Tierra Agrotech Ltd

DIRECTORS' REPORT

To

The Members,

Your Directors take pleasure in presenting the 11th Annual Report, along with the Company's Audited Financial Statements (Standalone & Consolidated), for the year ended March 31, 2024.

FINANCIAL SUMMARY

The financial results and performance of your Company for the year ended on 31st March, 2024 on Standalone and Consolidated basis is summarized below:

Standalone Basis

For the financial year 2023-24, your Company recorded a turnover of Rs.6714.37 Lakhs and a net loss of Rs.880.80 Lakhs as compared to the previous year's turnover of Rs.6011.46 Lakhs and net loss of Rs.2690.96 Lakhs.

Consolidated Basis

For the financial year 2023-24, on a consolidated basis, the turnover of your Company for the financial year ended 31st March, 2024 stood at Rs.6714.37 Lakhs and net loss at Rs.920.79 Lakhs as compared to previous year's turnover of Rs.6011.46 Lakhs and net loss of Rs.2821.16 Lakhs.

DIVIDEND

In view of the loss incurred for the FY 2023-24 and the current turbulent phase, your Board of directors does not recommend any dividend for the financial year under report.

TRANSFER TO RESERVES

The Company has not transferred any amount to Reserves during the financial year 2023-24.

Cotton

In 2023-24, we introduced product 9135 with commercial sales in central & south market. We conducted field days to showcase these products to farmers and trade channel partners. The response has been very good. Planning scaling up of volumes in coming season. Brahma still remains popular brand in few parts of Maharashtra & introduced in Gujarat. The old products 9121 & 3609 still adding up volumes in niche markets in Maharashtra & Karnataka. Overall product portfolio mix of old & new products will enhance our presence in coming times.

Maize

One of the primary contributory Maize hybrids S2 981 with good cob size and attractive orange grains, suitable for both Kharif and Rabi seasons. The third generations new commercial hybrid 2T55 which has a good yield potential, shelling percentage, orange yellow colour and capsule grains was commercially introduced with very positive response from farmers. Identified new promising hybrids 2T11, 2T14, 2T88 & 2T99 for wide area testing for Andhra Pradesh, Karnataka, Maharashtra & Bihar.

Paddy

During 2023-24, We introduced four new hybrids 3TH3122, 3TH3222, 3TH4322 & 3TH4422 in early and medium maturity segment suitable for all target markets along with commercial launch of 3T32. In selection paddy, new products Chandani, Sonika, Sujaya & Preyasi were given for seeding in Key Rice markets with commercial launch of Madhul, Rajasi, Taapsi. The performance has been appreciated by farmers. Planning commercial launch of 3TH3122, 3TH3222, 3TH4422, Chandani, Sonika, Sujaya & Preyasi in coming years. Overall we have a robust portfolio coming up for commercialization of Rice Hybrids and Selection Rice in coming years.

Mustard

During 2023-24, New Hybrid 5T55 was launched commercially in Mustard. The performance has been well accepted by farmers across states of Rajasthan, Gujarat, Haryana, Uttar Pradesh, Bihar and Madhya Pradesh. Planning to increase the production of hybrid seed for scale up in 2024-25.

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

Vegetables

In the year 2023-24, we streamlined our crop & product portfolio to focus high value segment with 8 crops & 40 Products. We have made good growth in Bihar, Uttar Pradesh, Rajasthan, Andhra Pradesh, and Telangana. Our focus is to spend on research in Tomato, Okra & Chilli to develop unique products. In Tomato we have introduced Yuvaan, Vanya, Uzma, Timea in unique segment with rich Vitamin C; and in Okra- Nazuk & Korby with short internode distance, high tolerant with YVMV in target markets.

During the year under review, the Company has launched its E-Commerce platform www.mekisan.in to ensure

the delivery of high-quality products and services to our valued customers in real time and wider reach of the

products under the brand name "Mekisan".

RIGHTS ISSUE OF EQUITY SHARES

1. During the year under review, your Board of Directors at their meeting held on July 05, 2023 approved the issuance of Equity shares to the eligible equity shareholders on Rights basis for an amount not exceeding Rs.49.90 crores and Constituted Rights Issue Committee in this regard.

2. The Rights Issue Committee of the Board at its meeting held on 22nd July, 2023 have inter alia, considered and approved the Draft Letter of Offer in relation to the proposed rights issue for the purpose of seeking in-principle approval from the stock exchange i.e.; BSE Limited. Subsequently, BSE Limited has given its "In Principle approval" for the said rights issue on September 04, 2023.

3. Further the Board of Directors in their adjourned meeting held on March 12, 2024 approved the Letter of Offer and the same was filed to BSE Limited and dispatched to the eligible shareholders of the Company. The Issue was opened on March 28, 2024 and closed on April 24, 2024.

