Coromandel International Ltd

Dear Members,

The Board of Directors of your Company has pleasure in presenting the Sixty Second Annual Report on the operational and business performance of the Company together with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2024.

1. Standalone Financial Highlights

Rs. in Crores

Your Company's Revenue from Operations for the year was Rs. 22,029 Crores as against Rs. 29,610 Crores last year. The Profit before Interest, Depreciation, and Taxation stood at Rs. 2,680 from Rs. 3,093 Crores in the previous year registering a decline of 13% year-on-year (YoY). The Net Profit for the year was Rs. 1,719 Crores, a decrease of 16% from Rs. 2,035 Crores in the previous year. The EBITDA margin improved 104 basis points to 10.90%, and the PAT margin improved by 93 basis points to 7.80% in FY 2023-24 over the previous reporting period. The Earnings Per Share (EPS) for the year stood at Rs. 58.42 per share compared to Rs. 69.25 per share for the previous year.

Transfer to Reserves

Your Company proposes to retain Rs. 1,719 Crores in the Statement of Profit and Loss, and not transfer it to the General Reserve.

Global & Indian Economy

The global economy has remained resilient despite geopolitical instability and conflicts, inflationary concerns and unprecedented monetary tightening. IMF estimates the global GDP to grow by 3.2% in 2023, with headline inflation normalizing across major countries. Growth in the US and several major emerging market economies (EMEs) has held up better than expected. Major commodity prices - food, metal, energy and fertilizer - have seen a softening trend as supply chains and trade activities improved post Covid and geopolitical induced disruptions. With the turn of year, flare ups in Middle East and marine route disturbances in Red sea area have impacted the trade flow, which can impact the growth prospects in coming periods.

India has emerged as the fastest growing big economy, with RBI projecting the GDP to grow by 7.6% in FY24 driven by strong investment activity. On the supply side, gross value added (GVA) expanded by 6.9% in 202324, with manufacturing and services sectors turning out to be the key drivers. Monetary policy tightening during the year resulted in arresting the inflation, which has shown a declining trend with retail rates easing to 4.85% in March 2024. Direct (+18%) & Indirect tax (+12%) collections have remained strong with record receipts of Income tax, Corporate tax and GST, representing robust economic activity and improved tax compliance. India's foreign exchange reserves stood at an all-time high of $646 billion (as of March 29, 2024) with INR emerging as one of the most stable emerging market currencies.

Agriculture

India experienced a challenging agricultural environment during the year, receiving a below normal monsoon (94% of Long Period Average) first time in four years. This led to lower crop sowings especially in Coromandel's key markets and resulted in lower reservoir levels, further impacting the rabi plantings. Coromandel's primary markets were severely impacted (Rayalaseema (-13%), North Interior Karnataka (-10%), Coastal Andhra (-3%), Vidarbha (-2%), Marathawada (-11%), Bengal (-22%), Odisha (-2%) which also affected the agri inputs consumption in the region.

As per 2nd Advance Estimates of major agricultural crops, foodgrain production for 2023-24 is estimated at 309 million tonnes (without summer crop), 1.3% lower than the final estimates of last year, with major drop in pulses and coarse cereal output. Real Gross Value Added growth in Agriculture & allied sectors has remained close to last year levels, experiencing a marginal 0.1% uptick vis-a-vis 4.7% in 2022-23.

Given the importance of agriculture to propel nation's growth and generating livelihood opportunities, the Government continued its focus through various farmer welfare initiatives. Direct Income support schemes like PM-Kisan and Rythu Bandhu supported the farming community in improving the cash availability and enabled agri inputs purchases. With focus on promoting sustainable farming practices, PM-Pranam (PM Programme for Restoration, Awareness Generation, Nourishment, and Amelioration of Mother Earth) scheme was approved during the year. It incentivizes States that actively contribute towards balanced use of chemical fertilizers and promotion of alternate fertilizers. To improve resource use efficiency and drive technology in agriculture, Namo Drone Didi scheme was launched. The initiative aims to equip 15,000 women-led Self-Help Groups (SHGs) with agricultural drones to assist in tasks such as crop monitoring, spraying fertilisers and sowing seeds.

3. Performance Review

The Financial Year 2023-24 was marked by sub normal monsoon and falling reservoir levels in Coromandel's key operating markets resulting in lowering crop sowings and agri inputs consumption. Further, the drastic correction in nutrient based subsidy rates in fertilisers during 2nd half of the year and high channel inventories in agrochemical markets impacted the overall business performance. Despite the tough scenario, the Company has shown a resilient performance and has taken progressive steps to strengthen its operations during the year. This includes higher Plant capacity utilization, sales volume growth in crop protection, investment in backward integration projects, safe operations and technology adoption through new products and services introductions.

In addition to strengthening its core operations, the company has forayed into new and adjacent business areas like drones, robotics, speciality chemicals and CDMO, which can be the growth drivers for the organization in coming years and can help in diversifying its presence into newer customer segments.

Coromandel continues to invest in digital empowerment and enabling data-centric decision-making capabilities and during the year identified analytics use-case projects for process improvements in various areas through Digital Data Centers. Dealer Portal and Sales Force tools were introduced to strengthen its CRM practices.

On the sustainability front, the company has finalized its ESG goals and has strengthened its governance mechanism. During the year, Coromandel was ranked within the top 5 percentile of global chemical companies in the Dow Jones Sustainability Indices (DJSI) Corporate Sustainability Assessment (2023), a testament of its progress and commitment towards driving sustainable operations.

