Dhanlaxmi Crop Science Ltd Directors Report

To, The Members,

M/s. DHANLAXMI CROP SCIENCE LIMITED

Your directors have pleasure in presenting their 21st Annual Report together with Audited Financial Statement for the year ended 31st March, 2026.

1. FINANCIAL RESULTS

(Rs. in lakhs)

Particulars	2025-26	2024-25
Revenue from Operation	3812.85	12930.05
Other Income	0.08	32.30
Total Income	3812.93	12962.34
Profit before Finance Costs, Depreciation and Taxation	104.00	1265.33
Financial Cost	96.56	68.52
Depreciation and Amortization Expenses	53.29	23.94
Profit/(Loss) before Tax	(45.85)	1172.87
Provision for Tax
Income Tax	Nil	298.21
Short/(Excess) Provision of Earlier Year	2.59	4.38
Differed Tax	0.72	2.32
Net Profit/(Loss) after Tax	(49.16)	867.97

2. REVIEW OF OPERATION

Your directors regret to inform you that the revenue from the operation of the Company for the year under review decreased to Rs. 3812.85 Lakhs as against Rs. 12930.05 Lakhs in the previous year. During the year under review, the Company registered a net loss of Rs. 49.16 Lakhs, compared to a net profit of Rs. 867.97 Lakhs in the previous year. The year under review, was a challenging year for the Indian seed industry, particularly in the cotton segment, due to lower cotton acreage, adverse weather conditions, and the increasing penetration of illegal HBT cotton seeds, which impacted demand for legitimate hybrid seeds across the industry. Due to the above reasons, the Companys revenue and profitability during the year has been affected adversely. 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 2026.

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

In view of loss 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

Pursuant to sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) there was no dividend which is unclaimed/ unpaid for more than seven years, hence the company is not required to transfer any amount to Investor Education and Protection Fund (IEPF) during the year under review.

9. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

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

10. SHARE CAPITAL OF THE COMPANY

A. Authorized Share Capital

The present Authorized Capital of the company is Rs. 18,00,00,000/- (Rupees Eighteen Crores Only) divided into 1,80,00,000 (One Crore Eighty Laks Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each as on March 31, 2026

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

Issued, Subscribed and Paid-up Share Capital of the Company is Rs. 16,32,80,000/- (Rupees Sixteen Crore Thirty- Two Laks Eighty Thousand Only) divided into 1,63,28,000 Equity Shares of Rs. 10/- each.

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 not issued any 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.

11. 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	Directorship in other Company	Committee Chairmanship	Committee Membership	Name of other listed entities where he/she is a director and the category of directorship
1	Kamleshkumar Jayantilal Patel	Chairman & Managing Director	-	-	-	-
2	Alpeshbhai Jayanthbhai Patel	Joint Managing Director	-	-	1	-
3	Meet Kamleshkumar Patel	Whole-time Director	-	-	1	-
4	Pankaj Dahyabhai Patel	Whole-time Director	-	-	-	-
5	Piyush Jagdishbhai Patel	Independent Director	1	-	1	-
6	Pankajkumar Narsinhbhai Patel	Independent Director	-	1	3	-
7	Tejalben Bankimchandra Patel	Independent Director	-	2	3	-

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.

Seven (7) Board Meetings were held during the financial year 2025- 26 on 29- 05- 2025, 19- 08- 2025, 21- 08- 2025, 25- 08- 2025, 13- 11- 2025, 16- 12- 2025 and 03- 01- 2026. 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 2025- 26 and at the last Annual General Meeting is as follows:

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

*Appointed & Resigned w.e.f. 3rd January, 2026

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 financial statements 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 any significant findings.

All the members of the Audit Committee are financially literate. As at 31st March, 2026, 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, 2026, two Audit Committee Meeting was held on 29th May, 2025 and 13th November, 2025. The summary of attendance is as under:-

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

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 of 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.

During the year under review, the Nomination and Remuneration Committee has been re- constituted on 3rd January, 2026 on account cessation of Mr. Ashok A. Kateshia as a Director of the Company w.e.f. 3rd January, 2026 and appointment of Mr. Piyush Jagdishbhai Patel as an Independent Director of the Company w.e.f. 3rd January, 2026 who was appointed as a member of the committee and accordingly the Nomination and Remuneration Committee of the Company comprise of Mrs. Tejalben Bankimchandra Patel, as Chairman and Mr. Pankajkumar Narshinbhai Patel and Mr. Piyush Jagdishbhai Patel its members. The Company Secretary acts as the Secretary of the committee.

