డైరెక్టర్ల నివేదిక Continental Seeds and Chemicals Ltd.

Mar 31, 2025

The Directors of the Company have pleasure in presenting the 41^st Annual Report and Audited Statement of Accounts for the financial year ended 31^st March, 2025.

1. FINANCIAL HIGHLIGHTS

Financial results of your Company for the year ended 31^st March, 2025 are summarized below.

		(Rs. in lakhs)
PARTICULARS	2024-25	2023-24
Sales and Services	9075.01	9,767.91
Other Income	77.50	119.83
Total Revenue	9152.50	9,887.74
Total Expenditure	9085.59	10,125.07
Profit before Tax	219.78	79.88
Less: Tax Expenses
Current Tax	41.25	25.49
MAT credit utilized	-	-
Net current tax	-	-
Earlier year Tax adjustment	-	-
Deferred Tax Assets	(4.00)	(12.22)
Profit/Loss After Tax	182.53	66.61
Add: Balance B/F from Previous year	263.39	225.18
Less: Issue of Bonus shares	-	-
Other adjustments	1.95	(28.40)
Balance Profit/(Loss) C/F to the next year	447.87	263.39

2. DIVIDEND

The Board of Directors do not recommend any dividend on Equity Share Capital for the year under review with a view to conserve resources and to plough back the profits for the Financial Year ended 31st March, 2025 and to strengthen the net working capital.

3. AUTHORIZED SHARE CAPITAL

During the financial year 2024-25, the Company increased its Authorised Share Capital from ?120 lakhs to ?220 lakhs, which consequently resulted in an increase in its Paid-up Share Capital

4. SHARE CAPITAL

The Paid-up Share Capital of the Company is Rs. 12.70 crore. During the financial year 2024-2025, the Company has issued equity shares pursuant to conversion of warrants, which has resulted in an increase in the paid-up share capital of the Company.

5. CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, there has been no change in the nature of business of the Company.

6. DEPOSITORY SYSTEM

All the 12702538 equity shares of the Company are in dematerialized form as on March 31, 2025. None of the share of Company is held in physical mode.

7. LISTING

The Company''s securities are listed on the following stock exchange

Name of Stock Exchange	Address	Scrip Code/Symbol
National Stock Exchange of India Limited (SME)	Exchange Plaza, C-1, Block-G, Bandra Kurla Complex, Bandra(E), Mumbai, Maharashtra-400051	CONTI

8. CHANGE IN REGISTERED OFFICE WITHIN STATE:

During the year, there was no change in the Registered Office of the Company.

9. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND No unclaimed amount is pending to transfer in investor education fund.

10. DETAILS OF SUBSIDIARIES JOINT VENTURE OR ASSOCIATES

During the year under review, the Company does not have any subsidiaries or joint ventures or associate companies as defined under Companies Act, 2013 therefore, no such information is required to be furnished.

11. DEPOSITS

Company accepted deposits in violation of Section 73 of the Companies Act 2013. This arose from delays in settling the underlying transactions; the sums were received in the ordinary course of business and there was no intent to raise deposits. The Company is reconciling and refunding/adjusting these balances, strengthening internal controls, and instituting regular reviews to prevent recurrence.

The Board confirms that corrective measures are underway and compliance with Section 73 and the Deposit Rules will be ensured going forward

12. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN 31ST MARCH, 2025 AND 02nd SEPTEMBER, 2025 (DATE OF THE DIRECTOR’S REPORT)

During the year under review and further in between 31st March, 2025 and 02, September, 2025, (Date of Director Report), there is no material changes which could affect the financial position of the company.

The other material announcements are also available on the website of the company at www.www.continentalseeds.co.in and on NSE at www.nseindia.com.

13. ANNUAL RETURN

The Annual Return of the company as on 31.03.2025 is available on the website of the company and can be accessed at www.continentalseeds.co.in.

14. DIRECTOR’S & KEY MANAGERIAL PERSONNEL

Pursuant to Section 152 of the Companies Act, 2013, Mr. Sachin Rastogi, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Change in Directors and Key Managerial Personnel

There was no change in composition of Directors or Key Managerial Personnel during the financial year 2024-2025.

15. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

The Company has received necessary declarations from Mr. Vivek Kumar Mathur, Mr. Gopal Krishan Sharma and Mr. Prashant Rastogi, Independent Directors of the Company, under section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence laid down in section 149(6) of the Companies Act, 2013 and regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

16. BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on Company / Business policy and strategy apart from other Board business. The notice of board/committee meetings containing detailed schedule, agenda and notes to agenda is circulated among board/committee members minimum seven days before the meeting to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the notice is sent on shorter period.

