Directors Report of Nagarjuna Agri Tech Ltd.

Mar 31, 2025

Your directors have pleasure in presenting to you the 37^th Annual Report of the Company together with the
Audited Financial Statements for the year ended on March 31^st, 2025.

1. FINANCIAL HIGHLIGHTS:

Your Companyâs performance for the year ended on March 31^st, 2025, is summarized as under:

Particulars	For the year ended on 31st	For the year ended on
	March 2025	31st March 2024
Revenue from Operations	61,008	2,46,50,955
Other Income	39,06,262	27,41,075
Total Revenue	39,67,270	2,73,92,030
Total Expenses	48,07,545	3,18,30,005
Profit/(Loss) before Exceptional Items	(8,40,275)	(44,37,975)
Exceptional Items	62,67,169	4,61,72,583
Profit/ (Loss) before Tax	54,26,894	4,17,34,607
Less: Current Tax	8,00,000	59,00,000
Less: Tax for earlier years	-	-
Add / Less : Deferred Tax	-	-
Profit/ (Loss) after Tax	46,26,894	3,58,34,607
Transfer to Statutory Reserve Fund	-	â¢
Balance carried forward	7,98,968	3,78,04,937
Basic EPS (in )	0.49	3.82

2. BUSINESS OUTLOOK & STATE OF COMPANY AFFAIRS:

During the year under review. The Company has made a net profit of Rs. 7,98,968 in comparison to net profit of

Rs. 3,78,04,937 in the immediate preceding financial year. Your Company has made a revenue of Rs. 61,008 in

comparison to a revenue of Rs. 2,46,50,955 in the immediate preceding financial year.

3. OPERATIONAL RESULTS/FINANCIAL PERFORMANCE OF THE COMPANY

The Highlights of Companyâs performance for the year ended on March 31, 2025:

a. During the year under review, Revenue from operations decreased to Rs. 61,008 against Rs. 2,46,50,955 of
the previous financial year.

b. Total Expenses has decreased from Rs. 3,18,30,005 in the Financial Year 2023-24 to Rs. 48,07,545 in the
Current Financial Year.

c. Profit before Tax has significantly decreased from Rs. 4,17,34,607 in previous Financial Year to Rs. 54,26,894
in the Current Financial Year.

d. Net Profit of the year under review has decreased from Rs. 3,78,04,937 as compared to Rs. 7,98,968 during
last year.

e. Earnings Per Share (EPS) for the Financial Year 2023-24 is 3.82 as compared to 0.49 of previous financial
year.

The Board assured that management of the Company will leave no efforts untouched to increase the profitability

of the Company.

4. DIVIDEND

With a view to use the internal accruals for growth of the Company and to strengthen the financial position of
the company, your directors do not recommend any dividend for the year under Report.

5. TRANSFER TO RESERVES:

Pursuant to provision of section 134(3) (j) of the Companies Act, 2013, no amount is transferred to general
reserves account of the Company during the year under review.

6. TRANSFER TO UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provision of section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and
paid for the financial year ended March 31, 2025.

7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE
AND THE DATE OF THIS REPORT:

There are no material changes and commitments affecting the financial position of the Company which have
occurred between the date of the Balance Sheet and the date of this Report except the following:-

a. Shifting of Registered Office: The Board in its meeting held on June 03, 2025 has approved the shifting the
Registered Office of the Company from 56, Nagarjuna Hills. Panjagutta, Hyderabad - 500082 to Office No.
15-113, at WeWork Raheja Mindspace, 13th Floor, Building No. 9, TSIIC, Software Units Layout, Madhapur,
Telengana - 500081 within the local limit of the City and the Board also has set up a Corporate Office of the
Company at Unit No. 9/1, 9% Floor, Merlin Acropolis, 1858/1, Rajdanga Main Road, Kolkata-700107 to
facilitate and expansion of the Business and to maintain the books of accounts and other relevant documents
there.

b. Increase in Authorised Share Capital & Adoption of MOA as per Companies Act, 2013: The Company has
increased the Authorised Equity Share Capital of the company from 10,00,00,000/- (Rupees Ten Crores
Only) divided into 1,00,00,000 (One Crore) equity shares of 10/- (Rupee Ten Only) each to ^
30,00,00,000/- (Rupees Thirty Crores Only) divided into 3,00,00,000 (Three Crore) equity shares of 10/-
(Rupee Ten Only) each and the company.

c. Adoption of new set of Memorandum of Association of the Company with amended of whole object clause
and capital clause: The Board considered, approved and adopted new sets of Memorandum of Association of
the Company in their Board Meeting held on June 27, 2025, subject to the approval of Shareholders, and the
same has been approved by the shareholders of the Company in their meeting for their approval dated July
28, 2025.

8. WEBSITE

In pursuance of Regulation 46 of SEBI (LODR) Regulations, 2015, your company is maintaining a functional
website. All the requisite details, policies and other information are placed on the website of the Company. The
website of the company is www.nagarjunaagritech.com

9. DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the
Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014 as amended from time to time,
during the year under review.

10. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the Business of the Company during the financial year ended March 31, 2025.

11. SHARE CAPITAL:

The Companyâs Equity Share Capital stands as on March 31, 2025 is as below:

Types of
Shares

Authorised Share Capital

Issued, Subscribed & Paid up Share Capital

No. of Shares

Face

Value

(Rs.)

Amt (Rs.)

No. of Shares

Face

Value

(Rs.)

Amt (Rs.)

Equity

1,00,00,000

10,00,00,000

93,69,100

9,36,91,000

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

Sweat Equity: The Company has not issues any sweat equity shares during the year under review.

Bonus Shares: The Company has not issued bonus shares during the year under review.

Employee Stock Option Plan: The Company has not issued Employee Stock Option Plan during the year under
review.

12. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES:

The Company does not have any subsidiary company, joint ventures or associate companies during the year
under review.

13. COMPOSITION OF DIRECTORS a KEY MANAGERIAL PERSONNEL:

The composition of Board of Directors and Key Managerial Personnel (KMP) of the Company as on March 31, 2025
were as follows:

Sr.No	Name of Director/KMP	Designation
1	Mrs. Rachna Suman Shaw	Managing Director
2	Ms. Chanchal Kedia	Director
3	Mr. Sumit Sengupta	Additional Director cum CFO
4	Mr. Altab Uddin Kazi	Additional Director
5	Ms. Kiran Pandey	Additional Director
6	Suman Gupta	Company Secretary & Compliance Officer

During the year under review The following changes occurred in the Composition of Board of Directors and
KMPs:-

Sr.No	Name of Director/KMP	Designation	Appointment/Resignation/Change in Designation
1	Ms. Chanchal Kedia	Additional Director	Appointment w.e.f 04.09.2024
2	Ms. Chanchal Kedia	Director	Change in Designation w.e.f 04.09.2024
3	Mr. Mahender Reddy Nalavola	Director	Re-appointment as Independent Director w.e.f. 13.02.2024.
4	Mr. Viswanadha Raju Namburi	Director	Resignation w.e.f. 16.01.2025
5	Mr. Mahender Reddy Nalavola	Director	Resignation w.e.f. 16.01.2025

6	Mr. Venkatalakshmi Narasimha Raju Kosuri	Managing Director	Resignation w.e.f. 16.01.2025
7	Mr. Soma Raju Kallepalli	Director	Retirement w.e.f. 16.01.2025
8	Mrs. Rama Devi Numburi	Director	Resignation w.e.f. 16.01.2025
9	Mr. Narasimha Raju Kosuri	CFO	Resignation w.e.f. 16.01.2025
10	Ms. Chandni Vardani	Company Secretary & Compliance Officer	Resignation w.e.f. 16.01.2025
11	Mrs. Rachna Suman Shaw	Additional Director	Appointment w.e.f 16.01.2025
12	Mrs. Rachna Suman Shaw	Managing Director	Appointment w.e.f 16.01.2025
14	Mr. Sumit Sengupta	Additional Director	Appointment w.e.f 16.01.2025
15	Mr. Altab Uddin Kazi	Additional Director	Appointment w.e.f 16.01.2025
16	Mr. Sumit Sengupta	CFO	Appointment w.e.f 28.01.2025
17	Ms. Kiran Pandey	Additional Director	Appointment w.e.f 28.01.2025
18	Ms. Sunita Goyal	Company Secretary Et Compliance Officer	Appointment w.e.f 28.01.2025
19	Ms. Sunita Goyal	Company Secretary & Compliance Officer	Resignation w.e.f 29.03.2025

The followings changes also took place after the Financial Year ended on 31^st March, 2025 but till date:-

â¢ Mr. Rajesh Shaw was appointed as the Additional Director of the Company w.e.f. 03.06.2025.

