management personnel have affirmed compliance with the Code of Conduct for the Board
of Directors and Senior Management Personnel. A declaration to that effect is attached to the Corporate Governance
report.

EQUTIY SUSPENSE ACCOUNT:

In accordance with the requirement of Regulation 34 (3) and Schedule V Part F of SEBI Listing Regulations,
no equity shares of the company are in suspense account.

VIGIL MECHANISM:

Your Company is committed to highest standard of ethical, moral and legal business conduct. Accordingly, the
Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section
177(10) of the Act. The policy provides a framework and process whereby concerns can be raised by its employees
against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against
them.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING
AND OUTGO:

Presently, your Company has been carrying the business activities whose nature does not require to take steps for
the conservation of energy. Additionally, the Company will introduce and implement several technological
upgradations, with an objective to obtain improved quality of output at a reduced cost in upcoming times, if it
requires. Further, there was neither Foreign Exchange Earning nor Foreign Exchange outgoing during the year
under review.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:

Your Company has substantially and materially complied with applicable Secretarial Standards issued by the
Institute of Company Secretaries of India, as amended from time to time.

REMUNERATION POLICY

Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee
and approved by Board in Board meeting, subject to the subsequent approval of the shareholders at the General
Meeting and such other authorities, as may be required.

Remuneration to Non-Executive Directors:

The Non-Executive Directors are paid remuneration by way of sitting fees and commission.

PARTICULARS OF EMPLOYEES:

Your Company has no employees, who draws the remunerations in excess of limits specified in Rule 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure pertaining to
the remuneration and other details as required under Section 197(12) of the Act and the Rules framed thereunder is
enclosed as âAnnexure Eâ to this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS
OPERATIONS IN FUTURE:

No significant and material orders were passed by any Regulators or Courts or Tribunals impacting the going
concern status and Companyâs operations in future during the year under review.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and
has set up Committee for implementation of said policy. During the year Company has not received
any complaint of harassment.

PREVENTION OF SEXUAL HARASSMENT

The Companyâs 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 (âPoSH Actâ). 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. OR The following is a summary of complaints
received and resolved during the reporting period:

Sr. No.	Nature of Complaints	Received	Disposed off	Pending
1.	Sexual Harassment	NIL	NA	NA
2.	Workplace Discrimination	NIL	NA	NA
3.	Child Labour	NIL	NA	NA
4.	Forced Labour	NIL	NA	NA
5.	Wages and Salary	NIL	NA	NA
6.	Other HR Issues	NIL	NA	NA

DEATAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS
AS AT THE END OF THE FINANCIAL YEAR:

There was no application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016
during the year under review.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from
the financial institutions, banks, Government authorities, customers, vendors and members during the year under
review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by
Companyâs executives, staff, workers and valued shareholders.

For and on behalf of the Board of Director of
HARSHIL AGROTECH LIMITED

Sd/-

PANKAJKUMR PATEL
DIN: 09054613

Managing Director and Chairperson

Date: 05/09/2025
P l a c e : A h m e d a b a d

Mar 31, 2025

FINANCIAL RESULTS:

The Companyâs financial performance for the year under review, along with the previous yearâs figures, are
summarized hereunder:

Particulars	Current Year 2024-25	Previous Year 2023-24
Revenue From Operations	63,53,26,564.00	12,92,67,526.76
Other Operating Revenue Income	15,58,468.00	9,76,326.00
Total Revenue	63,68,85,032.00	1,30,243,852.76
Less: Expenses excluding Finance cost and Depreciation	52,56,51,301.00	11,93,56,884.66
Profit / (Loss) before Interest, Tax and Depreciation	11,12,33,731.00	1,08,86,968.60
Less: Finance Cost	640.00	3,544.69
Profit/(Loss) Before Depreciation	11,12,33,091.00	1,08,83,423.91
Less: Depreciation and amortization	86,442.00	70,829.08
Profit /(Loss) Before Tax	11,11,46,649.00	1,08,12,594.83
Less: Current Tax	72,07,706.00	27,52,140.00
Less: Deferred Tax	(7,299.00)	33,590.00
Profit / (loss) after tax	10,39,46,242.00	80,26,864.83

STATE OF COMPANYâS AFFAIRS:

The company has Profit of Rs.10,39,46,242.00 /- in 2024-25 as compared to Rs.80,26,864.83/- profit during the
financial year 2023-24.

