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:

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 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.

• 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
(“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, 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 2024¬
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 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 re¬
appointment. 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 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^th
May, 2030 (both days inclusive).

• 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;

• 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/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:-

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 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 8^th 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.

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

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 (“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.

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:-

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 co¬
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 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 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