Your Directors are pleased to present the 18^th ANNUAL REPORT of the Company together with the Audited Financial
Statements for the Financial Year ended 31 March 2025.

Financial Performance

Financial statements are prepared in accordance with the
Indian Accounting Standards (lnd-AS) as prescribed under
Section 133 of the Companies Act, 2013 read with Rule 3 of
the Companies (Indian Accounting Standards) Rules, 2015
and Companies (Indian Accounting Standards) Amendment
Rules, 2016

Company Performance / State of Affairs

During the year, revenue from operation of your Company
is ' 16,585.58 Lakhs as compared to ' 17,984.46 Lakhs in
the previous year and the net profit is reduced by 11.20%
to ' 1,652.01 Lakhs as against ' 1,860.31 Lakhs in the
previous year.

Subsidiary Companies / Joint Ventures /
Associate Companies

Your Company has following subsidiaries as on 31 March, 2025:

The Audited Financial Statements, the Auditors Reports
thereon and the Board’s Reports for the year ended
31 March, 2025, of the aforesaid companies, shall be
available for inspection by the Members at its registered
office, during business hours on all working days up to the
date of the Annual General Meeting and the same are also
available on the website of the Company www.novaagri.in.

Note:

• Your Company does not have any Joint Ventures.

• No Company has become / ceased to be its Subsidiary,
Joint Venture or Associate of Company during the year
under review.

Additionally, we would also like to inform that following
Companies shall fall under the purview of “Group
Companies” pursuant to SEBI circular- SEBI/ HO/ AFD/ AFD
- PoD - 2/ CIR/ P/ 2023/ 148 dated 24 August. 2023:

Material Subsidiary:

The Company has 1 (one) material subsidiaries as per the
definition of Regulation 16(1) (c) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations. 2015.

1) Nova Agri Sciences Private Limited
CIN: U01403TG2010PTC068405

The Company’s policy on determining the material subsidiaries
is uploaded on the Company’s website at www.novaagri.in.

Highlights of Performance of Subsidiaries

During the year, the material subsidiary contributed
' 14,045.70 Lakhs in the consolidated revenue from
operation of your Company as compared to ' 11,166.4 Lakhs
in the previous year.

' 1,107.11 Lakhs was contributed by the material subsidiary
in the consolidated net profits of the Company as compared
to ' 974.86 Lakhs in the previous year.

The consolidated net profit is reduced by 3.13% to ' 2,742.20
Lakhs as against ' 2830.81 Lakhs in the previous year.

Change in the Nature of Business

Your Company is engaged is the business of manufacturing
Agro products for Crop protection and crop nutrition. There
was no change in the nature of the business during the
financial year under review.

Transfers to Reserves

During the year under review, the entire profit of ' 1,652.01
Lakhs for the year ended 31 March 2025 was transferred to
the surplus under Reserves and Surplus A/c. No Amount was
transferred to Reserves.

Dividend

Considering your Company’s growth, and future strategy
and plans, your Directors consider it prudent to conserve
resources and despite having sufficient distributable profits,
do not recommend any dividend on equity shares for the
financial year under review.

Transfer of Unclaimed Dividend to Investor
Education and Protection Fund

During the year under review, the Company was not required
to transfer any unclaimed dividend to IEPF Account.

Public Deposits

During the financial year 2024-25, your Company has not
accepted any deposit that falls within the scope of Sections
73 and 74 of the Companies Act, 2013, read together with

the Companies (Acceptance of Deposits) Rules, 2014.
Further, there is no amount outstanding at the beginning of
financial year, which can be classified as ‘Deposits’ in terms of
Section 73 of the Companies Act, 2013, read with Companies
(Acceptance of Deposit) Rules, 2014.

Particulars of Loans, Guarantees,
Investments Under Section 186

The loans granted, guarantees given and investments made
are in compliance with Section 186 of the Companies Act,
2013. As per the requirements of Section 186 and Section
134(3)(g) of the Companies Act, 2013, we would like to inform
that details of loans, guarantees, securities and investments
made by the Company, are provided in the notes to the
financial statements forming part of the Annual Report.

Particulars of Contracts or Arrangements
with Related Parties

Particulars of contracts or arrangements entered by the
Company with related parties referred to in Section 188(1)
are furnished under Form AOC-2 as “Annexure II”.

Proceedings under IBC

As per the requirements of Rule 8(5)(xi) and (xii) of the
Companies (Accounts) Rules, 2014 -

• No application made or proceeding pending against
your Company under the Insolvency and Bankruptcy
Code, 2016.

• No one-time settlement of financial dues was made during
the period under review.

Credit Rating

During the financial year under review -

• Acuite Ratings & Research Limited has upgraded its ratings
to “ACUTE BBB-lstable” (pronounced as ACUTE triple B;
stable) from “ACUTE BBB-lstable” (pronounced as ACUTE
triple B minus; stable), on the long-term credit facilities of
the Company vide letter dated 26^th August, 2024.

• CARE Ratings Limited (CARE) has assigned the rating
“CARE BBB; positive” (pronounced as CARE triple B;
positive), on the long-term credit facilities of the Company
vide letter dated 6^th November, 2024.

