Nova Agritech Limited — AGM Information 2025

Aug 25, 2025

Registered Office: Sy.No.251/A/1., Singannaguda Village Mulugu Mandal, Medak, Siddipet - 502279, Telangana, India

CIN : L01119TG2007PLC053901

+91 84 5425 3446 • cs@novaagri.in

==> picture [130 x 61] intentionally omitted <==

25[th] August, 2025

To

BSE Limited , National Stock Exchange of India Limited Listing Department, P J Towers, Listing Department, Exchange Plaza, Dalal Street, Bandra-Kurla Complex, Bandra (E), Mumbai – 400 001 Mumbai – 400 051 Scrip Code: 544100 Trading Symbol: NOVAAGRI

SUB: NOTICE OF 18[TH] ANNUAL GENERAL MEETING OF THE COMPANY.

Ref: Regulation 30 read with sub para 12 of Para ‘A’ of Part ‘A’ of Schedule III of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Dear Sir/Madam,

In continuation to our intimations dated 9[th] August, 2025, please find enclosed the Notice convening the 18[th] Annual General Meeting (AGM) of the Company scheduled to be held on Friday, 19[th] September, 2025 at 4 PM IST through Video Conferencing (VC)/Other Audio-Visual Means (OAVM), in accordance with relevant circulars issued by the Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India (SEBI).

Notice is being made available on the website of the Company at www.novaagri.in and the website of Central Depository Services (CDSL) e-Voting agency at www.evotingindia.com.

Please take the same on record and suitably disseminate it to all concerned.

Thanking you!

For Nova Agritech Limited

NEHA Digitally signed by NEHA SONI Date: 2025.08.25 SONI 16:05:35 +05'30'

Neha Soni

Company Secretary & Compliance Officer M. No. F13390

Encls as above

Notice

NOTICE is hereby given that the 18[th] Annual General Meeting of the members of ‘ NOVA AGRITECH LIMITED ’ will be held on Friday, the 19[th] day of September, 2025 at 4.00 P.M. IST through Video Conference (“VC”), in conformity with the regulatory provisions and the circulars issued by Ministry of Corporate Affairs, Government of India to transact the following businesses:

Ordinary Business:

1. Adoption of Audited Financial Statements (Standalone and Consolidated) of the Company for the financial year ended 31[st] March, 2025 and the reports of the Board of Director and Auditors thereon.

To consider and, if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution :

“ RESOLVED THAT the audited standalone financial statements of the Company for the financial year ended 31[st] March, 2025 and the reports of the Auditors and Board of Directors thereon laid before this meeting, be and are hereby considered and adopted.”

“ RESOLVED FURTHER THAT the audited consolidated financial statements of the Company for the financial year ended 31[st] March, 2025 and the report of Auditors thereon laid before this meeting, be and are hereby considered and adopted.”

“ RESOLVED FURTHER THAT the Board of Directors of the Company is authorized to do all such acts, deeds, matters and things as may be necessary, expedient or desirable for the purpose of giving effect to the aforesaid resolutions, and in connection with any matter incidental thereto.”

2. To appoint a director in place of Mrs. Malathi Siripurapu (DIN: 03033944) who retires by rotation, and being eligible offers herself for re-appointment:

To consider and, if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution :

“ RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. Malathi Siripurapu (DIN: 03033944), who retires by rotation and being eligible offers herself for re-appointment, be and is hereby appointed as Director of the Company, liable to be retire by rotation.”

“ RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby jointly and severally authorized to do or cause to be done all such acts, deeds and things as may be required or considered necessary or incidental thereto for giving effect to the aforesaid resolution.”

Special Business:

3. Re-appointment of Mr. Kiran Kumar Adapa (DIN: 09087754) as a Non-Executive Independent Director of the Company for a second term of 5 years:

To consider and if thought fit, to pass the following resolutions with or without modification(s) as a Special Resolution :

“ RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 160, read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“Act”), read with the rules made thereunder, the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, (‘SEBI LODR Regulations’), (including any statutory modification, amendment or re-enactment thereof, for the time being in force), Articles of Association of the Company and on recommendation of the Nomination and Remuneration Committee and Board of Directors of the Company, Mr. Kiran Kumar Adapa (DIN: 09087754), who has submitted a declaration that he meets the criteria of independence under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations, is re-appointed as Non-Executive Independent Director of the Company for a second term of 5 (five) years, commencing from 17[th] March, 2026 to 16[th] March, 2031, whose office shall not be liable to retire by rotation.”

“ RESOLVED FURTHER THAT the Board of Directors of the Company hereinafter referred to as “the Board” which term shall be deemed to include any Committee(s) constituted or to be constituted by the Board to exercise the powers conferred on the Board by this Resolution) be and is hereby authorized to do all acts and take all such steps as may be considered necessary, proper or expedient to give effect to this resolution.”

