డైరెక్టర్ల నివేదిక TGIF Agribusiness Ltd.

Mar 31, 2025

Your directors are pleased to present the 2^nd Annual Report of your Company together with the
Audited Financial Statements and the Auditors’ Report for the Financial Year ended 31^st March,
2025.

1. FINANCIAL RESULTS:

The Company’s financial performances for the year under review are given hereunder:

(Amount in Thousands. exceDt EPS

Particulars	2024-2025	2023-2024*
Revenue from Operations	33437	15348
Other Income	2473	653
TOTAL REVENUE	35911	16001
Less: Finance Cost	40	10
Less: Depreciation & Amortization	1843	368
TOTAL EXPENSES	17626	9275
PROFIT BEFORE TAX	18284	6726
Tax Expense	902	-
PROFIT AFTER TAX	17382	6726
Interim / Final Dividend on Equity Shares & Tax thereon	-	-
Earnings per share (Basic)	6.72	3.54**
Earnings per share (Diluted)	6.72	3.54**

*Note: Since the Company was incorporated on December 27, 2023, the details provided are
only for the said period from 27^th December, 2023 to 31^st March, 2024.

** Not Annualized

2. STATE OF THE COMPANY AFFAIRS:

During the year under review, the Company earned a net revenue from operations of ?
33.437 Thousand for the financial year 2024- 2025. Further, the Company earned a Profit
before tax (PBT) of ? 18.284 Thousand and Profit after tax (PAT) of ? 17.382 Thousand.

	Total Income		EBITDA and Profit After Tax
			EBITDA (Rs. in Profit After Tax (Rs. Thousand) in Thousand) ¦ 2024-25 ¦ 2023-24
Total Income (Rs. In Thousand) 2024-25 ¦ 2023-24

Cash and Cash equivalents as at March 31, 2025 were ^ 49,269 Thousand. The
Company continues to focus on its working capital, receivables and other parameters.

The financial statements are prepared under the historical cost convention, in
accordance with Indian Generally Accepted Accounting Principles ("GAAP"), including
the Accounting Standards specified under Section 133 of the Companies Act, 2013
(“Act”) read with Rule 7 of the Companies (Accounts) Rules, 2014, on the accrual basis,
as adopted consistently by the Company.

3. CHANGE IN NATURE OF BUSINESS:

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

4. DIVIDEND

With a view to conserve and save the resources for future prospects of the Company,
the Directors have not declared any dividend for the Financial Year 2024-25.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION &
PROTECTION FUND

There is no unclaimed/unpaid Dividend within the meaning of the provisions of Section
125 of the Act.

6. TRANSFER TO RESERVES

The Directors do not propose to transfer any amount to the Reserves. Total amount of
net profit of ^ 17,382 Thousand is carried to the Reserves & Surplus as shown in the
Balance Sheet of the Company.

7. DETAILS OF DEPOSITS

The Company has not accepted any deposits, covered under Chapter V of the Act, during
the year under review.

a) accepted during the year: NA

b) remained unpaid or unclaimed as at the end of the year: NA

c) whether there has been any default in repayment of deposits or payment of interest
thereon during the year and if so, number of such cases and the total amount
involved —

i. at the beginning of the year: NA

ii. maximum during the year: NA

iii. at the end of the year: NA

Further, the Company has not accepted any deposits which are not in compliance
with the requirements of Chapter V of the Act.

8. INITIAL PUBLIC OFFER

During the Financial Year 2024-2025, the Company successfully completed its
Initial Public Offering (IPO) and got listed on the SME Platform of BSE Limited. The
IPO commenced on 8^th May 2024 and was concluded on 10^th May 2024, with the
Company offering 6,87,600 equity shares of face value ^ 10 each at a price of ^ 93
per share (including premium of ^ 83 per share), aggregating to ^ 6.40 Crores. The
equity shares of the Company were listed and admitted for trading on the BSE SME
Platform with effect from 15^th May 2024.

The funds raised through the IPO are being utilized for the purposes as stated in
the prospectus which includes purchase of agricultural equipment & irrigation
system, to meet working capital requirements and other general corporate purpose,
and the Company is committed to ensuring effective deployment of the proceeds.

The successful completion of the IPO marks a significant milestone in the growth
journey of the Company, enhancing its visibility and strengthening its corporate
governance framework.

9. SHARE CAPITAL
AUTHORISED SHARE CAPITAL:

The Company’s Authorised Share Capital is ^ 50,000 thousands as on 31st March,
2025.

ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL:

The present issued, subscribed and paid-up share capital of the Company as on
31^st March, 2025 is ^ 2587.60 thousands divided into 25,87,600 Equity Shares of
the Rs. 10/- each.

