2. STATE OF COMPANY''S AFFAIRS

Pajson Agro India Limited (formerly Pajson Agro India Pvt Ltd), established in 2021, is engaged in agro-processing industry, with a core focus on the processing, value addition, and marketing of cashew nut kernels.

The Company has swiftly positioned itself as a qualitycentric, innovation-driven player with strong execution capabilities.

The key products processed and marketed by PAIL includes:

1. Cashew Kernels (Various Grades)

2. Cashew Nut Shells and Husk

3. Raw Cashew Nuts (RCN)

listing. Your Directors would also like to thank the regulators, Securities and Exchange Board of India and Registrar of Companies for enabling the Company to take its equity story to the public market. Last but not least, your Directors extend their heartfelt gratitude to the shareholders for investing in the IPO and reposing their continuous trust and faith in the Company and its management.

4. Proceeds from IPO

The details of the proceeds raised through the issue of fresh Equity Shares and the issue bifurcation are set forth below:

4. Monitoring Agency

As the Initial Public Offer (IPO) of the Company comprised a fresh issue of equity shares, the Company appointed Care Ratings Limited as the Monitoring Agency to monitor the utilization of the IPO proceeds in accordance with the applicable provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

5. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the year under review.

6. DIVIDEND

No dividend was declared for the financial year ended on 31st March, 2026.

7. SHARE CAPITAL

During the Financial Year under review:

a. The Authorized Equity Share Capital of the Company is H25,00,00,000 divided into 2,50,00,000 Equity Shares of H10/- each. The capital was increased from H5,00,00,000 divided into 50,00,000 shares of H10 each, in the month of May 2025.

b. Issued, Subscribed and Paid-Up Share Capital of the Company as on 31st March, 2026 is H23,80,95,950 /-divided into 2,38,09,595 Equity Shares of H10/- each. The changes in the Paid-Up Share Capital were pursuant to following events:

• The Company issued 1,39,99,996 bonus shares

of H10 each increasing the Paid-Up Share Capital to H17,49,99,950 divided into 1,74,99,995 Equity Shares of H10/- each, in the Month of May 2025.

• The Company made Allotment pursuant to Public Issue (IPO) of 63,09,600 shares of H10 each at the premium of H108, increasing the Paid-Up Share Capital to H23,80,95,950/-

8. TRANSFER TO RESERVES

Your directors do not propose to transfer any amount to any specific reserves. The amount of the Net Profit of H2,478.38 Lacs is carried to the Reserves and Surplus as shown in notes to the financial statements for the year ended on March 31,2026.

9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company did not acquire any subsidiary, joint venture and associate Companies during the year.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors, comprising Executive and NonExecutive Directors, provides an appropriate balance of leadership, expertise, and independent judgment. Their varied knowledge and experience support the Company in maintaining high standards of corporate governance and sustainable business practices.

a) Change in Directors and Key Managerial Personnel during the Financial Year 2025-26:

During the Financial Year 2025-26, there were some changes in the composition of the Board of Directors and Key Managerial Personnel of the Company. Key highlights of which are as follows:

• Mr. Aayush Jain and Ms. Anjali Jain were redesignated as Managing Director and WholeTime Director respectively. Mr. Aayush Jain was additionally designated as the Chairman of the Company in the month of July 2025.

• Mr. Jayesh Bhagia was appointed as Executive Director in the Board on 28th April, 2025, however he resigned w.e.f. 5th September 2025 citing his personal reasons. The Board appreciated the efforts and guidance made by him during his tenure and association with the Company and expressed its deepest gratitude for the valuable contributions made by him.

• Mr. Prince Wadhwa was appointed in the Board as Independent Director on 28th April, 2025.

• Ms. Priyanka Devi was appointed in the Board as Independent Director on 24th May, 2025.

The Board shall take note of the same and recommend his re-appointment.

d) Disclosure of Interest in other concerns:

The Company has received the Annual Disclosure(s) from all the Directors, disclosing their Directorship/ Interest in other concerns in the prescribed format, for the Financial Year 2025-26. The Company has received confirmation from all the Directors that none of the Directors were disqualified to act as a Director by virtue of the provisions of Section 164(1) and 164(2) of the Act.

e) Declaration by Independent Directors

The Independent Directors have furnished declarations under Section 149(7) of the Companies Act, 2013 confirming their independence in accordance with Section 149(6) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board has taken these declarations on record and is satisfied that the Independent Directors meet the prescribed criteria of independence.

