డైరెక్టర్ల నివేదిక City Crops Agro Ltd.

Mar 31, 2025

Your Directors hereby present the 12^th Board''s Report on the Business and Operations of the Company together with the Audited Financial Statements along with the Auditor''s Report for the Financial Year ended on 31^st March, 2025.

1. FINANCIAL RESULTS:

The financial performance of the Company for the Financial Year ended on 31^st March, 2025 and the previous financial year ended on 31^st March, 2024 is summarized as below:

(Rs. in Lakhs)
Particulars	2024-25	2023-24
Revenue from Operations	5591.71	4520.04
Other Income	-	-
Total Income	5591.71	4520.04
Total Expenses	5333.94	4261.77
Profit / Loss Before Exceptional and Extra Ordinary	257.76	258.26
Items and Tax
Exceptional and Extra Ordinary Items	-	-
Profit / Loss Before Tax	257.76	258.26
Tax Expense: Current Tax	10.03	30.37
Deferred Tax	0.05	(0.09)
Profit / Loss for the Period / After Tax	247.69	227.98
Earnings Per Share (EPS)
Basic	1.52	1.73
Diluted	1.52	1.73

2. OPERATIONS:

Total revenue from operations for Financial Year 2024-25 is Rs. 5591.71 Lakhs compared to the total revenue from operations of Rs. 4520.04 Lakhs of previous Financial Year. The Company has incurred Profit before tax for the Financial Year 2024-25 of Rs. 257.76 Lakhs as compared to Profit of Rs. 258.26 Lakhs of previous Financial Year. Net Profit after Tax for the Financial Year 2024-25 is Rs. 247.69 Lakhs as against Net Profit of Rs. 227.98 Lakhs of previous Financial Year.

The Directors are continuously looking for the new avenues for future growth of the Company and expect more growth in the future period.

3. CHANGE IN NATURE OF BUSINESS. IF ANY:

During the Financial Year 2024-25 there was no changes in nature of Business of the Company.

4. SHARE CAPITAL:A. AUTHORISED SHARE CAPITAL:

The authorised Equity share capital of the Company as on 31^st March, 2025 is Rs. 25,00,00,000/-(Rupees Twenty five Crores Only) divided into 2,50,00,000(Two Crores Fifty Lakhs Only) Equity Shares of Rs. 10.00/- (Rupees Ten Only) each.

B. PAID-UP SHARE CAPITAL:

The paid-up Equity share capital of the Company as on 31^st March, 2025 is Rs. 16,31,67,600/-(Rupees Sixteen Crores Thirty one Lakhs Sixty-Seven Thousand Six Hundred Only) divided into 1,63,16,760 (One Crore Sixty three lakhs sixteen thousand seven hundred sixty only) equity shares of Rs. 10/- (Rupees Ten Only) each.

During the year under review, the Board has approved the issuance of 85,00,000 (Eighty Five Lakhs) warrants at the Rate of Rs. 28/- (which includes Rs. 10/- each face value and Rs. 18/-each Premium) each convertible into, or exchangeable for 1 (one) fully paid-up equity share of the Company of face value of Rs. 10/- each to the allottees on a preferential issue basis

5. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your directors do not recommend any dividend for the Financial Year 2024-25 (Previous Year - Nil).

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund (“IEPF”). During the year under review, there was no unpaid or unclaimed dividend in the “Unpaid Dividend Account” lying for a period of seven years from the date of transfer of such unpaid dividend to the said account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.

7. TRANSFER TO OTHER EQUITY:

The profit of the Company for the Financial Year ending on 31^st March, 2025 is transferred to profit and loss account of the Company under Reserves and Surplus.

8. WEBLINK ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the Company''s website at www.citucropagro.in.

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

• Issue of Convertible Warrants on a Preferential basis:

The Board has approved the issuance of 85,00,000 (Eighty-Five Lakhs) warrants at the Rate of Rs. 28/- (which includes Rs. 10/- each face value and Rs. 18/- each Premium) each convertible into, or exchangeable for 1 (one) fully paid-up equity share of the Company of face value of Rs. 10/- each to the allottees on a preferential issue basis

10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.

