Your directors' take pleasure in presenting the 34^th Annual Report on the business and operations of Best Agrolife Limited (“the
Company”) along with the Audited Financial Statements for the year ended March 31, 2025. The consolidated performance of
the Company and its subsidiaries has been referred to wherever required.

FINANCIAL HIGHLIGHTS

STANDALONE & CONSOLIDATED
PERFORMANCE

During the financial year, the Company on a standalone basis
has reported a total revenue of ? 1143.65 crores against
? 1798.35 crores in the previous financial year. The profit
(after tax) stood at ? 44.47crores against ? 13.46 crores in
the previous financial year.

During the financial year, the Company on a consolidated basis
has reported a total revenue of ? 1814.31 crores against ?
1873.31 crores in the previous financial year. The profit (after
tax) stood at ? 69.89 crores against ? 106.27 crores in the
previous financial year.

STATE OF COMPANY'S AFFAIRS AND
OPERATIONS

Financial Year 2024-25 was a year of consolidation and
disciplined execution. Though we witnessed a marginal decline
in revenue, from ?1,873 crore in FY 2023-24 to ?1,814 crore,
we significantly strengthened the quality of our earnings and
operating model. We consciously pursued financial prudence
and operational efficiency, resulting in improvements across
key financial parameters.

Our gross margins improved, supported by an increasing share
of branded sales and value-added patented products. Despite
inflationary input costs and global supply chain volatility, we
were able to reduce operating expenses, optimise inventory,
and tighten our working capital cycle. We reduced inventory
by ?185 crore (19% YoY) and streamlined working capital by
?146 crore (54% YoY), which significantly boosted our cash

flow. Our operating cash flow surged 540% YoY to ?192
crore, and we reduced our total borrowings by ?161 crore,
emphasising our commitment to capital efficiency. EBITDA for
the year stood at ?200 crore and PAT was ?70 crore.

DIVIDEND

The Directors are pleased to recommend a dividend of ? 3
per share (i.e. 30%) on the Equity Shares of the Company of
? 10/- each for the year ended March 31, 2025 (previous
year ? 3 per share i.e. 30%). If the dividend, as recommended
above, is declared at the ensuing Annual General Meeting
('AGM') to be held on Tuesday, September 30, 2025, the total
outflow towards dividend on Equity Shares for the year would
be ? 7.09 crore (Previous year ? 7.09 crore).

The record date for the purposes of the final dividend will be
September 23, 2025 and will be paid on or after September
30, 2025.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ('SEBI Listing Regulations'), the Board of
Directors of the Company has in place a Dividend Distribution
Policy which aims to maintain a balance between profit
retention and a fair, sustainable and consistent distribution of
profits among its members.

The said Policy is available on the website of the Company
under the 'Investors' section at https://www.bestagrolife.com/
investorss/DIVIDEND-DISTRIBUTION-POLICY.pdf.

SHARE CAPITAL

The paid-up share capital of the Company as on March 31,
2025 was ? 23,64,47,400/- (Twenty-Three Crores Sixty-
Four Lacs Forty-Seven Thousand Four Hundred Only) divided
into 2,36,44,740 (Two Crores Thirty-Six Lakhs Forty-Four
Thousand Seven Hundred Forty) Equity Shares of ? 10/-
each. During the year under review, the Company have issued
and allotted 23,43,750 convertible warrants on preferential
basis in terms of SEBI Regulations and Companies act, 2013
including any amendment thereof.

During the year, with respect to Best Agrolife Employee
Stock Option Scheme 2024' (“ESOS 2024”/“Scheme”) the
Company had obtained in-principle approval from BSE and
NSE in accordance with the relevant provisions of the Securities
and Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021, Section 62(1)(b) of the
Companies Act, 2013 and the relevant Rules made thereunder.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the
Company as on the date of this Report.

TRANSFER TO GENERAL RESERVE

As permitted under the provisions of the Companies Act,
2013, the Board do not propose to transfer any amount to
general reserve on declaration of Dividend and has decided to
retain the entire amount of profit for Financial Year 2024-25
in the profit and loss account.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The particulars of loans, guarantees and investments have
been disclosed in the Standalone Financial Statements of the
Company.

