Sharda Cropchem Ltd Directors Report

To,

The Members of

M/s. SHARDA CROPCHEM LIMITED

The Board of Directors are pleased to submit the report of the business and operations of your Company ("the Company" or

"Sharda Cropchem Limited"), along with the audited financial statements, for the financial year ended 31 March, 2024. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL PERFORMANCE:

(Rs. in Lakhs)

	Standalone		Consolidated
Particulars	2023-24	2022-23	2023-24	2022-23
Revenue from operations	2,60,266.68	3,31,273.30	3,16,302.45	4,04,515.66
Other income	27,078.59	17,356.76	5,976.22	4,028.05
Total Income	2,87,345.27	3,48,630.06	3,22,278.67	4,08,543.71
Expenses excluding interest, depreciation and amortisation expenses	2,42,962.97	2,82,306.51	2,88,016.44	3,40,206.49
Earnings before interest, tax, depreciation and amortisation (EBITDA)*	44,382.30	66,323.55	34,262.23	68,337.22
Depreciation and amortisation expenses	26,707.83	24,806.46	26,713.18	24,811.74
Profit before tax (PBT)	17,504.89	41,130.18	7,187.16	43,074.48
Tax Expense	3,828.60	8,655.93	3,996.54	8,876.21
Net Profit for the year	13,676.29	32,474.25	3,190.62	34,198.27
Other Comprehensive Income	(11.26)	4.06	54.99	3,302.31
Total Comprehensive Income	13,665.03	32,478.31	3,245.61	37,500.58
* Adjusted EBITDA	21,026.49	55,347.92	31,810.99	71,264.22

STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS

The standalone and consolidated financial statements of your Company have been prepared in accordance with the

Indian Accounting Standards (‘Ind AS) as notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended. The financial highlights and the results of the operations, including major developments have been further discussed in detail in the Management Discussion and Analysis Report. decrease in product

Annual Report Further, a statement containing the salient features of the financial statements of our subsidiaries pursuant to subsection 3 of Section 129 of the Companies Act, 2013 in the 2023-24 prescribed form AOC-1 is appended as Annexure 1 to the

Boards report. The statement also provides the details of performance and the financial positions of each of the subsidiaries.

OPERATIONAL PERFORMANCE & FUTURE OUTLOOK:

The Companys consolidated revenue from operations decreased by 21.81% on YoY basis from Rs. 4,04,515.66 Lakhs to Rs. 3,16,302.45 Lakhs in 2023-24. This was due to lower price realisation across all regions. The Company has 2,918 product registrations as on 31 March, 2024.

In 2023-24, EBITDA margins were significantly reduced by 55%. PAT decreased by 91% from last year mainly due to lower gross margin essentially due to substantial reduction pricein sales prices and significant realisation during the year.

The Company has gained a great deal from globalisation, including new customers and diverse geocentric revenue streams. Over the years, we have mastered flexibility and adopted innovative ways to grow our business overseas. The Company shall continue to focus on investment in product registrations in developed countries and high growth agricultural driven economies. Your Company strongly believes that the future of agrochemicals business lies in obtaining early product registrations due to the high entry barrier for new entrants. The Company has also invested

Rs. 420 Cr on product registrations during the financial year 2023-24.

CHANGE IN NATURE OF BUSINESS:

There is no change in the business activity of the Company.

The Company continue to focus on agrochemicals & non-agrichemical business.

MATERIAL CHANGES OR COMMITMENTS:

There are no material changes or commitments that took place after the closure of 2023-24 till date which will have of theany material or significant

Company.

TRANSFER TO RESERVE:

The Company does not propose to transfer amounts to the general reserves.

DIVIDEND:

The Directors have recommended a dividend of Rs. 3.00 per share on the paid-up equity shares of the Company for the Financial Year ended 31 March, 2024 which, if approved at the ensuing Annual General Meeting of the Company, will be paid to all those equity shareholders of the Company whose names appear in the register of members as on the record date.

The dividend on equity shares, if approved by the members, would involve a cash outflow of Rs. 2,706.61 Lakhs, subject to TDS as applicable.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority

(Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF

Rules"), dividend, if not claimed for a period of seven years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to IEPF.

Further, all the shares in respect of which dividend has remained unclaimed for seven consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority. The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares.