4. Appointment of Secretarial Auditors for a period of 5 years:

To consider and if thought fit, to pass the following resolutions with or without modification(s) as a Ordinary Resolution:

“ RESOLVED THAT pursuant to the provisions of Section 204(1) of Companies Act, 2013, and Rule 9 of the Companies (Appointment and Remuneration of Personnel) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements), 2015, including any modification(s) or reenactment(s) thereof for the time being in force, pursuant to the recommendations of Audit Committee and Board of Directors of the Company, P. S. Rao & Associates , Practicing Company Secretaries, be and is hereby appointed as Secretarial Auditors of the Company, for a period of five years commencing from the financial year 2025-26 till Financial Year 2029-30, to undertake Secretarial Audit for each of the said years at such

28

NOVA AGRITECH LIMITED

Corporate Overview

Financial Statements

Statutory Reports

remuneration as may be decided by the Board of Directors from time to time.”

“ RESOLVED FURTHER THAT the Board of Directors of the Company, be and is hereby authorized to decide and finalize the terms and conditions of appointment, including remuneration and to do all such acts, deeds and things, and execute all such documents and writings, as they may in their absolute discretion deem necessary or incidental thereto, including paying such fees and incurring such expenses, in relation thereto as they may deem appropriate, and to file such documents, forms, etc., as required with the regulatory/statutory authorities, and authorize the officials of the Company for the aforesaid purpose, as may be deemed fit to give effect to this resolution.”

5. Ratification of Remuneration of Cost Auditors:

To consider and if thought fit, to pass the following resolutions with or without modification(s) as an Ordinary Resolution:

“ RESOLVED THAT pursuant to the provisions of Section 148 Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 (including any statutory modification(s) or re-enactments thereof and pursuant to the recommendation of the Audit Committee, the remuneration payable to M/s M P R & Associates , Cost Accountants (Firm Reg. No. 000413) appointed by the Board of Directors as the Cost Auditor of the company to conduct the audit of the cost records maintained by the company for financial year commencing on 01 April 2025 and ending on 31 March 2026, amounting to ` 1,00,000/- (Rupees One Lakh Only) exclusive of GST as may be applicable and out of pocket expenses if any, be and is hereby ratified.”

“ RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as “the Board”, which term shall deem to include any committee of the Board), is authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution.”

6. Approval of Material Related Party Transactions for the Year 2025-26:

To consider and if thought fit, to pass the following resolutions with or without modification(s) as an Ordinary Resolution :

“ RESOLVED THAT pursuant to the provisions of Section 188 and other provisions, if any of the Companies Act, 2013 (the Act) read with Rule 15 of the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulation 23(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions, as amended from time to time and pursuant to the Company’s policy on Related Party Transactions and based on the recommendation of the

Audit Committee and Board of Directors, consent of the Members of the Company be and is hereby accorded to enter into and/or carry out and/or continue contract(s)/ arrangement(s)/ transaction(s) with ‘Related Parties’ within the definition as per Section 2(76) of the Act and ruled made thereunder and Regulation 2(zb) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, such that the maximum value of transaction(s) does not exceed as specified and detailed in the table forming part of the Explanatory Statement, annexed hereto, and on such terms and conditions as mutually agreed between such related party and the Company.”

“ RESOLVED FURTHER THAT all actions taken by the Board (which term shall deem to include any Committee of the Board) or any person so authorised by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects.”

“ RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as “the Board”, which term shall deem to include any Committee of the Board), be and are hereby authorized to do all such acts, deeds, matters, and things as may be considered necessary, desirable or expedient to give effect to this resolution.”

7. Approval of Material Related Party Transactions of the material subsidiary(ies) of the Company for the Year 2025-26:

To consider and if thought fit, to pass the following resolutions with or without modification(s) as an Ordinary Resolution:

“ RESOLVED THAT pursuant to the provisions of Section 188 and other provisions, if any of the Companies Act, 2013 (the Act) read with Rule 15 of the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulation 23(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions, as amended from time to time and pursuant to the Company’s policy on Related Party Transactions and based on the recommendation of the Audit Committee and Board of Directors, consent of the Members of the Company be and is hereby accorded to enter into and/or carry out and/or continue with the Related Party Transaction(s) by the material subsidiary(ies) of the Company (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise) with ‘Related Parties’ within the definition as per Section 2(76) of the Act and ruled made thereunder and Regulation 2(zb) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, such that the maximum value of transaction(s) does not exceed as specified and detailed in the table forming part of the

29

Annual Report 2024-25

Notice (Contd.)

Explanatory Statement, annexed hereto, and on such terms and conditions as mutually agreed between such related party and the material subsidiary(ies) of the Company.”

“ RESOLVED FURTHER THAT all actions taken by the Board (which term shall deem to include any Committee of the Board) or any person so authorised by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects.”

“ RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as “the Board”, which term shall deem to include any Committee of the Board), be and are hereby authorized to do all such acts, deeds, matters, and things as may be considered necessary, desirable or expedient to give effect to this resolution.”

Place: Singannaguda Date: 9[th] August, 2025

By Order of the Board

For , Nova Agritech Limited

Sd/- Neha Soni

Company Secretary & Compliance Officer

30

NOVA AGRITECH LIMITED

Corporate Overview

Financial Statements

Statutory Reports

Notes

1. The statement pursuant to Section 102(1) of the Companies Act, 2013 and the Rules made thereunder in respect of the special business set out in the notice, Secretarial Standard on General Meetings (“SS-2”) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, wherever applicable, is annexed hereto.