EMPLOYEE STOCK OPTION SCHEME

Your Company has implemented Best Agrolife Employee Stock
Option Scheme 2024' (“ESOS 2024”/“Scheme” (hereinafter
referred to as the “Scheme”). The Scheme was approved
by the shareholders at the Annual General meeting held on
September 30, 2024. The maximum number of options to
be granted under the ESOS 2024 shall not exceed 6,00,000
options, convertibles into equity shares of the Company,
which is approximate 2.5% of the paid-up share capital of
the Company as on the date of approval of the scheme. One
option shall entitle the eligible employee to one equity share.
The Nomination and Remuneration Committee of the Board
(“NRC”) is empowered to administer this scheme including
to determine the eligible employees, the vesting period and
exercise price of the options. The Scheme is in compliance
with the SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021, as amended from time to time, (the
'SEBI ESOP Regulations 2021'). As of the date of this Report,
no stock options have been granted to employees under the
approved ESOP. The Company intends to grant options to
eligible employees as per the terms of the Scheme and in
alignment with the Company's long-term growth objectives.

PUBLIC DEPOSITS

No deposits have been accepted from the public during the
year under review and no amount on account of principal or
interest on deposits from the public was outstanding as on
March 31, 2025.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS MADE WITH RELATED PARTIES

The Company has formulated a Policy on Related Party
Transactions in accordance with the Act and the SEBI
Listing Regulations including any amendments thereto for
identifying, reviewing, approving and monitoring of Related
Party Transactions ('RPTs'). The said Policy is available on
the Company's website at https://www.bestagrolife.com/
investorss/Policy_On_Materiality_And_Dealing_With_
Related_Party_Transactions.pdf.

All RPTs are placed before the Audit Committee for review
and approval. Prior omnibus approval of the Audit Committee
is obtained on an annual basis for the transactions which are
planned/repetitive in nature. A statement giving details of all
RPTs entered pursuant to omnibus approval so granted is
placed before the Audit Committee on a quarterly basis for its
review specifying the nature, value and terms and conditions
of the transactions. All the RPTs under Ind AS-24 have been
disclosed in note no. 39 to the Standalone Financial Statements
forming part of this Annual Report.

The RPTs entered into during the year under review were
on arm's length basis, in the ordinary course of business and
were in compliance with the applicable provisions of the Act
read with the rules framed thereunder and the SEBI Listing
Regulations. Information on transactions with related parties
pursuant to Section 134(3)(h) of the Act read with Rule 8(2)
of the Companies (Accounts) Rules, 2014 in Form AOC-2
attached as an Annexure-2 is applicable to the Company
for the Financial Year 2024-25 and hence forms part of this
report.

In terms of Regulation 23 of the SEBI Listing Regulations, the
Company submits details of RPTs on a consolidated basis, as
per the format specified to the stock exchanges on a half¬
yearly basis.

CORPORATE GOVERNANCE REPORT

Corporate Governance Report along with Certificate from
a Company Secretary in whole-time practice complying
with the conditions of Corporate Governance as stipulated
in Regulation 34 read with Para C of schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, has been annexed as a part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis Report, which
gives a detailed account of state of affairs of the operations
of the Company forms part of this Annual Report. The Audit
Committee of the Company has reviewed the Management
Discussion and Analysis report of the Company for the year
ended March 31, 2025 as required under the provisions of
the SEBI (LODR), 2015.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING FINANCIAL POSITION BETWEEN
THE END OF THE FINANCIAL YEAR AND DATE
OF THE REPORT

There has been no material change and commitment, affecting
the financial performance of the Company which occurred
between the end of the financial year of the Company to which
the financial statements relate and the date of this Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129(3) of the
Companies Act, 2013 read with Companies (Accounts)
Rules, 2014, as amended from time to time, the Company
has prepared Consolidated Financial Statements as per Indian
Accounting Standard Ind AS-110 on Consolidated Financial
Statements. The audited Consolidated Financial Statements
along with Auditors' Report thereon forms part of this Annual
Report.

