Crop Life Science Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your directors have pleasure in presenting the 19^th Annual Report of your Company together with the
Audited Standalone and Consolidated Financial Statements and Auditor''s Report of your Company for
the financial year ended on 31^st March, 2025.

1. CORPORATE OVERVIEW AND BACKGROUND:

Our Company was incorporated as a public limited company under the provision of the Companies Act,
1956 on May 24, 2006. By Acquisition, Backward and forward integration, CLSL now has become a
leading producer of a wide range of Products - Fungicides, Herbicides, Insecticides, Plant Growth
Regulators, and soil and plant health products.

CLSL believes in the strategy of continuous expansion and development of high-value and branded
products with a thrust on registration and marketing according to customer requirements.

CLSL has a manufacturing site at Ankleshwar in Gujarat and runs on world class technologies and quality
services. The company focuses on quality to serve its customers. Each stage of production from raw
material to finished product is closely monitored and maintains the standard. The company''s unit is
certified with internationally ISO 9001:2015 for Quality assurance.

R & D is a major strength for the company and it continues to invest in innovative formulations that are
environmentally and user-lriendly. The company is fully committed to maintaining and expanding its
portfolio.

The aim of CLSL is to build strong relationships with customers to understand their needs and deliver
real performance in terms of usage.

With our crop protection products, we are securing food for the world now and tomorrow.

CLSL lives to its commitment to prompt deliveries and adherence to promised delivery agenda. The
organization works hand in hand with the farming community to bring innovation linear to life, fulfilling
its motto of “Farmer''s Prosperity”.

“We believe that growth is built on doing better than what is good enough, rising above individual
limitation and leaping over obstructions.”

2. KEY FINANCIAL HIGHLIGHTS:
(INR in Lakhs'')

	Particulars	2024-25		2023-24
		Standalone	Consolidated	Standalone	Consolidated
	Total Revenue	20,157.16	20160.73	20,071.07	20,071.62
	Total Expenditure	19,256.17	19381.15	19,257.73	19,260.91
	Profit Before Exceptional & Extraordinary items & tax	900.99	779.58	813.35	810.71
	Prior Period Items	-	-	-	-
	Profit Before Taxes	900.99	779.58	813.35	810.71
	Less: Current Tax	251.49	251.49	237.03	237.03
	Less: Deferred Tax Liability / (assets)	(12.53)	(32.02)	(27.91)	(27.91)
	Profit/ (Loss) for the year	662.03	560.11	604.23	601.59
	Other Comprehensive Income	(16.34)	(16.34)	4.23	4.23
	Total Comprehensive Income	645.69	543.77	608.46	605.82

3. STATE OF COMPANY''S AFFAIRS AND OUTLOOK

We are in to manufacturing of wide and varied range of products namely Pesticides and Micro Fertilizer.
Pesticides includes Insecticides, Fungicides, Herbicides and Weedicides. We have 302 technical
formulations approval for manufacturing insecticides products from Directorate of Agriculture, Krishi
Bhavan Gandhinagar including almost 44 technical formulations for export product only. We believe that
comprehensive range of our products helps our distributors to achieve their business objectives and enable
us to obtain additional business from existing customers as well as address a larger base of potential new
customers.

Our Company have grown the depth and breadth of our distributor and wholesaler network rapidly. Our
company is having approx 2500 channel distributors and wholesaler outlets chain located over different

region of states of our country namely Gujarat, Maharashtra, Uttar Pradesh, Madhya Pradesh, Bihar, West
Bengal, Chhattisgarh etc. In addition, we are also exporting agro chemicals products to Egypt, Saudi Arabia,
Ethiopia, Gabon, Indonesia Morocco, Nepal, Bangladesh, Vietnam, Sudan, UAE, China. Our company focuses
on building long term relationships with our distributor and wholesaler network in both Tier 2 and Tier 3
cities as well as in India''s largest cities. Our policy is to offer attractive margins to our distributors on
seasonal basis to incentivize and motivate them with respect to the distribution of our products versus the
products of our competitors.

During the financial year 2024-25, the Company continued its operations in line with its core business
objectives. The Company has made steady progress in its key areas of operation, maintaining a stable
market position and ensuring regulatory compliance.

The Company has also taken several initiatives to strengthen internal controls, improve operational
efficiency, and enhance customer satisfaction. Efforts towards sustainability and digital transformation
have been accelerated in line with industry trends.

Looking ahead, the Board remains optimistic about the growth prospects and is actively exploring new
opportunities for business expansion, diversification, and value creation. The Company is poised to build
upon its existing capabilities and aims to deliver long-term shareholder value in a dynamic economic
environment.

4. CAPITAL STRUCTURE

The Authorized Share Capital of the Company is 25,00,00,000/- (Rupees Twenty-Five Crore only) divided
into 2,50,00,000 (Two Crore Fifty Lakh) equity shares of Rs. 10/- each.

The Paid-up Share capital of the Company at the end of financial year 2024-25 was 17,14,00,000/-
(Rupees Seventeen Crore fourteen lakhs Only) divided into 1,71,40,000 (One Crore Seventy one Lakh
forty thousand) equity shares of 10/- each.

5. MATERIAL CHANGES AND COMMITMENT OCCURRED AFTER THE END OF FINANCIAL YEAR AND
UP TO THE DATE OF REPORT:

There were no such material changes occurred subsequent to the close of the financial year of the
Company to which the balance sheet relates and the date of the report which can affect the financial
position of the Company.

6. TRANSFER TO RESERVES:

During the year under review, no amount has been transferred to the reserves by the Company. Total
amount of net profit is maintained in retained earnings.

7. DIVIDEND:

To strengthen the financial position of the Company and to augment working capital your directors do
not recommend declaring any dividend for the financial year 2024-25.

8. CHANGE IN NATURE OF BUSINESS:

During the year under review, there is no change in the nature of business activities of the Company.

9. SUBSIDIARY COMPANY OR JOINT VENTURE COMPANY OR ASSOCIATE COMPANY:

HETBAN SPECHEM LIMITED is our Subsidiary Company. As required under Rule 8 (1] of the Companies
(Accounts] Rules, 2014, the Board''s Report has been prepared on standalone financial statements and
a report on performance and financial position of the subsidiary included in the consolidated financial
statements is furnished in Form AOC-1 and consolidated performance and financial summary given in
the key financial highlights.

In accordance with third proviso of Section 136 (1] of the Companies Act, 2013, the Annual Report of
the Company, containing therein its standalone and the consolidated financial statements have been
placed on the website of the Company, www.croplifescience.com. Shareholders interested in obtaining
a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary
at the Company''s registered office.

Pursuant to the provisions of Section 129 (3] of the Companies Act, 2013 read with Rule 8 (1] of the
Companies (Accounts] Rules, 2014, a statement containing salient features of the Financial Statements
of the Company''s Subsidiary in Form AOC-1 is attached to the Financial Statements.

During the Financial year under review, Hetban Spechem Limited became our material subsidiary as
per amended SEBI(LODR] Regulations, 2015. We have formulated a policy for determining ''material''
subsidiary. It is also available on our website www.croplifescience.com.

The details of our subsidiary have been Attached in Form AOC-1 as an Annexure-I

The Company does not have any Joint Venture or Associate Company and your company is not a
subsidiary/ Associates of any other Company.

10. ADEQUACY OF INTERNAL CONTROL SYSTEM:

Company has adequate Internal Financial Controls System over financial reporting which ensures that
all transactions are authorized, recorded, and reported correctly and in a timely manner. The
Company''s Internal Financial Controls over financial reporting provides reasonable assurance over the
integrity of financial statements of the Company.

Company has laid down Standard Operating Procedures, Policies and procedures to guide the
operations of the business. Functional heads are responsible to ensure compliance with all laws and
regulations and also with the policies and procedures laid down by the management.

11. DEPOSITS:

The Company has neither accepted nor renewed any deposits from public during the year under review
to which the provisions of the Companies (Acceptance of Deposits] Rules 2014 applies.

As on 31^st March 2025, the company has outstanding unsecured loan of Rs. 2,99,813 from the Directors.

12. LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 185 and 186 OF THE
COMPANIES ACT, 2013:

There were no loans or guarantees given by the Company under Section 186 of the Companies Act, 2013
during the year under review.

13. SHARE CAPITAL

The Paid-up Share capital of the Company at the end of financial year 2024-25 was 17,14,00,000/-
(Rupees Seventeen Crore fourteen lakhs Only] divided into 1,71,40,000 (One Crore Seventy-One Lakh
forty thousand] equity shares of 10/- each.

a. Buy Back of Securities:

Company has not bought back any of its securities during the year under review.

b. Sweat Equity:

Company has not issued any Sweat Equity Shares during the year under review.

c. Bonus Shares:

Company has not issued any Bonus Shares during the year under review.

d. Employees Stock Option Plan:

Company has not issued any Employees Stock Option Plan during the year under review.

14. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and
Refund) Rules, 2016/Investor Education and Protection Fund (Awareness and Protection of Investors)
Rules, 2001, there was no unpaid/unclaimed dividends to be transferred during the year under review
to the Investor Education and Protection Fund.

15. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

Not applicable to our Company.

16. BOARD EVALUATION:

The evaluation framework for assessing the performance of the Directors of the Company comprises of
contributions at the Meeting(s) and strategic perspective or inputs regarding the growth and
performance of the Company, amongst others. Pursuant to the provisions of the Companies Act, 2013
and rules made thereunder and as provided under Schedule IV of the Act and Listing Regulations, the
Board has carried an annual performance evaluation of its own performance, all the committees of
Board and the directors individually including Chairman & Managing Director and Independent
Directors in accordance with the criteria of evaluation approved by Nomination & Remuneration
Committee.

Outcome of Evaluation:

Board of the Company was satisfied with the functioning of the Board and its Committees. The
Committees are functioning well and besides covering the Committees'' terms of reference, as mandated
by law, important issues are brought up and discussed in the Committee meetings. The Board was also
satisfied with the contribution of Directors, in their individual capacities.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. Composition of Board of Directors of the Company:

As on March 31, 2025 the Board has the following directors:

Sr. No.	Name of the Director	DIN	Designation
1.	Rajeshkumar Vrajlal Lunagariya	01580748	Managing Director
2.	Ashvinkumar Ravji Lunagaria	02731913	Wholetime Director

3.	Chunilal Samajubhai Virolia	07984858	Wholetime Director
4.	Harendra Mukeshbhai Sevak	09804730	Independent Director
5.	Parulben Hiteshkumar Shah	09804959	Independent Director
6.	Devang Bhikhubhai Parekh	09814005	Independent Director

During the year, there is no Change in the Constitution of Board of Directors of the Company mentioned
as above.

i) Retirement by rotation:

In accordance with the provisions of section 152(6) of the Act and in terms of the Articles of Association
of the Company Mr Chunilal Samajubhai Virolia (DIN: 07984858), Wholetime Director will retire by
rotation at ensuing Annual General Meeting and being eligible, he has offered himself to be re-appointed
as Director. The Board proposes his reappointment to the members.

b. Key Managerial personnel:

During the year under review Mrs. Sunita Sebastian Gonsalves Chief Financial Officer (CFO) of the
company has resigned w.e.f. February 08, 2025. and Mr. Ashvinkumar Ravji Lunagaria (Wholetime
Director) has been appointed as a Chief Financial Officer (CFO) of the company on April 01, 2025.

• In the Board meeting held on 31.07.2024 Board has appointed Ms. Ashish Mahendersingh
Chaudhary as a Company Secretary and compliance officer of the company.

• Ms. Ashish Mahendersingh Chaudhary has resigned from the post of Company Secretary &
Compliance Officer w.e.f. 13^th August, 2024 to pursue career opportunities outside the company.

