DIRECTORS' REPORT

Your directors (the "Board of Directors”/ "Board”) have pleasure in presenting the 24^th Annual Report of Advance Agrolife
Limited (the "Company”/ "AAL”) together with the Audited Financial Statements (Standalone) for the financial year ended
March 31, 2026 (the "Financial Year”).

FINANCIAL RESULTS

The Company’s financial performance for the financial year ended March 31, 2026, is summarised below:

Amount (in I Millions)

RESULT OF OPERATIONS AND STATE OF
AFFAIRS OF THE COMPANY

Key Highlights

The total income for the financial year under review is
?6,417.51 Million as against ?5,028.76 Million for the previous
financial year, registering an increase of 27.62%. The Profit
before tax and exceptional items is ?481.10 Million for the
financial year under review as against ?352.00 Million for the
previous financial year. The profit after tax is ?352.84 Million
for the financial year under review as against ?256.38 Million
for the previous financial year, registering an increase of
37.62% performance of the Company.

The Company has delivered a robust performance in the
maiden year following the Company’s listing in the month of
October 2025 on Main board. For more details, please refer to
section on Management Discussion and Analysis.

State of Company's affairs Overview.

Advance Agrolife Limited (AAL) is a agrochemical
manufacturer with a 20-year legacy in crop protection. The
Company differentiates itself by operating as a trusted B2B
partner to the industry’s giants, backed by a footprint that
now spans 19 states and 7 countries.

The Company commenced its commercial operations in
2002 with small-scale production, initially focused on mixing
micro-nutrient fertilizers. Over the years, the company has a
diversified product portfolio which now includes insecticides,
herbicides, fungicides, plant growth regulators and other
products such as micro-nutrient fertilizers and bio fertilizers.

During the year under review, the industry faced pressure
from geopolitical events, Chinese competition, regulatory
changes, and supply chain disruptions. Despite of all these
challenges, the Company delivered a resilient performance
for FY 2025-26.

During the year the Company has successfully launched
its two new products named Pretilachlor Technical and
its intermediate, PEDA (2,6-Diethyl-N-(2-propoxyethyl)
Aniline) and has further strengthened its backward
integration capabilities.

As part of our backward integration strategy, the Company
plan to expand its technical-grade manufacturing capabilities
by setting up a new facility in Dahej, Gujarat ("Proposed
Facility”).

The Proposed Facility will primarily produce technical-
grade agrochemicals to support our in-house formulation
requirements, while also enabling third-party sales of surplus
output. This dual approach will expand our market presence,
drive revenue growth, and position us as a fully integrated
player in the agrochemical sector.

The Company also took a significant step towards increasing
renewable energy usage and reducing environmental impact
by setting up of solar power plant at Jodhpur of an aggregate
capacity of 3.75 MW.

The Company’s credit rating by "CARE Ratings Limited” has
been upgraded for the long-term bank facilities from BBB to
BBB which indicates stronger creditworthiness.

INITIAL PUBLIC OFFERING & LISTING OF
EQUITY SHARES OF THE COMPANY

During the year under review, your Company initiated an
Initial Public Offering (IPO) comprising a 100% Fresh Issue of
19,285,720 Equity Shares of face value ?10 each aggregating
to ?1,928.42 million (collectively referred to as the "Offer”).

• 1,92,55,720 Equity Shares were issued to the public at an
Issue Price of ?100/- per Equity Share, inclusive of a share
premium of ?90/- per Equity Share;

• 30,000 Equity Shares were reserved for subscription
by Eligible Employees under the Employee Reservation
Portion, at a price of ?95/- per Equity Share (representing
a discount of 5.00% on the Issue Price), inclusive of a share
premium of ?85/- per Equity Share

The issue opened on September 29, 2025 and closed on
October 03, 2025.The issue was led by Book Running Lead
Managers "Choice Capital Advisors Private Limited”.

The following were the important milestones/ dates for
the Offer:

Subscription Details:

Pursuant to the IPO, the equity shares of the Company are
listed on the National Stock Exchange of India Limited and
BSE Limited effective October 08, 2025.

Your directors would like to thank the Merchant Bankers, legal
counsels and other stakeholders for helping the Company
achieve the successful IPO and listing.

