The Directors have pleasure in presenting the 32^nd Annual Report of the Company, together with the Audited
accounts for the financial year ended 31^st March’2024.

Financial Highlights (Rs. In Lakhs)

State of Company Affairs

The Company is engaged in the business of Agri seeds processing/trading and could not do any business during
the financial year under review. The Board of Directors of your company are exploring the business
opportunities and are confident to start the business in the coming years.

Dividend

As the Company has not done any business and incurred losses, the Board of Directors has not recommended
any Dividend on the Equity Shares of the Company for the Financial Year ended March 31, 2024.

Transfer to Reserves

As there is not profit, the Board of Directors could not propose to transfer any amount to the General
Reserve.

Changes in Share Capital

During the year under review, there is no change in the Capital Structure of the Company and Authorized
Share Capital was Rs.25,00,00,000/-divided into 2,50,22,000 Equity Shares of face value of Rs. 10/-
each and Paid-up share capital was Rs. 7,90,40,000/- divided into 79,04,000 Equity Shares of face value of
Rs. 10/- each.

Material Changes and Commitments affecting the Financial Position of the Company which have occurred
between 31^st March’2024 and 22^nd August’2024 (Date of the Report)

No Material Changes and Commitments affecting the Financial Position of the Company have occurred till
22^ndAugust’2024

Nature of Business

The Company is engaged in the business of Agri seeds processing/trading and there has been no change in
the nature of Business of the Company.

Public Deposits

During the year under review, the company has not accepted any deposit pursuant to the provisions of Sections
73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Annual Return

A copy of the Annual Return for the F.Y 2022-23 pursuant to the sub-section (3) of Section 92 of the Companies
Act, 2013 read with Rule 11(1) of the Companies (Management and Administration) Rules, 2014and forming
part of this Report is placed on the website of the Company as per provisions of Section 134(3)

(a) and is available at the following link: www.omegaagseeds.co.in
Director’s Responsibility Statement

In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that:

i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

ii) The Directors have selected such Accounting Policies and applied them consistently and made judgements
and estimates that were 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 or Loss of the Company for the Yearunder review.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of this Act for safeguarding the Assets of the Company and for preventing
and detecting fraud and other irregularities.

iv) The Directors have prepared the Annual Accounts on a Going Concern basis.

v) The Directors had laid down Internal Financial Controls to be followed by the Company and that such
Internal Financial Controls are adequate and were operating effectively.

vi) The Directors had devised proper system to ensure compliance with the provisions of all the applicablelaws
and that such system was adequate and operating effectively.

Directors and Key Managerial Personnel

a. Retirement by Rotation:

As per Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr.
Lakshmanarao Kondaveti (DIN: 07706939) who retires by rotation at the conclusion of this 32^nd AGM and
offers himself for re-appointment in accordance with the provisions of the Companies Act, 2013. The
Directors recommend his re- appointment.

b. Composition of Board of Directors

As on March 31, 2024 the Board constitutes the following directors:

c. Changes in Directors and KMP:

During the year, there were no changes in the Directors and KMP Changes Subsequent the Financial
Year

Changes Subsequent the Financial Year

Till the date of the Directors’ Report, the following changes took place on the Board/KMP of the
Company:

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 the details of Conservation of Energy, Technology Absorption is attached herewith as ‘Annexure-A’.

Foreign Exchange Earnings and Outgo: During the period under review, there was no Foreign Exchange
Earnings or Outflow.

Secretarial Audit

Pursuant to provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 the Company had appointed Mr. Kashinath Sahu, Company
Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is
annexed herewith as ‘Annexure-B’.

During the year under review, there were no qualifications, reservations or adverse remarks reported by
Secretarial Auditor under Section 204 of the Companies Act, 2013 in the course of the performance of his
duties as Secretarial Auditor.

Corporate Governance and Shareholders Information

In compliance with the Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, a separate report on corporate governance along with a certificate from a practicing Company Secretary
on its compliance and forms an integral part of this Board’s Report as “Annexure- C”.

Management Discussion and Analysis

Pursuant to Regulation 34(2)(e) of the SEBI (LODR) Regulations, 2015, Report on Management Discussion
and Analysis, is herewith annexed as ‘Annexure-D’

Number of Meetings of the Board and Director’s Attendance

During the year under review, four Meetings of the Board were convened and held, the details of which are
given in the Corporate Governance Report, which forms part of this report. The intervening gap between the
Meetings was within the limits prescribed under the Companies Act, 2013.

Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations And
Disclosure Requirements) Regulations, 2015, the Board, its Committees and the Directors have carriedout
annual evaluation / annual performance evaluation, covering various aspects of the Board’s functioning such
as adequacy of the composition of the Board and its Committees, Board culture, execution and performance
of specific duties, obligations and governance. The Directors expressed their satisfaction with the
evaluation process.

Declaration from Independent Directors on Annual Basis

The Company has received the Declarations from Mrs. Geetha Rukmini Vankadaru (DIN: 08162647) and Mr.
Muppavarapu Chowdary (DIN: 06465841) Independent Directors of the Company to the effect that they are
Meeting the criteria of Independence as provided in sub-section (6) of section 149 of the Act and of sub-rule
(1) and sub-rule (2) of the Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

22 | Omega AG Seeds Punjab Limited

In the opinion of the Board, the Independent Directors possess the requisite integrity, expertise and
experience (including the proficiency) of the independent directors.

Statutory Auditors

M/s. PPKG & Co, Chartered Accountants, Hyderabad (Firm Registration No. 009655S) were appointed as the
Statutory Auditors of the Company by the Board of Directors on 11 May 2024 to fill the casual vacancy caused
due to resignation of Existing Statutory Auditors M/s. Jaideep Gaddam & Associates, Chartered Accountants,
Hyderabad (Firm Registration No. 019149S) on 11^th May 2024. The new Auditors appointed by the Board hold
office until the conclusion of the 32nd AGM. Your Board recommends their appointment for a term of 5
consecutive years and shall hold office from conclusion of this AGM until the conclusion of 37^th Annual General
Meeting. Your directors recommend their appointment.

M/s. PPKG & Co, Chartered Accountants, Hyderabad (Firm Registration No. 009655S) have submitted the
Audited Financials with an un-qualified report for the F.Y 2023-24 and same forms part of the Annual Report.

Internal Control Systems and their Adequacy

The Company has an in-house Internal Control System, commensurate with the Size, Scale and Complexity of
its Operations. The Scope and Authority of the Internal Audit Function is defined in the Internal Audit Manual.
To maintain its objectivity and independence, the Internal Audit Function reports to the Chairmanof the Audit
Committee of the Board and to the Chairman and Management.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of Internal Control System
in the Company, its compliance with Operating Systems, Accounting Procedures and Policies at all levels of
the Company.

Based on the report of Internal Audit Function, process owners undertake corrective action in their respective
areas and thereby strengthen the controls. Significant Audit observations and recommendations along with
corrective actions thereon are presented to the Audit Committee of the Board.

Trading of Equity Shares in BSE under Suspension

The Trading of Equity Shares is under suspension due to non-payment of Annual Listing Fees. The Company
has paid the entire listing fees dues up to 2024-25 and there no outstandings payable to the exchange. Now
the Company has applied for revocation of suspension and the Company is waiting for the BSE approval.

Audit Committee

The Board has constituted the Audit Committee as per the provisions of Section 177 of the Companies Act,2013
and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
Company Secretary of the Company acts as the Secretary of the Audit Committee. The Composition,
Attendance, Powers and Role of the Audit Committee are included in Corporate Governance Report. All the
recommendation made by the Audit Committee during the period were accepted by the Board of Directors.

Nomination and Remuneration Committee

The scope, functions and the terms of reference of the Nomination and Remuneration Committee is in
accordance with the Section 178 of the Companies Act, 2013 read with Regulation 19 of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
Composition, Attendance, Powers and Role of the nomination & Remuneration Committee are included in
Corporate Governance Report.

Stakeholders Relationship Committee

The Composition, Attendance, Powers and Role of the Stakeholders Relationship Committee are included in
Corporate Governance Report. The Company Secretary of the Company acts as the Secretary of the
Stakeholders’ Relationship Committee.

Risk Management Committee

The Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertainingto
forming of Risk Management Committee, is not applicable to the Company during the Financial Year under
review.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

The Company has not given any Loans nor provided Guarantee nor made any Investments during the
Financial Year 2023-2024, which is beyond the limits as per Section 186 of the Companies Act, 2013.

Contracts or Arrangements with Related Parties under Section 188 (1) of the Companies Act, 2013

During the Year, the Company had not entered into any Contract or Arrangement with Related Parties which
could be considered ‘Material’ according to the Policy of the Company on materiality of Related Party
Transactions. There were no related party transactions with any person or entity belonging to the
promoter/promoter group which holds 10% or more shareholding in the Company. Details of all related
party transactions are disclosed in the financial statements.

