Directors Report of Paradeep Phosphates Ltd.

Mar 31, 2025

M/s TKIS, and in-house engineering teams, this
upgrade will raise the P₂O₅ production capacity from
0.5 million MTPA to 0.62 million MTPA.

â¢ To support this downstream expansion, a new
Evaporator with a 350 TPD capacity is under
installation. The erection work began in July 2024
and is progressing as scheduled. This will enhance
Strong Phosphoric Acid (SPA) production capacity
from 1,020 MTPD to 1,370 MTPD.

â¢ For upstream integration and to meet the increased
demand for LP steam, power, and sulfuric acid, a
new 1,500 TPD Sulfuric Acid Plant and an integrated
23 MW power plant are under development. With
environmental clearance already secured, this project
is targeted for completion by October 2025.

â¢ Infrastructure is also being improved with the
development of dedicated track and platform facilities
for loading Gypsum and Zypmite, which currently
operate without specialized loading infrastructure.

â¢ As part of the Companyâs commitment to surface
water runoff management, a 100,000 m³ collection
pond is being constructed to prevent initial
contamination from surface runoff. Bed preparation
for this pond is currently in progress.

â¢ To reinforce soil and environmental safety, work
has commenced on the Gypsum Pond-1 perimeter
ditch lining, a sustainability initiative that began in
November 2024 and is expected to be completed
by March, 2026.

â¢ In alignment with future energy requirements,
the Main Receiving Substation (MRSS) is being
expanded to handle the additional 23 MW load from
the new power plant. This upgrade is expected to be
completed by September 2025.

At Goa Plant

â¢ The Company has made significant strides in energy
efficiency through its Energy Savings Scheme, which
is being implemented in three phases. Phase 1 has
been successfully completed and included retrofitting
the Ammonia Converter with a 3-bed configuration
and Casaleâs Amomax catalyst. Additionally, a new
synthesis loop boiler was installed, and the 1^st Shift
Converter was retrofitted with axial-radial baskets
and new catalyst. These initiatives have reduced Urea
energy consumption to 6.5 GCal/MT.

â¢ Phase 2 has commenced and includes the retrofit
of the Synthesis Gas Compressor Train and Air
Compressor Turbine. The project, awarded to
M/s Siemens, is expected to be commissioned
by March 2026, with a projected energy reduction
to 6.1 GCal/MT.

â¢ Phase 3, scheduled for completion by first half of the
financial year 2028, will involve the installation of a

Your Directors have pleasure in presenting the Forty Third
Annual Report of Paradeep Phosphates Limited ("Companyâ)
together with the Audited Financial Statements for the financial
year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS

Particulars	2024-25	2023-24

Revenue from operations	1,382,020.80	1,157,511.98
EBITDA	136,723.53	71,686.45
Finance Costs	36,229.17	36,602.70
Depreciation	25,181.23	21,067.03
Profit before tax	75,313.13	14,016.72
Tax expense	20,062.79	4,092.50
Profit after tax	55,250.34	9,924.22
Other Comprehensive Income/(Loss)	(438.66)	(193.61)
Total Comprehensive Income	54,811.68	9,730.61
Earnings Per Share (Basic) INR	6.78	1.22
Net Worth	407,719.96	356,480.99

2. CHANGE IN THE NATURE OF BUSINESS OF THE
COMPANY

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

3. REVIEW OF OPERATIONS

During the financial year, on a standalone basis, the
Company recorded operating revenue of H1,382,020.80
Lakhs as compared to H1,157,511.98 Lakhs for the previous
financial year.

The Profit Before Tax for the year ended 31^st March 2025
was 75,313.13 Lakhs as compared to H 14,016.72 Lakhs for
the year ended 31^st March 2024. Net Profit was 55,250.34
Lakhs for the year ended 31^st March 2025 compared to
earlier yearâs H 9,924.22 Lakhs. Total Comprehensive Income
stood at H 54,811.68 Lakhs for the year ended 31^st March
2025 compared to H 9,730.61 Lakhs for the previous year.

4. SCHEME OF AMALGAMATION

The proposed Scheme of arrangements involves the
merger of Mangalore Chemicals & Fertilizers Limited
(MCFL) with the Company. Both companies engaged
in the manufacturing and distribution of fertilizers and
agrochemicals. This proposed merger aims at taking
their respective businesses to the next level of growth

by consolidating the business operations of both the
companies to become a larger entity.

MCFL has a significant presence in the Southern regions
of India while the Company has strong presence in the
Northern, Central and Eastern parts of India, thus making the
proposed combined entity a pan-Indian fertilizer company.
This move aims to enhance customer engagement, improve
large deal capabilities, use manufacturing capabilities of
both entities, reap benefits of economies of scale, optimize
supply chain and thus create a more compelling value
proposition for all stakeholders.

The proposed combined entity will become the one of the
largest integrated private sector fertilizer companies in
India, with a total manufacturing capacity of ~3.6 MMTPA.

Upon the scheme of arrangement becoming effective,
all shareholders of MCFL (as of a particular record date)
will be issued shares of the company in the ratio of 187
equity shares of the company for every 100 equity shares
of MCFL. The new shares of the company so issued to the
shareholders of MCFL will be listed on both, the National
Stock Exchange of India Limited and the BSE Limited.

This strategic amalgamation is aimed at streamlining
operations, achieving cost efficiencies, and strengthening
the combined entityâs market position in the fertilizer
sector. The scheme will enable consolidation of resources,
reduction of operational redundancies, and an enhanced
ability to serve the agricultural sector with a broader
product portfolio and improved supply chain logistics.

Once effective, the amalgamation is expected to drive
long-term value creation for stakeholders, improve capital
structure, and enhance operational synergies.

The merger is inter alia subject to the approval of the
National Company Law Tribunal(s), shareholders and
creditors of MCFL and the Company.

The Competition Commission of India has already
approved the proposed merger. Both the Stock Exchanges
have provided their no observation letter to file the scheme
with respective National Company Law Tribunal bench.
The Companies are in the process of obtaining other
regulatory approvals.

5. CAPITAL PROJECT
At Pardeep Plant

â¢ The Company has embarked on a major capacity
enhancement initiative by revamping the existing
PAP-2 plant, increasing its capacity from 600 MTPD
to 1000 MTPD. Supported by M/s Prayon Technology,

Gas Turbine and Heat Recovery Steam Generator and
conversion of various drives to electric motors. This is
expected to further reduce Urea energy consumption
to 5.8 GCal/MT. Engineering discussions are
underway with vendors for system integration.

â¢ Several environmental improvement projects are in
progress. A 1000 KLD Effluent Treatment Plant with RO
unit, being executed by M/s Thermax Ltd., is expected
to be operational by November 2025. A mechanized
filler handling system is near completion, which will
minimize material spillage. A new Medium Pressure
Stripper section is being installed in the Ammonia Plant
to reduce effluent generation and provide DM quality
water, with completion expected by January 2026.

â¢ In terms of reliability enhancement, the Company
is undertaking projects including (a) replacement
of Utility Boiler A & C superheaters with upgraded
materials by M/s Thermax Ltd., (b) Ammonia
granulator replacement in the NPK A Plant, and (c)
Ammonia chiller replacement in the NPK B Plant.

â¢ As part of operational sustainability, a new 3000 MT
Phosphoric Acid storage tank is being constructed
to improve storage capacity and import flexibility,
expected by November 2025. An existing HFO tank
is being modified to store 2500 MT of Sulphuric Acid,
allowing improved handling of upcoming imports and
cost optimization.

â¢ Additionally, the Company is planning a new township
to offer modern and enhanced residential facilities
for employees, reflecting its continued focus on
employee welfare and infrastructure development.

6. TRANSFER TO RESERVES

Board of Directors has not proposed to carry any amount to
any reserve account during the year.

7. DIVIDEND

Your Board of Directors have recommended dividend
of H1 (10% ) per equity shares of face value of H 10 for
the Financial Year 2024-2025.The dividend distribution
policy is available on the website of the Company i.e.,
https://www.paradeepphosphates.com/uploads/content/
dividend-distribution-policy-20-08-2022.pdf

8. SHARE CAPITAL
Authorised Capital

The authorized share capital of the Company as on
31^st March 2025 was H 1000,00,00,000 (Rupees one thousand
crore) divided into H 900,00, 00,000 (Rupees nine hundred
crore) consisting of 90,00,00,000 (ninety crore) equity shares of
face value of H 10 each, and H 100,00,00,000 (Rupees hundred
crore) consisting of 1,00,00,000 (one crore) 7% non-cumulative
redeemable preference shares of face value of H 100 each.

