Continental Seeds and Chemicals Ltd Directors Report

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year 2025-26, the following changes took place in the composition of the Board of Directors of the Company:

A. Changes in the Board of Directors

During the year under review, there were changes in the composition of the Board of Directors of the Company. Mr. Lalit Kumar Goswami (DIN: 11058915) ceased to be a Director of the Company with effect from 22nd August, 2025. Ms. Nidhi Gupta (DIN: 08848686) ceased to be a Director of the Company with effect from 28th August, 2025. Ms. Konika Goel (DIN: 11232007) was appointed as an Independent Director of the Company with effect from 2nd September, 2025. Mr. Gopal Krishan Sharma (DIN: 02741138) ceased to be a Director of the Company with effect from 3rd September, 2025. Mr. Vivek Kumar Mathur (DIN: 09725989) ceased to be a Director of the Company with effect from 20th November, 2025. Further, Mr. Gopal Krishan Sharma (DIN: 02741138) was appointed as an Independent Director of the Company with effect from 10th December, 2025.

Board of Directors as at 31st March, 2026 and as on Board Report Date

B. Changes in the Key Managerial Personnel

During the year under review, there were changes in the Key Managerial Personnel of the Company. Mr. Abhishek Kumar Pandey, Company Secretary, was appointed as the Company Secretary of the Company with effect from 1st June, 2025 and resigned from the position with effect from 5th March, 2026. Subsequently, Mr. Rakesh Kumar, Company Secretary, was appointed as the Company Secretary of the Company with effect from 25th March, 2026.

Key Managerial Personnel (KMP) as at 31st March, 2026 and as on Board Report date

All above appointments were made in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

16. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

The Company has received necessary declarations from Mr. Gopal Krishan Sharma and Ms. Konika Goel, Independent Directors of the Company, under section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence laid down in section 149(6) of the Companies Act, 2013 and regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

17. BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on Company / Business policy and strategy apart from other Board business. The notice of board/committee meetings containing detailed schedule, agenda and notes to agenda is circulated among board/committee members minimum seven days before the meeting to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the notice is sent on shorter period.

The Board of Directors duly met 11 (Eleven) times during the financial year from 01.04.2025 to 31.03.2026. The dates on which the meetings were held are as follows:

A. AUDIT COMMITTEE :

The Audit Committee comprises Mr. Sachin Rastogi Director of the Company, Mr. Gopal Krishan Sharma & Ms. Konika Goel Independent Directors of the Company. All the recommendations made by the Audit Committee were accepted by the Board. The Committee duly met four times during the year on 29.05.2025, 02.09.2025, 14.11.2025 and 17.03.2026 and was attended by all the Committee Members. The composition of Audit Committee as on 31 st March, 2026 and as on date of Board Report are as under:

Terms of Reference

The powers, role and terms of reference of the Audit Committee cover the areas contemplated under Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013, along with other terms as referred by the Board.

1. To investigate any activity within its terms of reference.

2. To seek information from any employee.

3. To obtain outside legal or other professional advice.

4. To secure attendance of outsiders with relevant expertise, if considered necessary.

5. Oversight of the Companys financial reporting process and disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

6. Recommending to the Board the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and fixation of audit fees.

7. Approval of payment to statutory auditors for any other services rendered by them.

Reviewing with the management the annual financial statements before submission to the Board for approval, with particular reference to:

a) Matters required to be included in the Directors Responsibility Statement in terms of Section 134(3)(c) of the Companies Act, 2013.

b) Changes, if any, in accounting policies and practices and the reasons for the same.

c) Major accounting entries involving estimates based on managements judgment.

d) Significant adjustments made in the financial statements arising out of audit findings.

e) Compliance with listing and other legal requirements relating to financial statements.

f) Disclosure of any related party transactions.

g) Qualifications in the draft audit report.

8. Reviewing with the management the quarterly financial statements before submission to the Board for approval.

9. Reviewing with the management the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), including funds utilized for purposes other than those stated in the offer document/prospectus/notice, and the report submitted by the monitoring agency.

