JK Agri Genetics Ltd

TO THE MEMBERS

Your Directors have pleasure in presenting the Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended 31^st March 2024.

( in Crore)

Considering the financials of the Company, no dividend has been recommended by the Board for the

Financial Year 2023-24 ended 31^st March 2024.

The year 2023-24 has been a challenging year for the seed industry in general. In the case of JK Agri, overall revenue and profitsdeclined due to reduction in the vegetable business caused by rationalisation of non-viable products from company's portfolio as well as shift in crop segments due to extreme weather conditions. Due to ‘black thrips' epidemic in South India, the cropping pattern shifted from chilli to cotton in major areas negatively resulting in sales of chilli seeds.

Insufficientand delayed rains forced farmers to shift to alternate crops while paddy farmers in the east shifted from hybrid to varietal and saved seed whereas farmers in South and Central India shifted to pulses due to delayed monsoon. In case of Mustard, the commodity price was low compared to previous season hence, farmers in many places shifted to self-saved seeds instead of purchasing hybrid mustard seeds. In the year 2023, the Company introduced a new hybrid JKCH-9555 in big boll segment. Performance of New hybrids of vegetables i.e., JK 1020 (Chilli) and JK Vijeta in okra is encouraging and likely to drive future vegetable business. New hybrid 2044 in Bajra and 6901 Gold in Mustard are also promising and is planned aggressively for next few years. On the export front, your Company continues to carefully expand its geographical and product footprints by diversifying into new crops. Meanwhile, our existing products in Tomato, Okra, Brinjal, Millet and Sorghum continue to grow. The Company has got new registrations in Sri Lanka (2 Tomato varieties, 1 each in Bitter Gourd and Pumpkin), Myanmar (2 Tomatoes, 1 each Millet and Sorghum), Nepal (Paddy), Burkina Faso (1 Maize, 1 Sorghum) and Egypt (SSG). In Cotton, X -Gene Cotton de-regulation process in Bangladesh is complete and large-scale registration trails are being conducted, which will be commercialized in 2025 season. However, during the year, export business had to face headwinds in Sri Lanka, Bangladesh, Sudan etc. due to political instability, forex availability & sharp currency depreciation in the importing countries coupled with high freight costs.

Despite these challenges, the team at JK Agri focussed on demand generation activities to promote the products. The Company connected with more than 1200 distributors through distributor meetings which established positive sentiment among our trade partners. The sales team is focussed on covering

10,000 key villages and 1.5 lakh farmers. The Company has adopted a new commercial policy and started

‘focussed distributor' approach, which has generated improved advance bookings for the Kharif-24 season. Effective use of technology has been made to improve customer connect by mapping all the trade partners as well as all the farmers and retailers through the app.

The share of agriculture in India's GDP declined to 15 percent in last fiscalyear compared to 35 percent in 1990-91 due to rapid growth in industrial and service sector. However, despite challenges posed by the global health crisis and variability in climate conditions, the sector has demonstrated remarkable resilience. Agriculture and allied services grew by an average of 4 percent for the last 6 years. The government's farmer-centric focus was key, which is reflected in 5 times increase in the budget set aside for agriculture from Rs 1.37 lakh crore during 2007-14 to Rs 7.27 lakh crore during 2014-25. Pradhan Mantri Fasal Bima Yojana

(PMFBY) has become world's largest crop insurance scheme in terms of farmer enrolments. Agriculture

Infrastructure Fund has been key to farmers' welfare as several projects are underway including warehouses, sorting & grading units, cold store projects, and other kinds of post-harvest management.

Your Company has been constantly contributing to domestic GDP by developing new products in cotton, rice, maize, pearl millet, jowar, wheat and mustard along with vegetables, like tomato, chilli, bhindi, gourds and brinjal to support Indian farming community and consumers. The Company continues to strengthen focus on developing products for multiple climatic regions in India, ASEAN and African markets to fulfil customer needs and ensuring food security. The Company has major focus in advanced research to encounter threat due to biotic stresses caused by viruses, fungi, bacteria, mycoplasma, nematodes, insects, etc. and abiotic stresses caused by moisture, heat and cold tolerance to develop climate resilient varieties.

