Directors Report of Kaveri Seed Company Ltd.

Mar 31, 2025

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)

S.No.	Particulars	Standalone		Consolidated
		March 31, 2025	March 31,2024	March 31,2025	March 31, 2024
1	Revenue from operations	1,12,156.69	1,06,243.14	1,20,497.04	1,14,840.52
2	Profit before finance cost, depreciation and tax expense	32,282.81	33,663.22	33,724.01	34,902.98
3	Finance Cost	901.16	23.58	19.00	24.39
4	Profit before depreciation and tax expense	31,381.65	33,639.64	33,705.01	34,878.59
5	Depreciation	3,749.05	2,618.87	3,983.11	2,801.24
6	Profit before exceptional items and tax	27,632.60	31,020.77	29,721.90	32,077.35
7	Exceptional items	-	-	-	-
8	Profit before Tax Expense	27,632.60	31,020.77	29,721.90	32,077.35
9	Tax Expense	1,111.89	1,720.54	1,493.78	2,089.24
10	Profit after Tax Expense	26,520.71	29,300.23	28,228.12	29,988.11
11	Non-controlling interests	-	-	95.43	113.97
12	Profit after tax expense after non-controlling interests	26,520.71	29,300.23	28,132.69	29,874.14
13	Add: Surplus at the beginning of the year	1,21,136.62	1,34,489.72	1,24,571.02	1,37,309.51
14	Total Available for appropriation	1,47,657.33	1,63,789.95	1,52,703.71	1,67,183.65
Appropriations
15	Dividend including taxes	2,571.95	2,796.09	2,556.97	2,755.24
16	Transfer to general reserve	1000.00	1,000.00	1,000.00	1000.00
17	Utilized for Buyback	-	38,797.69	-	38,797.67
18	Transferred to Capital Redemption Reserve	-	89.66	-	89.66
19	Amortization of Interest on loan to employee trust	-	-	-	-
20	Others	(386.60)	(30.11)	(386.60)	(29.97)
	Total Appropriations	3,185.35	42,653.33	3,170.37	42,612.61
21	Surplus carried to Balance Sheet	1,44,471.98	1,21,136.62	1,49,533.35	1,24,571.02

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

---

Mar 31, 2024

The Directors have pleasure to present their 37th 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 2024.

FINANCIAL PERFORMANCE REVIEW

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

STANDALONE AND CONSOLIDATD FINANCIAL HIGHLIGHTS: (In H Lakhs)

S.No.	Particulars	Standalone		Consolidated
		March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
1	Revenue from operations	1,06,243.14	1,00,056.43	1,14,840.52	1,07,035.53
2	Profit before finance cost, depreciation and tax expense	33,663.22	29,694.08	34,902.98	30,663.06
3	Finance Cost	23.58	18.20	24.39	18.84
4	Profit before depreciation and tax expense	33,639.64	29,675.88	34,878.59	30,644.22
5	Depreciation	2,618.87	1,950.45	2,801.24	2,054.78
6	Profit before exceptional items and tax	31,020.77	27,725.43	32,077.35	28,589.44
7	Exceptional items	-	-	-	-
8	Profit before Tax Expense	31,020.77	27,725.43	32,077.35	28,589.44
9	Tax Expense	1,720.54	1,020.98	2,089.24	1,324.95
10	Profit after Tax Expense	29,300.23	26,704.45	29,988.11	27,264.49
11	Non-controlling interests	-	-	113.97	91.94
12	Profit after tax expense after non-controlling interests	29,300.23	26,704.45	29,874.14	27,172.55
13	Add: Surplus at the beginning of the year	1,34,489.72	1,25,384.96	1,37,309.51	1,27,701.64
14	Total Available for appropriation Appropriations	1,63,789.95	1,52,089.41	1,67,183.65	1,54,874.19
15	Dividend including taxes	2,796.09	2,332.87	2,755.24	2,297.85
16	Transfer to general reserve	1,000	1,000.00	1,000	1000.00
17	Utilized for Buyback	38,797.69	14,219.30	38,797.67	14,219.30
18	Transferred to Capital Redemption Reserve	89.66	48.00	89.66	48.00
19	Amortization of Interest on loan to employee trust	-	-	-	-
20	Others	(30.11)	(0.48)	(29.97)	(0.48)
	Total Appropriations	42,653.33	17,599.69	42,612.61	17,564.67
21	Surplus carried to Balance Sheet	1,21,136.62	1,34,489.72	1,24,571.02	1,37,309.51

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 H106243.14 Lakhs and net profit of H29300.23 Lakhs on Standalone basis. During the same period, the Consolidated Revenue was H114840.52 Lakhs and net profit after non-controlling interests was H29874.14 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.

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 08th November 2023, declared an Interim Dividend @ 250% on the paid-up Equity Share Capital (i.e., H5/- per equity share of the face value of H2/-per share) for the financial year 31st March 2024, which was paid to the shareholders in November 2023.

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 H10.00 Crores to the general reserve for the financial year ended 31st March 2024 under the provisions of Companies Act, 2013 and Rules there under.

BUYBACK OF EQUITY SHARES

In line with the practice of returning free cash flow to the shareholders, during the financial year 2023-24 the Company has completed its Sixth buy-back of 44,82,758 Equity Shares at price of H725/- per Equity Share on proportionate basis through tender offer route for an aggregate consideration of H325.00 Crores. The offer size of the Buyback was 23.31% of the aggregate paid up equity share capital and free reserves of the Company and represented 8.01% of the total issued and paid up equity share capital of the Company. The buyback process was completed on 06th March, 2024 and the shares were extinguished on 18th March 2024.

SHARE CAPITAL

During the year, there was change in the Paid-up Share Capital of the Company.

The paid up Equity Share Capital of the Company as on 31st March 2024 was H1028.78 Lakhs (5,14,39,071 Equity Shares of H2/- each). During the year under review, the Company has bought back 44,82,758 equity shares of the Company.

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 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 2024. 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, 2024. 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 the Company has incorporated Kaveri Seed Company Bangladesh Private Limited is a wholly owned subsidiary of the Company in Bangladesh is engaged and extending the business opportunities of the Company.

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 the Company has obtained prior approval for material related party transaction with Aditya Agritech Private Limited as subsidiary of the Company, nevertheless there are no material related party transactions, during the year under review, 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 2024 can be accessed at Company''s website on https://www.kaveriseeds.in/wp-content/ uploads/2023/08/MGT-9.pdf

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed M/s. L.D.Reddy & Co., a firm of Company Secretaries in Practice (C.P.No.3752) as Secretarial Auditors to conduct Secretarial Audit of the Company for the financial year ended 31st March 2024. The Secretarial Audit Report issued by M/s. L.D.Reddy & Co, Practicing Company Secretaries in Form MR-3 is annexed to this Board''s Report as Annexure - A.

The Secretarial auditors Report does not contain any qualifications, reservation or adverse remarks.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year 202324 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 2024. 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. K. Purushotham (Chairman), Dr. S.Raghuvardhan Reddy, Mrs. M. Chaya Ratan 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. K. Purushotham, Chairman, Dr. S. Raghuvardhan Reddy and Mrs. M. Chaya Ratan 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 Mr. Dr. S.Raghuvardhan Reddy, 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, 2024, 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 31,2024 are: Mr. G.V.Bhaskar Rao, Chairman & Managing Director, Mr. K.V. Chalapathi Reddy, Chief Financial Officer and Mrs. V.Sreelatha, Company Secretary.

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 this report) are as under: Dr. S.Raghuvardhan Reddy, Dr.S.M.Ilyas, Mr. K. Purushotham, Mrs. M.Chaya Ratan and Dr. R.R.Hanchinal.

The Shareholders of the Company have approved the reappointment of Mrs. Musinipally Chaya Ratan (08085687) as an Independent Director of the Company for a period of 5 years i.e., from 24th May 2023 to 23rd May 2028 through a postal ballot held on 18th August, 2023.

Changes in Directors:

Cessation/Completion of Tenure: Dr. Raghuvardhan Reddy Suravaram (DIN: 01992206), Dr. Syed Mohammed Ilyas (DIN: 03542011) and Mr. Purushotam Kalakala (DIN: 01540645) will cease to be Independent Directors of the Company, with effect from close of working hours on 17th September, 2024 upon completion of their second term of directorship. The Board placed on record its appreciation of the valuable services rendered by Dr. Raghuvardhan Reddy Suravaram, Dr. Syed Mohammed Ilyas and Mr. Purushotam Kalakala as Independent Directors.

Appointment of Mr. Narsing Rao Singayapally (DIN: 00800362), Mr. Krishna Mohan Prasad (DIN: 09563997) and Dr. Rajesh Kumar Mittal (DIN:10738205) as Non-Executive Independent

Directors of the Company approved in the Board Meeting held on 12th August 2024 for a term of 5 (five) years with effect from 18th September, 2024 to 17th September, 2029, subject to approval of the shareholders at the ensuing Annual General Meeting.

Director(s) retiring by rotation:

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

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

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

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has, inter alia, received the following declarations from all the Independent Directors as prescribed under subsection (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. they meet the criteria of independence as prescribed under the provisions of the Act, read with Schedule IV and Rules issued thereunder, and the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company;

b. they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act;

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, commission 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 Mr. K. Purushotham, Independent Director on 2nd February 2024, 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.

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 six Board Meetings and Four Audit Committee Meetings were convened and held. The dates on which the Board Meetings were held on 23rd May 2023,19th July 2023, 14th August 2023, 08th November 2023, 05th January 2024 and 02nd Februarys 2024. The dates on which the Audit Committee Meetings were held on 23rd May 2023, 14th August 2023, 08th November 2023 and 02nd February 2024. The details of attendance of meetings held during the Financial Year 202324 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, 2024 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, 2024, there has been no noncompliance 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 recognizes and embraces the importance of a diverse board in its success. The Board has adopted the Board Diversity Policy which sets out the approach to diversify the Board of Directors. The Board Diversity Policy is available on the Company''s website https://www.kaveriseeds.in/wp-content/ uploads/2021/02/Policv-on-Board-Diversitv.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/images/pdf/ images/Nomination-and-Remuneration-Policy.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. S. Raghuvardhan Reddy 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.

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 2024 a total of 8,13,886 Equity Share (Eight Lakhs Thirteen Thousand Eight Hundered Eighty Six 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 59605 options were exercised. In this grant aggregating the total 65,605 options exercised as on 31.03.2024.

Further, the Nomination and Remuneration Committee at their meeting held on 25.03.2021 has granted 2,49,975 options @ H450/- 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 31.03.2024.

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/wp-content/uploads/2024/08/ESOP-

Disclosue-to-Directors-Report-2024.pdf

The Board of Directors of the Company at its meeting held on 22nd May 2024, formulated the new scheme of Kaveri Employee Stock Option Plan 2024 (ESOP 2024) to be implemented through the Kaveri Employees Trust (Trust) subject to the approval of the members at the ensuing Annual General Meeting of the Company and such other regulatory/statutory approvals as may be necessary, 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 their efforts in building the growth and the profitability of the Company. 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.. The ESOP Plan 2024 is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014.

STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL

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 31.03.2024 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 https://www.kaveriseeds.in/wp-content/uploads/2024/09/Kaveri-Seed-Company-Limited-BRSR 06.09.2024 without-navigation. 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 2023-24 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 31,2024 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.

DISCLOSURE UNDER THE 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. During the year under review, no complaints have been received under the policy.

No of Complaints Received : Nil No of Complaints disposed off : NA

The said policy is available on the website of the company. https://www.kaveriseeds.in/images/pdf/images/sexual-harrasment-policy.pdf

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.

INITIATIVES FOR STAKEHOLDER RELATIONSHIP

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 1342 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.

INDUSTRIAL RELATIONS:

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: 12.08.2024 G.V.BHASKAR RAO G.VANAJA DEVI

Place: Secunderabad Managing Director Whole time Director

---

Mar 31, 2023

The Directors have pleasure to present their 36th Annual Report and the audited Annual Accounts for the year ended 31st March 2023.

STANDALONE AND CONSOLIDATD FINANCIAL HIGHLIGHTS:

PERFORMANCE REVIEW

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

					(In Rs. Lakhs)
S.	Particulars	Standalone		Consolidated
No.		March 31, 2023	March 31, 2022	March 31, 2023	March 31, 2022
1	Revenue from operations	1,00,056.43	91500.02	1,07,035.53	96,998.16
2	Profit before finance cost, depreciation and tax expense	29,694.08	23,840.59	30,663.06	24,381.05
3	Finance Cost	18.20	12.10	18.84	12.74
4	Profit before depreciation and tax expense	29,675.88	23,828.49	30,644.22	24,368.31
5	Depreciation	1,950.45	2,010.45	2,054.78	2,093.12
6	Profit before exceptional items and tax	27,725.43	21,818.04	28,589.44	22,275.19
7	Exceptional items	-	-	-	-
8	Profit before Tax Expense	27,725.43	21,818.04	28,589.44	22,275.19
9	Tax Expense	1020.98	927.73	1,324.95	995.51
10	Profit after Tax Expense	26,704.45	20,890.31	27,264.49	21,279.68
11	Non-controlling interests	-	-	91.94	34.49
12	Profit after tax expense after non-controlling interests	26,704.45	20,890.31	27,172.55	21,245.19
13	Add: Surplus at the beginning of the year	1,25,384.96	1,20,453.42	1,27,701.64	1,22,380.04
14	Total Available for appropriation Appropriations	1,52,089.41	1,41,343.73	1,54,874.19	1,43,625.23
15	Dividend including taxes	2,332.87	2332.87	2,297.85	2297.69
16	Transfer to general reserve	1000.00	1000.00	1000.00	1000.00
17	Utilized for Buyback	14,219.30	12589.82	14,219.30	12589.82
18	Transferred to Capital Redemption Reserve	48.00	40.15	48.00	40.15
19	Amortization of Interest on loan to employee trust	-	-	-	-
20	Others	(0.48)	(4.07)	(0.48)	(4.07)
	Total Appropriations	17,599.69	15,958.77	17,564.68	15,923.59
21	Surplus carried to Balance Sheet	1,34,489.72	1,25,384.96	1,37,309.51	1,27,701.64

COMPANY’S AFFAIRS:

Operations:

During the year under review, the Company has achieved revenue of H 1,00,056.43 Lakhs and net profit of H 26,704.45 Lakhs on Standalone basis. During the same period, the Consolidated Revenue was H 1,07,035.53 Lakhs and net profit after noncontrolling interests was H 27,172.55 Lakhs.

Indian Agriculture Sector

In FY23, India’s agricultural product exports demonstrated a noteworthy growth of 9%, reaching a total value of US$ 26.3 billion compared to the preceding fiscal year. This was primarily driven by substantial increases in the shipment of rice, fruits, vegetables, livestock, and dairy products. This exceeded the target set by the Agricultural and Processed Food Products Exports Development Authority (APEDA), surpassing US$ 23.56 billion. Fresh and processed fruits and vegetables exhibited an impressive export growth of 18.8%, amounting to US$ 3.8 billion, while the export of cereals, preparations, and processed food products experienced a notable ascent of 20% to US$ 4.3 billion in the fiscal year 2022-23.

India has upheld its position as the world’s leading rice exporter, with a substantial 45% share in the global grain trade. This is underscored by competitive pricing, a near-record high rice supply, and an impressive 15% YoY increase in rice exports, reaching a record US$ 11.1 billion.

Key Growth Drivers

• PM Kisan Scheme - The central sector PM Kisan scheme supplements the financial needs of land-holding farmers by providing a yearly benefit of H 6,000 directly to their bank accounts through the Direct Benefit Transfer (DBT) system. In the payment cycle of April-July 2022-23, around 11.3 crore farmers benefited from the scheme, offering total assistance of over H 2 million to numerous farmers in a span of three years.

• Agriculture Infrastructure Fund (AIF) - Established for the period 2020-21 to 2032-33, the AIF facilitates financing for agricultural infrastructure. With an allocation of H 1 lakh crore for 2020-21 to 2025-26, the fund also provides interest subvention and credit guarantee assistance until 2032-33. Since its inception, the AIF has sanctioned H 13,681 crore for more than 18,133 agricultural infrastructure projects across the country.

• PM Fasal Bima Yojana (PMFBY) - The world’s largest crop insurance scheme by farmer enrolments, the PMFBY records an average of 5.5 crore applications annually. Farmers only bear a minimal financial burden, contributing 1.5 percent and 2 percent of the total premium for the Rabi and Kharif seasons respectively, while the majority of the premium cost is covered by the Central and State Governments. Over the past six years, farmers paid a premium of H 25,186 crore and received claims totaling H 1.2 lakh crore.

