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TO,

RKD AGRI & RETAIL LIMITED THE MEMBERS,

Your Directors have pleasure in presenting their 39th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2025.

The financial statements for the year ended 31st March, 2025 have been restated in accordance with Ind AS for comparative information.

Considering the present financial status of the Company, your directors do not recommend any dividend for the year under report.

The total reserves for the financial year 2024-2025 is Rs. -10,97,586/-.

1,28,25,000 equity shares of Re. 1/- each issued at par on preferential basis allotted during the year in two tranches as under:

1,22,41,666 Equity Shares allotted on 05-09-2024 & 5,83,334 Equity Shares allotted on 09-09-2024.

These shares are ranking pari-passu with the old equity shares of the company.

The paid up capital of the Company as on date is 5,84,50,000 Equity Shares of Re. 1/- each.

The Directors are under the process of exploring other avenues of diversifying into new areas of business.

Your Directors are positive about the Company's operations and making best efforts to implement the cost reduction measures to the extent feasible.

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

The Company has received declaration from all the Independent Directors of the Company confirming that they meet criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

During the year, there has been no change in the nature of business of the Company. Company is in the Business of Agriculture and Retail Trading.

No material changes and commitments, affecting the financial position of the Company occurred between the end of the Financial Year of the Company i.e. 31st March, 2025 and the date of this Directors' Report i.e. 14th August, 2025 except as mentioned in this Report.

In accordance with provisions of the Companies Act, 2013, Nilesh Malshi Savla, who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Seven Board Meetings and Four Audit Committee Meetings were convened and held. The details are given as under.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

There are currently three committees of the Board, as following:

The composition of the Audit Committee is as under:

The composition of the Nomination and Remuneration Committee is as under:

The composition of the Stakeholders Relationship Committee is as under:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

In terms of Section 134(5) of the Companies Act, 2013, the directors would like to state that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company for the year under review.

c) 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.

d) The directors have prepared the annual accounts on a going concern basis.

e) The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

Pursuant to the provisions of section 139 of the Companies Act, the rules framed thereafter and other applicable provisions, if any, M/s. MNT & Associates, Chartered Accountants (FRN: 124913W) is appointed as

Statutory Auditor of the Company from 36th Annual General Meeting till the conclusion of 41st Annual General

Meeting for FY 2026-2027 of the Company.

At the beginning of each financial year, an audit plan is rolled out with approval of the Company's Audit Committee. The Plan is aimed at evaluation of the efficacy and adequacy of internal Control systems and Compliance thereof, robustness of Internal Processes, policies and accounting procedures and Compliance with laws and regulations. Based on the reports of Internal Audit, process owners undertake corrective action in their respective areas. Significant Audit Observations and corrective actions are periodically presented to the Audit Committee of the Board.

The Directors are of opinion that the comments in the Auditors report are self-explanatory and do not call for any further explanations.

The Company has an adequate system of Internal Financial Control Commensurate with its size and scale of operations, procedures and policies, ensuring efficient and orderly conduct of its business, including adherence to the Company's policy, safeguarding of its assets, prevention and detection pf frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial Information.

Based on the assessment carried out by the Management and the evaluation of the results of the assessment, the Board is of the opinion that the Company has adequate Internal Financial Control System that is operating effectively during the year under review.

There are no instances of fraud which necessitates reporting of material mis-statement to the Company's operations.

During the year under review, there have been no frauds reported by the Statutory Auditors of the Company under sub-section (12) of Section 143 of the Act.

During the year under review and till date of this Report, the Company has neither made any application against anyone nor were any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary systems and HR Policies are in place to uphold the Spirit and letter of Legislation.

In alignment with the Principles of Diversity, Equity and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2025.

Male Employees: 8 Female Employees: 0 Transgender Employees: NIL

This disclosure reinforces the Company's efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

The Company neither have any Foreign Direct Investment (FDI) nor invested as any Downstream Investment in any other Company in India.

In terms of Section 204 of the Act and Rules made there under, M/S. PAYAL TACHAK & ASSOCIATES, PRACTICING COMPANY SECRETARIES had been appointed as Secretarial Auditor of the Company for the Financial Year 2024-2025.

