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Nagarjuna Agri Tech Ltd Directors Report

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Nov 3, 2026|09:31:00 AM

Nagarjuna Agri Tech Ltd Share Price directors Report

To the Members,

Your directors have pleasure in presenting to you the Thirty Eighth (38th) Annual Report of the Company together with the Audited Financial Statements and the Consolidated Financial Statements for the year ended on March 31st, 2026.

1. FINANCIAL HIGHLIGHTS

Your Companys performance for the year ended on March 31st, 2026, is summarized as under:

(all amounts in lacs, unless otherwise stated)

Particulars For the year ended on 31st March 2026 (Standalone) For the year ended on 31st March 2025 (Standalone) For the year ended on 31st March 2026 (Consolidated)
Revenue from Operations 5,160.99 0.61 5,258.76
Other Income 83.18 39.06 85.95
Total Revenue 5,244.17 39.67 5,344.71
Total Expenses 5,047.52 48.08 5,184.94
Profit/(Loss) before Exceptional Items 196.65 (8.40) 159.77
Exceptional Items (17.15) 62.67 (17.15)
Profit/ (Loss) before Tax 179.50 54.27 142.62
Less: Current Tax 24.09 8.00 24.09
Less: Tax for earlier years (1.87) - (1.87)
Add / Less : Deferred Tax 0.39 - 0.39
Profit / (Loss) after Tax 156.89 46.27 120.01
Transfer to Statutory Reserve Fund - - -
Balance carried forward 156.89 7.99 120.01
Basic EPS (in ?) 1.57 0.49 1.20

2. BUSINESS OUTLOOK & STATE OF COMPANY AFFAIRS

During the year under review, the Company has made a net profit of Rs. 156.89 lacs in comparison to net profit of Rs. 7.99 lacs in the immediately preceding financial year. Your Company has made a revenue of Rs. 5,160.99 lacs in comparison to a revenue of Rs. 0.61 lacs in the immediately preceding financial year.

The consolidated net profit of the Company is Rs. 120.01 and revenue of Rs. 5,258.76

3. OPERATIONAL RESULTS/FINANCIAL PERFORMANCE OF THE COMPANY*

The Highlights of Companys performance for the year ended on March 31, 2026:

a. During the year under review, Revenue from operations increased to Rs. 5,160.99 lacs against Rs. 0.61 lacs of the previous financial year.

b. Total Expenses has increased from Rs. 48.08 lacs in previous financial year to Rs. 5,047.52 lacs in the current financial year.

c. Profit before Tax has significantly increased from Rs. 54. 27 lacs in previous financial year to Rs. 179.50 lacs in the current financial year.

d. Net Profit of the year under review has increased from Rs. 7.99 lacs in previous year to Rs. 156.89 lacs in the current financial year.

e. Earnings Per Share (EPS) for the financial year 2024-25 is 0.49 as compared to 1.57 of current financial year.

The Company had its consolidation of accounts wef 20.03.2026 after Allenby Food & Beverages Private Limited became its subsidiary w.e.f 20.03.2026. The Company had standalone business in the last financial year ended 31.03.2025.

The Board assured that management of the Company will leave no efforts untouched to increase the profitability of the Company.

4. DIVIDEND

With a view to use the internal accruals for growth of the Company and to strengthen the financial position of the company, your directors do not recommend any dividend for the year under Report.

5. TRANSFER TO RESERVES

Pursuant to provision of section 134(3) (j) of the Companies Act, 2013, no amount is transferred to general reserves account of the Company during the year under review.

6. TRANSFER TO UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provision of section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid for the financial year ended March 31, 2026.

7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF THIS REPORT:

There are no material changes and commitments affecting the financial position of the Company which have occurred between the date of the Balance Sheet and the date of this Report.

8. WEBSITE

In pursuance of Regulation 46 of SEBI (LODR) Regulations, 2015, your company is maintaining a functional website. All the requisite details, policies and other information are placed on the website of the Company. The website of the company is www.nagarjunaagritech.com

9. DEPOSITS

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014 as amended from time to time, during the year under review.

10. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of the Business of the Company during the financial year ended March 31, 2026.

11. SHARE CAPITAL

During the period under review the Authorised Share Capital of the Company was increase from 10, 00,00,000 (Rs. Ten Crores) to 35,00,00,000 (Rupees Thirty Five Crores), and the Company has acquired Allenby Food 8t Beverages Private Limited through swapping of Share resultant to which the Paid Share Capital of The Company increase from Rs. 9,36,91,000 (Rupees Nine Crores Thirty Six Lakhs Ninety One Thousands Only) to Rs. 30,65,51,200 (Rupees Thirty Crores Sixty Five Lakhs Fifty One Thousands Two Hundred One Only).

The Companys Equity Share Capital stands as on March 31, 2026 is as below:

Types of Shares Authorised Share Capital Issued, Subscribed fit Paid up Share Capital
No. of Shares Face Value (Rs.) Amt (Rs.) No. of Shares Face Value (Rs.) Amt (Rs.)
Equity 3,50,00,000 10 35,00,00,000 3,06,55,120 10 30,65,51,200

Buy back of securities: The Company has not bought any of its securities during the year under review.

Sweat Equity: The Company has not issues any sweat equity shares during the year under review.

Bonus Shares: The Company has not issued bonus shares during the year under review.

Employee Stock Option Plan: The Company has not issued Employee Stock Option Plan during the year under review.

12. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES

The Company does not have joint ventures or associate companies during the year under review. Although, the Company does have wholly owned subsidiary company in the name of Allenby Food & Beverages Private Limited w.e.f March 20, 2026. The details of the same is mentioned in the form AOC-1 annexed as "Annexure III" of the report.

13. COMPOSITION OF DIRECTORS & KEY MANAGERIAL PERSONNEL

The composition of Board of Directors and Key Managerial Personnel (KMP) of the Company as on March 31, 2026 were as follows:

Name of Director/KMP Designation
Mrs. Rachna Suman Shaw Managing Director
Mr. Rajesh Shaw Whole-time Director
Mr. Sumit Sengupta Whole-time Director
Mrs. Chanchal Kedia Independent Director
Mr. Chandan Ghosh Independent Director
Mr. Somenath Chattejee Independent Director
Mr. Rahul Gupta Chief Financial Officer
Mrs. Deepika Bhutra Company Secretary and Compliance Officer

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

Name of Director/KMP Designation Appointment/Resignation/Change in Designation
Mr. Rajesh Shaw Additional Director Appointment wef 03.06.2025
AAs. Kiran Pandey Additional Director Resignation wef 19.06.2025
AAs. Rachna Suman Shaw Managing Director Resignation wef 19.06.2025
Mr. Sumit Sengupta CFO Resignation wef 19.06.2025
Mr. Chandan Ghosh Additional Independent Director Appointment wef 27.06.2025
Ms. Deepika Bhutra Company Secretary Appointment wef 27.06.2025
Mr. Rahul Gupta CFO Appointment wef 27.06.2025
Mr. Rajesh Shaw Whole time Director Change in Designation w.e.f 28.07.2025
Mr. Sumit Sengupta Managing Director Change in designation wef 28.07.2025
Mr. At tab Uddin Kazi Independent Director Change in Designation w.e.f 28.07.2025
Mr. Chandan Ghosh Independent Director Change in designation wef 28.07.2025
AAs. Rachna Suman Shaw Additional Director Appointment w.e.f 05.11.2025
Mr. Sumit Sengupta Whole time Director Change in designation wef 22.12.2025
AAs. Rachna Suman Shaw Managing Director Change in designation wef 22.12.2025
AAr. Somenath Chattejee Additional Independent Director Appointment wef 05.11.2025
AAr. Somenath Chattejee Independent Director Change in designation wef 22.12.2025
Mr. At tab Uddin Kazi Independent Director Resignation wef 05.11.2025

The followings change also took place after the Financial Year ended on 31st March, 2026 but till the date of Board Report:- - Mr. Sumit Sengupta has resigned from the post of whole time Director w.e.f. 31.07.2026.

