Continental Seeds and Chemicals Ltd Directors Report

To the Members,

CONTINENTAL SEEDS AND CHEMICAL LIMITED

The Directors of the Company have pleasure in presenting the 41st Annual Report and Audited Statement of Accounts for the financial year ended 31st March, 2025.

1. FINANCIAL HIGHLIGHTS

Financial results of your Company for the year ended 31st March, 2025 are summarized below.

(Rs. in lakhs)

PARTICULARS	2024-25	2023-24
Sales and Services	9075.01	9,767.91
Other Income	77.50	119.83
Total Revenue	9152.50	9,887.74
Total Expenditure	9085.59	10,125.07
Profit before Tax	219.78	79.88
Less: Tax Expenses
Current Tax	41.25	25.49
MAT credit utilized	-	-
Net current tax	-	-
Earlier year Tax adjustment	-	-
Deferred Tax Assets	(4.00)	(12.22)
Profit/Loss After Tax	182.53	66.61
Add: Balance B/F from Previous year	263.39	225.18
Less: Issue of Bonus shares	-	-
Other adjustments	1.95	(28.40)
Balance Profit/(Loss) C/F to the next year	447.87	263.39

2. DIVIDEND

The Board of Directors do not recommend any dividend on Equity Share Capital for the year under review with a view to conserve resources and to plough back the profits for the Financial Year ended 31st March, 2025 and to strengthen the net working capital.

3. AUTHORIZED SHARE CAPITAL

During the financial year 2024-25, the Company increased its Authorised Share Capital from Rs. 120 lakhs to Rs. 220 lakhs, which consequently resulted in an increase in its Paid- up Share Capital

4. SHARE CAPITAL

The Paid-up Share Capital of the Company is Rs. 12.70 crore. During the financial year 2024-2025, the Company has issued equity shares pursuant to conversion of warrants, which has resulted in an increase in the paid-up share capital of the Company.

5. CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, there has been no change in the nature of business of the Company.

6. DEPOSITORY SYSTEM

All the 12702538 equity shares of the Company are in dematerialized form as on March 31, 2025. None of the share of Company is held in physical mode.

7. LISTING

The Companys securities are listed on the following stock exchange

Name of Stock Exchange	Address	Scrip Code/Symbol
National Stock Exchange of India Limited (SME)	Exchange Plaza, C-	CONTI
	1, Block-G, Bandra
	Kurla Complex,
	Bandra(E), Mumbai,
	Maharashtra-400051

8. CHANGE IN REGISTERED OFFICE WITHIN STATE:

During the year, there was no change in the Registered Office of the Company.

9. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND No unclaimed amount is pending to transfer in investor education fund.

10. DETAILS OF SUBSIDIARIES JOINT VENTURE OR ASSOCIATES

During the year under review, the Company does not have any subsidiaries or joint ventures or associate companies as defined under Companies Act, 2013 therefore, no such information is required to be furnished.

11. DEPOSITS

Company accepted deposits in violation of Section 73 of the Companies Act 2013. This arose from delays in settling the underlying transactions; the sums were received in the ordinary course of business and there was no intent to raise deposits. The Company is reconciling and refunding/adjusting these balances, strengthening internal controls, and instituting regular reviews to prevent recurrence.

The Board confirms that corrective measures are underway and compliance with Section 73 and the Deposit Rules will be ensured going forward

12. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN 31ST MARCH, 2025 AND 02nd SEPTEMBER, 2025 (DATE OF THE DIRECTORS REPORT)

During the year under review and further in between 31st March, 2025 and 02, September, 2025, (Date of Director Report), there is no material changes which could affect the financial position of the company.

The other material announcements are also available on the website of the company at www.www.continentalseeds.co.in and on NSE at www.nseindia.com.

13. ANNUAL RETURN

The Annual Return of the company as on 31.03.2025 is available on the website of the company and can be accessed at www.continentalseeds.co.in.

14. DIRECTORS & KEY MANAGERIAL PERSONNEL

Pursuant to Section 152 of the Companies Act, 2013, Mr. Sachin Rastogi, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Change in Directors and Key Managerial Personnel

There was no change in composition of Directors or Key Managerial Personnel during the financial year 2024-2025.

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

The Company has received necessary declarations from Mr. Vivek Kumar Mathur, Mr. Gopal Krishan Sharma and Mr. Prashant Rastogi, 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.

16. 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 8 (Eight) times during the financial year from 01.04.2024 to 31.03.2025. The dates on which the meetings were held are as follows:

S.No.	Types of Meeting	Date of Meeting
1.	Board Meeting	15/04/2025
2.	Board Meeting	29/05/2025
3.	Board Meeting	20/07/2025
4.	Board Meeting	06/09/2025
5.	Board Meeting	12/09/2024
6.	Board Meeting	06/11/2024
7.	Board Meeting	08/11/2024
8.	Board Meeting	01/02/2025

A. AUDIT COMMITTEE:

The Audit Committee comprises Mr. Sachin Rastogi Director of the Company, Mr. Gopal Krishan Sharma & Mr. Prashant Rastogi 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 and was attended by all the Committee Members. The details of the Audit Committee have outlined in the Corporate Governance Report, which forms part of this Report. The present composition of Audit Committee is as under:

Name of Directors	Designation
Mr. Prashant Rastogi	Chairman
Mr. Gopal Krishan Rastogi	Member
Mr. Sachin Rastogi	Member

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 rend,ered 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 d.ocument/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 ad.equacy 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. Dscussion 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. Dscussion 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-payment of declared dividends) and creditors.