To promote sustainable growth and mitigate climatic challenges, the Company has strengthened advanced molecular breeding in the field crops, cotton and vegetable crops using various biotechnology tools for precision breeding and has shifted from traditional molecular breeding to advanced molecular markers assistedbreeding(e.g.,singlenucleotidepolymorphism (SNP) markers and real time polymerase chain reaction technology platform, genome sequencing and molecular marker discovery etc.) to develop products in the shortest possible time. Use of biotechnology in breeding is assisting in development of disease resistant, climate resilient, more nutritious and tastier crop varieties. Strengthened strategic field trials with stringent product advancement procedure have been put in place to identify best performing products for wider adaptability. Seed production research is being strengthened for cost effectiveness and improved quality seed production by various technological interventions, like genetic male sterility, cytoplasmic male sterility, etc. To stay competitive, productive and sustainable, the Company is emphasizing on use of digital platforms, artificial intelligence and mechanisation of R&D.

In India, there is growing emphasis on technological transformation and farmers are benefiting from the adoption of emerging technologies like precision agriculture techniques to optimize the productivity, usage of kisan drones, geographic information systems (GIS), remote sensing technologies, satellite imagery,

IoT, while big data analytics are providing farmers information on rainfall patterns, climate changes, fertilizer requirements etc. for crop monitoring, crop pest/ nutrition management. ArtificialIntelligence and Robotic system provide crucial insights to perform labour intensive activities like land preparations, spraying, irrigation etc. for optimum resource utilization with the goal of enhancing yields, saving costs and maximizing the profits. Block chain technologies are contributing transparency in agricultural supply chain and innovations in biotechnology are leading to modified crops with significantpest and disease resistance.

Regarding market linkages, many of the tech-platforms are currently acting as facilitators and strengthening direct connection between buyers and sellers which leads to guaranteed better prices thereby contributing to overall economic prosperity of farmers. There is an increasing adoption of fintech platforms providing enhanced access to credit, crop insurance and various financialservices to farmers. The government has also created Agri stack, for effective planning, monitoring, policymaking, strategy formulation, and implementation of schemes. A special fund, the Food Processing Fund (FPF) of US$ 265 million has set up by the Government in NABARD for extending affordable credit to food processing enterprises in the designated food parks. Private companies are permitted to conduct cluster farming of specified horticulture crops. With such emerging trends, there is huge market scope and ample opportunity for growth.

Agriculture sector is plagued by the problem of low productivity because of poor dissemination of information on technologies & improved farming practices, lack of proper irrigational facilities and poor knowledge of optimum pesticide/nutrition management in farmlands. Agriculture being vulnerable to climate change like erratic weather patterns, droughts, floods etc., affects the production of crops and increases customer prices. Lack of infrastructure in rural areas including poor means of transport, limited storage facilities, and limited access to credit acts as a key inhibitor for farmers to store and transport their produce to different markets. Indian agriculture is dominated by small and marginal farmers with limited access to resources making it difficultto compete and scale up their production.

These challenges have contributed to the stagnation of agricultural sector growth and affected livelihood of millions of farmers. Government is actively involved in devising schemes and initiatives to support the small and marginal farmers. Many private players are also working towards production of high yielding hybrids and varieties to improve the productivity of the crops with limited resource intake. Addressing these key challenges is essential for long term sustainable growth of agriculture sector in India.

2024-25 would also be a challenging year for seed business as the industry has seen a significantdrop in seed production of Hybrid Paddy, Cotton and Maize across companies. The impact would be more severe for companies which are carrying lower opening inventories.

The year has been marked by significantstrides in Human Resources initiatives, reinforcing our commitment to fostering a supportive, dynamic, and inclusive workplace. Our strategic focus has been on talent acquisition, development, and retention, ensuring that we not only attract top talent but also nurture and retain our existing workforce. The digital interventions, implementation of CRM systems over the year have significantlyenhanced our operational capabilities, customer relationships, and employee engagement. Our commitment to digital transformation will ensure that we remain agile and responsive to the dynamic business environment.