The Board of Directors duly met 8 (Eight) times during the financial year from 01.04.2024 to 31.03.2025. The dates on which the meetings were held are as follows:

S.No.	Types of Meeting	Date of Meeting
1.	Board Meeting	15/04/2025
2.	Board Meeting	29/05/2025
3.	Board Meeting	20/07/2025
4.	Board Meeting	06/09/2025
5.	Board Meeting	12/09/2024
6.	Board Meeting	06/11/2024
7.	Board Meeting	08/11/2024
8.	Board Meeting	01/02/2025

A. AUDIT COMMITTEE:

The Audit Committee comprises Mr. Sachin Rastogi Director of the Company, Mr. Gopal Krishan Sharma & Mr. Prashant Rastogi Independent Directors of the Company. All the recommendations made by the Audit Committee were accepted by the Board. The Committee duly met four times during the year and was attended by all the Committee Members. The details of the Audit Committee have outlined in the Corporate Governance Report, which forms part of this Report. The present composition of Audit Committee is as under:

Name of Directors	Designation
Mr. Prashant Rastogi	Chairman
Mr. Gopal Krishan Rastogi	Member
Mr. Sachin Rastogi	Member

Terms of Reference

The powers, role and terms of reference of the Audit Committee cover the areas contemplated under Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013, along with other terms as referred by the Board,.

1. To investigate any activity within its terms of reference.

2. To seek information from any employee.

3. To obtain outside legal or other professional advice.

4. To secure attendance of outsiders with relevant expertise, if considered necessary.

5. Oversight of the Company’s financial reporting process and disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

6. Recommending to the Board the appointment, re-appointment and,, if required,, the replacement or removal of the statutory auditor and fixation of audit fees.

7. Approval of payment to statutory auditors for any other services rend,ered by them.

Reviewing with the management the annual financial statements before submission to the Board for approval, with particular reference to:

a) Matters required to be included in the Director’s Responsibility Statement in term of Section 134(3)(c) of the Companies Act, 2013.

b) Changes, if any, in accounting policies and practices and the reasons for the same.

c) Major accounting entries involving estimates based on managements judgment.

d) Significant adjustments made in the financial statements arising out of audit findings.

e) Compliance with listing and other legal requirements relating to financial statements.

f) Disclosure of any related party transactions.

g) Qualifications in the draft audit report.

8. Reviewing with the management the quarterly financial statements before submission to the Board for approval.

9. Reviewing with the management the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), including funds utilized for purposes other than those stated in the offer d.ocument/prospectus/notice, and the report submitted by the monitoring agency.

10. Reviewing with the management the performance of statutory and internal auditors and adequacy of internal control systems.

11. Reviewing the ad.equacy of internal audit function, including the structure of the department, staffing, seniority of the head of department, reporting structure, coverage and frequency of internal audit.

12. Dscussion with internal auditors on any significant findings and follow-up thereon

13. Reviewing the findings of any internal investigations into suspected fraud or irregularity or failure of internal control systems of a material nature and reporting the matter to the Board,.

14. Dscussion with statutory auditors before the audit commences about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

15. To look into the reasons for substantial defaults in payment to depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

16. To review the functioning of the Whistle Blower mechanism.

17. Approval of appointment of CFO (i.e, the whole-time Finance Director or any other person heading the finance function) after assessing the candid,ate’s qualifications, experience and background.

18. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

19. Mand.atorily reviewing the following information:

a. Management discussion and analysis of financial condition and results of operations.

b. Statement of significant related party transactions, as submitted by management.

c. Management letters / letters of internal control weaknesses issued by statutory auditors.

d. Internal audit reports relating to internal control weaknesses.

e. Appointment, removal and terms of remuneration of the Chief Internal Auditor.

20. Reviewing the financial statements of subsidiary companies, if any.

21. Reviewing the composition of the Board of Directors of subsidiary companies, if any.

22. Reviewing the Vigil Mechanism (Whistle Blower) policy.

23. Reviewing on a quarterly basis the use/application of funds raised through an issue (public issues, rights issues, preferential issues, etc.) and on an annual basis statements prepared by the Company for funds utilized for purposes other than those stated in the offer document.

B. Additional Roles

In ad.dition to the above, the Audit Committee also carries out the following functions as delegated by the Board,:

• Overseeing the Company’s financial reporting process and disclosure of financial information to ensure correctness, sufficiency and credibility.

• Recommending the appointment/re-appointment of external and internal auditors, tax auditors, cost auditors, fixation of audit fees, internal audit fees, tax audit fees and approval of payment for any other services.

• Reviewing annual financial statements, half-yearly results, and reports before submission to the Board.

• Reviewing financial statements of investments made by unlisted subsidiary companies.

• Reviewing performance of external and internal auditors, and adequacy of internal control systems.

• Reviewing the adequacy of the internal audit function.

• Holding discussions with statutory auditors about nature and scope of audit and postaudit concerns.

• Approving appointment of Chief Financial Officer.