Your directors would also like to thank the regulators,
Securities and Exchange Board of India and Registrar of
Companies for enabling the Company to take its equity story
to the public market.

Last but not least, your directors extend their heartfelt
gratitude to the shareholders for investing in the IPO and
reposing their continuous trust and faith in the Company and
its management.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there has been no change in the
nature of the business of the Company.

TRANSFER TO RESERVES

Your Company does not propose to transfer any amount
to the General reserve out of the profits available
for appropriation.

DIVIDEND

In order to conserve the resources, your Directors doesn’t
recommend any Dividend for the financial year 2025-26. The
Board of Directors of the Company in line with provisions of
Regulation 43A of Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015
(as amended) had approved Dividend Distribution Policy. The
policy is uploaded on Company’s website and can be accessed
at the link:https://advanceagrolife.com/policy/dividend-
distribution-policy .

SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE COMPANIES

The Company does not have any subsidiaries, associate
companies and joint venture companies (as defined under the

Act) as on the date of the closure of the financial year ended
on March 31, 2026. Further, during the period under review,
no company has become or ceased to be a subsidiary/joint
venture/associate company. Accordingly, the requirement
to report on the performance and financial position of such
entities is not applicable.

The policy for determining Material Subsidiaries is available
on the Company’s website and can be accessed athttps://
advanceagrolife.com/policy/policy-determining-material-
subsidiaries.

CHANGE IN CAPITAL STRUCTURE

Authorised share capital

The Authorised Share Capital of the Company as on March 31,
2026 is ?75,00,00,000/- (Rupees Seventy-Five Crores only)
divided into 7,50,00,000 (Seven Crores Fifty Lakhs) Equity
Shares of ?10/- (Rupees Ten) each.

Paid-up share capital

The paid-up Equity Share Capital of the Company as on
March 31, 2025, is ?45,00,00,000/- (Rupees Forty-five Crore),
comprising 4,50,00,000 Equity Shares of ?10/- (Rupees Ten
only) each.

The Company came out with an Initial Public Offer of
1,92,85,720 equity shares of face value of ?10/- each,
comprising 1,92,55,720 equity shares at ?100/- per Equity
Share, including a share premium of ?90/- per Equity Share
and 30,000 equity shares for employee category at 5.00%
discount on issue price i.e. at ?95/- including a share premium
of ?85/- per Equity Share aggregating to ?1,928.42 million.
The allotment was made on October 06, 2025.

Accordingly, as at March 31, 2026, the paid-up Equity Share
Capital of the Company stood at ?64,28,57,200/- (Rupees
Sixty-Four Crore Twenty-Eight Lakh Fifty-Seven Thousand
Two Hundred only), divided into 6,42,85,720 (Six Crore Forty-
Two Lakh Eighty-Five Thousand Seven Hundred Twenty)
Equity Shares of ?10/- (Rupees Ten only) each.

Currently, out of the total paid-up share capital of the
Company, 69.89% is held by the Promoter & Promoter Group
and the balance of 30.11% is held by Public. All the shares of
the Company are in dematerialised form.

Further, during the year under review, the Company has
neither issued shares with differential rights as to dividend,
voting or otherwise nor has issued any shares pursuant to
stock options or sweat equity under any scheme.

Deviation(s) or variation(s) in the use of proceeds
of initial public issue (IPO), if any as specified under
Regulation 32(4) of the SEBI Listing Regulations

During the period under review, the Company has made Initial
Public Offer ('IPO’) in the form of Fresh issue. There were no
instances of deviation(s) or variation(s) in the utilisation of

proceeds of IPO as mentioned in the objects of Offer in the
Prospectus dated October 04, 2025, in respect of the IPO of
the Company.

Directors And Key Managerial Personnel (KMP)

The Company’s Board, consisting of qualified individuals,
maintains a balanced structure of Executive and Non¬
Executive Directors including Women Independent Directors,
in compliance with all regulations. This composition ensures
effective leadership and oversight.

