Dear Members

Your directors? have pleasure in presenting the 23^rd Annual Report and Audited Financial Statements of Advance Agrolife Limited for the year ended March 31, 2025.

1. FINANCIAL RESULTS

The Company?s financial performance for the financial year ended March 31, 2025, is summarized below:

The Company has not transferred any amount from profit and loss to general reserve during FY 2024-25.

2. RESULT OF OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY

During the year under review, the Company?s strong growth momentum continued and the Revenue from Operations for the financial year 2024-25 recorded at 5028.76 million, marking a 9.98% increase over the previous financial year.

During the year under review, company has converted from "Private Limited "to "Limited" and its name has been changes from "ADVANCE AGROLIFE PRIVATE LIMITED" to "ADVANCE AGROLIFE LIMITED" pursuant to the fresh Certificate of Incorporation issued by ROC dated December 04, 2024.

Furthermore, the Company intends to list its equity shares on one or more stock exchanges. For this purpose, the Company proposes to undertake an initial public offering of Equity Shares, the Company has restated its financial statements in accordance with applicable requirements. These restated financials were duly adopted at the Board meeting held on March 21, 2025, for the purpose of inclusion in the Draft Red Herring Prospectus (DRHP), which was subsequently filed with the Main Board.

The Company intends to undertake the Offer and list the Equity Shares at an opportune time, in consultation with the book running lead managers and other

advisors, subject to applicable regulatory approvals. For the same company has submitted DRHP with the concerned authority.

The Profit before tax is Rs. 354. 20 million for the financial year under review as against 332.90 million for the previous financial year. The profit after tax is 261.43 million for the financial year under review as against 247.32 million for the previous financial year, registering an increase of 5.71%.

3. CHANGE IN THE NATURE OF BUSINESS:

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

4. DIVIDEND

The Directors does not recommend any Dividend for the financial year 2024-25 and have decided to retain the profits for further expansion of business.

5. DETAILS OF SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the year under review, there are no subsidiaries, associate companies and joint venture companies as on the date of the closure of the financial year. Accordingly, the requirement to report on the performance and financial position of such entities is not applicable.

6. SHARE CAPITAL

During the year under review, there have been significant developments subsequent to the last reporting period. The Share capital of the Company has been increased he details of which are described below:-

Disclosure of Changes in Share Capital during the year:-

The Company has complied with all applicable provisions of the Companies Act, 2013 and rules made thereunder in respect of the above changes in share capital.

7. COMPANY POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

During the year under review, pursuant to provisions under section 134(3)(e), NRC has formulated a policy on Directors? appointment and remuneration including recommendation of remuneration of the key managerial personnel and senior management personnel, and the criteria for determining qualifications, positive attributes, and independence of a Director.

Nomination and Remuneration Policy is also disclosed on the Company?s website at https://advanceagrolife.com/assets/ web/investors/policies/Nomination%20and%20Remuneration%20Policy.pdf.

a) Board of Directors

The Company recognizes and embraces the importance of a diverse Board in its success. The members of the Board are eminent persons of proven competence and integrity. Besides experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation. Further, they assist the Board to discharge their functions from time to time.

The composition of the Board is in conformity with Section 149 of the Companies Act, 2013. Further, as of March 31, 2025, the Board comprises six Directors:

b.) Changes in our Board during the year under review:-

During the financial year under review, there were changes in the Board of directors of our Company as set forth below.

c.) Changes in Key Managerial Personnel and Senior Management Personnel

During the year under review, there are changes in our Key Managerial Personnel as set forth below.

d.) DIRECTOR LIABLE TO RETIRE BY ROTATION:

Pursuant to the provisions of the Section 152 of the Companies Act, 2013 read with the Articles of Association of the Company, the directors were identified for liable to retire by rotation by passing the resolution in the meeting of board members dated February 20^th, 2025.

Mr. Om Prakash Choudhary, Chairman and Managing Director of the Company who is serving as a director in a Company since November 29, 2005 being liable to retire by rotation at the forthcoming 23^rd Annual General Meeting (AGM) and being eligible, have offered themselves for their re-appointment. Their re-appointment is being placed for seeking your approval at the AG M.

a) Board Meeting

The Board of Directors duly met 21 times during the year under review on the dates mentioned in below table and the necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

b.) Members Meeting:

Composition, Meetings & Attendance: -

During the year 2024-25, one meeting of Independent directors was held on 31.03.2025.