• Agricultural credit target - The Agricultural Credit Target is set to rise to H 20 lakh Crores, focusing on fisheries, animal husbandry, and dairying. This entails introducing the PM Matsya Sampada Yojana with an H 6000 crore outlay to enhance value chain efficiency in these sectors.

• Digital ecosystem upscaling - The development of an open-source, interoperable public infrastructure for agriculture aims to improve access to credit, insurance, market intelligence, and support for the growth of agri-tech industries and startups. An allocated budget of H 2,516 Crore is earmarked for the computerisation of 63,000 Primary Agriculture Credit Societies, enhancing operational efficiency and business diversification.

• Budget growth - Over the past decade (fiscal year 2013 to fiscal year 2023), the budget has shown a Compound Annual Growth Rate (CAGR) of 11%. Notably, the allocation towards the agriculture sector and rural development has exhibited a CAGR of approximately 12%. This underscores the government’s dedicated investment in promoting agriculture sector growth and enhancing living standards in rural areas.

Indian Seed Industry

The Indian seed industry has demonstrated substantial growth, expanding to a value of USD 6.3 billion in 2022 and anticipated to reach USD 12.7 billion by 2028, driven by a notable CAGR of 12.43% between 2023 and 2028. This growth trajectory is attributed to a confluence of factors, including the country’s burgeoning population and the presence of fertile arable lands across diverse agro-climatic zones. The strategic partnership between public and private sectors, coupled with the commercialisation of agriculture, has further propelled the industry.

Pioneering seed breeders are harnessing advanced digital technologies to empower farmers in managing challenges posed by pests, climate variations, and environmental factors, thus bolstering overall market expansion. The integration of cutting-edge tools such as data science, artificial intelligence, and advanced phenomics within the agricultural sector presents promising opportunities for the seed industry. The Government of India’s proactive role through initiatives like the Integrated Scheme for Oilseeds, Pulses, Oil Palm, and Maize (ISOPOM) and the Rashtriya Krishi Vikas Yojana has fostered an environment of support and growth for both farmers and seed breeders. Complemented by increased research and development investments in crop production, supply chain management, and quality assurance by research institutes, these endeavours are poised to catalyse the Indian seed industry’s trajectory.

Vibrant R&D Division

Kaveri Seeds has solidified its position as a frontrunner in the market by releasing promising agricultural products every year, effectively addressing the aspirations of the farming community while meeting market demands. The noteworthy stability in new product contributions to the volume in FY 2022-2023 can be

largely attributed to the Company’s robust R&D network focused on essential crops. Employing a team of over 165 professionals, including 100 dedicated scientists, the Company consistently endeavours to deliver high-yielding hybrids. Leveraging state-of-the-art biotechnology tools alongside classical plant breeding methods, its advanced laboratory fosters innovation. Additionally, its germplasm bank holds a valuable repository enhancing plant varieties suitable for Indian agricultural conditions.

Research and Development (R&D)

Agricultural science is experiencing rapid advancement through novel and refined biotechnology tools, nurturing innovations and pioneering product development. The Company’s advanced R&D proficiencies facilitate the conception, enhancement, and distribution of cutting-edge products to the market. Throughout its operational history, the Company has elevated both product yield and seed quality, concurrently achieving heightened seed resilience against biotic and abiotic pressures.

Enhancing crop productivity and stress resilience is pivotal for sustainable food production and crop advancement. In pursuit of this objective, Kaveri Seeds adopts essential biotechnological methodologies encompassing marker-assisted breeding (MB), and their harmonious amalgamation with traditional breeding practices. The Company is also planning to work on phonemics to design plant ideotypes that will be resilient to the effects of climate change.

Kaveri Seeds’ resilient foundation in R&D has facilitated the innovation of novel hybrids across various crops including cotton, maize, rice, millets and vegetables. The Company has a consistent history of introducing fresh products, coupled with a robust lineup of offerings meticulously designed to cater to the requirements of the farming community. Leveraging its adeptness in risk management, the Company adeptly navigate through prevailing market fluctuations.

Technical innovations

The Company aims to enhance its returns while expediting the rate of innovation. With a strong commitment to innovating advanced products, it has forged collaborations with both domestic and international institutions to augment its research capabilities.

Plant variety protection

In order to safeguard the Company’s products, several hybrids that were created underwent registration under the provisions of the Protection of Plant Varieties and Farmers Rights Act (PPVFRA). A total of 274 applications have been submitted for the safeguarding of plant varieties in accordance with the provisions outlined in the aforementioned Act.

Germplasm

The germplasm bank of the Company facilitates the strategic formulation and advancement of well-suited crop varieties and

hybrids, tailored to the preferences of both farmers and consumers. Through a robust germplasm foundation across various crops and productive collaborations, the Company effectively acquire cutting-edge technology and germplasm resources, expanding its genetic base for enhanced disease and pest tolerance.

Central Varietal Release Committee

More than 27 hybrids were released and notified by the Central Varietal Release Committee (CVRC), Government of India, and more are to be released soon.

DIVIDEND:

The Board of Directors, at their meeting held on 08th August 2022, declared an Interim Dividend @ 200% on the paid-up Equity Share Capital (i.e., H 4/- per equity share of the face value of H 2/- per share) for the financial year 31st March 2023, which was paid to the shareholders in September 2022.

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 and is also provided as annexure.

TRANSFER OF AMOUNT TO RESERVES

The Company has transferred H 10.00 Crores to the general reserve for the financial year ended 31st March 2023 under the provisions of Companies Act, 2013 and Rules there under.

BUYBACK OF EQUITY SHARES

In line with the practice of returning free cash flow to the shareholders, during the financial year 2022-23 the Company has completed its Fifth buy-back of 23,99,831 Equity Shares at an average price of H 522.40/- per Equity Share for an aggregate consideration of H 125.37 Crores. The offer size of the Buyback was 9.68% of the aggregate paid up equity share capital and free reserves of the Company and represented 4.11% of the total issued and paid up equity share capital of the Company. The buyback process was completed on 27th December, 2022 and the shares were extinguished on 29th December 2022.

SHARE CAPITAL

During the year, there was change in the Paid-up Share Capital of the Company.

The paid up Equity Share Capital of the Company as on 31st March 2023 was H 1118.44 Lakhs (5,59,21,829 Equity Shares of H 2/- each). During the year under review, the Company has bought back 23,99,831 equity shares of the Company.

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 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 2023. 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 subsidiaries as of March 31, 2023. 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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH THE RELATED PARTIES

No material related party transactions, during the year under review, with the 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 2023 can be accessed at Company’s website on https://www.kaveriseeds.in/wp-content/ uploads/2023/08/MGT-9.pdf

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed M/s. L.D.Reddy & Co., a firm of Company Secretaries in Practice (C.P.No.3752) as Secretarial Auditors to conduct Secretarial Audit of the Company for the financial year ended 31st March 2023. The Secretarial Audit Report issued by M/s. L.D.Reddy & Co, Practicing Company Secretaries in Form MR-3 is annexed to this Board’s Report as Annexure - A.

The Secretarial auditors Report does not contain any qualifications, reservation or adverse remarks.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year 2022-23 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, Practising 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 2023. 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. K. Purushotham (Chairman), Dr. S.Raghuvardhan Reddy, Mrs. M. Chaya Ratan 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. K. Purushotham, Chairman, Dr. S. Raghuvardhan Reddy and Mrs. M. Chaya Ratan as Members.

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, 2023, 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 under Section 134(5) of the Companies Act, 2013, with respect to the Directors’ Responsibility Statement, the Board of Directors of the Company hereby confirms:

i) that the applicable accounting standards have been followed in the preparation of the Annual Accounts.

ii) that the Directors have selected such Accounting policies and consistently applied 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 31st March 2023 and of the profit of the Company for that period.

iii) that the Directors have taken proper and sufficient care 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.

iv) that the Directors have prepared the annual accounts on a going concern basis.

v) that the Directors have laid down Internal Financial Controls to be followed by the Company and that the financial controls were adequate and were operating effectively and

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

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, 2023 are: Mr. G.V.Bhaskar Rao, Chairman & Managing Director, Mrs. G.Vanaja Devi, Dr. Gundavaram Pawan, Mr. C. Vamsheedhar and Mr. C. Mithunchand, Whole time Directors, Mr. K.V. Chalapathi Reddy, Chief Financial Officer & Mrs. V.Sreelatha, Company Secretary.

Changes in Directors

Appointment of Dr. Gundavaram Pawan, (DIN : 00768751) as Whole time Director of the Company w.e.f.8th August 2022 approved by the shareholders at their 35th AGM held on 29th September 2022.

Director(s) retiring by rotation:

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

Declaration from Independent Directors

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. All Independent Directors have provided confirmations as contemplated under Section 149(7) of the Act. As required by 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.

During the year under review, the non-executive independent directors of the Company 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/Committees of the Company.

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 Mr. K. Purushotham, Independent Director on 24th January 2023, 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

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 five Board Meetings and Four Audit Committee Meetings were convened and held. The dates on which the Board Meetings were held on 23rd May 2022, 08th August 2022, 27th October 2022, 14th November 2022 and 24th January 2023. The dates on which the Audit Committee Meetings were held on 23rd May 2022, 08th August 2022, 14th November 2022 and 24th January 2023. The details of attendance of meetings held during the Financial Year 2022-23 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 was no change in the nature of business of the company or any of its subsidiaries.

FIXED DEPOSITS:

Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013. Accordingly, no disclosure or reporting is required in respect of details relating to deposits.

BOARD EVALUATION

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 recognizes and embraces the importance of a diverse board in its success. The Board has adopted the Board Diversity Policy which sets out the approach to diversify the Board of Directors. The Board Diversity Policy is available on the Company’s website 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/images/pdf/images/Nomination-and-Remuneration-Policy.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. S. Raghuvardhan Reddy 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

The Company grants 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.

The ESOP Plan involves acquisition of shares, not exceeding 30,00,000 equity shares, from the secondary market through Barclays Wealth Trustees (India) Private Limited as Trustees of Kaveri Employees Trust for implementation and administration.

As on 31st March 2023 a total of 8,73,491 Equity Share (Eight Lakhs Seventy Three Thousand Four Hundred Ninty One 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 2000 options were exercised. In this grant aggregating the total 6000 options exercised as on 31.03.2023.

Further, the Nomination and Remuneration Committee at their meeting held on 25.03.2021 has granted 2,49,975 options @ H 450/-per option to the eligible employees of the Company during the year under ESOP Plan 2018. There are no outstanding options for the year ended 31.03.2023.

Both 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/wp-content/uploads/2023/08/ESOPS.pdf

STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL

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 31.03.2023 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.

DIVIDEND DISTRIBUTION POLICY

The Board has adopted a suitable Policy for Dividend Distribution as per the Regulation 43A of the SEBI (LODR) Regulations 2015. The policy is stated in the Annual Report and has been uploaded on the Company’s website and can be accessed at 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, 2023 to the date of signing of the Director’s Report. There has been no change in the nature of business of the Company.

PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS

The Company 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 are given in the notes to the Financial Statements provided in this annual report.

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

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

RISK MANAGEMENT

Pursuant to the requirement of SEBI (LODR) Regulations 2015, the Company has a risk management committee of the Board consisting of Director Mr. Dr. S.Raghuvardhan Reddy, 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. 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

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 BSE Limited and the National Stock Exchange of India Limited.

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.

ENVIRONMENTAND SAFETY

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.

POLICY ON SEXUAL HARASSMENT

Your Company has 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. During the year under review, no complaints have been received under the policy. The said policy is available on the website of the company. https://www.kaveriseeds. in/images/pdf/images/sexual-harrasment-policy.pdf

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.

INSIDER TRADING CODE

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (‘the PIT Regulations’) on prevention of insider trading, your Company has revised its Code of Conduct for regulating, monitoring and reporting of trading by Designated Persons, in line with the recent amendments brought by SEBI in the PIT Regulations. The said Code lays down guidelines, which advise Designated Persons on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of non-compliances. Your Company has also updated its Code of practices and procedures for fair disclosures of unpublished price sensitive information by including a policy for determination of legitimate purposes.

INITIATIVES FOR STAKEHOLDER RELATIONSHIP

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 1270 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.

INDUSTRIAL RELATIONS:

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.

---

Mar 31, 2018

Dear Members,

Kaveri Seed Company Limited

The Directors have pleasure to present their 31st Annual Report and the audited Annual Accounts for the Year ended 31st March 2018.

Performance Review

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

(Rs. in Lakhs)

S.No.	Particulars	Standalone		Consolidated
		March 31, 2018	March 31, 2017	March 31, 2018	March 31, 2017
1	Revenue from operations	77,240.30	66,989.10	81,937.48	70,635.76
2	Profit before finance cost, depreciation and tax expense	24,170.11	17,222.57	24,548.73	17,396.90
3	Finance Cost	39.96	12.27	60.41	24.14
4	Profit before depreciation and tax expense	24,130.15	17,210.30	24,488.32	17,372.76
5	Depreciation	2,335.19	2,849.21	2,507.73	3,023.67
6	Profit before exceptional items and tax	21,794.96	14,361.09	21,980.59	14,349.09
7	Exceptional items		(5,923.80)		(5,923.80)
8	Profit before Tax Expense	21,794.96	8,437.29	21,980.59	8,425.29
9	Tax Expense	760.75	590.17	839.54	696.34
10	Profit after Tax Expense	21,034.21	7,847.12	21,141.05	7,728.95
11	Non-controlling interests			17.27	(54.39)
12	Profit after tax expense after non-controlling interests	21,034.21	7,847.12	21,123.78	7,783.34
13	Add: Surplus at the beginning of the year	84,230.30	76,383.17	83,258.89	75,475.55
14	Total Available for appropriation	1,05,264.51	84,230.30	1,04,382.67	83,258.89
Appropriations
15	Dividend including taxes	2,386.41		2,386.41
16	Transfer to general reserve	1,000.00		1,000.00
17	Utilized for Buyback	5,326.85		5,326.85
18	Transferred to Capital Redemption Reserve	59.26		59.26
Total Appropriations		8,772.51	-	8,772.51	-
19	Surplus carried to Balance Sheet	96,492.00	84,230.30	95,610.16	83,258.89

State of the Company’s Affairs

During the year, the Company has achieved revenue of Rs.77,240.30 lakhs and net profit of Rs.21,034.21 Lakhs on a standalone basis. During the same period, the consolidated revenue was Rs.81,937.48 Lakhs and net profit after noncontrolling interests was Rs.21,123.78 Lakhs.

Future Prospects & Out Look:

The agricultural sector is the backbone of the Indian economy. Despite two consecutive favourable monsoons as well as the Indian Meteorological Department (IMD) forecast for adequate rainfall in CY 2018, rain in the year appears to be unpredictable. Agriculture in India will benefit from a higher scale of investments in agri-infrastructure, owing to the Government’s focus on doubling farmers’ income by 2022. As a result, the agricultural input space, including commercial seeds, will continue to expand at a robust pace in the years to come.

Growth in the Indian seed market will be facilitated by the development of modern retail channels along with the entry of large national and multi-national entities. Further, increased number of subsidies and greater awareness around the use of high-yielding hybrid variety seeds will drive growth in the market. Comparatively higher year-on-year seed replacement rate (SRR) has led farmers to consistently prefer quality seeds to obtain high yields.

While the demand for food in India is on the rise, the area of cultivable land in the country remains stagnated. Thus, quality seeds have increasingly become key to enhance agricultural output and productivity.

Kaveri Seeds is focusing its research efforts in field and vegetable crops to tailor promising hybrids and varieties that are suitable for cultivation under different environmental situations and resilient pan-India climatic conditions. Our research collaborations with several national and international organisations help us design products that suit the needs of the market, while also being tolerant to biotic and abiotic stress factors. We are also equipped with modern R&D facilities in the advance science of biotechnology, plant breeding, quality control and seed technology innovations. We will focus our efforts to enhance sales across multiple crops and continue to improve our presence in the market, expanding our footprint into new geographies.

Research and Development

There is a lot of opportunity for unbounded growth in the seed sector; and to utilise the same, your Company is constantly focusing its R&D infrastructure development on frontier research in science together with the use of advanced biotechnological tools in conventional plant breeding of field and vegetable crops. We have also formulated an integrated programme for molecular breeding as a part of reinforced R&D efforts that are centred on high-yielding hybrid technology. Our strong in-house R&D base has been recognised by the Government of India’s Department of Scientific and Industrial Research (DSIR) since 2001.

