Directors Report of Spright Agro Ltd.

Mar 31, 2025

The Directorsâ present the 31^st Annual report on the business and operations of your Company for the year 2024-25.

FINANCIAL PERFORMANCE OF THE COMPANY:

Particulars	Year Ended 31.03.2025 (In Rs.)	Year Ended 31.03.2024 (In Rs.)
Revenue from Operations	1,64,87,31,694.00	72,47,04,424.00
Other Income	75,15,642.75	11,85,813.00
Total Revenue	1,65,62,47,336.75	72,58,90,237.00
Less: Total Expenditure (including Change in Inventories)	1,44,77,52,055.48	59,90,78,389.72
Profit Before T ax	20,84,95,281.27	12,68,11,847.28
Less: Tax expense/ Deferred tax liability	1,26,66,793.00	1,05,98,155.00
Profit after Tax	19,58,28,488.27	11,62,13,692.28
Earnings Per Share	0.18	0.78

For the year ended 31^st March, 2025, your Company has reported total revenue and net profit after taxation of Rs. 1,65,62,47,336.75/- and Rs. 19,58,28,488.27/- respectively. Last year total revenue and net profit was Rs. 72,58,90,237.00/- and Rs. 11,62,13,692.28/-.

NATURE OF BUSINESS:

There are no changes in nature of Business.

CHANGE IN NAME OF THE COMPANY

The Company has changed its name from âTINE AGRO LIMITEDâ to âSPRIGHT AGRO LIMITEDâ with effect from March 22, 2024.

CHANGE IN THE REGISTERED OFFICE OF THE COMPANY

There was no change in the registered office of the company during the financial year 2024-2025.

REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATESAND JOINT VENTURE COMPANIES:

The Company does not have Subsidiaries, Associate and Joint Venture Companies. Hence, details for the same are not required to mention here.

TRANSFER TO RESERVES:

The Company has not transferred any amount to reserves.

DIVIDEND:

In view of losses, your directors do not recommend any dividend during the year.

SHARE CAPITAL & AUTHORISED SHARE CAPITAL:

The paid-up Equity Share Capital as on March 31, 2025 was Rs. 50,22,69,160/- The Authorised Share Capital as on March 31, 2024 was Rs. 51,00,00,000/-.

Particulars	As at Marc	h 31, 2025	As at March 31, 2024
No. of shares at the beginning of the year	502269.16		5672.90
Add: Bonus issued during the year	535753.77		25113.46
Add: Issue of Shares during the year	33484.61		25000.00
Add: Split of Shares from Rs.10/- to 1/-	0		452042.24
Less: Reduction in Capital	0		(5559.44)
		1071507.54		502269.16

A) Issue of equity shares with differential rights:

During the year under review, the Company has not issued any shares with differential voting rights.

B) Issue of sweat equity shares

During the year under review, the Company has not issued any sweat equity shares.

C) Issue of employee stock options

During the year under review, the Company has not issued any sweat equity shares.

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.

FINANCE:

Company has not borrowed from any Bank or Financial Institution during the year under review. DEPOSITS:

The Company has not accepted or renewed any deposits during the year. There are no outstanding and overdue deposits as at 31^st March, 2025.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

EMPLOYEE RELATIONS:

Employee relations throughout the Company were harmonious. The Board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the Companyâs vision and strategy to deliver good performance.

RISK MANAGEMENT POLICY:

Risk management is embedded in your companyâs operating framework. Your company believes that managing risk helps in maximizing returns. The companyâs approach to addressing business risk is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee. Some of the risks that the company is exposed to are:

Commodity Price Risks:

The Company is exposed to the risk of price fluctuation of raw material as well as finished goods. The company proactively manages these risks through forward booking. Inventory management and proactive vendor development practices. The Companyâs reputation for quality, product differentiation and service, coupled with existence of powerful brand image with robust marketing network mitigation the impact the impact of price risk on finished goods.

Regulatory Risks

The company is exposed to risks attached to various statues and regulations including the company Act. The company is mitigating these risks through regular review of legal compliances carried out through internal as well as external compliance audits.

Human Resources Risks

Retaining the existing talent pool and attracting new talent are major risks. The company has initialed various measures including rolling out strategic talent management system, training and integration of learning and development activities.

Strategic Risks

Emerging businesses, capital expenditure for capacity expansion, etc., are normal strategic risk faced by the company. However, the company has well-defined processes and procedures for obtaining approvals for investments in new business and capacity expansion etc.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any.

DIRECTORS: Your Companyâs Board comprises of the following directors: -
Directors/Signatory Details
DIN/PAN	Name	Begin date	End date
08067509	AKSHAYKUMAR NATUBHAI PATEL	09/06/2022	_-
10528409	KRISHNA VIPINCHANDRA PATEL	01/03/2024	_-
03592385	ANKIT SINGHAL	14/06/2024	_-
10204543	KANWAR NITIN SINGH	14/06/2024	_-
10122918	AMIT BAJAJ	18/05/2024	_-
10204473	NAMRATA SHARMA	18/05/2024	_-

a) Changes in Directors and Key Managerial Personnel:

During the year following Changes made in the Directors and Key Managerial Personnel:

1. Ms. Pooja Manthan Patel has resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. April 12, 2024.

2. Mrs. Kanika Kumar has been appointed as Company Secretary and Compliance Officer w.e.f. April 29, 2024.

3. Appointment of Mr. Amit Bajaj (DIN: 10122918) as an Additional Director of the Company for the Category of Non-Executive Independent Director w.e.f. 18.05.2024.

4. Appointment of Mrs. Namrata Sharma (DIN: 10204473) as an Additional Director of the Company for the Category of Non-Executive Independent Director w.e.f. 18.05.2024.

