Shreeoswal Seeds & Chemicals Ltd

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.

1.2 Operational and State of Company's Affairs:

On Standalone basis, your Company had revenue from operation of INR 9721.40 Lakhs for the financial year ended 31st 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.

On a consolidated basis, your Company had revenue from operation of INR 24591.28 Lakhs for the financial year ended 31st 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.

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

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 (“SEBI Listing Regulations”).

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

Further, 7th Annual General Meeting of the Company for financial year 2023-24 was held on 28th 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 2024-25 are provided in the section 'General Body Meetings' of the Corporate Governance Report.

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

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 31st March, 2025.

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.

As on 31st 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 31st 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_Oswal%2014.02.2025.pdf

The consolidated financial statements of the Company for the year ended 31st 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.

The Company has a professional Board with an optimum combination of executive and non-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.

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 reappointment. The Board recommends her re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

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 02nd April, 2025.

On the recommendation of Nomination and Remuneration Committee, the Board of Directors in their Meeting held on 30th 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. 30th 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 30th May, 2025 to 29th May, 2030 (both days inclusive).

Key Managerial Personnel

As on 31st 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;

Changes in the Key Managerial Personnel

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

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/Policy/FAMILIARIZATION%20PROGRAMMES%20FY%202024-25.pdf

13. Meeting of Independent Directors

The Independent Directors met once during the year as on 14th 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:-

Furthermore, during the financial year Company had extended loans and advances to its wholly-owned subsidiary company. As on 31st 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 20th 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/Policy/related%20party%20policy_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 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.

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 8th Annual General Meeting (“AGM”) 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.

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 6th Annual General Meeting (AGM) of your company held on 30th 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 06th Annual General Meeting until the conclusion of 11th 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 30th May, 2025 approved the appointment of CA Pawan Patidar (M. No.: 471412) as an internal auditor of the Company w.e.f. 01st 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. 30th 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 (“the Code”) 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:-

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.

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.

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 cooperation 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 27th October, 2023, every Company required to designate a person who shall be responsible for furnishing, and extending co- 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 31st 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:-