Phyto Chem India Ltd Directors Report

Dear Shareholders,

Your Directors have the pleasure to present the 37th Annual Report of the Company together with the Audited financial statements for the financial year ended 31st March 2026 along with Auditors Report thereon.

1. Financial Results:

The Financial Results for the year ended 31st March 2026 are summarised as under:

(Rs. in lakhs)

Particulars	Current Year 2025-26	Previous Year 2024-25
Sales	1,070.07	1,650.09
Less: GST	163.02	242.25
Net Sales	907.05	1,407.84
Other Operating Income	183.20	247.27
Total Income from operations (Net)	1,090.25	1,655.11
Profit Before Finance Cost, Depreciation & Amortisation	(2.99)	112.84
Finance Cost	150.17	184.00
Profit Before Depreciation & Amortisation	(153.16)	(71.16)
Depreciation & Amortisation	34.13	33.67
Profit/(Loss) Before Tax	(187.29)	(104.83)
Provision for Taxation	?	?
Current Tax	?	?
Deferred Tax	(7.01)	(5.68)
Net Profit/(Loss) for the Period	(180.28)	(99.15)
EPS (Basic) Rs.	(4.19)	(2.31)

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 2025-26.

3. Performance:

During the financial year under review, your Company recorded a turnover of Rs.1090.25 lakhs as against the turnover of Rs.1655.11 lakhs in the previous year, representing a decrease of 34.13% .

Your Company incurred a loss before tax of Rs.187.29 lakhs for the financial year 2025-26 compared to a loss of Rs.104.83 lakhs in the previous year. After accounting for taxes, the net loss stood at Rs.180.28 lakhs as against a net loss of Rs.99.15 lakhs in the previous financial year 2024-25. This increase in operational losses and the short fall in turnover were primarily driven by adverse market and environmental conditions. These included intense price competition, deficient rain fall across several parts of the country impacting agricultural demand, a market over supply relative to demand, and delayed realizations of receivables from the market.

From a cost perspective, during the year 2025-26, the turnover decreased by 34.13% as compared to the turnover of 2024-25. The ratio of manufacturing expenses to the Sales during the year 2025-26 is 82.25% as against 73.54% during 2024-25. The ratio of Administrative, Selling and other expenses to the total expenditure is 12.35% during the year 2025-26 as against 14.87% during 2024-25.

4. Review of Operations:

a. Brief about Activities and Operations of the Company:

Your Company is primarily 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.

The following manufacturing facilities for various pesticides formulations are available at the Factory:

i. Liquid and SC Formulations

ii. Weedicide Formulations

iii. Wettable and Powder Formulations

iv. Granule Formulations

The Company presently maintains an installed production capacity of 90,00,000 litres / kgs per annum for manufacturing various pesticide formulations, which are marketed under its proprietary brands through dealer and distributor network across Telangana, Andhra Pradesh, Maharashtra, and Karnataka and the Company has idle spare capacity for manufacturing facilities.

To optimize resource utilization and enhance operational efficiencies, the management is proposing to lease out this surplus manufacturing capacity on receipt of the necessary approvals. This strategic initiative will enable the Company to monetize spare capacity of the assets and generate recurring revenue streams.

The Company has disposed its house plots at Bangalore during financial year 2022-23 itself and received an amount of Rs.138.00 lakhs as per settlement deed during the current financial year 2025-26.

b. Performance of the Company:

The Company has achieved a turnover of Rs.1,090.25 lakhs during the year 2025-26 as against turnover of Rs.1,655.11 lakhs during the previous year. Though the Company has established its limited marketing network, it could not achieve the targeted turnovers due to unhealthy competition, supply is more than demand, non-receipt of timely rains in the country and non-receipt of payments from the market on time.

c. Prospects for the Financial Year 2026-27:

a) Pesticide Business:

Despite the pesticide industry growing at an annual rate of 8-10% driven by climatic conditions and minimum support prices, the sector faces critical structural challenges.

Unfortunately the demand and supply theory is registering with a negative factors i.e. supplies more than demand which impacts the prices of pesticides. Every year few firms are being entering into the manufacturing of pesticide industry, flooding of non-quality of products is/are becoming tough time to get industry survival.