SUBSIDIARIES/JOINT VENTURE COMPANIES

As on March 31, 2025 your Company have Five (5)
subsidiaries, out of which four (4) subsidiary companies are
registered in India and remaining one (1) is registered outside
India. The Company is also having one step down subsidiary.
There are no associates or joint venture companies within
the meaning of Section 2(6) of the Companies Act, 2013
(“Act'). There has been no material change in the nature of the
business of the subsidiaries.

A statement containing the salient features of the financial
statements of our subsidiaries in the prescribed format AOC-1
is appended as an Annexure-1 to the Board's report.

Pursuant to the provisions of Section 136 of the Act, the
financial statements of the Company, consolidated financial
statements along with relevant documents and separate
audited financial statements in respect of subsidiaries,
are available on the Company's website at https://www.
bestagrolife.com/investors.

The Company will provide the financial statements of
subsidiaries upon receipt of a written request from any member
of the Company interested in obtaining the same. The financial
statement of subsidiaries will also be available for inspection at
the Registered Office of your Company during working hours
up to the date of the Annual General Meeting.

CODE OF CONDUCT

The Company has in place a Code of Conduct (“Code”)
which is applicable to the members of the Board and the
Senior Management of the Company. The Code lays down
the standard of conduct expected to be followed by the
Directors and Senior Management in their business dealings
and on matters relating to integrity in the workplace, dealings
with stakeholders and in business practices. This Code is
intended to provide guidance to the Board of Directors and
Senior Management of the Company to manage the affairs
of the Company in an ethical manner and is formulated

in accordance with the requirements of the Act and SEBI
Listing Regulations. All the Board Members and the Senior
Management employees (as defined in the Code of Conduct)
have confirmed compliance with the Code.

HUMAN RESOURCES MANAGEMENT

Best Agrolife considers human resource to be one of the
most valued stakeholders for the Company and accordingly
development of people and providing a best-in-class work
environment is a key priority for the organization to drive
business objectives and goals. Our people practices have
enabled us to create an environment of collaboration and
connect, which has aided us to achieve industrial harmony.
Improving employee productivity is of utmost importance
to the organisation. Efforts have been taken on hiring and
creating infrastructure for diverse workforce.

Best Agrolife is very proud that it has impeccable record
in the safety of its human capital, women empowerment
and nurturing pool of young talent and considers its human
resources as key to its success story till date.

The Company is also very proud of its grievance redressal
system which ensures that we are fair, prompt in response
and eliminate any possibility of harassment or unacceptable
practices.

As on March 31, 2025, the Company had a total count of
522 permanent employees.

PARTICULARS OF EMPLOYEES AND
REMUNERATION

Disclosures pertaining to remuneration and other details
as required under Section 197(12) of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is
annexed with this report. Particulars of employees, as required
under Section 197(12) of the Companies Act, 2013 read
with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, forms
part of this report.

However, in pursuance of Section 136(1) of the Act, this report
is being sent to the shareholders of the Company excluding the
said information. The said information is available for inspection
by the members at the registered office of the Company during
the working hours up to the date of Annual General meeting.
Any Member interested in obtaining the same may write to the
Company Secretary at info@bestagrolife.com.

INTERNAL FINANCIAL CONTROL

As per the provisions of the Companies Act, 2013, the
Company has in place adequate internal financial controls with
reference to the Financial Statements. The Audit Committee
of the Board reviews the internal control systems including
internal financial control system, the adequacy of internal
audit function and significant internal audit findings with the
management, Internal Auditors and Statutory Auditors.

CREDIT RATINGS

As on March 31, 2025 the Company had a rating of CRISIL
BBB /Stable assigned by CRISIL Ratings for bank loan
facilities aggregating to ? 405 crores:

BOARD MEETINGS

During the year, 6 (Six) Board Meetings were convened and
all meetings were held physically. The details of meetings are
provided in the Corporate Governance Report. The intervening
gap between two consecutive meetings was within the period
prescribed under the Companies Act, 2013, Secretarial
Standards on Board Meetings and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 as amended
from time to time.