2. In all correspondence with the Company, Members holding shares are requested to quote their DP ID/ folio numbers.

3. The Ministry of Corporate Affairs (MCA), Government of India has introduced a ‘Green initiative in Corporate Governance’ by allowing paperless compliances by the Companies for service of documents to their Members through electronic mode, which will be in compliance with Section 20 of the Companies Act, 2013 and Rules framed thereunder. Further, in compliance with MCA Circulars and SEBI Circular dated 12 May 2020, the Annual Reports are being sent in electronic mode only.

4. In case you have not registered your e-mail Id, please communicate the same to the Company at their communication address given in the Annual Report. Although you are entitled to receive physical copy of the Notices, Annual Reports, etc. from the Company, we sincerely seek your support to enable us to forward these documents to you only by e-mail, which will help us participate in the Green Initiatives of the MCA and to protect our environment.

5. All documents referred to in the Notice shall be open for inspection by the Members of the Company without payment of fees at the Registered Office of the Company. Inspection by the Members can be done on any working day between 11:00 a.m. to 5:00 p.m. including the date of AGM of the Company and shall also be available at the venue of the AGM.

6. The Ministry of Corporate Affairs (“MCA”) has, vide General Circular No. 09/2023 dated 25 September 2023 read along with General Circular No. 10 and 11/2022 dated 28 December 2022 , General Circular No. 2/2022 dated 5 May 2022, General Circular No. 21/2021 dated 14 December 2021, General Circular No. 19/2021 dated 8 December 2021, General Circular No. 02/2021 dated 13 January 2021, General Circular No. 20/2020 dated 5 May 2020, General Circular No. 17/2020 dated 13 April 2020, and General Circular No. 14/2020 dated 8 April 2020 (collectively referred to as “MCA Circulars”), permitted companies to conduct Annual General Meeting (“AGM”) through video conferencing

7. (“VC”) or other audio visual means (“OAVM”), subject to the compliance of various conditions mentioned therein. In compliance with the MCA Circulars, and applicable provisions of the Companies Act, 2013, and Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the 18[th] AGM of the Company is being convened and conducted through VC/OAVM.

8. The Company has enabled the members to participate in the 18[th] AGM without physical presence, through the VC facility provided by Central Depository Services (India) Limited (“CDSL”). The instructions for participation by members are given in the subsequent paragraphs.

9. Pursuant to the provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended), and Regulation 44 of SEBI Listing Regulations (as amended), and the MCA Circulars, the Company has provided the facility to the members to exercise their right to vote by electronic means through remote e-Voting and voting at AGM. The facility of casting votes by a member using remote e-Voting system as well as voting during the AGM will be provided by Central Depository Services (India) Limited (“CDSL”).

10. The Company has fixed 12[th] September, 2025 as the cut-off date (“the Cut-off Date”) to determine the eligibility of members to cast their vote by remote e-Voting, and voting during the 18[th] AGM, scheduled to be held on 19[th] September, 2025 through VC/OAVM.

11. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners, maintained by the depositories as on the cut-off date i.e., 12[th] September, 2025 only shall be entitled to avail the facility of remote e-Voting or voting during the AGM.

12. The voting rights of members shall be in proportion to their shares of the paid-up equity share capital of the Company as on 12[th] September, 2025.

13. In case of joint holder(s) attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.

14. Any person, who acquires shares of the Company and becomes a member of the Company after cut-off date for dispatch of the Notice i.e. 22[nd] August, 2025, and holds shares as of the cut-off date for e-voting i.e., 12[th] September, 2025 may obtain the login ID and password by sending an email to helpdesk.evoting@cdslindia.com or cs@novaagri. in with one’s DP ID and Client ID.

31 Annual Report 2024-25

Notes (Contd.)

1. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to at least 1.000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

2. As per the provisions of the MCA Circulars, members attending the 18[th] AGM through VC shall be counted for the purpose of reckoning the quorum within Section 103 of the Companies Act, 2013.

3. As per Section 105 of the Companies Act, 2013, and the rules made thereunder, a member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on one’s behalf. Since the 18[th] AGM is being held through VC, Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC/OAVM and cast their votes through e-voting.

4. In case of any query regarding the Annual Report, the members may write to cs@novaagri.in to receive an email response. The same will be replied by the Company, suitably. Documents referred to in this Notice will be made available for inspection as per applicable statutory requirements.

5. Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013, and the Register of contracts or arrangements in which the Directors are interested maintained under Section 189 of the Companies Act, 2013, shall be available for inspection by the Members of the Company without payment of fees at the Registered Office of the Company on any working day between 11:00 a.m. to 5:00 p.m. including the date of AGM of the Company.

6. To prevent fraudulent transactions, members are advised to exercise due diligence and notify the Company of any change in address or demise of any member, as soon as possible. Members are also advised not to leave their demat account(s) dormant for a long time. Periodic statement of holdings should be obtained from the concerned depository participant, and holdings should be verified from time to time.

