Vishwas Agri Seeds Ltd Directors Report

Dear Members,

The Directors have pleasure to present their 12^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, 2024.

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 2023-24	Financial Year 2022-23
Revenue from operations (Net)	7,477.12	6,254.06
Other income	9.47	1.46
Total Revenue	7,486.60	6,255.51
Profit/loss before depreciation,	1,163.27	810.65
Finance, Costs, Exceptional items and Tax Expense
Less: Depreciation expense	129.28	10.14
Profit/loss before Finance,	1,033.99	800.51
Costs, Exceptional items and
Tax Expense
Less: Finance costs	227.56	76.91
Profit/Loss before Exceptional	806.43	723.60
Items, Extraordinary Items and
Tax Expense
Less: Exceptional Items	0	0
Profit/Loss before Extraordinary	806.43	723.60
Items
Less: Extraordinary Items	0	0
Profit/ (Loss) before tax	806.43	723.60
Less: Tax expense:
(a) Current tax expense	210.44	182.21
(b) Deferred tax	(5.45)	(0.37)
Profit / (Loss) for the year	601.45	541.76

During the year under review on the basis of Financial Statement the Companys revenue from operations during the financial year ended 31^st March, 2024 were 7,477.12/- (in lakhs) as against 6,254.06/- (in lakhs) of the previous year representing Increase of approximately about 19.55% over the corresponding period of the previous year with total expenses of 6,680.16/- (in lakhs) {previous year of 5,531.91/- (in lakhs)}. The company has made profit before Exceptional Items of 806.43/- (in lakhs) as against profit of 723.60/- (in lakhs) in the previous year. The Company has made Net Profit of 601.45/- (in lakhs) as against 541.76/- (in lakhs) of the previous year representing increase of approximately about 11% over the corresponding period of the previous year. The EPS of the Company for the year 2023-24 is 8.55/-.

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 2023-24. 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 made changes in the paid-up share capital as on 31^st March, 2024.The details of the same are mentioned below:

Authorized Share Capital:

The Authorized Share Capital of the Company as on 31st March, 2024 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, 2024 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).

Initial Public Offer (IPO):

During the year under review, the Company has successfully completed the Initial Public Offer (IPO). The offer to the public consisted of fresh issue of shares to the tune of 30,00,000 equity shares. The public issue was opened on March 21, 2024 and closed on March 26, 2024 for Retail Individual Investor and Non-Institutional Investor and Market Maker. The Company raised Rs. 2580/- lakhs through IPO wherein 30,00,000 equity shares of Rs. 10/- each at a premium of Rs. 76/- per share was offered to the public for subscription. The issue was oversubscribed by 12 times. The equity shares of the company got listed on 01^st April, 2024 on the SME Platform of National Stock Exchange of India Limited viz., NSE Emerge.

Proceeds from Initial Public Offering

The Company had raised funds through Initial Public Offer (IPO) during March 2024 where the equity shares are listed on SME Platform of National Stock Exchange of India Ltd. The proceeds of aforesaid issue is being utilized, for the purpose for which it was raised by the Company in accordance with the terms of the issue. The details of the proceeds of the Fresh Issue are set forth below:

Particulars	Amount (in Lakhs)
Gross Proceeds of the Issue	2580/-
(less) Issue related Expenses	190/-
Net Proceeds of the Issue	2390/-

There was no deviation(s) or variation(s) in the utilization of public issue proceeds from the objects as stated in the prospectus dated March 14, 2024. The change in paid-up share capital during the year was as under:

(in Lakhs)

Particulars	No. of Securities Allotted	Cumulative Share Capital	Paid-up
Capital at the beginning of the year i.e. on April 01, 2023	-	700.00
Allotment of 30,00,000 equity shares of Rs. 10/- each fully paid up pursuant to Initial Public Offer (IPO) on 27th March, 2024	30.00	300.00
Capital at present	-	1000.00

