Shree Pushkar Chemicals & Fertilizers Ltd

To,

The Members,

Shree Pushkar Chemicals & Fertlisers Limited

The Board of Directors of your Company take pleasure in presenting their 31^st Report as a part of the Annual Report of your Company ("the Company" or "SPCFL"), together with the Audited Financial Statements (Standalone and Consolidated) and the Auditors? Report thereon for the financial year ended 31^st March 2024. The Consolidated performance of the Company and its subsidiaries has been referred to whenever required.

1. Summary Of Financial Results:

The Company?s financial performance, for the year ended 31^st March, 2024 as compared to the previous financial year is summarized below:

2. Operations of the Company and Subsidiary Companies:

During the year under review, the Consolidated Revenue from operations of your Company was Rs. 72,616.67/- lakhs, with an increase of 6.16 % over the preceding year?s revenue of Rs. 68,402.66 lakhs. The Sales contribution from Kisan Phosphates Private Limited ("KPPL") our Wholly Owned Subsidiary, has been at Rs. 9,826.70 /- lakhs, as against Rs. 13,242.56 lakhs achieved in the preceding year. The Sales contribution from Madhya Bharat Phosphates Private Limited ("MBPPL") our another wholly owned subsidiary was Rs. 14,256.28 /- lakhs, as against Rs. 13,254.77 lakhs achieved in the preceding year recording an improvement of 7.56 %.

The Sale of fertilisers in KPPL has been commendable recording a sale of 58,919 MT at Rs. 77.16 crores in Fertilisers. The Sale of fertilisers in MBPPL has been commendable recording a sale of 95,540 MT at Rs. 129.96 crores in Fertilisers.

As regards the standalone performance of your Company, the Revenue from operations was Rs.48,695.11 lakhs, with an increase of 15.97 % over the preceding year?s revenue of Rs.41,987.63 lakhs. The exports during the year, contributed by the Dyes and Intermediates divisions, have been at Rs. 7,685.85 lakhs and our imports have been mainly in terms of Rock Phosphate for our fertiliser Division and to a lesser extent of certain fine chemicals for our intermediates? division, totally amounting to Rs. 8,760.71 lakhs.

The standalone vertical wise quantitative Sales for the FY 2023-24 vis-a-vis that of FY 2022-23 is as under:

3. Operational Performance on consolidated basis during the last 5 years:

Viewing the operational performance over the years, the Company has till last year been maintaining steady progress over the years in terms of sales and profits. However, the Company has still been maintaining its operational efficiency as can be observed from the cost of raw material to sales and the profitability margins such as EBIDTA margin and PAT margin.

4. Changes in the Nature of the Business:

The Company continues to be engaged in the activities pertaining to manufacturing of Chemicals and Fertilisers products. There are no changes in the nature of business of the Company and its subsidiaries during the financial year under review.

5. Dividend:

Your Directors are pleased to recommend a Final dividend of Rs.1.50/- (Rupees one Rupee and Fifty paise only) per equity share having face value of Rs.10.00/- each for the financial year 2023-24. The dividend, as recommended above, if approved at the AGM by the members, would be paid within thirty days from the date of declaration of dividend to those Members/Beneficial holders whose names appear in the Register of Members as on Book Closure date fixed for the said purpose. The total outgo towards dividend on equity shares amounts to Rs. 474.39 Lakhs.

The Register of Members and Share Transfer Books of the Company will remain closed for the purpose of payment of dividend for the financial year ended 31^st March 2024 and the AGM. Book closure date has been indicated in the Notice convening AGM.

The dividend distribution Policy in terms of regulations 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 (??hereinafter referred as Listing Regulations") is available on the Company's website on https://www.shreepushkar.com/wp-content/uploads/2023/02/SPCFL-Dividend-Distribution- policy-final.pdf. The said Policy lays down various factors which are considered by the Board while recommending the dividend for the year.

As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the shareholders at the applicable rates. For details, shareholders are requested to refer to this 31^st Notice of Annual General Meeting.

6. Transfer To Reserves:

The Company has not transferred any amount to the General Reserve during the financial year.