Your Company is one of India’s fastest-growing seed companies with an expansive portfolio, large network of distributors and dealers and a wide pan-India customer base. Our research efforts are focused on designing and developing suitable hybrids and varieties. Our research innovations are deeply rooted in our understanding of crops and the needs of growers. Brand salience of different products represents the hallmark of Kaveri Seeds.

Your Company’s research efforts continue to show the way forward. Diverse research collaborations enable us to pursue segment-wise product development as per the requirements of farmers, the market and consumer preferences. Our products are planned bearing in mind biotic and abiotic stresses, along with the looming threat of climate change. Seed innovations at Kaveri Seeds have helped farmers augment yields significantly, earning us goodwill among both farmers and distributors. The Company’s premier hybrid varieties of BT cotton, maize and rice (including selection rice) are at the forefront of the seed market.

Your Company’s relentless efforts to sustain product quality through innovation, commitment and dedication have gained the trust of growers. Our processes are differentiated; and we are well-equipped with best-in-class production zones. We have a state-of-the-art seed technology lab at Pamulaparthy plant. We possess seven processing plants at various strategic locations to process and supply the seed to the market well in advance.

Quality seed is the order of the day. It is your Company’s honest endeavour to inculcate the highest level of quality management across functional domains. We will devote promotional efforts towards promising products in the growth stage. We will add more sales locations to improve our visibility in the market, in tandem with our strategy to explore new geographies. We are receiving positive reviews from our hybrids in various countries. In the years to come, we expect to expand our export presence in the focused countries.

Dividend

The Board of Directors at their meeting held on 8th August 2017 declared an Interim Dividend @ 150% on the paid-up Equity Share Capital i.e., Rs.3.00/- per equity share for the financial year 31st March 2018 and same was paid to the shareholders.

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. www.kaveriseeds.in

Buyback of Equity Shares

During the year 29,62,962 Equity Shares were bought back at a price of Rs.675/- per Equity Share for an aggregate consideration of Rs.200.00 crores. The offer size of the Buyback was 19.96% of the aggregate paid up equity share capital and free reserves of the Company for the year ended 31.03.2017 and represented 4.29% of the total issued and paid up equity share capital of the Company. The buyback process was completed and the shares were extinguished on 3rd August 2017.

Transfer of Amount to Reserve

The Company has transferred Rs.10.00 crores to the general reserve for the financial year ended 31st March 2018 under the provisions of Companies Act, 2013 and Rules there under.

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 30th Annual General Meeting (AGM) held on 25th September 2017, had appointed M/s. M. Bhaskar Rao & Co., Chartered Accountants as Statutory Auditors to hold office from the conclusion of 30th AGM until the conclusion of 35th 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 35th AGM, as approved by shareholders at 30th AGM held on 25th September 2017.

Internal Auditors

The Board of Directors of the Company have 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 2019. The Internal Audit reports are being reviewed by the Audit Committee of the Company.

Secretarial Auditors Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014, the Board of Directors have appointed M/s. L.D.Reddy & Co., a firm of Company Secretaries in Practice (C.P.No.3725) as Secretarial Auditors to conduct Secretarial Audit of the Company for the financial year ended 31st March 2018. The Secretarial Audit Report issued by M/s. L.D.Reddy & Co, Practicing Company Secretaries in Form MR-3 is annexed to this Board’s Report as Annexure - B.

The Secretarial auditors Report does not contain any qualifications, reservation or adverse remarks.

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 2018. 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. K. Purushotham (Chairman), Mr. P. Varaprasad Rao, Dr. S. Raghuvardhan Reddy and Mr. C. Mithunchand. Dr. S. Raghuvardhan Reddy was appointed as member of Audit Committee on 24th May 2018. The Board has accepted all recommendations made by the audit committee during the year. Further details can be seen in the chapter on Corporate Governance report.

Subsidiary Companies

The Company has 5 subsidiaries as of March 31, 2018. 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 the Companies Act, 2013, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are being made available on the website of the Company and are not attached with the Annual Accounts of the Company. 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.

Names of the Company which have become Company’s Subsidiary during the year

During the financial year M/s. Genomix Agri Genetics Private Limited has been incorporated on 16th October 2017 as 100% Wholly Owned Subsidiary of the Company.

Consolidated Financial Statements

In compliance with the relevant provisions of Section 133 of the Companies Act, 2013 and the Accounting Standards AS-21 and AS-27 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, 2018, which forms part of the Annual Report. The Company has placed separately, the audited accounts of its subsidiaries on its website www.kaveriseeds.in in compliance with the provisions of Section 136 of the Companies Act, 2013.

Internal Control Systems and Their Adequacy

The Company has laid down set of standards which enables to implement internal financial control across the organization and ensure that the same are adequate and operating effectively. The Board periodically reviews the findings and recommendations of the statutory and internal auditors and suggests corrective actions whenever necessary. The Audit Committee of the Board of Directors is also actively reviews 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 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 are presented to the Audit Committee of the Board.

The Audit Committee of the Board monitors the performance of Internal Audit team on a periodic basis through 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.

Adquacy 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 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 under Section 134(3)(C) of the Companies Act, 2013, with respect to the Directors’ Responsibility Statement, the Board of Directors of the Company hereby confirms:

i) that the applicable accounting standards have been followed in the preparation of the Annual Accounts.

ii) that the Directors have selected such Accounting policies and applied consistently and judgments and estimates made when required 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 31st March 2018 and of the profit of the Company for that period.

iii) that the Directors have taken proper and sufficient care 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.

iv) that the Directors have prepared the annual accounts on a going concern basis.

v) that the Directors have laid down Internal Financial Controls were in place to be followed by the Company and that the financial controls were adequate and were operating effectively and

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

Directors

Changes in Directors and Key Managerial Personnel: Appointment of Independent Director Mrs. M. Chaya Ratan (DIN: 08085687) was appointed as an Additional and Independent Director with effect from 24th May 2018 by the Board of Directors at their meeting held on 24th May 2018 under section 161 of the Companies Act, 2013. The appointment is subject to the approval of the shareholders at the ensuing Annual General Meeting.

A notice under Section 160 of the Companies Act, 2013 is received from a member of the Company proposing candidature of Mrs. M. Chaya Ratan. The Company has received: i) consent in writing to act as a Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014; ii) Intimation in Form DIR-8 pursuant to terms of the Companies (Appointment & Qualification of Directors) Rules, 2014, from Mrs. M. Chaya Ratan to the effect that she is not disqualified as per Section 164(2) of the Companies Act, 2013; and iii) a declaration to the effect that she meets the criteria of independence as provided under Section 149 of the Companies Act, 2013.

Resignation of Director

Mr. M. Srikanth Reddy, tendered the resignation from the office of Independent Director of the Company due to his pre occupations with effect from 24th May 2018. The Board members of the Company profound thanks to Mr. M. Srikanth Reddy for valuable services and significant contribution to the organization in different aspects of the Company is highly appreciable the services rendered by him and the Board be instructed to convey its gratitude for the services rendered during his tenure.

The Board has expressed deep condolence for sudden demise of Dr. Yeshwant Laxman Nene, Independent Director of the Company and noted that his valuable service rendered to the Company is highly appreciated and deeply grieved for losing an eminent Director of the Company.

Resignation of Chief Operating Officer

Mr. G.S.Satish, tendered resignation as the Chief Operating Officer of the Company effective from 30th November 2017 due to his personal reasons.

In terms of Section 203 of the Companies Act 2013, the following are the Key Managerial Personnel (KMP) of the Company:

Mr. G.V. Bhaskar Rao, Chairman & MD Mrs. G. Vanaja Devi, Whole time Director Mr. C. Vamsheedhar, Whole time Director Mr. C. Mithunchand, Whole time Director Mr. G.Vijay Kumar, Chief Financial Officer Mr. V.R.S. Murti, Company Secretary

Director(s) retiring by rotation

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

There have been no other changes in the key managerial personnel during the year.

Committees of the Board

The details pertaining to the re-constitution of all Board Committees are included in the Corporate Governance Report, which is a part of this report.

Declaration from Independent Directors

The Independent Directors have submitted the declaration of independence, as required pursuant to section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub section (6) of Section 149.

Meeting of Independent Directors

A separate meeting of the Independent Directors was held under the Chairmanship of Mr. K. Purushotham, Independent Director on 7th February 2018, 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 NonExecutive 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

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

Four meeting of the Board were held during the year. The dates on which the Board meetings were held are 24th May 2017, 8th August 2017, 27th October 2017 and 7th February 2018. The details of attendance of Board meetings and Committee meetings held during the Financial Year 2017-18 forms part of the Corporate Governance Report.

Change in the Nature of Business, If Any

There has been no change in the nature of the business of the Company.

Public Deposits

Your Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Board Evaluation

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 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 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 recognizes and embraces the importance of a diverse board in its success. The Board has adopted the Board Diversity Policy which sets out the approach to diversify of the Board of Directors. The Board Diversity Policy is available on the Company’s website www.kaveriseeds.in

Nomination and Remuneration Committee

Your Company has a Nomination and Remuneration Committee and further details are set out in the Corporate Governance Report forming part of the Directors’ Report. The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Persons (KMP), Senior Management and their remuneration. The Nomination and Remuneration Policy as adopted by the Board is placed on the Company’s website: www.kaveriseeds.in

Corporate Governance

A detailed Report on Corporate Governance prepared in substantial compliance with the provisions of Schedule V (C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as a separate section forming part of this report.

The Certificate issued by M/s. L.D.Reddy & Co., Practicing Company Secretaries, Hyderabad, with regard to compliance of conditions of Corporate Governance as stipulated under Schedule V (E) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Report 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.

Particulars of Contracts or Arrangements With Related Parties

All transactions entered with Related Parties for the year under review were on arm’s length basis and in the ordinary course of business. There are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. The Company has developed a Related Party Transactions frame work through standard operation procedures for the purpose of identification and monitoring of such transactions.

All Related Party Transactions are placed before the Audit Committee as also to be Board for approval. The particulars of contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 disclosed in Form No. AOC - 2 and is set out as Annexure and forms part of this report.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT - 9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure - A and forms on integral part of this 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 Mr. P. Varaprasad Rao 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 - C.”

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. The policy is available on www.kaveriseeds.in

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 D.

Statement of Particulars of Appointment and Remuneration of Managerial Personnel

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 - E and forms part of this Report.

Insurance

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

Business Responsibility Report

A detailed Business Responsibility Report in terms of the provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available as a separate section in this Annual Report.

Dividend Distribution Policy

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, requires that the top 500 listed Companies based on the market capitalization to formulate Dividend Distribution Policy. In compliance with the said requirement, the Company has formulated the Dividend Distribution Policy, the details of which are available on the Company’s website at www.kaveriseeds.in

Material Changes and Commitments

There are no material changes and commitments in the business operations of the Company from the financial year ended March 31, 2018 to the date of signing of the Director’s Report.

Particulars of Loans, Gurantees or Investments by Company

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

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 Whistle Blower Policy has been posted on the website of the Company. (www.kaveriseeds.in)

Risk Management Policy

In today’s economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risk for the business. Your Company’s risk management is embedded in the business process. The Company has established Enterprise Risk Management process to manage risks with the objective of maximizing shareholders value. Your Company has adequate internal control systems and procedures to combat risks. The risk management procedures are reviewed by the Audit Committee and Board of Directors from time to time.

Significant and Material Orders Passed by the Regulators or Courts

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

Transfer of Un-Paid and Un-Claimed Dividend Amount to IEPF

The dividends which remain un-paid/un-claimed for a period of seven years, have been transferred on due dates by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Pursuant to Section 124 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules’) mandates that companies shall apart from transfer of dividend that has remained unclaimed for a period of seven years from the unpaid dividend account to the Investor Education and Protection Fund (IEPF), also transfer the corresponding shares with respect to the dividend, which has not been claimed for seven consecutive years or more to IEPF. Accordingly, the dividends that remain unclaimed for seven years and also the corresponding shares would be transferred to IEPF account on due dates. The details are provided in the Corporate Governance Report forming part of the Annual Report.

Environment and Safety

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, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

Human Resources

Kaveri consistently focuses on bringing talent on-board. The Company provides its people with relevant training to drive its long-term growth. The Company trains employees on several developmental programmes to enhance their managerial and behavioural skills. The Company is strengthening employee involvement through communication meetings.

The Company organises regular training programmes for its field staffs to impart them knowledge on crop production, quality control, agronomy, and plant protection, among others. New employees go through formal induction programme and given interactive sessions with their line managers. Besides, specialised training programmes are conducted for R&D and marketing staff, as well as other departments. The Company has introduced a reward programme to recognise top performers from various departments.

The leadership team of the Company has wealth of experience in seed and crop production industry. It has a team of more than 50 dedicated scientists comprising breeders, agronomists, biotechnologists and seed technologists, along with dynamic sales and marketing professionals. Currently, the workforce includes over 883 members, who are driving the levers of growth.

Policy on Sexual Harassment

Your Company has 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 of lodging complaints. The policy provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints. During the year under review, no complaints have been received under the policy.

Share Capital

During the year, there was change in the Paid-up Share Capital of your Company due to Buy-back.

During the year under review the Company bought back an aggregate of 29,62,962 Equity Shares out of 69,055,095 Equity Shares from the Shareholders of the Company. After successful Completion of Buy-back the Paid-up Share Capital of the Company was decreased from 6,90,55,095 Equity Shares to 6,60,92,133 Equity Shares of Rs.2/- each.

Compliance With Secretarial Standards on Board and General Meetings

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

Industrial Relations

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

Your Directors place on record their sincere appreciation for the dedication, hard work and commitment of the employees at all levels and their significant contribution to your Company’s growth. Your Company is grateful to the Distributors, Dealers, and Customers 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: 24.05.2018 G.V. BHASKAR RAO G. VANAJA DEVI

Place: Secunderabad Managing Director Whole time Director

---

Mar 31, 2017

Dear Members,

Kaveri Seed Company Limited

The Directors have pleasure to present their 30th Annual Report and the audited Annual Accounts for the Year ended 31st March 2017.

FINANCIAL RESULTS:__Rs. in Lakhs

Particulars	Year ended 31st March 2017	Year ended 31st March 2016
Total Income	70424.00	72819.78
Profit before Depreciation	11286.50	20234.00
Profit before Tax	8437.29	17735.71
Profit After Tax	7847.12	17227.96
Transfer to General Reserve	-	1000.00

PERFORMANCE REVIEW

A prolonged period of volatility was created in the market in 2015 following severe drought across large parts of India. However, a relatively better monsoon in 2016 enabled us to gain a favorable position, backed by several effective interventions. During the financial year, your Company posted a net profit after tax of Rs.7847.12 Lakhs as compared to previous year PAT of Rs.17227.96 Lakhs (54.45% decline). An overall deficit monsoon in the Kharif season 2016 resulted in the Company''s turnover of Rs.66989.10 Lakhs compared to Rs.71652.95 Lakhs for the previous year (decline 6.50%)

During the financial year, the consolidated revenue from operations of Rs.70635.76 Lakhs against the previous year Rs.74530.27 Lakhs (5.23% decline) and the Consolidated net profit of Rs.7783.34 Lakhs compared to previous year PAT of Rs.16788.41Lakhs (decline by 53.64%). As per the agreement with M/s. Mahyco Monsanto Biotech India Limited, during the financial year the company has made a provision of Rs.5923.80 Lakhs for payment of royalty against the short provided royalty in the previous years. In this regard, the issue has been settled in arbitration with the above said technical provider.

FUTURE PROSPECTS & OUT LOOK:

India''s economy is largely dependent on the country''s agricultural sector. After sluggish growth of agricultural production due to the consecutive weak monsoon, optimism has returned in FY 2016-17 with a good monsoon. It led to substantial recovery for the overall agri-input space.

According to Indian Meteorological Department (IMD), the Kharif season is likely to receive normal or above average level rainfall in FY 2017-18. Besides, the sector is likely to gain better momentum, owing to further investments in agricultural infrastructure such as irrigation facilities, warehousing and cold storages. The demand for food and agricultural products is anticipated to increase. It would invariably lead to a surge in production of commercial seeds.

India''s seed industry is projected to thrive in the coming days. Market growth will be facilitated by the growth of modern retail channels -- the foraying of prominent national and multinational brands. Moreover, amplifying demand due to increased subsidies and the Government''s focus on the use of high yielding varieties is likely to provide impetus to the overall seed market in India. Enhancement in seed replacement rate (SRR) and farmers opting for hybrid seeds are further expected to bolster the growth. On the one hand, the demand for crops is rising, whereas on the contrary, the area of arable land available in the country remains limited. Hence, today, quality seeds have become a crucial component to augment the agricultural production and productivity.