5. Resignation of Mrs. Shivangi Gajjar (DIN: 07243790) as Non-Executive Independent Director of the Company w.e.f. 21.05.2024

6. Resignation of Mrs. Nilam Makwana (DIN: 09210336) as Non-Executive Independent Director

of the Company w.e.f. 21.05.2024

7. Appointment of Mr. Ankit Singhal (DIN: 03592385) as an Additional Director of the Company for the Category of Non-Executive Independent Director w.e.f. 14.06.2024

8. Appointment of Mr. Kanwar Nitin Singh (DIN: 10204543) as an Additional Director of the Company for the Category of Non-Executive Independent Director w.e.f. 14.06.2024

b) Declaration by an Independent Director(s) and reappointment, if any

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

c) Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

d) Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

e) Number of Meetings of the Board of Directors:

Regular meetings of the Board are held to discuss and decide on various business policies, strategies and other businesses. The schedule of the Board/Committee meetings to be held in the forthcoming financial year is being circulated to the Directors in advance to enable them to plan their schedule for effective participation in the meetings.

During the year the Company has held 16 (Sixteen) Board Meetings as against the minimum requirement of 04 meetings.

COMMITTEE OF BOARD-

AUDIT COMMITTEE

a) Brief description of terms of reference:

Terms of Reference of the Audit Committee are as per Section 177 of the Companies Act, 2013

and the guidelines set out in the listing agreements with the Stock Exchanges that inter-alia, include overseeing financial reporting processes, reviewing periodic financial results, financial statements and adequacy of internal control systems with the Management and adequacy of internal audit functions, discussions with the auditors about the scope of audit including the observations of the auditors and discussion with internal auditor on any significant findings.

b) Composition:

The Audit Committee has been constituted in conformity with the requirements of Section - 177 of the Companies Act, 2013. As on the end of Financial Year 2024-25, Audit Committee comprises of three Directors as under:

Sr. No.	Name of Member	Designation
1	Namrata Sharma	Chairperson
2	Amit Bajaj	Member
3	Krishna Vipinchandra Patel	Member

During the year under review, the 4 Audit Committee was held during Financial Year 2024-25.

Minutes of meetings of the Audit Committee are circulated to members of the Committee and the Board is kept apprised.

Members of the Audit Committee have requisite financial and management expertise. The Statutory Auditors, Internal Auditor and the Chief Financial Officer are invited to attend and participate at meetings of the Committee.

NOMTNATTON/REMUNERATTON COMMITTEE

The Nomination/Remuneration committee consists of the following three Directors:

Sr. No.	Name of Member	Designation
1	Amit Bajaj	Chairperson
2	Namrata Sharma	Member
3	Krishna Vipinchandra Patel	Member

The Nomination/Remuneration committee recommends to the Board the attributes and qualification for becoming a member of the Board. It also recommends the remuneration payable to the Directors, Key managerial personnel and other senior personnel and such other matters as are necessary under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, the 3(Three) Nomination and Remuneration Committee meetings was held during Financial Year 2024-25.

SHAREHOLDERS COMMITTEE:

The Board of Directors have constituted a âShare Transfer and Shareholders / Investor Grievance Committee and stakeholdersâ relationship committeeâ in line with the Listing Agreement, which is responsible for all matters concerning the share transfers, transmissions, issue of duplicate share certificates and attending to the grievance of the shareholders.

The present composition of the Committee is as under: Shareholderâs Committee consists of following Directors

Sr. No.	Name of Member	Designation
1	Krishna Vipinchandra Patel	Chairperson
2	Namrata Sharma	Member
3	Amit Baja)	Member

During the year under review, the 1(One) Stakeholders Committee meeting was held during Financial Year 2024-25.

The Company addresses all complaints, suggestions and grievances expeditiously and replies have been sent / issues resolved usually within 15 days except in case of dispute over facts or other legal constraints. During the year complaints were received from SEBI or shareholders were resolved satisfactory. No requests for share transfers are pending except those that are disputed or Sub-judice.

Evaluation

Committee has adopted a formal system of evaluating Board performance as a whole and the contribution of each individual director. An evaluation of Board performance is conducted annually to identify areas of improvement and as a form of good Board management practice. Each member of the Committee shall abstain from voting any resolutions in respect of the assessment of his performance or re-nomination as Director. The results of the evaluation exercise were considered by Committee which then makes recommendations to the Board aimed at helping the Board to discharge its duties more effectively.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation

of the working of its Audit, Nomination and Remuneration and Stakeholder Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boardâs functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

General Body Meeting:
Date	^Typ^e	Time	Venue
May 27, 2024	AGM	02.00 PM	Office No: B-263, Sakar-7, Nehru Bridge Corner, Ashram Road, Ahmedabad, Gujarat - 380006
Nov 11, 2024	EGM	11.30 AM	Office No. B-263, Sakar-7, Nehru Bridge Corner, Ashram Road, Ahmedabad, Gujarat - 380006

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

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Report and marked as âAnnexure - Aâ. No employee of the Company was in receipt of the remuneration exceeding the limits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DIRECTORSâ RESPONSIBILITY STATEMENT:

The Directorsâ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All related party transactions which were entered into during the financial year were in the ordinary course of business.

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

AUDITORS AND THEIR REPORT AND BOARD COMMENT ON IT: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.

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 Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has

appointed M/s Mittal V Kothari & Associates, Practicing Company Secretaries, Ahmedabad to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report for financial year 2024-25 issued by M/s. Mittal V Kothari & Associates, Practicing Company Secretaries, Ahmedabad has been attached with this Report.

