Tierra Agrotech Ltd Directors Report

To

The Members,

Your Board of Directors take pleasure in presenting the 12th Annual Report, along with the Companys Audited Financial Statements (Standalone & Consolidated), for the financial year ended March 31, 2025.

FINANCIAL SUMMARY

The financial results and performance of your Company for the year ended on 31st March, 2025 on Standalone and Consolidated basis is summarized below:

Standalone Basis

Particulars	2024-25	2023-24
Revenue from Operations	6563.32	6714.37
Other Income	98.40	609.89
Total Revenue	6661.72	7324.26
Profit for the year (before Interest, Deprecation & Tax)	(1,432.92)	(934.23)
Less:
Interest	6.53	217.45
Deprecation	141.26	114.32
Provision for Taxation (including deferred tax)	(422.47)	(345.21)
Net Profit/ Loss	(1158.24)	(920.79)

For the financial year 2024-25, your Company recorded a turnover of Rs.6563.32 Lakhs and a net loss of Rs.1158.24 Lakhs as compared to the previous years turnover of Rs.6714.37 Lakhs and net loss of Rs.920.79 Lakhs.

Consolidated Basis (Rs.in Lakhs)

Particulars	2024-25	2023-24
Revenue from Operations	6563.32	6714.37
Other Income	98.40	609.89
Total Revenue	6661.72	7324.26
Profit for the year (before Interest, Deprecation & Tax)	(1,432.92)	(934.23)
Less
Interest	6.53	217.45
Deprecation	141.26	114.32
Provision for Taxation (including deferred tax)	(422.47)	(345.21)
Net Profit/ Loss	(1158.24)	(920.79)

For the financial year 2024-25, on a consolidated basis, the turnover of your Company for the financial year ended 31st March 2025 stood at Rs.6563.32 Lakhs and net loss at Rs.1158.24 Lakhs as compared to previous years turnover of Rs.6714.37 Lakhs and net loss of Rs.920.79 Lakhs.

DIVIDEND

In view of the loss incurred for the FY 2024-25, your Board of directors does not recommend any dividend for the financial year.

TRANSFER TO RESERVES

The Company has not transferred any amount to Reserves during the financial year 2024-25.

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

In 2024–25, we relaunched the products Alankar and 9135, initiating commercial sales in the Central and Southern markets. Both products have performed strongly, indicating potential for sales growth supported by intensified field efforts. As part of a strategic business initiative, we introduced Kodanda through a focused partnership with a selected distributor in Andhra Pradesh. Brahma continues to be a popular brand in certain regions of Maharashtra and has now been introduced in Gujarat. Meanwhile, the legacy product 9121 continues to contribute to volumes in niche markets across Maharashtra and Karnataka. Overall, the balanced mix of legacy and newly launched products is expected to strengthen our market presence in the near future.

Maize

The maize hybrid S2 981, characterized by its good cob size and attractive orange grains, is suitable for both Kharif and Rabi seasons. With a medium to low shelling percentage, it is being strategically positioned in markets with potential for scale-up. The newly launched commercial hybrid 2T55 is currently facing headwinds in Karnataka, Maharashtra, and Rajasthan due to intense competition. Efforts are underway to carefully position it for improved market traction. Upcoming hybrids 2T11, 2T14, 2T88, and 2T99 are under evaluation and have shown promising performance. Notably, 2T11 and 2T14 ranked among the top-performing hybrids in university trials conducted by BAU and have been approved for commercial release in Bihar.

Paddy

In 2024–25, hybrid paddy 3T32 and improved paddy varieties Sujaya, Chandini, and Taapsi delivered strong performance and received positive acceptance from farmers. Due to inconsistent performance, the hybrids 3T31, 3TH4322, and 3TH4422 have been discontinued. A new medium-maturity hybrid is currently being advanced in the pipeline. Overall, we are building a robust portfolio of rice hybrids and improved rice varieties, positioning us well for future commercialization opportunities.