7. Since the AGM will be held through VC/OAVM, the route map to the venue is not annexed to this Notice.

8. The AGM shall be deemed to be held at the registered office of the Company at Sy.No.251/A/1., Singannaguda Village Mulugu Mandal, Medak, Siddipet – 502279, Telangana, India.

Scrutinizer’s Report

1. The Company has appointed Mr. M Ramana Reddy, Practicing Company Secretary, (CP No. 18415) to act as the Scrutinizer in its Board Meeting held on 9[th] August, 2025 , to scrutinize the e-Voting process and voting at the AGM in a fair and transparent manner, and he has communicated his willingness to be appointed and availability for the same.

2. After completion of the scrutiny of the electronic votes, the Scrutinizer shall, first download the votes cast at the AGM, and thereafter unlock the votes cast through remote e-Voting, and shall make a consolidated scrutinizer’s report of the total votes cast in favour or against, invalid votes, if any, and whether the resolutions have been carried or not, and such report shall be submitted to the Chairman / Company Secretary. The voting results along with Scrutinizer’s Report will be announced within two working days of the conclusion of AGM.

3. The results, declared along with the report of the Scrutinizer, shall be placed on the website of the Company www.novaagri.in and on the website of CDSL at www.evotingindia.com immediately after the declaration of results by the Chairman, or a person authorized by him. The results shall, also, be immediately forwarded to the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited.

4. Instructions for e-Voting and joining the AGM are as follows. Members can send their requests, if any, in this regard to cs@novaagri.in and helpdesk.evoting@ cdslindia.com.

32

NOVA AGRITECH LIMITED

Corporate Overview Statutory Reports

Financial Statements

THE INSTRUCTIONS TO THE SHAREHOLDERS FOR REMOTE E-VOTING ARE AS UNDER:

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

Step 2: Access through CDSL e-Voting system in case of non-individual shareholders in demat mode.

• (i) The voting period begins on Tuesday, 16[th] September, 2025 at 9.00 A.M. (IST) and ends on Thursday, 18[th] September, 2025 at 5.00 P.M. (IST). During this period shareholders of the Company, holding shares as on the cut-off date (record date) of 12[th] September, 2025 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) Shareholders who have already voted prior to the meeting date through remote-evoting would not be entitled to vote at the meeting venue.

• (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

• (iv) Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

• (v) In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to abovesaid SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

modeCDSL/NSDL is gi	ven below:	ven below:
Type of shareholders	Login Method
Individual Shareholders	1)	Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password.
holding securities in		Option will be made available to reach e-Voting page without any further authentication. The users to login
Demat mode withCDSL		to Easi / Easiest are requested to visit cdsl website www.cdslindia.com and click on login icon & New System
Depository		Myeasi Tab.
	2)	After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies
		where the evoting is in progress as per the information provided by company. On clicking the evoting option,
		the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the
		remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links
		provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service
		providers’ website directly.
	3)	If the user is not registered for Easi/Easiest, option to register is available at cdsl website www.cdslindia.com
		and click on login & New System Myeasi Tab and then click on registration option.
	4)	Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No.
		from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by
		sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication,
		user will be able to see the e-Voting option where the evoting is in progress and also able to directly access
		the system of all e-Voting Service Providers.

33 Annual Report 2024-25

Notes (Contd.)

Type of shareholders	Login Method	Login Method
Individual Shareholders	1)	If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web
holding securities in demat mode withNSDL		browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Benefcial Owner” icon under “Login” which is
Depository		available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password.
		After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under
		e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service
		provider name and you will be re-directed to e-Voting service provider website for casting your vote during
		the remote e-Voting period.
	2)	If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com.
		Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
	3)	Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.
		com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click
		on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will
		have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be redirected to NSDL
		Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider
		name and you will be redirected to e-Voting service provider website for casting your vote during the remote
		e-Voting period.
Individual Shareholders	You can also login using the login credentials of your demat account through your Depository Participant registered
(holding securities in	with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click
demat mode) login	on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein
through theirDepository	you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected
Participants (DP)	to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual
	meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website. Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL.

Login type	Helpdesk details
Individual Shareholders	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.
holding securities in	evoting@cdslindia.com or contact at toll free no. 1800 21 09911
Demat mode withCDSL
Individual Shareholders	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.
holding securities in	co.in or call at: 022 - 4886 7000 and 022 - 2499 7000
Demat mode withNSDL

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form .

• (i) The shareholders should log on to the e-voting website www.evotingindia.com.

• (ii) Click on “Shareholders” module.

• (iii) Now enter your User ID

• a. For CDSL: 16 digits beneficiary ID,

• b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

• c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• (iv) Next enter the Image Verification as displayed and Click on Login.

• (v) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

34

NOVA AGRITECH LIMITED

Corporate Overview

Financial Statements

Statutory Reports

(vi) If you are a first-time user follow the steps given below:

	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders
	as well as physical shareholders)
	• Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use
	the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in
ORDate of Birth (DOB)	the company records in order to login.
	• If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details feld.

• (vii) After entering these details appropriately, click on “SUBMIT” tab.

• (viii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (ix) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (x) Click on the EVSN for the Company “ Nova Agritech Limited ” on which you choose to vote.

