Directors Report of Raghuvansh Agrofarms Ltd.

Mar 31, 2025

The Board of Directors has pleasure in presenting the Twenty Ninth Annual Report along with the
Audited Accounts for the year ended on 31st March, 2025.

FINANCIAL RESULTS:

STANDALONE FINANCIAL RESULT

During the year under review, performance of your company as under:

Particulars	Year ended 31st March 2025	Year ended 31st March 2024
Turnover	64256446	94375316
Other Income	57916560	46387405
Profit/(Loss) before taxation	63021547	62773642
Less : Tax Expense	13600000	7500000
Deferred Tax	(425159)	(581495)
Profit/(Loss) after tax	49846706	55855137

CONSOLIDATED FINANCIAL RESULTS

The consolidated performance of the group as per consolidated financial statements is as under:

Particulars	Year ended 31st March 2025	Year ended 31st March 2024
Turnover	103429173	139675478
Other Income	67180711	5876936
Profit/(Loss) before taxation	75765133	73393467
Less: Tax Expense	13796291	9100000
Deferred Tax	(899600)	(897334)
Profit/(Loss) after tax	62868442	65190801

STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK

In the financial year 2024-25, the company has maintained its ongoing business operations in the
production and trading of agricultural produce and dairy products.

All existing facilities of the company are operating effectively.

Since its inception, the company has been involved in agricultural activities, with a significant
portion of its operations focused on the cultivation of various organic vegetables, grains, cereals,
flowers, and other agricultural products. Additionally, the company successfully manages a
business in organic manure. It is also engaged in trading these products alongside other offerings.

The dairy farming sector of the company is thriving as well. The company has made substantial
efforts to improve the production and distribution of its dairy products, striving to establish direct
connections with consumers and end users.

Furthermore, the company is involved in power generation through its Bio Gas Power Plant, which
is operating successfully.

During the year under review, there is no change in the nature of the business of the company.

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DIVIDEND

However, with the view to conserve the resources of company, the directors are not recommending
any dividend.

INCREASE IN ISSUED, SUBSCRIBED AND PAID-UP EQUITY SHARE CAPITAL

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During the year, there is no change in the share capital of the Company.

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TRANSFER TO RESERVES IN TERMS OF SECTION 134(3)(J) OF THE COMPANIES ACT,
2013

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For the financial year ended on March 31, 2025, the Company has not transferred any amount to
Balance Sheet under the head "any specific reserve".

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SECRETARIAL AUDITOR

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Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Company had
appointed M/s. V AGNIHOTRI & ASSOCIATES a firm of the Company Secretaries in Practice, to
undertake the secretarial Audit of the Company.

The Secretarial Audit Report for the financial year ended on March 31, 2025, is annexed herewith
marked as Annexure-1 to this Report. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.

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The Board at its meeting held on 29^th May, 2025 has re-appointed M/s. V AGNIHOTRI &
ASSOCIATES Practicing Company Secretaries, as Secretarial Auditor, for conducting Secretarial
Audit of the Company for a period of 05 years from the Financial Year 2025-26, subject to the

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approval of the Shareholders in ensuing Annual General Meeting. Although, Regulation 24A of the
SEBI (LODR) Regulation 2015 is not applicable on the company. Still to ensure prudent corporate
governance practices, M/s. V AGNIHOTRI & ASSOCIATES Practicing Company Secretaries, as
Secretarial Auditor is proposed to be appointed for a period of 05 Years.

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WEBLINK OF ANNUAL RETURN

The annual return as and when made, will be available at the website of the Company at

:

www.raghuvanshagro.com

NUMBER OF MEETINGS OF THE BOARD

During the year only 08 Meetings of the Board of Directors held, the intervening gap between
meetings was within the period prescribed under the Companies Act, 2013.

Sl. No.	Date of the Meeting
1.	27.05.2024
2.	05.08.2024
3.	23.08.2024
4.	16.09.2024
5.	30.09.2024
6.	11.11.2024
7.	19.12.2024
8.	04.03.2025

(b) Composition

• The Board Comprises of five directors, one of them is Managing Director.

• The office of Managing Director is held by Mr. Subodh Agarwal one of the Promoters of the
compa ny.

The office of chairman is held by Mr. Anand Kumar Mishra who is an Independent Director of
the Company.

(b) Category and Attendance of each director at the Board meetings and the last AGM.

Name	DIN	Category of Directorship	No. of Board Meeting Attended	Attendance at last AGM
Mr. Subodh Agarwal	00122844	Managing Director- ED	8	Present
Mrs. Renu Agarwal	01767959	ED	8	present
Mr. N S Goel	02325340	NED-I	8	present
Mr. Neeraj Agarwal*	07718447	NED	5	--
Mr. Anand Kumar Mishra	10287469	NED-I	8	--
Ms. Kavya Agarwal**	08665424	NED	0	—

* Mr. Neeraj Agarwal ceased to be Non-Executive Director of the company on 06.06.2025 due to
submission of resignation.

**Ms. Kavya Agarwal has been appointed as an Additional Director in the category of Non¬
Executive Director on 20.08.2025 and her appointment would be regularized in ensuing annual
general meeting, subject to the approval of the Shareholders.

ED - Executive Director

NED- Non-Executive Director

NED - I - Non-Executive - Independent Director

(c) Number of other Companies in which Director of the Company is a Director:

Name of Director	No. of Directorships in other Boards
Mr. Subodh Agarwal	04
Mrs. Renu Agarwal	02
Mr. N.S.Goel	Nil
Mr. Neeraj Agarwal*	Nil
Mr. Anand Kumar Mishra	Nil
Ms. Kavya Agarwal	03

*Mr. Neeraj Agarwal ceased to be Non-Executive Director of the company on 06.06.2025 due to
submission of resignation.

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COMMITTEES OF THE BOARD

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There has been following constitution of the committees of the Board in accordance with the
requirements of the Companies Act, 2013 for the financial year ended on 31.03.2025. The
composition, terms of reference and other details of all Board level committees have been
elaborated in the report.

Details of the committees

Sl. No.	Name of the Committee	Chairman	Member	Member
1.	Audit Committee	Anand Kumar Mishra	Niranjan Swaroop Goel	Subodh Agarwal
2.	Nomination & Remuneration Committee	Niranjan Swaroop Goel	Anand Kumar Mishra	Neeraj Agarwal
3.	Sta keholder Relationship Committee	Anand Kumar Mishra	Subodh Agarwal	Niranjan Swaroop Goel

During the year there is no change in the chairmen and members of the committee. However,
following below mentioned changes took place after the completion

* Mr. Neeraj Agarwal had ceased to be Non-Executive Director of the company on 06.06.2025 due
to submission of resignation.

**Ms. Kavya Agarwal has been appointed as an Additional Director in the category of Non¬
Executive Director on 20.08.2025 and her appointment would be regularized in ensuing annual
general meeting, subject to the approval of the Shareholders.

***Note.: Corporate Social Responsibility Committee

Since the amount to be spent as a CSR Expenditure is less than Rs.50.00 Lacs, as per provisions
Sub-Section(9) of Section 135 of the Companies Act, 2013 (stated hereunder), Committee
formation is not mandatory for our company. Hence, the erstwhile CSR committee had been
dissolved on 04.02.2021, presently there is no CSR Committee, all the required functions are
discharged by the Board of Directors.

Inserted by the Companies (Amendment) Act, 2020. Notification dated 28th September, 2020Amendment Effective
from 22nd January 2021

[(9) Where the amount to be spent by a company under sub-section (5) does not exceed fifty lakh rupees, the
requirement under sub-section (1) _ for constitution of the Corporate Social Responsibility Committee shall not be
applicable and the _ functions of such Committee provided under this section shall, in such cases, be discharged by
the Board of Directors of such company.]

During the year, there were three Committees of the Board, they are as follows:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders'' Relationship Committee

I. AUDIT COMMITTEE

The Audit Committee comprises of Mr. Anand Kumar Mishra (Chairman-Non Executive Independent
Director), Mr. Subodh Agarwal (Member-Executive Director), Mr. Niranjan Swaroop Goel (Member-
Independent Director). All the recommendations made by audit committee were accepted by
Boa rd.

i. Terms of Reference: The terms of reference of this Committee are wide enough covering the
matters specified under the SEBI (LODR) Regulations 2015 and the Companies Act, 2013.

ii. Composition, Name of Members and Chairperson

Name	Designation	No. of Meetings Attended
Mr. Anand Kumar Mishra	Chairman	04
Mr. Subodh Agarwal	Member	04
Mr. N S Goel	Member	04

iii. Details of Audit Committee Meetings held during the year under review: During the year there
were 04 meetings of the Audit Committee held. The intervening gap between meetings was within
the period prescribed under the Companies Act, 2013.

Sr. No.	Date
1.	27.05.2024
2.	23.08.2024
3.	11.11.2024
4.	04.03.2025

Note: The Company Secretary of the Company acts as the Secretary to the Committee.

II. Nomination and Remuneration Committee

i. Terms of Reference:

The terms of reference of this Committee are wide enough covering the matters specified under the
SEBI (LODR) Regulations 2015 and the Companies Act, 2013.

ii. Composition, Name of Members and Chairperson

Name	Designation	No. of Meetings Attended
Mr. N S Goel	Chairman	01
Mr. Neeraj Agarwal	Member	01
Mr. Anand Kumar Mishra*	Member	01

Note: During the year, there is no change in the constitution of Nomination and Remuneration
Committee. However, on

iii. Details of Nomination and Remuneration Committee Meetings held during the year under
review: During the year there was 01 meeting of the Nomination and Remuneration Committee
held.