DIVIDEND:

Your Directors do not recommended any dividend during the year.

CHANGE OF REGISTERED OFFICE:

THE AMOUNTS COMPANY PROPOSES TO CARRY TO ANY RESERVES:

The Board of the Company has decided not to carry any amount to Reserves but continued to be credited to surplus
profit and loss account.

No material changes and commitments affecting the financial position of the Company occurred between the end
of the financial year till the date to this report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

SHARE CAPITAL
Authorised Share Capital:

The Company has allotted 4,00,00,000/- (Rupees Thirty-Three Crore only) equity shares of Rs. 10 each pursuant to
conversion of warrants on September 24, 2024.

Further, The Company has allotted 20,32,00,000 equity shares of Re.1/- each pursuant to right issue on March 24,
2025.

CORPORATE SOCIAL RESPONSIBILITY:

DIRECTORS & KEY MANAGERIAL PERSONNEL:

a) Change in the Board during the year:

â¢ Mr. Apurvkumar Pankajbhai Patel(DIN: 09551283) has resigned from the post of Non-executive
Director of the Company w.e.f. October 08, 2024.

â¢ Mr. Dhruvlkumar Patel (DIN: 10439439) has resigned from the post of the independent director of the
Company w.e.f. October 19, 2024.

â¢ Mr. Jaydeep Bakul Shah (DIN: 09535615) has resigned from the post of the independent director of the
Company w.e.f. October 19, 2024.

â¢ Mr. Naveen Sharma (DIN: 10659785) has been appointed as an Additional Director of the Company for
the Category of Non-Executive Independent Director w.e.f. October 19,2024.

â¢ Mrs. Saloni Mehra (DIN: 10062907) as has been an Additional Director of the Company for the
Category of Non-Executive Independent Director w.e.f. October 19, 2024.

b) Retirement by rotation:

c) Declaration of Independence:

d) Performance Evaluation:

164(1) and Section 164(2) and Rule 14(1) of Companies (Appointment and Qualification of Directors)
Rules, 2014.

e) Key Managerial Personnel:

As on the date of this report, the following are the key Managerial Personnel of your company:

â¢ Pankajkumar Patel - Managing Director and Chief Financial Officer

â¢ Shilpa Bansal - Company Secretary*

f) Board Committees:

As required under the Companies Act, 2013 and SEBI Listing Regulations, 2015, your board has constituted
following Committees:

(1) Audit Committee

(2) Nomination and Remuneration Committee and

(3) Stakeholders Relationship Committee.

A detailed note on the composition of the Committees, role and responsibilities assigned to these
Committees etc. are mentioned in the Corporate Governance Report.

DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Act, with respect to Directorsâ responsibility
statement, it is hereby confirmed that:

1. in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with
proper explanation relating to material departures;

4. the directors have prepared the Annual Accounts on a going concern basis;

5. the directors of the Company have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively;

6. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public and as such, no amount on account of principal or
interest on deposits from public was outstanding as on the date of the balance sheet.

CORPORATE GOVERNANCE:

AUDITOR

The matters related to Auditors and their Reports are as under:

a) Statutory Auditors:

The Auditors have confirmed that they are not disqualified from continuing as Auditors of your Company and they
hold a valid certificate issued by the ICAI.

Audit Report of the Statutory Auditor

The Statutory Auditor has given favorable Report for the Financial year ended as on 31.03.2025. There is no any
qualification mark in the Audit Report.

b) Secretarial Auditors:

The said report contains observation or qualification which is mentioned as below:

OBSERVATION	EXPLANATION
Company has failed to file newspaper publication for financial results for the quarter ended March 2024, June 2024 and September 2024.	The management has clarified that such nonÂ¬ disclosure was unintentional, inadvertent in nature with no malafide intention and the company has assured that the same error will not be repeated in future instances.
Company has failed to file large disclosure entity for the financial year 2024-25.	The management has clarified that the Company does not fall under the purview of Large Corporate entity. However, the non-disclosure of Non-applicability of Large Corporate entity was unintentional, inadvertent in nature with no malafide intention.
Company has failed to file newspaper disclosure for Annual General Meeting and Extra-ordinary General Meeting held during the financial year 2024-25.	The management has clarified that such nonÂ¬ disclosure was unintentional, inadvertent in nature with no malafide intention and the company has assured that the same error will not be repeated in future instances.
Company has filed few MCA forms delayed.	The management has clarified that such delayed compliance was unintentional with no malafide intention and the Company assures that the same error will not be repeated in future instances.

c) Cost auditor:

d) Internal Auditor

The Board of Directors has on the recommendation of Audit Committee, and pursuant to the provision of Section
138 of the Companies Act 2013, has appointed an Internal Auditor of your Company.

ANNUAL RETURN:

DEMATERIALIZATION OF SHARES:

ISIN: INE098E01026

MANAGEMENTâS DISCUSSION AND ANALYSIS:

PARTICULARS OF CONTRACTS AND ARRANGEMENTS MADE WITH RELATED PARTIES:

All Contracts/arrangements/transactions entered by the Company during the financial year with related parties were
in the ordinary course of business and on armâs length basis.

The details of related party transactions are annexed to this Board Report in Form AOC-2 and marked as âAnnexure
Dâ to this report.

POLICY ON DIRECTORSâ APPOINTEMENT AND REMUNERATION AND OTHER DETAILS:

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act,
2013 during the year.

COMPLIANCE WITH THE CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND SENIOR
MANAGEMENT PERSONNEL:

EQUTIY SUSPENSE ACCOUNT:

In accordance with the requirement of Regulation 34 (3) and Schedule V Part F of SEBI Listing Regulations,
no equity shares of the company are in suspense account.

VIGIL MECHANISM:

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING
AND OUTGO:

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:

Your Company has substantially and materially complied with applicable Secretarial Standards issued by the
Institute of Company Secretaries of India, as amended from time to time.

REMUNERATION POLICY

Remuneration to Executive Directors:

Remuneration to Non-Executive Directors:

The Non-Executive Directors are paid remuneration by way of sitting fees and commission.

PARTICULARS OF EMPLOYEES:

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS
OPERATIONS IN FUTURE:

No significant and material orders were passed by any Regulators or Courts or Tribunals impacting the going
concern status and Companyâs operations in future during the year under review.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

PREVENTION OF SEXUAL HARASSMENT

Sr. No.	Nature of Complaints	Received	Disposed off	Pending
1.	Sexual Harassment	NIL	NA	NA
2.	Workplace Discrimination	NIL	NA	NA
3.	Child Labour	NIL	NA	NA
4.	Forced Labour	NIL	NA	NA
5.	Wages and Salary	NIL	NA	NA
6.	Other HR Issues	NIL	NA	NA

DEATAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS
AS AT THE END OF THE FINANCIAL YEAR:

There was no application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016
during the year under review.

ACKNOWLEDGEMENT:

For and on behalf of the Board of Director of
HARSHIL AGROTECH LIMITED

Sd/-

PANKAJKUMR PATEL
DIN: 09054613

Managing Director and Chairperson

Date: 05/09/2025
P l a c e : A h m e d a b a d

Mar 31, 2024

Your Directors have pleasure in presenting the 51^st Annual Report together with Audited Balance Sheet and Profit & Loss Account for the year ended on 31^st March, 2024. The highlights of the financial results are as under:

FINANCIAL RESULTS:

The Company''s financial performances for the year under review, along with the previous year''s figures, are summarized hereunder:

(Amt in Rs.)
Particulars	Current Year 2023-24	Previous Year 2022-23
Revenue From Operations	12,92,67,526.76	3,83,95,823.75
Other Operating Revenue Income	9,76,326	5,389.07
Total Revenue	1,30,243,852.76	3,84,01,212.82
Less: Expenses excluding Finance cost and Depreciation	11,93,56,884.66	3,15,37,854.35
Profit / (Loss) before Interest, Tax and Depreciation	1,08,86,968.60	68,63,358.47
Less: Finance Cost	3,544.69	1,416.00
Profit/(Loss) Before Depreciation	1,08,83,423.91	68,61,942.47
Less: Depreciation and amortization	70,829.08	23,885.00
Profit /(Loss) Before Tax	1,08,12,594.83	68,38,057.47
Less: Deferred Tax	27,52,140	18,902.00
Less: Current Tax	33,590	13,86,912.00
Profit / (loss) after tax	80,26,864.83	54,32,243.47