Fertilizer

Fertilizer business of the company has made significant strides during the year to strengthen its operations. As part of Government's mission of becoming Atma Nirbhar in Fertilizers, Coromandel completed commissioning of its 1650 ton per day sulphuric acid plant in Vizag making it fully integrated. Further, it is setting up ~2 lakh ton per annum phosphoric acid-sulphuric acid complex in Kakinada, which will strengthen its intermediate capacities. The investment in rock mining project in Senegal is progressing well and BMCC doubled its output during the year. In its endevour to drive sustainable operations, the company commissioned a 6 million litre per day desalination plant at Vizag, which is likely to meet majority if its water needs for the Plant. Overall, fertiliser plants operated at 95% capacity, 1% growth over last year and prioritized safe operations with Total Recordable Incident Rate (TRIR) at 0.152 per million manhours. During the year, an incident concerning the ammonia unloading subsea pipeline occurred at Ennore. The company took necessary measures to ensure the safety of the public in and around the fertilizer complex bringing the situation to normalcy in the shortest time.

The phosphatic fertiliser sales volumes were down marginally by 3% to 35.4 lakh tons as below normal monsoon in company's key markets impacted nutrients consumption. With the aim to promote balanced nutrition approach across geographies, Company continued its support to the farmers and offered agronomic advisory, soil testing and leaf testing services through its Nutri clinics. Coromandel's Gromor Drive initiative, a drone- based crop spraying service, was introduced and offered spraying solutions to 18000+acres during the year.

The Company's Research and Development Center at I IT Bombay developed Nano DAP, a patented fertilizer based on nano technology. The company plans to introduce other nano tech-based products as well and has set up a Nano Technology Centre at Coimbatore. With a view to improve product fortification and drive farm productivity, Coromandel developed Urea SSP and Groplus Mg and are planned to be introduced in FY2025.

As part of Namo Drone Didi initiative, Coromandel has supported 200 rural SHG women by distributing free drones and providing pilot training. These drones will be utilised for agricultural purposes, such as crop monitoring, fertiliser spraying, and seed sowing, providing additional income opportunities for numerous women.

Speciality Nutrients

Speciality Nutrients business of the company focuses on driving balanced nutrition and resource use efficiency. The portfolio comprising of Secondary & Micro-nutrients, Water soluble fertilizers and organic products helps in addressing crop-specific nutrient requirements, enhancing soil health and promoting environmental sustainability.

During the year, Business improved its overall sales volumes amidst consumption slowdown. The business worked towards strengthening its product offering and has commissioned 1 crore capacity Nano DAP plant at Kakinada in 2024. The commercial sales of Nano DAP started from the 2nd half of the year and the response has been quite encouraging. Business also introduced liquid fertilizer and biostimulant based solutions like Acumist Boron, Seaweed granule and NPK consortium-based products.

As part of its drive towards balanced nutrition, it expanded its Nutriclinic footprint and carried out 60000+ soil tests of Organic Carbon and Sulphur-Boron-Zinc during the year.

Crop Protection

The Crop Protection business of the company recorded a healthy volume growth of 20%, improving its performance in Exports and domestic formulations segments during the year. However, global industry headwinds viz. higher channel inventory and decline in commodity prices impacted the price realization. The business expanded its channel presence by working with new customers and activating dormant registrations.

It introduced seven new products during the year and is partnering with innovator companies to launch inlicensing products. The business is also evaluating new AIs for portfolio enrichment and plans to set up Multi Product Plants in coming period.

During the year, Crop Protection Plants operated at improved capacity with focus on driving safe operations (TRIR 0.88). As part of its journey towards Operational Excellence, it continued its efforts on implementing ‘War- on-Waste (WoW)' initiatives which have yielded significant savings.

The business is closely evaluating the opportunities in the specialty chemicals and CDMO space and has initiated regulatory and infrastructure activities at the new Dahej site. It is engaging on the CDMO opportunities and has initiated marketing of Specialty Chemicals products from its current manufacturing facilities. Further, the business is strengthening its research and technology efforts to develop focused chemistries that cuts across both Crop Protection Chemicals and Specialty Chemicals.

Bioproducts

Bioproducts business of the company improved its sales during the year, driven by higher Azadirachtin based volumes in international markets. Neem oil-based products "Azamax" and "Adhiraj" launched during the year received good market acceptance. The business has carried out cost-intensive interventions and improved Aza extraction efficiency during the year. It is strengthening its neem seed sourcing capabilities by establishing neem plantations.

To diversify its product offerings, it is strengthening its non-Azadirachtin based portfolio including entry into other plant extract opportunities, bio fertilizers, microbial crop protection products.

Retail

Retail business of the company, with its presence in Andhra, Telangana and Karnataka states, operates through an extensive network of 750+ stores, and helps establish close linkage with the farming community through deepening its customer engagement and capturing market insights.

Despite the tough agricultural scenario in its operating markets, the business has delivered strong results during the year. The business adopted a focused approach by providing customized crop-based recommendations and solution based advisory services. It continued to develop innovative solutions to leverage technology for Precision Advisory, e-commerce, Drone (10000+ acres sprayed), and delivery service.

With the improved operational efficiencies achieved in last few years, the business plans to expand its footprint to new markets. It is also broadening its services portfolio with insurance, crop diagnostics and drone spraying services.

Agtech Investments

During the year, Coromandel made investment in robotics-based startup XMachines (17%) and increased its shareholding in Dhaksha, drone based company, to 51% (further increasing to 58% in May 2024). XMachines is an innovative Robotics and AI company dedicated to the mission of reshaping current agricultural practices, rendering them sustainable through the integration of robotics technology on farms.

Dhaksha is one of the forerunners in the drone space in India, providing a complete range of Unmanned Aerial Systems (UAS) technology solutions for different applications covering agriculture, defence, surveillance, and enterprise applications, among others.

4. Finance and Credit Ratings

Your Company continued to focus on managing cash efficiently and ensured that it had adequate liquidity and back-up lines of credit. Working capital of the Company improved through the year and Net Cash from Operations for the year stood at Rs. 1,436 Crores.

