CASH FLOW

Your directors' take pleasure in presenting the 33^rd Annual Report on the business and operations of Best Agrolife Limited (“the Company") along with the Audited Financial Statements for the year ended March 31, 2024. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

STANDALONE & CONSOLIDATED PERFORMANCE

During the financial year, the Company on a standalone basis has reported a total revenue of '1,798.35 Crores against '1,499.96 Crores in the previous financial year. The profit (after tax) stood at '13.4 Crores against '47.08 Crores in the previous financial year.

During the financial year, the Company on a consolidated basis has reported a total revenue of '1,873.32 Crores against '1,745.67 Crores in the previous financial year. The profit (after tax) stood at '106.26 Crores against '192.14 Crores in the previous financial year.

STATE OF COMPANY'S AFFAIRS AND OPERATIONS

Despite significant challenges, notably pricing pressures primarily due to an oversupply from China the Company has made amidst formidable challenges and opportunities. The year was particularly transformative, marked by the strategic shift from institutional sales to a stronger emphasis on branded sales, propelling impressive growth in this sector.

On the operational front, this year has been crucial. We expanded our market presence significantly by acquiring a 99% stake in Kashmir Chemicals. Substantially enhancing our formulation capabilities. Our strategic acquisition of Sudarshan Farm Chemicals India Private Limited aims to leverage its robust R&D capabilities and brand reputation, setting the stage for future innovations and market growth.

DIVIDEND

The Directors are pleased to recommend a dividend of '3 per share (i.e. 30%) on the Equity Shares of the Company of '10/- each for the year ended March 31, 2024 (previous year '3 per share i.e. 30%). If the dividend, as recommended above, is declared at the ensuing Annual General Meeting ('AGM') to be held on Monday, September 30, 2024, the total outflow towards dividend on Equity Shares for the year would be '7.09 Crores (Previous year '7.09 Crores).

The record date for the purposes of the final dividend will be September 23, 2024 and will be paid on or after September 30, 2024.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), the Board of Directors of the Company has in place a Dividend Distribution Policy which aims to maintain a balance between profit retention and a fair, sustainable and consistent distribution of profits among its members.

The said Policy is available on the website of the Company under the 'Investors' section at https://www.bestagrolife. com/investorss/DIVIDEND-DISTRIBUTION-POLICY.pdf

SHARE CAPITAL

The paid-up share capital of the Company as on March 31, 2024 was '23,64,47,400/- (Twenty Three Crores Sixty Four Lakhs Forty Seven Thousand Four Hundred Only) divided

into 2,36,44,740 (Two Crores Thirty Six Lakhs Forty Four Thousand Seven Hundred Forty) Equity Shares of '10/-each. During the year under review, the Company has not issued any shares.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the Company as on the date of this Report.

TRANSFER TO GENERAL RESERVE

As permitted under the provisions of the Companies Act, 2013, the Board do not propose to transfer any amount to general reserve on declaration of Dividend and has decided to retain the entire amount of profit for Financial Year 2023-24 in the profit and loss account.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the Standalone Financial Statements of the Company.

PUBLIC DEPOSITS

No deposits have been accepted from the public during the year under review and no amount on account of principal or interest on deposits from the public was outstanding as on March 31, 2024.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The Company has formulated a Policy on Related Party Transactions in accordance with the Act and the SEBI Listing Regulations including any amendments thereto for identifying, reviewing, approving and monitoring of Related Party Transactions ('RPTs'). The said Policy is available on the Company's website at https://www.bestagrolife.com/ investorss/Policy On Materiality And Dealing With Related Party Transactions.pdf

All RPTs are placed before the Audit Committee for review and approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis for the transactions which are planned/repetitive in nature. A statement giving details of all RPTs entered pursuant to omnibus approval so granted is placed before the Audit Committee on a quarterly basis for its review specifying the nature, value and terms and conditions of the transactions. All the RPTs under Ind AS-24 have been disclosed in note no. 39 to the Standalone Financial Statements forming part of this Annual Report.

The RPTs entered into during the year under review were on arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act read with the rules framed thereunder and the SEBI Listing Regulations. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read

with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 attached as an Annexure-2 is applicable to the Company for the Financial Year 2023-24 and hence forms part of this report.

In terms of Regulation 23 of the SEBI Listing Regulations, the Company submits details of RPTs on a consolidated basis, as per the format specified to the stock exchanges on a half-yearly basis.

