Rama Phosphates Ltd

The Directors hereby present their Fortieth (40th) Annual Report on the performance of Rama Phosphates Ltd. (the Company) together with the Audited Financial Statements for the Financial Year ('FY) ended March 31, 2025.

In retrospect, FY 25 was a year of continuing challenges, due to geopolitical conflict in Europe and heightened tensions in Middle East, coupled with high commodity prices which did moderate from their peak. Despite above challenges, we did overcome the adversities and achieved commendable performance during the year.

Keeping in view of the long term growth strategy and to ensure that shareholders get sustained return on their investments and considering growing working capital requirements, your Directors at their Board meeting held on 14th May, 2025, has recommended payment of Rs. 0.25 paisa (Rupee twenty five paisa only) per equity share i.e. 5% of the face value of Rs. 5 (Rupees five only) each as dividend for the financial year 2024-25. The payment of dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting ('AGM') of the Company and deduction of tax at source, as required under the law. The final dividend, if approved, would be paid to members whose names appear in the Register of Members as on the record date fixed for this purpose.

To broaden our shareholder base and increase the accessibility of our shares to a diverse range of investors, during the year under review, as a result of sub-division/split of existing 1 (one) equity share of the Company, having face value of Rs. 10/- (Rupees Ten only) each, into 2 (two) equity share having face value of Rs. 5/- (Rupees Five only) each. However, there was no percentage change in share capital of the company as on March 31, 2025. Post the stock split/sub-division, your Company's shares have become affordable thereby leading to doubling of the number of shareholders and contributing to the development of strong retail shareholder base.

During the year under review, performance of your Company is as under:

The yearly performance was driven by strong sales volume in fertilizer segment, operational excellence and favourable agricultural conditions.

Throughout the year, we have focussed on enhancing efficiencies across the three key areas - planning, procurement and production (3Ps) with the objective of improving our EBITDA margin.

During the year, the Company's revenue spurted by 23% from Rs.60,550.34 lakhs in FY 2024 to Rs.74,723.21 lakhs in FY 2025 due to improved sales in Single Super Phosphate ('SSP'), Sulphuric Acid and contribution from new products launches like UroSuper (Granular).

At the same time, EBITDA for FY 2025 stood at Rs.4696.61 lakhs as compared to negative ( Rs. 1,942.41 lakhs) in FY 2024 reflecting a significant turnaround in operational performance across all segments.

The PBT for FY 2025 stood at Rs.2555.80 lakhs making a substantial improvement from negative PBT of (f 4121.06 lakh) in FY 2024.

During the year, Company grabbed the opportunity and enhanced its sales performance by 11% on fertilizer front. This has resulted in increased revenue by 24.60% from Rs.44,859 lakhs to Rs.55,896 lakhs.

The revenue from sales realization increased to Rs.10,344 lakhs in the current year as against Rs.7,053 lakh achieved in previous year FY 2024 due to higher realization and buoyancy in chemicals market.

The finance cost during the year increased marginally from Rs.1,281.81 lakhs to Rs.1,320.58 lakhs due to optimum utilization of working capital funds to meet plant operational activities.

There was a marginal increase by 7.65% in employees cost also to Rs.3500.98 lakhs from Rs.3,208.39 lakhs due to annual increment.

Your Company's operating segment consisting of:

• Fertilizers

• Chemicals (Acid)

• Micronutrients

• Edible oil

• Import of P & K Fertilizers

All efforts were made by your Company with holistic approach for overall operational efficiencies by implementing various exercises viz., strict monitoring on raw material procurements at competitive prices, optimization of production, tight control on inventory etc.

Your Company continues to operate its manufacturing units in Indore (Madhya Pradesh), Pune (Maharashtra) and Udaipur & Nimbahera (Rajasthan) at optimum capacity. The Company maintains a strong balance sheet supporting financial stability and future growth initiatives.

This FY 2025 was a year of innovation, execution and expansion marked by our achievement as the FIRST COMPANY IN INDIA to introduce SAMPURN with +Mg. Your company have also launched new premium innovative product "UROSUPER" a pioneering combination of Urea and SSP to the farming community.

The Company achieved EBITDA of Rs.4696.61 lakhs against negative (f 1942.41 lakhs) in FY 2024, a significant turnaround owing to better operating margin and cost optimisation.