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

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

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

19. Mand.atorily 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 ad.dition 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, sharehold,ers 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 & Mr. Prashant Rastogi Independent Directors of the Company. The Committee duly met 4 times during the year 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 under:

Name of Directors	Designation
Mr. Prashant Rastogi	Chairman
Mr. Gopal Krishan Rastogi	Member
Mr. Praveen Rastogi	Member

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 motivate directors.

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

17. 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 2024-25.

18. 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.

19. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring the names of top ten employees in terms of remuneration drawn and the name of every employee, who if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and Twenty lakh rupees is set out in Annexure I to this Report and is available on the website of the Company.

20. 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.

21. SECRETARIAL STANDARDS

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

22. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2025, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2025 and of the profit of the Company for the financial year ended 31st March, 2025;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a ‘going concern basis;

(e) the Directors have laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

23. AUDITORS STATUTORY AUDITORS

M/s. Ajai Shanker & Company, Chartered Accountants (Firm Registration No. 002707C), have been appointed as the Statutory Auditors of the Company in Board Meeting Dated 8th November 2024 and EGM Dated 30th November 2024 to hold office till the conclusion of the 41st Annual General Meeting for the financial year 1st April, 2024 to 31st March, 2025. 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.

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, 2025 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

Sr. No.	Auditors Qualification / Observation	Management Explanation	Corrective Action Proposed
1	Non-use of accounting software with audit-trail (edit log) as mandated under Rule 3(1) of the Companies (Accounts) Rules, 2014.	The Company was in the process of migrating to upgraded ERP; the mandated feature was not fully operational in FY 2024-25. There was no intention to suppress or conceal records.	Migration to compliant software with built-in audit trail has been initiated and will be operational for FY 2025-26.
2	Debtors 776.01 lakh - no external balance confirmations; ^167.59 lakh outstanding >3 years; no provision created.	These balances relate largely to long-standing business associates; continuous follow-up is in progress.	Independent confirmations being sought; ageing analysis to be monitored quarterly; suitable provisions/refunds will be recorded wherever recovery appears doubtful.
3	Sundry creditors balances subject to confirmation.	Delays occurred due to pending reconciliations with some vendors.	Vendor confirmations and reconciliations to be completed; a periodic review mechanism will be instituted.
4	Closing stock relied solely on management certification, no third-party verification.	Stock records and valuation were maintained internally; no material discrepancy noted historically.	Independent physical verification and valuation support will be arranged annually; controls on stock reporting to be tightened.
5	Corporate guarantee & collateral of Rs. 18.96 crore given on behalf of related firm (Natural Herbal & Seeds) stated to be in potential violation of Sections 185 & 186.	The guarantee was extended earlier for securing working capital of the related entity in the ordinary course of business. Legal position on applicability is being reviewed.	The Board is seeking legal opinion and will take steps (including shareholder approvals or withdrawal of guarantee) to ensure compliance.
6	Acceptance of deposits / deemed deposits under Sections 73-76.	Arises primarily from long- pending customer advances received in normal course of business; no intent to raise public deposits.

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.

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 has Appointment of M/s M/s Geeta & Co, Chartered Accountant, as an Internal Auditors of the Company for the year ended 31st March, 2025 and 31st March 2026, to review various operations of the company.

COST AUDITOR

The Board of Directors, on the recommendation of the Audit Committee, has approved the appointment of M/s. P K & Associates, Cost Accountants (Firm Registration No. 001452) as the Cost Auditors of the Company to conduct the audit of the cost records maintained by the Company for the financial year ending March 31, 2025 as per the provisions of the section 148 of the Companies Act 2013.

24. 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.

25. 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 COMPANIES BY THE BOARD/MINISTRY OF CORPORATE AFFAIRS OR ANY SUCH STATUTORY AUTHORITY

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.

26. 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

27. 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

28. 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

29. POLICY FOR PRESERVATION 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

30. RELATED PARTY TRANSACTIONS

The details of the related party transactions as required under Accounting Standard - 18 are set out in Note 2.10 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.

31. 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 M& 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.

32. MANAGEMENT DISCUSSIONS & ANALYSIS REPO RT(M D&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.

33. 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:

The Company is in violation of Section 185 of the Companies Act, 2013 as it has provided corporate guarantee along with property to Canara Bank on behalf of Natural Herbal & Seeds to the tune of Rs.18.96 Crore to obtain the credit facilities by the sister concern. In addition to the guarantee, the company has provided two properties registered in its name as collateral security to the Canara bank on behalf of Natural Herbal & Seeds.

The Board is seeking legal opinion and will take steps (including shareholder approvals or withdrawal of guarantee) to ensure compliance.

34. 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.

35. 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.

36. 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:

(Rs. in lakhs)

Total foreign exchange earnings and outgo	2024-25	2023-24
FOB Value of Exports	Nil	Nil
CIF Value of Imports	Nil	Nil
Expenditure in foreign currency	Nil	Nil

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 THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) 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 31st March, 2025, 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 2024-25, 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 co-operation and assistance.

By order of the Board
For Continental Seeds and Chemicals Limited
Sd/-	Sd/-
PRAVEEN RASTOGI	SACHIN RASTOGI
Chairman and Managing Director	Director
DIN: 01414608	DIN: 05134858
Address: M-73 B, 1st Floor,	Address: H. No. 760 KOT SHARKI D
Malviya Nagar, New Delhi 110017	Ashink Sambhal UP 244302
Date: 02/09/2025
Place: New Delhi