- Mrs. Kiran Pandey & Rachna Suman Shaw has resigned from their post due to personnel reasons w.e.f.

19.06.2025.

- Mr. Sumit Sengupta has resigned from the post of Chief Financial Officer w.e.f. 19.06.2025.

- Mr. Chandan Ghosh was appointed as the Additional Director of the Company w.e.f. 27.06.2025.

- Mr. Rahul Gupta was appointed as the CFO of the Company w.e.f. 27.06.2025

- Mrs. Deepika Bhutra was appointed as the Company Secretary & Compliance Officer of the Company
w.e.f. 27.06.2025

â¢ Mr. Altab Uddin Kazi, Mr. Chandan Ghosh were regularized as Director by the Shareholders w.e.f.

28.07.2025.

- Mr. Sumit Sengupta was appointed the Managing Director of the Company by the Board in their meeting
held on 27.06.2025 and further approval of shareholders was taken in their meeting held on 28.07.2025.

â¢ Mr. Rajesh Shaw was appointed the Whole Time Director of the Company by the Board in their meeting
held on 27.06.2025 and further approval of shareholders was taken in their meeting held on 28.07.2025.

â¢ Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such
of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves
for re-appointment at every AGM.

14. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has
received individual declarations from all the Independent Directors confirming that they fulfill the criteria of
Independence as specified in Section 149(6) of the Companies Act, 2013.

The Independent Director has complied with the Code of Conduct for Independent Directors as prescribed in
Schedule IV of the Act.

The Company has received declarations from all Independent Directors of the Company confirming that they
continue to meet the criteria of Independence as prescribed under Section 149 of the Companies Act 2013.

15. DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013 IN RESPECT OF NON â¢
DISQUALIFICATION OF DIRECTORS:

The Company has received the disclosures in Form DIR-8 from its Directors being appointed or reappointed and
has noted that none of the Directors are disqualified under section 164(2) of the Companies Act, 2013 read with
Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

16. BOARD MEETINGS

The Board meets at regular intervals to discuss and take a view on the Companyâs policies and strategy apart
from other Board matters. The notice for Board Meetings is given well in advance to all the Directors.

During the year under review, the Board of Directors met Seven (7)times and the dates of the Board Meetings
are:

Sr. No	Date of Board Meeting
1	30.05.2024
2	13.08.2024
3	04.09.2024
4	13.11.2024
5	16.01.2025
6.	28.01.2025
7.	06.03.2025

17. COMMITTEE MEETINGS

The following committees have been formed in compliance with the corporate governance norms:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholderâs Relationship Committee; and

In addition to these committees, our Board of Directors may, from time to time, constitute committees for
various other functions.

1. Audit Committee:

The Audit Committee pursuant to the provisions of Section 177 of the Companies Act, 2013 at the Board level
acts as a link between the Auditors, the Management and the Board of Directors and overseas the financial
reporting process. The Audit Committee interacts with the Internal Auditors, Statutory Auditors, Secretarial
Auditors and reviews and recommends their appointment and remuneration, terms of appointment. The Audit
Committee is provided with all necessary assistance and information for enabling them to carry out its function
effectively.

The Composition of the Audit Committee as per Section 177 of the Companies Act, 2013 as on 31^st March, 2025 is
as follows:-

S. No.	Name	Category	Designation
1.	Ms. Chanchal Kedia	Independent Director	Chairperson
2.	Mr. Altab Uddin Kazi	Independent Director	Member
3.	Mrs. Kiran Pandey	Independent Director	Member

Meeting

The Audit Committee met 6 (six) times during the period under review i.e. on 30.05.2024, 13.08.2024,
04.09.2024, 13.11.2024, 16.01.2025 and 28.01.2025

All the recommendations of the Audit Committee have been accepted by the Board of Directors.

2. Nomination and Remuneration Committee: The Nomination and Remuneration Committee (âNRCâ)
functions in accordance with Section 178 of the Act, Regulation 19 of the Listing Regulations and its Charter
adopted by the Board.

The Composition of the Nomination and Remuneration Committee as per Section 178 of the Companies Act, 2013
is as follows: -

S. No.	Name	Category	Designation
1.	Ms. Chanchal Kedia	Independent Director	Chairperson
2.	Mr. Altab Uddin Kazi	Independent Director	Member
3.	Mrs. Kiran Pandey	Independent Director	Member

Meeting

The Nomination & Remuneration Committee met 3 (three) times during the period under review i.e. on
04.09.2024, 16.01.2025 and 28.01.2025.

3. Stakeholdersâ Relationship Committee: Terms of reference of the committee comprise of various
matters provided under Regulation 20 of the Listing Regulations and section 178 of the Act, 2013

The Composition of the Stakeholdersâ Relationship Committee as per Section 178 of the Companies Act, 2013 is
as follows: -

S. No.	Name	Category	Designation
1.	Ms. Chanchal Kedia	Independent Director	Chairperson
2.	Mr. Altab Uddin Kazi	Independent Director	Member
3.	Mrs. Kiran Pandey	Independent Director	Member

Meeting

The Stakeholdersâ Relationship Committee met 1 (one) time during the period under review i.e. on 06.03.2025.
No investor grievance complaints received during the financial year 2024-25.

18. NOMINATION AND REMUNERATION POLICY:

In terms of SEBI Listing Regulations and Act, the Company has in place Nomination & Remuneration Policy. The
said policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall
formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of
Directors of the Company and persons in the Senior Management of the Company, their remuneration including
determination of qualifications, positive attributes, independence of directors and other matters as provided
under sub-section (3) of Section 178 of the Act (including any statutory modification(s) or re- enactment(s)
thereof for the time being in force). The Policy also lays down broad guidelines for evaluation of performance of
Board as a whole, Committees of the Board, Individual Directors including the Chairperson and the Independent
Directors. The aforesaid Nomination and Remuneration Policy has been uploaded on the website of your
Company i.e. www.nagariunaagritech.com

19. CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility
Policy) Rules, 2014, every company with net worth of Rs. 500 Crores or more OR an annual turnover of Rs. 1000
Crores or more OR with a net profit of Rs. 5 Crores or more, during previous year is required to constitute a CSR
Committee. Your Company does not fall in any of the above criteria during the year 2024-25.

Therefore, it is not required mandatorily to carry out any CSR activities or constitute any Committees under
provisions of Section 135 of the Act.

20. ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out Annual Performance Evaluation
of its own performance, the Directors individually as well as the evaluation of the working of its all Committees.

The Boardâs functioning was evaluated on various aspects, including inter-alia the Structure of the Board,
Meetings of the Board, Functions of the Board, Degree of the fulfillment of key responsibilities, Establishment
and delineation of responsibilities to various Committees, Effectiveness of Board processes, information and
functioning.

The Directors were evaluated on aspects such as attendance, contribution at Board/Committee Meetings and
guidance/support to the Management outside Board/Committee Meetings. The performance assessment of NonÂ¬
Independent Directors, the Board as a whole and the Chairman were evaluated in a separate Meeting of
Independent Directors. The same was also discussed in the NRC and the Board. Performance evaluation of
Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

21. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

Pursuant to Section 177(9) & (10) of the Companies Act, 2013, our Company has established a vigil mechanism,
through a Whistle Blower Policy, where Directors and employees can voice their genuine concerns or grievances
about any unethical or unacceptable business practice. A whistle-blowing mechanism not only helps the
Company in detection of fraud, but is also used as a corporate governance tool leading to prevention and
deterrence of misconduct.