11. MEETINGS OF THE BOARD OF DIRECTORS:

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Company''s policies and strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 5 (five) times viz. 30^th May, 2024, 27^th June, 2024, 4^th October, 2024, 14^th November, 2024, 25^th February, 2025.

12. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a In the preparation of the Annual Accounts, for the year ended on 31^st March, 2025 the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there is no material departure from the same;

b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for the financial year ended on 31^st March, 2025.

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the Annual Accounts on a going concern basis;

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

£ The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as the Company does not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate Social Responsibility.

14. STATUTORY AUDITOR AND AUDITOR''S REPORT

The Members of the Company at the Annual General Meeting held on 30^th September, 2022, approved the appointment of M/s VSSB & Associates, Chartered Accountants, Jamnagar (FRN: 121356W) as the Statutory Auditors of the Company for the Financial Years 2022-23 to 2026-27 from the conclusion of 9^th Annual General Meeting till of 14^th Annual General Meeting of the Company to be held in the year 2027. The report issued by Statutory Auditors for financial year 2024-25 does not contain any qualifications or adverse remarks. The Statutory Auditors have not reported any frauds under Section 143(12) of the Act. Maintenance of cost records as specified under Companies Act, 2013 is not applicable to the Company.

15. PARTICULARS OF LOANS. GUARANTEES. SECURITIES COVERED OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT. 2013:

The details of loans, investment, guarantees and securities covered under the provisions of section 186 of the Companies Act, 2013 are provided in the financial statement.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year under review, all the Related Party Transactions were entered at arm''s length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations.

Pursuant to Section 188 of the Act read with rules made thereunder and Regulation 23 of the Listing Regulations, all Material Related Party Transactions (“material RPTs”) require prior approval of the shareholders of the Company vide ordinary resolution.

The Company has formulated and adopted a policy on dealing with related party transactions, in line with Regulation 23 of the Listing Regulations, which is available on the website of the Company at www.citucropagro.in

As a part of the mandate under the Listing Regulations and the terms of reference, the Audit Committee undertakes quarterly review of related party transactions entered into by the Company with its related parties. Pursuant to Regulation 23 of Listing Regulations and Section 177 of the Act, the Audit Committee has granted omnibus approval in respect of transactions which are repetitive in nature, which may or may not be foreseen, not exceeding the limits specified thereunder. The transactions under the purview of omnibus approval are reviewed on quarterly basis by the Audit Committee. Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the disclosures on Related Party Transactions in prescribed format with the Stock Exchanges.

17. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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 audit cell 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 are operating as intended.

During the year, no reportable material weakness was observed.

18. RESERVES & SURPLUS: (Amount in Lakhs)
Sr. No.	Particulars	Amount
1.	Surplus Balance at the beginning of the year	390.55
2.	Securities Premium account	900
3.	Current Year''s Profit / Loss	247.69
Total		1,538.24

19. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given under section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, is not given as the Company has not taken any major step to conserve the energy etc.

There were	no foreign exchange earnings or outgo during the year under review.
Sr. No.	Foreign exchange earnings and outgo	F.Y. 2024-25	F.Y. 2023-24
1.	Foreign exchange earnings	Nil	Nil
2.	CIF value of imports	Nil	Nil
3.	Expenditure in foreign currency	Nil	Nil
4.	Value of Imported and indigenous Raw Materials, Spare-parts and Components Consumption	Nil	Nil

20. DISCLOSURES RELATING TO HOLDING. SUBSIDIARY. ASSOCIATE COMPANY AND IOINT VENTURES:

The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.

21. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.

22. STATEMENT ON ANNUAL EVALUATION OF BOARD’S PERFORMANCE:

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the feedback of Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of the Nomination and Remuneration Committee had one-on-one meetings with each Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain Directors'' inputs on effectiveness of the Board/ Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was discussed.