Sr. No.	Date
1.	05.08.2024

iv. Remuneration Policy

Remuneration policy of the Company aims at recommending and reviewing the remuneration to
Managing Director, Non-executive Directors, Executive Directors and Key Managerial Personnel of
the Company based on evaluation criteria such as industry benchmarks, company''s annual
performance & its strategy, expertise, talent and meritocracy.

Directors express their satisfaction with the evaluation process.

Details of remuneration paid to Managing Director for the year under review:

Name of the Director	Salary	Commission	Performance linked bonus	Perquisites and Contribution to Provident Fund	Terms of Appointment
Mr. Subodh Agarwal	6,00,000				05 Years,

^Particulars pursuant to the provisions of Section 197(2) of the companies Act, 2013 Read with
Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is
enclosed as Annexure-4

III. Stakeholders Relationship Committee

i. Terms of Reference

The terms of reference of this Committee are wide enough covering the matters specified under the
SEBI (LODR) Regulations 2015 and the Companies Act, 2013.

ii. Composition, Name of Members and Chairperson

Name	Designation	No. of Meetings Attended
Mr. Anand Kumar Mishra (Ind. Director)*	Chairman	01
Mr. Subodh Agarwal	Member	01
Mr. Niranjan Swaroop Goel (In. Director)	Member	01

Note: During the year, there is no change in the chairman and members of the committee.

iii. Details of Stakeholders Relationship Committee Meetings held during the year under review:
During the year there was only 01 meeting of the Stakeholders Relationship Committee held.

> The Company Secretary of the Company acts as the Secretary to the Committee.

> There was no complaint received from the shareholders during the period under review as per
the report provided by the Registrar and Transfer Agent, hence there are no pending
Complaints.

IV. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

i. Terms of Reference

The terms of reference of this Committee are wide enough covering the matters specified under the
Companies Act, 2013 and its rules i.e. The Companies (Corporate Social Responsibility Policy)
Rules, 2014.

Since the amount to be spent as a CSR Expenditure is less than Rs.50.00 Lacs, as per provisions
Sub-Section(9) of Section 135 of the Companies Act, 2013 (stated hereunder), Committee
formation is not mandatory for our company. Hence, there is no CSR Committee, all the required
functions are discharged by the Board of Directors.

Inserted by the Companies (Amendment) Act, 2020. Notification dated 28th September, 2020 Amendment Effective from 22nd January
2021

[(9) Where the amount to be spent by a company under sub-section (5) does not exceed fifty lakh rupees, the requirement under sub-section
(1) for constitution of the Corporate Social Responsibility Committee shall not be applicable and the functions of such Committee provided
under this section shall, in such cases, be discharged by the Board of Directors of such company.]

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186

Details of Loans and Investments covered under provision of section 186 of the Companies Act,
2013 are stated in the notes of financial statements.

RELATED PARTY TRANSACTION

All Related Party Transactions (RPT) that were entered into during the financial year, if any, were
on an arm''s length basis and in the ordinary course of business and do not have potential conflicts
with the Company.

Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with
rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-2 in Form AOC-2 and
the same forms part of this report.

SUBSIDIARY

There are two subsidiaries of Raghuvansh Agrofarms Limited:

1. Sanjeevani Fertilizers and Chemicals Private Limited(SFCPL)

Sanjeevani Fertilizers and Chemicals Pvt. Ltd. is an unlisted subsidiary of the Raghuvansh
Agrofarms Limited which holds 51.00% of the total equity share capital of the SFCPL. SFCPL is
primarily engaged in cultivation of fruits. Sanjeevani has orchards of Pomegranate, Guava and
Banana etc. The Orchards of SFCPL span across 1.888 hectares of farm land located at Village Gaur
Pathak, Tehsil Pokhrayan, District Ramabai Nagar (Old Kanpur Dehat). The said farm land is owned
by SFCPL. The gross revenue of the company stood at Rs.1,19,59,259/- (previous year Rs.
76,74,734/-). Profit after Tax stood Rs.48,60,998/- (Previous year Rs. 33,06,625/-).

2. Kanpur Organics Private Limited (KOPL)

Kanpur Organics Private Limited is an unlisted subsidiary of the Raghuvansh Agrofarms Limited as
it holds 94.78% of total equity Shares of the Kanpur Organics Private Limited. KOPL is primarily
engaged in the production of Organic Manure. The gross revenue of the company stood at
Rs.3,66,57,618/-[Previous year Rs.5,00,94,959/-]. Profit after Tax Rs.81,60,739/- (Previous year
Rs.60,29,039/-).

The details of financial performance of Subsidiaries are furnished in Annexure-3 and attached to
this report.

RISK MANAGEMENT

Adverse weather conditions, future climate changes, increases in labor, personnel and benefit
costs, Global Pandemic may adversely affect our business operations, as well as our operating
results.

To mitigate such risk the management is always vigilant to overcome the aforesaid problem by
applying appropriate technology, employing deserving executives, proper reporting and recording
of data, timely evaluation and best decisions making.

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year 2024-25, Mr. Subodh Agarwal bearing DIN: 00122844 had been re¬
appointed as Managing Director of the Company for a period of 05 years on 05.08.2024 by Board
of Directors which was later approved by the Shareholders in Annual General Meeting held on
21.09.2024.

In accordance with the provisions of the Act and the Articles of Association of the Company, Ms.
Renu Agarwal, Executive Director of the Company, retires by rotation at the ensuing Annual
General Meeting and being eligible has offered herself for re-appointment, apart from her, there is
one Managing Director and three Directors are Non-Executive (Including Two Independent
Directors).

However, on 06.06.2025 Mr. Neeraj Agarwal had ceased to be Non-Executive Director of the
Company. Ms. Kavya Agarwal has been appointed as an Additional Director in the category of Non¬
Executive Director on 20.08.2025 and her appointment would be regularized in ensuing annual
general meeting, subject to the approval of the Shareholders.

Except as above there was no change has taken place in the position of Directors and KMPs held by
them in the Financial Year 2024-25.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial
statements. During the Year, such controls were tested and no reportable material weaknesses in
the design or operation were observed.

PUBLIC DEPOSITS

As on March 31, 2025, there are no public deposits. There are no deposits that remain unclaimed.
The company has not renewed/ accepted fixed deposits and therefore, there is no information
required to be furnished in respect of outstanding deposits.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section
149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in
Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

Based on the confirmation / disclosures received from the Directors and on evaluation of the
relationships disclosed, the following Non-Executive Directors are Independent in terms of
regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies
Act, 2013 :-

• Mr. Anand Kumar Mishra

• Mr. Niranjan Swaroop Goel

And pursuant to the Companies (Appointment And Qualification of Directors) Rules, 2019 all the
Independent Directors of the Company have registered themselves with Independent Director''s
Data Bank.

BOARD EVALUATION

In accordance with the stipulations set forth in the Companies Act, 2013, as well as the Listing
Regulations and any other relevant rules and regulations, a distinct assessment was conducted to
appraise the performance of each Director, including the Chairman of the Board. This evaluation
was based on various criteria, including the degree of engagement and contribution, independence
of judgment, and the protection of the Company''s interests. The performance evaluation of the
Independent Directors was undertaken by the entire Board.

The Independent Directors conducted the performance assessment of the Non-Independent
Directors. The Directors conveyed their approval of the evaluation process.

COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company''s policy regarding the appointment and remuneration of Directors, which
encompasses the criteria for assessing qualifications, desirable attributes, independence of a
Director, and other relevant matters, is in accordance with the provisions outlined in the
Companies Act 2013 and the applicable regulations set forth by SEBI (LODR) Regulations 2015.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has developed a Whistle Blower Policy aimed at creating a vigilant mechanism for its
Directors and employees to report any concerns regarding unethical conduct, actual or suspected
fraud, or breaches of the company''s code of conduct or ethics policy. This Whistle Blower Policy can
be accessed on the Company''s website.

DETAILS IN RESPECT OF FRAUD

During the year under review, the Statutory Auditor in their report have not reported any instances
of frauds committed in the Company by its Officers or Employees under section 143(12) of the
Companies Act, 2013.

PARTICULARS OF EMPLOYEES

The particulars as required to Section 197 read with rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided in this report as an Annexure-4
and none of the employee is drawing remuneration of Rs.8,50,000/- or more per month if
employed for a part of the year or Rs. 1,02,00,000/- if employed throughout the period.

CORPORATE SOCIAL RESPONSIBILITY

The Erstwhile Corporate Social Responsibility ("CSR") Committee of the Board had formulated and
recommended to the Board a CSR Policy indicating cSr Activities which could be undertaken by the
Company. Board had adopted the same and continuing it.

Note.: Corporate Social Responsibility Committee

Since the amount to be spent as a CSR Expenditure is less than Rs.50.00 Lacs, as per provisions
Sub-Section(9) of Section 135 of the Companies Act, 2013 (stated hereunder), Committee
formation is not mandatory for our company. Hence, the erstwhile CSR committee had been
dissolved on 04.02.2021, presently there is no CSR Committee, all the required functions are
discharged by the Board of Directors.

Inserted by the Companies (Amendment) Act, 2020. Notification dated 28th September, 2020Amendment Effective
from 22nd January 2021

[(9) Where the amount to be spent by a company under sub-section (5) does not exceed fifty lakh rupees, the
requirement under sub-section (1) for constitution of the Corporate Social Responsibility Committee shall not be
applicable and the _ functions of such Committee provided under this section shall, in such cases, be discharged by
the Board of Directors of such company.]

