Your directors have pleasure in presenting the 11^th Annual Report of City
Crops agro Limited ('the Company') along with the audited financial
statements for the financial year ended 31st March 2024.

1. FINANCIAL SUMMARY

The Company's financial performances for the year under review along
with previous year's figures are given hereunder:

INR in Lacs

2. Performance Overview

The Company is primarily engaged in the business of manufacturing and
trading activities. During the year 2023-24, the profit of the Company
unfortunately increases to Rs. 228.07/- Lakhs from Rs. 113.10/- Compare
to Last Financial Year. The Directors and the management of the Company
continuously working on the process to increase the profit of the
Company. The various teams and management are working on the growth
and development of the Company. There has been no change in the
nature of business of the Company during the financial year ended 31st
March 2024.

3. DIVIDEND

The company has not declared any dividend to boost its resources.

4. PUBLIC DEPOSITS

During the year under review, the Company has neither accepted nor
renewed any deposits from public falling under the ambit of Section 73 of
the Companies Act, 2013 ("Act") read with the Companies (Acceptance of
Deposits) Rules, 2014.

5. INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with
respect to financial statements. The policies and procedures adopted
by the Company ensure prevention and detection of frauds and errors,
accuracy and completeness of the records and timely preparation of
reliable financial statements.No Reportable material weakness in the
design or operation was observed during the year.

6. CAPITAL EXPENDITURE

Capital expenditure of 0.57 Lacs was incurred during the year 2023-24.

7. LISTING

The company applied for the listing with the total issue size for of 1,63,16,760
Equity Shares of face value of Rs. 10 Each ("Equity Shares") the lead manager
to the issue was Turnaround Corporate Advisors Private Limited and Registrar
to The Issue was Skyline Financial Services Private Limited, issue opens on:
September 26, 2023 issue closes on: September 29, 2023.

In the process of listing of company in BSE the company have reconstituted/
re- designated the board of directors committee; fresh audit committee/
nomination & remuneration committee/ stakeholder relationship
committee were established. Board of Directors of the Company is duly
constituted with proper balance of Executive Directors, Non-Executive
Directors, Independent Directors and Women Directors. The Adequate
notices are given to all directors to schedule the Board Meetings, agenda and
detailed notes on agenda were sent at least seven days in advance, and a
system exists for seeking and obtaining further information and clarifications
on the agenda items before the meeting and for meaningful participation
at the meeting. Majority decision is carried through while the dissenting
members' views, if any, are captured and recorded as part of the minutes.
There are adequate systems and processes in the company commensurate
with the size and operations of the company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.

As per Reg. 15 of SEBI (LODR) Reg, 2015, the company is listed in SME platform. Hence
the provision of under Reg 27 of SEBI (LODR) Reg, 2015 with respect to corporate
governance is not applicable to the company. Pursuant BSE Circular No.
LIST/COMP/01/2019-20 dated 2nd April 2019 and as per the terms of the Company's
Code of Conduct for Prohibition of Insider Trading in securities, framed pursuant to
the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015.

The Company has Listed its 1,63,16,760 Equity Shares on BSE SME Platform vide BSE
Notice No. 20231009-25 dated 09^th October, 2023

8. DIRECTOR

Mr. Kaupilkumar Hasmukhbhai Shah (DIN: 08937535) retires by rotation
at the ensuing AGM, and being eligible, offers himself for re-appointment.

Profiles of Directors to be appointed/re-appointed at the ensuing AGM, as
required by Regulation 36 (3) of the Listing Regulations and Secretarial
Standard - 2 on General Meetings, are given in the notice of the ensuing
AGM.

DECLARATION BY INDPENDENT DIRECTORS

The Company's Independent Directors have submitted requisite declarations
confirming that they continue to meet the criteria of independence as
prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the
Listing Regulations. The Independent Directors have also confirmed that they
have complied with Schedule IV of the Act and the Company's Code of
Conduct.