DIVIDEND:

Your Directors have not recommended dividend during the year 2016-17.

BUYBACK OF EQUITY SHARES:

The Board of Directors of the Company at its meeting held on 27th March 2017 has approved buyback up to 29,62,963 Equity Shares of Rs.2/- each, on a proportionate basis, at a price of Rs.675/- per equity share payable in cash for an aggregate consideration not exceeding Rs.200.00 Crores, excluding transaction costs viz. brokerage, applicable taxes such as securities transaction tax, service tax, stamp duty etc., by way of a Tender offer route through Stock Exchange Mechanism. This is in accordance with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Buy Back of Securitas) Regulations, 1998, and other applicable laws and regulations.

The buyback is a capital allocation decision taken with the objective of seeking a fairer valuation of the company''s stock while improving the company''s Return on Equity and increasing shareholder value in the longer term. The offer size of the buyback is within the prescribed limit of 25% of the aggregate of paid up capital and free reserves of the company and represents 4.29% of the total issued and paid up equity share capital of the company as on 31st March

2016.

RESEARCH AND DEVELOPMENT

Your Company has consistently invested in R&D initiatives to strengthen our portfolio. Moreover, realising the immense potential of biotechnology in fostering and fortifying traditional breeding, we have formulated an integrated programme of molecular breeding. We have developed research collaborations with several national and international institutions for product development in line with evolving consumer preferences; and in view of developing tolerance to biotic and abiotic stresses and the looming threat of climate change. Our relentless innovation has helped to enhance farmer yields enormously and earned us goodwill among farmers and distributors. Our multi-crop portfolio, superior R&D, brand salience, human capital efficiencies laid firm foundation for long-term success.

Your Company has equipped with the state - of - the - art Seed Technology laboratory at Pamulaparthy plants. Our supply chain management involves meticulous planning and execution of maintenance breeding of basic seed, seed production, field production of hybrid seed, transportation of inbound raw materials, plant processing of the products, sending it to storage, and delivering finished quality products to domestic and export markets. We are producing high-quality seeds with focus on time to market to enhance productivity of farms.

STATUTORY AUDITORS & AUDITORS'' REPORT

The statutory auditor’s 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 27th Annual General Meeting (AGM) held on 18th September 2014, had appointed M/s. P.R. Reddy & Co., Chartered Accountants as Statutory Auditors for a period of 3 years i.e. up to the conclusion of the 30th AGM to be held in the year 2017. The present term of M/s. P.R.Reddy & Co.,Statutory Auditors would expire at the conclusion of the ensuing AGM.

The Board of Directors of the Company has proposed the appointment of M/s. M. Bhaskar Rao & Co. Chartered Accountants (Firm Registration No. 000459S) are proposed to appoint as Statutory Auditors of the Company to hold office from the conclusion of 30th AGM until the conclusion of 35th AGM of the Company, based on the recommendation of Audit Committee. The Company has received written confirmation from M/s. M. Bhaskar Rao & Co., Chartered Accountants, confirming that they are eligible for appointment, if made, would be in conformity with the limits specified in the said section and subject to the approval of the Members of the Company.

INTERNAL AUDITORS

The Board of Directors of the Company has appointed a professional firm of M/s. M. Anandam & Co., Chartered Accountants to conduct internal audit of the Company for the financial year ended 31st March 2018. The Internal Audit Reports are being reviewed by the Audit Committee of the Company.

TRANSFER TO RESERVE:

The Company has not transferred any amount to general reserve out of the profits of the year.

SUBSIDIARY COMPANIES

The Company has 4 subsidiaries as of March 31, 2017. 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 the Companies Act, 2013, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are being made available on the website of the Company and are not attached with the Annual Accounts of the Company. 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.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the provisions of the Companies Act, 2013 and the Accounting Standards AS-21 and AS-27 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, 2017, which forms part of the Annual Report. The company has placed separately, the audited accounts of its subsidiaries on its website www.kaveriseeds.in in compliance with the provisions of Section 136 of the Companies Act, 2013.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has laid down set of standards which enables to implement internal financial control across the organization and ensure that the same are adequate and operating effectively. The Audit Committee of the Board of Directors actively reviews 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 taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the internal Audit function reports to the Chairman of the Audit Committee.

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.

INTERNAL FINANCIAL CONTROLS

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 sound 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 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.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(C) of the Companies Act, 2013 your

Directors confirm that:

i) The applicable accounting standards have been followed in the preparation of the Annual Accounts.

ii) Such Accounting policies have been selected and applied consistently and judgments and estimates made when required 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 of the Company for that period.

iii) 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.

iv) The Directors have prepared the annual accounts on a going concern basis.

v) Proper Internal Financial Controls were in place to be followed by the Company and that the financial controls were adequate and were operating effectively.

vi) Proper systems devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DIRECTORS

Changes in Directors and Key Managerial Personnel:

During the year under review there was no change in the Directors or Key Managerial Personnel.

Appointment of Dr. G.Pawan, Director as Vice Chairman of the Company:

Dr. G. Pawan, Director has been appointed as Vice Chairman (Non-Executive) of the Company with effect from 24th May

2017. He has completed Doctor of Medicine (MD) from Illinois State University, Chicago, USA. His services are very much needed to assist the Chairman & Managing Director in strategic issues and long term business plans of the Company and to repose confidence with investors, employees and all other stake holders for further betterment of the company. His active involvement on strategic issues and long term business plans and operations of the company will surely bring in to the Company a new blend of flavor to promote to further level.

Director(s) retiring by rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association, Mr. C. Vamsheedhar, retires by rotation at the ensuring Annual General Meeting and being eligible, offers himself for re-appointment.

DECLARATION FROM INDEPENDENT DIRECTORS

The independent directors have submitted the declaration of independence, as required pursuant to section 149(6) &(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in subsection.

BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse board in its success. The Board has adopted the Board Diversity Policy which sets out the approach to diversify of the Board of Directors. The Board Diversity Policy is available on the Company''s website www.kaveriseeds.in

NOMINATION AND REMUNERATION COMMITTEE:

Your Company has a Nomination and Remuneration Committee and further details are set out in the Corporate Governance Report forming part of the Directors'' Report. The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Persons (KMP), Senior Management and their remuneration. The Nomination and Remuneration Policy as adopted by the Board is placed on the Company''s website: www.kaveriseeds.in

CORPORATE GOVERNANCE:

A detailed Report on Corporate Governance prepared in substantial compliance with the provisions of Schedule V (C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as a separate section forming part of this report.

The Certificate issued by M/s. P.R.Reddy & Co., Chartered Accountants, Hyderabad, with regard to compliance of conditions of Corporate Governance as stipulated under Schedule V (E) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Report 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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered with Related Parties for the year under review were on arm''s length basis and in the ordinary course of business. There are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. The company has developed a Related Party Transactions frame work through standard operation procedures for the purpose of identification and monitoring of such transactions.

All Related Party Transactions are placed before the Audit Committee as also to be Board for approval. The particulars of contracts or arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 disclosed in Form No. AOC - 2 and is set out as Annexure and forms part of this report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT - 9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure - A and forms on integral part of this report.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed M/s. L.D.Reddy & Co., a firm of Company Secretaries in Practice (C.P.No.3725) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as

Annexure - B and forms on integral part of this 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 Mr. M. Srikanth Reddy 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 - C.”

During the year, the Board has approved and incorporated a separate company in the name of ''Kaveri Bhaskar Rao Charitable Trust'' under Section 8 of the Companies Act, 2013 to undertake charitable activities under Corporate Social Responsibility policy and other related activities.

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 D.

PARTICULARS OF EMPLOYEES:

Details in respect of remuneration paid to employees as required under Section 197 (12) of the Companies Act, 2013 , read with Rule5(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 Section197(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 - E and forms part of this Report.

BUSINESS RESPONSIBILITY REPORT

A detailed Business Responsibility Report in terms of the provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available as a separate section in this Annual Report.

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, 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 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.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments in the business operations of the Company from the financial year ended March 31, 2017 to the date of signing of the Director''s Report.

NUMBER OF MEETINGS OF THE BOARD

The details of the number of meeting of the Board and Committees held during the Financial Year 2016-17 forms part of the Corporate Governance Report.

PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS BY COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

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 Whistle Blower Policy has been posted on the website of the company. (www.kaveriseeds.in)

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

SHARE CAPITAL

During the year, there was no change in the Paid-up Share Capital of your Company.

TRANSFER OF UN-PAID AND UN-CLAIMED AMOUNT TO IEPF

The dividends which remain un-paid/un-claimed for a period of seven years, have been transferred on due dates by the company to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Pursuant to Section 124 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''the Rules'') mandates that companies shall apart from transfer of dividend that has remained unclaimed for a period of seven years from the unpaid dividend account to the Investor Education and Protection Fund (IEPF), also transfer the corresponding shares with respect to the dividend, which has not been claimed for seven consecutive years or more to IEPF. Accordingly, the dividends that remain unclaimed for seven years and also the corresponding shares would be transferred to IEPF account on due dates.

PUBLIC DEPOSITS:

Your Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

RISK MANAGEMENT POLICY

In today''s economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risk for the business. Your Company''s risk management is embedded in the business process. The Company has established Enterprise Risk Management process to manage risks with the objective of maximizing shareholders value.

ENVIRONMENTAND SAFETY

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, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

HUMAN RESOURCES

Kaveri consistently focuses on bringing talent on-board. The Company provides its people with relevant training to drive its long-term growth. The Company trains employees on several developmental programmes to enhance their managerial and behavioral skills. The Company is strengthening employee involvement through communication meetings.

The Company organizes regular training programmes for its field staffs to impart them knowledge on crop production, quality control, agronomy, and plant protection, among others. New employees go through formal induction programme and given interactive sessions with their line managers. Besides, specialised training programmes are conducted for R&D and marketing staff, as well as other departments. The Company has introduced a reward programme to recognise top performers from various departments.

The leadership team of the Company has wealth of experience in seed and crop production industry. It has a team of more than 50 dedicated scientists comprising breeders, agronomists, biotechnologists and seed technologists, along with dynamic sales and marketing professionals. Currently, the workforce includes over 793 members, who are driving the levers of growth.

POLICY ON SEXUAL HARASSMENT

Your Company has 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 of lodging complaints. The policy provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints. During the year under review, no complaints have been received under the policy.

INDUSTRIAL RELATIONS:

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:

Your Directors place on record their sincere appreciation for the dedication, hard work and commitment of the employees at all levels and their significant contribution to your Company''s growth. Your Company is grateful to the Distributors, Dealers, and Customers 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/-

Secunderabad, G.V.BHASKAR RAO G.VANAJA DEVI

24th May 2017 Managing Director Whole time Director

---

Mar 31, 2016

Dear Members,

Kaveri Seed Company Limited

The Directors have pleasure to present their 29th Annual Report and the audited Annual Accounts for the Year ended 31st March 2016.

FINANCIAL RESULTS

Rs, in Lakhs

Particulars	Year ended 31 March 2016	Year ended 31 March 2015
Total Income Profit before Depreciation Profit before Tax Profit After Tax Transfer to General Reserve	86,491.17 20,775.49 18,282.46 17,712.20 1,000.00	1,13,117.74 32,171.88 30,944.00 30,184.30 1,000.00

PERFORMANCE REVIEW

In the face of low precipitation of monsoon condition and the consequent to severe competitive pressures, your company strengthened its presence in the Seed Industry and improved its marketing reach. During the financial year, your Company posted a net profit after tax of Rs, 17,712.20 Lakhs as compared to previous year PAT of Rs, 30,184.30 Lakhs (41.31% decline). An overall deficit monsoon in the Kharif season 2015 resulted in the Company''s turnover of Rs, 84,895.50 Lakhs compared to Rs, 1,11,555.51 Lakhs for the previous year (decline 23.89%)

During the financial year, the consolidated revenue from operations of Rs, 89,277.90 Lakhs against the previous year Rs, 1,16,094.47 Lakhs (23.09% decline) and the Consolidated net profit of Rs, 17,268.46 Lakhs compared to previous year PAT of Rs, 30,095.77 Lakhs (decline by 42.62%).

FUTURE PROSPECTS& OUT LOOK

Agriculture plays an integral role in India''s economy. Over 58% of rural households depend on agriculture as their primary means of livelihood. As per estimates by the Central Statistics Office (CSO), the share of agriculture and allied sectors (including agriculture, livestock, forestry and fishery) was 15.35% of the Gross Value Added (GVA) during 2015-16 at 2011-12 prices. According to the Department of Industrial Policy and Promotion (DIPP), the Indian agricultural services and agricultural machinery sectors have cumulatively attracted Foreign Direct Investment (FDI) equity inflow of about US$ 2,261 million from April 2000 to December 2015. The country''s agriculture sector is expected to grow by 6% in FY 2016-17 if normal monsoon prevails during the June-September, 2016.

India''s seed industry is growing at a compound growth rate (CAGR) of 8.4% in volume terms from FY 2009 to FY 2015 to reach 3.5 million tonnes in consumption (Source: ICRA). The industry is expected to increase significantly, on account of improved seed replacement ratio (SRR) and rising adoption of high-yielding hybrid seeds. The Government of India''s favourable policy environment, aimed at supporting the usage of seeds through the National Seeds Plan and bolstering agricultural productivity through the National Food Security Mission (NFSM) also augur well for the industry.

DIVIDEND

During the financial year 2015-16, your Company has declared and paid an Interim Dividend of Rs, 2.50 per equity share. Your Directors have not recommended any final dividend for the financial year 2015-16. An amount of Rs, 10.00 Crores has been transferred to general reserve as per the provisions of Companies Act, 2013 and Rules there under.

RESEARCH AND DEVELOPMENT

The Company''s R&D comprises state-of-the-art Biotechnology lab, modern seed testing lab, company owned central research farm for generation and evaluation of breeding material and several satellite farms for crop specific research, seed production research (SPR), breeder seed production (BSP) and GOT. Our R&D is recognized by the Department of Scientific and Industrial Research (DSIR) and is manned by a competent team of qualified breeders and trained technicians. The Company has large collection of crop specific germ plasm, well documented and conserved in Gene Bank.

Your Company has equipped with state-of-the-art Seed testing laboratory at Pamulaparthy plant for quick and reliable method of testing of seed lots. Seed lots are thoroughly checked by the quality control department for genetic and physical purity, germination. The company has set quality benchmarks based on Indian Minimum Seed Certification Standards(IMSCS) to supply quality seed of premier hybrids for ensuring better seedling emergence.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the provisions of the Companies Act, 2013 and the Accounting Standards AS-21 and AS-27 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, 2016, which forms part of the Annual Report.

SUBSIDIARY COMPANIES

The Company has 4 subsidiaries as of 31 March 2016. 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 the Companies Act, 2013, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are being made available on the website of the Company and are not attached with the Annual Accounts of the Company. 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.

INDIAN ACCOUNTING STANDARDS -IFRS CONVERGE STANDARDS

The Ministry of Corporate Affairs vide its notification dated 16th February, 2015 has notified the Companies (Indian Accounting Standards) Rules, 2015. In pursuance of the said notification, the Company will adopt Indian Accounting Standards with effect from 01st April, 2016 with the comparatives for the period ending 31st March, 2015. The implementation of Indian Accounting Standards (IAS) is a major change process for which the Company has set up a dedicated team and is providing desired resources for its completion within the time frame. The impact of the change on adoption of said IAS is being assessed.

STATUTORY AUDITORS & AUDITORS'' REPORT

M/s. P.R.Reddy & Co. Chartered Accountants (Firm Registration No. 003268S) who are Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and recommended for re-appointment to audit the accounts of the Company for the financial year 2016-17. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. P.R.Reddy & Co., that their appointment, if made, would be in conformity with the limits specified in the said section.

The statutory auditor''s report is annexed to this report. There are no specifications, reservations, 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.

INTERNAL AUDITORS

The Board of Directors of the Company has appointed a professional firm of M/s. M.Bhaskar Rao & Co., Chartered Accountants to conduct internal audit of the Company for the financial year ended 31 March 2017.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has laid down set of standards which enables to implement internal financial control across the organization and ensure that the same are adequate and operating effectively. The Audit Committee of the Board of Directors actively reviews 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 taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the internal Audit function reports to the Chairman of the Audit Committee.

