JK Agri Genetics Ltd Directors Report

TO THE MEMBERS

Your Directors have pleasure in presenting the Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended 31 st March 2026.

FINANCIAL RESULTS

( in Crore)

Sales & Other Income	164.61
Profit before Finance Cost &	9.51
Depreciation (PBIDT)
Cash Profit beforeTax	4.13
Profit after Tax	(7.17)
Surplus brought forward	14.14
Surplus carried to Balance Sheet	6.96

DIVIDEND

Considering the financials of the Company, no dividend has been recommended by the Board for the

Financial Year 2025-26 ended 31 st March 2026.

OPERATIONS

During the year, the Company s domestic business registered a modest growth, driven by positive performance in hybrid paddy and cotton seeds, which increased by 63% and 54%, respectively. This is despite the headwinds faced by the industry due to Bt the significant cotton seeds. The spread of such unapproved seeds, particularly in Maharashtra and Madhya Pradesh has adversely impacted farmer demand for approved BG cotton seeds, resulting in unexpected returns of placed stocks across major players.

With continued focus on people practices, the employee engagement levels have also increased, resulting in achieving Great Place to Work for a sixth consecutive time. During the year, the Company also focused on rightsizing operations across the supply chain, sales and other areas, resulting in improved focus and cost savings. On the working capital front, the Company s efforts during the seasonal period led to savings in finance cost. During the year, your Company has moved to a new model of cost efficient processing and packing.

The Company has implemented various digital initiatives to strengthen its growth trajectory, like JK Vikreta - aimed at retail connect, SFA application - for production and sales and JK Connect - a customer portal for channel partners. The Company also witnessed an increase of 12% in engagement across all social media platforms. The Company has initiated an innovative project JK Vistaar to expand its presence to new untapped villages for various crop demos and to enable real-time product validation through influential farmers, in turn creating demand for the products. In the northern part of Rajasthan, Madhya Pradesh, and the western part of Uttar Pradesh, delayed monsoon conditions during the early Kharif phase negatively affected demand for long-duration bajra hybrids for the second consecutive year, impacting sales of JKBH-2040, the Company s flagship bajra hybrid. On the positive side, the maize segment recorded encouraging growth during the Kharif season, with a significant increase in acreage driven by favorable price trends and robust market demand. However, this momentum reversed in the Rabi season, when maize prices declined below the Minimum Support Price ( 1,600 - 1,900 per quintal against an MSP of 2,400 per quintal), primarily due to reduced demand from the ethanol sector, prompting farmers to shift towards relatively safer crops such as pulses.

Demand for packed wheat seed also declined during the year, as farmers in several regions relied on farm-saved seeds following strong yields in the previous season. Additionally, government-subsidised seed distribution in key wheat growing states, particularly Uttar Pradesh, further impacted demand for certified wheat seeds.

On the export front, due to geopolitical challenges in markets such as Bangladesh, Sudan, Nepal, etc, the Company s overall export business declined by 30% over the previous year. Due to the sudden West Asian war, sorghum to Egypt could not be exported. The

Company is also actively working towards diversifying its export portfolio by introducing crops such as jowar, bajra, and maize to enhance business in the coming years.

In the Middle East and Africa region, Egypt continues improvement in testing time for clearance to be a key market for jowar. Under the ECOWAS region, the Company plans to commercially introduce jowar and maize in Burkina Faso, with the objective of expanding its registration footprint across West African countries.

In the Asian markets, growth has been driven primarily by maize and paddy in Bangladesh and Nepal, despite ongoing geopolitical uncertainties. The Company has also introduced a new mustard crop in Nepal, currently under its second season of registration, with commercial launch expected shortly.

INDUSTRY OVERVIEW AND OUTLOOK

The Indian seed industry is a critical component of the country s agricultural ecosystem, underpinning crop productivity, food security and farm incomes. It is among the largest seed markets globally and has evolved from a largely public sector driven system to a vibrant, innovation-led industry with strong private select the desirable traits, significantly sector participation.

Theindustrycontinuestoplayapivotalroleinenhancing agricultural productivity and ensuring national food security. The sector has demonstrated steady growth, supported by rising demand for high-yielding varieties, increasing commercialisation of agriculture, advances in biotechnology, breeding techniques, seed treatment solutions, and strong policy support. The industry valued at approximately USD 8.5 billion in 2025, is projected to grow at a CAGR of around 8%, reaching over USD 17 billion by 2034.