9. HEALTH, SAFETY AND ENVIRONMENT (HSE)

The Company continues to uphold its strong commitment to
the highest standards of Health, Safety, and Environmental
(HSE) management across all its operations. Stringent
systems, internationally recognized certifications, proactive
community engagement, and continuous improvement
initiatives form the backbone of our HSE approach.

Health, Safety and Environment (HSE) - Paradeep
Plant

The Paradeep Plant maintained its strong commitment to
safety, health, and environmental stewardship throughout
FY 2024-25, with a focus on proactive risk management,
regulatory compliance, stakeholder engagement, and
community safety. The plant operates under a robust
Integrated Management System certified for ISO
9001:2015, ISO 14001:2015, ISO 45001:2018, ISO 50001
(Energy Management), and 5S workplace methodology.
The Company also holds premium memberships and
certifications such as the British Safety Council (UK) and
IFA Protect & Sustain.

Key HSE initiatives and achievements in FY 2024-25
include:

â¢ The Plant actively observed National Road Safety
Month, National Safety Week, World Environment
Day, National Fire Service Day, and Chemical Disaster
Prevention Day through a wide range of awareness and
training programs. A divisional seminar on "Accident
Preventionâ was conducted in association with the
Directorate of Factories & Boilers, Government of
Odisha for employees and contract workers.

â¢ To extend safety awareness beyond the workplace,
biannual community outreach programs were
conducted in nearby villages to educate residents
about industrial hazards and emergency response
measures. A major highlight of the year was the
successful execution of a State Level Mock Exercise
on Chemical Disaster, simulating an ammonia
leak, under the guidance of the National Disaster
Management Authority (NDMA), in collaboration with
OSDMA and other government stakeholders.

â¢ Further, the Companyâs Fire & Safety team proudly
represented PPL at the Odisha Disaster Preparedness
Day exhibition, organized by OSDMA at Bhubaneswar.
The event witnessed the presence of the Honâble
Chief Minister of Odisha and senior government
officials. As part of the Ten Action Points framework
of the Odisha Government, the plant conducted
monthly Mass Safety Gatherings, followed by a Safety
Oath and the unveiling of safety theme banners,
with the active participation of senior executives,
workers, and staff.

â¢ Continuing its focus on continuous improvement,
the Company underwent a safety audit by a team
from the Indian Chemical Council (ICC) under the
Responsible Care initiative, and constituted a new
cross-functional Safety Inspection Team comprising
members from E&I, TS, QC, and Safety departments.
Monthly "Mass Safety Responsivenessâ sessions
(Safety Man Ki Baat) were also held to encourage
employee suggestions and recognize contributions
toward safety improvement.

â¢ Community engagement remained a priority. A
notable event was held at Gopiakuda Panchayat,
where school students, teachers, frontline health
workers, SHGs, and youth clubs participated in a
program on emergency preparedness and chemical
hazard awareness.

â¢ As a responsible organization, the Company
remains committed to environmental protection and
sustainability. It has successfully maintained Zero
Liquid Discharge (ZLD) at its plant by implementing
online analysers, PTZ cameras, and 24x7 connectivity
with the Pollution Control Board. To further prevent
contamination, colour-coded pipelines are installed to
segregate effluents from stormwater.

â¢ In line with sustainable water management, the
Company is constructing a 1 lakh m³ lined rainwater
harvesting pond, and has initiated installation of a
100 m3/hr RO plant, which will significantly reduce
fresh water consumption by supplying 80 m3/hr of
treated water back into the process.

â¢ To ensure clean air in and around the plant, Continuous
Ambient Air Quality Monitoring Stations have been
installed at the plant boundary and township. An
automatic road sweeping machine has been deployed
to enhance cleanliness and reduce dust emissions
within the premises.

â¢ In the area of waste management, the Company
has safely disposed of approximately 1600 MT
of hazardous waste through TSDF and achieved
100% compliance with Plastic Waste Management
Rules for FY 2023-24. A complete ban on Single
Use Plastic (SUP) has been enforced across the
plant and township. An Organic Waste Converter
(OWC) processes food waste into manure for inÂ¬
house gardening use.

â¢ To support future expansion, the Company has
received necessary NOCs from the State Pollution
Control Board, Odisha for setting up a Sulphuric Acid
Plant-E, Phosphoric Acid Plant-3, and a dry gypsum
disposal system. Approvals have also been obtained
for reusing scrubber effluents in the process and
utilizing Phospho-Gypsum for road construction and

land development, enabling large-scale waste reuse
in infrastructure projects.

â¢ In pursuit of green energy, the Company is in the
process of installing a 1 MW solar power plant,
expected to generate 14 lakh units of electricity
annually, saving approximately 1000 tons of CO₂-
equivalent to planting 40,000 trees per year.

â¢ The Company actively promotes environmental
awareness through regular training sessions and
has established a NABL-accredited environmental
laboratory to ensure accurate monitoring of
environmental parameters.

â¢ Lastly, under its afforestation drive, the Company has
launched a plan to plant 1 lakh trees over the next two
years and continues to maintain over 40% greenery
in its premises. As a result of its strong ecological
efforts, approximately 43,000 birds of 44 species
have been recorded in the plant area, highlighting
the organizationâs role in sustaining a healthy
local ecosystem

Health, Safety and Environment (HSE) - Goa Plant

The Goa plant continues to demonstrate its commitment
to environmental and occupational safety excellence
by maintaining ISO 14001:2015 and ISO 45001:2018
certifications, revalidated by TUV Nord. Its ''Environment,
Health & Safetyâ (EHS) Policy is aligned with these
global standards.

Key HSE initiatives and achievements in FY 2024-25
include:

â¢ The Goa Fertilizer Plant has sustained its status as
a Zero Effluent Discharge (ZLD) facility since 1990.
A lush green belt around the complex continues to
thrive, supporting a rich ecosystem. The Company
also maintains continuous online ambient and stack
monitoring systems across critical emission sources
to ensure strict compliance.

â¢ A collaborative study with CSIR-NEERI on solid and
wastewater management, including surface runoff
control, has been completed and recommendations
are under implementation. This initiative is expected
to minimize contaminant discharge during the
monsoon season.

â¢ A 150 kg/day bio-digester has been installed to
process food waste from canteens, generating biogas
that is reused for cooking. Additionally, extractive gas
analyzers were replaced with DoAS analyzers for
improved detection of SO₂, NO₂, and NH₃ pollutants.

â¢ Under its Extended Producer Responsibility (EPR)
initiative, the Goa plant diverted approximately 2070

tons of post-consumer plastic waste to recycling in
FY 2024-25, significantly reducing landfill pressure.

â¢ On the health front, an Automated External
Defibrillator (AED) has been installed and first
responders trained for emergency care. An oxygen
concentrator and LED vision testing equipment were
introduced in the Occupational Health Centre (OHC),
enhancing medical preparedness and inclusivity. A
decontamination facility is also being established for
chemical exposure emergencies.

â¢ The Company retained its ''Protect & Sustainâ
stewardship certification from the International
Fertilizer Association and conducted multiple Safety,
Health & Environment awareness events, including
observances of National Safety Week and World
Environment Day. School outreach programs were
also organized to instill safe habits among children.

â¢ The Company is actively implementing Process
Safety Management (PSM) systems, including
Management of Change, Incident Management,
Safety Observations, and Pre-Startup Safety Reviews.
A pocket PSM manual was developed. Contractor
Safety and Training modules are being rolled out.

â¢ Further strengthening safety practices, HAZOP
training was conducted and Asset Integrity
Management training was held. A Quantitative Risk
Assessment (QRA) for the Plant and Ammonia
Terminal was also undertaken.

â¢ To improve emergency preparedness, portable cutter
and spreader tools were procured. Public safety
messages on ammonia emergency precautions were
broadcast via FM radio to build community awareness.

Industrial Relations

Maintaining a positive and collaborative industrial relations
(IR) climate is a cornerstone of our people-centric approach.
At Paradeep Phosphates Ltd., we foster an ecosystem of
trust, transparency, and cooperation by actively engaging
with employee unions and key stakeholders. Our structured
stakeholder engagement strategy involves continuous
dialogue, joint consultative mechanisms, and structured
grievance redressal forums to ensure alignment with
business objectives while upholding employee welfare.