Leadership communication at various forums reiterated and reinforced the commitment towards Core values of Integrity, Openness, Fairness and Trust as our pillars for the future. Effective Management of the 3P's -Purpose, People and Process to a large extent had helped us to navigate through these uncertain times and gear up to meet the challenges ahead. In line with our core values of Caring for People and Commitment to Excellence we always thrive to give the best opportunities to employees to enhance their skillset and deliver effectively. Our ability and capability of moving quickly and being responsive has helped us to effectively manage the organizational structural changes in an effective manner. Transformation of the business with a global perspective & emerging challenges being the key objective our transparent social media framework helped us in fostering a healthy two-way communication process between the employees and management. The Company received 5^th successive certificationof "Great Place to Work" and is listed as the Top 10 Seed

Companies in India.

Our Corporate Social Responsibility (CSR) initiatives are integral to our business strategy and reflect our dedication to making a positive impact on society and the environment. Advocating farmers on latest Management practices along with new Agricultural equipment and new spray molecules to control pests & diseases along with mitigating abiotic stress factors. The training covers various farm management practices, importance of seed selection, improving yields, improved seed quality in terms of germination and genetics purity with reference to new and improved practices, technology in alliance with specificagro-climatic regions enabling better Livelihood. Wellness and Health Camps are conducted in collaboration with reputed healthcare centres. Medical camps cover Physical fitness, ECG, Gynaecologist consultation, complete blood examination and supplements are extended to diagnosed. Also focusing upon child health education where focus was upon hygiene issues, eating habits, adverse effects of tobacco & drugs.

The Company has a Corporate Social Responsibility

(CSR) Policy in accordance with the provisions of the Act and rules made thereunder. The CSR Policy along with the CSR projects approved by the Board, the composition of the Committee and other relevant details are disclosed on the website of the Company at https://jkagri.com/wp-content/uploads/2024/04/

CSR-Policy-Projects-Committee.pdf

The Company did not meet any of the threshold limits specified under Section 135 of the Act (based on the financials of the Company for the Financial Year 2022-23), accordingly, there was no obligation to spend any amount on CSR activities during the

Financial Year 2023-24. However, based on the recommendation of the CSR Committee, the Board of Directors unanimously approved to make voluntary contribution of Rs. 5.00 Lakh towards CSR related activities during the Financial Year 2023-24.

The Annual Report on the CSR activities undertaken by the Company during the Financial Year under review, in the prescribed format, is annexed to this

Report as Annexure – CSR.

Key changes in financial indicators, are given in the

Notes to Financial Statements.

Internal Control Systems are the foundation for ensuring achievement of organisations objectives of operational efficiencies, reliable financial reporting and compliance with laws, regulations & policies. The Company has a well-definedInternal Control System commensurate with the size, scale and complexities of the operations to support the Business Operations and also to ensure Statutory Compliances. These systems are regularly tested for their effectiveness by

Statutory as well as Internal Auditor and were found to be operating effectively during the year. Based on the Internal Audit Programme approved by the Audit Committee of the Board, the Internal Auditor carry out regular internal audits covering all offices,factory and key areas of business. Reports of the Internal Auditor are placed before the Audit Committee on quarterly basis for review. The Audit Committee undertakes a total review of the audit observations and the actions taken by the Management on all the findings of the Internal Auditors. The implementation of the recommendations of the Internal Auditors is regularly reviewed and monitored by the Senior Management and the Action Taken Report is placed periodically before the Audit Committee. There are adequate checks & balances in place, wherein deviation from the systems laid-out are clearly identified and corrective actions are taken in the respective areas, wherever required.

The Company has laid down Internal Financial Controls

Systems, Policies and Procedures with reference to

Financial Statements. These Internal Financial Control Systems are designed for safeguarding the assets of the Company and for the prevention and detection of errors & frauds commensurate with the size, nature and complexities of the Operations of the Company. The Company also has a robust Management

Information System which not only facilitates speedy business decisions but also helps in timely preparation and sharing of reliable financial information across various levels in the Company. The Internal Financial Control Systems are regularly reviewed to ensure their effectiveness. Based on the review of the Internal

Financial Control Systems during the year by the Management, Audit Committee and the Auditors of the Company, no material reportable weakness was observed in the Internal Financial Control Systems during the Financial Year.

