Financial statements are prepared in accordance with the Indian Accounting Standards (lnd-AS) as prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 20 15 and Companies (Indian Accounting Standards) Amendment Rules, 2016

COMPANY PERFORMANCE / STATE OF AFFAIRS

During the year, revenue from operation of your Company was 11,674.81 Lakhs as compared to 11,601.20 Lakhs in the previous year and the net profit has grown by 67% to 842.46 Lakhs as against 504.08 Lakhs in the previous year.

CHANGE IN THE NATURE OF BUSINESS

Your Company is engaged is the business of manufacturing Agro products for Crop protection and crop nutrition.

There was no change in the nature of the business during the financial year under review, except the change in “object clause” of the Company, as mentioned below:

Alternation of main objects:

Your Company has inserted 3 (three) new objectives in the Main Objects of the Memorandum of Association of the Company in order to enlarge the area of operations and carry on its business economically and efficiently and the proposed activities can be, under the existing circumstances, and advantageously combined with the present activities of the Company, as approved by the shareholders in the Extra Ordinary General Meeting held on 11 February 2023.

SUBSIDIARY COMPANIES/JOINT VENTURES/ASSOCIATE COMPANIES

**23.60 % stake is owned Suraksha in the Company

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

The Audited Financial Statements, the Auditors Reports thereon and the Board's Reports for the year ended 31 March, 2023, of the aforesaid companies, shall be available for inspection by the Members at its registered office, during business hours on all working days up to the date of the Annual General Meeting and the same are also available on the website of the Company www.novaagri.in.

Note:

Your Company does not have any Joint Ventures.

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

Material Subsidiary:

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

CIN: U01403TG2010PTC068405

The Company's policy on determining the material subsidiaries is uploaded on the Company's website at www.novaagri.in.

TRANSFERS TO RESERVES

During the year under review, the entire profit of 842.46 Lakhs for the year ended 31 March 2023 was transferred to the surplus under Reserves and Surplus A/c. No Amount was transferred to Reserves.

DIVIDEND

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

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

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

PUBLIC DEPOSITS

During the financial year 2022-23, your Company has not accepted any deposit that falls within the scope of Sections 73 and 74 of the Companies Act, 2013, read together with the Companies (Acceptance of Deposits) Rules, 2014. Further, there is no amount outstanding at the beginning of financial year 2022-23, which can be classified as ‘Deposits' in terms of Section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposit) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186

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

[as on 31 March 2023]

During the financial year under review, there were following changes:

Allotment of Shares:

Company has allotted 5,00,000 equity shares of 10/- each to “Nova Agritech Limited Employees Welfare Trust” on 06 January 2023 pursuant to “Nova Agri Tech Limited Share-based Employee Benefit Scheme 2022” (“ESOP Scheme”) implemented pursuant to approval of the Board of Directors and Shareholders in their respective meetings held on 23 November 2022 and 19 December 2022 respectively.

Accordingly, the paid-up share Capital of the Company has increased from 12,54,05,480/- (Rupees Twelve Crore Fifty Four Lakhs Five Thousand Four Hundred and Eighty Only) to 13,04,05,480/- (Rupees Thirteen Crores Four Lakhs Five Thousand Four Hundred and Eighty Only).

Split of Shares:

Company has sub divided 1 (one) equity Share of 10/- each of the Company into 5 (five) equity shares of 2/- each (1:5 ratio) pursuant to approval of the Board of Directors and Shareholders in their respective meetings held on 18 January 2023 and 11 February 2023.

Accordingly, 1,30,40,548 equity shares of your Company of face value of 10/- each were sub-divided into 65,202,740 Equity Shares of face value of 2/- each.

However, there is no change in Shareholding pattern or Paid up capital of the Company in lieu of the aforesaid share split.

PROPOSED LISTING/ IPO

Your Company has filed Draft Red Herring Prospectus (“DRHP”) with Securities Exchange Board of India (“SEBI”) on 03 March 2023 proposing listing of its equity shares on BSE Limited and National Stock Exchange of India Limited. Through such Initial Public Offer (IPO), your Company proposes to raise additional fund of 140 Crores through “Fresh Offer”.