Through proactive union engagement, we promote
collective bargaining, fair negotiations, and shared
decision-making, reinforcing a culture of mutual respect and
industrial harmony. Our commitment to industrial stability
is reflected in the successful conclusion of the wage
settlement at our Paradeep location, ensuring equitable
compensation and long-term workforce satisfaction.
Additionally, our collaborative approach has resulted in
zero production loss due to labour unrest, demonstrating
the effectiveness of our proactive engagement strategies.

As we move forward, our commitment to an inclusive,
dynamic, and future-ready workforce remains steadfast.
By leveraging strategic partnerships with employees
and external stakeholders, we aim to build a progressive
workplace that propels Paradeep Phosphates Ltd. to
new heights of success while ensuring industrial peace,
productivity, and sustainable growth.

10. ANNUAL RETURN

Annual Return referred to in Section 92(3) of the Companies
Act, 2013 will be available on the website of the Company

i.e. https://www.paradeepphosphates.com/investors/
corporate-governance#annual-returns

11. a) BOARD MEETINGS

During the year, six Board Meetings were held on April
17, 2024, May 15, 2024, August 01, 2024, October
28, 2024, November 25, 2024 and February 03, 2025.
The details of the composition of the Board and
attendance of the Directors at the Board Meetings,
are provided in the Corporate Governance Report
attached as Annexure - A.

b) AUDIT COMMITTEE

During the year under review, six Audit Committee
Meetings were held on May 14, 2024, August
01, 2024, October 28, 2024, November 25, 2024,
February 03, 2025 and February 24, 2025 and all
the recommendations of the Audit Committee were
accepted by the Board. The details of the composition
of the Audit Committee and details of committee
meetings are given in the Corporate Governance
Report attached as Annexure- A.

12. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013,
your Directors confirm that:

a) in the preparation of the annual accounts, the
applicable accounting standards have been followed
along with proper explanation relating to material
departures, if any;

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

c) the Directors have taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

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

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

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

13. STATEMENT ON DECLARATION BY INDEPENDENT
DIRECTORS

All the Independent Directors of the Company have given
declarations that they meet the criteria of independence as
specified in Section 149(6) of the Comapnies Act and shall
abide by the Code for Independent Directors as specified in
Schedule- IV of the Act.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company was having 8
directors as on March 31, 2025 with seven Non-Executive
Directors including four Independent directors and a
Managing Director.

Mr. Dipanker Chatterji (DIN: 00031256), Independent
Director, completed his first term of 3 years on August
02, 2024 and his re-appointment for a second term of 3
years with effect from August 03, 2024 to August 02, 2027,
was approved by the shareholders through Postal Ballot
on July 20, 2024.

Mr. Subhrakant Panda (DIN: 00171845), Independent
Director, completed his first term of 3 years on January 30,
2025 and his re-appointment for a second term of 5 years
with effect from January 31, 2025 to January 30, 2030,
was approved by the shareholders through Postal Ballot on
April 16, 2025.

Mr. Karim Lotfi Senhadji (DIN: 09311876) is liable to
retire by rotation at the ensuing Annual General Meeting
of the Company.

There was no change in Chief Financial Officer and Company
Secretary of the Company during the year under review.

In the opinion of the Board of Directors, all the Independent
Directors possess requisite expertise and experience on the
roles, rights and responsibilities of Independent Directors.

A certificate obtained by the Company from a company
secretary in practice, confirming that none of the
Directors on the Board of Directors of the Company have
been debarred or disqualified from being appointed or
continuing as director of companies by the Securities and
Exchange Board of India /Ministry of Corporate Affairs or
any such statutory authority, is enclosed as Annexure "Dâ
to this Report.

15. DIRECTORS TRAINING & FAMILIARIZATION

The Company, in compliance with Regulation 25(7) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, formulates programs to familiarize
new Independent Directors inducted on the Board with the
Company. All the Independent Directors of the Company
are made aware of their roles and responsibilities at
the time of their appointment through a formal letter of
appointment, which also stipulates various terms and
conditions of their engagement.

Senior management personnel of the Company present to
the Board Members on a periodical basis, briefing them
on the operations of the Company, plans, strategy, risks
managment, new initiatives, ESG , etc.,

The Statutory Auditors and Internal Auditors of the
Company presents to the Board Members on Financial
Statements and Internal Controls including presentation
on regulatory changes from time to time.

16. PERFORMANCE EVALUATION

Pursuant to the provisions contained in Companies Act,
2013 and Schedule IV (Section 149(8) of the Companies
Act, 2013, the following performance evaluations
were carried out;

a. Performance evaluation of the Board, Chairman
and Non-Independent Directors by the
Independent Directors;

b. Performance evaluation of the Board, its
Committees and Independent Directors by the Board
of Directors; and

c. Performance evaluation of every Director by the
Nomination and Remuneration Committee.

The evaluation process covered adequacy of the
composition of the Board and its Committees, disclosure of
information to the Board and Committees, performance of
duties and obligations, governance parameters, participation
of the members of the Board / Committees and fulfilment of
independence criteria and maintaining independence from
the management by the Independent Directors.

Based on the evaluation done by the Directors, the
performance of the Board, its Committees and the Directors
were satisfactory and the quality, quantity and timeliness
of flow of information between the management and the
Board was appreciable.

17. NOMINATION AND REMUNERATION POLICY
AND DISCLOSURE ON REMUNERATION

of Nomination and Remuneration Committee, guidelines
on procedure for appointment / removal of Director, Key
Managerial Personnel or at Senior Management level,
recommendation for remuneration, compensation and
commission to be paid to the Managing Director / Whole
time Director / Non - Executive Directors and carrying
out evaluation of performance of every Director and Key
managerial personnel.

The Nomination and Remuneration Policy is placed
on the website of the Company i.e. https://www.
paradeepphosphates.com/uploads/content/
whistleblowerpolicv29julv20221677899588.pdf.

The disclosure related to the employees under Section
197(12) read with Rule 5(1) of The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is
enclosed as Annexure ''Hâ to this Report.

The information required pursuant to Section 197 (12)
of the Companies Act, 2013 read with Rule 5(2) of The
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of employees of the
Company l form part of this report. However, in terms of
Section 136 of the Companies Act, 2023, this report is
being sent to all the members of the Company excluding
the aforesaid information. Any member, who is interested
in obtaining these particulars about employees, may
write to the Company at [email protected]. The said
particulars are available for inspection by the Members at
the Registered Office of the Company.

18. SUBSIDIARIES, ASSOCIATE COMPANIES AND
JOINT VENTURES

"Zuari Yoma Agri Solutions Limitedâ, Myanmar continued
as a 50:50 joint venture with Yoma Strategic Holdings
Ltd. Statement containing salient features of the financial
statement of the joint venture under Section 129 of the
Companies Act, 2013 read with Rule 5 of the Companies
(Accounts) Rules, 2014 is annexed hereto as Annexure- I.

19. Corporate Social Responsibility and ESG Committee

In accordance with the provisions of Section 135 of the Act
and Companies CSR (Policy) Rules, 2014, your Company
has constituted a CSR Committee of the Board. Based
on the recommendation of the Committee, the Board has
formulated a CSR Policy for the Company indicating the
CSR activities, modalities of execution, implementation
schedule, and amount of expenditure and monitor the
Policy from time to time. The Committee also oversee
the Companyâs overall strategy, policies, practices and
performance with respect to ESG Matters. A detailed
Report on CSR activities undertaken by the Company
during the year, containing the information in the prescribed
format, is annexed hereto as Annexure- G and forms part
of this Report.

20. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has established a vigil mechanism through
Whistleblower Policy and the Audit Committee of the
Company is responsible to review periodically the efficient
and effective functioning of the vigil mechanism, to
deal with instances of fraud and mismanagement and
suspected violations of the Companyâs Code of Business
Conduct and Ethics, if any.

The Whistleblower Policy provides for adequate
safeguards against victimization of employees and
Directors who express their concerns. The Company has
also provided direct access to the Chairman of the Audit
Committee on reporting issues concerning the interests
of the employees and the Company. The Whistleblower
Policy is placed on the website of the Company i.e.,
https://www.paradeepphosphates.com/uploads/content/
whistleblowerpolicv29julv20221677899588.pdf

21. RISK MANAGEMENT

The Company has the requisite processes and procedures
in place to identify and assist in minimizing exposure to
risk that threaten the existence of the Company. The
Board has put in place a risk management policy to
monitor and review potential risks. The brief detail about
this policy may be accessed on the Companyâs website at
https://www.paradeepphosphates.com/uploads/content/
riskassessmentmanagementpolicy19nov2022.pdf

The Company regularly reviews and assess the policies/
procedures and identify risks, perform analysis of the
frequency and severity of potential risks, select the best
techniques to mitigate the risk, implement appropriate
risk management techniques and monitor, evaluate and
document results.

