DIRECTORS' REPORT

Your Board of Directors are pleased to present the 14th Annual Report of Anya polytech &
Fertilizers Limited ("the Company"] and the Audited Financial Statements for the financial
year ended 31st March, 2025.

1. FINANCIAL SUMMARY /PERFORMANCE OF THE COMPANY

Performance Overview:

During the financial year 2024-25, the Company achieved a total income of * 12,105.63 Lakhs,
reflecting a steady growth compared to the previous year. Profit After Tax (PAT] stood at
01.41 Lakhs. The slight decrease In PAT compared to the previous year (s primarily
attributable to higher finance costs and depreciation, associated with the Company's
investments in capacity expansion and strategic initiatives.

The Board remains focused on improving operational efficiency, enhancing revenue streams,
and strengthening the financial position of the Company to support future growth initiatives.

2. REVIEW OF OPERATIONS

During the financial year 2024-25, Anya Polytech & Fertilizers Limited continued to focus on
operational excellence, strategic growth, and value creation for its stakeholders. The Company
recorded a total Income of 412,105.63 Lakhs, with Income from Operations contributing
11,931.18 Lakhs, reflecting a steady growth over the previous year.

Key highlights of operations during the year indude:

• Revenue Growth: The Company achieved an increase in total income compared to the
previous year, supported by higher sales volumes and effective market strategies.

• Profitability: Despite a marginal decrease in Profit After Tax (PAT) to 4701.41 Lakhs, the
Company maintained healthy operating margins. The decrease in PAT was primarily due
to higher finance costs and Increased depredation arising from strategic capital
investments.

• Operational Efficiency: The Company focused on optimizing production processes,
supply chain management, and resource utilization, resulting in better cost control and
productivity improvements.

• Strategic Initiatives: Investments in capacity expansion, technological upgrades, and
innovation were undertaken to enhance product quality, operational efficiency, and long¬
term competitiveness.

The Board is confident that these initiatives will strengthen the Company's market position
and provide a sustainable platform for growth In the coming years.

3. FUTURE OUTLOOK

Anya Polytech & Fertilizers Limited remains focused on sustainable growth and creating long¬
term value for Its stakeholders. The Company is committed to expanding Its operational
capabilities, enhancing product offerings, and strengthening its market presence in the
fertilizer and allied sectors.

Key areas of focus for the future include:

• Capacity Expansion: Strategic investments will be made to increase production capacity,
meet growing demand, and capture new market opportunities.

• Innovation and Technology. Continued emphasis on research and development,
adoption of advanced technologies, and process optimization to improve product quality
and operational efficiency.

• Market Development: Strengthening distribution networks, exploring new geographies,
and building customer-centric solutions to enhance competitiveness and market share.

• Sustainability and Compliance: Focus on environmentally sustainable practices,
regulatory compliance, and corporate social responsibility initiatives to align with long¬
term stakeholder expectations.

• Financial Prudence: Maintaining a strong financial position, optimizing resource
allocation, and balancing growth with profitability to ensure resilience against market
fluctuations.

The Board is optimistic that these initiatives, coupled with a committed workforce and robust
governance framework, will drive sustainable growth and strengthen the Company's position
as a trusted leader In the Industry.

4. SHARE CAPITAL & CHANGE IN CAPITAL STRUCTURE
Authorized and Paid-up Capital

As on 31st March 2025:

• The Authorized Share Capital of the Company stands at *32,00,00,000 (Rupees Thirty-
Two Crores only), divided into 16,00,00.000 equity shares of 2 each.

• The Issued, Subscribed and Paid-up Share Capital stands at 17,60,00,000 (Rupees
Seventeen Crores Sixty Lakhs only), comprising 8,80,00,000 equity shares of 2 each.

•

Sub-division of Shares

Pursuant to the approval of shareholders vide resolution passed on 25th April 2024, the
Authorized Share Capital of the Company comprising 3,20,00,000 equity shares of face value
10 each was sub-divided into 16,00,00,000 equity shares of face value 2 each.

Listing & Liquidity

The Equity Shares of the Company are listed on the National Stock Exchange (NSE) and
continue to remain in active trading. All shares Issued during the year, Including those
pursuant to sub-division or equity shares and any subsequent allotments, are fully paid-up
and have been duly listed on the exchange(s).

The Company has complied with all the applicable provisions of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, and other statutory requirements with
respect to listing, ensuring adequate liquidity and transparency for its shareholders.

Summary Table: Share Capital Movements

5. DETAILS OF LOCK-IN OF SHARES

Pursuant to the provisions of the SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018 (“SEBI ICDR Regulations"), the details of lock-in of Equity Shares of the
Company are as under:

(i) Lock-in of Minimum Promoters' Contribution

Our Promoter, Mr. Yashpal Singh Yadav, has given his written consent to Include
2,45,00,000 equity shares subscribed and held by him as part of the Minimum Promoters'
Contribution, constituting 20.42% of the post-issue paid-up equity share capital of the
Company.

In terms of Regulation 236(1) read with Regulation 238(a) of the SEBI ICDR Regulations,
2018, the aforesaid shares shall remain locked in for a period of three (3) years from the date
of allotment in the Initial Public Offer or the date of commencement of commercial production,
whichever Is later.