The Company has identified focus areas for CSR Initiatives which includes:

1. Eradicating hunger, poverty and malnutrition

During the year under review, your company deployed more than 2% of its average net profits
(computed as per the relevant provisions of the Companies Act, 2013) of the Preceding years on
CSR Projects, fully utilizing the required amount.

The CSR Report on activities in accordance with the Companies (Corporate Social Responsibility
Policy) Rules, 2014 is attached as Annexure-5 to this report.

AUDITORS'' REPORT

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not
call for any further comments. The Auditors'' Report which is annexed hereto and forms part of the
Annual Report does not contain any qualification, reservation or adverse remark.

STATUTORY AUDITORS

M/s. KAMAL GUPTA ASSOCIATES (Firm Reg. No.: 000752C) had been re-appointed as Statutory
Auditors of the Company for a period of five years from the conclusion of 27^th Annual General
Meeting held on 24.09.2023 till the conclusion of 32^nd Annual General Meeting by the Shareholders
of the company. The Statutory Audit for the F.Y. 2024-25 done by M/s. KAMAL GUPTA
ASSOCIATES, Chartered Accountants.

CORPORATE GOVERNANCE

As per regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015

(2) The compliance with the corporate governance provisions as specified in regulations 17, [17A,] 18, 19, 20,
21,22, 23, 24, [24A,] 25, 26, 27 and clauses (b) to (i) 61[and (t)] of sub-regulation (2) of regulation 46 and para C,
D and E of Schedule V shall not apply, in respect of -

(a) 62[a] listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not
exceeding rupees twenty five crore, as on the last day of the previous financial year:

63[Provided that where the provisions of regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of
regulation 46 and para C, D and E of Schedule V become applicable to a listed entity at a later date, it shall
ensure compliance with the same within six months from such date:]

64[Provided further that once the above regulations become applicable to a listed entity, they shall continue to
remain applicable till such time the equity share capital or the net-worth of such entity reduces and remains below
the specified threshold for a period of three consecutive financial years.]

(b) 65[a] listed entity which has listed its specified securities on the SME Exchange:

66[Provided that for other listed entities which are not companies, but body corporate or are
subject to regulations under other statues, the provisions of corporate governance provisions as
specified in regulation 17, [17A,] 18, 19, 20, 21, 22, 23, 24, [24A,] 25, 26, [26A] 27 and clauses
(b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V shall apply to
the extent that it does not violate their respective statutes and guidelines or directives issued by
the relevant authorities.]

Hence, your company is exempted to comply with aforesaid provisions of the SEBI (LODR)
Regulation, 2015

SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND
REDRESSAL ACT, 2013

There were no complaints received during the financial year 2024-25 and hence no complaint is
outstanding as on 31.03.2025 for redressal. Further Company ensures that there is a healthy and
safe atmosphere for every women employee at the workplace and made the necessary policies for
safe and secure environment for women employee.

Number of Complaints under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013

Sl. No.	Particulars	Number of Complaints
01	Number of complaints filed during the financial year under review	0
02	Number of complaints disposed of during the financial year under review	0
03	Number of complaints pending for more than 90 days	0

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with
Regulation 33 of the SEBI (LODR) Regulations, 2015 the Consolidated Audited Financial Statements
and Consolidated Cash Flow Statement for the year ended on March 31, 2025 are provided in the
Annual Report.

A statement containing the salient features of the financial statements of each of the subsidiaries in
the prescribed Form AOC-1 are annexed (Annexure-3).

MATERIAL CHANGES SUBSEQUENT TO THE CLOSE OF THE YEAR

No such change or events occurred which effects the Financial Position of the Company.

COMPLIANCE WITH SECRETARIAL STANDARD

The Company has Complied with the applicable Secretarial Standards (as amended from time to
time) on meetings of the Board of Directors and Meeting of Shareholders i.e. SS-1 and SS-2 issued
by The Institute of Company Secretaries of India and approved by Central Government under
section 118(10) of the Companies Act, 2013.

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

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During the year under review, there has been no such significant and material orders passed by
the regulators or courts or tribunals impacting the going concern status and company''s operations
in future.

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COST RECORD

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-

As per section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit)
Rules, 2014, your Company is not required to maintain cost records.

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DIFFERENCE IN VALUATION

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The Company has not made any one-time settlement for loans taken from the Banks or Financial
Institutions, and hence the details of difference between amount of the valuation done at the time
of one-time settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof is not applicable.

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MATERNITY BENEFIT

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The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act,
1961.

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BUSINESS RESPONSIBILITY REPORT

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The Company was voluntarily disclosing Business Responsibility and Sustainability Report (BRSR) in
earlier year; however, since the Company does not fall under the top 1000 listed entities by market
capitalization as on March 31, 2025, BRSR disclosures are not applicable for FY 2024-25. The
Company continues to pursue responsible business practices and sustainability initiatives
voluntarily.

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

The Company had ventured into the field of renewable energy. The Company has been successfully
running a Bio Gas Power Plant on pilot basis at its Kapli Farms. The said plant has been operational
for a period of more than 6 years. Apart from that, the Company has commissioned 1000 M3
capacity Bio Gas Plant for Power Generation at the factory premises of its subsidiary, Sanjeevani
Fertilizers and Chemicals Private Limited and has entered into Memorandum of Understanding.

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There was no foreign exchange inflow or Outflow during the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors hereby confirm that:

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i. In the preparation of the annual accounts for financial year ended on March 31, 2025, the
applicable accounting standards have been followed.

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ii. 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 March 31, 2025 and of the profit of the Company for the year
ended on that date.

iii. 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 preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts for financial year ended on March 31, 2025 on
a ''going concern'' basis.

v. 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.

vi. 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.

OTHER DETAILS

The company has adopted number of codes and policies to comply with the provisions of various
applicable rules, regulations and act and uploaded the same on the website of the company if
required by the concerned law.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE 2016

During the year under review, there were no applications made or proceedings pending in the
name of the Company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN THE AMOUNTS OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASON THEREOF

During the year under review, there has been no one time settlement of Loans taken from Banks
and Financial Institution.

ACKNOWLEDGEMENT

We thank our customers, business associates, bankers, government authorities and other
stakeholders for their continued support during the year.

We wish to convey our deep appreciation to the suppliers/vendors for their valuable support. We
also place on record our sincere appreciation for the enthusiasm and commitment of Company''s
employees for the growth of the Company and look forward to their continued involvement and
support.

Place: Kanpur By order of the Board of Directors

Date: 20.08.2025 For Raghuvansh Agrofarms Limited

(Subodh Agarwal) (Renu Agarwal)

Managing Director Director

DIN: 00122844 DIN: 0176795

---

Mar 31, 2024

The Board of Directors has pleasure in presenting the Twenty Eighth Annual Report along with the Audited Accounts for the year ended on 31st March, 2024.

FINANCIAL RESULTS:

STANDALONE FINANCIAL RESULT

During the year under review, performance of your company as under:

Amount (in Rs.)

Particulars	Year ended 31st March 2024	Year ended 31st March 2023
Turnover	94375316	67446577
Other Income	46387405	34287193
Profit/(Loss) before taxation	62773642	56581332
Less : Tax Expense	7500000	8010500
Deferred Tax	(581495)	39983
Profit/(Loss) after tax	55855137	48530849

CONSOLIDATED FINANCIAL RESULTS

The consolidated performance of the group as per consolidated financial statements is as under:

Amount (in Rs.)

Particulars	Year ended 31st March 2024	Year ended 31st March 2023
Turnover	139675478	113491311
Other Income	58676936	41179361
Profit/(Loss) before taxation	73393467	69782097
Less: Tax Expense	9100000	10220500
Deferred Tax	(897334)	22879
Profit/(Loss) after tax	65190801	59584477

STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK

In the financial year 2023-24, the company has maintained its ongoing business operations in the production and trading of agricultural produce and dairy products.

All existing facilities of the company are operating effectively.

Since its inception, the company has been involved in agricultural activities, with a significant portion of its operations focused on the cultivation of various organic vegetables, grains, cereals, flowers, and other agricultural products. Additionally, the company successfully manages a business in organic manure. It is also engaged in trading these products alongside other offerings.

The dairy farming sector of the company is thriving as well. The company has made substantial efforts to improve the production and distribution of its dairy products, striving to establish direct connections with consumers and end users.

Furthermore, the company is involved in power generation through its Bio Gas Power Plant, which is operating successfully.

CHANGE INTHE NATURE OF BUSINESS IF ANY

During the year under review, there is no change in the nature of the business of the company. DIVIDEND

However, with the view to conserve the resources of company, the directors are not recommending any dividend.

INCREASE IN ISSUED, SUBSCRIBED AND PAID-UP EQUITY SHARE CAPITAL

During the year, there is no change in the share capital of the Company.

TRANSFER TO RESERVES IN TERMS OF SECTION 134(3)(J) OF THE COMPANIES ACT, 2013

For the financial year ended on March 31, 2024, the Company has not transferred any amount to Balance Sheet under the head "any specific reserve".

SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Company had appointed M/s. V AGNIHOTRI & ASSOCIATES a firm of the Company Secretaries in Practice, to undertake the secretarial Audit of the Company.

The Secretarial Audit Report for the financial year ended on March 31, 2024, is annexed herewith marked as Annexure-1 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board at its meeting held on 27^th May, 2024 has re-appointed M/s. V AGNIHOTRI & ASSOCIATES Practicing Company Secretaries, as Secretarial Auditor, for conducting Secretarial Audit of the Company for the Financial Year 2024-25.

