Gurunanak Agriculture India Ltd Directors Report

To,

The Members of

M/s Gurunanak Agriculture India Limited

(Formerly Known as Gurunanak Agriculture India Private Limited)

(CIN: L29253CT2010PLC016944)

Durg (C.G.)

Your directors are pleased to submit the 16th Boards Report on the business and operations of your Company (“the Company” or “Gurunanak Agriculture India Limited”), along with the audited financial statements, for the financial year ended 31st March, 2026.

1) FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY:

The Financial Results for the year ended 31st March, 2026 and the corresponding figure for the previous year are as under:

PARTICULARS	F.Y. 2025-26	F.Y. 2024-25
	(Rs. in Lakhs)
Revenue from operations	4208.23	4385.65
Other Income	27.45	9.77
Profit before depreciation, exceptional, extraordinary item and tax	928.57	904.83
Less: Depreciation & Amortization expense	(79.12)	(70.32)
Profit before exceptional, extraordinary item and tax	849.45	834.51
Less: Exceptional item (Loss on Sale of Babina Unit)	-	(8.27)
Less: Extraordinary item	-	-
Add/Less: Prior period item	-	5.46
Profit before tax	849.45	831.70
Less: Tax expense	(241.07)	(196.61)
Profit after tax	608.38	635.09
Earning Per Share (In Rs.)	6.03	7.78

2) STATE OF COMPANYS AFFAIRS:

During the financial year under review, the Company continued to maintain a resilient operating performance despite a challenging business environment. The Companys revenue from operations stood at Rs. 4,208.23 lakh as compared to Rs. 4,385.65 lakh in the previous financial year. While revenue moderated during the year, the Company remained focused on strengthening operational efficiency, improving cost discipline and maintaining healthy profitability.

The Companys Profit before Depreciation, Exceptional, Extraordinary Items and Tax (PBDIT) increased to Rs. 928.57 lakh from Rs. 904.83 lakh in the previous year, reflecting an improvement in underlying operating performance. Profit before tax, before exceptional items, also increased to Rs. 849.45 lakh from Rs. 831.70 lakh, demonstrating the Companys continued ability to protect its profitability through operational efficiencies and prudent cost management.

Other income increased significantly to Rs. 27.45 lakh, compared to Rs. 9.77 lakh in the previous year, primarily comprising interest income, export duty drawback, gains on foreign exchange translation and GST refund. The Company also continued to exercise disciplined control over its operating and administrative costs, while maintaining focus on improving overall efficiency.

The Company reported a Profit After Tax (PAT) of Rs. 608.38 lakh for the financial year under review, as against Rs. 635.09 lakh in the previous year. The decline in PAT was primarily influenced by the higher tax expense during the year. Accordingly, Earnings Per Share (EPS) stood at Rs. 6.03, compared to Rs. 7.78 in the previous financial year.

The Management remains focused on strengthening the Companys core business, enhancing operational efficiencies, optimising costs and pursuing opportunities for sustainable and profitable growth. With a sound financial position, continued emphasis on operational excellence and a clear focus on long-term value creation, the Company is well positioned to navigate evolving market conditions and build sustainable value for its shareholders and other stakeholders.

The Company will continue to pursue its business strategy with a balanced approach towards growth, profitability, operational efficiency and prudent financial management, while remaining committed to delivering sustainable performance and enhancing shareholder value over the long term.

3) CHANGES IN NATURE OF BUSINESS:

There is no Change in the nature of the business / operation of the Company done during the year under review.

4) CHANGES IN CAPITAL STRUCTURE AND INITIAL PUBLIC ISSUE:

The Company has successfully completed the Initial Public Offer (IPO). The IPO comprised of fresh issue of 38,40,000 Equity Shares of Rs. 10/- each at an issue price of Rs. 75/- (including Rs. 65/- towards securities premium) per equity share. The Board allotted 38,40,000 Equity Shares of Rs. 10/- each to the successful applicant on 29th September, 2025. The equity shares of the Company got listed on 1st October, 2025 on the NSE EMERGE SME platform.

As on 31st March, 2026, the Authorised & Paid-up share capital of the Company stood at Rs. 12,50,00,000/- and Rs. 12,00,00,000/- respectively. Further, the Company has not undertaken any buy back or split during the year under review.

