The Directors have pleasure to present their 38th Annual Report on its business and operations together with the Audited Financial
Statements along with the report of the Auditors for the financial year ended 31st March 2025.

FINANCIAL PERFORMANCE REVIEW

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

PERFORMANCE REVIEW

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

(In H Lakhs)

REVIEW OF OPERATIONS:

Standalone & Consolidated:

During the year your Company’s business has improved in all
parameters including revenues, operating income, profit before
tax, profit after tax and earnings per share. The Company has
achieved revenue of Rs.1,12,156.69 Lakhs and net profit of
Rs.26,520.71 Lakhs on Standalone basis. During the same
period, the Consolidated Revenue was Rs.1,20,497.04 Lakhs and
net profit after non-controlling interests was Rs.28,132.69 Lakhs.

Your Company is working towards accelerated growth, both in
revenues as well as its earnings. Sustainable medium and long¬
term goals are being pursed. Our customer focus will always be
matched by our efforts to meet the stakeholder interest.

Your Company will always endeavor to leverage its product,
technological and people strength to enhance share owner value.
This sustainable growth model is being further strengthened with
new initiative that will add to the Company’s fundamentals.

CHANGE OF REGISTERED OFFICE OF THE
COMPANY:

During the year under review, the Company shifted its registered
office from 513-B, 5th Floor, Minerva Complex, Sarojini Devi Road,
Secunderabad-500 003, Telangana, India to H.No. 1-7-36 to 42,
Sardar Patel Road, Secunderabad-500 003, Telangana, India,
with effect from 12th February 2025. The change was made in
compliance with the provisions of the Companies Act, 2013, and
the necessary filings have been duly made with the Registrar of
Companies (ROC).

This relocation was undertaken as part of a strategic initiative
to move owned premises of the Company, with the objective
of enhancing operational efficiency. The registered office was
shifted within the local limits of the same city, and accordingly,
approval of the Board of Directors was obtained, as required under
applicable laws.

BUSINESS UPDATE AND STATE OF COMPANY’S
AFFAIRS:

The information on Company’s affairs and related aspects is
provided under Management Discussion and Analysis report,
which has been prepared, inter-alia, in compliance with Regulation
34 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and forms part of this Report.

DIVIDEND:

The Board of Directors, at their meeting held on 13th November
2024, declared an Interim Dividend @ 250% on the paid-up Equity
Share Capital (i.e., Rs.5/- per equity share of the face value of
Rs.2/- per share) for the financial year 31st March 2025, which
was paid to the shareholders on 2nd December 2024.

Pursuant to Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board
has approved and adopted the Dividend Distribution Policy and
the same is available on the Company's website viz. https://
www.kaveriseeds.in/wp-content/uploads/2023/08/Dividend-
Distribution-Policy.pdf

TRANSFER OF AMOUNT TO RESERVES

The Company has transferred Rs.10.00 Crores to the general
reserve for the financial year ended 31st March 2025 under the
provisions of Companies Act, 2013 and Rules there under.

SHARE CAPITAL

The paid up Equity Share Capital of the Company as on 31st
March 2025 was Rs.1028.78 Lakhs (5,14,39,071 Equity Shares
of Rs.2/- each).

STATUTORY AUDITORS & AUDITORS’ REPORT

The Statutory Auditors report is annexed to this annual report.
There are no adverse remarks on disclosure by the statutory
auditors in their report. They have not reported any incident
of fraud to the Audit Committee of the Company during the
year under review.

Pursuant to Section 139(2) of the Companies Act, 2013, read with
Companies (Audit and Auditors) Rules, 2014, the Company at
its 35th Annual General Meeting (AGM) held on 29th September
2022, had re-appointed M/s. M. Bhaskar Rao & Co., Chartered

Accountants as Statutory Auditors to hold office from the
conclusion of 35th AGM until the conclusion of 40th AGM of the
Company, subject to ratification by shareholders every year, as
may be applicable. However, the Ministry of Corporate Affairs
(MCA) vide its notification dated 7th May 2018 has omitted the
requirement under first proviso to section 139 of the Companies
Act, 2013 and rule 3(7) of the Companies (Audit and Auditors)
Rules, 2014, regarding ratification of appointment of statutory
auditors by shareholders at every subsequent AGM.

Consequently, M/s. M. Bhaskar Rao & Co., Chartered
Accountants, continues to be the Statutory Auditors of the
Company till the conclusion of 40th AGM, as approved by the
shareholders at 35th AGM.

INTERNAL AUDITORS

The Board of Directors of the Company has re-appointed M/s. M.
Anandam & Co., Chartered Accountants as Internal Auditors to
conduct Internal Audit of the Company for the financial year ended
31st March 2025. The Internal Audit reports are being reviewed on
quarterly basis by the Audit Committee of the Company.

COST AUDITORS

Pursuant to the provisions of Section 148 (1) of the Act read
with the Companies (Cost Records and Audit) Rules, 2014, your
Company is not required to maintain cost records and accordingly
no such audit is required to be conducted.

SUBSIDIARY COMPANIES

The Company has 4 Indian subsidiaries and 1 foreign subsidiary
as of March 31, 2025. There was no material change in the
nature of the business carried on by the subsidiaries. As per
the provisions of Section 129 of the Companies Act, 2013 read
with Companies (Accounts) Rules, 2014, a separate statement
containing the salient features of the financial statements of the
subsidiary Companies is prepared in Form AOC-1 and is attached
to the Financial Statements of the Company.

