Vishwas Agri Seeds Ltd Directors Report

<dhhead>Boards Report </dhhead>

Dear Members,

The Directors have pleasure to present their 14th 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, 2026.

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 2025-26	Financial Year 2024-25
Revenue from operations (Net)	11,357.77	10,228.18
Other income	25.77	101.84
Total Revenue	11,383.54	10330.02
Profit/loss before depreciation, Finance, Costs, Exceptional items and Tax Expense	886.02	1479.49
Less: Depreciation expense	211.89	237.21
Profit/loss before Finance, Costs, Exceptional items and Tax Expense	674.13	1242.28
Less: Finance costs	377.66	363.58
Profit/Loss before Exceptional Items, Extraordinary Items and Tax Expense	296.47	878.70
Less: Exceptional Items	0	0
Profit/Loss before Extraordinary Items	296.47	878.70
Less: Extraordinary Items	0	0
Profit/ (Loss) before tax	296.47	878.70
Less: Tax expense:
(a) Current tax expense	83.08	218.72
(b) Deferred tax	(0.81)	(10.82)
Profit / (Loss) for the year	214.20	670.80

During the year under review on the basis of Financial Statement the Companys revenue from operations during the financial year ended 31st March, 2026 were Rs. 11,357.77/- (in lakhs) as against Rs. 10,228.18/- (in lakhs) of the previous year representing Increase of approximately about 11.04% over the corresponding period of the previous year with total expenses of Rs. 11,087.07/- (in lakhs) {previous year of Rs. 9,451.32/- (in lakhs)}.

The company has made profit before Exceptional Items of Rs. 296.47/- (in lakhs) as against profit of Rs. 878.70/- (in lakhs) in the previous year. The Company has made Net Profit of Rs. 214.20/- (in lakhs) as against Rs. 670.80/- (in lakhs) of the previous year.

The EPS of the Company for the year 2025-26 is Rs. 2.14/-.

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 2025-26.

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, there was no change in the Authorized Share Capital or Paid- up Share Capital of the Company, and the same remained unchanged as at March 31, 2026.

Authorized Share Capital:

The Authorized Share Capital of the Company as on 31st March, 2026 stood at Rs. 10,00,00,000/- (Rupees Ten Crore Only) divided into 1,00,00,000 (One Crore) Equity Shares of Rs. 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, 2026 stood at Rs. 10,00,00,000/- (Rupees Ten Crore Only) comprising of 1,00,00,000 (One Crore) equity shares of Rs. 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 No. SEBI/HO/49/ 14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, 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, 2026.

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

			(Rs. In Lakhs)
Mode of Raising Funds	Objects	Amount Allocated	Amount utilized as on March 31, 2026
Initial Public Offer	Furnish the Corporate Office Building	208.74	208.74
	Set-up Greenhouse (Fan- Pad System)	16.41	16.41
	Install Roof Top Solar Monocrystalline Panels (129.6KW)	35.00	35.00
	Additional Working Capital Requirement	1599.85	1599.85
	General Corporate Purpose	530.00	530.00
Total		2390.00	2390.00

During the year under review, the Company varied the objects of the Issue by reallocating the unutilised IPO proceeds of Rs. 499.85 lakhs, originally earmarked towards capital expenditure comprising furnishing of the Corporate Office building, purchase of equipment for setting up the Seed Testing Laboratory, establishment of a Greenhouse (Fan-Pad System), and installation of Rooftop Solar Monocrystalline Panels (129.6 KW), towards meeting the additional working capital requirements of the Company. The said variation in the objects of the Issue was approved by the Members of the Company by way of a Special Resolution passed through Postal Ballot (remote e-voting) on 24th September, 2025, pursuant to the Postal Ballot Notice dated 23rd August, 2025.

STATE OF COMPANY AFFAIRS

During the year under review, company made Total Income of Rs. 11,383.54/- (in Lakhs) as against Rs. 10,330.02/- (in Lakhs) in the previous year. The company has made Profit before depreciation, Finance, Costs, Exceptional items and Tax Expense of Rs. 886.02/- (in Lakhs) as against profit of Rs. 1479.49/- (in Lakhs) in the previous year in the financial statement.

