Your Directors have pleasure in presenting the 34th ANNUAL REPORT on the
business and operations of your Company along with the Audited annual Accounts
for the financial year ended on 31st March, 2024.

1. Financial Summary/Highlights

The Financial of the Company as on 31st March, 2024 is as under:-

(Rs Lakhs)

2. Transfer To Reserves

During the year under review, no amount has been transferred to reserves.

3. Dividend

The Board of Directors of your Company do not recommend the declaration of
any Dividend for the financial year.

4. State of Company’s Affairs

On annual basis, revenue from operations for the financial year 2023-24 at Rs.
7.19 lakhs was less over last year (Rs. 7.26 lakhs in 2022-23).

5. Change in the nature of Business

During the year, the Company continues to engage in the business of Hybrid
seeds, Tissue culture, Floriculture and no significant changes have taken place,
during the year, in the nature of business carried on by the Company.

6. Share Capital

During the year, no changes have taken place in the Share Capital of the
Company.

7. Subsidiaries, Joint Ventures or Associate Companies

The Company does not have any Subsidiary, Joint Venture or an Associate
Company. During the year, no Company have become or ceased to be a
subsidiary, joint venture or associate of the Company. Therefore, the provisions

relating to performance reports of Subsidiary, Joint Venture or an Associate
Company, as required under Rule 8(1) of the Companies (Accounts) Rules, 2014,
are not applicable to the Company.

8. Adequate Internal Financial Control with reference to Financial Statements

Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal,
statutory and secretarial auditors and external consultants and the reviews
performed by management and the relevant board committees, including
the audit committee, the board is of the opinion that the Company's internal
financial controls were adequate and effective during the financial year 2023-24.

9. Order of Authority

As specified in Rule 8 (vii) of Companies (Accounts) Rules, 2014, no significant
and material orders have been passed by any regulators or courts or tribunals
etc which have the impact on the going concern status and Company's
operations in future.

10. INFORMATION UNDER SECTION 197 READ WITH RULE 5 OF COMPANIES
(APPOINTMENT AND REMUNERATION), RULES, 2014 WITH RESPECT TO
REMUNERATION

As per Section 197 of the Act read with rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 information required
are given below:

(a) The ratio of the remuneration of each director to the median remuneration
of the employees of the Company for the financial year:

(b) The percentage increase in remuneration of each director, chief executive
officer, chief financial officer, company secretary in the financial year:

(c) The percentage increase in the median remuneration of employees in the
financial year : NIL

(d) The number of permanent employees on the rolls of Company : Two

(e) The explanation on the relationship between average increase in
remuneration and company performance : NA

(f) Comparison of the remuneration of Key Managerial Personnel against the
performance of the Company:

(g) Variations in the market capitalisation of the Company, price earnings ratio
as at the closing date of the current financial year and previous financial
year:

(h) Percentage increase over decrease in the market quotations of the shares
of the Company in comparison to the rate at which the Company came out
with the last public offer :

(i) Average percentile increase already made in the salaries of employees other
than the managerial personnel in the last financial year and its comparison
with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase
in the managerial remuneration: NIL

(j) Comparison of each remuneration of the key managerial personnel against
the performance

(k) The key parameters for any variable component of remuneration availed by
the directors: None.

(l) The ratio of the remuneration of the highest paid director to that of the
employees who are not directors but receive remuneration in excess of the
highest paid director during the year: None.

(m) Affirmation that the remuneration is as per the remuneration policy of the
Company: NA

- The statement containing particulars of employees as required
under Section 197(12) of the Act read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014:

- No person, employed throughout the financial year, was in receipt of
remuneration for that year of Rs. 102,00,000/- or more, nor was any
of them, employed for a part of the financial year, was in receipt of
remuneration of Rs. 8,50,000/- or more per month during any part of the
year under consideration. Thus, the provisions of Rule 5(2) of Companies
(Appointment and Remuneration) Rules, 2014 are not applicable.

