Aimco Pesticides Ltd Directors Report

To

The Members,

AIMCO PESTICIDES LIMITED

The Board of Directors are pleased to present the Companys 38 th (Thirty Eighth) Annual Report and the Audited Financial Statements along with the Report of the Auditors for the Financial Year ended March 31, 2025.

1. FINANCIAL PERFORMANCE:

The summarized financial highlights of the Company are depicted below:

(Rs. in lakhs)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	19,730.70	20,723.38	19,765.89	20,721.65
Other Operating Revenue	107.62	79.70	107.62	79.70
Other income	12.53	47.13	12.53	47.13
Total income	19,850.85	20,850.21	19,886.04	20,848.48
Profit/(Loss) before Finance cost, Depreciation and amortization expenses, and Tax expense	(265.07)	(626.76)	(240.20)	(641.00)
Finance cost	309.42	264.47	309.42	264.47
Depreciation and amortization expenses	398.73	416.13	409.37	427.05
Profit/(Loss) before Tax expense	(973.22)	(1,307.36)	(958.99)	(1,332.52)
Tax Expenses	234.65	327.92	234.65	327.92
Profit/ (Loss) after Tax expense	(738.57)	(979.44)	(724.34)	(1,004.60)
Other Comprehensive Income / (Loss)	7.92	(26.32)	8.54	(26.01)
Total Comprehensive Income / (Loss)	(730.65)	(1,005.76)	(715.80)	(1,030.61)

Notes:

The above financial results have been prepared in accordance with Indian Accounting Standards ("Ind-AS") as specified under Section 133 of Companies Act, 2013 ("the Act") read with the Companies (Indian Accounting Standards) Rules, 2015.

2. FINANCIAL PERFORMANCE REVIEW:

STANDALONE:

The key highlights of the Companys performance (Standalone) for the year ended March 31, 2025 are as under:

?€? Net Revenue from operations recorded at Rs. 19,730.70 Lakh as against revenue of Rs. 20,723.38 Lakh in the previous Financial Year, showing a decrease of 4.79%.

?€? Profit/(Loss) before Finance cost, Depreciation and amortization expenses, and Tax expense recorded at Rs. (265.07) Lakh as against previous Financial Years figure of Rs. (626.76) Lakh, showing a decrease of 57.71%.

?€? Net Loss after tax is recorded at Rs. 738.57 Lakh as against previous Financial Years net loss of Rs. 979.44 Lakh, showing a decrease of 24.59%.

CONSOLIDATED:

The key highlights of the Companys performance (Consolidated) for the year ended March 31, 2025 are as under:

?€? Net Revenue from operations recorded at Rs. 19,765.89 Lakh as against revenue of Rs. 20,721.65 Lakh in the previous Financial Year, showing a decrease of 4.61%.

?€? Profit/(Loss) before Finance cost, Depreciation and amortization expenses, and Tax expense recorded at Rs. (240.2) Lakh as against previous Financial Years figure of Rs. (641) Lakh, showing a decrease of 62.53%.

?€? Net Loss after tax is recorded at Rs. 724.34 Lakh as against previous Financial Years net loss of Rs. 1,004.60 Lakh, showing a decrease of 27.90%.

Your company remains committed to its long-term vision of business transformation, leveraging its core strengths, exceptional service quality, and strong customer relationships. Were intently focused on expanding our local brand presence and optimizing production and other operational efficiencies.

We are a leading Indian manufacturer and global exporter of a wide range of agrochemicals, including insecticides, fungicides, herbicides, and biostimulants. We hold a leadership position in producing key active ingredients and their formulations, such as Chlorpyrifos, Triclopyr, Bifenthrin, Ethiprole, Paclobutrazole, and Tolfenpyrad. Our pipeline is robust with promising new innovative synthetic and biological products. The nature of our business activities remained consistent throughout the financial year.

3. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR / STATE OF COMPANYS AFFAIR:

The Company operates in the field of manufacturing of Agrochemicals and is a major manufacturer of insecticides, fungicides, herbicides, rodenticides operates in the field of and Biostimulants in India and does export all across the world. The Company is the leader in production of Chlorpyrifos, Triclopyr, Bifenthrin, Thiamethoxam, Paclobutrazole and its formulations. With healthy future products pipeline of new innovative synthetic as well as biological products. During the Financial Year under review, there was no change in the nature of business activity.

