Bombay Super Hybrid Seeds Ltd

<dhhead>DIRECTORS? REPORT</dhhead>

To, Members,

Bombay Super Hybrid Seeds Limited

Your directors take pleasure in presentingthe 10" (Tenth) Annual Report, togetherwith the Audited Financial Statements, for the financial year ended March 31, 2024.

RESULTS OF OUR OPERATIONSAND STATE OF AFFAIRS (2023-24):

The Audited Standalone Financial Statements of your Company as on 31st March, 2024, are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and the provisions of the Companies Act, 2013 (“Act”).

(Z. In Lakhs)

The standalone financial statements have been prepared in accordance with the Indian Accounting Standards (Ind AS).

2. COMPANY?S PERFORMANCE AND OPERATIONS:

Your directors are immense happy to inform that the company has broken its own records. The Company?s revenue from operations for FY 2023-24 was Rs. 25,786.37 Lakhs as compared to Rs. 22,860.52 Lakhs in the previous year which can be considered significant increase in revenue of the Company. The Company?s profit before tax was Rs. 2,352.55 Lakhs during the year as compared to Rs. 1,783.33 Lakhs in the previous year, an increase of 31.92 % over the previous year. The Company earned a net profit after tax of Rs. 2,203.34 lakhs, higher by 30.81 % as against a net profit after tax of Rs. 1,684.44 Lakhs in the previous year.

DIVIDEND:

As your directors wish to plough back profit for future development of the Company, no dividend is recommended or declared for the year ended on March 31, 2024.

DEPOSITS:

The Company has not accepted any fixed Deposits during the year under review.

SHARE CAPITAL:

The paid-up equity share capital as on March 31, 2023 was Rs.10,49,37,280/- divided into 10,49,37,280 equity shares of face value of 01/- each. During the year under review, the company has split the 1 Equity Share of Rs. 10 each into 10 Equity share of Rs.1 each. However, there was no public issue, rights issue, bonus issue or preferential issue, etc. during the has not issued shares with differential voting rights, sweat equity shares, nor has initiated any stock options.

FINANCIAL STATEMENT:

Full version of the Annual Report 2023-24 containing complete Balance Sheet, Statement of Profit & Loss, other statements, and notes thereto, prepared as per the requirements of Schedule Il to the Companies Act, 2013, Directors? Report (including Management Discussion and Analysis, Corporate Governance Report) are being sent via email to all shareholders who have provided their email address(es). Full version of Annual Report 2023-24 is also available for inspection at the registered office of the Company during working hours up to the date of ensuing Annual General Meeting (AGM). It is also available at the Company?s website at www.bombaysuperseeds.com.

RESERVES & SURPLUS:

The company has closing balance of X. 6,778.32 Lakhs as reserve and surplus including Security Premium as on FinancialYear ended on 31st March, 2024 as Compare to . 4,584.18 Lakhs inPrevious Year.

ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has undertaken an audit for the Financial Year 2023-24 for all Applicable Compliances as per Securities and Exchange Board of India Regulations, Circulars/guidelines issued thereunder. The Annual Secretarial Compliance Report issued by M/s Vast & Co., Company Secretaries has been submitted to the Exchange within the prescribed time.

STATUTORY AUDITORSAND AUDITOR?S REPORT THEREON:

M/s. Gautam N Associates, Chartered Accountants having FRN: 0103117W have been appointed in the 9" Annual General Meeting of the Company till the conclusion of 10" Annual General Meeting. Further the said firm has conveyed their consent to be Re-appointed as statutory auditor of the company, along with confirmation that their Re-appointment, if approved by shareholders in 10" Annual General Meeting would be within the prescribed limit under the act.

The Statutory Audit Report is annexed to this Annual Report. There are no qualifications, reservation or adverse remarks made by the statutory auditors in their report or by the Practicing Company Secretary in the Secretarial Audit Report for the year ended 31st March 2024. During the year, there were na instances of frauds reported by auditors under Section 143(12) of the Companies Act, 2013.

10. SECRETARIAL AUDITORS:

Pursuant to Section 204 of the Companies Act, 2013 the Board of Directors had appointed M/s. VAST & Co., Company Secretaries LLP, to undertake the Secretarial Audit of the Company for the F.Y. 2023- 24. The Secretarial Audit Report is attached to this report as Annexure-I.