The Company is facing difficulties in receiving the payments due to unlimited credit periods are being given to the dealers by the majority of the bigger and medium scale industry, which leads to unhealthy practices with regarding the quality parameters.

In view of the above, the Company is adopting a cautious approach towards its pesticide formulations business for the financial year 2026-27.

In order to maximize asset efficiency and generate steady revenue streams, the Company is proposing to lease out its spare manufacturing capacity which will ensure optimal resource utilization.

Necessary resolution, along with the explantory statemen, seeking shareholders approval has been set forth in the Notice of the Annual General meeting.

b) Ferro Alloy Business and Recovery Proceedings:

Pursuant to the agreements entered into with M/s. Siri Smelters & Energy Private Limited on 23rd June, 2022, and 4th April 2024, the Company supplied raw materials for processing. However, despite the Company providing the requisite raw materials, M/s. Siri Smelters & Energy Private Limited failed to fulfil its manufacturing obligations.

Instead of supplying finished products or transferring sale proceeds, the said party independently utilized the raw materials to manufacture and sell Ferro Alloy products, resulting the non-utilization of proceeds for the intended purpose. Operations subsequently came to a complete halt due to internal electrical issues and mounting pressure from other creditors.

An operational creditor subsequently approached the National Company Law Tribunal (NCLT), which admitted the petition and appointed an Interim Resolution Professional (IRP) to assume control of M/s. Siri Smelters & Energy Private Limited. In response to the IRPs invitation to creditors, the Company has filed a claim application for the total recoverable amount of Rs. 6,21,84,043.00 and is closely monitoring the legal proceedings to safeguard its financial interests.

c) Strategic Diversification Initiative:

In light of the above, the Company is evaluating a strategic shift towards high margin, remunerative alternative products. In addition to optimizing existing resources, the management is actively exploring various strategic options for diversification mainly into construction and fabrication products. This forward looking initiative aims to tap into the robust and growing demand within the infrastructure and industrial construction sectors, enabling the Company to broaden its business portfolio and create long-term value for its stakeholders.

5. Dividend:

In order to conserve its financial resources to meet its estimated plan and also in the light of the losses, 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 31st March 2026 was Rs.2.37 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 31st March 2026 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 Companys 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 Authorized Share Capital of the Company is Rs.1,350.00 lakhs divided into 1,35,00,000 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.208.75 lakhs and the Company transferred the loss of Rs.181.82 lakhs for the financial year 2025-26 to Reserves and Surplus account. The balance in Reserves and Surplus available at the end of the year 2025-26 is Rs.26.93 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 Companys internal financial controls are adequate and effective during the period ended on 31st March 2026.

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:

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on 31st March, 2026 is available on the Companys website at https://phytochemindia.com/pdfs/Extract_of_Annual_Return_Form_MGT- 9-F.Y-25-26.pdf

18. Secretarial Auditors and Secretarial Audit Report:

Pursuant to provisions of Section 204 of the Companies Act, 2013, and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. Vijendra & Co., Company Secretaries, had appointed as the Secretarial Auditors of the Company for a term of five consecutive financial years commencing from F.Y. 2025-26 to F.Y. 2029-30. The appointment was approved by the Members at the 36th Annual General Meeting. The Secretarial Audit Report for the financial year ended 31st March 2026 is annexed to this report as Annexure-I.

The below are the observations along with the management reply:

SEBI (LODR) REGULATIONS,2015:

1. There was a delay of 11 minutes beyond the stipulated timeline in submitting the PDF version of the financial results for the quarter ended 31st March 2025, under Regulation 33 of SEBI (LODR) Regulations, 2015.

Management Reply: The delay occurred due to a technical issue during the uploading process on the Stock Exchange portal. The audited financial results were uploaded immediately upon resolution of the technical issue. The Company has strengthened its internal review and filing mechanism to ensure timely compliance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. There was a delay of 5 days beyond the stipulated timeline in submitting the certificate from RTA under Regulation 74(5) for the quarter ended 31 st December 2025 was required to be submitted by 15th January 2026. The certificate was submitted after the prescribed due date, pursuant to SEBI (Depositories and Participants) Regulations, 2018.

