Nagarjuna Agrichem Ltd

To,

The Members

Your Directors have pleasure in presenting the Twenty Second Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2009.

Operating Results

Your Company's performance during the year as compared with that during the previous year is summarised below:

(Rs. in Lakhs)

Dividend

The Board of Directors of the company at their meetings held on 28th July, 2008 and 24th October, 2008 had declared interim dividends aggregating to Rs.2.00 for each equity share of Rs.10/-. The dividends were paid to the shareholders on due dates.

The Board of Directors are pleased to recommend a final dividend of Rs.3/- for each equity share of Rs.10/- on the equity share capital of the company for the financial year ended 31st March 2009.

Performance

During the year under review, Sales were Rs.605.36 Crores as compared to Rs.412.10 Crores during the previous year. The Profit after Tax for the year under review was Rs.49.26 Crores as compared to Rs.25.75 Crores during the previous year. The cash profits for the year under review were Rs.69.41 Crores as compared to Rs.42.66 Crores during the previous year.

Your Company witnessed 18% growth in Domestic market and 106% growth in Export market respectively over the previous year.

Restructuring

During the second half of the financial year your Company carried out a major restructuring exercise in its operations. Particular emphasis was placed on the organization structure, human resources, reassessment of production capabilities, efficient Environment management systems. Adequate professionals have been recruited for all key positions, keeping in mind the growth potential in the domestic and export markets. In addition systems are being put in place for monitoring and control of costs of production. With all these measures your

Company is poised to become a global player in the agrochemicals and pesticides markets.

Domestic & Export Markets

The Agro Chemical industry has witnessed a growth of about 6% to 7% in the domestic market during the year under review due to normal rainfall spread across the country.

The geographic spread in India had shown a near flat to sluggish growth in North-east while the North had experienced unprecedented crop disease which affected the growth. South and West predominantly had higher growth, reflecting largely in the over all growth of Agro Chemical industry.

The global economic sluggishness is expected to continue for another two years i.e. 2009-10 and 2010-11. This could in turn cause stagnancy in Agro Chemical Industry from growth perspective and this could per force lead to drop in price.

Exports of your Company for the year have increased by about 106% due to preferential increase in demand by your Technical Customers. Your Company will grow further by forging new alliances besides its increased Volumes from the existing business partners.

The over all business scenario in your Company in both export and domestic market put together proved to be favorable, despite various market constraints so far, due to the improved operational efficiency, proactive steps taken to grab business opportunity, built inventories before Olympics, strategic placement and favorable price realization. The focus on the aforesaid areas will continue to be stronger in the coming year.

Build up of higher inventories to leverage reduced raw material cost before Olympics has caused a severe strain on the working capita! / cash flows. However, it got eased by the close of thefinancial year.

Your Company gained marginally due to natural hedging in a volatile forex market.

New Projects:

Your Company is planning to de-bottleneck and augment capacity at its existing facility by the end of Sept-09. As a support to its growth plan in the technical export market, your Company is planning a green field / brown field project which is expected to be operational during second half of the financial year 2010-11.

Environment Protection:

Our company is continuously committed to the environment protection and responsible care for all its stake holders. It is also driven as a corporate culture through its various welfare activities.

Your Company is planning to implement state of the art environmental protection facilities which will enable ISO 14001 accreditation. More trees will be planted leading to an increase in the green belt area.

Energy Conservation, Technology Absorption and Foreign Exchange earnings and outgo

Disclosures required under the provisions of Section 217 (1) (e) of the Act relating to conservation of energy, technology absorption and foreign exchange outgo and earning, in terms of the Companies (Disclosure of particulars in the report of the Board of Directors) Rules 1988, are set out in a separate statement attached hereto and forms part of this report.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Mr. K. S. Raju, Mr. P. K. Mallik and Mrs. K. Lakshmi Raju, Directors of the Company will be retiring by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment.

During the year under review the Company has appointed Mr. R. S. Nanda, Mr. Sudhakar Kudva, Mr. N. Vijayaraghavan and Mr. C. M. Ashok Muni as additional directors on the Board of Directors of the Company on 16th September, 2008, 24th October, 2008 and 28th January, 2009. They cease to be directors on the date of this Annual General Meeting. Notice under Section 257 has been received proposing their appointment as Directors on the Board.

As required under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 forms part of this report. However, as per the provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, the reports and accounts are being sent to all the Members without the statement of particulars under Section 217(2A). Any Member interested in obtaining a copy of this statement may write to the Company Secretary atthe Registered Office of the Company.

Auditors

M/s. M. Bhaskara Rao & Company, Chartered Accountants, Hyderabad, the Company's Auditors, retire at tne conclusion of the ensuing Annual General Meeting. They have signified their willingness to accept re-appointment and have further confirmed their eligibility under Section 224(1-B) of the Companies Act, 1956.

Directors' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:

(I) In the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures;

(ii) 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 31st March, 2009 and of the profit of the Company for the year ended on that date.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) The Directors have prepared the annual accounts of the Company on a 'going concern' basis.

Personnel

Industrial relations at the factory and at Head Office continued to be cordial.

Corporate Governance

A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange forms part of the Annual Report.

Management's Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Acknowledgement

Your Directors wish to place on record their appreciation of the support, co-operation and assistance received from the Customers, Government authorities, State Bank of India, HDFC Bank Limited, ICICI Bank Limited, Punjab National Bank, IDBI Bank Limited, Shareholders, Suppliers, Associates and the community in the vicinity of the plants.