7. Preferential issue:

The members of the Company at its 30^th Annual General Meeting held on 29^th September, 2023 approved allotment of 7,11,811 warrants convertible into equal number of Equity shares at Rs. 212.65/- per warrants. The Company has received the consideration for allotment of warrants and conversion of such warrants on 22^nd July, 2024 in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

The proceeds of the preferential issue were used to enhance the capacity of Chemical business (excluding acid complex) by the way of backward and forward integration and fertilizers business (Consolidated capacity) by the way of foraying into manufacturing of complementary products to existing products and setting up of 3.8 MWDC Solar Power for captive consumption under 'Open Access Scheme' of Maharashtra State Electricity Distribution Limited.

8. Capital Structure:

• Authorised Share Capital:

During the year under review, the Authorised Share Capital of the Company was increased from Rs.32,00,00,000.00/- (Rupees Thirty Two Crores Only) divided into 3,20,00,000.00/- (Three Crores Twenty Lakhs Only) equity shares of Rs.10/- (Rupees Ten Only) each to Rs.32,50,00,000/- (Rupees Thirty Two Crores Fifty Lakhs Only) divided into 3,25,00,000 (Three Crores Twenty Five Lakhs Only) equity shares of Rs.10/- (Rupees Ten only) each.

• Issued and Paid Up Share Capital:

The paid up, issued and subscribed capital of the Company at the beginning of the financial year was Rs. 31,62,58,800/- (Rupees Thirty one Crores Sixty Two Lakhs Fifty Eight Thousand and Eight Hundred Only) divided into 3,16,25,880 (Three Crores Sixteen Lakhs Twenty Five Thousand Eight Hundred and Eighty Only) equity shares of Rs.10/- each.

There has been no change in the paid up, issued and subscribed capital of the Company during the financial year.

After Closure of the year:

- Upon receipt of the balance 75% of the issue price of convertible warrants from Mr. Gautam Makharia, 7,11,811 Equity shares were allotted to Mr. Gautam Makharia, Joint Managing Director and Promoter of the Company (allottee) upon conversion of Warrants on 22^nd July, 2024

- The Company has applied for listing approval of such Equity shares with BSE Limited and National Stock Exchange of India.

Consequently, as on the date of this Report, the paid up, issued and subscribed capital of the Company stands increased to Rs. 32,33,76,910.00/- (Rupees Thirty Two Crores Thirty Three Lakhs Seventy Six Thousand Nine Hundred Ten Only) divided into 3,23,37,691 (Three Crores Twenty Three Lakhs Thirty Seven Thousand Six Hundred and Ninety One Only) equity shares of Rs.10.00/- each.

9. Details pertaining to Shares in Suspense Account:

During the year there was no transfer of shares to IEPF suspense account.

10. Material changes and commitments between the end of the financial year and date of the report affecting financial position:

There were no material changes and commitments that occurred after the close of the year till the date of this Report, which affected the financial position of the Company.

11. Details in respect of any scheme of provision of money for purchase of own shares by the Company:

During the year under review, there was no scheme approved and initiated by the Company under Section 67 of the Companies Act, 2013.

12. Acceptance Of Deposit:

During the Financial Year 2023-24, the Company has not accepted any deposits from public within the meaning of Section 73 and Section 74 of the Companies Act, 2013, therefore the disclosure pursuant to Rule 8 (5)(v) & (vi) of Companies (Accounts) Rules, 2014, is not applicable to the Company.

The Company as at 31^st March, 2024 has accepted loan from the following person who had furnished to the Company, a declaration in writing, to the effect that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others -

13. Matters Related to Board Of Directors:

a) Composition:

The Board of Directors of the Company comprise of 6 Directors, who have wide and varied experience in different disciplines of corporate functioning. The present composition of the Board consists of one Managing Director, one Joint Managing Director, one Non-Executive and Non-Independent Director and Three Independent and Non-Executive Directors.

The details are as below:-

b) Appointment/Reappointment/Retirement by Rotation:

In accordance with the provisions of Section 152 of the Companies Act 2013 and the Articles of Association of the Company, Mr. Ramakant Nayak, Non-Executive and Non-Independent Director of the Company, retires by rotation at the forthcoming 31^st Annual General Meeting and being eligible offers himself for re-appointment.

