Mangalore Chemicals & Fertilizers Ltd

2. DIVIDEND

The Board of Directors recommended a dividend of INR 1.50 (15%) per equity share of INR 10 each. The Dividend Distribution Policy is available on the website of the Company i.e. https://www.mangalorechemicals.com/ assets/frontend/pdfs/16DividendDistributionPolicvNew.pdf

3. REVIEW OF OPERATIONS

The revenue from operations for the year ended March 31, 2025 was INR 3,331.90 crore as compared to INR 3,795.44 crore for the year ended March 31, 2024.

The profit before tax for the year ended March 31, 2025 was INR 206.05 crore as compared to INR 240.67 crore for the year ended March 31, 2024. Total Comprehensive Income stood at INR 142.78 crore for the year ended March 31, 2025 compared to INR 154.27 crore for the year ended March 31, 2024.

4. PRODUCTION Urea

Your Company achieved production of 4,43,322 MTs during the year against the reassessed capacity of 3,79,500 MTs compared to 4,34,697 MTs during the previous year with necessary approval.

Phosphatic Fertilizers

Your Company produced 3,25,135 MTs of Phosphatic Fertilizers during the year compared to 3,20,423 MTs in the previous year, based on the availability of raw materials.

Ammonium Bi-Carbonate (ABC)

Your Company has produced 13,130 MTs of ABC during the year compared to 12,490 MTs in the previous year.

5. SALES

During the year, your Company sold 4,42,926 MTs of Urea compared to 4,34,700 MTs in the previous year. Sale of manufactured Phosphatic Fertilizers were 3,06,986 MTs compared to 3,20,425 MTs in the previous year. Sale of imported fertilizers were 35,368 MTs against 1,16,403 MTs in the previous year.

Sulphonated Naphthalene Formaldehyde (SNF)

The Company sold 15,557 MTs of SNF during the year, compared to 13,800 MTs in the previous year. The Company has continued with new product variants for applications in newer areas to improve plant utilization, in order to de-risk its focus on construction chemical industry.

Agri Advisory Service

The Company provides a comprehensive range of Agri Advisory Services designed to educate and inform farmers and Agri input dealers on various topics, including fertilizer use efficiencies, integrated nutrient management, soil health and other agricultural techniques. To accomplish this, it regularly organize market development programs that cater to both farmers and dealers. These programs include its Farmer-Connect initiatives such as Soil Health Days, Farmers Meetings, Crop Seminars, Method Demonstrations, Field Days and Intensive Farmer Connect Programs. Additionally, the Company actively engage with rural school children through its "Mangala Raitha Prathibe" project, aiming to educate them about farming and modern agriculture, thereby inspiring them to pursue agriculture as a profession or develop a connection with the agricultural sector. Expansion of Sulphuric Acid Production Capacity The Sulphuric Acid production expansion project is progressing and it is scheduled for completion in Q2 of FY26. The sulphuric acid shall be used for captive consumption for production of NP 20:20:00:13 and other products, substituting import / purchase of the acid significantly. Surplus steam generated from the sulphuric acid plant shall be utilized in Urea production.

Certification of ISO 50001 : 2018 Energy Management System

Company has been certified under ISO:50001:2018 for energy management system. The certification marks a significant step forward in the Company's commitment to sustainable operations, energy efficiency and continual improvement.

6. WORKING CAPITAL

The subsidy receivables decreased during the year on account of improved liquidity despite hardening commodity prices and volatile foreign exchange rates. The estimated interest cost on account of delay in subsidy payment was INR 6.28 crore for the year 2024-25.

7. FERTILIZER POLICY

The New Pricing Scheme is notified by Government of India [GOI] for Urea and various policies are issued from time to time under the Scheme and we are governed by the extant policy guidelines.

The Nutrient Based Subsidy Scheme (NBS) was introduced by the GOI with effect from April 1, 2010 after de-controlling the DAP/complex fertilizers, where annual/bi-annual concession rates are announced leaving the market realization to reflect the fluctuations in respective commodity prices. However, the GOI is monitoring the market realization with guidelines and its reasonableness.

8. SAFETY, HEALTH, ENVIRONMENT AND POLLUTION CONTROL

Safety

During the year, periodic audits of Safety, Health and Environment Management System were carried out by M/s. Det Norske Veritas (DNV).

Your Company has taken measures to further strengthen safety systems inside the factory.