WEBLINK OF ANNUAL RETURN

The annual return as and when made, will be available at the website of the Company at www.raghuvanshagro.com

NUMBER OF MEETINGS OF THE BOARD

During the year only 07 Meetings of the Board of Directors held, the intervening gap between meetings was within the period prescribed under the Companies Act, 2013.

Sl. No.	Date of the Meeting
1.	25.05.2023
2.	09.06.2023
3.	28.08.2023
4.	18.10.2023
5.	08.11.2023
6.	12.02.2024
7.	21.02.2024

(a) Composition

• The Board Comprises of five directors, one of them is Managing Director.

• The office of Managing Director is held by Mr. Subodh Agarwal one of the Promoters of the company.

The office of chairman is held by Mr. Anand Kumar Mishra who is an Independent Director of the Company.

(b) Category and Attendance of each director at the Board meetings and the last AGM.

Name	DIN	Category of Directorship	No. of Board Meeting Attended	Attendance at last AGM
Mr. Subodh Agarwal	00122844	Managing Director- ED	7	Present
Mrs. Renu Agarwal	01767959	ED	7	present
Mr. Vishal Maheshwari*	06766258	NED-I	3	present
Mr. N S Goel	02325340	NED-I	7	present
Mr. Neeraj Agarwal	07718447	NED	3	--
Mr. Anand Kumar Mishra	10287469	NED-I	4	—

* Mr. vishal Maheshwari had ceased to be an Independent Director of the company since the Completion of Annual General Meeting held on 24.09.2023 for the F.Y. 2022-23 due to completion of his tenure of appointment as an Independent Director.

ED - Executive Director

NED- Non-Executive Director

NED - I - Non-Executive - Independent Director

(c) Number of other Companies in which Director of the Company is a Director:

Name of Director	No. of Directorships in other Boards
Mr. Subodh Agarwal	04
Mrs. Renu Agarwal	01
Mr. Vishal Maheshwari	Nil
Mr. N.S.Goel	Nil
Mr. Neeraj Agarwal	Nil
Mr. Anand Kumar Mishra	Nil

COMMITTEES OF THE BOARD

There has been following constitution of the committees of the Board in accordance with the requirements of the Companies Act, 2013 for the financial year ended on 31.03.2024. The composition, terms of reference and other details of all Board level committees have been elaborated in the report.

Details of the committees

Sl. No.	Name of the Committee	Chairman		Member	Member	Member
1.	Audit Committee	Anand	Kumar	Niranjan	Subodh	Vishal

		Mishra*	Swaroop Goel	Agarwal	Maheshwari**
2.	Nomination & Remuneration Committee	Niranjan Swaroop Goel	Vishal Maheshwari**	Neeraj Agarwal	Anand Kumar Mishra*
3.	Stakeholder Relationship Committee	Anand Kumar Mishra*	Subodh Agarwal	Niranjan Swaroop Goel	Vishal Maheshwari**

*Mr. Anand Kumar Mishra has been appointed as an Independent Directors of the company on

24.09.2023

** Mr. Vishal Maheshwari ceased to be independent Director of the company from 24.09.2023 ***Note.: Corporate Social Responsibility Committee

Since the amount to be spent as a CSR Expenditure is less than Rs.50.00 Lacs, as per provisions Sub-Section(9) of Section 135 of the Companies Act, 2013 (stated hereunder), Committee formation is not mandatory for our company. Hence, the erstwhile CSR committee had been dissolved on 04.02.2021, presently there is no CSR Committee, all the required functions are discharged by the Board of Directors.

Inserted by the Companies (Amendment) Act, 2020. Notification dated 28th September, 2020Amendment Effective from 22nd January 2021

[(9) Where the amount to be spent by a company under sub-section (5) does not exceed fifty lakh rupees, the requirement under sub-section (1) for constitution of the Corporate Social Responsibility Committee shall not be applicable and the functions of such Committee provided under this section shall, in such cases, be discharged by the Board of Directors of such company.]

During the year, there were three Committees of the Board, they are as follows:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders'' Relationship Committee

I. AUDIT COMMITTEE

The Audit Committee comprises of Mr. Anand Kumar Mishra (Chairman-Non Executive Independent Director), Mr. Subodh Agarwal (Member-Executive Director), Mr. Niranjan

Swaroop Goel (Member- Independent Director). All the recommendations made by audit committee were accepted by Board.

i. Terms of Reference: The terms of reference of this Committee are wide enough covering the matters specified under the SEBI (LODR) Regulations 2015 and the Companies Act, 2013.

ii. Composition, Name of Members and Chairperson

Name	Designation	No. of Meetings Attended
Mr. Anand Kumar Mishra*	Chairman	02
Mr. Subodh Agarwal	Member	05
Mr. N S Goel	Member	05
Mr. Vishal Maheshwari**	Member	03

Note: During The year committee had been re-constituted due to the appointment of Mr. Anand Kumar Mishra as a Chairperson and cessation of tenure of appointment of Mr. Vishal Maheshwari.

*Mr. Anand Kumar Mishra has been appointed as an Independent Directors of the company on

24.09.2023

** Mr. Vishal Maheshwari ceased to be independent Director of the company from 24.09.2023

iii. Details of Audit Committee Meetings held during the year under review: During the year there were 05 meetings of the Audit Committee held. The intervening gap between meetings was within the period prescribed under the Companies Act, 2013.

Sr. No.	Date
1.	25.05.2023
2.	09.06.2023
3.	28.08.2023
4.	08.11.2023
5.	12.02.2024

Note: The Company Secretary of the Company acts as the Secretary to the Committee.

II. Nomination and Remuneration Committee

i. Terms of Reference:

The terms of reference of this Committee are wide enough covering the matters specified under the SEBI (LODR) Regulations 2015 and the Companies Act, 2013.

ii. Composition, Name of Members and Chairperson

Name	Designation	No. of Meetings Attended
Mr. N S Goel	Chairman	03
Mr. Vishal Maheshwari**	Member	02
Mr. Neeraj Agarwal	Member	02
Mr. Anand Kumar Mishra*	Member	01

Note: During the year committee had been re-constituted due to the appointment of Mr. Anand Kumar Mishra as a member of the committee and cessation of tenure of appointment of Mr. Vishal Maheswari.

*Mr. Anand Kumar Mishra has been appointed as an Independent Directors of the company on

24.09.2023

** Mr. Vishal Maheshwari ceased to be independent Director of the company from 24.09.2023

iii. Details of Nomination and Remuneration Committee Meetings held during the year under review: During the year there were 03 meetings of the Nomination and Remuneration Committee held.

Sr. No.	Date
1.	09.06.2023
2.	28.08.2023
3.	21.02.2024

iv. Remuneration Policy

Remuneration policy of the Company aims at recommending and reviewing the remuneration to Managing Director, Non-executive Directors, Executive Directors and Key Managerial Personnel of the Company based on evaluation criteria such as industry benchmarks, company''s annual performance & its strategy, expertise, talent and meritocracy.

Directors express their satisfaction with the evaluation process.

Details of remuneration paid to Managing Director for the year under review:

Name of the Director	Salary	Commission	Performance linked bonus	Perquisites and Contribution to Provident Fund	Terms of Appointment
Mr. Subodh Agarwal	6,00,000				05 Years,

*Particulars pursuant to the provisions of Section 197(2) of the companies Act, 2013 Read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure-4

III. Stakeholders Relationship Committee

i. Terms of Reference

The terms of reference of this Committee are wide enough covering the matters specified under the SEBI (LODR) Regulations 2015 and the Companies Act, 2013.

ii. Composition, Name of Members and Chairperson

Name	Designation	No. of Meetings Attended
Mr. Anand Kumar Mishra (Ind. Director)*	Chairman	00
Mr. Vishal Maheshwari (Ind. Director)**	Member	01
Mr. Subodh Agarwal	Member	01
Mr. Niranian Swaroop Goel (In. Director)	Member	01

Note: During the year committee had been re-constituted due to the appointment of Mr. Anand Kumar Mishra as a Chairperson and cessation of tenure of appointment of Mr. Vishal Maheswari.

*Mr. Anand Kumar Mishra has been appointed as an Independent Directors of the company on

24.09.2023

** Mr. Vishal Maheshwari ceased to be independent Director of the company from 24.09.2023

iii. Details of Stakeholders Relationship Committee Meetings held during the year under review: During the year there was only 01 meeting of the Stakeholders Relationship Committee held.

> The Company Secretary of the Company acts as the Secretary to the Committee.

> There was no complaint received from the shareholders during the period under review as per the report provided by the Registrar and Transfer Agent, hence there are no pending Complaints.

IV. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

i. Terms of Reference

The terms of reference of this Committee are wide enough covering the matters specified under the Companies Act, 2013 and its rules i.e. The Companies (Corporate Social Responsibility Policy) Rules, 2014.

Since the amount to be spent as a CSR Expenditure is less than Rs.50.00 Lacs, as per provisions Sub-Section(9) of Section 135 of the Companies Act, 2013 (stated hereunder), Committee formation is not mandatory for our company. Hence, there is no CSR Committee, all the required functions are discharged by the Board of Directors.

Inserted by the Companies (Amendment) Act, 2020. Notification dated 28th September, 2020 Amendment Effective from 22nd January 2021

[(9) Where the amount to be spent by a company under sub-section (5) does not exceed_ fifty lakh rupees, the requirement under sub-section (1), for constitution of the Corporate Social Responsibility Committee shall not be applicable and the functions of such Committee provided under this section shall, in such cases, be discharged by the Board of Directors of such company.]