CORPORATE GOVERNANCE REPORT

Corporate Governance Report along with Certificate from a Company Secretary in whole-time practice complying with the conditions of Corporate Governance as stipulated in Regulation 34 read with Para C of schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been annexed as a part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the operations of the Company forms part of this Annual Report. The Audit Committee of the Company has reviewed the Management Discussion and Analysis report of the Company for the year ended March 31, 2024 as required under the provisions of the SEBI (LODR), 2015.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There has been no material change and commitment, affecting the financial performance of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, as amended from time to time, the Company has prepared Consolidated Financial Statements as per Indian Accounting Standard Ind AS-110 on Consolidated Financial Statements. The audited Consolidated Financial Statements along with Auditors' Report thereon forms part of this Annual Report.

SUBSIDIARIES/JOINT VENTURE

COMPANIES

As on March 31, 2024 your Company have Five (5) subsidiaries, out of which four (4) subsidiary companies are registered in India and remaining one (1) is registered outside India. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (“Act"). There has been no material change in the nature of the business of the subsidiaries.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared the Consolidated financial statements of the Company, which forms part of this Annual Report. Further, a statement containing the salient features of the financial statements of our subsidiaries in the prescribed format AOC-1 is appended as an Annexure-1 to the Board's report.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company's website at https://www.bestagrolife.com/investors

The Company will provide the financial statements of subsidiaries upon receipt of a written request from any member of the Company interested in obtaining the same. The financial statement of subsidiaries will also be available for inspection at the Registered Office of your Company during working hours up to the date of the Annual General Meeting.

CODE OF CONDUCT

The Company has in place a Code of Conduct (“Code") which is applicable to the members of the Board and the Senior Management of the Company. The Code lays down the standard of conduct expected to be followed by the Directors and Senior Management in their business dealings and on matters relating to integrity in the workplace, dealings with stakeholders and in business practices. This Code is intended to provide guidance to the Board of Directors and Senior Management of the Company to manage the affairs of the Company in an ethical manner and is formulated in accordance with the requirements of the Act and SEBI Listing Regulations. All the Board Members and the Senior Management employees (as defined in the Code of Conduct) have confirmed compliance with the Code.

HUMAN RESOURCES MANAGEMENT

Best Agrolife considers human resource to be one of the most valued stakeholders for the Company and accordingly development of people and providing a best-in-class work environment is a key priority for the organization to drive business objectives and goals. Our people practices have enabled us to create an environment of collaboration and connect, which has aided us to achieve industrial harmony. Improving employee productivity is of utmost importance to the organisation. Efforts have been taken on hiring and creating infrastructure for diverse workforce.

Best Agrolife is very proud that it has impeccable record in the safety of its human capital, women empowerment and nurturing pool of young talent and considers its human resources as key to its success story till date.

The Company is also very proud of its grievance redressal system which ensures that we are fair, prompt in

response and eliminate any possibility of harassment or unacceptable practices.

As on March 31, 2024, the Company had a total count of 563 permanent employees.

PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed with this report. Particulars of employees, as required under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report.

However, in pursuance of Section 136(1) of the Act, this report is being sent to the shareholders of the Company excluding the said information. The said information is available for inspection by the members at the registered office of the Company during the working hours up to the date of Annual General meeting. Any Member interested in obtaining the same may write to the Company Secretary at info@bestagrolife.com.

None of the employees listed in the said Annexure is related to any Director/KMP of the Company.

INTERNAL FINANCIAL CONTROL

As per the provisions of the Companies Act, 2013, the Company has in place adequate internal financial controls with reference to the Financial Statements. The Audit Committee of the Board reviews the internal control systems including internal financial control system, the adequacy of internal audit function and significant internal audit findings with the management, Internal Auditors and Statutory Auditors.

CREDIT RATINGS

As on March 31, 2024 the Company had a rating of CRISIL BBB /Stable assigned by CRISIL Ratings for bank loan facilities aggregating to '405 Crores

BOARD MEETINGS

During the year, 7 (Six) Board Meetings were convened and all meetings were held physically except meeting held on March 9, 2024 through Video conferencing. The details of meetings are provided in the Corporate Governance Report. The intervening gap between two consecutive meetings was within the period prescribed under the Companies Act, 2013, Secretarial Standards on Board

Meetings and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time.