• In the Board meeting held on 12.09.2024 Board has appointed Mr. Miteshkumar Rajgor as a
Company Secretary and compliance officer of the company.

18. MEETINGS:

i) Board Meeting

During the year under review, the following Board meetings were held and convened:

Sr No.	Date of Board Meeting	Total Number of directors associated as on the date of meeting	Attendance
			Number of directors attended	% of attendance
1.	27/05/2024	6	6	100.00 %
2.	31/07/2024	6	6	100.00 %
3.	20/08/2024	6	6	100.00 %
4.	12/09/2024	6	6	100.00 %
5.	24/10/2024	6	6	100.00 %
6.	14/11/2024	6	6	100.00 %
7.	27/02/2025	6	6	100.00 %

ii) Annual-General Meeting

Sr No.	Type of Meeting	Date of AGM	Total Number of Members as on the date of the meeting	Attendance
				Number of Members attended	% Of Shareholding
1.	Annual General Meeting	21/09/2024	1606	23	70.22

19. DIRECTOR''S RESPONSIBILITY STATEMENT:

1. In accordance with the provisions of Section 134(5] of the Companies Act, 2013 the Board hereby
submits its responsibility Statement;

2. That in the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

3. That the Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that were 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 and loss of the
company for the year under review;

4. That 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;

5. That the Directors have prepared the annual accounts on a going concern basis

6. 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 operating effectively.

7. 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.

20. INDEPENDENT DIRECTOR''S DECLARATION:

The Independent Directors have submitted their disclosures to the Board that they fulfil all the
requirements as stipulated in Section 149(6] of the Companies Act, 2013 and 16(b] of the Listing
Regulations so as to qualify themselves to be appointed as Independent Directors under the provisions
of the Companies Act, 2013 and the rules made thereunder and Listing Regulations.

All the Independent Directors of the Company have registered themselves with the Indian Institute of
Corporate Affairs (“HCA”]. Further, as per the declarations received, all the Independent Directors of
Company have either passed or were exempted to clear online proficiency test as per the first proviso to
Rule 6(4] of the MCA Notification dated October 22, 2019 and December 18, 2020.

21. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

The familiarisation program seeks to update the Directors on the roles, responsibilities, rights and duties
under the Act and other statutes and about the overall functioning and performance of the Company.

The policy and details of familiarisation programme is available on the website of the Company at
www.croplifescience.com

22. AUDIT COMMITTEE:

In compliance with the provisions of section 177 of the Act and regulation 18 of the SEBI LODR
Regulations, the Board has constituted an Audit Committee. The Statutory Auditors and Internal Auditors
of the Company are regular invitees at the Audit Committee Meetings. The Audit Committee holds
discussions with the Statutory Auditors on the ''Limited Review” of the half-yearly, the yearly Audit Plan,
matters relating to compliance of Accounting Standards, their observations arising from the annual audit
of the Company''s accounts and other related matters. The Audit Committee is presented with a summary
of internal audit observations and follow up actions thereon. The terms of reference of Audit Committee
includes the matters prescribed under Section 177 of the Companies Act, 2013 read with SEBI (LODR)
Regulation, 2015.

The Company Secretary acts as the Secretary to the committee

During the year under review, Audit Committee met 4 Four times viz on May 27, 2024, July 31, 2024,
August 20, 2024 and November 14, 2024.

The composition of the Audit Committee as at March 31, 2025:

Name of the	Position in	Nature of Directorship	Attendance
Director	Committee		Eligible to Attend	Attended
Devang Bhikhubhai Parekh	Chairman	Independent Director (Non¬ Executive)	4	4
Harendra Mukeshbhai Sevak	Member	Independent Director (Non¬ Executive)	4	4
Ashvinkumar Ravji Lunagaria	Member	Wholetime Director (Executive)	4	4

There was no change in the constitution of Audit Committee during the F.Y. 2024-25.

23. NOMINATION AND REMUNERATION COMMITTEE AND COMPANY''S POLICY ON DIRECTORS''
APPOINTMENT AND REMUNERATION:

In compliance with the provisions of section 178 of the Act and regulation 19 of the SEBI Listing
Regulations, the Board has constituted the Nomination and Remuneration Committee (“NRC”]. The brief
terms of reference of NRC as specified in clause A of Part D of Schedule II of the Listing Regulations
inter alia contains:

• Formulation of the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the Board a policy, relating to the remuneration of the directors, key
managerial personnel and other employees

• Formulation of criteria for evaluation of performance of independent directors and the Board.

• Devising a policy on Board diversity

• Identifying persons who are qualified to become directors of the Company and who may be
appointed in senior management in accordance with the criteria laid down, and recommend to the
Board their appointment and removal.

• Recommending the remuneration, in whatever form, payable to the senior management personnel.

• Determining whether to extend or continue the term of appointment of the independent director, on
the basis of the report of performance evaluation of independent directors.

• Perform such functions as are required to be performed by the NRC committee under the Securities
and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

During the year under review, Nomination and Remuneration Committee met 5 (Five) times, viz on May

27, 2024, July 31, 2024, August 20, 2024 September 12, 2024 and February 27, 2025.

The composition of NRC as on March 31, 2025:

			Attendance
Name of the	Position in	Nature of Directorship
Director	Committee		Eligible to Attend	Attended
Parulben Hiteshkumar Shah	Chairman	Independent Director (Non-Executive)	5	5
Harendra Mukeshbhai Sevak	Member	Independent Director (Non-Executive)	5	5
Devang Bhikhubhai Parekh	Member	Independent Director (Non-Executive)	5	5

There was no change in the constitution of Nomination and Remuneration Committee during the F.Y. 2024¬
25.

24. STAKEHOLDERS RELATIONSHIP COMMITTEE

In compliance with the provisions of section 178 of the Act and regulation 20 of the SEBI Listing
Regulations, the Board has constituted the Stakeholders Relationship Committee (“SRC”]. The brief terms
of reference of NRC as specified in clause B of Part D of Schedule II of the Listing Regulations inter alia
contains:

• Resolving the grievances of the security holders of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends,
issue of new/duplicate certificates, general meetings etc.

• Review of measures taken for effective exercise of voting rights by shareholders.

• Review of adherence to the service standards adopted by the listed entity in respect of various
services being rendered by the Registrar & Share Transfer Agent.

• Review of the various measures and initiatives taken by the listed entity for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory
notices by the shareholders of the company.

During the year under review, Stakeholders Relationship Committee met 1 (One) time, viz on February

27, 2025.

The composition of SRC as on March 31, 2025:

Name of the Director	Position in Committee	Nature of Directorship	Attendance
			Eligible to Attend	Attended
Harendra Mukeshbhai Sevak	Chairman	Independent Director (Non¬ Executive)	1	1
Parulben Hiteshkumar Shah	Member	Independent Director (Non¬ Executive)	1	1
Chunilal Samajubhai Virolia	Member	Whole-time Director	1	1

There was no change in the constitution of Stakeholders Relationship Committee during the F.Y. 2024¬

25.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

The Company had constituted a CSR Committee to decide upon and implement the CSR Policy of the
Company.

The Details of CSR Committee annexed herewith and marked as Annexure - IX

26. AUDITORS:

a. STATUTORY AUDITORS:

At the Annual General Meeting held on 20^th December, 2023, M/s SHAH & SHAH, Chartered Accountants
(Firm Registration No: 131527W), were appointed as Statutory Auditors of the company for a term of
5(five) years from the conclusion of the 17^th Annual General Meeting till the conclusion of the 22 nd
Annual General Meeting of the Company.

The report of the Statutory Auditors of the Company forms part of the annual report. The Statutory
Auditor has issued Audit Reports with unmodified opinion on the Standalone and Consolidated Financial
Statements of the Company for the year ended 31st March, 2025. The Notes on the Financials Statement
referred to in the Audit Report are self-explanatory and therefore, do not call for any further explanation
or comments from the Board under Section 134(3) (f) of the Companies Act, 2013.

EXPLANATIONS ON QUALIFICATIONS/ ADVERSE REMARKS CONTAINED IN THE AUDIT REPORT:

There was no a qualification, reservations or adverse remarks made by the Auditors in their report.
Observations of the Auditors are self-explanatory and do not call for further information.

b. SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 2 04 of the Act and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Ranjit Kumar Singh of M/s. Ranjit
& Associates, Practicing Company Secretary (Membership: F12564) (COP: 23646) as Secretarial Auditors
to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as
Annexure-VI.

EXPLANATIONS ON QUALIFICATIONS/ ADVERSE REMARKS CONTAINED IN THE AUDIT REPORT:

There was no a qualification, reservations or adverse remarks made by the Auditors in their report.
Observations of the Auditors are self-explanatory and do not call for further information.

c. INTERNAL AUDITOR

During the year under review as per provisions of Section 138 of Companies Act 2013 read with Rule 13
of Companies (Accounts) Rules 2014, the Board of Directors of the Company has M/s. ABNP & Co LLP
(CA. Navroz Patva, M. No. 14051) as internal auditor of the Company in the Board meeting held on 20^th
August 2024.

For the Financial Year 2025-26, Board of Directors of the Company has appointed M/s A R Shaikh & Co,
Chartered Accountants, Ahmedabad (FRN: 109849W) as an internal auditor of the Company

EXPLANATIONS ON QUALIFICATIONS/ ADVERSE REMARKS CONTAINED IN THE AUDIT REPORT:

There was no a qualification, reservations or adverse remarks made by the Auditors in their report.
Observations of the Auditors are self-explanatory and do not call for further information.

d. COST AUDITOR:

Pursuant to the Provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Amendment Rules, 2014, the Board of Directors have appointed M/s. Y S Thakar &
Co., Practicing Cost Accountants (Firm Registration No. 000318) as the Cost Auditor of the Company for
Financial Year 2025-26, subject to remuneration being ratified by the Members at the ensuing AGM of
the Company

EXPLANATIONS ON QUALIFICATIONS/ ADVERSE REMARKS CONTAINED IN THE AUDIT REPORT:

There was no a qualification, reservations or adverse remarks made by the Auditors in their report.
Observations of the Auditors are self-explanatory and do not call for further information.

27. FRAUDS REPORTED UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013:

No fraud was noticed by the Auditors under Section 143(12) of the Companies Act, 2013.

28. RISK MANAGEMENT:

The risk management includes identifying types of risks and its assessment, risk mitigation and
monitoring and reporting. The Board judges from time-to-time Credit Risk/ Liquidity Risk to the fair and
reasonable extent that your Company is willing to take. The Company has its internal Risk Management
Policy as the elements of risk threatening the Company''s existence are very minimal.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company had constituted a CSR Committee to decide upon and implement the CSR Policy of the
Company.

As per the provision of Section 135 the Company was required to spend INR 11,31,364 /- during the F.Y.
2024-25 and the Rs. 12,00,000/- has been spent as per CSR laws of Companies Act 2013.

Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate
Social Responsibility Policy (CSR Policy) in accordance with the provisions of Section 135 of Companies
Act, 2013 and Schedule VII thereto indicating the activities which can be undertaken by the Company.
This Policy has been approved by the Board. The CSR Policy is available on the Company''s website at
www.croplifescience.com.

The Annual Report on CSR activities is annexed herewith and marked as Annexure - IX.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company is committed to provide a healthy environment to all employees that enable them to
work without the fear of prejudice and gender bias. Your Company has in place a Prevention of Sexual
Harassment (POSH) Policy in line with the requirements of the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Company through this policy has constituted Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and your
Company has complied with its provisions.

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal] Act, 2013 (''Act'') and Rules made thereunder, Company has assigned the responsibilities to
Internal Committee.

