Phoenix Overseas Ltd

To

The Members Phoenix Overseas Limited

Your Directors are pleased to present their 22^nd Annual Report and the Company's Audited Financial Statement for the financial year ended 31st March 2025.

1. FINANCIAL SUMMERY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY

The Financial Results for the year ended March 31, 2025 and the Corresponding Figure for the previous year are as under:

The above figures are extracted from the audited standalone and consolidated financial statements as per Indian Accounting Standards. Equity shares are at face value of Rs. 10/- per share.

2. TRANSFER TO RESERVES

We do not propose to transfer any amount to general reserve.

3. DIVIDEND

Your Directors are of the view that your Company is currently on the path of growth which requires higher capital deployment to fund the businesses hence need to conserve resources. Keeping in view the objective, Directors are pleased to recommend a final dividend of Re. 0.60/- per share of face value of Rs. 10/- each for the year 2024-25.

4. STATE OF COMPANY'S AFFAIRS

Your Directors are pleased to share the financial performance achieved by the Company during socio-political turbulence in Bangladesh. During the FY2025:

Revenue from operations at 48,795.38 lakhs in FY 25 as compared to 54,837.39 lakhs in FY24, translating to a decline of 11.01% on consolidated basis. PAT at 548.47 lakhs in FY 25 as compared to 538.39 lakhs in FY 24, growth of 1.87% on consolidated basis. PAT at 549.10 lakhs in FY 25 as compared to 538.68 lakhs in FY 24, growth of 1.93% on standalone basis.

5. CHANGE IN THE NATURE OF BUSINESS

There is no Change in the nature of the business & operation of the Company done during the year under review.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred during the period from the end of the financial year to which the financial statement related till the date of this report except.

7. MEETINGS OF THE BOARD OF DIRECTORS

The Meetings of the Board of Directors are pre-scheduled and intimated to all the Directors in advance, in order to enable them to plan their schedule. However, in case of special and urgent business needs, approval is taken either by convening Meetings at a shorter notice with consent of all the Directors or by passing a Resolution through Circulation. There were 9 (Nine) Meetings of the Board of Directors held during the Financial Year 2024-25. The maximum gap between any two consecutive Board Meetings did not exceed 120 (One Hundred Twenty) days.

8. SHARE CAPITAL AND INITIAL PUBLIC OFFERING OF YOUR COMPANY

The Company has successfully completed the maiden Initial Public Offer (IPO). In the IPO, the offer size in terms of number of equity shares is 56,30,000 out of which 10,50,000 equity shares are offered by the promoters of the company as offer for sale. Net fresh offer to the public will be of 45,80,000 equity shares of 10/- each was offered by the Company for subscription at an issue price of 64/- per shares. The issue was opened for subscription on September, 20, 2024 and closed on September 24, 2024. The Board has allotted 56,30,000 Equity Shares of 10/- each to the successful applicant on September 25, 2024. The equity shares of the Phoenix got listed on September 27, 2024 on the National Stock Exchange of India Ltd of Emerge Platform (“NSE Emerge”). As on March 31, 2025, share capital of the Company was 1,93,46,018 equity Shares of face value of 10 each. Your Company's Equity Share Capital position as at the beginning of the financial year 2024-25 (i.e., as on April, 1, 2024) and as at the end of the said financial year (i.e., as on March, 31, 2025) was as follows:

# During the year under review the company has issued bonus share to the shareholders of the company at the ratio of 1:2 for every 49,22,006 equity shares.

9. ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION

During the FY2024-25, the Company has increased its authorised capital from Rs. 15.00 Crores to Rs.25.00 Crores and consequently altered its capital clauses in the Memorandum of Association, further the company has adopted new sets of Articles of Association as per Companies Act, 2013.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of your Company comprised of the following Directors & KMP, as on March 31, 2025:

During the year under review Mr. Ranajit Kumar Mondal (DIN-06430495) was appointed as Independent Director under section 149(6) of the Companies Act, 2013 on 15.04.2024. Further Mr. Abhishek Chakraborty was appointed as company secretary and compliance officer, and Mr. Kingshuk Basu was appointed as chief financial officer of the company with effect from 01.05.2024. Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Uday Narayan Singh (DIN: 00722449), director, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for reappointment. Necessary resolution for his re-appointment is included in the Notice of AGM for seeking approval of Members. The Directors recommend his re-appointment for your approval.