(ii) Lock-in of Equity Shares held by Promoter in excess of Minimum Promoters’
Contribution

In addition to the Minimum Promoters' Contribution, the balance 5,39,83,042 equity' shares
held by the Promoter shall remain locked-in for a period of one (1) year front the date of
allotment in the Initial Public Offer, in accordance with Regulation 238(b) of the SEBI ICDR
Regulations. 2018.

(iii) Lock-in of Equity Shares held by Persons other titan the Promoter

In accordance with Regulation 239 of the SEBI ICDR Regulations, 2018, the entire pre-issue
capital held by persons other than the Promoter shall remain locked-in for a period of one (1)
year from the date of allotment in the Initial Public Offer.

Accordingly. 95,16,958 equity shares held by persons other than the Promoter shaE be
subject to a lock-in of one year.

6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on the date of this Report, your Company has two (2) subsidiaries and does not have any
Joint Venture or Associate Company within the meaning of Section 2(6) of the Companies
Act, 2013. The details of subsidiaries are as follows:

1. Arawali Phosphate Limited (APL)

Arawali Phosphate Limited (CIN: U14212RJ1996PLC011667) Is a Public Limited Company
incorporated in Rajasthan and is engaged in the manufacture of Single Super Phosphate
(SSP) Fertilizers with an installed capacity of 66,000 MT per annum.

Your Company acquired a controlling stake in APL in June 2022, and presently holds
39,08,206 equity shares, representing 82.67% of the paid-up equity share capital.

Accordingly, APL is a subsidiary of the Company.

Financial Highlights ( in lakhs)

2. Yara Green Energy Private Limited (YGEPL)

Yara Green Energy Private Limited (CIN, U35105UP2023PTC180308) was incorporated on
April 18, 2023, In Uttar Pradesh. The Company is engaged in activities relating to bio-energy,
gas distribution, fertilizers and food processing.

Your Company holds 9,999 equity shares (99.99%) of YGEPL, and the balance 1 share is held
by Mr. Yashpal Singh Yadav (Director), making YGEPL a wholly-owned subsidiary.

Financial Highlights ( in lakhs)

joint Ventures and Associate Companies

During the year under review, your Company did not have any |oint Venture or Associate

Company within the meaning of the Companies Act, 2013.

7. STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act, 2013 ("the Act"] and the SEBI (Listing
Obligations and Disclosure Requirements] Regulations, 2015 (“SEBI Listing Regulations'], the
Company has prepared its Standalone Financial Statements as well as Consolidated
Financial Statements (or the financial year ended 31st March, 2025.

• The Standalone Financial Statements of the Company give a true and fair view of the
slate of affairs, financial performance, and cash flows of the Company on a standalone
basis

• The Consolidated Financial Statements, prepared in accordance with the applicable
provisions of the Art and the relevant Indian Accounting Standards (Ind AS] notified
under the Companies (Indian Accounting Standards) Rules. 2015, reflect the financial
results of the Company together with its subsidiaries, thereby providing a holistic view of
the overall business operations and financial position.

The audited Standalone and Consolidated Financial Statements, along with the Auditor's
Reports thereon, form an integral part of this Annual Report

Further, pursuant to Section 136 of the Act, the audited financial statements of the subsidiaries
are placed on the website of the Company at www.apfi.ln and will be made available to the
Members on request

a UTILIZATION OF IPO & PREFERENTIAL PROCEEDS

During the financial year 2024-25, Anya Polytech & Fertilizers Limited successfully
completed its Initial Public Offering (IPO) and was listed on the National Stock Exchange of
India (NSE) on January 02, 2025. The Company issued 32,000,000 equity shares of 12/-
each, aggregating to a total IPO size of 44.8 crore (including share premium).

The net proceeds from the IPO, after deducting Issue-related expenses were proposed to be
utilized for the following objects as stated in the Prospectus.

Objects of the IPO

1. Expansion of production and manufacturing capacity

2. Investment in working capital

3. Modernization of infrastructure and R&D facilities

4. General corporate purposes

5. Issue-related expenses

Utilization of IPO Proceeds:

Note:

Statements on the utilization of IPO proceeds, as required under Regulation 32 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, have been
periodically submitted to the Stock Exchange and reviewed by the Audit Committee.

9. CHANGE IN THE NATURE OF BUSINESS

During the financial year 2024-25. there has been no change in the nature of business of
Anya Polytech & Fertilizers Limited. The Company continues to be engaged primarily In the
manufacturing and marketing of fertilizers, agro-chemicals, and allied products as

stated in its Memorandum of Association.

The Board confirms that the Company has complied with all applicable regulatory

provisions and there were no activities outside the scope of the existing business during the
year under review.

10. TRANSFER TO RESERVES

During the financial year ended 31st March 2025, the Board of Directors has approved the
transfer of amounts to reserves as per the provisions of the Companies Act, 2013 and in line
with the company’s financial policy:

1. Retained Earnings / General Reserve

1. Net Profit for the year after tax: 701.41 lakhs (as per Note 50).

2. An amount of 718.62 lakhs has been transferred to Retained Earnings (as
per Note 24) to strengthen the financial position of the company and to meet
future business requirements.

