DIRECTORS' REPORT

Your Directors are pleased to present the 7^ Annual R^wrt ofThe Phosphate Company Limited, together with the Audited Financial Statements for the financial year ended 31st March, 2025.

FINANCIAL ffiGHLIGHTS

BUSINESS PERFORMANCE AND OPERATIONS

The Company delivered an improved performance in FY 2024-25, aided by favourable and widespread rainfall across key agricultural regions.

• Revenue & Profitability:

Gross trover rose to Rs. 137,77 lakhs, reflecting a growth of oier 10% compared to the previous year. EBITDA stood at Rs. 876 lakhs, up by more than 15% on year-on-year basis. Total Comprehensive Income Rs. 328 lakhs as against Rs. 178 lakhs in FY 2023-24.

• Production & Sales:

Production of Green Single Super Phosphate (SSP) fertiliser was at 73,727 MT, an increase of over 5% on YoY basis. Sales ofSSP (powder and granulated combined) at 72,903 MT, recording a growth of more than 4% compared with the previous year.

• Subsidy:

Fertiliser subsidy was disbursed @ 4,804 per MT during HI offY 2024-25, which was further revised upward to^ 5,121 per MT for H2 of FY 2024-25.

• New Products:

The Company successfully launched certain varieties of Specialty Nutrient and Crop Protection Chemicals (SNPC) under the SAMADHAN brand. These products have been well received in the agri-input market Additionally, the Company availed the opportunity to market Ammonium Sulphate manufactured by FACT Ltd.

OUTLOOK

The Government oflndia, under the Nutrient-Based Subsidy (NBS) Policy, has announced a subsidy of 17,263 per MT for SSP fertiliser for HI of FY 2025-26. This sul:sidy is payable on fertiliser sales made to farmers through Point-of-Sale (POS) machines.

Raw material availability remains a key challenge. Rock Phosphate the primary input is sourced from politically sensitive regions such as Egypt, Jordan, Syria, and Morocco. Continuing geopolitical tensions (including the Russia-^^me conflic, Israel-Iran hostilities, and Gaza crisis), together with security risks on maritime trade routes posed by Houthi rebels and Somali pirates, continue to impact supply chains and input pricing.

Looking ahead, the Company plans to:

• Expand the SAMADHAN Brand by introducing additional varieties of Paddy and other seeds, along with widening the SNPC portfolio launched last year.

• Leverage Government Approval to import and market selected grades of bulk fertilisers under the LAKSHMI Brand. enhancing product diversity.

• Strengthen Brand Equity and Distribution Network to capture incremental demand opportunities in the agri-input market.

Your Directois are confident that these initiatives will enable sustainable growth and improved financial performance in the coming years.

DIVIDEND

To conserve resources for fiihire growth, the Board has not recommended any dividend for the year.

TRANSFER TO GENERAL RESERVES

No amount is proposed to be transferred to General Reserves.

PUBLIC DEPOSITS

The Company has neither accepted nor holds any deposits under Section 73 of the Companies Act. 2013 as on March 31,2025.

RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company maintains a structured risk management framework. Risks across departments are periodically assessed, and measures are implemented to mitigate exposure. Currently, no risk has been identified that threatens the Company's existence or operations in the agro-input business.

The Internal Audit ftmction collaborates with departmental heads to evaluate key risks and assess the effectiveness of control mechanisms. Recommendations are placed before the Audit Committee for appropriate action.

STATUTORY AUDITORS

Mis S.K. Agrawal and Co. Chartered Accountants LLP (FRN: 306033E/E300272) continue as the Company’s Statutory Auditois until the conclusion of the 79th AGM to be held in 2027. The Auditor’s Report is self-explanatory and does not contain any qualifications.

COST AUDIT

As mandated under Section 148( I) of the Companies Act, 2013. your Company has appointed Mis S. Gupta & Co., Cost Accountants (FRN: 000020) as Cost Auditors for FY 2025-26, subject to ratification of their remuneration at the ensuing AGM.

In addition, the Department of Fertilisers has directed the Company to undertake a special audit of cost data for FY 2024-25 under the NBS policy to assess MRP reasonableness. This audit will also be conducted by Mis S. Gupta & Co.

INTERNAL AUDIT

Mis Batliboi Purohit & Darbari, Chartered Accountants (FRN: 303086E). continue to serve as Internal Auditors for FY 2025-26.

SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013, the Board bas reappointed CS Ajay Agarwal,

Proprietor of Ws Agarwal A & Associates (CP No. 13493, FCS-7604) as the Secretarial Auditor for FY 2025-26. The Secretarial Audit Report for Fy 2024-25 is in Form MR-3 annexed as Annexure Al & AnnexureA2

The Company bas complied with Secretarial Standards (SS-1 and SS-2) relating to Board and General Meetings.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed overview of the Company’s operations, industry structure, market outlock, opportunities, risks, and internal controls is provided in the M^anagement Discussion oral Analysis Report, attached as Annexure B, which forms an integral part of this Report.

BOARD OF DIRECTORS

The composition of your Company's Board reflects a healthy mix of executive and non-executive directors, including a woman independent director. Non-executive directors constitute a majority of the Board. During the year, Sbrl DIUp Pratapslngh Goculdas (DIN: 00367409) completed his second consecutive five-year term as an Independent Director and stepped down at the conclusion of the AGM held on 25th September 2025. The Board records its deep appreciation for his invaluable contributions and guidance during his tenure.

To fill the vacancy and strengthen the Board, Shri Gautam Bhattacharya was appointed as an Additional Director (Non-Executive, Independent) on 14th November 2024, subject to shareholders’ approval at the ensuing AGM.

Further, Smt. SonaU Sen (DIN: 00451839), who continues to serve as an Independent Director, is being recommended for re-appointment for another five-year term. Detailed profiles of both directors and their qualifications are included in the AGM Notice.

Board Composition (as on 31st March 2025):

• Shri Binod Khaitan (DIN: 00128502) - Non-Executive, Non-Independent Director

• Shri Hemant Bangur (DIN: ^^^$03) - Non-Executive, Non-Independent Director

• Smt. Sonali Sen (DIN: 00451839) - Non-Executive, Independent, Woman Director

• Shri Gautam Bhattacharya (DIN: 10834784) - Non-Executive, Independent Director

• Shri Ajay Bangur (DIN: 0004I7I1)- Executive Director & CEO

Following the induction of Shri Bhattacharya and retirement of Shri Goculdas, Board committees were reconstituted accordingly.

RE-APPOINTMENT OF DIRECTOR RETIRING BY ROTATION

In terms of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Sbrl Binod Kumar Kbaltan (DIN: 00128502) retires by rotation at the forthcoming AGM and being eligible, offers himself for reappointment.

Considering his experience and contributions, the Board recommends his re-appointment. His brief profile is disclosed in the AGM Notice.

INDEPENDENT DIRECTORS’DECLARATION

The Company has reecived declarations from all Independent Directors confirming their independence as per the provisions of Section 149(7) of the Act and Regulation I6(l)(b) and 25(8) of the SEBI Listing Regulations.

The Board affirms that there has been no change in the circumstances affecting their independence. Furthermore, the names of all Independent Directors are registered in the databank maintained by the Indian Institute of Corporate Affairs.

BOARD MEETINGS

During FY 2024-25, the Board met five times on the following dates:

• 29th May 2024

• 12th August 2024

• 9 th November 2024

• 14th November 2024

• 4th February 2025

The interyal between meetings was within the limits prescribed by the Companies Act, 2013 and SEBI Regulations.

DIRECTORS’ RESPONSIBJLITY STATEMENT

In accordance with Section 134(5) of the Companies Act. 2013. the Directors confirm that:

a) The applicable accounting standards have been followed.

b) Judgments and estimates used are reasonable and prudent.

c) Adequate accounting records have been maintained to safeguard assets and detect fraud.

d) Annual accounts have been prepared on a going concern basis.

e) Proper internal financial controls are in place and functioning effectively.

I) Compliance systems for applicable laws are adequate and operating effectively.

BOARD INDUCTION AND FAMILIARISATION PROGRAMMES

Independent Directors are provided with comprehensive induction materials at the time of appointment, including Company profile, Board structure, regulatory responsibilities, and expected roles.

Throughout the year, directors are regularly updated through presentations on business performance, key financials, industry trends, and relevant regulatory changes to enable effective governance and oversight.

NOMINATION & REMUNERATION POLICY

In compliance with Section 178( I) of the Act, the Company has adopted a policy on appointment and remuneration ofDirectors, KMPs, and senior management. It outlines:

• Board composition and selection criteria

• Remuneration structure for different roles

• Attributes of independence and professional integrity

• Appointment ternis and succession planning

The policy, based on recommendations of the Nomination & Remuneration Committee, is attached as Annexure C.