The Board currently has 06 Directors (03 Executive Directors
and 03 Independent) and pursuant to the provisions of
Sections 2(51) and 203 of the Act, read in conjunction with the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 (as amended), the Key Managerial
Personnel ("KMPs") of the Company during the financial year
were as follows:

1. Mr. Om Prakash Choudhary (DIN:01004122),
Chairperson & Managing Director.

2. Mr. Kedar Choudhary (DIN:06905752), Whole¬
time Director

3. Mr. Narendra Choudhary (DIN:10410584),
Executive Director

4. Mrs. Rakesh Verma (DIN:02242428), Independent Non¬
Executive Director

5. Mrs. Seema Singh (DIN:10042852), Independent Non¬
Executive Director

6. Mr. Manjit Singh Kochar (DIN:08298764), Independent
Non- Executive Director

7. Mr. Mewa Ram Mehta, Chief Financial officer

8. Ms. Nisha Gupta, Company secretary &
Compliance officer

During the year under review, there were no changes in the
composition of the Board of Directors or Key Managerial
Personnel of the Company.

Your Company recognises the importance of a diverse Board
in its success. The Board has adopted the Policy on diversity
of Board of Directors which sets out the approach to the
diversity of the Board.

The Company has devised, inter alia, the following policies
viz.:

a) Policy on diversity of Board; and

b) Nomination and remuneration policy.

The Policy that provides for the optimum combination of
individual board members with diverse background and
experience that are relevant for the Company’s operations
is available on the Company’s website and can be accessed at
https://advanceagrolife.com/policv/policv-diversitv-board.

The Company’s remuneration policy is directed towards
rewarding performance, based on review of achievements.
The remuneration policy is in consonance with existing
industry practice. The Policy is available on the Company’s
website and can be accessed athttps://advanceagrolife.com/
policy/nomination-remuneration-policy.

During the year under review, there were some changes
in above policies as adopted by the Board at its duly
convened meeting.

Detailed information on the Board and Committee
composition, tenure of Directors, areas of expertise and other
relevant details is available in the Corporate Governance
Report, which forms part of this Annual Report.

Retire by rotation & Re-appointment of Directors

In accordance with the provisions of Section 152 of the Act,
read with the applicable rules and the Articles of Association
of the Company, Shri Kedar Choudhary (DIN:06905752),
Director of the Company, is liable to retire by rotation at
the ensuing AGM and being eligible offers himself for re¬
appointment, on the recommendation of the Nomination
& Remuneration Committee and Board of Directors of
the Company.

The disclosures pertaining to Directors being reappointed as
required under the SEBI Listing Regulations and Secretarial
Standard on General Meetings issued by the Institute of
Company Secretaries of India is provided as an Annexure-A
to the Notice of the Annual General Meeting for reference of
the shareholders.

None of the Directors of the Company are disqualified under
Section 164(1) or Section 164(2) of the Act.

Appointment/Resignation of the Directors

During the financial year under review, there were no changes
in the Board.

Pursuant to the recommendation of Nomination and
Remuneration Committee, the Board of Directors,
considered and approved the change in designation of
Mr. Narendra Choudhary (DIN: 10410584) from Director
(Executive) to Whole-time Director of the Company for a
term of 5 (five) consecutive years commencing from August
06, 2026 and up to August 05, 2031 subject to the approval of
the Members of the Company at the ensuing AGM.

Further, on the recommendation of Nomination and
Remuneration Committee & the Board in its meeting s held
on August 06, 2026 had appointed Mr. Brij Mohan Sharma
(DIN: 09646943), as an Additional Independent Director in
the Category of Non-Executive w.e.f. August 06, 2026 till the
ensuing Annual General Meeting.

Mr. Brij Mohan Sharma (DIN: 09646943), brings a wealth of
experience of the banking and financial services sector, with a

distinguished career spanning 40 years. He began his journey
in 1983 with the erstwhile Oriental Bank of Commerce, and
over the decades has accumulated a diverse portfolio of roles
and responsibilities. He holds a B. Com & M. Com degree and
is also a Certified Associate of the Indian Institute of Bankers
(CAIIB). His career culminated in significant leadership
position finally when he served as an Executive Director in
Canara Bank from May, 2021 to June, 2023.

The relevant resolution for the approval of the shareholders
for the appointment of Mr. Brij Mohan Sharma (DIN:
09646943), as the Independent Non- Executive Director
on the Board of the Company is mentioned in the Notice of
ensuing AGM.