The outlook for the Indian seed industry remains positive, driven by structural shifts in agriculture. With limited scope for expanding cultivable land, improving productivity through quality seeds is becoming critical. Hybrid seeds dominate value share due to their superior yield performance, while climate-resilient and stress-tolerant varieties are gaining prominence amid increasing weather variability.

RESEARCH AND DEVELOPMENT

The Company ensured continuous processing and assessment of BT-GPA for cotton, other field crops, and vegetable crop production lots, along with year-round evaluation of foundation lots. This resulted in a significant of lots, increasing throughput. Genetic purity of hybrid lots was assessed using advanced marker-based systems (SSR/SNP), which provides an accurate and efficient alternative to conventional Field Grow-Out Tests (FGOT). To further enhance reliability and eliminate discrepancies, a comparative approach between plant-to-plant FGOT and molecular marker testing has been initiated. This integrated strategy enables informed decision-making at both molecular and field levels, while also supporting the identification and validation of highly reliable (100% suitable) markers. The BT-GPA vs FGOT validation program has been successfully initiated and standardised across most of the major crops. The team is also progressing towards the deployment of marker-assisted backcross breeding - a modern biotechnology approach that uses DNA markers to efficiently accelerating crop improvement programs.

Breeder seed multiplication for field crops, cotton, and vegetable crops, along with systematic germplasm rejuvenation and hybrid seed production research, is a critical initiative aimed at enhancing agricultural productivity, ensuring genetic purity of parental lines, and securing future food resources.

During the year, your Company successfully organised a Mega Distributor & Dealer R&D Connect at its R&D Centre in Hyderabad, bringing together distributor partners and internal team members for a focused knowledge-sharing and collaboration initiative. The event witnessed the participation of a large number of distributor partners, reflecting strong engagement across stakeholders. Participants were provided with direct exposure to research-driven innovations and live field demonstrations, showcasing a diverse range of crops, including paddy, cotton, maize, bajra, tomato, okra, chilli, and other key crops.

Building on this success, a Mega Distributor Meet was also organised at the R&D Centre in Jaipur.

The event witnessed active participation from key distributors across Rajasthan,Haryana,Punjab,Uttar challenge for organised seed Pradesh and Madhya Pradesh, facilitating strategic discussions, product exhibitions and live field trials.

Mustard and wheat strip demonstrations highlighted the superior performance of JK 6901 Gold, JK 8596, and JK 7254, supported by technical trait analysis and strong sales growth commitments.

OPPORTUNITIES, THREATS, RISK AND CONCERNS Opportunities

The Indian seed industry offers significant opportunities driven by evolving agricultural practices and market dynamics. Rising demand for productivity enhancement is encouraging farmers to adopt hybrid and improved seed varieties to maximise yields and farm profitability. At the same time, the need for climate-resilient agriculture is accelerating the development of drought-tolerant, pest-resistant, and early-maturing seeds. Expansion crop selection, acreage decisions, and in high-value crops such as vegetables, maize, oilseeds, and horticulture is further creating opportunities for specialised seed segments.

India also holds strong export potential, supported by growth ongoing policy reforms that could enhance its presence in the global seed market. Technological advancements in biotechnology, digital traceability, and protected cultivation are opening new avenues for innovation and value creation across the seed value chain. Additionally, volatility in crude oil prices due to geopolitical tensions in the Middle East may indirectly influence crop dynamics

- potentially increasing ethanol demand affecting maize seed demand and pricing. At the same time higher synthetic fibre costs could boost demand for cotton.affects crop Significant adoption of hybrid seeds across key crops such as rice, maize and vegetables. Furthermore, opportunities in digitalisation, including precision farming technologies such as GPS and GIS and the supply of disease-free planting materials, are expected to strengthen seed production and distribution systems. These trends are further supported by government initiatives focused on improving seed quality, ensuring food security, and advancing agricultural modernisation.

Threats, Risk and Concerns

The area under illegal glyphosate-resistant Bt cotton is expected to expand during the year. This trend presents a significant companies, as it not only impacts the sales of certified seeds but also necessitates greater investment in farmer awareness, strengthening of brand credibility, and diversification into alternative crops to sustain profitability.