4. 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 per share.

5. 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.

SHARE CAPITAL

The Share Capital of the Company as on March 31, 2024 stands as follows:

During the year under review, the following changes have occurred in the share capital of the Company pursuant to the resolution passed by the members in the Extra-Ordinary meeting held on May 02, 2023.

• The Authorized Share Capital of the Company was increased from Rs. 47,15,00,000/- divided into 4,71,50,000 equity shares of Rs. 10/- each to Rs. 80,00,00,000/- divided into 8,00,00,000 equity shares of Rs. 10/- each and consequential alteration in the Memorandum of Association of the Company.

• The Company has issued and allotted 3,07,77,213 equity shares of Rs 10/- each at a premium of Rs 20/- per share to the specified investors (Non-Promoter Category) on Preferential basis in the following manner as mentioned below:

i. Allotted 1,03,84,214 equity shares of Rs.10/- each at an issue price of Rs 30 per share on May 06, 2023.

ii. Allotted 75,57,666 equity shares of Rs.10/- each at an issue price of Rs 30 per share on May 12, 2023.

iii. Allotted 1,28,35,333 equity shares of Rs.10/- each at an issue price of Rs 30 per share on May 15, 2023.

Taking into consideration, the aforesaid allotment of equity shares, the Issued, Subscribed and Paid-Up Capital of the Company as on March 31, 2024 stood at Rs. 55,93,23,780/-

Further Subsequent to the closure of Financial Year (i.e.; May 02, 2024), the Rights Issue Committee of the Board of Directors of the Company 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 per share. Therefore, the paid-up capital of the Company as on date of this report stands at 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 2023-24.

Material Subsidiary: Your Company doesn't have any material subsidiary.

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

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

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

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

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

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

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

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE 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, except the following:

• The Board at its Meeting held on July 05, 2023 approved for issue of Equity shares to the existing shareholders on Rights basis aggregating upto Rs.49,90,00,000 and an in principle approval application has been made to BSE Limited for the same. Subsequently, BSE Limited has given its "In Principle approval" for the said rights issue on 04th September, 2023.

• Further the Board of Directors in their Meeting held on March 12, 2024 approved the Letter of Offer and the same was filed to BSE Limited and dispatched to the eligible shareholders of the Company. The Issue was opened on March 28, 2024 and closed on April 24, 2024.

• Rights Issue Committee at its Meeting held on May 2, 2024, had approved the allotment of 96,61,315 fully paid-up equity shares of face value of Rs.10/- (Rupees ten only) each respectively, at an issue price of Rs.50/- (Rupees Fifty only) per equity share ("Equity Shares") aggregating to an amount of Rs. 48,30,65,750/- (Rupees Forty Eight Crores thirty Lakhs Sixty Five Thousand Seven Hundred and Fifty);

• Company is in receipt of the "Listing approval" from BSE Limited on May 03, 2024 and trading approval on May 07, 2024 for the allotment of 96,61,315 equity shares on a Rights issue basis.

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

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

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

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

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

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

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

Details of Loans, Guarantees and Investments made during the financial year ended March 31, 2024, covered under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, are as given in the Note No.7 and Note No.8 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

The Shareholders in their meeting held on September 27, 2019 (06th AGM) approved the appointment of M/s. Ramasamy Koteswara Rao and Co. LLP, Chartered Accountants (Firm Registration Number: 010396S/S200084), as the Statutory Auditors of your Company to hold office till the conclusion of 11th Annual General Meeting. The Board of Directors based on the recommendation of Audit Committee considered the re-appointment of M/s. Ramasamy Koteswara Rao and Co. LLP, Chartered Accountants (Firm Registration Number: 010396S/ S200084) as Statutory Auditors of your Company from the conclusion of 11th Annual General Meeting till the conclusion of 16th Annual General Meeting, subject to approval of members at the ensuing Annual General Meeting. Accordingly, a resolution seeking the re-appointment of M/s. Ramasamy Koteswara Rao and Co. LLP, Chartered Accountants (Firm Registration Number: 010396S/S200084), as the Statutory Auditors of your Company is included in the notice convening the Annual General Meeting for approval of the shareholders.

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 or disclaimers.

The Statutory Auditors were present in the last AGM held on 30th September, 2023.

INTERNAL AUDITORS

The Board of Directors based on the recommendation of the Audit Committee have re-appointed M/s. NSVR & Associates LLP., Chartered Accountants, Hyderabad, as the Internal Auditors of your Company. The Internal Auditors are submitting their reports on quarterly basis.

MAINTENANCE OF COST RECORDS

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

COST AUDITORS

The appointment of Cost Auditors as specified under sub-section (1) of Section 148 of the Companies Act, 2013, is not applicable to the Company.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed Mrs. N. Vanitha, Practicing Company Secretary (C.P. No.: 10573), Hyderabad, to undertake the secretarial audit of the Company for the FY 2023-24. The Secretarial Audit Report for the FY 2023-24 is herewith attached as Annexure 5

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.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has devised proper systems to ensure compliance with the provisions of all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review, your Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India.