2. Capital Reserve / Revaluation Reserve

1. Capital Reserve adjustments during the year: (-3.69) lakhs (amortization).

2. Depreciation on revalued assets: <0.24 lakhs.

3. Revaluation surplus as on 31st March 2025 stands at <323.83 lakhs (Note 24).

3. Securities Premium Account

1. The company has utilized 531.81 lakhs of the Securities Premium to write off
1P0 related expenses.

2. Remaining balance of 3,308.19 lakhs remains in the Securities Premium
Account.

4. Total Reserves and Surplus

L The total reserves and surplus as on 31st March 2025 are 6,181.72 lakhs,

which includes retained earnings, capital reserve, revaluation surplus, and
securities premium (Note 24).

Purpose of Transfers:

The transfers to reserves are made to ensure a prudent financial structure, maintain liquidity
for operations, support expansion plans, and comply with statutory requirements. These
reserves will also provide a cushion for unforeseen contingencies and future growth of the
company.

11. DIVIDEND

In new of the Company's financial performance during the year and with a focus on
conserving resources for future growth Initiatives, the Board of Directors has not
recommended any dividend for the financial year ended 31st March 2025.

The Board believes that retaining the earnings will help strengthen the Company's financial
position and support its strategic objectives, including capacity expansion, innovation, and
operational efficiency.

12. DEPOSITS

During the financial year ended 31st March 2025, the Company has neither accepted nor
renewed any deposits from the public within the meaning of Chapter V of the Companies Act,
2013. There are no deposits outstanding as of the year-end.

The Company continues to maintain a strong liquidity position, supported by healthy turnover
and robust financial performance, ensuring that all its obligations are met on time. The Board
confirms that the Company Is In compliance with the applicable provisions of the Companies
Act, 2013, and the related rules concerning deposits.

13. DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company as on 31st March 2025 comprised a mix of Executive
and Non-Executive Directors, bringing a diverse range of expertise in finance, operations, and
strategic management.

During the financial year 2024-25, the following changes occurred in the composition of the
Board and Key Managerial Personnel fKMP):

• Mr. Vashpal Singh Yadav continued as the Managing Director, providing strategic
leadership and operational oversight

• Mr. Tej pal Singh continued as a Director, contributing to strategic guidance and
operational management.

• Ms. Liza Sahni continued as an Independent Director, providing guidance in corporate
governance, compliance, and strategic initiatives.

• Mr. Vineet Bhatia continued as an Independent Director, providing guidance on risk
management business strategy, and policy frameworks.

• Mr. Anurag Agarwal continued as the Chief Financial Officer, overseeing financial
planning, reporting, and risk management

• Ms. Kavita Rani served as the Company Secretary, ensuring compliance with statutory
and regulatory requirements; she resigned from the Board on 28th February 2025.

• Ms. Aayushee Bhatia (M. No. A52545) - Appointed as Company Secretary and
Compliance Officer W.e.f May 01.2025.

The Board places strong emphasis on corporate governance, regular performance evaluation,
and succession planning for Its Directors and KMPs. All appointments and reappointments
during the year were made in accordance with the provisions of the Companies Act 2013, and
the Listing Regulations.

The Board expresses Its sincere appreciation for the valuable contributions made by ail
Directors and KMPs during the year, which supported the Company in achieving its financial
and strategic objectives, including growth In turnover and operational efficiency.

14. REGISTERED OFFICE OF THE COMPANY

The Registered Office of Anya polytech & Fertilizers Limited is situated at:

5-2, Level Upper Ground Floor, Block-E, International Trade Tower, Nehru Place,

New Delhi - 110019

All communications, statutory notices, and correspondence relating to the Company may be
addressed to the Registered Office. The Board ensures that the Registered Office is fully
equipped to handle all regulatory, legal, and shareholder-related communications efficiently.

During the year under review, there has been no change in the registered office address of the
Company.

15. RECONCILIATION OF SHARE CAPITAL AUDIT

Pursuant to Regulation 76 of the SF.B1 (Depositories and Participants) Regulations, 2018. and
in line with the requirements of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, a Reconciliation of Share Capital
Audit was carried out by a Practicing Company Secretary during the financial year 2024-25.

The audit confirmed that the total issued, subscribed, and paid-up capital of the Company
matches die aggregate of the total number of shares held In physical form and the total
number of materialized shares held with the depositories.

A certificate confirming the reconciliation of the share capital Is submitted regularly to the
Stock Exchanges where the Company's shares are listed, and a copy of the same is also
maintained at the Registered Office of the Company.

The Board confirms that, as on 31st March 2025, the total number of equity shares issued,
subscribed, and fully paid-up was in full conformity with the provisions of the Companies Act
2013, and the Listing Regulations.

16. DISCLOSURE RELATED TO BOARD AND CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of corporate governance and
ensuring transparency, accountability, and fairness in all its operations. The composition,
functioning, and disclosures relating to the Board of Directors and its committees are in
compliance with the Companies Act. 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations-).