In the opinion of the Board, Ms. Priyanka Devi and Mr. Prince Wadhwa, Independent Directors of the Company possesses requisite expertise, proficiency, integrity and experience and the Board considers that their professional background, experience and contributions made during their tenure in the Company and the continued association with the Company would be beneficial to the Company.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

Pursuant to Section 178(3) of the Act, your Company has framed a policy on Directors'' appointment and remuneration and other matters ("Remuneration Policy") which is available on the website of your Company at www.pajsonagro.com.

f) Annual Performance Evaluation

The Nomination and Remuneration Committee ("NRC Committee") and the Board has adopted a methodology for carrying out the performance evaluation of the Board, Committees, Independent Directors and NonIndependent Directors of the Company, which includes the criteria, manner and process for carrying out the performance evaluation exercise. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligation etc. were carried out Evaluation of the Performances of the Board and its Committees for the Financial Year 2025-26 has been completed as per the adopted methodology.

(b) Audit Committee Composition, Meetings and Attendance during the Financial Year

The Board has constituted an Audit Committee in compliance with the provisions of Section 177 of Companies Act, 2013. As on March 31, 2026, the Audit Committee comprised of 3 (three) members with 2 (two) Independent Directors. The Chairman of the Audit Committee is Non-Executive Independent Director.

(e) Stakeholder Relationship Committee Composition, Meetings and Attendance during the Financial Year:

The Board has constituted a stakeholder Relationship Committee pursuant to Section of the Companies Act, 2013. As on March 31,2026, the SRC Committee comprised of 3 (Three) members.

(f) Meeting of Independent Directors:

The meeting of Independent Directors was held on February 13, 2026, without the attendance of Non-Independent Directors and members of the management. All the Directors are investing their time, energy and expertise towards the growth of the Company and the Independent Directors expressed their satisfaction towards the performance of the Chairman & Non- Independent Directors of the Company.

14. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY WITH RESPECT TO THE FINANCIAL STATEMENT

Internal Financial Controls are an integrated part of the risk management process, addressing financial and 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 as well as testing of the internal financial control systems by the internal financial control team.

15. WHISTLE BLOWER / VIGIL MECHANISM POLICY

As Per Section 177(9) of the Companies Act, 2013 the company has constituted the Whistle Blower/Vigil Mechanism Policy which aims to provide inter-alia a mechanism for Directors and Employees of the Company to report any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, unethical behavior, violation of Code of Conduct, etc., calling the attention of the Audit Committee.

16. RISK MANAGEMENT POLICY

Your Company has developed a risk management policy which identifies major risks that may threaten the company. The same has also been adopted by your board and is also subject to its review from time to time. Risk mitigation process and measures have been formulated and clearly said out in the said policy.

A key area of focus is raw cashew nut (RCN) price volatility, which the Company addresses through agile, real-time procurement strategies, close alignment between sourcing and sales, and prudent working capital management.

Another risk is Foreign exchange fluctuations, an inherent aspect of cross-border trade, are managed through a combination of natural hedging and exposure alignment across procurement and sales geographies.

RISK MANAGEMENT

Your Company manages operational and market risks through a structured and proactive risk management framework. The Company addresses raw cashew nut price volatility with agile procurement, close sourcing-sales coordination, and prudent working capital management. Foreign exchange risks are mitigated through natural hedging and balanced exposure across procurement and sales markets. Supply chain resilience is strengthened through diversified sourcing and robust logistics planning. The Company maintains strong compliance with evolving regulatory and environmental standards while promoting sustainable processing practices. These initiatives enhance operational resilience, support effective governance, and drive long-term sustainable growth.

17. INVESTORS EDUCATION AND PROTECTION FUND

During the year, no unclaimed or unpaid dividend amounts or corresponding equity shares were required to be transferred to the Investor Education and Protection Fund (IEPF) pursuant to the provisions of the IEPF Rules.

18. AUDITORS

(a) STATUTORY AUDITOR

Your Company had appointed M/s P.K. Maheshwari & Co., Chartered Accountants (Firm Registration No. 000977N) as the Statutory Auditors of the Company at the 4th Annual General Meeting held on 20th August, 2025 for a term of five consecutive years commencing from 1st April, 2025 and ending on 31st March, 2030.

The Firm tendered its resignation as Statutory Auditor of the Company with effect from 19th June, 2026 on account of the engagement/signing partner of the audit assignment being in the process of surrendering his Certificate of Practice (COP).

Your Company, at the Extra-Ordinary General Meeting held on 16th July, 2026, approved the appointment of M/s S.S. Kothari Mehta & Co. LLP, Chartered Accountants (Firm Registration No. 000756N/N500441)), to fill the casual vacancy caused by such resignation and hold office until the conclusion of the ensuing Annual General Meeting.