The Company made net profit of Rs. 214.20/- (in Lakhs) as against Rs. 670.80/- (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, 2026. 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 Gajera	06503966	Managing Director
2. Mr. Bharatbhai Shibabhai Gajera	10165735	Non-Executive Director
3. Mr. Aniket Yagneshkumar Makani	11183913	Non-Executive Independent Director
4. Mr. Rasiklal Naranbhai Gajera	11183521	Non-Executive Independent Director
5. Ms. Nirali Ashokbhai Gajera	11274059	Non-Executive Director

Appointment/ Re-Appointment:

During the year under review, the Company has appointed Mr. Aniket Yagneshkumar Makani (DIN: 11183913) and Mr. Rasiklal Naranbhai Gajera (DIN: 11183521) were appointed as an Additional Non-Executive (Independent) Directors with effect from July 04, 2025. Their appointments were subsequently approved by the Members by way of Special Resolution at the Annual General Meeting held on September 30, 2025.

Ms. Nirali Ashokbhai Gajera (DIN: 11274059) was appointed as an Additional Non-Executive (Non-Independent) Director with effect from September 05, 2025, and her appointment was subsequently approved by the Members at the Annual General Meeting held on September 30, 2025.

Further, Ms. Hirvi Harsh Shah was appointed as the Company Secretary and Compliance Officer with effect from July 15, 2025, while Mr. Maheshbhai Shibabhai Gajera was appointed as the 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. Ashokbhai Shibabhai Gajera (DIN: 06503966) 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, 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 resignations from the position of Non-Executive (Independent) Directors of the Company with effect from June 12, 2025.

Ms. Karina Deepakbhai Chandwani resigned from the position of Company Secretary and Compliance Officer of the Company with effect from April 22, 2025.

The Board placed on record its appreciation for the valuable contributions and services rendered by them during their respective tenures with the Company.

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 twelve 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 Meeting	Name of the Directors
	Ashokbhai Shibabhai Gajera	*Dineshbhai Madhabhai Suvagiya	Bharatbhai Shibabhai Gajera	*Sanjay Harsukhbhai Kachhadiya	*Dinkal Rahul Pansuriya	Aniket Yagnesh kumar Makani	Rasiklal Naranbhai Gajera	Nirali Ashokbhai Gajera
28.04.2025	Yes	Yes	Yes	Yes	Yes	NA	NA	NA
02.05.2025	Yes	Yes	Yes	Yes	Yes	NA	NA	NA
24.05.2025	Yes	Yes	Yes	Yes	Yes	NA	NA	NA
12.06.2025	Yes	NA	Yes	NA	NA	NA	NA	NA
04.07.2025	Yes	NA	Yes	NA	NA	NA	NA	NA
15.07.2025	Yes	NA	Yes	NA	NA	Yes	Yes	NA
23.08.2025	Yes	NA	Yes	NA	NA	Yes	Yes	NA
05.09.2025	Yes	NA	Yes	NA	NA	Yes	Yes	NA
14.11.2025	Yes	NA	Yes	NA	NA	Yes	Yes	Yes
09.02.2026	Yes	NA	Yes	NA	NA	Yes	Yes	No
26.02.2026	Yes	NA	Yes	NA	NA	Yes	Yes	No
16.03.2026	Yes	NA	Yes	NA	NA	Yes	Yes	Yes
No of Board Meeting attended	12/12	03/03	12/12	03/03	03/03	07/07	07/07	02/04

*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, except for the postal ballot conducted on September 24, 2025.

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 NonIndependent Directors and members of Management. During the financial year, the Meetings of Independent Directors was held on March 16, 2026 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, 2026, 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, 2026 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 04th 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 Makani*	Chairperson	Non-Executive Independent Director
2. Mr. Ashokbhai Shibabhai Gajera	Member	Managing Director
3. Mr. Rasiklal Naranbhai Gajera*	Member	Non-Executive Independent Director
4 Mr. Sanjay Harsukhbhai Kachhadiya*	Chairperson	Non-Executive 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.

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 Shibabhai Gajera	*Sanjay Harsukhbh ai Kachhadiya	*Dinkal Rahul Pansuriya	*Aniket Yagneshku mar Makani	*Rasiklal Naranbhai Gajera
24.05.2025	Yes	Yes	Yes	NA	NA
12.06.2025	Yes	Yes	Yes	NA	NA
23.08.2025	Yes	NA	NA	Yes	Yes
05.09.2025	Yes	NA	NA	Yes	Yes
14.11.2025	Yes	NA	NA	Yes	Yes
09.02.2026	Yes	NA	NA	Yes	Yes
No. of Audit Committee Meetings attended during the year	06/06	02/02	02/02	04/04	04/04