Audit Report of the Secretarial Auditor

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s. Mittal V Kothari & Associates, Company Secretaries had been appointed to issue Secretarial Audit Report for the Period ended on March 31, 2025. Secretarial Audit Report issued by M/s. Mittal V Kothari & Associates, Company Secretaries for the year ended on March 31, 2025 in Form MR-3 attached and marked as Annexure âCâ for the period under review, forms part of this report. The said report contains observation or qualification which is mentioned as below:_

	Qualification	Explanation
	The Company has failed to make disclosure under Regulation 23(9) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 i.e. Disclosure of Related Party Transactions and the BSE is imposed fine of Rs.5900/-.	The management has clarified that the Company has paid the fine imposed by BSE and ensures that such non-compliance will not be repeated in future instances.
	The Company has not made any disclosure under Regulation 23(9) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 i.e. Disclosure of Related Party Transactions which is required to be disclosed every six months on the date of publication of its standalone and consolidated financial results.	The management has clarified that such nondisclosure 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.
	The Company has not given advertisement in the newspaper of Financial result for the Quarter ended on March 2024, June 2024 and September 2024 as required under Regulation 47 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.	The management has clarified that such nonCompliance 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.
	The Company has failed to get approval of appointment of Additional Independent Directors at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier as required under regulation 17(1C) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.	The management has clarified that such nonCompliance 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.
	The Company has failed to make disclosure of	The management has clarified that such non-

appointment of Internal auditor of the Company under Regulation 30 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.	Compliance 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.
BSE has issued following discrepancies to the Company:
(i) The BSE limited has issued advisory letter to the Company in which the Exchange has noted non-compliance by the Company in relation to its corporate announcement dated 04/11/2023 at 16:00, filed under Regulation 30 of SEBI (LODR) Regulations, 2015.	The management has clarified that such nonCompliance 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.
(ii) The Exchange has observed that Company has not updated PAN of Promoter/Promoter group in SDD portal of depositories system as required under SEBI Circulars No. SEBI/HO/ISD/ISD/CIR/P/2020/168 dated September 9, 2020 and SEBI/CIR/CFD/DCR1/CIR/P/2020/181 dated September 23, 2020.	The management has clarified that such nonCompliance 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. Further, the Company will update PAN of Promoter/Promoter group in SDD portal of depositories system.
(iii) The BSE limited has raised discrepancy in Corporate Governance filed for the quarter ended on June 30, 2024 that 1. Meeting of BOD - Previous quarter meeting date not provided and 2. Audit Committee - Previous quarter meeting date not provided.	The management has clarified that such nonCompliance 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.

COST AUDITOR

The Company does not fall within the purview of section 148 of the Companies Act, 2013 and hence, it is not required to appoint a cost auditor for the financial year 2024-2025.

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

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

INTERNAL AUDIT & CONTROLS:

Though the Company has appointed internal auditor as required under Section 138 of the Companies act, 2013 and the accounting and other system have been designed in such a manner that review of entire process for safeguarding the assets of the company, its operational efficiency,

effectiveness of the systems are taken care of properly.

Moreover, it is to be noted that the quantum of the day-to-day transactions as well as turnover are of small size and hence, internal auditor has not been appointed.

CORPORATE GOVERNANCE CERTIFICATE AND MANAGEMENT DISCUSSION & ANALYSIS:

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-D. 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.

The Management Discussion and Analysis Report forms part as ANNEXURE-E of this Annual Report for the year ended 31^st March, 2025.

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

The Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, pursuant to Section 134 of the Companies act 2013 read withthe Companies (Account) Rules, 2014 are as follow:

1.	Conservation of Energy	Nil
2.	Technology Absorption	Nil
3.	Foreign Exchange Earnings and Outgo	Nil

CORPORATE SOCIAL RESPONSIBILITY(CSR):

Corporate Social Responsibility is not applicable to the Company.

HUMAN RESOURCES:

Your Company treats its âHuman Resourcesâ as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

EXTRACT OF THE ANNUAL RETURN:

In accordance with provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return as required under Section 92 of the Act for the Financial Year 2024-25, will available on the Companyâs website at www .spri ghtagro .com.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

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

There are no any Material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the 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:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future during the year under review.

DETAILS IN RESPECT OF ADEQUACY OF_INTERNALFINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adequate of internal financial controls with reference to the Financial Statements 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

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961

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

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTACY CODE 2016

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOCONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

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

FOREIGN EXCHANGE EARNINGS	AND OUTGO
Earnings:	NIL

Outgo:

NIL

a) Conservation of Energy:

As the business and activities of the Company does not involve any manufacturing activity. Hence there is no need to conserve energy.

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

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

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

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

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

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

Companiesâ Shares are Listed on BSE Limited.

ACKNOWLEDGMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

Mar 31, 2024

The Directorsâ present the Annual report on the business and operations of your Company forthe year 2023-24.

FINANCIAL PERFORMANCE OF THE COMPANY:

Particulars	Year Ended 31.03.2024 (In Thousand)	Year Ended 31.03.2023 (In Thousand)
Revenue from Operations	7,24,704.42	77,043.18
Other Income	1,185.81	4.97
Total Revenue	7,25,890.24	77,048.15
Less: Total Expenditure (including Change in Inventories)	5,99,078.39	76,912.18
Profit Before Tax	1,26,811.85	135.97
Less: Tax expense/ Deferred tax liability	10,598.56	34.05
Profit after T ax	1,16,213.69	101.92
Earnings Per Share	0.23	0.02

For the year ended 31^st March, 2024, your Company has reported total revenue and net profit after taxation of Rs. 72,47,04,420/- and Rs. 11,62,13,690/-respectively. Last year total revenue was Rs. 7,70,43,179/- and Rs.1,01,920/-.

NATURE OF BUSINESS:

There are no changes in nature of Business.

REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES. ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company does not have Subsidiaries, Associate and Joint Venture Companies. Hence, details for the same are not required to mention here.

TRANSFER TO RESERVES:

The Company has not transferred any amount to reserves.

DIVIDEND:

In view of losses, your directors do not recommend any dividend during the year.

SHARE CAPITAL & AUTHORISED SHARE CAPITAL:

The paid-up Equity Share Capital as on March 31, 2024 was Rs. 50,22,69,160/-The Authorised Share Capital as on March 31, 2024 was Rs. 51,00,00,000/-

Reconciliation of number of shares outstanding at the beginning and at the end of the reporting period
Particulars	As at March 31,2024	As at March 31, 2023
No. of shares at the beginning of the year	5672.90	5672.90
Add: Bonus Shares issued during the year	25113.46	0.00
Add: Issue of Shares during the year	25000.00	0.00
Add: Split of Shares from Rs.10/- to 1/-	452042.24	0.00
Less: Reduction in Capital	(5559.44) 502269.16	0.00	5672.90
No. of shares at the end of the year	502269.16		5672.90

A) Issue of equity shares with differential rights:

During the year under review, the Company has not issued any shares with differential voting rights.

