Tierra Agrotech Director Discussions


To

The Members

Tierra Agrotech Limited

Your Directors take pleasure in presenting the 10th Annual Report, along with the audited accounts of the Company, for the year ended March 31, 2023.

As members are aware that, pursuant to a Scheme of amalgamation sanctioned by the Hon?ble National Company Law Tribunal, Bench at Hyderabad vide its order dated 12th day of November, 2021, Grandeur Products Limited was merged with your Company with effect from 01st day of April, 2020 (the "Appointed Date").

Subsequently, name of your Company changed from Tierra Agrotech private Limited to "Tierra Agrotech

Limited" as envisaged in the scheme of amalgamation and approved by the relevant authority. Further the Company got listed on BSE Limited on May 27, 2022.

FINANCIAL SUMMARY

The financial results and performance of your Company for the year ended on 31st March, 2023 on Standalone and Consolidated basis is summarized below:

Standalone Basis (Rs in Lakhs)

Particulars 2022-23 2021-22
Revenue from Operations 6011.46 5656.63
Other Income 58.58 18.29
Total Revenue 6070.04 5674.92
Profit for the year (before Interest, Deprecation & Tax) -2,445.34 -746.12
Less
Interest 1143.54 871.58
Deprecation 78.28 28.27
Provision for Taxation (including deferred tax) -976.20 -439.88
Net Profit -2690.96 -1206.09

For the financial year 2022-23, your Company recorded a turnover of Rs.6011.46 Lakhs and a net loss of

Rs.2690.96 Lakhs as compared to the previous year?s turnover of Rs.5656.63 Lakhs and net loss of Rs.1206.09 Lakhs.

Consolidated Basis (Rs in Lakhs)

Particulars 2022-23 2021-22
Revenue from Operations 6011.46 5660.56
Other Income 59.80 18.30
Total Revenue 6071.26 5678.86
Profit for the year (before Interest, Deprecation & Tax) -2,575.95 -903.60
Less
Interest 1144.76 871.58
Deprecation 78.30 28.45
Provision for Taxation (including deferred tax) -977.84 -441.96
Net Profit -2821.16 -1361.68

For the financial year 2022-23, on a consolidated basis, the turnover of your Company for the financial year ended 31st March, 2023 stood at Rs.6011.46 Lakhs and net loss at Rs.2821.16 Lakhs as compared to previous year?s turnover of Rs.5660.56 Lakhs and net loss of Rs. 1361.68 Lakhs.

DIVIDEND

In view of the Company?s financial Position, Your Directors does not recommend Dividend for the FY 2022-23

TRANSFER TO RESERVES

The Company has not transferred any amount to Reserves during the financial year 2022-23.

STATE OF AFFAIRS AND BUSINESS OPERATIONS Array of Products of the Company Cotton

In 2022-23, we conducted field demonstrations of new cotton hybrid Alankar and commercially introduced Kapasking & Vcot in the Central zone and Ranju in the North zone. We conducted fielddays to showcase these products to farmers and trade channel partners. The response has been very good. Planning commercial launch of Alankar in coming season. Sales performance of Kapasking & Vcot was encouraging in Central and

South Zones. Brahma still remains popular brand in few parts of Maharashtra. 9121 performances have been well appreciated in Maharashtra as well as Karnataka. 3609 has got good response in rain fed markets in

Maharashtra & Telangana. Overall product portfolio mix of old & new products will enhance our presence in coming times.

Maize

One of the primary contributory Maize hybrids S2 981 with good cob size and attractive orange grains, suitable for both Kharif and Rabi seasons. Other hybrid S2 360 (Three-way hybrid, high seed producibility with uniform robust cobs, orange grains and good tip filling) & S2 702 (robust cob size with attractive deep orange colour as desired features) are second lined hybrids and are lined up to scale. The third generations new commercial hybrid 2T55 which has a good yield potential, shelling percentage, orange yellow colour and capsule grains was commercially introduced and 2T11, 2T14, 2T88 & 2T99 are identified as a promising hybrids for Andhra Pradesh, Karnataka, Maharashtra & Bihar. Planning a scale up of 2T55 and commercial launch 2T11, 2T14, 2T88 & 2T99.