• (xi) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (xii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (xiii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• (xiv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (xv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• (xvi) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• (xvii) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

(xviii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

• It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively, Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer at ramanareddyllm@gmail.com/psrmrr2020@gmail.com and to the Company at the email address at cs@novaagri.in, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

35

Annual Report 2024-25

Notes (Contd.)

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM/EGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

1. The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned above for e-voting.

2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.

3. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM/EGM.

4. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

5. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

6. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

7. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance at least 7 (seven) days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 7 (seven) days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). These queries will be replied to by the company suitably by email.

8. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

9. Only those shareholders, who are present in the AGM/EGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the EGM/AGM.

10. If any Votes are cast by the shareholders through the e-voting available during the EGM/AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders may be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. All the shareholders of the company are holding shares in dematerialized form. Please update your email id & mobile no. with your respective Depository Participant (DP)

2. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 21 09911.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25[th] Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call toll free no. 1800 21 09911.

36

NOVA AGRITECH LIMITED

Corporate Overview

Financial Statements

Statutory Reports

CONTACT DETAILS

Company Nova Agritech Limited Phone: +91 84 5425 3446 Email: cs@novaagri.in Registrar and Transfer Agent Bigshare Services Private Limited Phone: 040 - 23374967 Email: bsshyd1@bigshareonline.com Virtual Meeting / e-Voting Agency Central Depository Services (India) Limited Toll Free No.: 1800 21 09911 Email: helpdesk.evoting@cdslindia.com Scrutinizer Mr. M Ramana Reddy Practicing Company Secretary Phone: 9059779006 Email: ramanareddyllm@gmail.com/ psrmrr2020@gmail.com

37 Annual Report 2024-25

Explanatory Statement

(Pursuant to Section 102 of the Companies Act, 2013)

ITEM NO. 3:

Mr. Kiran Kumar Adapa, aged 54 years, is the Non-Executive Independent Director of the Company. He is a Bachelor of Science in Horticulture from Andhra Pradesh Agricultural University (1994) and Doctorate of Philosophy (Horticulture) from Dr. Y. S. R. Horticultural University (2011). With a work experience of 26+ years as a Scientist (Horticulture), he has done extensive research in vegetables, fruits and postHarvest management. He has been a Professor to students of BSc (Horticulture), PG and PhD fruit crops subjects (Nursery management, Production and post-harvest technology management). Presently, he is working as an Officer on special duty for oil palm development in Telangana Oilfed and Assisting Department of Horticulture, Telangana State in postharvest management and marketing of mangoes.

Based on the recommendation of the Nomination and Remuneration Committee, and the consent and disclosures from the appointee, subject to approval of members, the Board of Directors, in their meeting held on 9[th] August, 2025 , recommended the re-appointment of Mr. Kiran Kumar Adapa (DIN: 09087754) as a Non-Executive Independent Director of the Company, w.e.f. 17[th] March, 2026 to 16[th] March, 2031, not liable to retire by rotation.

The Company has received the necessary declaration(s) from him, confirming that he meets the criteria as provided under Section 149(6) of the Companies Act, 2013, and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015. In terms of Regulation 25(8) of SEBI (LODR) Regulations, 2015, he has confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties. He is not disqualified from being appointed as a Director within provisions of Section 164 of the Companies Act, 2013, and rules made thereunder nor debarred from holding the office of Director by virtue of any SEBI order or any other such authority. Further, he has also confirmed that he is compliant with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to his registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Declaration pursuant to NSE Circular No. NSE/ CML/2018/24 dated June 20, 2018 has been obtained that the Director is not debarred from holding office of a director by virtue of any order passed by the Securities and Exchange Board of India or any other such authority.

In the opinion of the Board, Mr. Kiran Kumar Adapa fulfils the conditions for his re-appointment as an Independent Director, as specified in the Act and SEBI guidelines, and is independent of the management. Your Board believes that Mr. Kiran Kumar Adapa continuation on the Board will support in broadening the overall expertise of the Board. A copy of the appointment letter, setting out the terms and conditions of his appointment shall be available on the

website of the Company at www.novaagri.in and will be available for inspection, without any fee, by the Members at the Company’s corporate office during business hours on working days up to the date of Annual General Meeting and also at the Meeting.

The brief resume and additional information of appointee, in pursuance of the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India have been given in Annexure A to the Notice.

Your Board of Directors recommends the Resolution at Item No. 3 for approval by the Members by way of Special Resolution.

Except Mr. Kiran Kumar Adapa (DIN: 09087754) being the appointee Director and his relatives, none of the Directors and/or and other Key Managerial personnel of the Company and their relatives are in anyway concerned or interested financially or otherwise in the respective Resolution, set out at Item No. 3 of this Notice.

ITEM NO. 4:

In pursuance of Section 203 of the Companies Act, 2013 and Regulation 24A of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, the Company is required to obtain a Secretarial Audit Report from a Company Secretary in practice, which shall form part of its Board Report.

Regulation 24A of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015 stipulates the requirement of appointing a Company Secretary in Practice or a firm of Company Secretary(ies) in practice who shall be a Peer Reviewed, for a period of not more than one term of five consecutive years in case of an individual; or for a period of not more than two terms of five consecutive years in case of a Secretarial Audit firm as Secretarial Auditor, with the approval of its shareholders in its Annual General Meeting, to conduct the Secretarial Audit of the Company.