Listing Through Initial Public Offer (IPO)

• Listing:

The Company is duly listed on BSE Limited and National
Stock Exchange of India Limited (hereinafter referred as
“Stock Exchanges”) w.e.f. 30^th January, 2024 with a paid
up Capital of ' 18,50,39,626/- consisting of 9,25,19,813
equity shares of ' 2/- each.

• Utilization of Fund:

Proposed public issue is with a view to utilize the funds
for setting up a new formulation plant for the subsidiary
Nova Agri Sciences Private Limited and for the
expansion of the existing formulation plant. The funds
are also used for working capital requirements, besides
general corporate purposes. All the funds are utilised
in accordance with the Prospectus dated 28^th January,
2024, for the FY ended 31^st March, 2025.

Deviation in Utilization of Funds Raised
Through Initial Public Offer (IPO)

Pursuant to Regulation 32(4) of SEBI (LODR) Regulations,
2015, during the financial year under review, there is no
deviation in utilization of proceeds raised through IPO.

The Company has appointed CARE Rating Limited as
Monitoring Agency for monitoring the utilisation of proceeds
of public issue. Monitoring Agency submits its report
quarterly and the same is available at the website of the
Company at https://novaagri.in/investor-relations/notices-
and-disclosures/ and the website of stock exchanges at
www.bseindia.com and www.nseindia.com.

Share Capital

* Out of the total paid up capital of the Company, ' 50,00,000/- consisting
of 25,00,000 equity shares of ' 2/- each are held by Nova Agritech
Limited Employees Welfare Trust for the purpose of implementation of
ESOP Scheme(s).

During the financial year under review, there are no changes
in Share Capital:

Employee Stock Option Scheme (ESOP)

Your Company had implemented “Nova Agritech Limited
Share Based Employee Benefit Scheme - 2022” (hereinafter
referred to as “the Scheme”) to create, issue, offer, grant,
allot and/or transfer from time to time, upto a maximum of
5,00,000 (Five Lakh) Options /SARs/Shares or any other
benefits of ' 10/- each corresponding to 25,00,000 (Twenty
Lakh) Options /SARs/Shares or any other benefits of ' 2/-
each that may be granted pursuant to the Scheme, in one
or more tranches which shall be convertible into equitable
number of Equity Shares unless otherwise determined by
the Compensation Committee as constituted by the Board,
through “Nova Agritech Limited Employees Welfare Trust”,
a trust established by the Company for implementation and/
or administration of the Scheme (hereinafter referred to as
“Trust”), at such price or prices, in one or more tranches and

on such terms and conditions, as may be determined by the
Board in accordance with the provisions of the Scheme, SEBI
(SBEBASE) Regulations, 2021, vide board and members
approval dated 23^rd November, 2022 and 19^th December,
2022 respectively.

Pursuant to the aforesaid scheme, the Company allotted
5,00,000 equity shares of ' 10/- (Rupees Ten Only) each at a
price of ' 25/- (including premium of ' 15/- per share) to “Nova
Agritech Limited Employees Welfare Trust” on 06 January
2023. However, pursuant to sub-division of equity shares,
the holding of “Nova Agritech Limited Employees Welfare
Trust” as on 31 March 2025 has tantamount to 25,00,000
Equity Shares of face value of ' 2/- each.

Further, Pursuant to Regulation 12(1) of Securities and
Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 (“SEBI (SBEBASE)
Regulations, 2021”), no company is permitted to make any
fresh grant which involves allotment or transfer of shares to
its employees under any scheme formulated prior to listing
of its shares unless such scheme is in conformity with the
SEBI (SBEBASE) Regulations, 2021 and is ratified by its
members subsequent to the listing of the shares of the
Company. Accordingly, approval of the Members is obtained
in the 17^th Annual General Meeting of the Company for
ratification of the Scheme and the issue of employee stock
options (“ESOPs”) and/or share appreciation rights (“SARs”)
to the eligible employees as may be determined by the
Compensation Committee in accordance with the Scheme.

The Scheme is in compliance with the Securities and
Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 and the Disclosures
pursuant to Regulation 14 read along with Part F of
Schedule-I of Securities and Exchange Board of India (Share
Based Employee Benefits and Sweat Equity) Regulations,
2021 are provided under “Annexure VI.”

The certificate from the secretarial auditors of the company
pursuant to Regulation 13 the SEBI (SBEBASE) Regulations,
2021, that the scheme(s) has been implemented in
accordance with these regulations and in accordance with
the resolution of the company is annexed herewith under
“Annexure XII - Certificates.”

Disclosures in respect of Voting Rights not directly
exercised by Employees:

Pursuant to “Nova Agritech Limited Share Based Employee
Benefit Scheme - 2022” (“Scheme”), Nova Agritech Limited
Employees Welfare Trust holds 25,00,000 equity shares of
' 2/- each in the Company for the benefit of employees.

However, your Company has not granted any ESOPs
to employees during the period under review, and
accordingly, no disclosures as required under Rule 16(4)

of the Companies (Share Capital and Debentures), 2014 has
been furnished.

