To,
The Members,
Nirman Agri Genetics Limited.
Your Directors have pleasure in presenting their Fifth Annual Report
together with the Audited financial statements of your Company for the year ended March
31, 2025.
1. FINANCIAL HIGHLIGHTS
PARTICULARS |
STANDALONE
FINANCIAL DETAILS (in Lakh) |
|
2025 |
2024 |
Total Revenue from
Operations |
23,651.76 |
6,333.72 |
Other Income |
18.44 |
|
Total Income |
23,670.20 |
6,333.72 |
Total Expenses |
21062.76 |
5329.95 |
Profit Before Tax |
2,607.44 |
1,093.77 |
Provision for Income Tax |
|
|
i. Current Tax |
75.08 |
49.95 |
ii. Deferred Tax |
3.76 |
3.36 |
iii. Short/Excess |
|
|
Profit for the Year |
2,528.60 |
1,040.46 |
2. BUSINESS PERFORMANCE
Your Company has achieved a total revenue of ? 23,670.20 Lakhs during
the financial year ended 31 March 2025 as against a total revenue of ? 6,333.72 Lakhs in
the corresponding previous financial year ended 31 March 2024. Profit before tax for the
year stood at ? 2,607.44 Lakhs compared to ? 1,093.77 Lakhs for the previous corresponding
year. The Profit after tax for the period stood at ? 2,528.60 Lakhs as against a profit of
? 1,040.47 Lakhs during the corresponding year.
3. RESERVE & SURPLUS
The Board of Directors have decided to retain the entire amount of
profit under Retained Earnings.
4. CHANGE IN THE NATURE OF BUSINESS
The Company did not commence any new business nor discontinue/sell or
dispose off any of its existing businesses and also did not hive off any segment or
division during the financial year. Also, there has been no change in the nature of
business carried on by the Company's subsidiary during the year under review.
5. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the
financial position of the Company, which have occurred between the end of the financial
year and up to the date of the report.
6. DIVIDEND
Your company has declared Interim Dividend at the rate of ? 2/- per
equity share, in Board Meeting held on September 13, 2024.
7. SHARE CAPITAL
A. AUTHORIZED SHARE CAPITAL
The authorized share capital of the Company as on 31 March, 2025 was ?
15,00,00,000 (Rupees Fifteen Crore Only) divided into 1,50,00,000 (One Crore Fifty Lakh)
Equity Shares of ? 10/- (Rupees Ten only) each.
B. PAID-UP SHARE CAPITAL
The paid-up Equity share capital of the Company as on 31 March, 2025
was ? 8,00,96,760 (Rupees Eight Crore Ninety-Six Thousand Seven Hundred Sixty only)
divided into 80,09,676 (Eighty Lakh Nine Thousand Six Hundred Seventy-Six) equity shares
of ? 10/- (Rupees Ten Only).
There were changes in the share capital during the year which are as
given below:
Date of Allotment |
Type of Issue |
No. of Alloted Shares |
Price per Share |
Premium per Shares(Rs) |
29/08/2024 |
Right Issue |
20,48,876 |
10 |
229 |
Further, the Company has not issued shares with differential voting
rights nor has granted any stock options or sweat equity.
8. CHANGE OF NAME OF COMPANY
During the year under review, Company has not changed its name.
9. CHANGE IN REGISTERED OFFICE
During the year under review, the Company has changed its Registered
Office from Vedant Apt, Near Reliance Shopee Dindori Road panchavati, Nashik, Maharashtra,
India, 422003 to 3rd floor, Samarth House, Opposite Titan World, Mahatma Nagar, Nashik,
India, 422005 at meeting held on October 7, 2024.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors of the Company as on March 31, 2025 comprised of
Five (5) Directors out of which One (1) are Executive Directors and one (1) is
Non-Executive Director and Three (3) are Independent Directors. The composition of the
Board of Directors of the Company is in accordance with the provisions of Section 149 of
the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 with an appropriate combination of Executive,
Non-Executive and Independent Directors.
The Directors and Key Managerial Personnel of the Company are
summarized below:
Name |
Designation |
DIN/PAN |
Pranav Kailas Bagal |
Managing Director |
08839908 |
Prakash Narayandas Sawana |
Non- Executive Independent
Director |
07260370 |
Aviansh Bhimrao Bagal |
Non- Executive Director |
09807701 |
Abhishek Shivnarayan Gupta |
Non- Executive Independent
Director |
09815590 |
Riddhi Nitin Aher (Up to May
30, 2025) |
Non- Executive Independent
Director |
09815607 |
Sandipan Baburao Bhawar (Up to
January 08, 2025) |
Chief Financial Officer(CFO) |
CIJPB2300P |
Khushbu Kushan Shah (Up to
July 12, 2025) |
Company Secretary (CS) |
GWEPS6390K |
Kailas Pandharinath Pagare
(w.e.f. May 30, 2025) |
Additional Director
(Non-Executive, Independent) |
11128897 |
11. KMP
During the year under review, the Company has following personnel as
the Key Managerial Personnel (KMP) pursuant to the provisions of Section 203 of the
Companies Act, 2013:
Mr. Pranav Kailas Bagal |
- |
Managing Director |
Mr. Sandipan Baburao Bhawar |
- |
Chief Financial Officer
(Up to January 08, 2025) |
Mrs. Khushbu Kushan Shah |
- |
Company Secretary (Up to
July 12, 2025) |
12. DISCLOSURE BY INDEPENDENT DIRECTORS
Directors who are Independent, have submitted a declaration as required
under Section 149(7) of the Act that each of them meets the criteria of Independence as
provided in Sub Section (6) of Section 149 of the Act and under Regulation 16 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time
to time and there has been no change in the circumstances which may affect their status as
independent Director during the year. In the opinion of the Board, the Independent
Directors possess an appropriate balance of skills, experience and knowledge, as required.
Further, in terms of Section 150 of the Companies Act, 2013 read with
Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014,
Independent Directors of the Company have confirmed that they have registered themselves
with the databank maintained by the Indian Institute of Corporate Affairs (IICA).