Mustard

In 2024–25, the new mustard hybrid 5T55 was launched commercially. Its performance across key states - Rajasthan, Gujarat, Haryana, Uttar Pradesh, Bihar, and Madhya Pradesh - is still being assessed, given its relatively small grain size and oil content. Efforts are underway to identify optimal positioning to capitalize on its strengths. Our existing commercial hybrid S5-630 continues to perform well, with strong brand recall among farmers. This hybrid is expected to be a key contributor to our mustard portfolio over the next three to four years.

Vegetables

In 2024–25, we streamlined our crop and product portfolio to focus on high-value segments, narrowing it down to 10 crops and 45 products. This strategic move contributed to strong growth in Bihar, Uttar Pradesh, Rajasthan,

Andhra Pradesh, and Telangana. Additionally, we initiated business expansion efforts in Chhattisgarh and Madhya Pradesh. Our focus is to spend on research in Tomato, Okra, and Chilli to develop differentiated, high-performing products. In Tomato we have introduced 4102 Vanya. in Okra Nazuk & Korby with short internode distance in general okra markets. We also improved our sales return parameters and aligned resource allocation toward strategic markets with strong growth potential.

RIGHTS ISSUE OF EQUITY SHARES

As a matter of information, during FY 2024-25, your company successfully completed the Rights issue offering of its equity shares aggregating 96,61,315 Equity shares of Rs.10 each at an issue price of Rs.

50 per share. The Rights Issue was opened on March 28, 2024 and closed on April 24, 2024.

Subsequent to the closure of issue period, the Rights Issue Committee of the Board of Directors of the Company at its meeting held on May 02, 2024, in terms of the Letter of Offer dated March 12, 2024 and in accordance with the Basis of Allotment finalized in consultation with BSE Limited (Designated Stock Exchange), and the Registrar to the Issue, approved the allotment of 96,61,315 Equity shares of Rs.10 each at an issue price of Rs. 50 per share.

The Company in respect of the said rights issue has received "Listing approval" from BSE Limited on May 03, 2024 and these shares were allowed for trading on the BSE Limited with effect from May 08, 2024.The Equity shares of the Company remains listed on Bombay Stock Exchange (BSE).

The Proceeds realized by the Company from the Rights issue Offering has been utilized as per the objects of the offer as disclosed in the Letter of Offer dated March 12, 2024. There has been no deviation in the utilization of the Rights Issue proceeds of the Company.

SCHEME OF AMALGAMATION (MERGER):

As you are aware, and as notified to you from time to time, a scheme of Amalgamation was entered into between Tierra Seed Science Private Limited (Transferor Company) with Tierra Agrotech Limited (Transferee

Company) and their respective shareholders and creditors under Section 233 and other applicable provisions of the Companies Act, 2013, and the rules made thereunder including any statutory modifications or re-enactments thereof, if any, on a going concern basis effective 01.04.2024, being the Appointed Date. The said Scheme, subsequent upon approval by the other Authorities, has been sanctioned by the Regional Director, South-East Region, Hyderabad, Ministry of Corporate Affairs vide its order dated 11.02.2025. The certified copy of the order was filed with the Registrar of Companies, Telangana. The Amalgamation (Merger) process stands completed as on date of this Report.

REGISTERED OFFICE:

The Company, vide its circular resolution dated December 30, 2024, approved the shifting of its registered office from the existing address: 1st Floor, Sravana Complex, Kamalapuri Colony Lane, Next to L.V. Prasad

Hospital, Road. No. 2, Banjara Hills, Hyderabad, Telangana, 500034 to the new address:

7-1-24/2/D/SF/204, Greendale, Ameerpet, Hyderabad, Telangana, India, 500016 with effect from December

31, 2024. The change is within the local limits of the same city.

