Markets

The Directors have pleasure in presenting the 39th Annual Report of the Company, together with the Audited Standalone and Consolidated
Financial Statements, for the financial year ended 31st March 2026. The Report also includes the Auditors' Report on the Standalone and
Consolidated Financial Statements for the said financial year.

FINANCIAL PERFORMANCE REVIEW

Your Company’s performance during the year as compared with that during the previous year is summarized below: _H i_n |_akh_s

REVIEW OF OPERATIONS

Standalone and Consolidated Performance

During the financial year under review, your Company delivered
a robust financial performance, registering growth across all key
financial parameters, including revenue, operating income, profit
before tax, profit after tax, and earnings per share.

On a standalone basis, the Company recorded revenue from
operations of H130376.89 lakhs and a net profit of H28326.17 lakhs.

On a consolidated basis, the Company reported revenue from
operations of H139476.26 lakhs and a net profit attributable to
the owners of the Company (after non-controlling interests) of
H29584.15 lakhs.

The Company's strong financial performance reflects the resilience
of its business model, disciplined execution of its strategic
priorities, and continued focus on operational excellence. The
management remains committed to driving sustainable growth
through customer-centric initiatives, operational efficiencies,
prudent financial management, and continuous innovation.

Your Company continues to pursue its medium- and long-term
strategic objectives with a focus on strengthening its market position,
expanding its business opportunities, and delivering consistent
value to all stakeholders. The Company will continue to leverage
its strengths in products, technology, and human capital to enhance
shareholder value. Strategic initiatives undertaken during the year are
expected to further strengthen the Company's fundamentals, improve
competitiveness, and support sustainable long-term growth.

BUSINESS UPDATE AND STATE OF THE COMPANY'S
AFFAIRS

The Management Discussion and Analysis ("MD&A") Report,
forming an integral part of this Annual Report, provides a detailed
review of the Company's business performance, industry structure
and developments, opportunities and threats, outlook, risks and
concerns, internal control systems, financial and operational
performance, material developments in human resources, and
other matters, as applicable.

The MD&A Report has been prepared in compliance with the
requirements of Regulation 34 read with Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended, and provides an overview of the state of the
Company's affairs during the financial year under review.

DIVIDEND

The Board of Directors, at its meeting held on 12th November
2025, declared an Interim Dividend of 250%, i.e., H5.00 per equity
share of face value H2.00 each, for the financial year ended 31
March 2026. The said Interim Dividend was paid to the eligible
shareholders on 18th November 2025.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has
adopted a Dividend Distribution Policy, which sets out the guiding
principles for the declaration and payment of dividends. The Policy
is available on the Company's website athttps://www.kaveriseeds.
in/wp-content/uploads/policies/Dividend-Distribution-Policy.pdf

TRANSFER OF AMOUNT TO RESERVES

During the financial year ended 31st March 2026, the Company
transferred H10.00 Crores to the General Reserve in accordance
with the applicable provisions of the Companies Act, 2013 and the
rules made thereunder.

SHARE CAPITAL

During the year under review, there was no change in the
Authorised Share Capital of the Company.

The paid-up Equity Share Capital of the Company as on 31st
March 2026 stood at h1,028.78 Lakhs, comprising 5,14,39,071
Equity Shares of ?2/- each fully paid-up.

The Company has not issued any shares with differential voting
rights nor granted any stock options during the year under review.
The equity shares of the Company continue to rank pari-passu in
all respects, including dividend entitlement.

STATUTORY AUDITORS AND AUDITORS’ REPORT

The Report of the Statutory Auditors forms part of this Annual
Report. The Auditors have not made any qualification, reservation,
adverse remark, or disclaimer in their report. Further, during the

year under review, the Statutory Auditors have not reported any
instance of fraud under Section 143(12) of the Companies Act,
2013 to the Audit Committee of the Company.

Pursuant to the provisions of Section 139 of the Companies
Act, 2013 read with the Companies (Audit and Auditors) Rules,
2014, the Members of the Company at the 35th Annual General
Meeting (AGM) held on 29th September 2022 re-appointed M/s.M.
Bhaskar Rao & Co., Chartered Accountants (Firm Registration
No. 000459S), as the Statutory Auditors of the Company to hold
office from the conclusion of the 35th AGM until the conclusion
of the 40th AGM.

The Ministry of Corporate Affairs (MCA), vide its notification dated
7th May 2018, omitted the requirement under the first proviso
to Section 139(1) of the Companies Act, 2013 and Rule 3(7) of
the Companies (Audit and Auditors) Rules, 2014 relating to the
annual ratification of the appointment of Statutory Auditors by the
Members at every AGM.

Accordingly, M/s. M. Bhaskar Rao & Co., Chartered Accountants,
continue as the Statutory Auditors of the Company until the
conclusion of the 40th AGM, as approved by the Members
at the 35th AGM.

INTERNAL AUDITORS

The Board of Directors of the Company has re-appointed M/s. M.
Anandam & Co., Chartered Accountants, as the Internal Auditors
of the Company to conduct the Internal Audit for the financial
year ending 31st March 2026. The Internal Audit Reports are
reviewed by the Audit Committee on a quarterly basis to monitor
the adequacy and effectiveness of the Company's internal
control systems.

COST AUDITORS

Pursuant to the provisions of Section 148(1) of the Companies Act,

2013, read with the Companies (Cost Records and Audit) Rules,

2014, the Company is not required to maintain cost records.
Accordingly, the requirement for appointment of a Cost Auditor
and conduct of a cost audit is not applicable to the Company.

SUBSIDIARY COMPANIES

As on March 31, 2026, the Company has four Indian subsidiaries
and one foreign wholly owned subsidiary.

During the financial year under review, there was no material change
in the nature of the business carried on by any of the subsidiaries.
Further, no company became or ceased to be a subsidiary, joint
venture or associate of the Company during the year.

Pursuant to the provisions of Section 129(3) of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014,
a statement containing the salient features of the financial
statements of the Company's subsidiaries in Form AOC-1 forms
part of the Financial Statements.

In accordance with the provisions of Section 136 of the Companies
Act, 2013, the audited standalone and consolidated financial
statements of the Company, together with the audited financial
statements of its subsidiaries and other relevant documents, are
available on the Company's website athttps://www.kaveriseeds.
in/investors/subsidiaries-financials/. The annual accounts of the
subsidiary companies shall also be made available to any member
of the Company seeking such information and are available for
inspection at the Registered Office of the Company and at the
registered offices of the respective subsidiary companies during
business hours in accordance with the applicable provisions of
the Companies Act.

Foreign Subsidiary

Kaveri Seed Company Bangladesh Private Limited, Bangladesh, is
a wholly owned foreign subsidiary of the Company. The subsidiary
did not undertake any business operations during the financial
year under review and, accordingly, there was no operational
activity during the year.

OUTLOOK AND FUTURE PLANS

The Management Discussion and Analysis section of this Annual
Report contains details regarding the Company's outlook and
future plans. Members are requested to refer to that section for
further information.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH THE RELATED PARTIES

During the financial year under review, all related party transactions
entered into by the Company were in the ordinary course of
business and on an arm's length basis and were in compliance
with the applicable provisions of the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended ("SEBI Listing Regulations").

