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, 2023. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL PERFORMANCE:

(Rs. in Lakhs)

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.

Further, a statement containing the salient features of the financial statements of our subsidiaries pursuant to sub-section 3 of Section 129 of the Companies Act, 2013 in the prescribed form AOC-1 is appended as Annexure 1 to the Board's report. The statement also provides the details of performance and the financial positions of each of the subsidiaries.

OPERATIONAL PERFORMANCE & FUTURE OUTLOOK:

The Company's consolidated revenue from operations increased by 13% on YoY basis to Rs. 404,515.66 Lakhs in

2022-23. This was driven by strong growth in Europe, NAFTA

& ROW regions in existing business as well as new business. The Company has 2,821 product registrations as on 31 March, 2023.

In 2022-2023, EBITDA margins were marginally lower by 2%. PAT decreased by 2% from last year mainly due to lower gross margin essentially because of challenging macro environment in the first half of the year. All the major currencies had depreciated against US$. The financial performance of the Company was impacted in the half of the year due to depreciation of Euro against US$, as the Company drives nearly 50% of the revenue in Euro currency. The Company had taken various measures to mitigate this impact and the situation has improved from Q4 2022-23 onwards.

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. 355 Cr on product registrations during the financial year 2022-23.

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 2022-23 till date which will have any material or significant impact on the financials of the Company.

TRANSFER TO RESERVE:

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

DIVIDEND:

During the year, the Board of Directors declared an Interim Dividend of Rs. 3.00 per share in their meeting dated 24 January, 2023 on the paid-up equity shares of the Company. The aggregate gross amount of Interim Dividend Distributed is

Rs. 2,706.61 Lakhs subject to TDS as applicable. The Directors have recommended final dividend of Rs. 3.00 per share on the paid-up equity shares of the Company for the Financial

Year ended 31 March, 2023 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.

The total dividend on equity shares for 2022-23 amounts to

Rs. 6.00 per share and would involve a total cash outflow of

Rs. 5,413.23 Lakhs, subject to TDS as applicable.

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 Company's 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 2022-23 are as follows:

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, 2023 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.

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, 2023, the Company's total income is Rs. 1,096.38 Lakhs (Previous year: Rs. 937.35 Lakhs) and Profit for the year is Rs. 124.62 Lakhs (Previous year: Rs. 85.30 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, 2023, there were no operations in the Company. However, the Loss for the year is Rs. 0.42 Lakhs (Previous Year: Rs. 0.47 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, 2022, the Company's total income is Nil (Previous Year: Rs. 0.50 Lakhs) and Loss for the year is

Rs. 0.05 Lakhs (Previous Year: Profit of Rs. 0.44 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, 2022, the Company's total income is Rs. 1.28 Lakhs (Previous Year: Rs. 0.92 Lakhs) and Loss for the year is Nil (Previous Year: Rs. 0.51 Lakhs).

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, 2023, the Company's total income is Rs. 28,593.17 Lakhs (Previous year: Rs. 19,865.57

Lakhs) and Profit for the year is Rs. 879.32 Lakhs (Previous year: Rs. 626.21 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, 2022, the Company's total income is

Rs. 2.30 Lakhs (Previous Year: Rs. 6.99 Lakhs) and Loss for the year is Rs. 3.32 Lakhs (Previous Year: Profit of Rs. 5.83 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, 2022, Company's total income is

Rs. 39.06 Lakhs (Previous Year: Rs. 44.86 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 agr ochemical products in Brazil. During the year ended

31 December, 2022, the Company's total income is Nil (Previous Year: Rs. 23.19 Lakhs) and Profit for the year is Nil

(Previous year: Rs. 23.19 Lakhs).

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 Hellas Agrochemicals Limited, Greece *

Sharda Hellas Agrochemicals Limited is engaged in the business of dealing in agrochemical products in Greece. For the period ended 18 April, 2022, the Company's total income is Nil (Previous Year: Rs. 1.31 Lakhs) and Loss for the period is Nil (Previous year: Rs. 1.79 Lakhs).

* M/s. Sharda Hellas Agrochemicals Limited was closed during the year 2022-23.