MOA & AOA

During the year, there is no change in Memorandum of
Association (MOA) and Articles of Association (AOA) of
the Company.

The Memorandum of Association (MOA) and Articles
of Association (AOA) of the Company adopted vide the
resolution passed by Board of Directors dated 18 January
2023 and Shareholders dated 11 February 2023 are
the latest copies, being made available at the website of
Company at www.novaagri.in.

Matters Related to Directors and Key
Managerial Personnel

Board of Directors

As on 31 March 2025, the Board comprised of 3
(three) Executive Directors and 4 (four) Non-Executive
Independent Directors.

(Details of Board members are provided in the Corporate
Governance Report)

During the year under review, there are following changes in
the Board of the Company -

1. Mr. Sreekanth Yenigalla (DIN: 07228577) ceased to be
a Whole Time Director w.e.f. 2^nd April, 2024 in view of
his resignation.

2. Mr. Basanth Kumar Nadella (DIN: 08139510) ceased to
be a Whole Time Director w.e.f. 2^nd April, 2024 in view
of his resignation.

3. Mr. Rajesh Cherukuri (DIN: 09840611) was appointed as
Additional Director designated as Whole-time Director
w.e.f. 02^nd April, 2024. Subsequently, members approval
was accorded by way of postal ballot on 14^th June, 2024
for appointment of Mr. Rajesh Cherukuri (DIN: 09840611)
as Whole-Time Director.

During the year under review, there are following re¬
appointments of Directors of the Company -

1. Mr. Kiran Kumar Atukuri (DIN: 08143781) is
reappointed as Managing Director of the Company for
a period of 3 (three) years w.e.f. 13 November 2024 to
12 November 2027 (both days inclusive), liable to retire
by rotation, in the 17^th AGM of the Company held on
20 September 2024.

2. Mrs. Swapna Kandula (DIN: 08719208) is reappointed
as Independent Director of the Company for a second
term of 5 (five) years w.e.f. 19 March 2025 to 18 March
2030 (both days inclusive), in the 17^th AGM of the
Company held on 20 September 2024.

Key Managerial Personnel

During the year under review there are no changes in KMP
except as mentioned below -

• Appointment of Mr. Dhana Raj Boina as the Chief
Technical Officer (CTO) of the Company w.e.f. 2^nd April,
2024, in the Board Meeting held on 2^nd April, 2024,
based on the recommendation of the Nomination and
Remuneration Committee of the Company.

Retirement by Rotation

In accordance with the provisions of Section 152(6) of the
Companies Act, 2013 read with the Articles of Association of
the Company, at least 2/3^rd of the total number of Directors
of a public company shall be liable to retire by rotation and
1/3^rd of such Directors shall retire by rotation at every AGM,
However, “Independent Directors” are out of the ambit of
retiring by rotation.

In accordance with the provisions of Section 152(6), the
Board has proposed Mrs. Malathi Siripurapu (DIN: 03033944)
as the Director to “Retire by rotation” in this 18^th AGM.

Mrs. Malathi Siripurapu, Whole-Time Director, retires by
rotation in the ensuing AGM and being eligible, offers herself
for re-appointment. A resolution seeking shareholders’
approval for her re-appointment, along with other required
details forms part of the Notice of the AGM.

Detailed information as required under Regulation 36(3) of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is enclosed as “Annexure-A” to the
Notice of 18^th AGM.

Post 31 March 2025 and until the approval of this
Directors’ Report, there were the following changes in
Board composition:

• Board of Directors in their meeting held on 9^th August, 2025,
upon recommendation of Nomination & Remuneration
committee, recommended for re-appointment of Mr. Kiran
Kumar Adapa (DIN: 09087754) as an Independent
Director of the Company for a second term of 5 (five) years
commencing from 17^th March, 2026 to 16^th March, 2031,
for approval of members of the Company in the ensuing
shareholders meeting.

Appropriate resolutions for the re-appointment of Mr. Kiran
Kumar Adapa as Independent Director are being moved
at the ensuing 18^th AGM, which the Board of Directors
recommends for your approval.

Detailed information as required under Regulation 36(3) of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is enclosed as “Annexure-A” to the
Notice of 18^th AGM.

Declaration by the Independent Directors

The Company has received declarations from each
Independent Director citing that he/she meets the criteria
of independence laid down under Section 149(6) of the
Companies Act, 2013 and such other statutory requirements
so as to continue as Independent Directors of the Company.

Registration of Independent Directors in
Independent Directors Databank:

All the Independent Directors of the Company have been
registered and are members of Independent Directors
Databank maintained by Indian Institute of Corporate Affairs
(IICA), in terms of the provisions of Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2019 and
the Companies (Creation and Maintenance of Databank of
Independent Directors) Rules, 2019.

Opinion of the Board:

The Board after taking these declarations/disclosures
on record and acknowledging the veracity of the same,
concluded that Independent Directors of the Company
are of persons of integrity, eminent personalities and have
expertise/ experience in their respective fields/ professions.

