Tyche Industries Ltd Directors Report

To

The Members,

Tyche Industries Limited

Your Directors have pleasure in presenting the 26th Annual Report of the Company together with the Audited Accounts of the Company for the financial year ended 31st March, 2024.

Financial Results:

(Rupees in Lakhs)

Particulars	Current Year ended on 31/03/2024	Previous Year ended on 31/03/2023
Total Income (Including Other Income)	7543.34	8021.32
Less: Expenditure (before Finance Cost & Depreciation)	5686.24	5923.50
Profit before Finance Cost & Depreciation	1857.09	2097.82
Less: Finance Cost	0.15	0.11
Profit before Depreciation and Tax	1856.94	2097.71
Less: Depreciation	194.10	177.34
Profit before tax after Depreciation	1662.84	1920.37
Less: Exceptional Item	0.00	11.95
Profit/Loss before Tax	1662.84	1908.42
Less: Provision for Tax	-	-
- Current Tax	445.92	503.31
- Deferred Tax	-7.33	-12.04
Profit after Tax	1224.26	1417.15
Other Comprehensive Income	-17.59	-9.85
Total Comprehensive Income	1206.67	1407.30
Add: Balance brought forward from the Previous Year	10650.88	9397.37
Appropriations
Dividend Paid*	204.81	153.61
Dividend Tax Paid*	0.00	0.00
Transfer to General Reserve*	30.00	30.00
Adjustment to Reserves	0.00	0.00
(+/-) Excess/ Short Provision	-3.76	0.18
Balance carried to Balance Sheet	11648.98	10650.88

* Recommended by board, subject to approval of shareholders in the annual general meeting.

Review of the Business:

During the year, your Company has achieved a total income of Rs. 7543.34 Lakhs as against Rs. 8021.32 Lakhs in the previous year and earned a net profit of Rs. 1224.26 Lakhs (Previous Year Rs 1417.15Lakhs) after providing Income Tax and Deferred Tax of Rs.438.58 Lakhs (Previous Year Rs. 491.27 Lakhs).

Your directors always work with a focus to build a sustainable business model which would add value to all stakeholders over the years to come. The Board of Directors opine that the present and future market scenario of Pharma Sector will be good as discussed in detail in Management Discussion and Analysis.

Management Discussion & Analysis:

Various business aspects including market conditions, business opportunities, challenges etc. have been discussed at length in the Management Discussion and Analysis (MD&A), which forms part of this Annual Report.

Dividend:

Your directors, have recommended a dividend of Rs.2.50 per fully paid equity share for the year ended 31st March, 2024 being 25% of the fully Paid-up Equity Capital of the Company. The dividend, if approved at the ensuing Annual General Meeting will be paid to those members, whose names appear on the Companys Register of Members on 20th September, 2024. The total amount of outgo on account of this will be Rs.256.13 Lakhs towards dividend. The dividend would be tax in the hands of the shareholders.

Directors: a) Directors:

As on March 31, 2024, our Board consists of two (2) Executive Directors, one (1) Non-Executive Non-Independent Director, and Three (3) Independent Directors. The constitution of the Board of the Company is in accordance with Section 149 of the Companies Act 2013 and Regulation 17 of the SEBI Listing Regulations.

In accordance with the provisions of the Companies Act, 2013, Mr G Ganesh Kumar, Director of the Company will retire by rotation at the ensuing Annual General Meeting of the company. Brief resume of Directors proposed to be appointed/re-appointed as stipulated under SEBI (LODR) Regulations, 2015 entered with the Stock Exchanges are given in the Notice convening 26th Annual General Meeting.

During the year under review, Mr. Srinivas Gelli (DIN:10214845) was appointed as Additional Director of the Company w.e.f 01st August 2023 by the Board of Directors at their meeting held on 01st August 2023 and been regularized by the Members of the Company by way of Ordinary resolution at the Annual General Meeting held on 29th August 2023.

During the year under review, the designation of Mr. Venkataraju Gupta Kollepaalli (DIN:09054998) has been changed from Non-executive Non-Independent Director to Non-Executive Independent Director with effect from 29th August 2023.

