Omega Ag Seeds Punjab Ltd Directors Report

Dear Members,

The Directors have pleasure in presenting the 33^rd Annual Report of the Company, together with the Audited accounts for the financial year ended 31^st March2025.

Financial Highlights

(Rs. In Lakhs)

Particulars	2024-2025	2023-2024
Sales	0	0
Other Income	57.82	0
Total Income	57.82	0
Total Expenses	23.22	17.47
Profit/(Loss)Before Tax	34.61	(17.47)
Current Year Tax	0	0
Deferred Tax	0	0
Profit/(Loss)After Tax	34.61	(17.47)

State of Company Affairs

The Company is engaged in the business of Agri seeds processing/trading and could not do any business during the financial year under review. The Board of Directors of your company are exploring the business opportunities and are confident to do business in this fiscal year.

Dividend

The Board of Directors has not recommended any Dividend on the Equity Shares of the Company for the Financial Year ended March 31, 2025.

Transfer to Reserves

The Board of Directors have not proposed to transfer any amount to the General Reserve.

Changes in Share Capital

During the period under review, there was no change in Capital Structure of the Company. The Authorized Share Capital of Company was Rs.25,00,00,000/- divided into 2,50,00,000 Equity Shares of face value of Rs. 10/- each and Paid-up share capital was Rs. 7,90,40,000/- divided into 79,04,000 Equity Shares of face value of Rs. 10/- each.

Material Changes and Commitments affecting the Financial Position of the Company which have occurred between March 31, 2025 and September 2, 2025 (Date of the Report)

There were no Material Changes and Commitments affecting the Financial Position of the Company have occurred till September 2, 2025.

Nature of Business

The Company is engaged in the business of Agri seeds processing/trading and there has been no change in the nature of Business of the Company.

Public Deposits

During the year under review, the company has not accepted any deposit pursuant to the provisions of Sections 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Annual Return

A copy of the Annual Return for the F.Y 2024-25 pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 11(1) of the Companies (Management and Administration) Rules, 2014 and forming part of this Report is placed on the website of the Company as per provisions of Section 134(3)

18 Omega AG Seeds Punjab Limited

(a) and is available at the following link: www.omegaagseeds.co.in

Directors Responsibility Statement

In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that: i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed. ii) The Directors have selected such Accounting Policies and applied them consistently and made judgements and estimates that were 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 or Loss of the Company for the Yearunder review. iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities. iv) The Directors have prepared the Annual Accounts on a Going Concern basis. v) The Directors had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively. vi) The Directors had devised proper system to ensure compliance with the provisions of all the applicablelaws and that such system was adequate and operating effectively.

Directors and Key Managerial Personnel a. Retirement by Rotation:

As per Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Venkata Rao Sadhanala (DIN: 02906370) who retires by rotation at the conclusion of this 33^rd AGM and offers himself for re-appointment in accordance with the provisions of the Companies Act, 2013. The Directors recommend his re- appointment. b. Composition of Board of Directors

As on March 31, 2025 the Board constitutes the following directors:

Sl. No. Name of Director	DIN	Designation
1 Mr. Lakshmanarao Kondaveti	07706939	Managing Director
2 Mr. Chowdary Muppavarapu	06465841	Non-Executive Independent Director
3 Mrs. Geetha Rukmini	08162647	Non-Executive Independent Director
Vankadaru
4 Mr. Venkata Rao	02906370	Non-Executive, Non-Independent
Sadhanala		Director
5 Mr. Dasi Reddy Rakesh	07112785	Non-Executive, Non-Independent
		Director
6 Mr. Gundluru Reddeppa	10419527	Non-Executive Independent Director

c. Changes in Directors and KMP:

During the period ended 31^st Mach 2025 the following changes took place in the Directors and KMP.

Sl. No Name of Director/ KMP	Nature of Change	Date of such change
1 Ms. Nisha Chowdhary, Company Secretary & Compliance	Appointment	11/05/2024
officer
2 Leela Reddy Konda (Non-Executive Independent Director)	Resignation	04/02/2025
3 Mallavarapu Raghuma Reddy (Whole Time Director)	Resignation	04/02/2025

d. Changes Subsequent the Financial Year

Till the date of the Directors Report, the following changes took place on the Board/KMP of the Company:

Sl. No Name of KMP	Nature ofChange	Date of such change
1 Mr. Chowdary Muppavarapu	Resigned as Non-Executive	02/09/2025
	Independent Director
2 Mrs. Geetha Rukmini Vankadaru	Resigned as Non-Executive	02/09/2025
	Independent Director
3 Mrs. Nikitha Sarda	Appointed as Non-Executive	02/09/2025
	Independent Director

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption is attached herewith as ‘Annexure-A. Foreign Exchange Earnings and Outgo: During the period under review, there was no Foreign Exchange Earnings or Outflow.