10. Reviewing with the management the performance of statutory and internal auditors and adequacy of internal control systems.

11. Reviewing the adequacy of internal audit function, including the structure of the department, staffing, seniority of the head of department, reporting structure, coverage and frequency of internal audit.

12. Discussion with internal auditors on any significant findings and follow-up thereon.

13. Reviewing the findings of any internal investigations into suspected fraud or irregularity or failure of internal control systems of a material nature and reporting the matter to the Board.

14. Discussion with statutory auditors before the audit commences about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

15. To look into the reasons for substantial defaults in payment to depositors, debenture holders, shareholders (in case of non.-paym.ent of declared dividends) and creditors.

16. To review the functioning of the Whistle Blower mechanism.

1 7. Approval of appointment of CFO (i.e, the whole-time Finance Director or any other person heading the finance function) after assessing the candidates qualifications, experience and background.

18. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

19. Mandatorily reviewing the following information.:

a. Management discussion and analysis of financial condition and results of operations.

b. Statement of significant related party transactions, as submitted by management.

c. Management letters / letters of internal control weaknesses issued by

statutory auditors.

d. Internal audit reports relating to internal control weaknesses.

e. Appointment, removal and terms of remuneration of the Chief Internal Auditor.

20. Reviewing the financial statements of subsidiary companies, if any.

21. Reviewing the composition of the Board of Directors of subsidiary companies, if any.

22. Reviewing the Vigil Mechanism (Whistle Blower) policy.

23. Reviewing on a quarterly basis the use/application of funds raised through an issue (public issues, rights issues, preferential issues, etc.) and on an annual basis statements prepared by the Company for funds utilized for purposes other than those stated in the offer document.

B. Additional Roles

In addition to the above, the Audit Committee also carries out the following functions as delegated by the Board:

• Overseeing the Companys financial reporting process and disclosure of financial information to ensure correctness, sufficiency and credibility.

• Recommending the appointment/re-appointment of external and internal auditors, tax auditors, cost auditors, fixation of audit fees, internal audit fees, tax audit fees and approval of payment for any other services.

• Reviewing annual financial statements, half-yearly results, and reports before submission to the Board.

• Reviewing financial statements of investments made by unlisted subsidiary companies.

• Reviewing performance of external and internal auditors, and adequacy of internal control systems.

• Reviewing the adequacy of the internal audit function.

• Holding discussions with statutory auditors about nature and scope of audit and post-audit concerns.

• Approving appointment of Chief Financial Officer.

• Looking into reasons for substantial defaults in payments to depositors, debenture holders, shareholders and creditors, if any.

• Reviewing the use/application of funds raised through Public/Rights/Preferential Issues, if any.

• Approval or modification of related party transactions.

Reviewing and monitoring auditors independence, performance and effectiveness of audit process.

Scrutiny of inter-corporate loans and investments.

Reviewing the Companys financial and risk management policies.

Reviewing findings of internal auditors and following up on corrective actions. Valuation of undertakings or assets of the Company, wherever necessary. Reviewing functioning of the Whistle Blower / Vigil Mechanism.

Evaluation of internal financial controls and risk management systems.

The Audit Committee during the year has also approved the overall framework for Related Party Transactions (RPTs), the Policy on Dealing with RPTs, the Policy on Materiality of RPTs, and the criteria for granting omnibus approval, in line with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

B. NOMINATION & REMUNERATION POLICY AND PARTICULARS OF EMPLOYEES

The Nomination and remuneration Committee comprises Mr. Sachin Rastogi Director of the Company, Mr. Gopal Krishan Sharma & Ms. Konika Goel, Independent Directors of the Company. The Committee duly met 4 times during the year on 29.05.2025, 02.09.2025, 14.11.2025 and 17.03.2026 and attended by all the Committee Members. The salient features covered in the Remuneration Policy have outlined in the Corporate Governance Report, which forms part of this Report.

