Upsurge Seeds of Agriculture Ltd Directors Report

To

The Members of

Upsurge Seeds of Agriculture Limited

Your Directors have immense pleasure in presenting the 6th Annual Report on the business and operations of your Company together with the Audited Standalone financial statement and the Auditors Report for the financial year ended 31^ST March, 2023.

FINANCIAL HIGHLIGHTS

(In Lakhs)

	Standalone
Particulars	F.Y. 2022-23	F.Y. 2021-22
Total Revenue	8,297.22	7,577.14
Total Expenditure	7,781.21	7,151.65
Profit Before Exceptional & Extraordinary items & tax	516.01	425.50
Profit Before Taxes	516.01	425.50
Less: Current Tax	41.50	31.12
Less: Deferred Tax Expenses(Income)	(1.48)	(2.06)
Profit After Taxes	475.99	396.44
EPS (In Rs)	7.18	9.79

The above figures are extracted from the Standalone Financial Statements prepared in accordance with generally accepted accounting Principles in India. The applicable mandatory Accounting Standards as amended specified under section 133 of the Companies Act, 2013 read with Rule 7of the Companies (Accounts) Rules, 2014 of India have been followed in preparation of these financial statements and Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended.

STATE OF COMPANYS AFFAIRS AND OUTLOOK

Your Directors report that the Company has achieved turnover for the financial year ended March 2023, has increased to Rs. 82,97,22,451 /- as compared to Rs. 75,77,14,123 /- of the previous year. The Company has incurred the Net Profit of Rs. 4,75,99,416 /- during the year under review as compared to Rs. 3,96,44,271 /- of the previous year. Your Directors assures you that they would grab all business opportunities that could be seized from the market for the overall development of our business and foresee bright prospects of the Company in the years to come.

INITIAL PUBLIC OFFER:

During the year under review, your Company successfully completed its Initial Public Offer (IPO). Your Company raised 2,280.96 Lakhs in its initial public offering by issuance of 19,00,800 Equity Shares of 10/- each at price of 120/- per share including premium of 110/- per share. The Equity Shares of the Company were listed on EMERGE platform of National Stock Exchange (NSE) w.e.f. August 11, 2022.

DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances has decided that it would be prudent, not to recommend any Dividend for the year under review and retain the profits of the Company for its future growth.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

AMOUNT TRANSFERRED TO RESERVE

During the year under review, the Company has not transferred any amount to Free Reserve.

SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 10,00,00,000/-(Rupees Ten Crores only) divided into 10,000,000 (One crores) equity shares of Rs. 10 each.

The Issued, Subscribed and Paid Up Capital of the Company as on March 31, 2023 was Rs. 7,05,98,000/-

STATEMENT OF DEVIATION(S) OR VARIATION(S):

In terms of Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CFD/CMD1/162/2019 dated December 24, 2019 there was no deviation or variation in connection with the terms of the objects of the issue mentioned in the Prospectus dated July 22, 2022, in respect of the Initial Public Offering of the Company.

During the Year under Review, the Company has fully utilized the Proceeds Raised through IPO in the Following manner and there is no deviation or variation in the use of proceeds, from the objects as stated in the Prospectus.

IPO Proceeds (till 31.03.2023)

Gross IPO Proceeds	2,280.96
Less: Issue expenses	50.00
NET IPO Proceeds	2,230.96

Statement of Utilization

Working Capital Requirements	2,130.96
General Corporate Purpose	100.00
NET IPO Proceeds	2,230.96

Your Board of Directors had intimated to the Stock Exchange on April 28, 2023 under regulation 32 of SEBI(LODR) Regulations,2015 as amended from time to time.

DEPOSITORY PARTICIPANT

Your Companys equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services India Limited.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements), 2015, the company has vigil mechanism in the form of Whistle Blower Policy for their Directors and employees to report genuine concerns or grievances to deal with instances of fraud or mismanagement.

DEPOSITS:

The Company has neither accepted nor renewed any deposits from public during the year under review to which the provisions.

LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

There were no loans or guarantees given by the Company under Section 186 of the Companies Act, 2013 during the year under review. Investments made during the year were within the limits approved by Board of Directors and the limits prescribed under section 186 of the Companies Act, 2013.