• Looking into reasons for substantial defaults in payments to depositors, debenture holders, sharehold,ers and creditors, if any.

• Reviewing the use/application of funds raised through Public/Rights/Preferential Issues, if any.

• Approval or modification of related party transactions.

• Reviewing and monitoring auditors’ independence, performance and effectiveness of audit process.

• Scrutiny of inter-corporate loans and investments.

• Reviewing the Company’s financial and risk management policies.

• Reviewing fndings of internal auditors and following up on corrective actions.

• Valuation of undertakings or assets of the Company, wherever necessary.

• Reviewing functioning of the Whistle Blower / Vigil Mechanism.

• Evaluation of internal financial controls and risk management systems.

The Audit Committee during the year has also approved the overall framework for Related Party Transactions (RPTs), the Policy on Dealing with RPTs, the Policy on Materiality of RPTs, and the criteria for granting omnibus approval, in line with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

B. NOMINATION & REMUNERATION POLICY AND PARTICULARS OF EMPLOYEES

The Nomination and remuneration Committee comprises Mr. Sachin Rastogi Director of the Company, Mr. Gopal Krishan Sharma & Mr. Prashant Rastogi Independent Directors of the Company. The Committee duly met 4 times during the year and attended by all the Committee Members. The salient features covered in the Remuneration Policy have outlined in the Corporate Governance Report, which forms part of this Report.

The present composition of Nomination and Remuneration Committee is as under:

Name of Directors	Designation
Mr. Prashant Rastogi	Chairman
Mr. Gopal Krishan Rastogi	Member
Mr. Praveen Rastogi	Member

The terms of reference of Nomination and Remuneration Committee are given below:

• The Nomination and Remuneration committee recommends to the board the compensation terms of the executive Directors.

• The committee to carry out evolution of every director’s performance and recommend to the board his/her appointment and removal based on the performance.

• The committee to identify persons who may be appointed in senior management in accordance with the criteria laid down.

• Framing and implementing on behalf of the Board and on behalf of the shareholders, a credible and transparent policy on remuneration of executive directors including ESOP Pension Rights and any compensation payment.

• Considering approving and recommending to the Board the changes in designation and increase in salary of the executive directors.

• Ensuring the remuneration policy is good enough to attract, retain and motivate directors.

• Bringing about objectivity in deeming the remuneration package while striking a balance between the interest of the Company and the shareholders.

17. EVALUATION OF BOARD PERFORMANCE

In terms of the provisions of the Companies Act, 2013 read with Rules issued there under and LODR, the Board of Director on recommendation of Nominations & Remuneration Committee have evaluated the effectiveness of the Board/Director(s) for financial year 2024-25.

18. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In accordance with Schedule IV of Companies Act, 2013 a separate meeting of the Independent Directors of the Company was held to;

I. Review the performance of non-independent Directors and the Board as a whole;

II. Review the performance of the Chairperson of the company taking into account

the views of executive Directors and Non-Executive Directors;

III. Assess 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.

19. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring the names of top ten employees in terms of remuneration drawn and the name of every employee, who if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and Twenty lakh rupees is set out in Annexure I to this Report and is available on the website of the Company.

20. POLICY ON DIRECTOR APPOINTMENT AND REMUNERATION

The Company’s policy on Directors’ appointment and remuneration including criteria

for determining qualifications, positive attributes, independence of a Director and other matters provided under section 178(3) of the Companies Act, 2013 is available on the website of the Company.

21. SECRETARIAL STANDARDS

The company complies with all the applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.

22. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31^st March, 2025, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) the Directors 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 as at 31^st March, 2025 and of the profit of the Company for the financial year ended 31^st March, 2025;

(c) the Directors 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) the Directors have prepared the annual accounts on a ‘going concern’ basis;

(e) the Directors have laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

23. AUDITORS STATUTORY AUDITORS

M/s. Ajai Shanker & Company, Chartered Accountants (Firm Registration No. 002707C), have been appointed as the Statutory Auditors of the Company in Board Meeting Dated 8^th November 2024 and EGM Dated 30^th November 2024 to hold office till the conclusion of the 41st Annual General Meeting for the financial year 1st April, 2024 to 31st March, 2025. The Auditors have furnished a certificate under Section 141 of the Companies Act, 2013, confirming their eligibility for appointment. The Committee also noted that the Companies Act, 2013 exempts the requirement of ratification of Auditors’ appointment at every Annual General Meeting.

STATUTORY AUDITORS’ REPORT

The Report of Auditors of the Company M/s. Ajai Shanker & Company, Chartered Accountants on the Audited Financial Statement of the Company for the year ended 31st March, 2025 forms part of this report. The Auditors Report contain qualified opinion on the standalone financial statement of the company. The Board’s explanation on the Auditors’ Qualification is as follow:

Report on Frauds U/S 143 (12) of the Act

The Auditors during the performance of their duties have not identified any offence of fraud committed by the Company or its officers or employees. Therefore, no frauds have been reported to the Central Government under Section 143 (12) of the Act.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, during the year under review the Board has Appointment of M/s M/s Geeta & Co, Chartered Accountant, as an Internal Auditors of the Company for the year ended 31st March, 2025 and 31st March 2026, to review various operations of the company.

