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 2025.

( in Crore)

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

Financial Year 2024-25 ended 31^st March 2025.

The year 2024-25 proved to be a mixed one for the seed industry, characterised by contrasting trends across major crops. Your company's domestic trade and institutional businesses grew by 9% and 14% respectively supported by growth in crops such as Jowar, Bajra, Maize, Wheat, Mustard, Paddy, SSG and Vegetables. During the Kharif 2024 season, the industry faced shortage of hybrid Paddy seeds, along with limited availability of Cotton seeds at the season's onset. Cotton has also seen shrinkage of acreages for last two years leading to reduction in seed sale for industry. In northern regions, the delayed monsoons negatively impacted the demand for long-duration

Bajra hybrids.

On positive side, the Maize segment showed encouraging growth. Acreage expanded significantly, driven by favourable price trends and strong market demand.

However, the mustard segment experienced a downturn in packed seed sales. Many farmers opted to use saved seeds to reduce costs, a trend observed across several regions. This behaviour impacted all mustard seed companies, including JK Agri and this led to a noticeable dip in sales performance for the segment. Mustard for last two years has seen a significant shift to self-grown seed rather than hybrids by farmers in India. There were several challenges posed by regional political unrest and non-availability of seeds for the export market. In Egypt, the Company has successfully expanded sales of sorghum and introduced SSG product, which is expected to drive growth in the coming years. In West Africa, the company has made significant Senegal, Togo, and Ghana, with successful trials and registration of ECOWAS for sorghum and pearl millet. In Bangladesh, JK Agri has successfully registered it's X-gene cotton after extensive trials. Commercial sales is expected to grow from next season onwards. In Sri Lanka, JK Agri has introduced two new tomato hybrids and two okra hybrids, resulting in increased sales over the previous year. Despite facing challenges such as short supply of maize and okra, political unrest in Sudan and Bangladesh and a stronger dollar, the Company has achieved growth in okra, tomato, and sorghum crops. JK Agri stays committed to grow its exports in the coming years. However, overall exports reduced by 3%.

During the year your Company monetised surplus land asset, strengthening its financial position and providing strategic flexibility for future growth. This allowed the Company to fully repay its Working Capital Term Loan, Working Capital Demand Loan and Cash Credit Limits.

The surplus will augment the Company's cash position adding to its liquidity and support future growth initiatives.

India's Monsoon forecast is optimistic for 2025, on time and normal monsoon, which is vital for the Kharif season. The Indian seed market size reached USD 7.8 Billion in 2024 and is expected to grow at a CAGR of 8% to reach USD 15.0 Billion by 2033. The agribusiness sector continues to play a pivotal role in supporting food security and rural livelihoods. The rapid development of the economy with the proliferation of industrial and service sectors, has led to significant decline in the share of agriculture in India's GDP. But even with a lower share of around 15 percent, the agriculture sector still remains the leader in employment, with a share of over 46%. In fact, the dependence on agriculture for employment has increased by two per cent in post-pandemic period and during that time average agricultural growth remained robust at 4.6 percent, demonstrating remarkable resilience.

A key part of that strength emanates from Government's mission mode focus to transform the agricultural sector through various initiatives to enhance productivity and infrastructure. The aim is to create a sustainable and resilient agricultural ecosystem through investments in irrigation systems, storage solutions, modernising post-harvest management, expanding cold chain facilities, technological advancements and improving market access. The Pradhan Mantri Kisan Sampada Yojana (PMKSY) not only enables reduction in post-harvest losses but also ensure better prices for farmers' products. In addition, Government policies such as National Food Security Mission (NFSM) and the Rashtriya Krishi Vikas Yojana are the key drivers for growth of Indian Seed industry.

Your Company has been constantly contributing to the Agri sector by conducting intensified activities focused on developing new suitable hybrids across various crops. The company is developing new products by fortifying crops via deployment of marker assisted backcross breeding program in varied crops- viz., Paddy crop improvement against the diseases- bacterial blight, neck blast, brown plant hopper and yield traits. In cotton major traits are pink boll worm & tobacco streak virus. In Maize - major focusing traits are drought, wilt and fall army worm; in Mustard - downy mildew and white rust; in Tomato tomato leaf curl virus, bacterial wilt, late blight; chilli- chilli leaf curl virus, CVMV, CMV, anthracnose and bacterial wilt; in Okra- ELCV and YVMV.