At the 30^th AGM of the Company, approval of the Members was taken for the Re-appointment of Mr. Satpal Kumar Arora as a Non-Executive and Independent Director of the Company for a second and final term of 5 (five) years. His second term commenced from 5^th November 2023 for a period of 5 (Five) years up to 4^th November, 2028.

14. Directors? Responsibility Statement:

Pursuant to provisions of section 134(3)(c) of the Companies Act, 2013, the Directors confirm that, to the best of their knowledge and belief:

a) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

b) The Directors had selected such accounting policies and applied them consistently and made Judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) The Directors had 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 Director had prepared the annual accounts on going concern basis;

e) The Director had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) The Director had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

15. Directors? Disqualification:

None of the directors of the Company are disqualified as per the provision of Section 164 of the Companies Act, 2013 or Listing Regulations or any other law as may be applicable, as on 31^st March, 2024.

16. Disclosure as per the Section 134 of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014:

a) Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return in Form MGT-7 as on 31^st March, 2024 is available on the Company's website at https://www.shreepushkar.com/mgt-7/

b) Declaration by Independent Directors:

The Board has received the declaration from all the Independent Directors as per the Section 149(7) of the Companies Act, 2013 and Listing Regulations and the Board is satisfied that all the Independent Directors meet the criteria of independence as mentioned in Section 149(6) of the Companies Act, 2013, read with the Schedules and Rules issued there under, as well as under Listing Regulations.

c) Company?s Policy on Directors appointment and Remuneration:

The Nomination and Remuneration Committee ("hereinafter referred as NRC") has put in place the policy on Board diversity for appointment of directors, taking into consideration qualification and wide experience of the Directors in the fields of banking, finance, regulatory, administration, legal etc.

The remuneration policy of the Company has been so structured in order to match the market trends of the Chemical and Fertilisers industry. The Board in consultation with the NRC decides the remuneration policy for Directors. The Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time.

Remuneration payable to Directors is determined by the contributions made by the respective Director for the growth of the Company.

The Policy of the Company on Director's appointment and remuneration, including criteria as to qualifications, positive attributes, independence of a Director and other matters as required under Section 178(3) of the Companies Act, 2013, is available on the website of the Company https://shreepushkar.com/policies-and-code-ofconduct/ and is annexed as Annexure "6" forming part of this Report. We affirm that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

d) Board Evaluation:

Provisions of the Companies Act, 2013 and Listing Regulations mandates that the Board shall monitor and review the Board evaluation framework. The Schedule IV of the Companies Act, 2013 states that the performance evaluation of the Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

As required under the provisions of Section 134(3)(p) of the Companies Act, 2013 and Listing Regulations, the Board has carried out annual evaluation of the performance of the Board, its Committees and of individual Directors and the manner in which such performance evaluation was carried out is as under:

The performance evaluation framework is in place and has been circulated to all the Directors to seek their response on the evaluation of the entire Board and Independent Directors. The performance of the Board and Committees was evaluated by the Board with the help of inputs received from all the Directors and the Committee members on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, exercise of responsibilities in a bona fide manner in the interest of the Company, striving to attend meetings of the Board of Directors/Committees of which he/she is a member/general meetings, participating constructively and actively in the meetings etc.

The Board is of the opinion that the Independent Directors have contributed through the process of Board and Committee meeting of which they are members in effective manner as per their expertise in their field and needs of the organization. The suggestions and contributions of the Independent Directors in the working of the Board\ Committee were satisfactory and the value addition made by such Independent Directors individually and as a team is commendable.

Also, the Company had provided facility of performance evaluation to Directors through online platform for convenience of the Board members.

e) Related Party Transaction:

The Board of Directors of the Company at its Meeting held on 11^th February, 2022 amended the "Policy on Materiality of Related Party Transaction and dealing with Related Parties" in order to align it with the SEBI (LODR) (3^rd Amendment) Regulations, 2021 and Regulation 23 of Listing Regulations. The Policy adopted by the Board on Related Party Transactions is available on the website of the Company at https://shreepushkar.com/policies-and-code-of-conduct/. This Policy deals with the review and approval of related party transactions. The Board of Directors have approved the criteria for making the omnibus approval by Audit Committee within the overall framework of the policy on related party transactions. Prior omnibus approval is obtained for Related Party Transactions which are repetitive in nature and entered in the ordinary course of business and at arm's length basis.