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

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

i. Independent and Non-Executive Directors

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Srinivasa Rao Paturi (DIN: 01220158) the director of your company retired by rotation in the previous AGM held on 30th September, 2023 and was reappointed thereat.

Further Mr. Jayaram Prasad Munnangi, (DIN: 03034183) retires by rotation at the ensuing AGM and being eligible offers himself for re-appointment. The Board of Directors recommended his reappointment.

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

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

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, all the Independent Directors of your Company have got their names included in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

ii. Whole Time Directors & Other Key Managerial Personnel

During the year under review,

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

b) Mr. Sheshu Babu Dharla was appointed to the office of Chief Financial officer of the Company effective 30th June, 2023 in place of Mr. Vijay Kumar Deekonda who has resigned from the said office. Mr. Sheshu Babu Dharla is a qualified Chartered Accountant has 16 years of experience in the field of Strategic, Financial Controllership, Fund Management and Accounting Operations and in heading entire accounts & finance functions. He is responsible for overall financial management of the Company.

c) Subsequent upon resignation to the office of Chief Financial officer, Mr. Vyay Kumar Deekonda has continued to act as a Whole Time Director of the company.

Futher, based on the recommendation of Nomination and Remuneration Committee, the Board of Directors have appointed Mr. Sateesh Kumar Puligundla (DIN: 00023149) as an Additional Director (Non-Executive Independent Director) of the Company, effective 25th May, 2024. If approved by the members in their ensuing AGM, Mr. Sateesh Kumar Puligundla shall hold office of Independent Director upto 24th May, 2029. Corresponding resolution forms part of the notice.

Further, based on the recommendation of Nomination and Remuneration Committee, The Board approved for the reappointment of Mr. Vijay Kumar Deekonda (DIN 06991267) to the office of Whole-time Director of the Company for a period of 3 Years, at a remuneration of Rs. 1,15,000 per month, effective 27.12.2024 subject to the approval of Shareholders of the Company. The said appointment is proposed to the members for their approval. Corresponding resolution forms part of Notice

MEETINGS OF THE BOARD:

The Board of Directors met Ten times in the financial year 2023-24 through Physical Meeting and Video Conferencing as permitted by relevant MCA circulars & SEBI Circulars read with Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014 under provisions of the Companies Act, 2013. The intervening period between any two consecutive Board Meetings was within the maximum time gap prescribed under the Companies Act, 2013, Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SS-1 issued by ICSI. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report.

Independent Directors Meeting

The Independent Directors of the Company had met on March 29, 2024 to review the performance of nonindependent directors and the Chairperson of the Company, including overall assessment on the effectiveness of the Board in performing its duties and responsibilities.

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

Committees

The Board has following statutory committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

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

(a) Procedure for Nomination and Appointment of Directors:

The Nomination and Remuneration Committee has been formed in compliance with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to Section 178 of the Companies Act, 2013. The main object of this Committee is to identify persons who are qualified to become directors and who may be appointed in senior management of your Company, recommend to the Board their appointment and removal and shall carry out evaluation of every Director's performance, recommend the remuneration package of both the Executive and the Non-Executive Directors on the Board and also the remuneration of Senior Management, one level below the Board. The Committee reviews the remuneration package payable to Executive Director(s), makes appropriate recommendations to the Board and acts in terms of reference of the Board from time to time.

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

The remuneration determined for Executive/Non-Executive Directors is subject to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors. The Non-Executive Directors are entitled to sitting fees for the Board/Committee Meetings and profit based commission. The remuneration paid to Directors and Key Managerial Personnel and all other employees is in accordance with the Remuneration Policy of your Company. The Whole Time Director of your Company has not received any remuneration or commission from any of the subsidiaries of your Company.

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

(b) Familiarisation/ Orientation program for Independent Directors:

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

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

The details of such familiarization programs for Independent Directors are posted on the website of your Company which may be accessed at https://tierraagrotech.com/wp-content/upioads/2024/04/Detalls-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 individuality as well as the evaluation of the working of its Audit, Nomination and Remuneration and all other committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as Level of engagement and contribution, independence of judgment, safeguarding the interest of your Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Independent Director being evaluated.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of your Company was evaluated, taking into account the views of the Executive Directors & Non-Executive Directors who also reviewed the performance of the Secretarial Department. The Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. The Directors expressed their satisfaction with the evaluation process.