Considering our delivery efficiencies, the existing marketing tie-up with one of the PSUs, Hindustan Urvarak & Rasayan Limited (HURL) a leading Urea manufacturing Company for supply of approximately 1 lac MT of SSP is extended for this year also. Your company is fully committed to honour the same and explore markets in hinterland also.

For a short period of time during the year, GOI reintroduced freight subsidy also which augured well for increase in sales.

Over the year, the average price of one of our key raw material, Rock Phosphate declined from $ 144.65 PMT in FY 2024 to $ 131.75 PMT in FY 2025. However, the price of other raw material Sulphur increased sharply by 30% but has been compensated by commensurate increase in acid prices.

Recently, sulphuric acid prices went up subsequent to international demand surge from China, Indonesia and Morocco. The demand of Oleum 23% which is consumed in manufacturing of explosives, has shoot up due to increased focus on defence spending.

Across the fertilizer industry, FY 2025 witnessed a significant shortage of DAP due to various macroeconomic conditions and also lower supplies from China coupled with MRP restrictions affecting the viability of imports for domestic consumption. This has beneficial effect on our SSP fertilizer.

DAP production and imports declined by 12.12% and 17.95% respectively, while SSP production increased by 18.28% as compared to FY 2024. Simultaneously, sale of SSP increased by 8.59% whilst sales of DAP declined by 14.15% compared to FY 2024.

During the year, India experienced the positive agricultural environment aided by "Above-Normal" monsoon with higher reservoir levels leading to increased crop sowings. For the current year, the weather forecasting agencies like Skymet and IMD have estimated "Normal to Above-Normal" monsoon.

As far as Forex is concerned, due to volatility, your company strictly adhered to conservative approach and gained Rs.179.92 lakhs.

• Commissioned Complex Urea SSP project consisting of 74,000 MTPA at Udaipur plant effective from September 2024

• Also at Indore, commissioning Urea SSP project is in process.

• Favourable monsoon in the ensuing Kharif season with the expectation of "AboveNormal" rains bodes well for the Company.

• New Greenfield Project at Dhule would improve our products visibility in the market.

Process automation is given priority by your Company to achieve optimization and uninterrupted production activities at economical costs. This is done through internal accruals on selective basis.

With regard to Software front, the upgraded HANA system is generating desired reports.

In order to safeguard and secure our data, your Company has shifted to Cloud facility with regular back-ups as a safety measure.

The Company continues to take progressive steps for sustainable journey to reap benefits and make operations and performance on sustainable basis by converting opportunities into growth trajectory.

ICRA has assigned its rating for the long term bank facilities (fund-based limits) as ICRA A - (Negative) (ICRA A Minus; Outlook: Negative); short term bank facilities (non-fund based limits) as ICRA A2+ (ICRA A Two Plus) and long term bank facilities (fund- based limits) term loan as ICRA A-(Negative) (ICRA A Minus; Outlook: Negative), demonstrating strong financial position of the Company.

In recognition of our "Safety First" motto, our Udaipur and Nimbahera units were recipients of National Safety Award-2024 instituted by National Safety Council and Rajasthan State Government.

Our manufacturing facilities located at strategic places in Madhya Pradesh, Rajasthan and Maharashtra caters to the major consumption area of Western region in the country in which about 59% of consumption takes place.

Your Company's fertilizer products line include the following:

Your Company introduced UroSuper in FY 2025 which is scouted as a Mini-DAP which is largely imported. Similarly fortified fertilizers with Zinc, Boron, Zincated Boronated SSP with Magnesium also plays major role in providing requisite nutrients to offset nutrient deficiency.

Your Company's fertilizer brands "Girnar" & "Suryaphool" are well entrenched in our eleven operating States and are most sought after by farmers.

Your Company's tag line is "Building Trust Together" and this mantra is practiced by earning trust of farming community in our operating states. Moreover, the Apex body of the industry, Fertilizer Association of India, New Delhi have acknowledged our efforts by awarding our units for six times during last 15 yea Rs. Your Company do not settle with this laurels and continuous efforts are going on for bettering the performance in the years to come.

Your Company operates three acid plants (two at Indore and one at Pune) and emerged as a significant player in regional markets. Sulphuric Acid's largest use is in the fertilizer industry to manufacture Single Super Phosphate and also for other chemical derivatives. It is also used in Chemical manufacturing, metal processing, batteries, detergents, fertilizers, micro nutrients, specialty chemicals, explosive (defence) and also domestic/industrial cleaning products. It is also found as a ubiquitous ingredient across laboratories and industrial facilities.