Independent Directors

In compliance with the provisions of Section 149 of the Act
and the Listing Regulations, Mr. Manjit Singh Kochar (DIN:
08298764), Mrs. Seema Singh (DIN: 10042852), Mrs. Rakesh
Verma (DIN: 02242428) served as the Independent Directors
of the Company as on March 31, 2026.

Each Independent Director has furnished declarations
pursuant to Section 149(7) of the Act, affirming their
adherence to the criteria of independence as stipulated
under Section 149(6) of the Act and Regulation 16(1)(b) of the
Listing Regulations.

The Independent Directors have also confirmed that they
have complied with the Company’s code of conduct as
prescribed in Schedule IV to the Companies Act, 2013.

The Independent Directors have undertaken the requisite
steps to ensure the inclusion of their names in the data bank
maintained by the Indian Institute of Corporate Affairs, as
prescribed by Section 150 read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014.
The Board confirms their expertise, high integrity, experience
including proficiency and independence from management.

The meeting of Independent Directors was held on 22
September, 2025 and 07 February, 2026, without the
attendance of Non-Independent Directors and members of
the management.

Code of Conduct

As required under the Listing Regulations, the Company has
in place a Code of Conduct applicable to the Board Members
as well as the Senior Management Personnel and that the
same has been hosted on the Company’s website and can
be accessed athttps://advanceagrolife.com/policy/code-
conduct-directors-senior-management.

All the Board Members and the Senior Management Personnel
have affirmed compliance with the Code of Conduct, as on
March 31, 2026. A certificate to that effect is annexed in the
report on Corporate Governance, which forms part of this
Annual report.

In accordance with the Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015,
the Company has, inter-alia, adopted a Code of Conduct
for Prohibition of Insider Trading & Code of Practices and
Procedures for Fair Disclosure of Unpublished Price Sensitive
Information (Code) duly approved by Board and can be
accessed at the website of the company under the linkhttps://
advanceagrolife.com/web/policies.

Committees of the Board:

In accordance with the applicable provisions of the
Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board had
the following committees as on March 31, 2026 i.e. Audit
Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee, Corporate Social
Responsibility Committee.

During the Financial Year under review, all recommendations
of the Committees of the Board have been accepted by the
Board. A detailed update on the Board, its committees, its
composition, detailed charter including terms of reference of
various Board Committees, number of committee meetings
held, and attendance of the committee members at each
meeting is provided in the Corporate Governance Report,
which forms part of this Annual report.

Familiarisation Programme for Independent
Directors:

The Company has developed and adopted structured
induction programs for orientation and training of directors
at the time of their joining and during their term to ensure
familiarisation of directors with the management and
operations of the Company including factory visits, one to
one meeting with seniors to understand business models,
products, processes, culture and the industry in which
it operates.

Further the details of the familiarisation programme adopted
by the Company for orientation and training of the directors
are provided in the Report on Corporate Governance, which
forms part of this Annual report.

Annual Performance Evaluation of the Board

Pursuant to the applicable provisions of the Companies
Act, 2013 and the SEBI Listing Regulations, 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 to the Companies Act, 2013, states
that the performance evaluation of the Independent
Directors shall be done by the entire Board of Directors,
excluding the Director being evaluated.

The Board has carried out an evaluation of its own annual
performance as whole, its Committees and Individual
Directors for the Financial Year 2025-26 in its meeting held
on February 07, 2026. The Board has devised questionnaire to

evaluate the performances of each Director. Such questions
are prepared considering the business of the Company
and the expectations that the Board have from each of
the Directors.

The NRC committee has evaluated the performance of
individual directors in the manner as specified in the policy.

Also, in a separate meeting of Independent Directors,
performance of Non-Independent Directors, Board as a
whole and the Chairman were evaluated.

Performance evaluation of Independent Directors was done
by the entire Board, excluding the Independent Director
being evaluated. The performance evaluation shall be carried
out in the manner as specified in the policy.

The policy is available on the Company’s website and
can be accessed athttps://advanceagrolife.com/policy/
nomination-remuneration-policy.

Number of Board Meetings:

During the year under review, the Board of Directors of the
company met 11(Eleven) times on following dates: 21^st
July, 2025; 28^th August, 2025; 05^th September, 2025; 18^th
September, 2025; 29^th September, 2025; 03^rd October, 2025;
04^th October, 2025; 06^th October, 2025; 29^th October, 2025;
14^th November, 2025 and 07^th February, 2026. The intervening
gap between the meetings was within the period prescribed
under the Companies Act, 2013 and Listing Regulations,
as amended.