11. INTERNAL AUDITORS:

The Board of Directors of the Company has re-appointed M/s. H.H. Atkotiya & Associates. Chartered Accountants as an Internal Auditors to conduct Internal Audit of the Company.

12. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

As on March 31, 2024, The Company has neither subsidiary nor Joint Venture Company nor Associate Company.

13. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company?s policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. For more details, refer to the ‘Internal control systems and their adequacy? section in the Management'?s discussion and analysis, which forms part of this Annual Report.

14. DIRECTORS? RESPONSIBILITY STATEMENTS:

Pursuant to requirement under section 134(3)(C) of the Companies Act, 2013 with respect to Director?s Responsibility Statement, it is hereby confirmed that: a) that in preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures; b) thatthe directors have selected such accounting policies and applied them consistently and made judgments and estimates thatare 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 2023-24 and of the profit of the Company for that year; c) that the Directors had 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) That the directors have prepared the annual accounts on going concern basis. e) That the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operation efficiently. f) That 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.

15. DECLARATION FROM INDEPENDENT DIRECTORS:

The independent Directors have submitted the declaration of independence, as required pursuant to section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub section (6) of Section 149.

16. MEETINGS OF THE BOARD:

The Meetings of the Board are held at regular intervals to discuss, deliberate and decide on various business policies, strategies, governance, financial matters and other businesses. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013, Secretarial Standards 1 (SS-1) issued by the Institute of Company Secretaries of India and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. For more details, please refer to the report on corporate governance, which forms part of this Annual Report in the form of Annexure-II.

17. COMMITTEES OF THE BOARD:

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following Committees constituted by the Board function according to their respective roles and defined scope in terms of the provisions of the Companies Act, 2013 & SEBI (LODR) Regulations 2015 read with rules framed thereunder:

* Audit Committee

* Nomination and Remuneration Committee

* Corporate Social Responsibility Committee

* Stakeholders? Relationship Committee

* Complaints Committee for Sexual Harassment Complaints Redressal

Details of composition, terms of reference and number of meetings held for respective committees given in the Report on Corporate Governance, which forms a part of this Annual Report as Annexure I1. During the year under review, the Board has accepted all recommendations made by the various Committees.

18. MEETING OF INDEPENDENT DIRECTORS:

In terms of requirements of Schedule IV of the Companies Act, 2013, The Independent Directors of your Company meet before the Board Meetings without the presence of the Executive Chairman or the Managing Director or other Non-Independent Director or Chief Financial Officer or any other Management Personnel. The Independent Directors of the Company met separately on to inter alia review the performance of Non-Independent Directors (including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of information between the Management and the Board. All the Independent directors were attended the meeting.

19. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS/NON-EXECUTIVE DIRECTORS:

All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement. Executive Directors and Senior Management provide an overview of the operations and familiarize the new Non-Executive Directors on matters related to the Company?s values and commitments. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations and the industry in which it operates. The Director is also explained in detail the Compliance required from him/her under the Companies Act, 2013, the Listing Regulations and other relevant regulations and affirmation taken with respect to the same.

Pursuant to Regulation 25(7) of the Listing Regulations, the Company imparted various familiarization programmes for its Directors including reviewof Industry Outlook at the Board Meetings, Regulatory updates at Board and Audit Committee Meetings covering changes with respect to the Companies Act, 2013, Listing Regulations, Taxation and other matters, Presentations on Internal Control over Financial Reporting, Operational Control over Financial Reporting, Prevention of Insider Trading Regulations, Framework for Related Party Transactions, Plant Visit, Meeting with Senior Executive(s) of your Company, etc. Pursuant to Regulation 46 of the Listing Regulations. The details required are available on the website of your Company at www.bombaysuperseeds.com

20. ANNUAL EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, its Committees and individual Directors pursuant to the requirements of the Act. Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the guidance Note on Board Evaluation issued by the SEBI on

5% January 2017, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its committees.

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

In a separate meeting of independent directors, performance of non-independent directors, the chairman of the company and the board as whole was evaluated, taking into account the views of executive directors and non-executive directors. The Board and the nomination and remuneration committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and valuable inputs in meetings etc.,

In the board meeting that followed the meeting of the independent directors and meeting of nomination and remuneration committee, the performance of the board, its committees, and individual directors was also discussed. The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report has been attached to this report as an Annexure .

22. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND>

PARTICULARS OF EMPLOYEES:

The Company has adopted a Remuneration Policy for the Directors, KMP and other employees, pursuant to the provisions of the Act and the SEBI Listing Regulations. In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules. Pursuant to above mentioned regulations kindly refer Annexure IV.