SHARE CAPITAL

The Share Capital of the Company as on March 31, 2025 stands as follows:

Sl. No. Particulars	(Amt. in Rs.)
1. Authorised Share Capital:
8,85,00,000 equity shares of Rs. 10/- each and	Rs. 96,00,00,000
75,00,000 preference shares of Rs.10/- each
2 Issued, Subscribed & Paid up Capital:
6,55,93,693 Equity Shares of Rs. 10/- each	Rs. 65,59,36,930

Note: i. The Rights Issue Committee of the Board of Directors of the Company at its meeting held on May 02, 2024, in terms of the Letter of Offer dated March 12, 2024 approved the allotment of 96,61,315 Equity shares of Rs.10 each at an issue price of Rs. 50 per share per share. Therefore, the paid-up capital of the Company as on March 31, 2025, stands at Rs.65,59,36,930/-ii. Pursuant to the sanction of scheme of Amalgamation entered into between Tierra Seed Science Pri-vate Limited (Transferor Company) with Tierra Agrotech Limited (Transferee Company) and their re-spective shareholders and creditors by the Regional Director, South-East Region, Hyderabad, Min-istry of Corporate Affairs vide its order dated 11.02.2025, the Authorised Capital of the Company has been increased from Rs.80,00,00,000 divided into 8,00,00,000 equity shares of Rs.10 each to Rs.96,00,00,000 divided into 8,85,00,000 equity shares of Rs. 10/- each and 75,00,000 preference shares of Rs.10/- each

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 2024-25.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES Material Subsidiary: Your Company doesnt have any material subsidiary.

Non-Material Subsidiary: During the year, Our Company had a non-material unlisted subsidiary, Tierra

Seed Science Private Limited, which operated in a similar line of business as Tierra Agrotech Limited.

Pursuant to the order sanctioned by the Regional Director, South-East Region, Hyderabad, Ministry of Cor-porate Affairs, dated 11.02.2025 stands amalgamated with Tierra Agrotech Limited. 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

Particulars	2024-25	2023-2024
Revenue from operations	-	-
Profit for the year (before Interest, Depreciation & Tax)	(12.18)	(31.28)
Less:
Interest	-	0.24
Depreciation	1.84	3.76
Provision for Taxation	-	-
Net Profit	(14.02)	(35.28)

The statement containing the salient features of the financial statement of 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.

Consolidated Financial Statements

The Consolidated Financial Statements are prepared in accordance with Indian Accounting Standards (Ind

AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the

Companies Act, 2013 and other relevant provisions of the Act. The Consolidated Financial Statements for the financial year ended March 31, 2025, form part of the Annual Report.

Further, we undertake that the annual accounts of the associate company / joint venture company and the related detailed information will be made available to the shareholders seeking such information at any point of time. Further, the annual accounts of the associate company / joint venture company shall also be kept open for inspection by any shareholder at our Registered office and that of the respective associate company / joint venture Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of your Company, consolidated financial statements along with relevant documents are available on the website of your Company at www.tierraagrotech.com The policy for determining material subsidiaries is available on the website of your Company which may be accessed at --https://tierraagrotech.com/wp-content/uploads/2025/04/Policy-on-Determining-Material-Subsidiaries.pdf

COMPANIES WHICH HAVE BECOME OR CEASED TO BE THE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

As on March 31, 2025, the Company has only one associate or joint venture Company (i.e., M/s. Tidas

Agrotech Private Limited) falling within the definition under the Companies Act, 2013. During the year under review, there was no instance of any existing associate or joint venture Company ceasing to be as such, or any company becoming its subsidiary, associate or joint venture Company. Further, during the year under review, Tierra Seed Science Private Limited, the wholly owned subsidiary, was amalgamated with Tierra Agrotech Limited. As on the date of its report, the Company does not have any subsidiary company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 124(5) 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 OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT;

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,

Risk Management

Your Company has constituted a Risk Management Committee and formulated a policy on Risk Management in accordance with the Act and Regulation 21 of the Listing Regulations to frame, implement and monitor the risk management plan for your Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Furthermore, your Company has set up a robust internal audit function which reviews and ensures sustained effectiveness of internal financial controls by adopting a systematic approach to its work. The Company detects, reports, monitors and manages the principal risks and uncertainties that can impact its ability to achieve its business objectives. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of this Annual Report. The Risk Management Policy of your Company is posted on the website of your Company and the web link is https://tierraagrotech.com/wp-content/uploads/2022/09/Risk-Management-

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 THECOMPANIES ACT, 2013

Details of Loans, Guarantees and Investments made during the Financial Year and / or outstanding as on

March 31, 2025, covered under the provisions of Section 186 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014, are provided in the notes 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) appointed as the Statutory Auditors of your Company at the 11th Annual General Meeting held on August 14, 2024, for a period of 5 years shall hold their office till the conclusion of 16th Annual General Meeting. The Statutory Auditors have confirmed their independence and that they are not disqualified from continuing as Auditors of your Company.