Further the particulars of the meetings held and attendance
of each Director are detailed in the Corporate Governance
Report, which forms part of this Report.

Internal Financial Controls and Its adequacy:

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.

The Company believes that these systems provide
reasonable assurance that the Company’s internal financial
controls are adequate and are operating effectively
as intended.

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.

Furthermore, a certificate from the Managing Director & Chief
Financial Officer, in accordance with the Listing Regulations,
confirming the accuracy of the financial statements and
cash flow statements, the adequacy of internal control
measures, and the reporting of pertinent matters to the Audit
Committee, has been annexed as a part of this Annual Report.

AUDITORS:

A. Statutory Auditor and Auditor's Report

Pursuant to Section 139 of the Act, the shareholders
at 22^nd Annual general meeting had appointed M/s S K
Patodia & Associates LLP, Chartered Accountants (FRN
No. 112723W/W100962) for a term of five consecutive
years i.e. till the conclusion of the Annual General
Meeting to be held in the year 2029.

M/s S K Patodia & Associates LLP, Chartered
Accountants (ICAI Firm Registration No. 112723W/
W100962), statutory auditors of the Company, have
submitted Auditors’ Report on the financial statements
(standalone) of the Company for the financial year ended
31 March 2026, which forms a part of this Annual Report.

The Reports on standalone financials does not
contain any qualification, reservation, adverse remark
or disclaimer.

M/s S K Patodia & Associates LLP, Chartered
Accountants, have consented to act as the Statutory
Auditors of the Company. They have further confirmed
that they are not disqualified from being appointed as
Statutory Auditors in terms of the provisions of the Act
and the Listing Regulations.

B. Cost Auditor & Auditor's report

Pursuant to Section 148(1) of the Companies Act, 2013
are applicable to the Company and accordingly the
Company has maintained cost accounts and records in
respect of the applicable products for the year ended
March 31, 2026.

The Board, on the recommendation of the Audit
Committee, at its meeting held on 08^th May, 2026, has
approved the appointment of M/s M Goyal & Co., Cost
Accountants, Jaipur, (Registration No. 000051), as the
Cost Auditors for the Company for the financial year
2026-27 and approved their remuneration, subject
to ratification by the Members in the ensuing AGM of
the Company.

Accordingly, a resolution seeking Members ratification
for the remuneration of ? 50,000/- plus applicable taxes
and reimbursement of out-of-pocket expenses incurred
in connection with the cost audit payable to M/s M Goyal
& Co., Cost Auditor for the F.Y. 2026-27 be placed before
the Members at the ensuing AGM.

They have confirmed their independent status and that
they are free from any disqualifications under section
141 of the Companies Act, 2013.

The Report of the Cost Auditors for the financial year
ended March 31, 2026 is under finalisation and shall be
filed with the Ministry of Corporate Affairs within the
prescribed period.

C. Internal Auditor and Auditor's Report

Based on the recommendation of the Audit Committee,
the Board of Directors at its meeting held on 08^th
May, 2026 approved the appointment of M/s PSAG &
Associates, Practicing Chartered Accountants (FRN No.
035578C), as the Internal Auditor of the Company for the
financial year 2026-27, to conduct the internal audit at a
remuneration of ? 55000/- per month (Rupees fifty-five
thousand only) plus applicable taxes and reimbursement
of out-of-pocket expense, if any as mutually agreed.

The Internal Audit reports issued during the F.Y. 2025-26
does not contain any significant adverse observations,
and the same were reviewed by the Audit Committee
from time to time. Necessary actions, wherever
required, have been taken by the management to
strengthen the internal control systems.

D. Secretarial Audit and Auditor's Report

In terms of Section 204 of the Companies Act, 2013
read with the rules on Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
and Regulation 24A of the Listing Regulations, M/s. MSV
& Associates, Practicing Company Secretaries. (FRN
No. P2018RJ07190), conducted the secretarial audit
of the Company for the FY 2025-26. The Secretarial
Audit Report of the Company in the prescribed "Form
No. - MR-3” forming part of this Report annexed as
"Annexure-V".