The Annual Return referred to in Section 134(3)(a) of the Companies Act, 2013 (‘the Act') is available on the website of the Company at https://jkagri.com/wp-content/uploads/2024/07/Annual-Return-2023-24.pdf

The particulars of loans given, guarantees or securities provided and investments made as required under the provisions of Section 186 of the Act are given in the Notes to Financial Statements.

During the Financial Year ended 31^st March 2024, all the contracts or arrangements or transactions entered into by the Company with the related parties were in the ordinary course of business and on arm's length basis and were in compliance with the applicable provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations'). Further, the Company has not entered into any contract or arrangement or transaction with the related parties which could be considered material in accordance with the policy of the Company on materiality of Related

Party Transactions. In view of the same, disclosure in Form AOC-2 is not applicable.

The Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions is available on the website of the Company.

Maintenance of cost records, as specifiedby the Central Government under sub-section (1) of section 148 of the Act is not required by the Company.

During the year, the Members approved the appointment of Shri Kalpataru Tripathy (DIN:00865794) & Shri Mudit Kumar (DIN:00141585), as Independent Directors of the Company for a period of five(5) consecutive years w.e.f. 5^th September 2023 by way of Postal Ballot. The Board has also appointed Shri Kalpataru Tripathy as Chairman of Audit Committee &

Member of Nomination and Remuneration Committee and Shri Mudit Kumar as Member of Audit Committee & Corporate Social Responsibility Committee w.e.f 5^th September 2023.

The Board is of the opinion that Shri Kalpataru Tripathy and Shri Mudit Kumar both have requisite expertise, high integrity, proficiency and experience.

Shri Sanjay Kumar Khaitan (DIN: 00156816) & Shri Sanjeev Kumar Jhunjhunwala (DIN: 00177747) have ceased to be Directors of the Company w.e.f. 6^th September 2023 on completion of their second term as Independent Directors of the Company. The Board placed on record its sincere appreciation of the valuable contributions and guidance received from them during their tenure.

Dr. Gyanendra Shukla (DIN: 02922133), President &

Director of the Company resigned from the directorship w.e.f the closing of business hours of 23rd November

2023.

The Members of the Company, based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors have approved the appointment of Shri Kuldeep Kumar Pandit (DIN: 08381208) as Whole-time Director of the Company with the designation ‘President & Director' for a period of three years w.e.f. 24^th November 2023 by way of Postal Ballot. In the opinion of the Board, he possesses requisite expertise, high integrity, proficiencyand experience. Smt. Swati Singhania (DIN: 00095409), Non-Executive Director of the Company retires by rotation and being eligible offers herself for re-appointment at the ensuing Annual General Meeting (AGM). The

Board recommends her re-appointment.

Shri Bharat Hari Singhania stepped down as Chairman & Director of the Company w.e.f. closing of business hours of 20^th May 2024. Further, the Board appointed Dr. Raghupati Singhania, Non - Executive Director, as

Chairman of the Company w.e.f 21^st May 2024. All Independent Directors of the Company have given declarations that they meet the criteria of independence as provided in Section 149 of the Act and Regulation 16 of the SEBI Listing Regulations. All the Independent Directors are registered on the

Independent Directors Data Bank.

There were no other changes in the Directors/ Key

Managerial Personnel of the Company, during the period under review.

The details as required under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 are annexed to this Report as Annexure - 1 and forms part of it.

The Company has neither invited nor accepted any deposits from the public.

M/s BGJC & Associates LLP, Chartered Accountants (ICAI Firm's Registration Number- 003304N/ N500056), were appointed as Statutory Auditors of the Company for Second term of five consecutive years to hold officefrom the conclusion of 19th AGM held on 27^th August 2019 till the conclusion of 24th AGM to be held in the year 2024. Accordingly, the term of office of said Auditors shall expire at the conclusion of the ensuing AGM. The observations of the Auditors in their Report on Accounts and the Financial Statements, read with relevant notes are self-explanatory.