Secretarial Audit

Pursuant to provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company had appointed Mr. Kashinath Sahu, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as ‘Annexure B.

During the year under review, there were no qualifications, reservations or adverse remarks reported by Secretarial Auditor under Section 204 of the Companies Act, 2013 in the course of the performance of his duties as Secretarial Auditor.

Corporate Governance and Shareholders Information

In compliance with the Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on corporate governance along with a certificate from a practicing Company Secretary on its compliance and forms an integral part of this Boards Report as "Annexure- C".

Management Discussion and Analysis

Pursuant to Regulation 34(2)(e) of the SEBI (LODR) Regulations, 2015, Report on Management Discussion and Analysis, is herewith annexed as ‘Annexure D

Number of Meetings of the Board and Directors Attendance

During the year under review, 9 (Nine) Meetings of the Board were convened and held, the details of which are given in the Corporate Governance Report, which forms part of this report. The intervening gap between the Meetings was within the limits prescribed under the Companies Act, 2013. The details of meeting held, Attendance are included in Corporate Governance Report.

Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Board, its Committees and the Directors have carriedout annual evaluation / annual performance evaluation, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. The Directors expressed their satisfaction with the evaluation process.

Declaration from Independent Directors on Annual Basis

The Company has received the Declarations from the Independent Directors of the Company to the effect that they are Meeting the criteria of Independence as provided in sub-section (6) of section 149 of the Act and of sub-rule (1) and sub-rule (2) of the Rule 6 of the Companies (Appointment and Qualifications of

20 Omega AG Seeds Punjab Limited

Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite integrity, expertise and experience (including the proficiency) of the independent directors.

Statutory Auditors

M/s. PPKG & Co, Chartered Accountants (Firm Registration No. 009655S) were appointed as the Statutory Auditors of the Company at the 32^nd AGM for a term of 5 consecutive financial year starting from 2024-25 to 2028-29 and shall hold office until the conclusion of 37^th Annual General Meeting.

M/s. PPKG & Co, Chartered Accountants, Hyderabad (Firm Registration No. 009655S) have submitted the Audited Financials with an un-qualified report for the F.Y 2024-25 and same forms part of the Annual Report.

Internal Control Systems and their Adequacy

The Company has an in-house Internal Control System, commensurate with the Size, Scale and Complexity of its Operations. The Scope and Authority of the Internal Audit Function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit Function reports to the Chairmanof the Audit Committee of the Board and to the Chairman and Management.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of Internal Control System in the Company, its compliance with Operating Systems, Accounting Procedures and Policies at all levels of the Company.

Based on the report of Internal Audit Function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant Audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

Audit Committee

The Board has constituted the Audit Committee as per the provisions of Section 177 of the Companies Act,2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company Secretary of the Company acts as the Secretary of the Audit Committee. The Composition, Attendance, Powers and Role of the Audit Committee are included in Corporate Governance Report. All the recommendation made by the Audit Committee during the period were accepted by the Board of Directors. The Composition, details of meeting held, Attendance, Powers and Role of the Audit Committee are included in Corporate Governance Report.

Nomination and Remuneration Committee

The scope, functions and the terms of reference of the Nomination and Remuneration Committee is in accordance with the Section 178 of the Companies Act, 2013 read with Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Composition, Attendance, Powers and Role of the nomination & Remuneration Committee are included in Corporate Governance Report.

Stakeholders Relationship Committee

The Composition, Attendance, Powers and Role of the Stakeholders Relationship Committee are included in Corporate Governance Report. The Company Secretary of the Company acts as the Secretary of the Stakeholders Relationship Committee. The Composition, details of meeting held, Attendance, Powers and Role of the Stakeholders Committee are included in Corporate Governance Report.

Risk Management Committee

The Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to forming of Risk Management Committee, is not applicable to the Company during the Financial Year under review.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

The Company has not given any Loans nor provided Guarantee nor made any Investments during the Financial Year 2024-2025, which is beyond the limits as per Section 186 of the Companies Act, 2013.

Contracts or Arrangements with Related Parties under Section 188 (1) of the Companies Act, 2013

During the Year, the Company had not entered into any Contract or Arrangement with Related Parties which could be considered ‘Material according to the Policy of the Company on materiality of Related Party Transactions. There were no related party transactions with any person or entity belonging to the promoter/promoter group which holds 10% or more shareholding in the Company. Details of all related party transactions are disclosed in the financial statements.