Paddy

During 2022-23, We identified four new hybrids, 3TH3122, 3TH3222, 3TH4322 & 3TH4422 in early and medium maturity suitable for all target markets. In selection paddy our new products Chandani & Sonika were given in large scale demonstrations across target markets. 3T31, 3T32 in Hybrid and Madhul, Namya in selection paddy were commercially introduced. The feedback from customers has been encouraging. Planning a scale up 3T31,

3T32, Madhul & Namya and commercial introduction of 3TH3122, 3TH3222, 3TH4322 & 3TH4422, Chandani & Sonika in 2023-24. Overall we have a robust portfolio coming up for commercialization in coming years.

Mustard

During 2022-23, two new products 5T55 & 5T56 were commercially introduced. The performance has been well accepted by farmers across states of Rajasthan, Gujarat, Haryana, Uttar Pradesh, Bihar and Madhya Pradesh.

Planning to increase the production of hybrid seed for scale up in 2023-24. 5T58 was identified hybrid for the target markets.

Our existing commercial brand S5 -630 is performing exceptionally well. Brand recall for this hybrid is very good. This will be major contributing hybrid in Mustard portfolio in the next three to four years? time.

Vegetables

To feed the vibrant growing population of India, Tierra had made strong research platform with its unique conventional breeding technique to provide healthy, nutritious, high yielding, highly disease and pest tolerance varieties with better shelf life vegetable products.

In the year 2022-23 we have made good growth in Bihar, Uttar Pradesh, Rajasthan, Andhra Pradesh, and Telangana and we have vertical and horizontal growth plan of above existing crop and states expansion to new states like Haryana, Punjab, Himachal Pradesh, Madhya Pradesh, Karnataka, Maharashtra, Tamilnadu and

Gujarat with VAP (value added product) introduction in Tomato-Yuvaan, Vanya, Uzma, Timea in unique segment with rich Vitamin C; Okra- Nazuk & Korbey with short internode distance, high tolerant with YVMV with lot of demand in farmer community.

Generation activities -vegetable team is gaining the brand visibility and grower/customer attention by culture approach to increase the existing market share to next level.

SHARE CAPITAL

During the FY 2022-23, there was no change in the share capital of the Company. As on March 31, 2023, the Authorized Capital of the Company is Rs.4715 Lakhs and Issued, subscribed and Paid up share Capital is Rs.2515.52 Lakhs.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of business of your Company during the Financial Year 2022-23 .

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES DURING THE YEAR 2022-23

Material Subsidiary: Your Company doesn?t have any material subsidiary.

Non-Material Subsidiary: Your Company has the non-material non-listed subsidiary namely Tierra Seed Sciences Private Limited Operational performance of the Company, in brief is as hereunder:

(Rs. In Lakhs)

Particulars 2022-2023 2021-2022
Revenue from operations - 85.71
Profit for the year (before Interest, Depreciation & Tax) (130.60) (159.76)
Less:
Interest 1.22 0.01
Depreciation 0.02 0.18
Provision for Taxation (1.64) (2.09)
Net Profit (130.21) (157.87)

Joint Venture: Your Company has the joint venture i.e. M/s. Tidas Agrotech Private Limited. Operational performance of the Company, in brief is as hereunder

(Rs. In Lakhs)

Particulars 2022-2023 2021-2022
Revenue from operations - -
Profit for the year (before Interest, Depreciation & Tax) (5.44) (5.8)
Less:
Interest 1.21 3.16
Depreciation 25.59 26.48
Provision for Taxation - (0.29)
Net Profit (32.24) (35.16)

We undertake that the Annual Accounts of the subsidiary Company and the related detailed information will be made available to the shareholders of the Company and to the shareholders of the subsidiary company seeking such information at any point of time. Further, the Annual Accounts of the subsidiary Company shall also be kept for inspection by any shareholder at our Registered office and that of the subsidiary company.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including of the consolidatedfinancial Company and audited accounts of the subsidiary, are available on our website, www.tierraagrotech.com.

