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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,299 /gm

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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,299 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,299 /gm

Directors Report of Shreeoswal Seeds and Chemicals Ltd.

Mar 31, 2025

Your Directors are pleased to present the 08^th Annual Report on the business and operations
of SHREEOSWAL SEEDS AND CHEMICALS LIMITED along with Standalone and Consolidated
Audited Financial Statements of the Company for the financial year ended 31^st March, 2025.

1. State of affairs and Financial Performance:-

1.1 Financial Highlights And Summary of Standalone and Consolidated Financial
Statements:

The Standalone and Consolidated Financial Statements of the Company for the financial year
ended March 31, 2025, have been prepared in accordance with the Indian Accounting
Standards (Ind AS] as notified by the Ministry of Corporate Affairs and as amended from time
to time.

The Company''s performance during the financial year 2024-25 as compared to the previous
financial year is summarized below:

Particulars	Standalone			Consolidated
	Year ended	Year ended	Year ended		Year ended
	31^st March	31^st March	31st	March	31^st March
	2025	2024	2025		2024
Total Income	9931.57	10261.22	24620.98		26913.87
Total Expenditure	9532.94	9977.73	24110.55		27451.73
Profit/(Loss) before exceptiona	398.63	283.49	510.43		(537.86)
extraordinary items & tax
Exceptional & Extraordinary Item		-			-
Profit/(Loss) before tax	398.63	283.49	510.43		(537.86)
Less: Provision for Tax
Current Tax	117.48	84.23	131.40		84.23
Current Tax expenses related to
Period		4.91			8.57
Deferred Tax	(3.71]	(2.41]	26.14		(214.55]
Profit/(Loss) after tax	284.86	196.76	352.89		(416.11)
Paid up Equity Share Capital	1829.40	1829.40	1829.40		1829.40
Earnings per share
Basic	0.31	0.22	0.39		(0.45]
Diluted	0.31	0.22	0.39		(0.45]

1.2 Operational and State of Company''s Affairs:

â¢ On Standalone basis, your Company had revenue from operation of INR 9721.40 Lakhs for the
financial year ended 31^st March, 2025 as against INR 10060.66 Lakhs in the previous year.
Further, Company earned net profit after tax before other comprehensive income of INR
284.86 Lakhs as against previous year in which Company earned net profit after tax before
other comprehensive income of INR 196.76 Lakhs.

â¢ On a consolidated basis, your Company had revenue from operation of INR 24591.28 Lakhs
for the financial year ended 31^st March, 2025 as against INR 26903.23 Lakhs in the previous
year. Further, company earned consolidated net profit after tax before other comprehensive
income of INR 352.89 Lakhs as against previous financial year in which company incurred
consolidated net loss after tax before other comprehensive income of INR (416.11] Lakhs.

The Consolidated financials reflect the cumulative performances of Shreeoswal Seeds and
Chemicals Limited along with its wholly owned material subsidiary Company Shreeoswal
Psyllium Exports India Limited. Detailed description about the business carried out is
contained in the Management Discussion and Analysis report.

2. Annual Return

Pursuant to Section 134(3](a] of the Companies Act, 2013, the requirement to place copy of
Annual Return for Financial year 2024-25 prepared in accordance with Section 92(3] of the
Act is made available on the website of the Company and can be assessed using the web link

i.e. https://www.oswalseeds.com/annrpt.html

3. Number of meetings of the board, its committees & General Meetings:

The Board met 6 (Six] times during the FY 2024-25, the details of which are given in the
Corporate Governance Report forming part of the Annual Report. The maximum interval
between any two Board meetings did not exceed 120 days, as prescribed in the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements], Regulations, 2015
(âSEBI Listing Regulationsâ].

Information on the meeting of Audit Committee, Nomination and Remuneration Committee
and Stakeholders Relationship Committee (âSRCâ] held during the year are given in the
Corporate Governance Report.

Further, 7^th Annual General Meeting of the Company for financial year 2023-24 was held on
28^th September, 2024 and no Extra Ordinary General Meeting of the Company was held during
the financial year 2024-25.

Postal Ballot:-

Details of resolutions passed through postal ballot mechanism during the financial year 2024Â¬
25 are provided in the section ''General Body Meetings'' of the Corporate Governance Report.

4. Dividend:-

Due to inadequate profits, your Directors have not recommended any dividend for the year
under review.

5. Amounts Transferred to Reserves:-

The Board of Directors has decided to retain the entire amount of profit for F.Y. 2024-25
appearing in the Statement of Profit and Loss. Accordingly, your company has not transferred
any amount to General Reserves for the year ended 31^st March, 2025.

6. Deposits:-

The Company has not accepted any deposits, within the meaning of Section 73 of the
Companies Act, 2013, read with the Companies (Acceptance of Deposits] Rules, 2014 as
amended from time to time.

Details of Deposits which are not in Compliance with the requirements of Chapter V of
the act:

Not applicable since company has not accepted any deposits, therefore the question does not
arise regarding non-compliance with the requirements of Chapter V of the Act.

Disclosure of Unsecured Loan received from Directors:

Pursuant to Section 2(31] of Companies Act, 2013 Read with Rule 2(1](c](viii] of Companies
(Acceptance of Deposits] Rules, 2014, (including any statutory modification or re-enactment
thereof for the time being in force], the Company had not received any unsecured loan from
directors during the financial year 2024-25.

7. Subsidiary Companies, Joint Ventures or Associate Companies

As on 31^st March 2025, the Company has one wholly Owned Subsidiary Company i.e.
Shreeoswal Psyllium Exports India Limited (CIN: U01100MP2018PLC045146].

There are no associate companies or joint venture Companies within the meaning of
Companies Act, 2013. Further there are no companies that have become or ceased to be the
subsidiary, associate or joint venture of the Company during the financial year 2024-25.

During the financial year, your Board of Directors had reviewed the affairs of the subsidiary
company. The consolidated financial statements of your Company are prepared in accordance
with Section 129(3] of the Companies Act, 2013; and forms part of this Annual Report.

A separate statement containing salient features of the Financial Statements of the Subsidiary
in accordance with Section 129(3] of the Companies Act, 2013 and the rules made there under
in the prescribed Form AOC-1 are annexed to this Report as ANNEXURE-A and hence is not
repeated here for sake of brevity. There has been no material change in the nature of the
business of the subsidiary company.

In accordance with fourth proviso to Section 136(1] of the Companies Act, 2013, the Annual
Report of your Company, containing inter alia the audited standalone and consolidated
financial statements of the Company for the financial year ended 31^st March, 2025, along with
relevant documents, has been placed on the website of the Company at www.oswalseeds.com.
Further, audited financial statements together with related information of the subsidiary
company have also been placed on the website of the Company at www.oswalseeds.com.

In terms of Section 136 of the Companies Act, 2013 (''the Act''], financial statements of the
subsidiary company are not required to be sent to the members of the Company. The
Company shall provide a copy of the annual accounts of its subsidiary company to the
members of the Company on their request. The annual accounts of its subsidiary company
will also be kept open for inspection at the registered office of the Company during business
hours.

Pursuant to the requirements of Regulation 34(3] read with Schedule V of the SEBI Listing
Regulations, the details of Loans/ Advances made to and investments made in the subsidiary
have been furnished in Notes forming part of the Financial Statements of the company.

Material Subsidiary

Shreeoswal Psyllium Exports India Limited is material wholly owned subsidiary of the
Company as per the thresholds laid down under the Regulation 16 of SEBI Listing Regulations.
The Board of Directors of the Company has approved a Policy for determining material
subsidiaries which is in line with the SEBI Listing Regulations as amended from time to time.
The Policy has been uploaded on the Company''s website at
https://www.oswalseeds.com/files/Policy/Policy%20for%20determining%20Material%20Subsidiar
y 0swal%2014.02.2025.pdf

8. Consolidated Financial Statements

The consolidated financial statements of the Company for the year ended 31^st March 2025,
have been prepared in accordance with the Indian Accounting Standards (IND AS] 110 -
"Consolidated Financial Statements" as notified by Ministry of Corporate Affairs and as per
the general instructions for preparation of consolidated financial statements given in
Schedule III and other applicable provisions of the Act, and in compliance with the SEBI
Listing Regulations.

The Audited Consolidated Financial Statements along with the Auditors'' Report thereon
forms part of the Annual Report.

9. Details of Directors and Key Managerial Personnel

The Company has a professional Board with an optimum combination of executive and nonÂ¬
executive directors who bring to the table the right mix of knowledge, skills and expertise. The
Board provides strategic guidance and direction to the Company in achieving its business
objectives and protecting the interest of stakeholders. The composition of the Board of
Directors of the Company is in accordance with the provisions of Section 149 of the
Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations.

â¢ Directors liable to retire by rotation seeking re-appointment

In accordance with the provisions of Section 152(6] of the Companies Act, 2013 and the
Company''s Articles of Association, Mrs. Kiran Devi Begani (DIN: 07921018] retires by
rotation at the forthcoming Annual General Meeting and being eligible offers herself for reÂ¬
appointment. The Board recommends her re-appointment for the consideration of the
Members of the Company at the ensuing Annual General Meeting.

â¢ Change in Directors

During the Financial Year 2024-25 No changes has been made in Composition of Board of
Directors of the Company.

Further during the current Financial Year 2025-26 following changes has been made in the
composition of Board of Directors of the Company:

> Mr. Gopal Lal Agarwal has resigned from the post of Non-Executive Independent Director of
the Company w.e.f. the close of business hours of 02^nd April, 2025.

> On the recommendation of Nomination and Remuneration Committee, the Board of Directors
in their Meeting held on 30^th May, 2025 approved appointment of CS Anjali Bamboria (DIN:
11061917], CA Deepak Kothari (DIN: 08522003) and Mr. Kanhaiya Lal Kumawat (DIN:
11093783) as Additional Directors under the category of Non-Executive Independent
Directors on the Board of Directors of the Company w.e.f. 30^th May, 2025, under Section
161(1) of the Act, who holds office until the next Annual General Meeting or for a period of
three months from the date of appointment whichever is earlier, in respect of whom the
Company has received notice in writing under Section 160 of the Companies Act, 2013 from a
member proposing their candidatures for the office of Director, as a Non-Executive
Independent Directors of the Company, not liable to retire by rotation, to hold office for a term
of 5 (five) consecutive years from the date of appointment i.e. from 30^th May, 2025 to 29^thMay, 2030 (both days inclusive).

â¢ Key Managerial Personnel

As on 31^st March, 2025, the following have been designated as the Key Managerial Personnel
of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as
amended from time to time:

1. Mr. Sanjay Kumar Begani (DIN: 07921083), Chairman & Managing Director;

2. Mr. Anil Kumar Nahata (DIN: 07921005), CEO and Whole-time Director;

3. Mr. Ashok Dhakar, Chief Financial Officer

4. Mr. Dilip Patidar, Company Secretary and Compliance Officer;

â¢ Changes in the Key Managerial Personnel

During the year under review, there was no change in Key Managerial Personnel of the
Company.

â¢ Disqualifications of Directors

During the year under review, declarations were received from the Directors of the Company
pursuant to Section 164 of the Companies Act, 2013. Board appraised the same and found that
none of the director is disqualified for holding office as director.

10. Declaration by Independent Director

The Independent Directors have submitted the declaration of independence, as required
under Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of
independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of SEBI Listing Regulations as amended from time to time.

Further in terms of Regulation 25(8] of the SEBI Listing Regulations, the Independent
Directors have confirmed that they are not aware of any circumstance or situation which
exists or may be reasonably anticipated that could impair or impact their ability to discharge
their duties with an objective independent judgment and without any external influence and
that they are independent of the Management. The Board of Directors of the Company have
taken on record the declaration and confirmation submitted by the Independent Directors
after undertaking due assessment of the veracity of the same.

The Board is of the opinion that the Independent Directors of the Company hold highest
standards of integrity and possess requisite expertise and experience required to fulfill their
duties as Independent Directors.

11. Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of your
Company, to the best of their knowledge, belief and ability and explanations obtained by them,
confirm that: -

i. In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

ii. The directors had 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 of
the Company for that year;

iii. The directors had 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. The directors had prepared the annual accounts on a going concern basis;

v. 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;

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

Based on the framework and testing of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory and
secretarial auditors and external agencies, including audit of internal financial controls over
financial reporting by the Statutory Auditors and the reviews performed by Management and
the relevant Board Committees, including the Audit Committee, the Board is of the opinion
that the Company''s internal financial controls were adequate and effective during the
financial year 2024-25.

12. Familiarization Programs imparted to Independent Directors

Your Company has familiarized the Independent Directors, with regard to their roles, rights,
responsibilities, nature of the industry in which your Company operates, the business model
of your Company etc. The Familiarization Program was imparted to the Independent
Directors during the meetings of the Board of Directors.

The Familiarization program for Independent Directors is uploaded on the website of your
Company, and is accessible at:

https://www.oswalseeds.com/files/Policv/FAMILIARIZATION%20PROGRAMMES%20FY%202024-

25.pdf

13. Meeting of Independent Directors

The Independent Directors met once during the year as on 14^th February, 2025. The Meeting
was conducted in an informal manner without the presence of the Chairman, the Whole Time
Director, the Non-Executive Non-Independent Directors and the Chief Financial Officer.

14. Committees of the Board of Directors

The Board is assisted by several committees, whose delegated authority enhances role clarity
and the effective execution of responsibilities throughout our business. These committees are
tasked with governance issues and provide periodic reports to the Board on their activities.
Each committee evaluates its effectiveness by reviewing its activities against approved terms
of reference in alignment with delegated powers and authority.

The Details of Committees of the Board are given below:-

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Stakeholders Relationship Committee

The details with respect to the composition, powers, roles, terms of reference, Meetings held
and attendance of the Directors at such Meetings of the relevant Committees are given in
detail in the Report on Corporate Governance of the Company which forms part of this Report.

15. Statement indicating the manner in which Formal Annual Evaluation of the
performance of the Board, it''s Committees and of individual directors has been made:

Pursuant to provisions of Section 134(3](p] of the Companies Act, 2013 and SEBI Listing
Regulations, the evaluation of all the directors, committees, Chairman of the Board, and the
Board as a whole was conducted based on the criteria and framework adopted by the Board
which includes assessing the quality, quantity and timelines of flow of information between
the Company, Management and the Board, as it is necessary for the Board to effectively and
reasonably perform their duties.

The performance of the board was evaluated by the board after seeking inputs from all the
directors on the basis of the 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 the criteria such as the composition of committees,
effectiveness of committee meetings, etc. The board and the nomination and remuneration
committee reviewed the performance of the individual directors on the basis of the 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 addition, the chairman was also evaluated on the key aspects of his

role. The Directors were satisfied with the evaluation results, which reflected the overall
engagement of the Individual Directors, the Board as a whole and its Committees with the
Company.

The Independent Directors has also expressed their satisfaction with overall functioning and
implementations of their suggestions.

Performance Evaluation Criteria for Independent Directors:

The performance evaluation criteria for independent directors are determined by the
Nomination and Remuneration committee. An indicative list of factors that may be evaluated
include participation and contribution by a director, commitment, effective deployment of
knowledge and expertise, effective management of relationship with stakeholders, integrity
and maintenance of confidentiality and independence of behavior and judgments.

Statement with regard to integrity, expertise and experience of the independent
director appointed during the year.

During the year under review, the Board has not appointed any Independent Director in the
Company. Further, the board opined that, all our Independent Directors possess requisite
qualifications, experience, expertise and hold high standards of integrity for the purpose of
Rule 8(5)(iii a) of the Companies (Accounts) Rules, 2014. List of key skills, expertise and core
competencies of the Board, including the Independent Directors, is provided in Corporate
Governance Report.

16. Particulars of Loan, Guarantees and Investments u/s 186:-

The Company''s total investments of INR 2000.73 Lakhs as of March 31, 2025 and Corporate
Guarantee of Rs. 11000.00 Lakhs under Section 186 of the Companies Act 2013 read with
Schedule V of SEBI Listing Regulations, and the details are provided below:-

Name of Company	Nature of Transaction	Investment/Guarantee/Loa n provided	Closing value as on 31.03.2025
Shreeoswal Psyllium Exports India Limited (WOS) CIN: U01100MP2018PLC045146	Non-Current	Investment in 20000000 equity Shares of Rs. 10/- each	2000.00
Vodafone Idea Limited CIN:L32100GJ1996PLC030976	Non-Current	Investment in equity 10790 shares	0.73
Oswal Ethanol and Feed Industry Private Limited CIN: U24230MP2021PTC057479	Non-Current	Corporate Financial Guarantee	11000.00

Furthermore, during the financial year Company had extended loans and advances to its
wholly-owned subsidiary company. As on 31^st March, 2025, outstanding amount of Loan of
INR 758.84 Lakhs.

For detailed information on these investments and loans, please refer to Notes 3 and 4 of the
Standalone Financial Statements, respectively. Further Loans given to wholly owned
subsidiary were utilized for its principle business activities only.

The above stated investment, loan and Guarantee are within the limits as specified under
Section 186 of the Companies Act, 2013 and within the limit as approved by the members of
the company and the company is not required to take any further approval from its members.
The company has filed form MGT 14 vide SRN AA9824016 dated 20^th August, 2024 with
Registrar of Companies in this regard.

17. Particulars of contracts or arrangements with related parties:-

In line with the requirements of the Companies Act, 2013 and the SEBI Listing Regulations,
the Company has formulated a Policy on Related Party Transactions. The Policy can be
accessed on the Company''s website at the web-link:

https://www.oswalseeds.com/files/Policv/related%20partv%20policv Oswal 14.02.2025.pdf

The Policy intends to ensure that proper reporting; approval and disclosure processes are in
place for all transactions between the Company & Related Parties.

All Related Party Transactions are subjected to independent review by an Audit Committee to
establish compliance with the requirements of Related Party Transactions under the
Companies Act, 2013 and SEBI Listing Regulations. Prior omnibus approval is obtained for
related party transactions which are of repetitive nature and entered in the ordinary course of
business and on an arm''s length basis.

All Related Party Transactions entered during the year 2024-25 were in Ordinary Course of
the Business and at Arm''s Length basis. Further the disclosure of Related Party Transactions
as required under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) Companies
(Accounts) Rules, 2014 and the Material Related Party Transactions, i.e. transaction(s) to be
entered into individually or taken together with previous transactions during a financial year,
exceeds rupees one thousand crore or ten per cent of the annual consolidated turnover of the
listed entity as per the last audited financial statements of the listed entity, whichever is
lower; which were entered during the year by your company have been reported in Form
AOC-2 is set out as ANNEXURE-B and form part of this report.

Details of related party transactions entered into by the Company, in terms of IND AS-24 have
been disclosed in the notes to the standalone/ consolidated financial statements forming part
of this Report and Annual Accounts 2024-25.

18. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and
Outgo:-

The particulars in respect of conservation of energy, technology absorption and foreign
exchange earnings and outgo, as required under sub-section (3)(m) of Section 134 of the
Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 are
given as under:

(i) Conservation of Energy:

a. The steps taken or impact on conservation of energy:-

The Company has a well-organized, structured and centrally controlled Energy Management
system for utility and Infrastructure. Regular focus and efforts are made to improve efficiency

and accuracy by modernization of high end Technology. Some of the key initiatives for
conserving energy are as under: -

(i) Replacement of Conventional Light with LED Lights at factory and Office resulting in saving
of electricity.

(ii) Replacement of capacitor and installed latest technology equipment''s, machine and plants
which consume less energy and minimum power. Services of machineries are done in regular
interval which minimized the consumption of energy

b. The steps taken by the company for utilizing alternate sources of energy:-

The Company has used alternate source of energy, whenever and to the extent possible. DG
set is used by the Company.

c. The capital investment on energy conservation equipment''s:- NIL

(ii) Technology Absorption:

a. The effort made towards technology absorption-

Company have installed latest technology of machine made in bulher (UK)

b. The benefits derived like product improvement, cost reduction, product development or
import substitution: No specific activity has been done by the Company.

c. In case of imported technology (imported during the last three years reckoned from the
beginning of the financial year): The Company has neither purchased within India nor
imported any technology.

d. The expenditure incurred on Research & Development: The Company has not incurred any
expenditure on Research and Development during the year under review.

(iii) Foreign Exchange Earnings and Outgo:

There were no Foreign Exchange earnings and outgoings that took place during the financial
year as required by Companies (Accounts) Rules, 2014.

19. Statement in respect of adequacy of internal financial control with reference to the
financial statements:-

The Company has adequate Internal Controls Systems and the same are reviewed regularly.
Beside there are documented policies and procedures to support the system, so that all the
applicable rules and regulations are complied with; that all transactions are authorized,
recorded and reported correctly and adequately and that all the assets of the Company are
safeguarded and there is no unauthorized use thereof. The Audit Committee reviews reports
presented by the internal auditors on a routine basis. Further, the Audit Committee maintains
constant dialogue with statutory and internal auditors to ensure that internal control systems
are operating effectively.

The Company''s internal control system is commensurate with its size, scale and complexities
of its operations. Such controls have been assessed during the year under review taking into
consideration the essential components of internal controls stated in the Guidance Note on
Audit of Internal Financial Controls over Financial Reporting issued by The Institute of
Chartered Accountants of India.

However, your Company recognizes that Internal Financial Controls cannot provide absolute
assurance of achieving financial, operational and compliance reporting objectives because of
its inherent limitations. Accordingly, regular audits and review processes ensure that such
systems are reinforced on an ongoing basis.

20. Corporate Social Responsibility (CSR):-

During the financial year 2024-25, your Company has not met criteria laid down under the
provisions of Section 135(1) of the Companies Act, 2013 read with companies (Corporate
Social Responsibility Policy) Rules, 2014 and accordingly the provisions Corporate Social
Responsibility are not applicable to the Company.

The Company''s CSR Policy is available on the Company''s web-link:
https://oswalseeds.com/files/CSR%20Policy.pdf

21. Nomination and Remuneration Policy / Disclosure relating to remuneration of
Directors, Key Managerial Personnel and particulars of Employees:-

In accordance with the provision of Section 178 and other applicable provisions if any, of the
Companies Act, 2013 read with the Rules issued there under and the SEBI Listing Regulations,
the Board of Directors formulated the Nomination and Remuneration Policy of your Company
on the recommendations of the Nomination and Remuneration Committee. Pursuant to
Section 134(3) of the Companies Act, 2013, the nomination and remuneration policy of the
Company which lays down the criteria for determining qualifications, competencies, positive
attributes and independence for appointment of Directors and policies of the Company
relating to remuneration of Directors, KMP and other employees is available on the
Company''s website at http://www.oswalseeds.com/conduct.html

The Board of Directors affirms that the remuneration paid to Directors, senior management
and other employees is in accordance with the remuneration policy of the Company.

The Disclosure required under Section 197(12) of the Companies Act, 2013 read with the Rule
5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 as amended up to date, is annexed as Annexure-C and forms an integral part of the
Board Report.

During the year under review, none of the employee of the company is drawing more than
INR 102.00 Lakhs per annum or INR 8.50 Lakhs per month for the part of the year. Therefore,
details of top ten employees in terms of the receipt of remuneration as prescribed under rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, as amended, containing details prescribed under rule 5(3) of the said rules, will be
made available to any member on request, as per provisions of Section 136(1) of the Act. Any
Member desirous of obtaining above said details may write to the Company Secretary or
email at oswalgroups2 002@ gmail.com

Further Pursuant to Section 197(14] of the Companies Act, 2013 neither the Managing
Director nor Whole Time Director of the Company received any remuneration or commission
from its subsidiary Company.

During the year under review Mrs. Kiran Devi Begani and Mrs. Padma Nahta who are NonÂ¬
Executive Non Independent Director of the Company are drawing remuneration of INR 18.00
Lakhs each from wholly owned material subsidiary company i.e. Shreeoswal Psyllium Exports
India Limited in capacity of Whole Time Director.