During the financial year ended 31st March, 2026, two Nomination and Remuneration Committee Meeting was held on 29th May, 2025 and 3rd January, 2026. The summary of attendance is as under:-

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

*Appointed & Resigned w.e.f. 3rd January, 2026

3. Stakeholders Relationship and Grievance Committee

As of 31st March 2026, the Stakeholders Relationship and Grievance Committee comprises of Mrs. Tejalben Bankimchandra Patel, as Chairman and Mr. Pankajkumar Narshinbhai Patel and Mr. Alpeshbhai Jayantbhai 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, 2026 One Stakeholders Relationship and Grievance Committee Meeting was held on 29th May, 2025. The summary of attendance is as under:-

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

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. Directors retiring by rotation

In accordance with Section 152 of the Companies Act, 2013, Mr. Pankaj Dahyabhai Patel (DIN: 00023561), 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.

2. Key Managerial Personal

The Key Managerial Persons of the Company in accordance with Regulation 21(b) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations and Section 2(1) of the Companies Act, 2013 as on 31st March, 2026 are as follows:

Name	Designation
Kamleshkumar Jayantbhai Patel	Chairman & Managing Director
Alpeshbhai Jayantbhai 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

III. Change in Directors

Based on the recommendation of Nomination and remuneration committee, Mr. Priyush Jagdishbhai Patel (DIN: 08833566), has been appointed as an Additional Director (Non- executive- Independent) of the Company by the Board of Directors of the Company for a period of 5 (Years) years w.e.f. 3rd January, 2026. In terms of provisions of section 161 of Companies Act, 2013 (the Act), Mr. Priyush Jagdishbhai Patel (DIN: 08833566) holds office as an Additional Director (Non- Executive Independent) of the Company up to the date of the ensuing Annual General Meeting of the company.

Mr. Ashokkumar Amritlal Kateshia, Non- Executive Independent Director of the Company resigned from the Board of Directors of the Company due to her personal reason with effect from 3rd January, 2026. The Board places on record its deep appreciation for the valuable contribution made by Mr. Ashokkumar Amritlal Kateshia during his tenures as member of Board of the Company.

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 separate meeting of Independent Directors was held on 28- 03- 2026.

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.

13. 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.

14. 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 has received a certificate from M/s. Vasant 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 March 31, 2026. The said certificate is forming part of this Annual Report.

15. 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.

16. 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 the financial year under review, in terms of provisions of section 188 of the companies act, 2013 and rules made there under in Form AOC- 2 is given in Annexure- A attached to this report and forms part of this report.

17. 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.

18. 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.

19. 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 the significant contribution made by the employees through their competence, hardworking, sustained efforts, co- operation, and support.

20. 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 Compromise 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.

21. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return is available at the Companys website https://dhanlaxmiseeds.com/investor_cat/annual- returns/

22. 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/

23. 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.

24. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review there were no significant material orders passed by the Regulators or Courts or Tribunals, which would impact the going concern status of the Company.

25. 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, 2026; 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 loss of the Company for the year ended 31st March, 2026;

c) That the directors had 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) 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.

26. AUDITORS AND THEIR REPORT

I. STATUTORY AUDITORS:

M/s. KARMA & CO. LLP, Chartered Accountants, (Firms Registrations No.127544/W/100376), 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 the 19th Annual General Meeting until the 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.

II. SECRETARIAL AUDITORS AND REPORT

Pursuant to the provisions of Section 204 of the Act, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. Vasant Patel & Associates, Practicing Company Secretaries (CP No. 3848, Firm Registration No. S2011G150600) was appointed as the Secretarial Auditors of the Company by the members of the Company at the 20th Annual General Meeting held on 30th September, 2025 for a period of 5 (five) consecutive years to hold office from the conclusion of 20th Annual General Meeting till the conclusion of the 25th Annual General Meeting of the Company to be held in the year 2030, to conduct Secretarial Audit of the company for the period from 1st April, 2025 to 31st March, 2030.

The Secretarial Audit Report for the financial year ended March 31, 2026 is annexed to this Report as Annexure- C. The Secretarial Audit Report for the financial year 2025- 26 contains observations. Observation of Secretarial Auditors and Management reply for the same is given as under:-

a) There were few instances of delay in filing of E-forms with the Ministry of Corporate Affairs which were filled with additional fees.

Managements reply: There were few instances of delay in filing of forms due to technical glitches at MCA website, however the said forms were filled with additional fees.

b) The Company has not filed E-Form MGT-14 as specified under the provisions of Section 179 under the Companies Act, 2013 in respect of the following resolutions passed by the Board of Directors dated 19th August, 2025 and 21st August, 2025 respectively for :

(i) Avail enhancement of over draft facility from Rs. 7.50 Crores to 9.90 Crores from ICICI Bank. (ii) Avail term loan Facilities upto Rs. 1.20 Crores from ICICI Bank.

Managements reply: The said E-forms MGT-14 were not filed with Registrar of Companies due to oversight but malafide intention. However the company has filed the same subsequently on 21/08/2026 with applicable additional/ late filing fees. The Company assure future timely compliance.

c) The company has not filed e-Form MSME-1 with Registrar of Companies for the half year ended 30th September, 2025 and 31st March, 2026.