The present composition of Nomination and Remuneration Committee is as on 31 st March, 2026 and as on date of Board Report:

The terms of reference of Nomination and Remuneration Committee are given below:

• The Nomination and Remuneration committee recommends to the board the compensation terms of the executive Directors.

• The committee to carry out evolution of every directors performance and recommend to the board his/her appointment and removal based on the performance.

• The committee to identify persons who may be appointed in senior management in accordance with the criteria laid down.

• Framing and implementing on behalf of the Board and on behalf of the shareholders, a credible and transparent policy on remuneration of executive directors including ESOP Pension Rights and any compensation payment.

• Considering approving and recommending to the Board the changes in designation and increase in salary of the executive directors.

• Ensuring the remuneration policy is good enough to attract, retain and

#5T

motivate directors.

• Bringing about objectivity in deeming the remuneration package while striking a balance between the interest of the Company and the shareholders.

18. EVALUATION OF BOARD PERFORMANCE

In terms of the provisions of the Companies Act, 2013 read with Rules issued there under and LODR, the Board of Director on recommendation of Nominations & Remuneration Committee have evaluated the effectiveness of the Board/Director(s) for financial year 2025-26 .

19. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In accordance with Schedule IV of Companies Act, 2013 a separate meeting of the Independent Directors of the Company was held to;

I. Review the performance of non-independent Directors and the Board as a whole;

II. Review the performance of the Chairperson of the company taking into account the views of executive Directors and Non-Executive Directors;

III. Assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

20. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The particulars of employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, are not applicable to the Company during the financial year under review .

21. POLICY ON DIRECTOR APPOINTMENT AND REMUNERATION

The Companys policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under section 178(3) of the Companies Act, 2013 is available on the website of the Company.

22. SECRETARIAL STANDARDS

The company complies with all the applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.

23. AUDITORS

I. STATUTORY AUDITORS

M/s. Ajai Shanker & Company, Chartered Accountants (Firm Registration No. 002707C), have been appointed as the Statutory Auditors of the Company in

AGM Dated 29 th September, 2025 to hold office from the conclusion of 41 st Annual General meeting till the conclusion of the 46 th Annual General Meeting for the financial year 1st April, 2025 to 31st March, 2029. The Auditors have furnished a certificate under Section 141 of the Companies Act, 2013, confirming their eligibility for appointment. The Committee also noted that the Companies Act, 2013 exempts the requirement of ratification of Auditors appointment at every Annual General Meeting.

a. STATUTORY AUDITORS REPORT

The Report of Auditors of the Company M/s. Ajai Shanker & Company, Chartered Accountants on the Audited Financial Statement of the Company for the year ended 31st March, 2026 forms part of this report. The Auditors Report contain qualified opinion on the standalone financial statement of the company. The Boards explanation on the Auditors Qualification is as follow:

Explanation of Qualifications & Boards Response

b. Report on Frauds U/S 143 (12) of the Act

The Auditors during the performance of their duties have not identified any offence of fraud committed by the Company or its officers or employees.

Therefore, no frauds have been reported to the Central Government under Section 143 (12) of the Act.

II. INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, during the year under review the Board at its meeting held on 20 th August, 2026, has Appointment of M/s Jain Sushil Kumar &

Associates, Chartered Accountant, as an Internal Auditors of the Company for the year ended 31st March, 2027, to review various operations of the company.

COST AUDITOR

The provisions relating to appointment of Cost Auditor under Section 148 of the Companies Act, 2013, read with the applicable rules made thereunder, are not applicable to the Company for the financial year 2025-26. Accordingly, the Company was not required to appoint a Cost Auditor for the financial year under review.

24. CORPORATE SOCIAL RESPONSIBILITY ~

The provisions relating to Corporate Social Responsibility (CSR) as prescribed under Section 135 of the Companies Act, 2013, read with the rules made thereunder, are not applicable to the Company during the financial year under review, as the Company does not meet the prescribed criteria for applicability of the said provisions. Accordingly, the Company was not required to constitute a CSR Committee, formulate a CSR Policy or undertake CSR activities and incur any expenditure thereon during the financial year 2025-26. Consequently, no disclosure relating to CSR expenditure, CSR Committee or CSR Policy is required to be made in the Annual Report of the Company.