13. DETAILS OF MEETINGS OF BOARD OF DIRECTORS
A. BOARD OF DIRECTORS
During the financial year 2024-25, 15 (Fifteen) meetings of the Board
of Directors were held and the details of meetings attended by the Directors are as
follows:
Sr. No. |
Date of Meeting |
Number of Directors
Present |
1 |
25-04-2024 |
5 |
2 |
08-05-2024 |
3 |
3 |
28-05-2024 |
4 |
4 |
30-05-2024 |
4 |
5 |
22-07-2024 |
5 |
6 |
14-08-2024 |
4 |
7 |
29-08-2024 |
3 |
8 |
06-09-2024 |
4 |
9 |
13-09-2024 |
3 |
10 |
07-10-2024 |
3 |
11 |
14-11-2024 |
4 |
12 |
08-01-2025 |
4 |
13 |
05-02-2025 |
4 |
14 |
06-02-2025 |
4 |
15 |
• 25-02-2025 |
3 |
The details of meetings attended by the Directors are as follows: Attendance
(or Audit Committee Meeting:
Name |
No. of Meeting |
|
No. of Meeting entitled to
attend |
Attented |
Mr. Pranav Kailas Bagal |
15 |
15 |
Mr. Prakash Narayandas Sawana |
15 |
2 |
Mr. Abhishek Shivnarayan Gupta |
15 |
15 |
Ms. Riddhi Nitin Aher |
15 |
10 |
Mr. Avinash Bhimrao Bagal |
15 |
15 |
B. Audit Committee of Board of Directors
As a measure of good Corporate Governance and to provide assistance to
the Board of Directors in overseeing the Board's responsibilities, an Audit Committee was
formed as a sub-committee of the Board. The Committee is in line with the requirements of
Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 2015. The terms of reference of the Audit
Committee covers all matters specified in Part C of Schedule II of Regulation 18 (3) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also
those specified in Section 177 of the Companies Act, 2013:
The detailed composition of the members of the Audit Committee as on
March 31st, 2025:
Name |
Nature of Directorship |
Status in Commitee |
Ms. Riddhi Nitin Aher |
Non-Executive Independent
Director |
Chairman |
Mr. Pranav Kailas Bagal |
Managing Director |
Member |
Mr. Prakash Narayandas Sawana |
Non-Executive Independent
Director |
Member |
Subsequent to Financial Year but before the Report:
During the year under review, Ms. Riddhi Nitin Aher resigned from the
Board, Audit Committee, Nomination and Remuneration Committee and Stakeholders
Relationship Committee on May 30, 2025. Subsequently, the Audit Committee was
reconstituted on May 30, 2025. The revised composition is as follows:
Name |
Nature of Directorship |
Status in Commitee |
Mr. Prakash Narayandas Sawana |
Non-Executive Independent
Director |
Chairman |
Mr. Pranav Kailas Bagal |
Managing Director |
Member |
Mr. Kailas Pandharinath Pagare |
Non-Executive Independent
Director |
Member |
All the members possess sound accounting and financial management
knowledge.
During the period under review, a total of 06 (Six) Audit Committee
Meetings were held dated:
May 28, 2024, May 30, 2024, August 14, 2024, September 06, 2024,
November 14, 2024 and February 05, 2025.
Name |
|
No. of Meeting |
|
Held |
Attented |
Ms. Riddhi Nitin Aher |
6 |
6 |
Mr. Pranav Kailas Bagal |
6 |
6 |
Mr. Prakash Narayandas Sawana |
6 |
6 |
C. NOMINATION & REMUNERATION COMMITTEE
In compliance with Regulation 19 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 read with Section 178 of the Companies Act,
2013, the Board has constituted the "Nomination and Remuneration Committee".
The detailed composition of the members of the Stakeholders
Relationship Committee at present is given below:
Name |
Nature of Directorship |
Status in Commitee |
Mr. Abhishek Shivnarayan Gupta |
Non-Executive Independent
Director |
Chairman |
Mr. Prakash Narayandas Sawana |
Non-Executive Independent
Director |
Member |
Ms. Riddhi Nitin Aher |
Non-Executive Independent
Director |
Member |
Subsequent to Financial Year but before the Report:
During the year under review, Ms. Riddhi Nitin Aher resigned from the
Board, Audit Committee, Nomination and Remuneration Committee and Stakeholders
Relationship Committee on May 30, 2025. Subsequently, the Nomination and Remuneration
Committee was reconstituted on May 30, 2025. The revised composition is as follows:
Name |
Nature of Directorship |
Status in Commitee |
Mr. Abhishek Shivnarayan Gupta |
Non-Executive Independent
Director |
Chairman |
Mr. Prakash Narayandas Sawana |
Non-Executive Independent
Director |
Member |
Mr. Kailas Pandharinath Pagare |
Additional Director
(Non-Executive, Independent) |
Member |
During the period under review, total 2 (Two) Nomination and
Remuneration Committee Meetings were held: April 25, 2024 and January 08, 2025
Attendance of Nomination & Remuneration Committee Meeting:
Name |
|
No. of Meeting |
Held |
Attented |
Mr. Abhishek Shivnarayan Gupta |
2 |
|
2 |
Mr. Prakash Narayandas Sawana |
2 |
|
2 |
Ms. Riddhi Nitin Aher |
2 |
|
2 |
D. STAKEHOLDER RELATIONSHIP COMMITTEE
In compliance with the provisions of Section 178 of the Companies Act,
2013 and Regulation 20 of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015, the Board has constituted the "Stakeholders' Relationship
Committee".
The Stakeholders' Relationship Committee has been formed for the
effective redressal of the investors' complaints and reporting of the same to the Board
periodically.