The Auditor's Report does not contain any qualification, reservation, adverse remark or disclaimer. Further, no fraud has been reported by the Auditors to the Audit

Committee or to the Board.

In terms of the provisions of Section 139 of the Act and the Rules made thereunder, your Directors have recommended appointment of M/s Lodha & Co LLP, Chartered Accountants (ICAI Firm's Registration Number- 301051E/E300284), as the Statutory Auditors of the Company for a term of fiveconsecutive years to hold officecommencing from the conclusion of ensuing AGM till the conclusion of 29th AGM to be held in the year 2029 for approval by the Members. Requisite resolution regarding their appointment is included in the Notice of ensuing AGM for approval by the Members. M/s Lodha & Co LLP, Chartered

Accountants have given their consent to act as Statutory Auditors of the Company and have further confirmed that their appointment, if made, at the ensuing AGM shall be in accordance with conditions specified in theAct.

Pursuant to the provisions of Section 204 of the Act, the Board of Directors appointed Shri Namo Narain

Agarwal, Company Secretary in Practice as Secretarial

Auditor to carry out Secretarial Audit of the Company for the Financial Year 2023-24.

The Report given by him for the said Financial Year in the prescribed format is annexed to this Report as

Annexure – 2. The Secretarial Audit Report does not contain any qualification,reservation, adverse remark or disclaimer.

Disclosure of the ratio of the remuneration of each

Director to the median employee's remuneration and other requisite details pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, is annexed to this Report as Annexure – 3 and forms part of it. Further,

Particulars of Employees pursuant to Rule 5(2) & (3) of the above Rules, also forms part of this Report. However, in terms of provisions of Section 136 of the Act, the Annual Report for the financialyear 2023-24 is being sent to all the Members of the Company and others entitled thereto, excluding the said particulars of employees. Any member interested in obtaining such particulars may write to the Company Secretary.

The said information is available for inspection at the

Registered Office of the Company during business hours on working days of the Company upto the ensuing AGM.

During the year under review, there was no material change in the nature of business of the Company.

During the year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals that could impact the going concern status of the Company and its future operations.

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company and the date of this report.

During the year under review, no application is made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

During the year under review, your Company has duly complied with the applicable Secretarial Standards on Meetings of Board of Directors and General Meetings issued and as amended by the Institute of Company

Secretaries of India.

Your Company reaffirms its commitment to best corporate governance practices. Pursuant to

Regulation 34 of the SEBI Listing Regulations, a Management Discussion and Analysis, Corporate Governance Report and Auditors' Certificateregarding compliance of conditions of Corporate Governance are made part of this Report. The Corporate Governance

Report also covers the following:

(a) Particulars of the fiveBoard Meetings held during the Financial Year under review.

(b) Salient features of the Policy on Nomination and Remuneration of Directors, Key Managerial

Personnel and Senior Management.

(c) Manner in which formal annual evaluation of the performance of the Board of Directors, of its Committees and of individual Directors has been made. (d) Details with respect to composition of Audit

Committee and establishment of Vigil Mechanism. (e) Details regarding Risk Management. (f) Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

As required under Section 134(3)(c) of the Act, your

Directors state that

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; (b) the accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit and loss of the Company for that period; (c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the annual accounts have been prepared on a going concern basis; (e) the internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and were operating effectively; and

(f) the proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems were adequate and operating effectively.

"Management's Discussion & Analysis Report" contains forward looking statements, which may be identified by the use of the words in that direction or connoting the same. All statements that address expectation or projections about the future, including but not limited to statements about the Company's strategy for growth, product development, market position, expenditures and financial results are forward looking statements. The Company's actual results, performance or achievements could thus differ materially from those projected in such forward-looking statements. The Company assumes no responsibility to publicly amend, modify or revise any forward - looking statements on the basis of any subsequent development, information or events.

Your Directors wish to acknowledge and place on record the commitment and dedication put in by every employee of your Company.

Your Directors would also like to acknowledge and record their appreciation of the continued support and assistance received by the Company from its valued Customers, Dealers, Suppliers, Shareholders, Banks and Central and State Government Agencies etc.