COMMITTEES OF THE BOARDI. Nomination and Remuneration Committee

• Chairperson: Smt. Sonali Sen

• Members: Shri Hcmant Bangur and Shri Gautam Bhattacharya

• Meeting Held: 12tb August 2024

2. Audit Committee

• Smt Sonali Sen

• Members: Shri Gautam Bhattacharya and Shri Ajay Bangur

• Meetings Held: 29th May, 12th August, 14th November 2024, 31st January, and 4th February 2025

• All reeommendations of the Committee were accepted by the Board.

3. Stakeholders’ Relationship Committee

• Chairperson: Shri Binod Khaitan

• Members: Shri Hemant Bangur and Shri Ajay Bangur

• Meeting Held: 4th February 2025

4. Corporate Social Responsibility (CSR) Committee

• Chairperson: Shri Binod Khaitan

• Members: Shii Hemant Bangur and Shri Gautam Bhattacharya

• Meeting Held: 12th August 2024

BOARD EVALUATION

Pursuant to the SEBI Listing Regulations and Companies Act, 2013, a formal evaluation of the Board, its committees, and individual directors was carried out.

Independent Directors were evaluated by the entire Board, while Non-Independent Directors and the Board as a whole were evaluated by the Independent Directors. The process covered asc its such as Board diversity, performance, effectiveness, strategic inputs, and governance standards. The results indicated a high level of engagement and satisfaction.

KEY MANAGERIAL PERSONNEL (KMP)

The following officials served as KMPs during the year:

• Shri Ajay Bangur - Executive Director & CEO (DIN: 00041711)

• Shri Nanda Klshore Kabra - Chief Financial Officer

• Shri Shankar Banerjee - Dy. Company Sec^^ty & Compliance Officer

SUBSIDIARY, ASSOCIATES & JOINT VENTURES

The Company has no subsidiaries, associate companies, or joint ventures during the financial year 2024-25. CONSOLIDATED FINANCIAL STATEMENTS

Since there are no subsidiary or associate companies, prepration of consolidated financial statements is not applicable.

LISTING OF SHARES

The Equity Shares of your Company continue to be listed on:

• BSE Limited (Scrip Code: 542123)

• Calcutta Stock Exchange Limited (Scrip Code: 2603 I)

SHARE CAPITAL & RECONCILIATION

There has been no change in the capital structure of the Company during the year under review.

The Equity Share Capital of the Company is Rs.3,60,74,800 divided into 36,07,480 Equity Shares of Rs.10/- each as on the close of the FY 2024-25.

As stipulated by the Securities and Exchange Board of India (SEBI), Reconciliation of Share Capital Audit is carried out every quarter. The Report is placed before the Board of Directors and submitted to the Stock Exchanges.

DEMATERIALISATION OF SHARES

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2018, effectivc from 1st April 2019, transfers of securities in physical form arc no longer permitted. All transfers must be in dematerialised form.

The Company’s shares arc available for dematerialisation with both major depositories in India:

• ISIN: INE398C010l6

• Depositories: National Securities Depositoty Limited (NSDL) and Central Depository Services (India) Limited (CDSL)

As on 31st March 2025, approximately 95.44% of the total equity share capital stands dematerialised. PREVENTION OF INSIDER TRADING

The Company's Code of Conduct for Prevention of Insider Trading, originally adopted in 2015, continues to be in force. It prohibits directors and employees from trading in the Company’s securities while in possession of unpublished price-sensitive information.

The Company also maintains a tamper-proof structured digital database with audit trail to record all communications of such sensitive infonnation shared for legitimate purposes, in compliance with SEBI’s requirements.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

There was no unclaimed or unpaid dividend or other amounts due for transfer to the Investor Education and Protection Fund during the year under review, in accordance with Section 124(5) of the Companies Act, 2013.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

Your Company maintains a robust internal control framework that aligns with the scale and complexity of its operations. The Internal Auditor, who reports directly to the Chairman of the Audit Committee, monitors the implementation and effectiveness of controls across all functional areas.

Significant audit observations and corrective action plans are reviewed periodically by the Audit Committee, ensuring continuous improvement and risk mitigation.

LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186

During the financial year, the Company has not entered into any transaction involving loans, guarantees or investments requiring disclosure under Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

All transactions with related patties were conducted on an arm’s length basis and in the ordinary course of business. Accordingly, disclosure in Form AOC-2 is not required.

Further, there were no material related party transactions that could potentially have a conflict with the interests of the Company. Disclosures as required under Indian Accounting Standards are presented in the Notes to the Financial Statements.