Further, in terms of Section 150 of the Act read with Companies (Appointment
and Qualification of Directors) Rules, 2014. In the opinion of the Board, the
Independent Directors hold highest standard of integrity and possess the
requisite qualifications, experience, expertise and proficiency.

9. AUDITORS

The members of the Company at the 09th Annual General Meeting held on
September 30, 2022 had appointed M/s VSSB & Associates, Chartered
Accountant (Firm Registration No. 121356W) as the Statutory Auditors of the
Company to hold office for a term of 5 consecutive years i.e. from the
conclusion of the 09th Annual General Meeting till the conclusion of the 14th
Annual General Meeting to be held in the year 2027.

M/s VSSB & Associates, Chartered Accountant, have consented their
appointment as Statutory Auditors and have confirmed that if appointed,
their appointment will be in accordance with section 139 read with section
141 of the Companies Act, 2013.

M/s VSSB & Associates, Chartered Accountant, have also provided
confirmation that they have subjected themselves to the peer review process
of the Institute of Chartered Accountants of India (ICAI) and hold a valid
certificate issued by the 'Peer Review Board' of the ICAI.

There are no qualifications, reservations or adverse remarks or disclaimers
made by the Auditors in their report on the financial statements of the
Company for the year ended March 31, 2024.

10. SECRETARIAL AUDITOR

M/s. Dharti Patel & Associates, Practicing Company Secretaries have carried
out Secretarial Audit under the provisions of Section 204 of the Act, for the
financial year 2023-24 and submitted their report, which is annexed to this
report. The report does not contain any qualification, reservation or adverse
remark or disclaimer. The Secretarial Audit Report for the financial year ended
31^st March 2024 is annexed and forms part of the Report.

11. COST AUDITOR

As specified by the Central Government under Section 148(1) of the
Companies Act, 2013, the cost records are required to be maintained by the
Company and accordingly such accounts and records are being maintained.
However, the provisions of appointing Cost Auditor is Not Applicable for the
financial year ending 31^st March 2024.

12. KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Key Managerial Personnel of the Company for the FY 2023-24 are:

Mr. Kaupilkumar Hasmukhbhai Shah - Managing Director & Chief Financial
Officer

Mrs. Zalakben Chintan Gajjar - Company Secretary

13. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES
GIVEN AND SECURITIES PROVIDED UNDER SECTION186 OF COMPANIES ACT,
2013

Particulars of loans and advances given are provided under note to the

financial statement. Particulars of investment made are provided under to the
financial statement provided in this Annual Report. The Company has not
given any guarantee or security in connection with a loan to any other body
corporate or person.

14. WHOLLY OWNED SUBSIDIARY

The Company City Crops Agro Limited does not have any subsidiary.

15. ANNUAL EVALUATION OF THE BOARD'S PERFORMANCE

The Board adopted a formal mechanism for evaluating its performance and
as well as that of its Committees and Directors, including the Chairman of the
Board as per the requirements asspecified in the guidance note issued by the
Securities Exchange Board of India (SEBI) and the provisions of the Companies
Act,2013. The performance evaluation exercise was carried out through a
structured evaluation process (by circulation of detailed evaluation matrix to
all the Directors and was reviewed & confirmed by each Director) covering
various aspects of the functioning of the Board and Committees such as their
composition, experience & competencies, performance of specific duties &
obligations, governance issues etc. NRC reviewed the performance of
individual Directors on the basis of criteria as specified in the Guidance note
and in a separate meeting of independent directors, performance of Non¬
Independent Directors and the Board as a whole was evaluated. The above
evaluations were then discussed in the Board meeting and performance
evaluation of Independent directors was done by the entire Board, excluding
the Independent Director being evaluated and the Board was satisfied with
their performances, which reflected the overall engagement of the Board,
Committees and the directors with the Company.

