Dhanlaxmi Crop Science Ltd Directors Report

To

The Members of

DHANLAXMI CROP SCIENCE LIMITED

Your directors have pleasure in presenting their 20th Annual Report together with Audited Financial Statement for the year ended 31st March, 2025.

1. FINANCIAL RESULTS ( in Lakhs)

Particulars	2024-25	2023-24
Revenue from Operation	12930.05	6371.03
Other Income	32. 30	4.04
Total Income	12962.34	6375.08
Profit before Finance Costs, Depreciation and Taxation	1265.33	692.04
Financial Cost	68.52	24.92
Depreciation and Amortization Expenses	23.94	23.06
Profit/(Loss) before Tax	1172.87	644.06
Provision for Tax
Income Tax	298.21	170.00
Differed Tax	2.32	(0.99)
Short/(Excess) Provision of Earlier Year	4.38	7.24
Net Profit/(Loss) after Tax	867.97	467.82

2. REVIEW OF OPERATION

Your directors are pleased to inform you that the revenue from the operation of the Company for the year under review increased by 102.95% to Rs. 12930.05 Lakhs as against Rs. 6371.03 Lakhs in the previous year. During the year under review,theCompanyhasearnednetprofitof Rs. 867.97 Lakhs as against the net profit

Lakhs in the previous year. Barring unforeseen circumstances, your Directors are hopeful of achieving better financial performance in the coming years.

3. DEPOSITS

During the year under review, the Company has neither accepted nor renewed any deposits from public 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.

4. TRANSFER OF RESERVES

The Company did not transfer any sum to general reserves for the year ending 31st March 2025.

5. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there were no changes in the nature of the business of the Company.

6. DIVIDEND

The Board of Directors of your Company has not recommended any dividend for the financial year under review.

7. DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Listing Regulations, the Company has formulated a Dividend Distribution

Policy, setting out the parameters for the declaration and distribution of dividends. The Policy is available on the website of the Company at https://dhanlaxmiseeds.com/investor_cat/policies/

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

9. FINANCE

In the month of April, 2024 ICICI Bank has sanctioned to the Company additional working capital upto Rs. 8.29 Crores over & above existing credit facilities.

10. INITIAL PUBLIC ISSUE (IPO)

During the year under review, the Company had successfully come out with the SME Initial Public Offering (IPO). The Public issue consisted of a fresh Issuance of 43,28,000 Equity Shares of face value of Rs. 10/- each fully paid up for cash at price of Rs. 55/- per share (including a premium of Rs. 45/- per shares aggregating to Rs. 23.80 Crores which was opened for subscription on Monday, 9th December, 2024, and closed on Wednesday, 11th December, 2024. After completion of IPO, the paid-up share capital of the Company increased to Rs. 16,32,80,000/- consisting of 1,63,28,000/- fully paid-up equity shares of Rs. 10/- each. Utilization of IPO Proceeds

The Proceeds from the IPO Net off issue related expenses is Rs. 224.63 Lakhs. The Break-up of IPO proceeds is as under:

( in Lakhs)

Sr. No. Particulars	Estimated Amount (as per the Offer Document)	Actual	Pending to Utilized
01 Funding working capital requirements of the Company.	2005.77	995.86	1009.91
02 Issue Expense	224.63	224.63	Nil
03 General Corporate Purpose	150.00	150.00	Nil
Total	2380.40	1370.49	1009.91

The funds raised by the company through Initial Public Offer are utilized for the purpose for which the amount is raised as mentioned in the prospectus and there was no deviation or variation in the Utilization of IPO Fund.

11. LISTING WITH STOCK EXCHANGE

The equity shares of the Company were listed on National Stock Exchange of India Ltd. (NSE Emerge) on 16th December, 2024. The Company has paid the applicable listing fees to the Stock Exchange till date.

12. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any subsidiary, joint venture or associate Company.

13. SHARE CAPITAL OF THE COMPANY A. Authorized Share Capital

During the year under review, the Authorized Share Capital of the Company increased from Rs. 14,00,00,000 (Rupees Fourteen Crores Only) to Rs. 18,00,00,000/- (Rupees Eighteen Crores Only).

B. Issued, Subscribed and Paid-up Share Capital:

During the year under review, issued, subscribed and paid up share capital of the Company was increased from Rs. 9,00,00,000/- to Rs. 16,32,80,000/- divided into 1,63,28,000 Equity Shares of Re. 10/- each, pursuant to issue and allotment of 30,00,000 new bonus equity shares of Rs. 10/- each to the existing shareholders of the Company and Issue and allotment of 43,28,000 equity shares of Rs. 10/- each pursuant to the Initial Public Offering (IPO) by way of fresh issuance of its equity shares at an offer price of Rs. 55/- per equity share.