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, 2023, the Company's total income is

Rs. 13,576.91 Lakhs (Previous year: Rs. 16,098.92 Lakhs) and Loss for the year is Rs. 86.81 Lakhs (Previous year:

Rs. 65.78 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, 2023, the Company's total income is Rs. 69,971.46 Lakhs (Previous year: Rs. 58,202.08

Lakhs) and Profit for the year is Rs. 16,819.95 Lakhs (Previous year: Rs. 7,528.50 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, 2023, the Company's total income is Rs. 11,695.80 Lakhs (Previous Year: Rs. 7,730.17 Lakhs) and Profit for the year is

Rs. 172.55 Lakhs (Previous year: Rs. 265.98 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, 2022, the Company's total income is Rs. 36.06 Lakhs (Previous Year: Rs. 26.25 Lakhs) and Profit for the year is

Nil (Previous year: Rs. 0.09 Lakhs).

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, 2023, the Company's total income is Rs. 23,576.40 Lakhs (Previous year: Rs. 8,562.56

Lakhs) and Profit for the year is Rs. 184.10 Lakhs (Previous year: Loss of Rs. 95.39 Lakhs).

*Sharda Polska SP. ZO.O., Poland

Sharda Polska SP. ZO.O. is engaged in the business of dealing in agrochemical products in Poland.

*Sharda Polska SP. ZO.O. got merged with Sharda Poland SP. ZO.O w.e.f 1 March, 2022 pursuant to court order.

Sharda Spain, S.L., Spain

Sharda Spain, S.L. is engaged in the business of dealing in agrochemical products in Spain. For the year ended

31 December, 2022, the Company's total income is Nil (Previous Year: Rs. 0.26 Lakhs) and Loss for the year is Nil (Previous year: Rs. 0.23 Lakhs).

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, 2022, the Company's total income is Rs. 2.88 Lakhs (Previous Year: NIL) and Loss for the year is Rs. 0.07 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, there were no operations in the Company.

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, 2022, the Company's total income is Rs. 7.17 Lakhs (Previous Year: Rs. 12.17 Lakhs) and Profit for the year is

Rs. 0.21 Lakhs (Previous year: Loss of Rs. 0.32 Lakhs).

Sharda USA LLC, USA

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

31 December, 2022, the Company's total income is NIL (Previous Year: NIL) and Loss for the year is Nil (Previous year: Loss of Rs. 0.04 Lakhs).

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, 2022, the Company's total income is Rs. 17.70 Lakhs (Previous Year: Rs. 5.15 Lakhs) and Loss for the year is Nil (Previous year: Loss of Rs. 0.01 Lakhs).

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, 2023, the Company's total income is Rs. 681 Lakhs (Previous Year: Rs. 566.13 Lakhs) and Profit for the year is Rs. 12.42 Lakhs (Previous year: Rs. 2.93 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, 2022, the Company's total income is Rs. 1,018.46 Lakhs (Previous Year: Rs. 1,012.41 Lakhs) and Profit for the year is Rs. 17.97 Lakhs (Previous year: Loss of Rs. 5.54 Lakhs).

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, 2023, the Company's total income is

Rs. 129.35 Lakhs (Previous Year: Rs. 139.39 Lakhs) and Profit for the year is Rs. 13.18 Lakhs (Previous year: Loss of

Rs. 6.79 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, 2022, the Company's total income is Rs. 0.58 Lakhs (Previous Year: Rs. 1.76 Lakhs) and Loss for the year is

Rs. 0.07 Lakhs (Previous year: Profit of Rs. 0.79 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, 2022, the Company's total income is Rs. 21.05

Lakhs (Previous Year: 0.34 Lakhs) and Profit for the year is Rs. 2.50 Lakhs (Previous year Profit of Rs. 4.81 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, 2023, the Company's total income is Rs. 357.77 Lakhs (Previous year: Rs. 217.22 Lakhs) and Loss for the year is Rs. 21.34 Lakhs (Previous year:

Rs. 70.66 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, 2023, the Company's total income is Rs. 9,114.14 Lakhs (Previous year: Rs. 9,051.40

Lakhs) and Profit for the year of Rs. 27.93 Lakhs (Previous year: Loss of Rs. 301.25 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, 2023, the Company's total income is Rs. 2.64 Lakhs (Previous Year: Rs. 2.13 Lakhs) and Loss for the year is Rs. 2.30 Lakhs (Previous year: Rs. 0.28 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, 2023, the Company's total income is Rs. 3,690.71 Lakhs (Previous year: Rs. 2,892.22

Lakhs) and Profit for the year is Rs. 73.46 Lakhs (Previous year:

Rs. 279.31 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, 2022, the Company's total income is Rs. 7.63 Lakhs (Previous Year: Rs. 8.79 Lakhs) and Profit for the year is