Independent Directors of our Company have cleared online
proficiency self-assessment test conducted by the institute
notified under sub-section (1) of section 150. These Directors
meet the criteria of independence, and were selected and
appointed, based on well-defined selection criteria. The
Nomination and Remuneration Committee considers, inter
alia, key qualifications, skills, expertise and competencies,
fulfilment of criteria for independence, while recommending
to the Board, the candidature for appointment as Independent
Director, to enable the Board to discharge its functions and
duties, effectively.

A Board Confirmation in this regard is annexed herewith
under “Annexure XII - Certificates.”

Establishment of Vigil Mechanism

The Company has adopted a Whistle Blower Policy,
establishing a vigil mechanism to provide a formal mechanism
to the Directors and employees to report concern about
unethical behavior, actual or suspected fraud or violation of
code of conduct and ethics. It, also, provides for adequate
safeguards against the victimization of employees, who
avail of the mechanism, and provides direct access to the
chairman of the Audit Committee in exceptional cases. The
whistle-blower policy is available on the website of the
Company https://novaagri.in/investor-relations/policies/.

Directors’ Responsibility Statement

Your Directors would like to assure the members that the
financial statements for the year under review is as per the
requirements of the Companies Act, 2013 and pursuant to

the provisions of Section 134(3)(c) of the Companies Act,
2013, to the best of their knowledge and based on the
information and explanations received from the Company,
your Directors confirm that:

i. i n the preparation of the annual financial statements
for the year ended 31 March 2025, the applicable
accounting standards have been followed and there are
no material departures;

ii. accounting policies have been selected and applied
consistently and judgments and estimates that are
reasonable and prudent have been made, so as to
give a true and fair view of the state of affairs of the
Company as at 31 March 2025 and of the profit & loss
of the Company for that period;

iii. proper and sufficient care have been taken for the
maintenance of accounting records in accordance with
the provisions of this Act for safeguarding the assets of
the Company, for preventing & detecting fraud and/or
other irregularities;

iv. t he annual accounts have been prepared on a going
concern basis;

v. i nternal financial controls have been laid down by the
Company and that such internal financial controls are
adequate and are operating effectively; and

vi. Proper systems have been devised to ensure compliance
with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

Non-Disqualification of Directors

None of the Directors of the Company is disqualified under
the provisions of the Companies Act, 2013 or under the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

Your Company has obtained a Certificate from Mr. M Ramana
Reddy, Company Secretary in Practice, (ICSI M. No. F11891
and C.P. No. 18415) from P. S. Rao & Associates, Hyderabad
pursuant to the provisions of Regulation 34(3) read with
Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 provided under “Annexure
XII - Certificates”, certifying that none of the Directors of
the Company have been debarred or disqualified from
being appointed or continuing as Directors of companies
by the Securities and Exchange Board of India (SEBI) or
by the Ministry of Corporate Affairs (MCA) or by any such
statutory authority.

Code of Conduct and Declaration on Code
of Conduct

Board of Directors in their meeting held on 27^th February,
2023, has approved and laid down a Code of Conduct for
all Board members, Senior Management and Independent

Directors of the Company, in line with the provisions of
Regulation 17(5) of SEBI (LODR) Regulations, 2015. The said
Code of Conduct is available on the website of the Company
https://novaagri.in/investor-relations/policies/.

Further, in accordance with Schedule V (D) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, declaration from Chief Executive Officer of the
Company has been received confirming that all the Directors
and the Senior Management Personnel of the Company
have complied with the aforesaid Code of Conduct for the
year 2024-25 forming part of the report under “Annexure
XII - Certificates”.

Annual Evaluation of Individual Directors,
Committees and Board

Pursuant to the provisions of the Companies Act, 2013,
the Board carried out annual performance evaluation of its
own performance, the Directors individually, as well as the
evaluation of the working of its Audit Committee, Nomination
and Remuneration Committee, and Stakeholders’
Relationship Committee.

The Board took into consideration inputs received from
the Directors, covering various aspects of the Board’s
functioning, such as adequacy of the composition of the
Board and its Committees, Board culture, execution and
performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the
performance of individual Directors, including the Chairman
of the Board, who were evaluated on parameters such as
level of engagement and contribution, independence of
judgments, safeguarding the interest of the Company and its
minority shareholders etc.

The performance evaluation of the Independent Directors
was carried out by the entire Board and performance
evaluation of the Chairman and Non-Independent Directors
was carried out by the Independent Directors. The Directors
expressed their satisfaction with the evaluation process.

Disclosure of Expertise / Skills / Competencies of
the Board of Directors:

The list of core skills / expertise / competencies identified
by the Board of Directors of the Company as required in
the context of its business and sector(s) for it to function
effectively and those actually available with the Board, form
part of the Corporate Governance Report.

Board Diversity

The Policy on Board Diversity of the Company devised by
the Nomination and Remuneration Committee and approved
by the Board is disseminated on the website of the Company
https://novaagri.in/investor-relations/policies/.

Remuneration Policy and Appointment
Criteria

Your Company has in place a policy for remuneration of
Directors, Key Managerial Personal (KMPs) and Senior
Management as well as a well-defined criterion for the
selection of candidates for appointment to the said positions,
which has been approved by the Board.

