Your Directors have pleasure in presenting the 34^th Annual Report of the Company together with the audited statements of account for the financial year ended March 31,2024.

2. Performance of the Company

The financial year 2023-24 presented significant challenges for the SSP industry, pushing many companies to the brink of survival. The monsoon was notably well below the normal expected levels of rainfall for the first time in four years, resulting in lower reservoir levels. Additionally, a drastic downward revision in subsidy rates adversely impacted market valuations and led to high channel inventories. The company faced substantial losses due to high-cost inventories and reduced subsidies, as it was unable to fully pass these increased costs onto farmers due to prevailing market dynamics.

Despite these difficulties, the company not only survived but also admirably managed to achieve a marginal profit with a turnover of '404.75 Cr, down from '549.26 Cr the previous year. The fertilizer division was particularly hard-hit, with its turnover dropping from '324.57 Cr to '223.84 Cr due to the combination of higher inventory costs and reduced subsidies. This division could not pass on the entire cost increase to customers, leading to significant losses.

The seeds division also suffered due to the below-normal monsoon, with its turnover decreasing from '150.20 Cr to '137.49 Cr.

However, the company’s diversified business model played a crucial role and helped with marginal profitability. The LABSA, new Pipe division, and warehouses contributed positively, even though these divisions were also affected by the adverse conditions in the agro sector.

Despite the challenging environment, we are proud to have registered a turnover of over '400 Cr with a marginal profit. As compared to several of our peers our turnover has dropped by a lesser percentage and we are among the few who have posted a profit. Strategic measures such as improved raw material purchasing policies, cost-cutting exercises, and enhanced operational efficiency have been pivotal in achieving this outcome.

Encouragingly, a slight correction in subsidies in the last quarter of 2023-24 has provided a more optimistic outlook for the coming year. With favorable monsoon forecasts and anticipated government initiatives, including potential freight subsidy schemes and further corrections in SSP fertilizer subsidies, we are hopeful for a more robust performance in the future.

3. DIVIDEND :

The Board of Directors are pleased to recommend the dividend of Rs. 0.05 per share (5%) for the year 2023-24 on equity share capital, subject to the approval of the shareholders at the Annual General Meeting (Previous Year 8%) which shall absorb Rs. 45.31 lakhs (Previous Year Rs. 72.50 lakhs).

4. CAPITAL EXPENDITURE INCURRED :

The Company had incurred Rs. 450.21 lakhs as the capital expenditure during the year under review (Previous Year Rs.2141.97 lakhs).

6. DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP) DETAILS:

Pursuant to Section 152 of the Companies Act, 2013, the following Independent Directors have completed their second and final term and, consequently, ceased to be Independent Directors of the Company with effect from 31.03.2024:

1. Mr. Sharad Sawant (DIN No. 00151604)

2. Mr. Rajendra Tayade (DIN No. 01621325)

3. Mr. Rameshwar Kabra (DIN No. 07944586)

4. Mrs. Madhu Khandelwal (DIN No. 00666487)

Further, in accordance with Section 152 of the Companies Act, 2013, and upon the recommendation of the Nomination and Remuneration Committee, the Board of Directors, in their meeting held on February 12, 2024, has appointed the following retired Independent Directors as Executive Directors of the Company with effect from 31.03.2024:

1. Mr. Rajendra Tayade (DIN No. 01621325)

2. Mr. Rameshwar Kabra (DIN No. 07944586)

Additionally, as per Section 152 of the Companies Act, 2013, and following the recommendation of the Nomination and Remuneration Committee, the Board of Directors, in their meeting held on February 12, 2024, and with shareholder approval through a postal ballot process, has appointed the following individuals as Independent Directors of the Company: with effect from 12.02.2024

1. Mr. Upendra Somani (DIN No. 00152735)

2. Mr. Pramod Vaishnav (DIN No. 10469468)

3. Mr. Mahesh Khandelwal (DIN No. 10469986)

4. Mr. Murlidhar Ganeshpure (DIN No. 10471870)

5. Mrs. Sonal Shrawagi (DIN No. 10483506)

Furthermore, in accordance with subsection (6) of Section 152 of the Companies Act, 2013, Mr. Ashwin Bhartia (DIN No. 00152974) is due to retire by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for reappointment. A brief resume of Mr. Ashwin Bhartia is provided in the Corporate Governance Report, which forms part of this report.