It provides direct excess to the employees of the Company to approach the Compliance Officer or the Chairman
of the Audit Committee, where necessary. The Company ensures that genuine Whistle Blowers are accorded
complete protection from any kind of unfair treatment or victimization.

No adverse reporting has been made by the Auditors or any other person against the Company.

The Whistle Blower Policy is disclosed on the website of the Company at www.nagarjunaagritech.com

22. RISK MANAGEMENT:

Risk mitigation continues to be a key area of concern for the Company, which has regularly invested in insuring
itself against unforeseen risks. The Companyâs stocks and insurable assets like furniture Et fixtures, vehicles etc
have been adequately insured against major risks.

The Board of directors of the Company has also formulated Risk Management Policy in place in accordance with
the Act. The aim of risk management policy is to maximize opportunities in all activities and to minimize
adversity. The policy includes identifying types of risks and its assessment, risk handling, monitoring and
reporting, which in the opinion of the Board may threaten the existence of the Company.

In the opinion of the Board, following are risks involved in the industry:

a. High Interest rate.

b. Fluctuation in prices of building materials.

c. Competitive Risk due to entry of many players in local market.

d. Operational Risk of market saturation.

e. Stringent regulatory framework.

f. Slow Disbursement of approvals.

23. PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has not given any loan to any person or other body corporate or given any guarantee or provided
security in connection with a loan to any other body corporate or person or acquired by way of subscription,
purchase or otherwise, the securities of any other body corporate during the financial year under review.

24. MATERIAL ORDERS OF JUDICIAL BODIES/ REGULATORS

No order, whether significant and/or material has been passed by any regulators, courts, tribunals impacting the
going concern status and Companyâs operations in future

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE
ACT

All related party transactions that were entered into during the Period under review, were on Armâs length basis
and in the ordinary course of business. No materially significant related party transactions which required the
approval of members were entered into by the Company during the Period under review.

Further, all related party transactions entered into by the Company are placed before the Audit Committee for
their approval.

26. STATUTORY AUDITORS

M/s. S M V & Co, Chartered Accountants, were appointed as the Statutory Auditors of the Company in the Annual
General Meeting held on 28.09.2024 for a period of five years from the conclusion of 36^th Annual General
meeting till the conclusion of 41^st Annual General Meeting to be held in the year 2029.

Further, M/s S M V & Co., has resignation from the office of Statutory Auditors w.e.f 05.05.2025 and to fill the
casual vacancy the Board has appointed M/s Agarwal Khetan & Co. Chartered Accountants as Statutory Auditors
of the Company in their Board Meeting held on 03.06.2025 till the conclusion of the ensuing Annual General
Meeting.

The Board also proposes the appointment of M/s Agarwal Khetan & Co. Chartered Accountants as Statutory
Auditors of the Company to be appointed for a period of five years in the ensuing Annual General Meeting to be
held in the year 2025.

AUDITOR''S REPORT

The Auditorsâ report along with Notes on Accounts is self-explanatory and therefore, does not call for any
further comment under section 134(3) of the Companies Act, 2013.

There are no qualifications, reservations or adverse remarks made by Statutory Auditors in the Auditor s report.

27. INTERNAL AUDITORS

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179
read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014, during the year under
review the Internal Audit of the functions and activities of the Company was undertaken by the Internal Auditor
of the Company on quarterly basis. Mr. Shaik Muneeb was appointed as the Internal Auditor of the Company.
During the year under review Mr. Shaik Muneeb resigned from the office of Internal Auditors w.e.f. 16.01.2025.

Further, to fill the casual vacancy the Board of Directors has appointed Mr. O P Banka as the Internal Auditor of
the Company for the Financial Year 2024-25.

Deviations are reviewed periodically and due compliance ensured. Summary of Significant Audit Observations
along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if
any, are reported to Board. There were no adverse remarks or qualification on accounts of the Company from
the Internal Auditor.

28. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed CS Mohit Vanawat Proprietor of
M/s Mohit Vanawat & Associates, Practicing Company Secretary, to conduct the Secretarial Audit of the
Company for the financial year 2024-25.The Report contains details of delays in compliance of SEBI (LODR) 2015,
and penalties imposed by BSE Ltd during the year. The same are factual details and do not require any
comments from the Directors.

The Secretarial Audit Report issued by the Secretarial Auditor for the financial year 2024-25 in Form MR-3 as
Annexure-I forms a part of this Report.

29. ANNUAL RETURN

The extracts of the Annual Return pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read
with Rule 12 of the Companies (Management and Administration) Rules, 2014 in Draft of Annual Return Form No.
MGT-7 will be available on the website of the Company www.nagariunaagritech.com, and the web link for the
same is https: / /nagarjunaagritech.com/ /investors.php.

30. MAINTENANCE OF COST RECORDS

During the year under review, section 148(1) of the Companies Act, 2013 and the companies (Cost Records and
Audit) Rules, 2014 is not applicable to the Company. Hence the Company has not maintained any cost records
and has appointed any Cost Auditors.

31. MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

A detailed report on Management Discussion and Analysis Report (MDAR) is included in this Report as Annexure -
II.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and
outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules 2014 are as follows:

CONSERVATION OF ENERGY:

1.	The steps taken or impact on conservation of energy.	Your Company requires minimal
2.	The steps taken by the Company for utilizing alternate sources of energy.	energy consumption and every endeavor is made to ensure
3.	The capital investment on energy conservation equipments.	optimal use of energy, avoid wastages and conserve energy as far as possible.

TECHNOLOGY ABSORPTION: NIL
FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars of foreign currency earnings and outgo during the financial year are NIL.

33. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE
COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not
applicable to the Company during the year under review 2024-25.

34. HUMAN RESOURCES

The relations with the employees and associates continued to remain cordial throughout the year. The Directors
of your Company wish to place on record their appreciation for the excellent team spirit and dedication
displayed by the employees of the Company.

35. ENVIRONMENT, HEALTH AND SAFETY:

The Company is committed to provide a safe and healthy work environment for the well-being of all our
Stakeholders. The operations of the Company are conducted in such a manner that it ensures safety of all
concerned and a pleasant working environment. The Company strives to maintain and use efficiently limited
natural resources as well as focus on maintaining the health and well-being of every person.

36. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &REDRESSAL) ACT, 2013:

The Company is committed to provide a safe and conducive work environment to its employees. The Company
always endeavours to create and provide an environment that is free from discrimination and harassment
including sexual harassment. The Company has set up a proper mechanism to look into the complaints under The
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. It has formed an
Internal Complaints Committee. No complaints were received during the year under consideration.

In terms of section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal)
Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 (as amended vide MCA notification dated
30/05/2025 and other) a summary thereof is as under:

Particulars	No of complaints
Number of complaints/cases pending at the beginning of the year.	Nil
Number of complaints/cases of sexual harassment received/filed during the year	Nil
Number of complaints/cases disposed off during the year.	N.A.
Number of complaints pending for more than ninety days	N.A.
Number of cases pending at end of the year.	N.A.

37. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company is well equipped with internal financial controls. The Company has continuous monitoring
mechanism which enables the organization to maintain the same standards of the control systems and help them
in managing defaults, if any, on timely basis because of strong reporting mechanisms followed by the Company.

38. INSOLVENCY AND BANKRUPTCY CODE 2016:

No application or proceeding was initiated in respect of the Company in terms of Insolvency and Bankruptcy
Code 2016.

39. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE
TO THE CENTRAL GOVERNMENT

The Statutory Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit
Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made
thereunder during the current Financial Year.

40. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 (âthe Actâ), with respect to Directors Responsibility
Statement it is hereby confirmed:

a) In the preparation of the annual accounts for the Financial Year ended 31^st March 2025, the applicable
accounting standards had been followed along with proper explanation relating to 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 31^st March 2025 and of the loss of the Company for that period;

c) The 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 devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively;

f) 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.

41. DISCLOSURE UNDER ONE TIME SETTLEMENT

During the year under review the, Company has not made any one time settlement with any of its Banks or
Financial Institutions.

42. LISTING:

The shares of your Company are listed at Bombay Stock Exchange (BSE Ltd.). The Company has duly complied
with all the requirements of concerned Stock Exchange in accordance with applicable provisions of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

43. ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation of the co-operation and assistance received from
Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.

