Nova Agritech Ltd Directors Report

Dear Shareholders,

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

Financial Performance

( in lakhs)

Particulars	Standalone		Consolidated
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Income from Operations	16,585.58	17,984.46	29,413.16	25,247.36
Other income	433.12	22.82	246.73	3.56
Total income	17,018.70	18,007.28	29,659.89	25,250.92
Total Expenditure	14,801.56	15,963.60	25,851.85	21,914.65
Profit Before Tax (PBT)	2,217.14	2,043.68	3,808.04	3,336.27
Less: Tax expenses	565.12	183.37	1,065.84	505.45
Profit After Tax (PAT)	1652.01	1,860.31	2,742.20	2830.81
EPS in Rs. (Basic & Diluted)	1.84	2.76	3.05	4.20

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

Company Performance / State of Affairs

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

Subsidiary Companies / Joint Ventures / Associate Companies

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

S. No.	Name of the Company	Particular
1)	Nova Agri Sciences Private Limited CIN:U01403TG2010PTC068405	Wholly owned Subsidiary
2)	Nova Agri Seeds (India) Private Limited CIN:U01403TG2009PTC065732	Company
3)	Suraksha Agri Retails (India) Private Limited*" CIN:U01820TG2009PTC063119	Associate Company (Promoter)

**16.63 % stake is owned by Suraksha in the Company

The statement required to be provided with respect to subsidiaries and associate companies pursuant to the provisions of Section 129(3) of the Act and Rule 5 of the Companies (Accounts) Rules, 2014 in Form AOC - 1 is annexed herewith as “Annexure I”.

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

Note:

• Your Company does not have any Joint Ventures.

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

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

S. No.	Name of the Group Companies	CIN
1)	Nova Ferticare Private Limited	U24100TG2015PTC099837
2)	Nova Dairy Tech India Private Limited	U01119TG2013PTC087282
3)	Nova Health Sciences Private Limited	U85190TG2010PTC068584
4)	Agri Genome Resources India Private Limited	U01403TG2011PTC072116
5)	AIC Nova Foundation for Agriculture Innovation and Research	U93090TG2018NPL128938

Material Subsidiary:

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

1) Nova Agri Sciences Private Limited CIN: U01403TG2010PTC068405

The Companys policy on determining the material subsidiaries is uploaded on the Companys website at www.novaagri.in.

Highlights of Performance of Subsidiaries

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

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

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

Change in the Nature of Business

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

Transfers to Reserves

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

Dividend

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

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

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

Public Deposits

During the financial year 2024-25, your Company has not accepted any deposit that falls within the scope of Sections 73 and 74 of the Companies Act, 2013, read together with the Companies (Acceptance of Deposits) Rules, 2014. Further, there is no amount outstanding at the beginning of financial year, which can be classified as ‘Deposits in terms of Section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposit) Rules, 2014.

Particulars of Loans, Guarantees, Investments Under Section 186

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

Particulars of Contracts or Arrangements with Related Parties

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

Proceedings under IBC

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

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

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

Credit Rating

During the financial year under review -

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

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

Listing Through Initial Public Offer (IPO)

• Listing:

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

• Utilization of Fund:

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

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

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

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

Share Capital

Authorized Share Capital	Rs. 20,00,00,000/- divided into 10,00,00,000 equity shares of Rs. 2/- each
Subscribed, Issued and Paid-up Capital	Rs. 18,50,39,626/-* divided into 9,25,19,813 equity shares of Rs. 2/- each

[as on 31 March 2025]

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

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

Employee Stock Option Scheme (ESOP)

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

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

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

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

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

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

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

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

However, your Company has not granted any ESOPs to employees during the period under review, and accordingly, no disclosures as required under Rule 16(4) of the Companies (Share Capital and Debentures), 2014 has been furnished.

MOA & AOA

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

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

Matters Related to Directors and Key Managerial Personnel

Board of Directors

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

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

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

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

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

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

During the year under review, there are following reappointments of Directors of the Company -

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

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

Key Managerial Personnel

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

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

Retirement by Rotation

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

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

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

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

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

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

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

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

Declaration by the Independent Directors

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

Registration of Independent Directors in Independent Directors Databank:

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

Opinion of the Board:

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

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

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

Establishment of Vigil Mechanism

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

Directors Responsibility Statement

Your Directors would like to assure the members that the financial statements for the year under review is as per the requirements of the Companies Act, 2013 and pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, to the best of their knowledge and based on the information and explanations received from the Company, your Directors confirm that:

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

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

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

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

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

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

Non-Disqualification of Directors

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

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

Code of Conduct and Declaration on Code of Conduct

Board of Directors in their meeting held on 27th February, 2023, has approved and laid down a Code of Conduct for all Board members, Senior Management and Independent Directors of the Company, in line with the provisions of Regulation 17(5) of SEBI (LODR) Regulations, 2015. The said Code of Conduct is available on the website of the Company https://novaagri.in/investor-relations/policies/.