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM.

The details of the Meetings of Board are covered in the Corporate Governance Report.

14. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of Independence as specified in Section 149(6) of the Companies Act, 2013.

The Independent Director has complied with the Code of Conduct for Independent Directors as prescribed in Schedule IV of the Act.

The Company has received declarations from all Independent Directors of the Company confirming that they continue to meet the criteria of Independence as prescribed under Section 149 of the Companies Act 2013.

There has been no change in terms and conditions of appointment of Independent Directors, the Policy relating to their appointment is available on the website of the Company www.nagarjunaagritech.com.

15. DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013 IN RESPECT OF NON - DISQUALIFICATION OF DIRECTORS

The Company has received the disclosures in Form DIR-8 from its Directors being appointed or reappointed and has noted that none of the Directors are disqualified under section 164(2) of the Companies Act, 2013 read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

16. BOARD MEETINGS

The Board meets at regular intervals to discuss and take a view on the Companys policies and strategy apart from other Board matters. The notice for Board Meetings is given well in advance to all the Directors.

During the year under review, the Board of Directors met Thirteen (13) times and the dates of the Board Meetings are:

Date of Board Meeting

02.05.2025

03.06.2025

27.06.2025

11.08.2025

01.09.2025

30.09.2025

05.11.2025

21.11.2025

30.12.2025

03.01.2026

30.01.2026

05.02.2026

20.03.2026

17. COMMITTEE MEETINGS

The following committees have been formed in compliance with the corporate governance norms:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee; and

In addition to these committees, our Board of Directors may, from time to time, constitute committees for various other functions.

1. Audit Committee:

The Audit Committee pursuant to the provisions of Section 177 of the Companies Act, 2013 at the Board level acts as a link between the Auditors, the Management and the Board of Directors and overseas the financial reporting process. The Audit Committee interacts with the Internal Auditors, Statutory Auditors, Secretarial Auditors and reviews and recommends their appointment and remuneration, terms of appointment. The Audit Committee is provided with all necessary assistance and information for enabling them to carry out its function effectively.

The change in the composition of the Audit Committee took place during the year due to resignation of Mrs. Kiran Pandey w.e.f 19.06.2025. Mr. Chandan Ghosh was appointed as the member of the Audit Committee w.e.f. 19.06.2025. Thereafter Mr. Altab Uddin Kazi resigned from his directorship in the Company w.e.f. 05.11.2025 and he ceased to be the member of the Committee as well. To fill the casual vacancy Mr. Somenath Chatterjee was appointed the member of w.e.f. 05.11.2025.

The Composition of the Audit Committee as per Section 177 of the Companies Act, 2013 as on 31st March, 2026 is as follows:-

S. No. Name Category Designation
1. Ms. Chanchal Kedia Independent Director Chairperson
2. AM. Chandan Ghosh Independent Director Member
3. AAr. Somenath Chatterjee Independent Director Member

Meeting

The Audit Committee met 7 (seven) times during the period under review i.e. on 02.05.2025 , 03.06.2025, 11.08.2025, 01.09.2025, 05.11.2025, 21.11.2025 and 05.02.2026.

All the recommendations of the Audit Committee have been accepted by the Board of Directors.

2. Nomination and Remuneration Committee: The Nomination and Remuneration Committee (‘NRC) functions in accordance with Section 178 of the Act, Regulation 19 of the Listing Regulations and its Charter adopted by the Board.