• 5 Nos. of Ammonia gas detectors were installed at the Synthesis Gas Wash Column area in the Synthesis Gas Compressor House in Ammonia Plant. Also, the old control panel of the Ammonia detection system in the Main Control Room, was replaced with a new PLC- based control panel. Newly installed Ammonia gas detectors as well as the existing ammonia gas detectors in Ammonia and Urea plants were connected to the new control panel.

• 3 Nos. of Natural Gas leak detectors were installed at the Natural Gas (NG) Mass Flow Meter area near NG Pressure Reducing Station.

• 1 No. of each gas leak detectors for Methane, Hydrogen and Carbon Monoxide gases were installed in the Mass Spectrometer Room, Ammonia Plant. The detectors are connected to the existing NG leak detection system control panel in the Main Control Room to give alarm in the event of any gas leak.

• Gas Detection system consisting of 2 Nos. each gas leak detectors for LPG, Hydrogen and Acetylene gases were installed in the newly built Gas Cylinder Storage Sheds in Stores Yard. The detectors are connected to a control panel installed in the Stores Yard office room to give alarm in the event of any gas leak. Alarm indication in the control panel is also connected to our existing addressable fire alarm system to receive alarm during non-working hours of the Stores Yard office.

• Emergency water spray system was provided for the new Gas Cylinder Storage Sheds in the Stores Yard area.

• 22 Nos. of obsolete portable radios were replaced with new intrinsically safe portable radios.

• Horizontal anchorage lifeline system was installed at the HSD Road Tanker Unloading Area, adjacent to HSD Pump House near CPP.

• Revamped fire hydrant system for the main plant was commissioned in November 2024. The revamped fire hydrant system covers Ammonia Plant, Urea Plant, Utilities, Urea Bagging Plant, Imported Fertilizer Handling Facility, Main Plant Substation, Extra High Volage Substation, Stores, Stores Yard and Workshop areas. New header pipes have been laid and pumping capacity has been enhanced considering the expansions. Additional 2 Nos. of 410 m3/hr capacity pumps have been installed, backed by 2 Nos. of engine driven pumps as stand-by. All hydrant posts in Ammonia, Urea plants have been changed to double-hydrant posts at 30 mtr distance apart.

Third party safety audit of the entire factory was carried out. Extensive training programs related to fire prevention and basic firefighting, usage of breathing apparatus, usage of personal protective equipment, emergency management, work permit system, Safety, Health and Environment management system, were organized for employees. Internal Auditor Training on ISO-14001:2015 and ISO 45001:2018 standards by M/s. DNV was organized for a batch of 26 employees. Regular mock drills were conducted to check the emergency preparedness. Promotional campaigns like National Safety Day, Fire Service Week and Chemical Disaster Prevention Week were undertaken. Firefighting training is being conducted regularly to train the employees and also contractors' workman.

The Company has conducted a public awareness programme regarding operations of the Company and handling the emergency situations at NITK, Surathkal.

The Company was awarded Safety award for the "Best Safe Industry (1^st Prize) - Large Industries category" in the State Level Safety Awards - 2025 instituted by the Department of Factories, Boilers, Industrial Safety and Health, Govt. of Karnataka.

Medical services

Periodical medical examinations for 2024-25 were conducted for all employees which included general physical examination, systemic examination and laboratory investigations. Special tests like Pulmonary function test, Audiometry and Vision test were also conducted for identified employees exposed to the hazards as per Statutory requirement.

Medical examination of the canteen workers was conducted covering tests for communicable diseases. Employees of Ammonium Bi Carbonate Plant were examined for communicable / skin diseases and were immunized against diseases like Hepatitis B, Typhoid and Tetanus as per schedule.

Health awareness programme on subjects like ergonomics- good working practices, heart attack and management of high cholesterol, cancer-facts and myths were conducted by experts for employees and contract employees.

First aid training programmes were conducted for employees and contract workers regularly by professional faculty. Awareness programmes on "Health and Personal Hygiene" were conducted regularly for canteen workers and ABC plant employees.

Environmental management

As an ISO 14001 certified Company, many environmental management programs have been implemented to improve the environmental performance of the Company. The Company was conferred with the prestigious Best Environment Protection Award for a Nitrogenous Fertilizer Plant at the 60^th annual seminar of the Fertilizer Association of India, held in December 2024 at New Delhi.

Switching over to NG as feedstock and fuel from naphtha and furnace oil in December 2020 has reduced Sulphur Dioxide & CO₂ emissions.

Your Company has achieved zero liquid discharge status in 2010 by upgrading its effluent and sewage treatment plants to recover and reuse the treated waters. The rainwater harvesting system and sewage treatment plants are already installed at township for employees. In addition to the existing 64 acres of green belt in manufacturing site, your Company has planted 3,000 saplings during 2024-25.