(a) Board Composition:

As on 31st March 2025, the Board comprises a balanced mix of Executive, Non-Executive, and
Independent Directors, is bringing diverse expertise in finance, operations, strategy, and
governance. The Board periodically reviews the composition and effectiveness of Its members
to ensure alignment with the Company's strategic objectives.

(b) Board Committees:

The Board has constituted the following committees to ensure focused oversight and
decision-making:

1. Audit Committee - Oversees financial reporting, internal controls, risk management, and
statutory compliance.

2. Nomination and Remuneration Committee - Responsible for evaluating performance,
succession planning, and recommending remuneration policies for Directors and Key
Managerial Personnel (KMPs).

3. Stakeholders' Relationship Committee - Addresses shareholder grievances and
ensures smooth communication with investors.

4. Corporate Social Responsibility (CSR) Committee - Formulates and monitors CSR
initiatives and expenditure.

(c) Board Meetings and Attendance:

During the financial year 2024-25, the Board met 12 times. The meetings were structured to
review financial performance, strategic initiatives, compliance requirements, and other
Important matters. Attendance of Directors at these meetings and at the previous Annual
General Meeting is In accordance with statutory requirements.

(d) Committee Meetings and Attendance

To ensure effective governance and focused oversight, the Board has constituted various
committees, each of which met periodically during the financial year 2024-25. The details of
the committees and attendance of their members are as follows:

i. Audit Committee

The Audit Committee oversees financial reporting, internal controls, risk management, and
statutory compliance.

. Nomination & Remuneration Committee

Responsible for recommending appointments, evaluating performance, and determining
remuneration policies for Directors and Key Managerial Personnel (KMPs).

iii. Stakeholders' Relationship Committee

Addresses shareholder and investor grievances, ensures timely resolution of complaints, and
oversees share transfer and materialization processes.

All committee meetings were conducted in accordance with the applicable provisions of the
Companies Act, 2013, and the Secretarial Standards. The requisite quorum was present at all
meetings, and the recommendations of the committees were placed before the Board for
consideration and approval.

Iv. Corporate Social Responsibility (CSR) Committee

Formulates, monitors, and evaluates CSR Initiatives and expenditure of the Company.

(e)) Independent Directors:

Independent Directors have confirmed their adherence to the Code of Conduct prescribed
under the Companies Act, 2013 and SEBI Listing Regulations. They bring objective judgment to
Board deliberations, particularly on matters relating to strategy, risk, and compliance.

• Meeting of Independent Directors

In accordance with Schedule IV of the Companies Act 2013, a separate meeting of the
Independent Directors was held on March 24, 2025, without the presence of Non¬
Independent Directors and members of management

During the meeting, the Independent Directors:

1. Reviewed the performance of Non-Independent Directors and the Board as a
whole;

2. Assessed the performance of the Executive Director, considering feedback from
other Board members;

3. Evaluated the quality, quantity, and timeliness of information flow between the
Company management and the Board, necessary for the effective discharge of
their duties.

All Independent Directors were present at the meeting. The observations and feedback from
this meeting were placed before the Board and have been duly implemented.

Ý Declaration by Independent Directors

Pursuant to the provisions of Section 149(7) of the Companies Act, 2013, the Company has
received declarations from all Independent Directors confirming that

• They meet the criteria of independence as laid down under Section 149(6) of the Act
and applicable rules;

• They are not disqualified from continuing as Independent Directors;

• They are enrolled In the Independent Directors' Data Bank maintained by the
Indian Institute of Corporate Affairs (IICA) in accordance with the Companies
(Appointment and Qualification of Directors) Rules, 2014.

(0 Familiarization Programme for Independent Directors

The Company has formulated a Familiarization Programme to enable Independent Directors
to gain a comprehensive understanding of their roles, rights, responsibilities, and the business
environment in which the Company operates.

The programme covers:

• An overview of the Company’s operations, business model, and strategic priorities;

• Industry dynamics, market trends, and the regulatory environment;

• Key policies, procedures, and corporate governance practices of the Company.

During the year under review, there were no significant changes In the Company's business
operations, verticals, structure, or strategy that necessitated a revision of the familiarization
programme.

(g) Annual Evaluation of Performance of the Board, Committees, and Directors

The Nomination and Remuneration Committee (NRC) has established a structured
framework for the annual performance evaluation of the Board, Its Committees, and Individual
Directors, in accordance with the provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR).

For Independent Directors, the evaluation framework focuses on:

• Key attributes and contributions that justify their continued presence on the Board:

• Active participation in Board and Committee proceedings;

• Effectiveness In decision-making and providing strategic direction.

The evaluation process was conducted through a structured questionnaire designed by the
NRC, covering various aspects such as governance, engagement, decision-making, and
interpersonal relationships. The responses and observations of the Directors were analysed to
assess the overall effectiveness of the Board, its Committees, and individual Directors.

Key insights and suggestions arising from the evaluation were discussed by the Board and
implemented to enhance Board functioning, governance standards, and strategic decision¬
making.

(h) Corporate Governance Compliance:

The Company has implemented a robust framework for corporate governance, including:

• Timely disclosure of financial and operational performance

• Ensuring protection of shareholder rights.