Policy on Preservation of the Documents

The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India
(Listing obligations and Disclosure Requirements) Regulations, 2015 (“Regulations”) on Preservation of the
Documents of the following type:

(a) documents whose preservation shall be permanent in nature;

(b) documents with preservation period of not less than eight years after completion of the relevant
transactions

Vigil Mechanism

The Vigil Mechanism/Whistle Blower Policy has been adopted to provide appropriate Avenues to the
employees to bring to the attention of the management, the concerns about any unethical behavior by
using the mechanism provided in the Policy. In cases related to financial irregularities, including fraud or
suspected fraud, the employees may directly approach the Chairman of the Audit Committee of the Company.
The web link for the policy is as follows: www.omegaagseeds.co.in

Policy on criteria for determining materiality of events

The Company has adopted a Policy in accordance with the requirements of the Regulation 30 of Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(Regulations). The Policy is authorizing the mentioned Key Managerial Personnel for the purpose of
determining materiality of an event or information of the Company and to ensure that such informationis
adequately disseminated in pursuance with the Regulations and to provide an overall governance framework
for such determination of materiality.

Policy on directors’ appointment, remuneration & other details

The Company’s remuneration policy is directed towards rewarding performance based on review of
achievements periodically. The remuneration policy is in consonance with the existing industry practice.

The Company’s shareholders may refer the Company’s website for the detailed Nomination & Remuneration
Policy of the Company on the appointment and remuneration of Directors including criteria for determining
qualifications, positive attributes, independence of a Director; and other matters provided under sub- section
(3) of section 178.

Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the Going
Concerns Status and Company’s Operations in future

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 Company’s Operations in future.

Details of Subsidiary Companies, Associates and Joint Venture Companies

The Company does not have any Subsidiary, Associate and Joint Venture Companies during the period under
review.

Industrial Relations

Employee relations during the period under review continued to be healthy, cordial and harmonious at all
levels and your Company is committed to maintain good relations with the employees. It has taken various
steps to improve productivity across the organization.

Business Risk Management

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company
has a robust Risk Management Framework to identify, monitor and minimize risks as also identify business

opportunities. At present, the Company has not identified any element of risk which may threaten the
existence of the Company.

Transfer of Amounts to Investor Education and Protection Fund

Your Company does not have any Unpaid or Unclaimed amounts/Unclaimed Securities lying for a period of seven
years. Therefore, there were no Funds/Securities which were required to be transferred to Investor Education
and Protection Fund (IEPF).

Particulars of Employees

In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the Company does not have any Employee who is employed throughout the Financial Year and in receipt of
Remuneration of Rs.120 Lakhs or more, or Employees who are employed for part of the year andin receipt of
Rs.8.50 Lakhs or more per month.

Corporate Social Responsibility

The Provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are
not applicable to our Company

Maintenance of Cost Records

The Provisions relating to maintenance of Cost Records under Section 148 of Companies Act, 2013 are not
applicable to the Company.

Insider Trading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI
(Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Code of Conduct for
prevention of Insider Trading and the Code for Corporate Disclosures (“Code”), as approved by the Board from
time to time, are in force by the Company. The objective of this Code is to protect the interest of Shareholders
at large, to prevent misuse of any price sensitive information and to prevent any Insider Trading activity by
dealing in Shares of the Company by its Directors, Designated Employees and other Employees. The Company
also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, Designated Employees
and other Employees from Trading in the Securities of OMEGA AG SEEDS PUNJAB LIMITED at the time, when
there is Unpublished Price Sensitive Information.

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 Workplace as per “The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013” has been notified. Under the said Act, every
Company is required to set up an Internal Complaints Committee to look into complaints relating to Sexual
Harassment at workplace of any women employee. As required under law, an Internal Compliance Committee
has been constituted for reporting and conducting inquiry into the complaints made by the victim on the
harassments at the workplace. During the Year under review, no complaint of harassment at the workplace
was received by the Committee.

Acknowledgement

Your Directors take this opportunity to place on record the valuable co-operation and continuous support
extended by its valued business associates, Auditors, Consultants, Supplier, Customers, Banks / Financial
Institutions, Government authorities and the shareholders for their continuously reposed confidence in the
Company and look forward to having the same support in all its future endeavors.

Your Directors also wish to place on record their sincere appreciation for significant contribution made by the
employees at all the levels through their dedication, hard work and commitment, thereby enabling the
Company to boost its performance during the year under report.

Date: August 22, 2024 By Order of the Board of Directors

Place: Hyderabad

Sd/- Sd/-

Lakshmanarao Kondaveti Geetha Rukmini Vankadaru

Managing Director Director

(DIN: 07706939) (DIN: 08162647)