? 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 04th 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 Makani*	Chairperson	Non-Executive Independent Director
2. Mr. Bharatbhai Shibabhai Gajera	Member	Non-Executive Director
3. Mr. Rasiklal Naranbhai Gajera*	Member	Non-Executive Independent Director
4 Mr. Sanjay Harsukhbhai Kachhadiya*	Chairperson	Non-Executive 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 Shibabhai Gajera	*Sanjay Harsukhbhai Kachhadiya	*Dinkal Rahul Pansuriya	*Aniket Yagneshkumar Makani	*Rasiklal Naranbhai Gajera
24.05.2025	Yes	Yes	Yes	NA	NA
12.06.2025	Yes	Yes	Yes	NA	NA
15.07.2025	Yes	NA	NA	Yes	Yes
23.08.2025	Yes	NA	NA	Yes	Yes
09.02.2026	Yes	NA	NA	Yes	Yes
No. of Nomination & Remuneration Committee Meetings attended during the year	05/05	02/02	02/02	03/03	03/03

? 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 the 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 Gajera*	Chairperson	Non-Executive Independent Director
2. Mr. Bharatbhai Shibabhai Gajera	Member	Non-Executive Director
3. Mr. Aniket Yagneshkumar Makani (Member)*	Member	Non-Executive Independent Director
4 Mr. Sanjay Harsukhbhai Kachhadiya*	Member	Non-Executive 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 Shibabhai Gajera	*Sanjay Harsukhbh ai Kachhadiya	*Dinkal Rahul Pansuriya	*Aniket Yagneshku mar Makani	*Rasiklal Naranbhai Gajera
25.04.2025	Yes	Yes	Yes	NA	NA
15.07.2025	Yes	NA	NA	Yes	Yes
24.10.2025	Yes	NA	NA	Yes	Yes
16.01.2026	Yes	NA	NA	Yes	Yes
No. of Stakeholders Relationship Committee Meetings attended during the year	04/04	01/01	01/01	03/03	03/03

? 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;

? 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, nonreceipt 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, 2026.

Ms. Hirvi Harsh Shah, Company Secretary of the Company is the Compliance Officer.

CORPORATE SOCIAL RESPONSIBILITY

The Company continues to recognise Corporate Social Responsibility (CSR) as an integral part of its commitment towards inclusive and sustainable development. The Companys CSR Policy provides a structured framework for the planning, implementation and monitoring of CSR initiatives in accordance with the applicable provisions of the Companies Act, 2013.

During the year under review, the Company made contributions towards promoting education and employment opportunities, with the objective of supporting skill development, enhancing employability and contributing to the overall socio-economic development of the community. The Board confirms that the CSR expenditure incurred during the year was made in accordance with the recommendations of the CSR Committee and duly approved by the Board.

The Company remains committed to conducting its business in a responsible, ethical and sustainable manner and to contributing meaningfully towards the well-being and development of society. Through its CSR initiatives, the Company endeavours to create a positive and sustainable impact on the communities in which it operates.

The CSR Committee further confirms that the implementation and monitoring of CSR activities during the year were carried out in accordance with the Companys CSR Policy and in compliance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

The details of the CSR initiatives undertaken during the financial year, including the expenditure incurred thereon and other particulars as prescribed under the applicable provisions of the Companies Act, 2013, are set out in the Annual Report on CSR Activities annexed to this Boards Report as Annexure V.

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 Gajera*	Chairperson	Non-Executive Independent Director
2. Mr. Ashok Shibabhai Gajera	Member	Managing Director
3. Mr. Aniket Yagneshkumar Makani*	Member	Non-Executive Independent Director
4 Mr. Sanjay Harsukhbhai Kachhadiya*	Member	Non-Executive 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.

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 Meetings of CSR Committee was held in following manner:

Date of Meeting	Name of Director
	*Dinkal Rahul Pansuriya	*Sanjay Harsukhbh ai Kachhadiya	*Rasiklal Naranbhai Gajera	*Aniket Yagneshku mar Makani	Ashok Shibabhai Gajera
16.03.2026	NA	NA	Yes	Yes	NA
No. of CSR Committee Meetings attended during the year	NA	NA	01/01	01/01	01/01

* 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 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 constituted a Nomination and Remuneration Committee in accordance with the provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The Committee has formulated and recommended to the Board a Nomination and Remuneration Policy covering the criteria for determining the qualifications, positive attributes and independence of Directors, remuneration of Directors, Key Managerial Personnel ("KMP") and other employees, and matters relating to appointment, performance evaluation and succession, as applicable.