There were no material related party transactions entered into
by the Company with its Promoters, Directors, Key Managerial
Personnel, Subsidiaries, or other related parties that could have had
a potential conflict with the interests of the Company. Further, there
were no contracts or arrangements with related parties requiring
disclosure under Section 188(1) of the Companies Act, 2013.

Accordingly, the particulars of contracts or arrangements
with related parties prescribed under Section 134(3)(h) of the
Companies Act, 2013, read with Rule 8(2) of the Companies
(Accounts) Rules, 2014, are provided in Form AOC-2, which
forms an integral part of this Annual Report.

The Company has formulated a comprehensive Related Party
Transactions Policy in accordance with the provisions of the
Companies Act, 2013 and the SEBI Listing Regulations. The
Policy provides a framework for the identification, review, approval,
monitoring, and reporting of related party transactions to ensure
that such transactions are undertaken in a transparent manner
and in the best interests of the Company and its stakeholders.

All related party transactions are placed before the Audit Committee
on a periodic basis for its review and approval in accordance with
the applicable provisions of the Companies Act, 2013 and the
SEBI Listing Regulations.

The Related Party Transactions Policy is hosted on the Company's
website and can be accessed athttps://kaveriseeds.in/wp-content/
uploads/policies/RPT.pdf

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) read with Section 92(3) of the
Companies Act, 2013 and Rule 12 of the Companies (Management
and Administration) Rules, 2014, the Annual Return of the
Company as at 31st March, 2026 is available on the Company's
website and can be accessed athttps://www.kaveriseeds.in/wp-
content/uploads/documents/MGT-9.pdf

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT
REPORT

Pursuant to the provisions of Section 204 of the Companies Act,
2013, read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, and Regulation 24A of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended, the Board of Directors, at its
meeting held on 13th August 2025, based on the recommendation
of the Audit Committee, appointed M/s. L. D. Reddy & Co.,
Practicing Company Secretaries (C.P. No. 3752), as the
Secretarial Auditor of the Company for a term of five consecutive
financial years, commencing from FY 2025-26 to FY 2029-30.
The appointment was subsequently approved by the Members at
the 38th Annual General Meeting of the Company.

The Secretarial Audit Report for the financial year ended 31st
March 2026, issued by M/s. L. D. Reddy & Co., confirms that
the Company has complied with the applicable provisions of the
Companies Act, 2013, the Rules made thereunder and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended, and other applicable laws, rules, regulations,
and guidelines.

The Secretarial Audit Report does not contain any qualification,
reservation, adverse remark, or disclaimer. The Report is annexed
to this Board's Report as Annexure - A.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year
2025-26 to verify compliance with all applicable provisions of the
Securities and Exchange Board of India (SEBI) Regulations and
the circulars/guidelines issued thereunder. The Annual Secretarial
Compliance Report for the financial year 2025-26, issued by Mr.
L. Dhanamjay Reddy, Practicing Company Secretary, Hyderabad,
was submitted to the Stock Exchanges within the prescribed
timeline. The said report forms part of the Corporate Governance
section of this Annual Report.

BOARD'S RESPONSE ON AUDITOR'S
QUALIFICATIONS, RESERVATIONS, ADVERSE
REMARKS OR DISCLAIMER

There were no qualifications, reservations, adverse remarks, or
disclaimers made by the Statutory Auditors in their Audit Report
or by the Practicing Company Secretary in the Secretarial Audit
Report for the financial year ended 3st March 2026. Accordingly, no
comments or explanations by the Board are required in this regard.

Further, during the year under review, no instances of fraud
were reported by the auditors under Section 143(12) of the
Companies Act, 2013.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors comprises
Mr. Krishna Mohan Prasad (Chairman), Mrs. M. Chaya Ratan,
Dr. Rayappa Ramappa Hanchinal, and Mr. C. Mithunchand as
members of the Committee.

During the year, the Board accepted all the recommendations
made by the Audit Committee. Further details are provided in the
Corporate Governance Report section of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee presently
comprises Mr. Narasing Rao Singayapally (Chairman), Mrs. M.
Chaya Ratan, and Dr. Rajesh Kumar Mittal as members.

RISK MANAGEMENT COMMITTEE

The Company recognizes that effective risk management is
essential for achieving its strategic objectives and sustaining
long-term value creation. Accordingly, it has established a
robust enterprise-wide risk management framework to identify,
assess, monitor, and mitigate key business risks while leveraging
opportunities arising from the evolving business environment.

Pursuant to the applicable provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the
Board has constituted a Risk Management Committee comprising
Dr. Rayappa Ramappa Hanchinal, Independent Director, as the
Chairman, and Mr. C. Vamsheedhar and Mr. C. Mithunchand
as Members. The Committee assists the Board in overseeing
the implementation and effectiveness of the Company's risk
management framework and policy.

The Company has adopted a Risk Management Policy that provides
a structured approach for identifying, evaluating, monitoring,
and mitigating strategic, operational, financial, regulatory, cyber,
environmental, and other emerging risks that may affect the
Company's business objectives. Risks are assessed based on their
likelihood, potential impact, and the adequacy of existing control
mechanisms. Appropriate mitigation plans are implemented and
periodically reviewed to ensure their effectiveness.

In compliance with Section 134(3)(n) of the Companies Act, 2013,
the Company has implemented an integrated risk management
framework to ensure that significant risks are identified, evaluated,
and managed through appropriate internal control systems and
mitigation measures. The senior management periodically reviews
the risk landscape and reports significant risk exposures and
mitigation actions to the Risk Management Committee and the
Board, as appropriate.

The Risk Management Committee periodically reviews the
Company's risk profile, the effectiveness of mitigation measures,
and emerging risks that may impact the business. The Audit
Committee provides additional oversight with respect to financial
reporting risks, internal financial controls, and compliance risks.
Significant risks identified across various business functions are
continuously monitored, and necessary corrective and preventive
actions are undertaken to minimize their impact.

The details of the Company's risk management framework and its
implementation are also covered in the Management Discussion
and Analysis Report, which forms part of this Annual Report.
The Risk Management Policy is available on the Company's
website athttps://www.kaveriseeds.in/images/pdf/images/Risk-
Management-Policy final.pdf.

STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

The Stakeholders' Relationship Committee of the Company
has been duly constituted in accordance with the provisions of
Regulation 20 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, read with Section 178 of the Companies
Act, 2013. Details regarding the composition of the Committee and
its functioning are provided in the Corporate Governance Report,
which forms an integral part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Section 133 of the Companies Act, 2013
and the applicable accounting standards, including Ind AS 110
(Consolidated Financial Statements) and AS 23 (Accounting for
Investments in Associates), the Board of Directors presents the
Consolidated Financial Statements for the financial year ended
March 31,2026, as part of this Annual Report.

As required under Section 136 of the Companies Act, 2013, the
audited financial statements of the Company's subsidiaries are
available separately on the Company's website at:https://www.
kaveriseeds.in/investors/subsidiaries-financials/

INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company has established a comprehensive and robust
internal control framework commensurate with the nature,
size, and complexity of its business operations. The internal
financial controls are designed to provide reasonable assurance
regarding the reliability of financial reporting, safeguarding of

assets, prevention and detection of frauds and errors, operational
efficiency, and compliance with applicable laws, regulations, and
internal policies.