5) CHANGE IN THE CORPORATE IDENTIFICATION NUMBER OF THE COMPANY:

Pursuant to the listing of the Equity Shares of the Company on the NSE Emerge SME Platform, the Corporate Identification Number (CIN) of the Company has been changed from U29253CT2010PLC016944 to L29253CT2010PLC016944, reflecting the change in the listing status of the Company. Accordingly, as on the date of this Report, the CIN of the Company is L29253CT2010PLC016944.

6) ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION:

During the financial year under review, the Company has not undertaken any alteration or amendment to the Memorandum and Articles of Association of the Company.

7) DIVIDEND:

In order to conserve the resources of the Company, your Directors do not recommend any dividend for the year under review.

8) TRANSFER TO RESERVE:

During the financial year under review, the Company has not transferred any amount from its profits to the General Reserve or any other specific reserve.

Further, pursuant to the Initial Public Offer (IPO) of the Company, comprising a fresh issue of 38,40,000 Equity Shares of face value of Rs. 10/- each at an issue price of Rs. 75/- per Equity Share, including a securities premium of Rs. 65/- per Equity Share, the Securities Premium Account of the Company has increased by Rs. 24,96,00,000/- during the year under review.

9) PUBLIC DEPOSITS:

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Further, details of monies received from directors and/or their relatives have been disclosed in the Notes to the Financial Statement.

10) UTILISATION OF FUNDS RAISED THROUGH IPO:

During the year under review, the Company re-allocated/interchanged certain unutilised proceeds of the Initial Public Offering (“IPO”) towards the working capital requirements of the Company, pursuant to the approval of the Board of Directors at its meeting held on February 02, 2026. The said re-allocation was made in accordance with the disclosed Objects of the Issue and did not constitute any variation in the fundamental objects of the Issue. The details of utilisation and re-allocation of the IPO proceeds are disclosed in the Notes to the Financial Statements forming part of this Annual Report.

11) DEMATERIALISATION OF SHARES & REGISTRAR AND SHARE TRANSFER AGENT:

As on 31st March, 2026, the equity shares of the Company held in demat form represents 100% of the total issued and paid-up capital of the Company. The Company ISIN No. is INE1CCX01012. M/s Cameo Corporate Serv Ltd (SEBI Reg. No. IN200176) is the Registrar and Share Transfer Agent of the Company and handles investors related matters under the supervision of the Company.

12) DIRECTORS & KEY MANAGERIAL PERSONNEL:

During the financial year under review, there was no change in the Board of Directors and Key Managerial Personnel (KMP) of the Company.

Further, in compliance with the provisions of Section 203 of Companies Act, 2013 and the rules made thereunder, the Company has following Key Managerial Personnel (KMPs)-

S. No.	Name	DIN/PAN	Designation
1	Mr. Harjeet Singh	02241438	Managing Director
2	Mrs. Jaspreet Kaur	09615927	Whole-time director
3	Mr. Devendra Kumar Sinha	DRTPS1879A	Chief Financial Officer (CFO-KMP)
4	Mrs. Prachi Agrawal	DPLPA5134L	Company Secretary (KMP)

Pursuant to the provisions of Section 152 of the Companies Act, 2013, and as per clauses of Articles of Association of the Company, Shri Harjeet Singh (DIN- 02241438) is liable to retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. Necessary resolution for his re-appointment is included in the Notice of AGM for seeking approval of Members. The Directors recommend his re-appointment for your approval. A brief profile of Shri Harjeet Singh (DIN- 02241438) will be given in the Notice convening the forthcoming AGM for reference of the shareholders.

13) INDEPENDENT DIRECTORS AND DECLARATION:

In compliance with the provisions of Section 149(6) of the Companies Act, 2013 and the rules made thereunder, the Company has the following persons as Independent Directors on the Board of Directors of the Company-

1) Mr. Sashi Bhusan Sharma (DIN- 10871942)

2) Mr. Nihal Chand Jain (DIN- 10863012)

In accordance with the provisions of Section 149(7) of the Companies Act, 2013, each of the Independent Directors has confirmed to the Company that he or she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (the Listing Regulations) as amended.

In the opinion of the Board of Directors, all Independent Directors of the Company fulfil the conditions specified in the Act and Rules made thereunder.