Rs. 0.10 Lakhs (Previous year: Rs. 0.09 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, 2023, the Company's total income is Nil (Previous Year: Rs. 5.07 Lakhs) and Loss for the year is Rs. 0.56 Lakhs (Previous year: Profit of Rs. 4.40 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 Tradinc LLC is engaged in the business of dealing in agrochemical products in UAE and abroad. The

Company's total income is Rs. 32.81 Lakhs (Previous Year: NIL) and Loss for the year is Rs. 48.78 Lakhs (Previous year:

Rs. 55.29 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

Company's 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 arm's length basis and were in the ordinary course of business. There are no materially significant Related Party Transactions made by the Company 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 Company's 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 arm's 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, 2023, 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, the Company has re-appointed Mr Manish R. Bubna (DIN: 00137394) at Annual General Meeting dated

2 August, 2022 as he was retiring by rotation and being eligible, offered herself for re-appointment.

The Company has received declarations from the

Independent Directors confirmin g 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 Company's 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, Mr Ashish R. Bubna (DIN: 00945147), Executive

Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself 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 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

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, 2023: 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 Ashok Vashisht, 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 12 May, 2023, subject to the approval of the members of the Company, 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.

Requisite proposal seeking their approval for re-appointment and payment of remuneration forms part of the Notice convening the 20th 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 Four times during the 2022-23 viz 13 May, 2022, 25 July, 2022, 21 October, 2022 and 24 January, 2023.

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, 2023, 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 Company's 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 Board's 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.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

Pursuant to the SEBI regulations, the Company has worked out a Familiarisation programme for the Independent 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 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 Company's 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. 67,660,805/- towards CSR activities out of which during the year, the Company has spent Rs. 86,615,340/- 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 Company's 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 the risk management approach of the Company and includes collective identification of risks impacting the Company's 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 Company's 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:

The Management Discussion and Analysis Report & the Business Responsibility Report 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 Company's website at http://www. shardacropchem.com/policy.html. The Policy was last updated on 22 January, 2020.

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 2022-23.

AUDITORS: Sharda Cropchem Limited a) Statutory Auditors:

The Company has appointed M/s. B S R & Associates LLP, Chartered Accountants, (Firm Registration No

116231W/W-100024) as the Statutory Auditors of the Company till the conclusion of 20th Annual General Meeting of the Company.

M/s. B S R & Associates LLP have expressed their unwillingness to continue as the Statutory Auditors of the Company.

The Company proposes to appoint M/s. M/s. B S R & Co. LLP, Chartered Accountants, (Firm Registration No 101248W/W-100022) as the Statutory Auditors of the

Company for a term of five years, to hold office from the conclusion of the forthcoming 20th Annual General Meeting until the conclusion of the 25th Annual General Meeting of the Company to be held in the year 2028, to examine and audit the accounts of the Company.

The requisite resolution for approval by the members of the Company has been set out in the Notice of the 20th AGM of your Company.

M/s. B S R & Co. LLP, have given their consent to act as the Auditors of the Company and have confirmed that the said appointment, if made, will be in accordance with the conditions prescribed under Sections 139 and 141 of the Act.

The Auditor's Report on Standalone and Consolidated financial statements is a part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

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: ursuanttotheprovisionsofSection204oftheCompanies 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 2022-23. The Secretarial Audit Report is annexed to this report as Annexure – 3.

Qualification: Pursuant to the Regulation 3(5) and 3(6) of the

Securities and Exchange Board of India (Prohibition of Insider

Trading) Regulations, 2015, The Company has upgraded to web-based System Driven Disclosure system in place of

Microsoft excel based system during the year under review.

The same has already been disclosed by the Company to the stock exchanges in its periodical filings.

Further, we are unable to express our opinion in respect of compliance of Reg. 3(2B) of PIT Regulations the course of audit as we did not find any instance of notice given by the Company to any person to maintain confidentiality with whom any unpublished price sensitive information pursuant to ‘legitimate purpose' if any shared by the Company.

Reply:

The Company has upgraded itself to the web-based System Driven Disclosure system and the above observation is self-explanatory.

The Company executes Non-Disclosure Agreement with all the parties with whom / UPSI information is shared.

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.

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, 2023 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 Company's internal financial controls were adequate and effective during 2022-23.

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 fina ncial year and of the 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 to 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 figures of the previous year are as stated below: (Rs. in Lakhs)

2) Maintenance of Cost Record:

Pursuant to Section 148 of the Companies Act, the Company has maintained the Cost Accounting Records for 2022-23. 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 COMPANY'S 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.

For and on behalf of Board of Directors