Your directors also wish to place on record their deep sense of appreciation for the commitment displayed by all
executives, officers, and staff, resulting in successful performance of the Company during the year. Your
directors look forward to the continued support of all stakeholders in the future.

On behalf of the Board of Directors of
Nagarjuna Agri-tech Limited

SUMIT SENGUPTA RAJESH SHAW

Dated: 01.09.2025 Managing Director Whole Time Director

Place: Kolkata DIN: 09184493 DIN: 09647878

Mar 31, 2024

The Board of Directors hereby submits the report of the business and operations of your Company (âthe Company'') along with the audited "Financial statement for the "Fiscal Year ended March 31,2024.

1. Financial summary/highlights:

The performance during the period ended 31st March, 2024 has been as under:

(Amount In Rs.)

Particulars	2023-24	2022-23
Turnover/Income (Gross)	2,46,50,955	2,64,49,954
Other Income	27,41,075	--
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	(35,45,968)	(4,01,601)
Less: Depreciation/ Amortization/ Impairment	8,92,007	12,86,638
Profit /loss before Finance Costs, Exceptional items and Tax Expense	(44,37,975)	(16,88,239)
Less: Finance Costs	--	--
Profit /loss before Exceptional items and Tax Expense	(44,37,975)	(16,88,239)
Add/(less): Exceptional items	4,61,72,582	--
Profit /loss before Tax Expense	4,17,34,607	--
Less: Tax Expense (Current & Deferred)	59,00,000	--
Profit /loss for the year (1)	3,58,34,607	--
Total Comprehensive Income/loss (2)	19,70,330--	--
Total (1 2)	--	--
Balance of profit /loss for earlier years	--	--
Less: Transfer to Debenture Redemption Reserve	--	--
Less: Transfer to Reserves	--	--
Less: Dividend paid on Equity Shares	--	--
Less: Dividend paid on Preference Shares	--	--
Less: Dividend Distribution Tax	--	--
Balance carried forward	3,78,04,937	(16,88,239)

2. Overview & State of The Companyâs Affairs:

During the year under review, the Company has recorded an income of Rs. 2,73,92,030/- and profit of Rs. 3,78,04,937/- as against the income of Rs. 2,64,49,954 and Loss of Rs.16,88,239/- in the previous financial year ending 31.03.2023. The Company is looking forward for good profit margins in near future.

3. Dividend:

Keeping the Company''s growth plans in mind, your directors have decided not to recommend dividend for the year.

4. Transfer to reserves:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company has not proposed to transfer any amount to general reserves account of the company during the year under review.

5. Material changes & commitment affecting the financial position of the company:

There have been no material changes and commitments affecting the financial position of the Company which have occurred during the end of the Financial Year of the Company to which the financial statements relate and the date of the report.

6. Significant & material orders passed by the regulators or courts or tribunals:

No significant or material orders have been passed against the Company by the Regulators, Courts or Tribunals, which impacts the going concern status and company''s operations in future.

7. Transfer of un-claimed dividend to Investor Education and Protection:

There is no such amount of Un-paid or Unclaimed Dividend be transferred to Investor and Education and Protection Fund for the financial year ended 31st March 2024.

8. Details of utilization of funds:

During the year under review, the Bank has not raised any funds through Preferential Allotment or Qualified Institutions Placement as specified under Regulation 32(7A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

9. Details of Nodal Officer:

The Company has designated Dr. K V L N Raju as a Nodal Officer for the purpose of IEPF.

10. Revision of financial statements:

There was no revision of the financial statements for the year under review.

11. Change in the nature of business, if any:

During the period under review and the date of Board''s Report there was no change in the nature of Business.

12. Deposits from public:

The Company has not accepted any public deposits during the Financial Year ended March 31, 2024 and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

13. Criteria for determining qualifications, positive attributes and independence of a director:

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

Positive Attributes - Apart from the duties of Directors as prescribed in the Act the Directors are expected to demonstrate high standards of ethical behaviour, communication skills and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

Independence - A Director will be considered independent if he / she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1) (b) of the Listing Regulations.

14. Training of Independent Directors:

Your Company''s Independent Directors are highly qualified and have

been associated with corporate and business organizations. They understand Company''s business and activities very well, however, pursuant to Regulation 4 of the Listing Regulations, the Board has shown all the Independent Directors Company''s business and Floriculture activities and were also introduced to Company''s staff.

15. Independent directorâs familiarization programmes:

The familiarization program aims to provide the Independent Directors with the scenario within the Floriculture Activities, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant development so as to enable them to take well-informed decisions in timely manner. The familiarization programme also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The policy on Company''s familiarization programme for Independent Directors is hosted on your Company''s website and its web link is www.nagarjunaagritech.com

16. Mechanism for Evaluation of the Board:

Pursuant to provisions of Regulation 17(10) of the SEBI Listing Regulations and the provisions of the Companies Act, 2013, The Board of Directors of the Company on recommendation of Nomination and Remuneration Committee, adopted Board Evaluation Policy to comply with the various provisions of the Act, the Listing Regulations and the SEBI circular dated January 5, 2017 which provides further clarity on the process of Board Evaluation (âSEBI Guidance Noteâ) and SEBI circular dated February 5, 2019.

i. Evaluation of IDs, in their absence, by the entire Board was undertaken, based on their performance and fulfilment of the independence criteria prescribed under the Act and SEBI Listing Regulations; and

ii. Evaluation of the Board of Directors, its Committees and individual Directors, including the role of the Board Chairman.

An IDs'' meeting, in accordance with the provisions of Section 149(8) read with Schedule IV of the Act and Regulation 25(3) and 25(4) of the SEBI Listing Regulations, was convened on February 13, 2024, mainly to review the performance of Independent Directors and the Chairman & Managing Director as also the Board as a whole. All IDs were present at the said meeting.

The above evaluation was done keeping in view the following factors:

(i) Board: Composition, responsibilities, stakeholder value and responsibility, Board development, diversity, governance, leadership, directions, strategic input, etc.

(ii) Executive Directors: Skill, knowledge, performance, compliances, ethical standards, risk mitigation, sustainability, strategy formulation and execution, financial planning & performance, managing human relations, appropriate succession plan, external relations including CSR, community involvement and image building, etc.

(iii) Independent Directors: Participation, managing relationship, ethics and integrity, Objectivity, brining independent judgment, time devotion, protecting interest of minority shareholders, domain knowledge contribution, etc.

(iv) Chairman: Managing relationships, commitment, leadership effectiveness, promotion of training and development of directors etc.

(v) Committees: Terms of reference, participation of members, responsibility delegated, functions and duties, objectives alignment with company strategy, composition of committee, committee meetings and procedures, management relations.

Performance evaluation was done on the scale of 1 to 5, 1 being very poor

and 5 being outstanding. The outcome of performance evaluation is given

below:

Categories	Rating (out of 5)
Board as a whole	4.76
Individual Directors
Dr. K.V.L.N Raju	4.59
Mr. N.Mahender Reddy	4.63
Mr. Soma Raju Kallepalli	4.73
Mr.Viswanadha Raju Namburi	4.28
Mrs. Rama Devi Numburi	4.63
Audit Committee	4.52
Stakeholder Relationship Committee	4.45
Nomination & Remuneration Committee	4.37

Disclosures as prescribed under SEBI circular dated May 10, 2018 are given below:

Observations of Board evaluation carried out for the year
Previous year''s observations and actions taken	Since no observations were received, no actions were taken.
Proposed actions based on current year observations	Since no observations were received, no actions were taken.

17. Composition of Board of Directors:

The composition of the Board of Directors of the company is an appropriate combination of executive and non-executive Directors with right element of independence. As on March 31, 2024, the Company''s Board comprised of five Directors, One promoter Director. In addition, there are two independent Directors and two non -executive directors on the Board including one woman Director. In terms of Regulation 17(1) (b) of SEBI (LODR) Regulations, 2015 and section 149 of Companies Act 2013, the company is required to have one half of total Directors as independent Directors. The non-executive Directors are appointed or reappointed based on the recommendation of the Nomination & Remuneration Committee which considers their overall experience, expertise and industry knowledge. One third of the non-executive Directors other than independent Directors, are liable to retire by rotation every year and are eligible for reappointment, subject to approval by the shareholders.

