As on: Oct 13, 2026 10:18 PM
1. CORPORATE OVERVIEW AND BACKGROUND:
To, The Members,
Your directors have pleasure in presenting the 20th 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 31st March, 2026.
Crop Life Science Limited (CLSL), incorporated in 2006, is a leading agrochemical company engaged in the manufacturing and marketing of crop protection and plant nutrition products, including fungicides, herbicides, insecticides, plant growth regulators, and soil health solutions.
With a state-of-the-art manufacturing facility at Ankleshwar, Gujarat, and an ISO 9001:2015 certified quality management system, CLSL is committed to delivering high-quality products that meet the evolving needs of farmers and agricultural stakeholders.
Innovation remains at the heart of our growth strategy. Through continuous investment in research and development, the Company focuses on developing effective, environmentally responsible formulations and expanding its portfolio of value-added products.
Driven by a customer-centric approach, operational excellence, and timely delivery, CLSL works closely with the farming community to enhance agricultural productivity and contribute to sustainable food security. Guided by our motto, "Farmer's Prosperity," we remain committed to creating long-term value for our customers, partners, and stakeholders.
"We believe that sustainable growth is achieved by consistently striving for excellence, surpassing expectations, overcoming challenges, and continuously innovating to create lasting value for all stakeholders."
2. KEY FINANCIAL HIGHLIGHTS:
(INR in Lakhs)
Crop Life Science Limited continues to strengthen its position in the agrochemical industry through the manufacturing and marketing of a diversified portfolio of crop protection and plant nutrition products, including insecticides, fungicides, herbicides, weedicides, micro fertilizers, and plant growth solutions. The Company has an extensive product portfolio supported by a large number of registered formulations catering to both domestic and international markets.
The Company's robust distribution network, comprising over 2,500 distributors and wholesalers across multiple states in India, enables effective market penetration and customer reach. In addition to its strong domestic presence, the Company exports its products to several countries across Asia, Africa, and the Middle East, reinforcing its global footprint.
During the financial year 2025-26, the Company continued to focus on operational excellence, product innovation, quality assurance, regulatory compliance, and customer satisfaction. Various initiatives were undertaken to enhance operational efficiency, strengthen internal controls, and support sustainable business growth.
Looking ahead, the Company remains optimistic about the opportunities in the agricultural sector. With a strong product portfolio, expanding market presence, ongoing investments in research and development, and a customer-centric approach, the Company is well-positioned to capitalize on emerging opportunities and create sustainable long-term value for its stakeholders.
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 2025-26 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.
There were no material changes or commitments affecting the financial position of the Company that have occurred between the end of the financial year and the date of this Report.
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.
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 2025-26.
During the year under review, there is no change in the nature of business activities of the 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 apply.
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 2025-26 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
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.
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.
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.
As on March 31, 2026 the Board has the following directors:
During the year, there is no Change in the Constitution of Board of Directors of the Company mentioned as above.
1. 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.
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.
During the year under review, the following Board meetings were held and convened:
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.
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 .
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 6 (Six) times viz on April 01, 2025, May 29, 2025, July 30, 2025, August 26, 2025, November 12, 2025 and March 06, 2026.
The composition of the Audit Committee as at March 31, 2026:
There was no change in the constitution of Audit Committee during the F.Y. 2025-26.
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 April 01, 2025, August 26, 2026.
The composition of NRC as on March 31, 2026:
There was no change in the constitution of Nomination and Remuneration Committee during the F.Y. 2025-26.
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 March 06, 2026.
The composition of SRC as on March 31, 2026:
There was no change in the constitution of Stakeholders Relationship Committee during the F.Y. 2025-26.
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
At the Annual General Meeting held on 20th 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 17th 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, 2026. 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.
There were 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.
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.
During the year under review, pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Board of Directors, at its meeting held on July 30, 2025, appointed M/s. A. R. Shaikh & Co., Chartered Accountants, Ahmedabad (FRN: 109849W) as the Internal Auditors of the Company for the Financial Year 2025-26 to conduct the internal audit functions and strengthen the internal control framework of the Company.
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 2026-27, subject to remuneration being ratified by the Members at the ensuing AGM of the Company
No fraud was noticed by the Auditors under Section 143(12) of the Companies Act, 2013.
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.
As per the provision of Section 135 the Company was required to spend INR 14,82,519/- during the F.Y. 2025-26 and the Rs. 15,00,000/- 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 https://croplifescience.com/investor-relation/policies/ .
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 for the FY 2025-26 pertaining to sexual harassment are provided as under:
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
Amount ( Rs.In Lac)
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 .
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.
None of the Directors of the Company are in receipt of any commission from any holding or subsidiary Company.
All related party transactions/arrangements/contracts entered into by the Company during the financial year 2025-26 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 note s 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 .
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.
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.
Mr. Rajeshkumar Lunagariya, Managing Director and Mr. Ashvinkumar Ravji Lunagaria, Chief Financial Officer has 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.
The Annual Return of Company for the FY 2025-26 will be available on the Company's website at www.croplifescience.com .
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.
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.
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.
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 39 of Financial Statements)
During the period under review no corporate insolvency resolution process is initiated against the company under the Insolvency and Bankruptcy Code, 2016 (IBC).
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
24. 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.
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.
6th Floor, ABS Tower, Near Chakli Circle, O.P. Road, Vadodara, Gujarat, India, 390007
Date:24/08/2026
Place:Vadodara
Rajeshkumar Vrajlal Lunagariva Managing Director DIN:01580748
Ashvinkumar Ravji Lunagariva Wholetime Director DIN:02731913
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