Managements reply: The said E-forms MSME-1 were not filed with Registrar of Companies due to oversight without malafide intention. However, the Company has filed the same subsequently on 20/08/2026. The Company assure future timely compliance.

d) The Company has not submitted the quarterly Compliance Certificate as required under Regulation 74(5) of the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 for the quarter ended June 30, 2025 to the Stock Exchange.

Managements Reply: Non- submission was due to administrative oversight without malafide intention. The Management hereby confirms that all equity shares of the Company are already 100% dematerialized and no physical dematerialization requests were received or pending processing during the quarter ended June 30, 2025. Therefore, this procedural non- filing has not impacted the rights of any shareholder or depository participant. However the Company assure to do compliance on time 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 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 2025- 26.

27. 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.

28. 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 operating effectively. The Internal Auditor evaluates the efficacy and 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.

29. 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.

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

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 complaint 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

31. 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.

32. 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.

33. 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.

Since the equity share capital of your Company is listed exclusively on the SME Platform of NSE, by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in 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.

34. DETAILS OF UTILISATION OF FUNDS & STATEMENT OF DEVIATION(S) OR VARIATION(S)

The Company raised funds through an Initial Public Offer (IPO) on December 9, 2024, with the equity shares listed on the NSE EMERGE Platform of the National Stock Exchange of India Ltd. The proceeds from the aforesaid issue are being utilized for the purposes for which they were raised, in accordance with the terms of the issue.

Sr. No.	Particulars	Estimated Amount (as per the Offer Document)	Actual Utilised Amount	Pending to Utilized
01	Funding working capital requirements of the Company.	2005.77	2005.41	0.36
02	Issue Expense	224.63	224.63	Nil
03	General Corporate Purpose	150.00	150.00	Nil
Total		2380.40	2380.14	0.36

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.

35. 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.

36. 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, 2026 IS AS UNDER :-

Sr. No.	Male	Female	Transgender
1.	48	4	0

37. 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/

38. 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/

39. 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/

40. 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.

41. 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.

42. 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.

43. APPRECIATION

The Board acknowledges with 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.

ANNEXURE - A

1. Details of contracts or arrangements or transactions not at arms length basis: Nil 2. Details of material contracts or arrangements or transactions at arms length basis: Name of Related Party & Nature of Relationship	Nature of Contract/ arrangement/ transactions	Duration Contract/ arrangement/ transactions	Silent Terms of the Contract/ arrangement/ transactions including value if any	Date of Approval by the Board	Amount paid as Advance if Any
Ronakben A. Patel, Relative of Alpesh J. Patel Directors of the Company.	Taking of N.A. land for office use on Lease Rent.	from 25/07/2021 to 24/07/2051	Lease agreement for a period of 30 years with 5% increments in lease rent payable every five years. Total value of transactions during the financial year 2025-26 was Rs.1.26 Lakhs.	20/09/2021	Nil
Bhartiben P. Patel, Relative of Kamleshkumar J. Patel, Directors of the Company.	Taking of N.A. land for office use on Lease Rent.	from 25/07/2021 to 24/07/2051	Lease agreement for a period of 30 years with 5% increments in lease rent payable every five years. Total value of transactions during the financial year 2025-26 was Rs.1.26 Lakhs.	20/09/2021	Nil
Laxmiben J. Patel, Relative of Alpeshkumar J. Patel and Kamleshkumar J. Patel, Directors of the Company.	Farm Rent Paid	from 01/04/2025 to 31/03/2026	Farm Rent Paid for use of Farm for Research & Development Activities of the Company. The total value of transactions during the financial year 2025-26 was Rs.1.80 Lakhs.	01/06/2016	Nil
Alpeshbhai Patel, Director of the Company.	Taking of N.A. land and Godowns on Lease.	from 15/12/2023 to 14/12/2043	Lease agreement for a period of 20 years with 5% increments in lease rent payable every five years. Total value of transactions during the financial year 2025-26 was Rs.1.50 Lakhs.	23/03/2023	Nil
Meet Kamleshkumar Patel, Director of the Company.	Taking of N.A. land and Godowns on Lease.	from 15/12/2023 to 14/12/2043	Lease agreement for a period of 20 years with 5% increments in lease rent payable every five years. Total value of transactions during the financial year 2025-26 was Rs.1.50 Lakhs.	23/03/2023	Nil
M/s. Jay Hind Seed Science LLP, (LLPIN : AAN-5261) in which Mr. Alpeshbhai J. Patel and Meet K. Patel, directors of the company are designated Partners.	Purchase of Raw Material	From 01/04/2025 to 31/03/2026	Total value of transaction for the financial year 2025-26 was Rs. 24.84 Lakhs. Transactions were made at prevailing market price and on commercial terms.	Not Applicable	Nil

On behalf of the Board of Directors, For, DHANLAXMI CROP SCIENCE LIMITED
Date: 25/08/2026 Place: Himatnagar	Sd/- Kamleshkumar J. Patel Chairman & Managing Director (DIN: 02500717)	sd/- Alpeshbhai J. Patel Joint Managing Director (DIN: 00023541)