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, 2025. The consolidated performance of
the Company and its subsidiaries has been referred to wherever required.

FINANCIAL PERFORMANCE:

(Rs in Lakhs)

  

    
Particulars
    

    

    

    

  
  

    

    
2024-25
    
2023-24
    
2024-25
    
2023-24
  
  

    
Revenue from operations
    
3,66,109.98
    
2,60,266.68
    
4,31,985.30
    
3,16,302.45
  
  

    
Other income
    
17,476.41
    
27,078.59
    
5,953.45
    
5,976.22
  
  

    
Total Income
    
3,83,586.39
    
2,87,345.27
    
4,37,938.75
    
3,22,278.67
  
  

    
Expenses excluding interest,
    depreciation and amortisation expenses
    
3,21,747.74
    
2,42,962.97
    
3,72,427.89
    
2,88,016.44
  
  

    
Earnings before interest,
    tax, depreciation and amortisation (EBITDA)*
    
61,838.65
    
44,382.30
    
65,510.85
    
34,262.23
  
  

    
Finance Cost
    
93.63
    
169.58
    
210.58
    
361.89
  
  

    
Depreciation and amortisation expenses
    
27,461.19
    
26,707.83
    
27,466.39
    
26,713.18
  
  

    
Profit before tax (PBT)
    
34,283.83
    
17,504.89
    
37,833.89
    
7,187.16
  
  

    
Tax Expense
    
6,910.19
    
3,828.60
    
7,392.13
    
3,996.54
  
  

    
Net Profit for the year
    
27,373.64
    
13,676.29
    
30,441.76
    
3,190.62
  
  

    
Other Comprehensive Income
    
6.90
    
(11.26)
    
1,435.82
    
54.99
  
  

    
Total Comprehensive Income
    
27,380.54
    
13,665.03
    
31,877.58
    
3,245.61
  
  

    
*Adjusted EBITDA
    
52,992.77
    
21,026.49
    
68,155.70
    
31,810.99
  


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 subsection 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
36.58% on YoY basis from Rs 3,16,302.45 Lakhs to Rs 4,31,985.30 Lakhs in 2024-25. The
Company has 2,964 product registrationsason31March, impact on the financials of 2025.
EBITDA for FY 2024-25 stood at Rs 68,155.70 Lakhs showing substantial
growth of 114% on YoY basis. EBITDA margin stood at 15.8%. PAT for FY 2024-25 stood at Rs
30,441.76 Lakhs showing remarkable growth of 854% as compared to last year.
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 2024-25.

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 2024-25 till date which will have theany material or significant
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 3.00 per share in their meeting dated 24 January, 2025 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 a final dividend of Rs 6.00 per share on the paid-up equity shares of the
Company for the Financial Year ended 31 March, 2025 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 5,413.23 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 Company's website https://shardacropchem.com/
unclaimed-unpaid-dividend/
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 2024-25 are as follows:

  

    
Financial year
    
Amount of unclaimed
    dividend transferred (Amt in Rs)
    
Number of shares
    transferred
  
  

    
2016-17
    
51,008
    
180
  
  

    
2017-18
    
37,144
    
47
  
  

    
Total
    
88,152
    
227
  


DIVIDEND DISTRIBUTION 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.: https://shardacropchem.com/wp-content/
uploads/2025/05/Dividend_Distribution_Policy.pdf

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. https://
shardacropchem.com/wp-content/uploads/2025/05/
Policy_on_Preservation_of_Documents_Archival_Policy.pdf

SHARE CAPITAL:

The paid-up equity share capital of the Company as on 31 March, 2025
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
Indian Subsidiary
Axis Crop Science Private Limited, India

Axis Crop Science Private Limited is engaged in marketing and
distribution of agrochemicals in India. 
For the year ended 31 March, 2025, the Company's total income is
Rs 999.47 Lakhs (Previous year: Rs 882.44 Lakhs) and Profit for the year is Rs 110.49
Lakhs
(Previous year: Rs 53.17 Lakhs).

OVERSEAS SUBSIDIARIES
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, 2025, the Company's total income is
Rs 32,467.25 Lakhs (Previous year: Rs 27,397.95 Lakhs) and Profit Rs 726.86 Lakhs
(Previous year: Rs 387.19 Lakhs).

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, 2025, the
Company's total income is Rs 10,679.59 Lakhs (Previous year: Rs
7,527.47 Lakhs) and Profit for the year is Rs 149.86 Lakhs (Previous year: Loss of Rs
438.90 Lakhs).

Sharda International FZCO, U.A.E.