Accordingly, the Board of Directors of the Company, considering the experience, competency, efficiency, independence, etc. and on the recommendation of the Audit Committee, at its meeting held on 5[th] May, 2025, subject to approval of members of the Company in the ensuing AGM , has appointed P. S. Rao & Associates , Practicing Company Secretaries as Secretarial Auditors for a period of 5 years commencing from FY 2025-26 till FY 2029-30, at a remuneration of ` 3,00,000/- (plus applicable taxes) for the FY 2025-26 and at such remuneration as may be decided by the Board of Directors of the Company in consultation with the Secretarial Auditors, for subsequent years.

P. S. Rao & Associates, Practicing Company Secretaries, was established in 1994. Since its inception, the firm has been dedicated to providing comprehensive secretarial, legal, and

38

NOVA AGRITECH LIMITED

Corporate Overview

Financial Statements

Statutory Reports

consultancy services to diverse clients and is specialized in Corporate Laws, Corporate Governance, Secretarial Audits, Compliances etc. With over three decades of experience, the team at P. S. Rao & Associates comprises experienced professionals, in delivering various aspects of corporate affairs.

P. S. Rao & Associates, is a peer reviewed firm in terms of the SEBI (LODR) Regulations, 2015 and guidelines issued by the Institute of Company Secretaries of India (ICSI) and also meets the eligibility criteria as enumerated under Regulation 24A (1A) of the Listing Regulations.

The firm has given its consent to act as the Secretarial Auditor of the Company and has confirmed that the said appointment, if made, will be in accordance with the conditions prescribed under the Companies Act, 2013, SEBI (LODR) Regulations, 2015 including any statutory modification(s) and reenactment thereof and guidelines issued by the Institute of Company Secretaries of India.

None of the Directors/Key Managerial Personnel of the Company/their relatives are in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 4 of the Notice.

Based on the recommendation of the Audit Committee, the Board recommends the Ordinary Resolution set forth at Item No. 4 of the Notice for approval by the Members.

ITEM NO. 5:

In pursuance of Section 148 of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the Company is required to appoint a cost auditor to audit the cost records of the applicable products of the Company.

The Board of Directors of the Company, on the recommendation of the Audit Committee, at its meeting held on 5[th] May, 2025 , considered and approved the reappointment of M/s M P R & Associates, Cost Accountants (Firm Reg. No. 000413) as the cost auditor for the financial year 2025-26 at a remuneration of ` 1,00,000/- per annum plus applicable taxes and reimbursement of out of pocket expenses, for FY 2025-26.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor needs to be ratified by the Members of the Company. Accordingly, consent of the Members is sought for ratification of the remuneration payable to the Cost Auditor for the year 2025-26.

None of the Directors/Key Managerial Personnel of the Company/their relatives are in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 5 of the Notice.

Based on the recommendation of the Audit Committee, the Board recommends the Ordinary Resolution set forth at Item No. 5 of the Notice for approval by the Members.

ITEM NO. 6:

Pursuant to the provisions of Section 188(1) and 177 of the Companies Act, 2013 (the ‘Act’), read along with Rule 15 and 6A of the Companies (Meetings of Board and its Powers) Rules, 2014, the Related Party Transactions as mentioned in clause (a) to (g) of the said section, require prior approval of the Board and approval of the Audit Committee, and subsequently the members of the Company, which exceed such sum as are specified in Rule 15(3) of the said rules.

Further, as required in Regulation 23 of SEBI (LODR) Regulations, 2015, all material Related Party Transactions require the approval of the shareholders. A transaction with a related party shall be considered material, if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds ` 1,000 crores or 10% of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower.

However, the said approval of shareholders for material Related Party Transactions is not required for the transactions entered into between a holding company and its whollyowned subsidiary, whose accounts are consolidated with such holding company and placed before the shareholders at the general meeting for approval, in terms of Regulation 23(5) of SEBI (LODR) Regulations, 2015.

In view of the changes in the threshold for determining the related party transactions that require prior shareholder approval, and to facilitate seamless contracting and rendering/availing of products and services between the Company and related parties, the Company seeks the shareholders’ approval for the said transactions by way of Ordinary Resolution, to approve entering into contracts/ arrangements within the thresholds and conditions mentioned below.

All the contracts/arrangements and the transactions with “related parties” are reviewed and approved by the Audit Committee in its meeting held on 11[th] February, 2025.

39 Annual Report 2024-25

Explanatory Statement (Contd.)