The details of Complaint pertaining to sexual harassment are provided as under:

Number of complaints of sexual harassment received in the year	NIL
Number of complaints disposed off during the year	NIL
Number of cases pending for more than ninety days	NIL

During the year under review, your Company has not received any complaint pertaining to sexual
harassment

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND
OUTGO:

The information pertaining to conservation of energy, technology absorption, foreign exchange
Earnings and outgo as required under Section 134(3) of the Companies Act, 2013 read with Rule 8(3)
of the Companies (Accounts) Rules, 2014 is furnished

(A) Conservation of energy:

A	The steps taken / impact on conservation of energy:	The Company has not taken any steps for conservation of energy in the year under review, however the Company is searching for techniques to reduce the conservation of energy.
B	The steps taken by the Company for utilising Alternate Sources of Energy	The Company is in the process of

searching the best available alternate
source of Energy in renewable sector

C The capital investment on energy The Company is in the process of

conservation equipment: searching capital investment on energy

conservation equipment

(B) Technology absorption:

A	Efforts, in brief, made towards technology absorption, adoption and innovation.	The Company is using the raw material which is environment friendly.
B	Benefits derived as a result of the above efforts e.g. Product improvement, cost reduction, product development, import substitution etc.
C	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year:
	The details of the technology imported : -	NA
	The year of import	NA
	Whether the technology been fully absorbed	NA
	If not fully absorbed, areas where absorption has not taken place, and the reasons thereof,	NA
D	Research & Development
	Specific areas in which R & D is carried out by the Company.	No
	Benefits derived as a result of the above R & D.	No
	Future Plan of Action	No
	Expenditure on R & D	No

(C) Foreign exchange earnings and Outgo

Amount (Rs. In Lac)

PARTICULARS	F.Y. 2024-25	F.Y. 2023-24
|Export Sales	1417.56	2606.56
Import Purchases	443.84	-

32. PARTICULARS OF EMPLOYEES AND REMUNERATION:

Details of top 10 employees and information required under the provisions of Sec.197(12) of the
Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of Companies (Appointment and Remuneration
of Managerial Personnel) Rules,2014, as amended, which form part of the Directors'' Report, is given as
Annexure- VIII., and will be made available to any shareholders on request as per provision of section
136(1) of the said Act.

The Managing Director or Whole Time Director as per the terms of his /their appointment, does not
draw any commission or remuneration from subsidiary Company(ies). Hence, no disclosure(s) as
required u/s 197(14) of the Act has been made.

The remuneration paid to the Directors, Managing Directors, Whole time Directors and Managers during
the Financial Year under review is within the limit as prescribed under Sec 197(1) of the Companies
Act,2013.

The remuneration paid to the Directors, Key Managerial Personnel and senior management is as per the
Remuneration Policy of the Company which is available on the Company''s website
www.croplifescience.com.

33. DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM:

The Whistle Blower Policy (Vigil Mechanism) was constituted by the Board of Directors, pursuant to
Section 177 of the Companies Act, 2013 and the Rules made thereunder to report genuine concerns of
Directors and Employees. The Policy has been uploaded on the Company''s website and can be accessed
on its website link: www.croplifescience.com.

34. DISCLOSURE IN RESPECT OF SCHEME FORMULATED UNDER SECTION 67(3) OF THE
COMPANIES ACT, 2013:

The Company has not formulated any scheme in terms of Section 67(3) of the Companies Act, 2013.

35. DISCLOSURES PURSUANT TO SECTION 197 (14) OF THE COMPANIES ACT, 2013:

None of the Directors of the Company are in receipt of any commission from any holding or subsidiary
Company.

36. RELATED PARTIES TRANSACTIONS:

All related party transactions/arrangements/contracts entered into by the Company during the financial
year 2024-25 were either undertaken on the basis of omnibus approval of the Audit Committee or
approved by the Audit Committee and/or Board. All related party transactions were at arm''s length basis
and in the ordinary course of business in compliance with the applicable provisions of the Act and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

There are no materially significant related party transactions that may have potential conflict with
interest of the Company at large. Details of related party transactions entered into by the Company, in
terms of generally accepted accounting Principles in India have been disclosed in the notes to the
standalone / consolidated financial statements forming part of this Annual Report.

Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts)
Rules, 2014 is set out in Annexure-II to this Report. The related party transaction details are also
mentioned in note no. 44 of the standalone audited financials

Company''s Related Party Transactions Policy appears on its website link: www.croplifescience.com.

37. CORPORATE GOVERNANCE:

Integrity and transparency are key factors to our corporate governance practices to ensure that we
achieve and as per Regulation 15(2) (b) of the SEBI Listing Regulations, compliance with the corporate
governance provisions as specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of
regulation 46 and para-C, D and E of Schedule V, shall not apply to the Company. The Certificate of the
non-applicability of submission of Report on Corporate Governance is attached as Annexure - V to the
Board''s Report.

38. MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements]
Regulations, 2015 a review of the performance of the Company, for the year under review, Management
Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report.

The Management Discussion and Analysis Report is appended as Annexure-III to this Report.

39. CEO AND CFO CERTIFICATION:

Mr. Rameshkumar Lunagariya, Managing Director and Mr. Ashvinkumar Ravji Lunagaria, Chief Financial
Officer have given certificate to the board as contemplated in SEBI Listing Regulations.

The said certificate is attached as Annexure-IV.

40. CERTIFICATE ON NON-DISQUALIFICATION OF DIRECTORS

Your Company is required to take a 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 per item 10 (i] of Part C of Schedule V of the Securities Exchange Board of India.

The certificate on non-disqualification of directors (Pursuant to Regulation 34(3] and schedule V para-C
clause 10(i) of the SEBI (Listing Obligation and Disclosure Requirements] Regulations 2015 received
from Mr. Ranjit k. Singh (CP No: 23646, Meb No: F12564] of M/s Ranjit & Associates forming the part of
the Annual Report as Annexure-VII.

41. ANNUAL RETURN:

The Annual Return of Company for the FY 2024-25 will be available on the Company''s website at
www.croplifescience.com.

42. MAINTENANCE OF COST RECORD:

The Company is required to maintain Cost Records as specified by Central government under subsection
(1] of section 148 of the Companies Act, 2013, and accordingly such accounts and records are made and
maintained. During the year under review, Cost Audit is also applicable to us and accordingly, we have
appointed the Cost Auditors and their details are mentioned elsewhere in this report.

43. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

During the year under review, Company has complied with the applicable provisions of Secretarial
Standards issued by the Institute of Company Secretaries of India and approved by the Central
Government under section 118(10] of the Companies Act, 2013.

44. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company affirms that it is in full compliance with the provisions of the Maternity Benefit Act, 1961,
as amended from time to time. The Company is committed to fostering a supportive and inclusive work
environment, and ensures that all relevant policies and practices are regularly reviewed and aligned with
the applicable statutory requirements.

45. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS/ COURTS:

There are no other significant/material orders passed by the Regulators, Courts, Tribunals, Statutory and
quasi-judicial body impacting the going concern status of the Company and its operations in future.

The details of litigation on tax and other relevant matters are disclosed in the Auditors'' Report and
Financial Statements which forms part of this Annual Report. (Note 37 of Financial Statements]

46. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016(IBC):

During the period under review no corporate insolvency resolution process is initiated against the
company under the Insolvency and Bankruptcy Code, 2016 (IBC).

47. WEBSITE:

Your Company has its fully functional website https://www.croplifescience.com/ which has been
designed to exhibit all the relevant details about the Company. The website carries a comprehensive
database of information of the Company including the Financial Results of your Company, Shareholding
Pattern, details of Board Committees, Corporate Policies/ Codes, business activities and current affairs
of your Company. All the mandatory information and disclosures as per the requirements of the
Companies Act, 2013, Companies Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations &
Disclosure Requirements] Regulations, 2015 and also the non-mandatory information of Investors''
interest / knowledge has been duly presented on the website of the Company.

48. DETAILS OF APPLICATION MADE OR ANY PRECEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE FY ALONG WITH THE CURRENT STATUS:

During the year under Review, neither any application was made nor are any proceedings pending under
Insolvency and Bankruptcy Code, 2016.

ACKNOWLEDGEMENT

Your directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government
and Regulatory Authorities and Stock Exchanges, for their continued support.

Your directors wish to place on record their sincere appreciation for significant contributions made by
the employees at all levels through their dedication, hard work and commitment during the year under
review.

The Board places on record its appreciation for the support and co-operation your Company has been
receiving from its suppliers, distributors, retailers, business partners and others associated with it as

its trading partners. Your Company looks upon them as partners in its progress and has shared with them
the rewards of growth. It will be your Company''s endeavour to build and nurture strong links with the
trade based on mutuality of benefits, respect for and co-operation with each other, consistent with
consumer interests.

Registered Office For and on behalf of Board

Crop Life Science Limited

6th Floor, ABS Tower, Near
Chakli Circle, O.P. Road,

Vadodara, Gujarat, India,

390007

Date: 26/08/2025 Rajeshkumar Vrajlal Ashvinkumar Ravji

Lunagariya Lunagaria

^Place: Vadodara Managing Director Wholetime Director

DIN: 01580748 DIN:02731913

---

Mar 31, 2024

Your Directors have pleasure in presenting the 18^th Annual Report of your Company together with the Audited Standalone and Consolidated Financial Statements and Auditor''s Report of your Company for the financial year ended on 31^st March, 2024.

1. CORPORATE OVERVIEW AND BACKGROUND:

Our Company was incorporated as a public limited company under the provision of the Companies Act,

1956 on May 24, 2006. By Acquisition, Backward and forward integration, CLSL now has become a leading producer of a wide range of Products - Fungicides, Herbicides, Insecticides, Plant Growth Regulators, and soil and plant health products.

CLSL believes in the strategy of continuous expansion and development of high-value and branded —= products with a thrust on registration and marketing according to customer requirements.

CLSL has a manufacturing site at Ankleshwar in Gujarat and runs on world class technologies and quality services. The company focuses on quality to serve its customers. Each stage of production from raw material to finished product is closely monitored and maintains the standard. The company''s unit is certified with internationally ISO 9001:2015 for Quality assurance.

R & D is a major strength for the company and it continues to invest in innovative formulations that are environmentally and user-friendly. The company is fully committed to maintaining and expanding its portfolio. —^

The aim of CLSL is to build strong relationships with customers to understand their needs and deliver real performance in terms of usage.

With our crop protection products, we are securing food for the world now and tomorrow.

CLSL lives to its commitment to prompt deliveries and adherence to promised delivery agenda. The organization works hand in hand with the farming community to bring innovation linear to life, fulfilling its motto of “Farmer''s Prosperity”.

“We believe that growth is built on doing better than what is good enough, rising above individual limitation and leaping over obstructions.”

2. KEY FINANCIAL HIGHLIGHTS:

(INR in Lakhs)

Particulars			2023-24						2022-23
		Standalone			Consolidated			Standalone
T otal Revenue			20,071.07			20,071.62			13,202.81
Total Expenditure		19,257.73			19,260.91			12,643.11
Profit Before Exceptional & Extraordinary items & tax
			813.35			810.71			559.70
Prior Period Items		-			-			-
Profit Before Taxes			813.35			810.71			559.70
Less : Current Tax		237.03			237.03			159.66
Less: Tax Expenses Earlier period		-						-
Less : Deferred Tax Liability / (assets)		(27.91)			(27.91)			(7.08)
Profit/ (Loss) for the year			604.23			601.59			407.12
Other Comprehensive Income		4.23			4.23			46.44
Total Other Comprehensive Income			608.46			605.82			453.55

3. STATE OF COMPANY''S AFFAIRS AND OUTLOOK

We are in to manufacturing of wide and varied range of products namely Pesticides and Micro Fertilizer. Pesticides includes Insecticides, Fungicides, Herbicides and Weedicides. We have 302 technical formulations approval for manufacturing insecticides products from Directorate of Agriculture, Krishi Bhavan Gandhinagar including almost 44 technical formulations for export product only. We believe that comprehensive range of our products helps our distributors to achieve their business objectives and enable us to obtain additional business from existing customers as well as address a larger base of potential new customers.