ALTERATION OF MEMORANDUM OF ASSOCIATION

The name clause of the Memorandum of Association has been altered due to conversion of company from private limited to public limited i.e., "VISHWAS AGRI SEEDS PRIVATE LIMITED" to "VISHWAS AGRI SEEDS LIMITED" vide Special Resolution passed at the Extra-Ordinary General Meeting held on 26^th June, 2023 and fresh certificate of incorporation pursuant to conversion was issued on 07^th July, 2023 by Registrar of Companies. Further the company has made alteration in Clause 3(a) of the Memorandum of Association of the Company by inserting sub- clause (2) after existing sub-clause (1) vide Special Resolution passed at the Extra-Ordinary General Meeting held on 01^st August, 2023.

ALTERATION OF ARTICLES OF ASSOCIATION

The Company has adopted new sets of the Article of the Association in due compliance with Conversion of Private Limited Company into Public Limited Company vide Special Resolution passed at the Extra – Ordinary General Meeting held on 26^th June, 2023 and fresh certificate of incorporation pursuant to conversion was issued on 07^th July, 2023 by Registrar of Companies.

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. CIR/CFD /CMD1/162/2019 dated December 24, 2019, 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, 2024.

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

(Rs. In Lakhs)

Mode of Objects	Amount Allocated	Amount utilized
Raising		as on March 31,
Funds		2024
Initial Public Furnish the Corporate	400.00	0
Offer Office building
Purchase of Equipment for setting up Seed	150.00	0
Testing laboratory
Set-up Greenhouse (Fan- Pad System)	150.00	0
Install Roof Top Solar Monocrystalline Panels (129.6KW)	60.00	25.00
Additional Working Capital Requirement	1100.00	1100.00
General Corporate Purpose	530.00	530.00
Issue Related Expenses	190.00	190.00

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.

STATE OF COMPANY AFFAIRS

During the year under review, company made Total Income of 7,486.60/- (in Lakhs) as against 6,254.06/- (in Lakhs) in the previous year. The company has made Profit before depreciation, Finance, Costs, Exceptional items and Tax Expense of 1163.27/- (in Lakhs) as against profit of 810.65/- (in Lakhs) in the previous year in the financial statement. The Company made net profit of 601.45/- (in Lakhs) as against 541.76/- (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

The Shares of the Company were listed on National Stock Exchange of India Limited, (SME Platform) on 01^st April, 2024. The Company has paid requisite annual listing fees to National Stock Exchange of India Limited (NSE).

REGISTRAR AND TRANSFER AGENT (RTA)

During the year as part of listing, the Company appointed Bigshare Services Private Limited as its RTA. As required under Regulation 7(3) of the Listing Regulations, the Company files, on annual basis, certificate issued by RTA and compliance officer of the Company certifying that all activities in relation to share transfer facility are maintained by RTA registered with SEBI. 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, 2024. 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. Dineshbhai Madhabhai Suvagiya	06503976	Executive Director
3. Mr. Bharatbhai Shibabhai Gajera	10165735	Non-Executive Director Non- Independent Director
4. Ms. Dinkal Rahul Pansuriya	10343120	Non-Executive Independent Director
5. Mr. Sanjay Harsukhbhai Kachhadiya	07902820	Non-Executive Independent Director

Appointment/ Re-Appointment:

During the year under review, the Company Mr. Bharatbhai Shibabhai Gajera (DIN: 10165735) was appointed as Additional Director on 18^th May, 2023. He was regularized as executive director on the Board of Directors of the company on 30^th September, 2023. The Company appointed Mr. Sanjay Harsukhbhai Kachhadiya (DIN: 07902820) and Ms. Dinkal Rahul Pansuriya (DIN: 10343120) as Additional Independent Director on 04^th December, 2023. Mr. Ashokbhai Shibabhai Gajera (DIN: 06503966) was also appointed as Managing Director on 04^th December, 2023. Further Mr. Dineshbhai Madhabhai Suvagiya was appointed as Chief Financial Officer on 04^th December, 2023. Our Company has appointed Ms. Karina Deepakbhai Chandwani as Company Secretary and Compliance Officer of the Company on 14^th December, 2023. During the year under review, Ms. Dinkal Rahul Pansuriya (DIN: 10343120) and Mr. Sanjay Harsukhbhai Kachhadiya (DIN: 07902820) has been regularized as Independent Director vide Special Resolution passed at the Extra Ordinary General Meeting held on 20^th December, 2023.