There has been no qualification, reservation, adverse
remark or disclaimer given by the Secretarial Auditors in
their Report and are self-explanatory and do not call for
any further comments.

In accordance with the requirements of Regulation 24A
of the SEBI Listing Regulations and Section 204 of the
Act, read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, on the recommendation of the Audit Committee,
the Board of Directors at its meeting held on July 21,
2025, has approved the appointment of M/s. MSV &
Associates, Practicing Company Secretaries (FRN
No.: P2018RJ071900), as secretarial auditors to hold
office for a term of five consecutive years commencing
from financial year 2025-26 till financial year 2029¬
30 as approved by the shareholders at 23^rd Annual
General Meeting.

Annual Secretarial Compliance Report

Secretarial Compliance Report, pursuant to regulation
24A of the SEBI (LODR) Regulations, for the FY 2025-26 on
compliance of all applicable SEBI Regulations, circulars/
guidelines issued thereunder, has been obtained from
M/s. MSV & Associates, Practicing Company Secretaries and
the same has been placed on the website of the Company and
Stock Exchanges and can be accessed at the weblinkhttps://
advanceagrolife.com/web/secretarial compliance report.

M/s. MSV & Associates, Practicing Company Secretaries
(FRN No.: P2018RJ071900), have confirmed that their
appointment, would be within the prescribed limits under the
Act & relevant Rules and Listing Regulations. They have also
affirmed that they are not disqualified from being appointed
as the Secretarial Auditors under the applicable provisions of
the Act, its Rules and the Listing Regulations.

Material changes and commitments affecting 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 date of report:

There have been no material changes and commitments
which affect the financial position of the Company which has
occurred between the end of the financial year and the date
of this report.

Particulars of Loans given, Investments made,
guarantees given and Securities provided under
Section 186 of the Companies Act, 2013

Pursuant to the provisions of section 186 of the Companies
Act, 2013, particulars of loans, guarantees and investments
made are provided in Financial Statements read together
with notes annexed and forms an integral part of the
financial statements.

Deposits

The Company has not accepted any deposits or amounts
which are deemed to be deposits from the public under the
provision of section 73 to 76 or any other relevant provision
of the companies Act and rules made thereunder have been
complied by the company.

Furthermore, as the Company has not accepted any deposits
in earlier financial years, question of unpaid or unclaimed
deposit and default in repayment does not arise.

Management Discussion and Analysis Report

In accordance with Regulation 34 of the SEBI Listing
Regulations, Management's Discussion and Analysis Report
(MD&A) for the year under review, giving a detailed analysis
of the Company's operations, as stipulated under Regulation
34(2)(e) of the SEBI Listing Regulations, is forming an integral
part of this Report.

Conservation Of Energy, Technology Absorption,
Foreign Exchange Earning and Outgo

The particulars relating to conservation ofenergy, technology
absorption, foreign exchange earnings and outgo, as required
to be disclosed under the Act, are provided in "Annexure-I" to
this Report.

Particulars of Contracts or Arrangements with
Related Parties

During the year under review:

a) all contracts/arrangements/ transactions entered by
the Company with related parties were in the ordinary
course of business and on arm's length basis.

b) contracts/arrangements/ transactions which were
material as per the Listing Regulations, were entered into
with related parties in accordance with the policy of the
Company on Materiality of Related Party Transactions
and on dealing with Related Party Transactions.

Details of contracts/arrangements/ transactions with
related parties which are required to be reported in Form No.
AOC-2 in terms of Section 134(3)(h) read with Section 188
of the Act and Rule 8(2) of the Companies (Accounts) Rules,
2014 are provided in "Annexure N" to this Report.

The Policy on Materiality of Related Party Transactions and
on dealing with Related Party Transactions is available on
the Company’s website and can be accessed athttps://
advanceagrolife.com/policy/policy-related-party-
transactions.

All applicable related party transactions were duly presented
before the Audit Committee and the Board. There were no
materially significant related party transactions which could
have potential conflict with the interests of the Company
at large.

Members may refer to Note 43 of the Standalone Financial
Statement which sets out Related Parties Disclosures
pursuant to Ind AS.

Corporate Social Responsibility

The CSR activities undertaken during the year reflect the
'We Care' philosophy that guides the Company's approach.
These CSR initiatives of the Company, under the leadership
of Chairperson, Sh. Om Prakash Choudhary (DIN: 01004122)
touched the lives of more than 200 people by providing
appliances/special support to the differently abled people.