The statement containing the salient features of the financial statement of subsidiaries and Joint Venture as per sub-section (3) of Section 129 of the Companies Act, 2013 in Form AOC-1 is herewith annexed as Annexure - 1 to this report.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply to the Company as no dividend has been declared by the Company since its inception.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURREDBETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THEREPORT;

No material changes have occurred subsequent to the close of the financial year of the Company, to which the Balance Sheet relates and the date of this report that have any effect on the financial position of the Company, except the following:

1. Company at its extra ordinary general meeting held on May 2, 2023 had approved to create, offer, issue and allot Upto 3,10,00,000 (Three Crores Ten Lakhs only) fully paid-up equity shares of face value of

Rs.10/- (Rupees ten only) each, in one or more tranches, at an issue price of Rs.30/- (Rupees Thirty only) per equity share ("Equity Shares") aggregating to an amount not exceeding Rs. 93,00,00,000 (Rupees Ninety-Three Crores Only);

2. Company is in receipt of the "In-principle approval" from BSE Limited for issue and allotment of

3,10,00,000 equity shares on a preferential basis under Regulation 28(1) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2018 on May 3, 2023.

3. Company at its meeting of Committee for Allotment of Securities held on May 6, 2023, May 12, 2023 and

May 15, 2023 had approved the allotment of 1,03,84,214, 75,57,666 and 1,28,35,333 fully paid-up equity shares of face value of Rs.10/- (Rupees ten only) each respectively, at an issue price of Rs.30/- (Rupees

Thirty only) per equity share ("Equity Shares") aggregating to an amount of Rs.92,33,16,390/- (Rupees Ninety-Two Crores Thirty-Three Lakhs Sixteen Thousand Three Hundred and Ninety);

4. Company is in receipt of the "Listing approval" from BSE Limited on June 14, 2023 and trading approval on June 30, 2023 for the allotment of 3,07,77,213 equity shares on a preferential basis under Regulation 28(1) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2018.

5. Further, the Board at its Meeting held on July 05, 2023 approved for issue of Equity shares to the existing shareholders on Rights basis aggregating upto Rs.49,90,00,000 and an in principle approval application has been made to BSE Limited for the same.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

In terms of provisions of the Companies Act, 2013, the Company has framed and put in place a Risk Management Policy to mitigate the risks, both internal and external, which, in the opinion of the Board may threaten the existence of the Company. The Company detects, reports, monitors and manages the principal risks and uncertainties that can impact its ability to achieve its business objectives. The Risk Management Policy of your Company is posted on the website of your Company which may be accessed at https://www.tierraagrotech. com/wp-content/uploads/2022/09/Risk- Management-Policy.pdf

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

The provisions of Section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility are not applicable to the Company and as such, the Company has not developed and implemented any such initiative.

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

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are provided in Annexure - 3 hereto which forms part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of Loans, Guarantees and Investments made during the financial year ended 31st March, 2023, covered under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, are as given in the Note No.3 and Note No.4 to the Financial Statements.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the provisions of Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a report on Management Discussion & Analysis is herewith annexed as Annexure - 4 to this report.

STATUTORY AUDITORS

M/s. Ramasamy Koteswara Rao and Co. LLP, Chartered Accountants (Firm Registration Number: 010396S/

S200084) were appointed as the Statutory Auditors of the Company for a term of five years to hold office from the conclusion of 6th AGM held on 27th September, 2019, till the conclusion of the 11th AGM to be held in the year 2024.

The Auditor?s Report on the financialstatements of the Company for the financial does not contain any qualifications, observations or adverse remarks and their Report, together with the notes to financial statements are self-explanatory, thereby

Directors on the same.

INTERNAL AUDITORS

The Board of Directors based on the recommendation of the Audit Committee have re-appointed M/s. NSVR

& Associates LLP., Chartered Accountants, Hyderabad, as the Internal Auditors of your Company. The Internal Auditors are submitting their reports on quarterly basis.

MAINTENANCE OF COST RECORDS

The maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the Company and accordingly such accounts and records are not required to be made and maintained.

COST AUDITORS

The appointment of Cost Auditors as specified under sub-section (1) of Section 148 of the Companies Act,

2013, is not applicable to the Company.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed Mrs. N. Vanitha, Practicing Company Secretary (C.P. No.: 10573), Hyderabad, to undertake the secretarial audit of the Company for the FY 2022-23.