In accordance with the provisions of Section 136 of the Companies
Act, 2013, the consolidated financial statements along with relevant
documents and separate audited financial statements in respect
of subsidiaries are available on the website of the Company
https://www.kaveriseeds.in/investors/subsidiaries-financials/
The Company will make available the Annual Accounts of the
subsidiary companies and the related information to any member
of the Company who may be interested in obtaining the same.
The annual accounts of the subsidiary companies will also be kept
open for inspection by any member at the Registered Office of the
Company and that of the respective subsidiary companies.

During the Financial year, no Company has become or ceased to
be Company’s Subsidiary, Joint Venture or Associate Company.

Foreign Subsidiary

During the year there is no operations of Kaveri Seed Company
Bangladesh Private Limited is a wholly owned foreign subsidiary
of the Company in Bangladesh.

OUTLOOK AND FUTURE PLANS

“Management Discussion and Analysis” contains a section on the
Company’s outlook and future plans and members may please
refer the same on this.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH THE RELATED PARTIES

During the year under review, there are no material related party
transactions, with the Subsidiaries, Promoters, Directors or Key
Managerial Personnel falls under the scope of Section 188(1) of the
Companies Act 2013. The information on transactions for the year
under review were on arm’s length basis and in the ordinary course
of business with the related parties pursuant to Section 134(3)(h)
of the Act read with Rule 8(2) of the Companies (Accounts) Rules,
2014 are given in Form No. AOC-2 and the same forms part of this
report. The Company has developed a Related Party Transactions
framework through standard operation procedures for the purpose of
identification and monitoring of such transactions. The related party
transactions policy is available at https://www.kaveriseeds.in/wp-
content/uploads/2023/08/RELATED-PARTY-TRANSACTION.pdf

EXTRACT OF ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub Section (3)
of Section 92 of the Companies Act, 2013 read with Rule 12 of
the Companies (Management and Administration) Rules 2014
the Annual Return as at 31st March 2025 can be accessed at
Company’s website on https://www.kaveriseeds.in/wp-content/
uploads/2025/08/Annexure MGT-9.pdf

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT
REPORT

M/s. L.D.Reddy & Co., Practicing Company Secretaries
(C.P.No.3752) were appointed as the Secretarial Auditor of the
Company for a period of 5 consecutive years, commencing from FY
2025-26 to FY 2029-30, at the Board meeting held on 13th August
2025, based on the recommendation of the Audit Committee of
Directors, subject to the approval of the Members at the ensuing
AGM of the Company. They will undertake Secretarial Audit as
required and issue the necessary Secretarial Aaudit Report for the
aforesaid period in accordance with the provisions of Section 204
of the Act and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and amended Regulation
24A of the Listing Regulations. They have confirmed that their
appointment complies with the eligibility criteria in terms of Listing
Regulations. The resolution seeking Members’ approval for their
appointment forms part of the Notice.

The Secretarial Audit Report confirms that the Company has
complied with the provisions of the Act, Rules, Regulations and
Guidelines and that there were no deviations or non-compliances.
The Secretarial Audit Report of the Company for the financial year
ended 31st March 2025 is provided as Annexure- A to this Report.
The Secretarial Audit Report does not contain any qualifications,
reservations or adverse remarks or disclaimers.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year 2024¬
25 for all applicable compliances as per Securities and Exchange
Board of India Regulations and Circulars/ Guidelines issued
thereunder. The Annual Secretarial Compliance Report issued
by Mr. L. Dhanamjay Reddy, Practicing Company Secretary,
Hyderabad has been submitted to the Stock Exchanges within the
specified time and same is formed part of a Corporate Governance.

BOARD’S RESPONSE ON AUDITOR’S
QUALIFICATION, RESERVATION OR ADVERSE
REMARKS OR DISCLAIMER MADE

There are no qualifications, reservation or adverse remarks
made by the statutory auditors in their report or by the Practicing
Company Secretary in the Secretarial Audit Report for the year
ended 31st March 2025. During the year, there were no instances
of frauds reported by auditors under Section 143(12) of the
Companies Act, 2013.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors consists Mr. Krishna
Mohan Prasad (Chairman), Mrs. M. Chaya Ratan, Dr. Rayappa
Ramappa Hanchinal and Mr. C. Mithunchand, members of the
Committee. The Board has accepted all the recommendations
made by the Audit Committee during the year. Further details can
be seen in the chapter on Corporate Governance report.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee presently consists
of the following Directors namely Mr. Narasing Rao Singayapally,
Chairman, Mrs. M. Chaya Ratan and Dr. Rajesh Kumar
Mittal as members.

RISK MANAGEMENT COMMITTEE

Business Risk Evaluation and Management is an ongoing
process within the Organization. The Company has a robust risk
management framework to identify, monitor and minimize risks
and also to identify business opportunities. As a process, the risks
associated with the business are identified and prioritized based
on severity, likelihood and effectiveness of current detection. Such
risks are reviewed by the senior management of the Company.