RELATED PARTY TRANSACTIONS:

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

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

The policy on related party transactions and dealings in related party transactions, as approved by the Board is uploaded on the website which may be accessed at https://www.tierraagrotech.com/wp-content/ uploads/2022/Q4/RPT-Policy.pdf

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

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

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

Two employee benefit plans, namely, Grandeur Employee Stock Option Scheme II, 2016 (GPLESOS II, 2016) and the Grandeur Employees Stock Purchase Scheme 2017" ("GPL-ESPS 2017") were formulated vide special Resolution passed by the Shareholders of Grandeur Products Limited dated 8th November, 2016 and at Extra Ordinary General Meeting held on 25th March, 2017 respectively with an objective of enabling the company to retain talented human resources by offering them the opportunity to acquire a continuing equity interest in the Company, which will reflect their efforts in building the growth and the profitability of the Company. The ESOP Plan is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

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 has approved to grant of 2,00,000 equity shares pursuant to Grandeur Employee Stock Purchase Scheme at a face value of Rs.10/- per share. The shares will be transferred from the Grandeur Employees welfare trust to Mr. Hari Singh Chauhan, Chief Executive officer of the Company based on the performance of the Company from the FY 2024-25 as approved by the Nomination and Remuneration Committee from time to time.

Details regarding the above mentioned schemes along with their status are annexed as "Annexure- 8" and forms part of this report and also available on Company's website and may be accessed at https://tierraagrotech. com/wp-content/upioads/2024/07/ESOP-Disciosure-pursuant-to-SEBI-SBEB-Reg-2021.pdf Further certificate from Secretarial Auditors, with respect to implementation of the above Employee's Stock Option Schemes in accordance with SEBI Guidelines and the resolution passed by the Members of the Company, would be placed before the Members at the ensuing AGM and shall also be available on website of the Company.

POLICY ON MATERIAL SUBSIDIARIES:

The Policy on Material Subsidiaries as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as approved by the Board is uploaded on the website of your Company which may be accessed at https:// www.tierraagrotech.com/wp-content/upioads/2022/04/Determining-Materiai-Subsidiaries.pdf

ANNUAL RETURN:

In accordance with Section 134 (3) (a) of the Companies Act, 2013, a copy of Annual Return in the prescribed format i.e. Form MGT-7 is placed on the website of your Company which may be accessed at https:// tierraagrotech.com/wp-content/upioads/2024/07/Extract-of-Annuai-Return-2023-24.pdf

DIRECTORS:

As on March 31, 2024, the Board has 02 Independent (Non-Executive) Directors, 01 whoie-time Director (Executive), 02 Non - Executive Directors and 01 Independent Women Director(Non-Executive). Subsequent to the closure of Financial Year, Mr. Sateesh Kumar Puiigundia was appointed as an additional Director under the Category of Independent Director pursuant to the Board Resoiution dated May 25, 2024

The Board of Directors of your Company presentiy comprises of the foiiowing Directors:

Director retiring by rotation seeking reappointment:

Mr. Jayaram Prasad Munnangi, Non-Independent Non-Executive Director is liable to retire by rotation at the ensuing Annual General Meeting and seeking reappointment, be re-appointed by the shareholders. A brief profile of Mr. Jayaram Prasad Munnangi is given below.

Mr. Jayaram Prasad Munnangi is a B. Tech Graduate in Electronics and Instrumentation from Vinayaka Mission University, Salem, Tamil Nadu and MBA (Finance and Marketing) from Cardiff University, United Kingdom(UK). He is a businessman with varied interests in the field of manufacturing, marketing and real estate. He has over 10 years' experience in the field of automobiles.

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

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

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

Board Evaluation

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

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

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

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to 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, 2024, 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, 2024 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 2023-24 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.

DEPOSITS:

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

LOANS FROM DIRECTORS:

During the Financial Year, the Company has not received any loans from the Directors of the Company.

ADEQUACY OF INTERNAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

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

VIGIL MECHANISM:

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through your Company's Whistle Blower Policy, to deal with instances of fraud and mismanagement, if any in the Group. The Policy provides for adequate safeguards against victimization of employees and Directors who avail the mechanism and also provides for direct access to the Chairman of the Audit Committee. The details of the Policy are explained in the Corporate Governance Report and is also available on the website of your Company which may be accessed at https://tierraagrotech.com/wp-content/uploads/2022/04/Vigil-Mechanism.pdf

The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All the employees of your Company are covered under the Whistle Blower Policy.

REPORTING OF FRAUDS:

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

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as amended in respect of our employees, is attached herewith and marked as Annexure- 7

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, 2024

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, 2024.

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, Mumbai. The listing fee for the FY 2024-25 has been duly paid. You may further note that the listing/ trading was never suspended at any time during the financial year 2023-24

HUMAN RESOURCE & INDUSTRIAL RELATIONS:

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

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

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

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

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

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

GREEN INITIATIVE IN CORPORATE GOVERNANCE:

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

ACKNOWLEDGEMENTS:

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