Sharda International FZCO (Formerly known as Sharda International DMCC)
is engaged in trading in agrochemicals, conveyor belts and chemicals in UAE and abroad.
For the year ended 31 March, 2025, the Company's total income is Rs 55,268.53 Lakhs
(Previous year: Rs 52,408.91 Lakhs) and Profit for the year is Rs 12,642.59 Lakhs
(Previous year: Rs 11,817.59 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, 2025, the Company's total income is
Rs 19,873.85 Lakhs (Previous Year: Rs 10,931.89 Lakhs) and Profitfor the year is Rs
390.85 Lakhs (Previous year: Rs 203.11 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, 2025, the Company's total income is
Rs 46,305.49 Lakhs (Previous year: Rs 17,052.08 Lakhs) and Profit for the year isRs
1,556.35 Lakhs (Previous year: Rs 178.07 Lakhs).

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, 2025, the
Company's total income is Rs 391.58 Lakhs (Previous Year: Rs 446.27 Lakhs) and
Loss for the year is Rs 3.99 Lakhs (Previous year: Rs 10.88 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, 2024, the Company's total income
is Rs 1,582.83 Lakhs (Previous Year: Rs 1,663.71 Lakhs) and Profit year is Rs 9.91 Lakhs
(Previous year: Rs 10.07 Lakhs).

Nihon Agro Service Kabushiki Kaisha, Japan

Nihon Agro Service Kabushiki Kaisha is engaged in the business of
dealing in agrochemical products in Japan. For the year ended 31 March, 2025, there were
no operations in the Company. However, the Loss for the year is Rs 0.41 Lakhs (Previous
Year: Loss of Rs 0.40 Lakhs). fortheyearis Sharda Agrochem Dooel Skopje, Macedonia


Sharda Agrochem Dooel Skopje is engaged in the business of dealing in
agrochemical products in Mecedonia. During the year, there were no operations in the
Company.

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, 2024, the Company's total income
is Rs 1.13 Lakhs (Previous Year: Rs 1.11 Lakhs) and Profit 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.
*M/s. Sharda Costa Rica SA was closed during the financial year
2024-25.

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, 2024, the Company's
total income is Nil (Previous Year: Rs 3.73 Lakhs) and Loss for the year is Rs 0.42 Lakhs
(Previous Year: Profit ofRs 2.55 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, 2024, Company's
total income is Rs 96.13 Lakhs (Previous Year: Rs 74.30 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 for the 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 Peru SAC, Peru

Sharda Peru SAC is engaged in the business of dealing in agrochemical
products in Peru. For the year ended 31 December, 2024, the Company's total income is
Rs 85.00 Lakhs (Previous Year: Rs 37.61 Lakhs) and Loss for the year is Rs 1.96 Lakhs
(Previous year: Profit ofRs 1.28 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.
*M/s. Sharda Spain S.L. was closed during the financial year 2024-25.

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, 2024, the Company's total income is Rs 5.75 Lakhs
(Previous Year: Rs 3.22 Lakhs) and Profit for the year is Rs 2.19 Lakhs (Previous year:
Loss of Rs 0.13 Lakhs).

Sharda Taiwan Limited, Taiwan

Sharda Taiwan Limited is engaged in the business of dealing in
agrochemical products in Taiwan. During the year, the Company's total income is Rs
0.01 Lakhs (Previous Year: Rs 0.01 Lakhs) and Profit for the year is Nil (Previous
year: Rs 0.01 Lakhs).

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, 2024, the Company's total income is Rs 9.54 Lakhs
(Previous Year: Rs 9.42 Lakhs) and Profit for the year is Rs 0.01 Lakhs (Previous year:
Loss of Rs 0.19 Lakhs).

Sharda USA LLC, USA

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

Shardacan Limited, Canada

Shardacan Limited is engaged in the business of dealing in agrochemical
products in Canada.

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, 2024, the Company's total income is Rs 18.77
Lakhs(Previous Year:for the year Rs 16.43 Lakhs) and Profit is Rs 0.07 Lakhs (Previous
year: Rs 0.22 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.

SUBSIDIARY COMPANIES – INDIRECT
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, 2025, the
Company's total income is Rs 591.46 Lakhs (Previous year: Rs 1,178.72 Lakhs) and
Profit for the year is Rs 36.46 Lakhs (Previous year: Rs 42.58 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,
2025, the Company's total income is Rs 10,119.64 Lakhs (Previous year: Rs 9,820.93
Lakhs) and Profit for the year ofRs 198.28 Lakhs (Previous year: Rs 36.23 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, 2025, the
Company's total income is Rs 4,261.91 Lakhs (Previous year: Rs
3,709.55 Lakhs) and Profit for the year is Rs 136.65 Lakhs (Previous year: Rs 70.86
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, 2025, the Company's
total income is Rs 98.24 Lakhs (Previous Year: Rs 95.19 Lakhs) and Loss for the
year is Nil (Previous year: Rs 23.54 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, 2024, the Company's
total income is Nil (Previous Year: Rs 1.11 Lakhs) and Loss for the year is Rs 0.12 Lakhs
(Previous year: Profit of Rs 0.06 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, 2024, the Company's
total income is Rs 100.60 Lakhs (Previous Year: 43.70 Lakhs) and Loss for the year is Rs
1.03 Lakhs (Previous year Profit ofRs 5.78 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, 2025, the Company's
total income is Rs 1.07 Lakhs (Previous Year: Rs 3.07 Lakhs) and Loss for the year is Rs
0.22
Lakhs (Previous year: Nil).