22. Report on Corporate Governance & Management Discussion Analysis

Your company has complied with the corporate governance requirements under the
Companies Act, 2013 and Regulation 34(3) read with Schedule V of the SEBI Listing
Regulations. A detailed report on Corporate Governance confirming compliance with the
conditions of the Corporate Governance, forms part of the Annual Report. A detailed analysis
of the Company''s performance is discussed in the Management Discussion and Analysis
Report, which forms part of this Annual Report.

23. Disclosure on establishment of a Vigil Mechanism/Whistle Blower Policy

The Company has established a vigil mechanism, through a Whistle Blower Policy, where
Directors and employees can voice their genuine concerns or grievances about any unethical
or unacceptable business practice. A whistle-blowing mechanism not only helps the company
in detection of fraud, but is also used as a corporate governance tool leading to prevention
and deterrence of misconduct.

It provides direct access to the employees of the Company to approach the Compliance Officer
or the Chairman of the Audit Committee, where necessary. The Company ensures those
genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment
or victimization.

The Whistle Blower Policy is disclosed on the website of the Company at chrome-
https://oswalseeds.com/files/WHISTLE%20BLOWER.pdf. No Person has been denied access
to the Audit Committee.

24. Secretarial Auditors and Secretarial Audit Report
Secretarial Auditors

Pursuant to Section 204 of the Act and the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014, the Board had appointed Ramesh Chandra Bagdi &
Associates, Practicing Company Secretaries (PCS Registration No. 2871) as the Secretarial
Auditor of the Company to conduct Secretarial Audit for the Financial Year 2024-25.

Further pursuant to the amended provisions of Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and Section 204 of the Act read with Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, on the
recommendation of the Audit Committee, the Board of Directors appointed Ramesh Chandra
Bagdi & Associates, Practicing Company Secretaries (PCS Registration No. 2871) as the
Secretarial Auditors of your Company subject to approval of members in ensuing 8^th Annual
General Meeting (âAGMâ) for the period of five consecutive financial year starting from

2025-26 to 2029-2030 at such remuneration as shall be fixed by the Board/Committee. Your
Company has received their written consent that the appointment is in accordance with the
applicable provisions of the Act and rules framed thereunder. The Secretarial Auditors have
confirmed that they are not disqualified to be appointed as the Secretarial Auditors of your
Company for the audit of five consecutive financial year i.e. from 2025-26 to 2029-30.

Secretarial Audit Report

The Secretarial Audit Report given by the Secretarial Auditor of the Company is annexed as
Annexure-D and forms an integral part of this Report, which is self-explanatory.

There is no qualification, reservation or adverse remark or disclaimer in Secretarial Audit
report except the following:-

Secretarial Auditor Observations	Management comments
Pursuant to the provisions of Regulation 3(5] of Securities and Exchange Board of India (Prohibition of Insider Trading] (Amendment] Regulations, 2018 Company has not maintained the database of sharing UPSI of Wholly Owned subsidiary at the time of finalization of quarterly/annual results	Inadvertently details of sharing UPSI of Wholly Owned subsidiary at the time of finalization of quarterly/annual results were not updated. Noted for future course of action.
There are few pending Criminal Cases pending under District Court due to Non-Germination of Agro Seeds.	Nature of business of the company is agro based commodities and legal pending cases against the company at district court are due to NonÂ¬ Germination of Agro Seeds or failure of Seeds Sample and which may be happened by any of the one condition i.e. Climate changes, Soil Issue, excess or less water used while irrigation of crop, NonÂ¬ Germination and farmer negligence which is not the fault of the company. Further quantum of the amount is not ascertainable and nature of the cases are in criminal hence there was no impact on financial of the Company.

25. Secretarial Audit of Material Unlisted Subsidiary Company

Shreeoswal Psyllium Exports India Limited, a material wholly owned subsidiary of the
Company undertakes Secretarial Audit under Section 204 of the Companies Act, 2013. The
Secretarial Audit of Shreeoswal Psyllium Exports India Limited for the Financial Year 2024-25
was carried out pursuant to Section 204 of the Companies Act, 2013 read with Regulation 24A
of the SEBI Listing Regulations. The Secretarial Audit Report of Shreeoswal Psyllium Exports
India Limited submitted by Ramesh Chandra Bagdi & Associates, Practicing Company
Secretaries. The Secretarial Audit Report given by the Secretarial Auditor of the Company is
annexed as Annexure-E and forms an integral part of this Report.

26. Annual Secretarial Compliance Report

The Company had appointed Ramesh Chandra Bagdi & Associates Practicing Company
Secretaries to undertake an audit for the financial year 2024-25 for all applicable

compliances as per SEBI Regulations and Circulars/Guidelines issued there under. Pursuant
to provision of Regulation 24A of SEBI Listing Regulations, the Annual Secretarial Compliance
Report for the financial year 2024-25 has been submitted to the stock exchange within
prescribed time.

27. Statutory Auditors

Pursuant to Section 139 (2] of the Act read with rules made thereunder, as amended, the
members at their 6^th Annual General Meeting (AGM] of your company held on 30 ^th September,
2023 approved the appointment of J.C. Baheti & Associates, Chartered Accountants, Indore
(ICAI Registration Number 003390C], as Statutory Auditors of your Company, for a term of
five consecutive years from the conclusion of 06 ^th Annual General Meeting until the conclusion
of 11^th Annual General Meeting of the Company to be held for financial year 2027-2028.

Explanation to Auditor''s Remarks

The Auditors in their report have referred to the notes forming part of the Accounts which are
self-explanatory and does not contain any qualification, reservation or adverse remark or
disclaimer.

Further, there was no fraud in the Company, which was required to report by Statutory
Auditors of the Company under sub-section (12] of Section 143 of Companies Act, 2013.

28. Internal Auditor

The Board of directors has appointed CA Avani Nahar, Chartered Accountant, as Internal
Auditor to conduct the internal audit of the various areas of operations and records of the
company. The periodic reports of the said internal auditors are regularly placed before the
audit committee along with the comments of the management on the action taken to correct
any observed deficiencies on the working of the various departments.

The Audit Committee reviews adequacy and effectiveness of the Company''s internal control
environment and monitors the implementation of audit recommendations including those
relating to strengthening of the Company''s risk management policies and systems.

Further, during the current financial year 2025-26, Board of Directors in their meeting held
on 30^th May, 2025 approved the appointment of CA Pawan Patidar (M. No.: 471412] as an
internal auditor of the Company w.e.f. 01^st Day of June, 2025 in place of CA Avani Nahar (M.
No.: 445789] who have express their intent to resign as internal auditor of the Company w.e.f.
30^th May, 2025.

29. Cost Record and Audit

Your Company does not falls within the provision of Section 148 of Companies Act, 2013 read
with the Companies (Cost Records & Audit] Rules, 2014 as amended from time to time;
therefore, no such record are required to be maintained.

30. CEO & CFO Certification:

The Chief Executive Officer and Chief Financial Officer of your Company have issued necessary
certificate pursuant to the provisions of Regulation 17(8] of the SEBI Listing Regulations and
the same forms part of this Annual Report.

31. Code of Conduct

The Board of Directors has laid down a Code of Conduct (âthe Codeâ] for all Board members
and senior management personnel of your Company. The Code of Conduct is available on
Company''s website of the Company

https://www.oswalseeds.com/files/Policy/Code%20of%20Conduct%20for%20BOD%20&%20KMP_
Oswal_14.02.2025.pdf

All Board members and senior management personnel have confirmed compliance with the
Code. Declaration on adherence to the code of conduct is forming part of the Corporate
Governance Report.

32. Statement indicating development & implementation of Risk Management Policy:-

The Board of Directors has adopted a risk management policy to develop and implement risk
management procedure/plan including therein of elements of risks, if any which in the
opinion of the Board may threaten the existence of the Company.

33. Material changes & commitments, if any affecting the financial position of the
Company:-

34. Environment and Safety

Safety is your company''s top most priority with primary focus on developing a safety culture
among employees. Your 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.

35. Sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act,
2013:-

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal] Act,
2013. An Internal Complaints Committee (ICC] has been set up to redress the Complaint
received regarding sexual harassment.

The Company has complied with provisions relating to the constitution of Internal Complaints
Committee under The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal] Act, 2013. All employees (permanent, contractual, temporary, trainees] are
covered under this Policy. The status of the complaints filed, disposed and pending during the
financial year 2024-25 is given below:-

S.No.	Particulars	No. of Complaints
a	Number of Complaints of Sexual Harassment received in the year	Nil

b	Number of Complaints disposed during the year	Nil
c	Number of cases pending for more than ninety days	Nil

The policy on Prevention of Sexual Harassment at workplace as approved by the Board of
directors has been uploaded on the website of the Company at the web link:
http://www.oswalseeds.com/conduct.html

36. Listing of Shares

The shares of the Company are listed on National Stock Exchange of India Limited (NSE], and
the Company is regular in payment of the listing fees. There was no suspension of trading
during the year under review.

37. Insurance

The Company''s assets are adequately insured against the loss of fire and other risk, as
considered necessary by the Management from time to time.

38. Compliance of Secretarial Standard

Your Company is in compliance with the applicable Secretarial Standards, issued by the
Institute of Company Secretaries of India as amended from time to time and approved by the
Central Government under Section 118(10] of the Companies Act, 2013.

39. Industrial Relations

Company''s Industrial relations continued to be healthy, cordial and harmonious during the
year under review. Your Directors record their appreciation for all the efforts, support and coÂ¬
operation of all employees extended from time to time.

40. Depository System

Your Company''s shares are tradable compulsorily in electronic form and your Company has
connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL]
and Central Depository Services (India] Limited (CDSL].

41. DESIGNATED PERSON FOR THE PURPOSE OF DECLARATION OF BENEFICIAL INTEREST
IN THE SHARES OF THE COMPANY:

Pursuant to provision of Rule 9(4] of Companies (Management and Administration] Rules,
2014 as amended by MCA vide Notification dated 27^th October, 2023, every Company
required to designate a person who shall be responsible for furnishing, and extending coÂ¬
operation for providing, information to the Registrar or any other authorized officer with
respect to beneficial interest in shares of the company.

Accordingly, the Company has appointed Mr. Dilip Patidar (ACS: 34566], Company Secretary
of the Company, as Designated Person for the purpose of declaration of beneficial interest in
the shares of the Company

42. Other Disclosures:

Your Directors state that disclosure or reporting is required in respect of the following items:-

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

> As on 31^st March 2025, none of the Directors of the company hold instruments convertible
into equity shares of the Company.

> There was no change in capital structure of the Company. The Company has not issued any
shares (including Sweat Equity Shares] to employees of the Company under any Scheme and
also not made any Stock Option Schemes.

> No Significant or material orders passed by the Regulators or Courts or Tribunals which
impact the going concern status and the Company''s operation in future.

> Voting rights which are not directly exercised by the employees in respect of shares for the
subscription/ purchase of which loan was given by the Company (as there is no scheme
pursuant to which such persons can beneficially hold shares as envisaged under section
67(3)(c) of the Companies Act, 2013].

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

> The Business Responsibility Reporting as required by Regulation 34(2] of the SEBI (Listing
Obligations & Disclosure Requirements] Regulations, 2015, is not applicable to your Company
for the financial year ending March 31, 2025.

> No application was made or any proceeding is pending under the Insolvency and Bankruptcy
Code, 2016 during the year in respect of your Company.

> There was no one time settlement of loan obtained from the Banks or Financial Institutions.

> There was no revision of financial statements and Board report of the Company during the
year under review.

> The Company has complied with the provisions of Maternity Benefit Act, 1961 during the year
under review.

43. Acknowledgment and Appreciation:-

The Directors wish to convey their appreciation to all of the Company''s employees for their
contribution towards the Companies performance. The Directors would also like to thank the
shareholders, employees, investors, stock exchange, customers, bankers, governments and all
other business associates for their continuous support to the Company and their confidence in
its management.