25. ANNUAL SECRETARIAL COMPLIANCE REPORT

Your Company is listed on NSE EMERGE (SME) platform and in accordance with the Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the compliance with the provision as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 shall not apply on listed entity which has listed its specified securities on the SME Exchange.

Hence being an entity listed on SME Exchange, compliances under Regulation

24A of SEBI (Listing Obligations and Disclosure Requirements) Regulation,

2015 are not applicable to the company.

26. CERTIFICATE FROM A COMPANY SECRETARY IN PRACTICE THAT NONE OF THE DIRECTORS ON THE BOARD OF THE COMPANY HAVE BEEN DEBARRED OR DISQUALIFIED FROM BEING APPOINTED OR CONTINUING AS DIRECTORS OF COMPANY BY THE BOARD/ MINISTRY OF CORPORATE

AFFAIRS OR ANY SUCH STATUTORY AUTHROITY.

As the Company is listed on NSE EMERGE (SME) platform and as per the Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)

Regulation, 2015, the compliance with the provision as specified in regulations

17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 shall not apply on listed entity which has listed its specified securities on the SME Exchange.

Hence being an entity listed on SME Exchange, compliances under Regulation 34 Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 i.e. Certificate from Practicing Company Secretary, confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority, is not applicable to the company.

27. COMPLIANCE CERTIFICATE BY MANAGING DIRECTOR AND CHIEF FINANCIAL

OFFICER.

The Managing Director and Chief Financial Officer of the Company give annual certification on financial reporting and internal controls to the Board in terms of Regulation 17(8) of the Listing Regulations, copy of which is attached to this Report as Annexure- II . The Managing Director and Chief Financial Officer also give half yearly certification on financial results while placing the financial results before the Board in terms of Regulation 33(2) of the Listing Regulations

28. CERTIFICATE FOR TRANSFER OF SHARES AND RECONCILIATION OF SHARE

CAPITAL.

Pursuant to Regulation 40(9) of Listing Regulations, certificates on half-yearly basis, have been issued by a Company Secretary-in-Practice with respect to due compliance of share transfer formalities by the Company

29. CODE OF CONDUCT

The board of directors has never amended the code of conduct for directors and senior management of the company. The Code of Conduct is available on the website of the company

30. POLICY FOR PRSERVATION OF DOCUMENTS ~

Pursuant to the requirements under Regulation 9 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015, the Board has approved and adopted the policy for preservation of documents and archival policy prescribing the manner of retaining the Companys documents and the time period up to certain documents are to be retained. The policy is available on the website of the company i.e. www. continentalseeds. co.in.

31. RELATED PARTY TRANSACTIONS

The details of the related party transactions as required under Accounting Standard - 18 are set out in Note 2.11 to the financial statements forming part of this Annual Report. The particulars of every contract or arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain on arm length transactions under third proviso thereto are annexed in form AOC-2 under Annexure III . The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website.

32. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of section 204 of the Companies Act 2013 and Rules made there under, the Company has appointed M/s KAD & Co., Company Secretaries to undertake the Secretarial Audit of the Company. The Company has annexed to this Board Report as Annexure IV , a Secretarial Audit Report given by the Secretarial Auditor.

33. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT (MD&A)

The detailed Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of Listing Regulations is presented in a separate section forming part of this Report as Annexure-V .

34. LOANS, GUARANTEES AND INVESTMENTS

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

During the year under review, the Company has not granted any loan, provided any corporate guarantee or security, or made any investment falling within the purview of Section 185 of the Companies Act, 2013. Further, the Company has not accepted any deposits during the financial year under review.

