Best Agrolife Ltd Directors Report

To

The Members

Your directorsRs. take pleasure in presenting the 35^th Annual Report on the business and operations of Best Agrolife Limited
("the Company") along with the Audited Financial Statements for the year ended March 31, 2026. The consolidated
performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL HIGHLIGHTS

Amount (Rs. in crores)

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue from operations	907.27	1143.65	1256.67	1814.31
Other income (Net)	9.62	6.03	4.70	4.58
Total Income	916.89	1149.68	1261.37	1818.89
Profit before financial expenses, depreciation	78.44	108.89	105.08	204.82
Less: Financial expenses	30.23	40.96	53.66	65.66
Depreciation/Amortization	6.28	7.06	41.60	42.87
Profit before tax	41.93	60.87	9.82	96.29
Tax expenses	11.54	16.40	0.95	26.40
Profit after tax for the year	30.39	44.47	8.87	69.89
Total Comprehensive income for the year	32.38	47.42	18.24	80.20

STANDALONE & CONSOLIDATED
PERFORMANCE

During the financial year, the Company on a standalone
basis has reported a total revenue of Rs. 907.27 crores
against Rs. 1143.65 crores in the previous financial year.
The profit (after tax) stood at Rs. 30.39 crores against
Rs. 44.47crores in the previous financial year.

During the financial year, the Company on a consolidated
basis has reported a total revenue of Rs. 1256.67 crores
against Rs. 1814.31 crores in the previous financial year.
The profit (after tax) stood at Rs. 8.87 crores against Rs. 69.89
crores in the previous financial year.

STATE OF COMPANYRs.S AFFAIRS AND
OPERATIONS

The Company reported consolidated revenue from
operations of Rs. 1,257 crore for FYRs.26 as compared to
Rs. 1,814 crore in FYRs.25. EBITDA stood at Rs. 100 crore, while
Profit After Tax (PAT) for the year stood at Rs. 9 crore.

Gross margin for the year stood at Rs. 380 crore as against
Rs. 531 crore in FYRs.25. Gross margin percentage improved to
30% compared to 29% in the previous year. The margin was
maintained despite challenges in rising input costs.

EBITDA for FYRs.26 stood at Rs. 100 crore as compared to
Rs. 200 crore in FYRs.25, while EBITDA margin stood at 8%
versus 11% in the previous year.

During FY26, we expanded our specialty and patented
product portfolio with the launch of three patented
formulations, Bestman, Fetagen and Shot Down. As part of

our ongoing innovation-led strategy, we will be launching
four additional patented products in FYRs.27; Fluzam,
Midcotin, Cubax Power Extra and Trishanku.

We also strengthened our intellectual property portfolio
during FY26 with the grant of seven patents spanning
insecticides, fungicides, herbicides and also our own
patented Nano Urea.

The impact of Gulf conflict was felt in Q4 with raw
material prices witnessing a sharp increase. In response,
we strategically curtailed sales during March across
both B2B and B2C segments to avoid lower realization
sales. This decision impacted potential revenues of
approximately Rs. 50-70 crore during the last quarter. To
mitigate rising input costs, we implemented two rounds
of price increases, the first in early April and the second in
May 2026. We expect these pricing actions to correct the
profitability going forward.

Despite the challenging environment, the company
remained focused on operational discipline, working
capital optimization, portfolio rationalization, strengthening
channel engagement and OPEX reduction.

Inventory reduction has remained a key operational focus
area. Inventory levels have reduced significantly over the
last two years, from Rs. 958 crore in FY24 to Rs. 773 crore in
FY25 and further to Rs. 651 crore as of March 31, 2026. We
reduced OPEX by 15% year-on-year, from Rs. 331 crore in
FYRs.25 to Rs. 280 crore in FYRs.26.

With a focus on improving our top line and gross margin, we
will be executing a cohesive strategy of manufacturing high
value technicals, introducing new products and keeping

expenses under control. Our brand sales will continue to be
disciplined with tight returns controls, agile market pricing
and inventory controls.

DIVIDEND

The Directors are pleased to recommend a dividend of
Rs. 0.10 per share (i.e. 10%) on the Equity Shares of the
Company of Rs. 1/- each for the year ended March 31,
2026 (previous year Rs. 3 per share i.e. 30% on the Equity
Shares of the Company of Rs. 10/- each). If the dividend, as
recommended above, is declared at the ensuing Annual
General Meeting (Rs.AGMRs.) to be held on Tuesday September
29, 2026, the total outflow towards dividend on Equity
Shares for the year would be Rs. 3.55 crore (Previous year
Rs. 7.09 crore).