The detailed composition of the members of the Stakeholders
Relationship Committee as on March 31st, 2025
Name |
Nature of Directorship |
Status in |
Ms.Riddhi Nitin Aher |
Non-Executive Independent
Director |
Chairman |
Mr. Pranav Kailas Bagal |
Managing Director |
Member |
Mr. Prakash Narayandas Sawana |
Non-Executive Independent
Director |
Member |
Subsequent to Financial Year but before the Report:
During the year under review, Ms. Riddhi Nitin Aher resigned from the
Board, Audit Committee, Nomination and Remuneration Committee and Stakeholders
Relationship Committee on May 30, 2025. Subsequently, the Stakeholders Relationship
Committee was reconstituted on May 30, 2025. The revised composition is as follows:
Name |
Nature of Directorship |
Status in |
Mr. Prakash Narayandas Sawana |
Non-Executive Independent
Director |
Chairman |
Mr. Pranav Kailas Bagal |
Managing Director |
Member |
Mr. Kailas Pandharinath Pagare |
Additional Director
(Non-Executive, |
|
|
Independent) |
Member |
During the period under review, total 4 (Four) Stakeholders
Relationship Committee Meetings were held: April 25, 2024, July 22, 2024, October 07, 2024
and February 05, 2025
Attendance of Stakeholder Relationship Committee Meeting:
Name |
No. of Meeting |
|
Held |
Attented |
Ms. Riddhi Nitin Aher |
4 |
4 |
Mr. Pranav Kailas Bagal |
4 |
4 |
Mr. Prakash Narayandas Sawana |
4 |
4 |
E. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Based on the profitability criteria for the year, Corporate Social
responsibility requirements under section 135 of the Companies Act, 2013 are applicable to
the Company for the year under review.
The company is seeking and planning to incorporate the CSR initiatives
to address the requirements of Section 135 for financial year 2024-25.
14. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17
read with Part D of Schedule II to the Listing Regulations, the Management carried out
proper evaluation of the Independent Directors prior to their appointment, on the basis of
contribution towards development of the Business and various other criteria like
experience and expertise, performance of specific duties and obligations etc.
Pursuant to the provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried
out an annual evaluation of its own performance and that of its committees as well as
performance of Directors individually through internally developed questionnaire on
performance evaluation.
The Nomination and Remuneration Committee reviewed the performance of
the individual directors on the basis of criteria such as the contribution of the
individual director to the Board and committee meetings.
The performance evaluation of Non-Independent Directors and the Board
as a whole was carried out by the Independent Directors. The performance evaluation of the
Non-Executive Chairman of the Company was also carried out by the Independent Directors.
The Directors expressed their satisfaction with the evaluation process.
VIGIL MECHANISM
Your Company has formulated and published a Whistle Blower Policy to
provide a mechanism ("Vigil Mechanism") for employees including Directors of the
Company to report genuine concerns. The provisions of this policy are in line with the
provisions of Section 177 (9) of the Act.
The Whistle Blower Policy (Vigil Mechanism) is uploaded on the Company
web link:https:llnirmanagrigenxomlwp-contentluploadsl2023l04l2.%20NAGL_%20PoHcy%20on%20Vigil%2
0Mechanism.pdf
15. COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES
Your Company has formulated and published The Nomination &
Remuneration Policy for Directors, Key Managerial Personnel and Senior Management. The
provisions of this policy are in line with the provisions of Section 178(1) of the Act.
The Policy is uploaded on the website of the company. The web link is https:llmrmanagrigenxomlwp-contentluploadsl2023l04l3.%20NAGL_Nomination%20and%20Remunera
tion%20Policy.pdf
16. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134, Sub-section 3(c) and
Sub-section 5 of the Companies Act, 2013, the Board of Directors, to the best of their
knowledge and ability, state and confirm that:
a. In preparation of the annual accounts, the applicable Accounting
Standards have been followed, along with proper explanation relating to material
departures, if any;
b. Such Accounting Policies have been selected and applied
consistently, and judgements and estimates have been made that are reasonable and prudent
to give a true and fair view of the Company's state of affairs as on March 31, 2025 and of
the Company's profit or loss for the year ended on that date
c. Proper and sufficient care has been taken for the maintenance of
adequate accounting records, in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d. The annual Financial Statements have been prepared on a Going
Concern Basis.
e. Internal financial controls have been laid down to be followed by
the Company and that such internal financial controls were adequate and operating
effectively.
f. Proper systems were devised to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
17. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with
reference to financial statement across the organization. The same is subject to review
periodically by the internal auditors for its effectiveness. During the financial year,
such controls were tested and no reportable material weaknesses in the design or
operations were observed. The Statutory Auditors of the Company also test the
effectiveness of Internal Financial Controls in accordance with the requisite standards
prescribed by ICAI. Their expressed opinion forms part of the Independent Auditor's
report.
Internal Financial Controls are an integrated part of the risk
management process, addressing financial and financial reporting risks. The internal
financial controls have been documented, digitized and embedded in the business processes.
Assurance on the effectiveness of internal financial controls is
obtained through management reviews, control self-assessment, continuous monitoring by
functional experts. We believe that these systems provide reasonable assurance that our
internal financial controls are designed effectively and operate as intended. During the
year, no reportable material weakness was observed.
18. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY
As on date the company does not have any subsidiary company as defined
under clause (87) of section 2 of the Companies Act, 2013 and hence a statement containing
salient features of financial Statement of subsidiaries in prescribed format AOC-1 is not
applicable.
Also, the Company does not have any associate companies and has not
entered into any joint ventures with any other entities.
19. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
During the year, no significant and material orders were passed by the
regulators or courts or tribunals impacting the going concern status and company's
operations in the future.
EXTRACT OF ANNUAL RETURN
The Annual return referred to in Sub Section (3) of Section 92 of the
Companies Act, 2013, for the financial year ended March 31, 2025 will be placed on the
website of the company at
https://nirmanagrigen.com/Investor-relation/index.php .
20. AUDITORS AND AUDITORS REPORT
A. STATUTORY AUDITORS
M/s. Devendra C Belan and Associates, Chartered Accountants having
(FRN: 126495W) were appointed as Statutory Auditors of the Company in the Annual General
Meeting held on September 30, 2023 for F.Y. 2023-24 to FY 2027-28 to hold the office from
the conclusion of 3rd AGM of the Company till the conclusion of 8th Annual General
Meeting.
B. SECRETARIAL AUDITORS
Pursuant to Section 204(1) of the Companies Act, 2013 the Company is
required to obtain Secretarial Audit Report and annex the same to the Boards Report.
Accordingly, the Board, at its meeting held on August 28, 2025, appointed M/s. Deepti
& Associates, Company Secretaries to conduct the Secretarial audit of the Company for
F.Y. 2024-25.