Retire by Rotation

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Dineshbhai Madhabhai Suvagiya (DIN: 06503976) 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.

Independent Directors

Ms. Dinkal Rahul Pansuriya (DIN: 10343120), holds office as a Non-Executive Independent Director of the Company with effect from 04^th December, 2023 for the period of 5 years who is not liable for retire by rotation. Mr. Sanjay Harsukhbhai Kachhadiya (DIN: 07902820), holds office as a Non-Executive Independent Director of the Company with effect from 04^th December, 2023 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. Dineshbhai Madhabhai Suvagiya	Director & Chief Financial Officer
Ms. Karina Deepakbhai Chandwani	Company Secretary and Compliance Officer

Number of Meetings of the Board

The Board of Directors duly met Twenty-Three 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
10/04/2023	Yes	Yes	NA	NA	NA
18/05/2023	Yes	Yes	NA	NA	NA
26/05/2023	Yes	Yes	Yes	NA	NA
22/06/2023	Yes	Yes	Yes	NA	NA
25/06/2023	Yes	Yes	Yes	NA	NA
01/07/2023	Yes	Yes	Yes	NA	NA
25/07/2023	Yes	Yes	Yes	NA	NA
02/08/2023	Yes	Yes	Yes	NA	NA
04/08/2023	Yes	Yes	Yes	NA	NA
05/09/2023	Yes	Yes	Yes	NA	NA
21/09/2023	Yes	Yes	Yes	NA	NA
25/09/2023	Yes	Yes	Yes	NA	NA
26/09/2023	Yes	Yes	Yes	NA	NA
10/10/2023	Yes	Yes	Yes	NA	NA
19/10/2023	Yes	Yes	Yes	NA	NA
18/11/2023	Yes	Yes	Yes	NA	NA
04/12/2023	Yes	Yes	Yes	NA	NA
14/12/2023	Yes	Yes	Yes	Yes	Yes
01/01/2024	Yes	Yes	Yes	Yes	Yes
05/03/2024	Yes	Yes	Yes	Yes	Yes
07/03/2024	Yes	Yes	Yes	Yes	Yes
13/03/2024	Yes	Yes	Yes	Yes	Yes
27/03/2024	Yes	Yes	Yes	Yes	Yes
No of Board Meeting attended	23/23	23/23	21/21	06/06	06/06

** During the year under review Five Extra Ordinary General Meeting were held on 10^th April, 2023, 26^th June, 2023, 01^st August, 2023, 09^th August, 2023 and 20^th December, 2023.

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 27^th March, 2024 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 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, 2024, 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, 2024 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 was constituted vide Board resolution dated December 14, 2023 pursuant to Section 177 of the Companies Act, 2013. 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. Sanjay Harsukhbhai Kachhadiya	Chairman	Non-Executive Independent Director
2. Mr. Ashokbhai Shibabhai Gajera	Member	Managing Director
3. Ms. Dinkal Rahul Pansuriya	Member	Non-Executive Independent Director

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 Harsukhbhai Kachhadiya	Dinkal Rahul Pansuriya
05/03/2024	Yes	Yes	Yes
27/03/2024	Yes	Yes	Yes
No. of Audit Committee Meetings attended during the year	02/02	02/02	02/02

