Your Directors are pleased to present the 39^th Annual Report of Bharat Agri Fert & Realty Limited (the Company or BAFRL) along with the Audited Financial Statements for the Financial Year ended March 31, 2024.

FINANCIAL HIGHLIGHTS:

The Audited Financial Statements of your Company as on March 31, 2024, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlights are depicted below:

(Amount in Lakhs)

OPERATIONAL REVIEW & STATE OF COMPANY'S AFFAIRS:

a) Fertilizer Division: -

During the year under review, company has not received any positive support from existing bankers for availing additional working capital limits for import of rock phosphate from Middle East countries, which has resulted in lower production capacity. In addition, it was difficult to buy imported rock phosphate during ongoing war situation. Company tried to liquidate available fertilizer stock during the period and kept plant's condition Up-to-date for an opportunity either on additional working capital from any other bankers or offering entire fixed assets of fertilizer units under "lease cum conversion basis" and few discussions are going on which will be finalized during September 2024. Company has obtained No Dues Certificate from bankers and filed Satisfaction charge to offer assets to any new lessee company. Meanwhile company will liquidate all their existing stock of finished goods and generate cash flow to sustain in present situation until additional working capital has sanctioned or lease cum conversion is decided.

b) Anchaviyo Resort: -

Resort has been a prime business focus during 2023-24 and encouraged by honorable PM policy of "Wed in India" company started converting theme based resort into destination wedding with 250 rooms' facility with banquet hall and Mandap. Anchaviyo is now popular as brand resort in Mumbai and well connected to Gujarat and Mumbai city thereby a lot of opportunity is available to generate business from hospitality sector by developing company's own free hold land of 100 acre on the bank of Vaitarna River with all type of activities for better services to guest from time to time. Company expects to complete entire destination wedding project by 31.12.2026.

c) Real Estate Division:-

During the year under review, preliminary construction work started with site development and excavation based on receipt of commencement certificate up to 35^th floor. Company has already received various sanctions and permissions from Chief Fire Officer, MOEF, SWD, RWH etc. required to start construction activity to build tallest high rise iconic tower of ground stilt/stack 60th floor 2/3 BHK residential tower at Majiwada, Thane West a prime property location of Thane.

Company expects plinth completion by September 2024 to avail 45% receipt of booking funds as per RERA act to ease cash flow of the construction project in addition to balance-sanctioned loan from Saraswat Co-op Bank for Rs. 23 Crore as construction loan. Company will complete the project by 31.12.2028 and generate revenue of approximately Rs. 800 Crore in next 3-4 years based on present market prevailing price.

During the year under review, the Company sought expert guidance regarding revenue recognition for its Real Estate Division, specifically the Wembley Project. We are pleased to report that these consultations have confirmed that the Income Computation and Disclosure Standards (ICDS) do not apply to this division. Accordingly, the Company will adopt revenue recognition for the Wembley Project effective from the date of receipt of the Occupation Certificate from the Thane Municipal Corporation (TMC).

DIVIDEND:

Your Directors have recommended a dividend of Rs. 0.05/- (5%) per equity share of Rs. l/- each for FY24. The dividend is subject to approval of shareholders at the ensuing Annual General Meeting (AGM). The dividend, if approved by the shareholders, would involve a cash outflow of Rs. 264.28 Lakhs.

RESERVES:

As permitted under the Act, your Board does not propose to transfer any amount to General Reserves.

SHARE CAPITAL OF THE COMPANY:

During the year under review, there was no change in the authorized and paid-up share capital of your Company as on 31^st March, 2024. The equity authorized share capital of your Company is Rs. 10,00,00,000/- and the Paid up Equity Share Capital of your company is Rs. 5,28,55,110/-

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 of the Listing Regulations 2015, the Management Discussion and Analysis Report is attached as Annexure 'A' and forms an integral part of this report.

SUBSIDIARIES, ASSOCIATE COMPANIES & JOINT VENTURES:

During the year under review, the Company does not have any Subsidiary, Associate Company or Joint Venture.

DIRECTORS, KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT:

As of March 31, 2024, your Company's Board had ten members comprising of five Executive Directors and five Independent Directors including Two Woman Director. The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, which forms part of this Integrated Annual Report.