Environmental Management System (EMS) in line with the new version, ISO 14001:2015 was adopted during the year 2017 and was recertified by M/s. Det Norske Veritas, Bangalore during the year 2020. Your Company has installed Continuous Ambient Air Quality Monitoring (CAAQM) station inside factory premises for continuous monitoring of ambient air quality. Your Company has also installed Continuous Online Monitoring Systems in Urea prill tower, Di Ammonium Phosphate plant stack, Sulphuric Acid plant stack. Online analyser for Nox measurement in Captive Power Plant stacks and main plant Boiler stacks were installed and commissioned during the year 2020-21 as per the Central Pollution Control Board (CPCB) guidelines.

Data from all the online analysers are continuously being transmitted to CPCB.

In-house Environment Laboratory at factory has been assessed and accredited in accordance with standard ISO/ IEC 17025:2017 by National Accreditation Board for Testing and Calibration Laboratories (NABL). Lighting in the entire complex including hazardous area lighting has been now converted to LED lighting. Over 5,750 LED light fittings were installed over past three years with focus on reducing energy consumption. Installed "Solar water heater" for our Industrial canteen. The Company has installed roof top solar PV plant of capacity 251.23 KWP. "E-waste Collection Facility" has been provided inside factory and also at MCF Township for collection and disposal of E-waste generated in a scientific manner. A Biogas plant installed to generate cooking gas from canteen food waste is operational and is contributing towards savings of natural resources. Company has installed organic waste composting facility at its township to treat the wet waste generated in the colony houses.

The Company has registered itself with CPCB with respect to Plastic Waste Management Rule 2016 as a brand owner and importer and has engaged a waste management agency for collection, transportation and recycling of the plastic waste generated in the market where the Company is operating. EPR requirements under Plastic Waste Management Rules notified by CPCB is being complied with.

The Company has installed and commissioned highly efficient oxidizing biocide generating system based on most advanced technology available in market to produce chlorine dioxide for treatment of circulating water of cooling tower, replacing the conventional generators. It has improved the circulating water quality further, reduced blow down quantity and hence generation of trade effluent.

A biodiversity study was conducted across MCF factory and its outskirts by a third party agency revealed a vibrant and resilient ecosystem. The premises supports diverse native flora and fauna, with mature tree canopies providing habitat for birds, butterflies and essential pollinators. This thriving green cover enhances ecological balance, supports biodiversity and contributes to climate change mitigation through carbon sequestration.

Green Power

Your Company has taken up initiative by commissioning Roof Top Solar Photo Voltaic System with a capacity of 251.23 kwp at plant in Mangalore in January 2019. During the year, 2,66,390 kWh and since commissioning, 19,02,338 kWh, of solar power was generated.

9. ANNUAL RETURN

Annual Return referred to in Section 92(3) of the Companies Act, 2013 will be available on the website of the Company

i.e. https://www.mangalorechemicals.com/investor/annual return

10. MEETINGS OF THE BOARD AND AUDIT COMMITTEE

a) BOARD MEETINGS

During the year, five Board Meetings were held on May 23, 2024, July 29, 2024, October 28, 2024, November 25, 2024 and February 04, 2025. The details of the composition of the Board and attendance of the Directors at the Board Meetings are provided in the Corporate Governance Report attached as Annexure 5.

b) AUDIT COMMITTEE

During the year under review, six Audit Committee Meetings were held and all the recommendations of the Audit Committee were accepted by the Board. The details of the composition of the Audit Committee and details of committee meetings are given in the Corporate Governance Report attached as Annexure 5.

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively;

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

12. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS & MEETING OF THE INDEPENDENT DIRECTORS

The Company has received declaration of independence from the Independent Directors and the same have been noted by the Board of Directors in its meeting held on May 07, 2025. Separate meetings of the Independent Directors were held on May 23, 2024 and November 25, 2024.

13. DIRECTORS & KEY MANAGERIAL PERSONNEL

Mr. Marco Wadia (DIN: 00244357), was appointed as a Nonexecutive Independent Director effective 13.05.2022 for a period of three years. Accordingly, the first tenure of Mr. Marco Wadia would end on May 12, 2025. It is proposed to re-appoint Mr. Marco Wadia as a Non-executive Independent Director for a further period of 5 years from May 13, 2025 up to May 12, 2030, not liable to retire by rotation, subject to approval of the members by way of special resolution at the ensuing General Meeting or through postal ballot.