Pursuant to the requirement of SEBI (LODR) Regulations
2015, the Company has a risk management committee of the

Board consisting of Director. Dr. Rayappa Ramappa Hanchinal,
Independent Director and Chairman of the Committee Mr.
C.Vamsheedhar and Mr. C. Mithunchand as members of the
Committee. The Company through its Risk Management Policy
identified the various risks and challenges, internally as well as
externally and takes appropriate measures with timely actions
to mitigate them and also recommend the Board about risk
assessment and minimization procedures.

Pursuant to Section 134(3)(n) of the Companies Act, 2013 the
Company has formulated and implemented an integrated risk
management approach through which it reviews and assesses
significant risks on a regular basis to help ensure that there is
a robust system of risk controls and mitigation in place. Senior
management periodically reviews this risk management framework
to keep updated and address emerging challenges.

The Committee is monitoring and reviewing the risk management
plan and ensuring its effectiveness. The Audit Committee has
additional oversight in the area of financial risks and controls.
The major risks identified by the businesses and functions
are systematically addressed through mitigating actions on a
continuing basis. The development and implementation of risk
management policy has been covered in the Management
Discussion and Analysis, which forms part of this report and the
Policy has been posted on the website of the company viz., https://
www.kaveriseeds.in/images/pdf/images/Risk-Management-
Policy final.pdf

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company was
duly constituted in line with the provisions of Regulation 20 of SEBI
(LODR) Regulations read with Section 178 of the Companies Act,
2013 and is included in the Corporate Governance report, which
forms part of this report.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the relevant provisions of Section 133 of
the Companies Act, 2013 and the Ind As-110 on consolidated
financial statements, read with the Accounting Standard AS-
23 on Accounting for Investments in Associates, your Directors
have pleasure in attaching the consolidated financial statements
for the financial year ended March 31, 2025, which forms part
of the Annual Report. The Company has placed separately, the
audited accounts of its subsidiaries on its website https://www.
kaveriseeds.in/investors/subsidiaries-financials/ in compliance
with the provisions of Section 136 of the Companies Act, 2013.

INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company has laid down a set of standards which enables
implementation of internal financial controls across the organization
and ensure that the same are adequate and operating effectively.
The Board periodically reviews the findings and recommendations

of the statutory auditors, internal & secretarial auditors and suggests
corrective actions whenever necessary. The Audit Committee of
the Board of Directors is also actively reviewing the adequacy
and effectiveness of the internal control systems and suggests
improvements to strengthen the same. The Audit Committee of
the Board of Directors, Statutory Auditors and Finance heads are
periodically apprised of the internal audit findings and corrective
actions are taken.

The Internal Audit team prepares annual audit plans based on risk
assessment and conducts extensive reviews covering financial,
operational and compliance controls. Audit plays a key role in
providing assurance to the Board of Directors. Significant audit
observations and corrective actions taken by the management is
presented to the Audit Committee of the Board.

The Audit Committee of the Board monitors the performance of
the Internal Audit team on a quarterly basis through a review of
audit plans, audit findings and speed of issue resolution through
follow-ups. Each year, there are at least four meetings in which
the audit committee reviews internal audit findings assurance
and advisory function, responsible for evaluating and improving
the effectiveness of risk management, control and governance
processes. The internal audit team helps to enhance and protect
organizational value by providing risk-based objective assurance,
advice, and insight.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS
WITH REFERENCE TO THE FINANCIAL STATEMENTS

The internal financial controls (IFC) framework at Kaveri Seeds
encompasses internal controls over financial reporting (ICOFR)
as well as operational controls that have been put in place across
all key business processes of the Company. The internal controls
are designed to facilitate and support the achievement of the
Company’s business objectives and such controls do enable the
Company to adapt to changing and operating environment, to
mitigate risks to acceptable levels and to support right decision
making and good governance. Details in respect of adequacy of
internal financial controls with reference to the financial statements
are briefly iterated below:

a. The Company maintains all its major records in ERP System.

b. The Company has appointed internal auditors to examine the
internal controls, whether the workflow of the organisation
is being done through the approved policies of the
Company. In every quarter, during the approval of financial
statements, internal auditors present the internal audit
report and the management comments on the internal audit
observations; and

c. The Board of Directors of the Company has adopted various
policies such as Related Party Transactions Policy, Whistle
Blower Policy, Policy to Determine Material Subsidiaries,
Corporate Social Responsibility Policy, Dissemination of
Material Events Policy, Documents Preservation Policy, 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
such other procedures for ensuring the orderly and efficient
conduct of its business for safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records, and the timely
preparation of reliable financial information.

INDIAN ACCOUNTING STANDARDS - IFRS
CONVERGE STANDARDS

The Ministry of Corporate Affairs vide its notification dated 16th
February 2015 notified under Section 133 of the Companies Act
2013 read with Companies (Indian Accounting Standards) Rules,
2015. In pursuance of the said notification, your Company has
prepared the financial statements to comply in all material respects,
in accordance with the applicability of Indian Accounting Standards.

