Your directors are pleased to present the 2nd Annual Report of your Company together with theAudited Financial Statements and the Auditors’ Report for the Financial Year ended 31st March,2025.
The Company’s financial performances for the year under review are given hereunder:
(Amount in Thousands. exceDt EPS
Particulars
2024-2025
2023-2024*
Revenue from Operations
33437
15348
Other Income
2473
653
TOTAL REVENUE
35911
16001
Less: Finance Cost
40
10
Less: Depreciation & Amortization
1843
368
TOTAL EXPENSES
17626
9275
PROFIT BEFORE TAX
18284
6726
Tax Expense
902
-
PROFIT AFTER TAX
17382
Interim / Final Dividend on Equity Shares & Taxthereon
Earnings per share (Basic)
6.72
3.54**
Earnings per share (Diluted)
*Note: Since the Company was incorporated on December 27, 2023, the details provided areonly for the said period from 27th December, 2023 to 31st March, 2024.
** Not Annualized
During the year under review, the Company earned a net revenue from operations of ?33.437 Thousand for the financial year 2024- 2025. Further, the Company earned a Profitbefore tax (PBT) of ? 18.284 Thousand and Profit after tax (PAT) of ? 17.382 Thousand.
Total Income
EBITDA and Profit AfterTax
EBITDA (Rs. in Profit After Tax (Rs.Thousand) in Thousand)
Ý 2024-25 Ý 2023-24
Total Income (Rs. In Thousand)2024-25 Ý 2023-24
Cash and Cash equivalents as at March 31, 2025 were ^ 49,269 Thousand. TheCompany continues to focus on its working capital, receivables and other parameters.
The financial statements are prepared under the historical cost convention, inaccordance with Indian Generally Accepted Accounting Principles ("GAAP"), includingthe Accounting Standards specified under Section 133 of the Companies Act, 2013(“Act”) read with Rule 7 of the Companies (Accounts) Rules, 2014, on the accrual basis,as adopted consistently by the Company.
There was no change in the nature of the business during the year under review.
With a view to conserve and save the resources for future prospects of the Company,the Directors have not declared any dividend for the Financial Year 2024-25.
There is no unclaimed/unpaid Dividend within the meaning of the provisions of Section125 of the Act.
The Directors do not propose to transfer any amount to the Reserves. Total amount ofnet profit of ^ 17,382 Thousand is carried to the Reserves & Surplus as shown in theBalance Sheet of the Company.
The Company has not accepted any deposits, covered under Chapter V of the Act, duringthe year under review.
a) accepted during the year: NA
b) remained unpaid or unclaimed as at the end of the year: NA
c) whether there has been any default in repayment of deposits or payment of interestthereon during the year and if so, number of such cases and the total amountinvolved —
i. at the beginning of the year: NA
ii. maximum during the year: NA
iii. at the end of the year: NA
Further, the Company has not accepted any deposits which are not in compliancewith the requirements of Chapter V of the Act.
During the Financial Year 2024-2025, the Company successfully completed itsInitial Public Offering (IPO) and got listed on the SME Platform of BSE Limited. TheIPO commenced on 8th May 2024 and was concluded on 10th May 2024, with theCompany offering 6,87,600 equity shares of face value ^ 10 each at a price of ^ 93per share (including premium of ^ 83 per share), aggregating to ^ 6.40 Crores. Theequity shares of the Company were listed and admitted for trading on the BSE SMEPlatform with effect from 15th May 2024.
The funds raised through the IPO are being utilized for the purposes as stated inthe prospectus which includes purchase of agricultural equipment & irrigationsystem, to meet working capital requirements and other general corporate purpose,and the Company is committed to ensuring effective deployment of the proceeds.
The successful completion of the IPO marks a significant milestone in the growthjourney of the Company, enhancing its visibility and strengthening its corporategovernance framework.
The Company’s Authorised Share Capital is ^ 50,000 thousands as on 31st March,2025.
The present issued, subscribed and paid-up share capital of the Company as on31st March, 2025 is ^ 2587.60 thousands divided into 25,87,600 Equity Shares ofthe Rs. 10/- each.