The Company sends periodical reminders to the shareholders to claim their dividends in order to avoid transfer of dividends/shares to IEPF Authority. Notices in this regard are also published in the newspapers and the details of unclaimed dividends and shareholders whose shares are liable to be transferred to the IEPF Authority, are uploaded on the Companys website http://www.shardacropchem.com/ unclaimed-unpaid-dividend.html

In light of the aforesaid provisions, the Company has transferred the unclaimed dividends outstanding from last seven consecutive years to IEP Account. Further, shares of the Company in respect of which dividend has not been claimed for seven consecutive years or more from the date of transfer to unpaid dividend account, have also been transferred to the demat account of IEPF Authority.

The details of unclaimed dividends and shares transferred to

IEPF during 2023-24 are as follows:

Financial year	Amount of unclaimed dividend transferred (Amt in Rs.)	Number of shares transferred
2015-16	1,13,391	6
2016-17	46,174	24
Total	1,59,565	30

DIVIDEND DISTRIBUTIION POLICY:

The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 ("LODR") is available on the website of the Company viz.: http://www.shardacropchem.com/policy. html

PRESERVATION OF DOCUMENTS & ARCHIVAL POLICY:

The Company has adopted a Preservation of Documents and Archival Policy for preservation of documents as defined under Regulation 9 of the SEBI Regulations. The said policy is available on the website of the Company viz. http:// shardacropchem.com/policy.html.

SHARE CAPITAL:

The paid-up equity share capital of the Company as on 31 March, 2024 was Rs. 9,022.05 Lakhs. During the year under review, the Company has not issued any shares. The

Company has not issued shares with differential voting rights. It has neither issued employee stock options nor buy-back nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company. During the year, none of the promoters acquired / sold any shares of the Company.

DEPOSITS:

The Company has not accepted / invited deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

SUBSIDIARY COMPANIES:

SUBSIDIARY COMPANIES - DIRECT

Axis Crop Science Private Limited

Axis Crop Science Private Limited is engaged in marketing and distribution of agrochemicals in India. For the year ended 31 March, 2024, the Companys total income is Rs. 882.44 Lakhs (Previous year: Rs. 1,096.38 Lakhs) and Profit for the year is Rs. 53.17 Lakhs (Previous year: Rs. 124.62 Lakhs).

Nihon Agro Service Kabushiki Kaisha

Nihon Agro Service Kabushiki Kaisha is engaged in the business of dealing in agrochemical products in Japan. For the year ended 31 March, 2024, there were no operations in the Company. However, the Loss for the year is Rs. 0.40 Lakhs (Previous Year: Rs. 0.42 Lakhs).

Sharda Agrochem Dooel Skopje, Macedonia

Sharda Agrochem Dooel Skopje is engaged in the business of dealing in agrochemical products in Mecedonia. For the year ended 31 December, 2023, the Companys total income is Nil (Previous Year: Nil) and Profit for the year is Nil (Previous Year: Loss of Rs. 0.05 Lakhs).

Sharda Balkan Agrochemicals Limited, Greece

Sharda Balkan Agrochemicals Limited is engaged in the business of dealing in agrochemical products in Greece.

For the year ended 31 December, 2023, the Companys total income is Rs. 1.11 Lakhs (Previous Year: Rs. 1.28 Lakhs) and Loss for the year is Nil (Previous Year: Nil).

Sharda Costa Rica SA, Costa Rica

Sharda Costa Rica SA is engaged in the business of dealing in agrochemical products in Costa Rica. During the year, there were no operations in the Company.

Sharda Cropchem Espana, S.L., Spain

Sharda Cropchem Espana, S.L. is engaged in the business of distribution of agrochemical products in Spain and abroad.

For the year ended 31 March, 2024, the Companys total income is Rs. 27,397.95 Lakhs (Previous year: Rs. 28,593.17 Lakhs) and Profit for the year isRs. 387.19 Lakhs (Previous year: Rs. 879.32 Lakhs).

Sharda Cropchem Israel Limited, Israel

Sharda Cropchem Israel Limited is engaged in the business of dealing in agrochemical products in Israel. During the year, there were no operations in the Company.

Sharda Cropchem Tunisia SARL, Tunisia

Sharda Cropchem Tunisia SARL is engaged in the business of dealing in agrochemical products in Tunisia. For the year ended 31 December, 2023, the Companys total income is Rs. 3.73 Lakhs (Previous Year: Rs. 2.30 Lakhs) and Profit for year is Rs. 2.55 Lakhs (Previous Year: Loss of Rs. 3.32 Lakhs).