The standalone and the consolidated financial statements of your Company have been prepared in accordance with Ind AS notified under Section 133 of the Act. The Statutory Auditors report does not contain any qualifications, reservations, adverse remarks, matters of emphasis or disclaimers.

The Statutory Auditors were present in the last AGM held on 14th August, 2024.

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 Smt. N. Vanitha, Practicing Company Secretary (C.P. No.: 10573), Hyderabad, to undertake the secretarial audit of the Company for the FY 2024-25. The Secretarial Audit Report issued by Smt. N. Vanitha for the FY 2024- 25 is enclosed as

Annexure 5 to this Report.

The Secretarial Audit Report confirms that your Company has complied with the provisions of the Act, Rules,

Regulations, and Guidelines and that there were no deviations or non-compliances.

Further, we would like to clarify that the said Secretarial Audit Report does not contain any observations or qualifications or reservations or adverse remarks or disclaimers.

Further, in view of the amendments to Regulation 24A of the Listing Regulations, it is proposed to appoint

Smt. N. Vanitha, Practicing Company Secretary (Peer Review Number: 1890/2022), as Secretarial Auditor of your Company for a period of 5 (Five) consecutive financial years i.e., from the FY 2025-26 to FY 2029-30 to undertake Secretarial Audit for each of the said years. Resolution forms part of Notice attached hereto.

REPORTING OF FRAUDS

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

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.

DIRECTORS OR KEY MANAGERIAL PERSONNEL

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, Jayaram Prasad Munnangi, (DIN: 03034183) the director of your company retired by rotation in the previous AGM held on 14th August, 2024 and was reappointed thereat.

Further Sri Srinivasa Rao Paturi (DIN: 01220158) retires by rotation at the ensuing AGM and being eligible offers himself for re-appointment. The Board of Directors recommended his reappointment.

Further Sri Sateesh Kumar Puligundla (DIN: 00023149) was appointed as an Additional Director (Non-

Executive Independent Director) by the Board with effect from May 25, 2024. Subsequently, at the 11th AGM, the members approved his appointment as an Independent Director of the Company for a period of 5 years i.e., from May 25, 2024 to May 24, 2029.

Subsequent to the closure of Financial Year, Shri. Venkata Krishna Rau Gogineni, (DIN: 06775731) Chairman and Independent Director of the Company resigned from the office of Independent director with effect from the closing hours of May 20, 2025, due to his personal reasons.

The current tenure of Sri Simhadri Suryanarayana (DIN 01951750) as an Independent Director of the Company expires on February 03, 2026. In view of the said, resolution proposing his reappointment to the office of Independent Director for another term of 5 years, effective February 04, 2026, forms part of

Notice attached hereto.

All the Independent Directors of your Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation

16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective, independent judgement and without any external influence.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience proficiency) (including and are persons of high integrity and repute. They fulfil the conditions specified in the Act as well as the Rules made thereunder and are independent of the Management.

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) Sri Vijay Kumar Deekonda (DIN 06991267) was re-appointed to the office of Whole-time Director by the Board with effect from December 27, 2024. Subsequently, at the 11th AGM, the members approved his re-appointment as Whole-time Director of the Company for another term of 3 years i.e., from De-cember 27, 2024 to December 26, 2027.

b) Sri Sheshu Babu Dharla tendered his resignation from the office of Chief Financial Officer of the Com-pany with effect from August 16, 2024, due to personal reasons.

c) Further, Sri Vijay Kumar Deekonda (DIN: 06991267), in addition to his responsibilities as Whole-time Director, was appointed as Chief Financial Officer of the Company with effect from November 13, 2024.

d) Sri Hari Singh Chauhan tendered his resignation from the office of Chief Executive Officer of the Com-pany with effect from October 31, 2024, due to personal reasons.

e) Sri Kishan Dumpeta was appointed to the office of Chief Executive Officer by the Board with effect from December 26, 2024.