B) Issue of sweat equity shares

During the year under review, the Company has not issued any sweat equity shares.

C) Issue of employee stock options

During the year under review, the Company has not issued any sweat equity shares.

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

FINANCE:

Company has not borrowed any Loan from any Bank or Financial Institution during the year under review.

FIXED DEPOSITS:

The Company has not accepted or renewed any deposits during the year. There are no outstanding and overdue deposits as at 31^st March, 2024.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 ofthe Companies Act, 2013 are given in the notes to the Financial Statements.

EMPLOYEE RELATIONS:

RISK MANAGEMENT POLICY:

Commodity Price Risks:

Regulatory Risks

Human Resources Risks

Strategic Risks

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

DIRECTORS:

a) Changes in Directors and Key Managerial Personnel:

During the year following Changes made in the Directors and Key Managerial Personnel:

Mr. Rajendra Singh was resigned from the post of Director of the Company w.e.f. 14/04/2023 .

Ms. Shivangi Bipinchandra Gajjar appointed as an Independent Director by the Board of the Company w.e.f. 14/04/2023.

Mr. Vinay Kumar Jain was resigned from the post of Company Secretary and Compliance Officer w.e.f. 01/05/2023.

Mr. Pawansut Swami was appointed as Company Secretary cum compliance officer of the Company on 03/05/2023.

Mr. Pawansut Swami was resigned from the post of Company Secretary and Compliance Officer w.e.f. 04/09/2023.

Mrs. Pooja Manthan Patel was appointed as Company Secretary cum compliance officer of the Company on 09/11/2023.

Mr. Akshaykumar Natubhai Patel was appointed as Chief Financial Officer (CFO) of the Company on 10/01/2024.

Mr. Krishna Vipinchandra Patel was appointed as Non- Executive Non-Independent Director of the Company on 01/03/2024.

Mr. Apurvkumar Pankajbhai Patel was resigned from the post of Non- Executive NonIndependent Director of the Company on 01/03/2024.

Mrs. Pooja Manthan Patel was resigned from the post of Company Secretary cum compliance officer of the Company w.e.f. 01/03/2024.

Mr. Krishna Vipinchandra Patel will retire at the forthcoming Annual General Meeting of the Company and being eligible, offer himself for reappointment.

b) Declaration by an Independent Director(s) and reappointment, if any

c) Formal Annual Evaluation

d) Remuneration Policy

e) Number of Meetings of the Board of Directors and Audit Committee

During the year the Company has held 14 (Fourteen) Board Meetings as against the minimum requirement of 04 meetings. The meetings were held on 14/04/2023, 03/05/2023, 29/05/2023, 14/08/2023, 04/09/2023, 12/09/2023, 01/11/2023, 09/11/2023, 28/11/2023, 15/12/2023,

10/01/2024, 08/02/2024, 01/03/2024 and 19/03/2024.

COMMITTEE OF BOARD-

AUDIT COMMITTEE

a) Brief description of terms of reference:

Terms of Reference of the Audit Committee are as per Section 177 of the Companies Act, 2013 and the guidelines set out in the listing agreements with the Stock Exchanges that inter-alia, include overseeing financial reporting processes, reviewing periodic financial results, financial statements and adequacy of internal control systems with the Management and adequacy of internal audit functions, discussions with the auditors about the scope of audit including the observations of the auditors and discussion with internal auditor on any significant findings.

b) Composition:

The Audit Committee has been constituted in conformity with the requirements of Section - 177 of the Companies Act, 2013. As on the end of Financial Year 2023-24, Audit Committee comprises of three Directors as under:

Sr. No.	Name of Member	Designation
1	Nilam Makwana	Chairperson
2	Shivangi Gajjar	Member
3	Krishna Vipinchandra Patel	Member

During the year under review, the 4 Audit Committee was held during Financial Year 202324. The dates on which the said meetings were held on 29/05/2023, 14/08/2023, 01/11/2023 and 10/01/2024.

Minutes of meetings of the Audit Committee are circulated to members of the Committee and the Board is kept apprised.

NOMTNATTON/REMTTNERATTON COMMITTEE

The Nomination/Remuneration committee consists of the following three Directors:

Sr. No.	Name of Member	Designation
1	Shivangi Gajjar	Chairperson
2	Nilam Makwana	Member
3	Krishna Vipinchandra Patel	Member

During the year under review, the 6 Nomination and Remuneration Committee was held during Financial Year 2023-24. The dates on which the said meetings were held on 14/04/2023, 03/05/2023, 29/05/2023, 14/08/2023, 04/09/2023 and 01/03/2024.

SHAREHOLDERS COMMITTEE:

The present composition of the Committee is as under: Shareholderâs Committee consists of following Directors

Sr. No.	Name of Member	Designation
1	Shivangi Gajjar	Chairperson
2	Nilam Makwana	Member
3	Krishna Vipinchandra Patel	Member

During the year under review, the 3 Stakeholders Committee was held during Financial Year 2023-24. The dates on which the said meetings were held on 29/05/2023, 14/08/2023 and 10/01/2024.