STATE OF COMPANY''S AFFAIRS:

The company has Profit of Rs. 80,26,864.83/- in 2023-24 as compared to Rs.54,32,243.47/- profit during the financial year 2022-23

DIVIDEND:

Your Directors do not recommended any dividend during the year.

THE AMOUNTS, COMPANY PROPOSES TO CARRY TO ANY RESERVES:

The Board of the Company has decided not to carry any amount to Reserves.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year till the date to this report

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year under review, no Companies have become or ceased to be Company''s subsidiaries, joint ventures or associate companies. As the Company does not have any subsidiaries, associates or joint venture companies as per the Companies Act, 2013 ("the Act"), no report on the performance of such companies is provided.

CORPORATE SOCIAL RESPONSIBILITY:

The Company does not meet the criteria of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

Mr.PANKAJKUMAR PATEL (DIN: 09054613) who retires by rotation at this Annual General Meeting and being eligible, has offered himself for reappointment. The Board of Directors on recommendation of the Nomination and remuneration Committee has recommended his reappointment.

During the Year Ms. Payal Shah (DIN: 02886525), Independent Director of the Company resigned with effect from 22^nd September,2023. Mr. SMIT PATEL (DIN: 10348890) was appointed as Additional Non-Executive Director with effect from 27^th October,2023

Mr. Jaydeep Bakul Shah (DIN: 09535615 ) was appointed as Additional Independent Director with effect from 9^th November,2023.

Mrs. JAYABEN HIRENBHAI PATEL(DIN: 10428008), Mr. DHRUVLKUMAR PATEL (DIN: 10439439) was appointed as Additional Independent Director with effect from 1^st January,2024.

Mr. SMIT PATEL(DIN: 10348890) has resigned as Non-executive Director with effect from 1st January,2024

Mr. Dhaval Nagar (PAN: AYHPN5106D) resigned as Company Secretary with effect from 13^thDecember,2023 and Mr. Sohitkumar Dineshchandra Mehta was appointed as Company Secretary with effect from 12^th March,2024

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from the Independent Directors of the Company confirming that they met the criteria of independence as prescribed under the Act.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Act, with respect to Directors'' responsibility statement, it is hereby confirmed that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) 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 as at 31^st March, 2023 and of the profit and loss of the Company for the said period;

(iii) the directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the directors have prepared the Annual Accounts on a going concern basis;

(v) the directors of the Company have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(vi) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

CORPORATE GOVERNANCE:

Your Company has complied with the requirements of corporate governance as prescribed under Schedule V of the SEBI (LODR) Regulations, 2015. A separate report on corporate governance forms the part of the annual report as Annexure-III. Certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance is presented under a separate section, which forms part of this Annual Report.

ANNUAL RETURN:

The Annual Return of the Company for FY 23-24 in Form MGT-7 in accordance with Section 92(3) of

the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, will be available on the website of the Company at www.mirchtechnologies.com within 60 days after the Conclusion of 51^st Annual General Meeting.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS MADE WITH RELATED PARTIES:

All Contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm''s length basis.

POLICY ON DIRECTORS'' APPOINTEMENT AND REMUNERATION AND OTHER DETAILS:

The Nomination and Remuneration Committee of the Company formulates 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.

STATUTORY AUDITORS:

M/s V S S B & Associates, Chartered Accountants have tendered their resignation as Statutory Auditors w.e.f. 3rd November, 2023 citing reasons that due to Due to pre-occupation of work they are unable to continue. This has resulted into a casual vacancy in the office of Statutory Auditors of the Company as envisaged by Section 139(8) of the Companies Act, 2013. Casual vacancy caused by the resignation of auditor shall be approved by the shareholders in General Meeting within three months from the date of recommendation of the Board of Directors of the Company.