In terms of Section 203 of the Act, the following are the Key Managerial Personnel (‘KMPs) of the Company as on the date of this Report:

Sri Vijay Kumar Deekonda, Whole Time Director & Chief Financial Officer

Sri Kishan Dumpeta, Chief Executive Officer

Smt. Anagha Devi Kalidindi, Company Secretary & Compliance Officer

MEETINGS OF THE BOARD:

Eight (8) meetings of the Board of Directors were held during the year. The details of the Board and Committee meetings and Independent Directors meeting are given in the Corporate Governance Report which forms part of this Annual Report.

Your Company has also adopted Governance Guidelines on Board Effectiveness which comprise the aspects relating to composition of board and committees, tenure of office of directors, nomination, appointment, development of directors, code of conduct, effectiveness of board and committees, review and their mandates.

Independent Directors Meeting

The Independent Directors of the Company had met on March 28, 2025 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

The composition, attendance, powers and role of the Committees are included in the Corporate Governance Report which forms part of this Annual Report.

POLICY ON DIRECTORS 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 Directors 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 pur-suant to the provisions of the Companies Act, 2013 and Listing Regulations and the same is enclosed as Annexure - 6 and the Remuneration Policy is posted on the website of your Company which may be accessed at https://tierraagrotech.com/wp-content/uploads/2025/08/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 attending meetings of the Board and the Committees. The remuneration paid to Directors and Key Managerial Personnel and all other employees is in accordance withthe Remuneration Policy 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 Listing Regulations are disclosed in the Corporate Governance Report, which formspart of this Report.

(b) Familiarisation/ Orientation program for Independent Directors:

A formal familiarization program was conducted apprising the directors of the amendments in the Compa-nies Act, rules prescribed thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regula-tions, 2015 and all other applicable laws to your Company and 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/2025/04/Details-of-Familiarization-Programme.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 Require-ments) 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 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 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 Direc-tors & Non-Executive Directors who also reviewed the performance of the Secretarial Department. The Nom-ination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria suchas 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 related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by your Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of your Company at large.

All related party transactions are placed before the Audit Committee and also before the Board for approval.

Prior omnibus approval of the Audit Committee is obtained as per the Act and Listing Regulations for the transactions which are foreseeable and repetitive in nature. Your Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions.

Particulars of contracts or arrangements with related parties are provided in Annexure 2 in Form AOC-2 pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 and 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 of your Company and the web link is https://tierraagrotech.com/wp-content/uploads/2025/04/RPT-Policy.pdf

Disclosures of related party transactions under Regulation 34(3) read with Schedule V of the Listing Regulations

S.No In the accounts of	Particulars	Amount at the year ended 31st March, 2025	Maximum amount out- standing during the year 2024-25
1 Tierra Agrotech Limited	(i) Loans and Advances to subsidiaries	NA	NA
	(ii) Loans and Advances to Joint Ventures / associates- Tidas Agro Tech Limited (50;50 Joint Venture Company).	153.22	153.22
	(iii) Loans and advances to firms/companies in which Directors are interested	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 Honble 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 Products Limited - Employee Stock Option Scheme II, 2016 (GPL-ESOS II, 2016) and the Grandeur Products Limited 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. 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, the Nomination and Remuneration Committee of the Board, at its meeting held on February 12, 2025:

Approved the grant of 300,000 stock options to Mr. Kishan Dumpeta, Chief Executive Officer of the Com-pany, under the Grandeur Products Limited Employee Stock Option Scheme II, 2016 (GPL ESOP Scheme II, 2016), at a face value of 10/- per share. The said options shall vest in Mr. Kishan Dumpeta in a phased manner, subject to the performance of the Company, commencing from the financial year 2025 26, in ac-cordance with the terms and conditions approved by the Nomination and Remuneration Committee from time to time.

Revoked the resolution previously passed on March 06, 2024, which had approved the grant of 200,000 shares to Mr. Hari Singh Chauhan, former Chief Executive Officer of the Company, under the "Grandeur Employees Stock Purchase Scheme 2017" (GPL-ESPS 2017). Accordingly, the said grant has been can-celled, and no shares were allotted to Mr. Hari Singh Chauhan during his tenure.