On need base, LABSA production activities take place at our Udaipur plant. This product is majorly used by detergent manufacturing industries.

This is a specialty chemical and a premium product produced at Indore, Udaipur and Pune locations. This product is mainly used in ceramic and glass industries.

Exo-thermic heat generated during the manufacture of Sulphuric Acid at Indore and Pune units are converted into Turbo power. The combined capacity of power generation amounts to 4.035 MW. The overall power generation through this caters to utilities and production activities to some extent. This power also takes care of Soya oil division power requirement.

Solar power plant is fully operational at Udaipur unit and generated 768640 kW units during the year under review.

Your Soya division has seed crushing capacity of 1.20 lac MT with refining of 30,000 MT on annual basis. Both the operations are undertaken as per the market viability.

The steam requirement of this division is met through in-house Sulphuric acid plant as per the need.

The value-added product Lecithin which finds usage in bakery, margarine and other related industries would also be given thrust by your Company to augment capacity utilization.

In order to achieve sustainable crop production, fertility of soil plays a major role. The micro nutrients plays a crucial role in plant growth and development. Your Company is proud to produce these water-soluble micro nutrients to offset the deficiency in soil for Magnesium, Sulphur, Zinc nutrients to rejuvenate the fertility of soil. These fertilizers are falling under non-subsidised category which increases the number of products availability in our basket.

Your Company produces wide range of products under this category viz., Magnesium Sulphate (MgSO4), Mixed Micronutrients, Sulphur Dust, Zinc Sulphate, Mono-Hydrate 33% and Zinc Sulphate Hepta-Hydrate 21%. The promotional activities for consumption of these products are bringing in desired fruits. Thus, your Company would enhance more focus on non-subsidized fertilizers also.

• Greenfield Fertilizer and Acid Project at Dhule

The momentum of progress in the Greenfield project at Dhule is increased and that trial dry run of the plant is expected to be done by end of FY 2025-26 in phased manner.

For this project, we have made total investment of approximately Rs. 27.13 crore from internal accruals.

• NABL Accredited Quality Control Laboratory

NABL accreditation is obtained for all our units i.e. Pune, Indore, Udaipur and Nimbahera.

• BSE-2000 Index Rankings

As on 31st December 2024, your Company achieved exponential growth in market cap by achieving 1914 ranking in BSE-2000 index with Rs. 351.12 crore.

• NSE-2000 Index Rankings

Your Company's shares have been listed on the National Stock Exchange ('NSE') and are actively traded on the bourse and as on 31st March, 2025, achieved ranking at 1764 with market cap of Rs. 352.03 crore.

• ISO ACCREDITATION

Your Company had updated the existing ISO certification with IMS - Integrated Management System, i.e. a single integrated structure for managing process with respect to quality, health, safety, environmental, security, ethical or any other identified requirements.

1. Quality Management System (QMS) - ISO 9001 : 2015 for "Total Customer Satisfaction"

2. Environmental Management System (EMS) - ISO 14001 : 2015 for "Environmental Safety"

3. Occupational Health & Safety Management System (OHSMS) - ISO 45001 : 2018 for "Personal Health & Safety of Management."

The respective certificates have been received and periodic Gap analysis audit is undertaken.

Customized nutrient formulations tailored to specific soil and crop needs are becoming more common. In line with this trend, we have launched following new products devised by our in-house R&D team.

The Company is positioning itself for robust growth in the coming years focusing on capacity expansion, products diversification and technology innovation.

With strategic initiatives coupled with favourable agro-climatic position, the Company envisages sustained growth and enhance shareholders value in the foreseeable future.

Plans to modernize facilities further to boost SSP production efficiency and reduce cost of operations.

To achieve a place in big-league of Rs. 1000 crore plus entities with consistent growth momentum in the diversified portfolio.

Strengthening distribution network in rural India for fertilizer marketing in Northern and Easter India and after commissioning of Dhule project, Company will also focus on Marathwada and neighbouring Chhattisgarh region.

Continuous support through NBS and SSP subsidies including freight subsidy. The upward revision in subsidy by GOI by Rs. 2142/- PMT effective from April 2025 would immensely help the Company to improve its performances in FY 2025-26.