18. Number of Board Meetings:

During the year, Four (4) meetings of the Board of Directors of the Company were convened and held in accordance with the provisions of the Act. The date(s) of the Board Meetings for the period under review are 30.05.2023, , 14.08.2023, 26.10.2023 and 13.02.2024.

A separate meeting of Independent Directors, pursuant to Section 149(7) read with Schedule VI of the Companies Act, 2013 and Regulation 25 of the Listing Regulations was held on 13.02.2024.

Name	No of Meetings held	No of Meetings attended
Mr. K.V.L.N Raju	4	4
Mrs. Rama Devi Numburi	4	4
Mr. K. Soma Raju	4	4
Mr. N Viswanatha Raju	4	4
Mr. K Ravindra	3	3

20. Audit Committee Recommendations:

During the year, all recommendations of Audit Committee were approved by the Board of Directors.

21. Committees of the Board:

In compliance with the provisions of Sections 177, 178 of the Act, the Board constituted, Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship committee and Risk Management Committee. The details of composition of the Committees, their meeting and attendance of the members are:

22. Audit Committee: Terms of reference of Audit committee covers all the matters prescribed under Regulation 18 of the Listing Regulations and Section 177 of the Act, 2013.

A. Brief Description of Terms of Reference: - Overview of the Company''s financial reporting process and disclosure of its financial information to ensure that the financial statements reflect a true and fair position and that sufficient and credible information is disclosed.

i. Oversight of the Company''s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

ii. Recommending the appointment and removal of External Auditors, fixation of audit fee and approval for payment for any other services;

iii. Review and monitor the auditor''s independence and performance, and effectiveness of audit process.

iv. Approval of payment to statutory auditors for any other services rendered by them.

v. Review with the management and statutory auditors of the annual financial statements before submission to the Board with particular reference to:

(a) Matters required to be included in the Directors'' Responsibility Statement to be included in the Board''s Report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

(b) Changes, if any, in accounting policies and practices and reasons for the same;

(d) Significant adjustments made in the financial statements arising out of audit findings;

(e) Compliance with listing and other legal requirements relating to financial statements

(f) Disclosure of any related party transactions;

(g) Modified opinion(s) in the draft audit report;

vi. Review of the quarterly and half yearly financial results with the management and the statutory auditors;

vii. Examination of the financial statement and the auditors'' report thereon;

viii. Review and monitor statutory auditor''s independence and performance and effectiveness of audit process;

ix. Approval or any subsequent modification of transactions with related parties;

x. Scrutiny of inter-corporate loans and investments;

xi. Review of valuation of undertakings or assets of the company wherever it is necessary;

xii. Evaluation of internal financial controls and risk management systems;

xiii. Review with the management, statutory auditors and the internal auditors about the nature and scope of audits and of the adequacy of internal control systems;

xiv. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit;

xv. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

xvi. Consideration of the reports of the internal auditors and discussion about their findings with the management and suggesting corrective actions wherever necessary;

xvii. Look into the reasons for any substantial defaults in payment to the depositors, debenture-holders, shareholders (in case of non-payment of declared dividend) and creditors, if any;

xviii. Review the functioning of the whistle blower mechanism;

xix. Review and monitor the end use of funds raised through public offers and related matters;

xx. Approval of appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate;

xxi. Frame and review policies in relation to implementation of the Code of Conduct for Prevention of Insider Trading and supervise its implementation under the overall supervision of the Board;

xxii. Discharge such duties and functions as indicated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Companies Act, 2013 and the rules made thereunder from time to time.

Review of the following information:

â¢ management discussion and analysis of financial condition and results of operations;

â¢ statement of significant related party transactions (as defined by the audit committee), submitted by management;

â¢ management letters / letters of internal control weaknesses issued by the statutory auditors;

â¢ internal audit reports relating to internal control weaknesses;

â¢ The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the Audit Committee.

â¢ Statement of deviations as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

â¢ Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to Stock Exchange(s) in terms of Regulation 32(1).

â¢ Annual statement of funds utilized for purposes other than those stated in the offer document /prospectus / notice in terms of Regulation 32(7).

â¢ The Audit Committee of the listed holding company shall also review the financial statements, in particular, the investments made by the unlisted subsidiary company.

â¢ Carrying out any other function as may be referred to the Committee by the Board.

â¢ Authority to review / investigate into any matter covered by Section 177 of the Companies Act, 2013 and matters specified in Part C of Schedule II of the Listing Regulations.

B. Internal Audit

The Company has adequate internal control and Internal Audit system commensurate with its size and nature of its business. The Internal Audit Plan is approved by the Audit Committee and the Internal Auditors directly present their report to the Audit Committee for their consideration.

C. Composition, Meetings & Attendance:

The Audit Committee of the Company is constituted in accordance with the provisions of Regulation 18 of the Listing Regulations and the provisions of Section 177 of the Act. All members of the Committee are financially literate, with Mr. K. Soma Raju, as Chairman of the Committee, having the relevant accounting and financial management expertise.

The composition of the Audit Committee and the details of the meetings attended by it members during the financial year ended 31st March 2024 are as under:

Name	Designation	Category	No. of meetings held	No. of meeting attended
Mr. K. Soma Raju	Chairman	NED(I)	4	4
Mr. N Viswanatha Raju	Member	NED	4	4
Mr. K Ravindra	Member	NED(I)	3	3

The Audit Committee met 4 times during the financial year 2023-24 and the gap between any two meetings did not exceed 120 days. The dates on which the Audit Committee Meetings held were: 30.05.2023, 14.08.2023, 26.10.2023 and 13.02.2024. Requisite quorum was present at the above Meetings.

All the recommendations of the Audit Committee have been accepted by the Board of Directors.

During the year, the Audit Committee inter alia reviewed key audit findings covering Operational, Financial and Compliance areas, Risk Mitigation Plan covering key risks affecting the Company which were presented to the Committee. The Chairman of the Audit Committee briefed the Board members on the significant discussions which took place at Audit Committee Meetings.

The Chairman of the Audit Committee was present at the Annual General Meeting of the Company held on 22 September, 2023.

23. Nomination and remuneration committee: The Nomination and Remuneration Committee (âNRC'') functions in accordance with Section 178 of the Act, Regulation 19 of the Listing Regulations and its Charter adopted by the Board. The terms of reference of the NRC includes:

â¢ Recommend to the Board the setup and composition of the Board, including formulation of the criteria for determining qualifications, positive attributes and independence of a director.

â¢ Periodical review of composition of the Board with the objective of achieving an optimum balance of size, skills, independence, knowledge, age, gender and experience.

â¢ Support the Board in matters related to the setup, review and refresh of the Committees.

â¢ Devise a policy on Board diversity.

â¢ Recommend to the Board the appointment or reappointment of Directors.

â¢ Recommend to the Board how the Company will vote on resolutionns for appointment of Directors on the Boards of its material subsidiaries.

â¢ Recommend to the Board, the appointment of Key Managerial Personnel (KMP) and executive team members.

â¢ Carry out the evaluation of every Director''s performance and support the Board and Independent Directors in the evaluation of the performance of the Board, its Committees and individual Directors, including formulation of criteria for evaluation of Independent Directors and the Board.

â¢ Oversee the performance review process for the KMP and executive team with the view that there is an appropriate cascading of goals and targets across the Company.

â¢ Recommend the Remuneration Policy for the Directors, KMP, executive team and other employees.

â¢ On an annual basis, recommend to the Board the remuneration payable to Directors, KMP and executive team of the Company.

â¢ Review matters related to remuneration and benefits payablee upon retirement and severance to MD/EDs, KMP and executive team.

â¢ Review matters related to voluntary retirement and early separation schemes for the Company.

â¢ Provide guidelines for remuneration of Directors on material subsidiaries.

â¢ Recommend to the Board how the Company will vote on resolutions for remuneration of Directors on the Boards of its material subsidiaries.