The Nomination and Remuneration Committee, inter alia, identifies persons qualified to become Directors and members of Senior Management, evaluates the balance of skills, knowledge and experience on the Board, recommends their appointment and removal to the Board and recommends the remuneration payable to Directors, KMP and other employees in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations. The Committee also oversees the evaluation of the performance of the Board, its Rs.Committees and individual Directors in accordance with the applicable statutory “requirements.

The Company has adopted a Nomination and Remuneration Policy with the objective of ensuring an appropriate balance of skills, experience, qualifications and diversity on the Board and attracting, retaining and motivating competent professionals who contribute to the Companys long-term growth and sustainable value creation. The Policy is available on the Companys website at https://www.vishwasagriseeds.com/investors.html. under the "Policies" section.

The Company does not pay any remuneration to its Independent Directors, except sitting fees for attending meetings of the Board of Directors and Committees thereof, in accordance with the applicable provisions of the Companies Act, 2013 and the Companys Policy. The remuneration payable to Non-Executive Directors, Executive Directors and KMP is governed by the applicable provisions of the Companies Act, 2013, the SEBI Listing Regulations, the Companys Nomination and Remuneration Policy and the requisite approvals, wherever applicable.

The Company has adopted a Code of Conduct for the Board of Directors and Senior Management with a view to establishing high standards of ethical conduct, professional integrity and responsible business practices. The Code provides a framework for conducting the Companys business in accordance with its values, applicable laws, rules and regulations and the highest standards of integrity and professionalism.

The Code of Conduct is applicable to all members of the Board of Directors and Senior Management Personnel of the Company and requires them to act in the best interests of the Company and its stakeholders while maintaining high standards of professional and ethical conduct. The duties and responsibilities prescribed for Directors, including the duties applicable to Independent Directors under the Companies Act, 2013, are also duly considered as part of the Companys governance framework.

All members of the Board of Directors and Senior Management Personnel have affirmed their compliance with the Code of Conduct for the financial year under review. A declaration to this effect, duly signed by the Chairman & Managing Director, forms part of this Annual Report.

The Code of Conduct is also available on the Companys website at 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 Database (SDD) are being managed through a software installed by the Company in-house including maintenance Structural Digital Database (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 established a Vigil Mechanism / Whistle-Blower Policy in accordance with the provisions of Section 177(9) and 177(10) of the Companies Act, 2013, read with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The Policy is aimed at fostering a culture of transparency, accountability, ethical conduct and professional integrity across the organisation.

The Vigil Mechanism provides a secure and confidential channel for Directors and employees to report genuine concerns relating to unethical behaviour, actual or suspected fraud, violation of the Companys Code of Conduct or ethics policy, and other matters covered under the Policy. The mechanism provides adequate safeguards against victimisation of persons who use the mechanism in good faith and provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases, in accordance with the applicable statutory requirements.

The Audit Committee oversees the functioning of the Vigil Mechanism and reviews the complaints and concerns reported under the Policy, as applicable. The Company confirms that no personnel was denied access to the Audit Committee during the year under review. This disclosure is also in line with the corporate governance disclosure requirements applicable to listed entities.

During the year under review, the Company did not receive any complaint relating to fraud, misfeasance, unethical conduct or other reportable matters under the Vigil Mechanism/ Whistle-Blower Policy.

Further, during the year under review, the Company strengthened its Whistle-Blower Policy by incorporating provisions and procedures for reporting and addressing instances involving leakage or suspected leakage of Unpublished Price Sensitive Information ("UPSI"), thereby reinforcing the Companys framework for compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 and its internal code and procedures for prevention of insider trading.

The Vigil Mechanism /Whistle-Blower Policy is available on the Companys website at www.vishwasagriseeds.com.

BOARD EVALUATION

Pursuant to the applicable provisions of the Companies Act, 2013, including Section 134(3) (p), Section 178 and Schedule IV thereto, read with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company has put in place a formal mechanism for annual performance evaluation of the Board of Directors, its Committees, the Chairperson and individual Directors, including Independent Directors.

The Nomination and Remuneration Committee has prescribed the criteria and methodology for evaluation of the performance of the Board, its Committees and individual Directors. The evaluation process was undertaken through a structured framework covering various aspects of Board effectiveness, including Board composition and diversity, knowledge, skills and experience, effectiveness of deliberations, strategic oversight, participation and contribution at meetings, quality and timeliness of information provided to the Board, corporate governance practices, risk oversight, fulfilment of fiduciary responsibilities and the overall effectiveness of the Board and its Committees. The evaluation framework has also been guided by the SEBI Guidance Note on Board Evaluation dated January 05, 2017.