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 explanation given
by the executives of the Company and subject to disclosures
in the Annual Accounts of the Company from time to time, we
state as under:

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

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

d. that the annual accounts have been prepared on a
going concern basis;

e. that the Directors, had 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. that proper systems to ensure compliance with the provisions
of all applicable laws were in place and that such systems
were 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 (10) Directors
consisting of Five Executive Directors including the Chairman &
Managing Director and Five 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 31,2025 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, Additional Director (Independent)

Appointment/re-appointment:

Appointment of Dr. Madhushree Gundavaram (DIN : 10978554)
as Non-Executive Non Independent Director and Dr. Govinda
Rajulu Chintala (DIN: 03622371) as Independent Director (Non¬
Executive) of the Company approved in the Board Meeting held
on 13th August 2025 for a term of 5 (five) years with effect from
13th August 2025 to 12th August 2030, subject to approval of the
shareholders at the ensuing Annual General Meeting.

Re-appointment : Dr. Rayappa Ramappa Hanchinal (DIN :
08138621) was appointed as Independent Director (ID) of the
Company for term of 5 years from 09th February 2021 to 08th
February 2026. Present term will be expired on 08th February
2026. Based on the recommendation of Nomination and
Remuneration Committee the Board considered the reappointment
of Dr. Rayappa Ramappa Hanchinal (DIN : 08138621) as an
Independent Director (Non-Executive) to hold office for a second
consecutive term of 5 (five) years commencing from 09th February
2026 to 08th February 2031 beyond 75 years of Age, subject to
the approval of members at the ensuing Annual General Meeting.
The resolution seeking Members’ approval for his re-appointment
forms part of the Notice.

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, Dr. G.Pawan
((DIN: 00768751), 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, inter alia, received the following declarations
from all the Independent Directors as prescribed under sub¬
section (6) of Section 149 of the Companies Act, 2013 and under
Regulation 16(1)(b) read with Regulation 25 of the SEBI (LODR),
Regulations, 2015 confirming that:

a. The Directors have confirmed that they are not debarred
from holding the office of the director under any SEBI Order
or any other such authority. Based upon the declarations
received from the IDs, the Board of Directors has confirmed
that they meet the criteria of independence as mentioned
under Section 149(6) of the Act and Regulation 16(1 )(b)
of the Listing Regulations and that they are independent
of the management. There has been no change in the
circumstances affecting their status as Independent Directors
of the Company. The Board is satisfied of the integrity,
expertise and experience (including proficiency in terms of
Section 150(1) of the Act and applicable rules thereunder) of
all IDs on the Board.

b. they have complied with the Code for Independent Directors
prescribed under Schedule IV to the Act. In terms of
Regulation 25(8) of the Listing Regulations, all IDs have
confirmed that they are not aware of any circumstances or
situation which exists or may be reasonably anticipated that
could impact their ability to discharge their duties.

c. they have registered themselves with the Independent
Director’s Database maintained by the Indian Institute of
Corporate Affairs and have qualified the online proficiency
self-assessment test or are exempted from passing the
test as required in terms of Section 150 of the Act read with
Rule 6 of the Companies (Appointment and Qualifications of
Directors) Rules, 2014.

d. they had no pecuniary relationship or transactions with
the Company, other than sitting fees and reimbursement
of expenses incurred by them for the purpose of attending
meetings of the Board of Directors and Committee(s).

The Board of Directors of the Company has taken on
record the declaration and confirmation submitted by the

Independent Directors after undertaking due assessment of the
veracity of the same.

None of the Directors of the Company are disqualified under the
provisions of the Companies Act, 2013 (‘Act’) or under the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015. A certificate from the Company Secretary in practice, that
none of the Directors on the Board of the Company have been
debarred or disqualified from being appointed or continuing
as Directors of companies by the Board/Ministry of Corporate
Affairs or any such statutory authority, forms part of Corporate
Governance Report as Annexure.

Registration of Independent Directors in Independent
Directors Databank

All the Independent Directors of the Company have been
registered and are members of Independent Directors Databank
maintained by Indian Institute of Corporate Affairs.

COMMITTEES OF THE BOARD

The details pertaining to the composition of the Board and its
Committees are included in the Corporate Governance Report,
which is a part of this report.

MEETING OF INDEPENDENT DIRECTORS

A separate meeting of the Independent Directors was held under
the Chairmanship of Dr. R.R.Hanchinal, Independent Director
on 12th February 2025, inter-alia, to discuss evaluation of the
performance of Non- Independent Directors, the Board as a
whole, evaluation of the performance of the Chairman, taking into
account the views of the Executive and Non-Executive Directors
and the evaluation of the quality, content and timelines of flow
of information between the management and the Board that is
necessary for the Board to effectively and reasonably perform its
duties. The Independent Directors expressed satisfaction with the
overall performance of the Directors and the Board as a whole.

FAMILIARIZATION PROGRAMME FOR

INDEPENDENT DIRECTORS:

Independent Directors are familiarized about the Company’s
operations and businesses. Interaction with the Business heads
and key executives of the Company is also facilitated. Detailed
presentations on important policies of the Company are also
made to the directors. Direct meetings with the chairman are
further facilitated to familiarize the incumbent Director about the
Company/ its Businesses and the group practices. The details of
the familiarization programme of the Independent Directors are
available on the website of the Company. https://www.kaveriseeds.
in/investors/familiarization-program/

The details of the familiarization programme for the Independent
Directors is reported in the Report on Corporate Governance,
which is attached to the Board’s Report.