At the same time, a prolonged geopolitical conflict in the Gulf region raises concerns over potential disruptions in fertiliser availability ahead of the Kharif

2026 sowing season. India remains heavily dependent on imports of key fertilisers such as urea, DAP and potash, a substantial portion of which is sourced from or transits through the Gulf region. Any escalation in tensions could affect production, logistics or shipping routes, leading to supply constraints and price volatility. Such disruptions may impact the timely availability of fertilisers during the critical sowing window, thereby influencing overall agricultural productivity in the upcoming Kharif season.

Despite strong fundamentals and significant potential, the Indian seed industry continues to face several structural and operational challenges.

Regulatory uncertainties, including evolving pricing controls, licensing requirements, and delays in product approvals, create an unpredictable business environment and may discourage innovation and private sector investment. The prevalence of counterfeit and substandard seeds, along with seed piracy, undermines farmer confidence, productivity and erodes industry margins. Increasing climate variability, marked by erratic rainfall and extreme weather events, further impacts seed performance, crop yields, and demand patterns. Additionally, farmer affordability and price sensitivity, driven by uncertain farm incomes and limited access to credit, constrains the adoption of premium seeds.

Supply chain disruptions arising from geopolitical developments, logistical bottlenecks, and input shortages also pose challenges to timely production and distribution. Moreover, the low Seed Replacement Rate restricts the growth of the commercial seed market. Finally, high research costs, long gestation periods, and relatively slow adoption of advanced technologies continue to hinder technological innovation and advancement in the sector.

HUMAN RESOURCE DEVELOPMENT

During the year, HR continued to focus on strengthening organisational capability, enhancing employee engagement, and supporting business growth through targeted talent initiatives and digital transformation.

Talent & Capability Development The hiring of young, high-potential talent, particularly for frontline roles, supported building of an agile and future-ready workforce. Learning and development initiatives were directed towards upskilling employees in key areas including seed technology, agronomy, digital tools and analytics, while strengthening product knowledge, fostering cross-functional collaboration, and enhancing organisational change management capabilities. Digital HR & Employee Engagement The digitalisation of HR processes through the HRMS platform - streamlined attendance, leave management and customer visit tracking, leading to improved transparency, efficiency, and compliance. A continued focus on employee engagement and governance further strengthened performance management systems and adherence to organisational policies.

HR will remain focused on strategic talent acquisition, continuous upskilling, leadership development and enhanced digital integration to drive sustained business growth and organisational excellence.

CORPORATE SOCIAL RESPONSIBILITIES

Despite there being no obligation to spend any amount on CSR activities during the Financial Year, as a good practice, the Board of Directors unanimously approved to make voluntary contribution of Rs. 5 Lakh towards

CSR related activities.

Our Corporate Social Responsibility (CSR) initiatives are integral to our business strategy and reflect your Company s dedication to making a positive impact on society and the environment.

Livelihood enhancement –support to farming community: The primary objective is to train farmers in the latest farm management and agricultural practices aimed at effective control of pests and diseases, while also mitigating abiotic stress factors.

The training program encompasses key aspects of modern agriculture, including best practices in farm management, the importance of seed selection and strategies for improving crop yields. It further emphasises enhancing seed quality in terms of germination and genetic purity by adopting new and improved technologies and practices. These interventions are designed in alignment with specific agro-climatic conditions to ensure their effectiveness, ultimately contributing to improved farm productivity and sustainable livelihoods for farmers. The Company has a Corporate Social Responsibility

(CSR) Policy in accordance with the provisions of the Act and rules made thereunder. The CSR Policy along with the CSR activities approved by the Board, the composition of the Committee and other relevant details are disclosed on the website of the Company at Responsibility https://jkagri.com/wp-content/uploads/2026/07/CSR-POLICY.pdf

During the year, the Company has a Corporate Social Responsibility Committee comprising three Directors - Shri Vikrampati Singhania, Chairman, Shri Mudit Kumar and Shri Kuldeep Kumar Pandit. The

Committee held two meetings on 16 th May 2025 and 4 th February 2026, both of which were attended by all members. However, as the constitution of CSR Committee is not mandatory for the Company, the Board at its Meeting held on 8th May 2026, based on the recommendation of the CSR Committee, decided to dissolve the CSR Committee with immediate effect.

KEY CHANGES IN FINANCIAL INDICATORS

Key Changes in financial indicators, are given in the Notes to Financial Statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company s internal control systems comprise policies, processes and procedures that collectively ensure efficient and effective operations, reliability of internal and external reporting, and compliance with applicable laws and regulations.