C. Buy Back of Securities

Your Company has not bought back any of its securities during the year under review.

D. Sweat Equity

Your Company has not issued any Sweat Equity Shares during the year under review.

E. Bonus Shares

Your Company has issues and allotted 30,00,000 equity shares Bonus Shares during the year under review.

F. Employees Stock Option Plan

Your Company has not issued any shares under any Stock Option Scheme to the employees.

14. BOARD OF DIRECTORS & COMMITTEES I. Composition of the Board of Directors

The Board of the Company is carefully structured to achieve an optimal balance, consisting of Executive and Non-Executive Directors, including One (1) Women Independent Director. This composition adheres strictly to the current provisions of the Act and the Listing Regulations ensuring compliance with governance standards. The Composition of Directors and their other Directorships/Committee Memberships in other Companies are as follows:

Sr. No. Name of Director	Category	Director- ship in other Company	Com- mittee Chair- manship	Commit- tee Mem- bership	Name of other listed entities where he/ she is a director and the category of directorship
1 Kamleshkumar Jayan- tilal Patel	Chairman & Managing Director	-	-	-	-
2 Alpeshbhai Jayantibhai Patel	Joint Managing Director	-	-	1	-
3 Meet Kamleshkumar Patel	Whole-time Director	-	-	1	-
4 Pankaj Dahyabhai Patel	Whole-time Director	-	-	-	-
5 Ashokkumar Amritlal Kateshia	Independent Director	-	-	3	-
6 Pankajkumar Narsin- hbhai Patel	Independent Director	-	1	3	-
7 Tejalben Bankimchan- dra Patel	Independent Director	-	2	3	-

None of the Directors hold directorship in private limited companies, foreign companies and companies incorporated under Section 8 of the Companies Act, 2013.

II. MEETINGS OF THE BOARD OF DIRECTORS

The Board meets at least once in every quarter, in compliance of applicable laws, to discuss and decide on, inter-alia, business strategies/policies and review the financial performance of the Company and its subsidiaries and other items on agenda. Additional meetings are held from time to time as and when necessary.

The notice of each Board Meeting is given in writing to each Director of the Company. The agenda along with the relevant notes and other material information are sent to each Director in advance and in exceptional cases tabled at the meeting. Also, the Board meetings of the Company have been held with proper compliance with the provisions of Companies Act, 2013, Listing Regulations and Secretarial Standards, as applicable thereon.

Ninteen (19) Board Meetings were held during the financial year 2024-25 on 01-04-2024, 02-04-2024, 26-04-2024,

13-05-2024, 05-06-2024, 13-06-2024, 02-07-2024, 16-07-2024, 27-07-2024, 31-07-2024, 05-08-2024, 15-11-2024, 18-11-2024, 28-11-2024, 02-12-2024, 06-12-2024, 11-12-2024, 12-12-2024 and 29-03-2025. The necessary quorum was present at all the meetings. The agenda papers were circulated well in advance of each meeting of the Board of Directors.

The attendance record of each Director at the Board Meetings held during the year 2024-25 and at the last Annual General Meeting is as follows:

Sr. No. Name of Director	No. of Board Meeting		Whether Attended last AGM
	Held	Attended
1 Kamleshkumar Jayantilal Patel	19	19	Yes
2 Alpeshbhai Jayantibhai Patel	19	19	Yes
3 Meet Kamleshkumar Patel	19	19	Yes
4 Pankaj Dahyabhai Patel	19	19	Yes
5 Ashokkumar Amritlal Kateshia	19	1	No
6 Pankajkumar Narsinhbhai Patel	19	1	No
7 Tejalben Bankimchandra Patel	19	1	No

III. COMMITTEES OF THE BOARD

The Board of Directors has constituted the following Committees to effectively deliberate its duties: a) Audit Committee b) Nomination and Remuneration Committee c) Stakeholders Relationship Committee i. Audit Committee

Audit Committee of the Board is entrusted with the powers and the role that are in accordance with Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as well as Section 177 of the

Companies Act, 2013. The terms of reference of the Audit Committee, inter alia, include overseeing financial reporting processes, reviewing yearly financial results, reviewing with the management the financialstatements and adequacy of internal control systems, reviewing the adequacy of internal control function, discussions with the Internal and Statutory Auditors about the scope of audit including the observations of Auditors and discussion with them on anysignificantfindings.