The evaluation process endorsed the Board Members'' confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management, and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board by way of individual feedback from directors.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties

• Role and functions

b) For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

23. MANAGING THE RISKS OF FRAUD. CORRUPTION AND UNETHICAL BUSINESS PRACTICES:A. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company''s Code of Conduct or Ethics Policy.

B. BUSINESS CONDUCT POLICY:

The Company has framed “Business Conduct Policy”. Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the policy. The objective of the policy is to conduct the business in an honest, transparent and in an ethical manner. The policy provides for anti-bribery and avoidance of other corruption practices by the employees of the Company.

24. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2 024

25.

25. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS-18 which is forming the part of the notes to financial statement.

26. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Directors and Key Managerial Personnel of the Company are summarized below:

Sr. No.	Name	Designation	DIN/PAN
1.	Mr. Kaupilkumar hasmukhbhai shah	Managing director	08937535
2.	Ms. Shitalben kaupilkumar shah	Non executive director	08935979
3.	Ms. Bhavna basantbhai shah	Independent director	09494548
4.	Ms. Priyanka k gola3	Independent director	09384530
6.	Mr. Kaupilkumar hasmukhbhai shah	Chief financial officer	BGKPS5616K
7.	Ms. Shivangi gajjar1	Independent Director	07243790
8.	Ms. Zalak harshadbhai gajjar 2	Company secretary	BBQPG5062E
1. Ms. Shivangi gajjar had resigned from the post of Non Executive Independent director of the Company w.e.f. 3 rd October, 2024. 2. Ms. Zalak Harshadbhai Gajjar had resigned from the post of company secretary of the company w.e.f. 24 th February, 2025. 3. Ms. Priyanka k Gola had resigned from the post of Independent Director of the company w.e.f. 7th July,2025.

Apart from the above changes, there were no other changes in the composition of the Board of Directors of the Company during the Financial Year 2024-25 and till the date of Board''s Report.

As per Companies Act, 2013, the Independent Directors are not liable to retire by rotation.

27. DECLARATION BY INDEPENDENT DIRECTORS:

Ms. Bhavna Basantbhai Shah and Mr. Mahavirsinh Pravinsinh Zala , Independent Directors of the Company have confirmed to the Board that They meet the criteria of Independence as specified under Section 149 (6) of the Companies Act, 2013 and they qualify to be Independent Director. They has also confirmed that They meet the requirements of Independent Director as mentioned under Regulation 16(1)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmations were noted by the Board.

28. CORPORATE GOVERNANCE:

Since the Company has listed its specified securities on the SME Exchange therefore by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence, Corporate Governance does not form part of this Board''s Report.

29. DEPOSITS:

As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed any deposits during the financial year. Hence, the Company has not defaulted in repayment of deposits or payment of interest during the financial year.

30. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation of its own performance, performance of Individual Directors, Board Committees, including the Chairman of the Board on the basis of attendance, contribution towards development of the Business and various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors, the performances of Executive and Non - Executive Directors were evaluated in terms of their contribution towards the growth and development of the Company. The achievements of the targeted goals and the achievements of the expansion plans were too observed and evaluated, the outcome of which was satisfactory for all the Directors of the Company.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Company''s current working and future outlook as per Annexure I to this Report.

32. SECRETARIAL AUDITOR:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed Ms. Monika Sekhawat, Proprietor of M/s. Monika Sekhawat & Associates, Company Secretaries, Ahmedabad as a Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 2024-25.

The Secretarial Audit Report for the Financial Year 2024-25 is annexed herewith as Annexure II in Form MR-3. The report of the Secretarial auditor has not made any adverse remark in their Audit

Report.