In the opinion of the Board, there has been no change in the circumstances which may affect the status of Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

During the financial year ended 31st March, 2026, the Independent Directors met once to discuss key matters, including growth strategies, business strategy and leadership, quality and timely flow of information to the Board, compliance and corporate governance, human resource matters, and performance evaluation of Executive Directors. The meeting also provided an opportunity to review matters arising from Board and Committee discussions and to exchange views on strategic, operational and governance-related matters, thereby supporting the effective oversight of the Company.

14) DIRECTORS RESPONSIBILITY STATEMENT:

As required under section 134 (5) of the Companies Act, 2013, your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit & loss of the company for that period;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the directors had prepared the annual accounts on a going concern basis;

(v) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively, and

(vi) 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.

15) NUMBER OF MEETINGS OF THE BOARD:

08 (Eight) Board Meetings were held during the financial year ended 31st March, 2026, in accordance with the provisions of Companies Act, 2013 and the rules made thereunder.

16) COMMITTEES OF THE BOARD:

AUDIT COMMITTEE:

As on the closure of the financial year under review, the Audit Committee of the Company comprises of the following 03 (Three) Directors:-

S. No.	Name	DIN	Category	Designation
1.	Mr. Nihal Chand Jain	10863012	Independent Director	Chairman
2.	Mr. Sashi Bhusan Sharma	10871942	Independent Director	Member
3.	Mr. Kamaljeet Singh Kalsi	09615928	Non- Executive Director	Member

Mrs. Prachi Agrawal (ACS- 62972), Company Secretary & Compliance Officer of the Company, acts as Secretary to the Committee. The Members of Audit Committee have adequate knowledge of Accounts, Audit and Finance.

During the year under review, there has been no instance where the recommendations of the Audit Committee have not been accepted by the Board. The terms of reference of the Audit Committee are in accordance with the provision of the Companies Act, 2013 and in line with SEBI Listing Regulations although the listing regulation pertaining to Audit Committee is not applicable to the Company.

NOMINATION & REMUNERATION COMMITTEE:

As on the closure of the financial year under review, the Nomination & Remuneration Committee of the Company comprises of the following three Directors:-

S. No.	Name	DIN	Category	Designation
1.	Mr. Nihal Chand Jain	10863012	Independent Director	Chairman
2.	Mr. Sashi Bhusan Sharma	10871942	Independent Director	Member
3.	Mr. Kamaljeet Singh Kalsi	09615928	Non- Executive Director	Member

Mrs. Prachi Agrawal (ACS- 62972), Company Secretary & Compliance Officer of the Company, acts as Secretary to the Committee. A copy of the companys policy on Nomination and Remuneration/ Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of directors and other matters provided under section 178(3) is available at the website of the Company- www.gnagro.com.

During the year under review, there has been no instance where the recommendations of the Nomination and Remuneration Committee have not been accepted by the Board. The terms of reference of the Nomination and Remuneration Committee are in accordance with the provision of the Companies Act, 2013 and in line with SEBI Listing regulations although the listing regulation pertaining to Nomination and Remuneration Committee is not applicable to the Company.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company has a Stakeholders Relationship Committee consisting of the following directors in compliance with the provisions of Section 178(5) of the Companies Act, 2013 and the rules made thereunder:

S. No.	Name	DIN	Category	Designation
1.	Mr. Kamaljeet Singh Kalsi	09615928	Non- Executive Director	Chairman
2.	Mr. Harjeet Singh	02241438	Managing Director	Member
3.	Mr. Nihal Chand Jain	10863012	Independent Director	Member

Mrs. Prachi Agrawal (ACS- 62972), Company Secretary & Compliance Officer of the Company, acts as Secretary to the Committee. During the year under review, there has been no instance where the recommendations of the Stakeholders Relationship Committee have not been accepted by the Board. The terms of reference of the Stakeholders Relationship Committee are in accordance with the provision of the Companies Act, 2013 and in line with SEBI Listing Regulations although the listing regulation pertaining to Stakeholders Relationship Committee is not applicable to the Company.

17) POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for the selection and appointment of Directors and Senior Management Personnel and their remuneration. The Companys policy relating to the Directors appointment, payment of remuneration, criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) is available on the website of the Company at www.gnagro.com.