22. LOANS, GUARANTEES OR INVESTMENTS

The details of loans given, Corporate guarantees provided
and investments made by Company under the provisions
of Section 186 of the Companies Act, 2013 are given in the
notes to the financial statements.

23. TRANSFER OF UNCLAIMED DIVIDEND AND
SHARES TO THE INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 of the Companies
Act, 2013 and other applicable provisions of the Companies
Act, 2013 and rules made thereunder there is no unclaimed
/ unpaid amounts or shares were required to be transferred
to the Investor Education and Protection Fund (IEPF).

24. RELATED PARTY TRANSACTIONS

Transactions entered by the Company with its related
parties were on an armâs length basis and/or in the ordinary

course of business. Suitable disclosures as required
under Ind AS-24 have been made in Note No. 33 to the
Financial Statements. The Company had not entered into
any arrangement/ transaction with related parties which is
material in nature pursuant to the provisions of Section 188
of the Companies Act and accordingly the disclosure of
Related Party Transactions in Form AOC-2 is not applicable.

25. DEPOSITS

The Company has not accepted any deposits in the past or
during the year.

26. STATUTORY AUDIT

The Statutory Auditors, M/s. BSR & Co. LLP Chartered
Accountants, were re-appointed at the 40^th Annual General
Meeting of the Company held on September 12^th, 2022,
to hold office from the conclusion of 40^th Annual General
Meeting till the conclusion of 45^th Annual General Meeting
of the Company.

27. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, the Company appointed M/s. Sunita Jyotirmoy
and Associates, Practicing Company Secretaries, to
undertake the Secretarial Audit of the Company for the year
2024-25. The Secretarial Audit report is annexed herewith
as Annexure - E.

28. COST RECORDS & COST AUDIT

The Company is required to maintain cost records as per
Section 148(1) of the Companies Act, 2013, and get the Cost
audit done by a Cost Auditor. Accordingly, such accounts &
records are made and maintained. The Company appointed
M/s. S. S. Sonthalia & Co., Cost Accountants, as the Cost
Auditor for the year 2024-25. The Cost Audit Report for the
year ended March 31, 2024 was filed by the Company with
the Ministry of Corporate Affairs.

29. AUDITORS'' REPORT

There were no modifications, qualifications, reservations or
adverse remarks made by the Statutory Auditor, Secretarial
Auditor and Cost Auditor in their respective reports. No
frauds have been reported by the Auditors during the year.

30. MATERIAL CHANGES & COMMITMENTS

There were no material changes and commitments
affecting the financial position of the Company which
have occurred between the end of the financial year of the

Company to which the financial statements relate and the
date of this report.

31. SIGNIFICANT & MATERIAL ORDERS

No significant and material orders were passed by the
regulators or courts or tribunals impacting the going
concern status and the Companyâs operations in future.

32. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has adequate systems of internal control in
place, which is commensurate with its size and the nature
of its operations. The Company has designed and put in
place adequate Standard Operating Procedures and Limits
of Authority Manuals for conduct of its business, including
adherence to Companyâs policies, safeguarding its assets,
prevention and detection of fraud and errors, accuracy
and completeness of accounting records and timely
preparation of reliable financial information.

These documents are reviewed and updated on an
ongoing basis to improve the internal control systems
and operational efficiency. The Company uses a state-of-
the-art ERP (SAP) system to record data for accounting
and managing information with adequate security
procedure and controls.

33. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with all applicable mandatory
Secretarial Standards issued by the Institute of Company
Secretaries of India.

34. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements are prepared in
accordance with Indian Accounting Standards (Ind AS)
as per the Companies (Indian Accounting Standards)
Rules, 2015 notified under Section 133 of the Companies
Act, 2013 and other relevant provisions of the Companies
Act, 2013. The Consolidated Financial Statements for
the Financial Year ended 31^st March 2025 forms part of
the Annual Report.

35. EMPLOYEE STOCK OPTION SCHEME

Your Company has formulated an employee stock option
scheme, namely, PPL Employees Stock Option Plan 2021,
("ESOP 2021â). ESOP 2021 was approved pursuant to
a Board resolution and Shareholdersâ Resolution, each
dated 10^th August 2021, and amended pursuant to a Board
resolution dated 29^th April 2022.

In terms of the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 as amended from time to
time (''SEBI Regulationsâ), the Nomination and Remuneration
Committee of Board, inter alia, administers and monitors
the PPL Employee Stock Option Plan 2021. A certificate
from the Secretarial Auditor on the implementation of your
Companyâs Employees Stock Option Scheme will be placed
at the ensuing Annual General Meeting for inspection by
the Members. Further, disclosures pursuant to Regulation
14 of the SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 read with SEBI circular dated
16^th June 2015 for the financial year ended 31^st March 2025
are available on website of the Company.

36. DISCLOSURE AS PER SECTION 22 OF THE SEXUAL
HARRASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013

The Company has in place an Anti-Sexual Harassment
Policy in line with the requirement of the Sexual
Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013 and all the employees
are covered under this Policy. Awareness program on
Legislations and remedies related to sexual harassment of
women at workplace has been conducted. The Company
has complied with provisions relating to the constitution of
Internal Complaints Committee under this Act. The status
of the sexual harassment complaint received and disposed
during the year are below :

i. number of complaints of sexual harassment received
in the year - nil.

ii. number of complaints disposed off during the year - nil.

iii. number of cases pending for more than ninety days - nil.

37. DISCLOSURE WITH RESPECT TO THE
COMPLIANCE OF THE PROVISIONS RELATING
TO THE MATERNITY BENEFIT ACT 1961

The Company has complied with the provisions relating to
the Maternity Benefit Act 1961.

38. CONSERVATION OF ENERGY, RESEARCH AND
DEVELOPMENT, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy,
technology absorption, foreign exchange earnings
and outgo as required under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies

(Accounts) Rules, 2014 is furnished in Annexure F attached
to this report.

39. THE DETAILS OF APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (31 OF 2016)
DURING THE YEAR ALONGWITH THEIR STATUS
AS AT THE END OF THE FINANCIAL YEAR

No application was made or any proceedings filed under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016)
during the financial year 2024-25.

40. CORPORATE GOVERNANCE

The Company is committed to good corporate governance
practices. The Board endeavors to adhere to the standards
set out by the Securities and Exchange Board of India
(SEBI) on corporate governance practices and accordingly
has implemented all the mandatory stipulations.

A detailed Corporate Governance Report in line with the
requirements of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 regarding the corporate
governance practices followed by the Company which is
given as Annexure - A and the certificate from Practicing
Company Secretary relating to compliance of mandatory
requirements is given as Annexure - B. A statement
regarding opinion of the Board, with regard to integrity,
expertise and experience (including proficiency) of the
Independent Directors appointed during the year is given
in Corporate Governance Report annexed as Annexure A.
Management Discussion and Analysis report for 2024-25,
forms part of the Annual Report.

41. BUSINESS RESPONSIBILITY AND

SUSTAINABLITY REPORT

The ''Business Responsibility and Sustainability Reportâ
(BRSR) for the FY 2024-25, forms part of the Annual Report.

42. GENERAL

No disclosure or reporting is made with respect to
the following items, as there were no transactions
during FY 2024-25:

â¢ The issue of equity shares with differential rights as
to dividend, voting or otherwise;

â¢ Issue of shares (including sweat equity shares) to
employees of the Company under any scheme except
Employeesâ Stock Options Schemes referred to
in this Report;

â¢ Managing Director and Chief Executive Officer has
not received any remuneration or commission from
any of its subsidiaries;

â¢ There was no revision in the financial statements;

â¢ The Company has not made any downstream
investments during FY 2024-25 and hence certificate
under FEMA is not required;

â¢ There was no material subsidiary during

the FY 2024-25 and

â¢ There was no one time settlement against
any of the loan availed by the Company from
the Banks or Financial Institutions during the
Financial Year 2024-25.