4. FUTURE OUTLOOK:

Your Company plans to continuously expand our product portfolio with new molecules to solidify our industry standing. To maintain our market leadership, well continue to upgrade our manufacturing technology and facilities. Our highly skilled and dedicated team is focused on enhancing existing product quality, strengthening relationships with current customers, and exploring new domestic and overseas markets. Were proud of the excellent brand value weve built with both local and international clients.

5. TRANSFER TO RESERVE:

Owing to the net loss incurred in the Financial Year 2024-25, the Company has not transferred any amount to the reserves.

6. DIVIDEND:

The Board of Directors of the Company have not recommended any dividend for the Financial Year 2024-25.

7. DIRECTORS & KEY MANAGERIAL PERSONNEL:

Key Managerial Personnel:

During the year under review, the Company has the following persons as Key Managerial Personnel (KMP).

Name of the Director	DIN/PAN.	Category/ Designation
Mr. Pradip Pushkarrai Dave	00184598	Whole-Time Director
Mrs. Elizabeth Chandraprakash Shrivastava	00184865	Whole-Time Director
Dr. Samir Pradip Dave	00184680	Managing Director
Mr. Ashit Pradip Dave	00184760	Whole-Time Director and Chief Financial Officer
Ms. Reema Manoj Vara	BWMPV3715L	Company Secretary and Compliance Officer

Change in Directors & Key Managerial Personnel:

Retirement by rotation and subsequent re-appointment:

In accordance with the provisions of the Act read with Articles of Association of the Company, Mrs. Elizabeth Chandraprakash Shrivastava (DIN:00184865), Whole-Time Director of the Company, is due for retirement by rotation at the ensuing 38 th Annual General Meeting (AGM), and she being eligible, offers herself for re-appointment pursuant to provisions of Section 152 of the Act.

Independent Directors:

As on March 31, 2025, the following are the Independent Directors of the Company, in terms of Section 149 of the Act:

Name of the Director	DIN	Category
Mr. Mayoor Natubhai Amin	00179889	Non-Executive, Independent Director and Chairman
Mr. Ashok Kumar Kundanmal Jain	00074023	Non-Executive ,Independent Director
Mr. Jagat Harish Shah	07476152	Non-Executive, Independent Director
Mr. Jignesh Anantrai Nagodra	07751760	Non-Executive, Independent Director

Change in Independent Directors of the Company:

Appointment of Independent Directors:

The following appointments of Independent Directors took place during the year under review, pursuant to approval and recommendation of the Nomination and Remuneration Committee at its meeting held on September 27, 2024, and further approval of Board of Directors of the Company at its meeting held on September 27, 2024. The said appointments by way of special resolutions were approved by the shareholders of the Company by requisite majority through postal ballot by the way of voting through electronic means ("remote e-voting") ended on November 08, 2024, the results of which were declared on November 11, 2024:

1. Appointment of Mr. Ashok Kundanmal Jain (DIN: 00074023), aged 73 years, as a Non- Executive, Independent Director of the Company.

2. Appointment of Mr. Jagat Harish Shah (DIN: 07476152), aged 53 years, as a Non-Executive, Independent Director of the Company.

3. Appointment of Mr. Jignesh Anantrai Nagodra (DIN: 07751760), aged 54 years, as a Non- Executive, Independent Director of the Company.

The above Independent Directors of the Company shall hold office for a term of 5 (five) consecutive years with effect from September 27, 2024 to September 26, 2029 (both days inclusive), not liable to retire by rotation.

Retirement of Independent Directors:

During the period under review, the second & final term of Mr. Ramgopal Kaja (DIN: 00140047) and Mr. Dushyant Dahyabhai Patel (DIN: 00009714), as Non-Executive, Independent Directors of the Company ended on September 29, 2024, and February 11, 2025 respectively and hence they ceased to be the Non-Executive, Independent Directors of the company with effect from the close of business hours of September 29, 2024 and February 11, 2025 respectively.