10. Committees of the Board of directors

During the year under review, the Company had following committees: -

• Audit Committee

• Nomination & Remuneration committee

• Stakeholder Relationship Committee

• Corporate Social Responsibility Committee

The details of all the committees of the Board along with their composition and meetings held during the year are provided as under:

AUDIT COMMITTEE: -

The audit Committee of the Company was duly constituted as per the applicable provisions of the Companies Act and SEBI (LODR) Regulations, 2015 on March 21, 2025. It comprises of 3 members, the majority of them being an Independent director of the Company.

Composition, Meetings & Attendance: -

During the year under review, two meeting of audit committee was held on dated 23.03.2025 and 31.03.2025.

NOMINATION AND REMUNERATION COMMITTEE: -

The NRC Committee of the Company was duly constituted as per the applicable provisions of the Companies Act and SEBI (LODR) Regulations, 2015 as on March 21, 2025. It comprises of 3 members.

Composition, Meetings & Attendance: -

During the year under review, one meeting of Nomination and Remuneration Committee was held on dated 31.03.2025.

STAKEHOLDER RELATIONSHIP COMMITTEE: -

The SRC Committee of the Company was duly constituted as per the applicable provisions of the Companies Act and SEBI (LODR) Regulations, 2015 as on March 21, 2025. It comprises of 3 members. In addition, a meeting of the Committee was held during the financial year 2024-25.

Composition, Meetings & Attendance: -

During the year under review, one meeting of Stakeholder relationship Committee was held on dated 31.03.2025.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE: -

The CSR Committee of the Company was constituted on dated 27.06.2020 and has been re-constituted as per the applicable provisions of the Companies Act as on March 21, 2025. It comprises of 3 members. In addition, a meeting of the Committee was held during the financial year 2024-25.

Composition, Meetings & Attendance: -

During the year under review, four meeting of Corporate Social responsibility Committee was held on dated 07.05.2024, 14.08.2024, 05.10.2024 and 13.01.2025.

11. DEPOSITS

During the year under review, the Company has neither accepted nor renewed any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Rules framed there under and hence no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

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

A. Statutory Auditors

At the 22^nd AGM of the Company held on 30^th September, 2024 pursuant to the provisions of the Act and the Rules made thereunder, M/s S.K Patodia & Associates LLP, Chartered Accountants (Firm Registration No. 112723W), who have furnished their consent to act as Statutory Auditors of the Company along with a certificate confirming their eligibility under Section 141 of the Companies Act, 2013, be appointed as the Statutory Auditors of the Company for a term of five consecutive years i.e. till the conclusion of the Annual General Meeting to be held in the year 2029.

The Auditors? Report for financial year 2024-25, does not contain any qualification, reservation or adverse remark. The Report is enclosed with the financial statements in this Annual Report. The information referred to in the Auditors? Report is self-explanatory and does not call for any further comments.

B. Cost Auditors

The provisions of 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, 2025.

The Board, on the recommendation of the Audit Committee, at its meeting held on 21^st July, 2025, 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 2025-26

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

A proposal for ratification of remuneration of the Cost Auditor for the FY 2025-26 isplaced before the Shareholders for approval in the ensuing AGM.

The Report of the Cost Auditors for the financial year ended March 31, 2025 is under finalization and shall be filed with the Ministry of Corporate Affairs within the prescribed period.

C. Internal Auditor

The Board had appointed M/s R. K. Shrimal & co., Chartered Accountants, having Firm Registration No. 005178C, Jaipur be the Internal Auditor of the Company for the financial year 2024-25 in its duly convened Board meeting dated May 07^th, 2024 to conduct the internal audit of the functions and activities of the Company. The reports of the Internal Auditors are reviewed by the Board from time to time. The suggestions of the Internal

Auditors are reviewed and necessary corrective/ preventive actions are taken in consultation with the Board of Directors.

The Board of Directors at its meeting held on July 21, 2025 on the recommendation of the Audit Committee has, after considering and evaluating various proposals and factors such as independence, industry experience, technical skills, geographical presence, audit team, audit quality reports, etc., has approved the appointment of M/s. PSAG & Associates, Practicing Chartered Accounts, to hold office for a period the financial year 2025-26 on such remuneration as may be mutually agreed between the Board of Directors and the Internal Auditor.

D. Secretarial Audit

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed M/s Sonali Rawat & Associates, Company Secretaries, Jaipur, as the Secretarial Auditor of the Company for the financial year 2024-25.There has been no qualification, reservation or adverse remark in their Report as part of this report being annexed as "Annexure-D".