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company believes in the conduct of the affairs of its constituents in a fair
and transparent manner by adopting the highest standards of
professionalism, honesty, integrity and ethical behavior. In line with the City
Crops Agro Limited Code of Conduct ('CoC'), any actual or potential violation,
howsoever insignificant or perceived as such, would be a matter of serious
concern for the Company. The role of the employees in pointing out such
violations of the CoC cannot be undermined. Hence, the Company has
established a vigil mechanism through "City Crops Agro Limited Whistle
Blower Policy" to enable employees, trainees, directors and Vendors of the
Company, to report genuine concerns, unethical behavior, actualor suspected
fraud, violation of Company's Insider Trading Code, any unlawful act or
violation of the Company's Code of Conduct. The mechanism provides for
adequate safeguards against victimization of the whistle blower and also
provides for direct access to the Chairman of the audit committee. There were

no whistle blower complaints received by the Company during the year.

17. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

SEBI has mandated that the Business Responsibility and Sustainability
Reporting (BRSR) shall be applicable to the top 1,000 listed entities (by market
cap) for reporting on a mandatory basis from FY 2023-24. The Company does
not fall under the list of top 1,000 listed entities, so BRSR is not applicable to
the Company.

18. BUSINESS RISK MANAGEMENT:

The Company's management systems, organizational structures, processes,
codes of conduct together form the basis of risk management system that
governs and manages associated risks. The Board does not foresee any risk
which may threaten the existence of the Company.

19. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNING AND OUTGOING

Information on conservation of Energy, Technology absorption, Foreign
Exchange earnings and outgo required to be disclosed under Section 134 of
the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are
provided hereunder:

CONSERVATION OF ENERGY:

• The steps taken or impact on conservation of energy:

The Company has used various energy conservation measures that impact
conservation of the environment. The company is preventing wastage, using
the latest energy efficient technology like inverter-based air conditioners,
replacing old conventional light fittings with latest generation CFL and LED
light fittings to reduce the overall power consumption. The Company is
promoting maximum usage of natural light in the day time by placing side
glass windows.

• The steps taken by the company for utilizing alternate sources of energy:
The Company is exploring ways and ideas through which it can utilize
alternate sources of energy in energy intensive production line in place of
conventional sources of energy, its viability, and cost effectiveness. No capital
investment was made by the Company in energy conservation equipment.

• The capital investment on energy conservation equipment's;

No capital investment was made by the Company in energy conservation
equipment.

TECHNOLOGY ABSORPTION:

The Company has not incurred any major expenditure which can be
appropriated to Research and Development work.

FOREIGN EXCHANGE EARNINGS AND OUTGO : NIL

20. STATUTORY STATEMENTS

20.1 Corporate Social Responsibility

As required under Section 134(3)(o) of the Act, the provisions of the
Corporate Social Responsibility is Not Applicable on the Company.

20.2 Directors' Responsibility Statement

Pursuant to Section 134(3)(c) of the Act, it is hereby confirmed that;

a. In the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures.

b. The directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company
as at 31st March 2024 and of the profit of the Company for the year ended on
that date;

c. That directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;

d. The directors had prepared the annual accounts on a going concern basis;

e. 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; and

f. 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.

21. DISCLOSURES UNDER COMPANIES ACT, 2013

21.1 Extract of the Annual Return:

In accordance with the Companies Act, 2013, the annual return in the
prescribed format is available at www.citycropagro.in within 60days of
Completion of Annual General Meeting.

21.2 Number of Board Meetings:

The Board of Directors met 8 (Eight) times during the year 2023-24. The
details of the Board meetings and the attendance of the Directors provided in
the Annual Return of the Company available on the website of the Company
within 60 days of Annual General Meeting.

21.3 Committees of Board of Directors:

Details of memberships and attendance of various committee meetings are
given in Annual Return and The Meetings were held on regular interval. The
Board has accepted / considered all recommendations made by the
Committees to the Board during the financial year.