18) VIGIL MECHANISM:

To meet the requirement under Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations the Company has adopted a vigil mechanism named Whistle Blower Policy for directors and employees to report genuine concerns, which shall provide adequate safeguards against victimization of persons who use such mechanism. Under this policy, we encourage our employees to report any reporting of fraudulent financial or other information to the stakeholders, any conduct that results in violation of the Companys Code of Business Conduct, to management (on an anonymous basis, if employees so desire).

Likewise, under this policy, we have prohibited discrimination, retaliation, or harassment of any kind against any employee who, based on the employees reasonable belief that such conduct or practice has occurred or are occurring, reports that information or participates in the said investigation. The Whistle Blower Policy is displayed on the Companys website at www.gnagro.com.

No individual in the Company has been denied access to the Audit Committee or its Chairman during the financial year ended 31st March, 2026.

19) BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, Regulation 17(10) of the Listing Regulations and in line with our corporate governance guidelines, peer evaluation of all Board members, annual performance evaluation of its own performance, as well as the evaluation of the working of Boards Committees was undertaken. This evaluation is led by the Chairman of the Nomination and Remuneration Committee with a specific focus on the performance and effective functioning of the Board and its Committees. The evaluation process, inter alia, considers attendance of Directors at Board and committee meetings, acquaintance with business, communication inter se board members, the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, 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 report on the performance evaluation of the Individual Directors was reviewed by the Board and feedback was given to the Directors.

20) REPORTING OF FRAUD:

During the year under review, the Statutory Auditors and Internal Auditor of the company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013. Further, no case of Fraud has been reported to the Management of the Company from any other sources.

21) MAINTENANCE OF COST RECORDS:

The provision under section 148(1) of the Act, regarding maintenance of cost records does not apply to the Company.

22) COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, the Company has duly complied with the applicable provisions of 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 (ICSI).

23) ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has an adequate internal financial controls system with reference to the Financial Statements which is commensurate with the size, scale, and complexity of its operations.

To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board. Internal Audit is conducted by an Independent Professional Firm of Chartered Accountants. The Internal Audit Reports are reviewed and discussed periodically. The representative of Statutory Auditors and the Internal Auditors are invitees to the Audit Committee meetings. The measures as suggested by the Audit Committee are implemented as per the direction of the Audit Committee.

24) RISK MANAGEMENT:

The Company has a Risk Management Policy to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. Pursuant to the policy, your directors periodically review the risks associated with the business which may threaten the prospects of the Company. At present, the Company has not identified any element of risk which may threaten the existence of the company.

25) CORPORATE GOVERNANCE:

During the year under review, the requirement specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (LODR) Regulations, 2015 are not applicable to the Company. In addition to the applicable provisions of the Companies Act, 2013 become applicable to the company immediately up on the listing of Equity Shares on the N SE SME. However, the Company has complied with the corporate governance requirement, particularly in relation to appointment of Independent Directors including woman director in the Board, constitution of an Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The Board functions either on its own or through committees constituted thereof, to oversee specific operational areas.

26) NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS:

As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations,2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f., 1st April, 2017. As your Company is listed on SME Platform of NSE, it is covered under the exempted category and not required to comply with IND-AS for preparation of financial statements.

27) PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. The

Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed on the Companys website at www.gnagro.com.

28) TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, 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 are also to be transferred to the Demat account of the IEPF Authority.

During the year, there was no unclaimed and unpaid dividend and corresponding equity shares on which dividend were unclaimed/unpaid for seven consecutive years which was required to be transferred as per the requirement of the IEPF Rules. Further, pursuant to the provisions of Section 124(6) of the Act read with the relevant Rules made thereunder, as there was no equity shares on which dividend has not been paid or claimed for seven (7) consecutive years or more, no shares are due for transfer to the IEPF as notified by the Ministry of Corporate Affairs.

29) MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments affecting the financial position of the Company occurred during the period from the end of the financial year to which the financial statement related till the date of this report.

30) SIGNIFICANT AND MATERIAL ORDERS:

During the financial year under review, pursuant to the application made by the Company before the Registrar of Companies, Bilaspur (Chhattisgarh), for adjudication of penalty under Section 454 of the Companies Act, 2013 (“Act”) in respect of the earlier non-compliance with the provisions of Section 42 of the Act and the rules made thereunder, an order was passed by the Adjudicating Officer, being the Registrar of Companies, Bilaspur (Chhattisgarh), on 10th September, 2025. Pursuant to the said order, the Company has paid a penalty of Rs. 1,80,000/- (Rupees One Lakh Eighty Thousand only).