Advancements in molecular approaches are being utilised to breed crops with a wide range of economically valuable traits to develop superior products. Also, it is utilising the immense potential of biotechnological tools in fostering and fortifying traditional breeding. An integrated molecular breeding approach has been deployed by blending traditional breeding with advanced biotechnology. This enables develop superior products that are high-yielding coupled with targeted traits under stress environments to accelerate the new product development. Strategic fieldtrials coupled with stringent product advancement procedure led to identify best performing products for wider adaptability.

The teams at JK Agri are focused on improvement of quality of seed production by various technological interventions, like genetic male sterility, cytoplasmic male sterility, etc. to purify the CMS lines during foundation and is using markers for identification/ differentiating A-line from B&R lines, reducing the time for selection process in field. Seed production research is being enhanced through technological interventions to achieve cost-effectiveness and improve seed quality, focusing on areas like accelerated breeding, data driven decision making which ultimately leads to better seeds and increase in crop yield. To stay competitive, productive and sustainable, your Company is emphasising on use of digital platforms, artificial intelligence and mechanisation of R&D.

Technological advancements, especially through AI and machine learning is transforming Indian agriculture, where a phygital (physical + digital) ecosystem is empowering farmers to adopt the vast array of tools like advisory on crop cycles, crop monitoring, nutrition management, soil testing, weather forecast etc. as well as financial services and market access. This not only enables optimum resource utilization amidst rising clamour for sustainable farm practices, but also leads to lower costs, enhanced yields, and thus high incomes.

The Indian horticulture presents huge untapped potential as despite being the second largest producer of fruits and vegetables globally, it accounts for only about two percent of global horticulture trade. India's comparative advantage in this segment presents scalable export potential, especially with the likely shift in global trade patterns. Exports opportunities are increasing from India, as India is the largest source for almost all seed portfolio like Sorghum, Maize, Cotton, and vegetables. The Cluster Development Program (CDP) for horticulture enables private enterprises to leverage their operational excellence to create specialised clusters focused on horticultural crops with export potential while the Government plays the role of facilitator. The tech-platforms are playing a major role in improved market linkages, with farm-gate pickup of the produce. Govt.'s Agricultural Marketing Infrastructure sub-scheme can also be leveraged. The ‘One Nation, One License' project for seeds and agri inputs is to simplify and standardize licensing requirements across states that would reduce time to reach the market from the current 5-8 years to 3-5 years. Last year the Government has launched 109 new high-yielding and climate-resilient varieties of 32 field and horticulture crops for farmers.

Agriculture in India faces numerous threats that impact productivity, sustainability and the livelihoods of farmers.

Despite the progress made on irrigation front, a significant vagaries of unpredictable monsoon rainfall. This along with droughts and temperature anomalies threaten crop cycles and yields. Fragmented landholdings, with 9 out of 10 agricultural households owning less than two hectares of land, presents a major challenge as they struggle to access affordable credit and crop insurance. It also makes it difficult for farmers to adopt modern agricultural practices and technologies, resulting in lower productivity and income. While the role of middlemen has been significantly reduced, yet they are not completely eliminated, and thus Indian farmers remain vulnerable to exploitation and often face price volatility and lack of transparent market information.

With a vision to transform the organisation into an agile, innovative and customer-centric entity, organisational transformation has been the key agenda for the year enabling opportunities in - enhanced market competitiveness and operational efficiency, increased employee engagement and alignment with long-term goals and superior stakeholder value creation through innovation and sustainability.

The adopted synergy of talent and teamwork has helped us towards a meaningful organisational change and improved standards of value creation for our stakeholders. This harmonious combination has been the cornerstone of our resilience in the competitive industry since the very beginning.

JK Agri fosters an environment where teams thrive by promoting a culture of continuous learning and professional growth. The Company has been working with internal and external faculty of elite institutions like IIMs towards leveraging and develop skills of high performers across all segments. Ensuring competitive advantage, we have accelerated adoption of technology via Super Sales App enabling the field force with advanced robust market coverage by post season & pre-season activities with distributors, farmers participation in the focused products for the identified geographies.

JK Agri for the 6th consecutive year has been certified as a Great Place to Work-recognized by the Great Place to Work Institute & JK Agri -Employee Engagement Survey showed a positive increase in the Employee Engagement levels over last year. The achieved milestones will sharpen our objectives further in the journey to build a High-Trust, High-Performance Culture.

Despite there being no obligation to spend any amount on CSR activities during the Financial Year, as a good practice, the Board of Directors unanimously approved to make voluntary contribution of 5.00 Lakh towards CSR related activities.

Our Corporate Social Responsibility (CSR) initiatives are integral to our business strategy and reflect your Company's dedication to making a positive impact on society and the environment. The main objective is to train farmers on latest management and agricultural practices 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 specific agro-climatic regions enabling better Livelihood.