All related party transactions entered into during the financial year were on an arm's length basis and ordinary course of business. There are no other materially significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were placed before the Audit Committee and the Board of Directors for their approval on quarterly basis.

Further, transaction entered into with related parties have been disseminated in the format prescribed by stock exchanges pursuant to Regulation 23 of Listing Regulations.

The details of the Related Party Transactions as per Indian Accounting Standards are set out in the Financial Statements of the Company. Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in the Annexure "2" to this report.

f) Risk Management Policy:

The Company has formulated a Risk Management policy to identify, assess and mitigate various risks of our business. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives and thus in pursuance of the same it has formulated a Risk Management Policy.

We have an integrated approach to manage inherent risks in various aspect of our business. During the year, Management of the Company have evaluated the existing Risk Management of the Company to make it more focused in identifying and prioritizing the risks, role of various executives in monitoring & mitigation of risk and reporting process. Its aim is to enhance shareholders value and provide an optimum risk-reward trade off.

The Management evaluated various risks and there is no element of risk identified that may threaten the existence of the Company. The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The details of composition and terms of reference and meetings of the Risk Management Committee are provided in Corporate Governance Report forming part of this Annual Report.

Policy relating to Risk Management can be accessed on company's website viz: https://shreepushkar.com/policies- and-code-of-conduct/

g) Whistle Blower Policy/Vigil Mechanism:

The Board of Directors of the Company have pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Whistle Blower Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and posted on the website of the Company at https:// shreepushkar.com/policies-and-code-of-conduct/

h) Financial Summary/ Highlights:

The details are spread over in the Annual Report as well as the same are provided in the beginning of this Report.

i) Internal Financial Control System and their Adequacy:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations and to maintain its objectivity and independence, the Internal Audit Reports are reviewed by Audit Committee.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

j) Conservation of Energy, Technology Absorption & Foreign Exchange Earning and Outgo:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure "4" which forms part of this Report.

k) Particulars of Loans, Guarantees and Investments under Section 186 of the Companies Act, 2013:

Details of Loans granted, Guarantees given or Investments made during the year under review which are covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

17. Board Meetings, Board of Directors, Key Managerial Personnel & Committees of Directors:

a) Board of Directors:

At present, the Board of Directors consists of 6 Directors namely, Mr. Punit Makharia, Chairman and Managing Director, Mr. Gautam Makharia, Joint Managing Director, Mr. Ramakant Nayak, Non-Executive and Non-Independent Director, Mr. Satpal Arora, Mr. Ishtiaq Ali and Mrs. Barkharani Harsh Nevatia as Non-Executive and Independent Directors.

b) Board Meetings:

The Board of Directors of the Company met 7 times during the financial year. The maximum gap between two Board meetings did not exceed 120 days. The details of various Board Meetings and attendance of Directors are provided in the Corporate Governance Report forming part of this Annual Report.

c) Changes in Directors & Key Managerial Personnel:

During the year under review, there was no change in Directors and Key Managerial Personnel.

Subsequent to the year end, Mr. Nitesh Pangle (ACS 60555), Company Secretary and Compliance Officer resigned w.e.f. close of working hours on 12^th August, 2024 as a part of career planning.

Further also, the Board of Directors of the Company at their Meeting held on 9^th August, 2024 approved the appointment of Mr. Pankaj Manjani as Company Secretary & Compliance Officer with effect from 16^th August, 2024, based on the recommendation of the Nomination & Remuneration Committee.

d) Independent Directors:

The following Independent Directors are on the Board of Directors.

1. Mr. Satpal Arora

2. Mr. Ishtiaq Ali

3. Mrs. Barkharani Harsh Nevatia

The Company has received necessary declarations from each Independent Director that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations.

e) Details of remuneration to Directors:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration) Rules, 2014 are annexed to the Board Report and is given in Annexure "5".

f) Board Committees

In compliance with the requirement of applicable laws and as a part of best governance practices, the Company has constituted following Committees of the Board.

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders' Relationship Committee

iv. Corporate Social Responsibility Committee

v. Risk Management Committee

The further details as to number of meetings of the Committees, their dates etc. are provided in the Corporate Governance Report.