OTHER DISCLOSURES W.R.T. SHARE CAPITAL:

Your directors state that no disclosure or reporting is required in respect to the
following items as there were no transactions on these items during the year under
review:

a) Issue of equity shares with differential rights as to dividend, voting, or otherwise.

b) Issue of shares (including sweat equity shares) to employees of the Company
under any scheme.

c) Issued any securities that are convertible into equity shares at a future date and
nor any such shares are outstanding previously.

d) Shares having voting rights not exercised directly by the employees and for the
purchase of which or subscription to which loans was given by the company.

e) Buyback of any of its securities.

f) Bonus Shares.

10. DETAILS OF UTILIZATION OF FUNDS AND STATEMENT OF DEVIATION(S) OR
VARIATION(S):

Pursuant to Regulation 32 (1) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (‘Listing Regulations/ LODR’) there was no
deviation/variation in the utilization of proceeds as mentioned in the objects stated
in the Prospectus, in respect of the Initial Public Offering of the Company.

During the year under review, the Company raised funds aggregating to INR
639.47 Lakhs through public issue. Details of utilization of fund as on 31^st March,
2025 are as under:

(Rs. in Lakhs)

Original Object	Original Allocation	Modified Object, if any	Funds Utilized	Modified allocation, if any
Purchase of Agricultural equipment & Irrigation system	205.97	NA	3.41	0.00
To meet Working Capital requirement	227.05	NA	104.73	0.00
General Corporate Purpose	153.76	NA	25.18	0.00
IPO Issue Expenses	52.69	NA	52.69	0.00
Total	639.47		186.01

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

There are no significant/material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status of the Company and its operations
in future.

12. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL
CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Internal Financial Controls of the Company are adequate keeping in mind
Company’s business size and mode of operations. All process and safety measures
are followed to protect from any financial or business loss, unauthorized use or
disposition of its assets. All the transactions are properly regulated through proper
channels to maintain control.

The Board has adopted policies and procedures to ensure orderly and efficient
conduct of its business, including adherence to the Company’s policies,
safeguarding of its assets, prevention and detection of fraud, error reporting
mechanisms, accuracy and completeness of the accounting records, and timely
preparation of reliable financial disclosures.

13. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE
FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF
THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

Mr. Niraj Gemawat tendered his resignation from the position of Chairman of the
Company and hence, the Company, in its Board Meeting held on 29^th May, 2025,
appointed Mr. Indrajeet Mitra as the Chairman of the Company.

14. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The policy of the Company on directors’ appointment and remuneration, including
the criteria for determining qualifications, positive attributes, independence of a
director and other matters, as required under Section 178(3) of the Act, is available
on our website, at www.tgifagri.com/corporate-policies/.

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

The information regarding conservation of energy, technology absorption and
foreign exchange earnings and outgo, stipulated under Section 134 (3) (m) of the
Act, read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith
(Annexure A) which forms a part of this Report.

16. SECRETARIAL STANDARDS

The Company has complied with Board of Directors (SS - 1) and General Meetings
(SS - 2), as amended from time to time, issued by the Council of the Institute of
Company Secretaries of India (ICSI) and approved by the Central Government.

17. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY:

The risk management process is followed by the Company to ensure timely
identification, categorization and prioritization of operational, financial and
strategic business risks. Teams are authorized for managing such risks and
updating it to the senior management. The Board and Audit Committee review the
risk assessment in the Company on regular basis.

18. LISTING WITH STOCK EXCHANGE:

The equity shares of the Company got listed on the SME Platform of BSE Limited
(BSE) on 15^th May 2024.

19. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS
COMMITTEES AND OF INDIVIDUAL DIRECTORS:

The Board adopted a formal mechanism for evaluating its performance as well as
that of its committees and individual Directors, including the Chairman of the
Board.

The performance of the board was evaluated by the Independent Directors in their
meeting after seeking inputs from all the directors on the basis of criteria such as
the board composition and structure, effectiveness of board processes, information
and functioning, etc.

The performance of the committees was evaluated by the Board after seeking
inputs from the committee members on the basis of criteria such as the
composition of committees, effectiveness of committee meetings, etc.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE ACT:

The Company has neither provided any loans nor it has provided any guarantees
under the provisions of Section 186 of the Act during the year under review and
hence the said provision is not applicable. However, the details of the Investments
made by the Company are given in the notes to the Financial Statements.

21. STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL
STATEMENT OF SUBSIDIARIES/ ASSOCIATE COMPANIES/ JOINT VENTURES

Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of
Companies (Accounts) Rules, 2014):

Part “ASubsidiaries is not applicable to the Company as the Company does not
have any Subsidiary companies, during the year under review.