Statutory Auditor''s Report

M/s P.K. Maheshwari & Co. had completed the statutory audit of the Company for the financial year ended 31st March, 2026 and issued its Audit Report thereon. There is no qualification, reservation, adverse remark or disclaimer made by the Auditors in its Report for the Financial Year 2025-26 and no instance of fraud has been reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013.

(b) INTERNAL AUDITOR

During the year under review, your company appointed M/s AVKG & Associates, Chartered Accountant (Registration No. 024055C) as an internal auditor of the company and has conducted periodic audit of all operations of the Company. The Audit Committee has reviewed the findings of Internal Auditors regularly. Due to the expiry of their tenure, the Board based on the recommendation of the Audit Committee, has re-appointed, M/s AVKG & Associates, Chartered Accountant (Registration No. 024055C), as Internal Auditor of the Company, at its meeting held on 20th June, 2026 to undertake audit of the Company for a term of 2 (two) consecutive financial years from the FY

2026- 27 to FY 2027-28.

(c) SECRETARIAL AUDITOR

During the year under review, your company appointed M/s SJ Kumar & Associates, Practicing Company Secretaries, as Secretarial Auditor to conduct the audit of Secretarial Compliance of the Company for the Financial year 2025-26 in terms of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Due to the expiry of their tenure, the Board based on the recommendation of the Audit Committee, has re-appointed, M/s S.J. Kumar & Associates, Practicing Company Secretaries, as Secretarial Auditor of the Company, at its meeting held on 20th June, 2026 to undertake an audit of the Company for a term of 2 (two) consecutive financial years from the FY 2026-27 to FY

2027- 28.

The Secretarial Audit Report for the F.Y 2025-26 in form MR-3 is enclosed as Annexure-C to this report

(d) COST AUDIT APPLICABILITY

Maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013 are not applicable to the Company.

19. VALUATION

During the year under review, there were no instances

of One-Time Settlement with any Banks or Financial Institutions.

20. DETAILS OF APPLICATION 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

During the year under review, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans, Guarantees and Investments as per Section 186 of the Companies Act, 2013 are provided in notes to the financial statements for the year ended on March 31, 2026.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the Financial Year with related parties were in its ordinary course of business and on an arm''s length basis. The Company has obtained all the prior approvals for entering into transactions. 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.pajsonagro.com. Disclosure in Form AOC -2 as per Sec 134(3)(h) is enclosed as annexure

A. The details of transactions other than as mentioned in Sec 188(1) are disclosed as Annexure A (1).

23. CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure B of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR policy of the company is available at www.pajsonagro.com

24. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave. The Company also

This disclosure demonstrates the Company''s commitment to building a workplace where women are empowered, supported, and recognized as key drivers of growth and innovation.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, there has been no significant and material order passed by any Regulators or Courts or Tribunals, impacting the going concern status of the Company and its future operations.

27. CREDIT RATING:

During the year the company was accredited with following rating granted by Care Rating.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy:

i) Steps taken or impact on conservation of energy: N.A.

ii) The steps taken by the Company for utilizing alternate sources of energy: N.A.

iii) Capital Investment on energy conservation equipments: N.A.

B. Technology Absorption:

Continuous adoption of latest technology in the manufacturing processes is in line with the Development within the industry. The Company has

also created specific R& D and other cells for studying and analyzing the existing processes for further improvement.

C. Foreign Exchange Earnings and Outgo:

The foreign exchange earnings and the foreign exchange outgo during the year is as under:

('' in lacs)

29. REGISTRAR AND SHARE TRANSFER AGENT (RTA)

The Company appointed Maa Shitla Securities Private Limited as its Registrar and Share Transfer Agent (RTA) in May, 2025. Subsequently, with a view to strengthening investor service capabilities and in preparation for the proposed Initial Public Offering (IPO), the Company decided to appoint Big Share Services Private Limited as its Registrar and Share Transfer Agent. The change was undertaken to avail enhanced technological infrastructure, improved service standards, and a broader range of investor-related facilities.

30. PARTICULARS OF EMPLOYEES

The information containing the names and other particulars of ratio of Directors'' Remuneration to Median Employees'' Remuneration in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached to this report as Annexure - D.

Further Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable on the Company.

31. MATERIAL CHANGES AND COMMITMENT, IF ANY AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There were no material events which took place after the end of financial year to the date of this report.

32. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013

The Company is committed to provide safe working environment free from discrimination and harassment from all its employees and associates. The Company has a

Policy of Prevention of Sexual Harassment in accordance with the provisions of Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''POSH Act''). Internal Complaints Committee (ICC) has also been set up to redress the Complaints received regarding sexual harassment as per The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.The company also has in place a "Policy on Sexual Harassment of Women at Workplace (Prevention, Prohibition, And Redressal) All employees (permanent, contractual, temporary and trainees) are covered under this policy. There was no complaint received from any employee during the year nor any complaint pending or outstanding for redressal as on March 31,2026.

(a) number of complaints of sexual harassment received in the year- Nil

(b) number of complaints disposed of during the year- Nil

(c) number of cases pending for more than ninety days- Nil

(d) No. of awareness session held: 2

53. ANNUAL RETURN

The Annual Return of the Company as on March 31, 2026, in Form MGT - 7 in accordance with Section 92(3) and 134(3) (a) of the Act read with the Companies (Management and administration) Rules, 2014 will be uploaded on the website of the Company and can be accessed at www.pajsonagro. com.

54. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

Management Discussion & Analysis report for the year under review as stipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure-E forming part of this Report.

55. DISCLOSURES

Your Directors make the following disclosures during the year under review:

a. Your Company has capitalized the sum of 13,99,99,960/-by way of issuance of Bonus Shares to the Existing Shareholders of the Company in the ratio of 4:1.

b. Your Company has not issued any Equity shares with Differential rights during the Year under review.

c. Your Company has not issued any Employees Stock options/ Sweat Equity Shares.

d. Your Company has not redeemed any Preference Shares or Debentures during the Year under review.

e. Your Company has not bought back any of its securities during the year under review.

f. The Managing Director did not receive any remuneration or commission from its Group Companies.

36. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Act yours Directors, to the best of their knowledge and belief, hereby confirm that:

a) In preparation of the Annual Accounts for the Financial Year ended on 31st March, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for

The Board of Directors takes pleasure in presenting the 4^th (Fourth) Annual Report on the business and
operations of the Pajson Agro India LimitedJ''the Company'' or ''PAIL'') along with the Company''s Annual Audited
Financial Statements and Statutory Auditor''s Report thereon for the Financial Year ended on March 31,2025.

| l.COMPANY''S PERFORMANCE j

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

Your Company s total revenue has increased from Rs. 9,689.94 in the previous year to Rs. 18,726.83 in the
current year. Out of the total revenue, the major portion of the revenue came from sale of cashew kernels
amounting to Rs. 16,710.87.

| 2. STATE OF COMPANY''S AFFAIRS I

About Us:

Pajson Agro India Limited (PAIL), established in 2021, which is engaged in agro-processing industry, with a
core focus on the processing, value addition, and marketing of cashew nuts.

The Company has swiftly positioned itself as a quality-centric, innovation-driven player with strong
execution capabilities.

The key products processed and marketed by PAIL includes:

1. Cashew Kernels (Various Grades)

2. Cashew Nut Shells and Husk

3. Raw Cashew Nuts (RCN)

| 3. CHANGE IN THE NATURE OF BUSINESS. IF ANY

There was no change in the nature of business of the Company during the year under review. The Company
was converted from Private Company into Public Company during the year.

No dividend was declared for the financial year ended on 31^st March, 2025.

j 5. SHARE CAPITAL |

During the Financial Year under review:

a. The Authorized Equity Share Capital of the Company as on 31^st March, 2025 was Rs. 5,00,00,000/- divided
into 50,00,000 Equity Shares of Rs.10/- each. It was increased to Rs. 25,00,00,000 divided into 25,00,000
Equity Shares of Rs.10/- each in the Month of May 2025 after the end of financial year.

b. The Paid up Share Capital of the Company as on 31^st March, 2025 was Rs. 3,49,99,990 /- divided into
34,99,999 Equity Shares of Rs.10/- each. It was increased to Rs. 17,49,99,950 divided into 17,49,99,95

__>_J|d^jty^Sharesj)fjts_:10/-eachjn_^ Month of May 2025 after the end of financial year.

| 6. TRANSFER TO RESERVES |

The Directors do not propose to transfer any amount to reserves. The amount of the Net Profit of Rs.
2,040.66 Lacs carried to the Reserves and Surplus as shown in notes to the financial statements for the year
ended on March 31,2025.

| 7. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES [

The Company did not acquire any subsidiary, joint venture and associate Companies during the year.

| 8. DIRECTORS AND KEY MANAGERIAL PERSONNEL j

a. ) Change In Directors and Key Managerial Personnel during the Financial Year 2024-25:

During the Financial Year 2024-25, there were some changes in the composition of the Board of Directors
and Key Managerial Personnel of the Company. Key highlights of which are as follows:

• Mr. Pulkit Jain was appointed as Additional director in the board meeting held on 15^th October 2024.