Your directors state that no disclosure or reporting is required in respect to thefollowing items as there were no transactions on these items during the year underreview:
a) Issue of equity shares with differential rights as to dividend, voting, or otherwise.
b) Issue of shares (including sweat equity shares) to employees of the Companyunder any scheme.
c) Issued any securities that are convertible into equity shares at a future date andnor any such shares are outstanding previously.
d) Shares having voting rights not exercised directly by the employees and for thepurchase of which or subscription to which loans was given by the company.
e) Buyback of any of its securities.
f) Bonus Shares.
Pursuant to Regulation 32 (1) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 (‘Listing Regulations/ LODR’) there was nodeviation/variation in the utilization of proceeds as mentioned in the objects statedin the Prospectus, in respect of the Initial Public Offering of the Company.
During the year under review, the Company raised funds aggregating to INR639.47 Lakhs through public issue. Details of utilization of fund as on 31st March,2025 are as under:
(Rs. in Lakhs)
Original Object
Original
Allocation
ModifiedObject, ifany
Funds
Utilized
Modifiedallocation, ifany
Purchase of Agriculturalequipment & Irrigationsystem
205.97
NA
3.41
0.00
To meet Working Capitalrequirement
227.05
104.73
General Corporate Purpose
153.76
25.18
IPO Issue Expenses
52.69
Total
639.47
186.01
11. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING CONCERNSTATUS AND COMPANY’S OPERATIONS IN FUTURE
There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of the Company and its operationsin future.
The Internal Financial Controls of the Company are adequate keeping in mindCompany’s business size and mode of operations. All process and safety measuresare followed to protect from any financial or business loss, unauthorized use ordisposition of its assets. All the transactions are properly regulated through properchannels to maintain control.
The Board has adopted policies and procedures to ensure orderly and efficientconduct of its business, including adherence to the Company’s policies,safeguarding of its assets, prevention and detection of fraud, error reportingmechanisms, accuracy and completeness of the accounting records, and timelypreparation of reliable financial disclosures.
13. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THEFINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OFTHE FINANCIAL YEAR AND THE DATE OF THIS REPORT
Mr. Niraj Gemawat tendered his resignation from the position of Chairman of theCompany and hence, the Company, in its Board Meeting held on 29th May, 2025,appointed Mr. Indrajeet Mitra as the Chairman of the Company.
The policy of the Company on directors’ appointment and remuneration, includingthe criteria for determining qualifications, positive attributes, independence of adirector and other matters, as required under Section 178(3) of the Act, is availableon our website, at www.tgifagri.com/corporate-policies/.
The information regarding conservation of energy, technology absorption andforeign exchange earnings and outgo, stipulated under Section 134 (3) (m) of theAct, read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith(Annexure A) which forms a part of this Report.
The Company has complied with Board of Directors (SS - 1) and General Meetings(SS - 2), as amended from time to time, issued by the Council of the Institute ofCompany Secretaries of India (ICSI) and approved by the Central Government.
The risk management process is followed by the Company to ensure timelyidentification, categorization and prioritization of operational, financial andstrategic business risks. Teams are authorized for managing such risks andupdating it to the senior management. The Board and Audit Committee review therisk assessment in the Company on regular basis.
The equity shares of the Company got listed on the SME Platform of BSE Limited(BSE) on 15th May 2024.
The Board adopted a formal mechanism for evaluating its performance as well asthat of its committees and individual Directors, including the Chairman of theBoard.
The performance of the board was evaluated by the Independent Directors in theirmeeting after seeking inputs from all the directors on the basis of criteria such asthe board composition and structure, effectiveness of board processes, informationand functioning, etc.
The performance of the committees was evaluated by the Board after seekinginputs from the committee members on the basis of criteria such as thecomposition of committees, effectiveness of committee meetings, etc.
The Company has neither provided any loans nor it has provided any guaranteesunder the provisions of Section 186 of the Act during the year under review andhence the said provision is not applicable. However, the details of the Investmentsmade by the Company are given in the notes to the Financial Statements.
Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules, 2014):
Part “ASubsidiaries is not applicable to the Company as the Company does nothave any Subsidiary companies, during the year under review.
Part “B”: Associates and Joint Ventures is not applicable to the Company as thecompany does not have any Associate Companies and Joint Ventures, during theyear under review.
Related party transactions that were entered during the financial year were on anarm’s length basis and were in the ordinary course of business. There were nomaterially significant related party transactions with the Company’s Promoters,Directors, Management or their relatives, which could have had a potential conflictwith the interests of the Company. The details of these transactions are part ofNotes to Accounts and Form AOC - 2 attached to this report as Annexure B.