Part “B”: Associates and Joint Ventures is not applicable to the Company as the
company does not have any Associate Companies and Joint Ventures, during the
year under review.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES UNDER SECTION 188 OF THE ACT:

Related party transactions that were entered during the financial year were on an
arm’s length basis and were in the ordinary course of business. There were no
materially significant related party transactions with the Company’s Promoters,
Directors, Management or their relatives, which could have had a potential conflict
with the interests of the Company. The details of these transactions are part of
Notes to Accounts and Form AOC - 2 attached to this report as Annexure B.

All the transactions with Related Parties are placed before the Audit Committee for
its approval and omnibus approval are given by the Audit Committee on yearly
basis for the transactions, which are anticipated and repetitive in nature. A
statement of all Related Party Transactions is presented before the Audit
Committee and the Board on quarterly basis, specifying the nature, value and
terms and conditions of the transactions.

The Board of Directors of the Company has in place the policy to regulate
transactions between the Company and its related parties, in compliance with the
applicable provisions of the Act the Rules thereunder and the Listing Regulations.
This policy has been uploaded on the website of the Company at
www.tgifagri.com.

23. POLICIES

A. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy and has established the necessary
vigil mechanism for employees and Directors in conformation with the
provisions of Section 177(9) of the Act to report concerns about unethical
behaviour. This Policy is available on the Company’s website at
www.tgifagri.com.

B. POLICY FOR PROTECTION OF WOMEN AGAINST SEXUAL
HARASSMENT AT WORKPLACE:

The Company has zero tolerance approach for sexual harassment at workplace
and has adopted a policy on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
rules framed thereunder. We follow gender-neutral approach in handling
complaints of sexual harassment. This policy has been uploaded on the website
of the Company at www.tgifagri.com.

Pursuant to Section 6 of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, Company has not
constituted the Internal Complaints Committee as the count of employees of
the Company is less than ten.

As per the notification of Ministry of Corporate affairs effective from July 14,
2025, during the financial year 2024-2025, the Company has not received any
complaints on sexual harassment. Following are the details of the same:

• The number of Sexual Harassment Complaints received during the year: Nil

• The number of such complaints disposed of during the year: Nil

• The number of cases pending for a period exceeding ninety days: Nil

C. POLICY FOR PREVENTION OF INSIDER TRADING:

Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015, the Company has formulated and
adopted the Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information (“Code of Fair Disclosure”) of the
Company. The Code of Fair Disclosure is available on the website of the
Company www.tgifagri.com.

Further, pursuant to Regulation 9 of Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015, the Company has in place
the code of Conduct for Prevention of Insider Trading. The Code lays down
guidelines and procedures to be followed and regulate, monitor and report to
be made while dealing with the shares of the Company. The Company Secretary
has been appointed as a Compliance Officer and is responsible for monitoring
adherence to the Code.

24. Maternity Benefit Act, 1961

The Company complies with the provisions of Maternity Benefit Act, 1961, as and
when it becomes applicable.

25. CORPORATE SOCIAL RESPONSIBILITY

As on 31^st March, 2024, the provisions prescribed under Section 135 of the Act, in
respect of CSR is not applicable to the Company. Hence, the Company has neither
made any provision towards CSR nor have constituted the Corporate Social
Responsibility (CSR) Committee, during the Financial Year 2024-25.

26. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) read with Section 134(3)(a) of Act, the Annual Return as
on 31^st March, 2025 shall be placed on the Company’s website at
www.tgifagri.com.

27. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors of the Company
confirms that-

a) In preparation of the Annual Accounts for the financial year ended 31^st March
2025, the applicable Accounting Standards have been followed along with
proper explanation to material departures;

b) They 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 or loss of the Company, for that period.

c) They 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 preventing and detecting fraud
and other irregularities.

d) They have prepared the Annual Accounts on a going concern basis.

e) They have 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) They have devised proper systems to ensure compliance with the provisions of
all applicable laws and that such system is adequate and operating effectively.

28. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure C
which forms part of this report.

29. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Composition of Board of Directors and Key Managerial Personnel:

Name of Directors / Key Managerial Personnel	Designation
Niraj Gemawat	Non-Executive Director
Bharat Thaker1	Managing Director
Mrs. Rachana Gemawat2	Managing Director
Indrajeet Mitra	Non-Executive Director
Vishal Shah	Independent Director
Hursh Jani	Independent Director
Geetika Saluja	Independent Director
Sapan Dalal	Company Secretary & Compliance Officer
Amrish Vashishtha	Chief Financial Officer

¹ Mr. Bharat Thaker resigned from the office of Managing Director w.e.f. the closure of business hours

of May 31, 2024

² Mrs. Rachana Gemawat was appointed as Managing Director of the Company w.e.f. June 3, 2024.