The particulars of Related Party Transactions, which are required to be stated in Explanatory Statement, as per Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

					[Amounts are in INR Lakhs]
Related Party Transactions u/s Section	Nova Agri Sciences	Nova Agri Seeds		Suraksha Agri	Zeit Systems
188(1) of the Companies Act, 2013	Private Limited	India Private Limited		Retails India Private
				Limited
Nature of Relationship	Wholly-Owned	Wholly-Owned		Promoter Company	Proprietorship of
	Subsidiary	Subsidiary			Director
	1. Malathi Sirirpurapu	1. Malathi Siripurapu		1. Malathi Sirirpurapu Rajesh Cherukuri
	2. Kiran Kumar	2. Kiran Kumar		2. Kiran Kumar
	Atukuri	Atukuri		Atukuri
	3. Rajesh Cherukuri	3. Rajesh Cherukuri		3. Rajesh Cherukuri
	4. Ramesh Babu	4. Ramesh Babu
Name of interested Director(s)/ KMP	Nemani	Nemani
Sale or supplyof any goods or materials	3500	1000		1500 1500
Purchase of any goods or materials	3500	1000		1500 1500
Availing or rendering of any services,	1000		100		- -
directlyor through appointment of agent
Selling or otherwise disposing of or	2500		500		- -
buying propertyof anykind
Leasingofpropertyanykind	25		10		- -
#Investment:
For WorkingCapital	1227.31		-		- -
GivingLoans	2500		500
TOTAL	14252.31	3110		3000 3000

# Investment proposed in the subsidiary from the net proceeds to be received through IPO.

Material terms of the aforesaid transactions:

• 1) These transactions are based on sales / purchase orders issued from time to time, and prices are negotiated and agreed mutually based on product specification.

• 2) Going forward, your Company expects significant growth in business volumes with certain related parties, as a result of which transactions with those related parties may become material related party transactions. Right now, all these transactions are not material in nature, carried on with due approval of the Audit Committee.

• 3) All such transactions carried may or may not be in the ordinary course of business and at arm’s length basis.

• 4) The limits mentioned above are for each category of transaction.

The Board recommends the resolution set forth in item no. 6 of the notice for approval of the members by passing an Ordinary Resolution. All related parties of the Company shall abstain from voting on the said resolution, pursuant to Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 .

Mrs. Malathi Siripurapu, Mr. Kiran Kumar Atukuri, Mr. Rajesh Cherukuri and Mr. Ramesh Babu Nemani are interested in the resolution set out in Item No. 6 of the Notice, with regard to this resolution.

No Director, except the one mentioned hereinabove, and Key Managerial Personnel or their relative is, directly or indirectly, concerned or interested, financially or otherwise, in the resolution as set out in Item No. 6 of the Notice.

ITEM NO. 7:

Pursuant to Regulation 23(4) of SEBI (LODR) Regulations, 2015, all material Related Party Transactions of Material Subsidiaries require the approval of the shareholders. A transaction with a related party shall be considered material, if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds ` 1,000 crores or 10% of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower.

However, the said approval of shareholders for material Related Party Transactions is not required for the transactions entered into between a holding company and its whollyowned subsidiary, whose accounts are consolidated with such holding company and placed before the shareholders at the general meeting for approval, in terms of Regulation 23(5) of SEBI (LODR) Regulations, 2015.

In view of the changes in the threshold for determining the related party transactions that require prior shareholder approval, and to facilitate seamless contracting and rendering/ availing of products and services between the Company and related parties, the Company seeks the shareholders’ approval for the said transactions by way of Ordinary Resolution, to approve entering into contracts/arrangements within the thresholds and conditions mentioned below.

40

NOVA AGRITECH LIMITED

Corporate Overview

Financial Statements

Statutory Reports

All the contracts/arrangements and the transactions of material subsidiary(ies) with “related parties” are reviewed and approved by the Audit Committee in its meeting held on 11[th] February, 2025.

The particulars of Material Related Party Transactions, pertaining to Material Subsidiary(ies) are as follows:

				[Amounts are in INR Lakhs]	[Amounts are in INR Lakhs]
Related Party Transactions u/s Section	Nova Agritech	Nova Agri Seeds		Suraksha Agri	Zeit Systems
188(1) of the Companies Act, 2013	Limited	India Private Limited		Retails India Private
				Limited
Nature of Relationship	Holding Company	Associate Company		Associate Company	Proprietorship of
					Director
	1. Malathi Sirirpurapu	1. Malathi Sirirpurapu		1. Malathi Sirirpurapu	Rajesh Cherukuri
	2. Kiran Kumar	2. Kiran Kumar		2. Kiran Kumar
	Atukuri	Atukuri		Atukuri
	3. Rajesh Cherukuri	3. Rajesh Cherukuri		3. Rajesh Cherukuri
	4. Ramesh Babu	4. Ramesh Babu
Name of interest Director(s)/KMP	Nemani	Nemani
Sale, purchase or supply of any goods or	3500	1000		1000 1000
materials
Purchase of any goods or materials	3500	1000		1000 1000
Availing or rendering of any services,	1000		100		- -
directly or through appointment of agent
Selling or otherwise disposing of or	2500		500		- -
buying property of any kind
Total	10500	2600		2000 2000

Material terms of the aforesaid transactions:

• 1) These transactions are based on sales / purchase orders issued from time to time, and prices are negotiated and agreed mutually based on product specification.

• 2) Going forward, your Company expects significant growth in business volumes with certain related parties, as a result of which transactions with those related parties may become material related party transactions. Right now, all these transactions are not material in nature, carried on with due approval of the Audit Committee.