Resignation of Independent Director:

During the period under review, Mr. Suresh Balashankar Bhatt (DIN: 00512976), resigned from his position as the Non-Executive, Independent Director of the Company with effect from the close of business hours of January 18, 2025 owing to health issues. There were no other material reasons other than those provided.

In the opinion of the Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience to effectively discharge their duties as Independent Directors of the Company.

Declaration from Independent Directors:

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (herein under referred to as the "SEBI Listing Regulations"). There has been no change in circumstances affecting their status as Independent Directors of the Company.

Criteria for appointment / re-appointments of Directors / KMPs:

The procedure and criteria for appointment/ reappointment, tenure, evaluation, removal and retirement for Directors, KMP and Senior Management are provided in the Nomination and Remuneration Committee Policy. The same is put upon the website of the Company at the link:

Further, brief resume of the directors proposed to be appointed/re-appointed, relevant information, nature of their expertise in specific functional areas, names of the companies in which they hold directorships and the memberships/chairmanships of Committees or the Board and their shareholding in the Company, as stipulated under SEBI Listing Regulations, have been furnished separately in the Notice convening the 38 th Annual General Meeting read with the Annexure thereto forming part of this Report.

Disclosures Related to Board Performance Evaluation:

The criteria for performance evaluation of the Board as well as committees are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 05, 2017. The above referred criteria specify certain parameters viz. composition, structure, effectiveness of board processes and committee meetings, contribution of board in long term strategic planning.

The Nomination and Remuneration Committee (NRC) has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations.

In a separate Meeting, the Independent Directors evaluated the performance of Non-Independent Directors and performance of the Board as a whole. They also evaluated the performance of the Chairperson taking into account the views of Executive Directors and Non-Executive Directors. The NRC reviewed the performance of the Board, its Committees and of the Directors.

Declaration from all Directors

a) The Company has received necessary declarations from all directors stating that they are not debarred or disqualified from being appointed or continue as Directors of companies as per the Act and SEBI Listing Regulations.

b) The Company has also received Disclosure of Interest by Directors as per the provisions of Section 184 of the Act.

8. REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed and adopted the policy for selection and appointment of Directors, senior management and their remuneration. The policy lays down criteria for selection of directors and senior management such as expertise, experience and integrity of the directors, independent nature of the directors, personal and professional standing, diversity of the Board, etc. The remuneration policy lays down the entitlements of remuneration to non-executive directors such as sitting fees and reimbursement of expenses. Remuneration to Managing Director and other Executive Directors will be consisting of monthly salary, allowances, perquisites, bonus, and other retirement benefits. In respect of senior management, the remuneration will be based on the performance, industry benchmark and current compensation trends in the industry. The details of Nomination and Remuneration Committee meetings are stated in the Corporate Governance Report.

The Nomination and Remuneration Policy of the Company consisting of criteria for selection of Directors and senior management and criteria determining the directors independence along with the criteria determining remuneration of the Directors, Key Managerial Personnel and other employees is attached herewith marked as Annexure-1:

9. DIVIDEND DISTRIBUTION POLICY:

The Company has formulated and adopted a Dividend Distribution Policy in terms of Regulation 43A of the SEBI Listing Regulations with the objective of providing clarity to its stakeholders on the profit distribution strategies of the Company. The said Policy has been reviewed by the Board of Directors of the Company and is enclosed in Annexure-2 to the Directors Report and hosted on the website of the Company at .

10. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of the Company between the end of the Financial Year and date of this report. There has been no change in the nature of business of the Company.

11. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has devised appropriate systems and framework for adequate internal financial controls with reference to financial statements commensurate with the size, scale and complexity of its operations including proper delegation of authority, policies and procedures, effective IT systems aligned to business requirements, risk based internal audit framework, risk management framework and whistle blower mechanism.

The Audit Committee regularly reviews the internal control system to ensure that it remains effective and aligned with the business requirements. In case weaknesses are identified as a result of the reviews, new procedures are put in place to strengthen controls.

The Company has implemented various policies such as code of conduct, whistle-blower policy, Policy on Related Party Transaction, Risk Management Policy, Corporate Social Responsibility policy, etc., and all relevant policies have been placed on the website of the Company at the link: .