33. DISCLOSURES:A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee as tabulated below, was held on 30^th May, 2024, 27^th June, 2024 4^th October, 2024 and 14^th November, 2024. The Composition of Audit Committees of The Board of Directors are as follows:

Name		Status		Category
Ms. Bhavna Basantbhai Shah		Chairperson		Non-Executive and Independent Director
Ms. Shitalben Kaupilkumar Shah		Member		Non-Executive Director
Mr. Kaupilkumar Hasmukhbhai Shah		Member		Managing Director
B. Composition of Nomination and Remuneration Committee:
During the year under review, meetings of the members of the Nomination and Remuneration committee, as tabulated below, was held on 4th October, 2024 and 25th February, 2025. The Composition of Nomination and Remuneration Committees of the Board of Directors are as follows:
Name		Status		Category
Ms. Bhavna Basantbhai Shah		Chairperson		Non-Executive and Independent Director
Ms. Shitalben Kaupilkumar Shah		Member		Non-Executive Director
Mr. Kaupilkumar Hasmukhbhai		Member		Managing Director
C. Composition of Stakeholders'' Relationship Committee:
During the year under review, meetings of members of Stakeholders'' Relationship committee as tabulated below, was held on 4th October, 2024 and 25th February, 2025. The Composition of Nomination and Remuneration Committees of the Board of Directors are as follows:
Name	Status		Category
Ms. Bhavna Basantbhai Shah	Chairperson		Non-Executive and Independent Director
Ms. Shitalben Kaupilkumar Shah	Member		Non-Executive Director
Mr. Kaupilkumar Hasmukhbhai Shah	Member		Managing Director

34. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has always been committed to provide a safe and conducive work environment to its employees. Your directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

The following no. of complaints was received under the POSH Act and the rules framed thereunder during the year:

a. Number of complaints filed during the financial year - NIL

b. Number of complaints disposed of during the financial year - NIL

c. Number of complaints pending as on end of the financial year - NIL

35. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the management continued to remain cordial during the year under review.

36. MAINTENANCE OF COST RECORDS:

The provisions relating to maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, are not applicable to the Company and accordingly such accounts and records are not required to be maintained.

37. DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI, the shares of the Company are under compulsory demat form. The Company has established connectivity with both the Depositories i.e., National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) and the Demat activation number allotted to the Company is ISIN: INE0M7501019.

38. INSOLVENCY AND BANKRUPTCY CODE:

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

39. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of achievements on a periodical basis. The remuneration policy is in consonance with the existing industry practice and is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time. The Company''s Policy on director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3) of the Act is available on the website of the Company at www.citucropagro.in.

40. VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

The 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 thereof is not applicable to the Company.

41. ACKNOWLEDGEMENTS:

Your directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.

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Mar 31, 2024

Your directors have pleasure in presenting the 11^th Annual Report of City
Crops agro Limited (''the Company'') along with the audited financial
statements for the financial year ended 31st March 2024.

1. FINANCIAL SUMMARY

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

INR in Lacs

PARTICULARS	2023-24	2022-23
Revenue from Operations	4520.04	2461.10
Other Income	0.00	1.40
Total Income	4520.04	2462.50
Profit before depreciation, finance costs and tax expense	259.03	136.11
Less: Depreciation/ Amortization	0.57	0.57
Profit before Finance Costs and Tax Expense	258.46	135.54
Less: Finance Costs	0.19	0.01
Profit before Tax	258.27	135.53
Less: Tax Expense (Current & Deferred)	30.20	22.43
Profit for the year after Tax	228.07	113.1

2. Performance Overview

The Company is primarily engaged in the business of manufacturing and
trading activities. During the year 2023-24, the profit of the Company
unfortunately increases to Rs. 228.07/- Lakhs from Rs. 113.10/- Compare
to Last Financial Year. The Directors and the management of the Company
continuously working on the process to increase the profit of the
Company. The various teams and management are working on the growth
and development of the Company. There has been no change in the
nature of business of the Company during the financial year ended 31st
March 2024.