11. INDEPENDENCE & OTHER MATTERS PERTAINING TO INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 134(3) (d) of the Companies Act, 2013, disclosure is hereby given that your Company has received declaration/confirmation of independence from all its Independent Directors, pursuant to Section 149(7) of the Companies Act, 2013 as amended from time to time, and the same have been noted and taken on record by the Board, after undertaking due assessment of the veracity of the same. All the Independent Directors of your Company have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013. All the Independent Directors of your Company are registered with the Indian Institute of Corporate Affairs, Manesar (“IICA”) and have their name included in the ‘Independent Directors Data Bank' maintained by the IICA. The status of Proficiency Test of the Independent Directors conducted by IICA is as follows:

12. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

The Program intends to provide insights into your Company so that the Independent Directors can understand your Company's business in depth and the roles, rights, responsibility that they are expected to perform / enjoy in your Company to keep them updated on the operations and business of your Company thereby facilitating their active participation in managing the affairs of your Company. In addition to the above, Directors are periodically advised about the changes effected in the Corporate Law, SEBI (LODR) Regulations, 2015 with regards to their roles, rights and responsibilities as Directors of your Company. To familiarize a new Independent Director with the Company, its policies and procedures, a familiarize kit containing informative documents about the Company like past five years Annual Reports, Memorandum and Articles of Association, Company's Code of Conduct, presentation on financial and operational highlights etc. are provided to him/her. The Company has uploaded its Familiarization Programme for Independent Directors on the website of the company: https://phxglobal.net/wp-content/uploads/2025/04/Familiarization-Programme-2024-25.pdf.

13. APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for the selection and appointment of Directors and Senior Management Personnel and their remuneration. The Remuneration the Company's policy relating to the Directors appointment, payment of remuneration and discharge of their duties is available on the website of the Company at https://phxglobal.net/wp-content/uploads/2024/08/Nomination-and-Remuneration-Policy.pdf.

14. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There was no unpaid/unclaimed dividend hence the provisions of Section 125 of the Companies Act, 2013 do not apply.

15. MEETING OF THE INDEPENDENT DIRECTORS

During FY 2024-25, one meeting of Independent Directors was held without the presence of the Executive Directors or Management Personnel on March 28^th, 2025. At such meeting, the Independent Directors have discussed, among other matters, growth strategies, flow of information to the Board, strategy, leadership strengths, compliance, governance and performance of Executive Directors.

16. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise was carried out to evaluate the performance of individual Directors, including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment there by safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The board also carried out an annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as stakeholder relationship committee. The Directors expressed their satisfaction with the evaluation process

17. DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT

There are nil shares in suspense account.

18. DEPOSITS

Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 [(i.e., deposits within the meaning of Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014)], during the Financial Year 2024-25. Thus, the details of deposits required as per the provisions of the Companies (Accounts) Rules, 2013 are as follows:

19. DEPOSITORY SYSTEM

Your Company's Equity Shares are available for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN Number of your Company for both NSDL and CDSL is INE0FPO01018.

20. SCHEME OF AMALGAMATION / ARRANGEMENT

During the Financial Year 2024-25, your Company has not proposed or considered or approved any Scheme of Merger / Amalgamation /Takeover / Demerger or Arrangement with its Members and/or Creditors.

21. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE FINANCIAL YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the Financial Year 2024-25, there was no application made and proceeding initiated / pending by any Financial and/or Operational Creditors against your Company under the Insolvency and Bankruptcy Code, 2016. As on the date of this Report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

22. ONE TIME SETTLEMENT WITH BANKS

The Company has not made any settlement with the banks or financial institutions.

23. LISTING WITH STOCK EXCHANGES

Your Company is listed with National Stock Exchange of India Limited. Your Company has paid the listing fees to the Exchanges.

24. COMMITTEES OF THE BOARD

A. AUDIT COMMITTEE

The Audit Committee of the Board comprises of:

During the year under review, there has been no instance where the recommendations of the Audit Committee have not been accepted by the Board. The details of the Audit Committee and its meetings are provided in the Report on Corporate Governance, which forms part of this Annual Report.

B. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Board comprises of:

The details of the Nomination and Remuneration Committee and its meetings are provided in the Report on Corporate Governance, which forms part of this Annual Report.

Annual Report 2024-25

C. STAKEHOLDERS RELATIONSHIP COMMITTEE & INVESTOR GRIEVANCE COMMITTEE The Stakeholders Relationship Committee of the Board comprises of:

The details of the Nomination and Remuneration Committee and its meetings are provided in the Report on Corporate Governance, which forms part of this Annual Report.