• Regular review of compliance with regulatory requirements.

• Performance evaluation of the Board, its committees, and individual directors.

The Company continues to uphold principles of integrity, transparency, and accountability in
its dealings with shareholders, employees, and other stakeholders. A detailed report on
corporate governance. Including the management discussion and analysis, forms part of this
Annual Report

17. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism, in the form of a Whistle Blower Policy, in line
with the requirements of Section 177 of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The Policy aims to provide a
secure and confidential charnel for Directors, employees, and other stakeholders to report

genuine concerns regarding unethical behaviour, actual or suspected fraud, or violation of the
Company’s Code of Conduct

Key Features of the Policy:

1. Reporting Mechanism: Employees and stakeholders can report concerns directly to the
Ethics & Compliance Officer or the Chairperson of the Audit Committee. Reports can be
made through email, dedicated telephone line, or In writing.

2. Confidentiality: All disclosures arc treated with the highest level of confidentiality. The
identity of the whistle-blower is protected and disclosure is strictly prohibited except as
required by law.

3. Investigation Process: The Audit Committee oversees the investigation of complaints
reported under the Policy. The Committee ensures impartiality, transparency, and timely
resolution of all reported matters.

4. Protection against Retaliation: The Policy safeguards whistle-blowers from retaliation,
discrimination, or harassment for reporting genuine concerns In good faith.

5. Reporting to the Board: The Audit Committee periodically reviews and reports to the
Board on the functioning of the Vigil Mechanism and status of complaints received and
resolved.

The Board of Directors affirms that no employee or Director has been denied access to the
Audit Committee under this Policy. During the financial year 2024-25, all reported complaints
were thoroughly investigated, and appropriate corrective actions were implemented where
required.

The Vigil Mechanism / Whistle Blower Policy is available on the Company's website (insert
URL], ensuring transparency and easy access for all stakeholders.

18. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS
Initial Public Offering (IPO) Completion

• The Company’s IPO, initiated during December 2024, culminated In the allotment of
shares, and it was successfully listed on the NSE SME platform on 2nd January
2025.

• The IPO proceeds were received subsequent to the financial year-end and were
reflected in the share capital and securities premium in the financial statements.

• As the financial Impact of the IPO was already recognized, no further adjustments to
the financial statements for FY 2024-25 are required.

• This event Is considered non-adjusting under Ind AS 10, but Is disclosed to provide
users of the financial statements with relevant Information.

19. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act 2013, the Board of
Directors of Anya Polytech & Fertilizers Limited, to the best of their knowledge and belief,
hereby confirm that:

a) In the preparation of the annual accounts for the financial year ended 31st March.
2025, 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 as at 31st
March, 2025 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 were
operating effectively;

0 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.

20. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the Financial Year 2024-25, Anya Polytech & Fertilizers Limited did not receive any
significant or material orders from regulators or courts that could have an adverse impact on
the Company's operations or financial position.

The Company remains committed to maintaining the highest standards of regulatory
compliance and corporate governance. All applicable statutory requirements and regulatory
directives have been complied with in a timely and efficient manner.

21. MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of the Regulation 34(2)(e) and Schedule V of the SEB1 (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Management Discussion & Analysis
Report for the Financial Year 2024-25 is annexed herewith as Annexuro-A to this report.

22. PARTICULARS OF EMPLOYEES

The statement containing the names and other particulars of the employees of the Company as
required under Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules. 2014. is set out in Annexure - B to this report

23. AUDITORS

The matters related to Auditors and their Reports are as under.

a. Statutory Auditor

M/s jerath & Co., Chartered Accountants, were appointed as the Statutory Auditors of the
Company at the 11* Annual General Meeting for a terra of 5 (five) years, subject to ratification
as per the provisions of the Companies Act, 2013.

The Statutory Auditors have audited the financial statements of the Company for the financial
year ended 31st March 2025 and have Issued their report with unmodified opinion. The Board
has duly renewed the observations made by the Auditors and has taken necessary actions to
address the recommendations.

b. Auditors’ Report

The Statutory Auditors of the Company. M/s |erath & Co., Chartered Accountants, have audited
the Standalone and Consolidated Financial Statements of the Company for the financial year
ended 31st March 2025.

Key Highlights of the Statutory Auditors' Report

1. Opinion on Financial Statements:

The Auditors have expressed an unmodified (clean) opinion on the financial statements,
confirming that the accounts give a true and fair view of the state of affairs of the

Company as at 31st March 2025, and of the profit and cash flows for the year ended on
that date, in accordance with the applicable accounting standards and the Companies Act,
2013.

2. Compliance:

The Auditors have confirmed that the Company has complied with the provisions of the
Companies Act, 2013 and other applicable laws relating to accounting records and
disclosure requirements.

3. Observations / Recommendations:

The Auditors have provided certain observations and suggestions to further strengthen
internal controls, financial reporting and compliance mechanisms. The Board, in
consultation with the Audit Committee, has reviewed these recommendations and taken
necessary corrective measures.

4. Emphasis of Matter:

There are no material qualifications, reservations, or adverse remarks In the Statutory
Auditors’ Report for the financial year 2024-25.