NUMBER OF MEETINGS OF THE BOARD AND AUDIT
COMMITTEE

During the year under review Four Board Meetings and Four
Audit Committee Meetings were convened and held. The dates
on which the Board Meetings were held on 22nd May 2024 , 12th
August 2024, 13th November 2024, and 12th Februarys 2025.
The dates on which the Audit Committee Meetings were held on
22nd May 2024 , 12th August 2024, 13th November 2024, and
12th Februarys 2025. The details of attendance of meetings held
during the Financial Year 2024-25 forms part of the Corporate
Governance Report. The time gap between the said meetings
were within the period prescribed under the provisions of the
Companies Act, 2013 and the SEBI guidelines thereof.

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 year under review.

DEPOSITS:

The Company has not accepted/renewed any deposits from the
public/members under Section 73 of the Act read with Companies
(Acceptance of Deposits) Rules, 2014 during the financial year
ended March 31, 2025 and as such, no amount of principal or
interest on public deposits was outstanding as on the date of
the balance sheet.

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

Since the Company has not accepted any deposits during
the Financial Year ended March 31, 2025, there has been no
non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification
dated 22nd January 2019 amending the Companies (Acceptance
of Deposits) Rules, 2014, the Company is required to file with the
Registrar of Companies (ROC) requisite returns in Form DPT-3 for
outstanding receipt of money/loan by the Company, which is not
considered as deposits.

The Company has complied with these requirements within the
prescribed timelines.

PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and
Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and the guidance
Note on Board Evaluation issued by the SEBI on 5th January
2017, the Board has carried out an annual performance evaluation
of its own performance, the directors individually as well as the
evaluation of the working of its committees.

The performance of the Board was evaluated by the board after
seeking inputs from all the directors on the basis of criteria such

as the board composition and structure, effectiveness of board
processes, information and functioning etc.,

The performance of the committees was evaluated by the board
after seeking inputs from the committee members on the basis of
criteria such as the composition of committees, effectiveness of
committee meetings etc.,

In a separate meeting of independent directors, performance of
non-independent directors, the chairman of the company and the
board as a whole was evaluated, taking into account the views of
executive directors and non-executive directors.

The Board and the nomination and remuneration committee
reviewed the performance of individual directors on the basis of
criteria such as the contribution of the individual director to the
board and committee meetings like preparedness on the issues
to be discussed, meaningful and constructive contribution and
valuable inputs in meetings etc.,

In the board meeting that followed the meeting of the independent
directors and meeting of nomination and remuneration committee,
the performance of the board, its committees, and individual
directors was also discussed. The performance evaluation of
the Independent Directors was completed. The performance
evaluation of the Chairman and the Non-Independent Directors
was carried out by the Independent Directors. The Board of
Directors expressed their satisfaction with the evaluation process.

BOARD DIVERSITY

The Company has over the years been fortunate to have eminent
people from diverse fields to serve as Directors on its Board.
Pursuant to the SEBI Listing Regulations, the Nomination &
Remuneration Committee of the Board has formalised a policy
on Board Diversity to ensure diversity of the Board in terms of
experience, knowledge, perspective, background, gender,
age and culture. The Policy on diversity is available on the
Company’s website and can be accessed on web link at https://
www.kaveriseeds.in/wp-content/uploads/2021/02/Policy-on-
Board-Diversity.pdf

APPOINTMENT OF DIRECTORS AND
REMUNERATION POLICY

The assessment and appointment of board members is based
on a combination of criterion that includes ethics, personal and
professional stature, domain expertise, gender diversity and
specific qualifications required for the position. A potential board
member is also assessed on the basis of independent criteria
defined in Section 149(6) of the Companies Act, 2013 and
Regulation 16(1)(b) of SEBI (LODR) Regulations. In accordance
with Section 178(3) of the Companies Act, 2013, Regulation
19(4) of SEBI (LODR) Regulations and on recommendations of
the company’s Nomination and Remuneration Committee, the
Board adopted a remuneration policy for directors, KMP, senior
management and other employees. The Policy is placed on the

Company’s website: https://www.kaveriseeds.in/imaaes/pdf/

imaaes/Nomination-and-Remuneration-Policv.pdf and further
details are set out in the Corporate Governance Report forming
part of this annual report.

CORPORATE GOVERNANCE:

A detailed Report on Corporate Governance systems and
practices of the Company is given in a separate section forming
part of this annual report.

The Certificate issued by M/s. L.D.Reddy & Co., Practicing
Company Secretaries, Hyderabad, with regard to compliance with
the conditions of Corporate Governance is attached to the chapter
on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management’s Discussion and Analysis report for the year under
review, as stipulated under Regulation 34(2)(e) of the Securities
and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is presented in a separate
section forming part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 135 of the Companies Act, 2013,
read with the Companies (Corporate Social Responsibility Policy)
Rules 2014, the Company has established Corporate Social
Responsibility (CSR) committee composed of Mr. G.V.Bhaskar
Rao as Chairman, Mrs. G.Vanaja Devi and Dr.R.R.Hanchinal
as members. The Committee is responsible for formulating and
monitoring the CSR Policy of the Company, the Report on CSR
Activities forms part of this Report as ”Annexure - B.”

The Company has incorporated a separate company in the name
of ‘Kaveri Bhaskar Rao Charitable Trust’ under Section 8 of the
Companies Act, 2013 to undertake CSR and other charitable
activities. For other details regarding the CSR Committee,
please refer to the Corporate Governance Report, which is
a part of this report. https://www.kaveriseeds.in/wp-content/
uploads/2021/09/CSR-Policy.pdf

ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:

The Information on conservation of energy, technology absorption,
foreign exchange earnings and outgo stipulated under Section
134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014, forms part of this report
as Annexure C.