COST AUDITOR

The Board of Directors, on the recommendation of the Audit Committee, has approved the appointment of M/s. P K & Associates, Cost Accountants (Firm Registration No. 001452) as the Cost Auditors of the Company to conduct the audit of the cost records maintained by the Company for the financial year ending March 31, 2025 as per the provisions of the section 148 of the Companies Act 2013.

24. ANNUAL SECRETARIAL COMPLIANCE REPORT

Your Company is listed on NSE EMERGE (SME) platform and in accordance with the Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the compliance with the provision as specified in regulations 17, 17A, 18, 19, 20,

21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 shall not apply on listed entity which has listed its specified securities on the SME Exchange.

Hence being an entity listed on SME Exchange, compliances under Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 are not applicable to the company.

25. CERTIFICATE FROM A COMPANY SECRETARY IN PRACTICE THAT NONE OF THE DIRECTORS ON THE BOARD OF THE COMPANY HAVE BEEN DEBARRED OR DISQUALIFIED FROM BEING APPOINTED OR CONTINUING AS DIRECTORS OF COMPANIES BY THE BOARD/MINISTRY OF CORPORATE AFFAIRS OR ANY SUCH STATUTORY AUTHORITY

As the Company is listed on NSE EMERGE (SME) platform and as per the Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the compliance with the provision as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 shall not apply on listed entity which has listed its specified securities on the SME Exchange.

Hence being an entity listed on SME Exchange, compliances under Regulation 34 Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 i.e. Certificate from Practicing Company Secretary, confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority, is not applicable to the company.

26. COMPLIANCE CERTIFICATE BY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER

The Managing Director and Chief Financial Officer of the Company give annual certification on financial reporting and internal controls to the Board in terms of Regulation 17(8) of the Listing Regulations, copy of which is attached to this Report as Annexure- II. The Managing Director and Chief Financial Officer also give half yearly certification on financial results while placing the financial results before the Board in terms of Regulation 33(2) of the Listing Regulations

27. CERTIFICATE FOR TRANSFER OF SHARES AND RECONCILIATION OF SHARE CAPITAL

Pursuant to Regulation 40(9) of Listing Regulations, certificates on half-yearly basis, have been issued by a Company Secretary-in-Practice with respect to due compliance of share transfer formalities by the Company

28. CODE OF CONDUCT

The board of directors has never amended the code of conduct for directors and senior management of the company. The Code of Conduct is available on the website of the company

29. POLICY FOR PRESERVATION OF DOCUMENTS

Pursuant to the requirements under Regulation 9 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has approved and adopted the policy for preservation of documents and archival policy prescribing the manner of retaining the Company''s documents and the time period up to certain documents are to be retained. The policy is available on the website of the company

30. RELATED PARTY TRANSACTIONS

The details of the related party transactions as required under Accounting Standard -18 are set out in Note 2.10 to the financial statements forming part of this Annual Report. The particulars of every contract or arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain on arm length transactions under third proviso thereto are annexed in form AOC-2 under Annexure III. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website.

31. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of section 204 of the Companies Act 2013 and Rules made there under, the Company has appointed M/s M& Co., Company Secretaries to undertake the Secretarial Audit of the Company. The Company has annexed to this Board Report as Annexure IV, a Secretarial Audit Report given by the Secretarial Auditor.

32. MANAGEMENT DISCUSSIONS & ANALYSIS REPO RT(M D&A)

The detailed Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of Listing Regulations is presented in a separate section forming part of this Report as Annexure-V.

33. LOANS, GUARANTEES AND INVESTMENTS

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

The Company is in violation of Section 185 of the Companies Act, 2013 as it has provided corporate guarantee along with property to Canara Bank on behalf of Natural Herbal & Seeds to the tune of Rs.18.96 Crore to obtain the credit facilities by the sister concern. In addition to the guarantee, the company has provided two properties registered in its name as collateral security to the Canara bank on behalf of Natural Herbal & Seeds.

The Board is seeking legal opinion and will take steps (including shareholder approvals or withdrawal of guarantee) to ensure compliance.

34. VIGIL MECHANISM

The Board of Directors of the Company have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Listing Obligations and Disclosure Requirements (LODR) Regulations, 2015. The Company, through this policy envisages encouraging the Directors and Employees of the Company to report to the appropriate authorities any unethical behaviour, improper, illegal or questionable acts, deeds, actual or suspected frauds or violation of the Company’s Code of Conduct for Directors and Senior Management Personnel. The Policy on Vigil Mechanism / Whistle blower policy may be accessed on the Company’s website.