As on 31^st March, 2025, Pursuant to the provisions of Section 149 of the Companies Act, 2013, following Is
the composition of the Company:

• Mr. Aayush Jain- Director

• Mrs. Anjali Jain- Director

• Mr. Pulkit Jain - Additional Director

b. ) Change in Directors and Key Managerial Personnel from the end of the Financial Year till the date of

this report:

• Mr. Amit Kumar was appointed as independent director on 28.04.2025. On 17.05.2025 he resigned

from directorship citing personal reasons.

• Mr. Jayesh Bhagia joined the board and appointed as Non Executive Director on 28.04.2025.

• Mr.Prince Wadhwa was appointed as Independent Director into the board on 28.04.2025.

• Mrs. Priyanka Devi was appointed as independent director on 17.05.2025 in place of Mr. Amit Kumar.

• Ms. Roopal Saxena was appointed as Company Secretary/ Compliance Officer on 17.06.2025

• Mr. Ajit Kumar was appointed as Chief Financial Officer on 17.06.2025

• Mr. Aayush Jain was re designated as Managing Director on 28.04.2025

• Mrs. Anjali Jain was re designated as Whole time director on 28.04.2025

c. ) Retirement by Rotation at the ensuing AGM:

Mrs. Anjali Jain has been longest in office, retires by rotation at the forthcoming AGM, and being eligible
offers herself for re-appointment. Resolution seeking members’ approval to the appointment of Mrs. Anjali
Jain has been incorporated in the notice convening the 4^th AGM of the Company.

The Board shall take note of the same and recommend her re-appointment.

d. ) Disclosure of Interest in other concerns:

The Company has received the Annual Disclosure(s) from all the Directors, disclosing their
Directorship/lnterest in other concerns in the prescribed format, for the Financial Years 2024-25. The
Company has received confirmation from all the Directors that none of the Directors were disqualified to
act as a Director by virtue of the provisions of Section 164(1) and 164(2) of the Act.

e) Declaration by Independent Directors

Your Company has received declarations from all the Independent Directors of the Company confirming
that they meet the criteria of independence prescribed under sub-section (6) of Section 149 of the
Companies Act, 2013.

In the opinion of the Board, Ms. Priyanka Devi and Mr.Prince Wadhwa, Independent Directors of the
Company possesses requisite expertise, proficiency, integrity and experience and the Board considers that
their professional background, experience and contributions made during their tenure in the Company and
the continued association with the Company would be beneficial to the Company.

9. SECRETARIAL STANDARDS_

Your Company has complied with all the Secretarial Standards applicable on the Company.

10. NUMBER OF MEETINGS OF THE BOARD AND COMMITTEE THEREOF |

(a) Board of Directors

Composition. Meetings and Attendance during the Financial Year

The ComDOsition of the Board of Directors of the Comoanv as on 31.03.2025 are as follows:

During the Financial Year 2024-25, the Board met 12 (Twelve) times and the intervening gap between any
two meetings was within the allowed gap pursuant to the Companies Act, 2013.

Attendance of each Director at the meeting of the Board of Directors held during the Financial Year 2024-
25 is given herein below:

*Mr. Pulkit Jam was appointed as an Additional Director of the Company with effect from October 15, 2024.

| 11. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY WITH RESPECT TO THE FINANCIAL STATEMENT |

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 as well as
testing of the internal financial control systems by the internal financial control team._

| 12. WHISTLE BLOWER / VIGIL MECHANISM POLICY j

As Per Section 177(9) of the Companies Act, 2013 the company has constituted the Whistle Blower/Vigil
Mechanism Policy which aims to provide inter-alla a mechanism for Directors and Employees of the
Company to report any violations of legal or regulatory requirements, incorrect or misrepresentation of
any financial statements and reports, unethical behavior, violation of Code of Conduct, etc., calling the

attention of the Audit Committee. The policy was reviewed on 25.02.2025 pursuant to conversion from Pvt
to Public Company.

j 13. RISK MANAGEMENT POLICY ~~~j

The Company has developed a risk management policy which identifies major risks that may threaten the
company. The same has also been adopted by your board and is also subject to its review from time to

time. Risk mitigation process and measures have been formulated and dearly said out in the said policy. The
policy was reviewed on 25.02.2025 pursuant to conversion from Pvt to Public Company.