Note: The Company had appointed Ms. Rachana Niraj Gemawat, as the Managing Director of the Company w.e.f.
3^rd June, 2024 vide 1^st Annual General Meeting of the Company dated 27^th August, 2024. However, due to
typographical errors in quoting the relevant sections of Companies Act, 2013 for her appointment as a Managing
Director; the Company had called an Extra-Ordinary General Meeting of members on 8^th November, 2024 to rectify
her appointment with the relevant provisions of the Companies Act, 2013 and made compliance with the Act

Retire by Rotation:

Mr. Niraj Gemawat (DIN:00030749) who retires by rotation and being eligible,
offered himself for re-appointment. A resolution seeking Shareholders’ approval for
his re-appointment was passed in the 1^st Annual General Meeting of the Company
held on 27^th August, 2024.

In pursuant to the provisions of Section 152 of the Act, Mr. Indrajeet Mitra, Non¬
Executive Director of the Company, would retire by rotation at the 2^nd Annual
General Meeting of the Company and being eligible for re-appointment. Mr.
Indrajeet Mitra offers himself for re-appointment. The Board recommends his re¬
appointment. The Notice convening the 2^nd AGM includes the proposal for his re¬
appointment as a Director. A brief profile of Mr. Indrajeet Mitra has also been
provided therein.

Declaration of Independence:

All Independent Directors have given declarations confirming that they meet
criteria of independence as prescribed both under Section 149 of the Act, and
Regulation 16(1)(b) of Listing Regulations with the Stock Exchanges. In the opinion
of the Board, Independent Directors appointed during the year, if any, is a Person
of integrity and possess relevant expertise and experience (including the
proficiency) ascertained from the online proficiency self-assessment test conducted
by the Indian Institute of Corporate Affairs (IICA).

Meetings of the Board:

During the year under review, total 10 (Ten) Board Meetings were convened. The
intervening gap between the meetings was within the period prescribed under the
Act and Listing Regulations as amended from time to time.

Committees of the Board of Directors:

In compliance with the requirement of applicable laws and as part of the best
governance practice, the Board has constituted various Committees of its
members. These Committees hold meetings at such frequencies as is deemed
necessary by them to effectively undertake and deliver upon the responsibilities
and tasks assigned to them. Minutes of the meetings of each of these Committees
are tabled regularly at the Board Meetings.

Your Company currently has 3 (Three) Committees viz.:

a) Audit Committee - The Company has a qualified and Independent Audit
Committee which acts as a link between the Statutory, Internal Auditors and
the Board of Directors. The terms of reference of the Audit Committee cover the
matters specified for Audit Committee in the Listing Regulations and Section
177 of the Act. During the year under review, total 5 Audit Committee Meetings
were convened.

As on 31^st March, 2025 the Audit Committee comprises of the following
members:

• Ms. Geetika Bhushan Saluja - Chairperson

• Mr. Hursh Pareshkumar Jani - Member

• Mr. Niraj Chhaganraj Gemawat - Member

b) Stakeholders Relationship Committee- Stakeholders Relationship Committee
is constituted according to Section 178 of the Act and Listing Regulations.
During the year under review, total 1 Committee Meetings was convened. The
Committee ensures cordial investor relations and oversees the mechanism for
redressal of investor grievances. The Committee specifically looks into redressing
shareholders and investor complaints/ grievances pertaining to share transfers,
and other allied complaints.

As on 31^st March, 2025, the Stakeholders Relationship Committee comprises of
the following members:

• Mr. Niraj Chhaganraj Gemawat - Chairperson

• Mr. Indrajeet Anath Mitra - Member

• Mr. Vishal Rameshbhai Shah - Member

c) Nomination and Remuneration Committee- As on 31^st March, 2025, the
Nomination and Remuneration Committee comprises of the following members-

• Ms. Geetika Bhushan Saluja - Chairperson

• Mr. Hursh Pareshkumar Jani - Member

• Mr. Niraj Chhaganraj Gemawat - Member

The terms of reference of the Nomination and Remuneration Committee cover the
matters specified for Nomination and Remuneration Committee in the
Listing Regulations and Section 178 of the Companies Act, 2013. During the
year under review, total 1 Committee Meetings was convened.

• Independent Director Meeting:

In terms of requirements under Schedule IV of the Act and Regulation 25 (3) of
Listing Regulations, a separate meeting of the Independent Directors was held on
February 13, 2025. The Independent Directors at the meeting, inter alia, reviewed
the following.

• Reviewed the duties, roles, and responsibilities of Independent Directors under
Schedule IV of Act;

• Evaluated the performance of the Non-Independent Directors and the Board as a
whole;

• Reviewed the performance of the Chairman of the Company, considering the
views of Executive Directors and Non-Executive Directors;

• Assessed the quality, quantity and timeliness of flow of information between the
management and the Board of Directors;

30. OTHER DISCLOSURES

The Directors state that the Company has made disclosures in this report for the
items prescribed in section 134 (3) of the Act and Rule 8 of The Companies
(Accounts) Rules, 2014 and other applicable provisions of the Act and Listing
Regulations, to the extent the transactions took place on those items during the
year. The Directors further state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during
the year under review;

• revision in the Board’s report or the Financial Statements.