Further, existing shareholder of the Company namely Mr. Nutalapati Venkatasubbarao proposes to dilute his stake in the Company by disposing 77,58,620 Equity shares of 2/- each through IPO in “Offer for sale” category.

Utilization of Fund:

Proposed public issue is with a view to utilize the funds for setting up a new formulation plant for the subsidiary Nova Agri Sciences Private Limited and for the expansion of the existing formulation plant. The funds are also used for working capital requirements, besides general corporate purposes. The DRHP submitted by the Company is available at the website of the Company www.novaagri.in.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

Employee Stock Option Scheme (ESOP)

During the year under review, Your Company had implemented “Nova Agritech Limited Share Based Employee Benefit Scheme 2022” (hereinafter referred to as “the Scheme”) to create, issue, offer, grant, allot and/or transfer from time to time, upto a maximum of 5,00,000 (Five Lakh) Options /SARs/Shares or any other benefits that may be granted pursuant to the Scheme, in one or more tranches which shall be convertible into equitable number of Equity Shares of 10/- (Rupees Ten) each, unless otherwise determined by the Compensation Committee as constituted by the Board, through “Nova Agritech Limited Employees Welfare Trust”, a trust established by the Company for implementation and/or administration of the Scheme (hereinafter referred to as “Trust”), at such price or prices, in one or more tranches and on such terms and conditions, as may be determined by the Board in accordance with the provisions of the Scheme, SEBI (SBEBASE) Regulations, 2021.

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

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

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

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

AMENDMENT OF MOA & ADOPTION OF NEW SET OF AOA

During the year, the Memorandum of Association (MOA) was amended vide the resolution passed by Board of Directors dated 18 January 2023 and Shareholders dated 11 February 2023, to reflect

(a) Sub-division in authorized share capital from 20,00,00,000/- divided into 2,00,00,000 Equity Shares of 10/- each to 20,00,00,000/- divided in 10,00,00,000 Equity Shares of 2/- each in Clause V of the MOA of the Company. (b) Insertion of new sub-clauses 3, 4 and 5 after sub-clause 2 of Clause III (A) of the Main Objects of the MOA of the Company.

During the year, the Company adopted new set of Articles of Association (AOA) of the Company vide the resolution passed by Board of Directors dated 18 January 2023 and Shareholders dated 11 February 2023, in substitution and suppression of the existing Articles of the Company.

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of Directors

As on 31 March 2023, the Board comprised of 4 (four) Executive Directors and 4 (four) Non-Executive Independent Directors.

Chairperson

During the year under review, Mr. Adabala Seshagiri Rao, Non-Executive Independent Director (DIN: 09608973) of the Company was elected as Chairperson of the Company w.e.f. 23 November 2022.

Retirement by Rotation

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

In accordance with the provisions of Section 152(6), the Board has proposed Mrs. Malathi Siripurapu (DIN: 03033944) as the Director to “Retire by rotation” in the 16^th AGM.

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

Detailed information as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as “Annexure-A” to the Notice of 16th AGM.

Appointment and Cessation

Directors and Key Managerial Personnel

During the year, there were following changes in Board composition:

Key Managerial Personnel:

During the year under review there were following changes in KMP:

After 31 March 2023 and until the approval of this Directors' Report, there were the following changes in Board composition:

Board of Directors in their meeting held on 2 September 2023, recommended for re-appointment of Mrs. Malathi Siripurapu (DIN: 03033944) as Whole-Time-Director of the Company for a period of 3 (three) years w.e.f. 16 March 2024, Subject to approval of members of the Company in the ensuing shareholders meeting.

Appropriate resolutions for the re-appointment of Mrs. Malathi Siripurapu as Whole-Time-Director are being moved at the ensuing 16^th AGM, which the Board of Directors recommends for your approval.

Detailed information as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as “Annexure-A” to the Notice of 16th AGM.

Declaration by the Independent Directors

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

Opinion of the Board:

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

These Directors meet the criteria of independence, and were selected and appointed, based on well-defined selection criteria. The Nomination and Remuneration Committee considers, inter alia, key qualifications, skills, expertise and competencies, fulfilment of criteria for independence, while recommending to the Board, the candidature for appointment as Independent Director, to enable the Board to discharge its functions and duties, effectively.