The observation relating to the corporate guarantee and collateral security provided by the Company in favour of Canara Bank in connection with the credit facilities availed by Natural Herbal & Seeds, as referred to in the Audit/Secretarial Audit observations, pertains to the existing transaction and

does not relate to any transaction undertaken during the year under review. The Company has noted the said observation and shall review the transaction with reference to the applicable provisions of the Companies Act, 2013 and undertake such corrective or compliance measures, including requisite disclosures or approvals, if any, as may be applicable.

35. VIGIL MECHANISM

The Board of Directors of the Company have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Listing Obligations and Disclosure Requirements (LODR) Regulations, 2015. The Company, through this policy envisages encouraging the Directors and Employees of the Company to report to the appropriate authorities any unethical behaviour, improper, illegal or questionable acts, deeds, actual or suspected frauds or violation of the Companys Code of Conduct for Directors and Senior Management Personnel. The Policy on Vigil Mechanism / Whistle blower policy may be accessed on the Companys website.

36. RISK MANAGEMENT POLICY

Risk Management policy is formulated in compliance with Regulation 21 of the SEBI (listing obligation and disclosure requirement) regulation 2015 and section 134 (3) (n) of the companies act 2013, which requires the company to lay down procedure for risk assessment and risk minimization. The board of directors, Audit committee and the senior management of the company should periodically review the policy and monitor its implementation to ensure the optimization of business performance, to promote the confidence amongst stakeholders in the process, plan and meet strategic objectives and evaluate, tackle and resolve various risks associated with the company. The business of the company is exposed to various risks, arising out of internal and external factors i.e. industry, competition, input, geography, financial, regulatory, other operational, information technology related other risks.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is as under:

The Company has always been conscious of the need for conservation of energy and has been sensitive in making progress towards this end. Energy conservation measures have been implemented at all the plants, offices of the Company and special efforts are being made on undertaking specific energy conservation projects, and Initiatives on technological changes with an emphasis on customer orientation has been sharpened. The Company is

putting continuous efforts in acquisition, development, assimilation, and utilization of technological knowledge. Directors statement for conservation of energy, Technology absorption is annexed as Annexure - VI.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

(? in lakhs)

37. SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGULATORS.

There are no significant/material orders passed by any of the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

38. OBLIGATION OF COMPANY UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND RERESSAL) ACT, 2013.

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy.

During the year Company has not received any complaint of harassment.

39. DEMATERIALIZATION OF SHARES.

Trading in the Equity Shares of the Company is only permitted in the dematerialized form as per the Securities and Exchange Board of India (SEBI) circular dated May 29, 2000.

The Company has established connectivity with both the Depositories viz. National Security Depository Ltd. (NSDL) as well as Central Depository Services (India) Ltd. (CDSL) to facilitate the demat trading. As on 31 st March, 2026 , 100% of the Companys Share Capital is in dematerialized form.

The Companys shares are regularly traded on Emerge-the SME Growth Platform of National Stock Exchange at Delhi.

40. CORPORATE GOVERNANCE.

Pursuant to Regulation 27 of the LODR, Corporate Governance Report is Not Applicable to Company being SME.

41. CAUTIONARY STATEMENT.

Statement in the managements discussions and analysis describing the Companys projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Companys operations include demand-supply conditions, changes in government regulations, tax regimes and economic developments within the country and abroad and such other factors.

42. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016.

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency Bankruptcy Code,

2016.

43. DETAILS OF DIFFERNCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS.

During the year under review, there has been no one-time settlement of loans taken from banks and financial institutions.

44. SUSTAINABILITY INITIATIVE.

Company is conscious of its responsibility towards preservation of Natural resources and continuously takes initiative to reduce consumption of electricity and water.

45. DIRECTORS RESPONSIBILITY STATEMENT.

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors confirm that: -

a) In the preparation of the annual accounts for the financial year 2025-26, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) 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 the financial year;

c) The Directors had taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

f) 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.

46. ACKNOWLEDGEMENT ~

The Directors of the Company are grateful to all the stakeholders including the customers, bankers, suppliers and employees of the Company for their cooperation and assistance.

By Order of the Board

For Continental Seeds and Chemicals Limited