The Board of Directors, through the Audit Committee, oversees
the adequacy and effectiveness of the Company's internal control
systems. The Audit Committee periodically reviews the reports
and recommendations of the Statutory Auditors, Internal Auditors,
and Secretarial Auditors and ensures that appropriate corrective
and preventive actions are implemented by the management
wherever required.

The Internal Audit function operates independently and adopts
a risk-based audit approach. Annual internal audit plans are
developed after evaluating key business risks and are approved
by the Audit Committee. The scope of internal audits encompasses
financial, operational, compliance, and process controls across
various business functions, with the objective of continuously
evaluating and strengthening the Company's control environment.

Significant audit observations, along with the status of
implementation of management action plans, are regularly
presented to the Audit Committee. The Committee monitors the
progress of corrective actions and reviews the effectiveness of
the internal audit function through periodic assessments of audit
coverage, key findings, implementation timelines, and closure of
audit observations.

The Audit Committee meets at least four times during the financial
year to review the effectiveness of the Company's internal audit,
risk management, internal financial controls, and governance
processes. The Internal Audit function also provides assurance
and advisory services by identifying process improvement
opportunities, strengthening internal controls, and promoting best
governance practices.

Based on the reviews carried out during the year, the Board is
of the opinion that the Company's internal control systems and
internal financial controls are adequate and operating effectively.
The Company remains committed to continuously enhancing its
control framework to support sustainable growth, effective risk
management, and sound corporate governance.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS
WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has established an adequate Internal Financial
Controls (IFC) framework with reference to the financial
statements, encompassing Internal Controls over Financial
Reporting (ICOFR) as well as operational controls across key
business processes. These controls are designed to support the
achievement of the Company's business objectives, facilitate
adaptation to the evolving business environment, mitigate risks
to acceptable levels, promote sound decision-making, and uphold
high standards of Corporate Governance.

The key features of the Company's internal financial control
framework are as follows:

a. ERP-Based Record Management: The Company maintains
its major financial and operational records through an
integrated Enterprise Resource Planning (ERP) system,
ensuring accuracy, consistency, and timely availability
of information.

b. Internal Audit Mechanism: The Company has appointed
independent Internal Auditors to evaluate the adequacy
and effectiveness of internal controls and to assess
compliance with the Company's approved policies and
procedures. The Internal Auditors submit their reports
to the Audit Committee on a quarterly basis. The audit
findings, along with management's responses and corrective
actions, are reviewed during the approval of the quarterly
financial statements.

c. Governance Policies and Control Framework: The

Board of Directors has adopted and implemented a
comprehensive set of governance policies, including the
Related Party Transactions Policy, Whistle Blower Policy,
Policy on Determination of Material Subsidiaries, Corporate
Social Responsibility Policy, Policy on Disclosure of Material
Events, Document Retention and Preservation Policy,
Prevention of Sexual Harassment Policy, Code of Conduct
under Insider Trading Regulations, Code of Conduct for
Senior Management, Nomination and Remuneration Policy,
Board Diversity Policy, Dividend Distribution Policy, Risk
Management Policy, and other operational procedures.
These policies provide a robust control environment that
supports the orderly and efficient conduct of business,
safeguards the Company's assets, prevents and detects
fraud and errors, ensures the accuracy and completeness of
accounting records, and facilitates the timely preparation of
reliable financial information.

Based on the established framework and periodic assessments,
the Board is of the opinion that the Company's internal financial
controls with reference to the financial statements are adequate
and operating effectively during the year under review.

INDIAN ACCOUNTING STANDARDS - IFRS
CONVERGE STANDARDS

The Ministry of Corporate Affairs, Government of India, vide
notification dated 16 February 2015, notified Indian Accounting
Standards (Ind AS) under Section 133 of the Companies Act,
2013, read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended from time to time. Ind AS are converged
with International Financial Reporting Standards (IFRS).

The Company has adopted Ind AS as applicable and has
prepared its financial statements in accordance with the
recognition, measurement, presentation, and disclosure principles

prescribed therein, complying with the applicable standards in all
material respects.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3)(c) and 134(5) of
the Companies Act, 2013 and on the basis of explanations given
by the executives of the Company and subject to disclosures
in the Annual Accounts of the Company from time to time, the
Directors confirm that:

(a) in the preparation of the annual financial statements, the
applicable accounting standards have been followed along
with proper explanation relating to material departures, if any;

(b) the Directors have selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company 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 Companies Act, 2013, 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 Directors have laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and were operating effectively; and

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

BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL

Your Company is managed and controlled by a Board comprising
an optimum blend of Executive and Non-Executive Directors. As
on date the Board of Directors comprises of Ten (12) Directors
consisting of Five Executive Directors including the Chairman
& Managing Director, One Non-Executive Director and Six
Independent Directors including the Women Independent Director.

The composition of the Board is in conformity with Regulation 17
of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and the relevant provisions of the Companies
Act, 2013. The Directors possess requisite qualifications and
experience in general corporate management, strategy, finance,
administration and other allied fields which enable them to
contribute effectively to the Company in their capacity as Directors
of the Company.

Pursuant to the provisions of Section 203 of the Companies Act,
2013 the Key Managerial Personnel (KMP) of the Company as on
March 31,2026 are: Mr. G.V.Bhaskar Rao, Chairman & Managing
Director, Mr. K.V. Chalapathi Reddy, Chief Financial Officer and
Mrs. V.Sreelatha, Company Secretary. During the year under
review, there were no changes in the KMP of the Company.

Independent and Non-Executive Directors:

As prescribed under Listing Regulations and pursuant to
Section 149(6) of the Act, the particulars of Non-Executive and
Independent Directors (as on the date of signing of this report)
are as under: Mrs. M.Chaya Ratan, Dr. R.R.Hanchinal, Sri Krishna
Mohan Prasad, Sri S. Narasing Rao, Dr. Rajesh Kumar Mittal and
Dr. Govnda Rajulu Chintala,

Appointment/re-appointment:

During the year, the appointment of Dr. Madhushree Gundavaram
(DIN: 10978554) as a Non-Executive Non-Independent
Director and Dr. Govinda Rajulu Chintala (DIN: 03622371) as
an Independent Non-Executive Director of the Company was
approved by the members at their 38th Annual General Meeting.”

Further, the re-appointment of Dr. Rayappa Ramappa Hanchinal
(DIN: 08138621) as an Independent Director of the Company
for a term of five years commencing from 9th February 2026 to
8th February 2031, notwithstanding attainment of the age of 75
years, was also approved by the members at the 38th Annual
General Meeting.

Director(s) retiring by rotation:

In accordance with the provisions of Section 152 of the Companies
Act, 2013 and the Company’s Articles of Association, Mr. C.
Vamsheedhar (DIN: 01458939) and Mr. C.Mithunchand (DIN:
00764906), retires by rotation at the ensuing Annual General
Meeting and being eligible, offers himself for re-appointment.