Management Reply: The delay occurred due to unforeseen circumstances. The Company has since strengthened its internal compliance monitoring framework and implemented additional review mechanisms to ensure timely submission of all statutory filings and to avoid recurrence of such delays.

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

All related party transactions entered into by the Company during the financial year under review were in the ordinary course of business and on an arms length basis. All such transactions were placed before and approved by the Audit Committee in accordance with the provisions of Section 177 and Section 188 of the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the financial year under review:

* the Company availed unsecured loans from Mr. Y. Nayudamma (DIN: 00377721), Managing Director, and Mr. Y. Janaki Ramaiah (DIN: 06949910), Executive Director. The said loans were provided out of their own funds and not out of borrowed funds;

* the Company paid rent for its office premises to Mr. Y. Sreemannarayana, son of the Managing Director; and

* the Company received Rs. 138.00 lakhs towards the settlement relating to the sale of house plots held as inventory during the financial year 2022-23 from M/s. Rasasri Developers Private Limited, an entity over which the Key Managerial Personnel of the Company exercise significant influence.

Disclosures as required under form AOC-2 are annexed as Annexure- II and also contained in Note Nos. 9, 17 and 31 of Financial Statements. Further, the Company has not entered into any other related party transactionsother than the above. 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,

a. Mr. N. Sudhakar (DIN: 00426897) was appointed as an Independent Director of the Company for a term of five years effective from 11 -08-2025 and his appointment was approved by the shareholders at the 36th Annual General Meeting (AGM) of the Company held on 29-09-2025.

b. The following Directors were re-appointed as Independent Directors of the Company at the 36th Annual General Meeting held on 29-09-2025 for a second term of five years effective from the date of the Annual General Meeting:

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

ii. Mrs. G. Vijitha - DIN: 03492979

c. Mr. K. Srinivasa Rao (DIN: 03334048) was appointed as a Non-Executive and Non Independent Director of the Company at the 36th Annual General Meeting held on 29-09-2025 and he is liable to retire by rotation in accordance with the provisions of Section 152 of the Companies Act, 2013.

d. Mr. Y. Sreemannarayana (DIN: 11221068) was appointed as an Executive and Non Independent Director of the Company effective from 11-08-2025 for a period of three years and his appointment was subsequently approved at the 36th Annual General Meeting held on 29-09-2025. During the year, the Executive, 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, its 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:

Five 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:

Four 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 31st March 2026. 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 31st March 2026, the applicable accounting standards have been followed including Ind AS Accounting Standards as notified by the Ministry of Corporate Affairs (MCA) on 16th 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 31st March 2026 and of the profit/ 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 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 31st March 2026 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 31st March 2026 to the Board of Directors which forms part of the Annual Report.

30. Auditors & Observations:

M/s. Yelamanchi & Associates, Chartered Accountants - FRN:000041S (previously known as M/s. T. Adinaryana & Co., Chartered Accountants - FRN:000041S), Hyderabad were appointed as Statutory Auditors of the Company for a period of five years at the 34th Annual General Meeting till the Conclusion of 39th Annual General Meeting of the Company.

The Auditors Report for the year ended 31st March 2026 does not contain any qualification, reservation or adverse remarks on the accounts and related matters of the Company.

Disclosure on Fraud Reporting (Section 143(12))

Pursuant to the provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditors of the Company have not reported any incident of fraud committed against the Company by its officers or employees during the financial year under review.

31. Internal Auditor:

M/s. R. B. Associates, Chartered Accountants (FRN: 009112S), Hyderabad are the Internal Auditors for the financial year 2025-26. They have submitted quarterly reports for the financial year 2025-26 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 2025-26.

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 Companys policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Integrated Corporate Governance Report.

34. Depository System:

As the Members are aware, your Companys 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 Companys shares on CDSL or NSDL. The ISIN allotted to the Companys Equity shares is INE 037C01010.