Your Company has been credit rated by CRISIL Limited (CRISIL) and India Ratings & Research Private Limited (India Ratings & Research). The Company's long-term credit rating by CRISIL has been reaffirmed as ‘CRISIL AAA (Stable)' and short-term debt rating stands at ‘CRISIL A1+'. The Company's long-term credit rating by India Ratings & Research has been reaffirmed as ‘IND AAA (Stable)' and short-term debt rating stands at ‘IND A1+'. This reflects a very strong (highest) degree of safety regarding timely servicing of financial obligations and a vote of confidence reposed in your Company's financials.

5. Dividend

The Board of Directors of the Company at their meeting held on April 25, 2024, has recommended a final dividend of Rs. 6 per equity share (600%) of face value of Re. 1/- each. The said dividend, if approved by the members would absorb a total cashoutflow of Rs. 176.67 Crores including Tax Deducted at Source (TDS). In compliance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Dividend Distribution Policy is available on the Company's website at https://www.coromandel.biz/investors/policies/

6. Consolidated Financial Results

The consolidated financial statements, which are prepared in accordance with the provisions of the Companies Act, 2013 (‘the Act') and the relevant accounting standards, form part of this Annual Report. As required under the provisions of the Act, a statement showing the salient features of the financial statements of the subsidiaries, associates and joint ventures is enclosed as Annexure A to this Report.

The financial statements of the subsidiary companies will be made available to the members of the Company on request and will also be kept for inspection at the Registered Office of the Company.

7. Subsidiary Companies

Brief details of the performance of the subsidiaries of the Company are given below:

a. Coromandel Chemicals Limited (CCL) [Formerly Parry Chemicals Limited]:

CCL, a wholly owned subsidiary of the Company, earned a total income of Rs.5.49 crores for the year ended March 31, 2024, and Loss after tax was Rs. 7.98 crores.

b. Dare Ventures Limited (DVL) [Formerly Dare Investments Limited):

DVL, a wholly owned subsidiary of the Company, earned a profit of Rs. 1.51 crores for the year ended March 31, 2024.

DVL is a corporate venture capital arm of the Company with focus on leading investments in early to growth stage start-up companies engaged in providing technology led solutions for complex and long-term problems in the agriculture and allied sectors.

DVL sold and transfered its previously held stake of 18.34% equity stake in Dhaksha Unmanned Systems Private Limited to Coromandel Technology Limited, another wholly owned subsidiary of the Company.

DVL holds investments in Ecozen Solutions Private Limited (Ecozen), String Bio Private Limited (String Bio) and Flic Farms Private Limited (Flic Firm).

Ecozen develops climate-smart deeptech solutions and core technology stacks to deliver a sustainable future, including motor controls, IoT, and energy storage.

With a vision to build a world where cleaner and better ways of living are enabled by biotechnology, String Bio has developed a set of next generation products across different sectors to deliver such solutions.In agriculture, String Bio has developed several bio stimulant products targeting horticulture as well as large acreage crops.

The details of investments made by DVL in AgTech startups Companies during the financial year 2023-24 are as under:

Flic Farms Private Limited: DVL invested Rs.3 Crores in Flic Farm Private Limited (Flic Farm). Flic Firm incorporated in 2017 having Registered Office in Hyderabad, engaged in the business of design and production of compact autonomous robots, equipped with intelligent attachments, to perform a diverse range of agricultural tasks such as seeding, weeding, spraying & planting with precision resulting in higher efficiency & lower chemical usage.

c. Coromandel Technology Limited (CTL)

CTL a wholly owned subsidiary of the Company, incurred a loss of Rs. 1.82 crores for the year ended March 31, 2024.

CTL has acquired 32.68% equity stake in Dhaksha Unmanned Systems Private Limited (DUMS) for a cash consideration of Rs. 204.24 Crores. Further, CTL has also acquired the existing 18.34% equity stake in DUMS held by DVL, another wholly owned subsidiary of the Company. The Company through CTL holds 51.02% equity stake in DUMS and accordingly DUMS is classified as a subsidiary of the Company with effect from 31 July 2023.

Dhaksha, one of the forerunners in the drone space in India, provides a complete range of Unmanned Aerial Systems (UAS) technology solutions for different applications covering agriculture, defence, surveillance and delivery, among others.

d. CFL Mauritius Limited:

CFL Mauritius Limited, a wholly owned subsidiary, incurred a loss of USD 0.04 million (equivalent to Rs.0.31 crore) during the year ended March 31, 2024. The primary source of income for this subsidiary is dividend income from Foskor (Pty) Ltd. and the subsidiary did not receive any dividend from Foskor during the financial year 202324.

e. Coromandel Brasil Limitada (CBL):

CBL, a Limited Liability Partnership, owned 100% by the Company and its subsidiary CFL Mauritius Ltd, is primarily engaged in getting product registrations in Brazil and procuring orders for supplies from India. It earned a loss of Brazilian Reals 0.45 million (equivalent to Rs.0.75 crore) for the year ended March 31,2024.

f. Coromandel Australia Pty Ltd (CAPL) [Formerly Sabero Australia Pty Ltd]:

CAPL did not have any significant operation during the year ended March 31,2024. It earned a loss of Australian Dollar 0.00 million (equivalent to Rs.0.02 crore) for the year ended March 31,2024.

g. Coromandel America S.A. (formerly Sabero Organics America S.A.) (CAS):

CAS is primarily engaged in getting product registrations in Brazil and procuring orders for supplies from India.