SHARE CAPITAL:

During the year, there were no change in the Authorised Share Capital of the Company. The paid up Equity share capital of Company as on 31st March, 2023 is 7,05,98,000/- divided into 70,59,800 equity shares of 10/- each. During the year under review, the paid up capital has increased via following events:

a. Buy Back of Securities:

Company has not bought back any of its securities during the year under review.

b. Sweat Equity:

Company has not issued any Sweat Equity Shares during the year under review.

c. Bonus Shares:

Company has not issued any Bonus Equity Shares during the year under review.

d. Employees Stock Option Plan:

The Company has not provided any Stock Option Scheme to the employees.

e. Fresh Issue of Shares:

During the year under review, your Company successfully completed its Initial Public Offer (IPO). Your Company raised 2,280.96 Lakhs in its initial public offering by issuance of 19,00,800 Equity Shares of 10/- each at price of 120/- per share including premium of 110/- per share. The Equity Shares of the Company were listed on EMERGE platform of National Stock Exchange (NSE) w.e.f. August 11, 2022.

BOARD EVALUATION:

The evaluation framework for assessing the performance of the Directors of the Company comprises of contributions at the Meeting(s) and strategic perspective or inputs regarding the growth and performance of the Company, amongst others.

Pursuant to the provisions of the Companies Act, 2013 and rules made thereunder and as provided under Schedule IV of the Act and Listing Regulations, the Board has carried an annual performance evaluation of its own performance, all the committees of Board and the directors individually including Chairman & Managing Director and Independent Directors in accordance with the criteria of evaluation approved by Nomination & Remuneration Committee.

Outcome of Evaluation:

Board of the Company was satisfied with the functioning of the Board and its Committees. The Committees are functioning well and besides covering the Committees terms of reference, as mandated by law, important issues are brought up and discussed in the Committee meetings. The Board was also satisfied with the contribution of Directors, in their individual capacities

DIRECTORS & KEY MANAGERIAL PERSONNEL:

During the year under review, The Company has appointed Mr. Pankajbhai Chandulal Kotak, (DIN: 09562427) as a non-executive director of the Company at their Extra-ordinary General Meeting held on April 09, 2023.

During the year under Review, the Board at their meeting held on December 19, 2022 appointed Mr. Vinodbhai Rajabhai Bhadarka (DIN No: 09829560) as an Additional Non- Executive Independent Director in the company subject to the Approval of the same in the General Meeting by the Shareholders and the appointment of him is proposed to be regularized at the ensuing Annual General Meeting.

CS Taniskha Dhamejani has been appointed as a Company Secretary and Compliance officer of the Company by the Board of Directors at their meeting held on April 06, 2023.

MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on the Companys business policies and strategies apart from other Board businesses. A tentative annual calendar of the Board and Committee Meetings is informed to the respective Directors to facilitate them to plan their schedule and to ensure their meaningful participation in the meetings. The notice of meeting of the Board of Directors and Committees were given well in advance to all the Directors of the Company. Usually, meetings of the Board are held at the registered office of the Company. The agenda of the Board/Committee meetings is circulated 7 days prior to the date of the meeting as per Secretarial Standard on Meeting of Board of Directors (SS-1) issued by ICSI. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision. The Company had 12 (Twelve) Board meetings during the financial year under review.

DIRECTORS RESPONSIBILITY STATEMENT:

1. In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement;

2. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

4. That 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 a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for the year under review;

5. That 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;

6. That the Directors have prepared the annual accounts on a going concern basis

7. That the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

8. That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INDEPENDENT DIRECTORS DECLARATION:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the rules made thereunder and Listing Regulations.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS:

The familiarisation program seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company. The policy and details of familiarisation programme is available on the website of the Company at www.

AUDIT COMMITTEE:

In compliance with the provisions of section 177 of the Act and regulation 18 of the SEBI LODR Regulations, the Board has constituted an Audit Committee. The Statutory Auditors and Internal Auditors of the Company are regular invitees at the Audit Committee Meetings. The Audit Committee holds discussions with the Statutory Auditors on the ‘Limited Review” of the half-yearly, the yearly Audit Plan, matters relating to compliance of Accounting Standards, their observations arising from the annual audit of the Companys accounts and other related matters. The Audit Committee is presented with a summary of internal audit observations and follow up actions thereon. The terms of reference of Audit Committee includes the matters prescribed under Section 177 of the Companies Act, 2013 read with SEBI (LODR) Regulation, 2015. The Company Secretary acts as the Secretary to the committee. The composition of the Audit Committee as at March 31, 2023:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Raj Hiteshkumar Kakkad	Member	Independent Director
Mr. Rasik Vallbhbhai Moliya	Chairman	Independent Director
Mrs. Sonalben Arvindbhai Kakadiya	Member	Whole Time Director

During the year under review 5 (Five) Meetings of Audit Committee were held.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Our Company has formed the Stakeholders Relationship Committee as per the applicable provisions of the Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI Listing Regulation, 2015 vide Resolution dated April 13, 2022. As The constituted Stakeholders Relationship Committee comprises the following:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Raj Hiteshkumar Kakkad	Chairman	Independent Director
Mr. Rasik Vallbhbhai Moliya	Member	Independent Director
Mr. Arvindkumar Jadavjibhai Kakadia	Member	Managing Director

During the year under review, 1 (One) Meeting was held.