BOARD EVALUATION

The Board of Directors has carried out the Annual Performance Evaluation of its own, Committees of Board of Directors and Individual Directors pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The performance of the Board was evaluated by the Board, after seeking inputs from all Directors on the basis of the criteria such as Board composition and structures, effectiveness of Board processes, information and functioning etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings etc. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as contribution of the Individual Director to the Board and Committee meetings.

Also, in a separate meeting of Independent Directors', performance of Non-Independent Directors', Board as a whole and the Chairman were evaluated, taking into account the views of Executive Directors' and Non-Executive Directors'. Performance evaluation of Independent Directors' was done by the entire Board, excluding the Independent Director being evaluated.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The salient features of Company's policy on appointment and remuneration of Directors, key managerial personnel and other employees including criteria for determining qualifications, positive attributes, independence of Directors' and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance report, which forms part of this Report.

AUDIT COMMITTEE

As on March 31, 2024, the Audit Committee comprised of Two Non-Executive Independent Directors', namely Mr. Braj Kishore Prasad & Mrs. Chetna, and one NonExecutive Non-Independent Director, namely Mr. Shuvendu Kumar Satpathy.

Mrs. Chetna is the Chairman of the Committee.

All members of the Audit Committee possess good knowledge of accounting and financial management. The Managing Director, Chief Financial Officer, the Internal Auditors and Statutory Auditors are regularly invited to attend the Audit Committee Meetings. The Company Secretary is the Secretary to the Committee. The Internal Auditor reports to the Chairman of the Audit Committee.

The significant audit observations and corrective actions as may be required and taken by the management are presented to the Audit Committee. There have been no instances during the year when recommendations of the Audit Committee were not accepted by the Board.

During the year, seven (7) Audit Committee Meetings were held, details of which are provided in the Corporate Governance Report.

STATUTORY AUDITORS

At the 29^th Annual General Meeting (AGM) of the Company held on September 28, 2020, pursuant to the provisions of the Act and the Rules made thereunder, Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013), were re-appointed as Statutory Auditors of the Company for a term of five (5) consecutive years i.e. from the conclusion of the 29^th AGM till the conclusion of the 34^th AGM to be held in the year 2025.

The Audit Report of Walker Chandiok & Co LLP on the Financial Statements of the Company for FY 2023-24 forms part of this Annual Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer.

SECRETARIAL AUDITOR

In terms of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Rakhi Rani, Practicing Company Secretary (M. No. ACS: 31715) to conduct Secretarial Audit for the financial year ended March 31, 2024. The Secretarial Audit Report for the year ended March 31, 2024 is enclosed as an Annexure-5 herewith to this Report. The Auditors' Report does not contain any qualification, reservation or adverse remark or disclaimer.

A Certificate under Clause (i) of point (10) of para C of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 by M/s Rakhi Rani, Practicing Company Secretary, (M. No. ACS: 31715) confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Company by Securities and Exchange Board of India/Ministry of Corporate Affairs or any such statutory authority is attached as Annexure-5(i).

RISK MANAGEMENT

Pursuant to the requirement of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI LODR"), the Company has constituted a Risk Management Committee (RMC), to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified are systematically addressed through mitigating actions on continuous basis and monitored regularly with reference to statutory regulations and guidelines. The Company's business operations are exposed to a variety of financial risks such

as market risks (foreign exchange risk, internal rate risk and price risk), Liquidity risk etc. The Board of the Company has approved the Risk Management Policy of the Company and authorized the Risk Management Committee to implement and monitor the risk management plan for the Company and also identify and mitigate various elements of risks, if any, which in the opinion of the Board may threaten the existence of the Company.

CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are furnished in Annexure-3 to the Board's Report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time (“the Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF Authority after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

Accordingly, the Company has transferred unpaid/ unclaimed dividend for upto FY 2015-16 along with relevant shares to the Investor Education and Protection Fund (IEPF). The details are also available on the website of the Company at www.bestagrolife.com.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with Section 135 of the Act, the Company has constituted Corporate Social Responsibility (CSR) Committee to undertake CSR activities, projects and programs as provided in the CSR policy of the Company and as identified under Schedule VII of the Act and excluding activities undertaken in pursuance of its normal course of business.

The Board on the recommendation of CSR Committee adopted a CSR Policy and the same is available on the Company's website at https://www.bestagrolife.com/ investorss/Corporate-Social-Responsibilitv-Policv-.pdf. The CSR objectives are designed to serve societal, local and national goals in the locations that we operate in, create a significant and sustained impact on local communities and provide opportunities for our employees to contribute to these efforts through volunteering.