All the members of the Audit Committeearefinanciallyliterate. As at 31st March, 2025, Mr. Pankajkumar

Narshinbhai Patel and a Master in Business Administration as an expert in the fields of Finance, General

Management and business processes, is the Chairman of the Audit Committee with Mrs. Tejalben Bankimchandra Patel and Mr. Meet Kamleshkumar Patel, as its member. The Company Secretary acts as the Secretary of the Committee.

During the financial year ended 31st March, 2025 One Audit Committee Meeting was held on 12th December,

2024. The summary of attendance is as under:-

Sr. No. Name of Director	Category	No. of Meeting
		Held	Attended
1 Pankajkumar Narshinbhai Patel	Non-Executive Independent Director	1	1
2 Tejalben Bankimchandra Patel	Non-Executive Independent Director	1	1
3. Meet Kamleshkumar Patel	Whole-time Director	1	1

ii. Nomination and Remuneration Committee

The powers, role and terms of reference of the Nomination and Remuneration Committee covers the areas as contemplated under Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013, besides other terms as may be referred by the Board of Directors.

The role includes formulation of criteria for determining qualifications, positive attributes and independence a director and recommending to the Board a policy relating to the remuneration for the Directors, Key Managerial Personnel and Senior Management Personnel; formulation of criteria for evaluation of Independent Directors and the Board; devising a policy on Boards diversity; and identification of persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

The composition of the Committee as of 31st March, 2025 was Mrs. Tejalben Bankimchandra Patel, as Chairman and Mr. Pankajkumar Narshinbhai Patel and Mr. Ashokkumar Amritlal Kateshia its members. The Company Secretary acts as the Secretary of the committee.

During the financial year ended 31st March, 2025 One Nomination and Remuneration Committee Meeting was held on 29th March, 2025. The summary of attendance is as under:-

Sr. No. Name of Director	Category	No. of Meeting
		Held	Attended
1 Tejalben Bankimchandra Patel	Non-Executive Independent Director	1	1
2 Pankajkumar Narshinbhai Patel	Non-Executive Independent Director	1	1
3 Ashokkumar Amritlal Kateshia	Non-Executive Independent Director	1	1

iii. Stakeholders Relationship and Grievance Committee

As of 31st March 2025, the Stakeholders Relationship and Grievance Committee comprises of Mrs. Tejalben Bankimchandra Patel, as Chairman and Mr. Pankajkumar Narshinbhai Patel and Mr. Alpeshbhai Jayantibhai Patel as its members. The Company Secretary acts as the Compliance Officer and Secretary of the Committee. The Committee is entrusted with the power to approve the share transfers, issue of duplicate share certificates, issue of new share certificates upon consolidation of shares, split of shares and also to resolve the grievances of members including complaints relating to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends etc.

During the financial year ended 31st March, 2025 One Stakeholders Relationship and Grievance Committee

Meeting was held on 29th March, 2025. The summary of attendance is as under:-

Sr. No. Name of Director	Category	No. of Meeting
		Held	Attended
1 Tejalben Bankimchandra Patel	Non-Executive Independent Director	1	1
2 Pankajkumar Narshinbhai Patel	Non-Executive Independent Director	1	1
3. Alpeshbhai Jayantibhai Patel	Joint Managing Director	1	1

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL I. Directors retiring by rotation

In accordance with Section 152 of the Companies Act, 2013, Mr. Kamleshkumar Jayantilal Patel (DIN: 02500717), retire by rotation at the ensuing AGM and being eligible, offer himself for re-appointment. Brief details of the Directors proposed to be appointed/ re-appointed as required under Regulation 36 of the Listing Regulations are provided in the Notice of the AGM.

II. Change in Key Managerial Personnel

Mrs. Pooja Vimal Dave, has been appointedas of the CompanyChiefFinancialOfficer w.e.f. 2nd July, 2024 and

Mrs. Chhayaben Ankitkumar Pujara, has been appointed as a Company Secretary & Compliance officer of the

Company w.e.f. 2nd July, 2024.