Further, Information pursuant to Section 62 of the Companies Act, 2013 read with Rules made thereunder and details of the Schemes as specified in Part F of Schedule I of SEBI (Share Based Employee Bene-fits and Sweat Equity) Regulations, 2021 are provided as Annexure - 8 to this Report and also available on Companys website and may be accessed at https://tierraagrotech.com/wp-content/uploads/2025/08/

ESOP-Disclosure-pursuant-to-SEBI-SBEB-Reg-2021-FY-2024-25.pdf

It is confirmed that the Schemes are in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and during the year under review no material changes were made to the Schemes.

Certificate has been obtained from secretarial auditor confirming that the Schemes has been imple-mented in accordance with the SEBI Regulations and it will be placed at the forthcoming Annual General Meeting of your Company for inspection by the members.

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/wp-content/uploads/2025/08/Extract-of-Annual-Return-2024-25.pdf

DIRECTORS:

As on March 31, 2025 the Board has 03 Independent (Non-Executive) Directors, 01 whole-time Director (Executive), 02 Non – Executive Directors and 01 Independent Women Director (Non-Executive). Subsequent to the closure of Financial Year, Shri. Venkata Krishna Rau Gogineni resigned from the Office of Independent Director w.e.f closing hours of May 20, 2025.

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

Name of the Director	Designation
Sri Venkata Krishna Rau Gogineni (resigned w.e.f May 20, 2025)	Independent Director
Sri Simhadri Suryanarayana	Independent Director
Sri Sateesh Kumar Puligundla	Independent Director
Sri Srinivasa Rao Paturi	Non-Executive Director
Sri Jayaram Prasad Munnangi	Non-Executive Director
Sri Vijay Kumar Deekonda	Whole-time Director
Smt. Neha Soni	Independent Director

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm 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, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures; b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 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 2024-25 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. Devised proper Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Fixed Deposits

Your Company has neither accepted nor renewed any fixed deposits from the public within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 and as such, no principal or interest was outstanding as on the date of the Balance sheet. Further, your Company has not accepted any loans/advances from any of its Directors during the year under review.

ADEQUACY OF INTERNAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to your Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. The Board has ensured that there are adequate Internal Financial Controls commensurate with the size, nature of operations and requirements.

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 Companys

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 theCorporate 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. All the employees of your Company are covered under the Whistle Blower Policy.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required pursuant to Section 197 of the Companies Act, read with Rule 5 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of your Company is herewith annexed as Annexure - 7 to this report.

INSURANCE

All properties and insurable interests of the Company have been fully insured.

DEMATERIALIZATION OF SHARES

100% of the total paid up equity shares of our Company are in dematerialized form as on 31st March, 2025

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

During the financial year under review, no significant or material orders were passed by the regulators or courts 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, 2025.

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

LISTING & TRADING

Our Equity Shares are listed on BSE Limited. The listing fee for the FY 2025-26 has been duly paid. You may further note that the listing/ trading was not suspended at any time during the financial year 2024-25

HUMAN RESOURCE & INDUSTRIAL RELATIONS:

Your Company continues to foster a culture of fair management practices, endeavoring to provide a conge-nial 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 Companys workforce consists of an invaluable mix of freshers and experienced employees with extensive industry insight – a key cornerstone in the organizations success.

STATEMENT IN RESPECT OF THE SEXUAL HARASSMENT AT WORKPLACE (PREVENTION, PRO-HIBITIONAND REDRESSAL) ACT, 2013:

Your Company strongly supports the rights of all its employees to work in an environment, free from all forms of harassment. Your Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Ha-rassment at workplace as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 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 Employ-ees feel secure. Your Company has also constituted an Internal Complaint Committee, known as Anti Sexual

Harassment Committee, to address the concerns and complaints of sexual harassment and to recommend appropriate action.

(a) Number of complaints of sexual harassment received in the year: Nil

(b) Number of complaints disposed off during the year: Nil

(c) Number of cases pending for more than ninety days: N.A.

COMPLIANCE WITH THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961.

Your Company complies with the provisions of the Maternity Benefit Act, 1961, extending all statutory benefits to eligible women employees, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. Your company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

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.