Information u/r 36(3) of SEBI (LODR), Regulations, 2015:

As required under Regulation 36 (3) of the SEBI (LODR)
Regulations, 2015, brief particulars of the Directors seeking
appointment/re-appointments are given as Annexure to the notice
of the AGM forming part of this Annual Report.

DECLARATION FROM INDEPENDENT DIRECTORS
ON ANNUAL BASIS:

The Company has received declarations from all Independent
Directors in accordance with Section 149(6) of the Companies Act,
2013 and Regulation 16(1)(b) read with Regulation 25 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 confirming that they meet the criteria of independence and
are not debarred from holding the office of director by SEBI or any
other regulatory authority.

The Independent Directors have confirmed compliance with the
Code for Independent Directors as prescribed under Schedule
IV of the Companies Act, 2013 and have further affirmed that no

circumstances exist which may impair their ability to discharge
their duties independently and objectively.

They have also confirmed their registration with the databank
of Independent Directors maintained by the Indian Institute of
Corporate Affairs and compliance with the applicable requirements
relating to proficiency test under Section 150 of the Companies Act,
2013 read with the Companies (Appointment and Qualifications of
Directors) Rules, 2014, wherever applicable.

The Independent Directors have further confirmed that they have
no pecuniary relationship or transactions with the Company,
except for sitting fees and reimbursement of expenses incurred for
attending meetings of the Board and its Committees.

Based on these declarations, the Board has confirmed that the
Independent Directors continue to meet the prescribed criteria of
independence and that there has been no change in circumstances
affecting their status. The Board is satisfied with the integrity,
expertise and experience of all Independent Directors.

A certificate from a Practicing Company Secretary confirming that
none of the Directors are disqualified or debarred from holding
office forms part of this Report as Annexure.

Registration of Independent Directors in the Independent
Directors' Databank

In terms of the provisions of the Companies Act, 2013 read with
the Companies (Appointment and Qualification of Directors) Rules,
2014, all Independent Directors of the Company are registered
with the Independent Directors' Databank maintained by the Indian
Institute of Corporate Affairs (IICA). The Independent Directors
have confirmed that they meet the applicable requirements relating
to registration in the Databank and, wherever applicable, have
complied with the prescribed proficiency assessment requirements.

COMMITTEES OF THE BOARD

The details of the composition of the Board of Directors and its
Committees are provided in the Corporate Governance Report,
which forms an integral part of this Annual Report.

MEETING OF INDEPENDENT DIRECTORS

Pursuant to the provisions of Schedule IV to the Companies
Act, 2013 and Regulation 25(3) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, a separate
meeting of the Independent Directors of the Company was held
on 12th February 2025 under the Chairmanship of Dr. R. R.
Hanchinal, Independent Director, without the presence of the Non¬
Independent Directors and members of the Management.

The Independent Directors, inter alia, reviewed and
evaluated:

• the performance of the Non-Independent Directors and the
Board as a whole;

• the performance of the Chairman of the Company,
taking into account the views of the Executive and Non¬
Executive Directors; and

• the quality, quantity, and timeliness of the flow of information
between the Management and the Board, which is necessary
for the Board to effectively and reasonably perform its duties.

The Independent Directors expressed satisfaction with the
performance of the Non-Independent Directors, the Chairman, and
the Board as a whole. They also noted that the flow of information
between the Management and the Board was adequate, timely,
and of appropriate quality to enable the Board to effectively
discharge its responsibilities.

FAMILIARIZATION PROGRAMME FORINDEPENDENT DIRECTORS:

In terms of the requirements of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Company
has adopted a Familiarization Programme for its Independent
Directors to enable them to understand the Company's business,
industry, operations, governance framework, and the regulatory
environment in which it operates.

At the time of appointment and on an ongoing basis, Independent
Directors are familiarized with the Company's business model,
strategic priorities, operational and financial performance, industry
dynamics, risk management framework, internal control systems,
and corporate governance practices. They are also briefed on
their roles, rights, responsibilities, and duties under the applicable
provisions of the Companies Act, 2013, the SEBI (LODR)
Regulations, and other applicable laws.

The familiarization programme includes presentations by
the Chairman, Managing Director, Executive Directors, Chief
Financial Officer, Company Secretary, business heads, and other
members of senior management on the Company's operations,
business segments, strategy, financial performance, regulatory
developments, sustainability initiatives, and key business risks.
Independent Directors are also encouraged to interact with senior
management to gain a comprehensive understanding of the
Company's business and operations.

The Board is periodically updated on significant changes in the
business environment, industry trends, statutory and regulatory
developments, and other matters that may have a material impact
on the Company. Such updates enable the Independent Directors
to effectively discharge their responsibilities and contribute
meaningfully to the deliberations of the Board and its Committees.

The details of the Familiarization Programme imparted to the
Independent Directors, including the number of programmes
attended and the cumulative hours spent by the Directors,
are available on the Company's website. A web link to the
Familiarization Programme is also provided in the Report on
Corporate Governance, which forms part of this Annual Report.

NUMBER OF MEETINGS OF THE BOARD AND AUDIT
COMMITTEE

During the financial year under review, four Meetings of the Board
of Directors and four Meetings of the Audit Committee were
convened and held.

The Meetings of the Board of Directors were held on 19th
May, 2025, 13th August, 2025, 6th November, 2025, and 9th
February, 2026.

The Meetings of the Audit Committee were held on 19th May, 2025,
13th August, 2025, 6th November, 2025, and 9th February, 2026.

The details of the attendance of Directors at the Board Meetings
and the Audit Committee Meetings held during the Financial Year
2025-26 form part of the Corporate Governance Report.

The interval between two consecutive Board Meetings was within
the period prescribed under the provisions of the Companies Act,
2013, the applicable SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, and other applicable
statutory requirements.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of business of the company or
any of its subsidiaries during the financial year under review.

DEPOSITS:

During the financial year ended March 31,2026, the Company did
not accept or renew any deposits from the public or its members
under Section 73 of the Companies Act, 2013, read with the
Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no
amount of principal or interest on such deposits was outstanding
as at March 31,2026.

DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH
THE REQUIREMENTS OF THE ACT:

During the financial year ended March 31,2026, the Company has
not accepted any deposits within the meaning of Sections 73 to
76 or any other applicable provisions of the Companies Act, 2013
(“the Act”) read with the Companies (Acceptance of Deposits)
Rules, 2014. Accordingly, there were no deposits accepted by the
Company that were in contravention of the provisions of the Act
and the rules made thereunder.

Further, pursuant to the notification issued by the Ministry of
Corporate Affairs (“MCA”) dated January 22, 2019, amending
the Companies (Acceptance of Deposits) Rules, 2014, the
Company is required to file a return of particulars of transactions
not considered as deposits, in Form DPT-3, with the Registrar of
Companies (“ROC”), in respect of outstanding receipts of money
or loans received by the Company which are not considered as
deposits under the Act.

The Company has duly complied with the aforesaid requirements
and filed the requisite Form DPT-3 with the ROC within the
prescribed timelines.

PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013, the
Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, and the Guidance
Note on Board Evaluation issued by SEBI on January 5, 2017,
the Board of Directors has carried out an annual performance
evaluation of the Board, its Committees, and individual Directors.