The change in the composition of the Nomination and Remuneration Committee took place during the year due to resignation of Mrs. Kiran Pandey w.e.f 19.06.2025. Mr. Chandan Ghosh was appointed as the member of the Nomination and Remuneration Committee w.e.f. 19.06.2025. Thereafter Mr. Altab Uddin Kazi resigned from his directorship in the Company w.e.f. 05.11.2025 and he ceased to be the member of the Committee as well. To fill the casual vacancy Mr. Somenath Chatterjee was appointed the member of w.e.f. 05.11.2025.

The Composition of the Nomination and Remuneration Committee as per Section 178 of the Companies Act, 2013 is as follows:-

Name Category Designation
1. AAs. Chanchal Kedia Independent Director Chairperson
2. AAr. Chandan Ghosh Independent Director Member
3. AAr. Somenath Chatterjee Independent Director Member

Meeting

The Nomination 8t Remuneration Committee met 5 (five) times during the period under review i.e. on 03.06.2025, 27.06.2025, 01.09.2025, 05.11.2025, and 05.02.2026.

3. Stakeholders Relationship Committee: Terms of reference of the committee comprise of various matters provided under Regulation 20 of the Listing Regulations and section 178 of the Act, 2013.

The change in the composition of the Stakeholders Relationship Committee took place during the year due to resignation of Mr. Altab Uddin Kazi and appointment of Mr. Somenath Chatterjee w.e.f. 05.11.2025.

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

Name Category Designation
1. AAs. Chanchal Kedia Independent Director Chairperson
2. AAr. Rajesh Shaw Executive Director Member
3. AAr. Somenath Chatterjee** Independent Director Member

Meeting

The Stakeholders Relationship Committee met 1 (one) time during the period under review i.e. on 05.11.2025. No investor grievance complaints received during the financial year 2025-26.

18. NOMINATION AND REMUNERATION POLICY

In terms of SEBI Listing Regulations and Act, the Company has in place Nomination & Remuneration Policy. The said policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of directors and other matters as provided under sub-section (3) of Section 178 of the Act (including any statutory modification(s) or re- enactment(s) thereof for the time being in force). The Policy also lays down broad guidelines for evaluation of performance of Board as a whole, Committees of the Board, Individual Directors including the Chairperson and the Independent Directors. The aforesaid Nomination and Remuneration Policy has been uploaded on the website of your Company i.e. www.nasariunaasritech.com

19. CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, every company with net worth of Rs. 500 Crores or more OR an annual turnover of Rs. 1000 Crores or more OR with a net profit of Rs. 5 Crores or more, during previous year is required to constitute a CSR Committee. Your Company does not fall in any of the above criteria during the year 2025-26.

Therefore, it is not required mandatorily to carry out any CSR activities or constitute any Committees under provisions of Section 135 of the Act.

20. ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of its all Committees. The Boards functioning was evaluated on various aspects, including inter-alia the Structure of the Board, Meetings of the Board, Functions of the Board, Degree of the fulfillment of key responsibilities, Establishment and delineation of responsibilities to various Committees, Effectiveness of Board processes, information and functioning.

The Directors were evaluated on aspects such as attendance, contribution at Board/Committee Meetings and guidance/support to the Management outside Board/Committee Meetings. The performance assessment of Non- Independent Directors, the Board as a whole and the Chairman were evaluated in a separate Meeting of Independent Directors. The same was also discussed in the NRC and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

21. CORPORATE GOVERNANCE

Corporate Governance encompasses a set of systems and practices to ensure that the Companys affairs are being managed in a manner which ensures accountability, transparency and fairness in all transactions in the widest sense. The objective is to meet stakeholders aspirations and societal expectations. Good governance practices stem from the dynamic culture and positive mindset of the Company.

The Company has adopted a Code of Conduct for its employees including the Managing Director and the Executive Directors. The said Code of Conduct is available on Companys Website, www.nagariunaagritech.com

A report on Corporate Governance pursuant to Regulation 34 (3) of the SEBI Listing regulations, covering amongst other details of Meetings of the Board and Committees along with a Certificate for compliance with the Corporate Governance requirements of Regulations 17 to 27 read with Schedule V and clauses (b) to (i) of Regulation 46(2) of SEBI (LODR) Regulations, 2015, as applicable, with regard to Corporate Governance, issued by CS. Mohit Vanawat, a Practicing Company Secretary, forms part of the Annual Report.

22. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES

Pursuant to Section 177(9) & (10) of the Companies Act, 2013, our Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistle-blowing mechanism not only helps the Company in detection of fraud, but is also used as a corporate governance tool leading to prevention and deterrence of misconduct.

It provides direct excess to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization.

No adverse reporting has been made by the Auditors or any other person against the Company.

The Whistle Blower Policy is disclosed on the website of the Company at www.nagariunaagritech.com

23. RISK MANAGEMENT

Risk mitigation continues to be a key area of concern for the Company, which has regularly invested in insuring itself against unforeseen risks. The Companys stocks and insurable assets like furniture & fixtures, vehicles etc have been adequately insured against major risks.

The Board of directors of the Company has also formulated Risk Management Policy in place in accordance with the Act. The aim of risk management policy is to maximize opportunities in all activities and to minimize adversity. The policy includes identifying types of risks and its assessment, risk handling, monitoring and reporting, which in the opinion of the Board may threaten the existence of the Company.

In the opinion of the Board, following are risks involved in the industry:

a. High Interest rate.

b. Fluctuation in prices of building materials.

c. Competitive Risk due to entry of many players in local market.

d. Operational Risk of market saturation.

e. Stringent regulatory framework.

f. Slow Disbursement of approvals.

24. PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not given any loan to any person or other body corporate or given any guarantee or provided security in connection with a loan to any other body corporate or person or acquired by way of subscription, purchase or otherwise, the securities of any other body corporate during the financial year under review.

25. MATERIAL ORDERS OF JUDICIAL BODIES/ REGULATORS

No order, whether significant and/or material has been passed by any regulators, courts, tribunals impacting the going concern status and Companys operations in future

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE ACT

All related party transactions that were entered into during the Period under review, were on Arms length basis and in the ordinary course of business. Further, all related party transactions entered into by the Company are placed before the Audit Committee for their approval. The details of the RPT transactions is mentioned in Form AOC-2 annexed as "Annexure IV".

27. STATUTORY AUDITORS

M/s. Agarwal Khetan & Co. Chartered Accountants, were appointed as the Statutory Auditors of the Company in the Annual General Meeting held on 27.09.2025 for a period of five years from the conclusion of 37th Annual General meeting till the conclusion of 41st Annual General Meeting to be held in the year 2030.

AUDITORS REPORT

The Auditors report along with Notes on Accounts is self-explanatory and therefore, does not call for any further comment under section 134(3) of the Companies Act, 2013.

There are no qualifications, reservations or adverse remarks made by Statutory Auditors in the Auditors report, during the year under review.

28. INTERNAL AUDITORS

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014, during the year under review the Internal Audit of the functions and activities of the Company was undertaken by Mr. 0 P Banka as the Internal Auditor of the Company on quarterly basis.

Deviations are reviewed periodically and due compliance ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to Board. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditor.

29. SECRETARIAL AUDrrORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed CS Mohit Vanawat Proprietor of M/s Mohit Vanawat 6t Associates, Practicing Company Secretary, to conduct the Secretarial Audit of the Company for the financial year 2025-26.

The Secretarial Audit Report issued by the Secretarial Auditor for the financial year 2025-26 in Form MR-3 as "Annexure-I" forms a part of this Report.

30. ANNUAL RETURN

The extracts of the Annual Return pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in Draft of Annual Return Form No. MGT-7 will be available on the website of the Company www.nagariunaagritech.com, and the web link for the same is https://nagariunaagritech.eom//investors.php.

31. MAINTENANCE OF COST RECORDS

During the year under review, section 148(1) of the Companies Act, 2013 and the companies (Cost Records and Audit) Rules, 2014 is not applicable to the Company. Hence the Company has not maintained any cost records and has appointed any Cost Auditors.