During the year under review, Mr. Boosa Eshwar Independent Director of the company resigned from the Board of the Company w.e.f September 11, 2023 and the Board of Directors have taken note of his resignation at their meeting held on 20th September 2023.

During the year under review, Mr. Sai Sudhakar Panchakarla (DIN:08397860) has been reappointed as Independent Director of the Company w.e.f 24th March 2024 for a period of Five (5) years.

In the opinion of the Board, all the Independent Directors of the Company possesses requisite expertise, integrity and experience including proficiency. Further, all the Independent Directors have confirmed that their respective names have been included in the Independent Directors Database as required under Section 150 of the Companies Act, 2013. b) Board Meetings:

During the year, Seven board meetings were held, with gap between meetings not exceeding the period prescribed under the 2013 Act. Details of Board and Board Committee Meetings held during the year are given in the Corporate Governance Report.

Board Meeting dates are finalised in consultation with all Directors and agenda papers backed up by comprehensive notes and background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions. A detailed presentation is also made to apprise the Board of important developments in industry, segments, business operations, marketing, products etc. c) Key Managerial Personnel:

During the year under review, Mr. Satya Ranjan Jena had resigned as Company Secretary & Compliance Officer of the Company effective from July 31, 2023 and Mr. Pradosh Ranjan Jena was appointed as Company Secretary & Compliance Officer of the Company with effect from August 01, 2023 by way of resolution of the Board at their meeting held on 01st August 2023.

In accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following were the Key Managerial Personnel of the Company as on March 31, 2024: Mr. G. Ganesh Kumar, Managing Director of the Company.

Mr. Y Srinivas Rao, Chief Financial Officer

Mr. Pradosh Ranjan Jena, Company Secretary and Compliance Officer (w.e.f .01-08-2023) d) Declaration from Independent Directors

Mr. Venkataraju Gupta Kollepalli, Mr Sai Sudhakar Panchakarla and Mrs P Vijaya Lakshmi are Independent Directors of the Company. In terms of Section 149 and 152 of the Companies Act, 2013 these Independent Director of the Company shall not retire by rotation. The independent directors have submitted the declaration of independence stating that they meet the criteria of independence as prescribed in sub-section (6) of Section 149 of the Companies Act, 2013 as well as under Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. e) Independent Directors familiarisation programme:

As per the requirements under the (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company undertook Directors Familiarisation Programme for Independent Directors in order to familiarise them with business model, management structure, product portfolio, industry overview, manufacturing operations, internal control system and operations, FOREX management, risk management framework, functioning of various divisions, HR Management etc. f) Performance Evaluation of Board, Committees and Directors:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing obligation and Disclosure Requirements), Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance and of the Independent Directors on parameters such as level of engagement, contribution, independent judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process as well as the evaluation of the working of its committee, information needs of the Board, execution and performance of specific duties, obligation and governance. g) Policy on appointment and remuneration of Directors:

The Board has on the recommendation of Nomination & Remuneration Committee formulated criteria for determining Qualifications, Positive Attributes and Independency of a Director as also a policy for remuneration of Directors, Key Managerial Personnel and Senior Management. The details of criteria laid down and the Remuneration policy are given in the Corporate Governance Report. h) Statutory Auditors:

The Companys Statutory Auditors, M/s. P. S. N Ravishanker, Chartered Accountants (Firm Registration No. 003228S) were appointed as the Statutory Auditors of the Company for a period of 5 years at the 24th Annual general Meeting of the Company, up to the conclusion of this 29hAnnual General Meeting of the Company. i) Secretarial Auditors & Secretarial Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has re-appointed Mrs. D. Renuka, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure 1" and forms part of this report. There is no qualification, reservation or adverse remark in the report. j) Cost Auditors:

As per the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the cost audit records maintained by the company in respect of its bulk drugs and APIs activity are required to be audited by cost auditors. The Board has on the recommendation of the Audit Committee recommended Mr. Sativada Venkat Rao., Practicing Cost Accountant, Hyderabad as Cost Auditors of the Company to conduct the cost audit for the financial year 2024-25, at a remuneration of Rs. 45,000/-p.a (Rupees Forty Five Thousand only) excluding taxes as may be applicable, in addition to reimbursement of all out-of-pocket expenses subject to ratification by members. Accordingly, a resolution seeking Members ratification for the remuneration payable Mr. Sativada Venkat