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 constituted by the Board on December 14, 2023 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. Sanjay Harsukhbhai Kachhadiya	Chairman	Non-Executive Independent Director
2. Mr. Bharatbhai Shibabhai Gajera	Member	Non-Executive Director
3. Ms. Dinkal Rahul Pansuriya	Member	Non-Executive Independent Director

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
05/03/2024	Yes	Yes	Yes
27/03/2024	Yes	Yes	Yes
No. of Nomination & Remuneration Committee Meetings attended during the year	02/02	02/02	02/02

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. Ms. Dinkal Rahul Pansuriya	Chairman	Non-Executive Independent Director
2. Mr. Bharatbhai Shibabhai Gajera	Member	Non-Executive Director
3. Mr. Sanjay Harsukhbhai Kachhadiya	Member	Non-Executive Independent Director

Stakeholders Relationship Committee Meeting:

The Stakeholders Relationship Committee of the Company met 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 Stakeholders Relationship Committee was held in following manner:

Date of Meeting	Name of Director
	Bharatbhai Shibabhai Gajera	Sanjay Harsukhbhai Kachhadiya	Dinkal Rahul Pansuriya
27/03/2024	Yes	Yes	Yes
No. of Stakeholders Relationship Committee Meetings attended during the year	01/01	01/01	01/01

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 one quarter 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, 2024. Ms. Karina Deepak Chandwani, Company Secretary of the Company is the Compliance Officer.

CORPORATE SOCIAL RESPONSIBILITY

The objective of the Companys Corporate Social Responsibility (CSR) initiatives is to improve the quality of life of communities through long-term value creation for all stakeholders. The Companys CSR policy provides guidelines to conduct CSR activities of the Company. The salient features of the Policy forms part of the Annual Report on CSR activities annexed to the Boards Report as Annexure V. The Directors of the Company have certified that CSR funds so disbursed for the projects have been utilized for the purposes and in the manner as recommended by the CSR Committee which approved by the Board.

The Company recognizes its obligations to act responsibly, ethically and with integrity in its dealings with employees, community, customers and the environment as a whole. At Vishwas, we know that corporate responsibility is essential to our current and future success as a business. The Company believes it has the greatest opportunity to drive values through CSR initiatives in areas pertaining to Health, Education, Environmental sustainability, Rural development and has committed to improving the quality of life in communities in many years. The CSR Committee confirms that the implementation and monitoring of the CSR Policy, is in compliance with CSR objectives and Policy of the Company.

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. Ms. Dinkal Rahul Pansuriya	Chairman	Non-Executive Independent Director
2. Mr. Ashok Shibabhai Gajera	Member	Managing Director
3. Mr. Sanjay Harsukhbhai Kachhadiya	Member	Non-Executive Independent Director

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 Meetings of CSR Committee was held in following manner:

Date of Meeting	Name of Director
	Dinkal Rahul Pansuriya	Sanjay Harsukhbhai Kachhadiya	Ashok Shibabhai Gajera
27/03/2024	Yes	Yes	Yes
No. of CSR Committee Meetings attended during the year	01/01	01/01	01/01

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 established a Vigil Mechanism/ Whistle-blower policy in accordance with the provisions of the Companies Act, 2013 and the Listing Regulations. The Company is committed to principles of professional integrity and ethical behavior in the conduct of its affairs. The Whistle-blower Policy provides for adequate safeguards against victimization of director(s) / employee(s) who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee to report actual or suspected unethical behavior, fraud or violation of the Companys Code of Conduct/ ethics/ principles and matters specified in the Policy. The Company affirms that in compliance with the Whistle-Blower Policy/ Vigil Mechanism no personnel has been denied access to the Audit Committee. The Compliance officer and Audit Committee is mandated to receive the complaints under this policy. The Board on a yearly basis is presented an update on the whistleblower policy. Whistle Blower policy is available on the website of the Company at www.vishwasagriseeds.com. The Policy ensures complete protection to the whistle-blower and follows a zero-tolerance approach to retaliation or unfair treatment against the whistle-blower and all others who report any concern under this Policy. During the year under review, the Company did not receive any complaint of any fraud, misfeasance etc. The Companys Whistle Blower Policy (Vigil Mechanism) has also been amended to make employees aware of the existence of policies and procedures for inquiry in case of leakage of Unpublished Price Sensitive Information to enable them to report on leakages, if any of such information.

