Dear Shareholders,

Your Directors have the pleasure to present the 35^th Annual Report of the Company together with the Audited financial statements for the financial year ended 31^st March 2024 along with Auditors' Report thereon.

The Financial Results for the year ended 31^st March 2024 are summarised as under:

(Rs. in lakhs)

The Company has followed Indian Accounting Standards and accounting principles generally accepted in India in preparation of financial statements for the financial year 2023-24.

Your Company has registered a turnover of Rs.1,712.96 lakhs during the year 2023-24 as against the turnover of Rs.2,691.85 lakhs during the previous year. The Company has incurred a loss of Rs.333.93 lakhs during the financial year 2023-24 before taxes as against a profit of Rs.26.43 lakhs during the previous year. After providing for taxes, the Company incurred loss of Rs.333.06 lakhs during the financial year 2023-24 as against earned net profit of Rs.22.24 lakhs during the financial year 2022-23. The Company has incurred heavy loss during the Financial year 2023-24 as compared to previous year in which the Company could make nominal profit and also could not make estimated turnovers due to heavy competition and shortfall of rains in many places across the country.

During the year 2023-24, the turnover decreased by 36.36% as compared to the turnover of 2022-23. The ratio of manufacturing expenses to the Sales during the year 2023-24 is 79.55% as against 69.15% during 2022-23. The ratio of Administrative, Selling and other expenses to the total expenditure is 17.69% during the year 2023-24 as against 16.65% during 2022-23.

Your Company is mainly into the business of manufacturing & marketing of Pesticides for agriculture sector and presently carrying on the business in two segments i.e. Pesticides Formulations and Real Estate Activities.

The main focus is on the Pesticides Business and the following manufacturing facilities for various pesticides formulations are available at the Factory:

i. Liquid and SC Formulations

ii. Weedcide Formulations

iii. Wettable and Powder Formulations

iv. Granule Formulations

Presently, the Company has Production Capacity of 90,00,000 Ltr's/ Kg's per annum to manufacture various pesticide formulations and has established its marketing network in the states of Telangana, Andhra Pradesh, Maharashtra and Karnataka. The products are marketed with its own brands through dealers and distributors network. The Company has disposed its house plots at Bangalore during financial year 2022-23 itself and received an amount of Rs. 200.00 lakhs compensation/ profit through price escalation during the current financial year 2023-24.

The Company has achieved a turnover of Rs.1,712.96 lakhs during the year 2023-24 as against turnover of Rs.2,691.85 lakhs during the previous year. Though Company has taken steps such as establishing new sales divisions and continuous introduction of new products to match with current needs of the market, the Company could not achieve the projected sales due to heavy competition and less consumption of Pesticides prevailing in the Country.

The Company estimates a turnover of Rs.2,000.40 lakhs from pesticide formulations and Rs.3,515.42 lakhs from the proposed Ferro alloy manufacturing activities during the financial year 2024-25. Since the Primary business of the Company is Agri related, monsoon conditions, unlimited credit period, price war etc., play major role in achieving the turnovers. The Company is hopeful of achieving the estimated turnovers with the existed marketing network.

In the light of the financials, your Board could not recommend any dividend for the year under review.

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

The Company does not have any Subsidiaries or Joint Ventures or Associate Companies.

The cash and cash equivalents as at 31^st March 2024 was Rs.16.33 lakhs. The Company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters and they were kept under strict check through continuous monitoring at all levels.

There were no material changes and commitments affecting the financial position of the Company from the year ended 31^st March 2024 to till the date of this report.

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status, growth and operations of the Company in future.

The Company in its Extra Ordinary General Meeting held on 12^th May 2024 increased its Authorised Share Capital of the Company from Rs.1,350.00 Lakhs divided into 1,35,00,000 Equity Shares of Rs.10/- each to Rs.2,450.00 divided into 2,45,00,000 Equity Shares of Rs.10/- each ranking pari-passu in all respects with the existing equity shares of the Company. As on 31^st March 2024, the Authorised Share Capital of the Company is Rs.2,450.00 lakhs divided into 2,45,00,000 equity shares of Rs.10/- each and the Paid up Share Capital is Rs.430.02 lakhs divided into 43,00,200 equity shares of Rs.10/- each. There were no other changes that have been made in the share capital of the Company during the year under review. The Details of Share Capital are mentioned at Note No. 12 of the Financial Statements.

The Reserves in Profit and Loss account as per last Balance Sheet is Rs.631.21 lakhs and the Company transferred the loss of Rs.325.26 lakhs for the financial year 2023-24 to Reserves and Surplus account. The balance in Reserves and Surplus available at the end of the year 2023-24 is Rs.305.95 lakhs. Further details of Reserves and Surplus are mentioned at Note No. 13 of the Financial Statements.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls are adequate and effective during the period ended on 31^st March 2024.