Sharda De Guatemala, S.A., Guatemala

Sharda De Guatemala, S.A. is engaged in the business of dealing in agrochemical products in Guatemala. During the year, there were no operations in the Company.

Sharda Del Ecuador CIA. Ltda., Ecuador

Sharda Del Ecuador CIA. Ltda. is engaged in the business of dealing in agrochemical products in Ecuador. For the year ended 31 December, 2023, Companys total income is Rs. 74.30 Lakhs (Previous Year: Rs. 39.06 Lakhs) and there is no profit in the Company.

Sharda Do Brasil Comercio De Produtos Quimicos E Agroquimicos Ltda, Brazil

Sharda Do Brasil Comercio De Produtos Quimicos E Agroquimicos Ltda is engaged in the business of dealing in agrochemical products in Brazil. During the year, there were no operations in the Company.

Sharda Dominicana S.R.L., Dominican Republic

Sharda Dominicana S.R.L is engaged in the business of dealing in agrochemical products in Dominican Republic. During the year, there were no operations in the Company.

Sharda EL Salvador S. A. DE CV, EL Salvador

Sharda EL Salvador S.A. DE CV is engaged in the business of dealing in agrochemical products in EL Salvador. During the year, there were no operations in the Company.

Sharda Hungary Kft, Hungary

Sharda Hungary Kft is engaged in the business of dealing in agrochemical products in Hungary and abroad. For the year ended 31 March, 2024, the Companys total income is

Rs. 7,527.47 Lakhs (Previous year: Rs. 13,576.91 Lakhs) and Loss for the year is Rs. 438.90 Lakhs (Previous year: Rs. 86.81

Lakhs).

Sharda International DMCC, U.A.E.

Sharda International DMCC is engaged in trading in agrochemicals, conveyor belts and chemicals in UAE and abroad. For the year ended 31 March, 2024, the Companys total income is Rs. 52,408.91 Lakhs (Previous year: Rs. 69,971.46 Lakhs) and Profit for the year isRs. 11,817.59 Lakhs (Previous year: Rs. 16,819.95 Lakhs).

Sharda Italia SRL, Italy

Sharda Italia SRL is engaged in the business of dealing in agrochemical products in Italy. For the year ended 31 March, 2024, the Companys total income is Rs. 10,931.89 Lakhs (Previous Year: Rs. 11,695.80 Lakhs) and Profit for the year is Rs. 203.11 Lakhs (Previous year: Rs. 172.55 Lakhs).

Sharda Peru SAC, Peru

Sharda Peru SAC is engaged in the business of dealing in agrochemical products in Peru. For the year ended 31 December, 2023, the Companys total income is Rs. 37.61 Lakhs (Previous Year: Rs. 36.06 Lakhs) and Profit for the year is Rs. 1.28 Lakhs (Previous year: Nil).

Sharda Poland SP. ZO.O, Poland

Sharda Poland SP. ZO.O. is engaged in the business of distribution of agrochemical products in Poland and abroad.

For the year ended 31 March, 2024, the Companys total income is Rs. 17,052.08 Lakhs (Previous year: Rs. 23,576.40 Lakhs) and Profit for the year isRs. 178.07 Lakhs (Previous year: Rs. 184.10 Lakhs).

Sharda Spain, S.L., Spain

Sharda Spain, S.L. is engaged in the business of dealing in agrochemical products in Spain. During the year, there were no operations in the Company.

Sharda Swiss SARL, Switzerland

Sharda Swiss SARL is engaged in the business of dealing in agrochemical products in Switzerland. For the year ended

31 December, 2023, the Companys total income is Rs. 3.22 Lakhs (Previous Year: Rs. 2.88 Lakhs) and Loss for the year is Rs. 0.13 Lakhs (Previous year: Rs. 0.07 Lakhs).

Sharda Taiwan Limited, Taiwan

Sharda Taiwan Limited is engaged in the business of dealing in agrochemical products in Taiwan. During the year, the

Companys total income is Rs. 0.01 Lakhs (Previous Year: Nil) and Profit for the year isRs. 0.01 Lakhs (Previous year: Nil).

Sharda Ukraine LLC, Ukraine

Sharda Ukraine LLC is engaged in the business of dealing in agrochemical products in Ukraine. For the year ended

31 December, 2023, the Companys total income is Rs. 9.42 Lakhs (Previous Year: Rs. 7.17 Lakhs) and Loss for the year is Rs. 0.19 Lakhs (Previous year: Profits ofRs. 0.21 Lakhs).