21.4 Related Party Transactions:

All related party transactions that were entered into during the financial year
were on an arm's length basis and were in the ordinary course of business.
There are no related party transactions made by the company with
promoters, Directors, Key Managerial Personnel or other designated persons
which may have a potential conflict with the interest of the Company at large.
A detailed report on contracts & arrangements made with related parties
during the financial year 2023-24 being arm's length transaction have been
reported and annexed as note no. 31 to the financial statements.

22. POLICIES

The following policies approved by the Board of Directors of the Company
were uploaded and are available in the Company's website at the web link
www.citycropagro.in

22.1.1 Policy For Preservation Of Documents And Archival Of Documents

22.1.2 Policy on Vigil Mechanism

22.1.3 Nomination and Remuneration Policy

22.1.4 Policy on Board Diversity

22.1.5 Code of Fair Disclosure n Price Sensitive information

22.1.6 Policy for Determining Materiality for Disclosures

22.1.7 Policy on Related Party Transactions

22.1.8 Risk Management Policy

22.1.9 Performance Evaluation Mechanism

22.1.10 Material subsidiary policy

23. PARTICULARS OF DISCLOSURES AS REQUIRED UNDER SECTION 197 OF
THE COMPANIES ACT, 2013

The ratio of the remuneration of each director to the median remuneration
of the employees for the financial year and such other details as required are
as given below:

The remuneration of Directors and employees are as per the remuneration
policy of the Company. The statement of particulars of employees as per
Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies
(Appointment & Remuneration of Managerial Personnel) Rules,2014, for the
year ended 31st March 2024, is given and forms part of this Report.

24. AUDIT COMMITTEE

The Composition of Committees of The Board of Directors are as
follows:

25. NOMINATION AND REMUNARATION COMMITTEE

The Composition of Committees of The Board of Directors are as
follows:

26. STAKEHOLDER RELATIONSHIP COMMITTEE

The Composition of Committees of The Board of Directors are as
follows:

27. CORPORATE GOVERNANCE

The Company is Listed of BSE SME Platform and As per the SEBI (LODR)

Regulation, 2015, the Company having Listed on SME Platform is Not
Required to Corporate Governance. So Corporate Governance is Not
Applicable to the Company.

28. FAMILIARIZATION PROGRAMME FOR INDEPENDENTDIRECTORS

The Company has a structured familiarization program for independent
Directors of the Company which also extends to other Non-Executive
Directors to ensure that Directors are familiarized with their function, role,
rights, responsibilities and the nature of the company Business. The Board of
Directors has complete access to the information within the Company.
Presentations are made to the Board of Directors at all the Meetings and all
Committees of the Board on various matters, where Directors get an
opportunity to interact with Senior Management. Presentations, inter alia,
cover the Company's strategy, business model, operations, markets,
organization structure, product offerings, finance, risk management
framework, quarterly and annual results, human resources, technology,
quality and such other areas as may arise from time to time. The Company
also issues appointment letters to the Independent Directors which also
incorporates their role, duties and responsibilities. Further, regulatory
updates on regulatory changes are also periodically placed before the Board.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION ANDREDRESSAL) ACT, 2013-

The Company has adopted the Anti-Sexual Harassment Policy in line with the
requirements of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. In compliance with the
provisions under Section 4 of the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act,2013, Internal
Complaints Committee (ICC) of the Company has been constituted to redress
complaints regarding sexual harassment. No complaint was received during
the year2023-24.

30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS / COURTS /TRIBUNALS

During the year under review, no significant or material orders were passed
by the Regulators or Courts or Tribunals which impact the going concern
status and Company's operations in future.

31. Acknowledgement

The directors thank the distributors, vendors and bankers for their continued
support and assistance. The directors gratefully acknowledge the support
rendered by them. The directors wish to place on record their appreciation
of the excellent work done by employees of the Company at all levels during
the year. The directors specially thank the shareholders for the confidence
reposed by them in the Company.

For and on Behalf of the Board

Date : 27.06.2024
Place: Ahmedabad

Sd/- Sd/-

Kaupilkumar H. Shah Shitalben K. Shah
Managing Director Director

DIN: 08937535 DIN: 08935979