The compliance of the Provisions of CSR criteria mentioned in the provisions of Companies Act, 2013 are not applicable to the Company as on date.

The Company has not accepted any fixed deposits from the public during the year.

The Company has not granted any Loans, given Guarantees or made any Investments in any other Companies during the year under Section 186 of the Companies Act, 2013.

The extract of Annual Return of the Company is given in Annexure - I in the prescribed Form MGT-9, which forms part of this Report as required under Section 92(3) of the Companies Act, 2013. The extract of the Annual Return is also placed on Company's website www.phytochemindia.com.

Pursuant to provisions of Section 204 of the Companies Act, 2013, the Company has appointed M/s. Vijendra & Co., Company Secretaries for the financial year 2023-24 to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure-II.

The below are the observations along with the management reply:

1. Delay in filing of Compliance certificate under Regulation 74(5) of SEBI (Depositories Participants) Regulations, 2018 for the quarter ended 30^th June 2023:

There was an inadvertent delay of 6 days in filing the same for the said quarter.

2. Company is yet to file form SH-7 for increase in authorised capital of the Company:

The Company shall file the same at the earliest.

All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company has taken an Unsecured Loan(s) from Mr. Y. Nayudamma (DIN: 00377721), Managing Director & Mr. Y. Janaki Ramaiah (DIN: 06949910), Executive Director and also the Company has paid rent for Office premises to Mr. Y. Sreemannarayana (Son of Managing Director). During the year under review, the Company has received Rs.200.00 lakhs as compensation or profit due to price escalation against the sale of house plots in the inventory during the financial year 2022-23 to M/s. Rasasri Developers Private Limited, which is the Company where significant influence of key managerial personnel of our Company exists. The house plots sold were originally bought from M/s. Rasasri Developers Private Limited and the same were sold to them only. Disclosures as required under form AOC-2 are annexed as Annexure- III and also contained in Note No. 9, Note No. 16 & Note No. 30 of Financial Statements and the Company has not entered into any other related party transactions. The Loans provided by the Directors were not from borrowed funds.

Your Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013. There are no cases filed/ complaints lodged in the Company during the year under review in respect of the Sexual Harassment of Women at workplace.

Pursuant to provisions of Section 149 and other applicable provisions of the Companies Act, 2013 read with Rules thereon, the following Directors were appointed as Independent Directors of the Company at the 31^st Annual General Meeting held on 28-12-2020 for a period of five years effective from the meeting date:

and Mr. M. Sree Ram Murthy (DIN: 01932910) was appointed as Independent Director of the Company at the Extra Ordinary General Meeting held on 12-05-2023 for a period of five years with effect from 14^th February 2023 and Mr. N. Nagendra Naidu (DIN: 10180163) was appointed as Independent Director of the Company at the 34^th Annual General Meeting held on 07-08-2023 for a period of five years with effect from 07-082023. In accordance with the provisions of Section 152 of the Companies Act, 2013, Dr. Sreemannarayana Prathipati (DIN: 00377472), Director of the Company will retire by rotation at this Annual General Meeting and being eligible, has offered himself for re-appointment. During the year, the Non- Executive and Independent Directors of the Company had no pecuniary relationship or transactions with the Company.

All the independent Directors have given declarations that they meet the requisite criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has formulated a policy for evaluation of its Board, Board Committees, Directors and their performances and carried out evaluation of them. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report.

Six meetings of the Board were held during the year. The details of the meetings of the Board are given in the Corporate Governance Report.

Five meetings of the Audit Committee were held during the year. The details pertaining to composition of Audit Committee are included in the Corporate Governance Report.

The Company has formulated effective risk management policy and through a Steering Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. The major risks identified in the Company are systematically addressed through justifying actions on a continuous basis. In addition to this, the audit committee has additional oversight in the area of financial risks and controls. The details of Risk Management as practiced by the Company is provided as part of Management Discussion and Analysis Report attached to this report.

The Committee focuses on shareholders' grievances and strengthening of investor relations. The Committee coordinates the services of the Registrars and Share Transfer Agent and recommends measures for providing efficient services to investors. The Committee specifically looks into investor complaints like transfer/ transmission/ transposition of shares and other related issues. There were no complaints pending for redressal as at 31^st March 2024. The details pertaining to composition of Stakeholders Relationship Committee are given in the Corporate Governance Report.

As required under Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

a. In the preparation of the annual accounts for the year ended 31^st March 2024, the applicable accounting standards have been followed including Ind AS Accounting Standards as notified by the Ministry of Corporate Affairs (MCA) on 16^th February, 2015.

b. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March 2024 and of the profit of the Company for the year ended on that date.