43. ACKNOWLEDGEMENT

Your Board of Directors take this opportunity to acknowledge
the continued support and co-operation extended by the
Shareholders. The Board wishes to place on record their
appreciation of the continued support and cooperation
extended by the Consortium of Bankers, East Coast
Railway, Paradeep Port Trust, Government Departments
both at the Centre and the States, Suppliers, Dealers and
above all, Farmers. The Board also wishes to place on
record their deep appreciation of the excellent services
rendered by the Employees at all levels during the year.

For and on behalf of the Board of Directors,

Saroj Kumar Poddar

Chairman
DIN: 00008654
Date: 06/05/2025

Mar 31, 2024

Your Directors have pleasure in presenting the Forty Second Annual Report of Paradeep Phosphates Limited ("Company") together with the Audited Financial Statements for the financial year ended 31^st March 2024.

1. FINANCIAL HIGHLIGHTS

Particulars	Standalone
	2023-24	2022-23
Revenue from Operation	1,157,511.98	1,334,072.19
Finance Costs	36,602.70	29,124.25
Depreciation	21,067.03	17,515.31
Profit before tax	14,016.72	42,566.46
Tax expense	4,092.50	12,197.72
Profit after tax	9,924.22	30,368.74
Other Comprehensive Income/(Loss)	(193.61)	69.10
Total Comprehensive Income	9,730.61	30,437.84
Earnings Per Share (Basic & Diluted) ''	1.22	3.89

2. CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY

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

3. REVIEW OF OPERATIONS

During the financial year, on a standalone basis, the Company recorded operating revenue of '' 1,157,511.98 Lakhs as compared to '' 1,334,072.19 Lakhs for the previous financial year.

The profit before tax for the year ended 31^st March 2024 was '' 14,016.72 Lakhs as compared to '' 42,566.46 Lakhs for the year ended 31^st March 2023. Net Profit was '' 9,924.22 Lakhs for the year ended 31^st March 2024 compared to earlier year''s '' 30,368.74 Lakhs. Total Comprehensive Income stood at '' 9,730.61 Lakhs for the year ended 31^st March 2024 compared to '' 30,437.84 Lakhs for the previous year.

The Board of Directors at its meeting held on 7^th February, 2024, approved the composite scheme of arrangement for the merger of Mangalore Chemicals and Fertilizers Limited (MCFL) with and into the Company, marking a strategic move of consolidation for both the companies. The proposed amalgamation will enable the Company and MCFL to combine

their businesses and create a strong amalgamated company, and to become one of the the largest integrated private sector fertilizer companies in India, with a total manufacturing capacity of ~3.6 MMTPA. The combined entity will be able to reap benefits of economies of scale, optimize product mix, enhance distribution reach and supply chain capabilities and leverage on each other potent synergies. This will result in unlocking tremendous value and drive sustainable growth for our shareholders, employees, and partners. Currently, the regulatory approvals are in progress

4. CAPITAL PROJECT At Pardeep Plant

â¢ Installation of new Ship unloader at PPL Jetty, Paradeep which is ease for operation and maintenance, environment friendly as dust free and provide for fast unloading. The Erection of the installation started in January 2023 and completed by September 2023.

â¢ A new phosphoric acid plant was commissioned on August 2023 with the help of M/s ThyssenKrupp Industrial Solution India Private Limited/ Prayon (Belgium) to increase Phosphoric acid annual production by 150,000 MT. Further the installation of 4^th Evaporator of capacity 350 TPD has been commissioned on July 2023, which will increase annual production of strong Phosphoric acid by 116,000 MT. Existing DCS (Distributed control system) of old phosphoric acid plant is also getting upgrade to increase the reliability of the production control system.

â¢ For upstream integration of the above commissioned projects for LP steam, power & sulphuric acid, Company is in progress of setting up of up to 1500 TPD Sulfuric acid plant along with a 23 MW power plant. The Company has obtained the environment clearances for project and expected completion by 2025.

â¢ The Turbo generator-2 (16 MW) was retrofitted, to generate extra 10.2 MWH of energy per annum and excess 15 TPH of low pressure steam to cater the need of strong phosphoric acid evaporators.

â¢ Further to this, keeping in view of future expansions & energy need, the MRSS expansion is going on for additional load of 23 MW, which is expected to complete by December 2024.

â¢ Due to increase in railway traffic, existing approach road to PPL Paradeep is heavily congested, for which the Company is developing a new approach road from plant and township to Highway through zero point.

At Goa Plant

â¢ In order to comply with the revised energy norms, set forth in New Urea Policy (NUP) 2015 notified by Department of Fertilizers, Government of India, the Company had conceptualised an Energy Savings Project (ESP) with target Specific Energy Consumption of Urea at 6.1GCal/ MT. Accordingly, the services of M/s CASALE were engaged to carry out the Process Design Package (PDP) for the ESP schemes and their integration.

â¢ The PDP has been developed to bring down the Urea Energy to 6.1 GCal/MT. Implementation of the Energy Savings schemes has been bifurcated into phases. As a part of Phase 1, The ammonia Converter has been retrofitted with the latest technology 3 bed configuration along with Casale''s Amomax Catalyst. In addition, a new Synthesis Loop Boiler downstream of the converter has been installed which was designed and fabricated by M/s ISGEC. The 1^stShift Converter has also been retrofitted with Axial -Radial Baskets and new Catalyst. The site work for Phase 1 has been executed by M/s Daynite Engineers and Contractors. These interventions have helped bring down the Urea Energy to 6.4GCal/MT.

â¢ The Phase 2 involves retrofit of the Synthesis Gas Compressor Train and Air compressor Turbine, which has commenced and is in the ordering Stage. Installation and commissioning is expected in December 2025 and it will bring down the Urea Energy to 6.1 Gcal/MT.

â¢ Further, as part of Reliability improvement, during the Annual Turnaround of 2023, the superheaters of the Utility Boiler B has been replaced with improvised Material of Construction, through M/s Thermax Ltd. Also, the shell of the Process Gas Re-boiler in the Ammonia plant, has been replaced and with superior Material through M/s TEMA.

â¢ As part of sustenance, Infrastructure for raw material storage and handling are being

augmented to facilitate higher storage for Phosphoric Acid, Potash and filler material. This will help in obtaining larger parcel of imports as well as provide adequate buffer for continuous production. The Engineering for a new 3000MT Phosphoric Acid Tank has been completed by M/s Simon India. A mechanised system for storage and handling of filler has been conceptualised and is currently in the ordering stage. The engineering to increase the storage capacity of Potash Shed from 10,000 MT to 20,000 MT is in progress

â¢ As our initiative towards Environment compliance / responsibility, other projects like Installation of a Sludge dryer to facilitate faster consumption of any and all sludge generated into our phosphatic plants, and Bio-digestor for canteen waste are in progress.

5. TRANSFER TO RESERVES

Board of Directors has not proposed to carry any amount to any reserve account during the year.

6. DIVIDEND

Your Board of Directors have recommended dividend of '' 0.50 per equity share of face value of '' 10 for the Financial Year 2023-24.The dividend distribution policy is available on the website of the Company i.e., https://www.paradeepphosphates.com/uploads/ content/dividend-distribution-policy-20-08-2022.pdf

7. SHARE CAPITAL Authorised Capital

The authorised share capital of the Company as on 31^st March 2024 was '' 10,000,000,000 (Rupees one thousand Crores) divided into '' 9,000,000,000 (Rupees nine hundred Crores) consisting of 900,000,000 (ninety Crores) equity shares of face value of '' 10 each, and '' 1,000,000,000 (Rupees hundred Crores) consisting of 10,000,000 (one Crore) 7% non-cumulative redeemable preference shares of face value of '' 100 each.

8. SAFETY, HEALTH, ENVIRONMENT

The Company continues its environment and safety initiatives. As a responsible employer, we are committed to ensuring our workplace is safe and healthy, with no accidents or illnesses, especially when many workers handle and work with and around hazardous chemicals. Our facilities are designed

with the highest safety standards and state-of-the art safety controls. To reduce the exposure of staff to occupational health and safety hazards, we have been implementing robust procedures at both of our plants.

Our sites are ISO 9001:2015, ISO 14001:2015 and ISO 45001:2018 certified. Additionally, we are an energy-efficient (ISO 50001) and 5S certified company, demonstrating a holistic approach to operational excellence. Our dedication to safety has garnered prestigious recognitions, including the Premium Membership Certificate from the British Safety Council.