It incurred a net loss of Brazilian Reals 0.15 million (equivalent to Rs.0.24 crore) for the year ended March 31, 2024.

h. Coromandel Agronegocios De Mexico SA de CV (Coromandel Mexico):

Coromandel Mexico is primarily engaged in getting product registrations in Mexico and procuring orders for supplies from India. It earned a net profit of Mexican Peso 0.26 million (equivalent to Rs. 0.13 crore) for the year ended March 31, 2024.

i. Sabero Argentina SA (Sabero Argentina):

Sabero Argentina is primarily engaged in getting product registrations in Argentina and procuring orders for supplies from India. It did not have significant operation during the year ended March 31, 2024.

j. Parry America Inc.:

Parry America Inc. is primarily engaged in the sale of biopesticides in America. It made a net profit of USD 0.09 million (equivalent to Rs. 0.71 crore) for the year ended March 31, 2024.

k. Coromandel International (Nigeria) Limited (CINL):

CINL is engaged in getting product registrations in Nigeria and procuring orders for supplies from India. It made a net profit of Naira 19.29 million (equivalent to Rs.0.21 crore) for the year ended December 31, 2023.

l. Coromandel Mali SASU (CMS):

Coromandel Mali SASU (CMS) was incorporated on February 04, 2020 as a Wholly Owned Subsidiary (WOS) of the Company for the purpose of obtaining registration for marketing of agrochemicals. CMS is registered with Ministry in Charge of Statistics, Republic of Mali and is yet to commence its business operations.

m. Dhaksha Unmanned Systems Private Limited (DUMS):

Dhaksha is a step-down subsidiary of the Company. Dhaksha registered a total income of Rs 46.4 crores comprising mainly of Rs. 42.30 crores from sale of drones and spare parts. The net loss before tax for the year is Rs. 21 crores as against a loss of Rs. 22 lakhs in the previous financial year.

n. Coromandel Solutions Limited (CSL):

CSL was incorporated on October 31, 2023 as a Wholly Owned Subsidiary of the Company. CSL did not have any business operations during the financial year 2023-24.

Coromandel Crop Protection Philippines Inc. (formerly Sabero Organics Philippines Asia Inc.) (CCP)

CCP, an associate company based in Philippines, did not have any significant operation during the year ended March 31, 2024.

Joint Venture Company

Brief details of the performance of the Yanmar Coromandel Agrisolutions Private Limited (YCAPL), Joint Venture (JV) company is given below:

YCAPL, a Joint Venture company between the Company, Yanmar & Co, Ltd, Japan, and Mitsui & Co. Ltd, Japan, is into sales and service of agri-tech equipment focused on farm mechanization in India. YCAPL has been consolidating its position as amongst the market leaders in India in the Combine Harvester and Rice Transplanter segments. The total income for the year was Rs. 97.68 crore and the net profit was Rs. 0.77 crore.

Strategic Investment(s)

Brief details of the performance of the Strategic Investment companies are given below:

i. Tunisian Indian Fertilisers S.A., Tunisia (TIFERT):

TIFERT, a company based in Tunisia, manufactures phosphoric acid which is a key raw material for operating Phosphatic Fertiliser plants. Your Company's strategic investment in TIFERT (15% equity) is aimed at securing supply of phosphoric acid for the Company's operations at Kakinada and Visakhapatnam. During the year, TIFERT operations were impacted by social and technical issues. Indian partners, Coromandel and GSFC, continue to provide necessary technical support to TIFERT to improve the plant performance.

ii. Foskor (Pty) Limited, South Africa (Foskor):

The Company, along with CFL Mauritius Limited, holds 14% equity in Foskor. Foskor supplies high-quality phosphoric acid, which is used for phosphatic fertiliser manufacturing at Kakinada and Ennore plants of your company. The operational performance of Foskor improved during the year with high phosphoric acid production.

iii. Baobab Mining and Chemicals Corporation SA, Senegal (BMCC)

In FY22-23, your Company made a strategic investment in BMCC through its wholly owned subsidiary, Coromandel Chemicals Ltd. (CCL). CCL currently holds 45% equity in BMCC. The Company has made this strategic investment in BMCC to secure supply of Rock Phosphate, on a long-term and sustainable basis.

BMCC is a registered corporate entity in Dakar, Republic of Senegal (West Africa) and is engaged in the business of mining, production and sale of Rock Phosphate, one of the key raw materials used in manufacturing of phosphoric acid, which in turn is used in manufacturing of complex fertilizers.

During FY23-24, BMCC has undertaken several operational improvement initiatives and has strengthened its team structure that has resulted in doubling its production. The Company's share of loss for the year ended March 31, 2024 amounted to Rs. 26.89 Crores.

During the year under review, Coromandel Solutions Limited was incorporated as a wholly owned subsidiary of the Company, Dhaksha Unmanned Systems Private Limited became a step-down subsidiary of the Company. There was no company which ceased to be the subsidiary company.

8. Risk Management Policy

The Company has constituted a Risk Management Committee, as per the details set out in the Corporate Governance Report. The Company has formulated a Risk Management Policy to ensure risks associated with the business operations are identified and risk mitigation plans put in place. Details of the key risk associated with the business are given in the Management Discussion and Analysis Report.

9. Internal Financial Control Systems and their adequacy

The Company has adequate internal controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.

The Company has its own corporate internal audit function to monitor and assess the adequacy and effectiveness of the Internal Controls and System across all key processes covering various locations. Deviations are reviewed periodically, and due compliance ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to the Board.

10. Related Party Transactions

All related party transactions entered during FY 2023-24 were on arm's length basis and in the ordinary course of business and were reviewed and approved by the Audit Committee. Prior omnibus approval of the Audit Committee was obtained for the transactions which are foreseen and are repetitive in nature and entered in the ordinary course of business and on an arm's length basis. A statement giving details of all related party transactions entered pursuant to the omnibus approval so granted is placed before the Audit Committee on a quarterly basis for its review.