Rao, Cost Auditor is included at Item No.4 of the Notice convening the 26th Annual General Meeting. k) Internal Auditor:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Board has recommended the appointment of M/s. K SRINIVAS & Associates, Chartered Accountants as Internal Auditors of the Company for the financial year 2024-25. l) Auditors Qualifications/ reservations/ adverse remarks/ Frauds reported:

The qualifications made by the Statutory Auditors in the Independent Auditors Report for the financial year ended March 31, 2024 read with explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134 (3) of the Companies Act, 2013, other than those mentioned below: i. During the year under report, certain sales are made by the company on or before 31st March, 2024 for which control over goods has not been passed on to the respective customers though dispatches were made on or before the aforesaid date and the same is not in accordance with Ind-AS 115 on Income Recognition. The impact on this account on Net Profit after tax for the year ended 31-03-2024 and the reserves & surplus under Balance Sheet have been overstated by Rs.67.57 lakhs and the net turnover foe the year ended 31-03-2024 has been overstated by Rs.170.96 lakhs Directors Comment: During the year under review, the sales made at the year-end were subsequently shipped and control over goods has been transferred to the respective customers. Management is of the opinion that, as the control has been transferred and sale is completed. Accordingly, the revenue and profitability are certain of realisation and do not have any impact of revenue and profit of the Company. m) Internal Control System, Compliance Framework:

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The Company has also put in place the policies and procedures relating to "Internal Financial Controls" for ensuring the orderly and efficient conduct of its business, including adherence to the companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial statements, as per the explanation to Section 134(5) (e) of the Act.

The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Audit Committee in consultation with the Internal Auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit Committee, process owners undertake necessary actions in their respective areas. The Internal Auditors have expressed that the internal control system in the Company is robust and effective.

The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively. n) Transfer to Reserves:

Your Company proposes to transfer Rs.30 Lakhs to the General Reserve out of the amount available for appropriations. o) Material Changes:

There are no Material changes in the current year

Directors Responsibility Statement:

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, the Board of Directors of the Company hereby state that: i. In the preparation of the annual accounts for the year ended 31st March, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, had been followed and there are no material departures from the same; ii. The Directors had selected such accounting policies and applied them consistently and made judgments 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, 2024 and profit of the company for that period; iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. The Directors had prepared the annual accounts on a "Going Concern" basis. v. 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 vi. 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.

Related Party Transactions:

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. 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 and the Form AOC-2 is attached (Annexure-II).

Subsidiary and associate Companies:

The Company does not have any subsidiary and/or associate companies.

Public Deposits:

During the year under review, the Company has neither accepted nor renewed any deposit within the meaning of Section 73 and 76of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

Insurance:

Your Company has taken wherever possible to mitigate risks, appropriate insurances and the Board is kept apprised of the risk assessment and minimization procedures. The assets of the Company have been adequately covered under insurance. The policy values have been enhanced taking into consideration the expanded and upgraded facilities of the Company.

Listing of Securities:

The Equity Shares of the Company are listed with BSE Limited. The Company has paid the Annual listing fees to the BSE Limited for the financial year 2024-2025.

Share Capital:

The Company has only one class of shares viz., Equity shares of face value of Rs.10/- each. The total issued and subscribed capital of the Company is Rs.10.25 Crores. The paid-up capital of the Company is Rs.10.24 Crores. The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

Forfeiture of shares:

The company has issued notices to the shareholders for payment of calls in arrears on various dates, after the issue of said notices the company is left with unpaid capital of Rs 46,600/- unpaid on 9,320 equity shares @ Rs 5/- share. The company after taking approvals from the stock exchange, the said share capital will be written off accordingly in books.

Report on Corporate Governance:

A detailed report on Corporate Governance prepared in substantial compliance with the provisions of SEBI (LODR) Regulations, 2015 with the Stock Exchange together with Certificate given by the practising company secretary regarding the compliance of conditions of corporate governance, form a part of Annual Report.