The Board of Directors at its meeting held on July 21, 2025 on the recommendation of the Audit Committee has, after considering and evaluating proposals has approved the appointment of M/s. MSV & Associates, Practicing Company Secretaries, to hold office for a period the for a period of five (5) years commencing from financial year 2025-26 till the financial year 2029-30, on such remuneration as may be mutually agreed between the Board of Directors and the Secretarial Auditor.

Accordingly, an Ordinary Resolution proposing the appointment of M/s. MSV & Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company for a term of five (5) consecutive years is set out in the Notice of the 23^rd AGM forming part of this Annual Report. The Company has received their written consent along with the eligibility certificate confirming that they satisfy the criteria and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR 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.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not given any loan or provide guarantee or make investments. However, the details of loans, guarantees, and investments, if any, as required by the provisions of Section 186 of the Companies Act, 2013 and the rules made there under are set out in the Notes to the Financial Statements of the Company.

16. DISCLOSURE IN REFERENCE OF SUB RULE 1 CLAUSE (C) SUB CLAUSE (VII) OF RULE 2 OF COMPANIES (ACCEPTANCE OF DEPOSITS) RULES 2014

During the year under review, the company has not accepted any unsecured loan from its directors and relatives of directors which was not covered under the definition of deposits.

17. APPOINTMENT OF INDEPENDENT DIRECTORS IN THE BOARD AND DECLARATION UNDER SECTION 149(6)

During the year under review, provisions with respect to the appointment of independent directors in terms of section 149 of the Companies Act, 2013 and Companies (Appointment and Qualification of Directors) Rules, 2014 was duly applicable.

The Company has also received necessary declaration from the independent director under Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors? Databank maintained with the Indian Institute of Corporate Affairs ('IICA?) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended.

18. DISCLOSURE OF MANAGERIAL REMUNERATION & PARTICULAR OF EMPLOYEES

During the year under review, remuneration being paid to Managing director and executive directors are within the limits as laid down under applicable provisions of the Companies Act, 2013.

There were no employees employed by the company falling within Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 hence, relevant disclosures are not required.

19. DIRECTOR'S RESPONSIBILITY STATEMENT

In pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors to the best of its knowledge and ability, confirms that:

a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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 were operating effectively;

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. ANNUAL RETURN

As per the provisions of Section 134 (3)(A) read with 92(3) of the Companies Act, 2013, the Annual Return of the Company for the FY 2024-25 is available on the Company?s website at the link: https://advanceagrolife. com/web/annual return

21. VIGIL MECHANISM

The Company has a Whistle-blower Policy in place and aligns with the requirements of vigil mechanism under the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Policy provides for adequate safeguards against victimization of persons who

complain under the mechanism and provides for direct access to the Chairperson of the Audit Committee.

The Audit Committee of the Company oversees the functioning of the Vigil Mechanism framework. The Whistle Blower Policy is available on the Company?s website Vigil Mechanism Whistle Blower Policy for Directors and Employees.docx

22. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013

During the period under review, pursuant to the provisions of Section 134 (3)(ca) of the Companies Act, 2013, auditors of the Company in the course of the performance of his duties as auditor has not reported any instances of fraud committed in the Company by its Officers or employees.

23. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK, OR DISCLAIMER MADE BY THE AUDITOR IN HIS REPORT

The Audit Report signed by the Auditor is neither qualified nor the report contains any Reservations nor Adverse Remarks which would affect the position of the company in any manner hence the Board is of the opinion that there are no explanations or comments or any material disclosures to be recorded in respect of the Report.

24. ANNUAL BOARD EVALUATION

The Nomination and Remuneration Committee and the Board have laid down the manner in which formal annual evaluation of the performance of the Board, Committees, Individual Directors and the Chairman & Managing Director has to be made. All Directors discussed their views about the performance of the Board, its Committees, Individual Directors and the Chairman & Managing Director. The Company has also adopted a Policy placed on its website Policy on Evaluation of Board and Independent Directors.docx

The Board performance evaluation inputs, including areas of improvement for the Directors, Board processes and related issues for enhanced Board effectiveness were discussed in the meetings of the Independent Directors, Nomination and Remuneration Committee and the Board of Directors held in March, 2025.

25. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION ANDREDRESSAL) ACT, 2013

The Company believes that the women employees should have the opportunity to work in an environment free from any conduct which can be considered as a Sexual Harassment. The Company is committed to treating every employee with dignity and respect, fosters to create a workplace which is safe and free from any act of Sexual Harassment.