The record date for the purposes of the final dividend
will be September 22, 2026 and will be paid on or after
September 29, 2026.

DIVIDEND DISTRIBUTION POLICY

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

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

SHARE CAPITAL

The paid-up share capital of the Company as on March 31,
2026 was Rs. 35,46,71,100/- (Thirty-Five Crores Forty-Six
Lacs Seventy-One Thousand One Hundred Only) divided
into 35,46,71,100 (Thirty-Five Crores Forty-Six Lacs
Seventy-One Thousand One Hundred) Equity Shares of
Rs. 1/-each. During the year under review, the Company has
sub-divided its each Equity Shares having nominal face value
of Rs. 10/- (Rupees Ten Only) each into 10 (Ten) Equity Shares
having nominal face value of Rs. 1/- (Rupee One Only) each
fully paid-up.

During the year under review, the Company has allotted
11,82,23,700 Bonus Shares in the proportion of 1:2, i.e., 1
(One) fully paid-up equity share for every 2 (Two) existing
fully paid-up equity shares held by the members of the
Company as on the record date, in accordance with the
applicable provisions of the Companies Act, 2013 and
other applicable regulations.

Consequent to the aforesaid allotment, the issued,
subscribed, and paid-up share capital of the Company
stands increased.

CHANGE IN NATURE OF BUSINESS

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

TRANSFER TO GENERAL RESERVE

As permitted under the provisions of the Companies Act,
2013, the Board do not propose to transfer any amount

to general reserve on declaration of Dividend and has
decided to retain the entire amount of profit for Financial
Year 2025-26 in the profit and loss account.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

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

EMPLOYEE STOCK OPTION SCHEME

The Company has implemented Best Agrolife Employee
Stock Option Scheme 2024Rs. "ESOS 2024"/"Scheme"
(hereinafter referred to as the "Scheme"). The Scheme
was approved by the shareholders at the Annual General
meeting held on September 30, 2024. The maximum
number of options to be granted under the ESOS 2024
shall not exceed 6,00,000 options, convertibles into equity
shares of the Company, which is approximate 2.5% of
the paid-up share capital of the Company as on the date
of approval of the scheme. One option shall entitle the
eligible employee to one equity share. The Nomination
and Remuneration Committee of the Board ("NRC")
is empowered to administer this scheme including to
determine the eligible employees, the vesting period and
exercise price of the options. The Scheme is in compliance
with the SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021, as amended from time to time,
(the Rs.SEBI ESOP Regulations 2021Rs.).

As of the date of this Report, no stock options have been
granted to employees under the approved ESOP. The
Company intends to grant options to eligible employees
as per the terms of the Scheme and in alignment with the
CompanyRs.s long-term growth objectives.

The details of Employee Stock Options pursuant to
Section 62 of the Act read with Rules made thereunder
and Regulation 14 of the Securities and Exchange Board
of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 (SEBI SBEB Regulations) are annexed as
Annexure-7.

During the year there were no options granted to the
eligible employees under ESOS 2023. Certificate from the
Secretarial Auditors of the Company, confirming that the
schemes have been implemented/or being implemented in
accordance with the said SEBI SBEB Regulations, would be
placed at the ensuing AGM of the company for inspection
by the members.

DEBENTURE

During the Financial Year under review, the company has
neither issued any debentures nor has any outstanding
debentures.

PUBLIC DEPOSITS

No deposits have been accepted from the public during the
year under review and no amount on account of principal
or interest on deposits from the public was outstanding as
on March 31,2026.

LISTING OF SHARES

The equity shares of the company are listed on BSE
Limited (BSE) with scrip code 539660 and on National
Stock Exchange of India Limited ( NSE) with scrip Symbol
BESTAGRO. The company confirms that the annual listing
fees to the stock exchange for the FY 2026-27 has been
duly paid.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS MADE WITH RELATED
PARTIES

The Company has formulated a Policy on Related Party
Transactions in accordance with the Act and the SEBI
Listing Regulations including any amendments thereto for
identifying, reviewing, approving and monitoring of Related
Party Transactions (Rs.RPTsRs.). The said Policy is available
on the CompanyRs.s website at https://www.bestagrolife.
com/investors/Policy On Materiality And Dealing With
Related Party Transactions.pdf.

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

The RPTs entered into during the year under review were
on armRs.s length basis, in the ordinary course of business
and were in compliance with the applicable provisions
of the Act read with the rules framed thereunder and the
SEBI Listing Regulations. Information on transactions with
related parties pursuant to Section 134(3)(h) of the Act read
with Rule 8(2) of the Companies (Accounts) Rules, 2014 in
Form AOC-2 attached as an Annexure-2 is applicable to
the Company for the Financial Year 2025-26 and hence
forms part of this report.