18. Audit Committee:

The composition of the Audit Committee is in conformity with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of Listing Regulations. The Audit committee comprises of:

i. Mr. Satpal Arora, Chairman

ii. Mrs. Barkharani Nevatia, Member

iii. Mr. Punit Makharia, Member

iv. Mr. Ishtiaq Ali, Member

The scope and terms of reference of the Audit Committee is in accordance with the Act and the Listing Regulations.

There were Six meetings of the Audit Committee held during the year. The details of various Audit Committee meetings are provided in the Corporate Governance Report.

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

19. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of Directors is constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of Listing Regulations.

The Nomination and Remuneration Committee comprises of:

i. Mr. Satpal Arora, Chairman

ii. Mr. Ramakant Nayak, Member

iii. Mr. Ishtiaq Ali, Member

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The policy relating to the Appointment and Remuneration for the Directors, Key Managerial Personnel and Senior Management Personnel is disclosed as Annexure "6" and also available in the website of the Company at https://shreepushkar.com/policies-and-code- of-conduct/

The details of various Nomination and Remuneration Committee meetings are provided in the Corporate Governance Report.

20. Stakeholders? Relationship Committee:

The Stakeholders Relationship Committee is constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 20 of Listing Regulations. The Stakeholders Relationship Committee comprises of:

i. Mr. Ramakant Nayak, Chairman

ii. Mr. Satpal Arora, Member

iii. Mr. Ishtiaq, Ali, Member

The details of various Stakeholders Relationship Committee meetings are provided in the Corporate Governance Report.

21. Corporate Social Responsibility Committee:

As per the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility ("CSR") Committee. The composition of the CSR Committee of the Company is as under:

i. Mr. Punit Makharia, Chairman

ii. Mr. Satpal Arora, Member

iii. Mr. Gautam Makharia, Member

22. Risk Management Committee:

The Risk Management Committee is constituted by the Board of Directors of the Company in accordance with the requirements of Regulation 21 of Listing Regulations. The Risk Management Committee comprises of:

i. Mr. Punit Makharia, Chairman

ii. Mr. Ramakant Nayak, Member

iii. Mrs. Barkharani Nevatia, Member

The details of various Risk Management Committee meetings are provided in the Corporate Governance Report.

23. Corporate Governance:

At Shree Pushkar Chemicals & Fertilisers Limited, we ensure that we evolve and follow the good Corporate Governance practices. The Company adheres to the requirements set out by the Securities and Exchange Board of India's Corporate Governance practices and have implemented all stipulations prescribed. As a listed Company, we submit Quarterly Corporate Governance Report to stock exchanges confirming all compliances with necessary laws applicable to us. Pursuant to compliances of Listing Regulations, the Corporate Governance Report and the Auditors' Certificate regarding Compliance of Conditions of Corporate Governance forms part of the Directors' Report and is marked as Annexure "10".

24. Code of Conduct to Regulate, Monitor and report trading by Insiders:

In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015, as amended from time to time, the Company has adopted a Code of Conduct for prevention of Insider Trading and Fair Disclosure of Unpublished Price Sensitive Information ("Insider Code") as approved by the Board. Any Insiders (as defined in Insider Code) including designated employees & persons and their relatives are, inter-alia, prohibited from trading in the shares and securities of the Company or counsel any person during any period when the "unpublished price sensitive information" are available with them.

The Insider Code also requires pre-clearance for dealing in the Company's shares and prohibits dealing in the Company's shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Code of Conduct for prevention of Insider Trading and Fair Disclosure of Unpublished Price Sensitive Information is available on the website of the Company at: https://www.shreepushkar.com/policies-and-code-of-conduct/

25. Transfer to Investor Education and Protection Fund ("IEPF"):

As required under the provisions of Section 124 and 125 and other applicable provisions of Companies Act, 2013, dividends that remain unpaid/unclaimed for a period of seven years, needs to be transferred to the account administered by the Central Government viz: Investor Education and Protection Fund ("IEPF").

During the year there were no transfers to IEPF, as there were no unclaimed dividends for a period of seven years.