Sharda USA LLC, USA

Sharda USA LLC is engaged in the business of dealing in agrochemical products in USA. During the year, there were no operations in the Company.

Shardacan Limited, Canada

Shardacan Limited is engaged in the business of dealing in agrochemical products in Canada. During the year, there were no operations in the Company.

Shardaserb DO.O., Serbia

Shardaserb DO.O. is engaged in the business of dealing in agrochemical products in Serbia. For the year ended 31 December, 2023, the Companys total income is Rs. 16.43 Lakhs (Previous Year: Rs. 17.70 Lakhs) and Profit for the year is Rs. 0.22 Lakhs (Previous year: Nil).

Sharzam Limited, Zambia

Sharzam Limited is engaged in the business of dealing in agrochemical products in Zambia. During the year, there were no operations in the Company.

Sharda Private (Thailand) Limited, Thailand

Sharda Private (Thailand) Limited is engaged in the business of dealing in agrochemical products in Thailand. For the year ended 31 March, 2024, the Companys total income is Rs. 446.27 Lakhs (Previous Year: Rs. 681 Lakhs) and Loss for the year is Rs. 10.88 Lakhs (Previous year: Profit ofRs. 12.42 Lakhs).

Sharda Maroc SARL, Morocco

Sharda Maroc SARL is engaged in the business of dealing in agrochemical products in Morocco. For the year ended 31 December, 2023, the Companys total income is Rs. 1,663.71 Lakhs (Previous Year: Rs. 1,018.46 Lakhs) and Profit for the year is Rs. 10.07 Lakhs (Previous year: Rs. 17.97 Lakhs).

SUBSIDIARY COMPANIES – INDIRECT

Euroazijski Pesticide d.o.o., Croatia

Euroazjiski Pesticidi d.o.o. is engaged in the business of dealing in agrochemical products in Croatia. For the year ended 31 March, 2024, the Companys total income is Rs. 95.19 Lakhs (Previous Year: Rs. 129.35 Lakhs) and Loss for the year is Rs. 23.54 Lakhs (Previous year: Profit ofRs. 13.18 Lakhs).

Sharda Benelux BVBA, Belgium

Sharda Benelux BVBA is engaged in the business of dealing in agrochemical products in Belgium. For the year ended

31 December, 2023, the Companys total income is Rs. 1.11 Lakhs (Previous Year: Rs. 0.58 Lakhs) and Profit for the year is Rs. 0.06 Lakhs (Previous year: Loss of Rs. 0.07 Lakhs).

Sharda Bolivia SRL, Bolivia

Sharda Bolivia SRL is engaged in the business of dealing in agrochemical products in Bolivia. For the year ended 31 December, 2023, the Companys total income is Rs. 43.70 Lakhs (Previous Year: 21.05 Lakhs) andProfitfor the year is Rs. 5.78 Lakhs (Previous year Profit ofRs. 2.50 Lakhs).

Sharda Colombia S.A.S., Colombia

Sharda Colombia S.A.S. is engaged in the business of distribution of agrochemical products in Colombia and abroad. For the year ended 31 March, 2024, the Companys total income is Rs. 1,178.72 Lakhs (Previous year: Rs. 357.77 Lakhs) and Profit for the year isRs. 42.58 Lakhs (Previous year: Loss of Rs. 21.34 Lakhs).

Sharda De Mexico S. De Rl De CV, Mexico

Sharda De Mexico S. De Rl De CV is engaged in the business of distribution of agrochemical products in Mexico and abroad. For the year ended 31 March, 2024, the Companys total income is Rs. 9,820.93 Lakhs (Previous year: Rs. 9,114.14 Lakhs) and Profit for the year ofRs. 36.23 Lakhs (Previous year: Rs. 27.93 Lakhs).

Sharda Europe BVBA, Belgium

Sharda Europe BVBA is engaged in the business of dealing in agrochemical products in Belgium. For the year ended 31 March, 2024, theCompanystotalincomeis Related Party Transactions made by theRs. 3.07Lakhs (Previous Year: Rs. 2.64 Lakhs) and Loss for the year is Nil

(Previous year: Rs. 2.30 Lakhs).