During the year under review, there were no contracts or arrangements with related parties or no material related party transactions were entered into pursuant to Section 188(1) of the Companies Act, 2013 read with the relevant rule which may have a potential conflict with the interest of the Company at large. The disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is Annexed as Annexure B.

In terms of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company submits details of related party transactions on a consolidated basis as per the specified format to the stock exchanges on a half-yearly basis. The details of the transactions with related parties are provided in the accompanying Financial Statements.

Related party transactions as required under the Indian Accounting Standards are disclosed in Notes to the financial statements of the Company for the financial year ended March 31, 2024. The Policy on Related Party Transaction is available on the Company's website at https://www.coromandel.biz/investors/policies/

None of the Directors had any pecuniary relationship or transactions with the Company except the payments made to them in the form of remuneration, sitting fee,commission and reimbursement of expenses, if any.

i. Statutory Auditors

M/s. S.R. Batliboi& Associates LLP (Reg. No. FRN 101049W/E300004) were appointed as the Statutory Auditors of the Company to hold office from the conclusion of 59th Annual General Meeting until the conclusion of the 64th Annual General Meeting by the Members of the Company. The report of the Statutory Auditors on the financial statements of the Company for the financial year 2023-24 forms part of this Integrated Annual Report.

As required under Regulation 33 of the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Auditor's Report does not contain any qualification, reservation or adverse remark. During the year under review, the Auditors did not report any matter under Section 143(12) of the Companies Act, 2013. Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.

ii. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board has appointed M/s. R Sridharan & Associates, Practicing Company Secretaries, to undertake the secretarial audit of the Company for the financial year 2023-24. Necessary consent has been received from them to act as Secretarial Auditors.

The report of the Secretarial Auditor in Form MR-3 is enclosed as Annexure C and forms part of this report. The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark.

In terms of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there is no material unlisted subsidiary in India. Material unlisted subsidiary for the purpose of the said Regulation is a subsidiary whose income/net worth exceeds 10% of the consolidated income/net worth respectively of the Company and its subsidiaries in the immediately preceding accounting year. Hence, there is no requirement of a secretarial audit for any of the Company's subsidiaries in India.

iii. Cost Auditors

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, the Company is required to maintain cost accounting records in respect of certain specified products and accordingly such accounts and records are made and maintained in the prescribed manner. The cost accounting records maintained by the Company are required to be audited and accordingly M/s. Narasimha Murthy & Co., and Mrs. Jyothi Satish were appointed as Cost Auditors for the financial year 2024-25.

On the recommendation of the Audit Committee, the Board has re-appointed M/s. Narasimha Murthy & Co., Cost Accountants and Mrs. Jyothi Satish, Cost Accountant as Cost Auditors for auditing the cost records of the Company for the financial year 2024-25. The Act mandates that the remuneration payable to the Cost Auditor is ratified by the shareholders. Accordingly, a resolution seeking ratification of the shareholders for the remuneration payable to the Cost Auditors for the financial year 202425 is included in the Notice convening the 62nd Annual General Meeting.During the year, the Company filed the

Cost Audit Report for the financial year 2022-23 with the Ministry of Corporate Affairs

a. Directors

Your Company is managed and governed by a Board comprising an optimum blend of Executive and NonExecutive Directors. The Board of Directors comprised of Ten (10) Directors, consisting of Executive Vice Chairman, two (2) Executive Directors and Seven (7) Non-Executive Directors, out of which Five (5) Directors were Independent Directors, including One (1) Woman Director. Mr. Sumit Bose, Independent Director retired effective March 29, 2024. Mr Suresh Subramanian was appointed as Independent Director effective April 1, 2024. No Board / Committee meeting was held during the intervening period of two days (i.e., 30th & 31st March 2024) and hence such vacancy for a minimal gap of two days did not impede the governance process in the company. The Directors possess requisite qualifications and experience in general corporate management, strategy, finance, engineering, information technology and other allied fields which enable them to contribute effectively to the Company in their capacity as Directors of the Company.

During the year, Mrs. Aruna B. Advani, Dr. R. Nagarajan, Mr. K.V. Parameshwar and Mr. Sumit Bose ceased to be Independent Directors of the Company with effect from the closure of business hours on August 29, 2023, September 30, 2023, September 30, 2023, and March 29, 2024 respectively on completion of their term as Independent Directors of the Company.The Board placed on record its appreciation of the significant contribution made and valuable services rendered by Mrs. Aruna B. Advani, Dr. R. Nagarajan, Mr. K.V. Parameshwar and Mr. Sumit Bose during their tenure as Independent Directors.

During the year, Mr. Aditya Himatsingka (DIN: 00138970) and Mr. Adnan Ahmad (DIN: 00046742) were appointed as Additional Directors and designated as Non-Executive Independent Directors of the Company. The above appointments were made effective from October 1, 2023, for a term of five (5) years, subject to approval of shareholders of the Company. Subsequently, the shareholders on the Annual General Meeting (AGM) held on July 27,2023 approved the appointment of Mr. Aditya Himatsingka and Mr. Adnan Ahmad (DIN: 00046742) as Independent Directors of the Company for a term of five years, effective from October 1, 2023.

In accordance with Article 17.29 of the Company's Articles of Association, read with Section 152 of the Act, Mr. Sankarasubramanian, Executive Director - Nutrient Business (DIN:01592772) retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-election.