QUALIFICATION, RESERVATION OR ADVERSE REMARK IN THE AUDIT REPORTS

There is no qualification, reservation or adverse remark made by the Statutory Auditor in their Audit Reports issued by them. However Secretarial Auditor of the Company has mentioned a Remark in their Secretarial Audit Report, attached herewith and marked as Annexure –5.

As regards to the submission of Financial Results for the Period ended, 31st March,2022 without Cash Flow Statement to BSE, we would like to mention that in the Financial Results of the Company for the Financial Year ended 31st March,2022 filed to BSE on 30.05.2022 the Standalone & Consolidated Cash Flow Statements were missed inadvertently. Subsequently the Complete set of Financial Results along with the Cashflow Statements were filed on 08th June,2022. Further The Company paid a total fine of Rs. 53,100(including 18% GST).

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has devised proper systems to ensure compliance with the provisions of all the applicable

Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review, your Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India.

THE DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

The Board of directors of your Company has an optimum combination of Executive, Non-Executive and Independent Directors including Women Director.

i. Independent and Non-Executive Directors

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Paturi Srinivasa Rao, Non-Executive Director of your Company, liable to retire by rotation, have offered himself for reappointment.

• During the year, Ms. Neha Soni was appointed as an Additional Director in the capacity of Non-Executive Independent Director and Mr. Munnagi Jayaram Prasad was appointed as an Additional Director in the capacity of Non-Executive Director by the Board through circular resolution dated 02nd September,

2022 whose period of office was upto 9th Annual General Meeting. Subsequently, Shareholders of the

Company at their 9th Annual General Meeting held on September 30,2022 appointed Ms. Neha Soni as an Independent Director for a period of five years and Mr. Munnagi Jayaram Prasad as Non-Executive

Director commencing from 02nd September, 2022.

• Mrs. Sridevi Dasari, (DIN: 07512095) Independent Director of the Company tendered her resignation letter dated September 01, 2022 due to personal reasons and the same was considered and approved by the Board of Directors through circular resolution dated September 02, 2022.

• Mr. Bandi Mohan Krishna, (DIN: 03053172) Non-executive Director of the Company tendered his resignation letter dated March 15, 2023 due to personal reasons and the same was considered and approved by the Board of Directors through circular resolution dated March 16, 2023.

In the opinion of the Board all the Independent Directors of your Company possess integrity, experience, expertise, and the requisite proficiency required under all applicable laws and the policies of your Company.

All the Independent Directors have given declarations stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of your Company.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of

Directors) Rules, 2014, as amended, all the Independent Directors of your Company have got their names included in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

ii. Whole Time Directors & Other Key Managerial Personnel

During the year under review,

a) there was no change in the office(s) of any Whole-time Director.

b) Mrs. Y. Hari Priya was appointed as Company Secretary and Compliance Officer of the Company w.e.f

August 08, 2022 and resigned on w.e.f October 27,2022.

c) Mrs. K. Anagha Devi has been appointed to the office of Company Secretary and compliance officer of the Company effective October 27, 2022.

Subsequent to the closure of Financial Year, Mr. Vijay Kumar Deekonda tendered his Resignation Letter as Chief Financial Officer dated June 30, 2023 due to personal reasons and the same was considered and approved by the Board of Directors in their Meeting held on June 30, 2023.Mr. Sheshu Babu Dharla was appointed as Chief

Financial Officer of the Company by the Board of Directors in their Meeting held on June 30, 2023. He has 16 years of experience in the field of seed business. Sheshu Babu Dharla qualified chartered accountant and holds bachelor?s degree in commerce from Osmania University, Hyderabad, Telangana. Prior to joining our Company, he has worked as General Manager- Finance & Accounts in Prabhat Agri Biotech Limited for a period of 2 years. He is responsible for overall financial management of the Company.

MEETINGS OF THE BOARD:

The Board of Directors met Five times in the financial year 2022-2023 through Physical Meeting and Video Conferencing as permitted by relevant MCA circulars & SEBI Circulars read with Rule 3 of the Companies

(Meetings of Board and its Powers) Rules, 2014 under provisions of the Companies Act, 2013. The intervening period between any two consecutive Board Meetings was within the maximum time gap prescribed under the

Companies Act, 2013, Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015 and SS-1 issued by ICSI. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report.