3. DIVIDEND

The company has not declared any dividend to boost its resources.

4. PUBLIC DEPOSITS

During the year under review, the Company has neither accepted nor
renewed any deposits from public falling under the ambit of Section 73 of
the Companies Act, 2013 ("Act") read with the Companies (Acceptance of
Deposits) Rules, 2014.

5. INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with
respect to financial statements. The policies and procedures adopted
by the Company ensure prevention and detection of frauds and errors,
accuracy and completeness of the records and timely preparation of
reliable financial statements.No Reportable material weakness in the
design or operation was observed during the year.

6. CAPITAL EXPENDITURE

Capital expenditure of 0.57 Lacs was incurred during the year 2023-24.

7. LISTING

The company applied for the listing with the total issue size for of 1,63,16,760
Equity Shares of face value of Rs. 10 Each ("Equity Shares") the lead manager
to the issue was Turnaround Corporate Advisors Private Limited and Registrar
to The Issue was Skyline Financial Services Private Limited, issue opens on:
September 26, 2023 issue closes on: September 29, 2023.

In the process of listing of company in BSE the company have reconstituted/
re- designated the board of directors committee; fresh audit committee/
nomination & remuneration committee/ stakeholder relationship
committee were established. Board of Directors of the Company is duly
constituted with proper balance of Executive Directors, Non-Executive
Directors, Independent Directors and Women Directors. The Adequate
notices are given to all directors to schedule the Board Meetings, agenda and
detailed notes on agenda were sent 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. Majority decision is carried through while the dissenting
members'' views, if any, are captured and recorded as part of the minutes.
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 laws, rules, regulations and guidelines.

As per Reg. 15 of SEBI (LODR) Reg, 2015, the company is listed in SME platform. Hence
the provision of under Reg 27 of SEBI (LODR) Reg, 2015 with respect to corporate
governance is not applicable to the company. Pursuant BSE Circular No.
LIST/COMP/01/2019-20 dated 2nd April 2019 and as per the terms of the Company''s
Code of Conduct for Prohibition of Insider Trading in securities, framed pursuant to
the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015.

The Company has Listed its 1,63,16,760 Equity Shares on BSE SME Platform vide BSE
Notice No. 20231009-25 dated 09^th October, 2023

8. DIRECTOR

Mr. Kaupilkumar Hasmukhbhai Shah (DIN: 08937535) retires by rotation
at the ensuing AGM, and being eligible, offers himself for re-appointment.

Profiles of Directors to be appointed/re-appointed at the ensuing AGM, as
required by Regulation 36 (3) of the Listing Regulations and Secretarial
Standard - 2 on General Meetings, are given in the notice of the ensuing
AGM.

DECLARATION BY INDPENDENT DIRECTORS

The Company''s Independent Directors have submitted requisite declarations
confirming that they continue to meet the criteria of independence as
prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the
Listing Regulations. The Independent Directors have also confirmed that they
have complied with Schedule IV of the Act and the Company''s Code of
Conduct.

Further, in terms of Section 150 of the Act read with Companies (Appointment
and Qualification of Directors) Rules, 2014. In the opinion of the Board, the
Independent Directors hold highest standard of integrity and possess the
requisite qualifications, experience, expertise and proficiency.

9. AUDITORS

The members of the Company at the 09th Annual General Meeting held on
September 30, 2022 had appointed M/s VSSB & Associates, Chartered
Accountant (Firm Registration No. 121356W) as the Statutory Auditors of the
Company to hold office for a term of 5 consecutive years i.e. from the
conclusion of the 09th Annual General Meeting till the conclusion of the 14th
Annual General Meeting to be held in the year 2027.

M/s VSSB & Associates, Chartered Accountant, have consented their
appointment as Statutory Auditors and have confirmed that if appointed,
their appointment will be in accordance with section 139 read with section
141 of the Companies Act, 2013.