| 14. AUDITORS ~j

(a) STATUTORY AUDITORS

''“^r Com Dan v at its l^i: Annual General Meeting (AGM) held on September 27, 2022 had appointed M/s
Surender K. Jain & Associates, Chartered Accountants (FRN: 004766N) as Statutory Auditors of the
Company to hold office till the conclusion of AGM of the Company to be held in the year 2027. M/s
Surender K. Jain & Associates resigned from the office of statutory auditor w.e.f. 18.10.2024 citing
reason ot pre occupancy. ⁵

M/s P.K. Maheshwari & Co. was appointed as statutory auditor in the meeting convened on 22.11.2024
to hold the office till the ensuing AGM. The Board recommends to re-appoint the firm for audit of next
5 financial years ending 31.03.2030.

Statutory Auditor''s Repo;..

There is no qualification, reservation, adverse remark or disclaimer made by the Auditors in its Keport
for the Financial Year 2024-25 and no instance of fraud has been reported by the Statutory Auditors
under Section 143(12) of the Companies Act, 2013.

| 15. RISK MANAGEMENT [

The Board is continuously applying various risk identification methods for identifying elements of risks in
different functional areas of the Company. The Board aims at developing a framework that enables
activities to take place in a consistent and controlled manner. Major risks confronted by the management
are systematically addressed through mitigating actions on a continuing basis.

j 16. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS j

The details of Loans, Guarantees and Investments as per Section 186 of the Companies Act, 2013 are
provided in notes to the financial statements for the year ended on March 31, 2025.

| 17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES j

The particulars of all contracts and arrangements entered into by company with related parties are set out
in Annexure I referred to in section 188(1) of the Companies Act 2013 including certain arm length''s
transactions under third proviso thereto.

| 18. CORPORATE SOCIAL RESPONSIBILITY

Your Company has deposited Rs. 7,85,000/- in the Prime Minister National Relief Fund as specified under
Schedule VII (viii). The Company was required to deposit Rs. 2,65,000 as per the provision of the Act, however

spent Rs. 5,20,000 in excess. The Company has not formed CSR Committee due to CSR expense being less than
50 lacs.

The Brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives
undertaken by the Company on CSR activities during the year are set out in Annexure II of this report in the
format prescribed in the Companies Corporate Social Responsibility (CSR) Policy 2014. The CSR policy is available

at www.paisonagro.com

jrsuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules,
2014, the Annual Return of the Company as on Financial Year ended March 31,2025 will be available on the
Company''s website after conclusion of AGM and can be accessed at www.pajsonagro.com.

[ 20. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTg‘q~|

A. Conservation of Energy

i) Steps taken or impact on conservation of energy: N.A.

ii) The steps taken by the Company for utilizing alternate sources of energy: N.A.

iii) Capital Investment on energy conservation equipment''s: N.A.

B. Technology Absorption.

Continuous adoption of latest technology in the manufacturing processes is in line with tne
Development within the industry. The Company has also created specific R& D and other cells for
studying and analyzing the existing processes for further improvement

C. Foreign Exchange Earnings and Outgo:

The foreign exchange earnings and the foreign exchange outgo during the year is as unaer.

} 21. PARTICULARS OF EMPLOYEES_

The provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to your company.

There were no employees drawing remuneration more than as stated under Rule 5(2) and Rule 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

22. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION BETWEEN THE
END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

Following events took place after the end of financial vear:

1. Issue of bonus issue

issue of Rs. 13,99,99,960/- was made thus increasing the paid up capital to Rs. 17,49,99,950/-.

During the year Company changed its structure from Private Company to public Company vide RoC letter
dated 8^th February 2025.

23. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT 2013

The Company has constituted an Internal Complaints Committee and has complied with the provisions in
this respect as are applicable under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act 2013. There was no complaint received from any employee during the year nor any
complaint pending or outstanding for redressal as on March 31, 2025.

(a) number of complaints of sexual harassment received in the year- Nil

(b) number of complaints disposed off during the year- Nil

(c) number of cases pending for more than ninety days- Nil

| 24. DISCLOSURES j

Your Directors make the following disclosures during the year under review:

a. No Bonus Shares were declared for the financial year 2024-25. However after the end of financial year
during the month of May 2025 the Company declared the bonus issue of value Rs. 13,99,99,960.

b. Your Company was not required to transfer any -amount to the Investor Education and Protection Fund
(IEPF).

c. Your Company has not issued any Equity shares with Differential rights during the Year under review.

d. Your Company has not issued any Employees Stock options/ Sweat Equity Shares.

e. Your Company has not redeemed any Preference Shares or Debentures during the Year under review.