In terms of the provisions of Section 135 of the Act read with
Companies (Corporate Social Responsibility Policy) Rules,
2014 (as amended), the Board has constituted a Corporate
Social Responsibility (CSR) Committee. The Corporate Social
Responsibility Committee consists of three members i.e. the
Chairperson is an Executive Director, one is Executive and one

is Non-executive Independent Director. The compositions as
on March 31, 2026 is as follows-

1) Mr. Om Prakash Choudhary (Din: 01004122),
Chairperson, Managing Director

2) Mr. Kedar Choudhary (Din: 06905752), Member, Whole¬
time Director,

3) Mrs. Rakesh Verma (Din: 02242428),Member,
Independent Non- Executive Director

Further, the terms of reference of the CSR Committee and
meetings held during the year is provided in the Corporate
Governance Report, which forms part of this Annual Report.

The Company has provided support to government schools
by improving essential infrastructure, including classroom
fans, waterproofing, printers, and quality classroom furniture.
The Company also supports regular cattle feeding programs
to ensure proper nutrition and care to animals.

The CSR policy expresses the Company’s ethics and
accountability, detailing the guidelines and processes for
initiating social initiatives that promote the welfare and
long-term development of communities in the vicinity of
its operations.

The CSR policy is available on the Company’s website and
can be accessed at:https://advanceagrolife.com/policy/
corporate-social-responsibility-policy.

As per provisions of section 135 of the Companies Act 2013,
the company spent ?5.92 million on CSR Activities during the
year, being 2% of net profits calculated as per provisions of
the Act.

The Annual report on CSR activities is annexed and marked as
"Annexure - III" to this report.

Disclosure of Managerial Remuneration & Particular
of Employees

The disclosure pertaining to remuneration and other details,
as required under Section 197(12) of the Companies Act, 2013
("Act"), read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is
annexed to this Report as "Annexure -IV".

Particulars of employee remuneration as required under
Section 197(12) of the Act read with Rule 5(2) and Rule 5(3) of
the Rules forms part of this report. In terms of the provisions
of Section 136 of the Act, the Annual Report is being sent
to members excluding the aforementioned information.
Any member interested in obtaining such information may
write to the Company Secretary of the Company. None of
the employees listed in the said Annexure is related to any
Director of the Company.

As on March 31, 2026, the Company had 299 permanent
employees.

Directors' Responsibility Statement:

Pursuant to Section 134 of the Companies Act, 2013, with
respect to the Director’s responsibility Statement, the
Directors hereby confirm that:

a) In the preparation of the Annual Accounts, the applicable
Accounting Standards had been followed along with
proper explanations relating to material departures;

b) the Directors have selected such accounting policies
and applied them consistently and made judgment 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, 2026 and of the profit of the company for
the year ended on that date;

c) the Directors have taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of Companies Act, 2013
for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a
going Concern basis;

e) the Directors have laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and are operating
effectively; and

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

Annual Return

The Annual return referred in Section 92 (3) of the Companies
Act, 2013 ("Act") read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, is available
on the Company’s website and can be accessed athttps://
advanceagrolife.com/web/annual return.

Vigil Mechanism/Whistle Blower Policy

The Company is committed to adhering to the highest
standards of ethical, moral and legal conduct of business
operations and in order to maintain these standards the
Company encourages the employees including directors
to raise their genuine concerns without fear of criticism.
Therefore, it has built-in and set up Whistle Blower Policy
and has established the necessary vigil mechanism in
confirmation with Section 177(9) of the Act and Regulation
22 of SEBI Listing Regulations, under this mechanism all the
employees and Directors of the Company are eligible to make
disclosures in relation to matters concerning the Company
and report concerns about any unethical behaviour in the
Company. We affirm that during the year under review, no
employee or Directors were denied access to the Audit
Committee. The Vigil Mechanism Policy is available on the

website of the Company and can be accessed athttps://
advanceagrolife.com/policy/vigil-mechanism-whistle-
blower-policy

Details In Respect of Fraud Reported by Auditors
under Section 143(12) of the Companies Act, 2013

During the year under review, the 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.