BOARD EVALUATION

The Board of Directors has carried out the Annual
Performance Evaluation of its own, Committees of Board of
Directors and Individual Directors pursuant to the provisions
of the Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The
performance of the Board was evaluated by the Board, after
seeking inputs from all Directors on the basis of the criteria such
as Board composition and structures, 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 reviewed the performance
of the individual Directors on the basis of the criteria such
as contribution of the Individual Director to the Board and
Committee meetings.

Also, in a separate meeting of Independent Directors',
performance of Non-Independent Directors', Board as a
whole and the Chairman were evaluated, taking into account
the views of Executive Directors' and Non-Executive Directors'.
Performance evaluation of Independent Directors' was done
by the entire Board, excluding the Independent Director being
evaluated.

POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION

The salient features of Company's policy on appointment and
remuneration of Directors, key managerial personnel and other
employees including criteria for determining qualifications,
positive attributes, independence of Directors' and other
matters provided in Section 178(3) of the Companies Act,
2013 has been disclosed in the Corporate Governance report,
which forms part of this Report.

AUDIT COMMITTEE

As on March 31, 2025, the Audit Committee comprised of
two Non-Executive Independent Directors', namely Mr. Braj
Kishore Prasad & Mrs. Chetna, and one Non-Executive Non¬
Independent Director, namely Mr. Shuvendu Kumar Satpathy.

Mrs. Chetna is the Chairman of the Committee.

All members of the Audit Committee possess good knowledge
of accounting and financial management. The Managing
Director, Chief Financial Officer, the Internal Auditors and
Statutory Auditors are regularly invited to attend the Audit
Committee Meetings. The Company Secretary is the Secretary
to the Committee. The Internal Auditor reports to the Chairman
of the Audit Committee. The significant audit observations
and corrective actions as may be required and taken by the
management are presented to the Audit Committee. There have
been no instances during the year when recommendations of
the Audit Committee were not accepted by the Board.

During the year, six (6) Audit Committee Meetings were held,
details of which are provided in the Corporate Governance
Report.

STATUTORY AUDITORS

At the 29^th AGM of the Company held on September 28,
2020, pursuant to the provisions of the Act and the Rules
made thereunder, Walker Chandiok & Co LLP, Chartered
Accountants (Firm Registration No. 001076N/N500013),
were appointed as Statutory Auditors of the Company from
the conclusion of the 29^th AGM till the conclusion of the 34^th
AGM to be held in the year 2020.

The Audit Report of Walker Chandiok & Co LLP on the
Financial Statements of the Company for FY 2024-25 forms
part of this Annual Report. The Report does not contain any
qualification, reservation, adverse remark or disclaimer.

The Board of Directors of the Company at its Meeting held
on 3^rd September, 2025, based on the recommendation of
the Audit Committee, re-appointed Walker Chandiok & Co
LLP, Chartered Accountants as the Statutory Auditors of the
Company pursuant to Section 139 of the Act for a second
term of five (5) consecutive years i.e. from the conclusion of
the 34^th AGM till the conclusion of the 39^th AGM to be held
in the year 2030, subject to approval by the Members at the
ensuing 34^th AGM of the Company.

Accordingly, an Ordinary Resolution proposing the re¬
appointment of Walker Chandiok & Co LLP Chartered
Accountants as the Statutory Auditors of the Company for
a second term of five (5) consecutive years is set out in the
Notice of the 34^th Annual General Meeting forming part of
this Annual Report. The Company has received their written
consent along with the eligibility certificate confirming that
they satisfy the criteria provided under Section 141 of the Act
and that the re-appointment, if made, shall be in accordance
with the applicable provisions of the Act and rules framed
thereunder.

SECRETARIAL AUDITORS

In terms of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, Rakhi Rani, Practising Company Secretaries
(Membership Number A-31715) has been appointed as
Secretarial Auditors of the Company. The Report of the
Secretarial Auditor is enclosed as Annexure-5 which forms
part of this Report. There has been no qualification, reservation,
adverse remark or disclaimer given by the Secretarial Auditors
in their Report.