For and on behalf of the Board of Directors
SHREEOSWAL SEEDS AND CHEMICALS LIMITED

Sanjay Kumar Begani Anil Kumar Nahata

Chairman and Managing Director CEO and Whole-time Director
DIN:07921083 DIN:07921005

Date: 28^th July, 2025
Place: Neemuch

Mar 31, 2024

Your Directors are pleased to present the 07^th Annual Report on the business and operations of SHREEOSWAL SEEDS AND CHEMICALS LIMITED along with Standalone and Consolidated Audited Financial Statements of the Company for the financial year ended 31^stMarch, 2024.

1. State of affairs and Financial Performance:-1.1 Financial Highlights And Summary of Standalone and Consolidated Financial Statements:

The Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2024, have been prepared in accordance with the Indian Accounting Standards (Ind AS] as notified by the Ministry of Corporate Affairs and as amended from time to time.

The Company''s performance during the financial year ended March 31, 2024 as compared to the previous financial year is summarized below:

(Amount in Lakhs except EPS)
Particulars	Standalone		Consolidated
	Year ended	Year	Year	Year
	31^st March	ended 31^st	ended 31^st	ended
	2024	March	March	31s^t
		2023	2024	March
				2023
Total Income	10261.22	11784.84	26913.87	27245.35
T otal Expenditure	9977.73	11172.33	27451.73	26455.72
Profit/(Loss) before exceptional	283.49	612.51	(537.86)	789.63
and extraordinary items & tax
Exceptional & Extraordinary Item	-	-	-	-
Profit/(Loss) before tax	283.49	612.51	(537.86)	789.63
Provision for Tax
Current Tax	84.23	180.27	84.23	232.69
Current Tax expenses related to
Prior Period	4.91	0.94	8.57	0.94
Deferred Tax	(2.41]	(11.54]	(214.55]	(14.65]
Profit/(Loss) after tax	196.76	442.84	(416.11)	570.65
Paid up Equity Share Capital	1829.40	1524.50	1829.40	1524.50
Earnings per share	0.22	0.48	(0.45]	0.62
Basic	0.22	0.48	(0.45]	0.62
Diluted

1.2 Operational and State of Company''s Affairs:

â¢ On Standalone basis, your Company had revenue from operation of INR 10,060.66 Lakhs for the financial year ended 31^st March, 2024 as against INR 11441.59 Lakhs in the previous year. Further, Company earned net profit after tax before other comprehensive income of INR 196.76 Lakhs as against previous year in which Company earned net profit after tax before other comprehensive income of INR 442.84 Lakhs.

â¢ On a consolidated basis, your Company had revenue from operation of INR 26903.23 Lakhs for the financial year ended 31^st March, 2024 as against INR 27233.08 Lakhs in the previous year. Further, company incurred consolidated net loss after tax of INR 416.11 Lakhs as against previous financial year in which Company earned net profit after tax was INR 570.65 Lakhs which was mainly due to a heavy fall in soybean and psyllium prices, the prices have dropped drastically.

The consolidated financials reflect the cumulative performances of Shreeoswal Seeds and Chemicals Limited along with its wholly owned material subsidiary Company Shreeoswal Psyllium Exports India Limited. Detailed description about the business carried out is contained in the Management Discussion and Analysis report.

2. Annual Return

Pursuant to Section 134(3](a] of the Companies Act, 2013, the requirement to place copy of Annual Return for Financial year 2023-24 prepared in accordance with Section 92(3] of the Act is made available on the website of the Company and can be assessed using the web link

i.e.https://oswalseeds.com/files/Draft%20Form MGT- Shreeoswal%20seeds 2024 Website.pdf

3. Share Capital

During the financial year 2023-24 under review, following changes were made in Share Capital of the Company:

> Company has obtained the approval from members by way of postal ballot for sub-division of equity share of the Company from 1 (one] equity share having face value of INR 10/- (Rupees Ten only] each fully paid-up into 5 (five] equity shares having face value of INR 2/- (Rupees Two only] fully paid up with effect from record date i.e. Friday August 18, 2023. Further, company has received approval dated 16^th August, 2023 from National Stock Exchange of India Limited (NSE] for the Sub-Division of equity shares under new ISIN - INE00IK01029 with effect from 18^th August, 2023.

> Company has increased its Authorized Share Capital from INR 18,00,00,000/- divided into

9.00. 00.000 [Nine Crores] Equity Shares of INR 2/- each to INR 19,00,00,000/- divided into

9.50.00. 000 [Nine Crores Fifty Lacs] Equity Shares of INR 2/- each in the Extra Ordinary General Meeting of the Members held on 13th January, 2024.

> Pursuant to the approval of members obtained in their Extra Ordinary General Meeting held on 13^th January, 2024, Consent of Board of Directors of the Company be and are hereby accorded in their meeting held on 05^th February, 2024 for allotment of 1,52,45000 (One Crores Fifty Two Lacs Forty Five Thousand] Equity Shares of INR 2/- each as bonus shares in the ratio of 1:5, i.e. One (1] new equity share of INR 2/- (Rupees Two only] each for every Five (5] existing equity share(s] of INR. 2/- (Rupees Two only] by capitalisation of INR 3,04,90,000/- (Rupees Three Crores Four Lacs Ninety Thousand Only] out of the sum

standing to the credit of retained earnings and securities premium of the Company, to the eligible shareholders whose names appeared in the Register of Members and as per the beneficial owner''s position received from National Securities Depository Limited and Central Depository Services (India] Limited as on Friday 02^nd Day of February, 2024.

Further, during the year under review, the company has not issued shares with differential voting rights nor has granted any stock option or sweat equity shares. As on 31^st March 2024, none of the Directors of the company hold instruments convertible into equity shares of the Company.

4. Number of meetings of the board, its committees & General Meetings:

The Board met 10 (Ten] times during the FY 2023-24, the details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two Board meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements], Regulations, 2015 (âSEBI Listing Regulationsâ].

Information on the Audit Committee, Nomination and Remuneration Committee (âNRCâ) and Stakeholders Relationship Committee and meetings of those Committees held during the year are given in the Corporate Governance Report.

Further, 6^th Annual General Meeting of the Company for financial year 2022-23 was held on 30^th September, 2023 and One Extra Ordinary General Meeting of the Company was held on 13^th January, 2024 during the financial year 2023-24.

Postal Ballot:-

Details of resolutions passed through postal ballot mechanism during the financial year 202324 are provided in the section ''General Body Meetings'' of the Corporate Governance Report.

5. Dividend:-

Due to inadequate profits, your Directors have not recommended any dividend for the year under review.

6. Amounts Transferred to Reserves:-

The Board of Directors has decided to retain the entire amount of profit for F.Y. 2023-24 appearing in the Statement of Profit and Loss. Accordingly, your company has not transferred any amount to General Reserves for the year ended 31^st March, 2024.

7. Deposits:-

The Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits] Rules, 2014 as amended from time to time.

Details of Deposits which are not in Compliance with the requirements of Chapter V of the act: Not applicable since company has not accepted any deposits, therefore the question does not arise regarding noncompliance with the requirements of Chapter V of the Act.

Disclosure of Unsecured Loan received from Directors:

Pursuant to Section 2(31] of Companies Act, 2013 Read with Rule 2(1)(c)(viii) of Companies (Acceptance of Deposits] Rules, 2014, (including any statutory modification or re-enactment thereof for the time being in force], the Company had not received any unsecured loan from directors during the financial year 2023-24.

8. Subsidiary Companies, Joint Ventures or Associate Companies

As on 31^st March 2024, the Company has one wholly Owned Subsidiary Company i.e. Shreeoswal Psyllium Exports India Limited (CIN: U01100MP2018PLC045146].

There are no associate companies or joint venture Companies within the meaning of Companies Act, 2013. Further there are no companies that have become or ceased to be the subsidiary, associate or joint venture of the Company during the financial year 2023-24.

During the financial year, your Board of Directors had reviewed the affairs of the subsidiary company. The consolidated financial statements of your Company are prepared in accordance with Section 129(3] of the Companies Act, 2013; and forms part of this Annual Report.

A separate statement containing salient features of the Financial Statements of the Subsidiary in accordance with Section 129(3] of the Companies Act, 2013 and the rules made there under in the prescribed Form AOC-1 are annexed to this Report as ANNEXURE-A and hence is not repeated here for sake of brevity. There has been no material change in the nature of the business of the subsidiary company.

In accordance with fourth proviso to Section 136(1] of the Companies Act, 2013, the Annual Report of your Company, containing inter alia the audited standalone and consolidated financial statements of the Company for the financial year ended 31^st March, 2024, along with relevant documents, has been placed on the website of the Company at www.oswalseeds.com. Further, audited financial statements together with related information of the subsidiary company have also been placed on the website of the Company at www.oswalseeds.com.

In terms of Section 136 of the Companies Act, 2013 (''the Act''], financial statements of the subsidiary company are not required to be sent to the members of the Company. The Company shall provide a copy of the annual accounts of its subsidiary company to the members of the Company on their request. The annual accounts of its subsidiary company will also be kept open for inspection at the registered office of the Company during business hours.

Pursuant to the requirements of Regulation 34(3] read with Schedule V of the SEBI Listing Regulations, the details of Loans/ Advances made to and investments made in the subsidiary have been furnished in Notes forming part of the Financial Statements of the company.

Material Subsidiary

Shreeoswal Psyllium Exports India Limited is material wholly owned subsidiary of the Company as per the thresholds laid down under the Regulation 16 of SEBI Listing Regulations. The Board of Directors of the Company has approved a Policy for determining material subsidiaries which is in line with the SEBI Listing Regulations as amended from time to time. The Policy has been uploaded on the Company''s website at

http://oswalseeds.com/Files/Policv%20for%20determining%20Material%20Subsidiarv%20n-1.pdf

9. Consolidated Financial Statements

The consolidated financial statements of the Company for the year ended 31^st March 2024, have been prepared in accordance with the Indian Accounting Standards (IND AS] 110 -"Consolidated Financial Statements" as notified by Ministry of Corporate Affairs and as per the general instructions for preparation of consolidated financial statements given in

Schedule III and other applicable provisions of the Act, and in compliance with the SEBI Listing Regulations.

The financial statements of the subsidiaries and the related detailed information will be made available to the shareholders of the Company seeking such information. The Audited Consolidated Financial Statements along with the Auditors'' Report thereon forms part of the Annual Report.

10. Details of Directors and Key Managerial Personnel

The Company has a professional Board with an optimum combination of executive and nonexecutive directors who bring to the table the right mix of knowledge, skills and expertise. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of stakeholders. The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations.

â¢ Directors liable to retire by rotation seeking re-appointment

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Company''s Articles of Association, Mr. Anil Kumar Nahata (DIN: 07921005), retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for reappointment. However, his term is fixed and shall not break due to this retirement. Your directors have recommended his re-appointment for approval of the Members of the Company at the ensuing Annual General Meeting.

â¢ Change in Directors

During the Financial Year 2023-24 No changes has been made in Composition of Board of Directors of the Company:-

â¢ Key Managerial Personnel

As on 31^st March, 2024,the following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time:

1. Mr. Sanjay Kumar Begani (DIN: 07921083), Chairman & Managing Director;

2. Mr. Anil Kumar Nahata (DIN: 07921005), CEO and Whole-time Director;

3. Mr. Ashok Dhakar, Chief Financial Officer

4. Mr. Dilip Patidar, Company Secretary and Compliance Officer;

â¢ Changes in the Key Managerial Personnel

During the year under review, there was no change in Key Managerial Personnel of the Company.

However, on the recommendation of Nomination and Remuneration Committee, the Board of Directors in their Meeting held on 14^th August, 2023, considered re-appointment of Mr. Sanjay Kumar Begani (DIN: 07921083) as Managing Director and Mr. Anil Kumar Nahata (DIN: 07921005) as Whole Time Director and CEO of the company for further period of three years w.e.f. 14^th August 2023 to 13^th August, 2026. The aforementioned re-appointment were further confirmed by members in their 6 ^th Annual General Meeting held on 30 ^th September 2023.