M/s VSSB & Associates, Chartered Accountant, have also provided
confirmation that they have subjected themselves to the peer review process
of the Institute of Chartered Accountants of India (ICAI) and hold a valid
certificate issued by the ''Peer Review Board'' of the ICAI.

There are no qualifications, reservations or adverse remarks or disclaimers
made by the Auditors in their report on the financial statements of the
Company for the year ended March 31, 2024.

10. SECRETARIAL AUDITOR

M/s. Dharti Patel & Associates, Practicing Company Secretaries have carried
out Secretarial Audit under the provisions of Section 204 of the Act, for the
financial year 2023-24 and submitted their report, which is annexed to this
report. The report does not contain any qualification, reservation or adverse
remark or disclaimer. The Secretarial Audit Report for the financial year ended
31^st March 2024 is annexed and forms part of the Report.

11. COST AUDITOR

As specified by the Central Government under Section 148(1) of the
Companies Act, 2013, the cost records are required to be maintained by the
Company and accordingly such accounts and records are being maintained.
However, the provisions of appointing Cost Auditor is Not Applicable for the
financial year ending 31^st March 2024.

12. KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Key Managerial Personnel of the Company for the FY 2023-24 are:

Mr. Kaupilkumar Hasmukhbhai Shah - Managing Director & Chief Financial
Officer

Mrs. Zalakben Chintan Gajjar - Company Secretary

13. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES
GIVEN AND SECURITIES PROVIDED UNDER SECTION186 OF COMPANIES ACT,
2013

Particulars of loans and advances given are provided under note to the

financial statement. Particulars of investment made are provided under to the
financial statement provided in this Annual Report. The Company has not
given any guarantee or security in connection with a loan to any other body
corporate or person.

14. WHOLLY OWNED SUBSIDIARY

The Company City Crops Agro Limited does not have any subsidiary.

15. ANNUAL EVALUATION OF THE BOARD''S PERFORMANCE

The Board adopted a formal mechanism for evaluating its performance and
as well as that of its Committees and Directors, including the Chairman of the
Board as per the requirements asspecified in the guidance note issued by the
Securities Exchange Board of India (SEBI) and the provisions of the Companies
Act,2013. The performance evaluation exercise was carried out through a
structured evaluation process (by circulation of detailed evaluation matrix to
all the Directors and was reviewed & confirmed by each Director) covering
various aspects of the functioning of the Board and Committees such as their
composition, experience & competencies, performance of specific duties &
obligations, governance issues etc. NRC reviewed the performance of
individual Directors on the basis of criteria as specified in the Guidance note
and in a separate meeting of independent directors, performance of Non¬
Independent Directors and the Board as a whole was evaluated. The above
evaluations were then discussed in the Board meeting and performance
evaluation of Independent directors was done by the entire Board, excluding
the Independent Director being evaluated and the Board was satisfied with
their performances, which reflected the overall engagement of the Board,
Committees and the directors with the Company.

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company believes in the conduct of the affairs of its constituents in a fair
and transparent manner by adopting the highest standards of
professionalism, honesty, integrity and ethical behavior. In line with the City
Crops Agro Limited Code of Conduct (''CoC''), any actual or potential violation,
howsoever insignificant or perceived as such, would be a matter of serious
concern for the Company. The role of the employees in pointing out such
violations of the CoC cannot be undermined. Hence, the Company has
established a vigil mechanism through "City Crops Agro Limited Whistle
Blower Policy" to enable employees, trainees, directors and Vendors of the
Company, to report genuine concerns, unethical behavior, actualor suspected
fraud, violation of Company''s Insider Trading Code, any unlawful act or
violation of the Company''s Code of Conduct. The mechanism provides for
adequate safeguards against victimization of the whistle blower and also
provides for direct access to the Chairman of the audit committee. There were

no whistle blower complaints received by the Company during the year.

17. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

SEBI has mandated that the Business Responsibility and Sustainability
Reporting (BRSR) shall be applicable to the top 1,000 listed entities (by market
cap) for reporting on a mandatory basis from FY 2023-24. The Company does
not fall under the list of top 1,000 listed entities, so BRSR is not applicable to
the Company.

18. BUSINESS RISK MANAGEMENT:

The Company''s management systems, organizational structures, processes,
codes of conduct together form the basis of risk management system that
governs and manages associated risks. The Board does not foresee any risk
which may threaten the existence of the Company.

19. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNING AND OUTGOING

Information on conservation of Energy, Technology absorption, Foreign
Exchange earnings and outgo required to be disclosed under Section 134 of
the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are
provided hereunder:

CONSERVATION OF ENERGY:

• The steps taken or impact on conservation of energy:

The Company has used various energy conservation measures that impact
conservation of the environment. The company is preventing wastage, using
the latest energy efficient technology like inverter-based air conditioners,
replacing old conventional light fittings with latest generation CFL and LED
light fittings to reduce the overall power consumption. The Company is
promoting maximum usage of natural light in the day time by placing side
glass windows.

• The steps taken by the company for utilizing alternate sources of energy:
The Company is exploring ways and ideas through which it can utilize
alternate sources of energy in energy intensive production line in place of
conventional sources of energy, its viability, and cost effectiveness. No capital
investment was made by the Company in energy conservation equipment.

• The capital investment on energy conservation equipment''s;

No capital investment was made by the Company in energy conservation
equipment.

TECHNOLOGY ABSORPTION:

The Company has not incurred any major expenditure which can be
appropriated to Research and Development work.

FOREIGN EXCHANGE EARNINGS AND OUTGO : NIL

20. STATUTORY STATEMENTS

20.1 Corporate Social Responsibility

As required under Section 134(3)(o) of the Act, the provisions of the
Corporate Social Responsibility is Not Applicable on the Company.

20.2 Directors'' Responsibility Statement

Pursuant to Section 134(3)(c) of the Act, it is hereby confirmed that;

a. In the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures.

b. The directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company
as at 31st March 2024 and of the profit of the Company for the year ended on
that date;

c. That directors had taken proper and sufficient care for 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;

d. The directors had prepared the annual accounts on a going concern basis;

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

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

21. DISCLOSURES UNDER COMPANIES ACT, 2013

21.1 Extract of the Annual Return:

In accordance with the Companies Act, 2013, the annual return in the
prescribed format is available at www.citycropagro.in within 60days of
Completion of Annual General Meeting.

21.2 Number of Board Meetings:

The Board of Directors met 8 (Eight) times during the year 2023-24. The
details of the Board meetings and the attendance of the Directors provided in
the Annual Return of the Company available on the website of the Company
within 60 days of Annual General Meeting.

21.3 Committees of Board of Directors:

Details of memberships and attendance of various committee meetings are
given in Annual Return and The Meetings were held on regular interval. The
Board has accepted / considered all recommendations made by the
Committees to the Board during the financial year.

21.4 Related Party Transactions:

All related party transactions that were entered into during the financial year
were on an arm''s length basis and were in the ordinary course of business.
There are no related party transactions made by the company with
promoters, Directors, Key Managerial Personnel or other designated persons
which may have a potential conflict with the interest of the Company at large.
A detailed report on contracts & arrangements made with related parties
during the financial year 2023-24 being arm''s length transaction have been
reported and annexed as note no. 31 to the financial statements.