All the transactions with Related Parties are placed before the Audit Committee forits approval and omnibus approval are given by the Audit Committee on yearlybasis for the transactions, which are anticipated and repetitive in nature. Astatement of all Related Party Transactions is presented before the AuditCommittee and the Board on quarterly basis, specifying the nature, value andterms and conditions of the transactions.
The Board of Directors of the Company has in place the policy to regulatetransactions between the Company and its related parties, in compliance with theapplicable provisions of the Act the Rules thereunder and the Listing Regulations.This policy has been uploaded on the website of the Company atwww.tgifagri.com.
The Company has a Whistle Blower Policy and has established the necessaryvigil mechanism for employees and Directors in conformation with theprovisions of Section 177(9) of the Act to report concerns about unethicalbehaviour. This Policy is available on the Company’s website atwww.tgifagri.com.
The Company has zero tolerance approach for sexual harassment at workplaceand has adopted a policy on prevention, prohibition and redressal of sexualharassment at workplace in line with the provisions of Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and therules framed thereunder. We follow gender-neutral approach in handlingcomplaints of sexual harassment. This policy has been uploaded on the websiteof the Company at www.tgifagri.com.
Pursuant to Section 6 of the Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013, Company has notconstituted the Internal Complaints Committee as the count of employees ofthe Company is less than ten.
As per the notification of Ministry of Corporate affairs effective from July 14,2025, during the financial year 2024-2025, the Company has not received anycomplaints on sexual harassment. Following are the details of the same:
• The number of Sexual Harassment Complaints received during the year: Nil
• The number of such complaints disposed of during the year: Nil
• The number of cases pending for a period exceeding ninety days: Nil
Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibitionof Insider Trading) Regulations, 2015, the Company has formulated andadopted the Code of Practices and Procedures for Fair Disclosure ofUnpublished Price Sensitive Information (“Code of Fair Disclosure”) of theCompany. The Code of Fair Disclosure is available on the website of theCompany www.tgifagri.com.
Further, pursuant to Regulation 9 of Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations, 2015, the Company has in placethe code of Conduct for Prevention of Insider Trading. The Code lays downguidelines and procedures to be followed and regulate, monitor and report tobe made while dealing with the shares of the Company. The Company Secretaryhas been appointed as a Compliance Officer and is responsible for monitoringadherence to the Code.
The Company complies with the provisions of Maternity Benefit Act, 1961, as andwhen it becomes applicable.
As on 31st March, 2024, the provisions prescribed under Section 135 of the Act, inrespect of CSR is not applicable to the Company. Hence, the Company has neithermade any provision towards CSR nor have constituted the Corporate SocialResponsibility (CSR) Committee, during the Financial Year 2024-25.
Pursuant to Section 92 (3) read with Section 134(3)(a) of Act, the Annual Return ason 31st March, 2025 shall be placed on the Company’s website atwww.tgifagri.com.
Pursuant to Section 134(5) of the Act, the Board of Directors of the Companyconfirms that-
a) In preparation of the Annual Accounts for the financial year ended 31st March2025, the applicable Accounting Standards have been followed along withproper explanation to material departures;
b) They have selected such Accounting Policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company, for that period.
c) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act forsafeguarding the assets of the Company and for preventing and detecting fraudand other irregularities.
d) They have prepared the Annual Accounts on a going concern basis.
e) They have laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operatingeffectively; and
f) They have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such system is adequate and operating effectively.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 is attached as Annexure Cwhich forms part of this report.