The Company has formulated a comprehensive policy that extends to commitment with regard to Occupational Health & Safety in business operations to minimise risk to our personnel, business associates, and community by preventing pollution, injury, and ill health & strive for continual improvement in EHS management and performance.

The Company conducted various activities related to Safety, Health & Environment during National Safety Week, National Road Safety Month, World Environment Day, National Fire Service Day and Chemical Disaster Prevention Day. Two days training program on Occupational Health & Safety, through the Inspectorate of Factories & Boilers, Government of Goa were conducted for the employees & workers. We actively promote safety awareness within our company and the surrounding community. Twice a year, we conduct programs in nearby villages to educate residents on potential hazards and emergency response measures. This year, we carried out a first-of-its-kind State Level Mock Exercise on Chemical Disaster, directed by National Disaster Management Authority (NDMA) - Govt. of India (Ministry of Home Affairs) in collaboration with Odisha State Disaster Management Authority (OSDMA) and State Govt. Officials to simulate an ammonia release. We are also immensely proud to have showcased our safety expertise at the "Observance of Odisha Disaster Preparedness Day" exhibition at state level.

The Company has progressed halfway through in implementation of the PROCESS SAFETY MANAGEMENT (PSM) system. Implementation of Process Safety Management will further enhance & strengthen safety systems. The elements of PSM will integrate all aspects of risk in the facility that handles, stores or processes toxic or flammable chemicals

by institutionalising risk-based approach in the process safety. PSM provides dynamic environment for continual improvement and aims to prevent catastrophic incidents.

The Company has prepared pocket manual on PSM to enable/facilitate employees in the implementation of PSM across the Goa unit. A two days specialised PSM Training for Senior Leaders & Middle Management to streamline implementation of PSM was conducted through M/s. Dekra India, Two days training program on Scaffolding Inspector was conducted for the Officers of the Company to develop and mitigate the risk of working at Height.

Further we have launched the "HIT (Hazard Identification Tour)" program, empowering employees to identify and address potential safety concerns at Paradeep Plant.

Our both sites are zero liquid discharge. Our Goa plant has been a Zero Liquid Discharge (ZLD) facility since 1990, achieved by a closed-loop water cycle and various recycling routes. To treat wastewater, both manufacturing plants have ETP and STP installed.

As reported earlier, the Company''s policy is to continuously improve the surrounding environment. It continues to maintain the continuous online Ambient Air Quality Monitoring Station and online continuous Stack Monitoring System for the Utilities Boiler Stack, Reformer stack of Ammonia plant, DG stack and the Fume stack of NPK-A Plant. The flow meter and camera for continuous online final effluent monitoring system is also maintained.

The collaborative study with CSIR-National Environmental Engineering Research Institute (CSIR-NEERI) regarding solid waste and waste water management at our Goa unit has progressed significantly over the past one year, with thorough assessments, data collection, and analysis conducted in collaboration with CSIR-NEERI experts. We are currently at the interim report stage, where initial findings and observations have been compiled.

Sludge dryer system is installed for managing the ETP and Phosphoric Acid sludge. By drying the sludge, reduces its volume and also create an opportunity for efficiently reusing it in NPK plants. This approach helps minimise waste disposal costs and potentially reduces the environmental impact associated with traditional disposal methods.

Company has initiated the installation of a 150 Kg capacity bio-digester to process food waste generated from our canteens. The biogas produced will be piped directly to the kitchen, where it will be used for cooking purposes. This initiative aligns with our commitment to environmental responsibility and resource efficiency.

To enhance our ambient air pollutant monitoring capabilities, we are replacing extractive gas analysers with Differential Optical Absorption Spectroscopy (DoAS) analysers. This transition will enable more effective monitoring of pollutants such as SO₂, NO₂, and NH₃.

Under our Extended producer responsibility (EPR) Activity, the plant at Goa, in 2023-24 has diverted approximate 2,070 tons of Post-Consumer Plastic Waste from landfills to recycling and thus contributing towards a greener and cleaner environment.

"DIGITAL MASS COMMUNITY SAFETY AWARENESS PROGRAM" was conducted to generate safety awareness within the general public on simple precautions to be taken in the event of ammonia gas emergency in various panchayat areas on LED screen with vehicle, during the National Safety week.

During the Annual Turn Around-2023 maintenance, for effective monitoring of the activities, Safety stewards were engaged round the clock, which helped in completing the Annual Turn around without any lost time incident.

After being decided to make available a defibrillator at our Occupational Health Centre (OHC), Company purchased the Automated external defibrillator (AED) of Phillips make and is put to use in case of sudden cardiac arrest or in cases of severe electric shocks. Training and awareness towards use of AED has also been initiated and about 50 employees/workers have already been trained. It is planned to cover most of the employees/workers for awareness/usage training in the current year.

As an additional measure to prevent incidents, health checkup of workers working at height was initiated this year and during ATR, about 400 such workers underwent said checkup which includes physical examination, vision check & special emphasis on ear and central nervous system check. General annual health check-up for 700 employees and 2,210 contractual workers completed at Paradeep plant.

In addition to this, 495 employees and contractual workers have completed special Check-up category.

Industrial Relations

At PPL, we believe that strong industrial relations are essential to achieve our strategic objectives and promoting a positive work environment. This year, our approach to industrial relations has been focused on collaboration, transparency, and respect for our workforce, ensuring that we maintain a harmonious workplace that drives productivity with zero production loss due to labour unrest. At Manufacturing unit at Goa, the wage settlement for regular staff category employees has been signed & implemented for the settlement period up till December 2021 and The wage settlement for unionised contract workers of Canteen has been signed and implemented for the settlement up till June 2026.

As we look to the future, we remain dedicated in maintaining strong industrial relations. We will continue to prioritise employee well-being, open communication, and work collaboratively with worker unions and other stakeholders. By doing so, we are confident that we can build a workplace culture that drives success and empowers our employees to reach their full potential.

9. ANNUAL RETURN

Annual Return referred to in Section 92(3) of the Companies Act, 2013 will be available on the website of the Company i.e. https://www.paradeepphosphates. com/investors/corporate-governance#annual-returns

10. a) BOARD MEETINGS

During the year, six Board Meetings were held on 17^th May 2023, 2^nd August 2023, 31 ^st October 2023, 18^th December 2023, 5^th February 2024 and 7^th February 2024. The details of the composition of the Board and attendance of the Directors at the Board Meetings, are provided in the Corporate Governance Report attached as Annexure - A.

b) AUDIT COMMITTEE

During the year under review, eight Audit Committee Meetings were held on 5^th May 2023, 17^th May 2023, 2^nd August 2023, 31^st October 2023, 18^th December 2023, 5^th February 2024, 6^th February 2024 and 7^th February 2024 and all

the recommendations of the Audit Committee were accepted by the Board. The details of the composition of the Audit Committee and details of committee meetings are given in the Corporate Governance Report attached as Annexure- A.

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

12. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given declarations that they meet the criteria of independence as specified in Section 149(6) of the Act and shall abide by the Code for Independent Directors as specified in Schedule- IV of the Act.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company was having 8 Directors as on 31^st March 2024 with seven Non-

Executive Directors including four Independent Directors and a Managing Director.

Mrs. Rita Menon (DIN: 00064714) has been appointed as an Additional Director (in the capacity of Non -Executive Independent Director) with effect from 27^thJune 2023 and the shareholders of the Company approved her appointment at the AGM of the Company held on 26^th September 2023, to hold office for a term of three (3) years from 27^th June 2023 to 26^th June 2026, not be liable to retire by rotation.

Mrs. Kiran Dhingra (DIN: 00425602) ceased to be a Director of the Company with effect from 27^th July 2023 on completion of her term as Independent Director of the Company.

Mr. Satyananda Mishra (DIN: 01807198), Independent Director, completed his first term of 3 years on 3^rdNovember 2023 and his re-appointment for a second term of 3 years with effect from 4^th November 2023 to 3^rd November 2026, was approved by the shareholders at the AGM of the Company held on 26^th September 2023.

Mr. Soual Mohamed (DIN: 08684762) is liable to retire by rotation at the ensuing Annual General Meeting of the Company.

There was no change in Chief Financial Officer and Company Secretary of the Company during the year under review.

In the opinion of the Board of Directors, all the Independent Directors possess requisite expertise and experience on the roles, rights and responsibilities of Independent Directors.