Policy on Preservation of the Documents

The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India

(Listing obligations and Disclosure Requirements) Regulations, 2015 ("Regulations") on Preservation of the Documents of the following type: (a) documents whose preservation shall be permanent in nature; (b) documents with preservation period of not less than eight years after completion of the relevant transactions

Vigil Mechanism

The Vigil Mechanism/Whistle Blower Policy has been adopted to provide appropriate Avenues to the employees to bring to the attention of the management, the concerns about any unethical behavior by using the mechanism provided in the Policy. In cases related to financial irregularities, including fraud or suspected fraud, the employees may directly approach the Chairman of the Audit Committee of the Company. The web link for the policy is as follows: www.omegaagseeds.co.in.

Policy on criteria for determining materiality of events

The Company has adopted a Policy in accordance with the requirements of the Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations). The Policy is authorizing the mentioned Key Managerial Personnel for the purpose of determining materiality of an event or information of the Company and to ensure that such informationis adequately disseminated in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality.

Policy on directors appointment, remuneration & other details

The Companys remuneration policy is directed towards rewarding performance based on review of achievements periodically. The remuneration policy is in consonance with the existing industry practice. The Companys shareholders may refer the Companys website for the detailed Nomination & Remuneration Policy of the Company on the appointment and remuneration of Directors including criteria for determining qualifications, positive attributes, independence of a Director; and other matters provided under sub- section (3) of section 178.

Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the Going Concerns Status and Companys Operations in future.

The Company has not received any Significant or Material Orders passed by any Regulatory Authority, Court or Tribunal which shall impact the Going Concern Status and Companys Operations in future.

Details of Subsidiary Companies, Associates and Joint Venture Companies

The Company does not have any Subsidiary, Associate and Joint Venture Companies during the period under review.

Industrial Relations

Employee relations during the period under review continued to be healthy, cordial and harmonious at all levels and your Company is committed to maintain good relations with the employees. It has taken various steps to improve productivity across the organization.

Business Risk Management

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust Risk Management Framework to identify, monitor and minimize risks as also identify business opportunities. At present, the Company has not identified any element of risk which may threaten the existence of the Company.

Transfer of Amounts to Investor Education and Protection Fund

22 Omega AG Seeds Punjab Limited

Your Company does not have any Unpaid or Unclaimed amounts/Unclaimed Securities lying for a period of seven years. Therefore, there were no Funds/Securities which were required to be transferred to Investor Education and Protection Fund (IEPF).

Particulars of Employees

In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company does not have any Employee who is employed throughout the Financial Year and in receipt of Remuneration of Rs.120 Lakhs or more, or Employees who are employed for part of the year andin receipt of Rs.8.50 Lakhs or more per month.

Corporate Social Responsibility

The Provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to our Company

Maintenance of Cost Records

The Provisions relating to maintenance of Cost Records under Section 148 of Companies Act, 2013 are not applicable to the Company.

Insider Trading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Code of Conduct for prevention of Insider Trading and the Code for Corporate Disclosures ("Code"), as approved by the Board from time to time, are in force by the Company. The objective of this Code is to protect the interest of Shareholders at large, to prevent misuse of any price sensitive information and to prevent any Insider Trading activity by dealing in Shares of the Company by its Directors, Designated Employees and other Employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, Designated Employees and other Employees from Trading in the Securities of OMEGA AG SEEDS PUNJAB LIMITED at the time, when there is Unpublished Price Sensitive Information.

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 Workplace as per "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" has been notified. Under the said Act, every Company is required to set up an Internal Complaints Committee to look into complaints relating to Sexual Harassment at workplace of any women employee. As required under law, an Internal Compliance Committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the workplace. During the Year under review, no complaint of harassment at the workplace was received by the Committee.

Acknowledgement

Your Directors take this opportunity to place on record the valuable co-operation and continuous support extended by its valued business associates, Auditors, Consultants, Supplier, Customers, Banks / Financial Institutions, Government authorities and the shareholders for their continuously reposed confidence in the Company and look forward to having the same support in all its future endeavors.

Your Directors also wish to place on record their sincere appreciation for significant contribution made by the employees at all the levels through their dedication, hard work and commitment, thereby enabling the Company to boost its performance during the year under report.

	By Order of the Board of Directors
Date: September 2, 2025
Place: Hyderabad
	Sd/-	Sd/-
	Lakshmanarao Kondaveti	Geetha Rukmini Vankadaru
	Managing Director	Director
	(DIN: 07706939)	(DIN: 08162647)