Independent Directors Meeting

The Independent Directors of the Company had met on March 31, 2023 to review the performance of non-independent directors and the Chairperson of the Company, including overall assessment on the effectiveness of the Board in performing its duties and responsibilities.

The Board comprises Members having expertise in Technical, Banking and Finance. The Directors evaluate their performance and contribution at every Board and Committee Meetings based on their knowledge, experience and expertise on relevant field vis- vis the business of the Company.

Committees

The Board has following statutory committees:

• Audit Committee

• Nomination and Remuneration Committee • Stakeholders Relationship Committee • Risk Management Committee

Details of all the committees, along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance, as part of this Annual Report.

POLICY ON DIRECTOR?S APPOINTMENT AND REMUNERATION AND OTHER MATTERS:

(a) Procedure for Nomination and Appointment of Directors:

The Nomination and Remuneration Committee has been formed in compliance with Regulation 19 of SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to Section 178 of the Companies Act, 2013. The main object of this Committee is to identify persons who are qualified to become directors and who may be appointed in senior management of your Company, recommend to the Board their appointment and removal and shall carry out evaluation of every Director?s performance, recommend the remuneration package of both the Executive and the Non-Executive Directors on the Board and also the remuneration of Senior Management, one level below the Board. The Committee reviews the remuneration package payable to Executive Director(s), makes appropriate recommendations to the Board and acts in terms of reference of the Board from time to time.

On the recommendation of the Nomination and Remuneration Committee, the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other Employees pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations and the same is enclosed as Annexure - 6 and the Remuneration is posted on the website of your Company which may be accessed at https://www. tierraagrotech.com/wp-content/uploads/2022/04/Nomination-and-Remuneration.pdf

The remuneration determined for Executive/Non-Executive Directors is subject to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors. The Non-Executive

Directors are entitled to sitting fees for the Board/Committee Meetings and profit based commission. The

remuneration paid to Directors and Key Managerial Personnel and all other employees is in accordance with the Remuneration Policy of your Company.

Whole Time Director of your Company has not received any remuneration or commission from any of the subsidiaries of your Company.

Brief terms of Nomination and Remuneration Policy and other matters provided in Section 178(3) of the Act and Regulation 19 of SEBI Listing Regulations are disclosed in the Corporate Governance Report, which forms part of this Report.

(b) Familiarisation/ Orientation program for Independent Directors:

A formal familiarization program was conducted apprising the directors of the amendments in the Companies Act, rules prescribed thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and all other applicable laws to your Company. All the directors were also apprised about the business activities of your Company.

It is the general practice of your Company to notify the changes in all the applicable laws to the Board of Directors, from time to time. The objective of the program is to familiarize Independent Directors on the Board with the business of your Company, industry in which your Company operates, business model, challenges etc. through various programs such as interaction with experts within your Company, meetings with our business leads and functional heads on a regular basis.

The details of such familiarization programs for Independent Directors are posted on the website of your Company which may be accessed at https://tierraagrotech.com/wp-content/uploads/2023/04/Familarization-Programme-for-Independent-Directors-2022-23.pdf

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and all other committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board?s 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 judgment, safeguarding the interest of your Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Independent Director being evaluated.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of your Company was evaluated, taking into account the views of the Executive Directors

& Non-Executive Directors who also reviewed the performance of the Secretarial Department. The Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. The Directors expressed their satisfaction with the evaluation process.

RELATED PARTY TRANSACTIONS:

All contracts or arrangements entered into by your Company with its related parties during the financial year were in accordance with the provisions of the Companies Act, 2013 and the Listing Regulations. All such contracts or arrangements, which were approved by the Audit Committee, were in the ordinary course of business and on arm?s length basis.No material contracts or arrangements with related parties within the purview of Section 188(1) of the Act were entered into during the year under review.