The Board expresses its appreciation for the guidance and support extended by the Statutory
Auditors, which has contributed to ensuring transparency, compliance, and reliability in the
Company's financial reporting.

c. Secretarial Auditor

In accordance with Section 204 of the Companies Act, 2013, the Board appointed M/s Sanket
Jain & Co., Company Secretaries, to conduct the Secretarial Audit for the financial year 2024¬
25. The Secretarial Audit Report forms part of the Annual Report.

d. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014, the
Company appointed M/s Sanket jain & Co., Company Secretaries, (Membership No. A26531. CP
No. 12583), to undertake the Secretarial Audit of the Company for the financial year 2024-25.

The Secretarial Audit was conducted in the prescribed Form No. MR-3, examining compliance
with the applicable statutes, rules, regulations, and guidelines. The report covers:

1. Compliance with the provisions of the Companies Act, 2013 and rules made thereunder.

2. Compliance with the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

3. Maintenance of proper records, statutory registers, and documentation as required under
law.

4. Adherence to governance and corporate compliance requirements.

The Secretarial Audit Report for the financial year 2024-25 is annexed as Annexurc - C
and forms an integral part of this Annual Report.

The Board has reviewed the observations and recommendations made by the Secretarial
Auditor and has ensured that appropriate actions were taken for strengthening compliance
and governance practices across the Company.

24. MAINTENANCE OF COST RECORDS

Pursuant to the provisions of Section 148(1) of the Companies Act 2013, and the Companies
(Cost Records and Audit) Rules. 2014, the Company Is required to maintain cost records for
certain products manufactured by it

The Board confirms that the Company has maintained proper cost records as prescribed under
the applicable rules. These records are regularly reviewed and updated to ensure accuracy and
compliance with statutory requirements.

The Company has also appointed M/s Yash Sardana & Associates. Cost Accountants (Firm
Registration No. 101497), to conduct the Cost Audit for the financial year 2024-25. The Cost
Audit report will be submitted to the Ministry of Corporate Affairs, as mandated under law.

The maintenance of cost records and the penodic audit help the Company in:

• Monitoring cost efficiency and operational performance.

• Ensuring adherence to regulatory requirements.

• Providing management with reliable Information for decision-making budgeting and cost

control.

25. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, the Company has
prepared the Annual Return for the financial year 2024-25. The Annual Return provides a
comprehensive overview of the Company's shareholding pattern, Board composition, Key
Managerial Personnel, and other statutory disclosures.

The Annual Return has been uploaded on the Company's website and can be accessed at
www.apfl.in

The Board confirms that the Annual Return accurately reflects the details as on the financial
year ended 31st March, 2025 and is in compliance with the requirements of the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

26. INTERNAL FINANCIAL CONTROLS

The Board of Directors of Anya Polytech & Fertilizers Limited places high emphasis on
maintaining a robust system of internal financial controls to ensure the integrity, reliability,
and accuracy of the Company's financial reporting.

During the financial year 2024-25, the Company has designed and implemented adequate
internal financial controls over financial reporting, in line with Section 134(5)(e) of the
Companies Act 2013 and applicable regulations. These controls are designed to provide
reasonable assurance regarding:

• The orderly and efficient conduct of business. Including adherence to the Company's
policies and procedures;

• The safeguarding of assets and prevention and detection of frauds and errors;

• The accuracy and completeness of accounting records; and

• The timely preparation of reliable financial statements.

The internal financial control systems are periodically reviewed by the Audit Committee and
the Board, and independent audits are conducted by the Statutory Auditors to ensure their
effectiveness.

Based on the evaluation carried out, the Board confirms that the internal financial controls
over financial reporting are adequate and operating effectively as at 31st March, 2025.

27. RISK MANAGEMENT

The Company recognizes that effective risk management is integral to achieving its strategic
objectives and sustaining long-term growth. Anya Polytech & Fertilizers Limited has
established a structured framework to identify, assess, and mitigate risks across its operations.

Risk Management Framework:

• The Company has a Risk Management Policy approved by the Board, which delines the
approach for risk Identification, assessment, monitoring, and mitigation.

• Key operational, financial, regulatory, and strategic risks are periodically reviewed by
the Board of Directors and the Audit Committee.

• Risk owners are designated within the organization to monitor risk Indicators and
implement mitigation plans.

Key Risks Identified:

• Market and Industry Risks: Fluctuations in raw material prices, changes in fertilizer
demand, and industry competition.

• Financial Risks: Liquidity, credit, and interest rate risks affecting capital management
and binding operations.

• Regulatory Risks: Compliance with environmental, safety, labor, and corporate
regulations.

• Operational Risks: Disruptions m supply chain, production inefficiencies, and
technology-related risks.

Mitigation Measures:

• Diversification of suppliers and raw materials sourcing.

• Regular monitoring of financial performance and maintaining prudent capital structure.

• Adherence to regulatory compliance through continuous monitoring and Internal
audits.

• Investment in operational efficiency, technology upgrades, and employee training.

The Board believes that this proactive approach enables the Company to minimize potential
adverse Impacts while leveraging opportunities for sustainable growth.