Our Company have grown the depth and breadth of our distributor and wholesaler network rapidly. Our company is having approx 2200 channel distributors and wholesaler outlets chain located over different ~ ^m region of states of our country namely Gujarat, Maharashtra, Uttar Pradesh, Madhya Pradesh, Bihar, West Bengal, Chhattisgarh etc. In addition, we are also exporting agro chemicals products to Bangladesh, Egypt, Myanmar, Vietnam, Sudan , UAEand other countries. Our company focuses on building long term relationships with our distributor and wholesaler network in both Tier 2 and Tier 3 cities as well as in India''s largest cities. Our policy is to offer attractive margins to our distributors on seasonal basis to incentivize and motivate them with respect to the distribution of our products versus the products of our competitors.

Our individual promoter Directors, Mr. Rajesh Lunagariya and Mr. Ashvin Lunagaria are having experience of more than 16 years in the field of manufacturing of agro chemical namely Pesticides and Micro Fertilizer. Our promoter Directors are backed by experienced core management team who looks after the production, sales and marketing, research & development, legal compliance and finance. We benefit from the experience of the individual Promoters-Directors and core management team which has enabled us to successfully implement our growth strategies.

The factory is located in GIDC Industrial area at Ankleshwar, District: Bharuch. In GIDC Ankleshwar, number of chemical industrial units are established. The Factory is located near Ankleshwar Railway Station on the main track connecting Gujarat, Maharashtra and Delhi corridor. In this area, all the infrastructure facilities such as power supply, roads, water supply etc. are developed and provided by governments/Local Authorities. All the benefits of infrastructure facilities developed by Government/Local Authorities are reaped by our company. Ankleshwar enjoys the good connectivity through National Highway roads and railway, which makes the movements of the raw-material as well ^ as finished goods easy and comfortable. Thus, it helps in smooth procurement of raw materials and dispatch of finished goods to our various customers PAN India from our well established Depots located at different places in Gujarat, Maharashtra, Uttar Pradesh, Madhya Pradesh, Bihar, West Bengal, and Chhattisgarh.

We have state of the art in-house laboratory in our factory for Research & Development and for Chemical Testing, which keeps track of quality control of our products. All products which are dispatched from the factory premises are inspected by two authorized officials heading the dispatch department. Further, quality check is done at every stage of manufacturing to ensure the adherence to desired specifications. Since, our Company is dedicated towards quality of products, processes and inputs, we get repetitive orders from our buyers, as we are capable of meeting their quality standards, which enables us to maintain our brand image in the market.

4. CAPITAL STRUCTURE

The Authorized Share Capital of the Company is 25,00,00,000/- (Rupees Twenty Five Crore only) divided into 2,50,00,000 (Two Crore Fifty Lakh) equity shares of Rs. 10/- each.

The Paid up Share capital of the Company at the end of financial year 2023-24 was 17,14,00,000/-(Rupees Seventeen Crore fourteen lakhs Only) divided into 1,71,40,000 (One Crore Seventy one Lakh forty thousand) equity shares of 10/- each.

During the year under review the Company issued 51,40,000 equity shares of face value of 10.00 each for cash at a price of Rs. 52.00 per equity share as through the Initial Public offer (IPO). During the year, the paid up share capital of the Company has increased from Rs. 12,00,00,000/- to Rs. 17,14,00,000/-.

5. MATERIAL CHANGES AND COMMITMENT OCCURRED AFTER THE END OF FINANCIAL YEAR AND UP TO THE DATE OF REPORT:

There were no such material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report which can affect the financial ^ position of the Company.

6. TRANSFER TO RESERVES:

During the year under review, no amount has been transferred to the reserves by the Company. Total amount of net profit is maintained in retained earnings.

7. DIVIDEND:

To strengthen the financial position of the Company and to augment working capital your directors do not recommend declaring any dividend for the financial year 2023-24.

8. CHANGE IN NATURE OF BUSINESS:

During the year under review, there is no change in the nature of business activities of the Company.

9. SUBSIDIARY COMPANY OR JOINT VENTURE COMPANY OR ASSOCIATE COMPANY:

During the year under review, HETBAN SPECHEM LIMITED became our Subsidiary on 27^th March 2024.

As required under Rule 8 (1) of the Companies (Accounts) Rules, 2014, the Board''s Report has been prepared on standalone financial statements and a report on performance and financial position of the subsidiary included in the consolidated financial statements is furnished in Form AOC - 1 and consolidated performance and financial summary given in the key financial highlights.

In accordance with third proviso of Section 136 (1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements have been placed on the website of the Company, www.croplifescience.com. Shareholders interested in obtaining ^ a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company''s registered office.

Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013 read with Rule 8 (1) of the Companies

(Accounts) Rules, 2014, a statement containing salient features of the Financial Statements of the Company''s Subsidiary in Form AOC-1 is attached to the Financial Statements.

We have Attached Form AOC-1 as an Annexure-X

The Company does not have any Joint Venture or Associate Company.

10. ADEQUACY OF INTERNAL CONTROL SYSTEM:

Company has adequate Internal Financial Controls System over financial reporting which ensures that all transactions are authorized, recorded, and reported correctly and in a timely manner. The Company''s Internal Financial Controls over financial reporting provides reasonable assurance over the integrity of financial statements of the Company.

Company has laid down Standard Operating Procedures, Policies and procedures to guide the operations of the business. Functional heads are responsible to ensure compliance with all laws and regulations and also with the policies and procedures laid down by the management.

11. DEPOSITS:

The Company has neither accepted nor renewed any deposits from public during the year under review to which the provisions of the Companies (Acceptance of Deposits) Rules 2014 applies.

As on 31^st March 2024, the company has outstanding unsecured loan of Rs. 14,58,459 from the Directors.

12. LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 185 and 186 OF THE COMPANIES ACT, 2013:

There were no loans or guarantees given by the Company under Section 186 of the Companies Act,

2013 during the year under review.

13. SHARE CAPITAL

The Paid-up Share capital of the Company at the beginning of the year was Rs. 12,00,00,000/-. During the period under review, the Company has issued 51,40,000 equity shares of face value of 10.00 each for cash at a price of Rs. 52.00 per equity share through the Initial Public offer (IPO). Hence the paid up share capital of the Company has increased from Rs. 12,00,00,000/- to Rs. 17,14,00,000/-.

The shares of the company have been listed through the IPO on 30.08.2024.

a. Buy Back of Securities:

Company has not bought back any of its securities during the year under review.

b. Sweat Equity:

Company has not issued any Sweat Equity Shares during the year under review.

c. Bonus Shares:

Company has not issued any Bonus Shares during the year under review.

d. Employees Stock Option Plan:

Company has not issued any Employees Stock Option Plan during the year under review.

14. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016/Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, there was no unpaid/unclaimed dividends to be transferred during the year under review to the Investor Education and Protection Fund.

15. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

Not applicable to our Company.

16. BOARD EVALUATION:

The evaluation framework for assessing the performance of the Directors of the Company comprises ^ of contributions at the Meeting(s) and strategic perspective or inputs regarding the growth and performance of the Company, amongst others. Pursuant to the provisions of the Companies Act, 2013 and rules made thereunder and as provided under Schedule IV of the Act and Listing Regulations, the Board has carried an annual performance evaluation of its own performance, all the committees of Board and the directors individually including Chairman & Managing Director and Independent Directors in accordance with the criteria of evaluation approved by Nomination & Remuneration Committee.

Outcome of Evaluation:

Board of the Company was satisfied with the functioning of the Board and its Committees. The Committees are functioning well and besides covering the Committees'' terms of reference, as mandated by law, important issues are brought up and discussed in the Committee meetings. The Board was also satisfied with the contribution of Directors, in their individual capacities.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. Composition of Board of Directors of the Company:

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

Sr. No.	Name of the Director			DIN	Designation
1.	Rajeshkumar Vrajlal Lunagariya			01580748	Managing Director
2.		Ashvinkumar Ravji		02731913	Wholetime Director
		Lunagaria
3.	Chunilal Samajubhai Virolia			07984858	Wholetime Director
4.		Harendra Mukeshbhai		09804730	Independent Director
		Sevak
5.	Parulben Hiteshkumar Shah			09804959	Independent Director
6.		Devang Bhikhubhai		09814005	Independent Director
		Parekh

During the year, there is no Change in the Constitution of Board of Directors of the Company mentioned as above.

i) Retirement by rotation:

In accordance with the provisions of section 152(6) of the Act and in terms of the Articles of Association of the Company Mr Ashvinkumar Ravji Lunagaria (DIN: 02731913), Wholetime Director will retire by rotation at ensuing Annual General Meeting and being eligible, he has offered himself to be re-appointed as Director. The Board proposes his reappointment to the members.

b. Key Managerial personnel:

During the year under review Mrs. Rajvi Nikunj Shah Chief Financial Officer (CFO) of the company has resigned w.e.f. January 25, 2024 and Mrs. Sunita Sebastian Gonsalves has been appointed as a Chief Financial Officer (CFO) of the company on February 13, 2024.

After the closure of financial Year Mr. Sherry Kallil Sunny Resigned w.e.f. April 30, 2024 as a Company Secretary and compliance officer of the company. In the Board meeting held on 31.07.2024 Board has appointed Ms. Ashish Mahendersingh Chaudhary as a Company Secretary and compliance officer of the company.

Ms. Ashish Mahendersingh Chaudhary has resigned from the post of Company Secretary & Compliance Officer w.e.f. 13^th August, 2024 to pursue career opportunities outside the company.

18. MEETINGS: i) Board Meeting

During the year under review, the following Board meetings were held and convened:

Sr No.		Date of Board Meeting			Total Number of directors associated as on the date of meeting			Attendance
								Number of directors attended			% of attendance
1.		01/04/2023			6			6			100.00 %
2.	22/06/2023			6			4			66.67 %
3.		10/07/2023			6			5			83.33%
4.	09/08/2023			6			6			100.00 %
5.		25/08/2023			6			6			100.00 %
6.	28/08/2023			6			6			100.00 %
7.		10/11/2023			6			5			83.33%
8.	13/02/2024			6			6			100.00 %
9.		19/03/2024			6			5			83.33%

ii) Annual-General Meeting

Sr No.	Type of Meeting	Date of AGM	Total Number of Members as on the date of the meeting	Attendance
				Number of Directors attended	% of attendance
1.	Annual General Meeting	20/12/2023	1983	6	100

19. DIRECTOR''S RESPONSIBILITY STATEMENT:

1. In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement;

2. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

3. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and loss of the company for the year under review;

4. That 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;

5. That the Directors have prepared the annual accounts on a going concern basis

6. 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 operating effectively.

7. 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.

20. INDEPENDENT DIRECTOR''S DECLARATION:

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and 16(b) of the Listing Regulations so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the rules made thereunder and Listing Regulations.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (“IICA”). Further, as per the declarations received, all the Independent Directors of Company have either passed or were exempted to clear online proficiency test as per the first proviso to Rule 6(4) of the MCA Notification dated October 22, 2019 and December 18, 2020.

21. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

The familiarisation program seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company.

The policy and details of familiarisation programme is available on the website of the Company at www.croplifescience.com

22. AUDIT COMMITTEE:

In compliance with the provisions of section 177 of the Act and regulation 18 of the SEBI LODR Regulations, the Board has constituted an Audit Committee. The Statutory Auditors and Internal Auditors of the Company are regular invitees at the Audit Committee Meetings. The Audit Committee holds discussions with the Statutory Auditors on the ''Limited Review” of the half-yearly, the yearly Audit Plan, matters relating to compliance of Accounting Standards, their observations arising from the annual audit of the Company''s accounts and other related matters. The Audi t Committee is presented with a summary of internal audit observations and follow up actions thereon. The terms of reference of Audit Committee includes the matters prescribed under Section 177 of the Companies Act, 2013 read with SEBI (LODR) Regulation, 2015.

