Phyto Chem (India) Ltd Directors Report

Dear Shareholders,

Your Directors have the pleasure to present the 36^th Annual Report of the Company together with the Audited financial statements for the financial year ended 31^st March 2025 along with Auditors Report thereon.

1. Financial Results :

The Financial Results for the year ended 31^st March 2025 are summarised as under:

(Rs. in lakhs)

Particulars	Current Year	Previous Year
	2024-25	2023-24
Sales	1,650.09	1,744.66
Less: GST	242.25	263.59
Net Sales	1,407.84	1,481.07
Other Operating Income	247.27	231.89
Total Income from operations (Net)	1,655.11	1,712.96
Profit Before Finance Cost, Depreciation & Amortisation	112.84	(94.72)
Finance Cost	184.00	204.97
Profit Before Depreciation & Amortisation	(71.16)	(299.69)
Depreciation & Amortisation	33.67	34.24
Profit/(Loss) Before Tax	(104.83)	(333.93)
Provision for Taxation	—	—
Current Tax	—	—
Deferred Tax	(5.68)	(0.87)
Net Profit/(Loss) for the Period	(99.15)	(333.06)
EPS (Basic) Rs.	(2.31)	(7.75)

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 2024-25.

3. Performance:

Your Company has registered a turnover of Rs.1,655.11 lakhs during the year 2024-25 as against the turnover of Rs.1,712.96 lakhs during the previous year. The Company has incurred a loss of Rs.104.83 lakhs during the financial year 2024-25 before taxes as against a loss of Rs.333.93 lakhs during the previous year. After providing for taxes, the Company incurred loss of Rs.99.15 lakhs during the financial year 2024-25 as against received loss of Rs.333.06 lakhs during the financial year 2023-24. The Company has incurred loss during the financial year 2024-25 as compared to previous year in which the Company received heavy loss and also could not make estimated turnovers due to unhealthy competition in respect of market prices, nonreceipt of timely rains in many places across the country, supply is more than market demand, non-receipt of payments from the market on time, etc.

During the year 2024-25, the turnover decreased by 3.38% as compared to the turnover of 2023-24. The ratio of manufacturing expenses to the Sales during the year 2024-25 is 73.54% as against 79.55% during 2023-24. The ratio of Administrative, Selling and other expenses to the total expenditure is 14.87% during the year 2024-25 as against 17.69% during 2023-24.

4. Review of Operations:

a. Brief about Activities and Operations of the Company:

Your Company is mainly into the business of manufacturing & marketing of Pesticides for agriculture sector and presently carrying on the business in three segments i.e. Pesticides Formulations, Ferro Alloy Products and Real Estate.

The main focus is on the Pesticides Business and the following manufacturing facilities for various pesticides formulations are available at the Factory:

i. Liquid and SC Formulations

ii. Weedicide Formulations

iii. Wettable and Powder Formulations

iv. Granule Formulations

Presently, the Company has Production Capacity of 90,00,000 Ltrs/ Kgs per annum to manufacture various pesticide formulations and has established its limited marketing network in the states of Telangana, Andhra Pradesh, Maharashtra and Karnataka. The products are marketed with its own brands through dealers and distributors network. The Company has disposed its house plots at Bangalore during financial year 2022-23 itself and received an amount of Rs.150.00 lakhs as price escalation as per settlement deed during the current financial year 2024-25.

b. Performance of the Company:

The Company has achieved a turnover of Rs.1,655.11 lakhs during the year 2024-25 as against turnover of Rs.1,712.96 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 2025-26:

The Company estimates a turnover of Rs.3,275.00 lakhs from Pesticide formulations and Ferro alloy manufacturing activities during the financial year 2025-26. Since the company proposes to reduce its turnovers in pesticides formulations, the limited marketing network with monsoon conditions, unlimited credit period play major role in achieving the estimated turnovers. The Company is hopeful of improving turnovers in Ferro alloy activity during the financial year 2025-26.

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 31^st March 2025 was Rs.4.61 lakhs. The Company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters and they were kept under strict check through continuous monitoring at all levels.

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

There were no material changes and commitments affecting the financial position of the Company from the year ended 31^st March 2025 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. 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.305.95 lakhs and the Company transferred the loss of Rs.97.20 lakhs for the financial year 2024-25 to Reserves and Surplus account. The balance in Reserves and Surplus available at the end of the year 2024-25 is Rs.208.75 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 31^st March 2025.

14. Corporate Social Responsibility (CSR):

The compliance of the Provisions of CSR criteria mentioned in the provisions of Companies Act, 2013 are not applicable to the Company as on date.