f. Your Company has not accepted any Public Deposits.

g. Your Company has not bought back any of its securities during the year under review.

h. No significant and material orders have been passed by any regulators or courts or tribunals against the
Company impacting the going concern status and Company''s operations in future.

i. The maintenance of cost records as specified by the Central Government under sub-section (1) of
Section 148 of the Companies Act, 2013, is not applicable on the Company.

j. The Company did not make any application under the Insolvency and Bankruptcy Code, 2016, and hence
no proceeding is pending under the Code.

k. The requirement of stating the difference between the amount of valuation done at the time of one¬
time settlement and the valuation done while taking loan from the Banks or Financial Institutions does
not arise, and the same is not applicable on the Company.

l. The Managing Director did not receive any remuneration or commission from its Group Companies.

| 25. DIRECTORS'' RESPONSIBILITY STATEMENT |

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section
134(3) read with Section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the
year ended 31⁵* March, 2025 and state that:

a) The preparation of the Annual Accounts for the Financial Year ended on 31^fl March, 2025, the applicable
accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors had selected such Accounting Policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the Financial Year and of the profit of the Company for that period;

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

d) The Directors had prepared the annual accounts on a going concern basis;

e) 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.

f) The Directors, in the case of listed company, had laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and were operating effectively-NA

| 26. ACKNOWLEDGEMENT |

Your Directors extend sincere gratitude to the customers, vendors, investors, bankers, business associates,
consultants and various Government Authorities who have contributed to the continuous growth and
performance of the Company. The success of your Company would be incomplete without the
commendable efforts put in by the past and present employees of the Company. It is because of their hard
work, persistence, solidarity, cooperation and support, the Company has been able to create a niche for
itself.

For and on behalf of Board of Pajson Agro India Limited

Aayush Jain Anjalilain

Chairman & Managing Director Whole Time Director

DIN: 09323690 DIN: 09323689

Add. BN 23 West Shalimar Bagh, North Add. BN 23 West Shalimar Bagh, North

West Delhi, 110088 West Delhi, 110088

Date: 14.08.2025
Place: Delhi

The Directors have pleasure in presenting before you the 3^rd Annual Report on the business and operations
of the Company along with the Audited Financial Statement for the financial year ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS

Financial Result of the Company for the year under review along with the figures for previous year is as follows

2. OPERATIONAL PERFORMANCE

During the financial year 2023-24, the Company has recorded operational revenue of Rs. 97.28 crores in
comparison of previous year 101.89 Crore The directors of the Company is highly optimistic about the
growth of the Company.

3. TRANSFER TO RESERVES

During the year under review, Company has not transferred any amount to reserve.

4. DIVIDEND

To plough back the profit, your Directors do not recommend any dividend for the year ended 31st March
2024.

5. MATERIAL CHANGES AND COMMITMENTS

There was no change in the nature of business during the financial year under review.

Key Managerial Personnel (KMPsl

Pursuant to the provisions of Section 203 of the Act, the KMPs of your Company as at March 31,2024 are:

During the year under review_there were no changes in KMPs of the Company.

6. BOARD MEETINGS

The Board of Directors duly meets 8 times during the financial year from 1^st April, 2024 to 31^st March,
2024. The meetings held during the year were in compliance of provisions of Companies Act, 2013 and
Secretarial Standard-1 on board meeting.

The dates on which meetings were held are as follows:

During the financial year, the Board of Director met on 14^th June, 2023, 20^th July, 2023, 31^st August, 2023,
28 November, 2023, 17''" January, 2024, 26^th February, 2024, 19^th March, 2024 and 27^th March, 2024.

7. DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provision of section 134(5) of the Companies Act, 2013 the Board confirms and

submits the Director’s Responsibility Statement:

• in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

• The Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the profit of the Company for the
year under review;

• The Directors have taken proper & sufficient care of 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 prevention & detecting fraud & other irregularities;

• The Directors have prepared the accounts for the year ended 31^st March, 2024 on a going concern basis.

• 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.

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

8. DETAILS OF FRAUD REPORTED BY AUDITOR

As per Auditor’s Report, no fraud u/s 143(12) reported by the auditor.

9. AUDITORS AND AUDIT REPORT
Statutory Auditors:

The Board of Directors have recommended reappointment of M/s Surender Kumar Jain & Associates,
Chartered Accountants, as Statutory auditors of the Company to hold office from the conclusion of this
Annual General Meeting until the conclusion of 6^th Annual General Meeting of the Company

10. RISK MANAGEMENT POLICY

The Company has developed and implemented a risk management policy which identifies major risks which
may threaten the Company. The same has also been adopted by your Board and is also subject to its review

from time to time. Risk mitigation process and measures have been also formulated and clearly said out in
the said policy.