12. AUDITORS AND AUDIT REPORTS:

a) Statutory Auditors:

At the Annual General Meeting of the Company held on September 26, 2022, and pursuant to the provisions of the Act and the Rules made thereunder, M/s. CNK & Associates LLP, Chartered Accountants having Firm Registration No. 101961W/W-100036, was appointed as the Statutory Auditor of the Company for a period of five years starting from the conclusion of the 35 th AGM held on September 26, 2022 till the conclusion of the 40 th AGM to be held in the year 2027. The Statutory Auditor(s) has confirmed that they are not disqualified from continuing as Auditor(s) of the Company.

The Statutory Auditor has not made any qualification/ adverse observation on the financial statements of the Company and has issued an unmodified opinion on the Financial Statements of the Company for the Financial Year ended March 31, 2025.

b) Internal Auditors:

The Board of Directors of the Company had reappointed M/s. Abhay Bhagat & Co. Chartered Accountants, Mumbai as an Internal Auditor of the Company, for three financial years, starting from Financial Year 2024-25 to 2026-27 at its meeting held on May 28, 2024, to look after all the internal audit requirements and report of the same is placed/ forwarded to Audit Committee and Statutory Auditor of the Company on the relevant and necessary matters from time to time.

c) Cost Auditors:

Pursuant to Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014, the cost records are required to be maintained by your Company and the same are required to be audited. The Company accordingly maintains the required cost records.

The Board of Directors had, on the recommendation of the Audit Committee, at its meeting held on May 28, 2024, appointed M/s. V. J. Talati & Co., Cost Accountants, Mumbai, having Firm Registration No: R00213 to audit the cost records of the Company for the Financial Year ending March 31, 2025.

Further, the Board of Directors has, upon recommendation of the Audit Committee, at its Meeting held on May 29, 2025, appointed M/s. V. J. Talati & Co., Cost Accountants, Mumbai having Firm Registration No: R00213, as the "Cost Auditors" of the Company for the Financial Year 2025-26, subject to ratification of remuneration at the ensuing 38 th Annual General Meeting. Accordingly, a resolution for seeking members ratification for the remuneration payable to M/s. V. J. Talati & Co., is included in the Notice convening the Annual General Meeting.

Further, the Cost Audit Report for the Financial Year 2023-24 has been filed duly with the Ministry of Corporate Affairs. The Cost Audit Report in respect of Financial Year 2024-25 will be filed with the Ministry of Corporate Affairs within the prescribed time period.

d) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had, on recommendation of the Audit Committee, at its meeting held on May 28, 2024, appointed M/s. Sahasrabuddhe Parab and Co. LLP, Company Secretaries, Mumbai, to undertake the Secretarial Audit of the Company for the financial year 2024-25.

Further, the Board of Directors, upon recommendation of the Audit Committee, at its Meeting held on May 29, 2025, have appointed M/s. S. V. Kulkarni and Associates, Company Secretaries, a peer reviewed Company Secretaries Firm as the "Secretarial Auditors" of the Company for a period of 5 consecutive years commencing from the Financial Year 2025-26 until the Financial Year 2029-30 subject to approval of members at the ensuing Annual General Meeting.

The Secretarial Audit Report issued by M/s. Sahasrabuddhe Parab and Co. LLP, Company Secretaries for the Financial Year 2024-25 in Form MR-3 forms part of this report and marked as Annexure- 3. There are no comments or observations made by Secretarial Auditors in their Secretarial Audit Report.

13. SHARE CAPITAL:

The Authorized Equity Share Capital of the Company as on March 31, 2025 is Rs. 15,00,00,000/- (Rupees Fifteen Crores Only), comprising of 1,50,00,000 (One Crore and Fifty Lakhs) Equity Shares of Face Value of Rs. 10/- (Rupees Ten Only) each.

The Paid-up Share Capital of the Company as on March 31, 2025 is Rs. 9,78,25,130/- (Nine Crores Seventy Eight Lakhs Twenty Five Thousand One Hundred and Thirty Only) comprising of 97,82,513 (Ninety Seven Lakhs Eighty Two Thousand Five Hundred and Thirteen Only) Equity Shares of Face Value of Rs. 10/- each.