The Board of Directors of the Company recommended the appointment of M/s S K Bhavsar & Co., Chartered Accountants (Firm Registration No. 0145880W) as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s V S S B & Associates on 29^thNovember,2023

Accordingly shareholders'' approval by way of ordinary resolution is sought . M/s S K Bhavsar & Co, Chartered Accountants (Firm Registration No. 0145880W), have conveyed their consent for being appointed as the Statutory Auditors of the Company along with a confirmation that, their appointment, if made by the members, would be within the limits prescribed under the Companies Act, 2013 and shall satisfy the criteria as provided under section 141 of the Companies Act, 2013

M/s S K Bhavsar & Co appointed as Statutory Auditor of the company to conduct the audit for the period ended as on 31st March 2024, and was eligible to hold the office as Statutory Auditor from the conclusion of the Extra-Ordinary General Meeting till the conclusion of ensuing Annual General Meeting.

In this AGM, it is proposed to appoint M/s S K Bhavsar & Co from the conclusion of Annual General Meeting for a period of five years (01-04-2024 to 31-03-2029).

SECRETARIAL AUDITORS:

The Board has appointed M/s Dharti Patel & Associates, Company Secretaries, to conduct Secretarial Audit for the financial year ended March 31, 2024 and Secretarial Audit Report is annexed herewith marked as Annexure I to this Report.

Further, Director Non- Disqualification certificate as per the requirement of regulation 34 (3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as Annexure-II.

EXPLANATION OR COMMENTS BY THE BOARD ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS:

There were no qualifications, reservations or adverse remarks made by the Auditors in their report or by the Practising Company Secretary in their respective reports.

There are no frauds reported by the auditors under sub-section (12) of Section 143 of the Companies Act, 2013.

MANAGEMENT''S DISCUSSION AND ANALYSIS:

The Management''s Discussion and Analysis are annexed and forms an integral part of this report. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal financial controls that are commensurate with its size and nature of business to safeguard and protect the Company from loss, unauthorized use or disposition of its assets.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year.

EQUTIY SUSPENSE ACCOUNT:

In accordance with the requirement of Regulation 34 (3) and Schedule V Part F of SEBI Listing Regulations, no equity shares of the company are in suspense account.

VIGIL MECHANISM:

Your Company is committed to highest standard of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Act. The policy provides a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO:

Presently, your Company has been carrying the business activities whose nature does not require to take steps for the conservation of energy. Additionally, the Company will introduce and implement several technological upgradations, with an objective to obtain improved quality of output at a reduced cost in upcoming times, if it requires. Further, there was neither Foreign Exchange Earning nor Foreign Exchange outgoing during the year under review

BOARD AND COMMITTEE MEETINGS:A. BOARD MEETINGS

Thirteen Board Meetings were held during the year.

Attendance of Directors in Board and Annual General meeting is summarized below.

Director	No. of Board Meetings held	No. of Board Meetings attended	Attended last AGM
Payal Ronak Shah	13	5	Yes
Pankajkumar Patel	13	13	Yes
Apurvkumar Pankajbhai Patel	13	13	Yes
Yash Ghanshyambhai Savdhariya	13	11	Yes
Mr. Smit Patel	13	5	No
Mr. Jaydeep Bakul Shah	13	5	No
Mrs. Jayaben Hirenbhai Patel	13	2	No
Mr. Dhruvlkumar Patel	13	2	No

There were Thirteen board meetings held during the financial year i.e. on 12-05-2023, 27-07-2023, 01-08-2023, 11-09-2023, 22-09-2023, 27-10-2023, 03-11-2023, 09-11-2023, 29-11-2023, 13-12-2023, 0101-2024, 12-01-2024 ,12-03-2024.

B. COMMITTEE MEETINGSi. AUDIT COMMITTEE

The company''s Audit Committee is comprising of three Directors. The board has accepted all the recommendation of the Audit Committee.