The following policies broadly lays down the guiding
principles, philosophy and the basis for payment of
remuneration to the Executive and Non-Executive
Directors (by way of sitting fees and commission), KMPs
and Senior Management. The criteria for the selection of
candidates for the above positions cover various factors
and attributes, which are considered by the Nomination and
remuneration Committee and the Board of Directors while
selecting candidates.

• Criteria for making payment / remuneration to the Non¬
Executive Directors.

• Nomination and Remuneration Policy

Aforesaid policies as recommended by the Nomination
and Remuneration Committee and approved by the Board
in their respective meeting held on 27^th February, 2023
can be accessed from the website of the Company at
https://novaagri.in/investor-relations/policies/

Familiarization Programme for Independent
Directors

All Independent Directors inducted into the Board are
provided an orientation on Company structure and Board
constitution and procedures, matters reserved for the Board,
and our major risks and risk management strategy.

The Company familiarizes the Independent Directors with the
Company, their roles, rights, responsibilities in the Company,
nature of the industry in which the Company operates, etc.,
through various interactions and an update on amendments
or regulatory requirements and changes is given as part of
Board meetings and familiarization programs.

Details of the familiarization programs of the Independent
Directors are available on the website of the Company at
https://novaagri.in/investor-relations/policies/.

Committees of the Board

As on 31 March 2025, the Board has six committees, (i) Audit
Committee, (ii) Nomination and Remuneration Committee, (iii)
Stakeholders’ Relationship Committee, (iv) Risk Management
Committee, (v) Corporate Social Responsibility Committee
and (vi) IPO Committee, which are constituted as per the
provisions of the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015.

The details of the above-mentioned committees are
as follows:

• Audit Committee

Audit Committee has been constituted in terms of
Section 177 of Companies Act, 2013 and in terms of
Regulation 18 of SEBI (LODR) Regulations.

Composition of the Committee, its terms of reference,
detail of meetings and such other details are provided
in the Report on Corporate Governance. All the
recommendations made by the Audit Committee were
accepted by the Board of Directors.

• Nomination and Remuneration Committee

Nomination and Remuneration Committee has been
constituted in terms of Section 178 of Companies
Act, 2013 and in terms of Regulation 19 of SEBI
(LODR) Regulations.

Composition of the Nomination and Remuneration
Committee, its terms of reference, details of meetings
and such other details are provided in the Report on
Corporate Governance. All the recommendations made
by the Audit Committee were accepted by the Board
of Directors.

• Stakeholders’ Relationship Committee

Stakeholders’ Relationship Committee is constituted in
line with the provisions of Regulation 20 of SEBI (LODR)
Regulations and Section 178 of the Act.

Composition of the SRC, its terms of reference, details
of the meeting and such other details are provided in
the Report on Corporate Governance annexed.

• Risk Management Committee

The Risk Management Committee was constituted on
27 February 2023 and was further reconstituted w.e.f.
8^th June, 2024 by way of resolution passed by circulation
by Board of Directors of the Company wherein two
other members were inducted to such committee.

Composition of the Risk Management Committee, its
terms of reference, details of its meetings, and such
other details are provided in the Report on Corporate
Governance annexed.

• Corporate Social Responsibility Committee

CSR Committee is constituted in line with the provisions
of Section 135 of the Act to formulate and recommend
to the Board, CSR Policy indicating the activities to be
undertaken by the Company as specified in Schedule
VII of the Act, to recommend the amount of expenditure
to be incurred on the activities mentioned in the CSR
Policy, and to monitor the CSR Policy.

The brief outline of the corporate social responsibility
(CSR) policy of the Company and the initiatives
undertaken by the Company on CSR during the
year are set out in “Annexure III” of this report in the
format prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014.

Composition of the committee, its terms of reference,
details of the meeting and such other details are provided
in the Report on Corporate Governance annexed. The
Company has developed and implemented CSR Policy,
which is made available on the website of the Company
https://novaagri.in/investor-relations/policies/.

• IPO Committee

The IPO Committee was constituted on 27
February 2023.

Composition of the IPO Committee, its terms of
reference, details of its meetings, and such other
details are provided in the Report on Corporate
Governance annexed.

No. of Board Meetings Held During the
Year

The Board of Directors duly met 7 (seven) times during
the F.Y. 2024-25. The Details are given in the “Corporate
Governance Report” forming party of the Annual Report
under “Annexure XII”. The gap between two Board Meetings
has not exceeded 120 days.

Statutory Auditors

Pursuant to Section 139 and other applicable provisions of
the Companies Act, 2013, the Members at the 16^th AGM of
the Company held on 30^th September 2023, had approved
re-appointment of M/s NSVR & Associates LLP, Chartered
Accountants (Firm Registration No. 008801S/S200060), as
the Statutory Auditors of the Company, for the second term
of 5 years i.e. from the conclusion of 16^th Annual General
Meeting of the Company to till the conclusion of 21^st Annual
General Meeting to be held in the year 2028, to conduct
statutory audit of the Company for the financial years
commencing from 2023-24 to 2027-28 at a remuneration as
may be determined and mutually agreed by the Board the
Statutory Auditors.