NOMINATION AND REMUNERATION COMMITTEE AND COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

In compliance with the provisions of section 178 of the Act and regulation 19 of the SEBI Listing Regulations, the Board has constituted the Nomination and Remuneration Committee (“NRC”). The brief terms of reference of NRC as specified in clause A of Part D of Schedule II of the Listing Regulations inter alia contains:

• Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees.

• Formulation of criteria for evaluation of performance of independent directors and the Board.

• Devising a policy on Board diversity

• Identifying persons who are qualified to become directors of the Company and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

• Recommending the remuneration, in whatever form, payable to the senior management personnel.

• Determining whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

• Perform such functions as are required to be performed by the NRC committee under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

• Performing such other activities as may be delegated by the Board and/or are statutorily prescribed under any law to be attended to by the Nomination and Remuneration Committee.

• The composition of NRC as on March 31, 2023:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Raj Hiteshkumar Kakkad	Member	Independent Director
Mr. Rasik Vallbhbhai Moliya	Chairman	Independent Director
Mr. Pankajbhai Chandulal Kotak	Member	Non-Executive Director

During the year under review, 6 (Six) Meetings of NRC were held.

AUDITORS a. Statutory Auditors:

M/s. R B & GOHIL & Co., Chartered Accountants, bearing ICAI Registration Number: 119360W has been appointed as Statutory Auditor of the company for a period of one year starting from the Annual General Meeting held for FY 2021-22 till Annual General Meeting to be held for FY 2022-23.

The report of the Statutory Auditors of the Company forms part of the annual report. The Statutory Auditor has issued Audit Reports with unmodified opinion on the Standalone Financial Statements of the Company for the year ended 31^st March, 2023. The Notes on the Financials Statement referred to in the Audit Report are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) (f) of the Companies Act, 2013.

During the year under review, the statutory auditors have not reported to the Audit Committee under section 143(12) of the Companies Act, 2013, any instance of fraud committed against the Company by its officers of employees, the details of which would need to be mentioned in the Board Report.

b. Internal Auditors:

Company has in place an adequate internal audit framework to monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent and reasonable assurance on the adequacy and effectiveness of the organizations risk management, internal control and governance processes.

The framework is commensurate with the nature of the business, size, scale and complexity of its operations with a risk based internal audit approach.

For the FY 2022-23, Company appointed M/s. K M Chauhan & ASSOCIATES Chartered Accountant(s), Rajkot (FRN: 125924W) as the Internal Auditors for conducting Internal audit of systems and processes, providing of observations, impact and recommendation to strengthen the internal control framework and advise on internal control process gaps of the company. The Internal

Auditors report to the Audit Committee on half yearly basis. Several recommendations were received from the Internal Auditors and most of them were compiled by the management during the FY 2022- 23.

c. Secretarial Auditor:

The Board appointed M /s Rakhi Dasgupta, Practicing Company Secretary, to conduct secretarial audit for the financial year 2022-23. The secretarial audit report for the financial year ended March 31,2023 is annexed herewith marked as Annexure I to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The observation/ remarks provided in the report are self-explanatory.

EXPLANATIONS ON QUALIFICATIONS/ ADVERSE REMARKS CONTAINED IN THE AUDIT REPORT:

There was no a qualification, reservations or adverse remarks made by the Auditors in their report. Observations of the Auditors are self-explanatory and do not call for further information.

FRAUDS REPORTED UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013:

No fraud was noticed by the Auditors under Section 143(12) of the Companies Act, 2013.

RISK MANAGEMENT:

The risk management includes identifying types of risks and its assessment, risk mitigation and monitoring and reporting. The Board judges from time to time Credit Risk/ Liquidity Risk to the fair and reasonable extent that your Company is willing to take. The Company has its internal Risk Management Policy as the elements of risk threatening the Companys existence are very minimal.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND OUTGO:

A. CONSERVATION OF ENERGY:

Steps taken / impact on conservation of energy, with special reference to the following: steps taken by the company for utilizing alternate sources of energy including waste generated:Nil

B. TECHNOLOGY ABSORPTION:

No Research and Development was carried out during the year under report.

