Dear Shareholders,

Your Directors have pleasure in presenting the 52^nd Annual Report together with Audited Balance Sheet and Profit & Loss Account for the year ended on 31^st March, 2025. The highlights of the financial results are as under:

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

(Amt in Rs.)

The company has Profit of Rs.10,39,46,242.00 /- in 2024-25 as compared to Rs.80,26,864.83/- profit during the financial year 2023-24.

Your Directors do not recommended any dividend during the year.

During the year under review, the Company has changed its registered office from S F 213, I Square Near Shukan Mall, Science City Road, Sola, Daskroi, Ahmedabad, Gujarat, 380060 to S F 225, I Square Near Shukan Mall, Science City Road, Sola, Ahmedabad, Gujarat, 380060.

The Board of the Company has decided not to carry any amount to Reserves but continued to be credited to surplus profit and loss account.

The Board of Directors duly met 15 (Fifteen) times during the year. The Composition and attendance of each Director at the Board and Annual General Meeting of each Director is mentioned in corporate governance report which forms part of this report.

• Mr. Apurvkumar Pankajbhai Patel(DIN: 09551283) has resigned from the post of Non-executive Director of the Company w.e.f. October 08, 2024.

• Mr. Dhruvlkumar Patel (DIN: 10439439) has resigned from the post of the independent director of the Company w.e.f. October 19, 2024.

• Mr. Jaydeep Bakul Shah (DIN: 09535615) has resigned from the post of the independent director of the Company w.e.f. October 19, 2024.

• Mr. Naveen Sharma (DIN: 10659785) has been appointed as an Additional Director of the Company for the Category of Non-Executive Independent Director w.e.f. October 19,2024.

• Mrs. Saloni Mehra (DIN: 10062907) as has been an Additional Director of the Company for the Category of Non-Executive Independent Director w.e.f. October 19, 2024.

Mr. Pankajkumar Patel (DIN:09054613) who retires by rotation at this Annual General Meeting and being eligible, has offered himself for reappointment. The Board of Directors on recommendation of the Nomination and remuneration Committee has recommended his reappointment.

Mrs. Saloni Mehra, Mr. Naveen Sharma and Mrs. Jayaben Hirenbhai Patel are Independent Directors of your Company during the financial year ended on March 31, 2025. Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16(1)(b) of Listing Regulations (including any Statutory modification(s) or reenactments) for the time being in force.

The Board is of the opinion that all Independent Directors of your Company possess requisite qualifications, experience, expertise and they hold highest standards of integrity. During the year under review, the nonexecutive directors of your Company had no pecuniary relationship or transactions with your Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board /Committee of your Company.

Pursuant to the Provisions of the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, performance of the Chairman, the Committees and independent Directors without Participation of the relevant Director. The Nomination and Remuneration Committee of the Board continuously evaluates the performance of the Board and provides feedback to the Chairman of the Board. The independent directors had a separate meeting on March 24, 2024 without the presence of any non-independent directors and management and considered and evaluated the Board's performance, performance of the Chairman and other non independent directors and shared their views with the Chairman. The Board had also separately evaluated the performance of the Committees and independent directors without participation of the relevant director. None of your Company's directors is disqualified from being appointed as directors, as specified in Section

164(1) and Section 164(2) and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

As on the date of this report, the following are the key Managerial Personnel of your company:

• Pankajkumar Patel - Managing Director and Chief Financial Officer

• Shilpa Bansal - Company Secretary*

* During the Year Mr. Sohitkumar Dineshchandra Mehta, Company Secretary and Compliance Officer of the Company resigned with effect from September 18, 2024. Ms. Shilpa Bansal was appointed as Company Secretary and Compliance Officer with effect from September 18, 2024.

As required under the Companies Act, 2013 and SEBI Listing Regulations, 2015, your board has constituted following Committees:

(1) Audit Committee

(2) Nomination and Remuneration Committee and

(3) Stakeholders Relationship Committee.

A detailed note on the composition of the Committees, role and responsibilities assigned to these Committees etc. are mentioned in the Corporate Governance Report.

Pursuant to the requirement under Section 134(5) of the Act, with respect to Directors' responsibility statement, it is hereby confirmed that:

1. in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2025 and of the profit and loss of the Company for the said period;

3. the directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the directors have prepared the Annual Accounts on a going concern basis;

5. the directors of the Company have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Formerly Known as MIRCH TECHNOLOGIES (INDIA) LIMITED CIN -L01611GJ1972PLC147529

Regd. Office: S F 225 I Square Near Shukan Mall, Science City Road, Sola, Sola, Ahmedabad, Daskroi, Gujarat, India, 380060 Website: www.harshilagrotech.com.