Replies to the audit remarks;

The Auditors Report for the financial year ended 31 March
2024 does not contain any qualification, adverse remark
or reservation and therefore, do not call for any further
explanation or comments from the Board under Section
134(3) of the Companies Act, 2013.

Fraud reported by Auditors:

There are no frauds reported by auditors under sub-section
(12) of section 143.

Cost Audit/ Maintenance of Cost Records

For the financial year 2024-25, your Company was required to
maintain cost records, as specified by the central government
under sub-section (1) of section 148 of the Act, is in respect
of the activities carried on by the Company and conduct Cost
Audit of the same. M/s M P R & Associates, Cost Accountants
(Firm Registration No. 000413), Cost Auditor of the company
conducted the audit of the cost records maintained by the
company for financial year.

Further, Pursuant to Section 148 of the Companies Act,
2013 read with The Companies (Cost Records and Audit)
Amendment Rules, 2014, the Board of Directors of your
Company upon recommendation of Audit Committee
appointed MPR & Associates, Cost Accountants, (Firm
Registration No. 000413) as Cost Auditors in its meeting
held on 5^th May, 2025 to conduct audit the cost records of
the Company for the financial year 2025-26 at an annual
remuneration of ' 1,00,000/-, and accordingly recommended
the ratification of such remuneration by shareholders’
approval in the ensuing AGM.

Appropriate resolution is being moved at the ensuing 18^th
AGM for ratification of the aforesaid remuneration for the
year 2025-26, which the Board of Directors recommends
for your approval.

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 upon recommendation of Audit Committee,
has appointed P. S. Rao & Associates, Practicing Company
Secretaries in its meeting dated 2^nd April, 2024, to undertake
the secretarial audit of the Company for FY 2024-25.

Secretarial Audit Report of the Company for the year 2024-25
in “Form MR-3” is annexed to this report as “Annexure
VII”. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark except as stated
in report.

Further, Pursuant to Section 204 of the Companies Act,
2013 and Regulation 24A of SEBI (LODR) Regulations,
2015, the Board of Directors of your Company, considering
the experience, competency, efficiency, independence,
etc. and on the recommendation of the Audit Committee,
at its meeting held on 5^th May, 2025, subject to approval
of members of the Company in the ensuing AGM, has
appointed P. S. Rao & Associates, Practicing Company
Secretaries as Secretarial Auditors for a period of 5 years
commencing from FY 2025-26 till FY 2029-30, at a
remuneration of ' 3,00,000/- (plus applicable taxes) for the

FY 2025-26 and at such remuneration as may be decided by
the Board of Directors of the Company in consultation with
the Secretarial Auditors, for subsequent years.

Appropriate resolution is being moved at the ensuing
18^th AGM for the aforesaid appointment of Secretarial
Auditor for a term of five years, which the Board of Directors
recommends for your approval.

Annual Secretarial Compliance Report

Company has obtained Annual Secretarial Compliance
Report from P. S. Rao & Associates on 28^th May, 2025,
pursuant to SEBI circular no. CIR/CFD/CMD1/27/2019 dated
8^th February, 2019; forms part of this Report as “Annexure
VIII” and the same was also submitted to the Stock
Exchange(s) on 28^th May, 2025. The aforesaid Report do not
contain any qualification, reservation or adverse remarks
except as stated in report.

Secretarial Audit Report of Material Subsidiary

In terms of Regulation 24A of SEBI (LODR) Regulations,
2015, Secretarial Audit Report of the Nova Agri Sciences
Private Limited, Material unlisted Subsidiary for the year
2024-25 in “Form MR-3” is annexed to this report as
“Annexure IX” and does not contain any qualification,
reservation or adverse remark.

Internal Auditors

Pursuant to Section 138 of the Companies Act, 2013 read
with Companies (Accounts) Rules, 2014, the Board of
Directors had, upon recommendation of the Audit Committee
has appointed M/s. V P S & ASSOCIATES (Firm Reg. No.
009280S), Chartered Accountants, as the Internal Auditors
of the Company in its meeting 2^nd April, 2024 to conduct
internal audit for the financial year 2024-25.

The Internal Auditors submits their report on quarterly basis
to the Audit Committee. Based on the report of internal audit,
management undertakes corrective action in the respective
areas and takes necessary steps to strengthen the levels of
Internal Financial and other operational controls.

Further, Pursuant to Section 138 of the Companies Act, 2013
read with Companies (Accounts) Rules, 2014, the Board of
Directors of your Company upon recommendation of Audit
Committee appointed V P S & ASSOCIATES (Firm Reg. No.
009280S), Chartered Accountants as Internal Auditors in its
meeting held on 5^th May, 2025 to conduct the internal audit
for the financial year 2025-26.

Internal Financial Control Systems and
their Adequacy

Your Company has adequate internal control systems and
procedures, designed to effectively control its operations.
The internal control systems are designed to ensure that the
financial and other records are reliable for the preparation of
financial statements and for maintaining assets.