35. RISK MANAGEMENT POLICY

Risk Management policy is formulated in compliance with Regulation 21 of the SEBI (listing obligation and disclosure requirement) regulation 2015 and section 134 (3) (n) of the companies act 2013, which requires the company to lay down procedure for risk assessment and risk minimization. The board of directors, Audit committee and the senior management of the company should periodically review the policy and monitor its implementation to ensure the optimization of business performance, to promote the confidence amongst stakeholders in the process, plan and meet strategic objectives and evaluate, tackle and resolve various risks associated with the company. The business of the company is exposed to various risks, arising out of internal and external factors i.e. industry, competition, input, geography, financial, regulatory, other operational, information technology related other risks.

36. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is as under:

The Company has always been conscious of the need for conservation of energy and has been sensitive in making progress towards this end. Energy conservation measures have been implemented at all the plants, offices of the Company and special efforts are being made on undertaking specific energy conservation projects, and Initiatives on technological changes with an emphasis on customer orientation has been sharpened. The Company is putting continuous efforts in acquisition, development, assimilation, and utilization of technological knowledge. Directors statement for conservation of energy, Technology absorption is annexed as Annexure - VI.

FOREIGN EXCHANGE EARNINGS AND OUTGO:
		(?	in lakhs)
	Total foreign exchange earnings and outgo	2024-25	2023-24
	FOB Value of Exports	Nil	Nil
	CIF Value of Imports	Nil	Nil
	Expenditure in foreign currency	Nil	Nil

37. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by any of the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

38. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

39. DEMATERIALIZATION OF SHARES

Trading in the Equity Shares of the Company is only permitted in the dematerialized form as per the Securities and Exchange Board of India (SEBI) circular dated May 29, 2000.

The Company has established connectivity with both the Depositories viz. National Security Depository Ltd. (NSDL) as well as Central Depository Services (India) Ltd. (CDSL) to facilitate the demat trading. As on 31^st March, 2025, 100% of the Company’s Share Capital is in dematerialized form.

The Company’s shares are regularly traded on Emerge-the SME Growth Platform of National Stock Exchange at Delhi.

40. CORPORATE GOVERNANCE

Pursuant to Regulation 27 of the LODR, Corporate Governance Report is Not Applicable to Company being SME.

41. CAUTIONARY STATEMENT

Statement in the management’s discussions and analysis describing the Company’s projections, estimates, expectations or predictions may be ‘forward looking statements’ within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Company’s operations include demand-supply conditions, changes in government regulations, tax regimes and economic developments within the country and abroad and such other factors.

42. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.

43. DETAILS OF DIFFERNCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS.

During the year under review, there has been no one-time settlement of loans taken from banks and financial institutions.

44. SUSTAINABILITY INITIATIVE

Company is conscious of its responsibility towards preservation of Natural resources and continuously takes initiative to reduce consumption of electricity and water.

45. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors confirm that: -

a) In the preparation of the annual accounts for the financial year 2024-25, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year;

c) The Directors had taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had 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 operating properly; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

46. ACKNOWLEDGEMENT

The Directors of the Company are grateful to all the stakeholders including the customers, bankers, suppliers and employees of the Company for their co-operation and assistance.

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Mar 31, 2024

The Directors of the Company have pleasure in presenting the 40^th Annual Report and Audited Statement of Accounts for the financial year ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS

Financial results of your Company for the year ended 31^st March, 2024 are summarized below.

in lakhs)

PARTICULARS	2023-24	2022-23
Sales and Services	9,767.91	7,541.07
Other Income	119.83	20.70
Total Revenue	9,887.74	7,561.77
Total Expenditure	10,125.07	7,554.90
Profit before Tax	79.88	2.21
Less: Tax Expenses
Current Tax	25.49	18.78
MAT credit utilized	-	-
Net current tax	-	-
Earlier year T ax adjustment	-	-
Deferred Tax Assets	12.22	18.22
Profit/Loss After Tax	66.61	1.65
Add: Balance B/F from Previous year	225.18	218.15
Less: Issue of Bonus shares	-	-
Other adjustments	(28.40)	5.38
Balance Profit/(Loss) C/F to the next year	263.39	225.18

2. DIVIDEND

The Board of Directors do not recommend any dividend on Equity Share Capital for the year under review with a view to conserve resources and to plough back the profits for the Financial Year ended 31st March, 2024 and to strengthen the net working capital.

3. SHARE CAPITAL

During the financial year 2023-2024 our company has no change in the capital structure of the company.

