Agro Phos India Ltd

During the year under review, performance of your company was as under:

Standalone Performance:

During the year under review company has achieved Turnover of Rs. 10714.28 Lacs as compared to the turnover of the previous year 13135.40 Lacs. Profit of the company for the current financial year was Rs. (525.58) lacs as compared to Rs. 500.36 Lacs in previous year due to reduction in subsidy allocation by the Government of India for the fertilizer industry and the lack of adequate rainfall during the current financial year. Also, we are also finding some specific resources from where we can get raw material at reduced prize.

Strategic Initiatives to Mitigate and Improve Performance in FY 2025

The Company has entered into various contracts:

During the year under review, Company has entered MOU with The Maharashtra Agro Industries Development Corporation Limited (Government of Maharashtra) for Exclusive Supply of SSP of 25227 Ton of SSP under the Brand of “Krishi Samridhi” on 01.03.2023.

Company has entered MOU with Brahmaputra Valley Fertilizer Corporation Limited for supply of 25000 Ton of SSP on 12.01.2023.

Company has also entered MOU with Matix Fertilizer & Chemical Limited for supply of 18700 Ton of SSP on 21^st March, 2023. This agreement was further amended on September 5, 2023, to include an additional 30,000 MT of SSP, bringing the total to 77,400 MT for FY

2023-2024.

On 14.03.2024, the Company has entered into MOU with Matix Fertilizer & Chemical Limited for supply of 60000 Ton of SSP valid for period 17.04.2024 to 31.03.2025.

The Company has entered MOU with Hindustan Urvarak and Rasayan Limited on 28.05.2024 for the period 28.05.2024 till 27.05.2025 for supply of 125350 MT of SSP.

As the Company has good number of contracts in hand, Your Company is hopeful to fulfil all of them and achieve a marked improvement in financial performance in the upcoming year.

Consolidated Performance

The audited consolidated financial statements incorporating the duly audited financial statements of the associate namely Shri Tulsi Phosphate Limited, as prepared in compliance with the Companies Act, 2013 (‘the Act'), Listing Regulations, 2015 and in accordance with the Indian Accounting Standards specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 along with all relevant documents and the Independent Auditors' Report thereon forms part of this Annual Report.

Pursuant to the provisions of section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company's associate for the financial year ended on 31^st March 2024 in Form AOC-1 (Enclosed herewith as Annexure 2” forms part of this Annual Report.

During the financial year under review, on a consolidated basis, the total revenue was Rs. 10714.28 Lakhs for the year ended 31st March, 2024 and the profit/(loss) of Rs. (527.91) Lakhs. The Earning per Share (“EPS”) is Rs. (2.59).

During the year, there has not been any change in the nature of the Business.

In light of the financial performance for FY 2023-24, the company has decided not to declare a dividend this year. This decision reflects the current losses incurred and aligns with the company's commitment to strengthening its financial position and addressing the challenges faced. The focus remains on improving profitability and ensuring long-term value for shareholders.

The Company has appropriated a loss of Rs. 525.57 lakhs to the Free Reserve during the year under review.

The Company did not accept any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the rules made there under.

Your directors informed that all the fixed assets of the company are adequately insured.

There were no changes have been made in the Authorized Capital of the company during the financial year 2023-24. The current Authorized Capital of the company is Rs. 21,00,00,000/- divided into 2,10,00,000 equity Shares of Rs. 10 each. b) Issued Subscribed and Paid-up Share Capital

The issued, subscribed and paid-up share Capital of the Company is same as in the previous Year that means no further issue or bonus issue was brought by company.

Issue of Bonus Equity Shares: Nil Issue of Equity Shares: Nil.

The Industrial relations of the company were harmonious with suppliers, customer‘s employees, factory labor, financial leaders, as the company‘s promoter is having a great influence in the fertilizer industry of middle east of India which always supposed to turned into some wonderful corporate relation of company among others in this industry, also management is striving their efforts toward the harmonious relation with vendors, raw material suppliers, purchasers, Governments Bodies and other stakeholders. Your company is always having concern about its employee and labor as a part of this your company was arranged all necessary arrangement for safety of health of our employees as availability of Primary medical treatment facility at corporate office and plant premises.