III. Key Managerial Personal

The Key Managerial Persons of the Company in accordance with Regulation 2(1)(bb) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations and Section 2(51) of the Companies Act, 2013 as on 31st March, 2025 are as follows:

Name	Designation
Kamleshkumar Jayantilal Patel	Chairman & Managing Director
Alpeshbhai Jayantibhai Patel	Joint Managing Director
Meet Kamleshkumar Patel	Whole-time Director
Pankaj Dahyabhai Patel	Whole-time Director
Pooja Vimal Dave	Chief Financial Officer
Chhayaben Ankitkumar Pujara	Company Secretary & Compliance Officer

IV. Declaration By Independent Directors

All the Independent Directors have furnished declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.Further there has been no change in the circumstances which may affect their status as Independent Director during the year under review.

V. Separate Meeting for Independent Directors

Regulation 25(3) of Listing Regulation and Section 149(8) of the Act read with Schedule IV of the Act the

Independent Directors of the Company met once in a financial year without the presence of Executive Directors and Management Personnel. Such meeting reviews the performance of Non-Independent Directors and the Board as a whole, reviews the performance of Chairman of the Board, access the quality, quantity and timeliness of the flow of information between management and the Board that is necessary to effectively and reasonably perform its duties. A meeting of Independent Directors was held on 29-03-2025.

VI. Statement Regarding Integrity, Expertise and Experience of Independent Directors

In the opinion of the Board, the Independent Directors possess Excellent rating in respect of clear sense of value and integrity and have requisite expertise and experience in their respective fields. As per the recent amendments of the Companies Act, 2013 the online proficiency self-assessment test to be conducted by Indian Institute of

Corporate Affairs is exempted for the Independent Directors who have served a Company in such capacity for a total year not less than three years. Accordingly, the Companys Independent Directors have already passed the online proficiency self-assessment test.

VII. Performance Evaluation of the Board, Its Committees and Individual Directors

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the year under review the annual performance evaluation of the Board, its Committees and each Director has been carried out.

VIII.Familiarization Program

In compliance with the requirements of Listing Regulations, the Company has put in place a framework for Directors Familiarization Programme to familiarize the Independent Directors with their roles, rights and responsibilities, strategy planning, manufacturing process, factory visit, amendments in law and Companys codes & policies. The Policy for Familiarization Programs for Independent Directors is available on the Companys website and can be accessed through https://dhanlaxmiseeds.com/investor_cat/policies/

16. CODE OF CONDUCT

The Board of Directors has a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been posted on the Companys website at https://dhanlaxmiseeds.com/investor_cat/policies/ The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management Personnel have confirmed compliance with the Code.

17. CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE REGARDING NON-DISQUALIFICATION OF DIRECTORS

Pursuant to the provisions of Regulation 34(3) read with Schedule V to the Listing Regulations, the Company from M/s.hasreceived Vasant certificate Patel & Associates, Company Secretary in Practice and the Secretarial

Auditor of the Company, 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 Securities and Exchange Board of India ("SEBI") or by the Ministry of Corporate Affairs or by any such statutory authority for the financial year ended on March31,2025 . Thesaidcertificateisforming part ofthis Annual Report

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the company has not given any loans or guarantees or provided security (ies) and has not made any investments covered under the provisions of section 186 of the Companies Act, 2013.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS OR TRANSACTIONS WITH RELATED PARTIES

All contracts/arrangements/ transaction entered by the Company during the financial year with related parties were in its ordinary the course of business and on an arms length basis All related party transactions were placed before the Audit Committee/Board for approval. During the year, the Company had not entered into any contracts/arrangements/transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Company has formulated a policy on related party transactions which is also available on Companys website at https://dhanlaxmiseeds. com/investor_cat/policies/.

The Particulars of contracts/arrangements/ transactions entered by the company with the related party during under review, in terms of provisions of section 188 of the companies act, 2013 and rules made the financial there under in Form AOC-2 is given in "Annexure-A" attached to this report and forms part of this report.

20. MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as per sub-section (1) of Section 148 of the Companies Act, 2013.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO a) Conservation of Energy

Your Company is taking utmost care to conserve energy wherever possible. b) Technology Absorption

During the year under review, there was no technology absorption. c) Foreign Exchange Earnings and Outgo

During the year, your Company has neither earned foreign exchange nor outgo.

22. INDUSTRIAL RELATION

During the year under review, your Company enjoyed cordial relationships with its employees at all levels. Your directors place on records their appreciation for thesignificantcontribution made by the employees through their competence, hardworking, sustained efforts, co-operation, and support.