Audit Committee and its Composition:

The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect to auditing and accounting matters. It also supervises the Companys internal control and financial reporting process.

As on 31st March, 2024, the Audit Committee comprised of, Mr. Venkataraju Gupta Kollepalli, Mr. Sai Sudhakara Panchakarla Independent Directors and Mr. G Ganesh Kumar, Managing Director of the Company as member.

Mr. Venkataraju Gupta Kollepalli is the Chairman of Audit Committee of the Company. The Compliance Officer of the Company acts as the Secretary of the Audit Committee.

Committees of the Board:

There are currently five Committees of the Board, which are as follows:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

5. Share Transfer Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", as part of this Annual Report.

Research & Development:

The Company has incurred an expenditure of Rs.98.00 Lakhs on research and development during the year.

Risk Management:

Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. Major risks identified for the Company by the management are Manufacturing & Supply, Regulatory, Information Technology, Currency fluctuation, Compliance, Litigation, etc. The management is however, of the view that none of the above risks may threaten the existence of the Company as robust Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these risks materialise.

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

Whistle Blower Mechanism:

The Company has set up Whistle Blower/Vigil Mechanism viz. Whistle Blower Policy to enable the employees and Directors to report genuine concerns and irregularities, if any in the Company, noticed by them. The same is reviewed by the Audit Committee from time to time. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company. We affirm that during the financial year 2023-24, no employee or director was denied access to the Audit Committee.

Loans, Guarantees or Investments:

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Corporate Social Responsibility (CSR):

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with CSR Rules, the Company has constituted CSR Committee and formulated CSR Policy. During the year, the Company undertook several initiatives under the CSR program. The details of CSR policy and CSR activities undertaken during the year are annexed herewith as "Annexure III".

Details of Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the Going Concern status and Companys operations in future:

There was no order passed by any regulator or court or tribunal, which impacts, the going concern status of the Company or will have bearing on Companys operations in future.

Information under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has formulated and implemented a policy for Prevention of Sexual Harassment of Women at workplace. During the year under review, the Company has not received any complaints under the policy The Company has constituted an Internal Compliant Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, no complaint was made before the Committee.

Legal Compliance Reporting:

The Board of Directors reviews in detail, on a quarterly basis, the reports of compliance to all applicable laws and regulations. Any non-compliance is seriously taken up by the Board, with fixation of accountability and reporting of steps taken for rectification of non-compliance. In the opinion of the Board, there has been no identification of elements of risk that may threaten the existence of the company. The Company complied with all the applicable Secretarial Standards issued by the Institute of the Companies Secretaries of India.

Detail of application made or proceeding pending under Insolvency and Bankruptcy code 2016:

During the year under review, there are no application made or proceeding pending under Insolvency and Bankruptcy code, 2016.

Detail of difference between Valuation amount on one time settlement and valuation while availing loan from Banks and Financial Institutions.

During the year under review, Company doesnt avail any loan and there has been no one time settlement of Loans.

Annual Return:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 (as amended), a copy of the Annual Return of the Company shall be placed on the Website of the Company at www. tycheindustries.net.

Managerial Remuneration and Particulars of Employees:

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014 are attached as "Annexure IV". In terms of Section 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of limits set out in said rules forms part of the annual report.

Considering the first proviso to section 136(1) of the Companies Act, 2013, the annual report, excluding the aforesaid information, is being sent to the shareholders of the company and other entitled thereto. The said information is available for inspection at the registered office of the Company during business hours on working days up to the date of the forthcoming 26th Annual General Meeting. Any shareholders interested in obtaining a copy thereof may write to the Company Secretary in this regard.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo: Information regarding Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is enclosed as an "Annexure –V" and forms part of the Report.

Human Resource:

Your Company firmly believes that employees are the most valuable assets and key players of business success and sustained growth. Various employee benefits, recreational and team building programs are conducted to enhance employee skills, motivation as also to foster team spirit. Company also conducts in-house training programs to develop leadership as well as technical/functional capabilities in order to meet future talent requirements.