Your Company has well designed standard operating
procedures (SOPs), considering the essential components
of internal control as stated in the Guidance Note on Audit
of Internal Controls over Financial Reporting, issued by the
Institute of Chartered Accountants of India. Internal Auditor
conducts audit, covering a wide range of operational matters
and ensures compliance with specified standards.

The findings are reviewed by the top management and by
the Audit Committee of the Board of Directors. Based on
the deliberations with Statutory Auditors to ascertain their
views on the financial statements, including the financial
reporting system and compliance to accounting policies
and procedures, the Audit Committee was satisfied with
the adequacy and effectiveness of the internal controls and
systems followed by the Company.

Material Changes and Commitments
Affecting the Financial Position of the
Company from the end of the Financial
Year and till the Date of This Report

No material change and commitment affecting the financial
performance of the Company which occurred between the
end of the financial year of the Company to which the financial
statements relate and the date of this Report (i.e. from 1 April
2025 to 9 August 2025) except as mentioned below -

1. Commissioning of Formulation Plant set up
using IPO proceeds:

Pursuant to the objects stated in our Initial Public
Offering (IPO) Prospectus dated 28^th January, 2024,
the formulation plants of your Company (“NATL”)
and its Subsidiary (“NASPL”), established out of the
IPO proceeds at Singannaguda Village, Mulugu
Mandal, Siddipet District, Telangana, are completed
and commissioned from 7^th July 2025, marking the
commencement of production.

2. Board of Directors in their meeting held on 9^th August,
2025, upon recommendation of Nomination &
Remuneration committee, recommended for
re-appointment of Mr. Kiran Kumar Adapa (DIN:
09087754) as an Independent Director of the Company
for a second term of 5 (five) years commencing from
17^th March, 2026 to 16^th March, 2031, subject to
approval of members of the Company in the ensuing
shareholders meeting.

Appropriate resolutions for the Item No. 2 as mentioned
above is being moved at the ensuing 18^th AGM, which the
Board of Directors recommends for your approval.

Management Discussion & Analysis Report

The Management Discussion and Analysis Report, as
required under Regulation 34 & Schedule V of Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is provided as “Annexure
X”, and forms parts of this report.

Market Capitalisation Ranking

Below is the market capitalization ranking of the Company as
on 31^st December, 2024:

or impact of unfortunate events to maximize the realization of
opportunities. The Board oversees Company’s processes for
determining risk tolerance and review management’s action
and comparison of overall risk tolerance to established
levels. Major risks identified by the businesses and functions
are systematically addressed through appropriate actions on
a continuous basis.

The Company has a robust internal business management
framework to identify, evaluate business risks and
opportunities which seeks to minimize adverse impact on the
business objectives and enhance the Company’s business
prospects. The Company has an Internal Control System,
commensurate with the size and scale of its operations.

The Company has constituted Risk Management Committee,
the details of which are disclosed are in Corporate
Governance Report. The Company has also developed and
implemented a Risk Management Policy which is approved
by the Board in its meeting held on 27^th February, 2023
can be accessed from the website of the Company at
https://novaagri.in/investor-relations/policies/.

Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings
and Outgo

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3) (m) of the Companies Act,

2013 read with Rule 8 of The Companies (Accounts) Rules,

2014 is provided under “Annexure IV” forming part of
this report.

Information to be furnished under Rule
5 of Companies (Appointment and
Remuneration of Managerial Personnel)
Rules, 2014

The ratio of the remuneration of each director to the median’s
employee’s remuneration and other details in terms of
Section 197(12) of the Act read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, are provided in separate annexure forming part
of this report as “Annexure V.”

Disclosures, as required under Para A of
Schedule V of SEBI (Listing Obligations and
Disclosure) Requirements) Regulations, 2015

There are no transactions, with person(s) or entity(ies)
belonging to the Promoter / Promoter Group which
hold(s) 10% or more shareholding in the Company, as per
Schedule V (2A) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, during the period under
review, except the managerial remuneration being paid to
Promoters namely Mr. Kiran Kumar Atukuri, Promoter and
Managing Director and Mrs. Malathi Sirirpurapu, Promoter &

Whole-Time Director of the Company, however do not holds
10% or more shareholding in the Company.

Insider Trading Regulations

Based on the requirements of SEBI (Prohibition of Insider
Trading) Regulations, 2015, as amended from time to time,
the code of conduct for the Prohibition of Insider Trading,
as approved by the Board is implemented by the Company.
The Company, also, adopts the concept of trading window
closure, to prevent its Directors, Officers, Designated
Employees, their relatives from trading in the securities of
the Company at the time when there is unpublished price
sensitive information.

The Board has appointed Ms. Neha Soni, Company Secretary,
as the Compliance Officer.

The Company has duly implemented the Structured Digital
Database (SDD) facility as prescribed under SEBI (Prohibition
of Insider Trading) Regulations, 2015.

Secretarial Standards

Your Company is in compliance with the Secretarial
Standards on Meetings of the Board of Directors (SS - 1) and
General Meetings (SS - 2) issued by The Institute of Company
Secretaries of India and approved by the central government.