C. INTERNAL AUDITOR
M/s. MRJ & Company , Chartered Accountant (M.No.: 166237), is
appointed as Internal Auditor of the Company. He takes care of the internal audit and
controls, systems and processes in the Company.
AUDITOR'S REPORT AND SECRETERIAL AUDITOR'S REPORT Auditor's Report
The Auditors' Report for the Financial Year ended March 31, 2025 does
not contain any qualification, reservation, adverse remark, or disclaimer. The Notes on
financial statements referred to in the Auditor's Report are self-explanatory and do not
call for any further comments. No fraud has been reported by the Auditor under Section
143(12) of the Companies Act, 2013 requiring disclosure in the Board's Report.
As required by Listing Regulations, the Auditor's Certificate on
Corporate Governance is enclosed and forms a part of this report. The auditor's
certificate for Financial Year ending on 31 March, 2025 does not contain any
qualification, reservation or adverse remark.
Secretarial Auditor's Report
The Secretarial Audit Report is annexed as 'Annexure A' and forms an
integral part of this Report. The Secretarial Auditors have not expressed any
qualifications in their Secretarial Audit Report for the year under review. Being a SME
Listed Company, Pursuant to Regulation 24A of the Listing Regulations read with SEBI
Circular No. CIR/CFD/CMD1/27/2019 dated 08 February 2019, the Annual Secretarial
Compliance Report is not applicable to our Company.
21. CORPORATE SOCIAL RESPONSIBILITY POLICY
In compliance with the provisions of section 135 of Companies Act, 2013
and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has
adopted Corporate Social Responsibility Policy. The brief outline of the Corporate Social
Responsibility (CSR) Policy of the Company, Constitution Committee, the initiatives
undertaken by the Company on CSR activities during the year and other disclosures are set
out in 'Annexure- B' of this report in the format prescribed in the Companies (Corporate
Social Responsibility Policy) Rules, 2014.
22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
SECTION 186
Particulars of loans and investments made by the Company pursuant to
Section 186 of the Companies Act, 2013 are given in the notes to Financial Accounts, which
forms part of the Annual Report. The Company has not extended the corporate guarantee on
behalf of any other Company during the year under review.
23. PUBLIC DEPOSIT
The Company has neither accepted nor renewed any deposits during the
year.
24. RISK MANAGEMENT POLICY
The Board of Directors of the Company have framed a Risk Assessment and
Management Policy and are responsible for reviewing the risk management plan and ensuring
its effectiveness. The Audit Committee exercises additional oversight in the area of
financial risks and controls. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing basis.
25. RELATED PARTIES TRANSACTIONS
All Related Party Transactions (RPT) that were entered into during the
financial year were on an arm's length basis and in the ordinary course of business. The
disclosure of material RPT is required to be made under Section 134(3)(h) read with
Section 188(2) of the Companies Act, 2013 in Form AOC 2 is attached as 'Annexure C'
forming part of this Report. The details of the material RPT, entered into during the year
by the Company as approved by the Board, is given as Annexure to this Report. Your
Directors draw your attention to Notes to the Standalone and Consolidated financial
statements, which set out related party disclosures. Loans and advances in the nature of
loans to subsidiaries and Associates, transactions of the listed entity with any person or
entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in
the listed entity is also disclosed on Notes to the Standalone and Consolidated financial
statements
26. INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE
The Code of Practices and Procedures for Fair Disclosure of Unpublished
Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating,
Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the
SEBI (Prohibition of Insider Trading) Regulation, 2015 and in view of recent amendments to
the SEBI (Prohibition of Insider Trading) 2015 by SEBI (Prohibition of Insider Trading)
(Amendment) Regulations, 2018, the Policy on Determination of Legitimate purpose and the
Policy on inquiry in case of leak or suspected leak of UPSI are adopted by the Company and
are made available on the Website of the Company. Weblink: https://nirmanagrigen.com/wp-content/uploads/2023/04/6.%20NAGL_Code%20of%20Conduct%20for%2
0prevention%20of%20Insider%20Trading.pdf
27. MANAGEMENT'S DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under
review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 forms part of this Report.
28. CORPORATE GOVERNANCE REPORT
In accordance with SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Corporate Governance provisions are not mandatory for the
Company, as it is listed as a Small and Medium-sized Enterprise (SME).
29. GENERAL SHAREHOLDER INFORMATION
A |
AGM: Day, Date, Time and
Venue |
Monday September 30, 2025, at
1:00 P.M through V.C |
B |
Financial Year |
2024 - 25 |
C |
Cut-off date for the purpose
of determining shareholders for voting |
September 23, 2025 |
D |
Listing on Stock Exchanges |
NSE -Emerge |
E |
Scrip Code/Symbol |
NIRMAN |
F |
ISIN |
INE0OK701014 |
G |
Payment of Listing Fees |
The Company has paid Annual
Listing fees due to the stock exchange for the financial year 2024- 2025 |
H |
Market Price Data (High, Low
during each month in last financial year 2024-25) |
*Refer Table on next page |
I |
Registrar and Share Transfer
Agents |
Bigshare Services Private
Limited |
MARKET PRICE DATA
MONTH |
HIGH |
LOW |
April 2024 |
240.00 |
176.05 |
May 2024 |
252.00 |
195.00 |
June 2024 |
230.00 |
182.95 |
July 2024 |
460.50 |
207.85 |
August 2024 |
484.40 |
343.55 |
September 2024 |
444.95 |
329.15 |
October 2024 |
364.00 |
302.10 |
November 2024 |
411.00 |
324.00 |
December 2024 |
415.00 |
377.50 |
January 2025 |
456.00 |
333.50 |
February 2025 |
390.35 |
228.45 |
March 2025 |
256.45 |
177.05 |
SHAREHOLDING PATTERN AS ON MARCH 31,2025
Sr. No. |
Category |
Shareholders |
No. of Shares Held |
Percentage of holding |
01 |
Promoter and Promoter Group |
5 |
46,42,444 |
57.96 |
02 |
Institutions Domestic |
0 |
- |
- |
03 |
Institutions Foreign |
3 |
3318 |
0.04 |
04 |
Directors and their relatives |
- |
- |
- |
05 |
KMP |
- |
- |
- |
06 |
Individual shareholders
holding nominal shares Capital upto 2 lakhs |
2,697 |
25,82,400 |
32.24 |
07 |
Individual shareholders
holding nominal shares Capital in excess of 2 lakhs |
9 |
4,99,112 |
6.23 |
08 |
NRI |
89 |
92,118 |
1.15 |
09 |
Bodies corporate |
25 |
80,188 |
1.00 |
10 |
Any Other |
67 |
1,10,096 |
1.38 |
100.00 |
2,895 |
80,09,676 |
100.00 |
30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The company has in place a policy for prevention of sexual harassment
in accordance with the requirements of the Sexual Harassment of women at workplace
(Prevention, Prohibition & Redressal) Act, 2013. During the year, following complaints
are received, disposed off and pending:
Sr. No. |
Particulars |
No. of Complaints |
01 |
Number of Complaints of
Sexual Harassment received during the FY |
0 |
02 |
Number of Complaints
disposed-off during the FY |
0 |
03 |
Number of Cases pending at
the end of FY for more than Ninety days |
0 |
31. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT,
1961:
Company is in Compliance with provisions relating to the MATERNITY
Benefit Act, 1961 during the Year under review i.e. FY 2024-25.
