Tierra Agrotech Ltd Directors Report

To

The Members,

Your Board of Directors take pleasure in presenting the 13th Annual Report, along with the Companys Audited

Financial Statements (Standalone & Consolidated), for the financial year ended March 31, 2026.

FINANCIAL SUMMARY

The financial results and performance of your Company for the year ended on 31st March, 2026 on Standalone and Consolidated basis is summarized below:

Standalone Basis

(Rs.in Lakhs)

Particulars	2025-26	2024-25
Revenue from Operations	7273.04	6563.32
Other Income	157.64	98.40
Total Revenue	7430.68	6661.72
Profit for the year (before Interest, Deprecation & Tax)	(650.71)	(1,432.92)
Less :
Interest	175.87	6.53
Depreciation	123.72	141.26
Provision for Taxation (including deferred tax)	(358.76)	(422.47)
Net Loss	(591.54)	(1158.24)

For the financial year 2025-26, your Company recorded a turnover of Rs.7430.68 Lakhs and a net loss of Rs. 591.54 Lakhs as compared to the previous year s turnover of Rs. 6661.72 Lakhs and net loss of Rs. 1158.24 Lakhs.

Consolidated Basis

(Rs.in Lakhs)

Particulars	2025-26	2024-25
Revenue from Operations	9846.71	6563.32
Other Income	154.38	98.40
Total Revenue	10001.10	6661.72
Profit for the year (before Interest, Deprecation & Tax)	(597.96)	(1,432.92)
Less
Interest	175.93	6.53
Depreciation	124.64	141.26
Provision for Taxation (including deferred tax)	(400.16)	(422.47)
Net Profit/ Loss	(498.37)	(1158.24)

For the financial year 2025-26, on a consolidated basis, the turnover of your Company for the financial year ended 31st March 2026 stood at Rs. 10001.10 Lakhs and net loss at Rs. 498.37 Lakhs as compared to previous year s turnover of Rs. 6661.72 Lakhs and net loss of Rs.1158.24 Lakhs.

DIVIDEND

In view of the loss incurred for the FY 2025-26, 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 2025-26

STATE OF AFFAIRS OF THE COMPANY

Tierra is one of the pioneers in the field of agro-technology, integrating scientific innovation, agricultural expertise, and advanced technology to develop superior agricultural products and solutions. The Company is engaged across the agricultural value chain, encompassing research and development, product development, production, processing, quality management, and commercialization.

Tierra follows a research-driven approach focused on developing and delivering high-quality products designed to address the evolving requirements of farmers and the agricultural sector. The Companys research and development initiatives are aimed at improving crop performance, productivity, quality, and resilience, while identifying opportunities to introduce innovative products aligned with changing market needs.

The Company has a diversified product portfolio across major crops, including Cotton, Rice, Corn, Mustard, Tomato, Okra, and Hot Peppers. This broad crop coverage enables Tierra to serve multiple agricultural segments and participate across diverse cropping cycles and geographies.

Tierra has established a Pan-India sales and distribution presence, enabling the Company to reach customers and agricultural markets across various states and agro-climatic regions of the country. Its nationwide market presence provides the Company with valuable insights into regional cropping patterns, farmer requirements, and evolving market dynamics, thereby supporting informed product development and commercialization strategies.

The Companys integrated operations, supported by its research capabilities and nationwide sales network, enable it to efficiently take products from the development stage through production, processing, and commercialization. This integrated model also facilitates closer engagement with the market and helps Tierra respond effectively to emerging agricultural opportunities and customer requirements.

Innovation continues to be a key driver of Tierras business operations. The Company continuously evaluates advancements in agricultural science and technology, emerging market trends, and changing farmer needs to strengthen its product portfolio and develop solutions that deliver sustainable value. The combination of scientific research, agricultural expertise, operational capabilities, and Pan-India market reach provides Tierra with a strong foundation for sustained growth.

Going forward, the Company remains focused on expanding its product portfolio, strengthening its research and development capabilities, enhancing production and processing efficiencies, deepening its Pan-India distribution network, and leveraging emerging opportunities in the agro-technology sector to create long-term value for its stakeholders.

REGISTERED OFFICE:

The registered office of the Company is at 7-1-24/2/D/SF/204, Greendale, Ameerpet, Hyderabad, Telangana, India, 500016 with effect from December 31, 2024.

SHARE CAPITAL

The Share Capital of the Company as on March 31, 2026 stands as follows:

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

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 2025-26.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES Material Subsidiary:

During the year under review, Tidas Agrotech Private Limited, which was previously a Joint Venture Company, became a Wholly Owned Subsidiary of the Company with effect from August 22, 2025 upon acquisition of the remaining equity shares of the Company.