Your Company has been complying with the principals of good Corporate Governance over the years and is committed to the highest standards of compliance. Transparency is the cornerstone of our company's philosophy, and your Company adheres to all corporate governance requirements in letter and spirit. All the Committees of the Board of Directors meet regularly as required in terms of SEBI Listing Regulations. The Board of Directors has taken the necessary steps to ensure compliance with statutory requirements. The Company's Directors, Key Management Personnel, and Senior Management Personnel have complied with the approved ‘Code of Conduct for Board of Directors and Senior Management Personnel'. According to schedule V of the SEBI Listing Regulations, a declaration to this effect, signed by the Managing Director and CEO of the Company, forms part of the Annual Report. The Report on Corporate Governance, as required under Regulation 34(3), read along with Schedule V of the SEBI Listing Regulations, is given in “Annexure A”. The Auditors' Certificate on compliance with corporate governance norms is also attached to this Report. Furthermore, as required under regulation 17(8) of the SEBI Listing Regulations, a certificate from the Managing Director & CEO and Director Finance & CFO is annexed to this Report.

The matters related to Auditors and their Reports are as under:

The Board of Director has recommended to the shareholder of the Company for their approval in Annual General Meeting to appointment of M/s. MARKS & CO. (FRN:139476W), Chartered Accountants, Ahmedabad, as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. S K Bhavsar & Co., Chartered Accountants (Firm Registration No.0145880W) for a period of 5 consecutive years commencing from the conclusion of this Annual General Meeting till the conclusion of the Annual General Meeting to be held for the financial year March 31, 2030 on such remuneration and out-of-pocket expenses, as may be fixed by the Management of the Company, in consultation with them.

The Auditors have confirmed that they are not disqualified from continuing as Auditors of your Company and they hold a valid certificate issued by the ICAI.

During the financial year 2024-25, no frauds have either occurred or noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time).

The Statutory Auditor has given favorable Report for the Financial year ended as on 31.03.2025. There is no any qualification mark in the Audit Report.

b) Secretarial Auditors:

Pursuant to the Provisions of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged the services of Mittal V Kothari & Associates, Practicing Company Secretaries, Ahmedabad to conduct the Secretarial Audit of your Company for the financial year ended March 31, 2025. The Secretarial Audit Report for the financial year ended March 31, 2025 in Form No. MR - 3 is attached as ‘Annexure B' to this report. The said report contains certain observation and qualification which are mentioned here in under.

The said report contains observation or qualification which is mentioned as below:

As the cost audit is not applicable to your Company, therefore your Company has not appointed the Cost Auditor pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014. Further, maintenance of cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, is not required by your Company and accordingly such accounts and records are not made and maintained.

d) Internal Auditor

The Board of Directors has on the recommendation of Audit Committee, and pursuant to the provision of Section 138 of the Companies Act 2013, has appointed an Internal Auditor of your Company.

The Annual Return of the Company for FY 24-25 in Form MGT-7 in accordance with Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, will be available on the website of the Company at www.harshilagrotech.com within 60 days after the Conclusion of 52^nd Annual General Meeting.

DEMATERIALIZATION OF SHARES:

As on March 31, 2025, there were 70,92,69,150 Equity Shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 99.73% of the total issued, subscribed and paid-up capital of your Company.

ISIN: INE098E01026

Pursuant to Regulation 34(2)(e) read with Paragraph B of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, the detailed Management's Discussion and Analysis Report is given as an Annexure “C” to this report.

All Contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm's length basis.

The details of related party transactions are annexed to this Board Report in Form AOC-2 and marked as “Annexure D” to this report.

The Nomination and Remuneration Committee of the Company formulates the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

The Company has adequate system of internal financial controls that are commensurate with its size and nature of business to safeguard and protect the Company from loss, unauthorized use or disposition of its assets.

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year.

All Directors and senior management personnel have affirmed compliance with the Code of Conduct for the Board of Directors and Senior Management Personnel. A declaration to that effect is attached to the Corporate Governance report.

In accordance with the requirement of Regulation 34 (3) and Schedule V Part F of SEBI Listing Regulations, no equity shares of the company are in suspense account.

Your Company is committed to highest standard of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Act. The policy provides a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them.

Presently, your Company has been carrying the business activities whose nature does not require to take steps for the conservation of energy. Additionally, the Company will introduce and implement several technological upgradations, with an objective to obtain improved quality of output at a reduced cost in upcoming times, if it requires. Further, there was neither Foreign Exchange Earning nor Foreign Exchange outgoing during the year under review.

Your Company has substantially and materially complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India, as amended from time to time.

Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other authorities, as may be required.

Remuneration to Non-Executive Directors:

The Non-Executive Directors are paid remuneration by way of sitting fees and commission.

Your Company has no employees, who draws the remunerations in excess of limits specified in Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act and the Rules framed thereunder is enclosed as ‘Annexure E' to this report.

No significant and material orders were passed by any Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future during the year under review.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

The Company's goal has always been to create an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences and other factors, and contribute to the best of their abilities. In line to make the workplace a safe environment, the Company has set up a policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment

of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“PoSH Act”). Further, the Company has complied with the provisions under the PoSH Act relating to the framing of an anti-sexual harassment policy and the constitution of an Internal Committee.

The Company has not received any complaints of work place complaints, including complaints on sexual harassment during the year under review. OR The following is a summary of complaints received and resolved during the reporting period:

There was no application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by Company's executives, staff, workers and valued shareholders.

For and on behalf of the Board of Director of HARSHIL AGROTECH LIMITED

Sd/-

PANKAJKUMR PATEL DIN: 09054613

Managing Director and Chairperson