As on: Sep 13, 2025 02:10 PM
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)
Total Revenue from Operations
Other Income
Total Income
Total Expenses
Profit Before Tax
Provision for Income Tax
i. Current Tax
ii. Deferred Tax
iii. Short/Excess
Profit for the Year
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
29/08/2024
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
Pranav Kailas Bagal
Prakash Narayandas Sawana
Aviansh Bhimrao Bagal
Abhishek Shivnarayan Gupta
Riddhi Nitin Aher (Up to May 30, 2025)
Sandipan Baburao Bhawar (Up to January 08, 2025)
Khushbu Kushan Shah (Up to July 12, 2025)
Kailas Pandharinath Pagare (w.e.f. May 30, 2025)
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
Mr. Sandipan Baburao Bhawar
Mrs. Khushbu Kushan Shah
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.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
The details of meetings attended by the Directors are as follows: Attendance (or Audit Committee Meeting:
No. of Meeting
Mr. Prakash Narayandas Sawana
Mr. Abhishek Shivnarayan Gupta
Ms. Riddhi Nitin Aher
Mr. Avinash Bhimrao Bagal
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:
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:
Mr. Kailas Pandharinath Pagare
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.
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:
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:
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:
Held
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
Ms.Riddhi Nitin Aher
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:
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:
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
B
C
D
E
F
G
H
I
MARKET PRICE DATA
MONTH
April 2024
May 2024
June 2024
July 2024
August 2024
September 2024
October 2024
November 2024
December 2024
January 2025
February 2025
March 2025
SHAREHOLDING PATTERN AS ON MARCH 31,2025
01
02
03
04
05
06
07
08
09
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:
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
Total Foreign Exchange earned
Total Foreign Exchange Outgo
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]
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:
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.
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.
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.
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
Sandipan Baburao Bhawar
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,
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
a Average net profit of the company as per sub-section (5) of section 135
b Two percent of average net profit of the company as per sub-section (5) of section 135
c Surplus arising out of the CSR Projects or programmes or activities of the previous financial years.
d Amount required to be set-off for the financial year, if any.
Total CSR obligation for the financial year [(a) +(b)-(d)].
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)
24,315
N.A.
(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
Area
(Yes/
No)
Duration
Project (in Rs.)
Spent
in the
Current
Financial
Year
(in
Rs.)
Transferred to
Unspent
CSR
Account
for the
Project
as per
Section
135(6)
(in Rs.)
Direct
(Yes/No)
Through Implementing Agency
Registration
Number
V
(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
Location of the Project
Amount Spent for the Project (In Rs.)
Mode of Implementation
Mode of Implementation Through
Implementing Agency
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
i Two percent of average net profit of the company as per Section 135(5)
ii Total amount spent for the Financial Year
iii Excess amount spent for the financial year [(ii) - (i)]
iv Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any
v Amount available for set-off in succeeding financial years [(iii) - (iv)]
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
contracts or
Arrangements
or
transactions including the value, if any
of
approval by the Board
1 EHJPB8209L
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:
Director
Avinash Bhimrao Bagal
(Upto January 08, 2025)
Khushbu Kushan Shah
Secretary
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.