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The Directors have prepared the annual accounts of the Company for the Financial Year ended 31^st March 2024 on a going concern basis.

e. 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, and

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

In accordance with the Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managing Director (C.E.O.) and Chief Financial Officer of the Company have submitted a certificate for the year ended 31^st March 2024 to the Board of Directors which forms part of the Annual Report.

M/s. T. Adinarayana & Co., Chartered Accountants (FRN: 000041S), Hyderabad were appointed as Statutory Auditors of the Company for a period of five years at the 34^th Annual General Meeting till the Conclusion of 39^th Annual General Meeting of the Company. The name of Statutory Auditors of our Company is changed from M/s. T. Adinarayana & Co., Chartered Accountants (FRN: 000041S), Hyderabad to M/s. Yelamanchi & Associates, Chartered Accountants (FRN: 000041S), Hyderabad with effect from 15^th April 2024. The Board of directors in its meeting held on 29^th May 2024 was considered, took note of the same and informed to the BSE Limited and Registrar of Companies (ROC) through necessary filings.

The Auditors' Report for the year ended 31^st March 2024 does not contain any qualification, reservation or adverse remarks on the accounts and related matters of the Company.

M/s. R. B. Associates, Chartered Accountants (FRN: 009112S), Hyderabad are the Internal Auditors for the financial year 2023-24. They have submitted quarterly reports for the financial year 2023-24 to the Board and there are no material adverse comments.

Pursuant to the provisions of Section 148 of the Companies Act, 2013, as amended by the Companies Amendment Act, 2017 read with Rule 6 of Companies (Cost Records and Audit) Rules, 2014, the Company has maintained Cost Accounting Records for the financial year 2023-24.

The Nomination and Remuneration Committee has laid down the policy for Remuneration of Directors, KMP & other Employees and the criteria has been formulated by the Committee for determining qualifications, positive attributes and independence of a Director. The Company's policy on Directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report.

As the Members are aware, your Company's shares are tradable compulsorily in electronic form and your Company has established connectivity with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL). In view of the numerous advantages offered by the depository system, the members are requested to avail the facility of Dematerialisation of the Company's shares on CDSL or NSDL. The ISIN allotted to the Company's Equity shares is INE 037C01010.

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower and the same is posted on the official website of the Company. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director/ Employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

The Company has no employee whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures with respect to the remuneration of Directors and Employees as required under Section 197(12) of Companies Act, 2013 and Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

The Company has not paid any remuneration to the Non-Executive Directors except sitting fee.

There is decrease in remuneration of Managing Director is 24.23% and decrease in remuneration of Executive Director is 0.87% which is in comparison to previous financial year.

The changes in average decrease of remuneration was registered on account of overall decrease of employees on the rolls of the Company when compared with the last year.

g. Percentage increase or decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

The Company made an Initial Public Offer in the year 1995 at par price of Rs.10/- per each equity share. As on 31^st March 2024, the Market quotation for the Company's Equity shares at BSE Limited is Rs.31.97.

There has been decrease of 24.23% (Rs.24.34 lakhs) of Managing Director and decrease of 0.87% (Rs.19.92 lakhs) of Executive Director in the managerial remuneration and 10.98% of decrease in the salaries to employees of the Company.

The Company affirms remuneration paid to Key Managerial Personnel is as per the remuneration policy of the Company.

The Company is committed to maintain and adhere to the good standards of Corporate Governance. As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance forming part of this Report, together with the Secretarial Auditors' Certificate regarding the compliance of the conditions of Corporate Governance is given in a separate section in the Annual Report.

The Management Discussion and Analysis Report, pursuant to Regulation 34 (2) of SEBI (LODR) Regulations, 2015 a Report on Management Discussion and Analysis is annexed hereto as Annexure - IV.

The particulars prescribed under Section 134 of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are furnished in Annexure-V to this Report.

Your Company has in place code of conduct to regulate, monitor and report trading by designated persons and code of practices and procedures for fair disclosure of unpublished price sensitive information which is in adherence to the SEBI (Prohibition of insider trading) Amendment Regulations, 2018. The disclosures received pursuant to this code and the Regulations are disseminated to the Stock Exchanges within prescribed time limit. The Report of compliance officer was placed before the Board. The code is available at the Company's website at the following link www.phytochemindia.com.

All the Board Members and the designated employees have confirmed the compliance with the Code.

The shares of the Company are listed at BSE Limited, which has nation wide trading terminals and the listing fee has been paid by the Company for the F.Y. 2023-24.

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

During the year under review, there has been no one time settlement of loans from Banks/ Financial Institutions.

The Directors wish to express their appreciation for the assistance and continued co-operation received from the Central and State Governments, Banks, Financial Institutions, Customers, Dealers and Suppliers and also the Directors wish to thank all the employees for their dedicated contribution, support and continued co-operation throughout the year at all levels.