The performance evaluation of the Board was conducted
based on feedback received from all Directors and considered
various parameters, including Board composition and structure,
effectiveness of Board processes, quality and adequacy of
information provided, participation and contribution of Directors,
and overall functioning of the Board.

The performance evaluation of the Committees was carried
out by the Board based on inputs received from the respective
Committee members, taking into account parameters such
as composition, effectiveness of meetings, discharge of
responsibilities, and contribution towards achieving the objectives
of the respective Committees.

A separate meeting of the Independent Directors was held to
evaluate the performance of the Non-Independent Directors,
the Chairman of the Company, and the Board as a whole, in
accordance with applicable provisions. The evaluation was
conducted after considering the views of Executive Directors and
Non-Executive Directors.

The Nomination and Remuneration Committee and the Board
reviewed the performance of individual Directors based on
criteria including their preparedness, active participation,
constructive contribution, and valuable inputs during Board and
Committee meetings.

The performance evaluation of Independent Directors was
completed, and the evaluation of the Chairman and Non¬
Independent Directors was carried out by the Independent
Directors. The Board expressed its satisfaction with the evaluation
process and the results thereof.

BOARD DIVERSITY

The Company recognizes the importance of having a diverse Board
that brings together varied experience, expertise, knowledge,
perspectives, and backgrounds. Over the years, the Company
has been privileged to have eminent individuals from diverse fields
serving on its Board of Directors.

In accordance with the requirements of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, the
Nomination and Remuneration Committee has formulated a Policy
on Board Diversity to ensure an appropriate balance of skills

and diversity in terms of experience, knowledge, perspective,
background, gender, age, and culture.

The Policy on Board Diversity is available on the Company’s
website and may be accessed at:https://kaveriseeds.in/Wp-
content/uploads/policies/Policv-on-Board-Diversitv.pdf

APPOINTMENT OF DIRECTORS AND
REMUNERATION POLICY

The appointment of Directors to the Board is based on a
comprehensive evaluation of various criteria, including integrity,
ethical standards, personal and professional stature, domain
expertise, experience, gender diversity, and the specific
qualifications and competencies required for the role. The
suitability of a prospective Board member is further assessed
based on the independence criteria prescribed under Section
149(6) of the Companies Act, 2013, and Regulation 16(1)(b) of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, wherever applicable.

Pursuant to the provisions of Section 178(3) of the Companies
Act, 2013, Regulation 19(4) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, and the
recommendations of the Nomination and Remuneration
Committee, the Board has approved and adopted a Remuneration
Policy governing the appointment, remuneration, and evaluation of
Directors, Key Managerial Personnel (KMP), Senior Management
Personnel, and other employees of the Company.

The Nomination and Remuneration Policy is available on the
Company’s website athttps://kaveriseeds.in/wp-content/uploads/
policies/NRC.pdf

The detailed terms of reference, composition, and other disclosures
relating to the Nomination and Remuneration Committee are
provided in the Corporate Governance Report forming part of
this Annual Report.

CORPORATE GOVERNANCE

The Company has always believed in adopting and adhering to
the best practices of Corporate Governance and is committed to
maintaining the highest standards of integrity, transparency, and
accountability in all its operations.

A detailed Report on Corporate Governance, covering the
governance philosophy, policies, practices, and initiatives adopted
by the Company, forms part of this Annual Report.

The Certificate issued by M/s. L.D. Reddy & Co., Practicing
Company Secretaries, Hyderabad, confirming compliance with the
requirements of Corporate Governance as stipulated under the
applicable provisions of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations,
2015, is annexed to the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the financial
year under review, as required under Regulation 34(2)(e) of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, forms part of
this Annual Report.

The report provides an overview of the industry structure and
developments, business performance, operational and financial
performance, opportunities and threats, risks and concerns,
internal control systems, and future outlook of the Company.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act,

2013, read with the Companies (Corporate Social Responsibility
Policy) Rules, 2014, the Company has constituted a Corporate
Social Responsibility (CSR) Committee of the Board. The CSR
Committee is entrusted with the responsibility of formulating
and recommending the CSR Policy, recommending the amount
of expenditure to be incurred on CSR activities, monitoring the
implementation of the CSR Policy and projects, and performing
such other functions as prescribed under the applicable provisions
of the Companies Act, 2013 and the rules made thereunder.

During the year, the CSR Committee comprised Mr. G. V.
Bhaskar Rao as Chairman, Mrs. G. Vanaja Devi and Dr. R. R.
Hanchinal as Members.

The Company undertakes its CSR initiatives through Kaveri
Bhaskar Rao Charitable Trust, a company incorporated under
Section 8 of the Companies Act, 2013, to implement CSR
programmes and other charitable activities in accordance with the
Company's CSR Policy and the applicable statutory provisions.

The Annual Report on CSR activities, containing the disclosures
prescribed under the Companies Act, 2013 and the Companies
(Corporate Social Responsibility Policy) Rules, 2014, forms part of
this Annual Report as Annexure - B.

The CSR Policy of the Company is available on the Company's
website at https://www.kaveriseeds.in/wp-content/uploads/

policies/CSRPOLICY.pdf

ENERGY CONSERVATION, TECHNOLOGYABSORPTION, AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

Pursuant to the provisions of Section 134(3)(m) of the Companies
Act, 2013, read with Rule 8 of the Companies (Accounts) Rules,

2014, the particulars relating to conservation of energy, technology
absorption, and foreign exchange earnings and outgo are set out
in Annexure C, which forms an integral part of this Report.

EMPLOYEE STOCK OPTION SCHEME(S)

Kaveri Seed Company Limited - Employee Stock Option
Plan 2024

Pursuant to the approval of the Members at the 37th Annual
General Meeting held on 30th September 2024, the Company
adopted the Kaveri Employee Stock Option Plan, 2024 ("ESOP
2024"), including its extension to the eligible employees of the
Group Companies, in accordance with the provisions of the
Companies Act, 2013 and the Securities and Exchange Board
of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 ("SEBI SBEB & SE Regulations").

The ESOP 2024 is administered by the Nomination and
Remuneration Committee ("NRC"), which acts as the Compensation
Committee for the purposes of the SEBI SBEB & SE Regulations
2021. The Scheme is implemented through the Kaveri Employees
Trust, with Barclays Wealth Trustees (India) Private Limited acting
as the Trustee for acquisition of equity shares from the secondary
market and administration of the Scheme.

The NRC is entrusted with the responsibility of administering the
Scheme, including formulation of detailed terms and conditions,
determining the eligibility of employees, identifying the employees
to whom stock options may be granted, deciding the number
of options to be granted, and prescribing the vesting and other
terms of such grants. The NRC is also authorised to determine
the eligibility of employees of the Company's existing and future
subsidiary/group companies for participation under the Scheme.

The ESOP 2024 has been introduced with the objective of
attracting, motivating and retaining talented employees, aligning
their long-term interests with those of the Company and its
shareholders, rewarding sustained performance, and fostering a
culture of ownership and long-term value creation.

During the financial year 2025-26, the Trust acquired 2,55,850
equity shares of the Company from the secondary market for
implementation of ESOP 2024. Consequently, as at 31 March
2026, the Trust held an aggregate of 3,98,202 equity shares
acquired from the secondary market.