There were Five Audit Committee meetings held during the financial year i.e. on 12^thMay,2023,1^st August,2023,3^rd November,2023,29^th November,2023,12^th January,2024

ii. NOMINATION AND REMUNERATION COMMITTEE

There were Six Nomination and Remuneration Committee meetings held during the financial year i.e., on 22nd September,2023, 27^th October,2023, 9^th November,2023,13^th December,2023,1^st

January,2024,12^th March,2024

a. TERMS OF REFERENCE

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 Director''s performance.

b. REMUNERATION POLICY

Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other authorities, as may be required.

Remuneration to Non-Executive Directors:

The Non-Executive Directors are paid remuneration by way of sitting fees and commission.

iii. STAKEHOLDERS RELATIONSHIP COMMITTEE

There were two Stakeholders Relationship Committee meetings were held during the financial year i.e., on 27^th July,2023 and 22^nd September,2023.

ANTI SEXUAL HARASSMENT POLICY:

The Company has adopted a policy and constituted Internal Complaints Committee as required under the Sexual Harassment of Women at the Work Place (Prevention Prohibition & Redressal) Act, 2013. During the year under review no complaints were reported to the Committee.

PARTICULARS OF EMPLOYEES:

There are no employees covered by provision contained in Rule 5(2) and Rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

No significant and material orders were passed by any Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future during the year under review.

ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual

performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of committees of the Board.

DEATAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There was no application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

MAINTENANCE OF COST RECORDS:

The Company is not required to maintain cost records as specified by the Central Government under sub- section (1) of Section 148 of the Companies Act, 2013.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by Company''s executives, staff, workers and valued shareholders.

Mar 31, 2014

Dear members,

The Directors Hereby Present The 41st Annual Report And Audited Statement Of Accounts For The Year Ended 31st March 2014,

FINANCIAL RESULTS 31.3.2014 31.3.2013 (Amount In (Amount in Rs.) Rs.)

Income from Operations 3,57,920 41,609

Expenditure 23,86,580 30,78,852

Deprecation 8,11,647 2,593,206

Provision for Income Tax 82,78,336

Deferred Tax Liabilities 525,170 (1,19,50,694)

Profit/(Loss) from (2,95,74,293) continuing operation (3,440,843)

OPERATION

The Company is not having its own fabrication workshop.

Directors tries to get orders but to execute the same from outside workshop was not cost effective.

DIVIDEND

Your directors do not recommend any dividend during the year. DIRECTORS

Mr. Sadashiv Salian, the Director of the company retires by rotation ai the ensuing Annual General Meeting and being eligible offer himself for re-appointment

PARTICULARS OF EMPLOYEES

As the company had no employee during the year drawing salary more than stipulated by section 217(2A), no information is annexed as to be provided as per the provisions of Section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of employees) Rule, 1975.

CONVERSION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

PARTICULARS REQUIRED TO BE FURNISHED BY THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:-

1) Part A and B pertaining to conservation and technology absorption are application to the company for the year under review.

2) Foreign exchange earnings and outgo: The company has neither used nor earned any foreign exchange during the period under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

As per the terms of Section 217(2AA) of the Companies Act, 1956, your Directors would like to assure the members that the financial statements for the year under review confirm in their entirety lo the requirements of the Companies Act, 1966.

The Directors confirm that:

a) The Annual Accounts have been prepared in conformity with the applicable Accounting Standards;

b) The Accounting Policies selected and applied on a consistent basis, give a true and fair view of the affair of the Company and of the loss for the finance year;

c) Sufficient care has been taken that adequate accounting records have been maintained for safeguarding the assets of the Company; and for prevention and detection of fraud and other irregularities;

d) The Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

The Company is not required to have Corporate Governance report during the year under review. The Company is however aware of the feet of applicability of Clause 49 of the Listing Agreement post 30th September, 2014.

SECRETARIAL COMPLIANCE REPORT

Pursuant to the provisions of Section 383A of the Companies Act, . 1956, read with the Compliance Certificate) Rule, 2001 a Secretarial Compliance Report from M/s. Arun Dash & Associates, Practicing Company Secretaries is attached herewith and forming part of this Directors'' Report.

AUDITORS

M/s. U. S. TANWAR & Co, Chartered Accountants, auditors of the company retire on the conclusion of the ensuing Annual General Meeting and are eligible for appointment. Members are requested to appoint them as Auditors of the company and fix their remuneration.