Except as stated above, no significant and material orders have been passed by any regulator, court, tribunal, statutory authority or quasi-judicial authority during the financial year under review, which would adversely impact the going concern status of the Company or its future operations.

31) SUBSIDIARIES. TOINT VENTURES & ASSOCIATE COMPANIES:

Your Company is not having any subsidiary company, Joint Ventures & Associate Companies.

32) PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS:

During the financial year under review, the Company has not made any loans/ investments/ given guarantees/ provided securities to other bodies corporate or persons covered under the provisions of section 186 of the Companies Act, 2013. However, the Company has given Capital advances (details of which are disclosed in the Notes to the financial statements.

33) CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the provisions of Section 135 of the Companies Act, 2013 (“Act”), read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (“CSR Rules”), the Company is required to comply with the provisions relating to Corporate Social Responsibility (“CSR”), as the net profit of the Company, as computed in accordance with the applicable provisions of the Act, exceeded the threshold prescribed under Section 135(1) of the Act during the financial year 2024-25.

Accordingly, the Company is required to undertake CSR activities and incur CSR expenditure during the financial year 2025-26 in accordance with the provisions of Section 135 of the Act, the CSR Rules, the CSR Policy of the Company and the annual action plan approved by the Board.

The Company has formulated and adopted a CSR Policy in accordance with Section 135 of the Act, Schedule VII to the Act and the CSR Rules. The CSR Policy sets out, inter alia, the guiding principles for selection, implementation, monitoring and evaluation of CSR activities to be undertaken by the Company. The CSR Policy duly approved by the Board of Directors is enclosed to this Report as Annexure “I” and is also available on the website of the Company at www.gnagro.com.

Based on the average net profits of the Company computed in accordance with Section 135 of the Act, the amount required to be spent by the Company towards CSR activities for the financial year 2025-26 was Rs. 8,53,983/- (Rupees Eight Lakh Fifty- Three Thousand Nine Hundred Eighty-Three only).

As the amount required to be spent by the Company towards CSR activities for the financial year 2025-26 did not exceed Rs. 50 lakh, the Company was not required to constitute a separate Corporate Social Responsibility Committee in accordance with Section 135(9) of the Act for the financial year 2025-26. Accordingly, the functions of the CSR Committee, as prescribed under the Act and the CSR Rules, were discharged by the Board of Directors of the Company for the financial year 2025-26.

During the financial year under review, the Board, after due consideration and in accordance with the CSR Policy and the applicable provisions of the Act and the CSR Rules, approved the CSR activities/projects proposed to be undertaken by the Company as ongoing projects for the financial year 2025-26.

During the financial year 2025-26, the Company could not utilise the entire amount of Rs. 8,53,983/- earmarked towards CSR activities. The unspent amount pertains to the ongoing CSR projects approved by the Board. Accordingly, in compliance with the provisions of Section 135(6) of the Act, the said unspent amount of Rs. 8,53,983/- was transferred, within thirty days from the end of the financial year 2025-26, to a separate bank account opened by the Company in a scheduled bank, designated as the “Unspent Corporate Social Responsibility Account”, for the financial year 2025-26. The amount so transferred shall be utilised exclusively for the CSR purposes and ongoing projects for which it was earmarked, within the period prescribed under Section 135(6) of the Act and the CSR Rules.

The Annual Report on CSR Activities for the financial year 2025-26, containing the particulars prescribed under the Act and the CSR Rules, is annexed to this Report as Annexure “II” and forms an integral part of this Report.

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

The details of conservation of energy and technology absorption as required by the Company along with, the foreign exchange earnings and outgo for the financial year ended 31st March, 2026 in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in the prescribed format is enclosed herewith as Annexure “III”.

35) 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:

The information required under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in the prescribed format is enclosed herewith as Annexure “IV”.

36) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company, during the financial year under review, with the related parties were in the ordinary course of business and on an arms length basis in the best interest of the Company. Accordingly, the above transactions are not covered under section 188(1) of the Companies Act, 2013. Further, pursuant to provisions of Section 134 (3)(h) of the Companies Act, 2013, particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in prescribed format i.e Form No. AOC-2 is enclosed herewith as Annexure “V”. The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at www.gnagro.com.

37) MANAGEMENT DISCUSSION & ANALYSIS REPORT:

In terms of requirements of Regulation 34(2)(e) of SEBI (LODR) Regulation 2015, a “Management Discussion and Analysis Report” is enclosed herewith as Annexure “VI”.

38) AUDITORS:

STATUTORY AUDITORS:

At the Annual General Meeting of the Company for the Financial Year ended 31st March, 2024 held on 30th September, 2024, M/s Rajendra Prasad, Chartered Accountants, Raipur (C.G.), having FRN- 000203C, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2029.

SECRETARIAL AUDITORS:

In compliance with the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s S.G. Kankani & Associates, Company Secretaries, Raipur (C.G.), as Secretarial Auditors of the Company for conducting Secretarial Audit for the financial year 2025- 2026. The Secretarial Audit Report for the F.Y. 2025-26 furnished by the Secretarial Auditor is enclosed herewith as Annexure “VII”.

INTERNAL AUDITORS:

In compliance with the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Company has appointed M/s Soni & Jain, Chartered Accountants, Raipur (C.G.), having FRN-013552C, as Internal Auditors of the Company for conducting Internal Audit for the financial year 2025-2026.

39) OBSERVATIONS IN AUDITORS REPORT:

The Statutory Auditors Report and Secretarial Audit Report for the financial year 2025-26 do not contain any qualification, reservation, adverse remark or disclaimer requiring further explanation or comments by the Board. The observations and notes referred to in the respective reports are self-explanatory.

The Internal Audit Report for the financial year 2025-26 also does not contain any adverse observation requiring explanation from the Board of Directors.

40) STATUS OF CASES FILED PURSUANT TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero-tolerance for sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has set up Internal Complaint Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 along with its relevant Rules.

No complaints have been received by the Committee during the financial year 2025-26 and thus there were no complaints pending at the end of financial year 2025-26.

41) COMPLIANCE WITH THE MATERNITY BENEFIT ACT. 1961:

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

42) PROCEEDINGS UNDER IBC. 2016:

During the financial year under review, there were no applications made by or against the Company under the Insolvency and Bankruptcy Code, 2016. Further, there are no proceedings pending under the Insolvency and Bankruptcy Code 2016.

43) DETAILS OF ONE TIME SETTLEMENT:

There was no one time settlement by the Company with the Banks or Financial Institutions during the year under review, thus, the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof are not applicable.

44) HUMAN RESOURCES:

Our employees are our core resource and the Company has continuously evolved policies to strengthen its employee value proposition. Your Company was able to attract and retain best talent in the market and the same can be felt in the past growth of the Company. The Company is constantly working on providing the best working environment to its Human Resources with a view to inculcate leadership, autonomy and towards this objective; your company makes all efforts on training. Your Company shall always place all necessary emphasis on continuous development of its Human Resources. The belief “Great People create Great Organizations” has been at the core of the Companys approach to its people.

45) GENERAL DISCLOSURES:

Your directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

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

^ Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

^ The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

46) GREEN INITIATIVES:

In commitment to keeping in line with the Green Initiative and going beyond it to create new green initiations, an electronic copy of the Notice of the 20thAnnual General Meeting of the Company along with a copy of the Annual Report is being sent to all Members whose email addresses are registered with the Company/ Depository Participant(s) and is also available at the Companys website at www.gnagro.com.

47) ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return for the year ending on 31st March, 2026 is available on the Companys website at www.gnagro.com.

48) ACKNOWLEDGEMENT:

The Board of Directors places on record its sincere appreciation for the continued support and cooperation received from the Central and State Governments, regulatory authorities, shareholders, bankers, customers, business associates and other stakeholders. The Board also acknowledges the dedication, commitment and valuable contribution of the employees at all levels towards the growth and progress of the Company.

	FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
DATE: 07/09/2026	(HARJEET SINGH)	(JASPREET KAUR)
PLACE: DURG (C.G.)	MANAGING DIRECTOR	WHOLE-TIME DIRECTOR
	DIN- 02241438	DIN- 09615927