â¢ Assist the Board in fulfilling its corporate governance responsibilities relating to remuneration of the Board, KMP and executive team members.

â¢ Oversee familiarisation programmes for Directors.

â¢ Review HR and People strategy and its alignment with the business strategy periodically, or when a change is made to either.

â¢ Review the efficacy of HR practices, including those for leadership development, rewards and recognition, talent management and succession planning.

â¢ Perform other activities related to the charter as requested by the Board from time to time.

B. Composition of the committee, meetings and attendance during the year:

There were One (1) Nomination and Remuneration Committee Meetings held during the financial year 2023-24 on 14.02.2024.

Name	Designation	Category	No. of meetings held	No. of meeting attended
Mr. K. Soma Raju	Chairman	NED(I)	1	1
Mr. N Viswanatha Raju	Member	NED	1	1
Mr. K Ravindra	Member	NED(I)	1	1

24. Stakeholderâs relationship committee: Terms of reference of the committee comprise of various matters provided under Regulation 20 of the Listing Regulations and section 178 of the Act, 2013 which inter-alia include:

â¢ Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, nonreceipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

â¢ Proactively communicate and engage with stockholders including engaging with the institutional shareholders at least once a year along with members of the Committee/Board/ KMPs, as may be required and identifying actionable points for implementation.

â¢ Review of measures taken for effective exercise of voting rights by shareholders.

â¢ Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

â¢ Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.

The Committee comprises of 3 Directors out of which 2 are independent. In the financial year 2023-24, 4 meetings of the Committee were held on 30.05.2023, 14.08.2023, 26.10.2023 and 13.02.2024. Composition of committees and member''s attendance at the meetings during the year are as under:

Name	Designation	Category	No. of meetings held	No. of meeting attended
Mr. K. Soma Raju	Chairman	NED(I)	4	4
Mr. N Viswanatha Raju	Member	NED	4	4
Mr. K Ravindra	Member	NED(I)	3	3

No investor grievance complaints received during the financial year 2023-24

25. Risk Management Committee: -

The Company has an effective risk management procedure, which is governed at the highest level by the Board of Directors. However, to further strengthen & streamline the procedures about risk assessment and minimization procedures, the Board of Directors voluntarily constituted a Board level Risk Management Committee (RMC).

A.) Composition:

The Details of composition of the Committee are given below:

Name	Designation	Category
Mr. K. Soma Raju	Chairperson	ED
Mr. N Viswanatha Raju	Member	NED(I)
Mr. K Ravindra	Member	NED(I)

Role and responsibilities of the committee includes the following:

â¢ Framing of Risk Management Plan and Policy.

â¢ Overseeing implementation of Risk Management Plan and Policy.

â¢ Monitoring of Risk Management Plan and Policy.

â¢ Validating the process of risk management.

â¢ Validating the procedure for Risk minimisation.

â¢ Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment and risk management processes.

â¢ Continually obtaining reasonable assurance from management that al known and emerging risks have been identified and mitigated or managed.

â¢ Sustaining operations in lock down conditions without disruption etc.

â¢ water scarcity for operational requirements.

26. Information supplied to the board:

The Board has complete access to all information of the Company and is regularly provided advanced detailed information as a part of the agenda papers or is tabled therein. In addition, detailed quarterly performance report by the Managing Director is presented in the quarterly Board meeting, encompassing all facets of the Company''s operations during the quarter, including update of key projects, outlook and matters relating to environment, health & safety, corporate social responsibility etc. The following information is provided to the Board as a part of the agenda papers:

â¢ Annual and Quarterly financial statements for the Company and the Accounting Policy.

â¢ Minutes of the meetings of the Audit Committee and other Committees of the Board.

â¢ Annual business plan.

â¢ Information on recruitment and remuneration of senior officers just below the level of Board, including the appointment or removal of Chief Financial Officer and Company Secretary, whenever required

â¢ Expansion projects and its status monitoring.

â¢ Fatal or serious accidents, injuries or any material environmental problems, if any

â¢ Any material default in financial obligations to and by the Company, or substantial non-payment for goods sold by the Company, if any

â¢ Significant labour problems and their proposed solutions, whenever necessary.

â¢ Any significant development in human resources / industrial relations including long-term wage agreement, major voluntary retirement scheme, etc.

â¢ Quarterly details of foreign exchange exposures and the steps taken by the management to limit the risks of adverse exchange rate movement, if material Quarterly disclosure of all the investments made.

â¢ Material non-compliance of any regulatory, statutory nature or listing requirements and shareholders service, such as non-payment of dividend, delay in share transfer and others, if any

â¢ Quarterly review of compliance status under various laws applicable to the Company.

â¢ Substantial non-payment of goods sold by the Company except disputes.

â¢ Related Party Transactions, if they are not at arm''s length and in the ordinary course of business.

â¢ Half-yearly summary of bank guarantees issued.

â¢ All other matters required to be placed before the Board for its review / information / approval under the statutes, including SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

27. Vigil Mechanism/Whistle Blower Policy:

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The Company has a vigil mechanism to deal with fraud and mismanagement, if any. The policy is on the website of the Company.

The policy provides for adequate safeguards against the victimisation of eth employees who use the vigil mechanism. The vigil mechanism is overseen by the audit Committee.

28. Directors and key managerial personnel:

As on date of this report, the Company has five Directors, out of those two are Independent Directors.

a) Re-Appointment of Directors of the Company:

Pursuant to provisions of Section 152 of the Companies Act, 2013 read

with the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Viswanadha Raju Namburi (DIN 00119584) is liable to retire by rotation at the ensuing 36th Annual General Meeting and being.

b) Key Managerial Personnel:

Key Managerial Personnel for the financial year 2023-24

â¢ Mr. Venkatalakshmi Narasimha Raju Kosuri, Managing Director.

â¢ Mr. Sitapathi Raju Kosuri, Chief Financial officer

â¢ Ms. Chandni Vardani, Company Secretary & Compliance Officer

29. Statutory Auditors & their Reports:

M/s. S M V & Co., Chartered Accountants, bearing Registration No. 015630S have been appointed on the recommendation of Audit Committee and Board of Director''s (in conformity with the provisions of Sections 139 and 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (includes amendments thereto), as the Statutory Auditors of the Company for a period of 5 years from the conclusion of the 36th AGM (for 203-24) till the conclusion of the 40th AGM (for 2029-30). The Auditors'' Reports for the financial year 2023-24 does not contain any qualification, reservation, adverse remark or disclaimer.

The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the IcAi.

30. Internal auditors:

Deviations are reviewed periodically and due compliance ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to Board. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditor.

31. Secretarial Auditors & their Reports:

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of Directors had appointed M/s. Chakravarthy & Associates, Practicing Company Secretary (C.P No.22563) the Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended March 31,2024

The Secretarial Audit was carried out by M/s. Chakravarthy & Associates, Practicing Company Secretary (C.P No.22563) for the financial year ended March 31, 2024. The Report given by the Secretarial Auditor is annexed herewith and forms integral part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

32. Corporate governance:

Since the paid-up capital of the Company is less than Rs. 10 Crores and Net worth of the Company is less than Rs. 25 Crores, Corporate Governance is Not Applicable.

33. No Frauds reported by statutory auditors

During the Financial Year 2023-24, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

34. Conservation of energy, technology absorption and foreign exchange outgo:

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided hereunder and Rule 8 of Companies (Accounts) Rules, 2014:

A. Conservation of Energy:

Your Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

1. Foreign Exchange Earnings: 1.03 Cr.

2. Foreign Exchange Outgo: NIL

35. Information about the financial performance / financial position of the subsidiaries / associates:

The company does not have any subsidiaries/Associate companies.

36. Names of the companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year:

During the year under review no Company has become or ceased to become its subsidiaries, joint ventures or associate Company.

37. Disclosure of adequacy of internal financial controls:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly.

During the period under review, there is no material or serious observations have been noticed for inefficiency or inadequacy of such controls.

38. Statutory compliance:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

39. Prevention of Insider Trading Regulations:

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 (as amended from time to time), the Company has formulated a Code of Conduct for Prevention of Insider Trading (âInsider Trading Code'') and a Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI).