Secretarial Auditor's observation and Management's explanation to the Auditor's observation -

1. Regulation 47 of the SEBI (Listing obligations and Disclosure Requirements) Regulation, 2015,

2. Section 108 of the Companies Act 2013 read with Rule 20 of the Companies (Management and Administration), Rules, 2014

3. Section 91 of the Companies Act 2013 read with Rule 10 of the Companies (Management and Administration) Rules, 2014 - Publication of Results audited and unaudited in newspaper, E-voting, News Paper Advertisement for Book Closure.

The Company has not been doing that since the financial position of the Company does not allow Board to incur such expenditure keeping in mind that the results are made available for investors and market through Stock Exchange. The Company, on timely basis submits the results to the Exchange to bring the information in public domain.

4. Regulation 14 of the SEBI (Listing Obligations and Disclosures Requirements) Reg. 2015- Payment of Annual Listing fees to Stock Exchange within 30 days from Financial Year end.

The Company made delayed payment of Listing fees to the BSE Limited for Financial Year 2024-2025 & 20252026. Company will make sure to do the payments within due dates in future.

Furthermore, with reference to the SEBI adjudication Penalty company is in process to Complete the Adjudication process and do the needed under the professional Guidance and as per SEBI Adjudication laws. The report of the Secretarial Auditors is enclosed as ANNEXURE I to this report.

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

During the year under review, the Company has accepted an unsecured loan from the Directors or their relatives, who provided a declaration in writing to that effect that the amount is not been given out of funds acquired by him by borrowing or accepting loans or deposits from others.

The provisions of Section 178(1) relating to the constitution of the Nomination and Remuneration Committee is not applicable to the Company and hence the Company has not devised any policy as required under Section 178 of the Companies Act, 2013.

The Company has in place an anti-sexual harassment policy in line with the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 (“SH Act”). Internal Complaints Committees have been set up in accordance with the provisions of SH Act at the work place to redress sexual harassment compliant received. All employees (permanent or contractual trainees) are covered under the policy.

No compliant was received from any employees of the Company or otherwise during the financial year 20242025 and hence no complaint is outstanding as on 31 March, 2025 for Redressal.

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company under investors/policy documents/Vigil Mechanism Policy link.

The Company has laid down a well-defined Risk Management Policy. The Board periodically reviews the risk and suggests steps to be taken to control and mitigation the same through a proper defined framework.

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions.

However, during the year the Company has not entered any new contracts or arrangements with Related Parties in terms of Sec 188 of the Companies Act, 2013. Accordingly, the Disclosure of related Party transactions as required under Section 134(3)(h) of the Act in Form AOC 2 is applicable to the Company for FY 2024-2025.

Details of transactions entered into by the Company, in terms of IND AS 24 have been disclosed in the notes to the Standalone/Consolidated financial Statements forming part of this Report.

The Annual Return for Financial Year 2024-2025 as per provisions of the Act and Rules thereto, is available on the Company's website at www.hfpltd.in.

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the company. The code laid down by the Board is known as “code of business conduct” which forms an Appendix to the Code. The Code has been posted on the Company's website.

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standards operating procedures. The Company's internal control system is commensurate to the size, scale and complexities of its operations.

Conservation of energy, technology absorption, foreign exchange earnings and outgo are Nil during the year under review.

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

The Company is listed with BSE Ltd. Further, the Company was listed on Ahmedabad Stock Exchange and Vadodara Stock Exchange which were derecognized pursuant to SEBI order.

Your Directors hereby states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. During the year under review, the Company has not made any investments or given guarantee's or provided securities falling under the provisions of Section 186 of the Companies Act, 2013.

2. The Provision of Section 135 of the Act with respect to Corporate Social Responsibility (CSR) is not applicable to the Company, hence, there is no need to develop policy on CSR and take initiative thereon;

3. The Company does not have any subsidiary, joint venture or, associate Company, hence, no need to state anything about the same;

4. The Company has not accepted deposits covered under Chapter V of the Act;

5. No significant material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

6. Since, the Company having paid-up capital less than the threshold provided under Regulation 27 (2) of Listing Regulations, hence, the Company need not required to address Reports on Corporate Governance, certificate/s pertains thereto.

7. There are no employees who are in receipt of salary in excess of the limits prescribed under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

8. The Company is not required to maintain cost records as specified by the Central Government under sub section (1) of Section 148 of the Companies Act, 2013.

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.