Industrial Relations:

Industrial relation has been cordial and your directors appreciate the sincere and efficient services rendered by the employees at all levels towards the successful working of the Company.

Awards:

Your Company has been awarded as "Asias 200 Best under A Billion 2020" by Forbes in the year 2020-21.

Acknowledgement:

Your directors wish to take this opportunity to thank the employees for their dedicated service and contribution to the Company. We also thank Bank of India, Government Agencies, Business Associates, Shareholders and Investors at large for their continued support towards conduct of efficient operations of the Company.

ANNEXURES TO DIRECTORS REPORT

Annexure –I FORM MR-3

Secretarial Audit Report for the financial year ended 31st March, 2024 [Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To The Members, M/s. Tyche Industries Limited Hyderabad I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. Tyche Industries Limited (hereinafter called "the Company") Secretarial Audit was conducted in a manner that provided to me on a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2024 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31stMarch 2024 according to the provisions of: a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; Complied with yearly and event-based disclosures; b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,2009; (Not Applicable to the Company during the Audit Period) d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; (Not Applicable to the Company during the Audit Period); e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not Applicable to the Company during the Audit Period); f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents Regulations, 1993 regarding the Companies Act and dealing with client; g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not Applicable to the Company during the Audit Period) h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not Applicable to the Company during the Audit Period) i) The Securities and Exchange Board of India (Depositories Participate) Regulations 2018-Complied with event-based disclosures and j) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

I further report that, having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, on test-check basis, the Company has complied with the following laws applicable specifically to the Company:

• Drugs and Cosmetics Act, 1940.

• Food and Drug Administration licensing terms and conditions etc.

• The Air (Prevention & Control of Pollution) Act, 1981;

• The Environment (Protection) Act, 1986;

I have also examined compliance with the applicable clauses of the following:

I) Secretarial Standards issued by The Institute of Company Secretaries of India have been followed with respect to Board meetings; II) The Listing Agreements entered into by the Company with the BSE Limited, Mumbai.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above and there are no non compliances that have come to my knowledge.

I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings. Agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

The minutes of the Board meetings have not identified any dissent by members of the Board; hence I have no reason to believe that the decisions by the Board were not approved by all the directors present.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

The compliance by the Company of applicable financial laws like Direct and Indirect tax laws has not been reviewed thoroughly in this audit since the same have been subject to review by statutory financial audit and other designated professionals.

It is to be noted that for the Audit period, the following Acts are not applicable. a) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (Not Applicable to the Company during the Audit Period) b) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; (Not Applicable to the Company during the Audit Period) c) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (Not Applicable to the Company during the Audit Period) d) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not Applicable to the Company during the Audit Period) I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

The compliance by the Company of applicable financial laws like Direct and Indirect tax laws has not been reviewed thoroughly in this audit since the same have been subject to review by statutory financial audit and other designated professionals.

Annexure A

To

The Members

Tyche Industries Limited Hyderabad

My Report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. My responsibility is to express an opinion on these secretarial records based on our audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and books of accounts of the company.

4. Where ever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED

TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013 Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014) Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto.

1 Details of contracts or arrangements or transactions not at arms length basis
(a) Name(s) of the related party and nature of relationship
(b) Nature of contracts/arrangements/transactions
(c) Duration of the contracts/arrangements/transactions
(d) Salient terms of the contracts or arrangements or transactions including the value, if any
(e) Justification for entering into such contracts or arrangements or transactions
(f) Date(s) of approval by the Board
(g) Amount paid as advances, if any	NOT APPLICABLE
(h) Date of which the special resolution was passed in general meeting as required under first proviso to section 188
2 Details of material contracts or arrangement or transactions at arms length basis
(a) Name(s) of the related party and nature of relationship
(b) Nature of contracts/arrangements/transactions
(c) Duration of the contracts / arrangements/transactions
(d) Salient terms of the contracts or arrangements or transactions including the value, if any
(e) Date(s) of approval by the Board, if any
(f) Amount paid as advances, if any

Annexure III

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

1. Brief outline on CSR Policy of the Company:

The Company has set high ethical standards for all its dealings and believes in inspiring trust and confidence. We strongly believe that, we exist not only for doing good business, but equally for the betterment of the Society. The Company has implemented its CSR policy/ charter to focus on the following areas inter-alia: • Happy Childhood; • Health; • Education; • Environmental Sustainability; and • Promoting Sports, Art and Culture etc.