INTERNAL FINANCIAL CONTROLS

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 sound 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 organization 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 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.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(C) of the Companies Act, 2013 your Directors confirm that:

i) The applicable accounting standards have been followed in the preparation of the Annual Accounts.

ii) Such Accounting policies have been selected and applied consistently and judgments and estimates made when required 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 of the Company for that period.

iii) 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.

iv) The Directors have prepared the annual accounts on a going concern basis.

v) Proper Internal Financial Controls were in place to be followed by the Company and that the financial controls were adequate and were operating effectively.

vi) Proper systems devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DIRECTORS

Changes in Directors and Key Managerial Personnel: Resignation of Director:

Mr. R. Venumanohar Rao, tendered resignation as the Director and Whole time Director of the Company effective from 01 April 2016. Your directors place on record their sincere appreciation of the valuable contribution made by him during his tenure as Director of the Company.

Re-appointment of MD & Whole Time Directors:

The re-appointments of Mr. G.V.Bhaskar Rao, Chairman cum Managing Director, Mrs. G.Vanaja Devi, Mr. C. Vamsheedhar and Mr. C.Mithunchand, Whole time Directors are being proposed at the ensuing Annual General Meeting.

Director(s) retiring by rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association, Dr. G. Pawan, retires by rotation at the ensuring Annual General Meeting and being eligible, offers himself for re-appointment.

Appointment of Chief Operating Officer:

Mr. G. S. Satish, has been appointed as Chief Operating Officer of the Company with effect from 11 May 2015. He is an Agriculture graduate from G B Pant University of Agriculture and Technology with Management Education from Indian Institute of Management, (IIM) Ahmadabad, having more than two decades of experience in Seeds and Crop protection industry, working with leading seeds and crop protection multi-national companies.

APPOINTMENT/RESIGNATION OF CHIEF FINANCIAL OFFICER AND KEY MANAGERIAL PERSONNEL:

Mr. K. V. Chalapathi Reddy tendered resignation as the Chief Financial Officer of the Company effective from 10th May 2016 due to his personal reasons. Your Directors place on record their sincere appreciation of the valuable contribution made by him during his tenure as CFO of the Company.

Mr. G. Vijaya Kumar has been appointed as Chief Financial Officer of the Company effective from 10 May 2016. Mr. G.Vijay Kumar, a Chartered Accountant & Cost Accountant and has around 21 years of experience and in the past associated with reputed companies in senior positions.

DECLARATION FROM INDEPENDENT DIRECTORS

The independent directors have submitted the declaration of independence, as required pursuant to section149(6) & (7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in subsection.

BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse board in its success. The Board has adopted the Board Diversity Policy which sets out the approach to diversify of the Board of Directors. The Board Diversity Policy is available on the Company''s website www.kaveriseeds.in

NOMINATION AND REMUNERATION COMMITTEE:

Your Company has a Nomination and Remuneration Committee and further details are set out in the Corporate Governance Report forming part of the Directors'' Report. The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Persons (KMP), Senior Management and their remuneration. The Nomination and Remuneration Policy as adopted by the Board is placed on the Company''s website : www.kaveriseeds.in

CORPORATE GOVERNANCE:

A detailed Report on Corporate Governance prepared in substantial compliance with the provisions of Schedule V (C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as a separate section forming part of this report.

The Certificate issued by M/s. P. R. Reddy & Co., Chartered Accountants, Hyderabad, with regard to compliance of conditions of Corporate Governance as stipulated under Schedule V (E) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Report 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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered with Related Parties for the year under review were on arm''s length basis and in the ordinary course of business. There are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. The company has developed a Related Party Transactions frame work through standard operation procedures for the purpose of identification and monitoring of such transactions.

All Related Party Transactions are placed before the Audit Committee as also to be Board for approval. The particulars of contracts or arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 disclosed in Form No. AOC - 2 and is set out as Annexure and forms part of this report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT - 9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure - A and forms on integral part of this report

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed M/s. L.D.Reddy & Co., a firm of Company Secretaries in Practice (C.P.No.3725) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure - B and forms on integral part of this 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 Mr. M. Srikanth Reddy 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 - C.

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 - D.

PARTICULARS OF EMPLOYEES

Details in respect of remuneration paid to employees as required under Section 197 (12) of the Companies Act, 2013, read with Rule5(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 Section197(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 - E and forms part of this Report.

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, 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 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.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments in the business operations of the Company from the financial year ended March 31, 2016 to the date of signing of the Director''s Report.

NUMBER OF MEETINGS OF THE BOARD

The details of the number of meeting of the Board and Committees held during the Financial Year 2015-16 forms part of the Corporate Governance Report.

PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS BY COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

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 Whistle Blower Policy has been posted on the website of the company. (www.kaveriseeds.in)

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

SHARE CAPITAL

During the year, the Paid-up Share Capital of your Company has been increased by Rs, 138,110,190/- due to the allotment of 158900 Equity Shares of Rs, 2/- each on exercise of Stock Options by the eligible employees under Employees Stock Options Scheme.

TRANSFER OF UN-PAID AND UN-CLAIMED AMOUNT TO IEPF

The dividends which remain un-paid/un-claimed for a period of seven years, have been transferred on due dates by the company to the Investor Education and Protection Fund (IEPF) established by the Central Government.

EMPLOYEE STOCK OPTION SCHEME

Pursuant to the Employee Stock Option Scheme 2010, the 6,85,000 options were granted by the company to the eligible Employees of the Company at a price of Rs, 34/- per option. Each option entitles the holder thereof to apply for and be allotted an ordinary share of the Company of the nominal value of Rs, 2/- each, upon payment of the exercise price during the exercise period. Some of the employees are exercised their options and 1,58,900 equity shares of Rs, 2/- each were allotted during the year. Details of the options up to 31st March 2016 are set out in the Annexure - F to this Report, as required under Clause 12 of the Securities and Exchange Board of India (Employee Stock Options Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.

PUBLIC DEPOSITS

Your Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

RISK MANAGEMENT POLICY

In today''s economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risk for the business. Your Company''s risk management is embedded in the business process. The Company has established Enterprise Risk Management process to manage risks with the objective of maximizing shareholders value.

ENVIRONMENTAND SAFETY

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, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

HUMAN RESOURCES

Your Company is well known for its execution capabilities, marketing and manufacturing strengths, product quality, and ability to keep to its commitment and deliver for its customers. At Kaveri, our consistent emphasis is on promoting teamwork and personalized training. Your Company has conducting specialized training and developmental programmes to sharpen our team''s communication, behavioral and managerial skills. The human resource department conducts periodic training programmes on motivation and interpersonal behavior; and to improve employee skills. Special training programmes are organized for research staff faculty to improve their skills in the frontier line of science. Scientists also attend seminars and workshops, where they interact with public and private sector organizations. Training initiatives are also undertaken for field staff on seed production, quality control, agronomy and plant protection, among others. This improves their technical knowledge in quality seed production, while for sales and marketing team to improve their skills in marketing. For the last two years, the company has been focusing on need-based training. We are taking feedback from managers to understand their specific requirements. Accordingly, we make a list of things that needs to be addressed and based on that, we organize training programmes. The company has introduced a reward programme to recognize top performers from various departments, including research and development, seed production, sales and marketing, among others.

AWARDS & RECOGNITION

The Company was honored the ''Bio-Excellence Asia Award 2015” from the Department of IT, BT and S&T, Government of Karnataka.

POLICY ON SEXUAL HARASSMENT

Your Company has 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 of lodging complaints. The policy provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints. During the year under review, no complaints have been received under the policy.

INDUSTRIAL RELATIONS

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

Your Directors place on record their sincere appreciation for the dedication, hard work and commitment of the employees at all levels and their significant contribution to your Company''s growth. Your Company is grateful to the Distributors, Dealers, and Customers 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 theBoard of Directors

For KAVERI SEED COMPANY LIMITED

Sd/- Sd/-

Secunderabad, G. V. BHASKAR RAO G. VANAJA DEVI

10 May 2016 Managing Director Whole time Director

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 27th Annual Report of the Company together with the Audited Accounts for the financial Year ended 31st March 2014.

FINANCIAL RESULTS:

(Rs. in Lakhs)

Particulars 2013-14 2012-13

Gross Turnover 100241.39 71083.58

Profit before Depreciation, 22989.87 14576.69 Interest and Taxes.

Depreciation/Amortization 1437.03 1060.39

Interest 15.95 150.71

Profit before Tax 21536.89 13365.59

Provision for Tax/Deferred Tax 480.65 378.47

Net Profit 21056.23 12987.12

Balance brought forward from 21784.64 12353.99 Previous Year

Balance available for 42840.88 25341.11 appropriation

Appropriations:

Proposed Dividend including Tax 3869.05 2556.47

Transfer to General Reserve 1000.00 1000.00

Balance carried to Balance Sheet 37971.83 21784.64

REVIEW OF OPERATIONS

During the year your Company''s business has significantly improved in all aspects - revenues, operating income, profit before tax, and profit after tax, earnings per share. The consolidated revenue from operation was higher over the previous year by 42.38% at Rs.1020.85 Crores in the year under review as against Rs.716.97 Crores in the previous year. Consolidated net Profit is Rs.209.16 Crores was higher by 63.15% over Rs.128.07 Crores of the previous year. It is a new all time high for your Company translating to EPS of Rs.30.40 as compared to Rs.18.69 of last year.

FUTURE OUTLOOK

With the area under agriculture cultivation coming down across the world the focus is on producing more from limited land and resources. This is imperative to feed the ever increasing population in the globe. Despite growth in food production, hunger in it various forms are still prevalent in the world - a complex challenge the world is trying to overcome.

By 2050, the world requirement for food will double, driven by anticipated population of more than 9 billion and a demand for improved diets, particularly in developing countries like India. Farming community is in general under great stress to produce more from less. There is a need to increase productivity in a more accelerated way in order to ensure food and nutritional security to a growing population that is on the path of societal ascendency. Farms need to produce more year by year to provide food, feed and fiber to meet the demands of the population Anticipated and experiencing climate changes, dwindling natural resources and biodiversity pose additional challenges to improve farm productivity at required pace.

At Kaveri our relentless focus has been developing high quality seeds. Contribution of quality seeds to the total production is estimated to be 15-20% depending upon the crop. Our vision to be a benchmark seed company and our focus on research have enabled us to be one of the fastest growing seed company in India. In the long run, organised players and seed companies with a strong R&D and diversified portfolio of products will reap the benefit.

DIVIDEND:

Your Directors have proposed a final dividend of 120% i.e., Rs.2.40 per equity share and together with the interim dividend of 120% i.e. Rs.2.40 per equity share, the total dividend for the financial year 2013-14 comes to 240% i.e. Rs.4.80 per share on the equity shares of Rs.2/- each against 160% i.e. Rs.3.20 per share paid in the previous year.

The Dividend, if approved at the ensuing 27th Annual General Meeting, will be paid to those shareholders whose names appear on the register of members of the Company as on 16th September 2014. The Dividend would be tax- free in the hands of the shareholders.

SUBDIVISION OF EQUITY SHARES

During the year under review, your Company''s Equity Share has subdivided bearing the face value of Rs.10/- each into 5 (five) Equity Shares of the face value of Rs.2/- (Rupees Two) each into fully paid up Equity Shares. Consequent to stock split, your company''s paid up capital of 6,87,42,205 Equity Shares of Rs.2/- each.

SHARE CAPITAL

During the year, the paid-up share capital of your Company has been increased by Rs. 13,74,84,410/- due to the allotment of 2,31,285 equity shares of Rs.2/- each on exercise of stock options by the eligible employees under Employees Stock Option Scheme 2010.

SUBSIDIARIES COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The company had 2 subsidiaries on 31st March 2014. There has been no material change in the nature of the business of the subsidiaries.

As required under the Listing Agreements entered into with the Stock Exchanges, consolidated financial statements of the Company and all its subsidiaries is attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under section 211(3C) of the Companies Act, 1956. The consolidated financial statements disclose the assets, liabilities, income, expenses and other details of the company and its subsidiaries.

Pursuanttothe provisions ofsection212(8) ofthe Companies Act, 1956, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the balance sheet, statement of profit and loss and other documents ofthe subsidiary companies with the balance sheet ofthe Company. A statement containing brief financial details of the Company''s subsidiaries for the financial year ended March 31, 2014 is included in the annual report. The annual accounts of these subsidiaries and the related information will be made available to any member of the company/its subsidiaries seeking such information and are available for inspection by any member ofthe Company/its subsidiaries at the registered office of the company. The annual accounts ofthe said subsidiaries will also be available for inspection at the registered offices ofthe respective subsidiary companies.

ACQUISITION:

Genome Agritech Private Limited

During the year your company has acquired 51% stake in Genome Agritech Private Limited. The total cash-flow for the acquisition was Rs.30,29,400/- . The Genome Agritech has a good research facility at Kantheru Village, Tadikonda Mandal, Guntur District and having an elite germplasm lines used in breeding program. Your company is on the same line of business had shown interest in the said proposal to invest/contribute towards the further issue of equity up to 51% of total post allotment paid up capital of Genome Agritech Pvt. Ltd. The acquisition was made by way of subscribing to invest 91,800 equity shares of Rs.10/- each at a premium of Rs.23/- per share in Genome Agritech Pvt. Ltd.,

Kaveri Microteck Private Limited

As you are aware, at present your Company is carrying on business in two segments ie., Seed Division and Microteck Division, The Microteck division is producing Micronutrient mixtures, Organic Products and Bio-Pesticides. Out ofthe total turnover of the Company less than 5% is from the Microteck Division and the nature of business activity is also different from Seed Division.

As a part of restructuring of operations for strengthening and enhancing the scope of the business of Microteck Division and to focus more attention on the said division, your Company was obtained members approval for transfer/dispose ofthe said Microteck Division to M/s. Kaveri Microteck Private Limited, which isa 100% Subsidiary of the Company, together with all its assets & liabilities, licenses, brands, permits, consents and approvals whatsoever as on 31st March 2013, for such consideration at Book Value of Rs. 14,52,63,600/- as per the Audited Balance Sheet and to receive the said consideration by way of allotment of 1,45,26,360 Equity Shares of Rs.10/- each at par value to Kaveri Seed Company Limited by the above said 100% Subsidiary Company ie., M/s. Kaveri Microteck Private Limited.

With effect from 1st April 2014 the Microteck Division shall start their operations separately in Kaveri Microteck Private Limited, which is 100% subsidiary of Kaveri Seed Company Ltd.,

DIRECTORS:

Sub-section (10) of Section 149 of the Companies Act, 2013 (effective 1 April 2014) provides that an Independent Director shall hold office for a term of up to five consecutive years on the Board of a Company; and shall be eligible for re-appointment on passing of a special resolution by the shareholders of the Company. Sub-section (11) of the same section states that no Independent Director shall be eligible for more than two consecutive terms of up to five years each. In addition, sub-section 13 of Section 149 states that the provisions of retirement by rotation as defined in sub-sections (6) and (7) of Section 152 of the Act, shall not apply to such Independent Directors.

The new Clause 49 notified by the SEBI on April 17, 2014, most of which comes into effect from 1 October 2014, states in sub-clause II (B)(2) that any Independent Director "who has already served five years or more in a listed company as on 1 October 2014, shall be eligible for appointment, on completion of his present term, for one more term of up to five years only.

The appointment of Non-Executive Directors — whose sub-set comprise Independent Directors — under the Companies Act, 1956 was a defacto term of three years because one third of such fiduciaries were eligible for retirement by rotation.

Therefore, it stands to reason that those Independent Directors who would complete their present three-year term at the ensuing AGM of the Company in September 2014, and are eligible for re-appointment, may be considered by the shareholders for re-appointment for a term of up to five years. Therefore, the Board recommends reappointing the retiring Directors, Dr. Y.L.Nene and Mr. M. Srikanth Reddy for an additional period of five years each, respectively.

Further, the Board also recommends the appointment of Mr. RVaraprasad Rao, Dr. S. Raghuvardhan Reddy,

Dr. S.M.IIyas and Mr. K.Purushotham as Independent Directors under the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, not liable to retire by rotation and to hold office for the period as stated in their respective resolutions and the explanatory statement forming part of the Notice of the AGM.

The brief profile of all the Independent Directors is given in the accompanying notice of the annual report for reference of the shareholders.

Further, pursuant to the provisions of Section 152 of the Companies Act, 2013 (effective 1 April 2014), one-third of the retiring Board members (other than Independent Directors), shall retire every year and if eligible, can be re- appointed, by the shareholders at their meeting. Hence, approval of shareholders is also being sought for variation in terms of appointment of Mr. R.Venumanohar Rao, Whole time Director for making his office liable to retire by rotation. All other terms and conditions of his appointment shall remain unchanged.