11. Directors

a. Change in the Directors/ Key Managerial Person

In pursuance of the provisions of Section 152 of the Act, Mr.Pranav Kapur
and Ms.Chandni Kapur, retires at the forthcoming Annual General Meeting
and being eligible offer themselves for reappointment.

The Board of Directors recommends for the reappointment of the aforesaid

Directors at the forthcoming Annual General Meeting.

The present Composition of the Board of Directors and Key Managerial
Personnel is as follows:

Mr. Pranav Kapur, Chairman

Mr. Pritam Kapur, Managing Director

Ms. Chandni Kapur, Director and Chief Financial Officer

Ms. Mannu Kohli, Independent Director

Mr. Sunny Srivastava, Independent Director

Mr. Naren Parsai, Independent Director

Ms. Neha Mittal, Company Secretary & Compliance Officer

b. Declaration of Independence

As per the Section 149(7) of the Act, the Board of Directors have received a
Declaration of Independence from each of the Independent Director(s) to the
effect that he/she meets the criteria of independence as provided in Section
149(6).

c. Formal Annual Evaluation

The Board of Directors has carried out an annual evaluation of its own
performance, Board committees and individual directors pursuant to the
provisions of the Act and the corporate governance requirements as prescribed
by Securities and Exchange Board of India (“SEBI”) under Regulation 17 of the
Securities And Exchange Board Of India (Listing Obligations And Disclosure
Requirements) Regulations, 2015 (“Regulation 17”). The performance of the
Board was evaluated by the Board after seeking inputs from all the directors
on the basis of the criteria such as the Board composition and structure,
effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking
inputs from the committee members on the basis of the criteria such as the
composition of committees, effectiveness of committee meetings, etc. The
Board and the Nomination and Remuneration Committee (“NRC”) reviewed the
performance of the individual directors on the basis of the criteria such as the
contribution of the individual director to the Board and committee meetings
like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc. In addition, the Chairman was also
evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non¬
independent directors, performance of the board as a whole and performance
of the Chairman was evaluated, taking into account the views of executive
directors and non-executive directors. The same was discussed in the board
meeting that followed the meeting of the independent Directors, at which the
performance of the Board, its committees and individual directors was also
discussed.

12. Committees of the Board and Vigil Mechanism

The details pertaining to composition of Various Committees as prescribed
in the Companies Act, 2013 are included in the Corporate Governance Report
which forms part of this report.

13. Vigil Mechanism

The Company has not borrowed money from banks & financial institutions in
excess of Rs. 50 Crores. Therefore, the Company is not required to establish a
Vigil Mechanism in pursuance of Section 177(9) of the Act.

14. Number of Board and Committee Meetings

During the year under review, 7 (Seven) meetings of the Board of Directors of
the Company were held. For details on the Board and Committee meetings,
please refer to the Corporate Governance report, which forms part of this
report.

15. Statutory Auditors

M/s R.K. Gulati & Associates, Chartered Accountants were appointed as
statutory auditors of the Company in the 32nd Annual General Meeting held
on 30th September 2022 for five financial years from the date of that Meeting
to till 37th Annual General Meeting.

16. Auditors’ Report and its Explanation

The comments made by the Auditors in their report have been duly explained
in the attached Notes to Accounts and do not require any further explanation.

17. Secretarial Auditors and Secretarial Audit Report

As per the provisions of Section 204 of the Act, the Board of Directors of the
Company appointed M/s. G.R Gupta & Associates, Company Secretaries to
conduct the Secretarial audit of the Company for the year 2023-24.

M/s. G.R Gupta & Associates, Company Secretaries conducted the Secretarial
Audit and have submitted their Report to the Board of Directors, which is
annexed to and forms part and parcel of this report. The comments made by
the Auditors in their report are self explanatory and do not require any further
explanation.

The Board of Directors have re-appointed M/s G.R Gupta & Associates,
Company Secretaries to conduct the secretarial audit for the year 2024-25.

18.internal Auditor

In pursuance of Section 138 of the Act, M/s Hukam Vijay & Company, Chartered
Accountants, practicing at 304 Rohini Complex, WA 121, Shakarpur, Delhi 110 092
have been appointed to conduct the Internal audit for the financial year 2024-25.