Mr. Akshay Poddar (DIN: 00008686) is retiring by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

There was no change in Chief Financial Officer and Company Secretary of the Company during the year under review.

In the opinion of the Board of Directors, all the Independent Directors possess requisite expertise and experience on the roles, rights and responsibilities of Independent Directors.

14. DIRECTORS TRAINING & FAMILIARIZATION

The Company, in compliance with Regulation 25(7) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, formulates programs to familiarize new Independent Directors inducted on the Board with the Company, nature of the industry, business model and their roles and responsibilities.

15. PERFORMANCE EVALUATION

Pursuant to the provisions of the Section 134, 178 and Schedule IV of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the following performance evaluations were carried out:

a. Performance evaluation of the Board, Chairman and nonIndependent Directors by the Independent Directors;

b. Performance evaluation of the Board, its committees and Independent Directors by the Board of Directors; and

c. Performance evaluation of every Director by the Nomination and Remuneration Committee.

The evaluation process covered adequacy of the composition of the Board and its Committees, disclosure of information to the Board and Committees, performance of duties and obligations, governance parameters, participation of the members of the Board/Committees and fulfilment of independence criteria and maintaining independence from the management by the Independent Directors.

Based on the evaluation done by the Directors, the performance of the Board, its Committees and the Directors was satisfactory and the quality, quantity and timeliness of flow of information between the management and the Board was appreciable.

16. NOMINATION AND REMUNERATION POLICY

Based on the recommendation of the Nomination and Remuneration Committee, the Board has approved the Nomination and Remuneration Policy. The Nomination and Remuneration Policy provides for constitution & role of Nomination and Remuneration Committee, guidelines on procedure for appointment/removal of Director, Key Managerial Personnel or at Senior Management level, recommendation for remuneration, compensation and commission to be paid to the Managing Director/Whole- time Director/Non-executive Directors and carrying out evaluation of performance of every Director and Key Managerial Personnel.

The Nomination and Remuneration Policy is placed on the website of the Company i.e. https://www. mangalorechemicals.com/assets/frontend/pdfs/8Nominatio nandRemunerationPolicvNew.pdf

17. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

The Company does not have any subsidiary, associate or joint venture.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the provisions of the Companies Act, 2013 the Board of Directors have constituted a CSR Committee. Based on the recommendation of the CSR Committee, the Company has formulated a comprehensive CSR policy. During the year under review, two CSR Committee Meetings were held. The details of the composition of the CSR Committee and details of committee meetings are given in the Corporate Governance Report attached as Annexure 5.

A report on the Corporate Social Responsibility activities carried out by the Company during the year 2024-25 is attached to this report as Annexure 1.

19. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has established a vigil mechanism through Whistle Blower Policy and the Audit Committee of the Company is responsible to review periodically the efficient and effective functioning of the vigil mechanism, to deal with instances of fraud and mismanagement and suspected violations if any, of the Company's Code of Business Conduct and Ethics.

The Whistle Blower Policy provides for adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of the employees and the Company. The Whistle Blower Policy is placed on the website of the Company i.e., https://www.mangalorechemicals. com/assets/frontend/pdfs/11WhistleBlowerPolicvnew.pdf

20. RISK MANAGEMENT

The Company has the requisite processes and procedures in place to identify and assist in minimizing exposure to risk that threaten the existence of the Company. Based on the recommendation of the Risk Management Committee, the Board has put in place a risk management policy to monitor and review potential risks.

The heads of departments regularly review and assess the departmental policies/procedures and identify risks, perform analysis of the frequency and severity of potential risks, select the best techniques to manage risk, implement appropriate risk management techniques and monitor, evaluate and document results.

21. LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013 during the year. The details of the investments made by Company are given in the notes to the financial statements.

22. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the year were at arm's length. All related party transactions were approved by the Audit Committee and the Board of Directors. The details of related party transactions as per Form AOC-2 is enclosed as Annexure 2 to the Directors' Report. There were no related party transactions made by the Company with the Promoters, Directors and Key Managerial Personnel which may have a potential conflict with the interest of the Company at large.

23. DEPOSITS

The Company has not accepted any deposits in the past or during the year.

24. STATUTORY AUDIT

The Statutory Auditors, M/s. PKF Sridhar & Santhanam LLP, were appointed to hold office from the conclusion of 55^th Annual General Meeting till the conclusion of 60^th Annual General Meeting of the Company.

25. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s. Kedarnath & Karthik, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the year 2024-25. The Secretarial Audit report is annexed herewith as Annexure 3.