Members who have not encashed Final Dividend, 2017 and all subsequent dividend(s) declared by the Company, are advised to write to the Company immediately as the tentative due date for transfer to IEPF is 11^th October, 2024.

In case valid claim is not received, the Company will proceed to transfer the corresponding shares to the IEPF Account in accordance with the prescribed procedure under the IEPF Rules.

26. Corporate Social Responsibility Initiatives:

As a part of its initiatives under "Corporate Social Responsibility" (CSR), the Company has formed a CSR Committee. The objective of the Company's CSR initiatives is to improve the quality of life of communities through long-term value creation for all stakeholders. The Company has in place a CSR policy which provides guidelines to conduct CSR activities of the Company. The CSR policy is available on the website of the Company at www.shreepushkar.com

The purpose of our CSR Committee is to formulate and recommend to the Board, a CSR Policy, which shall indicate the initiatives to be undertaken by the Company, recommend the amount of expenditure the Company should incur on CSR activities and to monitor from time to time the CSR activities and policy of the Company.

Further, the Chief Financial Officer has certified that the funds disbursed have been utilised for the purpose and in the manner approved by the Board for FY 2023-24.

The Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 ('Act') and Rule 8 (1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time is annexed to this Report marked as Annexure "3".

27. Social Connect:

The Company has connected socially through CSR activities.

28. Significant & Material Orders passed by the regulators or courts:

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status and the Company's operations in future.

29. Finance:

Cash and cash equivalents as on 31^st March, 2024 was Rs.30.40/- lakhs (in earlier year it was Rs.355.03/- lakhs). The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

30. Particulars of Employees as per Section 197(12) of the Companies Act, 2013:

The information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 relating to median employee's remuneration for the financial year under review is annexed hereto as Annexure "5" and forms part of this report. The relation between employees and management are cordial during the year.

The Disclosure as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure "5" and forms a part of this Report.

Information relating to remuneration of Directors under Section 197 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has also been given in Annexure "5" to this Report.

31. Disclosures required under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place an anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy covered all employees so they could directly make complaints to the committee, if such a situation arises. The Company affirms that during the year under review, the Company has complied with the provisions relating to Internal Complaints Committee and no complaints were received by the Committee for redressal.

32. Listing:

During the year under review, your Company has remained listed on National Stock Exchange Limited and BSE Limited. The Company has paid the listing fees and complied with listing regulations.

33. Industrial Relations:

During the year under review, your Company has cordial relationship with workers and employees at all levels. Employees are considered to be team members being one of the most critical resources in the business which maximize the effectiveness of the organization. Human resources build the enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Company's Policies and Systems. The Company maintains healthy, cordial and harmonious relations with all personnel and thereby enhancing the contributory value of the Human Resources.

34. Report on performance of Subsidiary Companies:

As on the last day of the financial year, the Company had two subsidiaries namely, Kisan Phosphates Private Limited and Madhya Bharat Phosphate Private Limited.

A statement containing the salient features of financial statements of Subsidiary Companies of the Company is given in the prescribed Form AOC - 1 marked as Annexure "1", which forms a part of Consolidated Financial Statements (CFS) in compliance with Section 129 (3) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014.

35. Consolidated Financial Statements:

In accordance with the provisions of Companies Act, 2013, Regulation 33 of Listing Regulations and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2023-24, together with the Auditors' Report form part of this Annual Report.

36. Auditors and Auditors? Report:

M/s. S. K. Patodia & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company for a period of 5 Years, in the Annual General Meeting held in September, 2022, pursuant to provisions of Section 139 of the Companies Act, 2013.

The Auditors' Report for the financial year ended 31^st March, 2024, on the financial statements of the Company forms part of this Annual Report.

There were no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditors in respect of financial statements for the year ended 31^st March, 2024.

37. Secretarial Audit:

The Board had appointed M/s. DSM & Associates, Company Secretaries, to carry out Secretarial Audit of the Company and its Material subsidiaries i.e Kisan Phosphates Private Limited and Madhya Bharat Phosphate Private Limited under the provisions of Section 204 of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of Listing Regulations for the financial year 2023-24. The Company has complied with Secretarial Standards-1 and 2 issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings respectively.