35. Vigil Mechanism / Whistle Blower Policy:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 2025-26:

i. Executive Directors:

S.No.	Executive Directors	Ratio
1.	Mr. Y. Nayudamma	7.18
2.	Mr. Y. Janaki Ramaiah	8.15
3.	Mr. Y. Sreemannarayana(w.e.f. 11-08-2025)	2.52

ii. Non-Executive Directors:

S.No.	Name of the Director	Ratio
1.	Dr. P. Sreemannarayana	0.10
2.	Dr. Y. Venkateswarlu (upto 29-09-2025)	0.04
3.	Mr. P Anjaneyulu (upto 11-08-2025)	0.04
4.	Mr. K. Srinivasa Rao (w.e.f. 11-08-2025)	0.04
5.	Dr. G. S. R. Anjaneyulu (upto 29-09-2025)	0.08
6.	Mr. N. Sudhakar (w.e.f. 11-08-2025)	0.07
7.	Mr. M. Sree Ram Murthy	0.16
8.	Mr. S. Y. Sampath Kumar	0.16
9.	Mrs. G. Vijitha (Woman Independent Director)	0.16
10.	Mr. N.Nagendra Naidu	0.16

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

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

S.No.	Name	Designation	Increase / Decrease in %
1.	Mr. Y. Nayudamma *	CEO & Managing Director	6.50
2.	Mr. Y. Janakiramaiah	Executive Director	-
3.	Mr. Y. Sreemannarayana	Executive Director	NA
4.	Mr. T.V.Satish Babu	Company Secretary	(58.87)
5.	Mr. B. Sambasiva Rao	Chief Financial Officer	(8.87)

c. Percentage increase/ (decrease) in the median remuneration of employees in the financial year: (32.90%).

d. The number of permanent employees on the rolls of Company: 19.

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 and turnovers 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:

Particulars	As at 31-03-2026	As at 31-03-2025
Closing rate of share at BSE (Rs.)	21.63	28.95
EPS (Rs.)	(4.19)	(2.31)
Market Capitalization (Rs. in Lakhs)	930.13	1,244.91

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 31st March 2026, the Market quotation for the Companys Equity shares at BSE Limited is Rs.21.63 as against Rs.28.95 as on 31st March 2025.

h. Average percentile increases 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:

During the financial year, the remuneration of the Managing Director had a modest incrase of 6.50% (amounting to Rs. 1.08 lakhs) compared to previous year, which remains well within statutory limits and aligns with industry bench marks evaluated by the Nomination and Remuneration Committee. Conversely the overall aggregate employee salaries experienced a decrease of 32.90% compared to the previous year.

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

Name of the Person	Remuneration (Rs. in Lakhs)	Total Revenue (Rs. in Lakhs)	Remuneration as a % of Revenue
Mr. Y Nayudamma - Managing Director	17.75	1,090.25	1.63%
Mr. Y Janaki Ramaiah - Executive Director	20.15	1,090.25	1.85%
Mr. Y. Sreemannarayana - Executive Director (w.e.f 11-08-2025)	6.24	1,090.25	0.53%
Mr. T.V. Satish Babu - Company Secretary (w.e.f. 31-03-2025)	4.20	1,090.25	0.39%
Mr. B. Sambasiva Rao - Chief Financial Officer	4.94	1,090.25	0.45%

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 - III.

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-IV 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 Companys 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 nationwide trading terminals and the listing fee has been paid by the Company for the F.Y. 2025-26.

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. Disclosure under the Maternity Benefit (Amendment) Act, 2017

Your Company is committed to providing a safe and inclusive workplace for all employees. The Company has complied with the provisions of the Maternity Benefit Act, 1961 as amended by the Maternity Benefit (Amendment) Act, 2017, which, inter alia, provides for enhanced maternity leave of 26 weeks, work- from-home facilities (where the nature of work permits), and establishment of creche facilities.

During the year under review, there were no complaints or grievances reported under the said Act.

45. Secretarial Standards

The Company has complied with the applicable provisions of all Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and notified by the Ministry of Corporate Affairs under Section 118 (10) of the Companies Act, 2013, namely:

* Secretarial Standard on Meetings of the Board of Directors (SS-1); and

* Secretarial Standard on General Meetings (SS-2).

46. 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 : 13th August 2026	DIN:00377721