Prevention and Redressal of Sexual Harassment
Policy, and Disclosure under Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

Internal Complaints Committee (ICC): To ensure a safe
and respectful workplace, the Company has established
an Internal Complaints Committee (ICC) for the prompt
handling of sexual harassment complaints. The ICC, led
by a senior female employee and supported by an external
expert, reinforces the Company’s commitment to employee
security. The Board is regularly briefed on ICC activities and
policy adherence, fostering trust and transparency.

Policy on Prevention of Sexual Harassment at Workplace
(POSH) and Awareness:

The Company maintains a policy of zero tolerance with
respect to sexual harassment, with the objective of
providing a secure and respectful working environment for all
personnel. The Policy is available on the Company’s website
and can be accessed athttps://advanceagrolife.com/policy/
prevention-sexual-harrasment-workplace

In accordance with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 ('POSH Act"), the following information pertains
to complaints received, resolved, and pending during the
financial year:

Risk Management

The Company has in place a mechanism to identify, assess,
monitor and mitigate various risks to key business objectives.
Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a
continuing basis.

The Company and management has been continuously
taking necessary precautions and actions to find out the
factors or reasons that may adversely affects or threaten to
the existence and business of the company.

Significant and Material Orders Passed by Regulators
or Courts or Tribunals

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

The Code on Social Security, 2020 & Maternity
benefit Act, 1961

The Company is in compliance with the applicable
provisions relating to maternity benefits as prescribed
under the Maternity Benefit Act, 1961/the Code on Social
Security, 2020.

Transfer of Unclaimed Dividend to Investor Education
and Protection Fund

There were no unclaimed/unpaid dividend, application
money, debenture interest and interest on deposits as well as
the principal amount of debentures and deposits, remaining
unclaimed/ unpaid in relation to the Company hence the
Company is not required to transfer any amount to Investor
Education and Protection Fund IEPF).

Secretarial Standards

The Company has followed the applicable Secretarial
Standards with respect to Meetings of the Board of Directors
(SS-1) and General Meetings (SS-2) issued by the Institute of
Company Secretaries of India.

Credit Ratings

The Company has obtained rating from CARE Ratings Limited on March 23, 2026, the credit ratings were as follows:

General Disclosures:

The Board of Directors states that no disclosure or reporting

is required in respect of the following items as there were no

transactions on these items during the year under review:

1. As per Rule 4(4) of the Companies (Share Capital and
Debentures) Rules, 2014, the Company has not issued
equity shares with differential rights as to dividend,
voting or otherwise;

2. As per Rule 8(13) of the Companies (Share Capital and
Debentures) Rules, 2014, the Company has not issued
shares (including sweat equity shares) to employees of
the Company under any scheme;

3. There was no commission paid by the company to
its managing director or whole-time directors, so no
disclosure was required in pursuance to section 197(14)
of The Companies Act, 2013;

4. No application has been made under the Insolvency and
Bankruptcy Code; hence the requirement to disclose the
details of application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 (31
of 2016) during the year under review along with their
status as at the end of the financial year is not applicable;

5. As per rule 12(9) of the Companies (Share Capital and
Debentures) Rules, 2014, the Company has not issued
equity shares under the scheme of employee stock
options; and

6. The requirement to disclose the details of difference
between amount of the valuation done at the time of
onetime settlement and the valuation done while taking
loan from the Banks or Financial Institutions along with
the reasons thereof, is not applicable.

Appreciation & Acknowledgement

The Directors sincerely acknowledge and value the
dedication, commitment, and professionalism demonstrated
by the employees, whose continued efforts play a vital role in
the growth and success of the Company.

The Directors wish to place on record their sincere
appreciation for the co-operation and support received from
the Banks, Government Authorities, Customers, Suppliers,
BSE, NSE, CDSL, NSDL, Business Associates, Shareholders,
Auditors, Financial Institutions and other individuals / bodies
for their continued co-operation and support and look
forward to their steadfast association in the years ahead.

By order of the Board of Directors
For Advance Agrolife Limited

Om Prakash Choudhary

Chairman & Managing Director
Date: -06-08-2026 DIN: 01004122

Place: -Jaipur E-39, RIICO INDUSTRIAL AREA EXT. BAGRU,

JAIPUR, Rajasthan, India, 303007