The Board of Directors of the Company at their Board Meeting held on January 30, 2024, appointed Mr. Suresh Subramanian (DIN:02070440) as an Additional Director and designated as Non-executive Independent Director for a term of five years with effect from April 1, 2024. The Company has sought the approval of the Members by way of Special Resolution through Postal Ballot and the result of the postal ballot would be announced by the Company on or before May 6, 2024.

b. Board Meetings

The annual calendar of the board meetings is prepared and circulated to the Directors in advance. During the financial year 2023-24, seven (7) Board Meetings were held, the details of which are given in the Corporate Governance Report.

c. Independent Directors and their declaration of Independence

In terms of Section 149 of the Companies Act, 2013, Mr. Sudarshan Venu, Dr. Deepali Pant Joshi, Mr. Adnan Ahmad, Mr. Aditya Himatsingka and Mr Suresh Subramanian are Independent Directors of the Company.All the Independent Directors of the Company have furnished necessary declaration in terms of Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are independent of the Management. In terms of Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, they have confirmed that they are not aware of any circumstance or situation which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same. The Board is of the opinion that all Independent Directors of the Company uphold highest standards of integrity and possess requisite expertise and experience required to meet their duties as Independent Directors.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors Data bank maintained with the Indian Institute of Corporate Affairs (‘I I CA') in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

d. Familiarization Programmes for Independent Directors

The Independent Directors of the Company are eminent professionals with several decades of experience in banking and financial services, technology, finance, governance and management areas, and fully conversant and familiar with the business of the Company.

The Company has an ongoing familiarization programme for all Independent Directors with regard to their roles, duties, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business model of the Company, etc.

The Independent Directors, on their appointment, are made familiar about the Company's operations and businesses. Interaction with the senior leadership team (Business Heads and key executives) of the Company is also facilitated. Detailed presentations on the business of each of the Division are made to the Directors from time to time. Meetings with the Chairman, Executive Vice Chairman and the Whole Time Directors/ Executive Directors are facilitated for the new appointee to familiarise him/ her about the Company, its businesses and the practices and policies of the Group.

Further, periodic emails are sent to all the Directors covering events that may have an impact on the business of the Company and/ or the agriculture sector in general and,fertiliser and crop protection industries, in particular. The details of the familiarization programme are also disclosed on the Company's website.

e. Remuneration Policy48

On the recommendation of the Nomination and Remuneration Committee, the Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Salient features of the Remuneration Policy are set out in the Corporate Governance Report. During the year under review, there were minor changes to the policy to align it with regulatory specifications. The Remuneration Policy is available on the Company's website at https://www.coromandel.biz/ investors/policies/

f. Evaluation of the Board's performance, its Committees and Directors

The Board has carried out the annual evaluation of its own performance and that of its committees and individual Directors for the year pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all the Directors. The criteria for performance evaluation of the Board included aspects such as Board composition and structure, effectiveness of Board processes, contribution in the long-term strategic planning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members.

In a separate meeting, the Independent Directors evaluated the performance of Non-Independent Directors and performance of the Board as a whole including the Chairman of the Board taking into account the views of Executive Directors and Non-Executive Directors. The NRC reviewed the performance of the Board, its committees and of the Individual Directors. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors and the NRC, at which the feedback received from the Directors on the performance of the Board and its Committees was also discussed.

g. Audit Committee

As on March 31, 2024, the Audit Committee comprises of Mrs. Deepali Pant Joshi, Chairperson, Mr. Arun Alagappan, Member and Mr. Aditya Himatsingka, Member.

Mr. Sumit Bose, ceased to be an Audit Committee Member with effect from March 29, 2024, due to his completion of his term as an Independent Director. Mr. Suresh Subramanian was co-opted as a Member of the Audit Committee with effect from April 01, 2024. During the year, six (6) meetings of the Audit Committee were held, the details of which are provided in the Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board.

h. Directors' Responsibility Statement

Accordingly, pursuant to Sections 134(3)(c) and 134(5) of the Act, the Directors, to the best of their knowledge and ability, confirm that for the year ended March 31, 2024:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

b) They have 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 of the Company for that period;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

13. Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Arun Alagappan, Executive Vice Chairman, Mr. Sankarasubramanian S., Executive Director - Nutrient Business, Dr. Raghuram Devarakonda, Executive Director - CPC, Bio and Retail Business, Mrs. Jayashree Satagopan, President

- Corporate & Chief Financial Officer and Mr. B. Shanmugasundaram, Senior Associate Vice President- Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company.

Mr. Rajesh Mukhija ceased to be the Company Secretary (key Managerial Personnel) of the Company with effect from September 9, 2023 and Mr. B Shanmugasundaram has been appointed as Senior Associate Vice President

- Company Secretary & Compliance Officer with effect from October 9, 2023.

14. Policy on prevention, prohibition and redressal of Sexual Harassment at workplace

The Company has put in place the Prevention of Sexual Harassment Policy (POSH) in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Compliance Committee (ICC) has been constituted in compliance with the requirements of said Act to redress complaints received regarding sexual harassment. All employees are covered under this Policy. Employees at all levels are being sensitized about the Policy and the remedies available thereunder.

During the financial year 2023-24, four complaints were received by the ICC and disposed off during the year under review.

Employee Stock Option Plan 2016

The Employee Stock Option Plan 2016 (ESOP 2016), as approved by the Shareholders through Postal Ballot on January 11,2017, was operational during the year. The Board/ Nomination and Remuneration Committee has been authorised to issue to the employees such number of Options under ESOP 2016 as would be exercisable into not exceeding 1,45,81,000 fully paid- up equity shares of Re. 1/- each in the Company. Pursuant thereto, the Nomination and Remuneration Committee has formulated detailed terms and conditions of the ESOP 2016. Upon implementation of ESOP 2016 the earlier ESOP Scheme 2007 ceased to exist. There were no vested Options outstanding at the end of the financial year. There will be no further grants issued under the ESOP Scheme 2007.