Further, as on 31st March, 2026, Tidas Agrotech Private Limited has become a wholly owned material subsidiary of your Company. The Company is into the business engaged in the development, production, processing, research, marketing, import, export and distribution of bio-fertilizers, plant nutrients, growth hormones, herbal products, farm equipment and other agricultural inputs. The performance of the Company, in brief, is hereunder:

(Rs. In Lakhs)

Particulars	2025-26	2024-2025
Revenue from operations	2,573.68	-
Profit for the year (before Interest, Depreciation & Tax)	53.17	(12.18)
Less:
Interest	9.38	0.24
Depreciation	1.84	1.84
Provision for Taxation	(41.40)	-
Net Profit	83.35	(14.02)

The statement containing the salient features of the financial statement of Wholly owned Subsidiary 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.

Non-Material Subsidiary: Nil

Joint Venture : Your Company does not have any Joint ventures

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, 2026, form part of the Annual Report.

Since the Company doesnt have any associate/ Joint venture Companies, there is no need to provide any related information to the shareholders.

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, 2026, the Company has one wholly owned subsidiary, namely, Tidas Agrotech Private Limited, falling within the definition of a subsidiary under the Companies Act, 2013.

During the year under review, Tidas Agrotech Private Limited, which was a joint venture with Tierra Agrotech Limited until August 21, 2025, subsequently became a wholly owned subsidiary of the Company. Accordingly, as on March 31, 2026, Tidas Agrotech Private Limited continues to be the sole wholly owned subsidiary of the 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.

PROPOSED COMPOSITE SCHEME OF ARRANGEMENT AND AMALGAMATION

No material changes and commitments have occurred after the close of the financial year till the date of this affect report which the financial position of the Company.

However, during the year under review, the Company continued the process relating to the draft Composite

Scheme of Arrangement and Amalgamation amongst Nishpra Community Solutions Private Limited ( NCSPL / Transferor Company ) into and with Tierra Agrotech Limited ( TAL / Transferee Company ), subject to the receipt of the requisite statutory, regulatory, stock exchange, NCLT, shareholders and creditors approvals, as applicable.

Further, the Company has received the in-principle approval from BSE Limited on 13th July 2026 in relation to the Scheme, subject to compliance with the applicable laws, regulations and conditions stipulated by the Stock Exchange and other regulatory authorities.

As on the date of this Annual Report, the Company is yet to make an application/petition before the Honble National Company Law Tribunal, Hyderabad Bench ( NCLT Hyderabad ) in relation to the Scheme. Accordingly, the Scheme has not yet become effective and remains subject to the receipt of the requisite approvals from the NCLT Hyderabad and other statutory, regulatory, shareholders and creditors approvals, as applicable.

The Company will make necessary disclosures and take further steps in accordance with the applicable laws upon filing of the Scheme with the NCLT Hyderabad, receipt of the requisite approvals and completion of the

Scheme.

Risk Management

YourCompanyhasconstitutedaRiskManagementCommitteeandformulatedapolicyonRiskManagement 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-Policy.pdf?_gl=1*qlf7bv*_ gcl_au*MTA0MjM1NDc3Ny4xNzQ4MzQ2OTQx*_ga*MTcxMzU5MzI5M C4xNzQ4MzQ2OTI4*_ga_ KGE94XV0VT*czE3NTQ5NjAyNjMkbzMkZzEkdDE3NTQ5NjA0ODUkajY wJGwwJGgw

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, 2026, 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 office 5 years, who shall hold their 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 Auditor s 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 25th September, 2025.

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 and Regulation 24A of SEBI (LODR) Regulations, 2015, the Board of Directors, on the recommendation of the Audit Committee at its meeting held on August 09, 2025, recommended the appointment of Smt. N. Vanitha, Practising Company Secretary, as Secretarial Auditor of the Company for a period of five consecutive financial years commencing from FY 2025-26 to FY 2029-30. The Members of the Company at their 12th AGM held on September 25, 2025 approved the appointment of Smt. N. Vanitha, Practising Company Secretary, as Secretarial Auditor of the Company for a period of five consecutive financial years commencing from FY 2025-26 to FY 2029-30. The Secretarial Audit Report issued by Smt. N. Vanitha for the FY 2025- 26 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, as Tidas Agrotech Private Limited became a material wholly owned subsidiary of the Company as on March 31, 2026, the Board of Directors at their meeting held on August 14, 2026 appointed Smt. N. Vanitha, Practicing Company Secretary (C.P. No.: 10573), as the Secretarial Auditor of the Company for the financial year 2025–26 to conduct the secretarial audit and issue the Secretarial Audit Report in accordance with the applicable provisions of the Companies Act, 2013, the rules made thereunder and the applicable provisions of the Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( SEBI LODR Regulations ). Accordingly, the Secretarial Audit Report in Form No. MR-3, as submitted by Smt. N. Vanitha, forms part of this Report and is annexed hereto as Annexure 5A. 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, 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.