• any subsidiary joint ventures or associate Companies.

• Application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016).

• 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 Bank or
Financial Institution.

Cost Records:

During the year under review, the Company is not required to maintain cost
records as specified by the Central Government under Section 148(1) of the Act
and accordingly such accounts & records are not made and maintained by the
Company.

31. AUDITORS
Statutory Auditor:

The Company had appointed M/s. Samir M. Shah & Associates, Chartered
Accountants, (Firm Reg. No. 122377W) as the Statutory Auditors of the Company
at the 1^st Annual General Meeting till the conclusion of 6^th Annual General Meeting
of the Company, i.e., for a period of 5 years.

Internal Auditor:

Pursuant to Section 138 of the Companies Act 2013, the Company had reappointed
Ms. Zalak Chokshi as an Internal Auditor of the Company for the FY 2024-25.

Secretarial Auditor:

Pursuant to the provision of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board
of Directors had appointed M/s Mukesh J & Associates, Company Secretaries for
conducting Secretarial Audit of the Company for the year ended 31^st March 2025.
Secretarial Audit Report issued by M/s Mukesh J & Associates in Form MR-3
(Annexure D) forms part of this report.

32. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR
ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE
PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The Statutory Auditors have not raised any qualifications, reservations or remarks
in their respective Audit Report for the financial year ended 31st March, 2025. The
specific notes forming part of the accounts referred to in the Auditors’ Report are
self-explanatory.

However, the Secretarial Auditor has made the following observations in his report:

1. During the year under review, the company had declared audited financial results for the
half year and fnancial year ended 31^st March, 2024 vide board meeting dated 30^th May,
2024; however, in the said results the company has inadvertently failed to provide the
declaration of unmodified opinion pursuant to Regulation 33 (3) (d) of the SEBI (LODR)
Regulations, 2015.

Management Comment: The management has duly noted the observation and clarified
that since the Company was incorporated in December, 2023 and got listed on 15th May,
2024, it was under the bona fide impression that the said declaration was required to be
furnished once the Company was in full operational condition. Accordingly, the non¬
submission of the declaration was inadvertent and unintentional.

2. During the year under review, the company had delayed in submitting in a timely manner
its 1^st Annual General Meeting (AGM) Outcome/proceedings as required under Regulation
30 of the SEBI (LODR) Regulations, 2015. Subsequently, the stock exchange had
requested clarification from the company wherein the management explained that the
said delay had occurred as the company had received its 1^st AGM recording from NSDL
on the next day. Further, the company has clarified that as it was the 1^st AGM of the
company since it got listed, the company and management wanted to be sure that there
was nothing left to be mentioned in the proceedings.

Management Comment: The observation was duly noted by the management.

33. CORPORATE GOVERNANCE:

The Company strives to incorporate the appropriate standards for corporate
governance. However, pursuant to Regulation 15(2) of Listing Regulations the
Company is not required to mandatorily comply with the provisions of certain

regulations of the Listing Regulations and therefore the Company has not provided
a separate report on Corporate Governance, although few of the information are
provided in this report under relevant heading.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 of Listing Regulations, a review of the performance of the
Company for the year under review, Management Discussion and Analysis Report,
highlighting the important aspects of the business of the Company is presented in
a separate section forming part of this Annual Report as Annexure - E.

35. LITIGATIONS:

There were no litigations outstanding on Company as on 31^st March, 2025.

36. FRAUD REPORTING

There have been no instances of fraud reported by the Statutory Auditors under
Section 143(12) of the Act and Rules framed thereunder either to the Company or
to the Central Government

37. ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the significant
contribution, assistance and co-operation received from the Banks, employees,
various government authorities, customers, vendors and shareholders during the
year.

For and on behalf of the Board of Directors of
TGIF AGRIBUSINESS LIMITED

^Sd/- Sd/-

RACHANA GEMAWAT NIRAJ GEMAWAT

MANAGING DIRECTOR DIRECTOR

DIN: 02029832 DIN: 00030749

Place: Ahmedabad
Date: 13^th August 2025

---

Mar 31, 2024

The Directors are pleased to present the 1^st Board''s Report of your Company together with the Audited Financial Statements and the Auditors’ Report for the Financial Year ended 31^st March, 2024.

1. FINANCIAL RESULTS:

The Company’s financial performances for the year under review are given hereunder:

(Amount in Thousands)
Particulars	Financial Year 2023-2024*
Revenue from Operations	15347.73
Other Income	654.35
Less: Finance Cost	9.56
Less: Depreciation & Amortization	367.70
PROFIT BEFORE TAX	6725.78
Provision for Tax (including deferred tax)	-
PROFIT AFTER TAX	6725.78
Interim / Final Dividend on Equity Shares & Tax thereon	-
Earnings per share (Basic)	3.54
Earnings per share (Diluted)	3.54
*Note: Since the Company was incorporated on December 27, 2023, we have provided details only
for the financial year 2023-2024.