Pursuant to provisions of Section 203 of the Act, and the Rules made thereunder, following are the Key Managerial Personnel (KMP) of the Company;

1. Mr. Shashikant C. Bhartia- Chairman & Managing Director

2. Mr. Deepak C. Bhartia- Managing Director

3. Mr. Ashwin N. Bhartia- Executive Director

4. Mr. Narendra Pathak- Chief Financial Officer

5. Mr. Prasad Todankar- Company Secretary Independent Directors’ Declaration

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Regulation 16(1)(b) of Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force).

7. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by regulators/ courts that would impact the going concern status of the Company and its future operations.

8. SHARE CAPITAL:

There have not been any changes in the share capital of the Company during the year.

DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, Members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid and update their bank A/c and Email ID with the respective depository Participant.

9. INVESTORS EDUCATION & PROTECTION FUND

Dividend which was declared by the Company for the year ended March 31, 2017 at the Annual General Meeting held on 23^rd September, 2017 and remained unclaimed will be transferred to the Investor Education and Protection Fund of the Central Government on November, 2024 pursuant to the provisions of Companies Act, 2013. Thereafter no claim shall lie on dividend for the year ended March 31,2017 from the shareholders.

10. COST AUDITORS

Pursuant to section 148 of the Act, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its fertilizers business are required to be audited. Mr. Jayant Galande the Cost Accountants carried out the cost audit of fertilizers business during the year. The Board of Directors has also been appointed Mr. Jayant Galande, Cost Accountant as Cost Auditors for the financial year 2024-25 and he has confirmed that his appointment is within the prescribed limits. As required by the provisions of the Act, a resolution seeking Members approval for the remuneration payable to Mr. Jayant Galande, Cost Auditors is included in the Notice convening the AGM.

10. INTERNAL FINANCIAL CONTROLS:

The company has in place adequate internal financial control system commensurate with the size and scale of its operations. During the year, such controls were tested and the Company has, in all material respects, maintained adequate internal financial controls over financial reporting as of March 31,2024 and are operating effectively. Statutory and internal Auditors evaluate the efficiency and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Company’s policies, safeguarding of Company’s assets, prevention and detention of frauds and errors and timely preparation of reliable financial information etc and internal financial control system is being upgraded as per their recommendation.

11. COMPANY’S POLICY ON SELECTION OF DIRECTORS AND DETERMINING DIRECTORS’ INDEPENDENCE AND REMUNERATION :

The Company has a Nomination and Remuneration Committee (NRC) and the Composition of Committee and the Scope of the Committee are set out in the Corporate Governance Report forming part of this Annual Report.

The Company’s Policy for selection and appointment of Directors and their remuneration is based on its NRC policy which, inter alia, deals with the manner of selection of the Board of Directors and such other matters as provided under section 178(3) of the Act and SEBI Listing Regulations.

The shareholders may refer the Company’s website for the detailed Nomination & Remuneration Policy of the Company on the appointment and remuneration of Directors including criteria for determining qualifications, independence of Director and other matters provided under sub-section (3) of section 178.

12. AUDITORS’ REPORT:

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force. The Auditors’ Report for the financial year ended 31st March, 2024, does not contain any qualification, reservation or adverse remark.

13. SECRETARIAL AUDIT :

M/s. Nitesh Chaudhary & Associates, Practicing Company Secretary carried out Secretarial Audit for the Financial Year 2023- 24 and their report is annexed herewith as Annexure - C to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

In terms of Section 204 of the Companies Act, 2013, the Board of Directors of the Company has re- appointed M/s. Nitesh Chaudhary & Associates, Practicing Company Secretary as Secretarial Auditors to conduct the secretarial audit for the financial year 2024-25

14. EXTRACT OF ANNUAL RETURN :

Pursuant to Section 92(3) of the Act and Rule 12(1) of the Companies Management and Administration) Rules, 2014, an extract of the Annual Return in Form MGT-9, is annexed herewith as Annexure D

15. PUBLIC DEPOSIT :

During the year the Company has not accepted any deposit within the meaning of Section 73 and 74 of Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 (including any statutory modification (s) or re-enactment(s) for the time being in force).

16. CORPORATE SOCIAL RESPONSIBILITY (CSR) :

The CSR expenditure incurred by the company during the financial year 2023-24 was Rs.33.25 lakhs (Previous Year 24.09 lakhs) which was higher than the statutory requirement of 2% of the average profit for the last three years. In accordance to provision of Section 135 of the Company Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 the details of the CSR expenditure is annexed to this report as Annexure- A.