D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social responsibility Committee of the Board comprises of:

The details of the Corporate Social responsibility Committee and its meetings are provided in the Report on Corporate Governance, which forms part of this Annual Report.

E. INTERNAL COMPLAINTS COMMITTEE

25. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy and technology absorption are not applicable to the Company as the Company is engaged in the trading activities. Further, the foreign exchange earnings and outgo for the financial year ended March 31, 2025 in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in the prescribed format are annexed hereto and forms part of this report.

26. STATUTORY AUDITORS

M/s. Jain Seth & Co. Chartered Accountants (FRN No: 002069W) be entitled to hold office as statutory auditor of the company up to the conclusion of the 26th Annual General Meeting of the Company as approved by the shareholders at the AGM held on September 12, 2024. As required under Regulation 33 of SEBI (LODR) Regulations, 2015, M/s. Jain Seth & Co. Chartered Accountants confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The Auditors' Report for the financial year ended 31st March, 2025 on the financial statements of the Company is a part of this Annual Report. There is no qualification, reservation or adverse remark made by the Statutory Auditors in their report. The Auditors have not reported any incident of fraud in terms of Section 143 (12) of the Act. The Notes on Financial Statements referred to in the Auditors' Report are self- explanatory and do not call for any further comments.

27. SECRETARIAL AUDIT REPORT

In accordance with provisions of Section 204(1) of the Companies Act, 2013, the Company had appointed M/S TP & Associates, Practicing Company Secretaries to conduct the secretarial audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report for the financial year ended on March 31, 2025, is annexed herewith to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

28. COST RECORDS AND COST AUDITORS

The provision for conducting Cost Audit and or maintaining Cost Record as per the Act does not apply to your Company during the financial year under report.

29. RESPONSES TO QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS & DISCLAIMERS MADE BY THE STATUTORY AUDITOR AND THE SECRETARIAL AUDITOR OF THE COMPANY

There are no qualifications, reservations, adverse remarks and disclaimers of the Statutory Auditors in their Auditors' Reports (Standalone and Consolidated) on the Financial Statements for the Financial Year 2024-25. There are no qualifications, reservations, adverse remarks and disclaimers of the Secretarial Auditors in their Secretarial Audit Report for the Financial Year 2024-25.

30. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby stated that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) The Directors 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 and loss 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 this Act 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 were operating effectively; and (f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

31. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT

The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board. Internal Audit is conducted by an Independent Professional Firm of Chartered Accountants. The Internal Audit Reports are reviewed and discussed with the senior management team. The measures as suggested by the Audit Committee are implemented as per the direction of the Audit Committee. The controls comprise of: a) Officials of the Company have defined authority and responsibilities within which they perform their duty; b) All the Banking transactions are under joint authority and no individual authorization is given; c) Maker-checker system is in place. d) Any deviations from the previously approved matter require fresh prior approval. M/s. Nawalgaria Sandeep & Co, Chartered Accountants, appointed to carry out Internal Audit of the Company for the FY 2024-25.

32. ANNUAL RETURN

The Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 of your Company for the financial year under review will be available at https://www.phxglobal.net/.

33. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized as per the provisions of Section 186 of the Companies Act, 2013 are disclosed in the notes to account to the financial statements for the financial year 2024 25.

34. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were on an arm's length basis and in the ordinary course of business. All transactions with related parties are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the RPTs, which are foreseeable and repetitive. A statement giving details of all RPTs are placed before the Audit Committee and the Board of Directors. Further the members may note that your Company has not entered into Contracts/arrangement/transactions which are not at arm's length basis or in the ordinary course of business. The particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 is annexed hereto and forms part of this report in the Form AOC-2.

Further, pursuant to revised Regulation 23 of the SEBI Listing Regulations, none of the related party transactions are material related party transaction as defined in the said Regulation. The details of related party transactions are disclosed in the notes to the financial statements. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website https://phxglobal.net/wp-content/uploads/2025/05/Related-Party-Policy.pdf.