23. CORPORATE SOCIAL RESPONSIBILITY

As per General Circular No. 14/2021 date 25th August, 2021, where the amount required to be spent by a company on CSR does not exceed Fifty Lakhs rupees, the requirement for constitution of the CSR Committee is not mandatory and the functions of the CSR Committee in such cases, shall be discharged by the Board of Directors of the company and as per MCA Notification date 20th September, 2022 "Provided further that a company having any amount in its Unspent Corporate Social Responsibility Account as per sub-section (6) of section 135 shall constitute a CSR Committee and comply with the provisions contained in sub-sections (2) to (6) of the said section.";. The company had not falls under both the provisions as mentioned and therefore company did not Comprise CSR Committee. The Board of Directors of the company monitoring the CSR initiatives of the Company. The CSR policy is available on your Companys website https://dhanlaxmiseeds.com/investor_cat/policies/. The Annual Report on CSR activities is annexed to this Report as Annexure – B.

24. ANNUAL RETURN

The Annual Return for Financial year 2024-25 as per provisions of the Act and Rules thereto, is available on the Companys website www.dhanlaxmiseeds.com

25. RISK MANAGEMENT POLICY

The Company has developed a suitable Risk Management Policy to identify the various possible risks associated with the business. The risk management policy is being reviewed from time to time to enhance control mechanisms for risk evaluation and mitigation and the risk management process. The policy is available on the website of the Company at https://dhanlaxmiseeds.com/investor_cat/policies/.

26. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There were no material changes and commitments affecting the financial position of your Company between the end of the Financial Year and the date of this report.

27. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review there werenosignificantmaterial orders passed by the Regulators or Courts or

Tribunals, which would impact the going concern status of the Company.

28. DIRECTOR RESPONSIBILITY STATEMENT

In terms of provisions of section 134 (5) of the companies Act, 2013 your Directors confirm: - a) That in the preparation of the annual accounts for the year ended 31st March, 2025; the applicable Accounting Standards had been followed and there are no material departures; b) That 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 c) That the directorshadtakenproperandsufficient 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) That the directors had prepared the annual accounts on a "going concern" basis; e) The Directors had laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and were operating effectively; f) That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

29. AUDITORS AND THEIR REPORT I. STATUTORY AUDITORS:

M/s. KARMA & CO. LLP, Chartered Accountants, (Firms Registrations No.127544W/W100376), were appointed as statutory auditors of the Company in the 19th Annual General meeting (AGM) held on 30th September,

2024 to hold office for a term of five years from the conclusion of conclusion of the 24th Annual General Meeting of the Company to be held in the year 2029. The Auditors Report read with notes to the accounts referred to in the Auditor Report are self- explanatory and therefore do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark. There is no offence of fraud reported by the Statutory Auditors under section 143(12) of the Companies Act, 2013.

II. SECRETARIAL AUDITORS AND REPORT

Pursuant to provision of Regulation 24A and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") read with circulars issued thereunder from time to time and section 204 and other applicable provisions of the Companies Act 2013, if any read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended or re-enacted from time to time) and based on the recommendation of the Audit Committee, M/s. Vasant Patel & Associates, Practicing Company Secretaries (CP No. 3848, Peer

Review Certificate No. 1567/2021), be and is hereby appointed as the Secretarial Auditor of the Company. The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed to this Report as

"Annexure-C". The Secretarial report contains the following remark:- a) There were few instances of delay in filing of forms with the Ministry of Corporate Affairs which were filled with additional fees. b) The company has not filed e-Form MSME-1 with Registrar of Companies for the half year ended 31st March,

2025.

Comments of the Board on the remarks given by Secretarial Auditors:- a) There were few instances of delay in filing of forms due to technical glitches at MCA website, however the said forms were filed with additional fees. b) The said e-Form MSME-1 for the half year ended 31st March, 2025 was not filed with Registrar of Companies due to oversight without malafide intention and the same will be taken care in future

III. COST AUDITORS AND REPORT

The Cost Audit pursuant to section 148 of the Companies Act, 2013 is not applicable.

IV. INTERNAL AUDITORS

During the year under the preview, as per section 138 of the Companies Act, 2013 & Rules framed thereunder, the Board of Directors of your Company has been appointed M/s. A. H. Trivedi & Associates, Chartered Accountant

(F.R.N. No.: 137715W) as an Internal Auditors of the Company for the financial year 2024-25.

30. FRAUD REPORTING

During the year under review, no instances of fraud were reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013. of the Company for the year ended 31st March, 2025;

31. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal financial control system commensurate with the size and scale of its operations and the same has been operatingeffectively.TheInternalAuditorevaluatestheefficacyand adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Companys policies, safeguarding of Companys assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. The Company maintains appropriate systems of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition.