The Company has a policy on 'Protection of Women?s Rights at Workplace? as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules thereunder ('POSH Act & Rules?). The Policy is applicable to all ADVANCE establishments located in India.

The Policy is uploaded on the Company?s website at https://advanceagrolife.com/assets/web/

investors/policies/Adopted%20in%20BM%20on%20 Prevention%20of%20Sexual%20Harrasment%20 at%20Workplace.pdf.

26. CORPORATE SOCIAL RESPONSIBILITY

The CSR policy has been formulated by the Corporate Social Responsibility Committee and approved by the Board and updated time to time. The same may be accessed on the Company?s website at the link: https:// advanceagrolife.com/assets/web/investors/policies/ Corporate%20Social%20Responsibilitv%20Policv.pdf

As per provisions of section 135 of The Companies Act 2013, the company was required to spend Rs. 4.43 million on CSR Activities during the year, being 2% of net profits calculated as per provisions of the Act., the management of the company has spent Rs. 4.43 million/- during the year.

CSR initiatives taken by the Company on CSR activities during the financial year is available on the Company?s website at https://advanceagrolife.com/web/csr

The disclosures required to be given under Section 135 of the Companies Act, 2013 read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules,2014 are given in "Annexure - B" forming part of this Board Report.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company gives highest importance to the governance, in line with the same and to provide governance over transactions, the Company has a defined Related Party Transactions Policy and guidelines and the Audit Committee of the Board periodically reviews and monitors the Related Party Transactions. All related party transactions entered into during FY 2024-25 were in the ordinary course of business and at arm?s length.

The updated Related Party Transactions Policy has been hosted on the Company?s website at https:// advanceagrolife.com/assets/web/investors/policies/ Policv%20on%20Related%20Partv%20Transactions. pdf

The contracts and arrangements entered by company with the related party during the year under review which were on arm?s length price, and which were material in nature, are disclosed in Form AOC-2 annexed as "Annexure-C" herewith. Also, other related party transactions are disclosed in Note No. 43 of notes to the financial statements for the period ended March 31, 2025.

The Board recommends the material related party transactions for approval of members by means of ordinary resolutions.

28. 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. These are discussed at the meetings of the Board of Directors of the Company. 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.

29. ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Company has designed and implemented a process driven framework for Internal Financial Controls ("IFC") within the meaning of the explanation to Section 134(5)

(e) of the Companies Act, 2013. For the year ended March 31, 2025, the Board is of the view that the Company has sound IFC commensurate with the nature and size of its business operations and operating effectively and there is no material weakness. To ensure effective Internal

Financial Controls the Company has laid down the following measures:

A. The internal financial control systems are commensurate with the size and nature of its operations;

B. All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any, is seriously taken by the management and corrective actions are taken immediately. Any amendment is regularly updated by internal as well as external agencies in the system;

C. Approval of all transactions is ensured through a preapproved Delegation of Authority Schedule which is reviewed periodically by the management;

D. The Company follows a robust internal compliance process. Compliances reviews are conducted regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets. Fixed Asset verification of assets is done on an annual basis. The compliance reports for the above submitted to Board of Directors for review and necessary action.

30. 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.

31. COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961

As per Rule 8 (5)(xiii) of the Companies (Accounts) Rules, 2014, the Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, including the provisions relating to maternity leave, nursing breaks, and other prescribed benefits, for all eligible women employees. The Company is committed to ensuring a safe, inclusive, and supportive work environment for women employees, and continues to follow all statutory obligations in this regard.

32. SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings, namely SS-I & II.

33. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961

The Company confirms that it has followed the Maternity Benefit Act, 1961. All eligible women employees received

the required benefits, including paid leave, continued salary and service, and post-maternity support like nursing breaks and flexible work options.

34. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared since last seven years, the provisions of Section 125 of the Companies Act, 2013 in respect of transfer of funds to the Investor Education and Protection Fund do not apply.

35. 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. The requirement to disclose the details ofdifference 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;

6. The Company designate Ms. Nisha Gupta, Company secretary of the Company for providing information to Registrar with respect to beneficial interest in shares pursuant to Rule 9(4) and (7) of the Companies (Management and Administration) Rules,2014.

36. ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the assistance and cooperation received from the financial institutions, Government Authorities, customers, vendors and members during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services of the Company?s executives, staff and workers.