Sharda International Africa (Pty) Limited, South Africa

Sharda International Africa (Pty) Limited is engaged in the business of dealing in agrochemical products in South

Africa. For the year ended 31 March, 2024, the Companys total income is Rs. 3,709.55 Lakhs (Previous year: Rs. 3,690.71 Lakhs) and Profit for the year isRs. 70.86 Lakhs (Previous year: Rs. 73.46 Lakhs).

Sharpar S.A., Paraguay

Sharpar S.A. is engaged in the business of dealing in agrochemical products in Paraguay. For the year ended

31 December, 2023, the Companys total income is Rs. 4.15 Lakhs (Previous Year: Rs. 7.63 Lakhs) and Loss for the year is Rs. 1.76 Lakhs (Previous year: Profit ofRs. 0.10 Lakhs).

Siddhivinayak International Limited, U.A.E.

Siddhivinayak International Limited is engaged in the business of trading and investments in U.A.E. and abroad.

For the year ended 31 March, 2024, the Companys total income is Nil (Previous Year: Rs. Nil) and Loss for the year is Rs. 0.03 Lakhs (Previous year: Rs. 0.56 Lakhs).

Sharda Agrochem Limited, United Kingdom

Sharda Agrochem Limited is engaged in the business of dealing in agrochemical products in United Kingdom. During the year, there were no operations in the Company.

Sharda Impex Trading LLC, U.A.E

Sharda Impex Trading LLC is engaged in the business of dealing in agrochemical products in UAE and abroad.

For the year ended 31 March, 2024, the Companys total income is Rs. 175.76 Lakhs (Previous Year:

Rs. 32.81 Lakhs) and Profit for the year isRs. 82.46 Lakhs

(Previous year: Loss for Rs. 48.78 Lakhs).

MATERIAL SUBSIDIARY

The Company does not have any Material Indian Subsidiary as per the parameters laid down by the Companies Act,

2013. The Policy on Material Subsidiary is uploaded on the

Companys website viz. http://www.shardacropchem.com/ policy.html. The Policy was last updated on 22 January, 2020.

RELATED PARTY TRANSACTIONS

All Related Party Transactions entered into during the

Financial Year were on an arms length basis and were in the ordinary course of business. There are no materially significant with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee. The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website viz. http://www.shardacropchem.com/policy.html.

The Policy was last updated on 22 January, 2022.

Since all the Related Party Transactions entered into by the Company are in the ordinary course of business and on arms length basis, Form AOC-2 is not applicable to the Company.

None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company.

DIRECTORS

As on 31 March, 2024, the Company has Eight (8) Directors consisting of Four (4) Independent Directors, Three (3) Executive Directors and One (1) Chairman & Managing

Director.

Appointment / Resignations from the Board of Directors

During the year, based on the recommendation of Nomination and Remuneration Committee, the Board of Directors & the Shareholders of the Company has re-appointed Mr Ramprakash V. Bubna (DIN: 00136568) as the Chairman and Managing Director, Mrs Sharda R. Bubna (DIN: 00136760), Mr Ashish R. Bubna (DIN: 00945147) & Mr Manish R. Bubna, as the Whole-Time Director(s) of the Company for a period of 5 (five) years with effect from 1 January, 2024 upto 31 December, 2028 upon the terms and conditions as set out in the Agreement. During the year, the members, through postal ballot, has re-appointed Ms Sonal Desai (DIN: 08095343) as an Independent Director for a second term of five years from 1 April, 2024 to 31 March, 2029. During the year, the Company has re-appointed Mr Ashish R. Bubna (DIN: 00945147) at Annual General Meeting dated 8 August, 2023 as he was retiring by rotation and being eligible, offered herself for re-appointment.

The Company has received declarations from the

Independent Directors confirming that they met with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and under Regulation 16(b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as

"SEBI Regulations").

Woman Director

The Companys Board is represented by two Woman Directors, Mrs Sharda R. Bubna and Ms Sonal Desai.

Directors Retiring by Rotation

In accordance with the provision of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mrs Sharda R. Bubna (DIN: 00136760), Whole-time Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers herself for re-appointment.

The information of Directors seeking appointment/reappointment as required pursuant to Regulation 36(3) of the SEBI Regulations is provided in the notice covering the Annual General Meeting of the Company.

None of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of Companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority.

Appointment/Resignation of the Key Managerial Personnel

During the year, Mr Ashok Vashisht resigned as Chief

Financial Officer (CFO) of the Company w.e.f. 7 June, 2023.

