Aimco Pesticides Ltd Directors Report

To

The Members,

AIMCO PESTICIDES LIMITED

The Board of Directors are pleased to present Companys 37^th (Thirty Seventh) Annual Report and the Audited Financial Statements along with the Report of the Auditors for the Financial Year ended March 31, 2024.

1. FINANCIAL PERFORMANCE:

The summarized financial highlights of the Company are depicted below:

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from operations	20,723.38	20,617.74	20,721.65	20,619.29
Other Operating Revenue	79.70	59.80	79.70	59.80
Other income	47.13	51.54	47.13	51.84
Total income	20,850.21	20,729.08	20,848.48	20,730.93
Profit/(Loss) before Finance cost, Depreciation and amortization expenses, and Tax expense	(626.76)	330.09	(641)	321.83
Finance cost	264.47	240.52	264.47	240.52
Depreciation and amortization expenses	416.13	352.05	427.05	361.06
Profit/(Loss) before Tax expense	(1,307.36)	(262.48)	(1,332.52)	(279.75)
Tax Expenses	327.92	61.22	327.92	61.22
Profit/(Loss) after Tax expense	(979.44)	(201.26)	(1,004.60)	(218.53)
Other Comprehensive Income/(Loss)	(26.32)	(14.19)	(26.01)	(10.42)
Total Comprehensive Income/(Loss)	(1,005.76)	(215.45)	(1,030.61)	(228.95)

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, 2024 are as under:

• Net Revenue from operations recorded at 5 20,723.38 Lakh as against revenue of 5 20,617.74 Lakh in the previous Financial Year, showing an increase of 0.51%.

• Profit/(Loss) before Finance cost, Depreciation and amortization expenses, and Tax expense recorded at 5 (626.76) Lakh as against previous Financial Years figure of 5 330.09 Lakh, showing a decrease of 289.88%.

• Net Loss after tax is recorded at 5 979.44 Lakh as against previous Financial Years net loss of 5 201.26 Lakh, showing an increase of 386.65%.

Consolidated:

The key highlights of the Companys performance

(Consolidated) for the year ended March 31, 2024 are as under:

• Net Revenue from operations recorded at 5 20,721.65 Lakh as against revenue of 5 20,619.29 Lakh in the previous Financial Year, showing an increase of 0.50%.

• Profit/(Loss) before Finance cost, Depreciation and amortization expenses, and Tax expense recorded at 5 (641) Lakh as against Previous Financial Years figure of 5 321.83 Lakh, showing a decrease of 299.17%.

• Net Loss after tax is recorded at 5 1,004.60 Lakh as against previous Financial Years net loss of 5 218.53 Lakh, showing an increase of 359.71%.

Your Company has continued with its mission to remodel its business with long term goal based on its intrinsic strength, branded products business and quality of service, customer relationships and streamlining production and other operations.

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 will continue to add new molecules and increase its branded sale portfolio to further consolidate its position in the industry in future. To consolidate its market position your company shall continue to upgrade its manufacturing technology and facilities as well as add new molecules to its product portfolio. Your Company has highly qualified and dedicated team of professionals in various work profile to focus on quality improvement in existing products, marketing the products to prevailing customers and exploring new domestic and overseas customers for the Company. Your Company enjoys excellent brand value from its local and overseas customers. A 24,644 square meter piece of land was acquired within MIDC Lote Parshuram during the fiscal year. This property, located near the companys existing manufacturing plant, will be used to expand production of branded products and speciality pesticides for international markets.

5. TRANSFER TO RESERVE:

Owing to the net loss incurred in the Financial Year 2023-24, 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 2023-24.

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/ Membership No.	Category/ Designation
Mr. Pradip Dave	00184598	Whole-Time Director
Mrs. Elizabeth Shrivastava	00184865	Managing Director
Dr. Samir Dave	00184680	Whole-Time Director
Mr. Ashit 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, Mr. Ashit Pradip Dave (DIN: 00184760), Whole-Time Executive Director of the Company, is due for retirement by rotation at the ensuing 37^th Annual General Meeting (AGM), and he being eligible, offers himself for re-appointment pursuant to provisions of Section 152 of the Act.

Change in designation of Key Managerial Personnel:

During the period under review, Mrs. Elizabeth Shrivastava stepped down from her position as Managing Director of the Company owing to succession planning in the management of the Company with effect from closing of working hours of February 13, 2024. She continues to be on the Board of the Company as a Whole-Time Director.

Further, owing to the casual vacancy in the office of Managing Director, Dr. Samir Dave was appointed as the Managing Director with effect from February 14, 2024.