The Company Secretary acts as the Secretary to the committee

During the year under review, Audit Committee met 4 Four times viz on April 10, 2023, August 9, 2023, November 10, 2023 and March 19, 2024.

The composition of the Audit Committee as at March 31, 2024:

Name of the Director	Position in Committee	Nature of Directorship	Attendance
			Eligible to Attend	Attended
Devang Bhikhubhai Parekh	Independent Director (Non-Executive)	Chairman	4	4
Harendra	Independent Director	Member	4	4
Mukeshbhai Sevak	(Non-Executive)
Ashvinkumar Ravji Lunagaria	Wholetime Director (Executive)	Member	4	4

There was no change in the constitution of Audit Committee during the F.Y. 2023-24.

23. NOMINATION AND REMUNERATION COMMITTEE AND COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

In compliance with the provisions of section 178 of the Act and regulation 19 of the SEBI Listing Regulations, the Board has constituted the Nomination and Remuneration Committee (“NRC”). The brief terms of reference of NRC as specified in clause A of Part D of Schedule II of the Listing Regulations inter alia contains:

• Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees

• Formulation of criteria for evaluation of performance of independent directors and the Board.

• Devising a policy on Board diversity

• Identifying persons who are qualified to become directors of the Company and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

• Recommending the remuneration, in whatever form, payable to the senior management personnel.

• Determining whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

• Perform such functions as are required to be performed by the NRC committee under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

During the year under review, Nomination and Remuneration Committee met 3 (Three) times, viz on April 10, 2023 , August 28, 2023 and February 13, 2024.

The composition of NRC as on March 31, 2024:

			Nature of Directorship		Attendance
Name of the Director		Position in Committee
					Eligible to Attend	Attended
Parulben Hiteshkumar Shah		Independent Director (Non-Executive)	Chairman	3		3
Harendra Mukeshbhai Sevak		Independent Director (Non-Executive)	Member		3	3
Devang Bhikhubhai Parekh		Independent Director (Non-Executive)	Member	3		3

There was no change in the constitution of Nomination and Remuneration Committee during the F.Y. 2023

24.

24. STAKEHOLDERS RELATIONSHIP COMMITTEE

In compliance with the provisions of section 178 of the Act and regulation 20 of the SEBI Listing Regulations, the Board has constituted the Stakeholders Relationship Committee (“SRC”). The brief terms of reference of NRC as specified in clause B of Part D of Schedule II of the Listing Regulations inter alia contains:

• Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

• Review of measures taken for effective exercise of voting rights by shareholders. -

• Review of adherence to the service standards adopted by the listed entity in respect of various

services being rendered by the Registrar & Share T ransfer Agent. ^

• Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

During the year under review, Stakeholders Relationship Committee met 1 (One) time, viz on March 19,

2024.

The composition of SRC as on March 31, 2024:

					Nature of Directorship	Attendance f
Name of the Director			Position in Committee
						Eligible to Attend	Attended
Harendra Mukeshbhai Sevak		Independent Director (NonExecutive)			Chairman	1	1
Parulben Hiteshkumar Shah			Independent Director (NonExecutive)		Member	1	1

Chunilal Samajubhai	Whole-time Director	Member	1	1
Virolia

There was no change in the constitution of Stakeholders Relationship Committee during the F.Y. 202324.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

The Company had constituted a CSR Committee to decide upon and implement the CSR Policy of the Company.

The Details of CSR Committee annexed herewith and marked as Annexure - IX

26. AUDITORS:

a. STATUTORY AUDITORS:

At the Annual General Meeting held on 20 ^th December, 2023, M/s SHAH & SHAH, Chartered Accountants (Firm Registration No: 131527W), were appointed as Statutory Auditors of the company for a term of 5(five) years from the conclusion of the 17^th Annual General Meeting till the conclusion of the 22nd Annual General Meeting of the Company.

The report of the Statutory Auditors of the Company forms part of the annual report. The Statutory Auditor has issued Audit Reports with unmodified opinion on the Standalone and Consolidated Financial Statements of the Company for the year ended 31st March, 2024. The Notes on the Financials Statement referred to in the Audit Report are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) (f) of the Companies Act, 2013.

EXPLANATIONS ON QUALIFICATIONS/ ADVERSE REMARKS CONTAINED IN THE AUDIT REPORT:

There was no a qualification, reservations or adverse remarks made by the Auditors in their report. Observations of the Auditors are self-explanatory and do not call for further information.

b. SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Ranjit Kumar Singh of M/s. Ranjit & Associates, Practicing Company Secretary (Membership: F12564) (COP: 23646) as Secretarial Auditors to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure-VI.

EXPLANATIONS ON QUALIFICATIONS/ ADVERSE REMARKS CONTAINED IN THE AUDIT REPORT:

We have conducted the AGM within the extended time period but doe to want of quorum, the meeting was adjourned for the next week at the same place, day and time and so it comes after the extension period which was beyond our control.

Regarding the observation relating to the provision of Section 185 and 186, we have taken approval of the shareholders in our General Meeting, thus is now complied with.

c. INTERNAL AUDITOR:

During the year under review provisions of Section 138 of Companies Act 2013 read with Rule 13 of Companies (Accounts) Rules 2014, the Board of Directors of the Company has appointed M/s. ABNP &

Co LLP, Chartered Accountants (CA. Navroz Patva, M. No. 14051) as internal auditor of the Company in the Board meeting held on 20^th August 2023.

EXPLANATIONS ON QUALIFICATIONS/ ADVERSE REMARKS CONTAINED IN THE AUDIT REPORT:

There was no a qualification, reservations or adverse remarks made by the Auditors in their report. Observations of the Auditors are self-explanatory and do not call for further information.

d. COST AUDITOR:

Pursuant to the Provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors have appointed M/s. Y S Thakar & ^ Co., Practicing Cost Accountants (Firm Registration No. 000318) as the Cost Auditor of the Company for Financial Year 2024-25, subject to remuneration being ratified by the Members at the ensuing AGM of the Company

EXPLANATIONS ON QUALIFICATIONS/ ADVERSE REMARKS CONTAINED IN THE AUDIT REPORT:

There was no a qualification, reservations or adverse remarks made by the Auditors in their report. Observations of the Auditors are self-explanatory and do not call for further information.

27. FRAUDS REPORTED UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013:

No fraud was noticed by the Auditors under Section 143(12) of the Companies Act, 2013.

28. RISK MANAGEMENT:

The risk management includes identifying types of risks and its assessment, risk mitigation and monitoring and reporting. The Board judges from time to time Credit Risk/ Liquidity Risk to the fair and reasonable extent that your Company is willing to take. The Company has its internal Risk Management Policy as the elements of risk threatening the Company''s existence are very minimal.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company had constituted a CSR Committee to decide upon and implement the CSR Policy of the Company.

As per the provision of Section 135 the Company was required to spend INR 9,51,626 /- during the F.Y. 2023-24 and the same can''t be spent but as per CSR Provision same has been Transferred on the Fund mentioned under Schedule VII of Companies Act 2013.

Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) in accordance with the provisions of Section 135 of Companies Act, 2013 and Schedule VII thereto indicating the activities which can be undertaken by the Company. This Policy has been approved by the Board. The CSR Policy is available on the Company''s website at www.croplifescience.com.

The annual report on CSR activities is annexed herewith and marked as Annexure - IX.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company is committed to provide a healthy environment to all employees that enable them to work without the fear of prejudice and gender bias. Your Company has in place a Prevention of Sexual Harassment (POSH) Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Company through this policy has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and your Company has complied with its provisions. No complaints were pending in the beginning of the year or no complaint received during the year the Financial Year 2023-24.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished

(A) Conservation of energy:

A		The steps taken / impact on conservation of energy:			The Company has not taken any steps for conservation of energy in the year under
					review, however the Company is searching for techniques to reduce the conservation of energy.
B	The steps taken by the Company for utilising Alternate Sources of Energy			The Company is in the process of searching the best available alternate source of Energy in renewable sector
C		The capital investment on energy conservation equipment:			The Company is in the process of searching capital investment on energy
					conservation equipment

(B) Technology absorption:

A		Efforts, in brief, made towards technology absorption, adoption and innovation.			The Company is using the raw material which is environment
					friendly.
B	Benefits derived as a result of the above efforts e.g. Product improvement, cost reduction, product development, import substitution etc.
C		In case of imported technology (imported during the last three years reckoned from the beginning of the financial year:
	The details of the technology imported :-			NA
		The year of import			NA
	Whether the technology been fully absorbed			NA
		If not fully absorbed, areas where absorption has not taken place, and the reasons thereof,			NA

D	Research & Development
		Specific areas in which R & D is carried out by the Company.			No
	Benefits derived as a result of the above R & D.			No
		Future Plan of Action			No
	Expenditure on R & D			No

(C) Foreign exchange earnings and Outgo

Amount (Rs. In Lakhs) ^

PARTICULARS	F.Y. 2023-24	F.Y. 2022-23
Export Sales	2580.64	186.49
Import Purchases	-	-

32. PARTICULARS OF EMPLOYEES AND REMUNERATION:

Details of top 10 employees and information required under the provisions of Sec.197(12) of the —“-Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014, as amended, which form part of the Directors'' Report, is given as Annexure- VIII., and will be made available to any shareholders on request as per provision of section 136(1) of the said Act.

The Managing Director or Whole Time Director as per the terms of his /their appointment, does not draw any commission or remuneration from subsidiary Company(ies). Hence, no disclosure(s) as required u/s 197(14) of the Act has been made.

The remuneration paid to the Directors, Managing Directors, Whole time Directors and Managers during the Financial Year under review is within the limit as prescribed under Sec 197(1) of the Companies Act,2013.

The remuneration paid to the Directors, Key Managerial Personnel and senior management is as per

the Remuneration Policy of the Company which is available on the Company''s website _

www.croplifescience.com.

33. DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM:

The Whistle Blower Policy (Vigil Mechanism) was constituted by the Board of Directors, pursuant to Section 177 of the Companies Act, 2013 and the Rules made thereunder to report genuine concerns of Directors and Employees. The Policy has been uploaded on the Company''s website and can be accessed on its website link: www.croplifescience.com.

34. DISCLOSURE IN RESPECT OF SCHEME FORMULATED UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

The Company has not formulated any scheme in terms of Section 67(3) of the Companies Act, 2013.

35. DISCLOSURES PURSUANT TO SECTION 197 (14) OF THE COMPANIES ACT, 2013:

None of the Directors of the Company are in receipt of any commission from any holding or subsidiary Company.

36. RELATED PARTIES TRANSACTIONS:

All related party transactions/arrangements/contracts entered into by the Company during the financial year 2023-24 were either undertaken on the basis of omnibus approval of the Audit Committee or approved by the Audit Committee and/or Board. All related party transactions were at arm''s length basis and in the ordinary course of business in compliance with the applicable provisions of the Act and g SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There are no materially significant related party transactions that may have potential conflict with interest of the Company at large. Details of related party transactions entered into by the Company, in terms of generally accepted accounting Principles in India have been disclosed in the notes to the standalone / consolidated financial statements forming part of this Annual Report.

Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in Annexure-II to this Report. The related party transaction details are also mentioned in note no. 46 of the standalone audited financials

Company''s Related Party Transactions Policy appears on its website link: www.croplifescience.com.