EMPLOYEE STOCK OPTION SCHEME(S)

The Company has granted the share-based benefits to eligible
employees with a view to attracting and retaining the best talent,

encouraging employees to align individual performances with
Company objectives, and promoting increased participation by
them in the growth of the Company.

Kaveri Seed Employee Stock Option Plan - 2018 (ESOP Plan)

On 19th July 2018, pursuant to the approval by the shareholders
by way of Postal Ballot, the Board/Nomination and Remuneration
Committee has been authorized to introduce, offer, issue and grant
the share-based incentives to eligible employees of the Company
and its subsidiaries under the ESOP Plan. The Kaveri Employee
Stock Option Plan 2018 (ESOP Plan) to be implemented through
the Kaveri Employees Trust (Trust) with an objective of enabling
the Company to attract and retain talented human resources
by offering them the opportunity to acquire a continuing equity
interest in the Company, which will reflect in their efforts to sustain
the growth and profitability of the Company.

As on 31st March 2025 a total of 2,96,675 Equity Share (Two
Lakhs Ninety Six Thousand Six Hundred Seventy Five Only)
options were available in the Trust account.

The Nomination and Remuneration Committee (NRC), is
empowered to formulate detailed terms and conditions of the
ESOP Plan 2018, and supervise the same. The specific employees
to whom the Options would be granted and their eligibility criteria
would be determined by the Nomination and Remuneration
Committee at its sole discretion. Further, the Nomination and
Remuneration Committee is empowered to determine the
eligible employees of subsidiary companies, whether existing
or future, whose employees will be entitled to stock options
under this Scheme.

The Nomination and Remuneration Committee has granted
6,29,516 options @ 315/-. per option to the eligible employees of
the Company on 31.03.2020 under ESOP Plan 2018. During the
year 5,17,211 options were exercised. In this grant aggregating
the total 5,82,816 options exercised as on 31.03.2025.

Further, the Nomination and Remuneration Committee at their
meeting held on 25.03.2021 has granted 2,49,975 options @
Rs.450/- per option to the eligible employees of the Company
under ESOP Plan 2018. During the financial year there were no
options exercised in this grant.. The total options are available in
this grant is 2,49,975 as on 31.03.2025.

Bothe the granted options would vest on or after 1 (one) year from
the respective date of grant(s) but not later than 4 (four) years from
the date of grant of such Options or any other terms as decided by
the Nomination and Remuneration Committee.

The ESOP Plan is in compliance with the SEBI (Share Based
Employee Benefits) Regulations, 2014, as amended from time to
time, and there has been no material change to the plan during
the fiscal. The Disclosure required to be made under Regulation
14 of SEBI (Share Based Employee Benefits) Regulations, 2014
is available on the Company’s website at https://www.kaveriseeds.
in/investors/esops/#tab-esops-2018

Kaveri Seed Company Limited - Employee Stock Option
Plan 2024

Pursuant to the members approval through 37th AGM of the
Company adopted the new scheme of “Kaveri Employee Stock
Option Plan 2024” (ESOP 2024) including extension to eligible
employees of group companies formulated in accordance with
the provisions of the Companies Act, 2013 and the SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021
(SBEB&SE Regulations). It is administered by the Nomination
and Remuneration Committee (NRC), which also acts as the
Compensation Committee for the purposes of the SBEB&SE
Regulations. The ESOP Plan involves acquisition of shares
from the secondary market through Barclays Wealth Trustees
(India) Private Limited as Trustees of Kaveri Employees Trust for
implementation and administration the Trust.

As on 31st March 2025 a total of 1,42,352 (One Lakh Forty-Two
Thousand Three Hundred Fifty-Two Only) equity shares were
purchased through the secondary market under the Trust account
as part of the New ESOP Scheme 2024.

The statutory disclosures as mandated under the Act and
SBEB&SE Regulation and a certificate from Secretarial Auditors,
confirming implementation of the ESOP Scheme in accordance
with SBEB&SE Regulations and Members resolutions have
been hosted on the website of the Company and the same will
be available for electronic inspection by the Members during the
Annual General Meeting (AGM) of the Company.

PARTICULARS OF EMPLOYEES, DIRECTORS AND
KEY MANAGERIAL PERSONNEL(KMP):

Details in respect of remuneration paid to employees as required
under Section 197 (12) of the Companies Act, 2013 , read with
Rule 5(2) & (3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, as amended forms part of
this report. In terms of Section 136 of the Companies Act, 2013
the same is open for inspection at the Registered Office of the
Company. Copies of this statement may be obtained by the
members by writing to the Company Secretary at the Registered
Office of the Company. The ratio of the remuneration of each
Director to the median employee’s remuneration and other details
in terms of Section 197(12) of the Companies Act, 2013 read with
Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are enclosed in Annexure - D
and forms part of this Report.

Affirmation that the remuneration is as per the
remuneration policy of the Company.