Company is having system to provide loan facility without interest or lesser interest as per the salary slab criteria to needy employees so as to assure timely help to them to face any untoward or any to fulfil their needs.

Company always welcomes from its employee about any facilities/ aid they can serve to them and management always do their best to promote practice of collective bargaining, trade unionism, and harmonious labor-management relations, provide friendly environment and comfort to company's employees so that they may explore their maximum output throughout the year. We also would like to place on record our sincere appreciation to the cooperation extended by all the employees in maintaining cordial relations.

10. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis, forming part of this report as required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached as “Annexure-A” separately to this Report.

11. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of the knowledge and belief and according to the information and explanations obtained by them, your Directors confirms the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: a. That in the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b. That such accounting policies as mentioned in the Financial Statements have been selected and applied consistently. Such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs and of Profit of the Company for the financial year ended on 31^st March, 2024. c. That they 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. That they have prepared the Annual Accounts on a going concern basis; e. That they have laid down internal financial controls for the company and such internal financial controls were adequate and were operating effectively. f. That they have devised proper systems to ensure compliance with the provisions of all applicable laws and such system are adequate and operating effectively.

12. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Changes in Directors: I Cessation of Directors:

During the period under review, Ms. Vidhi Jain has resigned as an Independent Director with effect from 10th November, 2023 due to pre-occupation elsewhere.

On 2^nd September, 2024, Mr. Tushar Dave has resigned as an Independent Director due to personal reasons and pre-occupation elsewhere.

II Appointment of Directors

Pursuant to provisions of Companies Act, 2013 (“the Act”), on the recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on: 09^th February, 2024 appointed Ms. Shweta Bhamare as an Additional Director in the capacity of Independent Director with effect from 09th February, 2024 upto the 22^nd Annual General Meeting. 17^th August, 2024 appointed Mr. Mahesh Kumar Agarwal as an Additional Director in the capacity of Independent Director with effect from 17th August, 2024 upto the 22^nd Annual General Meeting.

III. Retirement by Rotation:

The independent directors hold office for a fixed term not exceeding five years from the date of their appointment and are not liable to retire by rotation. However as per the provision of the Companies Act, 2013 and as per the Article of association of the company Mr. Raj Kumar Gupta, Director of the company, who has longest in the office are become liable to retire by Rotation in ensuing Annual General Meeting and, being eligible have offered their candidature for re-appointment. Brief details of Mr. Raj Kumar Gupta, Director, who are seeking re appointment, are given in the notice of annual general meeting.

B. Changes in Key Managerial Personnel:

During the period under review, Ms. Reena Saluja was appointed as Company Secretary with effect from 21^st September, 2023.

13. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

As on March 31, 2024, the Company does not have any subsidiary or joint venture. Also our company is not a subsidiary to any other company,

Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements, are available on the website of the Company www.agrophos.com

Further, Pursuant to the provisions of Section 129 of the Companies Act, 2013, a statement containing the salient features of financial statements of the Company's associate in Form AOC-1 forms part of this report.

14. NUMBER OF BOARD MEETINGS

Physically conducted Board Meeting:

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

As stipulated by the Code of Independent Directors under the Companies Act, 2013; a separate meeting of the Independent Directors of the Company was held on 05^th January, 2024 to review the performance of Non-Independent Directors (including the Chairperson) and the entire Board. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

15. COMMITTEES OF THE BOARD

The Company is having required committees of Board of Directors as per the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements), Regulations 2015, all the committees are having required composition of Executive & Non-Executive Directors as chairperson as well as members.

During the FY 2023-2024: Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committees have been re-constituted on 22^nd December, 2023 as the existing member namely Ms. Vidhi Jain has resigned from the post of Directorship (including Board Committees Membership) on 10^th November, 2024. Therefore, Mr. Abhishek Kalekar, Non-Executive Director of the company was appointed member of Committees in Board Meeting held on 22^nd December, 2023.

As on date of report: Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committees have been re-constituted on 03^rd September, 2024 as the existing member

rd nd

namely Mr. Tushar Dave has resigned from the post of Directorship (including Board Committees Membership) on 02 September,2024. Therefore, Mr. Mahesh Kumr Agarwal, Additional Independent Director of the company was appointed member of Committees in Board Meeting held on 03 September,2024.