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

During the year under review, the Company has earned a net revenue from operations on a Standalone basis of ? 15347.73 Thousand for the financial year 2023- 2024. Further, the Company has earned a Profit before tax (PBT) of ? 6725.78 Thousand and Profit after tax (PAT) of ? 6725.78 Thousand.

The financial statements are prepared under the historical cost convention, in accordance with Indian Generally Accepted Accounting Principles ("GAAP"), including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, on the accrual basis, as adopted consistently by the Company.

Cash and Cash equivalents as at March 31, 2024 were ? 11255.87 Thousand. The Company continues to focus on its working capital, receivables and other parameters.

3. DIVIDEND

With a view to conserve and save the resources for future prospects of the Company, the directors have not declared any dividend for the Financial Year 2023-24.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND

There is no unclaimed/unpaid Dividend within the meaning of the provisions of Section 125 of the Companies Act, 2013.

5. TRANSFER TO RESERVES

The Directors do not propose to transfer any amount to the Reserves. Total amount of net profit of ? 6725.78 Thousand if carried to the Reserves & Surplus as shown in the Balance Sheet of the Company.

6. SHARE CAPITAL

AUTHORISED SHARE CAPITAL:

The Company increased its Authorised Share Capital to ? 5,00,00,000 and is the same as on 31^st March, 2024.

ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL:

Upon conversion of Limited Liability Partnership to Limited Company, the initial subscribers invested ?1,90,00,000 to the incorporation of the Company.

Further 6,87,600 Equity Shares of face value of Rs. 10/- each at a premium of ? 83/- per share were issued through IPO and allotted on 13.05.2024.

The present paid-up share capital of the Company is ? 2,58,76,000 divided into 25,87,600 Equity Shares of the Rs. 10/- each and the entire shares of the Company is listed on BSE-SME exchange w.e.f. 15^th May, 2024.

7. DETAILS OF INITIAL PUBLIC OFFERING

The Company made its public offer of equity shares by way of fresh issue of equity shares in accordance with Chapter IX of The SEBI (ICDR) Regulations, 2018 as amended, wherein 6,87,600 Equity Shares were offered through Initial Public Offer. The public offer was opened on 8^th May 2024 and closed on 10^th May 2024 for all applicants. The 6,87,600 Equity Shares were offered at an offer price of ? 93/- per Equity Share (including a share premium of ? 83/- per equity Share). The shares were allotted on 13^th May, 2024 to the respective successful applicants under various categories as approved in consultation with the Authorized Representative of the Designated Stock Exchange viz. BSE Limited. The Equity shares of the Company were listed on BSE Limited under SME segment with effect from 15^th May, 2024. The Company’s IPO has received an overwhelming response and got oversubscribed by 37 times.

8. DETAILS OF UTILIZATION OF FUNDS AND STATEMENT OF DEVIATION!S) OR VARIATIONS):

Pursuant to Regulation 32 (1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations/ LODR’) there was no deviation/variation in the utilization of proceeds as mentioned in the objects stated in the Prospectus, in respect of the Initial Public Offering of the Company.

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

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

10. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Internal Financial Controls of the Company are adequate keeping in mind Company’s business size and mode of operations. All process and safety measures are followed to protect from any financial or business loss, unauthorized use or disposition of its assets. All the transactions are properly regulated through proper channels to maintain control.

The Board has adopted policies and procedures to ensure orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

11. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

On 27^th December 2023, the Company incorporated its Business by virtue of Conversion from LLP to Public Limited Company. The Board of Directors of the Company in their meeting held on 30^th December 2023 approved filing of draft Red Hearing Prospectus with BSE Limited on SME Segment.

The Board of Directors of the Company in their meeting held on 30 ^th April 2024 approved filing of final Prospectus with BSE Limited on SME Segment.

The Board of Directors of the Company in their meeting held on 13^th May 2024 Allotted Securities of 6,87,600 Equity Shares pursuant to Initial Public Offer made by the Company.

Subsequently, the Company got listed on BSE SME Segment on 15^th May 2024.

12. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The policy of the Company on directors’ appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under Companies Act, 2013, is available on our website, at https://tgifagri.com/corporate-policies/.

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

The information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, stipulated under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith (Annexure A) which forms a part of this Report.

14. SECRETARIAL STANDARDS

The Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

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

The Company has not provided any loans nor it has provided any guarantees under the provisions of Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

16. STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES/ ASSOCIATE COMPANIES/ JOINT VENTURES

Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014):

Part “ASubsidiaries is not applicable to the Company as the Company does not have any Subsidiary companies.