4. MANAGEMENT DISCUSSIONS & ANALYSIS (MDA)

Financial Review

The operating income during the financial year ended 31st March, 2024 stood at Rs. 9,767.91/-Lakhs as against the total operating income of Rs. 7,541.07 Lakhs in the previous financial year ended 31st March, 2023. During the year the Company has earned a net profit of Rs. 66.61 Lakhs as compared to the net profit of Rs. 1.65 Lakhs in the previous year.

Industry Overview for the Company Agriculture

Agriculture remains a critical sector in India, contributing significantly to the country''s economy and providing livelihoods to a substantial portion of the population. The financial year 2023-24 has seen several notable developments in the agricultural sector, reflecting both challenges and opportunities.

1. Agricultural Growth and Contribution to GDP: In the financial year 2023-24, the agriculture sector continued to play a pivotal role in the Indian economy, contributing approximately 1718% to the Gross Domestic Product (GDP). Despite facing various challenges, the sector has shown resilience, driven by government initiatives, technological advancements, and favorable monsoon conditions in several regions.

2. Crop Production: The overall food grain production for the year 2023-24 is estimated to have reached 329 million metric tons, marking a marginal increase over the previous year''s output. The production of rice and wheat, the two staple crops, has remained stable, with rice production estimated at around 130 million metric tons and wheat at 112 million metric tons. However, fluctuations in rainfall and uneven distribution in certain regions have affected the production of pulses and coarse cereals.

3. Technological Advancements and Modernization: The adoption of technology in agriculture has continued to grow, with an increasing number of farmers utilizing digital platforms for accessing real-time information on weather, market prices, and best practices. The use of precision farming techniques, drone-based monitoring, and AI-driven advisory services has helped improve crop yields and reduce input costs.

4. Government Initiatives: The government has continued to support the agricultural sector through various schemes and policies. The Pradhan Mantri Kisan Samman Nidhi (PM-KISAN) scheme, which provides income support to farmers, has been instrumental in ensuring financial stability for small and marginal farmers. Additionally, the introduction of the Agriculture Infrastructure Fund and the continued focus on promoting sustainable farming practices have been key drivers of growth in the sector.

5. Challenges and Concerns: Despite the positive developments, the agricultural sector in India still faces significant challenges. Erratic monsoon patterns, climate change, and water scarcity

in certain regions have impacted crop yields. The rising cost of inputs, such as fertilizers and seeds, has also put pressure on farmers'' incomes. Moreover, issues related to market access and the availability of adequate storage and processing facilities continue to pose challenges for farmers.

6. Export Performance: Agricultural exports have shown promising growth in 2023-24, with India maintaining its position as a leading exporter of rice, spices, and other agri-products. The total agricultural exports for the year are estimated to have crossed USD 55 billion, reflecting a strong demand for Indian agricultural products in global markets.

7. Future Outlook: Looking ahead, the focus on promoting sustainable and climate-resilient agriculture will be crucial in ensuring the long-term viability of the sector. Continued investment in technology, infrastructure, and capacity building for farmers will be key to unlocking the full potential of Indian agriculture. The financial year 2023-24 has laid a solid foundation, but addressing the existing challenges will require concerted efforts from both the public and private sectors.

In conclusion, the agricultural sector in India during the financial year 2023-24 has shown resilience and growth, despite facing several challenges. With ongoing government support and increasing adoption of modern practices, the sector is poised to continue contributing significantly to the country''s economy and food security.

Chemical

The chemicals sector in India has shown resilient growth during the financial year 2023-24, contributing around 7-8% to the nation''s GDP. The industry, valued at approximately USD 300 billion, has benefited from rising domestic demand and robust export performance, with exports crossing USD 50 billion. Specialty chemicals have seen significant growth, driven by increased demand in pharmaceuticals, agriculture, and textiles.

Mentha Oils:

Production: India remains the largest producer of Mentha oil, accounting for nearly 80% of global output. The financial year 2023-24 saw stable production levels, supported by favorable weather conditions.

Price Trends: Mentha oil prices have fluctuated due to varying demand from pharmaceuticals and personal care sectors but remained overall stable.

Export Performance: India maintained strong export volumes to key markets like the U.S., Europe, and Southeast Asia, solidifying its position in the global Mentha oil market.

Challenges: The industry faces challenges such as price volatility and the need for advanced processing technologies to improve oil quality and yield.

Strategic Importance: Critical drug intermediates and APIs are vital for India''s pharmaceutical sector, which is one of the largest in the world. The financial year 2023-24 underscored the importance of self-reliance in API production, particularly in light of global supply chain disruptions.

Government Support: The government has launched various initiatives, including the Production Linked Incentive (PLI) scheme, to boost domestic manufacturing of APIs and reduce dependency on imports, especially from China.

Production and Growth: There has been a significant increase in the domestic production of APIs, with key focus areas including antibiotics, cardiovascular drugs, and anti-inflammatory agents.