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

CORPORATE GOVERNANCE REPORT

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

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis Report, which
gives a detailed account of state of affairs of the operations
of the Company forms part of this Annual Report. The Audit
Committee of the Company has reviewed the Management
Discussion and Analysis report of the Company for the year

ended March 31,2026 as required under the provisions of
the SEBI (LODR), 2015.

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

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

CONSOLIDATED FINANCIAL STATEMENTS

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

SUBSIDIARIES/JOINT VENTURE COMPANIES

As on March 31, 2026 the Company have five (5)
subsidiaries, out of which four (4) subsidiary companies
are registered in India and remaining one (1) is registered
outside India. The Company is also having one step
down subsidiary. There are no associates or joint venture
companies within the meaning of Section 2(6) of the
Companies Act, 2013 ("Act"). There has been no material
change in the nature of the business of the subsidiaries.

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

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

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

CODE OF CONDUCT

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

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

HUMAN RESOURCES MANAGEMENT

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

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

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

As on March 31, 2026, the Company had a total count of
454 employees.

PARTICULARS OF EMPLOYEES AND
REMUNERATION

Disclosures pertaining to remuneration and other details
as required under Section 197(12) of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
is annexed with this report as an Annexure-6. Particulars
of employees, as required under Section 197(12) of the
Companies Act, 2013 read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, form part of this report.

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

INTERNAL FINANCIAL CONTROL

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

CREDIT RATINGS

As on March 31, 2026 the Company had a rating of CRISIL
BBB/Stable assigned by CRISIL Ratings for bank loan
facilities aggregating to Rs. 405 crores:

Facilities/ Instruments	Rating Assigned	Size of the issue
Long Term	CRISIL BBB/	405.00 crores
Rating- Bank	Stable
Loan Facilities

BOARD MEETINGS

During the year, 10 (Ten) Board Meetings were convened.
The details of meetings are provided in the Corporate
Governance Report. The intervening gap between two
consecutive meetings was within the period prescribed
under the Companies Act, 2013, Secretarial Standards
on Board Meetings and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as amended
from time to time.

Further one resolution was passed by the Board of Directors
through Resolution by Circulation on 15 May, 2025 in
compliance with the provisions of Section 175 and other
applicable provisions of the Companies Act, 2013.

BOARD EVALUATION

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

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

POLICY ON DIRECTORSRs. APPOINTMENT AND
REMUNERATION

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

AUDIT COMMITTEE

As on March 31, 2026, the Audit Committee comprised of
two Non-Executive Independent Directors, namely Mr. Braj
Kishore Prasad & Mrs. Chetna, and one Non-Executive Non-
Independent Director, namely Mr. Pramod Narayan Karlekar.

Mrs. Chetna is the Chairman of the Committee.

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

During the year, seven (7) Audit Committee Meetings
were held, details of which are provided in the Corporate
Governance Report.

AUDITORS AND THEIR REPORT

(a) Statutory Auditors

At the 34^th AGM of the Company held on September 30,
2025, pursuant to the provisions of the Act and the Rules
made thereunder, Walker Chandiok & Co LLP, Chartered
Accountants (Firm Registration No. 001076N/N500013),
were appointed as Statutory Auditors of the Company from
the conclusion of the 34^th AGM till the conclusion of the
39^th AGM to be held in the year 2030.

The Audit Report of Walker Chandiok & Co LLP on the
Financial Statements of the Company for FY 2025-26 forms
part of this Annual Report. The Report does not contain any
qualification, reservation, adverse remark or disclaimer.

(b) Secretarial Auditors

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

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

In accordance with the SEBI Listing Regulations, the
Board of the Company has appointed. M/s. Rakhi Rani,

Practising Company Secretaries, a Peer reviewed firm, as
the Secretarial Auditors of the Company for conducting
Secretarial Audit and issue the Secretarial Audit Report
for a term of consecutive five (5) years from Financial Year
April 1, 2025 to March 31,2030.

(c) Cost Auditors

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.

(d) Internal Auditor

The Company has an in-house Internal Audit
function. During the year under review, based on the
recommendation of the relevant Committees, M/s SHPH &
Associates, Chartered Accountants, partner Mr. Harjinder
Kumar Khattar (Membership No: 084574) was appointed
as Internal Auditor of the Company.