The respective resolutions to the above referred matters are included in the notice convening the 27th Annual General Meeting scheduled on 18th September 2014.

STATUTORY AUDITORS

The statutory auditors of the Company, M/s. RR.Reddy & Co. Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office of the statutory auditors, if re- appointed.

Section 139(2) of the Companies Act, 2013 (effective 1 April 2014), mandates that a listed company or such other prescribed classes of companies shall not appoint or reappoint an audit firm as Statutory Auditors for more than two terms of five consecutive years each.

Further, the companies as aforesaid, whose Statutory Auditors has held office for a period of ten years or more are required to comply with these provisions, within three years from the date of commencement of these provisions i.e. 1 April 2014. For this purpose, the term of the audit firm before the commencement of these provisions shall be taken into account for calculating the period of ten consecutive years. Our auditors, M/s. RR.Reddy & Co. Chartered Accountants, are holding the office as Statutory Auditors since inception. Hence, they can only be re- appointed in transitional period up to three years, i.e. up to FY2017 (subject to ratification by the members at every subsequent AGM).

The Audit Committee and the Board of Directors recommend the re-appointment of M/s. RR.Reddy & Co. Chartered Accountants as statutory auditors of the Company up to FY2017, for shareholders'' approval.

FIXED DEPOSITS:

Your Company has not accepted any deposits under

Section 58A of the Companies Act, 1956 and hence no amount of principal or interest was outstanding as on the date of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956 as amended, your Directors confirm as under:

In preparation of Annual Accounts, the applicable Accounting Standards has been followed along with proper explanation relating to material departures;

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 2013-14 and of profit of the Company for that period;

We have taken properandsufficientcareforthe maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

We have prepared the annual accounts on an on-going concern basis

PARTICULARS OF EMPLOYEES:

The particulars of employees as required to be disclosed in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975 as amended are annexed to the Directors'' Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary.

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

Information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure I forming part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 of the Companies Act, 2013, the Company has constituted Corporate Social Responsibility Committee to monitor the CSR activities of the Company in terms of the provisions of the Companies Act, 2013.

EMPLOYEE STOCK OPTION SCHEME:

Pursuant to the Employee Stock Option Scheme, 6,85,000 options were granted by the company to the eligible Employees of the Company at a price of Rs.34/- per option, being below the market price. Each option entitles the holder thereof to apply for and be allotted an ordinary share of the Company of the nominal value of Rs.2/- each, upon payment of the exercise price during the exercise period. Some of the employees are exercised their options and 2,31,285 equity shares of Rs.2/- each were allotted during the year. Details of the options up to 31st March 2014 are set out in the annexure to this Report, as required under Clause 12 of the Securities and Exchange Board of India (Employee Stock Options Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.

CORPORATE GOVERNANCE:

The certificate of the Statutory Auditor M/s. RR.Reddy & Co., confirming of compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India is annexed.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed report on the Management Discussion and Analysis is provided as a separate section in this Annual Report.

HUMAN RESOURCES

Your Company is well known for its execution capabilities, marketing and manufacturing strengths, product quality, and ability to keep to its commitment and deliver for its customers. Over the year, organisational strengths have enabled your company to grow faster than the industry average in each of the year. The momentum continued during the year under review with a new high in volume sold, highest over revenues and profit after tax. Your company has been well served by all the employees.

SAFETY, HEALTH AND ENVIRONMENT

Company''s focus on Safety, Health and Environment continued during the year under review across all locations with all seed processing plants maintaining high safety standards. Company has put in place robust processes and performance indicators to track its Safety, Health and Environment performance. Your Company maintained high standards of environmental performances with all facilities operating well within norms.

INDUSTRIAL RELATIONS:

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:

Your Directors place on record their sincere appreciation for the dedication, hard work and commitment of the employees at all levels and their significant contribution to your Company''s growth. Your Company is grateful to the Distributors, Dealers, and Customers 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.

For and on behalf of the Board

Sd/- Sd/-

Secunderabad, G.V. Bhaskar Rao G. Vanaja Devi

29th May 2014 Managing Director Whole time Director

---

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 26th Annual Report of the Company together with the Audited Accounts for the financial Year ended 31st March 2013.

FINANCIAL RESULTS:

(Rs. in Lakhs)

Particulars 2012-13 2011-12

Gross Turnover 71083.58 37244.32

Profit before Depreciation, 14576.69 7423.54 Interest and Taxes.

Depreciation/Amortization 1060.39 1000.94

Interest 150.71 327.12

Profit before Tax 13365.59 6095.48

Provision for Tax/Deferred Tax 378.47 285.12

Net Profit 12987.12 5810.36

Balance brought forward from 12353.99 8180.63 Previous Year

Balance available for appropriation 25341.11 13990.99

Appropriations:

Proposed Dividend including Tax 2556.47 637.00

Transfer to General Reserve 1000.00 1000.00

Balance carried to Balance Sheet 21784.64 12353.99

FINANCIAL HIGHLIGHTS:

Members would be happy to know that the revenues and net earnings were the highest in the history of the Company. During the year you company has reached a turnover of Rs. 71083.58 Lakhs during the year under review. The financial year 2012-13 was a significant improvement in all parameters like revenues, operating income, profit before tax, profit after tax and earnings per share. The gross turnover grew over 90.85% at Rs. 71083.58 lakhs which was augmented by our strategic initiatives taken by the company by high volume sale of seed. Net Profit after Tax of Rs. 12987.11 lakhs was higher by 123.51% over Rs. 5810.36 lakhs of the previous year. It is a new all time high for your Company translating to EPS of Rs. 94.78 as compared to Rs. 42.40 of last year.

REVIEW OF OPERATIONS:

Your Company made significant progress during the year under review gaining market presence, volume growth and visibility for its products in the addressable markets. Your Company has a well structured marketing team that is able to convert approvals into invoicing. The investment made in the market place and the expertise of the team will be leveraged to differentiate Kaveri from competition. Channels to market have been broadened to increase revenue.

These efforts allow the marketing team to better anticipate opportunities and shifts in the market and understand changing customer and farmer needs. With such knowledge, your company is able to effectively manage the product mix to achieve highest possible market share and margins. Your Company is pursuing the goal of becoming a leading seed company in the Indian seed market.

FUTURE OUTLOOK

The carrying capacity of spaceship earth and to sustain life on the planet is fragile and under increasing stress. Despite significant growth in food production over the past five decades more than a billion people suffer from hunger and even more from silent hunger. By 2050, the global food requirement will double, driven by anticipated population of more than 9 billion and a demand for improved diets, particularly in developing countries like India.

Agriculture ingeneral is under great pressure to produce more from less. There is a need to increase productivity in a more accelerated way in order to ensure food and nutritional security to a growing population that is on the path of societal ascendency. Farms need to produce more year by year to provide food, feed and fiber to meet the demands of the population

Anticipated and experiencing climate changes, dwindling natural resources and biodiversity pose additional challenges to improve farm productivity at required pace. Sustainable intensification of agriculture holds the key to tackle these challenges to achieve food sufficiency.As seed is the most critical renewable input in agriculture, seed the future with production of high quality hybrid seed of field and vegetable crops is the motto of Kaveri Seeds.

At Kaveri, we are also leveraging our strength in R&D with our unmatched expertise in agribusiness, to explore new opportunities in high value agriculture by way of protective cultivation of premium vegetables and herbs. The company has established a subsidiary company, Kexveg India Private Limited, to producing high value exotic vegetables and herbs. The subsidiary has started commercial cultivation of high value exotic Indian vegetables and European culinary herbs in an exploratory built up area of 5 hectares of mega green houses. During the year, the company cultivated full range of Indian vegetables- tomato, cucumber, melons, and bell pepper in its farm under drip. The company has plans to expand cultivation of green and colour capsicums, hybrid and cherry tomatoes, parthenocarpic cucumber, leafy lettuce, Iceberg lettuce and Basil; and culinary herbs which include chives, sage, cilantro and parsley to cater to the domestic and European market. For penetration to the export market, the Company is exploring new grounds.

DIVIDEND:

Your Directors have proposed a final dividend of 80% i.e., Rs. 8/- per equity share and together with the interim dividend of 80% i.e. Rs. 8/- per equity share, the total dividend for the financial year 2012-13 comes to 160% i.e. Rs. 16/- per share on the equity shares of Rs. 10/- each against 40% i.e. Rs. 4/- per share paid in the previous year.

The Dividend, if approved at the ensuing 26th Annual General Meeting, will be paid to those shareholders whose names appear on the register of members of the Company as on 19th September 2013. The Dividend would be tax-free in the hands of the shareholders.

SUBSIDIARIES:

During the year your Company has one subsidiary as on 31st March 2013 ie., Kexveg India Private Limited.

As per Section 212 of the Companies Act, 1956, the Company is required to attached the Directors'' Report, Balance Sheet and Statement of Profit and Loss of the Subsidiary of the annual report. The Ministry of Corporate Affairs, Government of India vide its circular No.2/2011 dated 8th February 2011 has provided an exemption to companies from complying with Section 212, provided such companies publish the audited publish the audited consolidated financial statements in their annual report. Accordingly, the annual report 2012-13 does not contain the financial statements of the subsidiary. The audited annual accounts are related information of the subsidiary, where applicable, will be made available for inspection during business hours at our registered office in Hyderabad, India.

The members, if desire, may write to the Company Secretary at Kaveri Seed Company Limited, 513-B, 5th Floor, Minerva Complex, S.D.Road, Secunderabad - 500 003, Andhra Pradesh to obtain a copy of the financial of the subsidiary company.

The consolidated financial statement, in terms of Clause 32 of the Listing Agreement and prepared in accordance with Accounting Standard 21 as specified in the Companies (Accounting Standards) Rules, 2006 also forms a part of this annual report.

ACQUISITION:

During the year the Company has acquired 70% stake in Partnership firm of Aditya Agritech. The total cash-flow for the acquisition was Rs. 77.00 Lakhs. The investment utilized for the purchase of stocks and seed business. The product profile of the said firm will exactly match with our Company''s products and therefore, the proposal will be more beneficial to enhance the share in the seed market. Further, the Board also proposed to convert the said firm into private limited company.

FIXED DEPOSITS:

Your Company has not accepted any deposits under Section 58A of the Companies Act, 1956 and hence no amount of principal or interest was outstanding as on the date of this Annual Report.

DIRECTORS:

During the year, Sri K. Purushotham, appointed as an Additional Director of the Company with effect from 14th February 2013 in the casual vacancy caused by the expire of Sri K.V.D.Prasad Rao, pursuant to Section 262 of the Companies Act, 1956 read with Article 140 of the Articles of Association of the Company, liable to retire by rotation and subject to approval of members of the Company in the ensuing Annual General Meeting.

The Board has expressed deep condolence for sudden demise of Sri K.V.D.Prasad Rao, Non-Exectuve Independent Director of the Company and noted that his valuable service rendered to the Company is highly appreciated and deeply grieved for losing an eminent Director of the Company.

In accordance with the provisions of the Companies Act, 1956, read with the Articles of Association of the Company, Sri C.Vamsheedhar, Sri C.Mithun Chand, Sri P.Varaprasad Rao, Directors retire by rotation at the forthcoming Annual General Meeting scheduled on 24th September 2013 and being eligible offer themselves for re-appointment. The brief profiles of Sri C.Vamsheedhar, Sri C.Mithun Chand, Sri P.Varaprasad Rao and Sri K. Purushotham provided in the Report on Corporate Governance forming part of Annual Report.

AUDITORS'' & AUDITORS'' REPORT:

The statutory auditors'' report is annexed to this report. The notes on financial statements referred to in the Auditors'' report are self explanatory and do not call for any further comments.

M/s. P.R.Reddy & Co. Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment as Statutory Auditors of the Company for the financial year 2013-14.

COST AUDITORS:

Pursuant to Section 233B of the Companies Act, 1956, the Central Government has prescribed an audit of cost accounting records in respect of seed business of the company. Based on the recommendations of the Audit Committee, and subject to the approval of the Central Government, the Board of Directors had appointed Mr.P.L.N.Sarma, Cost Accountants, as Cost Auditors of the Company for FY 2013. The cost audit report would be filed with the Central government as per timeline.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956 as amended, your Directors confirm as under:

i) In preparation of Annual Accounts, the applicable Accounting Standards has been followed along with proper explanation relating to material departures;

ii) 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 2012-13 and of profit of the Company for that period;

iii) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) We have prepared the annual accounts on an on-going concern basis

PARTICULARS OF EMPLOYEES:

The particulars of employees as required to be disclosed in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975 as amended are annexed to the Directors'' Report. However, as per the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary.

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

Information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure I forming part of this Report.

EMPLOYEE STOCK OPTION SCHEME:

Pursuant to the Employee Stock Option Scheme, the Company has granted 1,37,000 options on 28th January 2010 to the eligible Employees of the Company at a price of Rs. 170/- per option, being below the market price. Each option entitles the holder thereof to apply for and be allotted an ordinary share of the Company of the nominal value of Rs. 10/- each, upon payment of the exercise price during the exercise period. Some of the employees are exercised their options during the end of year, hence the allotment will be made in the month of April 2013 under the Scheme.

Details of the options up to 31st March 2013 are set out in the annexure to this Report, as required under Clause 12 of the Securities and Exchange Board of India (Employee Stock Options Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.

CORPORATE GOVERNANCE:

The certificate of the Statutory Auditor M/s. P.R.Reddy & Co., confirming of compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India is annexed.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed report on the Management Discussion and Analysis is provided as a separate section in this Annual Report.

HUMAN RESOURCES

Your Company is well known for its execution capabilities, marketing and manufacturing strengths, product quality, ability to keep to its commitment and deliver for its customers. Over the year, organisational strengths have enabled your company to grow faster than the industry average in each of the year. The momentum continued during the year under review with a new high in volume sold, highest over revenues and profit after tax. Your company has been well served by all the employees. Your company has appointed HR Consultants of M/s. Husys Consultants to execute and implement HR Agenda and actions within the organisation with the objective of enhance business performance and capability of employees under strong value based framework.

The consultants gives a broad direction and support initiation for talent management programs in line with short term and long term business imperative/organisational needs. As at 31st March 2013 employees on roll constituted 699 higher by 8.37% over 645 as on the previous year.

INDUSTRIAL RELATIONS:

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:

Your Directors place on record their sincere appreciation for the dedication, hard work and commitment of the employees at all levels and their significant contribution to your Company''s growth. Your Company is grateful to the Distributors, Dealers, and Customers 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.

For and on behalf of the Board

Sd/- Sd/-

Secunderabad, G.V.Bhaskar Rao G.Vanaja Devi

23rd May 2013 Managing Director Whole time Director

---

Mar 31, 2012

To The Members of M/s KAVERI SEED COMPANY LIMITED

The Directors have pleasure in presenting the 25th Annual Report of the Company together with the audited accounts for the financial year ended 31 March 2012.

FINANCIAL RESULTS

(in Rs Lakh)

2011-12 2010-11

Gross Turnover 37244.32 23468.84

Profit before Depreciation, Interest and Taxes 7423.54 5486.67

Depreciation/Amortization 1000.94 1019.31

Interest 327.12 434.94

Profit before Tax 6095.48 4032.42

Provision for Tax/Deferred Tax 285.12 (215.09)

Net Profit 5810.36 4247.51

Balance brought forward from Previous Year 8180.63 5366.68

Balance available for appropriation 13990.99 9614.19

Appropriations

Proposed Dividend including Tax 637.00 398.13

Transfer to General Reserve 1000.00 1000.00

Balance carried to Balance Sheet 12353.99 8216.07

FINANCIAL HIGHLIGHTS

Members will be happy to know that your Company is celebrating its Silver Jubilee this Year. This eventful journey has been a period of planned growth and success, and your Directors take this opportunity to complement every one - the members, customers, dealers, distributors, business associates and employees for their encouragement, support and co- operation. Your Company shall maintain the momentum and re-dedicate itself to strive for sustained growth and thereby meet every stakeholder's expectation in the future as well.

Your Company has reached a turnover of Rs 37244.32 lakhs during the year under review. The financial year 2011-12 was a significant improvement in all parameters like revenues, operating income, profit before tax, profit after tax and earnings per share. The gross turnover grew over 59% at Rs 37244.32 lakhs which was augmented by our strategic initiatives taken by the company by high volume sale of seed. Net Profit after Tax of Rs 5810.36 lakhs was higher by 36.79% over Rs 4247.51 lakhs of the previous year. It is a new all time high for your Company translating to EPS of Rs 42.40 as compared to Rs 31 of last year.