15. Deposits:

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

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

The Company has not granted any Loans, given Guarantees or made any Investments in any other Companies during the year under Section 186 of the Companies Act, 2013.

17. Extract of Annual Return:

The extract of the Annual Return of the company is given in Annexure - I in the prescribed Form MGT-9, which forms part of this Report. The extract of the Annual Return filed with ROC in Form MGT-7 is placed on Companys website www.phytochemindia.com.

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, were appointed as the Secretarial Auditors of the Company for financial year 2024-25. Further the Board in their meeting held on 11th August 2025, have recommended their reappointment as the Secretarial Auditor of the Company for a term of five consecutive financial years commencing from F.Y. 2025-26 up to F.Y. 2029-30, subject to approval of shareholders at the ensuing 36th Annual General Meeting."

The Secretarial Audit Report is annexed as Annexure-II.

The below are the observations along with the management reply:

1. There was a delay of 12 days in filing Form MGT-14 for the resolutions passed by the Board of Directors on 29^th May 2024 the details of which are mentioned below:

a. Approval of the Audited Financial Results of the Company for the Fourth Quarter and Financial Year ended 31st March 2024; and

b. Taking note of the change in the name of the Statutory Auditors of the Company from M/s. T Adinarayana & Co. (FRN: 000041S), Chartered Accountants, Hyderabad to M/s. Yelamanchi & Associates (FRN: 000041S), Chartered Accountants, Hyderabad.

Management Reply:

"The delay was purely inadvertent and occurred due to procedural oversight in collating supporting documents. The Company has since strengthened its internal monitoring system to ensure timely filing of all statutory forms in future."

There was an inadvertent delay of 12 days in filing of Form MGT-14

2. There was a delay of 333 days in filing Form MGT-14 for the resolution passed by the Board of Directors on 12th August 2024 for approving the Directors Report including the Report on Corporate Governance for the Financial Year 2023-24:

The due date for filing was 11^th September 2024, however, the form was filed on 10^th August 2025 with additional fees. There was an inadvertent delay in filing of form MGT-14

Management Reply:

"The delay in filing was unintentional and caused due to oversight. The Company has already filed the form with additional fees and has implemented stricter compliance tracking mechanisms to avoid recurrence."

SEBI (LODR) REGULATIONS.2015:

1. There was a delay of 16 minutes beyond the stipulated timeline in submitting the PDF version of the financial results for the quarter ended 30^th June 2024, under Regulation 33 of SEBI (LODR) Regulations, 2015.

This was caused by the manual typing of the entire body, which takes time, an issue with attaching the covering letter and annexures during the filing process and there was no malafide intention involved.

2. There was a delay of 25 minutes beyond the stipulated timeline in submitting the PDF version of the financial results for the quarter ended 30^th September 2024, pursuant to Regulation 33 of the SEBI (LODR) Regulations, 2015.

This was caused by the manual typing of the entire body, which takes time, an issue with attaching the covering letter and annexures during the filing process and there was no malafide intention involved.

3. There was a delay of 80 days beyond the stipulated timeline in the appointment of a qualified Company Secretary as the Compliance Officer, as required under Regulation 6(1) of SEBI (LODR) Regulations, 2015.

Management Reply:

"The delay in appointment of a qualified Company Secretary as the Compliance Officer was purely inadvertent and due to genuine difficulty in finding a suitable candidate. During the period, the Company invited applications by publishing notices twice in newspapers and also sought assistance from the Institute of Company Secretaries of India (Hyderabad Chapter) for suitable references. The vacancy has since been filled by appointing a qualified Company Secretary effective from 31^st March 2025. The Company has paid the prescribed penalty to the Stock Exchange and assures that systems are being strengthened to avoid such delays in future."

The Company has taken corrective action by appointing a qualified Company Secretary effective from 31st March, 2025. The Company had paid the fine of Rs 1,08,560/- Imposed by the Stock Exchange.

4. There was a delay of 287 days in filing the intimation of the reappointment of the Executive Director of the Company in XBRL format, pursuant to the Board Meeting held on 12th August 2024, as required under Regulation 30 of SEBI (LODR) Regulations, 2015.

The necessary form in PDF format with respect to the reappointment of Executive Director of the Company was duly filed on time i.e. within the due date and filing of XBRL was missed inadvertently and there was no malafide intention involved.

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

All contracts/arrangements/transactions entered into by the Company with related parties during the financial year were in the ordinary course of business and on an arms length basis. During the year under review, the Company had the following related party transactions:

• Acceptance of unsecured loans from:

• Mr. Y. Nayudamma (DIN: 00377721), Managing Director; and

• Mr. Y. Janaki Ramaiah (DIN: 06949910), Executive Director.