By Order of the Board of Directors For Mirch Technologies Limited

Sd/-

Place; Mumbai Shivkumar Ladha Dated: 04.09.2014 Chairman

Mar 31, 2012

To, The Member of M/S Mirch Technologies Limited

The Directors Hereby Present The 30th Annual Report And Audited Statement Of Accounts For The Year Ended 31st March 2012.

FINANCIAL RESULTS 31.3.2012 31.3.2011 (Amount in Rs.) (Amount in Rs.)

Income from Operations 7,93,689 11,70,451

Expenditure 23,83,796 15,21,637

Deprecation 85,917 1,606

Provision for Income Tax NIL NIL

Deferred Tax Liabilities 30,222

Net Profit after Tax 17,05,866 (3,52,792)

Balance b/f. (2,43,50,626) (2,39,97,834)

Total (2,60,56,492) (2,43,50,626)

OPERATION

The Company is not having its own fabrication workshop. Directors tries to get orders but to execute the same from outside workshop was not cost effective.

DIVIDEND

Your directors do not recommend any dividend during the year,

DIRECTORS

Re-appointment of Director by rotation - Shri S. K. Ladha, the Director of the company retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

Appointment of new Director- Post March 31, 2012, Shri Sadashiv Salian has been appointed as an Additional Director of the Company with effect from August 4, 2012. In terms of Section 260 of the Companies Act, 1956. Shri Sadashiv Salian holds office up to ensuing Annual General meeting of the company and being eligible officer himself for appointment as the Director of the Company.

Resignation of Director- Post March 31,2012, Shri An tar Sengupta, the Additional Director resigned from the Directorship of the Company with effect from August 4, 2012. The Board expresses its appreciation for the valuable services rendered and matured advice provided by Shri Antar Sengupta during his association with the company,

PARTICULARS OF EMPLOYEES

As the company had no employee during the year drawing salary more than stipulated by section 217(2A), no information is annexed as to be provided as per the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of employees) Rule, 1975.

CONVERSION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO. PARTICULARS REQUIRED TO BE FURNISHED BY THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988a

1) Part A and B pertaining to conservation and technology absorption are application to the company for the year under review.

2) Foreign exchange earnings and outgo; The company has neither used nor earned any foreign exchange during the period under review.

DIRECTORS' RESPONSILIBITY STATEMENT

As per the terms of Section 217(2AA) of the Companies Act, 1956, your Directors would like to assure the members that the financial statements for the year under review confirm in their entirety to the requirements of the Companies Act, 1956. The Directors confirm that:

a) The Annual Accounts have been prepared in conformity with the applicable Accounting Standards;

b) The Accounting Policies selected and applied on a consistent basis, give a true and fair view of the affairs of the Company and of the loss for the financial year;

c) Sufficient care has been taken that adequate accounting records have been maintained for safeguarding the assets of the Company; and for prevention and detection of fraud and other irregularities;

d) The Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNENCE

The Company is not required to have Corporate Governence report during the year under review.

SECRETARIAL COMPLIANCE REPORT

Pursuant to the provisions of Section 383A of the Companies Act; 1956, read with the Compliance Certificate) Rule, 2001 a Secretarial Compliance Report from a Practising Secretary is attached herewith and forming part of this Directors' Report.

AUDITORS

M/s. U. S. TAN WAR & Co.. Chartered Accountants, auditors of the company retire on the conclusion of the ensuing Annual General Meeting and are eligible for appointment. Members are requested to appoint them as Auditors of the company and fix their remuneration.

On Behalf of the Board of Director

S. K. Ladha

Place Mumbai Chairman

Dated: 29th August, 2012

Mar 31, 2011

The Directors present herewith Thirty Eighth Annual Report together with the Audited Accounts of the Company for the year ended 31sl March, 2011.

FINANCIAL RESULTS:

The working results of the Company for She year under review are as under:

Particulars

(Rs. In lacs) (Rs. In lacs)

2010-2011 2009-2010

Turnover/other income 11.70 25.65

Net Profit/(Loss) for the year (3.52) 5.45

OPERATION:

The Company is not having its own fabrication workshop. Directors tried to get orders but to execute the same from outside workshop was not cost effective.