In compliance with the provisions of the Companies Act, 2013
and SEBI Listing Regulations, the Board, on the recommendation
of the Nomination and Remuneration/Compensation Committee
approved the Policy for Selection, Appointment of Directors, KMPs
and Senior Management persons. The said Policy provides a

framework to ensure that suitable and efficient succession plans
are in place for appointment of Directors on the Board and other
management members. The Policy also provides for selection and
remuneration criteria for the appointment of Directors and senior
management persons. The Company affirms that the remuneration
is as per 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’)

As per the requirements of Regulation 25(10) of the SEBI Listing
Regulations, the Company has taken Directors and Officers
Insurance (‘D&O’) for all the Directors and Key managerial
Personnel of the Company.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

The “Business Responsibility and Sustainability Report” (BRSR)
of your Company for the year ended 31.03.2025 forms part of
the Annual Report as required under Regulation 34(2)(f) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 is available as a separate section in this Annual Report,
which can be accessed on the Company’s website under the
web link: https://www.kaveriseeds.in/wp-content/uploads/2025/08/
BRSR28082025.pdf

The report describes initiatives undertaken by the Company from
an environmental, social and governance perspective and the
Company has reported according to the updated BRSR format
and disclosed information on the BRSR Essential Indicators.

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution policy as stipulated under Regulation
43A of the Listing Regulations is applicable to your Company
for FY 2024-25 and is placed on the website of the Company
under the web link ; https://www.kaveriseeds.in/wp-content/
uploads/2023/08/Dividend-Distribution-Policy.pdf

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There are no material changes and commitments in the business
operations of the Company from the financial year ended March
31,2025 to the date of signing of the Director's Report. There has
been no change in the nature of business of the Company.

REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the
year under review.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL
STATEMENTS:

No material changes and commitments affecting the financial
position of the Company occurred between the end of the financial
year to which these financial statements relate and the date
of this report.

PARTICULARS OF LOANS, GURANTEES OR
INVESTMENTS

The Company has not given loans and guarantees, except
makes investments or extends advances to its subsidiaries for
business purposes. The details of investments covered under the
provisions of Section 186 of the Companies Act, 2013 read with
the Companies (Meetings of the Board and its Powers) Rules,
2014, the particulars of investment(s) under the Section 186 of the
Act are disclosed in Financial Statements, which may be read as
part of this Report

VIGIL MECHANISM /WHISTLE BLOWER POLICY:

The Board of Directors has adopted the Whistle Blower Policy,
which is in compliance with Section 177(10) of the Companies Act,
2013 and Regulation 22 of the SEBI (LODR) Regulations 2015
to report genuine concerns or grievances. The Audit Committee
Chairperson is the chief ombudsperson. The policy also provides
access to the Chairperson of the Audit Committee for raising
concerns. The Whistle Blower Policy has been posted on the
website of the company. https://www.kaveriseeds.in/wp-content/
uploads/2023/08/WHISTLE-BLOWER-POLICY.pdf

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

There are no significant and material orders passed by the
Regulators/Courts or tribunals that would impact the going concern
status of the company and its future operations.

No application was made or any proceedings pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the
financial year.

LISTING ON STOCK EXCHANGES

The Company’s shares are listed on National Stock Exchange
of India Limited (NSE) and BSE Limited (BSE). Further, the
Company has no equity shares carrying differential rights.

TRANSFER OF UN-PAID AND UN-CLAIMED AMOUNT
TO INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

Pursuant to the provisions of the Companies Act, 2013, read with
IEPF Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 as amended, declared dividends which remained unpaid
or unclaimed for a period of seven years have been transferred
by the company to the IEPF, which has been established by the
Central Government.

The above-referred rules also mandate transfer of shares on
which dividend are

unpaid or unclaimed for a period of seven consecutive years
to IEPF. The Company has issued individual notices to the
shareholders whose equity shares are liable to be transferred to
IEPF on due dates, advising them to claim their dividend within the
stipulated time.

INDUSTRIAL SAFETY AND ENVIRONMENT

The Company is conscious of the importance of environmentally
clean and safe operations. The Company’s policy requires
conduct of operations in such a manner that ensures safety of
all concerned, compliance to environmental regulations and
preservation of natural resources. Utmost importance continues
to be given to the safety of personnel and equipment in all the
plants of the Company. The Company reviews thoroughly the
various safety measures adopted and takes effective steps to
avoid accidents.

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

Your Company has complied and constituted an internal committee
as per the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 and Rules there under. The
Company has a policy on prevention of Sexual Harassment
at work place with a mechanism for lodging complaints. The
Company regularly conducts necessary awareness/workshops
programmes for its employees. The policy provides protection
against sexual harassment of women at workplace and ensures
prevention and redressal of such complaints. The following is a
summary of sexual harassment complaints received and disposed
off during the year:

1 Number of complaints on Sexual harassment received Nil

2 Number of Complaints disposed off during the year
: Not Applicable

3 Number of cases pending for more than ninety
days: Not Applicable

4 Number of workshops or awareness programme against
sexual harassment carried out :

The Company regularly conducts necessary awareness
programmes for its employees

5 Nature of action taken by the employer or district officer
: Not Applicable

The Company has constituted an Internal Complaints Committee
under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The Company has not
received any complaints during the year.