22. POLICIES

The following policies approved by the Board of Directors of the Company
were uploaded and are available in the Company''s website at the web link
www.citycropagro.in

22.1.1 Policy For Preservation Of Documents And Archival Of Documents

22.1.2 Policy on Vigil Mechanism

22.1.3 Nomination and Remuneration Policy

22.1.4 Policy on Board Diversity

22.1.5 Code of Fair Disclosure n Price Sensitive information

22.1.6 Policy for Determining Materiality for Disclosures

22.1.7 Policy on Related Party Transactions

22.1.8 Risk Management Policy

22.1.9 Performance Evaluation Mechanism

22.1.10 Material subsidiary policy

23. PARTICULARS OF DISCLOSURES AS REQUIRED UNDER SECTION 197 OF
THE COMPANIES ACT, 2013

The ratio of the remuneration of each director to the median remuneration
of the employees for the financial year and such other details as required are
as given below:

The remuneration of Directors and employees are as per the remuneration
policy of the Company. The statement of particulars of employees as per
Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies
(Appointment & Remuneration of Managerial Personnel) Rules,2014, for the
year ended 31st March 2024, is given and forms part of this Report.

24. AUDIT COMMITTEE

The Composition of Committees of The Board of Directors are as
follows:

Name of the Director	Category	Designation of Committee
Shivangi Bipinchandra Gajjar	Non-Executive Independent	Chairman
Bhavna Shah	Non-Executive Independent	Member
Kaupilkumar Hasmukhbhai Shah	Managing Director	Member

25. NOMINATION AND REMUNARATION COMMITTEE

The Composition of Committees of The Board of Directors are as
follows:

Name of the Director	Category	Designation
Shivangi Bipinchandra Gajjar	Non-Executive Independent	Chairman
Priyanka Gola	Non-Executive Independent	Member
Kaupilkumar Hasmukhbhai Shah	Managing Director	Member

26. STAKEHOLDER RELATIONSHIP COMMITTEE

The Composition of Committees of The Board of Directors are as
follows:

Name of the Director	Category	Designation
Shivangi Bipinchandra Gajjar	Non-Executive Independent	Chairman
Priyanka K. Gola	Non-Executive Independent	Member
Bhavna Shah	Non-Executive Independent	Member

27. CORPORATE GOVERNANCE

The Company is Listed of BSE SME Platform and As per the SEBI (LODR)

Regulation, 2015, the Company having Listed on SME Platform is Not
Required to Corporate Governance. So Corporate Governance is Not
Applicable to the Company.

28. FAMILIARIZATION PROGRAMME FOR INDEPENDENTDIRECTORS

The Company has a structured familiarization program for independent
Directors of the Company which also extends to other Non-Executive
Directors to ensure that Directors are familiarized with their function, role,
rights, responsibilities and the nature of the company Business. The Board of
Directors has complete access to the information within the Company.
Presentations are made to the Board of Directors at all the Meetings and all
Committees of the Board on various matters, where Directors get an
opportunity to interact with Senior Management. Presentations, inter alia,
cover the Company''s strategy, business model, operations, markets,
organization structure, product offerings, finance, risk management
framework, quarterly and annual results, human resources, technology,
quality and such other areas as may arise from time to time. The Company
also issues appointment letters to the Independent Directors which also
incorporates their role, duties and responsibilities. Further, regulatory
updates on regulatory changes are also periodically placed before the Board.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION ANDREDRESSAL) ACT, 2013-

The Company has adopted the Anti-Sexual Harassment Policy in line with the
requirements of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. In compliance with the
provisions under Section 4 of the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act,2013, Internal
Complaints Committee (ICC) of the Company has been constituted to redress
complaints regarding sexual harassment. No complaint was received during
the year2023-24.

30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS / COURTS /TRIBUNALS

During the year under review, no significant or material orders were passed
by the Regulators or Courts or Tribunals which impact the going concern
status and Company''s operations in future.

31. Acknowledgement

The directors thank the distributors, vendors and bankers for their continued
support and assistance. The directors gratefully acknowledge the support
rendered by them. The directors wish to place on record their appreciation
of the excellent work done by employees of the Company at all levels during
the year. The directors specially thank the shareholders for the confidence
reposed by them in the Company.

For and on Behalf of the Board

Date : 27.06.2024
Place: Ahmedabad

Sd/- Sd/-

Kaupilkumar H. Shah Shitalben K. Shah
Managing Director Director

DIN: 08937535 DIN: 08935979