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/2024/05/

CSR-Policy-Projects-Committee-1.pdf

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.

The Internal Control Systems includes policies, processes, tasks, behaviours and other aspects of the Company, which when combined, facilitate effective and efficient operation, quality of internal and external reporting and compliance with applicable laws & regulations. The Company has a well-defined Internal 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 carries 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.

INTERNAL FINANCIAL CONTROLS

The Company has established adequate internal financial controls for ensuring orderly and efficient conduct of its business including its adherence to Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of financial information. The controls comprise a mix of preventive and detective controls, which are manual, semi-automated and automated in nature. The Company has followed principles such as segregation of duties, authorisation, periodic reviews etc, while designing the internal control framework. The objective is to provide the management and the Audit Committee, an independent and reasonable assurance on the adequacy and effectiveness of company ‘s risk management, control and governance process. The same is being reviewed independently by the auditors. This helps to facilitate timely detection of any irregularities and early remediation. 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/ annualreturn/

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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 under review, your Company has subscribed 4900 Equity shares of face value of 10/- each i.e., 49% shareholding of JK Agri Research Services Limited (JKARSL), a newly incorporated Company. Consequently, JKARSL becomes an

Associate Company of your Company.

The consolidated financial statements of your Company for the Financial Year 2024-25 have been prepared in accordance with the Act read with the Rules made thereunder and applicable Indian Accounting Standards. The audited consolidated financial statements together with Auditors' Report form part of the Annual Report. In compliance with Section 129(3) of the Act and Rule 5 of the Companies (Accounts)

Rules, 2014, a report on the performance and financial position of its associate included in the consolidated financial statements is presented in a separate section in the Annual Report. Please refer form AOC-1 attached to the financial statements in the Annual

Report. Pursuant to the provisions of Section 136 of the Act, the financial statements, the consolidated financial statements along with relevant documents are available on the website of the Company.

During the Financial Year ended 31^st March 2025, 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 specified by the Central Government under sub-section (1) of section 148 of the Act is not required by the Company.

During the year, the Members at the Annual General

Meeting of the Company held on 30^th July 2024 have approved re-appointment of Shri Raj Kumar Jain

(DIN: 01741527) as an Independent Director of the

Company for a second term of five with effect from 26^th November 2024.

Shri Abhimanyu Jhaver (DIN: 02330095) has ceased to be Director w.e.f the closing of business hours of

24^th March 2025 on completion of his second term as Independent Director of the Company. The Board placed on record its sincere appreciation of the valuable contributions and guidance received from him during his tenure.

Shri Vikrampati Singhania (DIN: 00040659), Managing Director of the Company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting (AGM). The Board recommends his re-appointment.

The Board at its Meeting held on 31^st July 2025, on recommendation of the Nomination and Remuneration

Committee, appointed Shri Pravinchandra Shivaram

Dravid (DIN: 02726180) as Independent Director of the

Company for a term of 3 consecutive years, commencing 23^rd October 2025. Shri Dravid aged 74 years, would attain the age of 75 years during his proposed term. Accordingly, in terms of Regulation 17(1A) of SEBI Listing Regulations, the Board recommends appointment of Shri Dravid as Independent Director, as aforesaid, for approval of Members of the Company by way of Special Resolution at the ensuing AGM. In the opinion of the Board, he possesses requisite expertise, integrity, proficiency and experience.

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 Lodha & Co LLP, Chartered Accountants (ICAI

Firm's Registration Number- 301051E/E300284) were appointed in the 24^th AGM held on 30^th July 2024 as the Statutory Auditors of the Company for a term of five consecutive years commenced from the conclusion of the 24^th AGM till the conclusion of 29^th AGM to be held in the year 2029.

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.

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 2024-25.

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.

In terms of the provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing

Regulations) and Section 204 of the Act and the Rules made thereunder, your Directors have recommended appointment of M/s Ronak Jhuthawat & Co., Company Secretaries, Peer Reviewed Company Secretary Firm, as the

Secretarial Auditor of the Company for a term of five consecutive years for financial year 2025-26 to financial year 2029-30 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 Ronak Jhuthawat & Co., Company Secretaries, have given their consent to act as Secretarial Auditor of the Company and have further confirmed that their appointment, if made, at the ensuing AGM shall be in accordance with conditions specified in the Act and SEBI Listing Regulations.

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 financial year 2024-25 is being sent to regarding 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' Certificate compliance of conditions of Corporate Governance are made part of this Report. The Corporate Governance

Report also covers the following:

(a) Particulars of the four Board 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.

On behalf of the Board of Directors