The Code of Practices and Procedures for fair disclosure of UPSI is available on the website at the following link: www.nagarjunaagritech.com

40. Annual Return:

Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 is also available on the Company''s website URL: www.nagarjunaagritech.com

41. Authorised and paid up capital of the company:

The authorized capital of the company stands at Rs. 10,00,00,000/-divided into 1,00,00,000 equity shares of Rs.10/- each and the company''s paid up capital is Rs. 9,36,91,000/- divided into 93,69,100 equity shares of Rs. 10/- each.

42. Declaration of independence:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) read with Regulation 25 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.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors 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 judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

43. Policy on Directors appointment and Remuneration and other details:

The Board Governance, Nomination & Compensation Committee has framed a policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel (KMP), senior management personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013.

Pursuant to Section 134(3) of the Companies Act, 2013, the nomination and remuneration policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees is available on the Company''s website at www.nagarjunaagritech.com.

We affirm that the remuneration paid to Directors is in accordance with the remuneration policy of the Company.

44. Directorâs Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that: -

a) in the preparation of the annual accounts for the financial year ended 31 March 2024, the applicable accounting standards and schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

b) the Directors have 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 your Company as on 31st March 2024 and of the profit and loss of the Company for the financial year ended 31st March 2024;

c) 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;

d) The annual accounts have been prepared on a going concern basis;

e) Proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) Proper systems to ensure compliance with the provisions of all applicable laws were followed and that such systems were adequate and operating effectively.

45. Corporate social responsibility policy:

Since your Company does not have net worth of Rs. 500 Crore or more or turnover of Rs. 1000 Crore or more or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

46. Insurance:

The properties and assets of your Company are adequately insured.

47. Particulars of loans, guarantees:

The Company has not availed any facilities of Credit and Guarantee.

48. Statutory compliance:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

49. Corporate insolvency resolution process initiated under the insolvency and bankruptcy code, 2016.

No corporate insolvency resolution processes were initiated against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

50. Non-executive directorsâ compensation and disclosures:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

51. Declaration by the Company

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164(2) of the Act read with

Rule 14 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

52. Internal Financial Control Systems:

Your Company has well laid out policies on financial reporting, asset management, adherence to Management policies and also on promoting compliance of ethical and well-defined standards. The Company follows an exhaustive budgetary control and standard costing system. Moreover, the management team regularly meets to monitor goals and results and scrutinizes reasons for deviations in order to take necessary corrective steps. The Audit Committee which meets at regular intervals also reviews the internal control systems with the Management.

53. Related Party Transactions:

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of business. During the financial year 2023-24, there were no materially significant 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.

In line with the provisions of Section 177 of the Act read with the Companies (Meetings of the Board and its Powers) Rules, 2014, omnibus approval for the estimated value of transactions with the related parties for the financial year is obtained from the Audit Committee. The transactions with the related parties are routine and repetitive in nature.

The summary statement of transactions entered into with the related parties pursuant to the omnibus approval so granted are reviewed and approved by the Audit Committee and the Board of Directors on a quarterly basis. The summary statements are supported by an independent audit report certifying that the transactions are at an arm''s length basis and in the ordinary course of business

The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is is annexed herewith as Annexure- D to this report.

54. Failure to implement corporate actions:

During the year under review, no corporate actions were done by the Company.

55. Cost records and cost audit:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

56. Non-executive directorsâ compensation and disclosures:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

57. Industry based disclosures as mandated by the respective laws governing the company:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

58. Prevention of sexual harassment at workplace:

The Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various policies and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has adopted a policy on Prevention of Sexual Harassment at Workplace which aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behaviour. An Internal Complaints Committee (âICCâ) has been set up by the senior management (with women employees constituting the majority). The ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy.

During the financial year ended March 31, 2024, no complaints pertaining to sexual harassment have been received.

59. Green Initiatives:

In commitment to keep in line with the Green Initiative and going beyond it to create new green initiatives, electronic copy of the Notice of 36th Annual General Meeting of the Company are sent to all Members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their e-mail addresses, physical copies are sent through the permitted mode.

60. Other Disclosures:

Your directors state 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:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise.

b. Issue of shares (including sweat equity shares) to employees of the Company under any scheme referred to in this Report.

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

61. Appreciation & acknowledgement:

Your directors place on records their appreciation for the overwhelming co-operation and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your directors also thank the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the company to achieve a moderate growth and is determined to poise a rapid and remarkable growth in the year to come.

Your directors also wish to place on record their appreciation of business constituents, banks and other "financial institutions and shareholders of the Company like SEBI, BSE, NSE, NSDL, CDSL, ICICI Bank, Kotak Mahindra Bank and State Bank of India etc. for their continued support for the growth of the Company.

For and on behalf of the Board of Nagarjuna Agri-Tech Limited

Sd/- Sd/-

K V L N Raju Rama Devi Namburi Place: Hyderabad Managing Director Director

_{Date: 04}.₀₉.₂₀₂₄ (DIN: 00116664) (DIN:06970266)

Mar 31, 2014

Dear Members,

The Directors present herewith the Twenty Sixth Annual Report and the Audited Accounts for the financial year ended 31st March 2014.

1. Financial results:

The results of operations for the year ended 31.03.2014 are as under

(Rs. in Lakhs)

2013-14 2012-13

Turn over 15.40 78.45

Total 15.40 78.45

Manufacturing Administrative and Selling Expenditure 17.04 81:34

Depreciation 46.09 46.22

Profit / Loss before Taxation, before non recurring/Extraordinary items (46.33) (49.10)

Provision for Taxation - (0.93)

Profit / Loss after Taxation, before non (46.33) (50.00) recurring/Extraordinary items

Prior period adjustments - -

Profit / Loss after Taxation and non (46.33) (50.00) recurring/Extraordinary items

2. Operations:

During the year the company has made a turnover of Rs 15.40 Lakhs against previous year turnover of Rs 78.45 Lakhs and made a net loss of Rs 46.33 Lakhs as against net loss of Rs.50.00 Lakhs during the previous year

Other details about the future outlook of the Company is given elsewhere in the directors report

3. Directors:

Dr. K.V.L N Raju retires by rotation at the ensuing annual general meeting and, being eligible, offers himself for re-appointment.

Sri K.Ravindra whose period of office as a director is liable to determination by retirement of directors by rotation under erstwhile applicable provisions of the Companies Act 1956, In terms of section 149 and other applicable provisions of the Companies Act 2013 and clause 49 (as amended ) of the listing agreement, Sri K.Ravindra being eligible and offering himself for appointment, is proposed to be appointed as an independent director for five consecutive years for term up to 29th September 2019 a notice under section 160 of the Companies Act 2013 has been received from a member proposing Sri K.Ravindra as a candidate for the office of director of the Company

The Nomination and Remuneration Committee at their meeting held on August 14, 2014 and Board of Directors at their meeting held on Septamber 03, 2014 have recommended the appointment of Sri K.Somarajuas an Independent Director for a period of 5 years i.e., from September 30,2014 to September 29, 2019

Smt N. RamaDevi appointed as an Additional Director on the Board of the company on 03rd September 2014 who holds office upto ensuing annual general meeting . The Company has received a notice from a member of the Company under section 160 of the Companies Act 2013 in respect of her appointment as director at the ensuing Annual general meeting of the Company along with deposit as prescribed there under

The Board of Directors accorded for appointment of Dr. K V LN Raju as Managing Director, for a period of five years with effect from September y 03,2014 without any remuneration

4. Auditors:

M/s Amar & Raju Chartered Accountants, Hyderabad, who are the present Auditors of the company, retire at the close of the ensuing Annual General Meeting and are eligible for reappointment,

5. Particulars of Employees:

The particulars required pursuant to provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975 are not furnished since there is are no employees covered by the said rules.