Directors' Responsibility Statement

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

i. in the preparation of the annual financial statements for the year ended 31 March 2023, the applicable accounting standards have been followed and there are no material departures;

ii. accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made, so as to give a true and fair view of the state of affairs of the Company as at 31 March 2023 and of the profit & loss of the Company for that period;

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

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

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

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

Annual Evaluation of Individual Directors, Committees and Board

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

The Board took into consideration inputs received from the Directors, covering various aspects of the 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 judgments, safeguarding the interest of the Company and its minority shareholders etc.

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

Board Diversity

The Policy on Board Diversity of the Company devised by the Nomination and Remuneration Committee and approved by the Board is disseminated on the website of the Company www.novaagri.in.

Code of Conduct and Declaration on Code of Conduct

Your Company has laid down a Code of Conduct for all Board members, Senior Management and Independent Directors of the Company, in line with the provisions of SEBI LODR Regulations and the Act. The said Code of Conduct is available on the website of the Company www.novaagri.in. Declaration in this regard forms part of the corporate governance report.

COMMITTEES OF THE BOARD

As on 31 March 2023, the Board has six committees, (i) Audit Committee, (ii) Nomination and Remuneration Committee, (iii) Stakeholders' Relationship Committee, (iv) Risk Management

Committee, (v) IPO Committee and (vi)Corporate Social Responsibility Committee which are constituted as per the provisions of the Companies Act, 2013.

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

Audit Committee

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

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

Nomination and Remuneration Committee

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

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

Stakeholders' Relationship Committee

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

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

Risk Management Committee

The Risk Management Committee was constituted on 27 February 2023.

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

IPO Committee

The IPO Committee was constituted on 27 February 2023.

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

Corporate Social Responsibility Committee

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

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

Composition of the committee, its terms of reference, details of the meeting and such other details are provided in the Report on Corporate Governance annexed. CSR Policy is made available on the website of the Company www.novaagri.in.

Establishment of Vigil Mechanism

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

NO. OF BOARD MEETINGS HELD DURING THE YEAR

The Board of Directors duly met 13 (Thirteen) times during the F.Y. 2022-23. The Details are given in the “Corporate Governance Report” forming party of the Annual Report. The gap between two Board Meetings has not exceeded 120 days.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

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

Details of the familiarization programs of the Independent Directors are available on the website of the Company www.novaagri.in.

STATUTORY AUDITORS

Pursuant to Section 139 and other applicable provisions of the Companies Act, 2013, the Members at the 11^th AGM of the Company held on 22 September 2018, had approved appointment of M/s NSVR & Associates LLP, Chartered Accountants (Firm Registration No. 008801S/S200060), as the Statutory Auditors of the Company, to hold office from the conclusion of the 11^th AGM till the conclusion of the ensuing AGM.

As the Auditor's term is expiring in this AGM, pursuant to the provisions of Section 139 and 142 of the Companies, 2013, and the rules made thereunder, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, the Board of Directors recommends for the re-appointment of M/s NSVR & Associates LLP, Chartered Accountants (Firm Registration No. 008801S/S200060) as Statutory Auditors of the Company for the second term of 5 years i.e. from the conclusion of 16^th Annual General Meeting of the Company to till the conclusion of 21^st Annual General Meeting to be held in the year 2028, to conduct statutory audit of the Company for the financial years commencing from 2023-24 to 2027-28 at a remuneration as may be determined and mutually agreed by the Board the Statutory Auditors.

M/s NSVR & Associates LLP, Chartered Accountants (Firm Registration No. 008801S/S200060) have provided their consent vide letter dated 02 September 2023 and confirmed their eligibility for the proposed appointment as Statutory Auditors of your Company.

Appropriate resolutions is being moved at the ensuing 16^th AGM for reappointment of M/s NSVR & Associates LLP as Statutory Auditors of the Company, which the Board of Directors recommends for your approval.

Replies to the audit remarks;

The Auditors Report for the financial year ended 31 March 2023 does not contain any qualification, adverse remark or reservation and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Fraud reported by Auditors:

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

COST AUDIT/ MAINTENANCE OF COST RECORDS

For the financial year 2022-23, your Company was required to maintain cost records, as specified by the central government under sub-section (1) of section 148 of the Act, is in respect of the activities carried on by the Company and conduct Cost Audit of the same.