The Board, on the recommendation of the Nomination & Remuneration Committee, appointed Mr Shailesh Anant

Mehendale as Chief Financial Officer (CFO) of the Company w.e.f 6 December, 2023.

In terms of Section 2(51) and Section 203 of the Companies Act, the following are the KMPs of the Company as on 31 March, 2024:

Mr Ramprakash V. Bubna, Chairman & Managing Director

Mrs Sharda R. Bubna, Whole-time Director Mr Ashish R. Bubna, Whole-time Director Mr Manish R. Bubna, Whole-time Director Mr Shailesh Anant Mehendale, Chief Financial Officer Mr Jetkin Gudhka, Company Secretary & Compliance Officer

On the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on 10 May, 2024, subject to the approval of the members at the forthcoming Annual General Meeting of the Company, appointed Mr H. S. Upendra Kamath

(DIN:02648119), Mr Vinod Kumar Kathuria (DIN: 06662559) and Mr Shalin S. Divatia (DIN: 00749517) as an Additional Director (Non-Executive & Independent Director) of the Company to hold office

General Meeting of the Company. Requisite proposal seeking members approval for appointment as an Independent Director of the Company forms part of the Notice convening the Annual General Meeting of the Company.

Number of Meetings of the Board

Regular meetings of the Board are held to discuss and decide on various business policies, strategies and other businesses.

The Board met Five times during the 2023-24 viz 12 May, 2023, 24 July, 2023, 21 October, 2023, 6 December, 2023 & 24 January, 2024.

Detailed information on the meetings of the Board are included in the report on Corporate Governance, which forms part of this Annual Report.

Meeting of Independent Directors

During the year under review, a separate meeting of the

Independent Directors of the Company was held on 24 January, 2024, wherein the performance of the Non-

Independent Directors and the Board as a whole was evaluated. The Independent Directors at their meeting also assessed the quality, quantity and timeliness of flow of information between the Companys management and the Board of Directors.

COMMITTEES OF THE BOARD:

The Company has several committees which have been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of laws and statutes applicable to the Company.

The Company has following Committees namely:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee;

4. Corporate Social Responsibility Committee.

5. Risk Management Committee.

The details with respect to the composition, powers, roles, terms of reference, etc. of the aforesaid committees are given in details in the "Report on Corporate Governance" of the Company which forms part of the Annual Report.

PERFORMANCE EVALUATION OF THE BOARD:

In compliance with the provisions of the Companies Act,

2013 and Regulation 25(4)(a) of the SEBI Regulation, annual performance evaluation of the Board and its Directors individually was carried out. Various parameters such as the Boards functioning, composition of its Board and

Committees, execution and performance of specific duties, obligations and governance were considered for evaluation. The performance evaluation of the Board as a whole was carried out by the Independent Directors. The performance evaluation of each Independent Director was also carried out by the Board.

There are no observations which are carried by any of the director on evaluation of Board.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

Pursuant to the SEBI regulations, the Company has worked out a Familiarisation programme for the Independent Annual Report Directors, with a view to familiarise them with their role, rights and responsibilities in the Company, nature of Industry in which the Company operates, business model of the 2023-24 Company, etc. Through the Familiarisation programme, the Company apprises the Independent Directors about the business model, corporate strategy, business plans and operations of the Company. Directors are also informed about the financial performance, annual budgets, internal control system, statutory compliances etc. They are also familiarised with Companys vision, core values, ethics and corporate governance practices.

Details of Familiarisation programme of Independent Directors with the Company are available on the website of the Company http://www.shardacropchem.com/ announcement.html

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As required by Section 135 of the Companies Act, 2013, the

Company is required to spend Rs. 7,98,49,978/- towards CSR activities out of which during the financial year 2023-24, the Company has spent Rs. 8,10,72,446/- towards CSR activities.

The Company had spent more than the amount which is required to pay.

The CSR initiatives taken up by the Company are in the areas of promoting education, medical relief, eradicating hunger, empowerment of women, animal welfare, promotion of Olympic sports and rural development projects. These projects are in accordance with the activities included in

Schedule VII of the Companies Act, 2013 and the Companys

CSR Policy. The Annual Report on CSR activities forms a part of this Report as Annexure - 2

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an internal control system. All these controls were operating effectively during the year.

The Company has adequate internal financial controls. During the year, such controls were tested to find out any weaknesses in them. Services of professional consultants were obtained to remove such weaknesses and ensure robust internal financial controls and to ensure that these controls are operating effectively.