Multi-Product Portfolio: Fortified and customised fertilizers are being introduced in the market periodically. These products fall under non-subsidised category on which our marketing team make earnest efforts to increase sales volume with the help of existing set of dealers.

Import & Trading of Product: Your Company is holding valid import license for DAP/MOP/Complex fertilizers, which would increase our product portfolio.

Integrated Plants: Co-generation of power is achieved in Sulphuric Acid plants activity at Pune and Indore which meet basic operational needs. At the same time, green energy solar power generation is achieved at Udaipur.

All above activities give a cutting-edge to our operations and become competitive.

The best ethical practices are being followed in all spheres of operations to provide quality products as per the need of the farming community and committed to comply with laws and regulations.

Pursuant to the applicable provisions of the Companies Act, 2013 ("the Act") read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), during the year, unpaid or unclaimed dividend amounting to Rs. 3,79,263 was transferred by the Company to the Investor Education and Protection Fund ("IEPF"), established by the Government of India.

Further, 11722 shares were transferred to the demat account of the IEPF Authority during the year, in accordance with IEPF Rules, as the dividend has not been paid or claimed by the shareholders for 7 (seven) consecutive years or more.

The Company does not propose to transfer any amount to the general reserve for the Financial Year ended March 31, 2025.

The paid up Equity Share Capital as on March 31, 2025 stood at Rs. 1,767.43 lakhs. During the year under review, there is no change in the Share Capital of the Company.

The Company has adequate system of internal controls that are commensurate with its size and nature of business to safeguard and protect the Company from losses, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and ensuring timely reporting of financial statements. The Company has appointed Internal Auditors to observe and reaffirm the internal controls as to whether the work flows of organization is being done through the approved policies of the Company. In every quarter during the approval of Financial Statements, Internal Auditors present the Internal Audit Report and Management Comments on the Internal Audit observations. Findings of the Internal Audit Report are reviewed by the top management and by the Audit Committee of the Company and proper follow up actions are ensured wherever required. The Statutory Auditors have evaluated the system of the internal controls including internal financial control of the Company and have reported that the same are adequate and commensurate with the size of the Company and nature of its business.

There is no change in the nature of business of the Company.

A separate report on Corporate Governance and Management Discussion and Analysis is annexed as part of the Annual Report along with the Auditor's Certificate on its compliance.

The Extracts of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed as 'Annexure A' to this Report.

The Board presently consists of Mr. Haresh D. Ramsinghani (DIN-00035416) - Chairman and Managing Director, M Rs. Nilanjana H. Ramsinghani (DIN-01327609)-Non-Executive NonIndependent Women Director, Mr. Brij Lal Khanna (DIN-00841927)-Non-Executive Independent Director, Mr. Ratneshwar Prasad (DIN -10625105)-Non-Executive Independent Director, Mr. Pushpangadan Mangari (DIN - 01667572) - NonExecutive Independent Director and Mr. Kishore Sukthanker (DIN - 10611925) - Non-Executive Non-Independent Director.

Mr. Ashish Kumar Thakur (DIN 00031778) and Mr. Kailasam Raghuraman (DIN 00320507), Non - Executive Independent Directors of the Company have completed their tenure viz. second term of 5 (five) consecutive years on August 11, 2024 and on September 24, 2024, respectively. Consequently, Mr. Ashish Kumar Thakur and Mr. Kailasam Raghuraman ceased to be the Directors and Committee of the Company. The Board places on record profound appreciation for their valuable contribution in channelising the growth and development of the Company.

Mr. Kishore Sukthanker (DIN - 10611925), Director of the Company retires by rotation and being eligible, offers himself for re-appointment.

The Board of Directors at their meeting held on February 13, 2025 based on the recommendations of the Nomination and Remuneration Committee and as approved by the Shareholders through Postal Ballot on April 15, 2025, being the last date of remote e-voting, inter alia, approved the following -

o Re-appointment of Mr. Haresh D. Ramsinghani (DIN: 00035416) as Chairman and Managing Director of the Company for the term of 3 (three) years with effect from June 01, 2025 till May 31, 2028 (both days inclusive).

o Re-appointment of Mr. Pushpangadan Mangari (DIN: 01667572) as a NonExecutive Independent Director of the Company for the second term of 5 (five) years commencing from May 30, 2025 up to May 29, 2030 (both days inclusive).

o Re-appointment of Mr. Brij Lal Khanna (DIN: 00841927) as a Non-Executive Independent Director of the Company for the second term of 5 (five) years commencing from August 08, 2025 up to August 07, 2030 (both days inclusive).