Subsequent to the closure of Financial Year, Ms. Neha Soni (DIN: 09724152) Independent Director of the Company resigned from the office of Independent director with effect from the closing hours of May 16, 2026, due to personal reasons.

Further Smt. Jonnada Vaghhira Kumari (DIN: 06962857) was appointed as an Additional Director (Non-Executive Independent Director) by the Board with effect from Aug 14, 2026 for a period of 5 years till August 13, 2031, subject to approval of the shareholders in the ensuing Annual general Meeting by passing Special Resolution.

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, i. Sri Ranjith Mupparapu has been appointed as Chief Financial Officer(CFO) of the Company with effective from 14th November, 2025 ii. Sri Vijay Kumar Deekonda (DIN: 06991267), the Whole Time Director of the Company has been relieved from his additional responsibilities of Chief Financial Officer of the Company with effect from 14th November, 2025.

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

Sri Mupparapu Ranjith, Chief Financial Officer w.e.f. from November 14, 2025

Sri Pulyala Abhinash, w.e.f. 26th May, 2026 - Company Secretary & Compliance Officer

Smt Kalidindi Anagha Devi (till 17th April, 2026), Company Secretary & Compliance Officer

Sri Kishan Dumpeta (till 31st July 2026) Chief Executive Officer

MEETINGS OF THE BOARD:

Seven (7) 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 January 12, 2026, to consider and recommend the proposed draft Composite Scheme of Arrangement and Amalgamation amongst Nishpra Community Solutions Private Limited ( NCSPL / Transferor Company ) and Tierra Agrotech Limited ( TAL / Transferee Company ), subject to receipt of the requisite statutory, regulatory, stock exchange, NCLT, shareholders and creditors approvals, as applicable.

Further, the Independent Directors met on March 27, 2026, to review the performance of the Non-Independent Directors and the Chairperson of the Company, and to undertake an overall assessment of 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-a-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 pursuant 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 with the 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 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 Com-panies 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/ De-tails-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 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 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 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 related party transactions that were entered into during the financial year were on an arm s 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 approv-al. 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

(Rs in Lakhs)

S.No In the accounts of	Particulars	Amount at the year ended 2025-26	Maximum amount outstanding during the year 2025-26
1 Tierra Agrotech Limited	(i) Loans and Advances to subsidiaries- Tidas Agrotech Private limited	189.23	189.23
	(i) Loans and Advances to Joint Ventures- .	NA	NA
	(ii) Loans and advances to associates	NA	NA
	(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 companywhen 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 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, has not granted any stock options to any employee of the Company.

Further, Information pursuant to Section 62 of the Companies Act, 2013 read with Rules made thereun-der and details of the Scheme s 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 were 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 Smt. N Vanitha, Practising Company Secretary, confirming that the Scheme has been implemented in accordance with the SEBI Regulations and it will be available for inspection by the members during the ensuing Annual General Meeting.

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/2026/09/Extract-of-Annual-Return-2025-26.pdf

DIRECTORS:

As on March 31, 2026 the Board has 03 Independent (Non-Executive) Directors including 01 women Director, 01 whole-time Director (Executive), 02 Non – Executive Directors. Subsequent to the closure of Financial Year, Smt Neha Soni resigned from the Office of Independent Director w.e.f. closing hours of May 16, 2026 and Smt Jonnada Vaghira Kumari was appointed as women Independent Director with effective from 14th August, 2026 and Sri Jayaram Prasad Munnangi resigned from the office of Non-Executive Director with effective from 1st September 2026.

As on the date of this Report, the Board has 03 Independent (Non-Executive) Directors including 01 women Director, 01 whole-time Director (Executive), 01 Non – Executive Director, which is in compliance with Companies Act, 2013 and SEBI (LODR) Regulations.

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

Name of the Director	Designation
Sri Simhadri Suryanarayana	Independent Director
Sri Sateesh Kumar Puligundla	Independent Director
Sri Srinivasa Rao Paturi	Non Executive Non Independent Director
Sri Jayaram Prasad Munnangi (till 1st September 2026)	Non Executive Non Independent Director
Sri Vijay Kumar Deekonda	Whole-time Director
Smt Neha Soni (till 16th May, 2026)	Independent Director
Smt Jonnada Vaghira Kumari (w.e.f. August 14, 2026)	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, 2026, 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, 2026 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 2025-26 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 efficien 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 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. 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, 2026

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 INSOLVEN-CY 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, 2026.

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 2025-26.

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 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 Harrassment 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 Employees 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.

For and on behalf of Board of Directors of Tierra Agrotech Limited

	Sd/-	Sd/-
	Vijay Kumar Deekonda	Suryanarayana Simhadri
Place: Hyderabad	Wholetime Director	Director
Date: September 01, 2026	DIN :06991267	DIN 01951750