2& VARIOUS POLICIES OF THE COMPANY

The Company has adopted and Implemented a range of policies to ensure robust governance,
regulatory compliance, and alignment with its strategic objectives. These policies are
periodically reviewed and updated by the Board to reflect best practices and changing
regulatory requirements.

1. Risk Management Policy

I. Establishes a framework for Identifying, evaluating, and mitigating risks across the
organization.

ii. Defines responsibilities of the Board, management and risk owners in monitoring and
addressing potential risks.

2. Whistle Blower / Vigil Mechanism Policy

ill. Provides a channel for employees, directors, and stakeholders to report unethical
behaviour, violations of Company policy, or any Instances of misconduct

iv. Ensures protection against victimization for those raising concerns in good faith.

3. Corporate Social Responsibility (CSR) Policy

v. Outlines the Company's commitment to social, environmental, and community
development Initiatives.

vi. Defines the framework for selection, implementation, and monitoring of CSR projects
in line with Section 135 of the Companies Act, 2013.

4. Related Party Transactions Policy

vii. Governs transactions with related parties to ensure fairness, transparency, and
compliance with applicable provisions of the Companies Act, 2013 and SEB1 Listing
Regulations.

5. Nomination and Remuneration Policy

viii. Specifies the criteria for appointment, reappointment and remuneration of Directors,
Key Managerial Personnel (KMPs), and senior management

ix. Ensures alignment of remuneration with performance and Company objectives.

6. Insider Trading and Code of Conduct Policy

x. Prohibits trading in Company securities by insiders based on unpublished price-
sensitive Information.

xi. Ensures compliance with SEBI [Prohibition of Insider Trading) Regulations, 2015.

7. Policy for Determination of Material Subsidiaries

xlL Establishes criteria for identifying and monitoring material subsidiaries, In
compliance with SHBI Listing Regulations.

8. Policy on Preservation of Documents

xlli.Provides guidelines for maintaining, archiving, and safely disposing of Company
records in line with statutory requirements.

9. Policy on Familiarization of Independent Directors

xlv. Ensures Independent Directors are adequately familiarized with the Company's
operations, business model, regulatory framework, and key policies for Informed
decision-making.

The Board periodically reviews these policies to ensure they remain effective, relevant and in
line with statutory requirements and corporate governance best practices.

29. LOANS, INVESTMENTS, AND GUARANTEES

1. Investments

During the financial year 2024-25, the Company continued to make strategic investments in

its subsidiaries and other entities to support growth and expansion. The details of

investments are as follows:

Key Highlights:

• The Company acquired additional shares In Yara Green Energy Pvt Ltd, achieving 100%
ownership.

• Fresh investment of 4 120 Lakhs was made in Polyfirm Packaging Pvt Ltd to acquire
60% stake.

2. Loans and Advances

The Company has extended loans and advances to its subsidiaries and other parties to
support their working capital and operational requirements.

Loans to Subsidiaries

B) Loans and Advances to Other Parties

• Loans and advances to other parties amounted to ^ 598.50 Lakhs.

• Certain loans are interest-free and are provided primarily for business purposes.

C) Loans to Directors

• The Company had outstanding loans and imprest balances with certain Directors, as per
the provisions of the Companies Act. 2013 and applicable regulations.

3. Guarantees and Security Provided

• The Company has provided corporate guarantees and securities to banks and financial
institutions for borrowings availed by its subsidiaries.

• Loans and borrowings are generally secured by hypothecation of assets Including plant
& machinery, vehicles, and current assets.

• Cash credit, overdraft, and term loan facilities are secured by both movable and
immovable assets of the Company and its subsidiaries as per the sanctioned
agreements.

4. Compliance

All loans, investments, and guarantees given during the financial year are in compliance with
the provisions of the Companies Act. 2013. SEBl (Listing Obligations and Disclosure
Requirements) Regulations. 2015, and the Company's Internal policies.

30. RELATED PARTY TRANSACTIONS

During the financial year 2024-25. the Company has entered Into transactions with its related
parties in the ordinary course of business and on arm’s length basis, in accordance with the
provisions of the Companies Act. 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations.2015.

The Company's related parties include its subsidiaries, joint ventures, associates, key
managerial personnel (KMP), their relatives, and entities in which KMP or their relatives have
significant influence.

All related party transactions were approved by the Audit Committee in accordance with the
Company's policy on Related Party Transactions. There are no transactions that are prejudicial
to the interests of the Company. The details of transactions with related parties are as follows:

The particulars of contracts or arrangements with related parties referred to in Section 188 of
the Companies Act. 2013 are provided in the prescribed Form AOC-2. which Is annexed as
Annexure E to this Report

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

Conservation of Energy:

Since the operations of the Company are not energy-intensive, the Company has not consumed
energy at any significant level. Accordingly, no specific measures were taken for energy
conservation, and no additional investment was made for the reduction of energy
consumption.

Technology Absorption. Adaptation, and Innovation:

The operations of the Company do not involve any special technology. Therefore, there is no
requirement for efforts towards technology absorption, adaptation, or Innovation.