Export Performance: India’s API exports have remained strong, catering to major pharmaceutical markets globally. The sector is seeing increased investment in advanced manufacturing technologies to enhance production efficiency and product quality.

Challenges: The industry continues to face challenges such as high production costs and the need for stringent regulatory compliance. Additionally, environmental concerns related to API manufacturing remain a critical area of focus.

The outlook for both Mentha oils and APIs is positive, driven by robust demand, government support, and India’s growing capabilities in high-value chemical production. These segments are expected to continue contributing significantly to the overall growth of the chemicals sector in the coming years.

5. CHANGE IN REGISTERED OFFICE WITHIN STATE:

During the year, the Registered Office of the Company shifted from Fourth Floor, C-67, DDA Sheds, Okhla Phase-1, Okhla industrial area, New Delhi 110020 To DTJ-114, DLF Tower B, Jasola New Delhi 110025.

6. DETAILS OF SUBSIDIARIES JOINT VENTURE OR ASSOCIATES

The Company has no Subsidiaries, Joint Venture or Associates.

7. DEPOSITS

The Company is in violation of Section 73 to 76 of the Companies Act, 2013 read together with the Companies (Acceptances of Deposits) Rules, 2014 as it has taken advances from customers amounting to Rs. 234.64 lacs having outstanding balances of more than 365 days. In terms of Rule 2(1) (xii)(a) such advances are liable to be treated as deposits reads together with section 73 of the Companies Act, 2013 hence the Company is in violation of the same.

8. AUDIT COMMITTEE:

The Audit Committee comprises Mr. Sachin Rastogi Director of the Company, Mr. Gopal Krishan Sharma & Mr. Prashant Rastogi Independent Directors of the Company. All the recommendations made by the Audit Committee were accepted by the Board. The Committee duly met four times during the year and was attended by all the Committee Members. The

details of the Audit Committee have outlined in the Corporate Governance Report, which forms part of this Report.

9. NOMINATION & REMUNERATION POLICY AND PARTICULARS OF EMPLOYEES

The Nomination and remuneration Committee comprises Mr. Sachin Rastogi Director of the Company, Mr. Gopal Krishan Sharma & Mr. Prashant Rastogi Independent Directors of the Company. The Committee duly met two times during the year and attended by all the Committee Members. The salient features covered in the Remuneration Policy have outlined in the Corporate Governance Report, which forms part of this Report.

10. DIRECTOR’S & KEY MANAGERIAL PERSONNEL

Pursuant to Section 152 of the Companies Act, 2013, Mr. Pravin Rastogi, Chairman and Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Change in Directors and Key Managerial Personnel

There was no change in composition of Directors or Key Managerial Personnel during the financial year 2023-2024.

11. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

The Company has received necessary declarations from Mr. Vivek Kumar Mathur, Mr. Gopal Krishan Sharma and Mr. Prashant Rastogi, Independent Directors of the Company, under section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence laid down in section 149(6) of the Companies Act, 2013 and regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

12. EVALUATION OF BOARD PERFORMANCE

In terms of the provisions of the Companies Act, 2013 read with Rules issued there under and LODR, the Board of Director on recommendation of Nominations & Remuneration Committee have evaluated the effectiveness of the Board/Director(s) for financial year 2023-24.

13. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring the names of top ten employees in terms of remuneration drawn and the name of every employee, who if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and Twenty lakh rupees is set out in Annexure I to this Report and is available on the website of the Company.

The details about the employees are marked as Annexure-I.

14. NUMBER OF MEETINGS OF THE BOARD

The board met 8 times during the year. The Board meetings details of the Company are set out in the Corporate Governance Report, which forms part of this Report. The Maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

15. SECRETARIAL STANDARDS

The company complies with all the applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.

16. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31^st March, 2024, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) the Directors 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 as at 31^st March, 2024 and of the profit of the Company for the financial year ended 31^st March, 2024;

(c) the Directors 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) the Directors have prepared the annual accounts on a ‘going concern’ basis;

(e) the Directors have laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

17. AUDITORS AND AUDITORS’ REPORT Auditor

M/s PMAS & Associates LLP, Chartered Accountants, having Firm Registration No. 024726N, is appointed as the Statutory Auditors of the Company, to hold office from the conclusion of 38^th Annual General Meeting till the conclusion of the 43^rd Annual General Meeting of the Company i.e. from the Financial year 01/04/2022 to 31/03/2027 who have given their eligibility certificates u/s 141 of the Companies Act, 2013. The committee took note that the Companies Act, 2013 has exempted the requirements of ratification of appointment of auditors on an annual basis at the AGM.

Internal Auditor

Re-appointment of M/s AMGK & Associates, Chartered Accountant, as an Internal Auditors of the Company for the year ended 31st March, 2025, to review various operations of the company.