35. SUBSIDIARY COMPANIES

During the Financial Year 2024-25, no company has ceased to be a Subsidiary of your Company. A recently established wholly owned subsidiary has become a part of the company. Your Company had two subsidiaries company as defined under Section 2(87) of the Companies Act, 2013 during the Financial Year 2024-25:

KBC Solvex Private Limited is the Subsidiary of your Company throughout the Financial Year 2024-25, in which your Company holds 66.67% of the Equity Share Capital as on March 31, 2025. Phoenix Biogen Private Limited newly established wholly owned subsidiary company. Further the company has two associates companies as defined under section 2(6) of the Companies Act, 2013 during the Financial Year 2024-25:

Your company holds 33.83% and 29% in BCL Bio Energy Private Limited and Resilient Strategic Advisors Private Limited throughout the Financial Year 2024-25. A statement containing the salient features of the financial statement of the subsidiary/joint venture Company/associates in the prescribed format AOC-1 is annexed herewith and forms part of this report.

36. VIGIL MECHANISM

To meets the requirement under Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations the Company has adopted a vigil mechanism named Whistle Blower Policy for directors and employees to report genuine concerns, which shall provide adequate safeguards against victimization of persons who use such mechanism. Under this policy, we encourage our employees to report any reporting of fraudulent financial or other information to the stakeholders, any conduct that results in violation of the Company's Code of Business Conduct, to management (on an anonymous basis, if employees so desire). Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employee who, based on the employee's reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the said investigation. The Whistle Blower Policy is displayed on the Company's website https://phxglobal.net/wp-content/uploads/2024/08/wistle-blower-policy.pdf.

37. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP)/EMPLOYEES

Disclosures relating to remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith and forms part of this Directors' report. The particulars of Managerial remuneration as stated in section 197(12) of the Companies Act, 2013 read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, is annexed herewith and forms part of this Directors' report.

38. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed on the Company's website at https://phxglobal.net/wp-content/uploads/2024/08/Code-of-Internal-Procedures-and-Policy-on-Prohibition-of-Insider-trading.pdf.

39. DISCLOSURES AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESS) ACT, 2013

The Company has zero-tolerance for sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has set up Internal Complaint Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 along with its relevant Rules. There was no complaint pending at the beginning and at the end of FY2024-25. No complaints have been received by the Committee during the FY2024-25.

40. MANAGEMENT DISCUSSION & ANALYSIS REPORT

In term of requirements of Regulation 34(2)(e) of SEBI (LODR) Regulation 2015, a “Management Discussion and Analysis Report” are set out as a separate section in this Annual Report which forms an integral part of this report.

41. CORPORATE GOVERNANCE

Our Company has been practicing the principles of good corporate governance as it is committed to maintain the highest standards of Corporate Governance and believes in conducting its business with due compliance. The Company has duly implemented the system of Corporate Governance and a separate report on Corporate Governance practices followed by the Company, forms an integral part of this Report.

42. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to provisions of Section135 of the Companies Act, 2013, every company having a Net Worth of Rupees Five Hundred Crore (Rs. 500 Crore) or more; or Turnover of Rupees One Thousand Crore (Rs. 1000 Crore) or more; or Net Profit is Rupees Five Crore (Rs. 5 Crore) or more during the immediately preceding financial year, is required to constitute a Corporate Social Responsibility Committee (“CSR Committee”) of the Board.

The provision became applicable to your company during the immediately preceding financial year 2024-25 as the company has reached threshold limit. The Company was required to spent as CSR obligation Rs. 9.38 Lakhs (Being 2% of the Average Net Profit of preceding three financial year) and consequently company has spent 9.38 Lakhs during the Financial Year 2024-25. The Company carries out CSR activities through trust i.e., BRIL Social Foundation registered with MCA. The Company's CSR Policy focuses on Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects. A separate report on Corporate Social Responsibility practices followed by the Company forms an integral part of this Report.

43. CREDIT RATING

During the year under review, Acuite Ratings & Research Limited has affirmed a credit rating of Acuite BBB-Stable on the Bank Loan facilities of the Company.

44. COMPANY RELATIONS

The company has maintained good industrial relations on all fronts. Your directors wish to place on record their appreciation for the honest and efficient services rendered by the employees of the company.

45. SECRETARIAL STANDARDS

The Board has ensured the compliances with the provisions of the applicable Secretarial Standards to the best of their knowledge.

46. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT 2013

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software.

47. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE 9 OF THE COMPANIES ACT 2013

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, The Company has appointed a designated person in a Board meeting and the same has been reported in Annual Return of the company.

48. ACKNOWLEDGEMENTS

The directors place on records their sincere appreciation for the assistance and co-operation extended by Bank, its employees, its investors and all other associates and look forward to continue fruitful association with all business partners of the company.