DIVIDEND:

Your Directors have not recommended any dividend on equity shares for the year under review.

DIRECTORS:

Shri K. S. Ladha retires by rotation at the Annual Genera! Meeting and being eligible offers himself for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT:-

As required under Section 217 of the Companies Act, 1956, the Directors hereby confirm that:

(i) in the preparation of the accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or Loss of the Company for that period;

(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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability;

(iv) The Directors have prepared the annual accounts on a 'going concern' basis.

PARTICULARS OF EMPLOYEES:

The provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 are not applicable as no employee was in receipt of remuneration in excess of the limits set out under the said section.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: PARTICULARS REQUIRED TO BE FURNISHED BY THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:

(1) Pari: A and B pertaining to conservation and technology absorption are not applicable to the Company for the year under review.

(2) Foreign Exchange earnings and outgo: The Company has neither used nor earned any foreign exchange during the period under review.

CORPORATE GOVERNANCE:

The company is not required to have Corporate Governance report during the year under review. SECRETARIAL COMPLIANCE REPORT:

Pursuant to the provisions of section 383A of the Companies Act, 1956, read with the Companies (Compliance Certificate) Rule, 2001 a Secretarial Compliance Report from a practicing Company Secretary is attached herewith and forming part of this Directors' Report.

AUDITORS AND AUDITORS' REPORT:

M/s. K. R. Manik & Co. Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuring Annual General Meeting.

M/s. K. R. Manik & Co. Chartered Accountants have been recommended for the appointment of Statutory Auditors. The Company has received a letter from them to effect that their appointment if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

Notes referred to in the Auditors' report are self-explanatory. A

FOR AND ON BEHALF OF THE BOARD

S. K. LADHA

CHAIRMAN

Mumbai

Date: September 1, 2011

Mar 31, 2010

The Directors present herewith Thirty Seventh Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS:

The working results of the Company for the year under review are as under:

(Rs. In lacs) (Rs. In lacs)

Particulars 2009-2010 2008-2009

Turn over other income 25.65 12.31

Net Profit (Loss)for the year 5.45 6.76

OPERATION:

The Company is not having its own fabrication workshop. Directors tried to get orders but to execute the same from outside workshop was not cost effective.

DIVIDEND:

Your Directors have not recommended any dividend on equity shares for the year under review.

DIRECTORS:

Shri S. K Ladha retires by rotation at the Annual General Meeting and being eligible offers himself for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT:-

As required under Section 217 of the Companies Act. 1956, the Directors hereby confirm that:

(i) in the preparation of the accounts, the applicable accounting standards have been followed along with proper explanation relating to material! departures;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or I loss of the Company for that period;

(III) The Directors have taken proper and sufficient care for tire maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability;

(iv) The Directors have prepared the annual accounts on a 'going concern1 basis.

PARTICULARS OF EMPLOYEES:

The provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 are not applicable as no employee was in receipt of remuneration in excess of the limits set out under the said section.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: PARTICULARS REQUIRED TO BE FURNISHED BY THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:

(1) Part A and B pertaining to conservation and technology absorption are not applicable to the Company for the year under review.

(2) Foreign Exchange earnings and outgo: The Company has neither used nor earned any foreign exchange during the period under review.

CORPORATE GOVERNANCE:

The company is not required to have Corporate Governance report during the year under review.

SECRETARIAL COMPLIANCE REPORT:

Pursuant to the provisions of section 383A of the Companies Act, 1956, read with the Companies (Compliance Certificate) Rule, 2001 a Secretarial Compliance Report from a practicing Company Secretary is attached herewith and forming part of this Directors' Report.

AUDITORS AND AUDITORS' REPORT:

M/s. K. R. Manik & Co. Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuring Annual General Meeting.

M/s. K. R. Manik & Co. Chartered Accountants have been recommended for the appointment of Statutory Auditors. The Company has received a letter from them to effect that their appointment if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

Notes referred to in the Auditors' report are self-explanatory.

FOR AND OM BEHALF OF THE BOARD

S.K.LADHA

CHAIRMAN

Mumbai Date: September 1,2010

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