In terms of the requirement of the SEBI Listing Regulations, your Board has identified core skills, expertise, and competencies of the Directors in the context of your Company's business for effective functioning. The key skills, expertise and core competencies of your Board of Directors are detailed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Appointment/Cessation/Change in Designation of Directors:

Appointment:

1. The appointment of Shri Bipin Shantilal Mavadiya (DIN: 10275277) and Shri Viren Pranjivan Bhundia (DIN: 10276134) who were appointed as Additional Directors (Non-Executive Independent Directors) with effect from 18^th August, 2023 was regularized by the Shareholders at the 38^th Annual General Meeting held on 29^th September, 2023.

Re-appointment of Directors:

1. In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Shri Kantilal Naryandas Jethwa (DIN: 00107034) is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

2. The tenure of Shri Yogendra Dahyabhai Patel (DIN: 00106864) as Managing Director of your Company will expire on 10^th June, 2025. The Nomination and Remuneration Committee (NRC) and your Board of Directors at their respective meetings held on 12^th July, 2024 and 15^th July, 2024, recommended and approved the re-appointment and payment of remuneration to Shri Yogendra Dahyabhai Patel as Managing Director of your Company for a further period of 3 (Three) years w.e.f.

11^th June, 2025 subject to the approval of shareholders at the ensuing AGM. Terms and conditions for his re-appointment are contained in the Explanatory Statement forming part of the Notice of the ensuing AGM.

3. The tenure of Smt. Anjni Yogendra Patel (DIN: 00106976) as Whole time Director of your Company will expire on 10^th June, 2025. The Nomination and Remuneration Committee (NRC) and your Board of Directors at their respective meetings held on 12^th July, 2024 and 15^th July, 2024, recommended and approved the re-appointment and payment of remuneration to Smt. Anjni Yogendra Patel as Whole time Director of your Company for a further period of 3 (Three) years w.e.f. 11^th June, 2025 subject to the approval of shareholders at the ensuing AGM. Terms and conditions for his re-appointment are contained in the Explanatory Statement forming part of the Notice of the ensuing AGM.

4. The tenure of Ms. Chandni Yogendra Patel (DIN: 02032483) as Whole time Director of your Company will expire on 10^th June, 2025. The Nomination and Remuneration Committee (NRC) and your Board of Directors at their respective meetings held on 12^th July, 2024 and 15^th July, 2024, recommended and approved the re-appointment and payment of remuneration to Ms. Chandni Yogendra Patel as Whole time Director of your Company for a further period of 3 (Three) years w.e.f. 11^th June, 2025 subject to the approval of shareholders at the ensuing AGM. Terms and conditions for his re-appointment are contained in the Explanatory Statement forming part of the Notice of the ensuing AGM.

5. The tenure of Shri Vijal Yogendra Patel (DIN: 06882828) as Whole time Director of your Company will expire on 27^th May, 2025. The Nomination and Remuneration Committee (NRC) and your Board of Directors at their respective meetings held on 12^th July, 2024 and 15^th July, 2024, recommended and approved the re-appointment and payment of remuneration to Shri Vijal Yogendra Patel as Whole time Director of your Company for a further period of 3 (Three) years w.e.f. 28^th May, 2025 subject to the approval of shareholders at the ensuing AGM. Terms and conditions for his re-appointment are contained in the Explanatory Statement forming part of the Notice of the ensuing AGM.

Your Board recommends the re-appointment of Shri Yogendra Dahyabhai Patel, Smt. Anjni Yogendra Patel, Ms. Chandni Yogendra Patel and Shri Vijal Yogendra Patel as above for your approval. Brief details as required under Secretarial Standard-2 and Regulation 36 (3) of SEBI Listing Regulations, are provided in the Notice of ensuing AGM.

Cessation:

During the year under review, Shri Yogesh Shamjibhai Rathod (DIN: 06882709) and Shri Suresh Maganlal Bhadrecha (DIN: 00107186) has ceased to be an Independent Director of your Company with effect from close of business hours on 12^th August, 2024, due to their pre-occupation and other personal commitments.

Your Board places on record its deep appreciation for valuable services and guidance provided by Shri Yogesh Shamjibhai Rathod and Shri Suresh Maganlal Bhadrecha, during their tenure as directors of the company.