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 well laid out risk management policy, which periodically assess the threats and opportunities that will impact the objectives set for the Company as a whole. The policy is designed to provide the categorization of risks into threats and its causes, impact, treatment and control measures which is also available on our website www.vishwasagriseeds.com. The Audit Committee also reviews the adequacy of the risk management framework of the Company, the key risks associated with the business and measure and steps in place to minimize the same. As a part of the Risk Management

Policy, the relevant parameters for protection of environment, safety of operations and health of people at work especially those working in food value chain are monitored regularly.

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 has zero tolerance for sexual harassment at workplace and has a mechanism in place for prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company is committed to provide equal opportunities without regard to their race, caste, sex, religion, colour, nationality, disability, etc. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. All employees (permanent, contractual, temporary, trainees) are covered. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment at workplace. During the year under review, Company has not received any complaints on sexual harassment and hence there are no complaints pending as on the end of the Financial Year 2023-24 on sexual harassment.

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 2023-24, which forms part of the Annual Report 2023-24. 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 30^th May, 2024 as the internal auditor of the company for the Financial Year 2023-24 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, 2024. 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 2023-24.

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 31^st March, 2024 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 67.69/- (in Lakhs) and at the close of year was 12.08/- (in Lakhs). 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, 2024 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 2023-24. 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 put in place an effective internal control system to synchronise its business processes, operations, financial reporting, fraud control, and compliance with extant regulatory guidelines and compliance parameters. The Company ensures that a standard and effective internal control framework operates throughout the organisation, providing assurance about the safekeeping of the assets and the execution of transactions as per the authorisation in compliance with the internal control policies of the Company. The internal control system is supplemented by extensive internal audits, regular reviews by the management, and guidelines that ensure the reliability of financial and all other records. The management periodically reviews the framework, efficacy, and operating effectiveness of the Internal Financial Controls of the Company. The Internal Audit reports are periodically reviewed by the Audit Committee. The Company has, in material respects, adequate internal financial control over financial reporting, and such controls are operating effectively. Internal Audits are carried out to review the adequacy of the internal control systems and compliance with policies and procedures. Internal Audit areas are planned based on inherent risk assessment, risk score, and other factors such as probability, impact, significance, and strength of the control environment. Its adequacy was assessed, and the operating effectiveness was also tested.

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	Managing Director	182.42
Mr. Dineshbhai Madhabhai Suvagiya	Chief Financial Officer	182.42
Mr. Bharatbhai Shibabhai Gajera	Non-Executive Director	159.62
Ms. Karina Deepakbhai Chandwani	Company Secretary & Compliance Officer	7.37

2. The percentage increase in the median remuneration of employees in the financial year: 727.27%

3. The number of permanent employees on the rolls of Company: 45

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 6.56% 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 2023-24, 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, 2024.

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 would like to express their sincere appreciation for the assistance and cooperation received from the government and regulatory authorities, stock exchange, financial institutions, banks, business associates, customers, vendors, members, for their co-operation and support and looks forward to their continued support in future.

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company.

Date: 05-09-2024	By Order of the Board of Directors
Place: Bavla	For, Vishwas Agri Seeds Limited

 

Sd/-	Sd/-
Ashokbhai Shibabhai Gajera	Dineshbhai Madhabhai Suvagiya
DIN: 06503966	DIN: 06503976
Managing Director	Director & CFO
Registered Office: Near Toll Tax, S. No. 460, Gangad Road,
Bhayla, Ahmedabad, Bavla-382220, Gujarat