32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREGIN EXCHANGE
EARNING AND OUTGO
A. Conversation of Energy
Steps taken or impact on conservation of energy: Nil Steps taken for
utilising alternate sources of energy: Nil Capital Investment on Energy Conservation
Equipment: Nil
B. Technology Absorption
Efforts made towards technology absorption: Nil
Benefits derived like product improvement, cost reduction, product
development or import substitution: Nil
Information regarding technology imported, during the last 3 years: Nil
Expenditure incurred on Research and Development: Nil
C. Foreign Exchange Earnings and Outgo
The Foreign Exchange earned in terms of actual inflows during the year
and the Foreign Exchange outgo during the year in terms of actual outflows
Particulars |
2024 - 25 |
2023 - 24 |
Total Foreign Exchange earned |
NIL |
NIL |
Total Foreign Exchange Outgo |
NIL |
NIL |
33. PARTICULARS OF EMPLOYEES
Pursuant to Section 197 of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of
employees are attached as 'Annexure D' forming part of this Report.
The information required under Rule 5(2) and (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in the
Annexure forming part of this Report. In terms of the proviso to Section 136 of the Act,
the Report and Accounts are being sent to the Members excluding the aforesaid.
34. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
The Company did not have any funds lying unpaid or unclaimed for a
period of seven year. Therefore, there were no funds which were required to be transferred
to Investor Education and Protection Fund (IEPF).
35. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India on the Board Meetings and General
Meeting.
36. DISCLOSERS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
There are no applications made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status
as at the end of the financial year.
37. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THERE OF
As Company has not done any one-time settlement during the year under
review hence no disclosure is required.
38. ACKNOWLEDGEMENTS
The Directors wish to place on record their sincere appreciation for
excellent support received from the Banks and financial institutions during the financial
year under review. Your directors also express their warm appreciation to all employees
for their contribution to your Company's performance and for their superior levels of
competence, dedication and commitment to the growth of the Company. The Directors are also
grateful to you, the Shareholders, for the confidence you continue to repose in the
Company.
Annexure-A FORM NO. MR - 3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL
YEAR 2024-25 ENDING MARCH 31, 2025
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
Nirman Agri Genetics Limited
CIN: L01110MH2020PLC344089
3rd floor, Samarth House, Opposite Titan
World, Mahatma Nagar, Nashik, India, 422005
We have conducted the Annual Secretarial Compliance Audit of applicable
provisions under the Companies Act, 2013, and SEBI (Securities and Exchange Board of
India) Regulations and the circulars/ guidelines issued thereunder for the Financial Year
2024-25 ending on March 31, 2025 ('the audit period') for Nirman Agri Genetics Limited (the
Company). The Secretarial Audit was conducted in a manner that provided us a reasonable
basis for evaluating corporate conducts / statutory compliances and expressing our opinion
thereon.
Based on our verification of the Company's books, papers, minute books,
forms and returns filed and other records maintained by the company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit; we hereby report that in our opinion, the company
has, during the audit period covering the financial year ended on March 31, 2025 complied
with the statutory provisions listed hereunder and also that the Company has proper
Board-processes and compliance mechanism in place to the extent, in the manner and subject
to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the financial year ended on March
31, 2025 according to the provisions of:
1. The Companies Act, 2013 (the Act) and the Rules made thereunder (as
amended from time to time);
2. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the
Rules made thereunder;
3. The Depositories Act, 1996 and the Regulations and Byelaws framed
thereunder;
4. Foreign Exchange Management Act, 1999 and the Rules and Regulations
made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and
External Commercial Borrowings;
5. The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992('SEBI Act'):
a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018;
d) The Securities and Exchange Board of India (Employee Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; (Not Applicable as the
Company has not issued any such benefits during the year under review)
e) The Securities and Exchange Board of India (Issue and Listing of
Debt Securities) Regulations, 2008;
( Not Applicable as the neither Company has existing Debt Securities
nor have issued any fresh debt securities during the year under review);
f) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client;
g) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021; (Not Applicable as the securities of the Company have not
been delisted from any Stock Exchange during the year under review);
h) The Securities and Exchange Board of India (Buy Back of Securities)
Regulations, 2018; (Not applicable as the Company has not bought back any of its
securities during the financial year under review);
i) The Securities and Exchange Board of India (Share Based Employee
Benefits & Sweat Equity) Regulations, 2021 - (Not applicable as the Company has not
issued any Share Based Employee Benefits & Sweat Equity during the financial year
under review); and
j) Securities and Exchange Board of India (Investor Protection and
Education Fund) Regulations, 2009.