Evaluation

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Stakeholder Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boardâs functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

General Body Meeting (Last Four):

Date	Type	Time	Venue
27/09/2023	AGM		Office No: B-263, Sakar-7, Nehru Bridge Corner, Ashram Road, Ahmedabad, Gujarat - 380006
06/10/2023	EGM	11:30 AM	Office No. B-263, Sakar-7, Nehru Bridge Corner, Ashram Road, Ahmedabad, Gujarat - 380006
12/02/2024	EGM	11:30 AM	Office No. 1216, Shilp Epitom, Rajpath - Rangoli Road, Off Sindhu Bhavan Road, Bodakdev, Ahmedabad, Gujarat - 380054
06/03/2024	EGM	03:30 PM	Office No. 1216, Shilp Epitom, Rajpath - Rangoli Road, Off Sindhu Bhavan Road, Bodakdev, Ahmedabad, Gujarat - 380054

PARTICULARS OF EMPLOYEES:

None of the employees of the Company drew remuneration of Rs. 60,00,000/- or more per annum / Rs. 5,00,000/- or more per month during the year. Hence, no information is required to be furnished as required under Rule, 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DIRECTORSâ RESPONSIBILITY STATEMENT:

The Directorsâ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state thatâ

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets ofthe company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

RELATED PARTY TRANSACTIONS:

a. There are transactions entered into between related parties as follows:

â¢ Directors & Key Managerial Personnel: -

Sr No			Name of KMP		Designation
1			Akshaykumar N Patel		Managing Director & CFO
2			Krishna Vipinchandra Patel		Additional Non-Executive NonIndependent Director
3			Shivangi Gajjar		Director
4			Nilam Makwana		Director
â¢ Entities Over Which Parties Listed in Mentioned Above Exercise Control: -
Sr No	Name of Entity					Details of Person having Control
1	JMJ Communication Private Limited					Mr Akshaykumar Patel
2	Starchart Shipping and Marine Services Private Limited					Mr Akshaykumar Patel
3	Aarniya Import and Exports Private Limited					Mr Akshaykumar Patel
â¢ Related Party Transactions
Sr No		Name of RP		Nature of Transactions			Amount (In Rs.)
1		Akshaykumar N Patel		Director Remuneration			7,50,000/-

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

AUDITORS AND THEIR REPORT AND BOARD COMMENT ON IT:A. Statutory Auditors

The Board of Director has recommended to the shareholder of the Company for their approval in Annual General Meeting to re-appointment of M/s. S K Bhavsar & Co, Chartered Accountants, Ahmedabad, for a period of 5 consecutive years commencing from the conclusion of this Annual General Meeting till the Conclusion of Sixth consecutive Annual General Meeting at a Remuneration to be fixed by the Board of Directors of the Company

Audit Report of the Statutory Auditor

The Statutory Auditor has given favorable Report for the Financial year ended as on 31.03.2024. There is no any qualification mark in the Audit Report.

B. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Dharti Patel & Associates, Company Secretaries, to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report for financial year 2023-24 issued by M/s. Dharti Patel & Associates, Practicing Company Secretaries has been attached with this Report.

Audit Report of the Secretarial Auditor

Ther is no adverse remarks made by the Secretarial Auditor in Audit Report.

INTERNAL AUDIT & CONTROLS:

Though the Company has not appointed any chartered accountant as internal auditor, the accounting and other system have been designed in such a manner that review of entire process for safeguarding the assets of the company, its operational efficiency, effectiveness of the systems are taken care of properly.

Moreover, it is to be noted that the quantum of the day-to-day transactions as well as turnover are of small size and hence, internal auditor has not been appointed.

CORPORATE GOVERNANCE CERTIFICATE AND MANAGEMENT DISCUSSION & ANALYSIS:

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-A. 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.

The Management Discussion and Analysis Report forms part as ANNEXURE-B of this Annual Report for the year ended 31^st March, 2024.

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

1.	Conservation of Energy	Nil
2.	Technology Absorption	Nil
3.	Foreign Exchange Earnings and Outgo	Nil

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Corporate Social Responsibility is not applicable to the Company.

HUMAN RESOURCES:

EXTRACT OF THE ANNUAL RETURN:

In accordance with provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return as required under Section 92 of the Act for the Financial Year 2023-24, will available on the Companyâs website at www. spri ghtagro .com.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

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

There are no any Material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the 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:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future during the year under review.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adequate of internal financial controls with reference to the Financial Statements during the year under review.

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

LISTING WITH STOCK EXCHANGES:

Companies Shares are Listed on BSE Limited.

ACKNOWLEDGMENT:

Mar 31, 2023

The Directors'' present the Annual report on the business and operations of your Company forthe year 2022-2023.

FINANCIAL PERFORMANCE OF THE COMPANY:

Particulars	Year Ended 31.03.2023 (In Thousand)	Year Ended 31.03.2022 (In Thousand)
Revenue from Operations	77,043.18	1,12,662.27
Other Income	4.97	---
Total Revenue	77,048.15	1,12,662.27
Less: Total Expenditure (including Change in Inventories)	76,912.18	1,12,494.56
Profit Before Tax	135.97	167.71
Less: Tax expense/ Deferred tax liability	34.05	43.60
Profit after Tax	101.92	124.11
Earnings Per Share	0.02	0.02

For the year ended 31st March, 2023, your Company has reported total revenue and net profit after taxation of Rs. 7,70,48,151/- and Rs. 1,01,918/-respectively. Last year total revenue was Rs. 11,26,62,267/- and Rs. 124105.

NATURE OF BUSINESS:

During the year company has started its operations in Agricultural and related activities.

REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company does not have Subsidiaries, Associate and Joint Venture Companies. Hence, details for the same are not required to mention here.

TRANSFER TO RESERVES:

The Company has not transferred any amount to reserves.

DIVIDEND:

In view of losses, your Directors do not recommend any dividend during the year.

SHARE CAPITAL:

The paid-up Equity Share Capital as on March 31, 2023 was Rs. 56,729,000. However, the Company has received the Approval Order from the NCLT Ahmedabad Bench as on 06^th February, 2023 of scheme of the Reduction of Paid-Up Share Capital of the Company which was filled by the Company. The Company''s Paid up Share Capital after the approval of the Stock Exchange is Rs. 1134580 includes 113458 Equity Shares of Rs. 10/- each.

A) Issue of equity shares with differential rights:

During the year under review, the Company has not issued any shares with differential voting rights.

B) Issue of sweat equity shares

During the year under review, the Company has not issued any sweat equity shares.

C) Issue of employee stock options

During the year under review, the Company has not issued any sweat equity shares.

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

FINANCE:

Company has not borrowed any Loan from any Bank or Financial Institution during the yearunder review.

FIXED DEPOSITS :

The Company has not accepted or renewed any deposits during the year. There are no outstanding and overdue deposits as at 31^st March, 2023.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 ofthe Companies Act, 2013 are given in the notes to the Financial Statements.