18. RELATED PARTY TRANSACTIONS

The details of the related party transactions as required under Accounting Standard - 18 are set out in Note 2.10 to the financial statements forming part of this Annual Report. The particulars of every contract or arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain on arm length transactions under third proviso thereto are annexed in form AOC-2 under Annexure II. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website.

19. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of section 204 of the Companies Act 2013 and Rules made there under, the Company has appointed M/s Laur & Associate, Company Secretaries to undertake the Secretarial Audit of the Company. The Company has annexed to this Board Report as Annexure III, a Secretarial Audit Report given by the Secretarial Auditor

20. LOANS, GUARANTEES AND INVESTMENTS

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

The Company is in violation of Section 185 of the Companies Act, 2013 as it has provided corporate guarantee along with property to Canara Bank on behalf of Natural Herbal & Seeds to the tune of Rs.10.60 Crore to obtain the credit facilities by the sister concern. The Said firm for which corporate guarantee and property is given is under stress, however since account is not classified as NPA, no provision for contingent liability is booked. In addition to the guarantee, the company has provided two properties registered in its name as collateral security to the Canara bank on behalf of Natural Herbal & Seeds.

Details of loan and advances, guarantee and investments have been given in the Note no. 14 & 16 of balance sheet note to accounts.

21. VIGIL MECHANISM

The Board of Directors of the Company have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Listing Obligations and Disclosure Requirements (LODR) Regulations, 2015. The Company, through this policy envisages encouraging the Directors and Employees of the Company to report to the appropriate authorities any unethical behaviour, improper, illegal or questionable acts, deeds, actual or suspected frauds or violation of the Company’s Code of Conduct for Directors and Senior Management Personnel. The Policy on Vigil Mechanism / Whistle blower policy may be accessed on the Company’s website.

22. RISK MANAGEMENT POLICY

Risk Management policy is formulated in compliance with Regulation 21 of the SEBI (listing obligation and disclosure requirement) regulation 2015 and section 134 (3) (n) of the companies act 2013, which requires the company to lay down procedure for risk assessment and risk minimization. The board of directors, Audit committee and the senior management of the company should periodically review the policy and monitor its implementation to ensure the optimization of business performance, to promote the confidence amongst stakeholders in the process, plan and meet strategic objectives and evaluate, tackle and resolve various risks associated with the company. The business of the company is exposed to various risks, arising out of internal and external factors i.e. industry, competition, input, geography, financial, regulatory, other operational, information technology related other risks.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is as under:

The Company has always been conscious of the need for conservation of energy and has been sensitive in making progress towards this end. Energy conservation measures have been implemented at all the plants, offices of the Company and special efforts are being made on undertaking specific energy conservation projects, and Initiatives on technological changes with an emphasis on customer orientation has been sharpened. The Company is putting continuous efforts in acquisition, development, assimilation, and utilization of technological knowledge.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

If in lakhel

Total foreign exchange earnings and outgo	2023-24	2022-23
FOB Value of Exports	120.6866	0.7214
CIF Value of Imports	0	72.151
Expenditure in foreign currency	0.3328	72.151

24. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by any of the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

25. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

26. DEMATERIALIZATION OF SHARES

Trading in the Equity Shares of the Company is only permitted in the dematerialized form as per the Securities and Exchange Board of India (SEBI) circular dated May 29, 2000.

The Company has established connectivity with both the Depositories viz. National Security Depository Ltd. (NSDL) as well as Central Depository Services (India) Ltd. (CDSL) to facilitate the demat trading. As on 31^st March 2024, 100% of the Company’s Share Capital is in dematerialized form.

The Company’s shares are regularly traded on Emerge-the SME Growth Platform of National Stock Exchange.

27. CORPORATE GOVERNANCE

Pursuant to Regulation 27 of the LODR, the Corporate Governance report together with a certificate issued from Laur & Associates, Company Secretaries on its compliance is made part of the Annual Report.

28. CAUTIONARY STATEMENT

Statement in the management’s discussions and analysis describing the Company’s projections, estimates, expectations or predictions may be ‘forward looking statements’ within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Company’s operations include demand-supply conditions, changes in government regulations, tax regimes and economic developments within the country and abroad and such other factors.

29. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.

30. DETAILS OF DIFFERNCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one-time settlement of loans taken from banks and financial institutions.

31. ACKNOWLEDGEMENT

The Directors of the Company are grateful to all the stakeholders including the customers, bankers, suppliers and employees of the Company for their co-operation and assistance.

By order of the Board

For Continental Seeds and Chemicals Limited

Sd/- Sd/-

PRAVIN RASTOGI SACHIN RASTOGI

Chairman and Managing Director Director

DIN: 01414608 DIN: 05134858

Address: M-73 B, 1st Floor, Address: H. No. 760 KOT SHARKI D

Malviya Nagar, New Delhi 110017 Ashink Sambhal UP 244302

Date: 06/09/2024 Place: New Delhi