The information on transactions for the year under review were on arm?s length basis and in the ordinary course of business with the related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in Annexure 2 in Form No. AOC-2 and the same forms part of this report

The policy on materiality of related party transactions and dealings in related party transactions, as approved by the Board is uploaded on the website which may be accessed at https://www.tierraagrotech.com/wp-content/ uploads/2022/04/RPT-Policy.pdf

Disclosure under Regulation 34(3) read with Schedule V of the Listing Regulations Related Party disclosure as per Schedule V of the Listing Regulations

S.No In the accounts of Particulars Amount in the year ended 2022-23 Maximum amount outstanding during the year 2022-23
1 Tierra Agrotech (i) Loans/Advances to subsadairies
Limited Tierra Seeds and Science Private
Limited (Wholly owned Subsidiary) Nil 12,28,40,275
(i) Loans/Advances to Joint
Ventures- Tidas Agro Tech Limited
(50;50 Joint Venture Company). 1,05,21,474 1,05,21,474
(ii) Loans/advances to associates NA NA
(iii) Loans/advances to firms/companies in which Directors are intrested NA NA
2 Tierra Agrotech Limited Investment by the Loanee in the shares of parent company / subsidiary company when the company has made a loan or advance NA NA

EMPLOYEE STOCK OPTION PLAN/ SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME:

Pursuant to the Scheme of amalgamation sanctioned by the Hon?ble National Company Law Tribunal, Bench at Hyderabad vide its order dated 12th day of November, 2021 Grandeur Products Limited was merged with our Company Tierra Agrotech Limited.

Two employee benefit plans, namely, Grandeur Employee Stock Option Scheme II, 2016 (GPLESOS II, 2016) and the Grandeur Employees Stock Purchase Scheme 2017" ("GPL-ESPS 2017") were formulated vide special Resolution passed by the Shareholders of Grandeur Products Limited dated 8th November, 2016 and at Extra Ordinary General Meeting held on 25th March, 2017 respectively with an objective of enabling the company to retain talented human resources by offering them the opportunity to acquire a continuing equity interest in the Company, which will reflect their efforts in building the growth and the profitability of the Company. The ESOP Plan is in compliance with the SEBI (Share Based Employee Benefits)

Upon the Merger of Grandeur Products Limited with Tierra Agrotech Limited, the aforesaid schemes are continued as Schemes of Tierra Agrotech Limited.

During the year under review, no changes were made in the above said schemes. Details regarding the above mentioned schemes along with their status are annexed as "Annexure- 8" and forms part of this report. Further certificate from Secretarial Auditors, with respect to implementation of the above Employee?s Stock Option

Schemes in accordance with SEBI Guidelines and the resolution passed by the Members of the Company, would be placed before the Members at the ensuing AGM.

POLICY ON MATERIAL SUBSIDIARIES:

The Policy on Material Subsidiaries as per SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015 as approved by the Board is uploaded on the website of your Company which may be accessed at https:// www.tierraagrotech.com/wp-content/uploads/2022/04/Determining-Material-Subsidiaries.pdf

ANNUAL RETURN:

In accordance with Section 134 (3) (a) of the Companies Act, 2013, a copy of Annual Return in the prescribed format i.e. Form MGT-7 is placed on the website of your Company which may be accessed at https:// tierraagrotech.com/investor-relation/extract-of-annual-return-2022-23/

DIRECTORS:

At present, the Board has 03 Independent (Non-Executive) Directors including 1 women director, 01 whole-time Director (Executive), 02 Non – Executive Directors

The Board of Directors of your Company presently comprises of the following Directors:

Name of the Director Designation
Mr. G V Krishna Rau Independent Director
Mr. Suryanarayana Simhadri Independent Director
Mr. Paturi Srinivasa Rao Non-Executive Director
Mr. Munnangi Jayaram Prasad Non-Executive Director
Mr. Vijay Kumar Deekonda Whole-time Director
Ms. Neha Soni Independent Director

Director retiring by rotation seeking reappointment:

Mr. Paturi Srinivasa Rao, Non-Independent Non-Executive Director is liable to retire by rotation at the ensuing

Annual General Meeting and seeking reappointment, be re-appointed by the shareholders. A brief profile of

Mr. Paturi Srinivasa Rao is given below.

Mr. Paturi Srinivasa Rao is a practicing company secretary having more than 25 years of experience in corporate secretarial matters. He is specialized in Company law, FEMA and other legislations, focusing mainly on mergers & acquisitions, corporate restructuring, joint ventures and foreign collaborations and capital market issues.