The systems and framework are commensurate with the size, scale, and complexity of operations. The effectiveness of these internal controls is regularly evaluated by both Statutory and Internal Auditors, and the systems were found to be operating effectively during the year under review.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls to ensure orderly and efficient conduct of its business. These controls support adherence to Company policies, safeguard assets, enable prevention and detection of frauds and errors, ensure accuracy and completeness of accounting records and facilitate the timely preparation of financial information. These systems are independently reviewed by the auditors, which helps in the timely identification of irregularities, if any, and to ensure prompt corrective action.

Based on the assessments carried out by the Management, the Audit Committee, and the Statutory Auditors, the internal financial controls with reference to financial statements were found to be adequate and operating effectively during the financial year, and no material weaknesses were identified.

ANNUAL RETURN

The Annual Return referred to in Section 134(3)(a) of the Companies Act, 2013 ( the Act ) is available on the website of the Company at https://jkagri.com/annual-return/

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans given, guarantees or securities provided and investments made as required under the provisions of Section 186 of the Act are given in the Notes to Financial Statements.

CONSOLIDATED FINANCIAL STATEMENTS

During the financial year under review, JK Agri Research Services Limited ceased to be an Associate of the Company w.e.f. 5 th March 2026.

The consolidated financial statements of your Company for the Financial Year 2025-26 have been prepared in accordance with the Act read with the Rules made thereunder and applicable Indian Accounting Standards. The audited consolidated financial statements together with Auditors Report form part of the Annual Report. In compliance with Section 129(3) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014, a report on the performance and financial position of its associate included in the consolidated financial statements is presented in a separate section in the Annual Report. Please refer form AOC-

1 attached to the financial statements in the Annual

Report. Pursuant to the provisions of Section 136 of the Act, the financial statements, the consolidated financial statements along with relevant documents are available on the website of the Company.

RELATED PARTY TRANSACTIONS

During the Financial Year ended 31st March 2026, all the contracts or arrangements or transactions entered into by the Company with the related parties were in the ordinary course of business and on arm s length basis and were in compliance with the applicable provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( SEBI Listing Regulations ).

Further, the Company has not entered into any contract or arrangement or transaction with the related parties which could be considered material in accordance with the policy of the Company on materiality of Related

Party Transactions. In view of the same, disclosure in Form AOC-2 is not applicable.

The Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions is available on the website of the Company.

COST RECORDS

Maintenance of cost records, as specified by the Central Government under sub-section (1) of section 148 of the Act is not required by the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, the Members at the Annual General

Meeting of the Company held on 5 th September 2025 have approved the appointment of Shri Pravinchandra

Shivaram Dravid (DIN: 02726180) as an Independent Director of the Company, to hold office for a term of three consecutive years w.e.f., 23 rd October 2025 and continuation of his appointment as Non-Executive

Independent Director of the Company on attaining the age of 75 years during the term of his appointment.

Shri Ajay Srivastava (DIN: 00049912) has ceased to be Director w.e.f 24 th October 2025 on completion of his second term as Independent Director of the Company. The Board placed on record its sincere appreciation for the valuable contributions and guidance received from him during his tenure.

Shri Kuldeep Kumar Pandit (DIN: 08381208), Director of the Company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting (AGM). The Board recommends his re-appointment.

The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration

Committee, re-appointed Shri Kuldeep Kumar Pandit (DIN: 08381208), as Whole-time Director of the Company with the designation President & Director for a term of three years commencing 24 th November 2026, subject to the approval of the members of the Company at the ensuing AGM and other requisite approval, as required.

There were no other changes in the Directors/ Key Managerial Personnel of the Company, during the year. All Independent Directors of the Company have given declarations that they meet the criteria of independence as provided in Section 149 of the Act and Regulation 16 of the SEBI Listing Regulations.

All the Independent Directors are registered on the Independent Directors Data Bank.

CONSERVATION OF ENERGY, ETC.

The details as required under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 are annexed to this Report as Annexure - 1 and forms part of it.

DEPOSITS

The Company has neither invited nor accepted any deposits from the public.