â¢ Disqualifications of Directors

During the year under review, declarations were received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. Board appraised the same and found that none of the director is disqualified for holding office as director.

11. Declaration by Independent Director

The Independent Directors have submitted the declaration of independence, as required under Section 149(7] of the Companies Act, 2013, stating that they meet the criteria of independence as provided in Section 149(6] of the Companies Act, 2013 and Regulation 16(1](b] of SEBI Listing Regulations as amended from time to time.

Further in terms of Regulation 25(8] of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the Management. The Board of Directors of the Company have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors] Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar (âIICAâ]. The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of 2 (two] years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption.

12. Directors Responsibility Statement

Pursuant to Section 134(5] of the Companies Act, 2013 the Board of Directors of your Company, to the best of their knowledge, belief and ability and explanations obtained by them, confirm that: -

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. The directors had 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 of the Company for that year;

iii. The directors had 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. The directors had prepared the annual accounts on a going concern basis;

v. 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;

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

Based on the framework and testing of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external agencies, including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2023-24.

13. Familiarization Programmes imparted to Independent Directors

Your Company has familiarized the Independent Directors, with regard to their roles, rights, responsibilities, nature of the industry in which your Company operates, the business model of your Company etc. The Familiarization Programme was imparted to the Independent Directors during the meetings of the Board of Directors.

The Familiarisation Programme for Independent Directors is uploaded on the website of your Company, and is accessible at: https://www.oswalseeds.com/files/23-24/Familiarization%20Programmes%202023-24.pdf

14. Meeting of Independent Directors

The Independent Directors met once during the year as on 14^th February, 2024. The Meeting was conducted in an informal manner without the presence of the Chairman, the Whole Time Director, the Non-Executive Non-Independent Directors and the Chief Financial Officer.

15. Committees of the Board of Directors

The Board is assisted by several committees, whose delegated authority enhances role clarity and the effective execution of responsibilities throughout our business. These committees are tasked with governance issues and provide periodic reports to the Board on their activities. Each committee evaluates its effectiveness by reviewing its activities against approved terms of reference in alignment with delegated powers and authority.

The Details of Committees of the Board are given below:-

(i] Audit Committee

(ii] Nomination and Remuneration Committee

(iii] Stakeholders Relationship Committee

The details with respect to the composition, powers, roles, terms of reference, Meetings held and attendance of the Directors at such Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of the Company which forms part of this Report.

16. Statement indicating the manner in which Formal Annual Evaluation of the performance of the Board, it''s Committees and of individual directors has been made:

Pursuant to provisions of the Companies Act, 2013 and SEBI Listing Regulations, the evaluation of all the directors, committees, Chairman of the Board, and the Board as a whole was conducted based on the criteria and framework adopted by the Board which includes assessing the quality, quantity and timelines of flow of information between the Company, Management and the Board, as it is necessary for the Board to effectively and reasonably perform their duties.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the 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 the criteria such as the composition of committees, effectiveness of committee meetings, etc. The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the 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 addition, the chairman was also evaluated on the key aspects of his role. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Individual Directors, the Board as a whole and its Committees with the Company.

The Independent Directors has also expressed their satisfaction with overall functioning and implementations of their suggestions.

Performance Evaluation Criteria for Independent Directors:

The performance evaluation criteria for independent directors are determined by the Nomination and Remuneration committee. An indicative list of factors that may be evaluated include participation and contribution by a director, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behavior and judgments.

Statement with regard to integrity, expertise and experience of the independent director appointed during the year.

Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014. List of key skills, expertise and core competencies of the Board, including the Independent Directors, is provided in Corporate Governance Report.

17. Particulars of Loan, Guarantees and Investments u/s 186:-

The Company''s total investments of INR 2,001.44 Lakh as of March 31, 2024 are governed by Section 186 of the Companies Act 2013 read with Schedule V of SEBI Listing Regulations, and the details are provided below:-

Name of Company	Nature of Transaction	I nvestment/Guarantee/Loan provided	Closing value as on 31.03.2024
Shreeoswal Psyllium Exports India Limited (WOS)	Non-Current	Investment in 14000000 equity Shares of Rs. 10/-each	1400.00 lacs
Shreeoswal Psyllium Exports India Limited (WOS)	Non-Current	Investment in share application money (6000000 equity shares of Rs. 10/-each)	600.00 lacs
Vodafone Idea Limited	Non-Current	Investment in equity shares	1.44 lacs

Furthermore, during the financial year Company had extended loans and advances to its wholly-owned subsidiary company, with an outstanding amount of INR 1,393.85 Lakhs as of March 31, 2024. For detailed information on these investments and loans, are stated in Notes 3 and 4 of the Standalone Financial Statements, respectively. Further Loans given to wholly owned subsidiary were utilized for its principle business activities only.

The above stated investment and loan are within the limits as specified under Section 186 of the Companies Act, 2013 and the company is not required to take any further approval of its members.

18. Particulars of contracts or arrangements with related parties:-

In line with the requirements of the Companies Act, 2013 and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. The Policy can be accessed on the Company''s website at the web-link:

http://oswalseeds.com/files/POLICY%20for%20RELATED%20PARTY%20TRANSACTION.pdf

The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company & Related Parties.

All Related Party Transactions are subjected to independent review by an Audit Committee to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and SEBI Listing Regulations. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm''s length basis.

All Related Party Transactions entered during the year 2023-24 were in Ordinary Course of the Business and at Arm''s Length basis. The Company has not entered into any Material Related Party Transactions during the financial year. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2023-24 and hence does not form part of this report..

Details of related party transactions entered into by the Company, in terms of IND AS-24 have been disclosed in the notes to the standalone/ consolidated financial statements forming part of this Report and Annual Accounts 2023-24.

19. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:-

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts] Rules, 2014 are given as under:

(i) Conservation of Energy:

a. The steps taken or impact on conservation of energy:-

The Company has a well-organized, structured and centrally controlled Energy Management system for utility and Infrastructure. Regular focus and efforts are made to improve efficiency and accuracy by modernization of high end Technology. Some of the key initiatives for conserving energy are as under: -

(i) Replacement of Conventional Light with LED Lights at factory and Office resulting in saving of electricity.

(ii) Replacement of capacitor and installed latest technology equipments, machine and plants which consume less energy and minimum power. Services of machineries are done in regular interval which minimized the consumption of energy

b. The steps taken by the company for utilizing alternate sources of energy:-

The Company has used alternate source of energy, whenever and to the extent possible. DG set is used by the Company.

c. The capital investment on energy conservation equipments:- NIL

(ii) Technology Absorption:

a. The effort made towards technology absorption-

Company have installed latest technology of machine made in bulher (UK)

b. The benefits derived like product improvement, cost reduction, product development or import substitution: No specific activity has been done by the Company.

c. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): The Company has neither purchased within India nor imported any technology.

d. The expenditure incurred on Research & Development: The Company has not incurred any expenditure on Research and Development during the year under review.

(iii) Foreign Exchange Earnings and Outgo:

There were no Foreign Exchange earnings and outgoings that took place during the financial year as required by Companies (Accounts) Rules, 2014.

20. Statement in respect of adequacy of internal financial control with reference to the financial statements:-

The Company has adequate Internal Controls Systems and the same are reviewed regularly. Beside there are documented policies and procedures to support the system, so that all the applicable rules and regulations are complied with; that all transactions are authorized, recorded and reported correctly and adequately and that all the assets of the Company are safeguarded and there is no unauthorized use thereof. The Audit Committee reviews reports presented by the internal auditors on a routine basis. Further, the Audit Committee maintains constant dialogue with statutory and internal auditors to ensure that internal control systems are operating effectively.

The Company''s internal control system is commensurate with its size, scale and complexities of its operations. Such controls have been assessed during the year under review taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by The Institute of Chartered Accountants of India.

However, your Company recognizes that Internal Financial Controls cannot provide absolute assurance of achieving financial, operational and compliance reporting objectives because of its inherent limitations. Accordingly, regular audits and review processes ensure that such systems are reinforced on an ongoing basis.

21. Corporate Social Responsibility (CSR):-

The Company recognizes the responsibilities towards society and strongly intends to contribute towards development of knowledge based economy.

Pursuant to provisions of Section 135(9) of the Companies Act 2013, Where the amount to be spent by a company under sub-section (5) of Section 135 does not exceed Rupees Fifty Lakhs, the requirement under sub-section (1) of Section 135 of the Companies Act 2013, constitution of the Corporate Social Responsibility Committee shall not be applicable and the functions of such Committee provided under this section shall, in such cases, be discharged by the Board of Directors of such company. Since the amount of CSR Expenditure is less than Rupees Fifty Lakhs, the company is not required to constitute the CSR Committee and the functions of CSR Committee shall be performed by the Board of Directors.

The Company''s CSR Policy is available on the Company''s web-link: https://oswalseeds.com/files/CSR%20Policy.pdf

The Company has focused on social cause and implementation of its Corporate Social Responsibility as per Schedule VII of the Companies Act, 2013.

During the financial year ended 31^st March, 2024; the Company has spent INR 11.25 Lakhs on CSR activity.

Further, detailed information report on the CSR policy and the CSR initiatives taken during financial year 2023-24 is given in Annexure-B.

22. Nomination and Remuneration Policy / Disclosure relating to remuneration of Directors, Key Managerial Personnel and particulars of Employees:-

Section 134(3] of the Companies Act, 2013, the nomination and remuneration policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees is available on the Company''s website at http://www.oswalseeds.com/conduct.html

The Board of Directors affirms that the remuneration paid to Directors, senior management and other employees is in accordance with the remuneration policy of the Company.

The Disclosure required under Section 197(12) of the Companies Act, 2013 read with the Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to date, is annexed as Annexure-C and forms an integral part of the Board Report.

During the year under review, None of the employee of the company is drawing more than INR 1,02,00,000/- per annum or INR 8,50,000/- per month for the part of the year. Therefore, details of top ten employees in terms of the receipt of remuneration as prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing details prescribed under rule 5(3) of the said rules, will be made available to any member on request, as per provisions of Section 136(1) of the Act. Any Member desirous of obtaining above said details may write to the Company Secretary or email at oswalgroups2002@gmail.com

Further Pursuant to Section 197(14) of the Companies Act, 2013 neither the Managing Director nor Whole Time Director of the Company received any remuneration or commission from its subsidiary Company.

During the year under review Mrs. Kiran Devi Begani and Mrs. Padma Nahta who are Non Executive Non Independent Director of the Company are drawing remuneration of INR 18.00 Lakhs each from wholly owned material subsidiary company i.e. Shreeoswal Psyllium Exports India Limited in capacity of whole time Director.

23. Disclosure on establishment of a Vigil Mechanism/Whistle Blower Policy

The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistle-blowing mechanism not only helps the company in detection of fraud, but is also used as a corporate governance tool leading to prevention and deterrence of misconduct.

It provides direct access to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures those genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization.

The Whistle Blower Policy is disclosed on the website of the Company at chrome-https://oswalseeds.com/files/WHISTLE%20BLOWER.pdf. No Person has been denied access to the Audit Committee.

24. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed Ramesh Chandra Bagdi & Associates, Practicing Company

Secretaries, Indore to undertake the Secretarial Audit of the Company for the year ended March 31, 2024.

The Secretarial Audit Report given by the Secretarial Auditor of the Company is annexed as Annexure-D and forms an integral part of this Report, which is self explanatory.