Industrial Relations

Your Directors are happy to report that the industrial
relations have been cordial at all levels throughout the year.
Your Directors record their appreciation for all the efforts,
support, and co-operation of all employees being extended
from time to time.

Human Resources

Your Company considers its human resources as the key to
achieve its objectives. Keeping this in view, your Company
takes utmost care to attract and retain quality employees. The
human resources systems procedures and the organizational
environment are all designed to nurture creativity, innovation
and greater efficiencies in its human capital. Training is an
integral element of the HR system. The employees are
sufficiently empowered, and such work environment propels
them to achieve higher levels of performance.

The unflinching commitment of the employees is the
driving force behind the Company’s vision. Your Company
appreciates the spirit of its dedicated employees.

Disclosure Under the Sexual Harassment
of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy
in line with the requirements of The Sexual Harassment
of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. Internal Complaints Committee (ICC)

has been set up to redress complaints received regarding
sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. The
policy can be accessed at the website of the Company at
https://novaagri.in/investor-relations/policies/.

Summary of harassment complaints during the financial year
under review:

• No. of sexual harassment complaints received: Nil

• No. of complaints disposed off: Nil

• No. of cases pending for more than 90 days complaints
disposed off: Nil

Disclosure Under the Maternity Benefit
Act, 1961

The Company has complied with the provisions of the
Maternity Benefit Act, 1961, including the amendments
introduced vide the Maternity Benefit (Amendment)
Act, 2017.

The Company provides all eligible female employees with
maternity benefits including paid leave, nursing breaks, and
other prescribed entitlements as mandated under the Act.

Further, the Company has implemented the following in
accordance with the law:

• Paid maternity leave of 26 weeks for eligible
women employees.

• Provision of nursing breaks and creche facility (as
applicable).

• Ensured that no discrimination is made in recruitment or
employment conditions on grounds of maternity.

• Awareness and sensitization programs conducted across
locations to support female employees during maternity.

• The Company remains committed to fostering a supportive
and inclusive workplace that prioritizes employee well¬
being and gender equity.

Certifications

The following certificates are annexed herewith to this report
as “Annexure XII - Certificates.”

• Compliance Certificate by Practicing Company
Secretaries regarding compliance of conditions of
Corporate Governance (Pursuant to Schedule V (E) of
the SEBI (LODR) Regulations, 2015)

• Certificate by Practicing Company Secretaries regarding
non-disqualification of directors (Pursuant to Schedule
V(C)(10)(i) of the SEBI (LODR) Regulations, 2015)

• Certificate by Secretarial Auditor w.r.t. ESOP Scheme
(Pursuant to Regulation 13 of the SEBI (SBEBASE)
Regulations, 2021)

• Confirmation by Board on Independent Directors
(Pursuant to Schedule V Para C clause (2)(i) of the SEBI
(LODR) Regulations, 2015)

• Declaration by Chief Executive Officer for compliance with
Code of Code of Board & senior management (Pursuant to
Schedule V Para D of the SEBI (LODR) Regulations, 2015)

• Certificate of the Chief Executive Officer and Chief
Financial Officer of the Company on financial statements
and applicable internal controls (Pursuant to Regulation
17(8) and 33(2) (a) of the SEBI (LODR) Regulations, 2015)

Disclosures with Respect to the Demat
Suspense Account/Unclaimed Suspense
Account

The Company do not have any shares in the demat suspense
account/unclaimed suspense account.

Disclosures of Certain Types of Agreements
Binding Listed Entities

No agreement has been executed by the shareholders,
promoters, promoter group related parties, Directors,
KMPs and employees of the Company and its Subsidiary
pursuant to Regulation 30A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015 which might
Impact the management or control of the Company / Impose
any restriction on the Company., except in normal course of
business / Impose any liability on the Company., except in
normal course of business.

Other Disclosures

During the year under review -

• Your Company has not revised financial statement(s).

• Business Responsibility and Sustainability Report
(ESG reporting) is not applicable to the Company.

• No special rights have been granted to any shareholders
of the Company, hence no compliance pursuant to
Regulation 31B of SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015 is required.

• There were no instances of failure of implementation of
any Corporate Actions.

• Company has not defaulted in payment of interest and/ or
repayment of loans to any of the financial institutions and/
or banks during the year under review.

• Your Company has not issued any non¬
convertible securities.

• Your company has only one class of shares i.e. equity
shares. All the equity shares of the Company are held in
dematerialized form.

The additional information required to be given under the
Companies Act, 2013 and the Rules made thereunder, has
been laid out in the Annexures and Notes attached to the
Financial Statements forming part of this report.

Appreciation

The Directors express their appreciation to all employees of
the various divisions for their diligence and contribution to
performance. The Directors also record their appreciation for
the support and co-operation received from bankers and all
other stakeholders Last but not the least, the Directors wish
to thank all shareholders for their continued support.

By the Order of the Board

For Nova Agritech Limited

Sd/- Sd/-

Rajesh Cherukuri Kiran Kumar Atukuri

Whole-Time-Director Managing Director

DIN: 09840611 DIN:08143781

Place: Singannaguda
Date: 9^th August, 2025