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. They have also complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

In the opinion of Board, Independent Directors fulfil the conditions specified in the Companies Act, 2013 read with schedules and rules thereto as well as the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Independent Directors are independent of management.

Board Evaluation

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The board of directors of the transferor company had carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations") and the board of directors of the Company had carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

DIRECTORS? RESPONSIBILITY STATEMENT:

Pursuant to Section134(5)oftheCompaniesAct,2013,yourDirectorsconfirm that to the best of their knowledge and belief and according to the information and explanation obtained by them,

a. in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. 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 March 31, 2023 and of the profit or loss of the Company for the financial year ended on that date;

c. Proper and sufficient care for the maintenance of adequate accounting records in accordance with this provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. The annual accounts for the year 2022-23 have been prepared on a going concern basis.

e. Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f. Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

LOANS FROM DIRECTORS:

The Company has received unsecured loans from directors of directors as specified in the Note No.21 of the financial statements of the Company.

ADEQUACY OF INTERNAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

Your Company is committed to constantly improve the effectiveness of internal financial controls and processes for efficient conduct of its business operations and timely preparation of reliable financial information. In the opinion of the Board, the internal financial control system of the Company commensurate with the size, scale and operations of the Company.

VIGIL MECHANISM:

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through your Company?s

Whistle Blower Policy, to deal with instances of fraud and mismanagement, if any in the Group. The Policy provides for adequate safeguards against victimization of employees and Directors who avail the mechanism and also provides for direct access to the Chairman of the Audit Committee. The details of the Policy are explained in the Corporate Governance Report and is also available on the website of your Company which may be accessed at https://tierraagrotech.com/wp-content/uploads/2022/04/Vigil-Mechanism.pdf

The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior..

REPORTING OF FRAUDS:

During the year under review, there was no instance of fraud, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 and as amended in respect of our employees, is attached herewith and marked as Annexure- 7

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

or material orders were passed by the regulators or courts Duringthefinancialyearunderreview,nosignificant or tribunals which impact the going concern status and the future operations of the Company.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

No application was made or any proceedings pending under the IBC, 2016 during the year ended on 31st March, 2023.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

Not Applicable

HUMAN RESOURCE & INDUSTRIAL RELATIONS:

Your Company continues to foster a culture of fair management practices, endeavoring to provide a congenial work environment. It consistently invests in its human assets to recruit, train and retain high-potential talent.

A conscientious bottom-up approach to skills training strengthens overall competencies. As a result, your Company?s workforce consists of an invaluable mix of freshers and experienced employees with extensive industry insight – a key cornerstone in the organization?s success.

STATEMENT IN RESPECT OF THE SEXUAL HARASSMENT AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

We strongly support the rights of all our employees to work in harassment – free environment. We have adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘?POSH Act") and the Rules made thereunder. The policy aims to provide protection to Employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where Employees feel secure.

Further, we have in place a committee under the name and style "Internal Complaints Committee" in compliance of POSH Act, which looks into various matters concerning harassment, if any, against women at workplace, addresses concerns and complaints of sexual harassment and recommends appropriate action. Details of composition etc., of the said committee are provided in the section on Corporate Governance.

We further confirm that during the year under review, there were no cases filed pursuant to the said Act.

GREEN INITIATIVE IN CORPORATE GOVERNANCE:

The Ministry of Corporate Affairs (MCA) has taken a green initiative in Corporate Governance by allowing paperless compliances by the Companies and permitted the service of Annual Reports and documents to the shareholders through electronic mode subject to certain conditions and your Company continues to send Annual Reports and other communications in electronic mode to the members who have registered their email addresses with your Company/RTA.

ACKNOWLEDGEMENTS:

Your Directors sincerely thank the bankers, business associates, consultants and various government authorities for the continued support extended by them to the Company during the year under review. Your Directors also acknowledge the support of the shareholders and confidence reposed by them in your Company and place on record their appreciation and gratitude for the same.

For and on behalf of the Board of Directors of
Tierra Agrotech Limited
SD/-
G V Krishna Rau
Chairman
DIN:06775731
Place: Hyderabad
Date: 04.09.2023