37. CORPORATE GOVERNANCE:

Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and As per Regulation 15(2) (b) of the SEBI Listing Regulations, compliance with the corporate governance provisions As specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V, shall not apply to the Company. The Certificate of the non-applicability of submission of Report on Corporate Governance is attached as Annexure - V to the jj Board''s Report.

38. MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report.

The Management Discussion and Analysis Report is appended as Annexure-III to this Report.

39. CEO AND CFO CERTIFICATION:

Mr. Rajeshkumar Lunagariya, Managing Director and Ms. Sunita Sebastian Gonsalves, Chief Financial Officer have given certificate to the board as contemplated in SEBI Listing Regulations.

The said certificate is attached as Annexure-IV.

40. CERTIFICATE ON NON-DISQUALIFICATION OF DIRECTORS

Your Company is required to take a 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 per item 10 (i) of Part C of Schedule V of the Securities Exchange Board of India.

The certificate on non-disqualification of directors (Pursuant to Regulation 34(3) and schedule V para-C clause 10(i) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 received from Mr. Ranjit k. Singh (CP No: 23646, Meb No: F12564) forming the part of the Annual Report as Annexure-VII.

41. ANNUAL RETURN: -—

The Annual Return of Company for the FY 2023-24 will be available on the Company''s website at www.croplifescience.com.

42. MAINTENANCE OF COST RECORD:

The Company is required to maintain Cost Records as specified by Central government under subsection (1) of section 148 of the Companies Act, 2013, and accordingly such accounts and records are made and maintained. During the year under review, Cost Audit is also applicable to us and accordingly, we have appointed the Cost Auditors and their details are mentioned elsewhere in this report.

43. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

During the year under review, Company has complied with the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under section 118(10) of the Companies Act, 2013.

44. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS/ COURTS:

There are no other significant/material orders passed by the Regulators, Courts, Tribunals, Statutory and quasi-judicial body impacting the going concern status of the Company and its operations in future.

The details of litigation on tax and other relevant matters are disclosed in the Auditors'' Report and Financial Statements which forms part of this Annual Report. (Note 38 of Financial Statements)

45. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND ¦ BANKRUPTCY CODE, 2016(IBC):

During the period under review no corporate insolvency resolution process is initiated against the company under the Insolvency and Bankruptcy Code, 2016 (IBC).

46. WEBSITE:

Your Company has its fully functional website https://www.croplifescience.com/ which has been designed to exhibit all the relevant details about the Company. The website carries a comprehensive database of information of the Company including the Financial Results of your Company, Shareholding Pattern, details of Board Committees, Corporate Policies/ Codes, business activities and current affairs of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Companies Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and also the non-mandatory information of Investors'' interest / knowledge has been duly presented on the website of the Company.

47. DETAILS OF APPLICATION MADE OR ANY PRECEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE FY ALONG WITH THE CURRENT STATUS:

During the year under Review, neither any application was made nor are any proceedings pending under Insolvency and Bankruptcy Code, 2016.

ACKNOWLEDGEMENT

Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment during the year under review.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as

its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Company''s endeavour to build and nurture strong links with ^ the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

Registered Office For and on behalf of Board

Crop Life Science Limited

209, Primate, Nr. Gormoh Restaurant, Opp. Mother Dairy, Judges Bungalow Cross Road, Ahmedabad-380015

Rajeshkumar Vrajlal Ashvinkumar Ravji

Lunagariya Lunagaria ^

Managing Director Wholetime Director

^Date: 20/08/2024 DIN:01580748 DIN:02731913

Place: Vadodara

---

Mar 31, 2023

DIRECTOR''S REPORT

To,

The Members,

CROP LIFE SCIENCE LIMITED

Your Directors have pleasure in presenting the 17^th Annual Report of your Company together with the Audited
Standalone Financial Statements and Auditor''s Report of your Company for the financial year ended on 31^st
March, 2023.

The Registrar of Companies, Gujarat and Dadra Nagar Haveli vide its Order dated 14^th September, 2023 granted
an extension of 2 months and 15 days from 30.09.2023 to conduct the Annual General Meeting of the Company.
Accordingly, the meeting has been conducted on or before the extended period and in compliance with the
respective applicable provisions.

1. CORPORATE OVERVIEW AND BACKGROUND:

Our Company was incorporated as a public limited company under the provision of the Companies Act, 1956 on
May 24, 2006. By Acquisition, Backward and forward integration, CLSL now has become a leading producer of a
wide range of Products - Fungicides, Herbicides, Insecticides, Plant Growth Regulators, and soil and plant health
products.

CLSL believes in the strategy of continuous expansion and development of high-value and branded products with
a thrust on registration and marketing according to customer requirements. —

CLSL has a manufacturing site at Ankleshwar in Gujarat and runs on world class technologies and quality
services. The company focuses on quality to serve its customers. Each stage of production from raw material to
finished product is closely monitored and maintains the standard. The company''s unit is certified with
internationally ISO 9001:2015 for Quality assurance.

R & D is a major strength for the company and it continues to invest in innovative formulations that are
environmentally and user-friendly. The company is fully committed to maintaining and expanding its portfolio.
The aim of CLSL is to build strong relationships with customers to understand their needs and deliver real
performance in terms of usage.

With our crop protection products, we are securing food for the world now and tomorrow.

CLSL lives to its commitment to prompt deliveries and adherence to promised delivery agenda. The organization
works hand in hand with the farming community to bring innovation linear to life, fulfilling its motto of “Farmer''s
Prosperity”.

“We believe that growth is built on doing better than what is good enough, rising above individual limitation and
leaping over obstructions.”

2. KEY FINANCIAL HIGHLIGHTS:

Particulars	2022-23	2021-22
Total Revenue	13,202.81	10,200.96
Total Expenditure	12,643.11	9,862.03
Profit Before Exceptional & Extraordinary items & tax	559.70	376.89
Prior Period Items	-	-
Profit Before Taxes	559.70	376.89
Less : Current Tax	159.66	115.76 --
Less: Tax Expenses Earlier period	-	-
Less : Deferred Tax Liability / (assets)	(7.08)	(20.28)
Profit/ (Loss) for the year	407.12	281.41
Other Comprehensive Income	46.44	5.57
Total Other Compressive Income	453.56	286.98

3. STATE OF COMPANY''S AFFAIRS AND OUTLOOK

We are in to manufacturing of wide and varied range of products namely Pesticides and Micro Fertilizer.
Pesticides includes Insecticides, Fungicides, Herbicides and Weedicides. We have 296 technical formulations
approval for manufacturing insecticides products from Directorate of Agriculture, Krishi Bhavan Gandhinagar
including almost 40 technical formulations for export product only. We believe that comprehensive range of our
products helps our distributors to achieve their business objectives and enable us to obtain additional business
from existing customers as well as address a larger base of potential new customers.

Our Company have grown the depth and breadth of our distributor and wholesaler network rapidly. Our
company is having approx 1800 channel distributors and wholesaler outlets chain located over different region
of states of our country namely Gujarat, Maharashtra, Uttar Pradesh, Madhya Pradesh, Bihar, West Bengal,
Chhattisgarh etc. In addition, we are also exporting agro chemicals products to Bangladesh, Egypt, Myanmar,
Vietnam, Sudan and other countries. Our company focuses on building long term relationships with our
distributor and wholesaler network in both Tier 2 and Tier 3 cities as well as in India''s largest cities. Our policy
is to offer attractive margins to our distributors on seasonal basis to incentivize and motivate them with respect
to the distribution of our products versus the products of our competitors.

Our individual promoters and directors, Rajesh Lunagariya and Ashvin Lunagaria is having experience of more
than 15 years in the field of manufacturing of agro chemical namely Pesticides and Micro Fertilizer. Our
promoters Directors are backed by experienced core management team who looks after the production, sales
and marketing, research & development, legal compliance and finance. We benefit from the experience of the
individual Promoters-Directors and core management team which has enabled us to successfully implement our
growth strategies.

The factory is located in GIDC Industrial area at Ankleswar, Bharuch. In GIDC Ankleshwar, number of chemical
industrial units are established. The location is nearby Ankleshwar Railway Station on the main track connecting
Gujarat, Maharashtra and Delhi corridor. In this area, all the infrastructure facilities such as power supply, roads,
water supply etc. are developed and provided by governments/Local Authorities. All the benefits ^of
infrastructure facilities developed by Government/Local Authorities are reaped by our company. Ankleshwar
enjoys the good connectivity through National Highway roads and railway, which makes the movements of the
raw-material as well as finished goods easy and comfortable. Thus, it helps in smooth procurement of raw
materials and dispatch of finished goods to our various customers situated in different places of Gujarat,
Maharashtra, Uttar Pradesh, Madhya Pradesh, Bihar, West Bengal, Chhattisgarh.

We have state of the art in-house laboratory in our factory for Research & Development and for Chemical Testing,
which keeps track of quality control of our products. All products which are dispatched from the factory premises
are inspected by the 2 authorized officials heading the dispatch department. Further, quality check is done at
every stage of manufacturing to ensure the adherence to desired specifications. Since, our Company is dedicated
towards quality of products, processes and inputs; we get repetitive orders from our buyers, as we are capable
of meeting their quality standards, which enables us to maintain our brand image in the market.

4. CAPITAL STRUCTURE

The Authorized Share Capital of the Company is 25,00,00,000/- (Rupees Twenty Five Crore only) divided into
2,50,00,000 (Two Crore Fifty Lakh) equity shares of Rs. 10/- each.

The Company has increased its Authorised Share Capital from Rs. 16,50,00,000/- (Rupees Sixteen Crore Fifty
Lakh only) divided into 1,65,00,000 (One Crore Sixty Five Lakh) equity shares of Rs. 10/- each.

The Paid up Share capital of the Company at the end of financial year 2022-23 was 12,00,00,000/- (Rupees
Twelve Crore Only) divided into 1,20,00,000 (One Crore twenty Lakh) equity shares of 10/- each.

There was no change in the Paid up share capital of the Company during the year under review.

4. MATERIAL CHANGES AND COMMITMENT OCCURRED AFTER THE END OF FINANCIAL YEAR AND UP TO
THE DATE OF REPORT: (Between 31^st March, 2023 and 28^th August, 2023)

The following material changes and commitments affecting the financial position of the Company occurred
between the end of the financial year and up to the date of this report.

a. Initial Public Offer and Listing of Equity Shares:

Subsequent to the year under review, the Company has successfully raised an amount of Rs. 2672.80 lakhs by
way of its Initial Public Offering (“IPO”) by issue of 51,40,000 equity shares of face value of 10.00 each (“our
company” or “the issuer”) for cash at a price of '' 52.00 per equity share (including a share premium of '' 42.00 per
equity share) (“issue price”) in compliance with Chapter IX of SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018 as amended.

The Company equity shares got listed on the National Stock Exchange of India (NSE) SME EMERGE Platform on
August 30, 2023.

b. Increase in the Paid Up share capital

The Company has issued 51,40,000 equity shares of face value of 10.00 each for cash at a price of ''52.00 per
equity share as the Initial Public offer (IPO). Hence the paid up share capital of the Company has increased from
Rs. 12,00,00,000/- to Rs. 17,14,00,000/-

5. TRANSFER TO RESERVES:

During the year under review, no amount has been transferred to the reserves by the Company. Total amount of
net profit is maintained in retained earnings.

6. DIVIDEND:

To strengthen the financial position of the Company and to augment working capital your directors do not
recommend declaring any dividend for the financial year 2022-23.

7. CHANGE IN NATURE OF BUSINESS:

During the year under review, there is no change in the nature of business activities of the Company. vj

8. SUBSIDIARY COMPANY OR JOINT VENTURE COMPANY OR ASSOCIATE COMPANY:

The Company does not have any Subsidiary Company, Associate Company or Joint Venture Company.