On 30th March 2026, the Nomination and Remuneration Committee
granted 1,42,352 stock options to the eligible employees of the
Company at an exercise price of ?790 per option under ESOP
2024. No stock options were exercised during the financial year.
The stock options granted under ESOP 2024 shall vest after
completion of one year from the respective date of grant and not
later than four years from the date of grant, or within such other
period as may be determined by the Nomination and Remuneration
Committee in accordance with the terms of the Scheme.

Kaveri Employee Stock Option Scheme, 2018 (ESOP 2018)

The Kaveri Employee Stock Option Scheme, 2018 ("ESOP 2018")
continues to be administered in accordance with the applicable
provisions of the Companies Act, 2013 and the SEBI SBEB &
SE Regulations.

Under ESOP 2018, the Nomination and Remuneration Committee
had granted an aggregate of 8,79,491 stock options. Out of the
said grant, 8,32,791 stock options were exercised by the eligible
employees. The balance 46,700 stock options lapsed on account
of resignation of employees and/or non-exercise of the options
within the stipulated exercise period.

The corresponding 46,700 equity shares, representing the un¬
appropriated inventory of shares held by the ESOP Trust against
the lapsed stock options, were subsequently disposed of by the
Trust through the secondary market. The sale proceeds were
utilised towards repayment of the outstanding loan availed by
the ESOP Trust for acquisition of shares, in accordance with
the provisions of the SEBI SBEB & SE Regulations and the
terms of ESOP 2018.

The Company confirms that both ESOP 2024 and ESOP 2018 are
in compliance with the applicable provisions of the Companies Act,
2013 and the SEBI SBEB & SE Regulations, as amended from
time to time, and that no material changes were made to either
Scheme during the financial year under review.

The disclosures required under Regulation 14 of the SEBI
SBEB & SE Regulations, together with the certificate issued
by the Secretarial Auditors certifying that the Schemes have
been implemented in accordance with the applicable SEBI
Regulations and the resolutions passed by the Members, are
available on the Company's website and will also be available for
electronic inspection by the Members during the ensuing Annual
General Meeting.

The disclosures pursuant to Regulation 14 of the SEBI SBEB & SE
Regulations 2021, may be accessed on the Company's website
at:https://www.kaveriseeds.in/wp-content/uploads/documents/
ESOP Disclosure.pdf

PARTICULARS OF EMPLOYEES, DIRECTORS AND
KEY MANAGERIAL PERSONNEL

The disclosures relating to remuneration of employees, as required
under the provisions of Section 197(12) of the Companies Act, 2013
("the Act") read with Rule 5(2) and Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014, as amended, form part of this Report.

Pursuant to the provisions of Section 136 of the Act, the Annual
Report is being circulated to the Members excluding the aforesaid
statement. The said statement is available for inspection by the
Members at the Registered Office of the Company during business
hours on all working days up to the date of the ensuing Annual
General Meeting. Any Member desirous of obtaining a copy of the
statement may submit a written request to the Company Secretary
at the Registered Office of the Company, and the same will be
provided free of cost.

The information required pursuant to Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, including the ratio of the

remuneration of each Director to the median remuneration of the
employees, the percentage increase in remuneration and other
prescribed particulars, is set out in Annexure - D, which forms an
integral part of this Report.

AFFIRMATION ON REMUNERATION POLICY

Pursuant to the provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, the Board of Directors has, on the recommendation of
the Nomination and Remuneration Committee, adopted a Policy
on Selection, Appointment and Remuneration of Directors, Key
Managerial Personnel and Senior Management Personnel.

The Policy lays down the guiding principles and criteria for the
selection, appointment, succession planning, performance
evaluation and remuneration of Directors, Key Managerial
Personnel and Senior Management Personnel. The Policy aims to
ensure that the Company attracts, retains and motivates competent
and experienced professionals and that the remuneration paid
is commensurate with individual performance, responsibilities,
industry practices and the long-term interests of the Company and
its stakeholders.

Your Directors hereby affirm that the remuneration paid to the
Directors, Key Managerial Personnel, Senior Management
Personnel and other employees during the financial year 2025-26
was in accordance with the Remuneration Policy of the Company.

INSURANCE

All properties and insurable interests of the Company have
been fully insured.

DIRECTORS AND OFFICERS INSURANCE (D&O)

In compliance with the requirements of Regulation 25(10) of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has in place a Directors and
Officers Liability Insurance (D&O Insurance) policy covering all
the Directors and Key Managerial Personnel of the Company. The
policy provides appropriate protection against liabilities that may
arise in the discharge of their duties and responsibilities.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Business
Responsibility and Sustainability Report (BRSR) of the Company
for the financial year ended March 31, 2026 forms an integral
part of this Annual Report and is also available on the Company's
website athttps://www.kaveriseeds.in/wp-content/uploads/
documents/BRSR202526.pdf.

The BRSR provides a comprehensive overview of the Company's
policies, practices, and performance across Environmental,

Social and Governance (ESG) parameters. The Report has
been prepared in accordance with the updated BRSR framework
prescribed by SEBI and includes disclosures on the applicable
Essential Indicators as well as Leadership Indicators, reflecting
the Company's commitment to sustainable, responsible and
transparent business practices and long-term value creation for
all stakeholders.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has
adopted a Dividend Distribution Policy, which sets out the guiding
principles and parameters to be considered by the Board while
recommending or declaring dividends.

The Dividend Distribution Policy is available on the Company's
website and can be accessed at the following web link:https://
www.kaveriseeds.in/wp-content/uploads/policies/Dividend-
Distribution-Policv.pdf

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There were no material changes or commitments affecting the
financial position of the Company that occurred between the end of
the financial year, i.e., March 31,2026, and the date of this Report.

Further, there has been no change in the nature of the business
of the Company during the year under review or up to the date
of this Report.

REVISION OF FINANCIAL STATEMENTS:

During the year under review, there was no revision of the financial
statements of the Company. Accordingly, the provisions of Section
131 of the Companies Act, 2013 relating to the revision of financial
statements were not applicable.

EVENTS SUBSEQUENT TO THE DATE OF THE
FINANCIAL STATEMENTS

There have been no material events or changes, including any
material commitments, affecting the financial position of the
Company, which have occurred between the end of the financial
year ended March 31,2026, and the date of this Report.

PARTICULARS OF LOANS, GURANTEES OR
INVESTMENTS

During the year under review, the Company has not provided any
loans or guarantees covered under the provisions of Section 186
of the Companies Act, 2013, except for investments made and
advances extended to its subsidiaries in the ordinary course of
business for business purposes.

The particulars of investments made under Section 186 of the
Companies Act, 2013, read with the Companies (Meetings of the
Board and its Powers) Rules, 2014, are disclosed in the Financial
Statements forming part of this Annual Report and should be read
in conjunction with this Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 of the Companies Act,
2013 read with Rule 7 of the Companies (Meetings of Board and
its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
the Company has established a Vigil Mechanism / Whistle Blower
Policy to provide a formal mechanism for Directors, employees
and other stakeholders to report genuine concerns regarding
unethical behaviour, actual or suspected fraud, violations of the
Company's Code of Conduct, or any other misconduct.