EMPLOYEE RELATIONS :

Employee relations throughout the Company were harmonious. The Board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the Company''s vision and strategy to deliver good performance.

RISK MANAGEMENT POLICY :

Risk management is embedded in your company''s operating framework. Your company believes that managing risk helps in maximizing returns. The company''s approach to addressing business risk is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the

Audit Committee. Some of the risks that the company is exposed to are:

Commodity Price Risks:

The Company is exposed to the risk of price fluctuation of raw material as well as finished goods. The company proactively manages these risks through forward booking. Inventory management and proactive vendor development practices. The Company''s reputation for quality, product differentiation and service, coupled with existence of powerful brand image with robust marketing network mitigation the impact the impact of price risk on finished goods.

Regulatory Risks

Human Resources Risks

Strategic Risks

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

DIRECTORS:a) Changes in Directors and Key Managerial Personnel:

During the year following Changes made in the Directors and Key Managerial Personnel:

Mr. Akshaykumar N. Patel was appointed as Managing Director by the Board of the Company w.e.f. 09/06/2022.

Mr. Apurvkumar Pankajbhai Patel appointed as a Non-Executive Non-Independent Director of the Company w.e.f. 29/03/2023.

Mr. Apurvkumar Pankajbhai Patel will retire at the forthcoming Annual General Meeting of the Company and being eligible, offer himself for reappointment.

Ms. Shivangi Bipinchandra Gajjar appointed as an Independent Director by the Board of the Company w.e.f. 14/04/2023.

Mr. Pawansut Swami appointed as Company Secretary cum compliance officer of the Company on 03/05/2023.

Mr. Karan Bairwa was resigned from the post of Managing Director of the Company w.e.f. 27/05/2022.

Mr. Akshay Hiteshkumar Soni was resigned from the Post of Non-Executive Non Independent Director of the Company w.e.f. 29/03/2023.

Mr. Rajendra Singh was resigned from the Post of Director of the Company w.e.f. 14/04/2023.

Mr. Vinay Kumar Jain was resigned from the Post of Company Secretary cum Compliance officer of the Company

b) Declaration by an Independent Director(s) and reappointment, if any

c) Formal Annual Evaluation

d) Remuneration Policy

e) Number of Meetings of the Board of Directors and Audit Committee

During the year the Company has held 07 (Seven) Board Meetings as against the minimum requirement of 04 meetings. The meetings were held on 27/05/2022, 09/06/2022, 10/08/2022, 03/09/2022, 14/11/2022, 09/02/2023, 18/03/2023 and 29/03/2023.

PARTICULARS OF EMPLOYEES:

DIRECTORSâ RESPONSIBILITY STATEMENT:

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of

Section 134 of the Companies Act, 2013, shall state thatâ

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

RELATED PARTY TRANSACTIONS:

a. There are transactions entered into between related parties as follows:

â¢ Directors & Key Managerial Personnel:-

Sr No			Name of KMP			Designation
1			Akshaykumar N Patel			Managing Director
2			Apurvkumar P Patel			Additional Director
3			Pawansut Swami			Company Secretary
4			Shivangi Gajjar			Additional Director
5			Nilam Makwana			Additional Director
â¢ Entities Over Which Parties Listed in Mentioned Above Exercise Control:-
Sr No	Name of Entity				Details of Person having Control
1	JMJ Communication Pvt Ltd				Mr Akshaykumar Patel & Mr Apurvkumar Patel are Directors.
â¢ Related Party Transactions
Sr No		Name of RP		Nature of Transactions			Amount (In Rs.)
1		Akshaykumar N Patel		Director Remuneration			2,00,000

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

However, the Company has received the approval Order from the National Company Law Tribunal, Ahmedabad Bench as on 06^th February, 2023 regarding the Scheme of Reduction of Paid-up Share Capital of the Company. But there will no any impact on the going concern status of the Company.

AUDITORS AND THEIR REPORT AND BOARD COMMENT ON IT:A. Statutory Auditors

The Company''s Auditors, M/s. V S S B & Associates, Chartered Accountants, Ahmedabad, retire at the ensuing Annual General Meeting and, being eligible; offer themselves for reappointment for a period of one year from the conclusion of this Annual General Meeting [AGM] till the conclusion of next AGM held in year 2024.

Audit Report of the Statutory Auditor

The Statutory Auditor has given favorable Report for the Financial year ended as on 31.03.2023. There is no any qualification mark in the Audit Report.

B. Secretarial Audit

The Secretarial Audit Report for financial year 2022-23 issued by M/s. Dharti Patel & Associates, Practicing Company Secretaries has been attached with this Report.

Audit Report of the Secretarial Auditor

The Secretarial Auditor has given the following mark in its Report for the Financial year ended as on 31.03.2023.

- During the year under review Company has not appointed the Chief Financial Officer (CFO)

Board Reply on Comment:

The Company is in the Process of Appointment of Chief Financial Officer of the Company and it will be appointed soon on the Board.

INTERNAL AUDIT & CONTROLS:

Moreover, it is to be noted that the quantum of the day-to-day transactions as well as

turnoverare of small size and hence, internal auditor has not been appointed.

CORPORATE GOVERNANCE CERTIFICATE AND MANAGEMENT DISCUSSION & ANALYSIS:

The Paid-up Share Capital and Net worth of the Company is Less than the threshold limit of the requirement of applicability of Corporate Governance. So the Corporate Governance is not applicable to Company

The Management Discussion and Analysis Report forms part of this Annual Report for the year ended 31st March, 2023.

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

1.	Conservation of Energy	Nil
2.	Technology Absorption	Nil
3.	Foreign Exchange Earnings and Outgo	Nil

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Corporate Social Responsibility is Not Applicable to the Company.

HUMAN RESOURCES:

Your Company treats its âhuman resourcesâ as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

EXTRACT OF THE ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT- 9.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

There is no any Material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the 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:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future during the year under review.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adequate of internal financial controls with reference to the Financial Statements during the year under review.

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

LISTING WITH STOCK EXCHANGES:

Companies Shares are Listed on BSE Limited.