• Payment of office premises rent to Mr. Y. Sreemannarayana (son of the Managing Director).

• Receipt of Rs.150.00 lakhs towards price escalation relating to house plots sold during F.Y. 2022-23 from M/s. Rasasri Developers Private Limited, a Company in which key managerial personnel of your Company exercise significant influence.

The required disclosures in Form AOC-2 are annexed as Annexure-III to this Report and are also disclosed in Note No. 9, Note No. 16, and Note No. 30 of the Financial Statements.

It is further confirmed that the loans received from Directors were from their own sources and not from borrowed funds.

Further, pursuant to Rule 8(2) of the Companies (Accounts) Rules, 2014, it is confirmed that no contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 were entered into during the year which were not at arms length basis or not in the ordinary course of business.

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

Your Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013. There are no cases filed/ complaints lodged in the Company during the year under review in respect of the Sexual Harassment of Women at workplace.

21. Directors and Key Managerial Personnel:

Pursuant to provisions of Section 149 and other applicable provisions of the Companies Act, 2013 read with Rules thereon, the following Directors were appointed as Independent Directors of the Company at the 31^st Annual General Meeting held on 28-12-2020 for a period of five years effective from the meeting

date:
i. Dr. G. S. R. Anjaneyulu	- DIN: 01874325
ii. Mr. S. Y. Sampath Kumar	- DIN: 02389255
iii. Mrs. G. Vijitha	- DIN: 03492979
iv. And Mr.M. Sreerama Murthy	- DIN: 01932910

was appointed as Independent Director of the Company at the Extra Ordinary General Meeting held on

12-05-2023 for a period of five years with effect from 14^th February 2023.and

v. Mr. N. Nagendra Naidu - DIN: 10180163

was appointed as Independent Director of the Company at the 34^th Annual General Meeting held on 07-08-2023 for a period of five years with effect from 07-08-2023.

In accordance with Section 152 of the Companies Act, 2013, the following changes in directorship are noted:

1. Retirements/ Resignation of the Directors

* Dr. Yadlapalli Venkateswarlu (DIN: 00377568), Director, will be retiring at this Annual General Meeting and has expressed his unwillingness to seek reappointment due to his advanced age.

* Dr. G. S. R. Anjaneyulu (DIN: 01874325) will be completing his second consecutive term as Independent Director and shall retire at the ensuing 36^th Annual General Meeting in accordance with Section 149(10) of the Companies Act, 2013.

* Mr. Anjaneyulu Prathipati (DIN: 00377635) has tendered his resignation for the post of Director of the Company, approved in the board meeting held on 11^th August 2025.

2. Re-appointments

* Mr.Y.Nayudamma (DIN: 00377721) whose term of office expired by 31-12-2024 and reappointed in the board meeting of the Company held on 13-11-2024 for a period of 3 years subject to shareholders approval at the ensuing 36^th AGM.

* Dr. Sreemannarayana Prathipati (DIN: 00377472) who will be retiring at this annual general meeting and has expressed his willingness to seek reappointment.

* Mr. Yugandhar Sampath Kumar Sakhamuri (DIN: 02389255) was reappointed as Independent Director in the Board Meeting held on 11^th August 2025, for a term of five years, subject to shareholders approval at the ensuing 36^th AGM.

* Mrs. Vijitha Gorrepati (DIN: 03492979) was reappointed as Woman Independent Director in the Board Meeting held on 11^th August 2025, for a term of five years, subject to shareholders approval at the ensuing 36^th AGM.

3. Appointments of Additional Directors (In the Board Meeting held on 11^th August 2025, to be regularised

at the ensuing 36^th AGM):

* Mr. Sudhakar Nadendla (DIN: 00426897) - proposed to be appointed as Non-Executive, Independent Director for a period of five years.

* Mr. K. Srinivasa Rao (DIN: 03334048) - proposed to be appointed as Non-Executive, Non Independent Director.

* Mr. Sreemannarayana Yarlagadda (DIN: 11221068) - proposed to be appointed as Executive, Non-Independent Director for a period of three years.

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:

Six meetings of the Board were held during the year. The details of the meetings of the Board are given in the Corporate Governance Report.

25. Audit Committee:

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 31^st March 2025. The details pertaining to composition of Stakeholders Relationship Committee are given in the Corporate Governance Report.

28. Directors Responsibility Statement:

As required under Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:

a. In the preparation of the annual accounts for the year ended 31^st March 2025, the applicable accounting standards have been followed including Ind AS Accounting Standards as notified by the Ministry of Corporate Affairs (MCA) on 16^th February, 2015.

b. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March 2025 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 31^st March 2025 on a going concern basis.