Your Company is working towards accelerated growth, both in revenues as well as its earnings. Sustainable medium and long-term goals are being pursued. Our customer centricity will always be matched by our efforts to meet the stakeholders' interest. Investors in Kaveri can look forward to robust growth.

Your Company will always endeavor to leverage its product, technologically and people strength to enhance share owner's value. This sustainable growth model is being further augmented with new initiatives initiated and contemplated.

REVIEW OF OPERATIONS

Your Company during the last five years has shown healthy CAGR growth of 40% and 43% in respect of revenue and PAT. Your Company has maintained and made a mark as a National player in the seed industry with substantial products. Plans are afoot to launch six more hybrids, of which two have been marching ahead already. These hybrids in conjunction with other currently marketed ones, keep the growth momentum of the company in the years ahead. Your Company is one of the few in the industry who have more than three decades of experience and consistent track record. The experience over the years has helped in understanding every changing needs and demands of customers. The clear focus on quality, product development, manufacturing efficiencies, productivity improvements and quicker reach to market will drive to success in future. Your Company strongly believes that our future rests on continued investment in R&D with focus on breeding research and product development. As such the Company plans to invest more in R&D to further the capabilities – in terms of human resources and infrastructure.

Your Company's image received boost by figuring in Forbes Listing Under Top 200 Companies, Best under a Billion in Asia - Pacific Region successively for third time.

OUTLOOK

Seed is the harbinger of change in modern agriculture and agriculture in turn is the game changer of the society. Harnessing the best of scientific knowledge and technological breakthroughs to produce seed of super green hybrids is crucial for second green revolution with world food crisis looming large, it is a foregone conclusion that future rests with those who wield grain power and the quality seed we produce through innovation hold the key in such empowerment. Technological advances and policy reforms initiated in late 1980s, greatly impacted India's seed industry by opening up new growth opportunities through investment on innovation. This is amply witnessed in case of cotton, where the introduction of Bt cotton hybrids to combat vexed problem of bollworm menace, developed by the private sector lead to stabilized and enhanced yields, extension of area and maximization of output. Less benefited from these technological advances and policy reforms are the triple cereals- rice, wheat, and maize. In general, seed industry's investment in research, development, and marketing of improved seed for these crops lagged that of cotton. Rice, wheat and maize are also key to India's food and nutritional security and their stagnant production and productivity makes the country food insecure. The falling rate of yield gain for these crops is of great concern. It is the private sector that may contribute to growth in coming years by reversing the trend. The R&D capabilities of seed Industry, as well as pro business policy environment to support their growth, will significantly contribute to productivity gains in the major cereals. After Bt. cotton, growth driver and hope for industry is hybrid rice. Hybrid rice with huge market potential is the next major attraction for your company's business too.

RESEARCH & DEVELOPMENT

The seed industry is highly competitive and one who establishes an edge in respect of quality of launched products in the market is the front runner. The company is currently refurbishing its seed business by phasing out extant products, with an eye on new and improved, extending its entry into emerging markets to secure firm leadership in industry. The company is striving to deliver solutions from seed to agro inputs - micro nutrients and bio pesticides. The key strategy is to focus on innovation by way of increased investment in R&D, infra structure and human resources. The company has plans to consolidate its recently established lead in cotton, pearl millet and maize and carve a niche in vegetable seed and export market. It also intends to scale up their position in hybrid rice and sunflower.

Your Company continues to rein enviably in its research driven product portfolio - both in number and performance. The Company's premier BT cotton hybrids - Jaadoo, Jackpot and North Bullet and bajra hybrid - Super Boss launched in the recent past are now the envy to the competitors in the seed business. Sampada (red gram) Sampoorna (paddy) have created niche markets. Based on National Evaluation process, the ICAR has identified Company's maize hybrids KMH 25K60 for AP, Karnataka and Maharastra and KMH 3712 for Punjab, Delhi, Haryana, Western UP., Rajasthan, Gujarat, Madhya Pradesh, Bihar, and W. Bengal & Eastern UP (2011). Four paddy hybrids KPH 216, KPH 371, KPH 272 & KPH 199 excelled in National trials and advanced to second stage of national evaluation. In a similar vein, X 563 (Bajra) and KSH 950 (Jowar) are the hybrids of promise and likely to hit the market soon. Success has also been achieved in vegetable breeding; Tomato hybrids - KTH 104, KTH 204, okra hybrids - Kaveri Nadia and Kaveri Leena hold promise and hope for the Company's further growth in vegetable business. Significant progress has been made in breeding yellow vein mosaic virus (YVMV) resistant okra hybrids. The performance of proprietary hybrids at all India level is evidenced by their identification in ICAR trials and subsequent notification by the CVRC. Four maize hybrids- KMH 218 Plus; KMH 3426; KMH 25K60 & KMH3712 and Bajra hybrid Super Boss (MH1553) have been notified recently.

PPV&FR

With increased private investment in research and knowledge-driven products, Intellectual Property Rights (IPR) are rising in importance, a trend that would affect many players in the agricultural sector. IPR regimes are expected to contribute to increasing agricultural productivity and improving food security through higher investment and better innovations by the private sector in crop genetic improvement. To encourage such an endeavour, the government enacted PPV&FR Act 2001.

Your Company has registered a number of germplasm/parental lines and hybrids evolved through its dedicated R&D team to realize investments and protect rights. To date as many as 159 lines/hybrids have been registered with PPV&FR of which 39 have undergone DUS test and 15 are in line for certification.

Microteck

Your Company established Microteck division about 9 years back to provide green and organic products—micro nutrients and bio-pesticides—to farmers. Branded Microteck, these products help significantly in increasing crop yield. Bulk moving products under this category are Mazik and Energy, which are used as foliar spray. Captain is recommended for soil application. The main products under this category are ultimax , Kick, and microzyme, which are yield maximizers. Fire and Fatafat stimulate the plant defence mechanism. Microteck has started production of bio-pesticides—Bio-guard and Bio-cense—that subscribe to green norms.

The Thrust

Your Company is committed to be a front-runner in its core seed business by ensuring quality through greater focus, improved efficiency, accelerated innovation, and by remaining farmer-centric throughout the value chain. With the efforts of the last five years, your Company's business has climbed new heights and gained momentum.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs 4 per equity share of Rs 10 each 40% for financial year 2011-12. The dividend, if approved at the ensuing Annual General Meeting, will be paid to those shareholders whose names appear on the register of members of the Company as on 25 September 2012. The dividend would be tax-free in the hands of the shareholders.

SUBSIDIARIES

During the year, your Company has incorporated 100% Wholly Owned Subsidiary Company, Kexveg India Private Limited, in the month of November 2011, with an initial investment of Rs 6.40 crore.

The subsidiary company is a new initiative for producing high value exotic Indian vegetables and European herbs for domestic and export markets. The subsidiary entered into commercial cultivation of these products in state-of-the-art and specially designed and built green houses. During the year, the Company started cultivating a five hectare area as a pilot project near Hyderabad. It is now taking steps to expand the farm by another five hectares to cultivate crops like green and coloured capsicum, hybrid tomato, cherry tomato, parthenocarpic cucumber, leafy and iceberg lettuce, basil, and other culinary herbs like chives, sage, tarragon, Rosemary, oregano, cilantro, and parsley to cater to European tastes. Apart from this, the company is growing a full range of Indian vegetables in its farms under drip irrigation. Facilities include an in-house cold room and packing facilities by punnet packing. The company plans to introduce shrink wrapping and slicing dehydration.

During the year, the financial statements of the above said subsidiary and also the consolidated statements will not be reflected in the accounts of this Annual Report. In accordance with the Companies Act, the accounts of the subsidiary will be closed within the stipulated time from the date of incorporation. Accordingly, the financial results of the subsidiary company will be made available along with the next Annual Report of the company.

HUMAN RESOURCES

Your Company is well-known for its execution capabilities, marketing and manufacturing strengths, product quality, ability to keep to its commitment, and deliver for its customers. Over the year, organisational strengths have enabled your company to grow faster than the industry average in each year. The momentum continued during the year under review with a new high in volume sold, highest ever revenues, and profit after tax. Your company has received the support of all employees. As at 31 March 2012, your Company had 645 employees on roll, higher by 11.59% over 578 in the previous year.

CORPORATE GOVERNANCE

The certificate of the Statutory Auditor M/s. PR Reddy & Co., confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the stock exchanges in India is annexed.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on the Management Discussion and Analysis is provided as a separate section in this Annual Report.

FIXED DEPOSITS

Your Company has not accepted any deposits under Section 58A of the Companies Act, 1956, and hence no amount of principal or interest was outstanding as on the date of this Annual Report.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, read with the Articles of Association of the Company, KVD Prasada Rao, Dr S Raghuvardhan Reddy and Dr SM Ilyas, Directors, retire by rotation at the forthcoming Annual General Meeting scheduled on 25 September 2012 and, being eligible, offer themselves for re-appointment. The brief profiles of KVD Prasada Rao, Dr S Raghuvardhan Reddy and Dr SM Ilyas are given in the Notice of the Annual Report for reference of members.

AUDITORS

The Statutory Auditors of the Company M/s PR Reddy & Co. Chartered Accountants retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office of Statutory Auditors, if reappointed. The Audit Committee and the Board of Directors recommend reappointment of M/s PR Reddy & Co., Statutory Auditors of the Company for the financial year 2012-13 for shareholders' approval.

RECONCILIATION OF SHARE CAPITAL AUDIT

A reconciliation of share capital audit for the year 2011-12 was carried out by AN Sarma, practicing Company Secretary. The said reconciliation of share capital confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956, Depositories Act, 1996, Listing Agreements with the Stock Exchanges, Securities Contracts (Regulation) Act, 1996, and all the regulations of SEBI as applicable to the Company, including the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, and the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, as amended, your Directors confirm as under:

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

ii 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 2011-12 and of profit of the Company for that period;

iii We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of its knowledge and ability. There are however, inherent limitations, which should be reconised while relying on any system of internal control and records; and

iv it has prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

The particulars of employees as required to be disclosed in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, and the Companies (Particulars of Employees) Rules, 1975, as amended are annexed to the Directors' Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in Annexure I forming part of this Report.

EMPLOYEE STOCK OPTION SCHEME

Pursuant to the Employee Stock Option Scheme, the Company has granted 1,37,000 options on 28 January 2010 to eligible employees of the Company at a price of Rs 170 per option, being below the market price. Each option entitles the holder thereof to apply for and be allotted an ordinary share of the Company of the nominal value of Rs 10 each, upon payment of the exercise price during the exercise period. During the year, no employee exercised the options, hence, no options were allotted under the Scheme. Details of the options up to 31 March 2012 are set out in the Annexure II to this Report, as required under Clause 12 of the Securities and Exchange Board of India (Employee Stock Options Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.

INDUSTRIAL RELATIONS

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

Your Directors place on record their sincere appreciation for the dedication and commitment of the employees at all levels and their significant contribution to your Company's growth. Your Company is grateful to distributors, dealers, and customers 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.

For and on behalf of the Board

Sd/-

GV BHASKAR RAO Managing Director

Sd/- Place Secunderabad G VANAJA DEVI Date 26 May 2012 Wholetime Director

---

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 24th Annual Report of the Company together with the Audited Accounts for the financial Year ended 31st March 2011.

FINANCIAL RESULTS (Rs. in Lakhs)

2010-11 2009-10

Cross Turnover 23468.84 16402.68

Profit before Depreciation, interest and Taxes. 5486.67 3715.85

Depreciation/Amortization 1019.31 414,52

Interest 434.94 182,29

Profit before Tax 4032.42 3119,04

Provision for Tax/Deferred Tax 215.09 212.51

Net Profit 4247.51 2906.53

Balance brought forward from Previous Year 5366.68 3779.70

Balance available for appropriation 9614.19 6686.24

Appropriations:

Proposed Dividend including Tax 398,13 319,55

Transfer to General Reserve 1000.00 1000,00

Balance carried to Balance Sheet 8216.07 5366.68

FINANCIAL HIGHLIGHTS

During the year, your Company's business has significantly improved in all aspects - revenues, operating income, profit before tax, profit after tax and earnings per share. The gross turnover growth of over 43% at Rs 23468.84 lakhs was a reflection of success of our strategic initiatives for quantum jump in seed sales. Net Profit after Tax at Rs.4247.51 lakhs was higher by 46,13% over Rs.2906,53 lakhs than in the previous year. It isa new high for your Company Earning PerShare(EPS)@Rs, 31.00 compared to Rs.21.21of last year,

Your Company is striving hard for accelerated growth in revenues as well as earnings. Sustainable medium and long- term goals are being envisioned and pursued. Our customer focus will always be in tandem with our t stakeholder's interest. Investors in Kaveri can look forward for robust growth,

Your Company will always endeavor to leverage it's technological and product strength to enhance augmentation of the company. This sustainable growth model is being further augmented with innovation and initiatives that will further growth of the company.

REVIEW OF OPERATIONS

Your Company is makingall out efforts toensure that the products developed are in tune with the needsof the farmers and initiated several steps to mark its presence in the premium markets. Reducing the marketing lag and improve the reach of Company's products are some of the current initiatives that are expected to help the Company to be a cost effective producer that enable your Company to meet the challenges of competitive markets in the future.

Your Company continues to rein enviably in its product portfolio - both in number and performance. The Company's premier BT cotton hybrids - Jadoo and Jackpot, and bajra hybrid- Super Boss launched earlier are doing good in the seed market and in the farmer's fields. Sampada (red gram) Sampoorna (paddy) have also created niche markets, Based on National Evaluation process, the ICAR has identified Company's maize hybrid KMH 3712 for Punjab, Delhi, Haryana, Western U.P., Rajasthan, Gujarat, Madhya Pradesh, Bihar, and W. Bengal & Eastern LLP. Four of our paddy hybrids KPH216,KPH 371, KPH272&KPH 199 excelled in National trialsand advanced to next stage of evaluation. Ina similar vein, X 563 (Bajra) and KSH 950 (Jowar) are the hybrids of promise and likely to hit the market soon. Some success has been achieved in vegetable breeding; Tomato hybrids- KTH 104, KTH 204, Okra hybrids - Kaveri Nadia Kaveri Leena hold promise and hope for the Company's business. Significant progress has been made in breeding yellow vein mosaic virus resistant Okra hybrids.

Germplasm or the genetic wealth is the most vital asset of the Company. The vast collection of germplasm that accrued over the years has been streamlined for conserving in" Gene Bank" built in as part of the newly commissioned cold storage unit and Seed Bank at Pamulaparty. Realizing the importance of multi environment evaluation of Company's hybrids, the Company strengthened the system of out reach evaluation tlvrough organizing multi location trials. In order to establish legal ownership of the Company's hybrids and their parental lines, efforts are underway to registering the lines with PPV&FR authority. Till date, ~"I4Q applications were Hied with PPV&FRA of which twenty cleared through DUS testing.

OUTLOOK

To augment finite natural resources -land and water, the Company has embarked on plans to bring more area for seed production of Foundation seed with judicious use of rain water. Towards this goal, more farm area has been brought under plough for commercial production of seed and intensified efforts on rain water harvest for use in new cropped area.