We have also examined compliance with the applicable Standards /
Clauses / Regulations of the following:
Secretarial Standards viz. SS-1 & SS-2 issued by The Institute of
Company Secretaries of India;
SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 entered into by the Company with the Stock Exchange;
We report that:
During the Audit period under review, the Company has generally
complied with all material aspects of the applicable provisions of the Act, Rules,
Regulations, Guidelines, Standards etc. as mentioned above, subject to following remarks
and observations:
A. The Companies Act, 2013 (the Act) and the Rules made thereunder (as
amended from time to time);
1. Non-Compliance of Section 137 - Non-Filing of Form AOC-4 XBRL for FY
2022-23
As per Section 137 of the Companies Act, 2013, read with Rule 12(2) of
the Companies (Accounts) Rules, 2014 and the Companies (Filing of Documents and Forms in
Extensible Business Reporting Language) Rules, 2015, listed companies are required to file
their financial statements in Form AOC-4 XBRL within 30 days of the Annual General
Meeting. The Company has not filed Form AOC-4 XBRL for the financial year
2022- 23 as of the date of this report, resulting in non-compliance
with the statutory filing requirements.
2. Non-Compliance of Section 137 - Non-Filing of Form AOC-4 XBRL for FY
2023-24 and CSR-2 for FY
2023- 24
As per Section 137 of the Companies Act, 2013, read with Rule 12(2) of
the Companies (Accounts) Rules, 2014 and the Companies (Filing of Documents and Forms in
Extensible Business Reporting Language) Rules, 2015, every listed company is required to
file its financial statements in Form AOC-4 XBRL within 30 days from the date of its
Annual General Meeting. As of the date of this report, the Company has not filed Form
AOC-4 XBRL for the financial year 2023-24, thereby resulting in non-compliance with the
statutory filing requirements.
Further, in accordance with Rule 12(1B) of the Companies (Accounts)
Rules, 2014, as amended by the Companies (Accounts) Amendment Rules, 2025, Form CSR-2 for
the financial year 2023-24 is required to be filed separately on or before 30th June,
2025, subsequent to the filing of Form AOC-4 XBRL. Since the Company has not filed Form
AOC-4 XBRL, the filing of Form CSR-2 also remains pending, thereby compounding the
non-compliance under the applicable provisions.
3. Delayed Compliance of Section 12(4) - Delay in Filing Notice of
Change in Registered Office
As per Section 12(4) of the Companies Act, 2013, any change in the
situation of the registered office must be notified to the Registrar of Companies within
fifteen days of such change. Although the Company has filed notice of change in the
registered office, the filing was delayed and completed on August 08, 2025 with additional
fees, which is beyond the prescribed statutory timeline, resulting in partial
non-compliance with the provision.
4. Delayed Filing of Return of Allotment - Form PAS-3 (Section 39(4)
& Rule 12 of the Companies (Prospectus and Allotment of Securities) Rules, 2014)
As per Section 39(4) of the Companies Act, 2013 read with Rule 12 of
the Companies (Prospectus and Allotment of Securities) Rules, 2014, every company is
required to file Form PAS-3 with the Registrar of Companies within 30 days from the date
of allotment of securities. The Company made an allotment pursuant to a rights issue on
August 29, 2024, but filed Form PAS-3 only on October 18, 2025 with additional fees, which
is significantly beyond the prescribed 30-day period. This delay constitutes a
non-compliance with the statutory requirement.
5. Non-Filing of Form MGT-14 for Board Resolution Approving Rights
Issue - Section 117(1) & Section 179(3)(c) of the Companies Act, 2013
As per Section 117(1) read with Section 179(3)(c) of the Companies Act,
2013, a company is required to file Form MGT-14 with the Registrar of Companies within 30
days of passing a board resolution for the issue of securities, including rights issues.
In this case, the Board of Directors approved the rights issue on March 09, 2024, but the
Company has not filed Form MGT-14 in respect of this resolution, resulting in
non-compliance with the statutory filing requirements.
6. Non-Appointment of Internal Auditor - Section 138
As per Section 138 of the Companies Act, 2013, read with Rule 13 of the
Companies (Accounts) Rules, 2014, Every listed company is mandatorily required to appoint
an internal auditor. The Company falls within the prescribed criteria but has not
appointed an Internal Auditor as of the date of this report, resulting in non-compliance
with the statutory requirement.
B. Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015
1. Non-Compliance with SEBI LODR Regulation 26A (2) - Non-Filing of
Vacancy of Chief Financial Officer
As per Regulation 26A (2) of the SEBI (LODR) Regulations, 2015, any
vacancy in the office of the Chief Financial Officer (CFO) of a listed entity must be
filled at the earliest and in any case not later than three months from the date of such
vacancy. The CFO of the Company resigned on January 08, 2025, and the vacancy remained
unfilled beyond the prescribed three-month period, resulting in non-compliance with the
said regulation
2. Non-Compliance with Regulation 32 - Statement of Deviation and
Auditor's Certificate
As per Regulation 32(1) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a listed entity that raises funds through a rights issue
is required to:
Submit a Statement of Deviation or Variation on a quarterly basis,
within 45 days from the end of each quarter, until the funds are fully utilized or the
stated purpose is achieved.
Prepare an annual statement of funds utilized for purposes other than
those stated in the offer document, certified by the statutory auditors, and place it
before the Audit Committee for review In the present case, the Company raised funds
through a rights issue in August 2024 but did not submit the Statement of Deviation within
the prescribed timeline to the Stock Exchange. Additionally, the Company failed to submit
the statutory auditor's certificate for the utilization of funds, the applicability of
which was triggered in the quarter ending September 2024. These lapses constitute
non-compliance with the provisions of Regulation 32.
3. Regulation 46 - Website Not Aligned with SEBILODR Requirements
As per Regulation 46 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, listed entities are required to maintain a
functional website containing updated information including financial results,
shareholding patterns, policies, and other disclosures mandated under the regulations. The
Company's website has not been updated in accordance with these requirements.
C. Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015
As per Regulation 3(5) & 3(6) of SEBI (Prohibition of Insider
Trading) Regulations, 2015, there were delays by Company in entering UPSI Sharing Entries
in software (Structured Digital Database) for the period under review.
We further report that:
We have also examined, on test-check basis, the relevant documents,
certificates and licenses maintained by the Company according to the following laws
applicable specifically to the Company:
a) The Seeds Act, 1966
b) Protection of Plant Varieties and Farmers Rights Act, 2001
c) Agriculturists' Loans Act, 1884.
d) The Information Technology Act, 2000
e) The Indian Contract Act, 1872
f) Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013
g) Intellectual Property Laws
h) Goods and Service Tax Laws - to the extent of filing of return and
forms.
i) Income Tax Act 1962 - to the extent of filing of return and forms.
j) The Consumer Protection Act, 1986
k) Labour laws
l) The Data Protection Act (currently at the stage of Bill)
In absence of documents and details, we cannot opine / comment on the
compliance with respect to registration, validity, payment of sums as mentioned in
particulars acts / legislations and details mentioned for compliances for below
legislation:
We further report that:
Based on the review of compliance mechanism established by the Company,
the information provided by the Company, its officers and authorized representatives
during the conduct of the audit, there are adequate systems and processes in the Company
commensurate with the size and operations of the Company to monitor and ensure compliance
with applicable general laws, rules, regulations and guidelines.
We further report that:
The compliance by the Company of the applicable financial laws like
Direct and Indirect Tax laws, technicalities of presentation, figures and numbers as per
Schedule III of Companies Act, 2013 have not been reviewed in this Audit since the same
have been subject to the review by the Statutory Auditor(s) and other designated
professionals.
We further report that:
During the audit period there were no events/ actions having a major
bearing on the Company's affairs in pursuance of the above referred Laws, Rules,
Regulations, Guidelines, Standards, etc.
We further report that:
The Board of Directors of the Company is duly constituted with proper
balance of executive directors, non-executive directors and independent directors
including one woman director. There were changes in the composition of the Board of
Directors during the period under review.
Adequate notices were given to all directors for the Board Meetings,
including Committees thereof, along with agenda and detailed notes on agenda at least
seven days in advance, and a system exists for seeking and obtaining further information
and clarifications on the agenda items before the meeting and for meaningful participation
at the meeting by the directors. The decisions were carried unanimously.
I further report that during the period under review, the company has
taken the following decisions which have major bearing on the Company's affair in
pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.
a) During the period under review there were following changes in Key
Management Personnel (KMP)
Name of Director/KMP |
Date of change |
Reason |
Sandipan Baburao Bhawar |
January 08, 2025 |
Resigned from the position of
Chief Financial Officer for better prospects |
Note: This report is to be read with our letter of even date which
is annexed as Annexure -A and forms an integral part of this report
ANNEXURE TO SECRETARIAL AUDIT REPORT To,
The Members,
Nirman Agri Genetics Limited
3rd floor, Samarth House, Opposite Titan World, Mahatma Nagar, Nashik,
India, 422005
Based on audit, our responsibility is to express an opinion on the
compliance with the applicable laws and maintenance of records by the Company.
We conducted our audit in accordance with the auditing standards CSAS-1
to CSAS-4 ("CSAS") prescribed by the ICSI. These standards require that the
auditor complies with statutory and regulatory requirements and plans and performs the
audit to obtain reasonable assurance about compliance with applicable laws and maintenance
of records.
Maintenance of secretarial record is the responsibility of the
management of the Company. Our responsibility is to express an opinion on these
secretarial records based on our audit.
1. We have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
secretarial records. The verification was done on the random test basis to ensure that
correct facts are reflected in secretarial records. We believe that the processes and
practices, we followed provide a reasonable basis for our opinion.
2. We have not verified the correctness and appropriateness of
financial records and Books of Accounts of the Company.
3. Wherever required, we have obtained the Management representation
about the compliance of laws, rules and regulations and happening of events etc.
4. The compliance of the provisions of the Corporate and other
applicable laws, rules, regulations, standards is the responsibility of management. Our
examination was limited to the verification of procedures on random test basis.
5. The Secretarial Audit report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
ANNEXURE B
1. Brief Outline of CSR Policy of the Company:
Corporate Social Responsibility (CSR) is a significant part of our
overall sustainability policy, encompassing social, economic, and environmental actions.
The policy aims to demonstrate care for the community through its focus on education,
healthcare, community development projects/programs, etc., and to support local
institutions/NGOs in addressing the needs of marginalized and underserved communities to
help them become self-reliant. These efforts are preferably undertaken in the local area
and around our work centers/project sites, or in other areas if public needs so demand.
The Company approaches CSR strategically to ensure a sustainable future
for people and the planet. By focusing our talent, technology, and capital on social
welfare, healthcare issues, and educational concerns, we strive to enact positive social
change in society.
2. Composition of CSR Committee: Not Applicable
3. Web-Link for CSR Disclosure: The Composition of CSR Committee,
CSR Policy, and CSR projects approved by the Board are disclosed on the company's website
at: https://nirmanagrigen.com/wp-content/uploads/2025/CSR.pdf
- PDF link https://www.mrmanagrigen.com/PoUcies/PoUcies.php
- Policies Page link
4. Impact Assessment of CSR Projects:
Details of the impact assessment of CSR projects carried out in
pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014, if applicable (attach the report): Not Applicable
5. CSR Obligation for the Financial Year:
Sr.No Particulars |
Amount In Rs. |
a Average net profit of the
company as per sub-section (5) of section 135 |
12,15,735 |
b Two percent of average net
profit of the company as per sub-section (5) of section 135 |
24,315/- |
c Surplus arising out of the
CSR Projects or programmes or activities of the previous financial years. |
NIL |
d Amount required to be
set-off for the financial year, if any. |
NIL |
Total CSR obligation for
the financial year [(a) +(b)-(d)]. |
24,315 |
Total Amount Spent
for the Financial Year (in Rs.) |
Amount Unspent
(in Rs.) |
Total Amount
transferred to Unspent CSR Account as per section 135(6) |
Amount
transferred to any fund specified under Schedule VII as per second proviso to section
135(5) |
| Amount |
Date of transfer |
Name of fund |
Amount |
Date of transfer |
24,315 |
N.A. |
Prime Minister's National
Relief Fund |
24,315 |
31-03-2025 |
(b) Details of CSR Amount Spent Against Ongoing Projects for the
Financial Year: There are no ongoing projects of the company for the financial year.