2. Composition of CSR Committee:

Sr. No. Name of Director	Designation / Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
1 Mr. Venkataraju Gupta Kollepalli	Chairperson- Non-Executive Independent Director	3	1
2 Mr Sai Sudhakar Panchakarla	Member Non-Executive Independent Director	3	3
3 Mr G Ganesh Kumar	Member-Executive Director	3	3

3. The web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the Company: The web links are as under:www.tycheindustries.net

4. Details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report): Not Applicable.

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any:

S. No. Financial Year	Amount available for set-off from preceding for the financial year, if( any)	Amount required to be setoff for the financial years, if any(in )
1 2022-23	0	0

6. Average net profit of the Company as per Section 135(5): 1983.02lakh.

7. (a) Two percent of average net profit of the Company as per section 135(5): 39.66 lakh. (b) Surplus arising out of CSR projects or programmes or activities of the previous financial years: Nil.

(c) Amount required to be set off for the financial year, if any: Nil. (d) Total CSR obligation for the financial year (7a+7b-7c): 39.66 lakh.

8. (a) CSR amount spent or unspent for the financial year:

			Amount Unspent (in lakh)
Total Amount Spent for the Financial Year (in lakh)	Total Amount transferred to Unspent CSR Account as per Section 135(6)		Amount transferred to any fund specified under Schedule VII as per second proviso to Section 135(5)
	Amount	Date of transfer	Name of the Fund	Amount	Date of transfer
40.40 lakhs	NA	NA	NA	0.00	NA

(*) Will be complied in accordance with the Companies Act, 2013 read with the CSR Amendment Rules.

(b) Details of CSR amount spent against ongoing projects for the financial year:

S. No. Name of the Project	Item from the list of activities in Schedule VII to the Act	Local area (Yes/ No)	Location of the project		Project duration	Amount allocated for the project (Rs. in lakh)	Amount spent in the current financial Year ( in lakh)	Amount transferred to Unspent CSR Account for the project as per Section 135 (6) ( in lakh)	Mode of Implementation - Direct (Yes/No)	Mode of Implementation - Through Implementing Agency
			State	Dis- trict						Name	CSR Registration number
					NIL

(c) Details of CSR amount spent against other than ongoing projects for the financial year:

S. No. Name of the Project	Item from the list of activities in Schedule VII to the Act	Local area (Yes/ No)	Location of the project		Amount spent in the current financial Year ( in lakh)	Mode of Implementation - Direct (Yes/No)	Mode of Implementation - Through Implementing Agency
			State	District			Name	CSR Registration number
1 MPDO	x(Rural Develop ment Projects)	Yes	AP East Godavari		25.00	Yes	NA
2 Poor Feeding Fund	i(Eradi cating Hunger)	Yes	Puducherry Yanam		15.00	Yes	Yanam Old Age HomeCSR00009815
3 Chandra Sekhre ndra Sangee ta Edu cational Society	ii(Promo ting Educa tion	Yes	Hyderabad Telangana		0.40	Yes	CSR00053688

(d) Amount spent in Administrative Overheads: Nil.

(e) Amount spent on Impact Assessment, if applicable: Not Applicable. (f) Total amount spent for the Financial Year (8b+8c+8d+8e): 40.40 lakh. (g) Excess amount for set off, if any: Nil

Sr.No. Particular	Amount (Rs in lakh)
(i) Two percent of average net profit of the company as per section 135(5)	39.66
(ii) Total amount spent for the Financial Year	40.40
(iii) Excess amount spent for the financial year [(ii)-(i)]	0.74
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any	Nil
(v) Amount available for set off in succeeding financial years [(iii)-(iv)]	0.74

