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 Company’s performance for the year ended on March 31^st, 2025, is summarized as under:

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 Company’s 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 Company’s Equity Share Capital stands as on March 31, 2025 is as below:

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:

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

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

• 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

• 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.

• 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.

• 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 •
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 Company’s 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:

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. Stakeholder’s 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:-

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 (‘NRC’)
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: -

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. Stakeholders’ 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 Stakeholders’ Relationship Committee as per Section 178 of the Companies Act, 2013 is
as follows: -

Meeting

The Stakeholders’ 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 Board’s 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 Non¬
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 Company’s 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 Company’s 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 Arm’s 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 Auditors’ 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:

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:

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. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 (‘the Act’), 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