|
|
|
|
|
|
|
|
|
|
|
|
|
\ |
No. Name of the project |
Item from the List of Activities
in Schedule VII to the Act |
Local
Area
(Yes/
No) |
Location of the Project |
Project
Duration |
Amount Allocated for the
Project (in Rs.) |
Amount
Spent
in the
Current
Financial
Year
(in
Rs.) |
Amount
Transferred to
Unspent
CSR
Account
for the
Project
as per
Section
135(6)
(in Rs.) |
Mode of Implementation
Direct
(Yes/No) |
Mode of Implementation
Through Implementing Agency |
State |
District |
Name |
CSR
Registration
Number |
V |
|
|
|
|
|
|
N.A. |
|
|
|
|
|
|
(c) Details of CSR Amount Spent Against Other than Ongoing Projects for
the Financial Year:
Sr. No. Name of the
Project |
Item from the List
of Activities in Schedule VII to the Act |
Local
Area
(Yes/No) |
Location of the
Project |
Amount Spent for the
Project (In Rs.) |
Mode of
Implementation
Direct
(Yes/No) |
Mode of
Implementation Through
Implementing Agency |
| Name |
CSR
Registration
Number |
N.A.. |
(d) Amount Spent in Administrative Overheads: Nil
(e) Amount Spent on Impact Assessment, if Applicable: Nil
(f) Total Amount Spent for the Financial Year (6a+6b+6c+6d+6e): Rs.
24,315/-
(g) Excess Amount for Set-off, if Any: Nil
Sr.No Particulars |
Amount In Rs. |
i Two percent of average net
profit of the company as per Section 135(5) |
Rs. 24,315/- |
ii Total amount spent for the
Financial Year |
Rs. 24,315/- |
iii Excess amount spent for
the financial year [(ii) - (i)] |
NIL |
iv Surplus arising out of the
CSR projects or programmes or activities of the previous financial years, if any |
NIL |
v Amount available for set-off
in succeeding financial years [(iii) - (iv)] |
NIL |
7. Details of Unspent CSR amount for the preceding three Financial
Years:
(a) Details of Unspent CSR Amount for the Preceding Three Financial
Years: Nil
(b) Details of CSR Amount Spent in the Financial Year for Ongoing
Projects of the Preceding Financial Year(s): Nil
8. Creation or Acquisition of Capital Assets:
(a) Date of creation or acquisition of the capital asset(s): Not
Applicable
(b) Amount of CSR Spent for Creation or Acquisition of Capital Asset:
Nil
(c) Details of the entity or public authority or beneficiary under
whose name such capital asset is registered, their address etc.: Not Applicable
(d) Details of the capital asset(s) created or acquired (including
complete address and location of the capital asset): Not Applicable
Specify the reason(s), if the company has failed to spend two percent
of the average net profit as per Section 135(5): Not Applicable
Annexure-C Form No. AOC-2
(Pursuant to clause (h) of Sub-Section (3) of Section 134 of the Act
and Rule 8(2) of the Companies (Accounts) Rules,
2014)
Form for disclosure of particulars of contracts/arrangements entered
into by the company with related parties referred to in Sub-Section (1) of Section 188 of
the Companies Act, 2013 including certain arm's length transactions under third proviso
thereto:
1. Details of contracts or arrangements or transactions not at arm's
length basis: NIL
2. Details of material contracts or arrangement or transactions at
arm's length basis
In Lakhs
Sr. No. Corporate
identity number (CIN) or Permanent Account Number
(PAN)/Passpo rt for individuals or any other registration |
Name(s) of the related party
and nature of relationship |
Nature of contracts/
arrangements / Transactions |
Amount |
Duration of the contracts /
arrangements / transactions |
Salient terms of the
contracts or
Arrangements
or
transactions including the value, if any |
Date(s)
of
approval by the Board |
Amount paid as advance s, if
any: |
1 EHJPB8209L |
Pranav Kailas Bagal (Managing
Director) |
Remuneration |
Rs. 12 |
April 1, 2024 to March 31, 2025 |
|
April 17, 2025 |
|
Annexure-D
Statement of Disclosure of Remuneration under Section 197 of the
Companies Act, 2013 and Rule 5 (1) of Companies. (Appointment and Remuneration of
Managerial Personnel) Rules,
2014.
1. Ratio of the remuneration of each Director to the median
remuneration of Employees of the Company for the financial year 2024-25, the percentage
increase in remuneration of Directors, Chief Financial Officer and Company Secretary
during the financial year 2024-25:
In Lakhs
Name |
Designation. |
Remuneration of Director /
KMP for FY 2024 - 25 |
Remuneration of Director/
KMP for the FY 2023 - 24 |
% increase In Remuneration
in the Financial Year 2024 - 25 |
Ratio of remuneration of
each Director / To median remuneration of employees |
Pranav Kailas Bagal |
Managing
Director |
12 |
12 |
- |
6.76% |
Avinash Bhimrao Bagal |
Non -Executive Director |
0.00 |
0.00 |
- |
0.00% |
Sandipan Baburao Bhawar
(Upto January 08, 2025) |
Chief Financial Officer |
8.80 |
9.10 |
3.41% |
4.95% |
Khushbu Kushan Shah |
Company
Secretary |
2.40 |
- |
- |
1.35% |
I. Percentage increase in remuneration of each Director, Chief
Financial Officer, Company Secretary in the financial year - as stated above in item No.
(I)-
II. Percentage increase in the median remuneration of employees in the
financial year-
The Median remuneration of employees was 23-20
during the year 2024-25 as compared to
21.10 in the previous year. During the year under review, there
is an increase of 9.95 % in
the median remuneration of employees due to increase in salary.
III. Number of permanent employees on the rolls of Company -
The Company has 38 permanent employees on its rolls
as on 31 March, 2025.
IV. Affirmation that the remuneration is as per the remuneration policy
of the Company.
During the period under review, the Company has paid the managerial
remuneration as per the Special Resolution passed at the Extra Ordinary General Meeting of
the Company.
V. The statement containing names of top ten employees in terms of
remuneration drawn and the particulars of employees as required under Section 197(12) of
the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is not applicable to the Company.