The Company is complying with all the applicable Indian Accounting Standards (Ind AS). The accounting records are maintained in accordance with generally accepted accounting principles in India. This ensures that the financial statements reflect true and fair financial position of the

Company.

RISK MANAGEMENT POLICY:

The Company has adopted a Risk Management Policy wherein all material risks faced by the Company are identified and assessed. The Risk Management framework defines risk management approach of the Company and includes collective identification business and documents their process of identification, mitigation and optimisation of such risks. The Policy is uploaded on the website of the Company viz.: http://www. shardacropchem.com/policy.html.

NOMINATION & REMUNERATION POLICY:

The Companys Remuneration Policy has been disclosed in the Report on Corporate Governance which forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS AND BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR):

The Management Discussion and Analysis Report & the Business Responsibility & Sustainability Report (BRSR) for the year under review as stipulated under SEBI Regulations, forms part of the Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy to report genuine concerns or grievances and to deal with instances of fraud and mismanagement. The Whistle-blower Policy has been posted on the Companys website at http://www. shardacropchem.com/policy.html. The Policy was last updated on 22 January, 2020.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITOON AND REDRESSAL) ACT, 2013:

The Company has in place a policy for Prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the Workplace (Preservation,

Prohibition & Redressal) Act, 2013. Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. This Policy has been uploaded on the website of the Company at http://www.shardacropchem.com/policy. html. The Policy was last updated on 22 January, 2020.

The Company has not received any complaint of sexual harassment during the Financial Year 2023-24.

AUDITORS: a) Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. B S R & Co LLP, (Firm No. 101248W/W-100022) Chartered Accountants, were appointed as the Statutory Auditor of the Company to hold office from the Conclusion of the 20th Annual General Meeting until the conclusion of the 25th Annual

General Meeting of the Company.

The Statutory Auditor have submitted a certificate stating that their appointment is in accordance with

Section 139 read with Section 141 of the Companies

Act.

The Audit Report forms a part of the Annual Report and the report does not contain any qualification, reservation, adverse remark or disclaimer. b) Internal Auditor:

Pursuant to the provisions of Section 138 of the

Companies Act and the Companies (Accounts) Rules,

2014, on the recommendation of the Audit Committee,

M/s. Bathiya & Associates LLP, were appointed by the Board of Directors to conduct internal audit reviews of the Company. c) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies

(Appointment and Remuneration of Managerial

Personnel) Rules, 2014, the Company had appointed M/s. KJB & CO LLP, a firm of Company Secretaries in

Practice to conduct the Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report is annexed to this report as Annexure 3.

Reply to the qualification in Secretarial Report:

Qualification:

Q1: Pursuant to the Regulation 18(1)(d) of the Securities and

Exchange Board of India (Listing Obligation) Regulations,

2015, The absence of the Chairman of the audit committee at the annual general meeting was due to his unavoidable reasons, presence of chairman of audit committee is mandated under regulation 18(1)(d) of LODR regulations, in conjunction with standard 4.1.1 of secretarial standard 2 issued by the Institute of Company Secretaries of India

(ICSI). However, other member of the audit committee was authorised to address shareholders queries in his absence.

Q2: Pursuant to the Regulation 47(3) of the Securities and

Exchange Board of India (Listing Obligation) Regulations,

2015, The publication of unaudited financial results in the newspaper (both standalone and consolidated) for the quarter and half year ended 30 September 2023, on 24 October, 2023, was delayed beyond the stipulated period of 48 hours following the conclusion of the board of directors meeting held on 21 October, 2023 as required by regulation 47(3) of LODR regulations. However, the financial results were uploaded on the Stock Exchange within the stipulated time frame.

Q3: Pursuant to the Regulation 26(A)(2) of the Securities and

Exchange Board of India (Listing Obligation) Regulations,

2015, The appointment of the Chief Financial Officer (CFO) as on 6 December, 2023, pursuant to regulation 26(A)(2) of the LODR regulations effective from 15 July, 2023, was delayed beyond the stipulated period of three months of the resignation of the previous Chief Financial Officer as on 7 June, 2023. Further, due to the vacancy, the Company was unable to obtain the required certification from the Chief Financial Officer under regulation 33(2)(a) of LODR regulations for the quarters ending June 2023 and September 2023.