A Certificate under Clause (i) of point (10) of para C of
Schedule V of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations,
2015 by M/s Rakhi Rani, Practicing Company Secretary, (M.
No. ACS-31715) confirming that none of the Directors on the
Board of the Company have been debarred or disqualified
from being appointed or continuing as Directors of the
Company by Securities and Exchange Board of I ndia/Ministry
of Corporate Affairs or any such statutory authority is attached
as Annexure-5(i).

In accordance with the SEBI Listing Regulations, the Board
of the Company has appointed. M/s. Rakhi Rani, Practising
Company Secretaries, a Peer reviewed firm, as the Secretarial
Auditors of the Company for conducting Secretarial Audit and
issue the Secretarial Audit Report for a term of consecutive
five (5) years from Financial Year April 1, 2025 to March 31,
2030, subject to the approval of the Members of the Company
at the ensuing Annual General Meeting.

RISK MANAGEMENT

Pursuant to the requirement of Regulation 21 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 (the “SEBI LODR”), the Company has constituted a Risk
Management Committee (RMC), to identify, assess, monitor
and mitigate various risks to key business objectives. Major risks
identified are systematically addressed through mitigating
actions on continuous basis and monitored regularly with
reference to statutory regulations and guidelines. The
Company's business operations are exposed to a variety
of financial risks such as market risks (foreign exchange risk,
internal rate risk and price risk), Liquidity risk etc. The Board of
the Company has approved the Risk Management Policy of the
Company and authorized the Risk Management Committee
to implement and monitor the risk management plan for the
Company and also identify and mitigate various elements of
risks, if any, which in the opinion of the Board may threaten the
existence of the Company.

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

The particulars as prescribed under sub-section (3) (m) of
Section 134 of the Act read with Rule 8 of the Companies
(Accounts) Rules, 2014 are furnished in Annexure-3 to the
Board's Report.

TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND

Pursuant to the provisions of Section 124 and 125 of
the Companies Act, 2013 read with the IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 as
amended from time to time (“the Rules”), all unpaid or
unclaimed dividends are required to be transferred by the
Company to the IEPF Authority after the completion of seven
years. Further, according to the Rules, the shares on which
dividend has not been paid or claimed by the shareholders for
seven consecutive years or more shall also be transferred to
the demat account of the IEPF Authority.

Accordingly, the Company has transferred unpaid/unclaimed
dividend for up to FY 2016-17 along with relevant shares to
the Investor Education and Protection Fund (IEPF). The details

are also available on the website of the Company at www.
bestagrolife.com.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with Section 135 of the Act, the Company has
constituted Corporate Social Responsibility (CSR) Committee
to undertake CSR activities, projects and programs as provided
in the CSR policy of the Company and as identified under
Schedule VII of the Act and excluding activities undertaken in
pursuance of its normal course of business.

The Board on the recommendation of CSR Committee
adopted a CSR Policy and the same is available on the
Company's website at https://www.bestagrolife.com/
investorss/Corporate-Social-Responsibilitv-Policy-.pdf. The
CSR objectives are designed to serve societal, local and
national goals in the locations that we operate in, create a
significant and sustained impact on local communities and
provide opportunities for our employees to contribute to these
efforts through volunteering.

The Company has spent the entire 2% of the net profits
earmarked for CSR projects during the Financial Year 2024¬
25. A Report on the CSR initiatives undertaken by the Company
as per the Companies (Corporate Social Responsibilities Policy)
Rules, 2014 is annexed as Annexure-4. The detail of the CSR
Committee and its composition is provided in the Corporate
Governance Report which forms part of this annual report.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the
Companies (Management and Administration) Rules, 2014
read with Section 134(3)(a) of the Act, the Annual Return
in Form MGT-7 as on March 31, 2025 is available on the
Company's website at www.bestagrolife.com.