AUDITORS

(a) Statutory Auditors and their Report

M/s Lodha & Co LLP, Chartered Accountants were appointed in the 24 th AGM held on 30 th July 2024 as the Statutory Auditors of the Company for consecutive years commenced from atermoffive the conclusion of the 24 th AGM till the conclusion of 29 th AGM to be held in the year 2029. The observations of the Auditors in their Report on Accounts and the Financial Statements, read with relevant notes are self-explanatory. The Auditor s Report does not contain any qualification, reservation, adverse remark or disclaimer. Further, no fraud has been reported by the Auditors to the

Audit Committee or to the Board.

(b) Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing

Regulations) and Section 204 of the Act and the

Rules made thereunder, M/s Ronak Jhuthawat & Co, Company Secretaries, a peer reviewed Company Secretaries firm, was appointed in the 25th AGM held on 5 th September 2025 as the

Secretarial Auditor of the Company for a term of five consecutive years commenced from F.Y.

2025-26 to F.Y. 2029-30.

The Report given by him for the F.Y. 2025-26 in the prescribed format is annexed to this Report as Annexure – 2. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

PARTICULARS OF REMUNERATION

Disclosure of the ratio of the remuneration of each

Director to the median employee s remuneration and other requisite details pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, is annexed to this Report as Annexure – 3 and forms part of it. Further, Particulars of Employees pursuant to Rule 5(2) & (3) of the above Rules, also forms part of this Report. However, in terms of provisions of Section 136 of the Act, the Annual Report for the financial year 2025-26 is being sent to all the Members of the Company and others entitled thereto, excluding the said particulars of employees.

Any member interested in obtaining such particulars regarding may write to the Company Secretary. The said information is available for inspection at the Registered Office of the Company during business hours on working days of the Company upto the ensuing AGM.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no material change in the nature of business of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals that could impact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company and the date of this report.

DETAILS OF APPLICATION MADE OR ANY PROCEEDINGPENDINGUNDERTHEINSOLVENCY AND BANKRUPTCY CODE

During the year under review, no application is made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

MATERNITY BENEFIT ACT

During the year under review, the Company has complied with the provisions of Maternity Benefit Act,

1961.

COMPLIANCE OF SECRETARIAL STANDARDS

During the year under review, your Company has duly complied with the applicable Secretarial Standards on

Meetings of Board of Directors and General Meetings issued and as amended by the Institute of Company

Secretaries of India.

CORPORATE GOVERNANCE

Your Company reaffirms its commitment to best corporate governance practices. Pursuant to

Regulation 34 of the SEBI Listing Regulations, a Management Discussion and Analysis, Corporate Governance Report and Auditors Certificate compliance of conditions of Corporate Governance are made part of this Report. The Corporate Governance Report also covers the following: (a) Particulars of the four Board Meetings held during the Financial Year under review.

(b) Salient features of the Policy on Nomination and Remuneration of Directors, Key Managerial

Personnel and Senior Management.

(c) Manner in which formal annual evaluation of the performance of the Board of Directors, of its Committees and of individual Directors has been made.

(d) Details with respect to composition of

Audit Committee and establishment of Vigil

Mechanism.

(e) Details regarding Risk Management.

(f) Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) of the Act, your

Directors state that-

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; (b) the accounting policies have been selected and applied consistently and 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 the Financial

Year and of the profit and loss of the Company for that period; (c) proper and sufficientcare has been taken for the maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the annual accounts have been prepared on a going concern basis; (e) the internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and were operating effectively; and

(f) the proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems were adequate and operating effectively.

CAUTIONARY STATEMENT

Management s Discussion & Analysis Report contains forward looking statements, which may be identified by the use of the words in that direction or connoting the same. All statements that address expectation or projections about the future, including but not limited to statements about the Company s strategy for growth, product development, market position, expenditures and financial results are forward looking statements. The Company s actual results, performance or achievements could thus differ materially from those projected in such forward-looking statements. The Company assumes no responsibility to publicly amend, modify or revise any forward - looking statements on the basis of any subsequent development, information or events.

ACKNOWLEDGEMENTS

Your directors wish to acknowledge and place on record the commitment and dedication put in by every employee of your Company.

Your Directors would also like to acknowledge and record their appreciation of the continued support and assistance received by the Company from its valued Customers, Dealers, Suppliers, Shareholders, Banks and Central and State Government Agencies etc.

On behalf of the Board of Directors
Date: 8 th May 2026	Raghupati Singhania
Place: New Delhi	Chairman