Name of Directors / KeyManagerial Personnel
Designation
Niraj Gemawat
Non-Executive Director
Bharat Thaker1
Managing Director
Mrs. Rachana Gemawat2
Indrajeet Mitra
Vishal Shah
Independent Director
Hursh Jani
Geetika Saluja
Sapan Dalal
Company Secretary & Compliance Officer
Amrish Vashishtha
Chief Financial Officer
1 Mr. Bharat Thaker resigned from the office of Managing Director w.e.f. the closure of business hours
of May 31, 2024
2 Mrs. Rachana Gemawat was appointed as Managing Director of the Company w.e.f. June 3, 2024.
Note: The Company had appointed Ms. Rachana Niraj Gemawat, as the Managing Director of the Company w.e.f.3rd June, 2024 vide 1st Annual General Meeting of the Company dated 27th August, 2024. However, due totypographical errors in quoting the relevant sections of Companies Act, 2013 for her appointment as a ManagingDirector; the Company had called an Extra-Ordinary General Meeting of members on 8th November, 2024 to rectifyher appointment with the relevant provisions of the Companies Act, 2013 and made compliance with the Act
Retire by Rotation:
Mr. Niraj Gemawat (DIN:00030749) who retires by rotation and being eligible,offered himself for re-appointment. A resolution seeking Shareholders’ approval forhis re-appointment was passed in the 1st Annual General Meeting of the Companyheld on 27th August, 2024.
In pursuant to the provisions of Section 152 of the Act, Mr. Indrajeet Mitra, Non¬Executive Director of the Company, would retire by rotation at the 2nd AnnualGeneral Meeting of the Company and being eligible for re-appointment. Mr.Indrajeet Mitra offers himself for re-appointment. The Board recommends his re¬appointment. The Notice convening the 2nd AGM includes the proposal for his re¬appointment as a Director. A brief profile of Mr. Indrajeet Mitra has also beenprovided therein.
All Independent Directors have given declarations confirming that they meetcriteria of independence as prescribed both under Section 149 of the Act, andRegulation 16(1)(b) of Listing Regulations with the Stock Exchanges. In the opinionof the Board, Independent Directors appointed during the year, if any, is a Personof integrity and possess relevant expertise and experience (including theproficiency) ascertained from the online proficiency self-assessment test conductedby the Indian Institute of Corporate Affairs (IICA).
During the year under review, total 10 (Ten) Board Meetings were convened. Theintervening gap between the meetings was within the period prescribed under theAct and Listing Regulations as amended from time to time.
In compliance with the requirement of applicable laws and as part of the bestgovernance practice, the Board has constituted various Committees of itsmembers. These Committees hold meetings at such frequencies as is deemednecessary by them to effectively undertake and deliver upon the responsibilitiesand tasks assigned to them. Minutes of the meetings of each of these Committeesare tabled regularly at the Board Meetings.
Your Company currently has 3 (Three) Committees viz.:
a) Audit Committee - The Company has a qualified and Independent AuditCommittee which acts as a link between the Statutory, Internal Auditors andthe Board of Directors. The terms of reference of the Audit Committee cover thematters specified for Audit Committee in the Listing Regulations and Section177 of the Act. During the year under review, total 5 Audit Committee Meetingswere convened.
As on 31st March, 2025 the Audit Committee comprises of the followingmembers:
• Ms. Geetika Bhushan Saluja - Chairperson
• Mr. Hursh Pareshkumar Jani - Member
• Mr. Niraj Chhaganraj Gemawat - Member
b) Stakeholders Relationship Committee- Stakeholders Relationship Committeeis constituted according to Section 178 of the Act and Listing Regulations.During the year under review, total 1 Committee Meetings was convened. TheCommittee ensures cordial investor relations and oversees the mechanism forredressal of investor grievances. The Committee specifically looks into redressingshareholders and investor complaints/ grievances pertaining to share transfers,and other allied complaints.
As on 31st March, 2025, the Stakeholders Relationship Committee comprises ofthe following members:
• Mr. Niraj Chhaganraj Gemawat - Chairperson
• Mr. Indrajeet Anath Mitra - Member
• Mr. Vishal Rameshbhai Shah - Member
c) Nomination and Remuneration Committee- As on 31st March, 2025, theNomination and Remuneration Committee comprises of the following members-
The terms of reference of the Nomination and Remuneration Committee cover thematters specified for Nomination and Remuneration Committee in theListing Regulations and Section 178 of the Companies Act, 2013. During theyear under review, total 1 Committee Meetings was convened.
In terms of requirements under Schedule IV of the Act and Regulation 25 (3) ofListing Regulations, a separate meeting of the Independent Directors was held onFebruary 13, 2025. The Independent Directors at the meeting, inter alia, reviewedthe following.