23. RELATED PARTY TRANSACTIONS:

During the year your company has entered into certain related party transaction, which were in ordinary course of Business and on arms? length basis, Details of the transactions pursuant to compliance of clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014:

Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the form AOC-2 as AnnexureV.

Suitable disclosures as required are provided in AS- 18 which is forming the part of the notes to financial statement.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

e CONSERVATION OF ENERGY:

In accordance with the requirements of section 134(3)(3) of the Companies Act, 2013 read with rule 8(3) the Companies (Accounts) Rules, 2014 and forming part of the Report of the Directors, the particulars with respect to Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo are presented here under:

I. the steps taken or impact on conservation of energy:

Company has constructed Cold Storage facility having facility of 10,000+ Metric Ton, The plant is constructed with Combination of our ancient temperature control in addition to modern structures, which results in less electricity consumption and seeds can be stored for long period and viability of the seeds can be extended.

I1. the capital investment on energy conservation equipment:

Company has implanted solar panel for conservation of Energy. This has resulted in savings in cost by use of alternate source of energy. This investment in Solar Plant has helped the Company to generate electricity as an alternate source of energy and reduce electricity cost incurred in factory to a great extent. e TECHNOLOGY ABSORPTION:

(i) The benefits derived like product improvement, cost reduction, product development orimport substitution :

High quality standards helps in maintaining a better image in the market and has helped in improving the marketability of the products. There is a comprehensive quality control to ensure that the Company?s products meet international standards.

(ii) the expenditure incurred on Research and Development:

Your company is having strong Research & Development activities and has experienced R & D Team. During the year your company has spent approx. X. 182.38 lakhs for Research & Development Activities.

Further, as your company has treasured prestigious recognition to R & D Units of the company by which company can avail custom / central excise duty exemption on the purchase/import of equipment, consumables, instruments and spares there of used for Research & development activities during the period of recognition by The Department of Scientific and Industrial Research (DSIR) of Ministry of Science & Technology, New Delhi.

e FOREIGN EXCHANGE EARNING AND OUTGO :

There is a no Foreign Exchange Earnings during the year. However, the company has spent worth of Rs 171.25 Lakhs for purchase of Seeds.

*Difference in foreign exchange Gain (Loss) shown as per references given in the notes no. 21, 43 and 44 to the notes to accounts of financial statements for FY 2023-24.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The loan given or guarantee provided, or investment made by the Company during the financial year 2023-24 as per Section 186 of the Companies Act, 2013 have been given in the Balance Sheet and Audit Report.

26. CORPORATE SOCIAL RESPONSIBILITY:

The brief outline of the Corporate Social Responsibility (CSR) policy of the Companyand the initiatives under taken by the Company on CSR activities during the year under review are set out in Annexure VI of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report.

27. HUMAN RESOURCES:

Our professionals are our most important assets. We are committed to hiring and retainingthe best talent and being among the industry?s leading employers. For this, we focus on promoting a collaborative, transparent and participative organization culture, and rewarding merit and sustained high performance. Our human resource management focuses on allowing our employees to develop their skills, grow in their career and navigate their next.

Our Human Resource (HR) team ensures that the employee benefits form an integral part of our work culture. Our company team consist of veteran R & D Expert who is having more than 26 years of experience in field of Agriculture alongwith this all other team members are well experienced and has developed skill in the agriculture field.

None of employee has received remuneration exceeding the limit as stated in rule (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

28. FARMER ENGAGEMENT:

The Company believes in empowering the farmers and providing them with necessary knowledge. During the year, through its Farmer Engagement Programme in both Crop Care as well as the Seeds division and also provided some useful knowledge about sowing seeds in time, techniques for growing seeds, adding nitrogen & gyp-sum, using proper irrigation techniques, etc which helps farmers to increase the productivity.

29. DIVIDEND DISTRIBUTION POLICY:

Pursuant to regulation43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has approved and adopted the Dividend Distribution Policy. The same is available at the Website of the Company and also annexed tothis report as an Annexure VII.

30. CODE FOR PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code for practices and procedures for fair disclosure of unpublished price sensitive information, which has been available on the Company?s website www.bombaysuperseeds.com

31. CHANGE IN NATURE OF BUSINESS:

During the year under consideration, there being no change in nature of the Company.