The Complete details of the committee and its Meeting are given in corporate governance portion of this Report for FY 2023-2024.

16. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2023-24 in the prescribed format, AOC- 2 as Annexure-B has been enclosed with the report, further it was observed that all transactions with the related parties are at arm ‘s length basis and in ordinary course of business of company. Details of the transactions were placed before audit committee for their review. An Omnibus approval from the Audit Committee was obtained for transactions which are of repetitive nature.

In terms of Regulation 23(9) of the Listing Regulations, the Company submits on the date of publication of financial results, the half yearly disclosures of related party transactions.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has complied with the applicable provisions of Section 186 of the Act during the under review. During the reporting financial year, there stood an outstanding advance loan given to one Body Corporate. Also, the company has made investment in the two body corporates. The complete details on loan, guarantee, Security or investment, are given in the notes to the Financial Statements.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the requirement of Section 177 (9) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism called the Whistle Blower Policy for Directors and Employees to report concern of unethical behavior, actual or suspected fraud or violation of the Company‘s Code of Conduct or ethics policy and the details of the Whistle Blower Policy has been uploaded on the Company‘s website http://www.agrophos.com . However, during the financial year company was not recorded any case of unethical behavior, actual or suspected fraud or violation of the Company‘s Code of Conduct or ethics policy.

20. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report except the following change:

With effect from current financial year i.e. FY 2024-2025, the company has changed its accounting policy of recognizing of SSP Subsidy in respect of sale of goods. The subsidy is now recognized at a point in time i.e. when control of the goods has transferred to buyer, rather than recognizing it when goods sold to end user / farmer and bill generated through IMFS System. This change in accounting policy is made to provide more accurate and timely recognition of revenue.

21. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are disclosed in “Annexure-C” enclosed with this Report.

22. RISK MANAGEMENT POLICY:

The Company has adequate risk management process to identify and notify the Board of Directors about the risks or opportunities that could have an adverse impact on the Company's operations or to that could be exploited to maximize the gains. The processes and procedures are in place to act in a time bound manner to manage the risks or opportunities. After conclusion of the whole year your board are in the following view There were no internal disputes or mismanagement was observed during this whole year. We have not recorded any human loss during the reporting financial year and up to the date of this report.

23. AUDITORS, THEIR REPORT & COMMENTS BY THE MANAGEMENT

Statutory Auditors

Pursuant to provisions of section 139 of the Companies Act, 2013 and rules made there under and on recommendation of the audit committee M/s. Ashok Khasgiwala & Co., LLP Chartered accountants were Re-appointed as Statutory auditors of the company for a further period of Five years commencing from the year 2022-23 to 2026-27 in the Annual General Meeting held on 30th September 2022.

In respect to Audit conducted for the year under review, our Board is pleased to inform that the notes on accounts referred to and the Auditors‘ Report are self-explanatory and therefore do not call for any explanatory note. No fraud has been reported by the Auditor to the Audit Committee or the Board.

Cost Auditor

The Board of Directors, in pursuance of an order under section 148 of the Companies Act, 2013, read with Rule 14 of the Companies (Audit & Auditors) Rules, 2014, issued by the Central Government and on the recommendation of Audit Committee was appointed M/s. M.P. Turakhia & Associates, Cost Accountants, as Cost Auditors to conduct audit of the cost accounts maintained by the Company in respect of Fertilizers manufactured for the financial year 2023-24.

In respect to Audit conducted for the year under review, Your Board is pleased to inform that the Cost Auditors‘ Report are self-explanatory and therefore do not call for any explanatory note.

Internal Auditor

M/s. Pankaj Somaiya & Associates LLP, Chartered accountants was appointed as an Internal Auditor of the Company to conduct the internal audit of the Company for the Financial Year 2023-2024, as required under Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined. The Audit Committee of the Board of directors actively reviews the adequacy and effectiveness of the Internal Control System and suggest improvements to strengthen the same. To maintain its objectivity and independence, the Internal Auditor reports to the Chairperson of the Audit Committee of the Board. Based on the report of internal audit function, Company undertakes corrective action in their respective areas and thereby strengthen the controls. Recommendations along with corrective actions thereon are presented to the Audit Committee of the Board and accordingly implementation has been carried out by the Company.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed M/s Neelesh Gupta & Co., Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report for the financial year 2023-24 is annexed in “Annexure-D” herewith as forming part of this report.