A certificate obtained by the Company from a company secretary in practice, confirming that none of the Directors on the Board of Directors of the Company have been debarred or disqualified from being appointed or continuing as Director of companies by the Securities and Exchange Board of India /Ministry of Corporate Affairs or any such statutory authority, is enclosed as Annexure "D" to this Report.

14. DIRECTORS TRAINING & FAMILIARISATION

The Company, in compliance with Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, formulates programs to familiarise new Independent Directors inducted on the Board with the Company. All the

Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

Senior management personnel of the Company presents to the Board Members on a periodical basis, briefing them on the operations of the Company, plans, strategy, risks involved, new initiatives, etc.,

The Statutory Auditors and Internal Auditors of the Company presents to the Board Members on Financial Statements and Internal Controls including presentation on regulatory changes from time to time.

15. PERFORMANCE EVALUATION

Pursuant to the provisions contained in Companies Act, 2013 and Schedule IV (Section 149(8) of the Companies Act, 2013, the following performance evaluations were carried out;

a. Performance evaluation of the Board, Chairman and non-Independent Directors by the Independent Directors;

b. Performance evaluation of the Board, its committees and Independent Directors by the Board of Directors; and

c. Performance evaluation of every Director by the Nomination and Remuneration Committee.

The evaluation process covered adequacy of the composition of the Board and its Committees, disclosure of information to the Board and Committees, performance of duties and obligations, governance parameters, participation of the members of the Board / Committees and fulfilment of independence criteria and maintaining independence from the management by the Independent Directors.

Based on the evaluation done by the Directors, the performance of the Board, its Committees and the Directors was satisfactory and the quality, quantity and timeliness of flow of information between the management and the Board was appreciable.

16. NOMINATION AND REMUNERATION POLICY AND DISCLOSURE ON REMUNERATION

Based on the recommendation of the Nomination and Remuneration Committee, the Board has approved the Nomination and Remuneration Policy. The

Nomination and Remuneration Policy provides for constitution & role of Nomination and Remuneration Committee, guidelines on procedure for appointment / removal of Director, Key Managerial Personnel or at Senior Management level, recommendation for remuneration, compensation and commission to be paid to the Managing Director / Whole time Director / Non - Executive Directors and carrying out evaluation of performance of every Director and Key managerial personnel.

The Nomination and Remuneration Policy is placed on the website of the Company i.e. https://www.paradeepphosphates.com/uploads/ content/nomination-and-remuneration-policy.pdf

The disclosure related to the employees under Section 197(12) read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure ''H'' to this Report.

The information required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company shall form part of this report. However, in terms of Section 136 of the Companies Act, 2023, this report is being sent to all the members of the Company excluding the aforesaid information. Any member, who is interested in obtaining these particulars about employees, may write to the Company Secretary at the Corporate Office of your Company.

17. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

"Zuari Yoma Agri Solutions Limited", Myanmar continued as a 50:50 joint venture with Yoma Strategic Holdings Ltd. Statement containing salient features of the financial statement of the joint venture under Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 is annexed hereto as Annexure- I.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

of execution, implementation schedule, and amount of expenditure and monitor the Policy from time to time. A detailed Report on CSR activities undertaken by the Company during the year, containing the information in the prescribed format, is annexed hereto as Annexure- G and forms part of this Report.

19. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has established a vigil mechanism through Whistleblower Policy and the Audit Committee of the Company is responsible to review periodically the efficient and effective functioning of the vigil mechanism, to deal with instances of fraud and mismanagement and suspected violations of the Company''s Code of Business Conduct and Ethics, if any.

The Whistleblower Policy provides for adequate safeguards against victimisation of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of the employees and the Company. The Whistleblower Policy is placed on the website of the Company i.e., https:// www.paradeepphosphates.com/uploads/content/ whistleblowerpolicy29july20221677899588.pdf

20. RISK MANAGEMENT

The heads of departments regularly review and assess the departmental policies/procedures and identify risks, perform analysis of the frequency and severity of potential risks, select the best techniques to manage risk, implement appropriate risk management techniques and monitor, evaluate and document results.

21. LOANS, GUARANTEES OR INVESTMENTS

The details of loans given, Corporate guarantees and investments made by Company under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

22. UNCLAIMED DIVIDEND AND SHARES TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder, there is no unclaimed / unpaid amounts or shares were transferred to the Investor Education and Protection Fund (IEPF).

23. RELATED PARTY TRANSACTIONS

Transactions entered by the Company with its related parties were on an arm''s length basis and/or ordinary course of business. Suitable disclosures as required under Ind AS-24 have been made in Note No. 33 to the Financial Statements. The Company had not entered into any arrangement/ transaction with related parties which is material in nature and accordingly the disclosure of Related Party Transactions in Form AOC-2 is not applicable.

24. DEPOSITS

The Company has not accepted any deposits in the past or during the year.

25. STATUTORY AUDIT

The Statutory Auditors, M/s. B S R & Co. LLP Chartered Accountants, were re-appointed to hold office from the conclusion of 40^th Annual General Meeting till the conclusion of 45^th Annual General Meeting of the Company.

26. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s. Sunita Jyotirmoy and Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the year 2023-24. The Secretarial Audit report is annexed herewith as Annexure - E.

27. COST RECORDS & COST AUDIT

The Company is required to maintain cost records as per Section 148(1) of the Companies Act, 2013, and accordingly such accounts & records are made and maintained. The Company appointed M/s. S. S. Sonthalia & Co., Cost Accountants, as the Cost Auditor for the year 2023-24. The Cost Audit Report for the year ended 31^st March 2023 was filed by the

Company with the Ministry of Corporate Affairs on 9^th August 2023.

28. AUDITORS'' REPORT

There were no qualifications, reservations or adverse remarks made by the Statutory Auditor, Secretarial Auditor and Cost Auditor in their respective reports. No frauds have been reported by the Auditors during the year.

29. MATERIAL CHANGES & COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

30. SIGNIFICANT & MATERIAL ORDERS

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

31. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has adequate systems of internal control in place, which is commensurate with its size and the nature of its operations. The Company has designed and put in place adequate Standard Operating Procedures and Limits of Authority Manuals for conduct of its business, including adherence to Company''s policies, safeguarding its assets, prevention and detection of fraud and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

These documents are reviewed and updated on an ongoing basis to improve the internal control systems and operational efficiency. The Company uses a state-of-the-art ERP (SAP) system to record data for accounting and managing information with adequate security procedure and controls.

32. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

33. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of

the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013. The Consolidated Financial Statements for the Financial Year ended 31^stMarch 2024 forms part of the Annual Report.

34. EMPLOYEE STOCK OPTION SCHEME

Our Company has formulated an employee stock option scheme, namely, PPL Employees Stock Option Plan 2021, ("ESOP 2021"). ESOP 2021 was approved pursuant to a Board resolution and Shareholders'' Resolution, each dated 10^th August 2021, and amended pursuant to a Board resolution dated 29^thApril 2022.

In terms of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 as amended from time to time (''SEBI Regulations''), the Nomination and Remuneration Committee of Board, inter alia, administers and monitors the PPL Employee Stock Option Plan 2021 of your Company. A certificate from the Secretarial Auditor on the implementation of your Company''s Employees Stock Option Scheme will be placed at the ensuing Annual General Meeting for inspection by the Members. Further, disclosures pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 read with SEBI circular dated 16^th June 2015 for the financial year ended 31 ^st March 2024 are available on website of the Company.

35. DISCLOSURE AS PER SECTION 22 OF THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and all the employees are covered under this Policy. Awareness program on Legislations and remedies related to sexual harassment of women at workplace has been conducted. No sexual harassment complaint was received during the year. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under this Act.

36. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings

and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure F attached to this report.

37. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

No application was made or any proceedings filed under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2023-24.

38. CORPORATE GOVERNANCE

The Company is committed to good corporate governance practices. The Board endeavours to adhere to the standards set out by the Securities and Exchange Board of India (SEBI) on corporate governance practices and accordingly has implemented all the mandatory stipulations.

A detailed Corporate Governance Report in line with the requirements of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 regarding the corporate governance practices followed by the Company which given as Annexure - A and the certificate from Practicing Company Secretary relating to compliance of mandatory requirements is given as Annexure - B. A statement regarding opinion of the Board, with regard to integrity, expertise and experience (including proficiency) of the Independent Directors appointed during the year is given in Corporate Governance Report annexed as Annexure A. Management Discussion and Analysis report for 2023-24, forms part of the Annual Report.