The said policy 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 has complied with the provisions of the Maternity
Benefit (Amendment) Act, 2017. Eligible women employees are
provided with maternity leave as per statutory requirements. The
Company has implemented policies for post-maternity leave,
Surrogacy Leave and has made provision for creche facilities in
accordance with the applicable laws. The Company continues to
foster a workplace that supports diversity, inclusion, and work-life
balance for all employees

COMPLIANCE WITH SECRETARIAL STANDARDS
ON BOARD AND GENERAL MEETINGS

The Company complies with all applicable mandatory Secretarial
Standards issued by the Institute of Company Secretaries of India.

CODE OF CONDUCT

Board of Directors have adopted and oversee the administration of
the Company’s Code of Business Conduct and Ethics (the ‘Code of
Conduct’), which applies to all Directors, Officers and Employees
of Kaveri Seed Company Limited and its subsidiaries. The Code
of Conduct reflects the Company’s commitment to doing business
with integrity and in full compliance with the law and provides a
general roadmap for all the Directors, Officers and Employees to
follow as they perform their day to-day responsibilities with the
highest ethical standards. The Code of Conduct also ensures
that all members of Kaveri perform their duties in compliance with
applicable laws and in a manner that is respectful of each other
and the Company’s relationships with its customers, suppliers and
shareholders, as well as the communities and regulatory bodies
where the Company does business.

CODE OF CONDUCT FOR THE PREVENTION OF
INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy
in accordance with the requirements of the SEBI (Prohibition of
Insider Trading) Regulation, 2015 and the applicable Securities
laws. The Policy of the Company on prevention of Insider
Trading lays down guidelines and procedures to be followed and
disclosures to be made while dealing with shares of the Company,
as well as the consequences of violation. The policy has been
formulated to regulate, monitor and ensure reporting of deals by
employees and to maintain the highest ethical standards of dealing
in Company securities.

The Company has an effective Investor Relations Program (“IR”)
through which the Company continuously interacts with the
investor community across various channels (Periodic Earnings
Calls and group meetings). The Company ensures that critical
information about the Company is available to all the investors by
submitting all such information to the Stock Exchanges and also
uploading the information on the Company’s website under the
Investors section. The Company strives to adopt emerging best
practices in IR and building a relationship of mutual understanding
with investors and analysts.

HUMAN RESOURCE MANAGEMENT

The great task of Product development, Supply chain, Marketing
etc. was done at Kaveri Seeds successfully. We work as team by
aligning objectives with organizational strategy to drive business
out comes successfully and personal motivation.

The above success was possible, we strive to on board the right
people, with right skills and knowledge, at right time. The talent of
individual employees utilized effectively managing it with strategies
and initiatives driven to achieve business goals.

Today Kaveri Seed’s strength of 1466 member strong work force
drives our growth effectively and efficiently.

Objective oriented Trainings under taken:

Besides organizing several developmental skills, we organize
programmes to improve manage behavioral and communication
skills of our employees. All new recruits undergo a detailed
induction program including orientation about all the policies of
the Company including HR Policies and Practices of the company.
The Induction program is continuously improved with the help of
employees feedback.

All the Employees go through functional trainings specific to
their role of job in the company. Employees also undergo safety
training as required by their role. Every employee in the company
undergoes on-the-job training customized to the requirements of
that specific employee. We encourage our Scientists to attend the
Seminars, Symposia and Work Shops to enrich their knowledge
and participate in the interactive sessions. We also invite Sr.
Consultants and experts in the field of Genetics & Plant Breeding,
Biotechnology, Agronomy, Seed Technology etc. to conduct
knowledge sessions. These sessions will give motivation to our
scientists to develop promising products with futuristic needs to
meet the aspirations of the farmers, so as to increase the farm
income and to improve their lives.

Every quarter in all the departments “Utkrishta Puraskar” award
were given to the best performer. The aim is incentivizing
employees to focus on and to achieve sustainable objectives.

The Company has formulated and adopted the Employee Stock
Option Plan with a view to motivate the employees of the Company
to continue extending their participation to the Company and

enable the Company to achieve long term financial growth. The
administration and implementation of the plan has been entrusted
to the Compensation Committee of the Company.

GREEN INITIATIVE

The Ministry of Corporate Affairs (MCA) has taken a green initiative
in Corporate Governance by allowing paperless compliance
by the Companies and permitted the service of Annual Reports
and other documents to the shareholders through electronic
mode subject to certain conditions and the Company continues
to send Annual Reports and other communications in electronic
mode to those members who have registered their email ids with
their respective depositories. Members may note that Annual
Reports and other communications are also made available on
the Company’s website; https://www.kaveriseeds.in/investors/
financial-information/#tab-annual-reports and websites of the
Stock Exchanges i.e. BSE Limited and National Stock Exchange
of India Limited.

The Company enjoyed cordial relations with its employees at
all levels. Your Directors record their appreciation of the support
and co-operation of all employees and counts on them for the
accelerated growth of the Company.

ACKNOWLEDGEMENTS:

The Directors acknowledge and would like to place on record the
commitment and dedication on the part of the employees of your
Company for their continued efforts in achieving good results. Your
Company is grateful to the Distributors, Dealers, Customers and
farming community for their support and encouragement. Your
Directors thank the Banks, Financial Institutions, Government
Departments and Shareholders and look forward to having the
same support in all our future endeavors.

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

Sd/- Sd/-

Date: 13.08.2025 G.V.BHASKAR RAO G.VANAJA DEVI

Place: Secunderabad Managing Director Whole time Director