The Company’s Policy on Related Party Transactions is available on its website: https://www.phosphate.co.in/financial-investors.html

CODE OF CONDUCT

The Company has adopted a Code of Conduct applicable to all Directors, senior management, and employe. The Code is based on principles of corporate governance, ethical business conduct, legal compliance, and commitment to the Company’s values.

It covers areas such as sustainable development, workplace ethics, occupational safety, transparency, gender sensitivity, and leadership by example.

EXTRACT OF ANNUAL RETURN

In compliance with Section 92(3) of the Companies Act, 2013, the Annnual Retom in Form MGT-7 for the financial year ended 31st March 2025 is available on the Company’s website: https://www.phosphate.co.in/investors.html

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has implemented a Vigil Mechanism to encourage directors and employecs to report genuine conccms regarding unethical behaviour, financial irregularities, or misconduct. The mechanism ensures coofideotiality, anonymity, and ooo-retaliatioo.

The Whistle Blower Policy is available on the Company’s website and is periodically reviewed by the Audit Committee.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of the business of the Company during the financial year 2024-25. MATERIAL CHANGES AND COMMITMENTS

There are no material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

SIGNIFICANT ORDERS PASSED BY REGULATORS OR COURTS

There have been no significant or material orders passed by any regulator, tribunal or court during the year that could impact the going concern status or future operations of the Company.

PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

There were no pr^oceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Ban^ptcy Code, 2016, as amended, before National Company Law Tribunal or other Courts.

CREDIT RATING

The Company’s creditworthiness was rea^^ed by Acuite Ratings & Research Limited, which assigned:

• BBB-/ Stable for fund-based working capital and term loan facilities

• A3 for non-fund-based working capital facilities

INSURANCE

All tangible assets and major properties of the Company are adequately insured against fire, theft, and other risks.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE & PARTICULARS OF EMPLOYEES

Energy Conservation:

Steps taken towards energy conservation are enumerated below.

a. Maintaining the overall power factor above 0.95 using capacitor bank;

b. Phase-wise changing high watt Mercury/SON lamp to less energy consuming LED lamps has reduced the lighting load.

Steps taken by the Company for utilising alternate sources of energy:

The Company is exploring application of solar power energy instead of normal conventional power in some areas of the production process and factoiy lightings.

Technology Absorption:

The Company continues to adopt contemporary manufacturing technologies to ensure product quality and efficiency.

Particulars of Employees

Disclosures pursuant to Section 197 of the Companies Act. 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Anncxurc F to this Report.

CORPORATE GOVERNANCE

In terms of Regulation 15 of the SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company is exempted from compliance with certain provisions relating to corporate governance.

However, applicable parts of Schedule V of the SERI Listing Regulations have been included in Annexure D forming part of this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As part of its commitment to inclusive growth, the Company undertook CSR activities during the year amounting to ^ 13.00 lakhs which was contributed to Human Development Centre towards tbe purchase of land for the upcoming Joynagar Eye Hospital in South 24 Parganas, West Bengal. The disclosures required to be given under Section 135 of the Companies Act, 2013 read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in Annexure E to the Board report.

The CSR Committee ensures alignment of social initiatives with the core values of people-centric development, healthcare, and education.

PREVENTION OF SEXUAL HARASSMENT

The Company is committed to providing a safe and respectful work environment for all employees. No complaint of sexual harassment was received during the financial year 2024-25.

REPORTING OF FRAUDS

There were no instances of fraud reported by the Statutory Auditors to the Board or to the Central Government under Section 143(12) of the Companies Act, 2013 during the year.

HUMAN RESOURCES

As on 31st March 2025, the Company employed [49] staff. Human capital continues to be an important pillar of strength for the Company.

The Company fosters a porformanec^riven culture and has maintained cordial industrial relations ^roughout the year. Disclosures under Section I 97(12) are available in Annexure F.

ACKNOWLEDGEMENTS

The Board places on record its gratitude for the continued support and cooperation fiom:

• Shareholders

• Customers

• Vendors and Business Partners

• Financial Institutions and Bankers

• Rating Agencies

• Gove^rnent Authorities and Regulatory Bodies

• Stock Exchanges, Depositories, Auditors, and Consultants

We also sinecrely thank the Company’s employees for their commitment and contributions towards the Company’s performance and growth.

CAUTIONARY STATEMENT

This Report contains forward-looking statements relating to the Company’s fitture plans, objectives, and expected performance. These statements are based on management's m^nt expectations and assumptions. Actual results may differ materially due to various external factors including market conditions, raw material prices, regulatory changes, and macroeconomic conditions.

The Company assumes no obligation to publicly revise or update any such statements based on subs^uent events or developments.