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively, and

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29. CEO and CFO Certification:

In accordance with the Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managing Director (C.E.O.) and Chief Financial Officer of the Company have submitted a certificate for the year ended 31^st March 2025 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 34^th Annual General Meeting till the Conclusion of 39^th Annual General Meeting of the Company.

The Auditors Report for the year ended 31^st March 2025 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 2024-25. They have submitted quarterly reports for the financial year 2024-25 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 2024-25.

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 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.

ii.

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 2024-25:

Executive Directors:

S.No.	Executive Directors	Ratio
1.	Mr. Y. Nayudamma	5.78
2.	Mr. Y. Janaki Ramaiah	6.98

Non-Executive Directors:

S.No.	Name of the Director	Ratio
1.	Dr. P. Sreemannarayana	0.10
2.	Dr. Y. Venkateswarlu	0.02
3.	Mr. P Anjaneyulu	0.07
4.	Dr. G. S. R. Anjaneyulu	0.17
5.	Mr. M. Sree Ram Murthy	0.15
6.	Mr. S. Y. Sampath Kumar	0.17
7.	Mrs. G. Vijitha	0.17
8.	Mr. N. Nagendra Naidu	0.14

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 *	Managing Director	(31.53)
2.	Mr. Y. Janakiramaiah	Executive Director	1.13
3.	Mr. Pavan Singh Thakur**	Company Secretary	8.79
4.	Mr. T.V. Satish Babu***	Company Secretary	100.00
5.	Mr. B. Sambasiva Rao	Chief Financial Officer	16.89

* Mr. Y. Nayudamma, Managing Director preferred the reduction of remuneration during the year.

** Mr. Pavan Singh Thakur, Company Secretary resigned w.e.f 11-10-2024.

*** Mr. T.V. Satish Babu, Company Secretary appointed w.e.f 31-03-2025.

c. Percentage increase/ (decrease) in the median remuneration of employees in the financial year: (28.38%).

d. The number of permanent employees on the rolls of Company: 36.

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 31-03-2025	As at 31-03-2024
Closing rate of share at BSE (Rs.)	28.95	31.97
EPS (Rs.)	(2.31)	(7.75)
Market Capitalization (Rs. in Lakhs)	1,244.91	1,374.77

g. Percentage increase or decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

The Company made an Initial Public Offer in the year 1995 at par price of Rs.10/- per each equity share. As on 31^st March 2025, the Market quotation for the Companys Equity shares at BSE Limited is Rs.28.95 as against Rs.31.97 as on 31^st March 2024.

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:

There has been decrease of 31.53% (Rs.7.67 lakhs) of Managing Director and increase of 1.13% (Rs.0.23 lakhs) of Executive Director in the managerial remuneration and 28.38% of decrease in the salaries to employees of the Company.

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

Name of the Person	Remuneration (Rs. in Lakhs)	Total Revenue (Rs. in Lakhs)	Remuneration as a % of Revenue
Mr. Y. Nayudamma - Managing Director	16.67	1,655.11	1.01%
Mr. Y. Janaki Ramaiah - Executive Director	20.15	1,655.11	1.22%
Mr. Pavansingh Thakur - Company Secretary (upto 10-10-2024)	10.20	1,655.11	0.62%
Mr. T.V. Satish Babu - Company Secretary (w.e.f. 31-03-2025)	0.01	1,655.11	0.001%
Mr. B. Sambasiva Rao - Chief Financial Officer	5.42	1,655.11	0.33%

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

Nil.

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

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

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

37. Corporate Governance:

The Company is committed to maintain and adhere to the good standards of Corporate Governance. As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance forming part of this Report, together with the Secretarial Auditors Certificate regarding the compliance of the conditions of Corporate Governance is given in a separate section in the Annual Report.

38. Management Discussion and Analysis Report:

The Management Discussion and Analysis Report, pursuant to Regulation 34 (2) of SEBI (LODR) Regulations, 2015 a Report on Management Discussion and Analysis is annexed hereto as Annexure - IV.

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

The particulars prescribed under Section 134 of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are furnished in Annexure-V to this Report.

40. Prevention of Insider Trading:

Your Company has in place code of conduct to regulate, monitor and report trading by designated persons and code of practices and procedures for fair disclosure of unpublished price sensitive information which is in adherence to the SEBI (Prohibition of insider trading) Amendment Regulations, 2018. The disclosures received pursuant to this code and the Regulations are disseminated to the Stock Exchanges within prescribed time limit. The Report of compliance officer was placed before the Board. The code is available at the 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. 2024-25.

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 : 11th August 2025	DIN: 00377721