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, 2024, the Company's total
income is Nil (Previous Year: Rs 4.15 Lakhs) and Loss for the year is Rs 5.60 Lakhs
(Previous year: Rs 1.76 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, 2025, the Company's total income is
Nil (Previous Year: Rs Nil) and Loss for the year is Rs 0.07 Lakhs (Previous year:
Rs 0.03 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, 2025, the
Company's total income is Rs 87.46 Lakhs (Previous Year: Rs 175.76 Lakhs) and Loss
for the year is Rs 18.01 Lakhs (Previous year: Profit for Rs 82.46
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.
https://shardacropchem.com/wp-content/uploads/2025/05/Policy-on-Material-Subsidiaries. pdf

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 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. https://shardacropchem.com/wp-content/
uploads/2025/05/Policy-on-Related-Party-Transactions. pdf
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, 2025, 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
appointed Mr H. S. 
Upendra Kamath (DIN: 02648119), Mr Vinod Kumar Kathuria (DIN: 06662559)
& Mr Shalin S. Divatia (DIN: 00749517) as Non-Executive Independent Directors of the
Company for initial term of 5 (five) years with During the year, the Company has
re-appointed Mrs. Sharda R. Bubna (DIN: 00136760) at Annual General Meeting dated 09
August, 2024 as she was retiring by rotation and being eligible, offered herself for
re-appointment.
During the year, Mr M. S. Sundara Rajan (DIN: 00169775), Mr Shitin
Desai (DIN: 00009905) & Mr Shobhan Thakore (DIN: 00031788), Non-Executive Independent
Directors of the Company, have completed their second (2) term of 5 years in the Company
on 08 August, 2024 and consequently have ceased as Directors of the Company w.e.f. 08
August, 2024.
The Company has received declarations from the 
Independent Directors confirming 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 Manish R. Bubna (DIN: 00137394),
Whole-time
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
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

In terms of Section 2(51) and Section 203 of the Companies Act, the
following are the KMPs of the Company as on 31st March, 2025:
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 Mr Jetkin Gudhka, Company Secretary & Compliance Officer

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 2024-25 viz 10 May, 2024, 23 July,
2024, 25 October, 2024 & 24 January, 2025.
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, 2025,
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
https://shardacropchem.com/announcement/

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As required by Section 135 of the Companies Act, 2013, the Company is
required to spend Rs 7,17,64,185/- towards CSR activities out of which during the
financial year 2024-25, the Company has spent Rs 7,29,80,181/- 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.
TheRiskManagementframeworkdefinesthe risk management approach of the Company and includes
collective 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.: https://
shardacropchem.com/wp-content/uploads/2025/05/FY-24-25-Q4-Risk-Management-Policy.pdf

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 &
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, if any, and to deal with instances of fraud and mismanagement. The
Whistle-blower
Policy has been posted on the Company's website at https://
shardacropchem.com/wp-content/uploads/2025/05/ Whistle-Blower-Policy.pdf

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
(PREVENTION, PROHIBITION 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 https://shardacropchem.com/wp-content/
uploads/2025/05/Policy-on-Prevention-of-Sexual-Harassment-at-Workplace.pdf The Policy was
last updated on 24 January, 2025. The Company has not received any complaint of sexual
harassment during the Financial Year 2024-25.

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. S H B A & CO LLP (Formerly known as 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. JMJA &
Associates LLP, a firm of Company Secretaries in Practice to conduct the Secretarial Audit
of the Company for the Financial Year 2024-25.
The Secretarial Audit Report is annexed as Annexure 
3 and the report does not contain any qualification, reservation,
adverse remark or disclaimer.

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. JMJA & Associates 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 31st March, 2025 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 2024-25.
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 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)

  

    
Particulars
    
Year ended 31 March, 2025
    
Year ended 31 March, 2024
  
  

    
Foreign Exchange
    
3,50,340.78
    
3,14,873.88
  
  

    
Earnings
    

    

  
  

    
Foreign Exchange
    
2,90,132.96
    
2,64,328.39
  
  

    
Outgo
    

    

  


2) Maintenance of Cost Record:


Pursuant to Section 148 of the Companies Act, the Company has
maintained the Cost Accounting Records for 2024-25. 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:


Duri ng the year under review, CRISIL has reaffirmed 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
  
  

    

    
Sd/-
  
  

    

    
RAMPRAKASH V. BUBNA
  
  

    
PLACE: MUMBAI
    
CHAIRMAN & MANAGING DIRECTOR
  
  

    
DATE : 14 MAY, 2025 (DIN: 00136568)