During the Financial Year 2024-25, the Company has issued and allotted 2,00,000 Equity Shares of the Company having a face value of Rs.10/- (Rupee Ten only) each, at an issue price of Rs. 101/- (Rupees Hundred and One Only) per including a premium of Rs. 91/- (Rupees Ninety One Only) per Shares determined as on the Relevant Date in accordance with Regulation 164(1) of the SEBI ICDR Regulations for an aggregate consideration Rs. 2,02,00,000/- (Rupees Two Crore and Two Lakhs Only) by way of a preferential allotment to promoters of the Company.

14. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY

There is no change in the nature of the business of the Company or of its subsidiary, during the year under review.

15. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the Financial Year ended March 31, 2025 is uploaded on the website of the Company and can be accessed at

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

The information as per Section 134 (3)(m) of the Act read with the Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption & foreign exchange earnings and outgo are given in Annexure-4 forming part of this report.

17. DETAILS OF COMMITTEES OF THE BOARD:

The Board has formed four (4) Statutory Committees as under:

?€? Audit Committee,

?€? Nomination and Remuneration Committee,

?€? Stakeholders Relationship Committee and

?€? Corporate Social Responsibility Committee.

The Composition of various committees and compliances are as per the applicable provisions of the Act as well as with the Rules framed thereunder and SEBI Listing Regulations. The detailed particulars including composition, terms of reference and number of meetings held for respective Committees are provided

separately in the Corporate Governance report, which forms a part of this Annual Report.

18. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been setup to redress complaints received regarding sexual harassment. The Policy is gender neutral. With the objective of providing a safe working environment, all employees (permanent, contractual, temporary, trainees) are covered under this policy. The said policy is available on the website of the Company at

The details of the complaint pertaining to sexual harassment during the Financial Year 2024-25 are as follows:

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

19. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Vigil Mechanism of the Company, which incorporates a whistle blower policy in terms of the Regulation 22 of SEBI Listing Regulations, provides a platform to Directors and Employees to report their concerns regarding unacceptable or improper practices and/ or any unethical practices in the organization without the knowledge of the Management. Your Company has established a transparent system to safeguard any person using this mechanism from victimization and in appropriate/ exceptional cases, as there is direct access to Mr. Jagat Harish Shah (DIN: 07476152), Chairman of the Audit Committee, to report their concerns.

Protected disclosures can be made by a whistle blower through hand-mail, or dedicated telephone line or through a letter to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Companys website at

20. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors met seven (7) times during the Financial Year 2024-25. The intervening gap between any two meetings was within the period prescribed under the provisions of the Act and SEBI Listing Regulations including circulars/ notifications issued by the Ministry of Corporate Affairs and SEBI. The date(s) of the Board Meeting and attendance by the directors are given in the Corporate Governance Report forming an integral part of this report.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Particulars of loans, guarantees and investments covered under Section 186 of the Act, are given in the notes to the financial statements provided in this Annual Report.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company, during the year under review, has entered into transactions, as specified under section 188(1) of the Act with related parties. Accordingly, the disclosure of Related Party Transactions as required under section 134(3)(h) of the Act is made in Form AOC-2 which forms part of the Board Report (See Annexure-5). The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website and may be accessed at

Your Directors draw your attention to Note No. 44 to the standalone financial statements which set out disclosures of transactions with related parties.

All related party transactions that were entered into during the Financial Year were on arms length basis and were in the ordinary course of the business and were in compliance with the applicable provisions of the Act and the SEBI Listing Regulations.

There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large.

All Related Party Transactions are approved by the Audit Committee. Prior omnibus approval is obtained from the Audit Committee in respect of the transactions which are repetitive in nature. The transactions entered into pursuant to the omnibus approval granted are reviewed by the audit committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

23. DIRECTORS RESPONSIBILITY STATEMENT:

As stipulated under section 134(3)(c) read with Section 134(5) of the Act, your Directors hereby state and confirms that:

a) In preparation of the annual accounts for the Financial Year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures from the same;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the loss 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 the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and are operating effectively during the Financial Year ended March 31, 2025; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively during the Financial Year ended March 31, 2025.

24. PARTICULARS OF EMPLOYEES REMUNERATION:

The information required pursuant to Section 197(12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure-6 to this Report.