The CSR policy of the company mainly focuses on the welfare & sustainable growth and development of the weaker section of the Society which is in line with the company’s age-old policy of providing necessary financial support for the upliftment of the poor people as well as welfare of the physically handicapped and deaf and blind citizens. The CSR policy of the Company has emphasis on undertaking the various activities in rural area like Rural development, promoting education, providing healthcare and building the community centres, the details of which are available on the Company’s website.

17. DIRECTORS’ RESPONSIBILITY STATEMENT :

Pursuant to section 134 of the Companies Act, 2013 with respect Directors’ Responsibility Statement it is hereby confirmed that:

i. in the preparation of the annual accounts for the financial year ended 31st March, 2024, the applicable accounting standards had been followed and there is no material departures from the same;

ii. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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, i:e 31st March, 2024 and of the profit and loss of the company for that period;

iii. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities,

iv. the directors have prepared the annual accounts on a going concern basis;

v. the directors have implemented internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. MEETING OF BOARD:

Ten meetings of the Board of Directors were held during the year under review. For further details, please refer report on Corporate Governance published in this Annual Report.

19. RELATED PARTY TRANSACTIONS:

The Company has formulated a Policy on Related Party Transaction (RPT) which is available on Company’s website. All contracts / transactions as specified in Section 188 of the Act entered by the Company with related parties during the financial year were in the ordinary course of business and on an arm’s length basis with necessary prior approval of members & audit committee. The Note No. 33 to Financial Statements sets out related party disclosures.

Since all related party transactions entered into by the Company were in the ordinary course of business and were on arms’ length basis, Form AOC-2 is not applicable to the Company.

DISCLOSURE REGARDING PREVENTION OF SEXUAL HARASSMENT:

The Company is committed to maintain a productive environment for all its employees at various levels in the organisation, free of sexual harassment and discrimination on the basis of gender. The Company has framed a policy on Prevention of Sexual Harassment in line the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,2013 (“POSH Act”). The details of which are available on the Company’s website.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the requirement of Section 177 (9) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism called the ‘Whistle Blower Policy’ for Directors and Employees to report concern of unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy and the details of the Whistle Blower Policy has been uploaded on the Company’s website.

20. CORPORATE GOVERNANCE:

Pursuant to clause 34 of the listing agreement with the BSE Ltd a separate section titled “Report on Corporate Governance” is being published as a part of this Annual Report along with the certificate of the auditors confirming the compliance of conditions of the corporate governance. Various disclosure as required under section 134 and 135 of the Companies Act, 2013 are annexed to this report or covered in the Corporate Governance Report, such as related party transaction, extract of Annual return, constitution of various Board level committees, CSR policy and initiative taken during the year, remuneration of the managerial personnel, secretarial audit report etc.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

The Management Discussion and Analysis forms an integral part of this report has been separately furnished in Annual Report. The Management Discussion and Analysis gives details of organization, overall industrial economic overview, current and future outlook, strength and weakness, cautionary statement.

22 RISK MANAGEMENT POLICY :

The Company has got the risk management policy which is in line with applicable laws and which aims at identifying, assessing and mitigating the various risks which are inherent in the business of the Company. The risk management policy helps in enhancing the business values of the Company with code of conduct, adequate quality checks and internal controls. The risk management policy has been developed and implemented by operative teams at various levels of management.

23. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED :

During the year company has made an investment in accordance with the provision of section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014. During the year Company has not given loans and provides guarantees in pursuant to provision of section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014.

24. PARTICULARS OF EMPLOYEES UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 :

There were no employees whose remuneration was in excess of the limits prescribed under Section 197 (12) of the Companies Act, 2013 read with Rules 5 (2) of Companies (Appointment and remuneration of Managerial personnel) Rules 2014.

The ratio of remuneration of each director to the median employee’s remuneration and other details in accordance with sub-section 12 of the Section 197 of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of this report as Annexure - E.

25. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO :

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Account) Rules, 2014, is set out herewith as Annexure - B.

26. ACKNOWLEDGEMENTS :

Your Directors would like to express their appreciation for the support and co-operation received from financial institutions, company’s bankers, government authorities and shareholders during the year under review. The Company wishes to place on record their sincere appreciation to all employees for their commitment and continued contribution to the Company.