WHISTLE BLOWER POLICY (VIGIL MECHANISM)

The Company has adopted a whistle blower policy wherein the
employees can approach the Management of the Company
(Audit Committee in case where the concern involves the
Senior Management) and make protective disclosures to the
Management about unethical behaviour, actual or suspected
fraud or violation of the Company's Code of Conduct and
Insider Trading Code. The Whistle Blower Policy requires every
employee to promptly report to the Management any actual
or possible violation of the Code or an event an employee
becomes aware of that could affect the business or reputation
of the Company. The disclosures reported are addressed in the
manner and within the time frames prescribed in the policy. A
mechanism is in place whereby any employee of the Company
has access to the Chairman of the Audit Committee to report
any concern. No person has been denied access to the
Chairman to report any concern. Further, the said policy has
been disseminated within the organisation and has also been
posted on the Company's website at https://www.bestagrolife.
com/investorss/VIGIL-MECHANISM-&-WHISTLE-BLOWER-
POLICY.pdf.

SECRETARIAL STANDARDS

The Directors have devised proper systems and processes for
complying with the requirements of applicable Secretarial
Standards issued by the Institute of Company Secretaries of
India and that such systems were adequate and operating
effectively.

DISCLOSURES AS PER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013

Your Company has a policy on prevention of sexual harassment
to ensure harassment-free workspace for the employees.
Sexual harassment cases are dealt as per the prevention of
sexual harassment policy. An Internal Committee (IC) has
been set up by the Company to redress complaints received
regarding sexual harassment.

The following is a summary of sexual harassment complaints
received and disposed of during financial year 2024-25:

FRAUDS REPORTED BY AUDITORS

During the year under review, the Statutory Auditors and
Secretarial Auditors have not reported any instances of frauds
committed in the Company by its officers or employees, to the
Audit Committee under Section 143(12) of the Act, details of
which are required to be mentioned in this Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT

In compliance with Regulation 34 of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015,
the Business Responsibility and Sustainability Report (BRSR)
forms part of this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Act,
Ms. Isha Luthra (DIN: 07283137) Executive Director of the
Company, is liable to retire by rotation at the ensuing Annual
General Meeting and being eligible, offers himself for re¬
appointment.

During the year, based on the recommendation of the
Nomination and Remuneration Committee ('NRC'), the Board
approved the re-appointment of Mr. Braj Kishore Prasad
(DIN: 01603310) as the Independent Director for a period of
five (5) years, with effect from August 16, 2024 to August
15, 2029 (both days inclusive). Additionally, Ms. Isha Luthra
(DIN: 07283137) was re-appointed as Whole-Time Director
for a term of five (5) years, with effect from with effect
from November 11, 2024 to November 10, 2029 (both
days inclusive). These appointments were approved by the
Shareholders of the Company on September 30, 2024,
through a special resolution.

All the Independent Directors have given declarations that
they continue to meet the criteria of independence as laid

down under Section 149(6) of the Act and Regulation 16(1)
(b) of the SEBI Listing Obligations & Disclosure Requirements)
Regulations, 2015 and that they are not debarred from
holding the office of director by virtue of any SEBI order or
any other such authority. In terms of Regulation 25(8) of the
SEBI Listing Regulations, they have confirmed that they are not
aware of any circumstance or situation, which exists or may
be reasonably anticipated, that could impair or impact their
ability to discharge their duties with an objective independent
judgment and without any external influence. The Board of
Directors of the Company has taken on record the declaration
and confirmation submitted by the Independent Directors.

None of the Directors are related to each other within the
meaning of the term “Relative” as per Section 2(77) of the Act.

Based on the recommendation of the Nomination and
Remuneration Committee ('NRC') and subject to Shareholder's
approval, the Board approved the appointment of Mr. Surendra
Sai Nallamalli (DIN: 08837064 as the Whole-Time Director of
the Company for a period of five (5) years, with effect from
July 2, 2025. Additionally, Mr. Pramod Narayan Karlekar
(DIN: 01776461) was appointed as a Non-Executive Non¬
Independent Director with effect from July 2, 2025.

Mr. Vimal Kumar was re-appointed as Managing Director with
effect from 14^th August, 2025, and his appointment shall be
subject to approval of members in the ensuing Annual General
Meeting.

Mr. Balavenkatarama Prasad Suryadevara (DIN: 02699949)
and Shuvendu Kumar Satpathy (DIN- 07552741) ceased to
be Director w.e.f. July 2, 2025.