19. inter - Corporate Loans, Guarantee’s and investments

There were no outstanding loans or investments or guarantees covered under
the provisions of Section 186 of the Act.

20. Related Party Transactions

During the year under review, the Company has not entered into any contract
or arrangement with any Related Party. Therefore, the provisions of Section
134(3)(h) read with Rule 8 of the Companies (Accounts) Rules, 2014 requiring
justification entering into such contract and arrangement and other details in
specified form AOC-2 are not applicable.

21. Public Deposits

The Company has neither invited or accepted any Public Deposits as per the
provisions of the Companies Act, 2013 during the financial year under review
neither any such deposits are unpaid or unclaimed during the year. Therefore,
the provisions of Rule 8(v) and 8(vi) of the Companies (Accounts) Rules, 2014 are
not applicable.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE

The information and details as per the provisions of Rule 8(3) of the Companies
(Accounts) Rules, 2014 are as follows:

CONSERVATION OF ENERGY

During the year under review adequate energy conservation measures have
been put in place. The officers of the Company are made aware, from time
to time, the various methods to conserve energy including the utilizing the
alternate sources of energy. No capital investment on energy conversation
equipments was made by the Company during the year under review.

TECHNOLOGY ABSORPTION

The Company, is not engaged into the technology dependent business activities.
However, wherever possible, continuous efforts and effective improvements
were made during the year for technology absorption in respect of the business
being carried on by the Company.

The Company has not imported any technology during the last three years and
no expenditure has been incurred on Research & Development.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign exchange spent : NIL

Foreign exchange earned : NIL

23. Corporate Social Responsibility

During the year under review, the Company has been outside the purview of
Corporate Social Responsibility.

24. Management Discussion And Analysis

The Company continues to comply with the various listing requirements of the
Stock Exchanges.

We are happy to inform the shareholders that the shares of the Company were
relisted on the BSE in the month of September 2023.

The management Discussion and Analysis Report for the year under review as
stipulated under regulation 17 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 with the
Stock exchange is presented in a separate section forming part of the annual
report.

25. Report On Corporate Governance

As per the applicable SEBI Regulations and Circulars, the Company is not
required, at present, to comply with the Corporate Governance provisions.

26. Compliance Of Accounting Standards

As per requirements of the Securities and Exchange Board of India (Listing
Obligations And Disclosure Requirements) Regulations, 2015 with Stock
Exchange and Accounting Standards of The Institute of Chartered Accountants
of India, your company has made proper disclosures in financial statements
in respect of Consolidated Financial Statements, Related Party Transactions
and Deferred Taxation. The Company has duly adopted all the applicable
Accounting Standards in pursuance to the provisions of the Companies Act.

27. Directors’ Responsibility Stataement

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013
the Directors' Responsibility Statement forms part of the Directors' Report.
Your Directors give hereunder the Statement relating to the Accounts of the
Company that:

1) All the applicable Accounting Standards have been followed in the
preparation of the accompanying annual Accounts along with proper
explanation relating to material departures;

2) 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 true and fair view of the state of affairs of the Company
at the end of the financial year 31st March, 2024 and of the Profit or Loss of
the Company for the said period;

3) The Directors have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and

4) The Directors have prepared the Annual Accounts on a going concern basis.

5) The Directors have laid down internal financial Controls to be followed by
the Company and that such internal financial controls are adequate and are
operating effectively.

6) The Directors have devised proper system to ensure compliance with
the provisions of all applicable laws and that system were adequate and
operating effectively.

28.Acknowledgement

Your Directors place on record their sincere thanks to all concerned agencies

for their continued co-operation extended to the Company.

On behalf of the Board of Directors

For HINDUSTAN AGRIGENETICS LIMITED

Pritam Kapur Pranav Kapur Chandni Kapur Neha Mittal

Managing Director Chairman Director & CFO Company Secretary

DIN- 00461538 DIN: 00485910 DIN: 07007247 ACS-27477

Place: New Delhi

Date: 29.08.2024