During the Year, Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors of your Company upon recommendation of Audit Committee appointed MPR & Associates, Cost Accountants, (Firm Registration No. 000413) as Cost Auditors in its meeting held on 02 September 2023 to conduct audit the cost records of the Company for the financial year 2023-2024 at an annual remuneration of 30,000/-.

Appropriate resolutions is being moved at the ensuing 16^th AGM for ratification of the aforesaid remuneration for the year 2023-24, which the Board of Directors recommends for your approval.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company upon recommendation of Audit Committee, has appointed P. S. Rao & Associates, Practicing Company Secretaries in its meeting dated 02 September 2023, to undertake the secretarial audit of the Company.

Secretarial Audit Report for the year 2022-23 in “Form MR-3” is annexed to this report as “Annexure IV”. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INTERNAL AUDITORS

For the period under review, Internal Audit is not applicable to your Company.

However, for the financial year 2023-24, the Board of Directors had, upon recommendation of the Audit Committee, appointed M/s. V P S & ASSOCIATES (Firm Reg. No. 009280S), Chartered Accountants, as the Internal Auditors of the Company in its meeting 02 September 2023 in accordance with the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT

No material change and commitment affecting the financial performance of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report (i.e. from 1 April 2023 to 2 September 2023) except as mentioned below -

MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

CORPORATE GOVERNANCE REPORT

Report on Corporate Governance is provided as “Annexure VI”, and forms part of this report.

M/s NSVR & Associates LLP, Chartered Accountants (Firm Registration No. 008801S/S200060), Statutory Auditors of the Company have certified the said report in compliance with the requirements of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and the Compliance Certificate forms part of the Corporate Governance Report provided as “Annexure VII”.

ANNUAL RETURN

Annual Return pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return for the year 2022-23, will be available on the website of the Company at www.novaagri.in.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

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

RISK MANAGEMENT FRAMEWORK

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

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

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014.

Conservation of energy:

Technology Absorption:

We firmly believe that technology is the genesis of innovative business practices, which in turn enable the organization to carry out business effectively and efficiently. We intend to make investments in innovative techniques for this regard.

Proceedings under IBC

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

No application made or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016. No one-time settlement of financial dues was made during the period under review.

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

Information required pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable for the FY 2022-23 as the Company is yet to be listed. However, no Employee is in receipt of the remuneration as specified in Rule 5(2) of above stated rule.

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

Transactions, with person(s) or entity(ies) belonging to the Promoter / Promoter Group which hold(s) 10% or more shareholding in the Company, as per Schedule V (2A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the period under review has been provided in notes to the financial statements.

INSIDER TRADING REGULATIONS

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

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

In view of proposed listing, the Company is also in process to implement the Structured Digital Database (SDD) facility as prescribed under SEBI (Prohibition of Insider Trading) Regulations, 2015.

DISCLOSURES WITH RESPECT TO THE DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

Not Applicable, as the Company do not have any shares in the demat suspense account or unclaimed suspense account.

DISCLOSURES OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES

There is no such agreement(s) binding the Company.

SECRETARIAL STANDARDS

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

INDUSTRIAL RELATIONS

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

HUMAN RESOURCES

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

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

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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

OTHER DISCLOSURES

During the year under review

Your Company has not revised financial statement(s).

your Company achieved some of the major events and milestones in the history of our Company as listed below:

AWARDS & RECOGNITION:

During the period under review, some of the awards, accreditation or recognitions received by the Company are listed below:

Awarded with "Best Company of The Year- Soil Health Management" by Agri Awards-2022. Awarded with “HR Best Practices” for 2022 in the category of Talent Acquisition and Management (Medium Scale Industry) by the Federation of Telangana Chambers of Commerce and Industry. Joined as a member “or "IMMA-Indian Micronutrient Fertilizers Manufacturers Association. Awarded as the ‘Leader with Strategic Vision-Business Transformation' by Agri Business Summit & Awards ABSA, 2022.

APPRECIATION:

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

By the Order of the Board