• Reviewed the duties, roles, and responsibilities of Independent Directors underSchedule IV of Act;
• Evaluated the performance of the Non-Independent Directors and the Board as awhole;
• Reviewed the performance of the Chairman of the Company, considering theviews of Executive Directors and Non-Executive Directors;
• Assessed the quality, quantity and timeliness of flow of information between themanagement and the Board of Directors;
The Directors state that the Company has made disclosures in this report for theitems prescribed in section 134 (3) of the Act and Rule 8 of The Companies(Accounts) Rules, 2014 and other applicable provisions of the Act and ListingRegulations, to the extent the transactions took place on those items during theyear. The Directors further state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items duringthe year under review;
• revision in the Board’s report or the Financial Statements.
• any subsidiary joint ventures or associate Companies.
• Application made or any proceeding pending under the Insolvency andBankruptcy Code, 2016 (31 of 2016).
• Details of difference between amount of the valuation done at the time of one¬time settlement and the valuation done while taking loan from the Bank orFinancial Institution.
During the year under review, the Company is not required to maintain costrecords as specified by the Central Government under Section 148(1) of the Actand accordingly such accounts & records are not made and maintained by theCompany.
The Company had appointed M/s. Samir M. Shah & Associates, CharteredAccountants, (Firm Reg. No. 122377W) as the Statutory Auditors of the Companyat the 1st Annual General Meeting till the conclusion of 6th Annual General Meetingof the Company, i.e., for a period of 5 years.
Internal Auditor:
Pursuant to Section 138 of the Companies Act 2013, the Company had reappointedMs. Zalak Chokshi as an Internal Auditor of the Company for the FY 2024-25.
Pursuant to the provision of Section 204 of the Act and the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Boardof Directors had appointed M/s Mukesh J & Associates, Company Secretaries forconducting Secretarial Audit of the Company for the year ended 31st March 2025.Secretarial Audit Report issued by M/s Mukesh J & Associates in Form MR-3(Annexure D) forms part of this report.
32. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS ORADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THEPRACTICING COMPANY SECRETARY IN THEIR REPORTS
The Statutory Auditors have not raised any qualifications, reservations or remarksin their respective Audit Report for the financial year ended 31st March, 2025. Thespecific notes forming part of the accounts referred to in the Auditors’ Report areself-explanatory.
However, the Secretarial Auditor has made the following observations in his report:
1. During the year under review, the company had declared audited financial results for thehalf year and fnancial year ended 31st March, 2024 vide board meeting dated 30th May,2024; however, in the said results the company has inadvertently failed to provide thedeclaration of unmodified opinion pursuant to Regulation 33 (3) (d) of the SEBI (LODR)Regulations, 2015.
Management Comment: The management has duly noted the observation and clarifiedthat since the Company was incorporated in December, 2023 and got listed on 15th May,2024, it was under the bona fide impression that the said declaration was required to befurnished once the Company was in full operational condition. Accordingly, the non¬submission of the declaration was inadvertent and unintentional.
2. During the year under review, the company had delayed in submitting in a timely mannerits 1st Annual General Meeting (AGM) Outcome/proceedings as required under Regulation30 of the SEBI (LODR) Regulations, 2015. Subsequently, the stock exchange hadrequested clarification from the company wherein the management explained that thesaid delay had occurred as the company had received its 1st AGM recording from NSDLon the next day. Further, the company has clarified that as it was the 1st AGM of thecompany since it got listed, the company and management wanted to be sure that therewas nothing left to be mentioned in the proceedings.
Management Comment: The observation was duly noted by the management.
The Company strives to incorporate the appropriate standards for corporategovernance. However, pursuant to Regulation 15(2) of Listing Regulations theCompany is not required to mandatorily comply with the provisions of certain
regulations of the Listing Regulations and therefore the Company has not provideda separate report on Corporate Governance, although few of the information areprovided in this report under relevant heading.
In terms of Regulation 34 of Listing Regulations, a review of the performance of theCompany for the year under review, Management Discussion and Analysis Report,highlighting the important aspects of the business of the Company is presented ina separate section forming part of this Annual Report as Annexure - E.
There were no litigations outstanding on Company as on 31st March, 2025.
There have been no instances of fraud reported by the Statutory Auditors underSection 143(12) of the Act and Rules framed thereunder either to the Company orto the Central Government
Your directors would like to express their sincere appreciation for the significantcontribution, assistance and co-operation received from the Banks, employees,various government authorities, customers, vendors and shareholders during theyear.
Sd/- Sd/-
MANAGING DIRECTOR DIRECTOR
DIN: 02029832 DIN: 00030749
Place: AhmedabadDate: 13th August 2025