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186

Details of Loans and Investments covered under provision of section 186 of the Companies Act, 2013 are stated in the notes of financial statements.

RELATED PARTY TRANSACTION

All Related Party Transactions (RPT) that were entered into during the financial year, if any, were on an arm''s length basis and in the ordinary course of business and do not have potential conflicts with the Company.

Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-2 in Form AOC-2 and the same forms part of this report.

SUBSIDIARY

There are two subsidiaries of Raghuvansh Agrofarms Limited:

1. Sanjeevani Fertilizers and Chemicals Private Limited(SFCPL)

Sanjeevani Fertilizers and Chemicals Pvt. Ltd. is an unlisted subsidiary of the Raghuvansh Agrofarms Limited which holds 51.00% of the total equity share capital of the SFCPL. SFCPL is primarily engaged in cultivation of fruits. Sanjeevani has orchards of Pomegranate, Guava and Banana etc. The Orchards of SFCPL span across 1.888 hectares of farm land located at Village Gaur Pathak, Tehsil Pokhrayan, District Ramabai Nagar (Old Kanpur Dehat). The said farm land is owned by SFCPL. The gross revenue of the company stood at Rs.76,74,734/- (previous year Rs.97,14,299/-). Profit after Tax stood Rs.33,06,625/- (Previous year Rs.48,81,447/-).

¹â€” 2. KanpurOrganics Private Limited (KOPL)

Kanpur Organics Private Limited is an unlisted subsidiary of the Raghuvansh Agrofarms Limited as it holds 94.78% of total equity Shares of the Kanpur Organics Private Limited. KOPL is primarily engaged in the production of Organic Manure. The gross revenue of the company stood at Rs.5,00,94,959/-[Previous year Rs. 4,34,02,603/-]. Profit after Tax Rs.60,29,039/- (Previous year Rs.61,72,181/-).

The details of financial performance of Subsidiaries are furnished in Annexure-3 and attached to this report.

RISK MANAGEMENT

Adverse weather conditions, future climate changes, increases in labor, personnel and benefit costs, Global Pandemic may adversely affect our business operations, as well as our operating results.

To mitigate such risk the management is always vigilant to overcome the aforesaid problem by applying appropriate technology, employing deserving executives, proper reporting and recording of data, timely evaluation and best decisions making.

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year 2023-24, Mr. Vishal Maheshwari has ceased to be an independent Director of the company w.e.f. 24.09.2023 due to completion of two tenures of the Independent Directorship. In Annual General Meeting held on 24.09.2023, shareholders had appointed Mr. Anand Kumar Mishra bearing DIN:10287469 as an Independent Director of the Company for a period of 05 years.

On 09.06.2023 Ms. Muskan had resigned from the Post of Chief Financial Officer of the Company and on the same day Mr. Ashish Verma was appointed as a Chief Financial Officer of the Company.

In accordance with the provisions of the Act and the Articles of Association of the Company, Ms. Renu Agarwal, Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment, apart from her, there is one Managing Director and two Directors are Non-Executive (Including Two Independent Directors) and one Executive Director.

And further Board of Director on 05.08.2024 have re-appointed Mr. Subodh Agarwal as the Managing Director of the company for a period of 05 years subject to the approval of Shareholders in ensuing Annual General Meeting.

Except as above there was no change has taken place in the position of Directors and KMPs held by them in the Financial Year 2023-24.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the Year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

PUBLIC DEPOSITS

As on March 31, 2024, there are no public deposits. There are no deposits that remain unclaimed. The company has not renewed/ accepted fixed deposits and therefore, there is no information required to be furnished in respect of outstanding deposits.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013 :-

• Mr. Anand Kumar Mishra

• Mr. Niranjan Swaroop Goel

And pursuant to the Companies (Appointment And Qualification of Directors) Rules, 2019 all the Independent Directors of the Company have registered themselves with Independent Director''s Data Bank.

BOARD EVALUATION

In accordance with the stipulations set forth in the Companies Act, 2013, as well as the Listing Regulations and any other relevant rules and regulations, a distinct assessment was conducted to appraise the performance of each Director, including the Chairman of the Board. This evaluation was based on various criteria, including the degree of engagement and contribution, independence of judgment, and the protection of the Company''s interests. The performance evaluation of the Independent Directors was undertaken by the entire Board.

The Independent Directors conducted the performance assessment of the Non-Independent Directors. The Directors conveyed their approval of the evaluation process.

COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company''s policy regarding the appointment and remuneration of Directors, which encompasses the criteria for assessing qualifications, desirable attributes, independence of a Director, and other relevant matters, is in accordance with the provisions outlined in the Companies Act 2013 and the applicable regulations set forth by SEBI (LODR) Regulations 2015.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has developed a Whistle Blower Policy aimed at creating a vigilant mechanism for its Directors and employees to report any concerns regarding unethical conduct, actual or suspected fraud, or breaches of the company''s code of conduct or ethics policy. This Whistle Blower Policy can be accessed on the Company''s website.

PARTICULARSOF EMPLOYEES

The particulars as required to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in this report as an Annexure-4 and none of the employee is drawing remuneration of Rs.8,50,000/- or more per month if employed for a part of the year or Rs.1,02,00,000/- if employed throughout the period.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility ("CSR") Committee of the Board had formulated and recommended to the Board a CSR Policy indicating CSR Activities which could be undertaken by the Company. Board had adopted the same and continuing it.

Note.: Corporate Social Responsibility Committee

Since the amount to be spent as a CSR Expenditure is less than Rs.50.00 Lacs, as per provisions Sub-Section(9) of Section 135 of the Companies Act, 2013 (stated hereunder), Committee formation is not mandatory for our company. Hence, the erstwhile CSR committee

had been dissolved on 04.02.2021, presently there is no CSR Committee, all the required functions are discharged by the Board of Directors.

Inserted by the Companies (Amendment) Act, 2020. Notification dated 28th September, 2020Amendment Effective from 22nd January 2021

[(9) Where the amount to be spent by a company under sub-section (5) does not exceed fifty lakh rupees, the requirement under sub-section (1) for constitution of the Corporate Social Responsibility Committee shall not be applicable and the functions of such Committee provided under this section shall, in such cases, be discharged by the Board of Directors of such company.]

The Company has identified focus areas for CSR Initiatives which includes:

1. Eradicating hunger, poverty and malnutrition

During the year under review, your company deployed more than 2% of its average net profits (computed as per the relevant provisions of the Companies Act, 2013) of the Preceding years on CSR Projects, fully utilizing the required amount.

The CSR Report on activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure-5 to this report.

AUDITORS'' REPORT

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report which is annexed hereto and forms part of the Annual Report does not contain any qualification, reservation or adverse remark.

STATUTORY AUDITORS

M/s. KAMAL GUPTA ASSOCIATES (Firm Reg. No.: 000752C) had been re-appointed as Statutory Auditors of the Company for a period of five years from the conclusion of 27^th Annual General Meeting held on 24.09.2023 till the conclusion of 32^nd Annual General Meeting by the Shareholders

of the company. The Statutory Audit for the F.Y. 2023-24 done by the M/s. KAMAL GUPTA ASSOCIATES, Chartered Accountants.

CORPORATE GOVERNANCE

As per regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

(2) The compliance with the corporate governance provisions as specified in regulations 17, 59[17A,] 18, 19, 20, 21,22, 23, 24, 60[24A,] 25, 26, 27 and clauses (b) to (i) 61[and (t)] of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply, in respect of -

(a) 62[a] listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year:

63[Provided that where the provisions of regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V become applicable to a listed entity at a later date, it shall ensure compliance with the same within six months from such date:]

64[Provided further that once the above regulations become applicable to a listed entity, they shall continue to remain applicable till such time the equity share capital or the net-worth of such entity reduces and remains below the specified threshold for a period of three consecutive financial years.]

(b) 65[a] listed entity which has listed its specified securities on the SME Exchange:

66[Provided that for other listed entities which are not companies, but body corporate or are subject to regulations under other statues, the provisions of corporate governance provisions as specified in regulation 17, 67[17A,] 18, 19, 20, 21, 22, 23, 24, 68[24A,] 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V shall apply to the extent that it does not violate their respective statutes and guidelines or directives issued by the relevant authorities.]

Hence, your company is exempted to comply with aforesaid provisions of the SEBI (LODR) Regulation, 2015

SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL ACT, 2013

There were no complaints received during the financial year 2023-24 and hence no complaint is outstanding as on 31.03.2024 for redressal. Further Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Regulation 33 of the SEBI (LODR) Regulations, 2015 the Consolidated Audited Financial Statements and Consolidated Cash Flow Statement for the year ended on March 31, 2024 are provided in the Annual Report.

A statement containing the salient features of the financial statements of each of the subsidiaries in the prescribed Form AOC-1 are annexed (Annexure-3).

MATERIAL CHANGES SUBSEQUENT TO THE CLOSE OF THE YEAR

No such change or events occurred which effects the Financial Position of the Company.