RISK MANAGEMENT

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

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

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

TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND

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

Accordingly, the Company has transferred unpaid/
unclaimed dividend for up to FY 2017-18 along with

relevant shares to the Investor Education and Protection
Fund (IEPF). The details are also available on the website of
the Company at www.bestagrolife.com.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

The Company has spent the entire 2% of the net profits
earmarked for CSR projects during the Financial Year
2025-26. A Report on the CSR initiatives undertaken
by the Company as per the Companies (Corporate
Social Responsibilities Policy) Rules, 2014 is annexed as
Annexure-4. The detail of the CSR Committee and its
composition is provided in the Corporate Governance
Report which forms part of this annual report.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the
Companies (Management and Administration) Rules, 2014
read with Section 134(3)(a) of the Act, the Annual Return
in Form MGT-7 as on March 31, 2026 is available on the
CompanyRs.s website at www.bestagrolife.com.

WHISTLE BLOWER POLICY (VIGIL
MECHANISM)

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

SECRETARIAL STANDARDS

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

DISCLOSURES AS PER THE SEXUAL

HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

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

The following is a summary of sexual harassment complaints
received and disposed of during financial year 2025-26:

Particulars	Details
Number of complaints pending as at the beginning of the financial year	Nil
Number of complaints filed during the financial year	Nil
Number of complaints disposed during the financial year	Nil
Number of complaints pending as at the end of the financial year	Nil

FRAUDS REPORTED BY AUDITORS

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

MAINTENANCE OF COST RECORDS

Pursuant to Sub section (1) of Section 148 of the Companies
Act, 2013, the maintenance of cost records as specified by
the Central Government is not required by the company
and accordingly such accounts and records are not made
and maintained by the company.

DISCLOSURE UNDER MATERNITY BENEFITS
ACT, 1961

The Company confirms that it has complied with the
provisions relating to maternity benefit as prescribed under
the Maternity Benefit Act, 1961.

BUSINESS RESPONSIBILITY &

SUSTAINABILITY REPORT

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

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

In accordance with the provisions of Section 152 of the
Act, Mr. Vimal Kumar (DIN: 01260082) Managing Director
of the Company, is liable to retire by rotation at the ensuing
Annual General Meeting and being eligible, offers himself
for re-appointment.

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

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

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

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

Mr. Vimal Kumar was re-appointed as Managing Director
with effect from 14^th August, 2025, and his appointment
was approved by the members in the Annual General
Meeting.

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

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

During the year Mrs. Astha Wahi, Company Secretary &
Compliance Officer resigned with effect from 31^st October,
2025 and Mrs. Aarti Arora joined as CS & Compliance
Officer with effect from 01^st November, 2025.

Pursuant to the provisions of Sections 2(51) and Section
203 of the Companies Act, 2013, the Key Managerial
Personnel of the Company as on March 31, 2026 were
Mr. Vimal Kumar, Managing Director, Mr. Vikas Sohanlal
Jain, Chief Financial Officer and Mrs. Aarti Arora, Company
Secretary & Compliance Officer.

DIRECTORSRs. RESPONSIBILITY STATEMENT

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

i. that in the preparation of the Annual Accounts for
the year ended March 31, 2026, the applicable
accounting standards have been followed and there
are no material departures;

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

iii. that proper and sufficient care has been taken for
the maintenance of adequate accounting records
in accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

iv. that the Annual Accounts for the year ended March 31,
2026 have been prepared on a going concern basis;

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

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

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

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

Upon receipt of in principle approval from stock exchanges,
the Board at its meeting held on 27^th December, 2024
allotted 23,43,750 warrants instead of 31,25,000 warrants
on preferential basis convertible into one fully paid equity
share of face value of Rs. 10/- each at a premium of Rs. 630/-
per equity share for each warrant, in one or more tranches,

within a period of 18 months from the date of allotment
of the warrants, in accordance with the SEBI (ICDR)
Regulations.

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

During F.Y 2025-26 no warrants were converted into Equity
Shares as the balance 75% have not been received from
the respective allottees. The upfront 25% of proceeds
realized has been fully utilized by the company.

In terms of the conditions of issue of the warrants and
Regulation 169 of the SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018 ("SEBI ICDR Regulations"),
the warrant holders were entitled to exercise the option
for conversion of the warrants into equity shares within a
period of 18 (eighteen) months from the date of allotment
by paying the balance consideration. The said conversion
period expired on June 26, 2026. As the warrant holders
failed to exercise the conversion option and did not pay
the balance consideration within the stipulated period,
the Board of Directors, at its meeting held on June 27,
2026, took note of the lapse of warrants and approved the
forfeiture of the initial amount of Rs. 37.50 crore received
by the Company at the time of allotment of the aforesaid
warrants, in accordance with the terms of issue of the
warrants and the applicable provisions of the SEBI ICDR
Regulations.

OTHER DISCLOSURES

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

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

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

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

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

v. Buy-back of shares.

ACKNOWLEDGEMENTS

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

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