9. (a) Details of Unspent CSR amount for the preceding three financial years

Sr. No. Preceding Financial Year	Amount transferred to Unspent CSR Account under section 135(6) (Rs in lakh)	Amount spent in the reporting Financial Year (Rs in lakh)	Amount transferred to any fund specified under Schedule VII as per section 135(6), if any			Amount remaining to be spent in succeeding financial years (Rs in lakh)
			Name of the Fund	Amount (Rs)	Date of transfer
			NIL

9. (b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):

Sr. No. Project ID	Name of the Project	Financial Year in which the project was commenced	Project duration	Total amount allocated for the project (Rs in lakh)	Amount spent on the project in the reporting Financial Year (Rs in lakh)	Cumulative amount spent at the end of reporting Financial Year (Rs in lakh)	Status of the project - Com- pleted/ Ongoing Not Appli- cable
			Not Applicable

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year: Not Applicable 11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5): Your Company during FY 2023-24 has already spent an amount of 40.40 Lakhs towards CSR. Your Company believe in ‘Giving back to Society and is fully committed towards fulfilling its CSR obligation.

Annexure-IV

Information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

1. The ratio of remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Sl No Names	Designation	Ratio of remuneration to median remuneration
1 G Ganesh Kumar	Managing Director	30.72:1
2 Mr. G Sandeep	Executive Director	30.72:1
3 Mr. Boosa Eshwar	Independent Director	0.37:1
4 Mrs. P. Vijaya Lakshmi	Independent Director	0.74:1
5 Mr. Sai Sudhakar Panchakarla	Independent Director	0.74:1
6 Mr. Venkata Raju Gupta Kollepalli	Non-Executive Director	0.74:1
7 Mr. Gelli Srinivas	Non-Executive Director	0.61:1

2. The percentage increase in remuneration of each Director, Chief Financial Officer; Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

Sl.No Names	Designation	Increase in Percentage %
1 Mr. G Ganesh Kumar	Managing Director	-26.11%
2 Mr. G Sandeep	Executive Director	-26.11%
3 Mr. Boosa Eshwar	Independent Director	0
4 Mrs. P Vijaya Lakshmi	Independent Director	0
5 Mr Sai Sudhakar Panchakarla	Independent Director	0
6 Mr Venkata Raju Gupta Kollepalli	Non-Executive Director	0
7 Mr Y Srinivas Rao	Chief Financial Officer	18.60%
8 Mr Pradosh Ranjan Jena	Company Secretary	NA

Notes:

1. The percentage increase in the median remuneration of employees in the financial year was-1.82

2. The number of permanent employees on the rolls of the Company as on March 31, 2024 are 164

3. Average increment of other than the managerial personnel 10%

4. Affirmation that the remuneration is as per the remuneration policy of the Company: The remuneration for MD/KMP/rest of the employees is as per the remuneration policy of the Company.

B. Information as per Rule 5(2) of Chapter XIII, the Companies (Appointment & Remuneration of Managerial Personnel)Rules, 2014 i. Details of employee Employed throughout the financial year was in receipt of remuneration for that year which in the aggregate, was not less than One Crore and Two lakh rupees:

Sl. No. Name of the Employee	Designation	Remuneration Received (CTC in lakhs) FY 2023-24	Nature Contract/ Permanent	Qualification & Experience in years	Date of commencement of employment	Age of the employee	Last Employment held before joining	No. of Equity shares held	Whether relative of Director
1 G Ganesh Kumar	MD	83.50	Permanent	PG in MBA	14-11-1998	53 years	Nil	5.54 Lakhs	Yes
2 G Sandeep	ED	83.50	Permanent	B. Tech	01-05-2009	41 years	Nil	16.97 Lakhs	Yes

ii. Details of employee Employed of the part of the financial year was in receipt of remuneration for any part of that year at a rate which, in the aggregate, was not less than Eight Lakhs and Fifty Thousand rupees per month: NIL

Sl. No. Name of the Employee	Designation	Remuneration Received (CTC in lakhs) FY 2023-24	Nature Contract/ Permanent	Qualification & Experience in years	Date of commencement of employment	Age of the employee	Last Employment held before joining	No. of Equity shares held	Whether relative of Director
				NIL

Annexure-V

Statement of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo Pursuant to Provisions of Section 134(3)(m)of the Companies Act, 2013 read with the rule 8 of the Companies (Accounts) Rules, 2014 Information pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, for the year ended 31stMarch, 2024.