Declaration from Independent Directors:

Your Company has received declarations from all the Independent Directors of your Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and there has been no change in the circumstances, which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs ('IICA').

Familiarization Programme of Independent Directors:

In compliance with the requirements of SEBI Listing Regulations, the company has put in place a familiarization program for Independent Directors' to familiarize them with their role, rights & responsibilities as Directors, the operations of the Company, business overview, etc.

The details of Familiarization Programme are explained in the Corporate Governance Report and the same is also available on the website of the Company.

Key Managerial Personnel:

As on the date of this report, the following are Key Managerial Personnel ("KMPs") of your Company as per Section 203 of the Act:

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, were not applicable to the Company for the financial year ended 31^st March, 2024.

NUMBER OF MEETINGS OF YOUR BOARD:

Your Board met 8 (Eight) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of the Annual Report.

INDEPENDENT DIRECTORS' MEETING:

The Independent Directors met on 14^th February, 2024, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and your Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and your Board that is necessary for your Board to effectively and reasonably perform their duties.

BOARD AND COMMITTEE EVALUATION

Your Board adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual Directors, including the Chairman of your Board. The exercise was carried out through a structured evaluation process covering various aspects of your Boards functioning such as composition of your Board and committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgement, governance issues etc. At your Board meeting that followed the above-mentioned meeting of the Independent Directors, the performance of your Board, its Committees, and individual Directors was also discussed. The entire Board, excluding the Independent Directors has being evaluated, did performance evaluation of Independent Directors.

COMMITTEES OF BOARD:

As required under the Act and the SEBI Listing Regulations, your Company has constituted various Statutory Committees. As on 31^st March, 2024, your Board has constituted the following committees:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders Relationship Committee.

Details of all the committees such as terms of reference, composition, and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

RISK MANAGEMENT:

The provisions of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to formation of Risk Management Committee is not applicable to the company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Directors have laid down internal financial controls to be followed by your Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The company has adopted accounting policies, which are in line with the accounting standards and the Companies Act, 2013. The Audit Committee evaluates the internal financial control system periodically.

RELATED PARTY TRANSACTIONS

Related party transactions that were entered into during the financial year were on arm's length basis and were in ordinary course of business. There are no materially significant related party transactions made by the Company, which may have potential conflict with the interest of the Company. There are no material related party transactions which are not in ordinary course of business or which are not on arm's length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014.Suitable disclosures on related party transactions as required by the Indian Accounting Standard have been made in the notes to Financial Statements.

REPORT ON CORPORATE GOVERNANCE

Your Company is committed to maintain highest standards of corporate governance practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations, 2015, forms part of this Annual Report along with the requisite certificate from GMJ & Associates, Practicing Company Secretary (Membership No. F2405, COP No. 1432), regarding compliance of the conditions of corporate governance, as stipulated. In compliance with corporate governance requirements as per the SEBI Listing Regulations, 2015, your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of your Company ("Code of Conduct"), who have affirmed the compliance thereto. The Code of Conduct is available on the website of your Company at https://www.bafrl.com/investor-center.php?subcategory id=21.

LOANS, GUARANTEE OR INVESTMENTS

During the year under review, your Company has made loans, given guarantees, provided securities and made investments in compliance with Section 186 of the Act. The particulars of loans, guarantee and investments made during the year under review are given in the notes forming part of the financial statements.

AUDITORS AND AUDIT REPORTS:

Statutory Auditor:

Pursuant to Section 139 of the Act read with rules made thereunder, as amended, M/ s. Desai Saksena & Associates, Chartered Accountants, (Firm Registration No. 102358W) were appointed as the Statutory Auditors of your Company, for the first term of five years from the conclusion of 38^th Annual General Meeting (AGM) until the conclusion of 42^nd AGM of your company to be held in the year 2028.

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

The Reports given by M/s. Desai Saksena & Associates, Chartered Accountants, (Firm Registration No. 102358W) on the standalone financial statements of the Company for FY 2023-24 are part of the Annual Report.

The qualification given by M/ s. Desai Saksena & Associates, Chartered Accountants, (Firm Registration No. 102358W) on the standalone financial statements of the Company for FY 2023-24 and replies of the management thereto is provided as Annexure- 'B' of this report.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, your Board re-appointed M/ s. GMJ & Associates, a firm of Company Secretaries, to undertake the Secretarial Audit of your Company for FY 23-24. The Secretarial Audit Report for the year under review is provided as Annexure-'C' of this report.