ACKNOWLEDGMENT:

Mar 31, 2014

The Members

KANSAL FIBRES LIMITED

The Board of Directors of your Company has the pleasure of presenting Annual Report of KANSAL FIBRES LIMITED together with the Audited Statements of Accounts for the year ended the March 31, 2014.

FINANCIAL PERFORMANCE OF THE COMPANY:

The Company has again started to operate in the finance market and received income of Rs. 67,554 during the financial year 2013-14. However, the Company incurred loss of Rs. 2,92,361 during the current financial year and hope for better in coming years, even in the downward stream scenario of global financial and capital market. Directors have started to explore various other opportunities to further improve the working results during the current year. Your company has entered into compromise deed with Oswal Spinning And Weaving Mills Ltd as on 29th March, 2014 and made payment of Rs. 14,00,000/- vide cheque no. 000002 dated 29.03.2014 drawn on HDFC Bank as full and final settlement against recovery suit and withdraw counter claim.

DIVIDEND:

In view of losses, your Directors do not recommend any dividend during the year.

DIRECTORS:

Mr. Bipin Patel, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

No other appointment or retirement is accepted during the year under preview.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Director confirms that:

The applicable accounting standards have been followed along with proper explanation relating to material departures.

Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, so as to give a true and fair view of the state of affairs of the company at the end of the financial Year and the profit/loss of the company for that period.

Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis.

AUDITORS:

The Company had received Notice of Resignation dated 09th June, 2014 under Section 140(4) read with Section 115 of the Companies Act, 2013 from M/s Raj Gupta & Co., Chartered Accountants, Ludhiana in its capacity as a Statutory Auditors of the Company and the Board have recommended appointment of M/s. Vishves A Shah & Co., Chartered Accountants, Ahmedabad as Statutory Auditors in place M/s Raj Gupta & Co., Chartered Accountants, Ludhiana, the retiring Statutory Auditors.

The change in the Statutory Auditor is proposed in order to remain at the forefront of good governance and in recognition of regulatory changes under the Companies Act, 2013. The Company has sent a copy of the said Special Notice to the retiring Statutory Auditors.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report, pursuant to Clause 49 of the Stock Exchange Listing agreement, forms part of this Report and the same is annexed hereto.

CORPORATE GOVERNANCE:

A comprehensive report on corporate governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report.

The Company has obtained a certificate from the Statutory Auditors regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement and the same is annexed at the end of Corporate Governance Report.

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

As the Company''s operations do not involve any manufacturing or processing activities, the particulars as per the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1998, regarding conservation of energy and technology absorption, are not applicable. The particulars regarding expenditure and earnings in foreign exchange are Nil.

PARTICULARS OF EMPLOYEES:

No employee of the Company was in receipt of remuneration above the limit specified under Section 217(2A) of the Companies Act, 1956.

SEGMENT:

Your Company is engaged in a single segment only.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

By Order of the Board of Directors Date : 30/05/2014 Place : Ludhiana Sd/- Sd/- Sd/- (Rakesh Kansal) (Bipin Patel) (Mayur Shah) Managing Director Director Director (DIN: 01735388) (DIN: 03190744) (DIN: 03313341)

Mar 31, 2013

To The Members of KANSAL FIBRES LIMITED

The Board of Directors of your Company has the pleasure of presenting Annual Report of KANSAL FIBRES LIMITED together with the Audited Statements of Accounts for the year ended the March 31, 2013.

FINANCIAL PERFORMANCE OF THE COMPANY:

The Company has again started to operate in the finance market and received income of Rs. 29,236 during the financial year 2012-13. However, the Company incurred loss of Rs. 62,291,113 during the current financial year and hope for better in coming years, even in the downward stream scenario of global financial and capital market. Directors have started to explore various other opportunities to further improve the working results during the current year.

DIVIDEND:

In view of losses, your Directors do not recommend any dividend during the year. DIRECTORS:

Mrs. Aruna Kansal, Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment.

Mr. Pulkit Shah and Mr. Mayur Shah has been appointed on 04th May, 2012 and resigned on 06th September, 2012 during the year. Mr. Bipin Patel and Mr. Mayur Shah have been appointed 28th September, 2012 as Director of the company under section 257 of the company act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is herby confirmed:

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

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

iii) that 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;

iv) that the Directors have prepared the annual accounts for the year ended on March 31, 2013 on a ''going concern basis''.

AUDITORS:

M/s. Raj Gupta & Co., Chartered Accountants, Ahmedabad, the retiring auditors being eligible offers themselves for re-appointment. Members are requested to appoint them as auditors of the company.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report, pursuant to Clause 49 of the Stock Exchange Listing agreement, forms part of this Report and the same is annexed hereto.

CORPORATE GOVERNANCE:

A comprehensive report on corporate governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report.

The Company has obtained a certificate from the Statutory Auditors regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement and the same is annexed at the end of Corporate Governance Report.

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

As the Company''s operations do not involve any manufacturing or processing activities, the particulars as per the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1998, regarding conservation of energy and technology absorption, are not applicable. The particulars regarding expenditure and earnings in foreign exchange are Nil.

PARTICULARS OF EMPLOYEES:

No employee of the Company was in receipt of remuneration above the limit specified under Section 217(2A) of the Companies Act, 1956.

SEGMENT:

Your Company is engaged in a single segment only.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

By Order of the Board of Directors

Date : 21/05/2013

Place : Ludhiana

Sd/- Sd/- Sd/- Rakesh Kansal Aruna kansal Ashok Goyal Managing Director Director Director

Mar 31, 2012

To The Members of KANSAL FIBRES LIMITED

The Board of Directors of your Company has the pleasure of presenting Annual Report of KANSAL FIBRES LIMITED together with the Audited Statements of Accounts for the year ended the March 31, 2012.

FINANCIAL PERFORMANCE OF THE COMPANY:

The Company has again started to operate in the finance market and received income of Rs. 36,000 during the financial year 2011-12. However, the Company incurred loss of Rs. 60,495,831 during the current financial year and hope for better in coming years, even in the downward stream scenario of global financial and capital market. Directors have started to explore various other opportunities to further improve the working results during the current year.

