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.

1. Financial Results :

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

2. Indian Accounting Standards:

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.

3. Performance:

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.

4. Review of Operations:

a. Brief about Activities and Operations of the Company:

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.

b. Performance of the Company:

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.

c. Prospects for the Financial Year 2024-25:

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.

5. Dividend:

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

6. Change in the nature of Business:

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

7. Details of Subsidiary / Joint Ventures / Associate Companies:

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

8. Finance:

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.

9. Material changes and Commitments, affecting the Financial Position of the Company:

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.

10. Details of Significant and Material Orders passed by the Regulators/ Courts/ Tribunals
impacting the going concern status and the Company’s operations in future:

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.

11. Share Capital:

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.

12. Reserves:

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.

13. Details in respect of adequacy of internal financial controls with reference to 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.

14. Corporate Social Responsibility (CSR):

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.

15. Deposits:

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

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

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.

17. Extract of Annual Return:

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.

18. Secretarial Auditors and Secretarial Audit Report:

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.

19. Particulars of Contracts or Arrangements with Related Parities under Section 188 of the
Companies Act, 2013 :

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.

20. Disclosures under Sexual Harassment of Women at workplace (Prevention, Prohibition and
Redressal) Act, 2013:

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.

21. Directors and Key Managerial Personnel:

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:

i. Dr. G S. R. Anjaneyulu - DIN: 01874325

ii. Mr. S. Y. Sampath Kumar - DIN: 02389255

iii. Mrs. G. Vijitha - DIN: 03492979

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 07-08¬
2023. 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.

22. Declaration by the Independent Directors of the Company that they meet the criteria of
independence as provided in Sec 149(6) of the Companies Act, 2013:

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.

23. Formal evaluation statement by the Board of its own performance, it’s committees and
individual Directors:

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.

24. Number of Meetings of the Board:

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.

25. Audit Committee:

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.

26. Risk Management Policy:

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.

27. Stakeholders Relationship Committee:

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.

28. Directors’ Responsibility Statement:

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.

29. CEO and CFO Certification:

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.

30. Auditors & Observations:

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.

31. Internal Auditor:

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.

32. Cost Accountant for Cost Accounting Records:

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.

33. Policy on Directors’ Appointment and Remuneration and other details:

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.

34. Depository System:

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.

35. Vigil Mechanism / Whistle Blower Policy:

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.

36. Particulars of Employees:

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.

Particulars of Remuneration:

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:

a. The ratio of the remuneration of each Director to the median remuneration of the employees
of the Company for the financial year 2023-24:

i. Executive Directors:

ii. Non-Executive Directors:

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

b. The percentage increase or decrese in remuneration of each Director, Chief Executive
Officer, Chief Financial Officer, Company Secretary in the financial year:

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.

c. Percentage increase/ (decrease) in the median remuneration of employees in the financial
year: (10.98%).

d. The number of permanent employees on the rolls of Company: 55.

e. The explanation on the relationship between average increase or decrease in remuneration
and Company performance:

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.

f. Variations in the market capitalisation of the Company as at the closing date of the current
financial year and previous financial 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.

h. Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase or decrease in the managerial remuneration:

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.

i. Comparison of each remuneration of the Key Managerial Personnel against the performance
of the Company:

j. The key parameters for any variable component of remuneration availed by the Directors:
Nil.

k. The ratio of the remuneration of the highest paid Director to that of the employees who are
not Directors but receive remuneration in excess of the highest paid Director during the
year: None.

l. Affirmation that the remuneration is as per the remuneration policy of the Company:

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

37. Corporate Governance:

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.

38. Management Discussion and Analysis 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.

39. Particulars regarding Energy Consumption, Technology Absorption and Foreign Exchange
Earning and Outgo:

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.

40. Prevention of Insider Trading:

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.

41. Payment of Listing fee:

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.

42. The details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of
the financial year:

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.

43. 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:

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

44. Acknowledgements:

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.

For and on behalf of the Board
Y. Nayudamma

Place : Hyderabad Managing Director

Date : 12^th August 2024 DIN: 00377721