Cost Audit:

During the year under review, in accordance with Section 148(1) of the Act, your Company has maintained the accounts and cost records, as specified by the Central Government. Such cost accounts and records are subject to audit by M/s. Tapan Chattopadhyay & Associates, Cost Accountants (FRN: PROP/101121), Cost Auditors of your Company for FY 23-24.

Your Board has appointed M/s. S.R. Singh & Co., Cost Accountants (Firm Registration No.: 101398), as Cost Auditors of your Company to conduct cost audit for the FY 2024-25. A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditors for FY 2024-25 has provided in the Notice of the ensuing AGM.

The cost accounts and records as required to be maintained under section 148 (1) of the Act are duly made and maintained by your Company

Internal Audit:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 the Board on the recommendation of the Audit Committee has appointed M/ s. KCPL and Associates LLP, Chartered Accountants as Internal Auditors of the Company for the financial year 2023-24.

Reporting of frauds by Auditors:

During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by Company's officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Board, to the best of their knowledge and based on the information and explanations received from the management of your Company, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) they have selected such accounting policies and applied them consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period;

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

d) the annual financial statements have been prepared on a going concern basis;

e) they have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and operating effectively;

f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

EXTRACTS OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2024 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed using the link http: //www.bafrl.com.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure 'D' to this Report.

PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) to the median of employees' remuneration are provided in Annexure-'E' to this report.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of

the genuine concerns about unethical or improper activity, without fear of retaliation. The vigil mechanism of your Company provides for adequate safeguards against victimization of whistle blowers who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee in exceptional cases.

No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the website of your Company at https://bafrl.com/investor-center.php?subcategory id=21.

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

The Company is committed to create and maintain an environment in which employees can work together without fear of sexual harassment, exploitation or intimidation. A Complaint Redressal Committee has been set up by the Company to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, your Company has not received any complaint pertaining to sexual harassment.

GENERAL DISCLOSURES:

Public Deposits:

The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Material Changes and Commitments affecting Financial Position between the end of the Financial Year and Date of Report:

There were no material changes affecting the financial position of the Company between the end of the financial year and date of report.

Changes in Nature of Business:

No significant changes had been made in the nature of the business of the Company during the financial year ended 31^st March, 2024.

Significant and material orders passed by the Regulators or Courts:

There are no significant and material orders passed by the Regulators or Courts that would impact the going concern status of the Company and its future operations during the financial year ended 31^st March, 2024.

Depository Services:

The Company's Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). As a result, the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company have been allotted ISIN No. INE842D01029. Shareholders are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

Code of Conduct:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity. The Code has been posted on the Company's website www.bharatrealty.co.in. All the Board Members and Senior Management Personnel have confirmed compliance with the Code.

Safety, Environment Control and Protection:

The Company is aware of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances, environmental regulations and preservation of natural resources at the Plant.

Listing:

The Company's Shares are listed on BSE Limited, Mumbai.

Internal Financial Control and their adequacy:

The company has in place adequate, internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The company has adopted accounting policies, which are in line with the accounting standards and the Companies Act, 2013.

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 valuation amount on one time settlement and valuation while availing loan from banks and financial institutions:

The company has not entered into one time settlement of loans from banks and financial institutions. Hence the said clause is not applicable to the company for the financial year ended 31^st March, 2024.

APPRECIATION:

Your Directors wish to place on record their sincere appreciation to the Central Government, State Government, Thane Municipal Corporation, Agricultural Department, Company's Banker, Shareholders, Customers and business consultants for their valued co-operation and support at all times.

Your Directors also wish to place on record their appreciation for hard work, solidarity, co-operation and support of employees at all levels.

FOR AND ON BEHALF OF THE BOARD FOR BHARAT AGRI FERT & REALTY LIMITED

Registered Office: YOGENDRA DAHYABHAI PATEL

301, 3r^d Floor, Hubtown Solaris, CHAIRMAN & MG. DIRECTOR

N. S. Phadke Marg, Near Gokhale Bridge, (DIN: 00106864)

Andheri (East),

Mumbai - 400 069

Place: Mumbai Date: 19^th July, 2024