There is no qualification, reservation or adverse remark or disclaimer in Secretarial Audit report except the following:-

Secretarial Auditor Observations	Management comments
Pursuant to Regulation 23(9) of SEBI (LODR) Regulations, 2015 Listed Company shall submit the disclosure of related party transactions on consolidated basis on the date of publication of results. Company has made delay of 1 day in submission of Disclosure of Related Party Transaction for the half year ended on 31st March, 2023	Due to technical glitch (validation error) company submitted Disclosure of Related Party Transaction for the half year ended on 31^st March, 2023 with delay of one day
Pursuant to SEBI/H O/ISD/ISD/CIR/P/2020/168 dated 09.09.2020 Delay in providing information to designated depository as per SEBI Circular dated 09th September, 2020 on System Driven Disclosures (SDD).	Inadvertently details of appointment of Independent Director''s were not updated with designated depository through system driven disclosure mechanism with in prescribed time. However same has been updated on 26.03.2024.
There are few pending Criminal Cases under District Court due to Non-Germination of Agro Seeds.	Nature of business of the company is agro based commodities and legal pending cases against the company at district court are due to Non-Germination of Agro Seeds or failure of Seeds Sample and which may be happened by any of the one condition i.e. Climate changes, Soil Issue, excess or less water used while irrigation of crop, NonGermination and farmer negligence which is not the fault of the company. Further quantum of the amount is not ascertainable and nature of the cases are in criminal hence there was no impact on financial of the Company

25. Secretarial Audit of Material Unlisted Subsidiary Company

Shreeoswal Psyllium Exports India Limited, a material wholly owned subsidiary of the Company undertakes Secretarial Audit under Section 204 of the Companies Act, 2013. The Secretarial Audit of Shreeoswal Psyllium Exports India Limited for the Financial Year 202324 was carried out pursuant to Section 204 of the Companies Act, 2013 read with Regulation 24A of the SEBI Listing Regulations. The Secretarial Audit Report of Shreeoswal Psyllium Exports India Limited submitted by Ramesh Chandra Bagdi & Associates, Practicing Company Secretaries. The Secretarial Audit Report given by the Secretarial Auditor of the Company is annexed as Annexure-E and forms an integral part of this Report.

26. Annual Secretarial Compliance Report

The Company has undertaken an audit for the financial year 2023-24 for all applicable compliances as per SEBI Regulations and Circulars/Guidelines issued there under. Pursuant to provision of Regulation 24A of SEBI Listing Regulations, the Annual Secretarial Compliance Report for the financial year 2023-24 has been submitted to the stock exchange within 60 days of the end of the financial year.

27. Statutory Auditors

Pursuant to Section 139 of the Act read with rules made thereunder, as amended, J.C. Baheti & Associates, Chartered Accountants, Indore (ICAI Registration Number 003390C], were appointed as Statutory Auditors of your Company, for a term of five years from the conclusion of 06^th Annual General Meeting until the conclusion of 11^th Annual General Meeting of the Company to be held for financial year 2027-2028.

Explanation to Auditor''s Remarks

The Auditors in their report have referred to the notes forming part of the Accounts which are self-explanatory and does not contain any qualification, reservation or adverse remark or disclaimer.

Further, there was no fraud in the Company, which was required to report by Statutory Auditors of the Company under sub-section (12] of Section 143 of Companies Act, 2013.

28. Internal Auditor

The Board of Directors has appointed CA Avani Nahar, Chartered Accountant, as Internal Auditor to conduct the internal audit of the various areas of operations and records of the Company. The periodic reports of the said internal auditors are regularly placed before the Audit Committee along with the comments of the management on the action taken to correct any observed deficiencies on the working of the various departments.

The Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations including those relating to strengthening of the Company''s risk management policies and systems.

29. Cost Record and Audit

Your Company does not falls within the provision of Section 148 of Companies Act, 2013 read with the Companies (Cost Records & Audit] Rules, 2014 as amended from time to time; therefore, no such record are required to be maintained.

30. Report on Corporate Governance & Management Discussion Analysis

Your company has complied with the corporate governance requirements under the Companies Act, 2013 and Regulation 34(3] read with Schedule V of the SEBI Listing Regulations. A detailed report on Corporate Governance confirming compliance with the conditions of the Corporate Governance, forms part of the Annual Report. A detailed analysis of the Company''s performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

31. CEO & CFO Certification:

The Chief Executive Officer and Chief Financial Officer of your Company have issued necessary certificate pursuant to the provisions of Regulation 17(8] of the SEBI Listing Regulations and the same forms part of this Annual Report.

32. Code of Conduct

The Board of Directors has laid down a Code of Conduct (âthe Codeâ] for all Board members and senior management personnel of your Company. The Code of Conduct is available on Company''s website of the Company http://www.oswalseeds.com/conduct.html

All Board members and senior management personnel have confirmed compliance with the Code. Declaration on adherence to the code of conduct is forming part of the Corporate Governance Report.

3 3. Statement indicating development & implementation of Risk Management Policy: -

The Board of Directors has adopted a risk management policy to develop and implement risk management procedure/plan including therein of elements of risks, if any which in the opinion of the Board may threaten the existence of the Company.

34. Material changes & commitments, if any affecting the financial position of the Company:-

No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year to which the financial statements relate and the date of this Board''s report. However Company have offered Corporate Guarantee to its group company Oswal Ethanol and Feed Industry Private Limited (Borrowing Company in which Directors of the Company are interested] for an amount not exceeding INR 110 Crores. The Company''s liability is contingent upon the corporate guarantee provided. As of the date of the Signing Board Report, there is no impact of corporate guarantee on the financial position of the company.

35. Sexual harassment of women at workplace (prevention, prohibition & redressal) act, 2013:-

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal] Act, 2013. An Internal Complaints Committee (ICC] has been set up to redress the Complaint received regarding sexual harassment.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal] Act, 2013. All employees (permanent, contractual, temporary, trainees] are covered under this Policy. There was no case of sexual harassment reported during the year under review.

The policy on Prevention of Sexual Harassment at workplace as approved by the Board of directors has been uploaded on the website of the Company at the web link: http://www.oswalseeds.com/conduct.html

3 6. Environment and Safety

Safety is your company''s top most priority with primary focus on developing a safety culture among employees. Your 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.

3 7. Listing of Shares

The shares of the Company are listed on National Stock Exchange of India Limited (NSE], and the Company is regular in payment of the listing fees. There was no suspension of trading during the year under review.

38. Insurance

The Company''s assets are adequately insured against the loss of fire and other risk, as considered necessary by the Management from time to time.

39. Compliance of Secretarial Standard

Your Company is in compliance with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India as amended from time to time and approved by the Central Government under Section 118(10] of the Companies Act, 2013.

40. Industrial Relations

Company''s Industrial relations continued to be healthy, cordial and harmonious during the year under review. Your Directors record their appreciation for all the efforts, support and co-operation of all employees extended from time to time.

41. Depository System

Your Company''s shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL] and Central Depository Services (India] Limited (CDSL].

42. Other Disclosures:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events on these items during the year under review:> No Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s operation in future.

> Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Companies Act, 2013].

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

> The Business Responsibility Reporting as required by Regulation 34(2] of the SEBI Listing Regulations is not applicable to your Company for the financial year ending March 31, 2024.

> No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year in respect of your Company.

> There was no one time settlement of loan obtained from the Banks or Financial Institutions.

> There was no revision of financial statements and Board''s Report of the Company during the year under review.

43. Acknowledgment and Appreciation:-

The Directors wish to convey their appreciation to all of the Company''s employees for their contribution towards the Companies performance. The Directors would also like to thank the shareholders, employees, investors, stock exchange, customers, bankers, governments and all other business associates for their continuous support to the Company and their confidence in its management.

Mar 31, 2018

BOARD''S REPORT Dear Shareholders

The Directors are pleased to present their First Annual Report together with the standalone and consolidated audited financial statements of your company for the period ended March 31, 2018.

1. STATE OF AFFAIRS AND FINANCIAL PERFORMANCE

1.1 FINANCIAL HIGHLIGHTS AND SUMMARY OF STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS.

The performance highlights and summarized financial results of the Company are given below:

(Amount in Lacs Except EPS)

Particulars	Standalone	Consolidated
	Financial Period ended 2018	Financial Period ended 2018
Total Income	1330.84	1820.49
Total Expenditure	1217.00	1680.77
Profit/(Loss) before exceptional and extraordinary items & tax	113.84	139.72
Exceptional & Extraordinary Item	0.00	0.00
Profit/(Loss) before tax	113.84	139.72
Provision for Tax Current Tax Deferred Tax	21.53 (0.06)	28.20 (0.07)
Profit/(Loss) after tax	92.37	111.59
Paid up Equity Share Capital	1066.90	1066.90
Earnings per share (Rs.10/- each) Basic & Diluted (in Rs.)	1.25	1.51

1.2 OPERATIONAL AND STATE OF COMPANY''S AFFAIRS

During the financial period ended 2018, the company achieved total income of Rs. 1330.84 lacs on standalone basis and earned net profit of Rs. 92.37 lacs. Further, on consolidated basis company achieved total income of Rs. 1820.49 lacs and earned net profit ofRs. 111.59 lacs.

1.3 ABOUT THE COMPANY

Company was originally formed as partnership firm under the Partnership Act, 1932("Partneship Actâ) in the name and style of "M/s Oswal Seeds and Chemicalsâ pursuant to deed of partnership dated 29th July, 2002 entered into between Mr. Sanjay Kumar Baigani and Mr. Anil Kumar Nahata. Further, new partners were admitted pursuant to partnership deed dated July 31, 2017. "M/s Oswal Seeds and Chemicalsâ was converted from partnership firm to Public Limited Company under Part I company (Chapter XXI) of the Companies Act, 2013 with the name "SHREEGSWAL SEEDS AND CHEMICALS LIMITED" and received a Certificate of Incorporation on December 1, 2017.

1.4 CHANGE IN NATURE OF BUSINESS

Company is engaged in the business of production, processing and sale of different kind of agricultural seeds and during the period there was no change in business activity of the company.

1.5 SHARE CAPITAL

During the period under review following changes have taken place in the authorized and paid-up share capital of the company:

AUTHORIZED CAPITAL:

At, the time of Incorporation of the Company, the Authorized Capital of the Company was Rs. 7,00,00,000/-(Rupees Seven Crores Only) divided into 70,00,000 (Seventy Lakh) Equity Shares of Rs. 10/- each.

The Authorized Capital of the Company was increased to Rs. 18,00,00,000/- (Rupees Eighteen Crores Only) divided into 1,80,00,000 (One Crore Eighty Lakh) Equity Shares of Rs. 10/- each vide resolution passed in Extra Ordinary General Meeting held on January 16, 2018.

ISSUED, SUBSCRIBED & PAID-UP CAPITAL:

Pursuant to subscription to the Memorandum of Association of the Company, the subscribers have been allotted total 61,69,000 (Sixty One Lakh Sixty Nine Thousand) Equity Shares of Rs. 10/- each aggregating to Rs. 6,16,90,000/- (Rupees Six Crores Sixteen Lakhs Ninety Thousand Only). â

Further, Board of Directors in their meeting held on February 26, 2018 had allotted 45,00,000 (Forty Five Lakhs) Equity Shares of Rs. 10/- each in lieu of Conversion of Rupee Loan to Equity Shares. As at March 31, 2018 Paid-up Equity Share Capital of the Company stood at Rs. 10.66.90.000 (Rupees Ten Crores Sixty Six Lakhs Ninety Thousand Only) divided into 1.06.69.000 (One Crore Six Lakh Sixty Nine Thousand) Equity Shares of Rs. 10/- each.

Further, pursuant to Intial Public Offer of Equity Shares by the Company, the Board of Directors of the Company, in their meeting held on June 16, 2018, has allotted total 45,76,000 (Forty Five Lakhs Seventy Six Thousand) Equity Shares of Rs. 10/- each at a price of Rs. 26/-(Rupees Twenty Six) per Equity Shares to the successful allottees, whose list have been finalized by the Company, the Registrar to the Issue and merchant banker in consultation with the National Stock Exchange of India Limited.

The Paid up Capital of the Company at the date of this Report is Rs. 15,24,50,000/- (Rupees Fifteen Crores Twenty Four Lakh Fifty Thousand Only) divided into 1,52,45,000 (One Crore Fifty Two Lakh Forty Five Thousand) Equity Shares of Rs. 10/- each.

During the period under review, the company has not issued shares with differential voting rights nor has granted any stock option or sweat equity shares. As on 31^st March 2018, none of the Directors of the company hold instruments convertible into equity shares of the Company.

INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES:

The Board of Directors had, in its meeting held on February 06, 2018, proposed the Initial Public Offer of equity shares not exceeding 60,00,000 (Sixty Lacs) Equity Shares. The Members had also approved the proposal of the Board of Directors in their Extra-Ordinaiy General Meeting held on February 16, 2018.

Pursuant to authority granted by the Members of the Company, the Board of Directors has appointed Pantomath Capital Advisors Private Limited as Lead Manager and Bigshare Services Private Limited as Registrar to the Issue and Share Transfer Agent for the public issue.

The Company had applied to National Stock Exchange of India Limited ("NSEâ) for in-principle approval for listing its Equity Shares on the Emerge Platform of NSE. NSE has vide its letter dated April 24, 2018 granted its in-principle approval to the company.

The Company has filed Prospectus to the Registrar of the Company, Gwalior and the Public Issue was opened on Thursday, June 7, 2018 and closed on Tuesday, June 12, 2018. The Company has applied for listing of 1,52,45,000 equity shares to NSE and NSE has granted its approval vide its letter dated June 19, 2018. The trading of Equity Shares of the Company commenced on June 20, 2018 at Emerge Platform of NSE.

UTILIZATION OF PROCEEDS FROM IPO

The Company has generated funds of Rs. 1189.76 Lakhs for the purposes and object as per prospectus .The Board submits the following statements towards the utilization of issue proceeds as under:

S.N	Purpose/Objects for raising of funds through public issue	Amount raised in public issue for the object mentioned in prospectus (Rs. in Lacs)	Actual Utilization of Issue Proceeds till 30^thSept., 2018. (Rs. in Lacs)	Balance Amount to be utilized as on 30^th Sept.,2018 (Rs. in Lacs)
1	Purchase of New Plant & Machineiy	162.95	0	162.95
2	Funding the Working Capital Requirement Of the Company	625	625	0
3	General Corporate Purpose	251.81	164.76	87.05
4	IPO Expenses	150	150	0

2.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 annexed as Annexure - A and forms an integral part of this Report and is also available on the website of the Company.

3. NUMBER OF MEETINGS OF THE BOARD & AGM

During the Financial period ended 2018, the Board of the Directors duly met seven times on 04.12.2017, 08.01.2018, 06.02.2018, 19.02.2018, 26.02.2018, 05.03.2018 and 14.03.2018 respectively for which proper notices for meeting were given and the proceedings were properly recorded. Draft Minutes of Board Meeting were circulated to members of the Board for their comments thereafter signed copy of minutes were also circulated to Board members for confirmation of the same. Details of attendances are as under:

Sr. No	Name of Director	No. of Board Meetings		Attendance at the previous Annual General Meeting
		Held during their tenure	Attended	Attendance at the previous Annual General Meeting
1	Mr. Sanjay Kumar Baigani	7	7	N.A
2	Mr. Anil Kumar Nahata	7	7	N.A
3	Mrs. Kiran Devi Begani	7	7	N.A
4	Mrs. Padma Nahta	7	6	N.A
5	Mr. Gopal Lai Agarwal	5	0	N.A
6	Mr. Sunil Kumar Agarwal	5	4	N.A

During the financial period ended March 2018, three Extra-ordinary General Meetings were held respectively on 16.01.2018,16.02.2018 & 21.02.2018.

4. DIVIDEND

To conserve resources and plough back profits, your Directors have not recommended any dividend for the period under review.

5. AMOUNTS TRANSFERRED TO RESERVES

During the financial period no amount has been transferred to any reserve.

6. DEPOSITS

The Company has not accepted any Public deposits, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

DISCLOSURE OF UNSECURED LOAN RECEIVED FROM DIRECTORS:

Pursuant to Section 2(31) Read with Rule 2(l)(viii) of Companies (Acceptance of Deposits) Rules, 2014, (including any statutory modification or re-enactment thereof for the time being in force), the details of unsecured loan received from directors are given below:

__ __(Amount in Rs.)

S. No.	Name of Director	Amount received during the Financial period	Outstanding amount as on 31.03.2018
01	Mr. Sanjay Kumar Baigani	2,33,96,356/-	3,23,250/-
02	Mr. Anil Kumar Nahata	2,33,96,356/-	3,23,250/-

7. SUBSIDIARY COMPANIES, JOINT VENTURES OR ASSOCIATE COMPANIES

The Company has one Wholly Owned Subsidiary Company i.e. Shreeoswal Psyllium Exports India Limited (CIN: U01100MP2018PLC045146) as on March 31, 2018. Financial of the subsidiary is disclosed in the Consolidated Financial Statements, which form part of this Annual Report. A separate statement containing salient features of the Financial Statement of the Subsidiary in accordance with Section 129(3) of the Companies Act, 2013 and the rules made there under in the prescribed Form AOC-1 is annexed to this Report as ANNEXURE-B and hence is not repeated here for sake of brevity. The Company does not have any joint venture or associate Company. There has been no material change in the nature of the business of the subsidiary company.

In accordance with third proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing inter alia the audited standalone and consolidated financial statements, has been placed on the website of the Company at www.oswalseeds.com. Further, audited financial statements together with related information and other reports of the subsidiary company have also been placed on the website of the Company at www.oswalseeds.com.

In terms of Section 136 of the Companies Act, 2013 (''the Act''), financial statement of the subsidiary company is not required to be sent to the members of the Company. The Company shall provide a copy of the annual accounts of its subsidiary company to the members of the Company on their request. The annual accounts of its subsidiary company will also be kept open for inspection at the registered office of the Company during business hours.

8. CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to the requirement of Section 129 of the Companies Act, 2013 read with other applicable provisions and prepared in accordance with Accounting Standard AS-21, for financial period ended March 31, 2018. The Consolidated Financial Statements form part of this Annual Report.

9. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Sanjay Kumar Baigani (DIN: 07921083), Mr. Anil Kumar Nahata (DIN: 07921005), Mrs. Kiran Devi Begani (DIN: 07921018) and Mrs. Padma Nahta (DIN: 07921042) were appointed as the First Directors of the company.

During the period under review, in Board Meeting held on 4^tjl December, 2017 Mr. Anil Kumar Nahata (DIN: 07921005) was designated as Chief Executive Officer of the Company w.e.f. 4^th December, 2017 and Mr. Ashok Dhakar was appointed as Chief Financial Officer of the Company. Further, in Board Meeting held on 4^th December, 2017, Mr. Sanjay Kumar Baigani (DIN: 07921083), was appointed as Managing Director of the Company for term of three years

i.e from 04.12.2017 to 03.12.2020, who was further confirmed as Managing Director of the Company by members in Extra-Ordinary General Meeting held on January 16, 2018.

During the period under review, Mr. Gopal Lai Agarwal (DIN: 08042715) and Mr. Sunil Kumar Agarwal (DIN: 08046616) were appointed as an Additional Non-Executive Independent Director of the Company w.e.f. 8^th January, 2018 who shall hold office as per the provisions of Section 161 of the Companies Act, 2013, till the date of the ensuing Annual General Meeting. The Company has received a notice as per the provisions of Section 160(1) of the Companies Act, 2013 from a Member in writing proposing their candidature for the office of Director.

Further, in Board Meeting held on 8^th Januaiy, 2018, Ms. Anjali Bamboria was appointed as Company Secreatiy of the Company.

During the current financial year, in Board meeting held on 16^th June, 2018 Mr. Anil Kumar Nahata was appointed as Whole-time Director of the company for the period of three years w.e.f. 16^th June, 2018 to 15* June, 2021 subject to approval of members in the ensuing Annual General Meeting.

Further, pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. Kiran Devi Begani (DIN: 07921018), Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for re-appointment.

The following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. Mr. Sanjay Kumar Baigani, Managing Director;

2. Mr. Anil Kumar Nahata, Whole Time Director cum CEO;

3. Mr. Ashok Dhakar, Chief Financial Officer;

4. Ms. Anjali Bamboria, Company Secretary and Compliance officer.

DISQUALIFICATIONS OF DIRECTORS:-

During the period declarations were received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. Board appraised the same and found that none of the director is disqualified for holding office as director.

10. DECLARATION BY INDEPENDENT DIRECTOR

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

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures in adoption of these standards;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial period and of the profit of the Company for that period;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act 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. The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

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

12. MEETING OF INDEPENDENT DIRECTORS

No meeting of Independent Directors of the Company was held during the financial period ended 2018 as listing of the shares was made on 20^th June, 2018.

13.COMMITTEES OF THE BOARD OF DIRECTORS

The Company has constituted following committees:-

(i) AUDIT COMMITTEE:

The Company has constituted Audit Committee as per requirement of section 177 of the Companies Act 2013. The terms of reference of Audit Committee are broadly in accordance with the provisions of Companies Act, 2 013.The Audit Committee comprises of the following Directors of the Company:

Name of Director		Category		Designation in Committee
Mr. Gopal Lai (DIN: 08042715)	Agarwal	Non-executive Director	Independent	Chairperson
Mr. Sunil Kumar Agarwal (DIN: 08046616)		Non-executive Director	Independent	Member
Mrs. Padma (DIN:07921042)	Nahta	Non-executive Director		Member

(ii) NOMINATION & REMUNERATION COMMITTEE:

The Company has constituted Nomination & Remuneration Committee as per requirement of Section 178 of the Companies Act 2013. The terms of reference of Nomination & Remuneration Committee are broadly in accordance with the provisions of Companies Act, 2013.The Nomination & Remuneration Committee comprises of the following Directors of the Company:

Name of Director		Category		Designation in Committee
Mr. Gopal Lai (DIN: 08042715)	Agarwal	Non-executive Director	Independent	Chairperson
Mr. Sunil Kumar Agarwal (DIN: 08046616)		Non-executive Director	Independent	Member
Mrs. Padma (DIN:07921042)	Nahta	Non-executive Director		Member

(iii) STAKEHOLDER''S RELATIONSHIP COMMITTEE:

The Company has constituted Stakeholder''s Relationship Committee to redress complaints of shareholders. The Stakeholder''s Relationship Committee comprises of the following Directors of the Company:

Name of Director		Category		Designation in Committee
Mrs. Padma (DIN:07921042)	Nahta	Non-executive Director		Chairperson
Mr. Gopal Lai (DIN: 08042715)	Agarwal	Non-executive Director	Independent	Member
Mr. Sunil Kumar Agarwal (DIN: 08046616)		Non-executive Director	Independent	Member

14. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS, AND THAT OF ITS COMMITTEES

The Company was not required to carry formal annual evaluation by the Board of its own performance and that of its committees and individual directors for the Financial Period ended 2018 as the company did not fall under the criteria specified in Section 134 (3) (p) of the Companies Act, 2013 and Rule 8(4) of the Companies (Accounts) Rules, 2014 on 31.03.2018. Although, the directors of the Company are vigilant towards their duties and responsibilities as director of the Company.

15. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS U/S 186

During the financial period ended 2018, company made investment in equity shares of Shreeoswal Psyllium Exports India Limited. Further, at the end of the financial period company had Loan amounting Rs. 8.89 Lakhs, details as mentioned in Note No. 14 of Standalone Financial Statements.

Further, Company had not granted any guarantee or provided any security pursuant to provisions of Section 186 of the Companies Act, 2013.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered with Related Parties for the financial period under review were on armâs length basis and in the ordinary course of business pursuant to the provisions of Section 188 of the Companies Act, 2013 and the Rules made there under. Further, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is set out as Annexure-C.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 are given as under:

17.1 CONSERVATION OF ENERGY:

a. The steps taken or impact on conservation of energy:-

(i) Replacement of Conventional Light with LED Lights at Registered & Corporate Office resulting in saving of electricity.