32. INSURANCE

All the assets of your Company including buildings,machineries,fixtures, other fixed assets, stocks-raw materials, WIP, finished goods, etc. have been adequately insured.

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

Annual GeneralMeetinguntilthe The Company has always been committed to provide a safe and conducive work environment to its employees. The Company has in place an effective mechanism for dealing with complaints relating to sexual harassment at workplace. The Company has constituted an Internal Complaint Committee, known as Anti Sexual Harassment Committee, to address the concerns and complaints of sexual harassment and to recommend appropriate action. Pursuant to the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013 disclosure indicating the compliant under the act are as under:-

1. The number of sexual harassment complaints received during the year: Nil

2. The number of such complaints disposed of during the year: Nil

3. The number of cases pending for a period exceeding ninety days: Nil

34. COMPLIANCE WITH THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961.

Your company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws. Your Company complies with the applicable provisions of the Maternity Benefit Act, 1961.

35. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of provisions of Regulations 34(2) of the SEBI (LODR) regulations, 2015, a detailed review of the operations, performance and outlook of the Company and its business is given in the Management Discussion and Analysis Report, which is presented in a separate section forming part of this Annual Report.

36. CORPORATE GOVERNANCE REPORT

Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and will retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in international corporate governance. We also endeavour to enhance long-term shareholder value and respect minority rights in all our business decisions. As our company has been listed on EMERGE Platform of National Stock Exchange of India Limited, by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governanceprovisionsasspecifiedin regulation 17 to 27 and Clause (b) to (i) of sub regulation

(2) of Regulation 46 and Para C D and E of Schedule V are not applicable to the company. Hence Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.

37. SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi.

38. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) to the median of employees remuneration are provided in Annexure – D of this report.

The statement containing particulars of employees, as required under Section 197 of the Act, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. However, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company during working hours. Any shareholder interested in obtaining a copy of the same may write to cs@dhanlaxmiseeds.com.

THE DETAILS OF NUMBER OF EMPLOYEES AS ON 31ST MARCH, 2025 IS AS UNDER:-

Sr. No. Male	Female	Transgender
1. 44	3	0

39. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Nomination and remuneration policy for the Directors, Key Managerial Personnel and Senior Management Personnel as per Section 178(3) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time is available on the website of the Company at https://dhanlaxmiseeds.com/investor_ cat/policies/.

40. WHISTLE BLOWER POLICY

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables directors and employees to disclose their concerns and grievances on Unethical Behaviour and Improper/ Illegal Practices and Wrongful Conduct taking place in the Company for appropriate action. Through this Policy, the Company provides necessary safeguards to all such persons for making sheltered disclosures in good faith.

The Vigil Mechanism is available on the website of the Company at https://dhanlaxmiseeds.com/investor_cat/ policies/

41. PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the Requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Companys Shares. The policy is available on the website of the Company at https://dhanlaxmiseeds.com/investor_cat/policies/

42. WEBSITE:

Your Company has its fully functional website www.dhanlaxmiseeds.com which has been designed to exhibit all the relevant details about the Company. The site carries a comprehensive database of information of the Company including the Financial Results of your Company, Shareholding Pattern, details of Board Committees, Corporate Policies/ Codes, business activities and current affairs of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Companies Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and also the non-mandatory information of Investors interest / knowledge has been duly presented on the website of the Company.

43. OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/instances during the year under review: -

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Application/proceedings pending under the Insolvency and Bankruptcy Code, 2016.

• One-time settlement with any Bank or Financial Institution.

44. CAUTIONARY STATEMENT

Statements in this ‘Boards Report & ‘Management Discussion and Analysis describing the Companys objectives, 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 could make difference to the Companys operations including raw material/ fuel availability and its prices, cyclical demand and pricing in the Companys principle markets, changes in the Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

45. APPRECIATION

The Board acknowledges with thanks the support given by suppliers, customers, Bankers, Government Authorities, Shareholders and Employees of the Company at all levels and looks forward to their continued support.

On behalf of the Board of Directors,

For, DHANLAXMI CROP SCIENCE LIMITED

 

Sd/-	Sd/-
Kamleshkumar J. Patel	Alpeshkumar J. Patel
Chairman & Managing Director	Jt. Managing Director
(DIN: 02500717)	(DIN: 00023541)

 

Date : 25/08/2025

Place : Himatnagar