• In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished:

• The Company has not imported any technology and hence not applicable.

• Expenditure incurred on Research and Development: Nil

C. Foreign exchange earnings and Outgo:

There were no foreign exchange earnings and outgo during the year under review.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection through electronic mode up to the date of the ensuing Annual General Meeting upon request. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Details Pertaining to Remuneration as Required Under Section 197 (12) Of The Companies Act 2013 Read With Rule 5(1) Of The Companies (Appointment And Remuneration Managerial Personnel Rule 2014 is attached herewith as Annexure 2.

RELATED PARTY TRANSACTIONS

During the financial year ended March 31, 2023, contracts or arrangements entered with related parties referred to in sub Section (1) of Section 188 of the Companies Act, 2013 entered by the Company were in the ordinary course of business and on an arms length basis.

Thus, disclosure in the Form AOC- 2 is attached herewith as an Annexure-3 and forms a part of this Report.

The Company has adopted a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions which is uploaded on the website of the Company i.e. www.usaseedslimited.com

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report is attached as Annexure 4 and forms a part of this report.

SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS/ COURTS:

During the year under review, no significant and material order was passed by the Regulators or courts.

MAINTENANCE OF COST RECORD:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, maintenance of cost record is not applicable to the Company for the Financial Year 2022- 23.

COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

During the year of review, Company has complied with the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under section 118(10) of the Companies Act, 2013.

DETAILS OF APPLICATION MADE OR ANY PRECEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE FY ALONG WITH THE CURRENT STATUS:

During the year under Review, neither any application was made nor are any proceedings pending under Insolvency and Bankruptcy Code, 2016.

THE 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 BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The requirement of disclosure of 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 Banks or Financial Institutions along with the reasons thereof is not applicable during the period under review.

POLICY RELATED TO APPOINTMENT OF DIRECTORS AND OTHER RELATED MATTER

Company has a policy for the appointment of Directors which is managed by the Nomination and Remuneration Committee as per the provisions of Section 178 of the Companies Act, 2013.

The Committee has specified criteria for determining qualifications, positive attributes and other matter for the specific post on which appointments are made and shall be made in future on the board of the Company.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the nomination and remuneration policy of the Company.

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013, the Annual Return of the Company is available on the website of the Company at link www.usaseedslimited.com.

HUMAN RESOURCES:

Employees of the company are its most precious assets. The company promotes and practices progressive HR policies to encourage, motivate and attract as well as retain quality professionals. The attrition level of your company has been very insignificant. During these turbulent times, the entire non-conventional energy industry had been facing challenge in hiring / retaining quality professionals. The company has taken various initiatives to overcome these challenges to hire / retain quality professionals. The Company continues to maintain excellent and cordial Industrial and Personnel Relations and concerted efforts were put in to maintain harmony and peace. The Directors express their appreciation for the dedication, commitment and sincere services rendered by the employees at all levels throughout the year.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

The Company has no Holding, Subsidiary, Joint Venture or Associate Company anywhere as at the end of financial year.

CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE:

The Directors state that the Company has constituted the Internal Complaints Committee in accordance with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Order constituting such Committee and the penal consequences of sexual harassment has been conspicuously displayed at all the workplaces of the Company. During the year under review, no cases have been filed before the said Committee.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions of section 135 of the companies Act, 2013 read with the relevant rules and guidelines are not so far applicable to the company.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there was no case filed pursuant to the sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

PARTICULARS OF LOAN, GUARANTEE OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not given any loan or guarantee and made Investments covered under provision of Section 186 of the Companies Act, 2013.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT

Internal Control Systems has been designed to provide reasonable assurance that assets are safeguarded, transactions are executed in accordances with managements authorization and properly recorded and accounting records are adequate for preparation of financial statements and other financial information. Internal check is conducted on a periodical basis to ascertain the adequacy and effectiveness of internal control systems. In the opinion of the Board, the existing internal control framework is adequate and commensurate to the size and nature of the business of the Company.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The said code of conduct is in line with SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended time to time. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

ACKNOWLEDGEMENTS

Your directors place on records their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your directors deeply appreciate the committed efforts put in by employees at all levels, whose continued commitment and dedication contributed greatly to achieving the goals set by your Company. Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

Date: 06/09/2023	For, Upsurge Seeds of Agriculture Limited
Place: Kuvadava	SD/-	SD/-
	Arvindkumar Kakadia	Viken Kakadia
	Managing Director	Whole Time Director
	(DIN: 06893183)	(DIN: 07822734)