Foreign Exchange Earnings and Outgo:

The Company has no foreign exchange earnings or outgo during the year under review.

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSAL) ACT 2013

Pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (the "Act"), Anya Polytech & Fertilizers limited has
adopted a policy for the prevention, prohibition, and redressal of sexual harassment of women
at the workplace. The Company Is committed to providing a safe, secure, and respectful
environment to all employees, free from any form of sexual harassment

In compliance with the Act:

• The Company has constituted an Internal Complaints Committee (ICC) to deal with
complaints related to sexual harassment at the workplace.

• Awareness programmes and sensitization workshops were conducted during the year
to educate employees about the provisions of the Act and the Company's policy.

• Adequate facilities have been provided to the ICC to effectively discharge its dudes.

• The Company has displayed relevant guidelines and rules regarding the prevention of
sexual harassment at prominent places In the workplace.

Status during FY 2024-25:

• Number of complaints received: NU

• Number of complaints disposed of Nil

• Number of complaints pending as on March 31,2025: Nil

The Company reaffirms its strong commitment to ensuring a workplace environment built on
dignity, equality, and mutual respect where every individual can contribute productively and
without Fear.

33. CORPORATE GOVERNANCE

The disclosure requirements prescribed under Para C of Schedule V of the SEB1 (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (*SEBI LODR") are not applicable
to the Company pursuant to Regulation 15(2) of the SEBI LODR, as the Company is listed on
the SME Exchange.

34. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013, read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the Company
was required to spend a certain amount towards CSR activities during the year. The details are
as under:

• During FY 2023-24, the Company spent 46.50 lakhs against the requirement of 44.06
lakhs, thereby resulting in an excess spend of 42.44 lakhs, which has been carried
forward for set-off in subsequent years in accordance with Rule 7(3) of the CSR Rules.

• For FY 2024-25, no CSR obligation arose, hence no expenditure was Incurred.

35. DETAILS OF APPLICATIONS MADE OR ANY PROCEEDINGS PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year 2024-25, no application was made by or against Anya Polytech &
Fertilizers Limited under the provisions of the Insolvency and Bankruptcy Code, 2016, and
no proceedings are pending under the said Code as on the date of this report

36. LISTING OF SHARES

As of the fiscal year 2024-25, Anya Polytech & Fertilizers Limited had its shares listed on the
NSE Emerge platform following its Initial Public Offering (IPO) that concluded on December
30, 2024. The IPO opened on December 26,2024, with a price band of 413-414 per share and
a lot size of 10,000 shares. The listing occurred on january 2, 2025, at 417.10 per share,
reflecting a 22.14% premium over the issue price.

37. DEMATERIALIZATION OF SHARES

The Equity Shares of the Company are tradable only In electronic form In accordance with the
provisions of the Depositories Act, 1996. The Company has entered into tripartite agreements
with Central Depository Services (India) Limited (CDSL) and National Securities Depository
Limited (NSDL), along with Its Registrar and Share Transfer Agent (RTA) - M/s Skyline
Financial Services Private Limited - to facilitate the materialization of shares.

As on March 31, 2025,100% of the Company's total paid-up Equity Share Capital was held In
materialized form and 0% in physical form. The Company's ISIN Is 1NE0SI601032.

The Board advises ail shareholders holding shares m physical form (if any in future issuance)
to materialize their holdings to ensure easy liquidity, better transferability, and to be in line
with SEBI directives, which mandate trading in materialized form only.

38. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company hereby confirms that it has complied with all the applicable provisions of
Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards
on General Meetings (SS-2), as issued by the Institute of Company Secretaries of India (ICSl),
during the financial year 2024-25.

39. GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required In respect of the following
items, as there were no transactions or activities pertaining to these matters during the
financial year 2024-25:

a. Issue of equity shares with differential rights as to dividend, voting, or otherwise;

b. Instances with respect to voting rights not exercised directly by the employees of the
Company;

c. Neither the Executive Director nor the Chief Financial Officer (CFO) of the Company
receives any remuneration or commission from any other company;

d. There is no requirement to disclose a web link of the policy for determining 'material'
subsidiaries, as the Company had no subsidiaries during the financial year 2024-25.

42. ENCLOSURES

The following annexures form an integral part of this Board Report for the Financial Year
2024-25:

a. Anuexure-A: Management Discussion and Analysis Report

b. Aimexure-B: Particulars of Employees

c. Annexure-C: Secretarial Auditor's Report In Form No. MR-3

d. Annexure-D: AOC-2 (Details of Related Party Transactions)

43. ACKNOWLEDGEMENT

Your directors with to place on record their sincere appreciation and gratitude for the
continued assistance and generous support extended by all Government authorities, Financial
Institutions, Banks, Customers, and Vendors during the year under review.

The Directors also express their deep appreciation for the devotion, commitment, and valuable
contributions made by the employees of the Company In diligently discharging their duties
throughout the financial year.

For and on behalf of the Board of Directors
Anya Polytech & Fertilizers Limited

sd/- sd/-

Yashpal Singh Yadav Tej Pal Singh

Managing Director Director

DIN: 00859217 DIN: 06898372

Date: 28.08.2025
Place: Delhi