26. COST RECORDS & COST AUDIT

The Company is required to maintain cost records as per Section 148(1) of the Companies Act, 2013, and accordingly such accounts & records are made and maintained. The Company has appointed Mr. Y K Venkatesh, Cost Accountant, Membership No. 5294, as the Cost Auditor for the year 2024-25. The Cost Audit Report for the year ended March 31, 2024 was filed by the Company with the Ministry of Corporate Affairs on August 27, 2024.

27. AUDITORS' REPORT

There were no qualifications, reservations or adverse remarks made by the Statutory Auditor, Secretarial Auditor and Cost Auditor in their respective reports. No frauds have been reported by the Auditors during the year.

28. MATERIAL CHANGES & COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

29. SIGNIFICANT & MATERIAL ORDERS

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.

30. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has adequate systems of internal control in place, which is commensurate with its size and the nature of its operations. The Company has designed and put in place adequate Standard Operating Procedures and Limits of Authority Manuals for conduct of its business, including adherence to Company's policies, safeguarding its assets, prevention and detection of fraud and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

These documents are reviewed and updated on an ongoing basis to improve the internal control systems and operational efficiency. The Company uses a state-of-the- art ERP (SAP) system to record data for accounting and managing information with adequate security procedure and controls.

31. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure 4 attached to this report.

33. DISCLOSURE AS PER SECTION 22 OF THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The details of the receipt of the complaints and redressal are given below:

i. number of complaints of sexual harassment received in the year - nil

ii. number of complaints disposed off during the year - nil

iii. number of cases pending for more than ninety days - nil

34. DISCLOSURE WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961

The Company has complied with the provisions relating to the Maternity Benefit Act 1961.

35. CORPORATE GOVERNANCE

The Company is committed to good corporate governance practices. The Board endeavors to adhere to the standards set out by the Securities and Exchange Board of India (SEBI) on corporate governance practices and accordingly has implemented all the mandatory stipulations.

A detailed Corporate Governance Report in line with the requirements of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 regarding the corporate governance practices followed by the Company and the certificate from Practicing Company Secretary relating to compliance of mandatory requirements along with Management Discussion and Analysis report are given as Annexure 5 and 6 respectively. A statement regarding opinion of the Board, with regard to integrity, expertise and experience (including proficiency) of the Independent Directors appointed during the year is given in Corporate Governance Report annexed as Annexure 5.

36. OTHER DISCLOSURES UNDER RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014 AND SCHEDULE V OF SEBI (LISTING OBLIGATIONS & DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

No application was made or any proceedings filed against the Company under the Insolvency and Bankruptcy Code, 2016 during the Financial Year 2024-25. The Company has not given any Loans and advances in the nature of loans to firms/companies in which Directors are interested. There were no one time settlement against any of the loan availed by the Company from the Banks or Financial Institutions during the Financial Year 2024-25.

37. DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013

Details pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, are provided in Annuexure 7 to this report. However, in terms of Section 136 of the Companies Act, 2013, this report is being sent to all the members of the Company excluding the information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said particulars are available for inspection by the Members at the Registered Office of the Company.

38. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to amended Regulation 34(2)(f) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Business Responsibility and Sustainability Report is annexed as Annexure 8.

39. COMPOSITE SCHEME OF ARRANGEMENT

The Board of Directors at its meeting held on February 07, 2024 approved the composite scheme of arrangement amongst the Company, Paradeep Phosphates Limited and their respective shareholders and creditors ("Scheme") under Sections 230 to 232 of the Companies Act, 2013. Pursuant to the observations made by SEBI, limited modifications was carried out to the Scheme and accordingly the modified scheme was placed before the Board at its meeting held on November 25, 2024 and the same was approved. The BSE Limited and National Stock Exchange of India Limied, have issued their no adverse observation letter and no objection letter on February 27, 2025 and February 28, 2025 respectively. As on the date, the Company is in process of obtaining the other regulatory approvals.

The Scheme along with the relevant documents are available on the website of the Company.

40. ACKNOWLEDGEMENT

Your Directors take this opportunity to acknowledge the continued support and co-operation extended by the Shareholders.

Your Directors thank the Company's clients, vendors, investors and bankers for their support. Your Directors also wish to place on record their appreciation of the excellent performance of the employees.

Your Directors express their gratitude to the Government of India, the State Governments, the Customs and Excise Departments and other government agencies for their support and look forward to their continued support in the future.

For and on behalf of the Board of Directors,

Akshay Poddar Chairman

DIN: 00008686

May 07, 2025