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

During the year under review, there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

BUSINESS RESPONSIBILITY REPORT

Business Responsibility and Sustainable Reporting for the year under review, as stipulated under Regulation 34 (2) (f) of SIBI (LODR) Regulations, 2015 and SEBI Circular No. SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122 dated July 12, 2023 is available at Microsoft Word - RAFL BRSR REPORT 2023-24 (raghuvanshagro.com)

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

The Company had ventured into the field of renewable energy. The Company has been successfully running a Bio Gas Power Plant on pilot basis at its Kapli Farms. The said plant has been operational for a period of more than 5 years. Apart from that, the Company has commissioned 1000 M3 capacity Bio Gas Plant for Power Generation at the factory premises of its subsidiary, Sanjeevani Fertilizers and Chemicals Private Limited and has entered into Memorandum of Understanding.

There was no foreign exchange inflow or Outflow during the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors hereby confirm that:

i. In the preparation of the annual accounts for financial year ended on March 31, 2024, the applicable accounting standards have been followed.

ii. 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 March 31, 2024 and of the profit of the Company for the year ended on that date.

iii. 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 preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts for financial year ended on March 31, 2024 on a ''going concern'' basis.

v. 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.

vi. 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.

OTHER DETAILS

The company has adopted number of codes and policies to comply with the provisions of various applicable rules, regulations and act and uploaded the same on the website of the company if required by the concerned law.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN THE AMOUNTS OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASON THEREOF

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institution.

ACKNOWLEDGEMENT

We thank our customers, business associates, bankers, government authorities and other stakeholders for their continued support during the year.

We wish to convey our deep appreciation to the suppliers/vendors for their valuable support. We also place on record our sincere appreciation for the enthusiasm and commitment of Company''s employees for the growth of the Company and look forward to their continued involvement and support.

Place: Kanpur By order of the Board of Directors

Date: 23.08.2024 For Raghuvansh Agrofarms Limited

(Subodh Agarwal) (Renu Agarwal)

Managing Director Director

DIN: 00122844 DIN: 01767959

---

Mar 31, 2018

The Board of Directors has pleasure in presenting the Twenty Second Annual Report along with the Audited Accounts for the year ended on 31st March, 2018.

FINANCIAL RESULTS:

STANDALONE FINANCIAL RESULT

During the year under review, performance of your company as under:

Amount (in Rs.)

Particulars	Year ended 31st March 2017	Year ended 31st March 2018
Turnover	74326569	232726228
Profit/(Loss) before taxation	38489680	43440047
Less : Tax Expense	900000	5697330
Less : Deferred Tax	1059478	614640
Profit/(Loss) after tax	36530202	38357357

CONSOLIDATED FINANCIAL RESULTS

The consolidated performance of the group as per consolidated financial statements is as under:

Amount (in Rs.)

Particulars	Year ended 31st March 2017	Year ended 31st March 2018
Turnover	162385888	285649393
Profit/(Loss) before taxation	51849156	59092520
Less : Tax Expense	2200000	6822330
Less : Deferred Tax	908536	925905
Profit/(Loss) after tax	48740620	53196095

STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK

As it is known that since beginning your company has been doing agriculture activities and most of its business operations are related to cultivation of various kinds of organic vegetables, grains, cereals, vegetables, flowers and organic manure. Company is also progressing in trading activities of these produces along with other products.

Dairy farming business of the company is also flourishing. Company has put the best efforts to enhance the production and distribution of dairy products. It is expected that company would explore more opportunities in dairy activities in coming time.

Company has made various agreements with ICAR (Indian Council of Agricultural Research) to improve the quality of produce of cultivation and increase in production of the product. The Scientists of the ICAR timely providing training to our staff to achieve the said objective and keep monitoring the performance and production as well.

And Company is engaged in Bio Gas Power Plant which is being run successfully.

CHANGE IN THE NATURE OF BUSINESS IF ANY

During the year under review there is no change in the nature of the business of the company.

DIVIDEND

However with the view to conserve the resources of company the directors are not recommending any dividend.

INCREASE IN ISSUED, SUBSCRIBED AND PAID UP EQUITY SHARE CAPITAL

During the year, there is no change is the share capital of the Company.

TRANSFER TO RESERVES IN TERMS OF SECTION 134(3)(J) OF THE COMPANIES ACT, 2013

For the financial year ended on March 31, 2018, the Company has not transferred any amount to Balance Sheet under the head “General Reserve Account”.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return, in format MGT -9, for the Financial Year 2017-18 has been enclosed with this report as an annexure- 3.

NUMBER OF MEETINGS OF THE BOARD

During the year only 07 Meetings (including one adjourned meeting held on 14.11.2017) of the Board of Directors held, the intervening gap between meetings was within the period prescribed under the Companies Act, 2013.

Sl. No.	Date of the Meeting
1.	11.05.2017
2.	30.05.2017
3.	19.08.2017
4.	13.11.2017
5.	14.11.2017
6.	15.02.2018
7.	15.03.2018

(a) Composition

- The Board Comprises of five directors, one of them is Managing Director.

- The office of Managing Director is held by Mr. Subodh Agarwal one of the Promoters of the company.

- The office of chairman is held by Mr. Vishal Maheshwari who is an Independent Director of the Company.

(b) Category and Attendance of each director at the Board meetings and the last AGM.

Name	DIN	Category of Directorship	No. of Board Meeting Attended	Attendance at last AGM
Mr. Subodh Agarwal	00122844	Managing Director- ED	06	Yes
Mrs. Renu Agarwal	01767959	ED	07	No
Mr. Vishal Maheshwari	06766258	NED-I	07	Yes
Mr. N S Goel	02325340	NED-I	07	No
Mr. Nee raj Agarwal	07718447	NED	07	No

ED - Executive Director

NED - I - Non-Executive - Independent Director

*Note:

- On 30th of January 2017 Mr. Neeraj Agarwal had been appointed as an Additional (Non Executive) Director in the Board of the Company and whose appointment had been regularized in the Annual General Meeting held on 23rd September, 2017.

(c) Number of other Companies in which Director of the Company is a Director:

Name of Director	No. of Directorships in other Boards
Mr. Subodh Agarwal	04
Mrs. Renu Agarwal	Nil
Mr. Vishal Maheshwari	01
Mr. N.S.Goel	Nil
Mr. Neeraj Agarwal	Nil

COMMITTEES OF THE BOARD

During the year, there has been following constitution of the committees of the Board in accordance with the requirements of the Companies Act, 2013. The composition, terms of reference and other details of all Board level committees have been elaborated in the report.

Details of the committees

Sl. No.	Name of the Committee	Chairman	Member	Member
1.	Audit Committee	Vishal Maheshwari	Niranjan Swaroop Goel	Subodh Agarwal
2.	Nomination & Remuneration Committee	Niranjan Swaroop Goel	Vishal Maheshwari	Neeraj Agarwal
3.	Stakeholder Relationship Committee	Vishal Maheshwari	Subodh Agarwal	Neeraj Agarwal

Presently there are three Committees of the Board, they are as follows:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders’ Relationship Committee

I. AUDIT COMMITTEE

The Audit Committee comprises of Mr. Vishal Maheshwari (Chairman-Non Executive Independent Director), Mr. Subodh Agarwal (Member-Whole Time Director), Mr. Niranjan Swaroop Goel (Member- Independent Director). All the recommendations made by audit committee were accepted by Board.

i. Terms of Reference: The terms of reference of this Committee are wide enough covering the matters specified under the SEBI (LODR) Regulations 2015 and the Companies Act, 2013.

ii. Composition, Name of Members and Chairperson

Name	Designation	No. of Meetings Attended
Mr. Vishal Maheshwari	Chairman	06
Mr. Subodh Agarwal	Member	06
Mr. N S Goel	Member	05

iii. Details of Audit Committee Meetings held during the year under review: During the year there were 06 meetings of the Audit Committee (including one adjourn meeting held on 14.11.2017) held. The intervening gap between meetings was within the period prescribed under the Companies Act, 2013.

Sr. No.	Date
1.	11.05.2017
2.	30.05.2017
3.	05.08.2017
4.	13.11.2017
5.	14.11.2017
6.	06.03.2018

Note: The Company Secretary of the Company acts as the Secretary to the Committee.

II. Nomination and Remuneration Committee

i. Terms of Reference:

The terms of reference of this Committee are wide enough covering the matters specified under the SEBI (LODR) Regulations 2015 and the Companies Act, 2013.

ii. Composition, Name of Members and Chairperson

Name	Designation	No. of Meetings Attended
Mr. N S Goel	Chairman	01
Mr. Vishal Maheshwari	Member	01
Mr. Nee raj Agarwal	Member	01

The meetings of the Committee were held on 03.04.2017.

iii. Remuneration Policy

Remuneration policy of the Company aims at recommending and reviewing the remuneration to Managing Director, Non-executive Directors, Executive Directors and Key Managerial Personnel of the Company based on evaluation criteria such as industry benchmarks, company’s annual performance & its strategy, expertise, talent and meritocracy.

Directors express their satisfaction with the evaluation process.

Details of remuneration paid to Managing Director for the year under review:

Name of the Director	Salary	Commission	Performance linked bonus	Perquisites and Contribution to Provident Fund	Terms of appointment
Mr.Subodh Agarwal	6,00,000				05 Years, (From 01/04/2014 To 31/03/2019)

III. Stakeholders Relationship Committee

i. Terms of Reference

The terms of reference of this Committee are wide enough covering the matters specified under the SEBI (LODR) Regulations 2015 and the Companies Act, 2013.

ii. Composition, Name of Members and Chairperson

Name	Designation	No. of Meetings Attended
Mr. Vishal Maheshwari (Ind. Director)	Chairman	01
Mr. Subodh Agarwal	Member	01
Mr. Niranjan Swaroop Goel (In. Director)	Member	01

The meeting of the Committee was held on 15.03.2018 which was attended by all the members.