32. MANAGEMENT DISCUSSION & ANALYSIS REPORTS

A detailed report on Management Discussion and Analysis Report (AADAR) is included in this Report as "Annexure - VI".

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

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are as follows:

CONSERVATION OF ENERGY:

1. The steps taken or impact on conservation of energy. Your Company requires minimal energy consumption and every endeavor is made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible.
2. The steps taken by the Company for utilizing alternate sources of energy.
3. The capital investment on energy conservation equipments.

TECHNOLOGY ABSORPTION: NIL

FOREIGN EXCHANGE EARNINGS AND OUTGO: Particulars of foreign currency earnings and outgo during the financial year are NIL.

34. STATEMENT PURSUANT TO SECTION 197(1 2) OF THE COMPANIES ACT, 201 3 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company during the year under review 2025-26.

35. HUMAN RESOURCES

The relations with the employees and associates continued to remain cordial throughout the year. The Directors of your Company wish to place on record their appreciation for the excellent team spirit and dedication displayed by the employees of the Company.

36. ENVIRONMENT, HEALTH AND SAFETY

The Company is committed to provide a safe and healthy work environment for the well-being of all our Stakeholders. The operations of the Company are conducted in such a manner that it ensures safety of all concerned and a pleasant working environment. The Company strives to maintain and use efficiently limited natural resources as well as focus on maintaining the health and well-being of every person.

37. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION a REDRESSAL) ACT, 2013

The Company is committed to provide a safe and conducive work environment to its employees. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has set up a proper mechanism to look into the complaints under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. It has formed an Internal Complaints Committee. No complaints were received during the year under consideration.

In terms of section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 (as amended vide MCA notification dated 30/05/2025 and other ) a summary thereof is as under:

Particulars No of complaints
Number of complaints/cases pending at the beginning of the year. Nil
Number of complaints/cases of sexual harassment received/filed during the year Nil
Number of complaints/cases disposed off during the year. N.A.
Number of complaints pending for more than ninety days N.A.
Number of cases pending at end of the year. N.A.

38. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company is well equipped with internal financial controls. The Company has continuous monitoring mechanism which enables the organization to maintain the same standards of the control systems and help them in managing defaults, if any, on timely basis because of strong reporting mechanisms followed by the Company.

39. INSOLVENCY AND BANKRUPTCY CODE 2016

No application or proceeding was initiated in respect of the Company in terms of Insolvency and Bankruptcy Code 2016.

40. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE

CENTRAL GOVERNMENT

The Statutory Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder during the current Financial Year.

41. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 (‘the Act), with respect to Directors Responsibility Statement it is hereby confirmed:

a) In the preparation of the annual accounts for the Financial Year ended 31st March 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2026 and of the loss of the Company for that period;

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

d) The directors had prepared the annual accounts on a going concern basis;

e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

f) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

42. DISCLOSURE UNDER ONE TIME SETTLEMENT

During the year under review the, Company has not made any one time settlement with any of its Banks or Financial Institutions.

43. CREDIT RATING OF BORROWING

During the year under review, the Company is not required to obtain nor it has obtained any Credit Rating from ICRA or CRISIL- Credit Rating Agency.

44. LISTING

The shares of your Company are listed at Bombay Stock Exchange (BSE Ltd.). The Company has duly complied with all the requirements of concerned Stock Exchange in accordance with applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

45. ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.

Your directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers, and staff, resulting in successful performance of the Company during the year. Your directors look forward to the continued support of all stakeholders in the future.

On behalf of the Board of Directors of Nagarjuna Agri-tech Limited
RACHNA SUMAN SHAW RAJESH SHAW
Dated: 02.09.2026 Managing Director Whole Time Director
Place: Kolkata DIN: 10414115 DIN: 09647878

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ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099

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We are ISO/IEC 27001:2022 Certified.

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.