The performance evaluation of the Board as a whole, its Committees and individual Directors was carried out in accordance with the formal evaluation mechanism adopted by the Company. The Nomination and Remuneration Committee reviewed the performance of the Directors and the Board, while the Independent Directors, in accordance with the applicable provisions of the Companies Act, 2013 and Schedule IV thereto, evaluated the performance of the Chairperson, Non-Independent Directors and the Board as a whole.

Further, in accordance with Regulation 17(10) of the SEBI Listing Regulations, the performance of the Independent Directors was evaluated by the entire Board, covering their performance and fulfilment of the criteria of independence and their independence from the management. The Directors who were subject to evaluation did not participate in such evaluation.

The evaluation process covered, inter alia, the following key parameters:

For the Board as a whole:

• Effectiveness of the Boards composition, structure and diversity;

• Appropriate mix of knowledge, skills, experience and competencies;

• Effectiveness of Board deliberations and decision-making;

• Quality and timeliness of information provided to the Board;

• Effectiveness of strategic oversight and monitoring of business performance;

• Oversight of risk management, internal controls and corporate governance;

• Effectiveness of interaction and coordination between the Board and its Committees; and

• Overall fulfilment of the Boards responsibilities towards the Company and its stakeholders.

• Appropriate composition and diversity;

• Effectiveness in discharging the functions and responsibilities assigned to them;

• Adequacy and timeliness of information provided to the Committees;

• Quality of deliberations and recommendations made to the Board;

• Coordination with the Board and other Committees; and

• Compliance with the terms of reference and applicable statutory requirements.

For Non-Executive and Independent Directors:

• Knowledge, skills and professional experience;

• Participation and contribution at Board and Committee meetings;

• Understanding of the Companys business and operating environment;

• Independent judgement and objectivity;

• Adherence to ethical standards and professional conduct;

• Ability to raise constructive questions and provide objective guidance;

• Compliance with the duties, responsibilities and obligations prescribed under applicable laws, including the Companies Act, 2013 and the SEBI Listing Regulations; and

• Fulfilment of the applicable criteria of independence.

For Executive Directors:

• Leadership and strategic direction;

• Achievement of business and operational objectives;

• Evaluation and management of business opportunities and associated risks;

• Financial and operational performance;

• Contribution to long-term growth and value creation;

• Professional conduct, integrity and adherence to applicable laws;

• Quality of interaction and communication with the Board; and

• Timely and adequate sharing of relevant information with the Board.

Based on the evaluation undertaken during the year, the Board was satisfied with the overall performance and effectiveness of the Board, its committees and individual Directors.

The Board is of the view that the evaluation process provides a structured mechanism for assessing the effectiveness of the Board and its Committees and contributes to continuous improvement in the Companys governance practices.

RISK MANAGEMENT POLICY

The Company has established a comprehensive Risk Management framework designed to identify, assess, monitor and mitigate various risks that may affect the achievement of its business objectives and long-term growth. The framework provides a structured approach for identifying and categorising key risks, assessing their potential impact and likelihood and implementing appropriate mitigation measures and internal controls.

The Companys Risk Management Policy sets out the broad principles and processes for identification, assessment, monitoring and mitigation of risks. The Policy is reviewed periodically to ensure that it remains aligned with the Companys business environment, strategic objectives and applicable regulatory requirements. The Risk Management Policy is available on the Companys website at www.vishwasagriseeds.com.

The Audit Committee within the scope of its responsibilities also reviews the risk management systems and significant risks faced by the Company and monitors the measures undertaken by the Management for their mitigation.

The Companys risk management framework encompasses various operational, financial, strategic, regulatory, market and other business-related risks relevant to its operations. The Management continuously monitors these risks and takes appropriate measures to minimise their potential impact while also identifying opportunities that may contribute to the Companys sustainable growth.

The Company also remains committed to responsible and sustainable business practices, with due consideration to environmental protection, operational safety and the health and wellbeing of its employees.

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 2025-26, 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 11th 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 to be held 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 2025-26, which forms part of the Annual Report 2025-26. 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:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, M/s. Chehul Panchal & Associates, Chartered Accountants (FRN: 152502W) was appointed as the Internal Auditor of the Company by the Board of Directors at its meeting held on May 30, 2026, for the Financial Year 2025-26 and Financial Year 2026-27, based on the recommendation of the Audit Committee.