The Board placed on record its deepest appreciation and
gratitude to Mr. Balavenkatarama Prasad Suryadevara and
Mr. Shuvendu Kumar Satpathy for their valuable contribution
during the tenure in the Company.

Pursuant to the provisions of Sections 2(51) and Section 203
of the Companies Act, 2013, the Key Managerial Personnel
of the Company as on March 31, 2025 were Mr. Vimal
Kumar, Managing Director, Mr. Vikas Sohanlal Jain, Chief
Financial Officer and Mrs. Astha Wahi, Company Secretary &
Compliance Officer.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134 (5) of the Act,
the Directors to the best of their knowledge and ability hereby
confirm:

i. That in the preparation of the Annual Accounts for the
year ended March 31, 2025, the applicable accounting
standards have been followed and there are no material
departures;

ii. that the accounting policies selected and applied are
consistent and the judgments and estimates made are
reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end
of financial year and of the loss of the Company for that
period;

iii. that proper and sufficient care has been taken 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;

iv. that the Annual Accounts for the year ended March 31,
2025 have been prepared on a going concern basis

v. that the internal financial controls laid down by the Board
and being followed by the Company are adequate and
were operating effectively.; and

vi. that the proper systems, devised by Directors to ensure
compliance with the provisions of all applicable laws,
were adequate and operating effectively.

DECLARATION ON FUNDS RAISED THROUGH
PREFERENTIAL ALLOTMENT AND UTILISATION
OF SUCH FUNDS DURING THE YEAR UNDER
REVIEW

The Board and members at their meeting held on September 4,
2024 and September 30, 2024 respectively have considered
and approved the issue and allotment of 31,25,000,
convertible warrants at a price of ? 640/- each. The object
of the issue was to utilize the proceeds to meet the funding
requirements for the growth in business of the Company,
working capital requirements, repayment of debt and/or for
general corporate purpose.

Upon receipt of in principle approval from stock exchanges,
the Board at its meeting held on 27^th December, 2024 allotted
23,43,750 warrants instead of 31,25,000 warrants on
preferential basis convertible into one fully paid equity share
of face value of ? 10/- each at a premium of ? 630/- per
equity share for each warrant, in one or more tranches, within
a period of 18 months from the date of allotment of the
warrants, in accordance with the SEBI (ICDR) Regulations.

Note: Out of 31,25,000 convertible warrants the Board have approved
issuance of 23,43,750 convertible warrants as due to technical issue the initial
amount of 25% for 7,81,250 convertible warrants were not credited in the

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During FY 2024-25 no warrants were converted into Equity
Shares as the balance 75% have not been received from the
respective allottees. The upfront 25% of proceeds realized has
been fully utilized by the company.

OTHER DISCLOSURES

Your directors state that there being no transactions with
respect to following items during the year under review, no
disclosure or reporting is required in respect of the same:

i. No significant material orders have been passed by the
Regulators or Courts or Tribunals which would impact
the going concern status of the Company and its future
operations;

ii. No applications were made or any proceedings were
pending against the Company under the Insolvency and
Bankruptcy Code, 2016 and there is no instance of one¬
time settlement with any Bank or Financial Institution;

iii. No shares with differential voting rights and sweat equity
shares have been issued;

iv. Neither the Managing Director nor the Whole-time
Director of your Company receive any remuneration or
commission from any of its subsidiaries.

v. Buy-back of shares.

ACKNOWLEDGEMENTS

Your directors' wish to place on record their deep sense of
appreciation for the devoted contribution made by the
employees at all levels.

Your directors would also like to place on record their
appreciation for the continued co-operation and support
received by the Company during the year from bankers,
financial institutions, government authorities, farming
community, business partners, shareholders, customers and
other stakeholders. The Directors look forward to continuance
of the supportive relations and assistance in the future.

For and on behalf of the Board

Vimal Kumar Isha Luthra

Managing Director Whole-Time Director

DIN: 01260082 DIN: 07283137

Place: New Delhi
Date: September 3, 2025