Shreeoswal Seeds & Chemicals Ltd Directors Report

To, The Members,

SHREEOSWAL SEEDS AND CHEMICALS LIMITED

Your Directors are pleased to present the 09^th Annual Report on the business and operations of SHREEOSWAL SEEDS AND CHEMICALS LIMITED along with Standalone and Consolidated Audited Financial Statements of the Company for the financial year ended 31^st March, 2026.

1. State of affairs and Financial Performance:-

1.1 Financial Highlights and Summary of Standalone and Consolidated Financial Statements:

The Standalone and Consolidated Financial Statements of the Company for the financial year ended 31^st March, 2026, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

The Companys performance highlights and summarized financial results, during the financial year 2025-26 as compared to the previous financial year of the Company are given below:

(Amount in Lakhs except EPS)

Particulars	Standalone		Consolidated
	Year ended 31st March 2026	Year ended 31st March 2025	Year ended 31st March 2026	Year ended 31st March 2025
Total Income	11251.39	9931.57	24859.94	24620.98
Total Expenditure	10846.05	9532.94	23899.29	24110.55
Profit/(Loss) before tax	405.34	398.63	960.65	510.43
Less: Provision for Tax
Current Tax	113.60	117.48	113.60	131.40
Current Tax expenses related to
Prior Period	0.11	-	(13.81)	-
Deferred Tax	(2.50)	(3.71)	138.60	26.14
Profit/(Loss) after tax before	294.13	284.86	722.26	352.89
Comprehensive Income
Other Comprehensive Income	4.60	(0.43)	7.63	(0.48)
Total comprehensive income for the year	298.73	284.43	729.89	352.41
Paid up Equity Share Capital	1829.40	1829.40	1829.40	1829.40
Earnings per share
Basic	0.32	0.31	0.79	0.39
Diluted	0.32	0.31	0.79	0.39

1.2 Operational and State of Companys Affairs:

On a Standalone basis, your Company has revenue from operation of INR 11111.66 Lakhs for the financial year ended 31^st March, 2026 as against INR 9721.40 Lakhs in the previous year. Further, Company earned net profit after tax before other comprehensive income of INR 294.13 Lakhs as against previous year in which Company earned net profit after tax before other comprehensive income of INR 284.86 Lakhs.

On a consolidated basis, your Company has revenue from operation of INR 24822.92 Lakhs for the financial year ended 31^st March, 2026 as against INR 24591.28 Lakhs in the previous year. Further, company earned consolidated net profit after tax before other comprehensive income of INR 722.26 Lakhs as against previous financial year in which company incurred consolidated net loss after tax before other comprehensive income of INR 352.89 Lakhs.

The Consolidated financials reflect the cumulative performances of Shreeoswal Seeds and Chemicals Limited along with its wholly owned material subsidiary Company Shreeoswal Psyllium Exports India Limited. Detailed description about the business carried out is contained in the Management Discussion and Analysis report.

2. Annual Return

Pursuant to Section 134(3)(a) of the Companies Act, 2013, the requirement to place copy of Annual Return for Financial year 2025-26 prepared in accordance with Section 92(3) of the Act is made available on the website of the Company and can be assessed using the weblink i.e. https://www.oswalseeds.com/files/Annual%20Return%202026.pdf

3. Number of meetings of the Board, its Committees & General Meetings:

The Board met 9 (Nine) times during the FY 2025-26, the details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two Board meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (“SEBI Listing Regulations”).

Information on the meeting of Audit Committee, Nomination and Remuneration Committee (“NRC”) and Stakeholders Relationship Committee (“SRC”) held during the year are given in the Corporate Governance Report.

Further, 08^th Annual General Meeting of the Company for financial year 2024-25 was held on 29^th August, 2025 and no Extra Ordinary General Meeting of the Company was held during the financial year 2025-26.

Postal Ballot:-

During the financial year, Company has passed resolutions through postal ballot on 06^th December, 2025. Details of resolutions passed through postal ballot mechanism during the financial year 2025-26 are provided in the section General Body Meetings of the Corporate Governance Report.

4. Dividend:-

Due to inadequate profits, your Directors have not recommended any dividend for the year under review.

5. Amounts Transferred to Reserves:-

The Board of Directors has decided to retain the entire amount of profit for F.Y. 2025-26 appearing in the Statement of Profit and Loss. Accordingly, your company has not transferred any amount to General Reserves for the year ended 31^st March, 2026.

6. Deposits:-

During the year under review, the Company has not accepted any deposits, from the 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.

Details of Deposits which are not in Compliance with the requirements of Chapter V of the act:

Not applicable since company has not accepted any deposits, therefore the question does not arise regarding non-compliance with the requirements of Chapter V of the Act.

Disclosure of Unsecured Loan received from Directors:

Pursuant to Section 2(31) of Companies Act, 2013 Read with Rule 2(1)(c)(viii) of Companies (Acceptance of Deposits) Rules, 2014, (including any statutory modification or re-enactment thereof for the time being in force), the Company had not received any unsecured loan from directors during the financial year 2025-26.

7. Details of Subsidiary Companies, Joint Ventures or Associate Companies

As on 31^st March 2026, the Company has one wholly Owned Subsidiary Company i.e. Shreeoswal Psyllium Exports India Limited (CIN: U01100MP2018PLC045146).

There are no associate companies or joint venture Companies within the meaning of Companies Act, 2013. Further there are no companies that have become or ceased to be the subsidiary, associate or joint venture of the Company during the financial year 2025-26.

During the financial year, your Board of Directors had reviewed the affairs of the subsidiary company. The consolidated financial statements of your Company are prepared in accordance with Section 129(3) of the Companies Act, 2013; and forms part of this Annual Report.

A separate statement containing salient features of the Financial Statements of the Subsidiary in accordance with Section 129(3) of the Companies Act, 2013 and Rule 5 and Rule 8(1) of the Companies (Accounts) Rules, 2014, and the rules made there under in the prescribed Form AOC-1 are annexed to this Report as ANNEXURE-A and hence is not repeated here for sake of brevity. There has been no material change in the nature of the business of the subsidiary company.

In accordance with fourth proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing inter alia the audited standalone and consolidated financial statements of the Company for the financial year ended 31^st March, 2026, along with relevant documents, has been placed on the website of the Company at www.oswalseeds.com. Further, audited financial statements together with related information of the subsidiary company have also been placed on the website of the Company at www.oswalseeds.com.

In terms of Section 136 of the Companies Act, 2013 (‘the Act), financial statements of the subsidiary company are not required to be sent to the members of the Company. The Company shall provide a copy of the annual accounts of its subsidiary company to the members of the Company on their request. The annual accounts of its subsidiary company will also be kept open for inspection at the registered office of the Company during business hours.

Pursuant to the requirements of Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, the details of Loans/ Advances made to and investments made in the Wholly Owned Subsidiary Company have been furnished in Notes forming part of the Financial Statements of the company.

Material Subsidiary

Shreeoswal Psyllium Exports India Limited is material wholly owned subsidiary of the Company as per the thresholds laid down under the Regulation 16(1)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board of Directors of the Company has approved a Policy for determining material subsidiaries which is in line with the SEBI Listing Regulations as amended from time to time. The Policy has been uploaded on the Companys website at

https://www.oswalseeds.com/files/Policy/Policy%20for%20determining%20Material%20Subsidiary_Oswal%2014.02.2025.pdf

8. Consolidated Financial Statements

The consolidated financial statements of the Company for the year ended 31^st March 2026, have been prepared in accordance with the Indian Accounting Standards (IND AS) 110 - "Consolidated Financial Statements" as notified by Ministry of Corporate Affairs and as per the general instructions for preparation of consolidated financial statements given in Schedule III and other applicable provisions of the Act, and in compliance with the SEBI Listing Regulations.

The Audited Consolidated Financial Statements along with the Auditors Report thereon forms part of the Annual Report.

9. Details of Directors and Key Managerial Personnel

The Company has a professional and experienced Board comprising an appropriate mix of Executive and Non-Executive Directors, bringing diverse knowledge, skills and expertise to the Board. The Board provides strategic guidance and direction to the Company in pursuing its business objectives, while safeguarding the interests of the Company and its stakeholders. The composition of the Board of Directors is in compliance with the applicable provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

Directors liable to retire by rotation seeking re-appointment

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Padma Nahata (DIN: 07921042) retires by rotation at the forthcoming Annual General Meeting and, being eligible, has offered herself for re-appointment.

The Board, based on the recommendation of the Nomination and Remuneration Committee, recommends her re-appointment for the consideration and approval of the Members at the ensuing Annual General Meeting.

Change in Directors

During the Financial Year 2025-26 following changes has been made in the composition of Board of Directors of the Company:

Mr. Gopal Lal Agarwal resigned from the position of Non-Executive Independent Director of the Company w.e.f. the close of business hours of 02^nd April, 2025.

Based on the recommendation of Nomination and Remuneration Committee, Board of Directors, at its meeting held on 30^th May, 2025, approved the appointment of Ms. Anjali Bamboria (DIN: 11061917), Mr. Deepak Kothari (DIN: 08522003) and Mr. Kanhaiya Lal Kumawat (DIN: 11093783) as an Additional Director in the capacity of Non-Executive Independent Director of the Company for a term of 5 years w.e.f. 30th May, 2025 to 29th May, 2030. Their appointments were subsequently approved by the Members at the 8th Annual General Meeting held on 29th August, 2025.

Mr. Sanjay Chordiya (DIN: 09462040) and Mr. Umesh Kumar Sharma (DIN: 09461979) resigned from the position of Non-Executive Independent Director of the Company w.e.f. the close of business hours of 12^th August, 2025.

Changes in the Board during FY 2026-27

Subsequent to the financial year under review, during the financial year 2026-27, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 13th August, 2026 approved the re-appointment of Mr. Yash Wardhan Jain (DIN: 09661572) as a Non-Executive Independent Director of the Company for a second term of five consecutive years, not liable to retire by rotation, commencing from 24th August, 2027 to 23rd August, 2032 (both days inclusive), subject to the approval of the Members, wherever applicable.

Key Managerial Personnel

As on 31st March, 2026, the following persons were designated as Key Managerial Personnel (“KMP”) of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time:

1. Mr. Sanjay Kumar Begani (DIN: 07921083), Chairman & Managing Director; 2. Mr. Anil Kumar Nahata (DIN: 07921005), CEO and Whole-time Director; 3. Mr. Ashok Dhakar, Chief Financial Officer 4. Mr. Dilip Patidar, Company Secretary and Compliance Officer;

Changes in the Key Managerial Personnel

During the year under review, there was no change in Key Managerial Personnel of the Company.

However, subsequent to the financial year ended 31st March, 2026, during the financial year 2026-27, the following changes took place:

Based on the recommendation of the Audit Committee and the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 13th August, 2026 approved the re-appointment of Mr. Sanjay Kumar Begani (DIN: 07921083) as Chairman & Managing Director and Mr. Anil Kumar Nahata (DIN: 07921005) as Chief Executive Officer & Whole-time Director of the Company for a further term of three years, commencing from 13th August, 2026 to 12th August, 2029, subject to the approval of the Members at the ensuing Annual General Meeting.

Mr. Ashok Dhakar, Chief Financial Officer and KMP of the Company, resigned from the position of CFO and KMP with effect from the close of business hours on 13th August, 2026.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 13^th August, 2026 approved the appointment of Mr. Krishan Bagri as Chief Financial Officer and KMP of the Company with effect from 14^th August, 2026.

Disqualifications of Directors

During the year under review, declarations were received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. Board appraised the same and found that none of the director is disqualified for holding office as director.

10. Declaration by Independent Director

The Independent Directors have submitted the declaration of independence, as required under Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI Listing Regulations as amended from time to time.

Further in terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the Management. The Board of Directors of the Company have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors.

In terms of Section 150 of the Companies Act, 2013, read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time, the Independent Directors of the Company have confirmed that they have registered their names in the databank maintained by the Indian Institute of Corporate Affairs, Manesar (“IICA”).

The Independent Directors are required to undertake the online proficiency self-assessment test conducted by the IICA within a period of two years from the date of inclusion of their names in the databank, unless exempted in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder. During the year under review, all the Independent Directors of the Company have duly completed and cleared the online proficiency self-assessment test conducted by the IICA, except one Independent Director who is exempt from appearing for the said test in accordance with the applicable provisions.

11. Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of your Company, to the best of their knowledge, belief and ability and explanations obtained by them, confirm that:-

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; ii. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;

iii. The directors had 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 had 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 systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework and testing of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external agencies, including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2025-26.

12. Familiarization Programmes imparted to Independent Directors

Your Company has familiarized the Independent Directors, with regard to their roles, rights, responsibilities, nature of the industry in which your Company operates, the business model of your Company etc. The Familiarization Programme was imparted to the Independent Directors during the meetings of the Board of Directors.

The Familiarisation Programme for Independent Directors is uploaded on the website of your Company, and is accessible at: https://oswalseeds.com/files/Policy/Familiariazation-Programmes-25-26.html

13. Meeting of Independent Directors

The Independent Directors met once during the year as on 12^th February, 2026. The Meeting was conducted in an informal manner without the presence of the Chairman, the Whole Time Director, the Non-Executive Non-Independent Directors and the Chief Financial Officer.

14. Committees of the Board of Directors

The Board is assisted by several committees, whose delegated authority enhances role clarity and the effective execution of responsibilities throughout our business. These committees are tasked with governance issues and provide periodic reports to the Board on their activities. Each committee evaluates its effectiveness by reviewing its activities against approved terms of reference in alignment with delegated powers and authority.

The Details of Committees of the Board are given below:- (i) Audit Committee (ii) Nomination and Remuneration Committee

(iii) Stakeholders Relationship Committee

The details with respect to the composition, powers, roles, terms of reference, Meetings held and attendance of the Directors at such Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of the Company which forms part of this Report.

15. Statement indicating the manner in which Formal Annual Evaluation of the performance of the Board, its Committees and of individual directors has been made:

Pursuant to provisions of Section 134(3)(p) of the Companies Act, 2013 and SEBI Listing Regulations, the evaluation of all the directors, committees, Chairman of the Board, and the Board as a whole was conducted based on the criteria and framework adopted by the Board which includes assessing the quality, quantity and timelines of flow of information between the Company, Management and the Board, as it is necessary for the Board to effectively and reasonably perform their duties.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Individual Directors, the Board as a whole and its Committees with the Company.

The Independent Directors has also expressed their satisfaction with overall functioning and implementations of their suggestions.

Performance Evaluation Criteria for Independent Directors:

The performance evaluation criteria for independent directors are determined by the Nomination and Remuneration committee. An indicative list of factors that may be evaluated include participation and contribution by a director, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behavior and judgments. Further details regarding the performance evaluation criteria are provided in Corporate Governance Report forming part of the Annual Report

Statement with regard to integrity, expertise and experience of the independent director appointed during the year.

During the year under review, Ms. Anjali Bamboria (DIN: 11061917), Mr. Deepak Kothari (DIN: 08522003) and Mr. Kanhaiya Lal Kumawat (DIN: 11093783) were appointed as Independent Directors in the Company. At the time of appointment, it was believed that they would exercise objective independent judgment on corporate affairs and maintains high ethical standards and shall take into account the interests of stakeholders.

Further, the board opined that, all our Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014. List of key skills, expertise and core competencies of the Board, including the Independent Directors, is provided in Corporate Governance Report.

16. Particulars of Loan, Guarantees and Investments u/s 186: -

During the financial year 2025-26, the Company provided a loan to its wholly owned subsidiary, Shreeoswal Psyllium Exports India Limited, in compliance with the applicable provisions of Section 186 of the Companies Act, 2013. The entire loan amount was repaid during the year and, accordingly, no amount was outstanding towards the said loan as at 31st March, 2026.

As at 31st March, 2026, the aggregate value of the Companys investments amounted to Rs. 2,000.92 Lakhs, and the Company had provided a Corporate Financial Guarantee of Rs. 11,000.00 Lakhs. The particulars of investments and guarantees made/provided by the Company under Section 186 of the Companies Act, 2013, read with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are set out below: (Amount in Lakhs)

Name of Company	Nature of Transaction	Investment/Guarantee/ Loan provided	Closing value as on 31.03.2026
Shreeoswal Psyllium Exports India Limited (WOS) CIN: U01100MP2018PLC045146	Non-Current Investment	Investment in 20000000 equity Shares of Rs. 10/- each	2000.00
Vodafone Idea Limited CIN: L32100GJ1996PLC030976	Non-Current Investment	Investment in 10790 equity shares	0.92
Oswal Ethanol and Feed Industry Private Limited CIN: U24230MP2021PTC057479	Non-Current	Corporate Financial Guarantee	11000.00

For detailed information relating to the above investments, loans and guarantees, reference may be made to Note 3 of the Standalone Financial Statements of the Company.

The aforesaid investments and corporate guarantee are within the limits prescribed under Section 186 of the Companies Act, 2013 and the limits approved by the Members of the Company. The Company had filed Form MGT-14 vide SRN AA9824016 dated 20th August, 2024 with the Registrar of Companies in respect of the approval obtained under Section 186 of the Companies Act, 2013. Accordingly, no further approval of the Members was required during the financial year under review.

17. Particulars of contracts or arrangements with related parties:-

In line with the requirements of the Companies Act, 2013 and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. The Policy can be accessed on the Companys website at the web-link: https://www.oswalseeds.com/files/Policy/related%20party%20policy_Oswal_14.02.2025.pdf

The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company & Related Parties.

During the year under review, all related party transactions entered by the company, were approved by the Audit Committee and were at arms length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis. There were no material related party contracts entered into by the Company during the year under review. Accordingly, the disclosure of related party transactions as required under Section 134 (3) (h) of the Act in Form AOC-2 is not applicable to the Company for FY 2025-26 and hence does not form part of this report.

As at 31st March, 2026, the Company continued to have a Corporate Guarantee of Rs.110 Crores, along with collateral security, in favour of Oswal Ethanol and Feed Industry Private Limited, a Related Party of the Company. The requisite approval in respect of the said material Related Party Transaction had already been obtained and the same was duly disclosed in the Annual Report of the Company for the previous financial year. The said Corporate Guarantee continued to remain outstanding as at 31st March, 2026.

Details of related party transactions entered into by the Company, in terms of Companies Act, 2013 and IND AS-24 have been disclosed in the notes to the standalone/consolidated financial statement forming part of this Annual Report 2025-26.

18. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:-

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 are given as under:

(i) Conservation of Energy:

a. The steps taken or impact on conservation of energy:-

The Company is primarily engaged in the processing and sale of various types of agricultural seeds, including maize and soybean seeds. The Company continuously endeavors to optimize energy consumption across its seed processing and storage facilities by adopting energy-efficient practices, equipment and processes.

The key measures undertaken by the Company for conservation of energy include:

1. Replacement of conventional lighting with energy-efficient LED lighting at the Companys offices, processing units and other operational facilities, resulting in reduction in electricity consumption.

2. Installation and use of energy-efficient machinery, processing equipment and electrical systems for seed processing and related operations.

3. Regular maintenance and servicing of processing machinery, equipment and electrical installations to ensure optimum operating efficiency and minimize energy consumption.

4. Optimization of the use of processing, grading, cleaning, drying, packaging and other equipment to improve operational efficiency and reduce avoidable energy consumption.

5. Continuous monitoring of energy consumption and implementation of energy conservation measures wherever technically and commercially feasible.

b. The steps taken by the company for utilizing alternate sources of energy:-

The Company continues to evaluate the feasibility of utilizing renewable and alternate sources of energy in its operations. During the year under review, the Company used Diesel Generator (DG) sets as a standby source of power during power interruptions to ensure continuity of its seed processing and other operations.

c. The capital investment on energy conservation equipment:- NIL (ii) Technology Absorption: a. The effort made towards technology absorption-

The Company has adopted and utilized modern seed processing and handling technologies and equipment for cleaning, grading, drying, treatment, processing, packaging and storage of agricultural seeds, including maize and soybean seeds. The Company continues to undertake measures for modernization and technological improvement of its processing facilities with a view to enhancing productivity, operational efficiency and quality of seeds.

b. The benefits derived like product improvement, cost reduction, product development or import substitution: The use of modern processing technologies and equipment has contributed towards improvement in seed processing efficiency, product quality, productivity, grading and handling, reduction in processing losses and optimization of energy consumption.

c. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

During the financial year under review, the Company did not import any technology. Accordingly, the details relating to technology imported during the preceding three financial years and its absorption are not applicable.

d. The expenditure incurred on Research & Development: The Company has not incurred any expenditure on Research and Development during the year under review.

(iii) Foreign Exchange Earnings and Outgo:

There were no Foreign Exchange earnings and outgoings that took place during the financial year as required by Companies (Accounts) Rules, 2014.

19. Statement in respect of adequacy of internal financial control with reference to the financial statements: -

The Company has adequate Internal Controls Systems and the same are reviewed regularly. Beside there are documented policies and procedures to support the system, so that all the applicable rules and regulations are complied with; that all transactions are authorized, recorded and reported correctly and adequately and that all the assets of the Company are safeguarded and there is no unauthorized use thereof. The Audit Committee reviews reports presented by the internal auditors on a routine basis. Further, the Audit Committee maintains constant dialogue with statutory and internal auditors to ensure that internal control systems are operating effectively.

The Companys internal control system is commensurate with its size, scale and complexities of its operations. Such controls have been assessed during the year under review taking into consideration the essential components of internal controls stated in the Guidance Note on

Audit of Internal Financial Controls Over Financial Reporting issued by The Institute of Chartered Accountants of India.

However, your Company recognizes that Internal Financial Controls cannot provide absolute assurance of achieving financial, operational and compliance reporting objectives because of its inherent limitations. Accordingly, regular audits and review processes ensure that such systems are reinforced on an ongoing basis.

20. Corporate Social Responsibility (CSR):-

During the financial year 2025-26, your Company has not met criteria laid down under the provisions of Section 135(1) of the Companies Act, 2013 read with companies (Corporate Social Responsibility Policy) Rules, 2014 and accordingly the provisions Corporate Social Responsibility are not applicable to the Company.

21. Nomination and Remuneration Policy / Disclosure relating to remuneration of Directors, Key Managerial Personnel and particulars of Employees: -

In accordance with the provision of Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued there under and the SEBI Listing Regulations, the Board of Directors formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. Pursuant to Section 134(3) of the Companies Act, 2013, the nomination and remuneration policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees is available on the Companys website at https://www.oswalseeds.com/files/Nomination.pdf

The Board of Directors affirms that the remuneration paid to Directors, senior management and other employees is in accordance with the remuneration policy of the Company.

The Disclosure required under Section 197(12) of the Companies Act, 2013 read with the Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to date, is annexed as Annexure-B and forms an integral part of the Board Report.

During the year under review, None of the employee of the company is drawing more than INR 102.00 Lakhs per annum or INR 8.50 Lakhs per month for the part of the year. Therefore, details of top ten employees in terms of the receipt of remuneration as prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing details prescribed under rule 5(3) of the said rules, will be made available to any member on request, as per provisions of Section 136(1) of the Act. Any Member desirous of obtaining above said details may write to the Company Secretary or email at oswalgroups2002@gmail.com

Further during the year under review, neither the Managing Director nor the Whole-time Director of the Company received any remuneration or commission from the subsidiary company of the Company.

However, during the year under review, Mrs. Kiran Devi Begani and Mrs. Padma Nahta, Non-Executive Non-Independent Directors of the Company, received remuneration of Rs. 18.00 Lakhs each from the Companys wholly owned material subsidiary, Shreeoswal Psyllium

Exports India Limited, in their respective capacities as Whole-time Directors of the said subsidiary.

Accordingly, the receipt of such remuneration by the aforesaid Directors from the subsidiary company is in accordance with the provisions of the Companies Act, 2013, and no Director was disqualified from receiving any remuneration or commission from the Company or its subsidiary company during the period under review

22. Report on Corporate Governance & Management Discussion Analysis

Your company has complied with the corporate governance requirements under the Companies Act, 2013 and Regulation 34(3) read with Schedule V of the SEBI Listing Regulations. A detailed report on Corporate Governance confirming compliance with the conditions of the Corporate Governance, forms part of the Annual Report. A detailed analysis of the Companys performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

23. Disclosure on establishment of a Vigil Mechanism/Whistle Blower Policy

The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistle-blowing mechanism not only helps the company in detection of fraud but is also used as a corporate governance tool leading to prevention and deterrence of misconduct.

It provides direct access to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures those genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization.

The Whistle Blower Policy is disclosed on the website of the Company at chrome- https://oswalseeds.com/files/Policy/Whistle-Blower-Policy-25-26.html No Person has been denied access to the Audit Committee.

24. Secretarial Auditors and Secretarial Audit Report

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 ("the Act"), read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Board of Directors, on the recommendation of the Audit Committee, at its meeting held on 28^th July, 2025, appointed Ramesh Chandra Bagdi & Associates, Indore (Firm Registration No./Unique Code Number: S2021MP835800, Peer Review Certificate No.: 1560/2021) as the Secretarial Auditors of the Company for a term of five consecutive financial years commencing from FY 2025-26 to FY 2029-30, at such remuneration as may be determined by the Board of Directors or the Audit Committee.

The said appointment was approved by the Members of the Company at the 8^th Annual General Meeting held on 29^th August, 2025.

The Company has received the written consent and eligibility certificate from Ramesh Chandra Bagdi & Associates, confirming that their appointment is in accordance with the applicable provisions of the Act and the rules made thereunder. The Secretarial Auditors have further confirmed that they are not disqualified from being appointed as the Secretarial Auditors of the Company for the aforesaid term of five consecutive financial years, i.e., from FY 2025-26 to FY 2029-30.

Secretarial Audit Report

The Secretarial Audit Report given by the Secretarial Auditor of the Company is annexed as Annexure-C and forms an integral part of this Report, which is self-explanatory.

There is no qualification, reservation or adverse remark or disclaimer in Secretarial Audit report except the following:-

Secretarial Auditor	Management comments
Observations
There are few pending Criminal Cases pending under District Court due to Non-Germination of Agro Seeds.	The Company is engaged in the business of processing and sale of agro-based commodities, including agricultural seeds. The pending cases before the District Courts primarily relate to allegations concerning non- germination of seeds and/or failure of seed samples. The performance and germination of agricultural seeds may be influenced by several factors beyond the control of the Company, including climatic conditions, soil quality, excess or inadequate irrigation, cultivation practices, environmental conditions and other factors, including the manner in which the seeds are stored, sown and cultivated by farmers. Accordingly, non-germination or variation in crop performance may not necessarily be attributable to any deficiency on the part of the Company. Further, the matters are pending adjudication before the competent courts and, therefore, no adverse conclusion can be drawn at this stage. The financial impact, if any, cannot presently be ascertained with reasonable certainty. Since the matters are criminal proceedings and are sub-judice, no material financial impact has been recognized in the financial statements of the Company in respect of the same. The Company is appropriately defending the matters before the competent authorities and shall take necessary steps in accordance with the outcome of such proceedings.

25. Secretarial Audit of Material Unlisted Subsidiary Company

Shreeoswal Psyllium Exports India Limited, a material wholly owned subsidiary of the Company undertakes Secretarial Audit under Section 204 of the Companies Act, 2013. The Secretarial Audit of Shreeoswal Psyllium Exports India Limited for the Financial Year 2025-26 was carried out pursuant to Section 204 of the Companies Act, 2013 read with Regulation 24A of the SEBI Listing Regulations. The Secretarial Audit Report of Shreeoswal Psyllium Exports India Limited submitted by Ramesh Chandra Bagdi & Associates, Practicing Company Secretaries. The Secretarial Audit Report given by the Secretarial Auditor of the Company is annexed as Annexure-D and forms an integral part of this Report.

26. Annual Secretarial Compliance Report

The Company has undertaken a comprehensive audit of the compliances applicable to it under the SEBI Regulations, circulars and guidelines issued thereunder for the Financial Year 2025-26.

In this regard the Company had appointed Ramesh Chandra Bagdi & Associates Practicing Company Secretaries to conduct an audit of compliances applicable to the company under SEBI Regulations and Circulars/Guidelines issued there under for financial year ended 2025-26.

Pursuant to the provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Annual Secretarial Compliance Report for the Financial Year 2025-26, issued by the Secretarial Auditor of the Company, was submitted to the Stock Exchange within the prescribed timeline.

27. Statutory Auditors

M/s. J.C. Baheti & Associates, Chartered Accountants, resigned from the office of Statutory Auditors of the Company with effect from 12th August, 2025.

Pursuant to Section 139(8) of the Companies Act, 2013, and based on the recommendation of the Audit Committee, M/s. H. Sahu & Company, Chartered Accountants, Neemuch (FRN: 036476C) were recommended for appointment as the Statutory Auditors of the Company to fill the casual vacancy arising from the resignation of the previous Statutory Auditors. The Board of Directors, at its meeting held on 11th September, 2025, approved and recommended their appointment, which was subsequently approved by the members on 06th December, 2025 through Postal Ballot.

The Board of Directors proposes to appoint M/s. H. Sahu & Company, Chartered Accountants, Neemuch (FRN: 036476C) as the Statutory Auditors of the Company for a term of five consecutive years, commencing from the conclusion of the 09th Annual General Meeting until the conclusion of the 14th Annual General Meeting, to hold office until the conclusion of the Annual General Meeting to be held for the financial year 2030-31, subject to the approval of the members at the ensuing Annual General Meeting.

The Company has received the written consent and eligibility certificate from M/s. H. Sahu & Company, Chartered Accountants, confirming that their appointment, if made, shall be in accordance with the applicable provisions and conditions prescribed under the Companies Act, 2013 and the rules made thereunder.

Explanation to Auditors Remarks

The Auditors in their report have referred to the notes forming part of the Accounts which are self-explanatory and does not contain any qualification, reservation or adverse remark or disclaimer.

Further, there was no fraud in the Company, which was required to report by Statutory Auditors of the Company under sub-section (12) of Section 143 of Companies Act, 2013.

28. Internal Auditor

During the Financial Year under review, the Board of Directors appointed CA Pawan Patidar (M. No.: 471412) as the Internal Auditor of the Company with effect from 01st June, 2025, in place of CA Avani Nahar (M. No.: 445789), who resigned from the position of Internal Auditor with effect from 30th May, 2025.

The Internal Auditor is responsible for conducting the internal audit of various areas of operations, processes and records of the Company. The periodic reports of the Internal Auditor are placed before the Audit Committee for its review and consideration, along with the Managements comments and action taken to address and rectify any deficiencies or observations identified during the course of the internal audit.

The Audit Committee reviews adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations including those relating to strengthening of the Companys risk management policies and systems.

29. Cost Record and Audit

Your Company does not fall within the provision of Section 148 of Companies Act, 2013 read with the Companies (Cost Records & Audit) Rules, 2014 as amended from time to time; therefore, no such record are required to be maintained.

30. CEO &CFO Certification:

The Chief Executive Officer and Chief Financial Officer of your Company have issued necessary certificate pursuant to the provisions of Regulation 17(8) of the SEBI Listing Regulations and the same forms part of this Annual Report.

31. Code of Conduct

The Board of Directors has laid down a Code of Conduct (“the Code”) for all Board members and senior management personnel of your Company. The Code of Conduct is available on Companys website of the Company

https://www.oswalseeds.com/files/Policy/Code%20of%20Conduct%20for%20BOD%20&%20KMP_Oswal_14.02.2025.pdf

All Board members and senior management personnel have confirmed compliance with the Code. Declaration on adherence to the code of conduct is forming part of the Corporate Governance Report.

32. Statement indicating development & implementation of Risk Management Policy:-

The Board of Directors has adopted a risk management policy to develop and implement risk management procedure/plan including therein of elements of risks, if any which in the opinion of the Board may threaten the existence of the Company.

33. Material changes & commitments, if any affecting the financial position of the Company:-

No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year to which the financial statements relate and the date of this Boards report.

34. Environment and Safety

Safety is your companys top most priority with primary focus on developing a safety culture among employees. Your Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned compliances, environmental regulations and preservation of natural resources.

35. Sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013:-

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress the Complaint received regarding sexual harassment.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The status of the complaints filed, disposed and pending during the financial year 2025-26 is given below:-

Particulars	No. of Complaints
a Number of Complaints of Sexual Harassment received in the year	Nil
b Number of Complaints disposed during the year	Nil
c Number of cases pending for more than ninety days	Nil

36. Listing of Shares

The shares of the Company are listed on National Stock Exchange of India Limited (NSE), and the Company is regular in payment of the listing fees. There was no suspension of trading during the year under review.

37. Insurance

The Companys assets are adequately insured against the loss of fire and other risk, as considered necessary by the Management from time to time.

38. Compliance of Secretarial Standard

Your Company is in compliance with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India as amended from time to time and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

39. Industrial Relations

Companys Industrial relations continued to be healthy, cordial and harmonious during the year under review. Your Directors record their appreciation for all the efforts, support and cooperation of all employees extended from time to time.

40. Depository System

Your Companys shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

41. Designated person for the purpose of declaration of beneficial interest in the shares of the company:

Pursuant to provision of Rule 9(4) of Companies (Management and Administration) Rules, 2014 as amended by MCA vide Notification dated 27^th October, 2023, every Company required to designate a person who shall be responsible for furnishing, and extending co-operation for providing, information to the Registrar or any other authorized officer with respect to beneficial interest in shares of the company.

Accordingly, the Company has appointed Mr. Dilip Patidar (ACS: 34566), Company Secretary of the Company, as Designated Person for the purpose of declaration of beneficial interest in the shares of the Company

42. Other Disclosures:

Your Directors state that disclosure or reporting is required in respect of the following items:-

Company has not issued any equity shares with differential rights as to dividend, voting or otherwise. As on 31^st March 2026, none of the Directors of the company hold instruments convertible into equity shares of the Company.

There was no change in capital structure of the Company. The Company has not issued any shares (including Sweat Equity Shares) to employees of the Company under any Scheme and also not made any Stock Option Schemes.

No Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys operation in future.

Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

There has been no change in the nature of business of your Company.

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI

(Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the financial year ending 31^st March 2026.

No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year in respect of your Company.

There was no one time settlement of loan obtained from the Banks or Financial Institutions.

There was no revision of financial statements and Board report of the Company during the year under review.

The Company has complied with the provisions of Maternity Benefit Act, 1961 during the year under review.

43. Acknowledgment and Appreciation: -

The Directors wish to convey their appreciation to all of the Companys employees for their contribution towards the Companies performance. The Directors would also like to thank the shareholders, employees, investors, stock exchange, customers, bankers, governments and all other business associates for their continuous support to the Company and their confidence in its management.

For and on behalf of the Board of Directors
SHREEOSWAL SEEDS AND CHEMICALS LIMITED
Sanjay Kumar Begani	Anil Kumar Nahata
Chairman and Managing Director	CEO and Whole-time Director
DIN: 07921083	DIN: 07921005
Date: 13th August, 2026
Place: Neemuch