The Board of Directors at their meeting held on February 13, 2025 based on the recommendations of the Nomination and Remuneration Committee, re-designated the designation of Mr. Jambu Kumar Parakh - Chief Financial Officer of the Company as the President and Chief Financial Officer of the Company with effect from February 14, 2025.

The Board of Directors at their meeting held on May 14, 2025 based on the recommendations of the Nomination and Remuneration Committee, inter alia, approved the appointment of Mr. Naresh Verma (DIN - 03286678) as an Additional Non-Executive Independent Director of the Company, subject to the approval of the Shareholders at the ensuing Annual General Meeting of the Company.

Mr. Haresh D. Ramsinghani, Chairman and Managing Director; Mr. Jambu Kumar Parakh, President and Chief Financial Officer and Ms. Bhavna Dave, Company Secretary and Compliance Officer, are the Key Managerial Personnel of the Company. During the year under review there were no changes to the Key Managerial Personnel of the Company.

The Independent Directors have submitted the declaration of independence as required pursuant to section 149(7) of the Act stating that they meet the criteria of independence as provided under section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act read alongwith the Rules made thereunder and are independent of the Management.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Pursuant to the provisions of section 134 (3) of the Act and the applicable Regulations of the SEBI Listing Regulations, the Independent Directors at their meeting have evaluated the performance of Non-Independent Directors, Chairperson of the Company after considering the views of the Executive and Non-Executive Directors, Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company's Management and the Board.

The Nomination and Remuneration Committee has also carried out evaluation of performance of every Director of the Company. Chairperson of the Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and Individual Directors, including the Chairman of the Board.

The Independent Directors are regularly updated on industry & market trends, plant process and other operational performance of the Company etc. through presentations in this regard.

During the year under review, 4 (Four) meetings of the Board of Directors were held on May 30, 2024; August 14, 2024; November 13, 2024 and February 13, 2025.

The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 2024-25 are given in the Corporate Governance Report which forms part of this Annual Report.

The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act.

The necessary quorum was present for all the Board Meetings.

In accordance with the provisions of Section 177 of the Act, the rules made there under and Regulation 18 of the SEBI Listing Regulations the Audit Committee comprises of the following directors viz., Mr. Brij Lal Khanna (Chairman of the Committee)#, Mr. Haresh D. Ramsinghani (Member of the Audit Committee) and Mr. Ratneshwar Prasad (Member of Audit Committee)$. The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board. There were no instances when the recommendations of the Audit Committee were not accepted by the Board during the year under review.

Note -

# On reconstitution of the Audit Committee effective from August 19, 2024, Mr. Brij Lal Khanna - Member of the Audit Committee was designated as Chairman of the Audit Committee.

$ Mr. Ratneshwar Prasad was appointed as the Member of the Audit Committee w.e.f. August 19, 2024.

~~ Mr. Kailasam. Raghuraman (DIN - 00320507) ceased to be the Independent Director of the Company upon completion of his second term of five consecutive years on September 24, 2024 and thus ceased to be the Chairman and Member of the Audit Committee.

** Mr. Ashish Kumar Thakur (DIN - 00031778) ceased to be the Independent Director of the Company upon completion of his second term of five consecutive years on August 11, 2024 and thus ceased to be the Member of the Audit Committee.

Pursuant to Section 178 of the Act, the rules made there under and Regulation 19 of the SEBI Listing Regulations the Nomination & Remuneration Committee comprises of the following directors viz., Mr. Brij Lal Khanna (Chairman of the Committee)#, Mr. Haresh D Ramsinghani and Mr. Ratneshwar Prasad$. The Nomination & Remuneration Committee framed a policy for selection and appointment, re-appointment, removal, appraisals of Directors and Senior Management.

Note -

~~ Mr. Kailasam. Raghuraman ceased to be the Independent Director of the Company upon completion of his second term of five consecutive years on September 24, 2024 and thus ceased to be the Chairman and Member of the Nomination and Remuneration Committee.

# On reconstitution of the Nomination and Remuneration Committee (NRC) effective from August 19, 2024, Mr. Brij Lal Khanna - Member of the NRC was designated as Chairman of the NRC.