• 3) All such transactions carried may or may not be in the ordinary course of business and at arm’s length basis.

• 4) The limits mentioned above are for each category of transaction.

The Board recommends the resolution set forth in item no. 7 of the notice for approval of the members by passing an Ordinary Resolution. All related parties of the Company shall abstain from voting on the said resolution, pursuant to Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 .

Mrs. Malathi Siripurapu, Mr. Kiran Kumar Atukuri, Mr. Rajesh Cherukuri and Mr. Ramesh Babu Nemani are interested in the resolution set out in Item No. 7 of the Notice, with regard to this resolution.

No Director, except the one mentioned hereinabove, and Key Managerial Personnel or their relative is, directly or indirectly, concerned or interested, financially or otherwise, in the resolution as set out in Item No. 7 of the Notice.

Place: Singannaguda By Order of the Board Date: 9[th] August, 2025 For , Nova Agritech Limited Sd/- Neha Soni Company Secretary & Compliance Officer

41

Annual Report 2024-25

Explanatory Statement (Contd.)

“Annexure - A”

Details of Directors seeking appointment/ re-appointment at the forthcoming Annual General Meeting

[Pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of Secretarial Standards-2 on General Meetings]

==> picture [495 x 541] intentionally omitted <==

----- Start of picture text -----

Name Mr. Kiran Kumar Adapa Mrs. Malathi Siripurapu
DIN 09087754 03033944
Date of Birth 11/06/1971 10/02/1979
Date of appointment on the Board of the 17/03/2021 17/03/2021
Company
Background Details/ Brief Resume
i) Age 54 46
ii) Qualification • Bachelor of Science in Horticulture • Bachelor of Commerce from Kakatiya
from Andhra Pradesh Agricultural University
University, Andhra Pradesh, India
(1994)
• Doctorate of Philosophy (Horticulture)
from Dr. Y. S. R. Horticultural University,
Andhra Pradesh, India (December,
2011).
iii) Experience in specific functional area • 26+ years’ experience of research in • 10+ Years of Experience in managing
vegetables, fruits and post-Harvest the financial activities and operations
management. of agriculture and agro-product
• Professor to students of BSc industry
(Horticulture), PG and PhD fruit crops
subjects (Nursery management,
Production and post-harvest
technology management).
• Presently, working an Officer on
special duty for oil palm development
in Telangana Oilfed and Assisting
Department of Horticulture, Telangana
State in postharvest management and
marketing of mangoes
Nature of expertise in specific functional Agriculture Agriculture
Areas
Job profile and suitability to the company Experience and expertise as stated above Experience and expertise as stated above
Recognition or awards - -
Terms and conditions of Appointment/ Re- As mentioned in the Resolution and As per Resolution and Explanatory
appointment Explanatory Statement statement of current tenure
Remuneration, last drawn (including sitting Sitting Fee as paid to all the Directors 271.83 Lakhs<br>fees, if any)<br>Remuneration proposed to be paid As mentioned in the Explanatory Statement No Change<br>Pecuniary relationship in the Company Mr. Kiran Kumar Adapa does not have Nil<br>any other pecuniary relationship in the<br>Company, except sitting fee being paid to<br>him.<br>Shareholding in the Company as on Nil 84,21,620 Shares of 2/- Each
31 March 2025 constituting 9.10%
Names of other companies in which he/she Nil 1. Nova Dairy Tech India Private Limited
is acting as Director 2. Suraksha Agri Retails (India) Private
Limited
3. Nova Health Sciences Private Limited
----- End of picture text -----*

42

NOVA AGRITECH LIMITED

Corporate Overview

Financial Statements

Statutory Reports

Name	Mr.	Kiran Kumar Adapa	Mrs. Malathi Siripurapu	Mrs. Malathi Siripurapu
Directorship/membership/chairmanship of	Membership in following Committees:		Membership in following Committees:
Committees of the board of Company	1.	Audit Committee	1.	Whole-Time-Director of the Company.
	2.	Stakeholders’ Relationship Committee	2.	No membership in any Committee.
	3.	Nomination & Remuneration
		Committee
	4.	Corporate Social Responsibility
		Committee
	5.	IPO Committee
Names of listed entities in which the	Nil		Nil
person, also, is a director/ member /
chairperson of committees of other Boards
as on 31 March 2025
Number of meetings attended during the	All 7 Board meetings		5 Board Meetings
fnancialyear
Comparative remuneration profle with	NA		NA
respect to industry, size of the Company,
profle of the position, and person (in case
of expatriates the relevant details would be
with respect to the countryof origin)
Name(s) of companies in which committee	Nil		Nil
Membership(s)held
Relationshipwith other directors	No Relationshipwith other Director		No Relationshipwith other Director

* As per disclosure received from the Director

Place: Singannaguda By order of Board of Directors of Date: 9[th] August, 2025 Nova Agritech Limited Sd/- Neha Soni Company Secretary & Compliance Officer

Registered Office:

Sy.No.251/A/1., Singannaguda Village Mulugu Mandal, Medak, Siddipet - 502279,

Telangana, India Email: cs@novaagri.in Website: www.novaagri.in

43 Annual Report 2024-25