9. ADEQUACY OF INTERNAL CONTROL SYSTEM:

Company has adequate Internal Financial Controls System over financial reporting which ensures that all *
transactions are authorized, recorded, and reported correctly in a timely manner. The Company''s Internal
Financial Controls over financial reporting provides reasonable assurance over the integrity of financial
statements of the Company.

Company has laid down Standard Operating Procedures, Policies and procedures to guide the operations of the
business. Functional heads are responsible to ensure compliance with all laws and regulations and also with the
policies and procedures laid down by the management.

10. DEPOSITS:

The Company has neither accepted nor renewed any deposits from public during the year under review
to which the provisions of the Companies (Acceptance of Deposits) Rules 2014 applies.

As on 31st March 2023, the company has outstanding unsecured loan of Rs. 49,88,654 from the Directors.

11. LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 185 and 186 OF THE COMPANIES ACT,
2013:

There were no loans or guarantees given by the Company under Section 186 of the Companies Act, 2013 during
the year under review. However, the Company had paid advances to Hetban Spechem Limited, CLSL Pack Science
Private Limited and CLSL Solutions Private Limited in the F.Y. 2018-19 and F.Y. 2020-21. The Company has made
a voluntary compounding application to the Registrar of Companies, Ahmedabad for Violation of Section 185 of
the Companies Act, 2013.

12. SHARE CAPITAL

The Paid up Share capital of the Company at the end of financial year was 12,00,00,000/- (Rupees Twelve Crore
Only) divided into 1,20,00,000 (One Crore twenty Lakh) equity shares of 10/- each.

a. Buy Back of Securities:

Company has not bought back any of its securities during the year under review.

b. Sweat Equity:

Company has not issued any Sweat Equity Shares during the year under review.

c. Bonus Shares:

Company has not issued any Bonus Shares during the year under review.

d. Employees Stock Option Plan:

Company has not issued any Employees Stock Option Plan during the year under review.

13. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund)
Rules, 2016/Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, there
was no unpaid/unclaimed dividends to be transferred during the year under review to the Investor Education
and Protection Fund.

14. BOARD EVALUATION:

The evaluation framework for assessing the performance of the Directors of the Company comprises of
contributions at the Meeting(s) and strategic perspective or inputs regarding the growth and performance of the
Company, amongst others. Pursuant to the provisions of the Companies Act, 2013 and rules made thereunder
and as provided under Schedule IV of the Act and Listing Regulations, the Board has carried an annual
performance evaluation of its own performance, all the committees of Board and the directors individually
including Chairman & Managing Director and Independent Directors in accordance with the criteria of evaluation
approved by Nomination & Remuneration Committee.

Outcome of Evaluation:

Board of the Company was satisfied with the functioning of the Board and its Committees. The Committees are
functioning well and besides covering the Committees'' terms of reference, as mandated by law, important issues
are brought up and discussed in the Committee meetings. The Board was also satisfied with the contribution of
Directors, in their individual capacities.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a. Composition of Board of Directors of the Company:

As on March 31, 2023 the Board has the following directors:

Sr. No.	Name of the Director	DIN	Designation
1.	Rajeshkumar Vrajlal Lunagariya	01580748	Managing Director
2.	Ashvinkumar Ravji Lunagaria	02731913	Wholetime Director
3.	Chunilal Samajubhai Virolia	07984858	Wholetime Director
4.	Harendra Mukeshbhai Sevak	09804730	Independent Director
5.	Parulben Hiteshkumar Shah	09804959	Independent Director
6.	Devang Bhikhubhai Parekh	09814005	Independent Director ~

During the year, there is Change in the Constitution of Board of Directors of the Company mentioned as under:
• Appointment:

Sr. No.	Name of the Director	DIN	Nature of Change	Date of Change
1.	Chunilal Samajubhai Virolia	07984858	Appointed as an Additional Executive Director (Executive Director)	10/11/2022
2.	Harendra Mukeshbhai Sevak	09804730	Appointed as an Additional Director (Non-Executive and Independent)	08/12/2022<
3.	Parulben Hiteshkumar Shah	09804959	Appointed as an Additional Director (Non-Executive and Independent)	08/12/2022
4.	Devang Bhikhubhai Parekh	09814005	Appointed as an Additional Director (Non-Executive and Independent)	08/12/2022
5.	Chunilal Samajubhai Virolia	07984858	Appointed as the Wholetime Director of the company, for a period of 5 years with effect from 15th December, 2022 upto 15th December, 2027.	15/12/2022

• Regularization of Additional Directors:

Sr. No.	Name of the Director	DIN	Nature of Change	Date of Change
1.	Harendra Mukeshbhai Sevak	09804730	Regularized as A Director (Non-Executive and Independent) for five (5) consecutive years for the maximum period up to 15th December 2027.	15/12/2022
2.	Parulben Hiteshkumar Shah	09804959	Regularized as A Director (Non-Executive and Independent) for five (5) consecutive years for the maximum period up to 15th December 2027.	15/12/2022

3. Devang Bhikhubhai 09814005 Regularized as A Director (Non-Executive 15/12/2022
Parekh and Independent) for five (5) consecutive

years for the maximum period up to 15th
December 2027.

• Resignation:

1. Sheo Pada Banerjee 09411454 Resigned as an Additional Executive 30/08/2022

Director

2. Kantilal Parshottambhai 07983255 Resigned as Independent Director 08/12/2022

Thumbar

3. Jagdish Kanjibhai Shingala 08522303 Resigned as Independent Director 08/12/2022

4. Prafulchandra Nanalal 07983189 Resigned as Independent Director 08/12/2022

Bhatt

• Re-Appointment: -

Mr. Rajeshkumar Vrajlal Lunagariya (DIN: 01580748) was re-appointed as Managing Director of the Company
for a second term of 5 years with effect from 27th December, 2022 upto 27th December, 2027.

Mr. Ashvinkumar Ravji Lunagaria (DIN: 02731913) was re-appointed as Wholetime Director of the Company for
a second term of 5 years with effect from 27th December, 2022 upto 27th December, 2027.

iii) Retirement by rotation:

In accordance with the provisions of section 152(6) of the Act and in terms of the Articles of Association of the
Company Mr. Chunilal Samajubhai Virolia (DIN: 07984858), Wholetime Director will retire by rotation at ensuing
Annual General Meeting and being eligible, he has offered himself to be re-appointed as Director. The Board
proposes his reappointment to the members.

16. MEETINGS:i) Board Meeting

During the year under review, the following Board meetings were held and convened:

Sr No.	Date of Board Meeting	Total Number of directors associated as on the date of meeting	Attendance
			Number of directors attended	% of attendance
1.	01/04/2022	6	6	100 %
2.	14/05/2022	6	3	50.00 %
3.	24/05/2022	6	3	50.00 % —sn
4.	25/05/2022	6	3	50.00 %
5.	27/05/2022	6	3	50.00 %

6.	31/05/2022	6	3	50.00 %
7.	05/09/2022	5	5	100.00 %
8.	20/10/2022	5	3	60.00 %
9.	^¦10/11/2022	6	3	50.00 % J
10.	08/12/2022	6	4	66.67 %
11.	20/12/2022	6	4	66.67 %
12.	02/01/2023	6	5	83.33 %
13.	28/02/2023	6	5	83.33 %

ii) Extra-Ordinary General Meeting

Sr No.	Type of Meeting	Date of EOGM	Total Number of Members as on the date of the meeting	Attendance
				Number of directors attended	% of attendance
1.	Extra-Ordinary General Meeting	15/06/2022	9	9	100
2.	Annual General Meeting	30/09/2022	9	9	100
3.	Extra-Ordinary General Meeting	15/12/2022	9	9	100
4.	Extra-Ordinary General Meeting	28/03/2023	9	9	100
5.	Extra-Ordinary General Meeting	30/12/2022	9	9	100

16. DIRECTOR''S RESPONSIBILITY STATEMENT:

1. In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board
hereby submit its responsibility Statement;

2. That in the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

3. That the Directors have selected such accounting policies and applied them consistently and
made judgments and estimates that were 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 and
loss of the company for the year under review;

4. That 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;

5. That the Directors have prepared the annual accounts on a going concern basis

6. 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 operating effectively.

7. 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.

17. INDEPENDENT DIRECTOR''S DECLARATION:

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as
stipulated in Section 149(6) of the Companies Act, 2013 and 16(b) of the Listing Regulations so as to qualify
themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the
rules made thereunder and Listing Regulations.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate
Affairs (“IICA”). Further, as per the declarations received, all the Independent Directors of Company have either
passed or were exempted to clear online proficiency test as per the first proviso to Rule 6(4) of the MCA ^
Notification dated October 22, 2019 and December 18, 2020.

18. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

The familiarisation program seeks to update the Directors on the roles, responsibilities, rights and duties under
the Act and other statutes and about the overall functioning and performance of the Company.

The policy and details of familiarisation programme is available on the website of the Company .at
www.croplifescience.com

19. AUDIT COMMITTEE:

In compliance with the provisions of section 177 of the Act and regulation 18 of the SEBI LODR Regulations, the
Board has constituted an Audit Committee. The Statutory Auditors and Internal Auditors of the Company are
regular invitees at the Audit Committee Meetings. The Audit Committee holds discussions with the Statutory
Auditors on the ''Limited Review” of the half-yearly, the yearly Audit Plan, matters relating to compliance of
Accounting Standards, their observations arising from the annual audit of the Company''s accounts and other
related matters. The Audit Committee is presented with a summary of internal audit observations and follow up
actions thereon. The terms of reference of Audit Committee includes the matters prescribed under Section 177
of the Companies Act, 2013 read with SEBI (LODR) Regulation, 2015.

The Company Secretary acts as the Secretary to the committee

During the year under review, Audit Committee met 4 Four times viz on April 1, 2022, September 5, 2022,
December 20, 2022 and February 28, 2023.

The composition of the Audit Committee as at March 31, 2023:

Name of the Director	Position in Committee	Nature of Directorship	Attendance
			Eligible to Attend	Attended
Devang Bhikhubhai Parekh	Independent Director (Non-Executive)	Chairman	2	2

Harendra Mukeshbhai Sevak	Independent Director (Non-Executive)	Member	2	2
Ashvinkumar Ravji Lunagaria	Wholetime Director (Executive)	Member	2	2

There was a change in the constitution of Audit Committee during the F.Y. 2022-23.

20. NOMINATION AND REMUNERATION COMMITTEE AND COMPANY''S POLICY ON DIRECTORS'' «
APPOINTMENT AND REMUNERATION:

In compliance with the provisions of section 178 of the Act and regulation 19 of the SEBI Listing Regulations, the
Board has constituted the Nomination and Remuneration Committee (“NRC”). The brief terms of reference of
NRC as specified in clause A of Part D of Schedule II of the Listing Regulations
inter alia contains:

• Formulation of the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the Board a policy, relating to the remuneration of the directors, key
managerial personnel and other employees.

• Formulation of criteria for evaluation of performance of independent directors and the Board.

• Devising a policy on Board diversity

• Identifying persons who are qualified to become directors of the Company and who may be appointed in
senior management in accordance with the criteria laid down, and recommend to the Board their
appointment and removal.

• Recommending the remuneration, in whatever form, payable to the senior management personnel.

• Determining whether to extend or continue the term of appointment of the independent director, on the
basis of the report of performance evaluation of independent directors.

• Perform such functions as are required to be performed by the NRC committee under the Securities and
Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

During the year under review, Nomination and Remuneration Committee met 2 (Two) times, viz on September
05, 2022 and November 11, 2022.

The composition of NRC as on March 31, 2023:

Name of the Director	Position in Committee	Nature of	Attendance
		Directorship	Eligible to Attend	Attended
Harendra Mukeshbhai Sevak	Independent Director (Non¬ Executive)	Chairman	1	1
Parulben Hiteshkumar Shah	Independent Director (Non¬ Executive)	Member	1	1
Chunilal Samajubhai Virolia	Wholetime Director (Executive)	Member	1	1

There was a change in the constitution of Nomination and Remuneration Committee during the F.Y. 2022-23.