- The Company Secretary of the Company acts as the Secretary to the Committee.

- There was no complaint received from the shareholders during the period under review as per the report provided by the Registrar and Transfer Agent, hence there are no pending Complaints.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186

Details of Loans and Investments covered under provision of section 186 of the Companies Act, 2013 are stated in the notes of financial statements.

RELATED PARTY TRANSACTION

All Related Party Transactions (RPT) that were entered into during the financial year were on an arm’s length basis and in the ordinary course of business and do not have potential conflicts with the Company.

Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-5 in Form AOC-2 and the same forms part of this report.

SUBSIDIARY

There are two subsidiaries of Raghuvansh Agrofarms Limited:

1. Sanjeevani Fertilizers and Chemicals Private Limited(SFCPL)

Sanjeevani Fertilizers and Chemicals Pvt. Ltd. is unlisted subsidiary of the Raghuvansh Agrofarms Limited which holds 51.00% of the total equity share capital of the SFCPL. SFCPL is primarily engaged in cultivation of fruits. Sanjeevani has orchards of Pomegranate, Guava and Banana etc. The Orchards of SFCPL span across 1.888 hectares of farm land located at Village Gaur Pathak, Tehsil Pokhrayan, District Ramabai Nagar (Old Kanpur Dehat). The said farm land is owned by SFCPL. The gross revenue of the company stood at Rs. 2,34,29,097/-(previous year Rs. 5,05,44,875/-). Profit after Tax stood Rs. 1,01,29,171/-(Previous year Rs. 69,54,332/-).

2. Kanpur Organics Private Limited(KOPL)

Kanpur Organics Private Limited is unlisted subsidiary of the Raghuvansh Agrofarms Limited as it holds 94.78% of total equity Shares of the Company. KOPL is primarily engaged in the production of Organic Manure. The gross revenue of the company stood at Rs. 3,10,46,924/-[Previous year Rs. 3,92,33,945/-]. Profit after Tax Rs. 47,09,567/- (Previous year Rs. 52,56,086/-).

The details of financial performance of Subsidiaries are furnished in annexure-4 and attached to this report.

RISK MANAGEMENT

Adverse weather conditions, future climate changes, Increases in labor, personnel and benefit costs, may adversely affect our business operations, as well as our operating results.

To mitigate such risk the management is always vigilant to overcome the aforesaid problem by applying appropriate technology, employing deserving executives, proper reporting and recording of data, timely evaluation and best decisions making.

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs. Renu Agarwal, Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered herself for reappointment, apart from her, there is one Managing Director, one Non-Executive Director (regularized in last Annual General Meeting) and rest of the Directors are Independent Directors.

During the financial year under review, on 30.01.2017 Mr. Neeraj Agarwal (DIN: 07718447) had been appointed as an Additional (Non Executive Non Independent) Director in the Board of the Company and whose appointment had been regularized in the Annual General Meeting held on 23rd September, 2017.

Except as above there was no change has taken place in the position of Directors and KMPs held by them in the Financial Year 2017-18.

On 31st May, 2018 Mr. D. P. Singh had resigned from the post of Chief Financial Officer of the Company. And Mrs. Renu Agarwal had been appointed as a Chief Financial Officer of the Company in a duly convened Board Meeting held on 21.06.2018.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the Year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

PUBLIC DEPOSITS

As on March 31, 2018, there are no public deposits. There are no deposits that remain unclaimed. The company has not renewed/ accepted fixed deposits and therefore there is no information required to be furnished in respect of outstanding deposits.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013 :-

- Mr. Vishal Maheshwari

- Mr. Niranjan Swaroop Goel

SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Company had appointed M/s. DEEDWANIA A & CO. a firm of the Company Secretaries in Practice, to undertake the secretarial Audit of the Company.

The Secretarial Audit Report for the financial year ended on March 31, 2018, is annexed herewith marked as annexure-1 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board at its meeting held on 28th May, 2018 has re-appointed M/s. DEEDWANIA A & CO. Practicing Company Secretaries, as Secretarial Auditor, for conducting Secretarial Audit of the Company for the Financial Year 2018-19.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, Listing Regulations along with other rules and regulations applicable, if any, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment and safeguarding the interest of the Company etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters is as per the provisions of the of the Companies Act 2013 and applicable regulations of SEBI(LODR) Regulations 2015.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the company’s code of conduct or ethics policy. The Whistle Blower Policy is available on the website of the Company.

PARTICULARS OF EMPLOYEES

The particulars as required to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in this report as an annexure-6 and none of the employee is drawing remuneration of Rs.5,00,000/- or more per month if employed for a part of the year or Rs.60,00,000/- if employed throughout the period.

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors of the Company hereby confirms that the provisions of Section 135(1) of the Companies Act, 2013 is not applicable to our company.

AUDITORS’ REPORT

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report which is annexed hereto and forms part of the Annual Report does not contain any qualification, reservation or adverse remark.

STATUTORY AUDITORS

M/s. KAMAL GUPTA ASSOCIATES (Firm Reg. No.: 000752C) having its office at 18-B, NAVEEN MARKET, KANPUR-208001, UTTAR PRADESH has been appointed in an Extraordinary General Meeting held on 20.04.2018, to fill the casual vacancy caused by the resignation of M/s. U. Narain & Company Chartered Accountants, for the audit of accounts for the financial year 2017-18. Further, M/s. KAMAL GUPTA ASSOCIATES (Firm Reg. No.: 000752C) are proposed to be appointed as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of 27th Annual General Meeting. The Company has received the certificate that its appointment as Auditors is within the limit as laid down U/s. 139 of the Companies Act 2013.

CORPORATE GOVERNANCE

As per regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

“15(2) : The compliance with the corporate governance provisions as specified in regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply, in respect of -

15(2)(b): the listed entity which has listed its specified securities on the SME Exchange:

Provided that for other listed entities which are not companies, but body corporate or are subject to regulations under other statues, the provisions of corporate governance provisions as specified in regulation 17, 18, 19, 20,21,22, 23, 24, 25, 26, 27 and clauses

(b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall apply to the extent that it does not violate their respective statutes and guidelines or directives issued by the relevant authorities.

Hence your company is exempted to comply with aforesaid provisions of the SEBI (LODR) Regulation, 2015

SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL ACT, 2013

There were no complaints received during the financial year 2017-18 and hence no complaint is outstanding as on 31.03.2018 for redressal. Further Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Regulation 33 of the SEBI (LODR) Regulations, 2015 the Consolidated Audited Financial Statements and Consolidated Cash Flow Statement for the year ended on March 31, 2017 are provided in the Annual Report.

A statement containing the salient features of the financial statements of each of the subsidiary in the prescribed Form AOC-1 are annexed (Annexure-4).

MATERIAL CHANGES SUBSEQUENT TO THE CLOSE OF THE YEAR

No material changes have been occurred between Balance Sheet date and the date on which the financial statement are approved by the Board of Directors.

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

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

BUSINESS RESPONSIBILITY REPORT

The Board of Directors of the Company hereby confirms that, according to the provisions of Regulation 34(2)(f) of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation 2015, report known as Business Responsibility Report (BRR) is not mandatorily applicable to our company, hence not annexed with Annual Report.

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

The Company has ventured into the field of renewable energy. The Company has been successfully running a Bio Gas Power Plant on pilot basis at its Kapli Farms. The said plant has been operational for a period of more than 3 years. Apart from that, the Company has commissioned 1000 M3 capacity Bio Gas Plant for Power Generation at the factory premises of its subsidiary, M/s Sanjeevani Fertilizers and Chemicals Private Limited and has entered into Memorandum of Understanding.

There was no foreign exchange inflow or Outflow during the year under review.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors hereby confirm that:

i. In the preparation of the annual accounts for financial year ended on March 31, 2018, the applicable accounting standards have been followed.

ii. 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 March 31, 2018 and of the profit of the Company for the year ended on that date.

iii. 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 preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts for financial year ended on March 31, 2018 on a ‘going concern’ basis.

v. 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.

vi. 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.

OTHER DETAILS

The company has adopted number of codes and policies to comply with the provisions of various applicable rules, regulations and act and uploaded the same on the website of the company if required by the concerned law.

ACKNOWLEDGEMENT

We thank our customers, business associates, bankers, government authorities and other stakeholders for their continued support during the year.

We wish to convey our deep appreciation to the suppliers/vendors for their valuable support. We also place on record our sincere appreciation for the enthusiasm and commitment of Company’s employees for the growth of the Company and look forward to their continued involvement and support.

Place: Kanpur By order of the Board of Directors

Date: 06.08.2018 For Raghuvansh Agrofarms Limited

-Sd- -Sd-

(Subodh Agarwal) (Renu Agarwal)

Managing Director Director

DIN: 00122844 DIN: 01767959

---

Mar 31, 2015

The Board of Directors has pleasure in presenting the Nineteenth Annual Report along with the Audited Accounts for the year ended on 31st March, 2015

FINANCIAL RESULTS (STANDALONE & CONSOLIDATED)

During the year under review, performance of your company as under:

Particulars Year ended Year ended 31st March 2015 31st March 2014

Turnover 17925287 11634795

Profit/(Loss) before taxation 2766445 537021

Less : Tax Expense 250000 250820

Less : Deferred Tax (1072245) (176738)

Profit/(Loss) after tax 3588690 462939

The consolidated performance of the group as per consolidated financial statements is as under:

Particulars Year ended 31st Year ended 31st March 2015 March 2014

Turnover 35770789 19688936

Profit/(Loss) before taxation 3965348 683519

Less : Tax Expense 414946 335810

Less : Deferred Tax (1176869) (235733)

Profit/(Loss) after tax 4727271 583442

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

Since its inception, the Company is engaged in agriculture operations. The Company is broadly engaged in cultivation of Organic Vegetables, Organic Grains and Cereals. We have an integrated facility for cultivation, processing and distribution of agricultural produce. Apart from the above, the Company is also engaged in dairy farming and production and distribution of dairy products.