The Internal Auditor conducts the internal audit of the Company in accordance with the scope approved by the Audit Committee and periodically reports its findings and observations to the Audit Committee. The Internal Audit reports are placed before the Audit Committee for its review and consideration, along with the managements responses and corrective actions, wherever applicable.

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, 2026. 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 the maintenance of cost records under Section 148(1) of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, are not applicable to the Company, as the Companys activities do not fall within the classes of companies or activities specified under the said Rules. Accordingly, the Company is not required to maintain cost records as prescribed under Section 148(1) of the Companies Act, 2013.

Further, the provisions relating to cost audit under Section 148(2) of the Companies Act, 2013 are also not applicable to the Company. Accordingly, the Company is not required to appoint a Cost Auditor for the financial year under review.

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 2025-26.

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, 2026 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 of the National Stock Exchange of India Limited (NSE Emerge).

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the compliance with the corporate governance provisions specified under Regulations 17 to 27, except Regulation 23(9), clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Paragraphs C, D and E of Schedule V of the SEBI Listing Regulations is not applicable to a listed entity which has listed its specified securities on the SME Exchange.

Accordingly, the provisions relating to submission of a Corporate Governance Report under Regulation 27(2) and other corporate governance requirements specified under the aforesaid provisions are not applicable to the Company by virtue of its listing on the SME Platform.

However, the requirements relating to disclosure of related party transactions under Regulation 23(9) of the SEBI Listing Regulations are applicable to the Company and the Company has complied with the applicable requirements in this regard.

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, GUARANTEES OR INVESTMENTS

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 was NIL and at the close of year was NIL.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered during the financial year ended on 31st March, 2026 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 falls 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 2025-26.

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 an adequate internal control framework commensurate with the size, scale and complexity of its operations. The internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting, safeguarding of assets, prevention and detection of frauds and errors, operational efficiency, compliance with applicable laws and regulations and adherence to the Companys policies and procedures.

The Companys internal financial controls with reference to financial statements are designed to ensure that transactions are authorised, recorded accurately and in a timely manner and that the financial statements are prepared on a reliable basis in accordance with the applicable accounting principles. The controls also provide for appropriate safeguarding of the Companys assets and prevention of their unauthorised use or disposition.

The internal control framework is supported by documented policies and procedures, defined authority levels, segregation of duties, management reviews and internal audit mechanisms as appropriate to the Companys operations. The Companys internal controls are periodically reviewed to assess their effectiveness and to identify areas requiring strengthening or improvement.

The Internal Auditor conducts internal audits based on an approved scope and risk-based approach covering relevant operational and financial areas of the Company. The Internal Audit Reports, together with the observations of the Management and corrective measures, wherever applicable are placed before the Audit Committee for its review and consideration. The Audit Committee periodically reviews the adequacy and effectiveness of the Companys internal control systems and monitors the implementation of corrective and remedial measures.

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 remuneration	% increase in remuneration in the financial year
Mr. Ashokbhai Shibabhai Gajera	2.41	-
*Mr. Dineshbhai Madhabhai Suvagiya	0.40	-
Mr Bharatbhai Shibabhai Gajera	2.41	-
*Mr. Maheshbhai Shibabhai Gajera	1.44	-
*Ms. Hirvi Harsh Shah	0.22	-
_Rs.*Ms. Karina Deepakbhai Chandwani	0.03	-

* Mr. Dineshbhai Madhabhai Suvagiya (DIN: 06503976) resigned from the position of executive director of the Company with effect from June 12, 2025.

Ms. Hirvi Harsh Shah was appointed 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.

Ms. Karina Deepakbhai Chandwani resigned from the position of Company secretary and compliance officer of the company with effect from April 22, 2025.

2. The percentage increase in the median remuneration of employees in the financial year: (5.14) %.

3. The number of permanent employees on the rolls of Company: 37

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 (64.85) % in comparison with Managerial remuneration increased by (8.72) %. The decrease in the average salary of employees other than managerial personnel is primarily attributable to changes in the employee strength and composition during the financial year, including the rationalisation of manpower in line with the Companys operational requirements.

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 2025-26, 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, 2026.

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.

Date: September 05, 2026	By Order of the Board of Directors
Place: Bavla	For Vishwas Agri Seeds Limited
	Sd/-	Sd/-
	Ashokbhai Shibabhai Gajera	Bharatbhai Shibabhai Gajera
	DIN: 06503966	DIN: 10165735
	Managing Director	Director
Registered Office: Near Toll Tax, S. No. 460, Gangad Road,
Bhayla, Ahmedabad, Bavla-382220, Gujarat