Reply:

R1: The Chairman of the Audit Committee was absent at the Annual General Meeting of the Company due to his unavoidable reasons. However, other member of the audit committee was authorised to address shareholders queries in his absence.

R2: Our Board Meeting was held on Saturday i.e. 21 October, 2023. The next day was Sunday and we confirmed the financial publication to the agency on Monday i.e. 23 October, 2023 and the same was published on Tuesday i.e. 24 October, 2023.

R3: Our Chief Financial Officer (CFO) was relieved on 7th June, 2023. At that time, LODR provision was to appoint a CFO within a period of 6 months. On 15th July, 2023, LODR provisions were amended for appointment of Chief Financial

Officer from 6 months to 3 months. It is an important position. It takes time to call for application from candidates, have personal interviews and several meetings to shortlist the candidate. After finalisation, the candidate is also obliged to serve the notice period of normally 3 months in his pervious job. In this way it is very diffictul to complete the process within a period of 3 months. We did our best to fill up this vacancy as early as possible. There was no intentional delay. The Company had appointed Chief Financial Officer of the Company on 6th December, 2023.

CORPORATE GOVERNANCE:

The Company is committed to achieve the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set by the Regulators. A separate section on Corporate Governance practices followed by the

Company as stipulated under Regulation 43(3) and Schedule V of the SEBI Regulations, together with a certificate from M/s. KJB & CO LLP, a firm of Company Secretaries in Practice, confirming Compliance to the conditions as stated in Regulation 34(3) of the SEBI Regulations forms part of this

Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act,

2013 and the Rules made thereunder are given in the notes to Financial Statements.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company prepared in accordance with the Indian Accounting Standards ("Ind AS"), applicable Accounting Standards notified under Section 133 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, as amended from time to time, forms part of this Annual Report.

ANNUAL RETURN:

Pursuant to Section 92 and 134(3) of the Companies Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft of the form MGT-7 (Annual Return) of the Company for the financial year ended 31 March, 2024 is uploaded on the website of the Company and can be accessed at www.shardacropchem.com.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

No significant and material orders have been passed by the

Regulators or Courts or Tribunals which will impact the going concern status of the Company and its future operations.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, in respect of employees of the Company are given in Annexure - 4 and Annexure - 5 hereunder and forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT:

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 the internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board if of the opinion that the Companys internal financial controls were adequate and effective during 2023-24.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the

Companies Act, the Board of Directors, to the best of their knowledge and ability, confirm that: a. In the preparation of the Annual Accounts, the applicable accounting standards have been followed and that there are no material departures; b. They 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 at the end of the financial year and of profit of the Company for that period; c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. They have prepared the annual accounts on a going concern basis; e. They have laid down internal financial controls be followed by the Company and that such internal financial controls are adequate and are operating effectively; f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

STATUTORY DISCLOSURES:

1) Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is as follows:

A. Conservation of Energy, Technology Absorption

The provisions of Section 134(1)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to the Company.

B. Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgo during the year together with comparable year are as stated below: (Rs. in Lakhs)

Particulars	Year ended	Year ended
	31 March, 2024	31 March, 2023
Foreign Exchange	3,14,873.88	3,12,355.18
Earnings
Foreign Exchange	2,64,328.39	2,81,798.76
Outgo

2) Maintenance of Cost Record:

Pursuant to Section 148 of the Companies Act, the Company has maintained the Cost Accounting

Records for 2023-24. The Company has received Cost Compliance Certificate from M/s. N. Ritesh &

Associates, Cost Accountants.

3) Secretarial Standards:

The Company has complied with the applicable Secretarial Standards as amended from time to time.

4) Fraud Reporting:

During the year under review, no fraud has been reported by Auditors under sub-section 12 of Section 143 of the Companies Act, 2013.

5) MOA & AOA:

During the year under review, there is no change in the Memorandum of Association and Articles of Association of the Company.

6) Credit Rating:

During the year under review, CRISIL has maintained the credit rating of "CRISIL A1+" on the short-term banking facilities of the Company.

LISTING OF THE COMPANYS EQUITY SHARES:

The equity shares of your Company are listed on The BSE Limited and The National Stock Exchange of India Limited There is no default in paying annual listing fees.

ACKNOWLEDGEMENT:

The Directors take this opportunity to express deep and sincere gratitude to all the stakeholders of the Company for their confidence and patronage.

The Directors wish to place on record their appreciation for the support and contribution made by the employees at all levels and also wish to thank all its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in your Company. of the previous