The twin challenges in current agriculture is to increase the production and productivity of field crops through a green growth strategy. Concurrently, your company is giving emphasis to high value agriculture by way of protective cultivation of premium vegetables. Demand for vegetables at home and for export is increasing. In view of the demand for higher quality and more variety in vegetables, the Company is laying new thrust on vegetable breeding with emphasis on tomato, okra and chilly. Your Company has plans to grow high value vegetables for export. Despite stiff opposition to GM technology, environmental, quality and production efficiency benefits will eventually tilt in favour of wide adoption of the transgenic crops in the country. Deregulation of Blbrinjal is on the cards. With Btbrinjal getting clearance soon for commercial planting, a host of GM crops follow suit, ushering an era of biotech crops. Biotechnology is destined to steer the breeding process in the near future. Realising this, your Company has built state of the art transgenic containment hays and put into operation at Pamulaparthy. Building of mega greenhouses for Flori and Olericulture are in progress as the Company is loo king forward for business in overseas markets. Hybrid rice with huge tradeoff is still the major attraction for the Company's investment. Production problems of quality seed production of Hybrid paddy seed are being tackled. Your company's R&D is geared to absorb and adopt new technologies in crop breeding. Being India's leadingSeed Company, the focus centers round conventional breeding and breeding by design using biotechnology to advance the yield frontier and stabilize through incorporation of genetic resistance to biotic and abiotic stresses. Your Company is striving for new and sustained levels of recognition exemplified by the performance of pipe line hybrids in All India Coordinated Trials and commercial launching of premier cotton, bajra and maize hybrids. Conjunct use of Breeding and Biotechnology is on the anvil for developing biotic resistant rice hybrids,

RESEARCH & DEVELOPMENT

Three years after the food crisis in 2007, the prices of basic food items are again rising rapidly, fueling new concerns about the food security of developing countries. The international prices of maize and wheat have almost doubled in 201 tl -2011 India's biggest challenge is to ensure food and nutritional security to its masses. Investment in Agriculture R&D is the effective way of ensuring food security and economic growth. There is emphasis for another green revolution through sustainable intensification of agriculture. This implies a green growth strategy (GSS) that ensures productivity growth through a sustainable path consistent with long term environmental safety. Seed is the key player in this endeavour. Being the carrier of genetic potential, contributes to productivity increase thereby creating revenue pathways to farmers. The pressing need is for quality seed of varieties and hybrids that are not only high yielding but resilient to less inputs-water,fertilizersetc.Thusfood security isinterwoven with the seed security.

The Kaveri Seed Company's R&D targeted its research for developing hybrids that excel in the market with quality assurance. Genetically enhanced premium quality seed has been the hallmark of Kaveri for more than three decades, The Company with vast experience in seed production of major agricultural crops backed by a very strong in-house R&D programme for crops-maize, cotton, sunflower, bajra, sorghum, rice and several vegetable crops nurtured a competitive edge in seed and agribusiness. With over 600 acres of farm land owned by the company and dedicated team of researchers, the company is conscious of the changing needs of farmers and consumers to design and develop productive hybrids that fetch rewarding returns. Being India's leading Seed Company, the R&D focus centers round conventional breeding and breeding In design using biotechnology to advance the yield frontier and stabilize through incorporation of genetic resistance tobiotic and abiotic stresses. During the year under report, our R&D strived hard to accelerate to new and sustained levels of innovation as exemplified by the performance of pipe line hybrids in All India Coordinated Trials and commercial launching of premier hybrids.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.2.50/- per Equity Share of Rs.10/- each (25%) for the financial year 2010-11. The dividend, on approved at the ensuing Annual General Meeting, will be paid to the shareholders whose names appear in the register of the Company as on 24th September 2011. The dividend would be tax-free in the hands of the shareholders.

CORPORATE GOV ERNANCE

The certificate of the Statutory Auditor M/s. P.R. Reddy & Co., confirming of compliance of conditions of Corporate Governance as stiputa ted under Ctause49 of the Us ting Agreement with theStockExchaugesin India is annexed.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on the Management Discussion and Analysis is provided in a separate section elsewhere in this Annual Report.

FIXED DEPOSITS

Your Company has not accepted any deposits under Section 58A of the Companies Act, 1956 and hence no amount of principal or interest was out standing as on date of this Annual Report.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, read with the Articles of Association of the Company, Dr. G. Pawan, Dr. Y.L. Nene and Sri M. Srikanth Reddy, Directors retire by rotation at the forthcoming Annual General Meeting scheduled on 27th September 2011 will be eligible for re-appointment. The brief profiles of Dr, C. Pawan, Dr. Y.L. Nene and Sri M. Srikanth Reddy are given in the Corporate Governance section of the Annual Report for information.

The Board of Directors at their meeting held on 10th August 2011 had re-appointed Sri G,V. Bhaskar Rao, Managing Director designated as Chairman, Smt. G, Vanaja Devi, Sri R, Venu Manohar Rao, Sri C Vamsheedhar and Sri C Mithun Grand, Whole time Directors of the Company for a further period of five years with effect from 15th Movember 2011. These re-appointments are subjected to shareholder's approval and (he resolutions to this effect have accordingly been included in the notice convening 24th Annual General Meeting scheduled for 27th September 2011, A brief profile of the above said Directors are provided in the section on Corporate Governance.

AUDITORS

The term of Statutory Auditors of the Company M/s. P.R. Reddy & Co. Chartered Accountants, expires with the ensuing Annual General Meeting. However, they expressed willingness to serve as Statutory Auditors for another year. The Audit Committee and the Board of Directors recommend reappointment of M/s. P.R, Reddy & Co., Statutory Auditors of the Company for the financial year 2011-12 for shareholder's approval.

RECONCILIATION OF SHARE CAPITAL AUDIT

A Reconciliation of Share Capital Audit for the year 2010-11 was carried out hy Mr. A.N. Sarma, Practicing Company Secretary. The said Reconciliation of Share Capital audit confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956, Depositories Act, 19%, Listing Agreements with the Stock Exchanges, Securities Contracts (Regulation) Act, 1996 and all the regulations of SEBI as applicable to the Company, including the Securilies and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992,

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956 as amended, your Directors confirm as under:

i) In preparation of Annual Accounts, the applicable Accounting Standards has been followed along with proper explanation relating to material departures;

ii) 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 2010-11 and of profit of the Company for that period;

iii) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of tire Company and for preventing and detecting fraud and otherirregularities;

iv) We have prepared the annual accounts on an on-going concern basis

PARTICULARS OF EMPLOYEES

The particulars of employees as required to be disclosed in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975 as amended are annexed to the Directors' Report. However, as per the provisions of Section 219(1) (b) (iv)of the Companies Act, 1956, the Report and Accounts are being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure I which forms part of this Report.

EMPLOYEE STOCK OPTION SCHEME

The Members of the Company through Postal Ballot on 9th January 2009 have approved formulation of Employee Stock Option Scheme 2009 (KSCL ESOP 2009) to the eligible employees of the Company. Further, the modification was approved by the members in their Annual General Meeting held on 22nd September 2009. Pursuant the Scheme, the Company has granted 1,37,000 options on 28th January 2010 to the eligible Employees of the Company at a price of Rs.170/- per option, being below the market price. Each option entitles the holder thereof to apply for and be allotted an ordinary share of the Company of the nominal value of Rs.10/- each, upon payment of the exercise price during the exercise period. During the year, no employee was exercised the options, hence, there is no options were allotted under the Scheme. Details of the options granted and lapsed up to 31st March 2011 are set out in the Annexure II to this Report, as required under Clause 12 of the Securities and Exchange Board of India (Employee Stock Options Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.

INDUSTRIAL RELATIONS

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 count on them for the accelerated growth of the Company.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation for the dedication and commitment of the employees at all levels and their significant contribution to your Company's growth. Your Company is grateful to the Distributors, Dealers, and Customers for their trust, support and encouragement, Your Directors thank the Banks, Financial Institutions, Government Departments and Shareholders and look forward for renewed support in all our future endeavors.

For and on behalf of the Board

sd/- sd/-

Secunderabad, G VANAJA DEVI G.V. BHASKAR RAO

10th August 2011 Whole-time Director Managing Director

---

Mar 31, 2010

The Directors have pleasure in presenting the 23rd Annual Report of the Company together with the Audited Accountsforthe financal Year ended 31 st March 20IO.

FINANCIAL RESULTS: (Rs. in Lakhs)

Gross Turnover 16402.68 12434.42

Profit before Deprecation, Interest and Taxes 3715.85 3226.81

Depreciation/Amortization 414.52 321.94

Interest 182.29 191.85

Profit before Tax 3119.04 2713.02

Provision for Tax/Deferred Tax 207.14 239.45

Net Profit 2911.90 2473.57

Balance brought forward from Previous Year 3779.70 2810.16

Add / Less : Provision for Deferred Tax (5.37) 15.40

Less: Provision for diminution in value of Investments - 198.81

Balance available for appropriation 6686.24 5100.32

Appropriations:

Proposed Dividend including Tax 319.55 320.61

Transfer to General Reserve 1000.00 1000.00

Balance earned to Balance Sheet 5366.68 3779.71

REVIEWOF OPERATIONS AND OUT LOOK:

Your Companys performance for the year under review has been quite satisfactory despite the monsoon playmg truant during the Kharif season. Your Companys business have significantly improved on operational performance compared to previous year and also record a strong financial performance, Gross turnover of Rs. 16402.68 Lakhs improved a growth rate of 32 percent, while the profit after tax is Rs.2906.53 Lakhs improved a growth rate of 16.77 percent.

The financial strength continues to successfully sustain your Companys business model, which is centered on attaining market leadership in its chosen areas of competence at competitive level.

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

Your Company has made strategic investment in setting up a new plant at Pamulaparthi Village, Wargal Mandal, Medak District with the state of an art facility for utilizing cob drying, seed processing and cold storages on owned farmland o f29 Acres which has commenced commercial production in the year 2010.

Your Company is also ensunng that its marketing efforts stay tuned to the needs of the farmers and has initiated steps to develop its presence in quality conscious premium markets and reduce marketing lag and improve the reach for your Companys products. The present initiatives also include converting the Company into a cost effective producer. Th,s will enable your Company to meet the challenges of competitive markets in the future.

Your Company is working towards accelerated growth, both in revenues as well as its earnings. Sustainable medium and long-term goals are be,ng pursed. Our customer focus will always be matched by our efforts to meet the stakeholder interest. Investors in Kaveri can look forward to robust growth.

RESEARCH & DEVELOPMENT:

Investment in Agriculture R&D is the most effective way of ensuring food security and econom,cgrowth. There ,s a growing consensus for another green revolution through sustainable intensification of agriculture. Seed is the key player in this endeavour. Be,ng the repository of genetic potential, evolved through hybridization and selection, seed contributes to productivity increase thereby creating revenue pathways to farmers. The pressing need is for quality seed of varieties and hybrids that are not only high yielding but resilient to less inputs- water, fertilizers etc. Thus food security is interwoven with the seed security. The Kaveri Seed Companys R&D targeted its research for developing hybrids that excel in the market with quality assurance. Genetically enhanced premium quality seed has been the hallmark of Kaveri for more than three decades, The Company w,th vast experience in seed production of major agricultural crops backed by a very strong in-house R&D programme for crops-ma,ze, cotton, sunflower,,bajra, sorghum, rice and several vegetable crops nurtured a competitive edge in seed and agribusiness. With over 600 acres of farm land owned by the company and dedicated team of researchers, the company is conscious of the changing needs of farmers and consumers to design and develop productive hybrids that fetch rewarding returns. Being Indias leading seed company, the R&D focus centers round combined use of conventional breeding and biotechnology to advance the yield frontier and stabilize it through incorporation of genetic resistance to biotic and iotic stresses. Dunng tyear under report, our R&D srnved hard to accelerate to new and sustained levels of innovation as exemplified by the performance of pipe line hybrids in All India Co-ordinated Trials and commercial launching of premier hybrids.

Vegetable consumption, Nation wise is increasing along with seed volume and value. In view of demand for higher quality and more variety in vegetables, KaveriR&D is laying newthrustto vegetables with emphasis on tomato, okra and chilly. All of us anticipated approval for BT brjnjal in India that is not to be. Regardless of this development, commercialization of CM vegetables, particularly in developing countries like ours, is inevitable. Despite current public opposition to CM technology, environmental, quality and production efficiency benefits will eventually tilt in favour of wide adoption of the technology in the country. Once the way is paved for Bt Brinjal, CM rice, maize, wheat and a number of vegetable crops follow the suit, heralding an era of biotech crops. As biotechnology steers the breeding process in the near future, our R&D is being geared up by strengthening human resources and expanding the infrastructure. Abattery of transgenic containment units are getting ready at Gowraram and plans are afoot to build mega greenhouses for Flori and Olericulture. Fortifying BT cotton with herbicide tolerance (HT) and drought tolerance (DT) is on our research agenda. After BT cotton it is the turn of hybrid rice with huge market potential. Whatever may be the current production problems, we need to over come to sustain the technological option for increasing food production

On the product front, the company ,s successful in launching two of its premier BT cotton hybrids in the brand names of jadoo and jack pot, and a pearl millet hybrid, Super Boss. Sampada (red gram) Sampoorna (paddy) are the newly launched varieties. Based on the performance at National level, two of our maize hybrids, Kaveri 50 and KMH 25K60 along with bajra hybrid, MH 1553 were identified by varietal identification committee for eventual notification.

Germplasm is the most vital asset of the company. The vast collection of germplasm that accrued over the years has been streamlined for conserving in" Gene Bank" built in as part of the newly commissioned cold storage un,t and Seed Bank at Gowraram. In order to establish legal ownership of the Companys hybrids and their parental lines, efforts are underway to reg,ster,ngthe lines with PPV&FR authority, Till date, ~ 100 applications were filed with PPV&FRA

To augment natural resources-land and water, the Company has embarked on plans to bring more area under plough and judicious use of scarce water. Towards this goal, farm area to the tune of nearly 120 acres has been brought under cultivation of crops for commercial production of seed. The rain water harvest is in place for use in new cropped area. In addition, drip irrigation has been extended to cover more area in Gundla Narasingpur farm and elsewhere.

DIVIDEND:

Your Directors are pleased to recommend a Dividend of Rs.2/- per Equity Share of Rs. 10/- each (20%) for the financial year 2009-10. The Dividend, if approved at the ensuing Annual General Meeting, will be paid to those shareholders whose names appear on the register of members of the Company as on Book closure date.

CORPORATE GOVERNANCE:

A detailed Report on Corporate Governance system and practices of the Company are given in a separate section in this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed report on the Management D,scuss,on and Analysis is provided as a separate section in this Annual Report.

FIXED DEPOSITS:

Your Company has not accepted any deposits under Section 58A of the Companies Act, 1956 and hence no amount of principal or interest was out stand,ngasonthedateofth,s Annual Report.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, read with the Articles of Association of the Company, Sri C.Vamsheedhar, Shri C.Mithun Chand and Sri P.Varaprasad Rao retire by rotation and be,ng el,g,bleofferthemselvesforre-appo,ntmentasD,rectorsofthe Company.

In accordance with Clause 49 of Listing Agreement your Board was constituted with the total strength of twelve Directors. Apart from this the Board also constituted mandatory/statutory committees and non- statutory committees as mentioned in the Report on Corporate Governance.

AUDITORS:

The Statutory Auditors of the Company M/s. P.R.Reddy & Co. Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office of Statutory Auditors, if reappointed. The Audit Committee and the Board of Directors recommend reappointment of M/s. P.RReddy & Co., Statutory Auditors of the Company for the financial year 2010-1 I for shareholders approval.

SECRETARIALAUDIT REPORT:

A Secretarial Audit for the year 2009-10 was carried out by Mr. A.N.Sarma, Practicing Company Secretary. The sa,d Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956, Depositories Act, 1996, Listing Agreements with the Stock Exchanges, Secunrities Contracts (Regulation) Act, 1996 and all the regulations of SEBI as applicable to the Company, including the Securities and Exchange Board oflnd,a(Substant,al Acquisition of Shares and Takeovers) Regulations, 1997 and the Securities and Exchange Board oflnd,a(Proh,b,t,onoflns,derTrading) Regulations, 1992.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956 as amended, your Directors confirm as under:

i) In preparation of Annual Accounts, the applicable Accounting Standards has been followed along with proper explanation relatmg to material departures;

ii) We have selected such accounting polices and applied them consistently and made judgments and estimates that are reasonable and prudent so as to g,ve a true and fair v,ew of the state of affairs of the Company at the end of the financial year 2009-10 and of profit of the Company for that period;

iii) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detectmg fraud and other irregularities;

iv) We have prepared the annual accounts on an on-go,ng concern basis

PARTICULARS OF EMPLOYEES:

The particulars of employees as required to be disclosed in accordance with the provisions of Section 217(2A; of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975 as amended are annexed to the Directors Report. However, as per the provisions of Section 219( l)(b)(,v) of the Companies Act, 1956, the Report and Accounts are be,ng sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary.

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

Information in accordance with the provisions of Section 217 (I) (e) of the Companies Act, 1956 read with the Companies (disclosure of Particulars in the Report of Board of Directors) rules, 1988 is given in Annexure forming part of this Report.

INDUSTRIAL RELATIONS:

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:

Your Directors wish to place on record their appreciation and acknowledge with gratitude the support and co- operation extended by farmers, dealers, Banks, financial institutions, Central and State Governments, customers and others and thank the shareholders for their continued confidence reposed in the Company.

For and on behalf of the Board

Sd/- Sd/-

Secunderabad G.VBHASKAR RAO G.VANAJA DEVI 3rd August 2010 Managing Director Whole time Director