11. WHISTLE BLOWER POLICY (VIGIL MECHANISM!:

As per the provisions of Section 177(9) & (10) of the Companies Act, 2013, the Company promotes ethical
behaviour in all its business activities and has put in place a mechanism of reporting illegal or unethical
behaviour. The Company has a Whistle Blower Policy (Vigil mechanism) wherein the directors and
employees are free to report violations of laws, rules, regulations or unethical conduct, actual or suspected
fraud or violation of the company’s code of conduct or ethics policy to the officer. The confidentiality of
those reporting violations is maintained and they are not subjected to any discriminatory practice. The
Company will oversee the mechanism through the Audit Committee and no personnel have been denied
access to the Audit Committee.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The company has not entered into any such transaction with related parties referred to in section 188(1) of
the Companies Act, 2013, which is not at arm length price thus no reporting required in this clause.

13. DEPOSITS

During the year, the Company has not invited/accepted any deposits under Companies Act, 2013. However,
the company has duly complied with the filing requirements as per recent amendments in the Companies
Act, 2013, in respect of money received by the company not considered as deposits.

14. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investment covered under the provisions of section 186 of the Companies
Act, 2013 are given in the Notes to the Financial Statements.

15. DISCLOSURE OF LOAN FROM DIRECTORS OR RELATIVES OF THE DIRECTORS

During the period under review, Company has outstanding amount of loan taken of Rs 20 Lakhs from
Directors of the Company.

Further, Company has received the declaration from Mr. Aayush Jain, as per the provisions of the Rule
2(l)(c)(viii) of the companies (Accepting of Deposits) Rules, 2014.

Also, as per Rule 16A of the Companies (Acceptance of Deposits) Rules, 2014, the disclosure of unsecured
loan from the Director of the Company, are given in Note No. 3 of the Financial Statement of the Company
as at 31^st March, 2024.

16. COST AUDITORS

The provisions of Cost Audit as per section 148 are not applicable on the Company.

17. DETAILS OF SUBSIDIARY. JOINT VENTURE OR ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

18. PARTICULARS OF EMPLOYEES

There was no employee employed throughout the financial year and in receipt of remuneration exceeding
Rs. 1,02,00,000/- per annum or Rs. 8,50,000/- per month as specified in the provisions of Section 197(12) of
the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. Therefore, there is no need of disclosure in the director’s report.

19. HEALTH. SAFETY AND ENVIRONMENT PROTECTION

The Company has complied with all the applicable environmental law and labor laws. The Company has
been complying with the relevant laws and has been taking all necessary measures to protect the
environment and maximize worker protection and safety.

20. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal
Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.
All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year
2023-24.

• No of complaints received : 0

• No of complaints disposed off : N.A.

21. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE
EARNINGS & OUTGO

Conservation Of Energy

The particulars as required under the provisions of Section 134 of the Companies Act, 2013and as per
Companies Accounts Rules 2016 in respect of conservation of energy has not been furnished considering
the nature of activities undertaken by the company during the year under review.

Technology Absorption

Continuous adoption of latest technology in the manufacturing processes is undertaken based upon any new
development with the industry. The company has also created system for studying and analyzing the
existing processes for further improvement.

FOREIGN EXCHANGE EARNING AND OUTGO

During the year, there is no earning in foreign exchange and Total foreign exchange outflow of the

Company during the year is INR 632944937.75

22. SECRETARIAL STANDARDS

During the year under review, the Company has complied with the provisions of the applicable Secretarial
Standards issued by Institute of Companies Secretaries of India. The Company has devised proper systems
to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of
Company Secretaries of India and such systems are adequate and operating effectively.

23. ACKNOWLEDGEMENT

The Directors are thankful to the Bankers, Customers, Dealers, and Vendors for their valuable support and
assistance.

The Directors wish to place on record their appreciation of the commendable work done, dedication and
sincerity by all the employees of the Company at all levels during the year under review.

The Company will make every effort to meet the aspirations of its shareholders and wish to sincerely
thank them for their wholehearted co-operation and support at all times.

For and on behalf of the Board of

Directors

Pajson Agro India Private Limited

Anjali Jain Aayush Jain

Director Director

DIN: 09323689 DIN: 09323690

Add: BN-23, West Add: BN-23, West

Shalimar Bagh, Shalimar Bagh,

Place: New Delhi ^Delhi °110088 Delhi- ¹¹⁰⁰⁸⁸

Date: 30^th August, 2024