Further, the Nomination and Remuneration Committee is empowered to determine the eligible subsidiary companies, whether existing or future, whose employees will be entitled to stock options under ESOP 2016. Options granted under ESOP 2016 would vest on or after 1 (one) year from the date of grant but not later than 4 (four) years from the date of grant of such Options or any other terms as decided by the Nomination and Remuneration Committee. The Company has granted options to the employees during the year under the ESOP 2016. The total number of options allotted and listed upto March 31, 2024 is 21,12,660. The disclosure required to be made under Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is available on the website of the Company at https:// www.coromandel.biz/investors/annual-general-meetings/. Upon implementation of ESOP 2023, there will be no further grants under ESOP 2016.

Employee Stock Option Plan 2023

The Employee Stock Option Plan 2023(ESOP 2023), as approved by the Shareholders at the Annual General Meeting held on July 27, 2023, was operational during the year. The Board / Nomination and Remuneration Committee has been authorised to issue to the employees such number of Options under ESOP 2023 as would be exercisable into not exceeding 58,89,00 fully paid- up equity shares of Re. 1/- each in the Company. Pursuant thereto, the Nomination and Remuneration Committee has formulated detailed terms and conditions of the ESOP 2023 scheme. During the year under review, the Company has granted 5,22,000 options.

The details required under Rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014 is enclosed as Annexure I and the disclosure required to be made under Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is available on the website of the Company at https://www. coromandel.biz/investors/annual-general-meetings/

16. Vigil Mechanism/ Whistle Blower Policy

Pursuant to Sections 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a Vigil Mechanism through a

Whistle Blower Policy. The details about the whistle blower policy are provided in the Annual Report Disclosures under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.The Vigil Mechanism ishosted at https://www. coromandel.biz/investors/policies/

17. Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance. As stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance is appended as Annexure D to this Report. The requisite certificate from M/s. R Sridharan & Associates, Company Secretaries confirming compliance with the conditions of Corporate Governance by the Company is also attached to the Report on Corporate Governance.

18. Management Discussion & Analysis

The Management Discussion & Analysis, as required in terms of Regulation 34(2)(e) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Integrated Annual Report.

19. Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has prepared the Business Responsibility and Sustainability Report in line with the business principles as provided in the Business Responsibility Policy adopted by the Company. The Business Responsibility and Sustainability Report is enclosed as Annexure E to this Report and the same is also available on the website of the Company.

20. Corporate Social Responsibility

The Murugappa group is known for its tradition of philanthropy and community service. The group's philosophy is to reach out to the community by establishing service-oriented philanthropic institutions in the field of education and healthcare as the core focus areas. The Company upholds the group's tradition by earmarking a part of its income for carrying out its social responsibilities.

The Company has been carrying out Corporate Social Responsibility (CSR) activities for many years now even before it was mandated under the Act. The Company has put in place a CSR policy, which is available on the website of the Company at https://www.coromandel.biz/ sustainability/

As per the provisions of Section 135 the Act and the Rules made thereunder, the Company is required to spend Rs.4,240.25 lakhs for the financial year 2023-24

i.e. 2% of the average net profits of the Company made during the three immediately preceding financial years. The Company, however, spent an amount of Rs. 3,751.09 Lakhs towards CSR activities during the financial year 2023-24. The unspent amount of Rs. 489.16 Lakhs on the ongoing projects has been transferred in April 2024to a separate bank account titled Coromandel International Limited - Unspent CSR Account -2023-24 and shall be spent within the time limits and in such manner as specified in the Act and the Rules made thereunder.

Details of the composition of the Corporate Social Responsibility & Sustainability Committee and the CSR Projects undertaken during the year are given in the Annual Report on CSR Activities, which is appended as Annexure F to this Report.

21. Health, Safety, and Environment (HSE)

Your Company gives highest priority to Health, Safety, and Environment (HSE) and has formulated a policy to operate the facilities safely, efficiently and in an environmentally responsible manner. It has put in robust processes and established safety performance indicators to track its HSE performance. A participative approach is adopted where employees are consistently encouraged to raise Un Safe acts and Un safe conditions and report Near Miss which are being monitored in regular periods and corrective and preventive actions are taken.

Nutrient Business

During the Year FY 2023-24, best ever Total Recordable Incident Rate (TRIR) of 0.155 has been achieved and no Reportable Accidents recorded across all the fertiliser and Single Super Phosphate (SSP) sites.

The Sulphuric Acid Plant- 3 projects at Vizag was completed without any Lost Time Accident.

The Company has achieved the following milestones.

• Obtained British Safety Council Sword of Honor for Vizag.

• Obtained British Safety Council Audit 5 Star rating for Kakinada

• Obtained ISO 50001 (Energy Management System) for 3 Fert sites.

• FAI Environment Award for Fert - Kakinada unit and SSP Udaipur plant

• Vizag won Gold Award in CII Andhra Pradesh Industrial Safety Excellence Awards 2023

• Vizag and Kakinada units won Kalinga Safety Excellence Awards in the Platinum Category.

• Achieved 100% recycling of the targeted Plastic waste as per the PWM requirement.

Centre of Excellence (CoE) building located at Vizag was rated with IGBC Gold under Green Building certification.

The Company has initiated many studies to assess and improve the overall environment, health, and safety. Health & Hygienic studies have been carried out at Fertilizers plants located at Vizag, Kakinada and Udaipur. Under the Asset Integrity program, audits have been completed at Kakinada and Ennore.

To continue the focus on competency building, the company has created e-learning platform ‘Vidhya Online' and related digital modules are prepared and updated for training. All facilities of Fertilizer & Single Super Phosphate (SSP) business were successfully audited by accredited third party and re-certified for Integrated Management Systems (ISO 45001, ISO 14001) during the financial year 2023-24.

To enhance emergency preparedness, continuous focus was given on the capacity building programmes on the ERT, and regular training were organized through internal and external agencies including that of NDRF and Local Fire department teams.

Special focus was given on Ammonia Handling systems and safety. Rigorous audits were carried out in all the fertilizers plants by third party experts and external agencies like TKIS.