The Vigil Mechanism provides adequate safeguards against
victimisation of whistle blowers and ensures that all protected
disclosures are dealt with in a fair, transparent and confidential
manner. The Policy also provides direct access to the Chairperson
of the Audit Committee in appropriate and exceptional cases.

During the year under review, no person was denied access to
the Chairperson of the Audit Committee, and the Company affirms
that the Vigil Mechanism operated effectively throughout the year.

The Vigil Mechanism / Whistle Blower Policy is available on the
Company's website at:https://kaveriseeds.in/wp-content/uploads/
policies/WHISTLE-BLOWER-POLICY.pdf

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE COURTS/REGULATORS OR TRIBUNALS

During the financial year under review, no significant or material
orders were passed by any regulatory authority, court, or tribunal
that could have an impact on the going concern status of the
Company or materially affect its future operations.

Further, no application was made, nor were any proceedings
pending against the Company under the Insolvency and Bankruptcy
Code, 2016, as amended, during the financial year under review.

LISTING ON STOCK EXCHANGES

The equity shares of the Company are listed on the National Stock
Exchange of India Limited (NSE) and BSE Limited (BSE). The
annual listing fees for the financial year 2025-26 have been duly
paid to both the Stock Exchanges.

The Company has not issued any equity shares with differential
rights as to dividend, voting, or otherwise.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS
TO THE INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

Pursuant to the provisions of Sections 124 and 125 of the
Companies Act, 2013 read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016, as amended ("IEPF Rules"), the unpaid or
unclaimed dividend amounts pertaining to the financial year(s),
which remained unclaimed for a period of seven consecutive
years, were transferred by the Company during the financial year
2025-26 to the Investor Education and Protection Fund (IEPF)
established by the Central Government.

In accordance with the IEPF Rules, the corresponding equity
shares in respect of which dividends remained unpaid or unclaimed
for seven consecutive years were also transferred to the demat
account of the IEPF Authority during the financial year 2025-26.

Before effecting the transfer, the Company duly complied with the
applicable provisions of the Companies Act, 2013 and the IEPF
Rules by issuing individual notices to the concerned shareholders
and publishing the requisite notices in newspapers, advising them
to claim their unpaid or unclaimed dividends within the prescribed
timeline to avoid transfer of the corresponding shares to the IEPF.

INDUSTRIAL SAFETY, HEALTH AND ENVIRONMENT

The Company is committed to maintaining the highest standards
of industrial safety, occupational health, and environmental
protection across all its operations. It conducts its business in a
responsible and sustainable manner, ensuring the safety and well¬
being of employees, contractors, visitors, and other stakeholders
while complying with all applicable statutory and regulatory
requirements relating to health, safety, and the environment.

The Company continues to accord the highest priority to the safety
of its personnel, plant, machinery, and equipment. Robust safety
systems, operating procedures, and preventive maintenance
practices are in place to minimize operational risks and prevent
accidents. Regular safety audits, inspections, risk assessments,
emergency preparedness drills, and employee awareness
programmes are conducted to strengthen the safety culture and
promote safe work practices across all locations.

The Company also remains committed to environmental
sustainability by adopting measures for the efficient utilization of
natural resources, conservation of energy and water, responsible
waste management, pollution prevention, and compliance with
applicable environmental laws and regulations. Continuous efforts
are made to improve environmental performance and promote
sustainable business practices.

During the year under review, there were no major industrial
accidents or significant environmental incidents affecting the
operations of the Company.

SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

Your Company is committed to fostering a safe, respectful, inclusive
and equitable workplace for all employees. In accordance with the
provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act")

and the Rules made thereunder, the Company has in place a
Policy on Prevention of Sexual Harassment at Workplace and
has constituted an Internal Committee (IC) to address complaints
relating to sexual harassment.

The Policy provides a robust framework for prevention, prohibition
and redressal of sexual harassment at the workplace and ensures
a fair, confidential and timely grievance redressal mechanism. The
Company continues to conduct regular awareness programmes
and sensitization sessions to reinforce employees' understanding
of the provisions of the POSH Act and to promote a culture of
dignity, mutual respect and equal opportunity.

The details of complaints received and disposed of during the financial year 2025-26 are provided below:

The Company confirms that no complaint of sexual harassment
was received during the financial year under review. Accordingly,
no case was pending as on March 31, 2026.

The Policy on Prevention of Sexual Harassment at Workplace is
available on the website of the Company.https://www.kaveriseeds.
in/images/pdf/images/sexual-harrasment-policy.pdf

COMPLIANCE WITH THE MATERNITY BENEFIT
(AMENDMENT) ACT, 2017

The Company is committed to ensuring compliance with the
provisions of the Maternity Benefit Act, 1961, as amended by
the Maternity Benefit (Amendment) Act, 2017. Eligible women
employees are provided maternity benefits and leave in
accordance with the statutory requirements.

The Company has also implemented policies relating to post¬
maternity support and surrogacy leave and has made provisions
for crbche facilities, wherever applicable, in compliance with the
applicable laws. The Company continues to foster an inclusive and
supportive work environment that promotes diversity, employee
well-being, and a healthy work-life balance.

COMPLIANCE WITH SECRETARIAL STANDARDS
ON BOARD AND GENERAL MEETINGS

The Company has complied with all the applicable provisions
of the Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI) and approved by the Central
Government under Section 118(10) of the Companies Act, 2013.
During the financial year under review, the Company has adhered

to the applicable Secretarial Standards relating to Meetings of the
Board of Directors (SS-1) and General Meetings (SS-2).

CODE OF CONDUCT

The Board of Directors has adopted a Code of Business Conduct
and Ethics ("Code of Conduct") applicable to all Directors,
Key Managerial Personnel, Senior Management Personnel
and Employees of Kaveri Seed Company Limited and its
subsidiaries. The Board oversees the effective implementation
and administration of the Code across the organization.

The Code of Conduct reflects the Company's commitment
to conducting its business with integrity, honesty, fairness,
transparency and in compliance with all applicable laws, rules and
regulations. It provides a framework for ethical decision-making
and guides all Directors, Key Managerial Personnel, Senior
Management Personnel and Employees in the discharge of their
duties and responsibilities while maintaining the highest standards
of professional and ethical conduct.

The Code also reinforces the Company's commitment to fostering
a respectful, inclusive and responsible work environment and
promoting fair dealings with customers, suppliers, shareholders,
business associates, regulatory authorities and the communities
in which the Company operates.

The Code of Conduct is available on the Company's website. All
Board Members and Senior Management Personnel have affirmed
compliance with the Code of Conduct for the financial year ended
March 31, 2026, in accordance with Regulation 26(3) read with
Schedule V of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015. A declaration to this effect,
signed by the Managing Director, forms part of the Corporate
Governance Report.

CODE OF CONDUCT FOR THE PREVENTION OF
INSIDER TRADING

Pursuant to the provisions of the SEBI (Prohibition of Insider
Trading) Regulations, 2015, as amended, the Board of Directors
has adopted and implemented a Code of Conduct for the Prevention
of Insider Trading and a Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information (UPSI).