25. CORPORATE GOVERNANCE:

The Company has successfully implemented and complied with all the requirements and disclosures of the Code of Corporate Governance as required as per SEBI Listing Regulations. A report on Corporate Governance as stated above is attached separately to this annual report for the Financial Year 2024-25.

26. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted the Corporate Social Responsibility Committee of the Board of Directors, in accordance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014 as amended.

For Financial Year 2024-25, the Company does not fall under the purview of Section 135(1) of the Companies Act, 2013. However, the CSR amount available for set-off with the Company is Rs. 92.58 lakhs which comprises Rs. 0.30 lakhs spent in excess in Financial Year 2021-22 and Rs. 92.28 lakhs spent in excess in Financial Year 2022-23. It is to be noted that the excess amount spent for Financial Year 2021-22 i.e Rs. 0.30 lakhs shall be available for set off for a period of immediate three succeeding financial years i.e Financial Year 2022-23, 2023-24 and 2024-25. Since, the excess amount spent was not utilized in the Financial Year 2022-23, 2023-24 and 2024-25, the excess amount spent by the Company in Financial Year 2021-22 has lapsed. Further, set off for excess spending in Financial Year 2022-23 can be availed, was not utilized in the financial year 2023-24 and 2024-25 and it can still be carried forward for further one financial year i.e. 2025-26, post which it shall lapse.

27. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there was no application made or proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016.

28. RISK MANAGEMENT:

Our robust Risk Management Framework ensures strong internal controls, enabling us to effectively adapt to changes in the business environment, achieve high performance, mitigate negative impacts, and capitalize on opportunities. Here are the key business risks weve identified and our mitigation strategies:

a) Industry Risk: The agrochemical industry is susceptible to weather fluctuations (e.g., excessive, scanty, or unseasonal rains), which can cause demand volatility and industry downturns. To counter this, weve expanded our global reach to nearly every country worldwide. With increasing global food demand driven by population growth, the use of agrochemicals is expected to rise. Our diverse agrochemical portfolio with varied applications, coupled with an efficient supply chain, ensures swift product movement.

b) Key inputs risk: The unavailability of critical inputs and raw materials can disrupt production and sales. To mitigate this, we have our own manufacturing facilities for some key raw materials. Weve also established multiple vendor databases to ensure a consistent supply of various raw materials. Furthermore, we enter into long-term contracts with suppliers for essential inputs, guaranteeing timely supply and price stability.

29. FORMAL ANNUAL EVALUATION MADE BY BOARD OF ITS OWN PERFORMANCE AND OF ITS COMMITTEE AND OF INDIVIDUAL DIRECTORS:

Pursuant to the provisions of Section 178 of the Act and as per Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well as evaluation of working of committees of Board of Directors.

Executive Directors were evaluated on the basis of targets / criteria / responsibilities given to them by the Board from time to time as well as per their terms of appointment. Independent Directors, being evaluated by the entire board except of Director being evaluated, on meeting their obligations connected with their independence criteria as well as adherence with the requirements of professional conduct, roles, functions and duties specifically applicable to Independent Directors as contained in Schedule IV to the Act. Chairman and other Non-Independent Directors were being evaluated by Independent Directors, who also reviewed the performance of the secretarial department. Performance evaluation of the Committees and that of its members in effectively discharging their duties, were also being carried out by the Board.

The Company has devised a Policy for performance evaluation of the Independent Directors, Non-Executive Directors, Executive Directors, the Board of Directors and respective Committees entirely. The said policy is put upon the website of the Company at the link:

The overall performance of Chairman, Executive Directors and Non-Executive Directors of the Company is satisfactory. The review of performance was based on criteria of performance, knowledge, analysis, quality of decision making etc.

30. INDUSTRIAL RELATIONS:

During the Financial Year under review, we maintained an excellent relationship with all our employees. We firmly believe that our people are our greatest asset. As we grow, were dedicated to making our company brand more contemporary, clearly communicating "doing things better" to all stakeholders, and reinforcing our core values. With an ambitious goal to become one of the top five agrochemical companies in India, weve defined values that foster a collective mindset to achieve these objectives. Weve further strengthened our HR processes, including talent acquisition, performance management, and leadership development, all aligned with these core values. By providing an inspiring environment for learning and growth, promoting teamwork, focusing on competency development and career progression, and demonstrating respect and concern for our people, weve achieved an impressive track record of talent retention. Our attrition rate remains very low, as we successfully align individual aspirations and career growth with our business needs. We consistently recognize and reward our employees, workers, suppliers, and distributors for their invaluable contributions to our continued success.