21. AUDITORS:
a. Statutory Auditors:

At the Annual General Meeting to be held on 13th December, 2023, M/s SHAH & SHAH, Chartered Accountants
(Firm Registration No: 131527W), are proposed to be appointed as Statutory Auditors of the company for a term
of 5(five) years from the conclusion of the forthcoming Annual General Meeting till the conclusion of the 22nd
Annual General Meeting of the Company.

The report of the Statutory Auditors of the Company forms part of the annual report. The Statutory Auditor has
issued Audit Reports with unmodified opinion on the Standalone and Consolidated Financial Statements of the
Company for the year ended 31st March, 2022. The Notes on the Financials Statement referred to in the Audit
Report are self-explanatory and therefore, do not call for any further explanation or comments from the Board
under Section 134(3) (f) of the Companies Act, 2013.

During the year under review, the statutory auditors have not reported to the Audit Committee under section
143(12) of the Companies Act, 2013, any instance of fraud committed against the Company by its officers of
employees, the details of which would need to be mentioned in the Board Report.

22. EXPLANATIONS ON QUALIFICATIONS/ ADVERSE REMARKS CONTAINED IN THE AUDIT REPORT:

There was no a qualification, reservations or adverse remarks made by the Auditors in their report. Observations
of the Auditors are self-explanatory and do not call for further information.

Emphasis of matter

The Company has applied for the Compounding for Section 185 & 186 of the Companies Act, 2013 before Regional
Director, North Western Region, Ahmedabad and the said matter is under process.

23. FRAUDS REPORTED UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013:

No fraud was noticed by the Auditors under Section 143(12) of the Companies Act, 2013.

24. RISK MANAGEMENT:

The risk management includes identifying types of risks and its assessment, risk mitigation and monitoring and
reporting. The Board judges from time to time Credit Risk/ Liquidity Risk to the fair and reasonable extent that
your Company is willing to take. The Company has its internal Risk Management Policy as the elements of risk
threatening the Company''s existence are very minimal.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social
Responsibility Committee.

26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company is committed to provide a healthy environment to all employees that enable them to work without
the fear of prejudice and gender bias. Your Company has in place a Prevention of Sexual Harassment (POSH)
Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

Your Company through this policy has constituted Internal Complaints Committee under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and your Company has complied with
its provisions. No complaints were pending in the beginning of the year or no complaint received during the year
the Financial Year 2022-23.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and
outgo as required under Section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 is furnished

(A) Conservation of energy:

A	The steps taken / impact on conservation of energy:	The Company has not taken any steps for conservation of energy in the year under review, however the Company is searching for techniques to reduce the conservation of energy.
B	The steps taken by the Company for utilising Alternate Sources of Energy	The Company is in the process of searching the best available alternate source of Energy in renewable sector
C	The capital investment on energy conservation equipment:	The Company is in the process of searching the best available alternate source of Energy in renewable sector —1

(B)T echnology absorption:

A Efforts, in brief, made towards technology absorption, The Company is using the raw adoption and innovation. material which is environment friendly.
B	Benefits derived as a result of the above efforts e.g. Product improvement, cost reduction, product development, import substitution etc.
C	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year:
	The details of the technology imported :-	NA
	The year of import	NA
	Whether the technology been fully absorbed	NA
	If not fully absorbed, areas where absorption has not taken place, and the reasons thereof,	NA
D	Research & Development

	Specific areas in which R & D is carried out by the Company.	No
	Benefits derived as a result of the above R & D.	No
	Future Plan of Action	No ^
	Expenditure on R & D	No

(C) Foreign exchange earnings and Outgo

PARTICULARS	F.Y. 2022-23	F.Y. 2021-22
Export Sales	186.49	273.09
Import Purchases	-

28. STATEMENT UNDER RULE 5 (2) OF COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014:

There is no employee in the Company drawing remuneration aggregating to Rs. 8.50 lacs or above per month or
Rs. 1.02 crore or above per annum.

The information required under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable for the F.Y.
2022-23.

29. DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM:

The Whistle Blower Policy (Vigil Mechanism) was constituted by the Board of Directors, pursuant to Section 177
of the Companies Act, 2013 and the Rules made thereunder to report genuine concerns of Directors and
Employees. The Policy has been uploaded on the Company''s website and can be accessed at the

30. DISCLOSURE IN RESPECT OF SCHEME FORMULATED UNDER SECTION 67(3) OF THE COMPANIES ACT,
2013:

The Company has not formulated any scheme in terms of Section 67(3) of the Companies Act, 2013.

31. DISCLOSURES PURSUANT TO SECTION 197 (14) OF THE COMPANIES ACT, 2013:

None of the Directors of the Company is in receipt of any commission from any holding or subsidiary Company.

32. RELATED PARTIES TRANSACTIONS:

All related party transactions/arrangements/contracts entered into by the Company during the financial year
2022-23 were either undertaken on the basis of omnibus approval of the Audit Committee or approved by the
Audit Committee and/or Board. All related party transactions were at arm''s length basis and in the ordinary
course of business in compliance with the applicable provisions of the Act and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

There are no materially significant related party transactions that may have potential conflict with interest of the
Company at large. Details of related party transactions entered into by the Company, in terms of generally

accepted accounting Principles in India have been disclosed in the notes to the standalone / consolidated
financial statements forming part of this Annual Report.

Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules,

2014 is set out in Annexure-II to this Report.

Company''s Related Party Transactions Policy appears on its website link: www.croplifescience.com.

33. CORPORATE GOVERNANCE:

Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and
will retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value
legally, ethically and sustainably. Our Board exercises its fiduciary Responsibilities in the widest sense of the
term. Our disclosures seek to attain the best practices in international corporate governance. We also endeavour
to enhance long-term shareholder value and respect minority rights in all our business decisions.

Our Company was not listed during the year under review i.e. 2022-23, further after the conclusion of the
financial year our company has been listed on SME Platform of National Stock Exchange of India Limited, by
virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the -1J
compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of
sub regulation (2) of Regulation 46 and Para C D and E of Schedule V are not applicable to the company. Hence ^
Corporate Governance Report does not form a part of this Board Report, though we are committed for the best
corporate governance practices.

33. MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, J

2015 a review of the performance of the Company, for the year under review, Management Discussion and

Analysis Report, is presented in a separate section forming part of this Annual Report. -

The Management Discussion and Analysis Report is appended as Annexure-III to this Report.

34. ANNUAL RETURN:

The Annual Return of Company for the FY 2022-23 will be available on the Company''s website at
www.croplifescience.com.

35. INTERNAL AUDITOR:

During the year under review provisions of Section 138 of Companies Act 2013 were not applicable, hence
internal audit is not applicable. The Company has appointed M/s. ABNP & Co LLP (CA. Navroz Patva, M. No.
14051) as Internal auditor of the Company for the Financial Year 2023-24.

36. COST AUDITOR:

The requirement of appointment of Cost Auditor and cost audit is applicable for the financial year 2023-24
pursuant to the provisions of Section 148 of the Companies Act, 2013, M/s. Y S Thakar & Co., Cost Accountants
(Registration No. 000318) were appointed as the Cost Auditors of the Company for the financial year 2023-2024.

37. MAINTENANCE OF COST RECORD:

Pursuant to the provisions of the Companies Act, 2013 and rules thereof, the Board of Directors of the Company,
in their meeting held on August 28, 2023, on the recommendation of the Audit Committee, have appointed M/s.

YS THAKAR & CO, Cost Accountants (Firm Registration No.: 000318), Cost Accountants, as the Cost Auditor of
the Company to audit the cost records of the Company for the financial year 2023-24. Further, as per Section 148
of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be ratified at the ensuing
Annual General Meeting.

Pursuant to the provisions of the Companies Act, 2013 and rules thereof, the Board of Directors of the Company,
in their meeting held on August, 28, 2023, on the recommendation of the Audit Committee, have appointed M/s.

YS THAKAR & CO, Cost Accountants (Firm Registration No.: 000318), Cost Accountants of the Company to audit ^
the cost records of the Company for the financial year 2023-24. M/s. YS THAKAR & CO, have confirmed that they
are free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section
141(4) of the Act and that their appointment meets the requirements of Section 141(3)(g) of the Act. They have
further confirmed their independent status and an arm''s length relationship with the Company. Further, as per
Section 148 of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be ratified
at the ensuing Annual General Meeting.

The Company has maintained cost accounts and records in accordance with provisions of Section 148 of the -i;
Companies Act, 2013 and rules thereof.

38. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

During the year of review, Company has complied with the applicable provisions of Secretarial Standards issued
by the Institute of Company Secretaries of India and approved by the Central Government under section 118(10)
of the Companies Act, 2013.

39. REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies
Act, 2013.

40. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS/ COURTS:

There are no other significant/material orders passed by the Regulators, Courts, Tribunals, Statutory and quasi¬
judicial body impacting the going concern status of the Company and its operations in future.

The details of litigation on tax and other relevant matters are disclosed in the Auditors'' Report and Financial
Statements which forms part of this Annual Report. (Note 38 of Financial Statements)

41. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016(IBC):

During the period under review no corporate insolvency resolution process is initiated against the company
under the Insolvency and Bankruptcy Code, 2016 (IBC).

42. WEBSITE:

Your Company has its fully functional website https://www.croplifescience.com/ which has been designed to
exhibit all the relevant details about the Company. The site carries a comprehensive database of information of
the Company including the Financial Results of your Company, Shareholding Pattern, details of Board
Committees, Corporate Policies/ Codes, business activities and current affairs of your Company. All the
mandatory information and disclosures as per the requirements of the Companies Act, 2013, Companies Rules,
2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and
also the non-mandatory information of Investors'' interest / knowledge has been duly presented on the website
of the Company.

43. DETAILS OF APPLICATION MADE OR ANY PRECEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE FY ALONG WITH THE CURRENT STATUS:

During the year under Review, neither any application was made nor are any proceedings pending under
Insolvency and Bankruptcy Code, 2016.

44. SECRETARIAL AUDITOR AND THEIR REPORT:

During the year under review (i.e. F.Y. 2022-23) the Company was not listed, hence secretarial audit is not
applicable.

45. GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 ^
(3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and
listing regulations, to the extent the transactions took place on those items during the year. Your Directors further
state that no disclosure or reporting is required in respect of the following items as there were no transactions
on these items during the year under review;

i. Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

ii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and
ESOS;

iii. Annual Report and other compliances on Corporate Social Responsibility;

iv. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the
going concern status and Company''s operations in future;

v. There is no revision in the Board Report or Financial Statement;

vi. Information on subsidiary, associate and joint venture companies.

ACKNOWLEDGEMENT

Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and
Regulatory Authorities and Stock Exchanges, for their continued support.

Your Directors wish to place on record their sincere appreciation for significant contributions made by the
employees at all levels through their dedication, hard work and commitment during the year under review.

The Board places on record its appreciation for the support and co-operation your Company has been receiving
from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners.
Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It
will be your Company''s endeavour to build and nurture strong links with the trade based on mutuality of benefits,
respect for and co-operation with each other, consistent with consumer interests.

Registered Office For and on behalf of Board

209, Primate, Nr. Gormoh Crop Life Science Limited

Restaurant, Opp. Mother
Dairy, Judges Bungalow Cross
Road, Ahmedabad-380015

^Date: 28/08/2023 Rajeshkumar Vrajlal Lunagariya Ashvinkumar Ravji Lunagaria

^Place: Ahmedabad Managing Director Wholetime Director

DIN: 01580748 DIN: 02731913