The Code lays down the framework for regulating, monitoring
and reporting trading in the Company's securities by Designated
Persons and other connected persons. It prescribes the procedures
to be followed and disclosures to be made while dealing in the
securities of the Company and provides for appropriate disciplinary
action in case of any violation. The Code is designed to preserve
the confidentiality of Unpublished Price Sensitive Information,
prevent misuse of such information, and ensure compliance with
the applicable provisions of the SEBI (Prohibition of Insider Trading)
Regulations, 2015 and other applicable laws. The Company is
committed to maintaining the highest standards of transparency,
integrity and ethical conduct in all dealings relating to its securities.

INITIATIVES FOR STAKEHOLDER RELATIONSHIP

The Company remains committed to maintaining transparent,
timely and effective communication with its stakeholders,
particularly shareholders, investors and analysts. Through its
Investor Relations ("IR") programme, the Company engages with
the investment community through periodic earnings calls, investor
meetings and other appropriate forums to provide updates on its
business performance, strategic initiatives and future outlook.

The Company ensures that all material information and statutory
disclosures are promptly disseminated to the Stock Exchanges
in accordance with the applicable provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and
are simultaneously made available on the Company's website under
the Investor Relations section. The Company continues to adopt
best practices in investor relations and corporate governance with a
view to enhancing transparency, fostering investor confidence and
building long-term relationships with all stakeholders.

HUMAN RESOURCE MANAGEMENT

At Kaveri Seed Company Limited, our people are our most valuable
asset and the cornerstone of our sustained growth and success.
The Company is committed to building a high-performance,
values-driven organization by fostering a culture of collaboration,
innovation, learning, and accountability. Our employees
contribute significantly across research and development, product
development, production, supply chain, quality assurance,
marketing, sales, and support functions, enabling the Company to
consistently deliver value to its stakeholders.

The Company continues to strengthen its human capital by
attracting, developing, and retaining talented professionals with
the right competencies, while providing an inclusive and engaging
work environment that encourages innovation, professional
growth, and high performance. Human Resource practices are
closely aligned with the Company's strategic business objectives,
ensuring that employees remain motivated, empowered, and
equipped to meet evolving business requirements.

As on March 31, 2026, the Company had a workforce of 1452
employees, whose dedication, expertise, and commitment
continue to drive the Company's operational excellence and
long-term growth.

Talent Development and Learning

The Company firmly believes that continuous learning is essential
for building organizational capability and maintaining competitive
advantage. A structured learning and development framework is
in place to enhance employees' technical, functional, behavioural,
managerial, and leadership competencies.

Every new employee undergoes a comprehensive induction
programme designed to familiarize them with the Company's
values, organizational culture, business operations, Code of
Conduct, Human Resource policies, safety standards, and
compliance requirements. The induction process is periodically
reviewed and enhanced based on employee feedback and
evolving organizational needs.

Employees participate in role-based functional training
programmes that strengthen domain expertise and improve
operational effectiveness. In addition, safety and compliance
training programmes are conducted regularly to reinforce the
Company's commitment to maintaining a safe, healthy, and
compliant workplace.

The Company also promotes continuous on-the-job learning
through structured mentoring, knowledge-sharing initiatives, and
customized development programmes tailored to individual roles
and career aspirations.

Recognizing the importance of innovation in the seed industry,
the Company actively encourages its scientists and research
professionals to participate in national conferences, workshops,
and technical forums. These programmes facilitate exposure to
industry developments and global best practices.

To further enrich technical expertise, the Company regularly
engages eminent scientists, senior consultants, and industry
experts in the fields of Genetics & Plant Breeding, Biotechnology,
Agronomy, Seed Technology, Plant Pathology, Entomology, and
related disciplines to conduct knowledge-sharing sessions. These
initiatives foster scientific excellence, encourage innovation, and
support the development of superior hybrid and varietal products
capable of addressing the evolving needs of Indian agriculture and
improving farmers' productivity and income.

Performance Recognition

The Company believes that recognizing employee contributions is
fundamental to building a culture of excellence. To acknowledge
and encourage outstanding performance, the Company confers
the "Utkrishta Puraskar" every quarter across various departments.
The programme recognizes exceptional individual contributions,
reinforces merit-based performance, and motivates employees to
consistently achieve organizational objectives while upholding the
Company's core values.

Employee Stock Option Plan

The Company recognizes that employee ownership strengthens
long-term commitment and aligns employees' interests with those
of shareholders. Accordingly, the Company has implemented
Employee Stock Option Plans (ESOPs) to attract, retain, motivate,
and reward high-performing employees while fostering an
ownership-oriented culture.

The Company's Employee Stock Option Plans are administered
by the Nomination and Remuneration Committee of the Board in
accordance with the applicable provisions of the Companies Act,
2013 and the SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021. The ESOP framework serves as an
important component of the Company's long-term talent retention
and employee engagement strategy.

The Company remains committed to nurturing a diverse,
inclusive, and performance-driven workplace where employees
are empowered to realize their full potential while contributing
meaningfully to the Company's sustainable growth and long-term
value creation.

GREEN INITIATIVE

In line with the Green Initiative introduced by the Ministry of
Corporate Affairs (MCA), the Company continues to support
paperless compliance by electronically disseminating Annual
Reports and other statutory communications to Members whose
email addresses are registered with their respective Depository
Participants or the Company's Registrar and Share Transfer
Agent, as applicable.

The electronic mode of communication promotes timely
dissemination of information, enhances operational efficiency,
reduces paper consumption, and contributes to environmental
sustainability.

The Annual Report and other statutory communications are also
available on the Company's website athttps://www.kaveriseeds.
in/investors/financial-information/#tab-annual-reports. In addition,
these documents are accessible on the websites of the Stock
Exchanges, namely BSE Limited and National Stock Exchange
of India Limited.

INDUSTRIAL RELATIONS

Industrial relations across all the Company's operations remained
cordial and harmonious throughout the financial year under review.
The Company continued to foster a positive work environment
built on mutual trust, respect, transparency, and collaboration,
enabling uninterrupted business operations and enhanced
employee engagement.

Your Directors place on record their sincere appreciation for the
dedication, commitment, and valuable contributions made by
all employees at every level. The Company firmly believes that
its employees are its most valuable asset, and their continued
support, teamwork, and professionalism will remain instrumental
in achieving the Company's strategic objectives and sustaining
long-term growth.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation
for the commitment, dedication and exemplary efforts of the
employees at all levels, whose continued support and hard work
have significantly contributed to the Company's performance
during the year.

The Board expresses its heartfelt gratitude to the Company's
distributors, dealers, customers and the farming community for
their continued trust, confidence and patronage. Their enduring
association remains a key pillar of the Company's success.

Your Directors also acknowledge with gratitude the valuable
support and co-operation extended by the Company's bankers,
financial institutions, government and regulatory authorities,
business associates, suppliers and other stakeholders. The
Board is deeply thankful to the shareholders for their continued
confidence in the Company and looks forward to their sustained
support as the Company continues its journey of sustainable
growth and long-term value creation.

By Order of the Board of Directors
For KAVERI SEED COMPANY LIMITED

Sd/- Sd/-

Date: 13.08.2026 G.V.BHASKAR RAO G.VANAJA DEVI

Place: Secunderabad Managing Director Whole time Director