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

FINANCIAL RESULTS:

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

STATE OF COMPANY’S AFFAIRS:

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

DIVIDEND:

Your Directors do not recommended any dividend during the year.

CHANGE OF REGISTERED OFFICE:

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

THE AMOUNTS COMPANY PROPOSES TO CARRY TO ANY RESERVES:

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

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

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

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

SHARE CAPITAL
Authorised Share Capital:

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

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

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY:

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

DIRECTORS & KEY MANAGERIAL PERSONNEL:

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

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

a) Change in the Board during the year:

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

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

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

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

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

b) Retirement by rotation:

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

c) Declaration of Independence:

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

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

d) Performance Evaluation:

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

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

e) Key Managerial Personnel:

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

• Pankajkumar Patel - Managing Director and Chief Financial Officer

• Shilpa Bansal - Company Secretary*

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

f) Board Committees:

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

(1) Audit Committee

(2) Nomination and Remuneration Committee and

(3) Stakeholders Relationship Committee.

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

DIRECTORS’ RESPONSIBILITY STATEMENT:

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

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

2. the directors had selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company
as at 31^st March, 2025 and of the profit and loss of the Company for the said period;

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

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

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

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

DEPOSITS FROM PUBLIC:

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

CORPORATE GOVERNANCE:

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

AUDITOR

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

a) Statutory Auditors:

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

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

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

Audit Report of the Statutory Auditor

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

b) Secretarial Auditors:

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

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

c) Cost auditor:

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

d) Internal Auditor

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

ANNUAL RETURN:

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

DEMATERIALIZATION OF SHARES:

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

ISIN: INE098E01026

MANAGEMENT’S DISCUSSION AND ANALYSIS:

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

PARTICULARS OF CONTRACTS AND ARRANGEMENTS MADE WITH RELATED PARTIES:

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

The details of related party transactions are annexed to this Board Report in Form AOC-2 and marked as “Annexure
D” to this report.

POLICY ON DIRECTORS’ APPOINTEMENT AND REMUNERATION AND OTHER DETAILS:

The Nomination and Remuneration Committee of the Company formulates the criteria for determining
qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to
the remuneration for the directors, key managerial personnel and other employees.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

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

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

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

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

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

EQUTIY SUSPENSE ACCOUNT:

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

VIGIL MECHANISM:

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

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

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

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:

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

REMUNERATION POLICY

Remuneration to Executive Directors:

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

Remuneration to Non-Executive Directors:

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

PARTICULARS OF EMPLOYEES:

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

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

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

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

The Company has not received any complaints of work place complaints, including complaints on
sexual harassment during the year under review. OR The following is a summary of complaints
received and resolved during the reporting period:

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

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

ACKNOWLEDGEMENT:

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

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

Sd/-

PANKAJKUMR PATEL
DIN: 09054613

Managing Director and Chairperson

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