Part “B”: Associates and Joint Ventures is not applicable to the Company as the company does not have any Associate Companies and Joint Ventures.

17. PARTICULARS OF CONTRACTS OR ARRANGMENTS MADE WITH RELATED PARTIES UNDER SECTION 188:

Related party transactions that were entered during the financial year were on an arm’s length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company’s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. The details of these transactions are part of Notes to Accounts and Form AOC - 2 attached to this report as Annexure B.

The Board of Directors of the Company has in place the policy to regulate transactions between the Company and its related parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the Listing Regulations. This policy has been uploaded on the website of the Company at https://tgifagri.com/corporate-policies/.

A. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Vigil Mechanism provides a channel to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct or policy. It provides adequate safeguards against victimization of directors, employees and all stakeholders. It also provides direct access to the Chairman of the Audit Committee.

In compliance with Section 177 of the Companies Act, 2013 and other applicable provisions, the Company has formulated a Vigil Mechanism/ Whistle Blower Policy (Mechanism) for its Stakeholders, Directors and Employees in order to promote ethical behavior in all its business activities and in line with the best governance practices.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. This policy has been uploaded on the website of the Company at https://tgifagri.com/corporate-policies/.

B. POLICY FOR PROTECTION OF WOMEN AGAINST SEXUAL HARASSMENT AT WORKPLACE:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. We follow gender-neutral approach in handling complaints of sexual harassment. During the financial year 2023-2024, the Company has not received any complaints on sexual harassment. This policy has been uploaded on the website of the Company at https://tgifagri.com/corporate-policies/.

C. POLICY FOR PREVENTION OF INSIDER TRADING:

Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (“Code of Fair Disclosure”) of the Company. The Code of Fair Disclosure is available on the website of the Company https://tgifagri.com/corporate-policies/.

Further, pursuant to Regulation 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has in place the code of Conduct for Prevention of Insider Trading. The Code lays down guidelines and procedures to be followed and regulate, monitor and report to be made while dealing with the shares of the Company. The Company Secretary has been appointed as a Compliance Officer and is responsible for monitoring adherence to the Code.

The policy for Prohibition of Insider Trading has been uploaded on the website of the Company at https://tgifagri.com/corporate-policies/.

D. RISK MANAGEMENT POLICY

The risk management process is followed by the Company to ensure timely identification, categorization and prioritization of operational, financial and strategic business risks. Teams are authorized for managing such risks and updating it to the senior management. The Board and Audit Committee review the risk assessment in the company on regular basis.

The policy for Risk Management has been uploaded on the website of the Company at https://tgifagri.com/corporate-policies/.

19. CORPORATE SOCIAL RESPONSIBILITY

As on 31^st March, 2024, the provisions prescribed under Section 135 of the Companies Act, 2013 in respect of CSR is not applicable to the Company. Hence, the Company has neither made any provision towards CSR nor have constituted the Corporate Social Responsibility (CSR) Committee.

20. ANNUAL EVALUTION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:

The Annual Evaluation of the performance of the Board, its committees, and of Individual Directors is carried out by the Board and Committees from time to time.

21. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) read with Section 134(3)(a) of Companies Act, 2013, the Annual Return as on 31^st March, 2024 shall be placed on the Company’s website at https://tgifagri.com/annual-returns/.

22. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

a) In preparation of the Annual Accounts for the financial year ended 31^st March 2024, the applicable Accounting Standards have been followed along with proper explanation to material departures;

b) They 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 or loss of the Company, for that period.

c) They 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 preventing and detecting fraud and other irregularities.

d) They have prepared the Annual Accounts on a going concern basis.

e) They have 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) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system is adequate and operating effectively.

23. PUBLIC DEPOSITS

Your Company has not accepted, invited and/or received any deposits from public within the meaning of Section 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 2014.

24. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure C which forms part of this report.

Board of Directors and Key Managerial Personnel:

Name of Directors / Key Managerial Personnel	Designation
Niraj Gemawat	Non-Executive Director
Bharat Thaker1	Managing Director
Mrs. Rachana Gemawat2	Managing Director
Indrajeet Mitra	Non-Executive Director
Vishal Shah	Independent Director
Hursh Jani	Independent Director
Geetika Saluja	Independent Director
Sapan Dalal	Company Secretary & Compliance Officer
Chetna Kotadia3	Chief Financial Officer
Amrish Vashishtha4	Chief Financial Officer

¹ Mr. Bharat Thaker resigned from the office of Managing Director w.e.f. the closure of business hours

of May 31, 2024

² Mrs. Rachana Gemawat was appointed as Managing Director of the Company w.e.f. June 3, 2024.