31. SUBSIDIARY COMPANIES:

As on March 31, 2025 your Company has two wholly owned subsidiary companies viz. Aimco Ecoscience Limited and Aimco International FZE. The Wholly owned subsidiary Aimco KR Agro Private Limited was struck off as on March 19, 2025.

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statements of the Companys subsidiaries is given in "Annexure-7" [Performance and financial position of each of the above-named subsidiary companies]

In accordance with Section 136 of the Act, the audited financial statements and related information of the Company and audited financial statements of its wholly-owned subsidiary companies are available on the website of your Company

Further, the Annual Accounts and related documents of the subsidiary companies shall be kept open for inspection at the registered office of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same. Further, in accordance with Indian Accounting Standards ("Ind AS"), Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiary.

32. SECRETARIAL STANDARDS:

During the Financial Year 2024-2025, the Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

33. DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from the public falling within the ambit of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. There are no outstanding deposits as on March 31, 2025.

34. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the Company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of conduct for the Board members and Senior Management personnel" which has been posted on the Companys website at

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the Senior management personnel in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All employees were given appropriate training in this regard.

35. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Companys shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Directors and the designated employees have confirmed compliance with the Code. The Compliance Officer is entrusted with responsibility of overseeing the compliances prescribed in connection with prevention of Insider Trading.

36. LISTING WITH STOCK EXCHANGES:

The equity shares of the Company are listed with the BSE Limited. The Company confirms that the applicable Annual Listing Fees for the Financial Year 2024-25 is paid to the BSE Limited within the prescribed time. The annual custodian fees have also been paid to the depositories within the prescribed time.

37. REPORTING OF FRAUDS BY AUDITORS:

During the Financial Year under review, neither the Statutory Auditors nor the Secretarial Auditors or the Cost Auditors has reported any instances of fraud committed against the Company by its officers or employees to the Audit Committee or the Board under section 143(12) of the Act.

38. DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT:

There was no instance of onetime settlement with any Bank or Financial Institution during the period under the review. Therefore, the requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

39. MATERNITY BENEFIT ACT, 1961:

The Company is in compliance with the provision of Maternity Benefit Act, 1961 to the extent applicable.

40. UNCLAIMED SUSPENSE ACCOUNT:

The following are the details of the shares in the demat suspense account or unclaimed suspense account:

Sr. No. Particulars	Number of shareholders	Number of equity shares
a. aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year	7	687
b. number of shareholders who approached listed entity for transfer of shares from suspense account during the year
c. number of shareholders to whom shares were transferred from suspense account during the year	-	-
d. aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year	7	687

The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

41. OTHER DISCLOSURES / REPORTING:

Your Directors state that no disclosure or reporting is required in respect of the following items in the

absence of any such transactions or actions during the year under review:

a) Details relating to deposits covered under Chapter V of the Act.

b) Issue of equity shares with differential rights as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

d) Joint Venture(s).

e) Details of payment of remuneration or commission to the Managing Director or Joint Managing Director of the Company from any of its subsidiaries, Joint Venture/Associate Company.

f) Voting rights which are directly exercised by the employees in respect of shares for the subscription/purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

g) Particulars of any significant or material order, if any passed by the Regulators or Courts or Tribunals, which impacts the going concern status and the Companys operations in future.

42. ACKNOWLEDGEMENTS:

Your Directors express their deep gratitude for the co-operation and support extended to the Company by its Members, customers, suppliers, bankers and various government agencies. Your Directors also place on record the commitment and involvement of the employees at all levels and look forward to their continued co-operation.

For and on behalf of the Board of Aimco Pesticides Limited

Sd/-

Samir Pradip Dave Managing Director (DIN: 00184680)

Date: August 14, 2025 Place: Mumbai

Sd/-

Ashit Pradip Dave

Whole-Time Director and Chief Financial Officer (DIN: 00184760)