The special resolutions for change in designation of Mrs. Elizabeth Shrivastava and Dr. Samir Dave were approved by the shareholders of the Company by requisite majority through postal ballot by way of remote e-Voting process on March 28, 2024, the results of which were declared on March 29, 2024.

Change in Company Secretary and Compliance Officer:

During the financial year under review, Ms. Anuradha Matkar, erstwhile Company Secretary and Compliance Office of the Company resigned w.e.f. closing of working hours of June 01, 2023. The Board at its meeting held on August 12, 2023 appointed Ms. Reema Manoj Vara (ACS No. 71824) as Company Secretary and Compliance Officer of the Company w.e.f. July 18, 2023.

Independent Directors:

During the year under review, the following are the Independent Directors of the Company, in terms of Section 149 of the Act:

Name of the Director	DIN	Category
Mr. Dushyant Patel	00009714	Chairman & Non-Executive Independent Director
Mr. Ramgopal Kaja	00140047	Non-Executive Independent Director
Mr. Mayoor Amin	00179889	Non-Executive Independent Director
Mr. Suresh Bhatt	00512976	Non-Executive Independent Director

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 (hereinunder 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: www.aimcopesticides.com.

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 37^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 declaration 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 www.aimcopesticides.com.

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, Corporate Social Responsibility policy, etc., and all relevant policies have been placed on the website of the Company at the link: www.aimcopesticides.com.

12. AUDITORS AND AUDIT REPORTS:

a) Statutory Auditors:

At the AGM 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, 2024.

b) Internal Auditors:

The Board of Directors of the Company had appointed M/s. Abhay Bhagat & Co. Chartered Accountants, Mumbai as an Internal Auditor of the Company, for three financial years, starting from Financial Year 2021-22 to 2023-24 at its meeting held on June 25, 2021, to look after all the internal audit requirements and the report of the Internal Auditor is placed/forwarded to Audit Committee and Statutory Auditor of the Company on the relevant and necessary matters from time to time.

Further,theBoardofDirectorshas,uponrecommendation of the Audit Committee, at its Meeting held on May 28, 2024, re-appointed M/s. Abhay Bhagat & Co., Chartered Accountants to undertake Internal Audit of the Company pursuant to Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, for the Financial Year 2024-25 to 2026-27.

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 29,

2023, 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, 2024.

Further,theBoardofDirectorshas,uponrecommendation 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, as the "Cost Auditors" of the Company for the Financial Year 2024-25, subject to ratification of remuneration at the ensuing 37^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, Cost Audit Report for the Financial Year 2022-23 has been filed duly with Ministry of Corporate Affairs. The Cost Audit Report in respect of Financial Year

2023-24 will be filed with Ministry of Corporate Affairs within 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 29, 2023, appointed M/s. Sahasrabuddhe Parab and Co. LLP, Company Secretaries, Mumbai, to undertake the Secretarial Audit of the Company for the financial year 2023-24.

Further,theBoardofDirectorshas,uponrecommendation of the Audit Committee, at its Meeting held on May 28, 2024, have re-appointed M/s. Sahasrabuddhe Parab and Co. LLP, Company Secretaries, a peer reviewed Company Secretaries Firm as the "Secretarial Auditors" of the Company for the Financial Year 2024-25.

The Secretarial Audit Report issued by M/s. Sahasrabuddhe Parab and Co. LLP, Company Secretaries for the Financial Year 2023-24 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 CAPTIAL:

The Authorized Equity Share Capital of the Company as on March 31, 2024 is 5 15,00,00,000 (Rupees Fifteen Crores Only), comprising of 1,50,00,000 (One Crore and Fifty Lakh) Equity Shares of Face Value of 5 10/- (Rupees Ten Only) each.

The Paid-up Share Capital of the Company as on March 31, 2024 is 5 9,58,25,130 (Nine Crores Fifty Eight Lakh Twenty Five Thousand One Hundred and Thirty Only) comprising of 95,82,513 (Ninety Five Lakh Eighty Two Thousand Five Hundred and Thirteen Only) Equity Shares of Face Value of 5 10/- each.

There has been no change in the total paid up share capital of the Company during the Financial Year 2023-24.

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, 2024 is uploaded on the website of the Company and can be accessed

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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 www.aimcopesticides.com.

No complaint pertaining to sexual harassment was received during the Financial Year 2023-24.

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 transparent system to safeguard any person using this mechanism from victimization and in appropriate/exceptional cases, as there is direct access to Mr. Ramgopal Kaja (DIN: 00140047), 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 www.aimcopesticides.com.

20. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors met four (4) times during the Financial Year 2023-24. 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 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 www.aimcopesticides.com.

Your Directors draw your attention to Note No. 43 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, 2024, 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, 2024 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, 2024; 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, 2024.

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 2023-24.

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 2023-24, 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 E 92.58 Lakh which comprises of 0.30 Lakh spent in excess in Financial Year 2021-22 and E 92.28 Lakh 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 E 0.30 Lakh shall be available for set off for a period of immediate three succeeding financial years i.e Financial Year 2022-23, 2023-24 and 202425. Since, the excess amount spent was not utilized in the Financial Year 2022-23 and 2023-24, the amount is available for set off in Financial Year 2024-25, post which the excess amount spent by the Company in Financial Year 2021-22 shall lapse. Further, set off for excess spending in Financial Year 2022-23 can be availed, one year i.e. Financial Year 2023-24 has already elapsed and it can still be carried forward for further two financial years i.e. 2024-25 and 2025-26.

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:

The Companys robust Risk Management Framework (RMF) identifies and evaluates all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks. The Company recognizes that these risks need to be managed and mitigated to protect its shareholders and other stakeholders, to achieve its business objectives and enable sustainable growth.

The risk framework is aimed at effectively mitigating the Companys various business and operational risks, through strategic actions. Risk management is integral part of our critical business activities, functions and processes. The risks are reviewed for the change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risks and future action plans.

The Audit Committee oversees Enterprise Risk Management Framework (RMF) to ensure execution of decided strategies with focus on action and monitoring risks arising out of unintended consequences of decisions or actions and related to performance, operations, compliance, incidents, processes, systems and transactions are managed appropriately.

The Company believes that the overall risk exposure of present and future risks remains within risk capacity.

RMF is prepared to ensure robust internal controls and effectively respond to any changes in the business environment so as to achieve high degree of business performance, limit any negative impact on its working and avail of benefits arising out of any business opportunities. Key business risks perceived by the Company and mitigating initiatives are as under:

a) Industry Risk: Agrochemicals industry is prone to risks arising out of indifferent weather conditions such as excess rains, scanty rains, unseasonal rains etc. This can lead to demand fluctuation and industry downturn. To mitigate these risks, the Company has expanded its global reach to almost all countries in the world. With increase in demand for food due to increase in population, use of agrochemicals will keep on rising. The Company has a large portfolio of agrochemicals with diverse applications. The Company has an efficient supply chain so product movement is very swift.

b) Key Inputs Risk: Non-availability of key inputs and raw materials can adversely affect the production planning and subsequent sales. To mitigate these risks, the Company has its own manufacturing facilities for some key raw materials. Multiple vendor databases are created to ensure smooth supply of various raw materials. The Company enters into long term contracts with suppliers for some key inputs which ensure 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 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: www. aimcopesticides.com.

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, your Company enjoyed amicable relationship with workers and employees at all levels.

The Company truly believes that people are its biggest assets. With the rate of growth of the organization, the concentration was on making the Company brand more contemporary, explaining what "doing things better" means to each of the stakeholders and focusing on the core values of the Company.

With a mission to be among the top 5 agrochemical companies in the Country, such values that would echo a collective mindset and voice to reach these common objectives are framed. HR processes, like Talent acquisition, Performance Management and Leadership Development are strengthened further keeping the values in focus. By providing an inspiring environment to learn and grow, promoting teamwork and mutual working, focusing on competency development and career growth, and respecting people and showing concern for them.

The Company has an enviable history of talent retention. The attrition rate has been very low and it has been able to manage people aspirations and career growth aligned to the business needs and growth. The Company has from time to time suitably rewarded its employees, workers, suppliers and distributors for their contribution towards the Companys continued success.

31. SUBSIDIARY COMPANIES:

As on March 31, 2024 your Company has three wholly owned subsidiary companies viz. Aimco Ecoscience Limited, Aimco KR Agro Private Limited and Aimco International FZE.

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 www.aimcopesticides. com.

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 2023-2024, 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, 2024.

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 www.aimcopesticides.com.

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 2023-24 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.

39. 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 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.

40. 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 looks forward to their continued co-operation.

		For and on behalf of the Board of
		Aimco Pesticides Limited
	Sd/-	Sd/-
	Samir Dave	Ashit Dave
	Managing Director	Whole-Time Director &
Date: August 13, 2024	DIN: 00184680	Chief Financial Officer
Place: Mumbai		DIN: 00184760