32. CHANGE IN DIRECTORSAND KEY MANAGEMENT PERSONNEL:

During the year under consideration, no change in directors of the Company.

Further, during the Financial Year 2023-24, there was a change in the Key Managerial Personal of the Company.

During the Financial Year 2023-24, Ms. Jalpa Doshi resigned from Closure of Business Hours of 30th September, 2023 and Mr. Vivek M. Moliya was appointed as Company Secretary & Compliance

Officer w.e.f. October 01, 2023. After the closure of Financial Year 2023-24, he was resigned from Closure of Business Hours of 30" June 2024. Thereafter, Mr. Amitkumar Khandekar was appointed as a Company Secretary and Chief Compliance Officer of the Company w.e.f. August 01, 2024.

33. MATERIAL CHANGES BETWEEN DATE OF THE BOARD REPORT AND END OF THE FINANCIAL YEAR:

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

34. BUSINESS RISK MANAGEMENT:

In today?s economic environment, risk management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your company?s risk management is embedded in the business processes. Your company has identified certain risks like price risk, uncertain global economic environment, interest rate, human resource, competition, compliance and industrial health and safety risk and has also planned to manage such risk by adopting best management practices.

35. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a strong step on 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 and no complaint has been received on sexual harassment during the financial year 2023-24.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY?S OPERATION IN FUTURE:

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company?s operation in future.

37. FIXED DEPOSITS:

The company has not invited /accepted any fixed deposits under the provisions of section 73 of the Companies Act, 2013 and rules made there under.

38. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, there were no instances incurred pursuant to which Company would require to transfer any amount to Investor Education and Protection Fund. Hence no reporting under this is required.

39. SECRETARIAL STANDARDS:

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

40. LISTING ON STOCK EXCHANGES:

The Company?s shares are listed on the Main Board of the National Stock Exchange of India Limited with Script Code “BSHSL".

41. CREDIT RATING:

For Financial year 2023-24, Credit rating is not applicable to the company.

42, ANNUAL RETURN:

Pursuant to the provision of Section 134(3(a) and Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for F.Y. 2023-24 is uploaded on the website of the Company at www.bombaysuperseeds.com. For more specific the link of pdf file is: https://www.bombaysuperseeds.com/pdf/Annual-Return-2023-24.pdf.

43. CORPORATE GOVERNANCE:

At Bombay Super, we ensure that we evolve and follow the corporate governance guidelines and best practices diligently, not just to boost long-term shareholder value, but also to respect rights of the minority. We consider it our inherent responsibility to disclose timely and accurate information regarding the operations and performance, leadership, and governance of the Company.

Pursuant to Regulation 34 of the SEBI Listing Regulations, Report on Corporate Governance along with the certificate from Vast & Co. Company Secretaries certifying compliance with conditions of Corporate Governance is part to this Report. The Report on the Corporate Governance is annexed herewith as Annexure -Il.

44. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

Pursuant to Regulation 34 (2) (f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Business Responsibility and Sustainability Report (“BRSR”) for the year ended March 31, 2024 is applicable to the company, being included in the Top 1000 Companies as per Market Capitalisation as on March 31, 2024. The said report is attached to this report as an Annexure VIII.

45. INSURANCE:

All the insurable interest of the company, including Inventories, Buildings, Machinery etc., is adequately insured.

46. GENERAL DISCLOSURE:

The Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events related to these items during the financial year under review:

1. There was no revision made in Financial Statements or the Board?s Report of the Company;

N . The Company has not come up with any Right issue, Issue of Employee Stock Options, Issue of Sweat Equity Shares, Issue of Debentures, issue of Bonds etc. ^AW. Issue of equity shares with differential rights as to dividend, voting or otherwise;

. Issue of sweat equity shares to employees of the Company under any scheme; ^0NV. Made any change in voting rights;

. Raising of funds through Preferential Allotment, Rights Issue or Qualified Institutional Placement;

. Suspension of trading of equity shares of the Company;

. No applicationfor Bankruptcy under the Insolvency & Bankruptcy Code, 2016 was made against the Company during the financial year under review nor are there any pending proceedings for the same.

9. The details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof.]: NIL

47. APPRECIATION AND ACKNOWLEDGEMENTS:

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by executives, officers, and staff for their contribution and for making the Company what it is. The Directors likes to take this opportunity to thanks Shareholders, customers, vendors, dealers, suppliers, Bankers, government authorities for the support, encouragement, and their confidence in the management during the year.