Recently the Company has ventured into the field of renewable energy. The Company has been successfully running a Bio Gas Power Plant on pilot basis at its Kapli Farms. The said plant has been operational for a period of more than 1 year. Apart from that, the Company is in process of commissioning a 1000 M3 capacity Bio Gas Plant for Power Generation at the factory premises of its subsidiary, M/s Sanjeevani Fertilizers and Chemicals Private Limited.

The Company is also planning to set up a 3 MCi commercial radiation processing facility for approved low and medium dose items such wheat, atta, Soya bean and spices such as Coriander, Chilies etc. in Pitampura Industrial Area on Agra- Mumbai, Road, Indore, Madhya Pradesh and has entered into a Memorandum of Understanding ("MOU") with President of India acting through and represented by Board of Radiation and Isotope Technology (" BRIT").

DIVIDEND

However with the view to conserve the resources of company the directors are not recommending any dividend.

INCREASE IN ISSUED, SUBSCRIBED AND PAID UP EQUITY SHARE CAPITAL

During the year, the Company issued and allotted 36,00,000 equity shares of the Company through initial public offer by listing on BSE SME platform. Consequently, the issued, subscribed and paid–up capital of the Company increased from Rs. 8,31,75,500/- divided into 83,17,550 equity shares of Rs. 10 each to Rs. 11,91,75,500/- divided into 1,19,17,550 equity shares of Re. 10 each.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return, in format MGT -9, for the Financial Year 2014-15 has been enclosed with this report as an annexure- 3.

NUMBER OF MEETINGS OF THE BOARD

The details of number of meeting of the Board held during the financial year 2014-15 forms part of the Corporate Governance Report.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186

Details of Loans and Investments covered under provision of section 186 of the Companies Act, 2013 are stated in the notes of financial statements.

RELATED PARTY TRANSACTION

In terms of the Accounting Standard-18 "Related Party Disclosures", as notified under the Companies (Accounting Standards) Rules, 2006, the Company has identified the related parties covered therein and details of transactions with such related parties have been disclosed in Notes to the Accounts forming part of this Annual Report.

Transactions with related parties entered into by the Company are in the normal course of business on arm's length basis and do not have potential conflicts with the Company. Further, these transactions are also placed in the Audit Committee Meeting(s).

COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees. There were four committees one of them, IPO committee which got dissolved as the objective of the committee was achieved so presently there are three Committees of the Board, as follows:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders' Relationship Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

SUBSIDIARY

There are two subsidiaries of Raghuvansh Agrofarms Limited:

1. Sanjeevani Fertilizers and Chemicals Private Limited

Sanjeevani Fertilizers and Chemicals Pvt. Ltd. is unlisted material subsidiary of the Raghuvansh Agro farms Limited. It holds 51.00% of the total equity share capital of the company; SFCPL is primarily engaged in cultivation of fruits. Sanjeevani has orchards of Pomegranate, Guava and Banana etc. The Orchards of SFCPL span across 1.888 hectares of farm land located at Village Gaur Pathak, Thesil Pokhrayan, District Ramabai Nagar (Old Kanpur Dehat). The said farm land is owned by SFCPL. The gross revenue of the company stood at Rs. 1,17,93,141/-(previous year Rs. 80,54,142/-). Profit after Tax stood Rs. 6,29,547/- (Previous year Rs. 94,484/-).

2. Kanpur Organics Private Limited

Kanpur Organics Private Limited is unlisted subsidiary of the Raghuvansh Agrofarms Limited as it holds 94.78% of total equity Shares of the Company. The gross revenue of the company stood at Rs.60,52,361/-[Previous year Rs. 1,22,501/- (from other income)]. Profit after Tax Rs. 5,09,035/-(Previous year Rs. 26,019/-).

The details of financial performance of Subsidiaries are furnished in annexure-4 and attached to this report.

RISK MANAGEMENT

Adverse weather conditions, future climate changes, Increases in labor, personnel and benefits costs, may adversely affect our business operations, as well as our operating results.

To mitigate such risk the management is always vigilant to overcome the aforesaid problem by applying appropriate technology, employing deserving executives, proper reporting and recording of data, timely evaluation and best decisions making.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs. Renu Agarwal, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered herself for reappointment.

During the financial year under review the members approved the appointment of Mrs. Renu Agarwal (DIN: 01767959) Non-executive Non Independent Director, Mr. Subhash Ghosh (DIN: 02195056) Non-executive Non Independent Director who are liable to retire by rotation, Mr. Vishal Maheshwari (DIN: 06766258) Independent Director and Mr. Rajesh Kumar (DIN: 06703566) Independent Director who are not liable to retire by rotation. And Mr. Devendra Pratap Singh and Mr. Vinod Kumar Maheshwari have resigned from the office of directorship on 01.07.2014.

The following employees were designated as whole time Key Managerial Personnel by the Board of Directors during the period under review.

Mr. Subodh Agarwal - Managing Director

Mr. Devendra Pratap Singh – Chief Financial Officer (appointed on 01.08.2014).

Mr. Rajit Verma- Company Secretary and Compliance Officer (appointed on 01.09.2014).

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the Year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

PUBLIC DEPOSITS

As on March 31, 2015, there are no public deposits. There are no deposits that remain unclaimed. The company has not renewed/ accepted fixed deposits.

BOARD INDEPENDENCE

Our definition of 'Independence' of Directors is derived from Section 149(6) of the Companies Act, 2013 and Clause 52 of the Listing Agreement with Stock Exchanges. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Clause 52 of the Listing Agreement and Section 149(6) of the Companies Act, 2013 :-

- Mr. Vishal Maheshwari

- Mr. Rajesh Kumar

SECRETARIAL AUDITOR

The Board has appointed M/s. JCA & CO. , Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as annexure-1 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

AUDIT COMMITTEE

The Audit Committee comprises of Mr. Vishal Maheshwari (Chairman), Mr. Subodh Agarwal (Member), Mr. Rajesh Kumar (Member). All the recommendations made by audit committee were accepted by Board.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 52 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is explained in the Corporate Governance Report.

VIGIL MECHANISM

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the company's code of conduct or ethics policy. The Whistle Blower Policy is available on the website of the Company.

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance practices as stipulated under listing agreement with the Stock Exchange and rules set out by SEBI. A separate section on Corporate Governance under the Listing Agreement forms the part of this Annual Report. And the certificate from the Practicing Company Secretary, confirming the Compliances, is annexed as an annexure-2.

EMPLOYEES

The particulars as required to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are furnished as none of the employee is drawing remuneration of Rs.5,00,000/- or more per month if employed for a part of the year or Rs.60,00,000/-if employed throughout the period.

STATUTORY AUDITORS

M/s Naval Kapur & Co., Chartered Accountants (Firm Registration No. [005851C], the Statutory Auditors of the Company who is to hold office from the conclusion of the 18th Annual General Meeting until the conclusion of the 23rd Annual General Meeting of the Company subject to ratification in every Annual General Meeting, be and is hereby ratified.

AUDITORS' REPORT

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark which is annexed hereto and forms part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Clause 34 of the Listing Agreement, the Consolidated Audited Financial Statements and Consolidated Cash Flow Statement for the year ended March 31, 2015 are provided in the Annual Report.

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

The Company has ventured into the field of renewable energy. The Company has been successfully running a Bio Gas Power Plant on pilot basis at its Kapli Farms. The said plant has been operational for a period of more than 1 year. Apart from that, the Company is in process of commissioning a 1000 M3 capacity Bio Gas Plant for Power Generation at the factory premises of its subsidiary, M/s Sanjeevani Fertilizers and Chemicals Private Limited and has entered into Memorandum of Understanding.

The Company is also planning to set up a 3 Mci commercial radiation processing facility for approved low and medium dose items such wheat, atta, Soya bean and spices such as Coriander, Chilies etc. in Pitampura Industrial Area on Agra- Mumbai, Road, Indore, Madhya Pradesh and has entered into a Memorandum of Understanding dated August 23, 2014 ("MOU") with President of India acting through and represented by Board of Radiation and Isotope Technology (" BRIT").

There was no foreign exchange inflow or Outflow during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors hereby confirm that:

i. In the preparation of the annual accounts for financial year ended on March 31, 2015, the applicable accounting standards have been followed.

ii. 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 March 31, 2015 and of the profit of the Company for the year ended on that date.

iii. 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 preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts for financial year ended on March 31, 2015 on a 'going concern' basis.

v. 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.

vi. 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.

ACKNOWLEDGEMENT

We thank our customers, business associates, bankers and government authorities for their continued support during the last year.

We wish to convey our deep appreciation to the suppliers/vendors for their valuable support. We also place on record our sincere appreciation for the enthusiasm and commitment of Company's employees for the growth of the Company and look forward to their continued involvement and support.

Place: Kanpur By order of the Board of Directors

Date: 18.08.2015 For Raghuvansh Agrofarms Limited

-Sd- -Sd-

(Subodh Agarwal) (Renu Agarwal)

Managing Director Director

DIN: 00122844 DIN: 01767959