³ Ms. Chetna Kotadia resigned from the office of Chief Financial Officer of the Company w.e.f. closure of business hours of 12^th February, 2024

⁴ Mr. Amrish Vashishtha was appointed as Chief Financial Officer of the Company w.e.f. February 12, 2024

AUDIT COMMITTEE
Name of Director	Status	Nature of Directorship
Geetika Saluja	Chairperson	Independent Director
Hursh Jani	Member	Independent Director
Niraj Gemawat	Member	Non-Executive Director
STAKEHOLDER RELATIONSHIP COMMITTEE
Name of Director	Status	Nature of Directorship
Niraj Gemawat	Chairperson	Non-Executive Director
Indrajeet Mitra	Member	Non-Executive Director
Vishal Shah	Member	Independent Director
NOMINATION	AND REMUNERATION COMMITTEE
Name of Director	Status	Nature of Directorship
Geetika Saluja	Chairperson	Independent Director
Hursh Jani	Member	Independent Director
Niraj Gemawat	Member	Non-Executive Director

Retire by Rotation:

In pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Niraj Gemawat, Non-Executive Director of the Company, would retire by rotation at the 1^st Annual General Meeting of the Company and being eligible for re-appointment. Mr. Niraj Gemawat has offered himself for re-appointment.

Declaration of Independence:

All Independent Directors have given declarations confirming that they meet criteria of independence as prescribed both under Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges.

Meetings of the Board:

During the year under review, total 5 (Five) Board Meetings were convened. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time.

Committees of the Board of Directors:

In compliance with the requirement of applicable laws and as part of the best governance practice, the Board has constituted various Committees of its members. These Committees hold meetings at such frequencies as is deemed necessary by them to effectively undertake and deliver upon the responsibilities and tasks assigned to them. Minutes of the meetings of each of these Committees are tabled regularly at the Board Meetings.

26. OTHER DISCLOSURES

The Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the Act and Listing Regulations, to the extent the transactions took place on those items during the year. The Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review;

• The Company has not bought back any of its securities during the year under review.

• The Company has not issued any Sweat Equity Shares during the year under review.

• The Company has not issued any Bonus Shares during the year under review.

• The Company has not provided any Stock Option Scheme to the employees.

• There is no revision in the Board’s report or the Financial Statements

• The Company does not have any subsidiary joint ventures or associate Companies.

27. NUMBER OF COMPLAINTS RELATING TO CHILD LABOUR, FORCED LABOUR, INVOLUNTARY LABOUR

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No cases of child labor, forced labor, involuntary labor and discriminatory employment were reported in the financial year under review.

28. AUDITORS Statutory Auditor:

The Company had appointed M/s. Samir M. Shah & Associates, Chartered Accountants, (Firm Reg. No. 122377W) as the first Statutory Auditors of the Company by the Board of Directors in their meeting held on 28^th December, 2023 till the conclusion of 1^st Annual General Meeting of the Company.

Further, in compliance with the provision of Section 139[1] of the Companies Act, 2013, the Board of Directors in their meeting held on 30^th May, 2024, appointed M/s. Samir M. Shah & Associates as the Statutory Auditors of the Company for a period of 5 years i.e. from the conclusion of 1^st Annual General Meeting till the conclusion of 6^th Annual General Meeting.

The Company has received a certificate from the M/s. Samir M. Shah & Associates in accordance with the provisions of Section 141 of the Companies Act, 2013.

There is no qualifications, reservations or adverse remarks made by M/s. Samir M. Shah & Associates, Statutory Auditors of the Company in their Audit Report for the year under review.

Internal Auditor:

Pursuant to Section 138 of the Companies Act 2013, the Company had appointed Ms. Zalak Chokshi as an Internal Auditor of the Company for the FY 2023-24.

Secretarial Auditor:

Pursuant to the provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed M/s Mukesh J & Associates, Company Secretaries for conducting Secretarial Audit of the Company for the year ended 31^st March 2024. Secretarial Audit Report issued by M/s Mukesh J & Associates in Form MR-3 (Annexure D) forms part of this report.

There is no qualifications, reservations or adverse remarks made by M/s Mukesh J & Associates, Secretarial Auditors of the Company in their Audit Report for the year under review.

29. CORPORATE GOVERNANCE:

The Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance, although few of the information are provided in this report under relevant heading.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a review of the performance of the Company for the year under review, Management Discussion and Analysis Report, highlighting the important aspects of the business of the Company is presented in a separate section forming part of this Annual Report as Annexure - E.

31. LITIGATIONS:

There were no litigations outstanding on Company as on 31^st March, 2024.

32. SECRETARIAL STANDARDS:

The Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

33. FRAUD REPORTING

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government

34. ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the significant contribution, assistance and co-operation received from the Banks, employees, various government authorities, customers, vendors and shareholders during the year.