The Secretarial Audit Report of the Company is annexed to this Report as Annexure "7". The Secretarial Audit Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments. The Secretarial Audit Report does not contain any qualification or adverse remarks.

The Secretarial Audit Reports issued by M/s. DSM & Associates, Company Secretaries, in Form MR-3 for the financial year 2023-24 of the Company's Material subsidiaries i.e Kisan Phosphates Private Limited and Madhya Bharat Phosphate Private Limited forms part of this Report and is annexed to this Report as Annexure "7 (a)" and "7 (b)" respectively.

The Secretarial Compliance Report for the financial year ended 31^st March, 2024, in relation to compliance of all applicable SEBI Regulations/circulars/guidelines issued there under, pursuant to requirement of Regulation 24A of Listing Regulations is set out in Annexure "8" to this report. The Secretarial Compliance Report has been voluntarily disclosed as part of Annual Report as good governance and disclosure practice.

38. Cost Records and Audit:

The Company is required to maintain cost records for certain products as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, and accordingly such accounts and records are made and maintained in the prescribed manner.

The Board of Directors of the Company have appointed M/s. Dilip Bathija, Cost Accountant, as the Cost Auditor of the Company to conduct the audit of cost records of certain products for the Financial Year 2024-25.

The remuneration proposed to be paid to the Cost Auditor, subject to ratification by the Members of the Company at the ensuing 31^st AGM, would be Rs.70,000/- (Rupees Seventy Thousand Only) plus GST as applicable and out of pocket expenses, if any.

The Company has received consent from M/s. Dilip Bathija, Cost Accountant, to act as the Cost Auditor for conducting audit of the cost records for the Financial Year 2024-25 along with a certificate confirming their independence and arm's length relationship.

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, appropriate resolution seeking your ratification to the remuneration of the said Cost Auditor is included in the Notice convening the 31^st AGM of the Company.

39. Reporting of Frauds:

During the year under review, the Statutory Auditors, Cost Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013.

40. Disclosure under Section 43(a)(ii) of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Companies Act, 2013 read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

41. Disclosure under Section 54(1)(d) of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Companies Act, 2013 read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

42. Disclosure under Section 62(1)(b) of the Companies Act, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information is provided as per provisions of Section 62(1)(b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.

43. Management Discussion and Analysis Report:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(3) and Part B of Schedule V of Listing Regulations, is annexed hereto marked as Annexure "9" and forms part of this Report.

44. Business Responsibility and Sustainability Report:

The Business Responsibility and Sustainability Report ("BRSR") as stipulated under Regulation 34(2)(f) of Listing Regulations describing the initiatives taken by Company from environmental, social and governance perspective, has been appended herewith as Annexure "11".

The BRSR is intended towards having quantitative and standardized disclosures on ESG parameters to enable comparability across companies, sectors and time. Such disclosures will be helpful for investors to make better investment decisions. The BRSR shall also enable companies to engage more meaningfully with their stakeholders, by encouraging them to look beyond financials and towards social and environmental impacts.

45. Code of Conduct:

The Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standard of business ethics. In recognition thereof, the Board of Directors have implemented a Code of Conduct for adherence by Directors, Key Managerial Personnel, Senior Management Personnel and Employees of the Company. The Code of Conduct is dealing with ethical issue and also fosters a culture of accountability and integrity. The Code is in accordance with the requirements of Listing Regulations and has been posted on the Company's website www. shreepushkar.com

All the Board members and Senior Management Personnel have confirmed compliance with the Code.

46. The details of application made or any proceeding pending under the Insolvency and Bankruptcy code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year:

No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the Financial Year 2023-24.

47. 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 along with the reasons thereof:

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence 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 along with the reasons thereof is not applicable.

48. Disclosure of revision of financial statements and Board?s Report during the year under review under Section 131 of the Companies Act, 2013:

There was no revision of financial statements and Board's Report of the Company during the year under review.

49. Acknowledgement:

Your Directors take this opportunity to express their gratitude to all Shareholders, Investors, clients, vendors, bankers, Regulatory and Government authorities, Stock Exchanges, business associates and other stakeholders for their cooperation, encouragement and continued support extended to the Company. Your Directors also wish to place on record their appreciation to the Associates for their continuing support and unstinting efforts in ensuring an excellent all round operational performance at all levels.