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

Annual Evaluation of Individual Directors, Committees and Board

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

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

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

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

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

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

Board Diversity

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

Remuneration Policy and Appointment Criteria

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

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

• Criteria for making payment / remuneration to the NonExecutive Directors.

• Nomination and Remuneration Policy

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

Familiarization Programme for Independent Directors

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

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

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

Committees of the Board

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

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

• Audit Committee

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

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

• Nomination and Remuneration Committee

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

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

• Stakeholders Relationship Committee

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

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

• Risk Management Committee

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

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

• Corporate Social Responsibility Committee

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

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

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

• IPO Committee

The IPO Committee was constituted on 27 February 2023.

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

No. of Board Meetings Held During the Year

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

Statutory Auditors

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

Replies to the audit remarks;

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

Fraud reported by Auditors:

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

Cost Audit/ Maintenance of Cost Records

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

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

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

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company upon recommendation of Audit Committee, has appointed P. S. Rao & Associates, Practicing Company Secretaries in its meeting dated 2nd April, 2024, to undertake the secretarial audit of the Company for FY 2024-25.

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

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

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

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

Annual Secretarial Compliance Report

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

Secretarial Audit Report of Material Subsidiary

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

Internal Auditors

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

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

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

Internal Financial Control Systems and their Adequacy

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

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

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

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

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

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

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

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

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

Management Discussion & Analysis Report

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

Market Capitalisation Ranking

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

Stock Exchange	as on 31.12.2024
National Stock Exchange	1530
BSE Limited	1630

Note -

The Company falls under the category of “Top 2000 companies” and accordingly following compliances are applicable:

a) Minimum 6 (six) Directors on the Board of Directors of the Company.

b) The quorum for every meeting of the Board of Directors shall be 1/3rd of its total strength or 3 (three) directors, whichever is higher, including at least one independent director.

Corporate Governance Report

In compliance with Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Corporate Governance Report for the year 2022-23 as required under SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 of the Company is attached to this report as “Annexure XI.”

Certificate from Mr. M Ramana Reddy, Company Secretary in Practice (ICSI M. No. F11891 and C.P No. 18415) from P. S. Rao & Associates, Hyderabad, w.r.t. compliance of conditions of Corporate Governance as stipulated under Schedule V (E) of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed to the Corporate Governance Report under “Annexure XII - Certificates”.

Annual Return

Annual Return pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return for the year 2024-25, will be available on the website of the Company at https://novaagri.in/investor-relations/results-and-reports/.

Significant and Material Orders Passed by Regulators or Courts or Tribunals

During the year under review, no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and company operations in future.

Risk Management Framework

Risk management is the process of identification, assessment and prioritization of risks, followed by coordinated efforts to minimize, monitor and mitigate/ control the probability and/ or impact of unfortunate events to maximize the realization of opportunities. The Board oversees Companys processes for determining risk tolerance and review managements action and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through appropriate actions on a continuous basis.

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

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

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014 is provided under “Annexure IV” forming part of this report.

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

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

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

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

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

Insider Trading Regulations

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

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

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

Secretarial Standards

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

Industrial Relations

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

Human Resources

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

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

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The policy can be accessed at the website of the Company at https://novaagri.in/investor-relations/policies/.

Summary of harassment complaints during the financial year under review:

• No. of sexual harassment complaints received: Nil

• No. of complaints disposed off: Nil

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

Disclosure Under the Maternity Benefit Act, 1961

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

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

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

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

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

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

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

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

Certifications

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

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

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

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

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

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

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

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

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

Disclosures of Certain Types of Agreements Binding Listed Entities

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

Other Disclosures

During the year under review -

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

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

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

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

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

• Your Company has not issued any nonconvertible securities.

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

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

Appreciation

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

By the Order of the Board
For Nova Agritech Limited
Sd/-	Sd/-
Rajesh Cherukuri	Kiran Kumar Atukuri
Whole-Time-Director	Managing Director
DIN: 09840611	DIN:08143781
Place: Singannaguda
Date: 9th August, 2025