A. Conservation of Energy: (i) Steps and impact:

• Improved natural illumination to reduce power consumption.

• Arrest leakage in terms of steam, water and compressed air.

• External chemical cleaning of chilled and hot water coils for better heat transfer and avoid losses.

• The PVC fills of cooling towers have been replaced to improve efficiency.

• During the winter season the ambient condition is used to minimise the running hours of the chillers.

• Replacement of old energy efficient AHUs

(ii) Steps taken by the Company for utilising alternate Sources of energy: Husk is used for boiler by the Company for utilising alternate Sources of energy. (iii) Capital investment on energy conservation equipment: Rs. Nil

Particulars	Unit	2023-24	2022-23
A. Power & Fuel Consumption:
Electricity (purchased)
- No. of Units (Nos/ Lacs)	KWH	29.49	30.07
- Total Amount (Lacs)	Rs.	287.82	265.11
- Average Rate per Units	Rs.	9.76	8.82
Diesel
- Quantity (Nos/ Lacs)	Ltr	0.17	0.13
- Total Amount (Lacs)	Rs.	17.22	12.99
- Average Rate per Unit/ Ltr	Rs.	99.84	102.24
Husk
- Quantity	MT	1615.59	2004.68
- Total Amount (Lacs)	Rs.	100.97	117.45
- Average Rate per Unit/MTs	Rs.	6249.59	5858.87
B. Consumption per Unit of Production:
- Electricity	KWH	As the Company uses the same
- Diesel	Ltr	manufacturing facilities for various
- Husk	MT	products, it is not practicable to
		give consumption per unit.

B. Technology Absorption: Form - B

Disclosure of Particulars with respect to Technology Absorption Research & Development (R & D)

1. Specific areas in which R & D carried out by the Company:

Tyche Industries Limited recognises that it operates in competitive business environment. Thus, Tyche has placed its focus on quality and innovative products in the entire pharmaceutical value chain – APIs and Intermediates, which are produced at lower costs to face the challenges in the intense competition.

Our business culture of producing quality, innovative safe pharmaceutical solutions will continue to be our foundation for growth. Dedicated investment in research and development, and developing innovative approaches will be the key to our sustainable growth in the business. We will move forward with a focus to shape and assure our future by practising the art of reengineering and invention and producing the breakthrough pharmaceutical solutions through investment in research and development.

The company has a full-fledged R&D Centre. It has 1 PhDs and 4 B.S.C, 6 M.S.C. Chemists engaged on the scientific work done at the Centre. The company has developed innovative processes for its new APIs. The company is planning to introduce new APIs products after carrying extensive research and development in the therapeutic category to treat diseases namely hyperparathyroid, convulsant, asthma etc in the coming years.

2. Benefits derived as a result of the research and development:

Some of the products developed in R & D are being produced in commercial quantities. Modification of existing manufacturing processes and reduction in the time cycle for some of the products has led to reduction in cost of production and consequential benefits which were passed on to the consumers by way of reduction in prices.

3. Expenditure on R & D: (Amount Rupees in Lakhs)

Particulars	2023-24	2022-23
Capital Expenditure	0.00	0.00
Recurring Expenditure	98.00	90.90
Total	98.00	90.90
Total R&D Expenditure as a % of Total Turnover	1.30%	1.20%

4. Future plan of action:

Several new products have been identified after a thorough study of the market and the processes to manufacture these products will be developed in the R&D Lab.

Technology absorption, adaptation and innovation

The Company has not sourced any technology from outside.

Form C:

Foreign Exchange Earnings and Outgo:

Particulars	2023-24	2022-23
i) Foreign Exchange Earnings:
- FOB value of exports(Net of Freight & Insurance)	4486.89	4365.95
ii) Foreign Exchange Outgo (CIF):
-Raw materials	755.02	1498.72
-Capital Goods	0.00	0.00
-For expenses	139.43	115.19