Annual Secretarial Compliance Report

As per Reg. 24A of SEBI(LODR), Regulations 2015 and SEBI Circular dated 08^th February 2019, all listed companies have to obtain Annual Secretarial compliance report from Company Secretary in practice, and pursuant to which your company has obtained ASCR for F.Y. 2023-2024 from Secretarial Auditor namely M/s. Neelesh Gupta & Co. and said report contain the same remarks or Observations as mentioned above in respect to Secretarial Audit report and board comments over the same is simultaneously mentioned there.

Reporting of fraud by auditor

During the year under review, none of the above-mentioned auditors have reported any instances of fraud committed against the company by its officers or employees, to the audit committee under section 143 (12) of Companies Act, 2013

24. FOREIGN EXCHANGE EARNINGS AND OUTGO

A detailed report on Corporate Governance, along with certificate on corporate governance forming part of this report as required under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached separately as -”Annexure-E” to this report.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:

CSR is made applicable to the Company pursuant to the profitability of the company in the previous year. The Company has a Corporate Social Responsibility Policy as per the requirements of the Act and the same is available on the website of the Company.

During the year, the CSR Company has made some investment in CSR Related activities in appropriate activities. Complete Detail about CSR are disclosed in “Annexure-F” to this Report.

26. MANAGERIAL REMUNERATION:

Company has paid total managerial remuneration amounting to Rs. 96,00,000/- during the year to its Executive Directors including Managing Director and Whole Time Director.

Company has paid Sitting fees to its Non-Executive Directors including independent Director for attending meeting of Board and committee thereof.

27. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

During the year, the Company has not received any complaint, which is appreciable as the management of the company endeavor efforts to provide safe environment for the female employees of the company.

28. EMPLOYEE'S REMUNERATION

The detail of the employees, who was in receipt of remuneration as specified under Rule 5 (2) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in “Annexure-G” attached to this Report.

29. INTERNAL FINANCIAL CONTROLS

The company is having adequate internal financial controls with reference to the financial statements in terms of Section 134 (3) (q) of Companies Act, 2013 read with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014.

30. BOARD EVALUATION

Pursuant to the provisions of section 134 (3) (p) of the Companies Act, 2013 and applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and Individual Directors, including the Chairperson of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement and effectiveness of the Board and its Committees with the Company.

31. LISTING & DEPOSITORY FEE

The Company has paid Annual Listing Fee for the financial year 2023-24 and 2024-25 to National Stock Exchange of India Ltd. according to the prescribed norms & regulations.

32. ANNUAL RETURN

The Annual Return of the Company as on March 31, 2024 is available on the Company‘s website and can be accessed at Investor Section of company‘s Website Via, www.agrophos.com

33. SECRETARIAL STANDARDS OF ICSI

Your Company is in Compliance with the all-applicable Secretarial Standards as specified by the Institute of Company Secretaries of India.

34. DECLARATION/AFFIRMATION

There are no significant and material orders passed by the regulator or courts or tribunals impacting the going concern status of the Company and future operations.

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 The Company has not made any one-time settlement with any Bank or Financial Institution as such disclosure or reporting requirements in respect of the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not required.

35. BANKS AND FINANCIAL INSTITUTIONS

Your Company is prompt in paying interest and repayment of loans to the financial institutions/banks. Banks and Financial Institutions continue their unstinted support in all aspects, and the Board had placed its appreciation for the same on record.

36. GREEN INITIATIVES

Electronic copies of the Annual report for the year 2024 and the Notice of the 22^nd Annual General Meeting are sent only to Members whose email addresses are registered with the Company/ depository participant(s). To support the “Green Initiative”, Members who have not registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronics form and with RTA in case the shares are held by them in physical form.

37. ACKNOWLEDGMENT

Your directors‘ thanks the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge support of the NSE Ltd., Share Transfer Agent and also to all stakeholders of the Company viz. customers, members, dealers, vendors, bankers and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.