The Company has spent the entire 2% of the net profits earmarked for CSR projects during the Financial Year 2023-24. A Report on the CSR initiatives undertaken by the Company as per the Companies (Corporate Social Responsibilities Policy) Rules, 2014 is annexed as Annexure-4. The detail of the CSR Committee and its composition is provided in the Corporate Governance Report which forms part of this annual report.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014 read with Section 134(3)(a) of the Act, the Annual Return in Form MGT-7 as on March 31, 2024 is available on the Company's website at www.bestagrolife.com.

WHISTLE BLOWER POLICY (VIGIL MECHANISM)

The Company has adopted a whistle blower policy wherein the employees can approach the Management of the Company (Audit Committee in case where the concern involves the Senior Management) and make protective disclosures to the Management about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct and Insider Trading Code. The Whistle Blower Policy requires every employee to promptly report to the Management any actual or possible violation of the Code or an event an employee becomes aware of that could affect the business or reputation of the Company. The disclosures reported are addressed in the manner and within the time frames prescribed in the policy. A mechanism is in place whereby any employee of the Company has access to the Chairman of the Audit Committee to report any concern. No person has been denied access to the Chairman to report any concern. Further, the said policy has been disseminated within the organisation and has also been posted on the Company's website at https://www.bestagrolife.com/investorss/ VIGIL-MECHANISM-&-WHISTLE-BLOWER-POLICY.pdf

SECRETARIAL STANDARDS

The Directors state that the applicable Secretarial Standards

i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to Meetings of Board of Directors and General Meetings respectively, have been duly complied with.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has a policy on prevention of sexual harassment to ensure harassment-free workspace for the employees. Sexual harassment cases are dealt as per the prevention of sexual harassment policy. An Internal Committee (IC) has been set up by the Company to redress complaints received regarding sexual harassment.

FRAUDS REPORTED BY AUDITORS

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act, details of which are required to be mentioned in this Report.

BUSINESS RESPONSIBILITY &

SUSTAINABILITY REPORT

In compliance with Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report (BRSR) forms part of this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Act, Mr. Vimal Kumar (DIN: 01260082) Executive Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

All the Independent Directors have given declarations that they continue to meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Obligations & Disclosure Requirements) Regulations, 2015 and that they are not debarred from holding the office of director by virtue of any SEBI order or any other such authority. In terms of Regulation 25(8) of the SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors.

None of the Directors are related to each other within the meaning of the term “Relative" as per Section 2(77) of the Act.

During the period under review, the Board, on

recommendation of the Nomination & Remuneration Committee ('NRC'), appointed Mr. Balavenkatarama Prasad Suryadevara (DIN: 02699949) as Whole-Time Director of the Company in place of Mr. Raajan Kumar Ailawadhi who ceased to be a Director of the Company on July 31, 2023 consequent to his resignation. The Board places on record its appreciation for Mr. Raajan's contribution during his association as Whole-Time Director of the Company.

During the period under review, the Board, on

recommendation of the Audit Committee and Nomination & Remuneration Committee ('NRC'), appointed Mr. Vikas Sohanlal Jain as Chief Financial Officer of the Company in place of Mr. Sanjeev Kharbanda, with effect from March 9, 2024. The Board places on record its appreciation for Mr. Kharbanda's contribution during his association as Chief Financial Officer.

Pursuant to the provisions of Sections 2(51) and Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on March 31, 2024 were Mr. Vimal Kumar, Managing Director, Mr. Vikas Sohanlal Jain, Chief Financial Officer and Mrs. Astha Wahi, Company Secretary & Compliance Officer.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Act, the Directors to the best of their knowledge and ability hereby confirm:

i. that in the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures;

ii. that the accounting policies selected and applied are consistent and the 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 financial year and of the loss of the Company for that period;

iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Annual Accounts for the year ended March 31, 2024 have been prepared on a going concern basis;

v. that the internal financial controls laid down by the Board and being followed by the Company are adequate and were operating effectively; and

vi. that the proper systems, devised by Directors to ensure compliance with the provisions of all applicable laws, were adequate and operating effectively.

OTHER DISCLOSURES

i. No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations;

ii. No applications were made or any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution;

iii. No shares with differential voting rights and sweat equity shares have been issued;

iv. Neither the Managing Director nor the Whole-Time Director of your Company receive any remuneration or commission from any of its subsidiaries.