6. Director''s Responsibility Statement:

The Board of Directors of your company state

a) That in preparation of annual accounts, the applicable accounting standards has; been followed.

b) That 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 at the end of the financial year and of profit and loss account of the company for that period.

c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities:

d) That the directors had prepared the annual accounts on a going concern basis:

7. Disclosures:

a) Conservation of Energy:

Floriculture industry is not power intensive. How ever, adequate measures have been taken to conserve energy, wherever possible.

b) Technology absorption, adoption & innovation:

The company has fully absorbed the technology from the suppliers / collaborators.

c) Foreign Exchange Earnings & Out go:

Foreign Exchange Earnings : Rs. 10.73 lakhs

Foreign Exchange Out go : Rs. Nil

8. Auditor''s Report: .

The Auditors observations are self explanatory.

9. Corporate Governance:

In pursuance of Clause 49 of the Listing agreement entered into with the stock Exchanges, a separate section on Corporate Governance has been incorporated in the Annual report for the information of the shareholders. A certificate from the Auditors of the company regarding the compliance of conditions of Corporate Governance as stipulated under said clause also forms part of the Annual Report.

10. Acknowledgment:

The Directors gratefully acknowledge the timely support of the Bankers. The Directors wish to record their appreciation for the untiring efforts and team spirit of all the staff and executives.

By order of the Board of Directors For Nagarjuna Agri Tech Limited

(K. SOMA RAJU) (Dr. K. V. L. N. Raju) Director Managing Director

Place: Hyderabad Date: 03.09.2014

Mar 31, 2011

The Directors present herewith the Twenty Third Annual Report and the Audited Accounts for the financial year ended 31st March 2011.

1. Financial results:

The results of operations for the year ended 31.03.2011 are as under

(Rs. in Lakhs)

2010-11 2009-10

Turnover 168.82 191.59

Accretion to stock (1.56) (0.145)

Total 167.27 191.44

Manufacturing Administrative and Selling

Expenditure 174.88 194.81

Depreciation 46.59 46.30

Profit / Loss before Taxation, before non recurring/Extraordinary items (164.64) (49.66)

Provision for Taxation

Profit / Loss after Taxation, before non (164.64) (49,66)

recurring/Extraordinary items

Prior period adjustments

Profit / Loss after Taxation and non (164.64) (49.66)

recurring/Extraordinary items

2. Operations:

During the year the company has made a turnover of Rs 168.82 Lakhs against previous years turnover of Rs 191.59 Lakhs and made a net loss of Rs 164.64 Lakhs as against net loss of Rs. 49.66 Lakhs during the previous year,

3. Directors:

Mr. K. Ravindra, director, who retires by rotation at the ensuing Annual General meeting and being eligible, offers himself for re-appointment.

4. Auditors: M/s Amar & Raju Chartered Accountants, Hyderabad, who are the present Auditory of the company, retire at the close of die ensuing Annual General Meeting and are eligible for reappointment.

5. Particulars of Employees:

The particulars required pursuant to provisions of Section 217(2A) of the Companies Act, 1959 read with the Companies (particulars of employees) Rules, 1975 are not furnished since there is are no employees covered by the said rules.

6. Director's Responsibility Statement:

The Board of Directors of your company state

a) That in preparation of annual accounts, the applicable accounting standards has been followed.

b) That 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 fan- view of the state of affairs of the company at the end of the financial year and of profit and loss account of the company for that period.

c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities:

d) That the directors had prepared the annual accounts on a going concern basis:

7. Disclosures:

a) Conservation of Energy:

Floriculture industry is not power intensive. How ever, adequate measures have been taken to conserve energy, wherever possible.

b) Technology absorption, adoption &. innovation:

The company has fully absorbed die technology from the suppliers / collaborators.

8. Auditor's Report:

The Auditors observations are self explanatory.

9. Corporate Governance:

In pursuance of Clause 49 of the Listing agreement entered into with the stock Exchanges, a separate section on Corporate Governance has been incorporated in the Annual report for the information of the shareholders. A certificate from the Auditors of the company regarding the compliance of conditions of Corporate Governance as stipulated under said clause also forms part of the Annual Report,

10. Acknowledgment:

The Directors gratefully acknowledge the timely support of the Bankers. The Directors wish to record their appreciation for the untiring efforts and team spirit of all the staff and executives.

By order of the Board of Directors For Nagarjuna Agri Tech Limited

(K. SOMA RAJU) (Dr.K.V.L.N. Raju) Director Managing Director

Place: Hyderabad Date: 02.09.2011

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Directors Report of Nagarjuna Agri Tech Ltd.

4. DIVIDEND

5. TRANSFER TO RESERVES:

6. TRANSFER TO UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

8. WEBSITE

9. DEPOSITS:

10. CHANGE IN THE NATURE OF BUSINESS:

11. SHARE CAPITAL:

12. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES:

13. COMPOSITION OF DIRECTORS a KEY MANAGERIAL PERSONNEL:

14. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

15. DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013 IN RESPECT OF NON â¢DISQUALIFICATION OF DIRECTORS:

18. NOMINATION AND REMUNERATION POLICY:

19. CORPORATE SOCIAL RESPONSIBILITY

20. ANNUAL EVALUATION:

21. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

22. RISK MANAGEMENT:

23. PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION 186:

24. MATERIAL ORDERS OF JUDICIAL BODIES/ REGULATORS

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THEACT

26. STATUTORY AUDITORS

AUDITOR''S REPORT

27. INTERNAL AUDITORS

28. SECRETARIAL AUDITORS:

35. ENVIRONMENT, HEALTH AND SAFETY:

36. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &REDRESSAL) ACT, 2013:

37. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

38. INSOLVENCY AND BANKRUPTCY CODE 2016:

39. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLETO THE CENTRAL GOVERNMENT

40. DIRECTORSâ RESPONSIBILITY STATEMENT

41. DISCLOSURE UNDER ONE TIME SETTLEMENT

42. LISTING:

43. ACKNOWLEDGEMENT

On behalf of the Board of Directors ofNagarjuna Agri-tech Limited

SUMIT SENGUPTA RAJESH SHAW

1. Financial summary/highlights:

2. Overview & State of The Companyâs Affairs:

3. Dividend:

4. Transfer to reserves:

5. Material changes & commitment affecting the financial position of the company:

6. Significant & material orders passed by the regulators or courts or tribunals:

7. Transfer of un-claimed dividend to Investor Education and Protection:

8. Details of utilization of funds:

9. Details of Nodal Officer:

10. Revision of financial statements:

11. Change in the nature of business, if any:

12. Deposits from public:

13. Criteria for determining qualifications, positive attributes and independence of a director:

14. Training of Independent Directors:

15. Independent directorâs familiarization programmes:

16. Mechanism for Evaluation of the Board:

Disclosures as prescribed under SEBI circular dated May 10, 2018 are given below:

17. Composition of Board of Directors:

18. Number of Board Meetings:

20. Audit Committee Recommendations:

21. Committees of the Board:

Review of the following information:

B. Internal Audit

C. Composition, Meetings & Attendance:

B. Composition of the committee, meetings and attendance during the year:

25. Risk Management Committee: -

A.) Composition:

Role and responsibilities of the committee includes the following:

26. Information supplied to the board:

27. Vigil Mechanism/Whistle Blower Policy:

28. Directors and key managerial personnel:

a) Re-Appointment of Directors of the Company:

b) Key Managerial Personnel:

29. Statutory Auditors & their Reports:

30. Internal auditors:

31. Secretarial Auditors & their Reports:

32. Corporate governance:

33. No Frauds reported by statutory auditors

34. Conservation of energy, technology absorption and foreign exchange outgo:

A. Conservation of Energy:

B. Technology Absorption:

35. Information about the financial performance / financial position of the subsidiaries / associates:

37. Disclosure of adequacy of internal financial controls:

38. Statutory compliance:

39. Prevention of Insider Trading Regulations:

15. DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013 IN RESPECT OF NON â¢
DISQUALIFICATION OF DIRECTORS:

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE
ACT

39. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE
TO THE CENTRAL GOVERNMENT

40. DIRECTORSâ RESPONSIBILITY STATEMENT

On behalf of the Board of Directors of
Nagarjuna Agri-tech Limited

2. Overview & State of The Companyâs Affairs:

15. Independent directorâs familiarization programmes:

44. Directorâs Responsibility Statement:

50. Non-executive directorsâ compensation and disclosures:

56. Non-executive directorsâ compensation and disclosures: