Vishwas Agri Seeds Ltd Directors Report

Dear Members,

The Directors have pleasure to present their 13^th Annual Report of the Company covering the operating and financial performance together with the Audited Financial

Statements and the Auditors Report thereon for the Financial Year ended on March 31, 2025.

FINANCIAL RESULTS AND OPERATIONS REVIEW

Your Companys performance during the year as compared with that during the previous year is summarized below: (Amount in lakhs.)

Particulars	Financial Year	Financial Year
	2024-25	2023-24
Revenue from operations (Net)	10228.18	7477.12
Other income	101.84	9.47
Total Revenue	10330.02	7486.60
Profit/loss before depreciation,	1479.49	1163.27
Finance, Costs, Exceptional
items and Tax Expense
Less: Depreciation expense	237.21	129.28
Profit/loss before Finance,		1033.99
Costs, Exceptional items and	1242.28
Tax Expense
Less: Finance costs	363.58	227.56
Profit/Loss before Exceptional	878.70	806.43
Items, Extraordinary Items and
Tax Expense
Less: Exceptional Items	0	0
Profit/Loss before Extraordinary	878.70	806.43
Items
Less: Extraordinary Items	0	0
Profit/ (Loss) before tax	878.70	806.43
Less: Tax expense:
(a) Current tax expense	218.72	210.44
(b) Deferred tax	(10.82)	(5.45)
Profit / (Loss) for the year	670.80	601.45

During the year under review on the basis of Financial Statement the Companys revenue from operations during the financial year ended 31^st March, 2025 were 10228.18/- (in lakhs) as against 7477.12/- (in lakhs) of the previous year representing Increase of approximately about 36.79% over the corresponding period of the previous year with total expenses of 9451.32/- (in lakhs) {previous year of 6680.16/- (in lakhs)}. The company has made profit before Exceptional Items of 878.70/- (in lakhs) as against profit of 806.43/- (in lakhs) in the previous year. The Company has made Net Profit of 670.80/- (in lakhs) as against 601.45/- (in lakhs) of the previous year representing increase of approximately about 11.53% over the corresponding period of the previous year. The EPS of the Company for the year 2024-25 is 6.71/-.

DIVIDEND

Considering the capital requirement for expansion and growth of business operations and to augment working capital requirements, the Board of Directors do not recommend any dividend on the Equity shares for the financial year 2024-25. To bring transparency in the matter of declaration of dividend and protect the interests of investors, the company had adopted a Dividend Policy since listing of its shares. The policy has been displayed on the Companys website www.vishwasagriseeds.com.

TRANSFER TO RESERVES

There is no amount proposed to be transferred to reserves during the year under review.

SHARE CAPITAL

During the year under review the Company has not made changes in the Authorized and paid-up share capital as on 31^st March, 2025.

Authorized Share Capital:

The Authorized Share Capital of the Company as on 31st March, 2025 stood at 10,00,00,000/- (Rupees Ten Crore Only) divided into 1,00,00,000 (One Crore) Equity Shares of 10/- (Rupees Ten Only) each. During the year under review, the Company has not made any changes in its the Authorized share capital.

Paid Up Share Capital:

The issued capital as on March 31, 2025 stood at 10,00,00,000/- (Rupees Ten Crore Only) comprising of 1,00,00,000 (One Crore) equity shares of 10/- (Rupees Ten Only).

ALTERATION OF MEMORANDUM OF ASSOCIATION

During the year under review, there is no alteration made in Memorandum of Association (MOA) of the Company.

ALTERATION OF ARTICLES OF ASSOCIATION

During the year under review, there is no alteration made in Article of Association (AOA) of the Company.

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

Pursuant to Regulation 32 (1) of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (‘Listing Regulations/LODR) read with SEBI Circular SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, the company has made disclosure on NSE in statement of Deviation/variation in utilization of funds raised through Initial Public offer from the objects stated in the Prospectus for the year ended on March 31, 2025.

The utilization of funds raised through IPO have been mentioned hereunder:

(Rs. In Lakhs)

Mode	of	Objects				Amount	Amount	utilized
Raising						Allocated	as on March 31,
Funds							2025
Initial		Furnish the		Corporate		400.00	208.74
Public Offer		Office
		Building
		Purchase	of	Equipment		150.00	0
		for setting		up	Seed
		Testing laboratory
		Set-up	Greenhouse			150.00	16.41
		(Fan-Pad
		System)
		Install Roof		Top	Solar	60.00	35.00
		Monocrystalline Panels
		(129.6KW)
		Additional		Working		1100.00	1100.00
		Capital Requirement
		General		Corporate		530.00	530.00
		Purpose

There was no deviation/variation in the utilization of proceeds as mentioned in the objects stated in the Prospectus dated March 14, 2024, in respect of the Initial Public Offering of the Company. A postal ballot process is currently underway, allowing shareholders to cast their votes on this matter for reallocation of IPO proceeds. The postal ballot is being conducted from 26th August 2025 to 24th September 2025, and the Company will update the members on the outcome of this approval process once it concludes.

STATE OF COMPANY AFFAIRS

During the year under review, company made Total Income of 10330.02/- (in Lakhs) as against 7486.60/- (in Lakhs) in the previous year. The company has made Profit before depreciation, Finance, Costs, Exceptional items and Tax Expense of 1479.49/- (in Lakhs) as against profit of 1163.27/- (in Lakhs) in the previous year in the financial statement. The Company made net profit of 670.80/- (in Lakhs) as against 601.45/- (in Lakhs) in the previous year in the financial statement.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company in the Financial Year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report, which forms part of this report.

LISTING WITH STOCK EXCHANGE

At present, the equity shares of the Company are listed at the EMERGE Platform of National Stock Exchange of India Limited (NSE) under Stock Code: VISHWAS. The Company has paid requisite annual listing fees to National Stock Exchange of India Limited (NSE).

REGISTRAR AND TRANSFER AGENT (RTA)

The Company appointed Bigshare Services Private Limited as its RTA. The Equity shares of the Company have the electronic connectivity under ISIN INE0S2E01016.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the Section 124 applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all the unpaid or unclaimed dividends are required to be transferred to the IEPF established by the Central Government, upon completion of seven (7) years. Further, according to the Investor Education & Protection Fund ("IEPF") Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for seven (7) consecutive years or more shall also be transferred to the demat account created by the IEPF Authority. In the absence of any declaration of dividend in the past, the Company does not have any unpaid/unclaimed dividend coming under the purview of Section 124(5) of the

Act to be transferred to Investors Education and Protection Fund ("IEPF") of the

Central Government.

DEPOSITS

The Company has not accepted any deposits from public falling within the ambit of section 73 and Section 76 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, no disclosure is required under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014.

SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATES COMPANIES

Your Company does not have any Holding, Subsidiary, Joint venture or Associate Company as on March 31, 2025. During the Financial Year under review, there are no companies which has become or ceased to be Subsidiary, Joint Venture/ Associate Companies.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELS Present Composition of Board of Directors:

As on the date of the report, the Board of Directors of the Company comprises of total Five (5) directors. The Composition of the Board of Directors is as under:

Sr. No.	Name of Director	DIN	Designation
1.	Mr. Ashokbhai Shibabhai	06503966	Managing Director
	Gajera
2.	Mr. Bharatbhai Shibabhai	10165735	Non-Executive
	Gajera		Director Non-
			Independent
			Director
3.	Mr. Aniket Yagneshkumar	11183913	Additional Non-
	Makani		Executive
			Independent
			Director
4.	Mr. Rasiklal Naranbhai	11183521	Additional Non-
	Gajera		Executive
			Independent
			Director
5.	Ms. Nirali Ashokbhai Gajera	11274059	Additional Non-
			Executive Director

Appointment/ Re-Appointment:

During the year under review, the company has not appointed any new director on its board. However, the Company has appointed Mr. Aniket Yagneshkumar Makani (DIN: 11183913) and Mr. Rasiklal Naranbhai Gajera (DIN: 11183521) as an Additional Non-Executive (Independent) director of the Company with effect from July 04, 2025. The Company appointed Ms. Nirali Ashokbhai Gajera (DIN: 11274059), as an additional non-executive director of the Company with effect from September 05, 2025. Further the company appointed Ms. Hirvi Harsh Shah, as Company Secretary and Compliance Officer of the company with effect from July 15, 2025. Mr. Maheshbhai Shibabhai Gajera was appointed as Chief Financial Officer of the company with effect from June 12, 2025.

Retire by Rotation

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Bharatbhai Shibabhai Gajera (DIN: 10165735) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your directors recommended his re-appointment on recommendation made by the Nomination and Remuneration Committee.

Cessation

During the year under review, there is no cessation of director from the Board.

However, Mr. Dineshbhai Madhabhai Suvagiya (DIN: 06503976) resigned from the position of executive director and Chief Financial officer of the Company with effect from June 12, 2025. Further Ms. Dinkal Rahul Pansuriya (DIN: 10343120) and Mr. Sanjay Harsukhbhai Kachhadiya (DIN: 07902820) tendered their resignation from the position of the Non-Executive (Independent) director of the company with effect from June 12, 2025.

Independent Directors

Mr. Aniket Yagneshkumar Makani (DIN: 11183913), holds office as a Non-Executive Independent Director of the Company with effect from July 04, 2025 for the period of 5 years who is not liable for retire by rotation. Mr. Rasiklal Naranbhai Gajera (DIN: 11183521), holds office as a Non-Executive Independent Director of the Company with effect from July 04, 2025 for the period of 5 years who is not liable for retire by rotation.

Key Managerial Personnel

Mr. Ashokbhai Shibabhai Gajera	Chairman & Managing Director
Mr. Maheshbhai Shibabhai Gajera	Chief Financial Officer
Ms. Hirvi Harsh Shah	Company	Secretary	and	Compliance
	Officer

Number of Meetings of the Board

The Board of Directors duly met seven times at regular intervals during the mentioned financial year and in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The intervening gap between the two meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations. The dates on which meetings were held are as follows:

Date	of			Name of the Directors
Meeting
		Ashokbha		*Dineshbha		Bharatbha		*Sanjay		*Dinkal
		i		i		i		Harsukhbha		Rahul
		Shibabhai		Madhabhai		Shibabhai		i		Pansuriy
		Gajera		Suvagiya		Gajera		Kachhadiya		a
30/05/202		Yes		Yes		Yes		Yes		Yes
4
15/07/202		Yes		Yes		Yes		Yes		Yes
4
30/07/202		Yes		Yes		Yes		Yes		Yes
4
05/09/202		Yes		Yes		Yes		Yes		Yes
4
14/11/202		Yes		Yes		Yes		Yes		Yes
4
27/01/202		Yes		Yes		Yes		Yes		Yes
5
01/03/202			Yes		Yes		Yes		Yes		Yes
5
No of Board			07/07		07/07		07/07		07/07		07/07
Meeting
attended

*Mr. Dineshbhai Madhabhai Suvagiya, Mr. Sanjay Harsukhbhai Kachhadiya and Ms. Dinkal Rahul Pansuriya have resigned from their positions as Directors of the Company, effective from June 12, 2025. **During the year under review, no Extra Ordinary General Meeting was held.

Separate Meeting of Independent Directors

In terms of the provisions of the Schedule IV of the Companies Act, 2013, the Independent Directors of the Company shall meet at least once in a year, without the presence of Non-Independent Directors and members of Management. During the financial year, the Meetings of Independent Directors was held on 24^th February, 2025 to discuss and review the following matters in the meeting: ? Performance of Non-Independent Directors and the Board of Directors as a whole; ? Performance of the Chairman of the Company taking into consideration the views of Executive and Non-Executive Directors; ? Assessment of the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. Both the Independent Directors were present at the meeting.

DECLARATIONS OF INDEPENDENT DIRECTORS

The Independent Directors have confirmed that they meet the criteria of independence laid down under Section 149(6) read with Schedule IV of the Act and Regulation 16(1) (b) of the Listing Regulations and that they are not aware of any circumstance or situation, which exist 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. The board of directors have taken on record the declaration and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same and is of the opinion that they fulfil the conditions specified in the Act and the Listing Regulations and that they are independent of the management.

TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS

The terms and conditions of appointment of Independent Directors have been disclosed on the website of the Company www.vishwasagriseeds.com.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Companys procedures and practices.

The Company endeavors, through presentations at regular intervals to familiarize the Independent Directors with the strategy, operations and functioning of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors to the best of its knowledge and ability, confirm that: (a) In the preparation of the annual accounts for the financial year ended on March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2025 and of the profit of the Company for that period; (c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) They have prepared the annual accounts on a going concern basis; (e) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and (f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDIT COMMITTEE

The Audit Committee has been constituted by the Board in compliance with the requirements of Section 177 of the Companies Act, 2013. The Audit Committee has been reconstituted on 04^th July, 2025. The board of directors has entrusted the Audit Committee with the responsibility to supervise these processes and ensure accurate and timely disclosures that maintain the transparency, integrity and quality of financial control and reporting. The Company Secretary acts as the Secretary to the Committee. The internal auditor reports functionally to the Audit Committee. The Chief Financial Officer of the Company also attends the meetings as invitee.

Composition of Audit Committee:

Sr. No.	Name of Director	Designation	Nature of
			Directorship
1.	Mr. Aniket Yagneshkumar	Chairperson	Non-Executive
	Makani*		Independent
			Director
2.	Mr. Ashokbhai Shibabhai	Member	Managing Director
	Gajera
3.	Mr. Rasiklal Naranbhai	Member	Non-Executive
	Gajera*		Independent
			Director
4	Mr. Sanjay Harsukhbhai	Chairperson	Non-Executive
	Kachhadiya*		Independent
			Director
5	Ms. Dinkal Rahul	Member	Non-Executive
	Pansuriya*		Independent
			Director

*Mr. Sanjay Harsukhbhai Kachhadiya and Ms. Dinkal Rahul Pansuriya resigned w.e.f. June 12, 2025 and Mr. Aniket Yagneshkumar Makani and Mr. Rasiklal Naranbhai Gajera were appointed w.e.f. July 04, 2025.

Audit Committee Meeting

Proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. During the financial year, the Meetings of Audit committee were held in following manner:

Date of Meeting			Name of Director
		Ashokbhai	*Sanjay	*Dinkal Rahul
		Shibabhai	Harsukhbhai	Pansuriya
		Gajera	Kachhadiya
30/05/2024		Yes	Yes	Yes
05/09/2024		Yes	Yes	Yes
14/11/2024		Yes	Yes	Yes
24/02/2025		Yes	Yes	Yes
No. of Audit Committee		04/04	04/04	04/04
Meetings	attended
during the year

* Mr. Sanjay Harsukhbhai Kachhadiya and Ms. Dinkal Rahul Pansuriya have tendered their resignations from their positions as Directors of the Company and have simultaneously stepped down from the Audit Committee, with effect from June 12, 2025. Mr. Aniket Yagneshkumar Makani and Mr. Rasiklal Naranbhai Gajera were appointed w.e.f. July 04, 2025.

Financial Reporting and Related Processes:

? Oversight of the Companys financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public. ? Reviewing with the Management, Audited Annual Financial Statements and

Auditors Report thereon before submission to the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and reasons for the same, major accounting estimates based on exercise of judgment by the Management, significant adjustments made in the Financial Statements and / or recommendation, if any, made by the Statutory Auditors in this regard.

? Review the Management Discussion & Analysis of financial and operational performance.

? Discuss with the Statutory Auditors its judgment about the quality and appropriateness of the Companys accounting principles with reference to the

Accounting Standard (AS).

All the Members of the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls. The board of directors has accepted all recommendations of the Audit Committee during the year.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee (NRC) consist majority of Independent Directors. The Nomination and Remuneration Committee has been reconstituted by the Board on 04^th July, 2025 in compliance with the requirements of Section 178 of the Companies Act, 2013. The board of directors has entrusted the Nomination and Remuneration Committee with the responsibility to formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel.

Composition of Nomination and Remuneration Committee:

Sr. No.	Name of Director	Designation	Nature of
			Directorship
1.	Mr. Aniket Yagneshkumar	Chairperson	Non-Executive
	Makani*		Independent
			Director
2.	Mr. Bharatbhai Shibabhai	Member	Non-Executive
	Gajera		Director
3.	Mr. Rasiklal Naranbhai	Member	Non-Executive
	Gajera*		Independent
			Director
4	Mr. Sanjay Harsukhbhai	Chairperson	Non-Executive
	Kachhadiya*		Independent
			Director
5	Ms. Dinkal Rahul Pansuriya*	Member	Non-Executive
			Independent
			Director

*Mr. Sanjay Harsukhbhai Kachhadiya and Ms. Dinkal Rahul Pansuriya resigned w.e.f. June 12, 2025 and Mr. Aniket Yagneshkumar Makani and Mr. Rasiklal Naranbhai Gajera were appointed w.e.f. July 04, 2025.

Nomination and Remuneration Committee Meeting:

Proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. During the financial year, the Meetings of Nomination and Remuneration Committee were held in following manner:

Date of Meeting			Name of Director
		Bharatbhai	*Sanjay	*Dinkal Rahul
		Shibabhai	Harsukhbhai	Pansuriya
		Gajera	Kachhadiya
30/05/2024		Yes	Yes	Yes
05/09/2024		Yes	Yes	Yes
24/02/2025		Yes	Yes	IGHT>Yes
No. of Nomination	&	03/03	03/03	03/03
Remuneration
Committee	Meetings
attended during the year

* Mr. Sanjay Harsukhbhai Kachhadiya and Ms. Dinkal Rahul Pansuriya have tendered their resignations from their positions as Directors of the Company and have simultaneously stepped down from the Nomination and Remuneration Committee, with effect from June 12, 2025. Mr. Aniket Yagneshkumar Makani and Mr. Rasiklal Naranbhai Gajera appointed w.e.f. July 04, 2025.

The terms of reference of the Committee inter alia, include the following:

? Succession planning of the Board of Directors and Senior Management Employees; ? Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid down criteria; ? Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions; ? Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration; ? Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee ("SRC") considers and resolves the grievances of our shareholders, including complaints relating to non-receipt of annual report, transfer and transmission of securities, non-receipt of dividends/interests and such other grievances as may be raised by the security holders from time to time.

Composition of Stakeholders Relationship Committee:

Sr. No.	Name of Director	Designation	Nature of
			Directorship
1.	Mr. Rasiklal Naranbhai	Chairperson	Non-Executive
	Gajera*		Independent
			Director
2.	Mr. Bharatbhai Shibabhai	Member	Non-Executive
	Gajera		Director
3.	Mr. Aniket Yagneshkumar	Member	Non-Executive
	Makani (Member)*		Independent
			Director
4	Mr. Sanjay Harsukhbhai	Member	Non-Executive
	Kachhadiya*		Independent
			Director
5	Ms. Dinkal Rahul Pansuriya*	Chairperson	Non-Executive
			Independent
			Director

*Mr. Sanjay Harsukhbhai Kachhadiya and Ms. Dinkal Rahul Pansuriya resigned w.e.f. June 12, 2025 and Mr. Aniket Yagneshkumar Makani and Mr. Rasiklal Naranbhai Gajera were appointed w.e.f. July 04, 2025.

Stakeholders Relationship Committee Meeting:

The Stakeholders Relationship Committee of the Company met four times in a year and in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. During the financial year, the Meetings of Stakeholders Relationship Committee was held in following manner:

Date of Meeting		Name of Director
	Bharatbhai	*Sanjay	*Dinkal Rahul
	Shibabhai	Harsukhbhai	Pansuriya
	Gajera	Kachhadiya
20/04/2024	Yes	Yes	Yes
17/07/2024	Yes	Yes	Yes
16/10/2024	Yes	Yes	Yes
21/01/2025	Yes	Yes	Yes
No. of Stakeholders	04/04	04/04	04/04
Relationship Committee
Meetings attended
during the year

* Mr. Sanjay Harsukhbhai Kachhadiya and Ms. Dinkal Rahul Pansuriya have tendered their resignations from their positions as Directors of the Company and have simultaneously stepped down from the Stakeholders Relationship Committee, with effect from June 12, 2025. Mr. Aniket Yagneshkumar Makani and Mr. Rasiklal Naranbhai Gajera appointed w.e.f. July 04, 2025

The terms of reference of the Committee are:

? Transfer/transmission of shares/debentures and such other securities as may be issued by the Company from time to time; ? Issue of duplicate share certificates for shares/debentures and other securities reported lost, defaced or destroyed, as per the laid down procedure; ? Issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates / certificates relating to other securities; ? To approve and monitor dematerialization of shares / debentures / other securities and all matters incidental or related thereto; ? To authorize the Company Secretary and Head of Compliance / other Officers of the Share Department to attend to matters relating to non-receipt of annual reports, notices, non-receipt of declared dividend / interest, change of address for correspondence etc. and to monitor action taken;

? Monitoring expeditious redressal of investors / stakeholders grievances;

? All other matters incidental or related to shares, debenture.

During the year, the Company has given disclosure for Investor Complaints of last four quarters on Stock Exchange and no complaints were received from shareholders. There are no balance complaints. The Company had no share transfers pending as on March 31, 2025. Ms. Hirvi Harsh Shah, Company Secretary of the Company is the Compliance Officer.

CORPORATE SOCIAL RESPONSIBILITY

The Companys Corporate Social Responsibility (CSR) initiatives are driven by the objective of enhancing the quality of life within communities while creating long-term value for all stakeholders. The CSR Policy outlines a well-defined framework to guide the planning, execution, and oversight of CSR activities. Key highlights of the Policy are provided in the Annual Report on CSR activities, annexed to the Boards Report as Annexure V.

During the year under review, the Company carried out CSR initiatives in the fields of healthcare, education, and community development, with a strong emphasis on promoting well-being and fostering sustainable growth in underserved communities. The Board confirms that the CSR expenditure during the year has been applied in accordance with the recommendations of the CSR Committee and duly approved by the Board. The Company remains committed to conducting its business with responsibility, integrity, and ethical consideration in all its interactions with stakeholders - including employees, communities, customers, and the environment. At Vishwas, corporate responsibility is regarded as a cornerstone of sustainable business growth. The CSR Committee further affirms that the implementation and monitoring of CSR activities during the year were undertaken in strict adherence to the Companys CSR Policy and in compliance with the applicable provisions of the Companies Act, 2013.

The terms of reference of Corporate Social Responsibility Committee shall, inter-alia, include the following:

? To formulate and recommend to the Board, a corporate social responsibility policy which will indicate the activities to be undertaken by the Company in accordance with Schedule VII of the Companies Act, 2013; ? To review and recommend the amount of expenditure to be incurred on the activities to be undertaken by the Company; ? To monitor the corporate social responsibility policy of the Company from time to time; ? Any other matter as the Corporate Social Responsibility Committee may deem appropriate after approval of the Board of Directors or as may be directed by the Board of Directors from time to time pursuant to the provisions of Section 135 of the Companies Act and rules in relation thereto, as amended from time to time.

Composition of CSR Committee

Sr. No.	Name of Director	Designation	Nature of
			Directorship
1.	Mr. Rasiklal Naranbhai	Chairperson	Non-Executive
	Gajera*		Independent
			Director
2.	Mr. Ashok Shibabhai Gajera	Member	Managing Director
3.	Mr. Aniket Yagneshkumar	Member	Non-Executive
	Makani*		Independent
			Director
4	Mr. Sanjay Harsukhbhai	Member	Non-Executive
	Kachhadiya*		Independent
			Director
5	Ms. Dinkal Rahul Pansuriya*	Chairperson	Non-Executive
			Independent
			Director

*Mr. Sanjay Harsukhbhai Kachhadiya and Ms. Dinkal Rahul Pansuriya resigned w.e.f. June 12, 2025 and Mr. Aniket Yagneshkumar Makani and Mr. Rasiklal Naranbhai Gajera were appointed w.e.f. July 04, 2025.

CSR Committee Meeting

The CSR Committee of the Company shall meet at least once in a year and in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. During the financial year, the Meeting of CSR Committee was held in following manner:

Date of Meeting			Name of Director
		*Dinkal Rahul	*Sanjay	Ashok Shibabhai
		Pansuriya	Harsukhbhai	Gajera
			Kachhadiya
24/02/2025		Yes	Yes	Yes
No. of CSR Committee		01/01	01/01	01/01
Meetings	attended
during the year

* Mr. Sanjay Harsukhbhai Kachhadiya and Ms. Dinkal Rahul Pansuriya have tendered their resignations from their positions as Directors of the Company and have simultaneously stepped down from the Corporate Social Responsibility Committee, with effect from June 12, 2025. Mr. Aniket Yagneshkumar Makani and Mr. Rasiklal Naranbhai Gajera were appointed w.e.f. July 04, 2025.

DETAILS OF FRAUD REPORTING BY AUDITOR

During the year under review, there were no frauds reported by the auditors to the Board under section 143(12) of the Companies Act, 2013.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Company has formed Nomination and Remuneration Committee in terms of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations which has framed Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other Employees which sets out criteria for the remuneration of Directors, Key Managerial Personal (‘KMP) and other employees so as to attract, retain and reward talent who will contribute to our long-term success and thereby build value for the shareholders. The Committee reviews and recommend to the Board of Directors about remuneration for Directors and Key Managerial Personnel and other employee up to one level below of Key Managerial Personnel. The Company does not pay any remuneration to the Independent Directors of the Company other than sitting fee for attending the Meetings of the Board of Directors and Committees of the Board. Remuneration to Non-Independent Directors is governed under the relevant provisions of the Act and approvals. The Company has devised the Nomination and Remuneration Policy for the appointment, re-appointment and remuneration of Directors, Key Managerial. The Nomination and Remuneration Policy is also available on the website of the Company https://www.vishwasagriseeds.com/investors.html in the head of Policies. For Board of Directors and Senior Management Group, the Board of Directors of the Company has laid down a code of conduct for all the Board Members and Senior Management Group of the Company. The main object of the Code is to set a benchmark for the Companys commitment to values and ethical business conduct and practices. Its purpose is to conduct the business of the Company in accordance with its value systems, fair and ethical practices, applicable laws, rules and regulations. Further, the Code provides for the highest standard of professional integrity while discharging the duties and to promote and demonstrate professionalism in the Company. Commitment to ethical professional conduct is a must for every employee, including Board members and senior management personnel of the company. The duties of Directors including duties as an Independent Director as laid down in the Act also forms part of the Code of Conduct. All Board members and senior management personnel affirm compliance with the Code of Conduct annually. A declaration signed by the Chairman & Managing Director to this effect is attached as a part of this Annual Report. The code of conduct is also available on the website of the Company www.vishwasagriseeds.com.

CODE FOR PREVENTION OF INSIDER TRADING

In accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has in place the following: - ? Code of Conduct for Prevention of Insider Trading and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI). ? Policy and procedures for inquiry in case of leak of UPSI/ suspected leak of UPSI. All compliances relating to Code of Conduct for Prevention of Insider Trading which includes maintenance of structural digital data base (SDD) are being managed through a software installed by the Company in-house including maintenance structural digital data base (SDD). This code lays down guidelines advising the designated employees and other connected persons, on procedures to be followed and disclosures to be made by them while dealing with the shares of the company, and while handling any unpublished price sensitive information. The code of conduct to regulate, monitor and report trading by insiders is also available on the website of the Company www.vishwasagriseeds.com.

VIGIL MECHANISM AND WHISTLE BLOWING POLICY

The Company has put in place a Vigil Mechanism / Whistle-Blower Policy in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations. The policy reflects the Companys commitment to uphold the highest standards of professional integrity, ethical conduct, and transparency in all aspects of its operations. The Vigil Mechanism provides a secure and confidential channel for directors and employees to report genuine concerns regarding unethical behavior, suspected fraud, violation of the Companys Code of Conduct, or any other matter covered under the scope of the policy. The mechanism includes adequate safeguards against victimization of whistle-blowers who raise such concerns in good faith. It also enables direct access to the Chairperson of the Audit Committee, in appropriate or exceptional cases. The Company affirms that no individual has been denied access to the Audit Committee under this mechanism during the year under review. The Compliance Officer, along with the Audit Committee, is designated to receive and handle all complaints reported under the policy. An update on the functioning of the Vigil Mechanism is presented annually to the Board. The Whistle-Blower Policy is available on the Companys website at www.vishwasagriseeds.com. The policy assures full protection to whistle-blowers and enforces zero-tolerance approach to retaliation or any form of unfair treatment against individuals reporting concerns under the mechanism.

Further, during the year under review, the Company did not receive any complaint related to fraud, misfeasance, or any reportable unethical practices. The Whistle-Blower Policy has also been amended to include procedures for reporting and investigating leakage of Unpublished Price Sensitive Information (UPSI), thereby reinforcing compliance with SEBI (Prohibition of Insider Trading) Regulations.

BOARD EVALUATION

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter alia, the criteria for performance evaluation of the entire Board of the Company, its committees and individual directors, including Independent Directors. The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors. The Board sought the feedback of Directors on various parameters including: ? Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.); ? Structure, composition, and role clarity of the Board and Committees; ? Extent of co-ordination and cohesiveness between the Board and its Committees; ? Effectiveness of the deliberations and process management; ? Board/Committee culture and dynamics; and ? Quality of relationship between Board Members and the Management. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 05, 2017. The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole. In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was discussed.

The evaluation process endorsed the Board Members confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management, and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties. The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc. Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board by way of individual feedback from directors. The evaluation frameworks were the following key areas:

For Non-Executive & Independent Directors:

? Knowledge

? Professional Conduct

? Comply with Secretarial Standard issued by ICSI Duties, ? Role and functions

For Executive Directors:

? Performance as leader

? Evaluating Business Opportunity and analysis of Risk Reward Scenarios ? Key set investment goal ? Professional conduct and integrity ? Sharing of information with Board ? Adherence applicable government law

RISK MANAGEMENT POLICY

The Company has a well-defined Risk Management Policy in place, which is reviewed periodically to identify, assess and mitigate potential threats as well as to evaluate opportunities that may impact the achievement of its overall objectives. The Policy provides a structured framework for categorization of risks, identifying their underlying causes, assessing their impact, and implementing appropriate treatment and control measures. The Policy is also available on our website at www.vishwasagriseeds.com. The Audit Committee, along with the Board, periodically reviews the adequacy and effectiveness of the Risk Management framework, the key risks associated with the business, and the steps undertaken by the management to mitigate and monitor such risks.

As part of the Risk Management Policy, specific focus is placed on parameters relating to environmental protection, operational safety, and the health and well-being of employees, particularly those engaged in the food value chain. These aspects are continuously monitored to ensure sustainable and responsible business practices.

COMPLIANCE TO SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013 READ WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) RULES, 2013.

The Company follows a zero-tolerance policy towards sexual harassment at workplace and has established a robust mechanism for its prevention, prohibition, and redressal in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the

Rules framed thereunder.

The Company is committed to providing a work environment that ensures equal opportunities to all employees irrespective of race, caste, religion, sex, colour, nationality, disability, or any other status, and to treating all employees with dignity and respect. It is our endeavour to create and maintain a workplace free from any form of harassment whether physical, verbal, or psychological. The policy covers all categories of employees including permanent, contractual, temporary, and trainees. In compliance with the POSH Act, the Company has adopted an Anti-Sexual Harassment Policy and constituted an Internal Complaints Committee (ICC) at the workplace to address any complaints of sexual harassment in a fair, transparent, and time-bound manner. The ICC is empowered to conduct inquiries, recommend appropriate action, and ensure strict confidentiality throughout the process. During the financial year 2024-25, the Company has not received any complaints of sexual harassment. Consequently, no complaints were pending for resolution as at the end of the financial year.

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT, 1961

The Company has complied with all the provisions of the Maternity Benefit Act, 1961. The 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.

AUDITORS AND AUDITORS REPORT Statutory Auditors and their Report:

In the 11^th Annual General Meeting (AGM) held on September 30, 2023 M/s. S V J K and Associates, Chartered Accountants, (Firm Registration Number 135182W), were appointed as statutory auditors of the Company to hold office for a term of 5 (five) consecutive years until the conclusion of the Annual General Meeting of the Company in the year 2028. The Company has received letter from M/s S V J K and Associates, Chartered Accountants, to the effect that their appointments, if made would be within the prescribed limits of Section 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act, 2013. M/s. S V J K and Associates, Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2024-25, which forms part of the Annual Report 2024-25. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in the Audit Reports issued by them which call for any explanation/comment from the Board of Directors.

Internal Auditor:

In terms of Section 138 of the Companies Act, 2013, M/s. Chehul Panchal & Associates, Chartered Accountants (FRN:152502W) has been appointed on 24^th May, 2025 as the internal auditor of the company for the Financial Year 2024-25 and continues until resolved further. Internal Auditor is appointed by the Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the Internal Audit of the Company, to the Audit Committee on a half yearly basis. The scope of internal audit is approved by the Audit Committee. Secretarial Auditor:

Pursuant to Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. G R Shah & Associates, Practicing Company Secretaries as Secretarial Auditor of the Company for the financial year ended on March 31, 2025. The Secretarial Audit Report submitted by them for the said financial year in the prescribed Form MR-3 pursuant to the provisions of Section 204 of the Act is annexed as Annexure II to this report. The report of the Secretarial auditor does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Records and Cost Audit:

The provisions relating to maintenance of cost records as specified by the Central Government under sub section 1 of section 148 of the Companies Act, 2013, are not applicable to the Company and accordingly such accounts and records are not required to be maintained.

The business activity of company does not fall under rule 3 of The Companies (Cost Records and Audit) Rules, 2014 and sub section 2 of section 148 of the Companies Act, 2013, are not applicable to the Company and accordingly company does not require to appoint of cost auditor.

SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively issued by the Institute of Company Secretaries of India (‘ICSI) and approved by the Central Government under Section 118 (10) of the Act for the Financial Year ended 2024-25.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company as on 31st March, 2025 is available on the Companys website and can be accessed at www.vishwasagriseeds.com.

CORPORATE GOVERNANCE REPORT

The Equity Shares of the Company are listed on the SME platform (NSE-emerge) of NSE Limited. Pursuant to Regulation 15(2) SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliance with the Corporate Governance provision as specified in Regulation 17 to 27 and clause (b) to (i) of sub regulations (2) of regulation 46 and par as C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 shall not apply.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) read with Schedule V Part B of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") is annexed herewith as Annexure I. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENT

The Company has not advanced any loan, made any investment and provided security or guarantee under Section 186 of the Companies Act, 2013 during the year under review.

LOANS FROM DIRECTOR/ RELATIVE OF DIRECTOR

The balances of monies accepted by the Company from Directors/ relatives of Directors at the beginning of the year were 12.08/- (in Lakhs) and at the close of year was NIL.

The Funds has been given out of Directors own Funds and is not being given out of funds acquired by borrowing from others.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered during the financial year ended on 31^st March, 2025 were on an arms length basis and in the ordinary course of business and is in compliance with the applicable provisions of the Act. There were Related Party Transactions made by the Company during the year that required shareholders approval.

The Company has entered into related party transactions which fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC 2 are given in Annexure III of this Director Report for the F.Y 2024-25.

The Company has adopted a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions which is uploaded on the website of the Company www.vishwasagriseeds.com.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has established a robust and well-integrated internal control system designed to align its business operations, financial reporting, risk management, fraud prevention, and regulatory compliance. This system serves as a backbone for ensuring operational efficiency, accuracy in financial statements, safeguarding of assets, and adherence to the Companys internal policies and applicable legal frameworks. An effective internal control framework is uniformly implemented across the organisation, providing reasonable assurance that transactions are executed in accordance with managements authorisation and are duly recorded to permit the preparation of reliable financial statements. These controls also serve to ensure that the Companys assets are adequately protected against unauthorised use or disposition. To further strengthen governance, the internal control system is regularly supplemented by comprehensive internal audits, periodic management reviews, and detailed standard operating procedures (SOPs). Internal Audit is carried out by an independent team and covers a wide range of business areas based on risk-based audit planning. This planning takes into consideration factors such as inherent risk assessment, control effectiveness, impact and probability of risk occurrence, and overall significance to business operations. The Internal Audit Reports, along with managements responses, are presented periodically to the Audit Committee for their review and guidance. The Audit Committee plays a key role in overseeing the internal control and audit functions, ensuring that the system remains robust and responsive to emerging risks.

Through continuous improvements, training, automation, and oversight, the Company remains committed to maintaining a strong internal control environment that supports the achievement of its strategic, operational, and compliance objectives.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:

1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year:

Name	Ratio	to	median	%	increase	in
	remuneration			remuneration in
				the financial year
Mr. Ashokbhai Shibabhai		2.29			-
Gajera
Mr. Dineshbhai		2.29			-
Madhabhai Suvagiya
Mr Bharatbhai Shibabhai		2.29			-
Gajera
Ms. Karina Deepakbhai		0.32			-
Chandwani

2. The percentage increase in the median remuneration of employees in the financial year: (20.33) %

3. The number of permanent employees on the rolls of Company: 68

4. Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average percentage increase in the salary of employees other than the managerial personnel in the last financial year is 31.24% in comparison with Managerial remuneration increased by Nil Increment has been decided basis individual performance, internal parity and market competitiveness.

5. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms that the remuneration is as per the remuneration policy of the Company. The statement containing names of top five employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable to the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in Annexure IV to this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS

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.

INVESTOR GRIEVANCE REDRESSAL

During the financial year 2024-25, there were no complaints received from the investors. The designated email id for Investor complaint is cs@vishwasagriseeds.com. SEBI processes investor complaints in a centralized web-based complaints redressal system i.e. SCORES. Through this system a shareholder can lodge complaint against a company for his grievance.

INDUSTRIAL RELATIONS

The Directors are pleased to report that the relations between the employees and the management continued to remain cordial during the year under review. The Company continued its thrust on Human Resources Development.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report pursuant to Regulation 34(2) (f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company for the financial year ended on 31st March, 2025.

INSOLVENCY AND BANKRUPTCY CODE

The Company has not made any application or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the Financial Year and hence not being commented upon.

ACKNOWLEDGMENTS

The Board of Directors wishes to place on record its sincere appreciation for the continued support, guidance, and cooperation extended by various stakeholders during the financial year. The Board gratefully acknowledges the assistance received from the regulatory authorities, stock exchange, financial institutions, banks, business associates, customers, vendors, and shareholders. Their trust and support have been instrumental in the Companys progress and success. The Board also extends its heartfelt appreciation to all employees for their dedicated service, professionalism, and unwavering commitment, which have been critical to the Companys sustained performance and growth. The Board looks forward to the continued support and goodwill of all stakeholders in the years to come.