DIVIDEND:

In view of losses, your Directors do not recommend any dividend during the year. DIRECTORS:

Mr. Ashok Goyal, Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

Mr. Bipin Patel and Mr. Mayur Shah are proposed to be appointed as directors of the company at the ensuing Annual General Meeting pursuant to section 257 of the companies act for which notices have been received from Members.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is herby confirmed:

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

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

iii) that 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;

iv) that the Directors have prepared the annual accounts for the year ended on March 31, 2012 on a 'going concern basis'.

AUDITORS:

M/s. Raj Gupta & Co., Chartered Accountants, Ahmedabad, the retiring auditors being eligible offers themselves for re-appointment. Members are requested to appoint them as auditors of the company.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report, pursuant to Clause 49 of the Stock Exchange Listing agreement, forms part of this Report and the same is annexed hereto.

CORPORATE GOVERNANCE:

A comprehensive report on corporate governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report.

The Company has obtained a certificate from the Statutory Auditors regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement and the same is annexed at the end of Corporate Governance Report.

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

As the Company's operations do not involve any manufacturing or processing activities, the particulars as per the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1998, regarding conservation of energy and technology absorption, are not applicable. The particulars regarding expenditure and earnings in foreign exchange are Nil.

PARTICULARS OF EMPLOYEES:

No employee of the Company was in receipt of remuneration above the limit specified under Section 217(2A) of the Companies Act, 1956.

SEGMENT:

Your Company is engaged in a single segment only.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

By Order of the Board of Directors

Place : Ludhiana Date : 29/08/2012

Sd/- Sd/- Sd/- Rakesh Kansal Aruna kansal Ashok Goyal Managing Director Director Director

Mar 31, 2011

To The Members of KANSAL FIBRES LIMITED

The Board of Directors of your Company has the pleasure of presenting Annual Report of KANSAL FIBRES LIMITED together with the Audited Statements of Accounts for the year ended the March 31, 2011.

FINANCIAL PERFORMANCE OF THE COMPANY:

The Company has again started to operate in the finance market and received income of Rs. 36,000 during the financial year 2010-11. However, the Company incurred loss of Rs. 60,235,935 during the current financial year and hope for better in coming years, even in the downward stream scenario of global financial and capital market. Directors have started to explore various other opportunities to further improve the working results during the current year.

DIVIDEND:

In view of losses, your Directors do not recommend any dividend during the year.

DIRECTORS:

Mr. Aruna Kansal, Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is herby confirmed:

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

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

iii) that 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;

iv) that the Directors have prepared the annual accounts for the year ended on March 31, 2011 on a 'going concern basis'.

AUDITORS:

M/S. Raj Gupta & Co., Chartered Accountants, Ludhiana, the retiring auditors being eligible offer themselves for re-appointment. Members are requested to appoint them as auditors of the company for the next year till the conclusion of next Annual General Meeting of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report, pursuant to Clause 49 of the Stock Exchange Listing agreement, forms part of this Report and the same is annexed hereto.

CORPORATE GOVERNANCE:

A comprehensive report on corporate governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report.

The Company has obtained a certificate from the Statutory Auditors regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement and the same is annexed at the end of Corporate Governance Report.

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

As the Company's operations do not involve any manufacturing or processing activities, the particulars as per the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1998, regarding conservation of energy and technology absorption, are not applicable. The particulars regarding expenditure and earnings in foreign exchange are Nil.

PARTICULARS OF EMPLOYEES:

No employee of the Company was in receipt of remuneration above the limit specified under Section 217(2A) of the Companies Act, 1956.

SEGMENT:

Your Company is engaged in a single segment only.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

By Order of the Board of Directors

Place : Ludhiana

Date : 10/05/2011

Sd/- Sd/-

(Rakesh Kansal) (Aruna Kansal)

Managing Director Director

Mar 31, 2010

To The Members of KANSAL FIBRES LIMITED

The Board of Directors of your Company has the pleasure of presenting Annual Report of KANSAL FIBRES LIMITED together with the Audited Statements of Accounts for the year ended the March 31, 2010.

FINANCIAL PERFORMANCE OF THE COMPANY:

The Company has again started to operate in the finance market and received income of Rs. 36,000 during the financial year 2009-10. However, the Company incurred loss of Rs. 600,01,502 during the current financial year and hope for better in coming years, even in the downward stream scenario of global financial and capital market. Directors have started to explore various other opportunities to further improve the working results during the current year.

DIVIDEND:

In view of losses, your Directors do not recommend any dividend during the year. DIRECTORS:

Mr. Ashok Goyal Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is herby confirmed:

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

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

iii) that 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;

iv) that the Directors have prepared the annual accounts for the year ended on March 31, 2010 on a 'going concern basis'.

AUDITORS:

M/S. Raj Gupta & Co., Chartered Accountants, Ludhiana, the retiring auditors being eligible offer themselves for re-appointment. Members are requested to appoint them as auditors of the company for the next year till the conclusion of next Annual General Meeting of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report, pursuant to Clause 49 of the Stock Exchange Listing agreement, forms part of this Report and the same is annexed hereto.

CORPORATE GOVERNANCE:

A comprehensive report on corporate governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report.

The Company has obtained a certificate from the Statutory Auditors regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement and the same is annexed at the end of Corporate Governance Report.

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

As the Company's operations do not involve any manufacturing or processing activities, the particulars as per the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1998, regarding conservation of energy and technology absorption, are not applicable. The particulars regarding expenditure and earnings in foreign exchange are Nil.

PARTICULARS OF EMPLOYEES:

No employee of the Company was in receipt of remuneration above the limit specified under Section 217(2A) of the Companies Act, 1956.

SEGMENT:

Your Company is engaged in a single segment only.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

By Order of the Board of Directors

Place : Ludhiana

Date : 05/08/2010

Sd/- Sd/-

(Rakesh Kansal) (Aruna Kansal)

Managing Director Director

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