On environment front, Vizag plant undertook massive plantation under the "Miyawaki Plantation" program and a total of 51000 saplings were completed. All the plants are operating with Zero Liquid Discharge (ZLD) concept. In order to reduce impact of freshwater consumption and increase alternate water source, the Vizag Unit has successfully completed the De-salination plant of 6.0 MLD and utilizing desalinated water for manufacturing processes.

Crop Protection Chemicals Business (CPC)

During the year 2023-24, CPC business has kept focused approach on the EHS initiatives and engagement of the employee in the safety culture enhancement.

Theme based safety campaigns arrived based on analysis of previous year lead & lag indicators i.e. Fire Prevention, Confined space entry, Work at Height, Electrical Safety & Material Handling, LOTO & Emergency Preparedness etc were conducted across all CPC units for continuous engagement in the safety excellence journey. Around 1680 employee participated in each of the campaign across all the sites.

The campaign has set safety as a value for business and demonstrates safety as an integral part of all activities. Structured focus on Safety leading indicators helped to achieve highest numbers at CPC level and reporting of maximum nearmiss (Total 1950 nos. compared to last year 1058 nos.), unsafe acts and unsafe condition (Total 7035 nos. compared to last year 5547 nos.) achieved in the year 2023-24.

Apart from the safety themes, various employee engagement and safety awareness i.e. Road Safety Week, National Safety Week, National Fire Service Week, World Environment Day programmes were conducted across CPC plants.

The Company has successfully implemented PSM 13 elements with Chola MS Risk Service at Ankleshwar & Dahej plants and PSM audit completed by Chola MS Team. Process Safety Culture Survey conducted by Chola MS and validated that the Safety Culture has improved (numbers) in year 2023-24.

Ankleshwar PSM Culture Survey:

Dahei PSM Culture Survey:

Focus on automation and digitalization of operations has improved overall safety of plant and employee's Morale.

i.e. Compliance of Hazop, CMMS for maintenance, AI thermal imaging camera etc. where a total of Rs. 33 crores invested for process safety improvements. We also had external validation of our systems and practices through:

#Five Start British Safety Award gap assessment completed for Ankleshwar Unit in Dec'23 and Final Audit planned in Aug'24.

#Responsible Care gap assessment audit completed on 26-29 March 2024 for CPC Business.

During the year 2023-24, the plants have received various safety accolades:

• Dajek Suraksha PurashkarAwad from National Safety Council in March'24.

• Dahej Plant received Greentech Foundation Award for Excellence in Safety in May'23,

• NCQC Excellence Award in Jan'24,

• AEPS Safety Excellence Award in Feb'24

• Sarigam plant has received appreciation certificate form National Safety Council for year 2023-24.

• Ankleshwar has received Greentech Safety Excellence Runner up Award for 2023-24.

With consistent efforts by making safety as a value, the business has achieved Total Recordable Injury Rate (TRIR) of 0.88 (less than 1) for the year 2023-24.

Overall integrated approach towards Environment, Health & Safety is followed at CPC business and accordingly actions are taken to improve the EHS Key Performance Indicators and make it sustainable business.

i. Share Capital

The paid-up equity share capital of the Company as on March 31, 2024 was Rs.29.44 crore. During the year, the Company has allotted 3,89,300 equity shares of Re.1 each under ESOP 2016. No equity shares were allotted under ESOP 2007 during the year.

j. Material Subsidiary Policy

The Company has adopted a policy for determining material subsidiary, in line with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same is available on the website of the Company at https://www.coromandel.biz/ investors/policies/. However, the Company does not have any material subsidiary.

k. Annual Return

In accordance with Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on March 31, 2024, is available on the website of the Company at https://www.coromandel.biz/investors/ annual-general-meetings/

l. Conservation of energy, technology absorption, foreign exchange earnings and outgo.

The particulars of conservation of energy, technology absorption, foreign exchange earnings and outgo, as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014, are enclosed as Annexure G to this Report and form part thereof.

m. Particulars of Employees and Remuneration

The disclosure with respect to remuneration as required under Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure H to this report.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report.

However, the annual report is being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office and any Member interested in obtaining a copy of the same may write to the Company Secretary.

Pursuant to Section 197 (14) of the Companies Act, 2013, the Whole-time Directors of the Company did not receive any remuneration or commission from any of its subsidiaries.

n. Particulars of Loans, Guarantees and Investments

Details of loans and guarantees given and investments made under Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

o. Public Deposits

The Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 and no amount of principal or interest was outstanding as on the Balance Sheet date.

p. Compliance of Secretarial Standards

The Company has complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by Ministry of Corporate Affairs.

q. Reporting of Frauds

There was no instance of fraud during the year under review, which required the Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Companies Act, 2013 and the rules made there under.

r. Change in the Nature of Business

There was no change in the nature of business of the Company during the financial year.

s. Material changes and commitments

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

t. The criteria for evaluation of performance of Independent Directors and the Board of Directors pursuant to Section 178 of the Companies Act, 2013 and Schedule IV of the Companies Act, 2013 the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure J.

23. Declaration/Affirmations

During the year under review

a. there are no significant material orders passed by the Regulators or Courts which would impact the going concern status of the Company and its future operations.

b. there are no applications made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016.

c. 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.

24. Banks and financial institutions

Your Company is prompt in making the payment of 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 on record its appreciation for the same.

25. Acknowledgement

Your directorswish to express their grateful appreciation for the valuable support and co-operation received from bankers, business associates, lenders, financial institutions, shareholders, various departments of the Government of India, as well as the State Governments, the farming community and all our other stakeholders.

The Directors acknowledge and would like to place on record the commitment and dedication on the part of the employees of your Company for their continued efforts in achieving good results.