(ii) Replacement of capacitor and installed latest technology machine who consume less energy

(iii) all Equipmentâs and plants used with latest technology who conserve minimum power

b. The steps taken by the company for utilizing alternate sources of energy:-

The Company has used alternate source of

energy, whenever and to the extent possible.

c. The capital investment on energy conservation equipmentâs:- NIL

17.2 TECHNOLOGY ABSORPTION:

a. The effort made towards technology absorption-

Company have installed latest technology of machine made in bulher (UK)

b. The benefits derived like product improvement, cost reduction, product development or import substitution-

No specific activity has been done by the Company

c. In case of imported technology fimported during the last three years reckoned from the beginning of the financial year:- we have import our plant from bulher (UK)

d. The expenditure incurred on Research & Development.- NIL

17.3 FOREIGN EXCHANGE EARNINGS AND OUTGO:

There were no Foreign Exchange earnings and outgoings that took place during the financial period as required by Companies (Accounts) Rules, 2014.

18. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Board of Directors of your Company is responsible for ensuring that Internal Financial Controls (1FC) are laid down in the Company and that such controls are adequate and operate effectively. The Company''s IFC framework is commensurate with its size, scale and complexity of operations. The framework has been designed to provide reasonable assurance with respect to recording and providing reliable financial and operational information, complying with applicable laws, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliances with corporate policies. The company has a robust management information system, which is an integral part of the control mechanism. The system also ensures that all transaction are appropriately authorized, recorded and reported as and when required.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provisions of Section 135 of the Companies Act, 2013 does not apply to the Company as company does not fall under any of the criteria specified under above referred section therefore Company has not constituted Corporate Social responsibility (CSR) committee as required under the Act.

20. REMUNERATION POLICY / DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

In accordance with Section 178 and other applicable provisions if any, of the Companies Act,

2013 read with the Rules issued there under the Board of Directors formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. The Nomination and Remuneration Policy of the company is available on the website of the company.

The Disclosure required under Section 197(12) of the Companies Act, 2013 read with the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to date is annexed as Annexure- D.

None of the employee of the company is drawing more than Rs. 1,02,00,000/- per annum or Rs.8,50,000/- per month for the part of the year, during the financial period under review therefore Particulars of the employees as required under Section 197 of Companies Act, 2013 read with rule 5(2) & rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are not applicable, during the financial period under review.

Neither the Managing Director nor Whole Time Director of the Company has received any remuneration or commission from its subsidiary.

21. CORPORATE GOVERNANCE

The Company being listed on the SME Platform of National Stock Exchange of India Limited is exempted from provisions of Corporate Governance as per Regulation 15 of the SEBI (LODR) Regulations, 2015. Hence no Corporate Governance Report is required to be disclosed with Annual Report. It is pertinent to mention that the Company follows majority of the provisions of the corporate governance voluntarily as a part of Good Corporate Governance.

22. REPORT ON MANAGEMENT DISCUSSION ANALYSIS

As per Regulation 34(2) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed analysis of the Company''s performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

23. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a whistle blower policy for Directors and employees to report genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The details of establishment of the reporting mechanism are disclosed on the website of the Company at the web link:-httD://www.oswalseeds.com/conduct.html. No Person has been denied access to the Audit Committee.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY.

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.

25. SECRETARIAL AUDIT

The equity shares of the Company have been listed on SME Platform of NSE with effect from 20th June, 2018. The turnover and the paid up capital of the company as on March 31, 2018 were below the applicability criteria for secretarial audit as prescribed under the Companies Act, 2013 and rules made there under. In view of the same secretarial audit under section 204 Act, 2013 and rules made there under. In view of the same secretarial audit under section 204 of the Companies Act, 2013 was not applicable on the Company during the period under review.

26. INTERNAL AUDIT

Pursuant to provision of Section 138 of Companies Act, 2013, Board of the Directors have appointed Ms. Minal Nahar as an internal auditor of the company w.e.f 14^th November, 2018 to conduct the internal audit of the functions and activities of the Company.

27. COST AUDIT

Your Company does not falls within the provisions of Section 148 of Companies Act, 2013 read with the Companies (Cost Records & Audit) Rules, 2014 as amended from time to time, therefore no such record are required to be maintained.

28. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s. Bharat Kumar Agarwal & Co., Chartered Accountants (Firm Registration No. 012245C) who were appointed as Statutory auditors of the Company in Board Meeting held on 4^m December, 2017 up to the date of 1^st Annual General Meeting, be and are hereby recommended for re-appointment to audit the accounts of the company up to the 6^th AGM of the Company to be held in year 2023. A resolution for re-appointment of M/s. Bharat Kumar Agarwal & Co., Chartered Accountants (Firm Registration No. 012245C), being proposed in the notice of the ensuing AGM for the approval of the members.

The Company has received from M/s. Bharat Kumar Agarwal & Co., Chartered Accountants (Firm Registration No. 012245C), a written consent for appointment from the conclusion of the 01^st AGM till the conclusion of the 6^th AGM and a certificate to the effect that their appointment shall be in accordance with the prescribed conditions and that the firm is not disqualified under the Companies Act, 2013

EXPLANATION TO AUDITOR''S REMARKS

The Auditors in their report have referred to the notes forming part of the Accounts which are self-explanatory and does not contain any qualification, reservation or adverse remark or disclaimer.

Further, there was no fraud in the Company, which was required to report by Statutory Auditors of the Company under sub-section (12) of Section 143 of Companies Act, 2013.

29. CODE OF CONDUCT

The Board of Directors has laid down a Code of Conduct ("the Codeâ) for all Board members and senior management personnel of your Company. The Code is posted on Company''s website. All Board members and senior management personnel have confirmed compliance with the Code. Declaration on adherence to the code of conduct is forming part of the Corporate Governance Report.

30. CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES

In terms of the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has adopted a Code of Conduct for trading in securities of your Company ("the Insider Codeâ). The Insider Code aims at preserving and preventing misuse of unpublished price sensitive information. All Directors, Designated Employees/KMP and Connected Persons of your Company are covered under the Insider Code, which provides inter alia for periodical disclosures and obtaining pre-clearances for trading in securities of your Company.

31. STATEMENT INDICATING DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Board of Directors has adopted a risk management policy to develop and implement risk management procedure/plan including therein elements of risks, if any which in the opinion of the Board may threaten the existence of the Company.

32. MATERIAL CHANGES & COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the company have occurred between the end of the financial period to which the financial statements relate and the date of this Board''s Report except Initial Public Offer and Listing of Equity Shares on SME Platform of NSE.

33. ENVIRONMENT AND SAFETY

Safety is your company''s top most priority with primary focus on developing a safety culture among employees. Your 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.

34.SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress the Complaint received regarding sexual harassment. There was no case of sexual harassment reported during the financial period under review.

35. INSURANCE

The Company''s assets are adequately insured against the loss of fire and other risk, as considered necessary by the Management from time to time. The Company has also taken insurance cover for any claims/losses arising out of its core business of security broking.

36. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Reporting as required by Regulation 34(2) of the SEB1 (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to your Company forthe financial period ending March 31, 2018.

37. COMPLIANCE OF SECRETARIAL STANDARD

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly followed by the Company.

38. INDUSTRIAL RELATIONS

Company''s Industrial relations continued to be healthy, cordial and harmonious during the period under review.

39. DEPOSITORY SYSTEM:

Your Company''s shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).The Company has paid the annual custodian fee to the respective depositories.

40. ACKNOWLEDGMENT

The Board of Directors places on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the period. The Directors also gratefully acknowledge support of the NSE, Lead Manager, Share Transfer Agent and other intermediaries of the Public Issue of the Company and also to all stakeholders of the Company.

Place: Neemuch For and on behalf of the Board of Directors

Date: 14^th November, 2018 SHREEOSWAL SEEDS AND CHEMICALS LIMITED

Sanjay Kumar Baigani Anil Kumar Nahata

Managing Director Whole-time Director & CEO

DIN:07921083 DIN: 07921005

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Directors Report of Shreeoswal Seeds and Chemicals Ltd.

1. State of affairs and Financial Performance:-

1.1 Financial Highlights And Summary of Standalone and Consolidated FinancialStatements:

1.2 Operational and State of Company''s Affairs:

2. Annual Return

3. Number of meetings of the board, its committees & General Meetings:

Postal Ballot:-

4. Dividend:-

5. Amounts Transferred to Reserves:-

6. Deposits:-

Details of Deposits which are not in Compliance with the requirements of Chapter V ofthe act:

Disclosure of Unsecured Loan received from Directors:

7. Subsidiary Companies, Joint Ventures or Associate Companies

Material Subsidiary

8. Consolidated Financial Statements

9. Details of Directors and Key Managerial Personnel

â¢ Directors liable to retire by rotation seeking re-appointment

â¢ Change in Directors

â¢ Key Managerial Personnel

â¢ Changes in the Key Managerial Personnel

â¢ Disqualifications of Directors

10. Declaration by Independent Director

11. Directors Responsibility Statement

12. Familiarization Programs imparted to Independent Directors

13. Meeting of Independent Directors

14. Committees of the Board of Directors

15. Statement indicating the manner in which Formal Annual Evaluation of theperformance of the Board, it''s Committees and of individual directors has been made:

Performance Evaluation Criteria for Independent Directors:

Statement with regard to integrity, expertise and experience of the independentdirector appointed during the year.

16. Particulars of Loan, Guarantees and Investments u/s 186:-

17. Particulars of contracts or arrangements with related parties:-

18. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings andOutgo:-

(i) Conservation of Energy:

(ii) Technology Absorption:

(iii) Foreign Exchange Earnings and Outgo:

19. Statement in respect of adequacy of internal financial control with reference to thefinancial statements:-

20. Corporate Social Responsibility (CSR):-

21. Nomination and Remuneration Policy / Disclosure relating to remuneration ofDirectors, Key Managerial Personnel and particulars of Employees:-

22. Report on Corporate Governance & Management Discussion Analysis

23. Disclosure on establishment of a Vigil Mechanism/Whistle Blower Policy

24. Secretarial Auditors and Secretarial Audit ReportSecretarial Auditors

Secretarial Audit Report

25. Secretarial Audit of Material Unlisted Subsidiary Company

26. Annual Secretarial Compliance Report

27. Statutory Auditors

Explanation to Auditor''s Remarks

28. Internal Auditor

29. Cost Record and Audit

30. CEO & CFO Certification:

31. Code of Conduct

32. Statement indicating development & implementation of Risk Management Policy:-

33. Material changes & commitments, if any affecting the financial position of theCompany:-

34. Environment and Safety

35. Sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act,2013:-

36. Listing of Shares

37. Insurance

38. Compliance of Secretarial Standard

39. Industrial Relations

40. Depository System

41. DESIGNATED PERSON FOR THE PURPOSE OF DECLARATION OF BENEFICIAL INTERESTIN THE SHARES OF THE COMPANY:

42. Other Disclosures:

43. Acknowledgment and Appreciation:-

For and on behalf of the Board of DirectorsSHREEOSWAL SEEDS AND CHEMICALS LIMITED

Sanjay Kumar Begani Anil Kumar Nahata

Date: 28th July, 2025Place: Neemuch

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1.1 Financial Highlights And Summary of Standalone and Consolidated Financial
Statements:

Details of Deposits which are not in Compliance with the requirements of Chapter V of
the act:

â¢ Directors liable to retire by rotation seeking re-appointment

â¢ Change in Directors

â¢ Key Managerial Personnel

â¢ Changes in the Key Managerial Personnel

â¢ Disqualifications of Directors

15. Statement indicating the manner in which Formal Annual Evaluation of the
performance of the Board, it''s Committees and of individual directors has been made:

Statement with regard to integrity, expertise and experience of the independent
director appointed during the year.

18. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and
Outgo:-

19. Statement in respect of adequacy of internal financial control with reference to the
financial statements:-

21. Nomination and Remuneration Policy / Disclosure relating to remuneration of
Directors, Key Managerial Personnel and particulars of Employees:-

24. Secretarial Auditors and Secretarial Audit Report
Secretarial Auditors

33. Material changes & commitments, if any affecting the financial position of the
Company:-

35. Sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act,
2013:-

41. DESIGNATED PERSON FOR THE PURPOSE OF DECLARATION OF BENEFICIAL INTEREST
IN THE SHARES OF THE COMPANY:

For and on behalf of the Board of Directors
SHREEOSWAL SEEDS AND CHEMICALS LIMITED

Date: 28^th July, 2025
Place: Neemuch