39. BUSINESS RESPONSIBILITY AND SUSTAINABLITY REPORT

The ''Business Responsibility and Sustainability Report'' (BRSR) for 2023-24, forms part of the Annual Report.

40. GENERAL

No disclosure or reporting is made with respect to the following items, as there were no transactions during 2023-24:

â¢ The issue of equity shares with differential rights as to dividend, voting or otherwise

â¢ Issue of shares (including sweat equity shares) to employees of the Company under any scheme except Employees'' Stock Options Schemes referred to in this Report;

â¢ Managing Director and Chief Executive Officer has not received any remuneration or commission from any of its subsidiaries;

â¢ There was no revision in the financial statements;

â¢ The Company has not made any downstream investments during 2023-24 and hence certificate under FEMA is not required;

â¢ There was no material subsidiary during 2023-24 and

â¢ There was no one time settlement against any of the loan availed by the Company from the Banks or Financial Institutions during the Financial Year 2023-24.

41. ACKNOWLEDGEMENT

Your Board of Directors take this opportunity to acknowledge the continued support and co-operation extended by the Shareholders. The Board wishes to place on record their appreciation of the continued support and cooperation extended by the Consortium of Bankers, East Coast Railway, Paradeep Port Trust, Government Departments both at the Centre and the States, Suppliers, Dealers and above all, Farmers. The Board also wishes to place on record their deep appreciation of the excellent services rendered by the Employees at all levels during the year.

For and on behalf of the Board of Directors,

S. K. PODDAR Chairman DIN:00008654 Date:15^th May 2024

Mar 31, 2023

Your Directors have pleasure in presenting the Forth first Annual Report of Paradeep Phosphates Limited ("Companyâ) together with the Audited Statement of Accounts for the financial year ended 31^st March 2023.

1. FINANCIAL HIGHLIGHTS		(Rs. in Crores)
Particulars	Standalone
	2022-23	2021-22
Total income	13,431.79	7,897.99
Finance Costs	291.24	85.54
Depreciation	175.15	90.46
Profit before tax	425.66	534.38
Tax expense	121.97	136.54
Profit after tax	303.69	397.84
Other Comprehensive Income	0.69	(0.46)
Total Comprehensive Income	304.38	397.38
Earnings Per Share (Basic & Diluted) ''	3.89	6.91

2. CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY

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

3. REVIEW OF OPERATIONS

During the financial year, on a standalone basis, the Company recorded operating revenue of '' 13,340.72 Crores which is 69.76% higher compared to the revenue for the previous financial year.

The profit before tax for the year ended 31^st March 2023 was '' 425.66 Crores as compared to '' 534.38 Crores for the year ended 31^st March 2022. Net Profit was '' 303.69 Crores for the year ended 31^st March 2023 compared to earlier year''s '' 397.84 Crores. Total Comprehensive Income stood at '' 304.38 Crores for the year ended 31^st March 2023 compared to '' 397.38 Crores for the previous year.

During the financial year your company has added significant capacities through organic as well as inorganic route. This includes completion of revamp of four granulation trains at Paradeep site resulting in a daily average production run-rate of 5000 MT December 2022 onwards, thereby meeting the revamp targets and also completion of the acquisition of the Goa plant which has in turn added 1.2 Million MT to our overall capacity

4. Capital ProjectAt Pardeep Plant

â¢ The Company Completed one of its prestigious expansion project - revamp of the four granulation (DAP/NPK) trains (A, B, C & D) at its Paradeep Unit with object to improve production throughput, improve product quality, and reduce emissions. Following successful commissioning, production from each train is ramped-up to the optimal level and, following the revamp, daily production volumes combining all four trains exceed 5000 MTPD on a consistent basis, with a product mix of DAP & NP20. Company recorded the highest daily and monthly production volumes during the month of December 22 as a result of production ramp-up, and is preparing to achieve new highs of 150,000 MT monthly & 1.8 Million MT annual production volumes in the next few months and years.

As a result of the revamp, granulometry (between 2 and 4 mm, an average of 90%) as well as the environmental standards (ammonia emissions of 50 mg/NM3 and fluorine emissions of 5 mg/ NM3) have both been improved. As a result of improved product quality following the revamp, Company''s brand image will be further enhanced on the market. Company''s top and bottom lines will increase significantly in the coming years due to the addition of 25% production volume resulting from an increase in production rate through revamp

â¢ The setting up of a new Phosphoric acid Plan was awarded to M/s Thyssenkrupp Industrial Solution India Private Limited/ Prayon (Belgium) to increase our Phosphoric acid annual production by 120,000 MT. The Expected commissioning by July'' 23. Further the installation of 4th Evaporator of capacity 350 TPD is under pre-commissioning which will increase annual production of strong Phosphoric acid by 116,000 MT.

â¢ To support the above project with LP steam, power and sulphuric acid the Company is in process of setting up of up of 1500 TPD Sulphuric acid plant along with a 23 MW power plant. The Company has obtained the environment Clearances for project and expected completion by 2025.

At Goa Plant

â¢ In order to comply with the revised energy norms set forth in NUP-2015 Policy notified by Department of Fertilizers, Government of India, the Company had conceptualised an Energy Savings Project (ESP) with target Specific Energy Consumption of Urea at 6.1GCal/MT Accordingly, the services of M/s CASALE were engaged to carry out the Process Design Package (PDP) for the ESP schemes and their integration. The PDP package has been developed to bring down the Urea Energy to 6.1 GCal/MT.

The retrofit of the Ammonia Converter and installation of the downstream Synthesis Loop Boiler (Phase I) shall be executed in Nov-Dec 2023 and will bring the Urea Energy to 6.4Gcal. MT The balance interventions (Phase II) as per the PDP shall be executed in May 2025.

In order to further bring down the Urea energy, a new Gas Turbine based Cogeneration plant has been conceptualised to replace the existing Steam Turbine based Cogeneration plant. This will help bring down the Urea Energy to 5.8GCal/MT. This modification shall be executed in May 2025 along with Ammonia plant Phase II modification proposed by Casale in the PDP

â¢ In addition, a new 5000MT Atmospheric Ammonia Storage tank is proposed to be installed in the plant which would in time, replace the existing Horton Spheres in the plant.

â¢ A new 350 MTPD Sulphuric Acid plant is being conceptualised which would enable PPL - Goa Unit to produce high NPS grades (such as 20-200-13) as well as provide Power and thereby reduce the dependency on the Power Grid. We would also be able to cater to Sulphuric Acid requirements in the nearby markets.

â¢ The existing material storage facilities are being augmented to facilitate larger storage for Phosphoric Acid, Potash and filler material. This will help in obtaining larger parcel of imports as well as provide adequate buffer for continuous production.

â¢ As a part of ESG, Solar power shall be generated from the roof-top of the Administration building as well as from a floating Solar power plant over the dam water reservoir located near the factory. The floating power plant will also help reduce the evaporation losses.

â¢ Other infrastructure like renovation of the administration building, a new factory Gate and new Colony for employees is being conceptualised.

5. TRANSFER TO RESERVES

Board of Directors has not proposed to carry any amount to any reserve account during the year.

6. DIVIDEND

Your Board of Directors have recommended dividend of Rupee 0.50 per equity share of face value of '' 10 each, for the Financial Year 2022-23. The dividend distribution policy is available on the website of the company i.e. https://www.paradeepphosphates.com/ investors/corporate-governance#policies

7. SHARE CAPITAL Authorised Capital

The authorised share capital of the Company as on 31^st March 2023 was '' 10,000,000,000 (Rupees one thousand crores) divided into '' 9,000,000,000 (Rupees nine hundred crores) consisting of 900,000,000 (ninety crores) equity shares of face value of '' 10 each, and '' 1,000,000,000 (Rupees hundred crores) consisting of 10,000,000 (one crore) 7% non-cumulative redeemable preference shares of face value of '' 100 eachâ

8. INITIAL PUBLIC OFFER (IPO) OF EQUITY SHARES

The Equity Shares of your Company are listed on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE) with effect from 27^th May 2022, pursuant to Initial Public Offering ("IPOâ) of the Company by way of a Fresh Issue and an Offer for Sale.

9. SAFETY, HEALTH, ENVIRONMENT

The Company continues its environment and safety initiatives and has successfully implemented internationally recognised Environment & Safety Standards and is an ISO 9001:2015, ISO 14001:2015 and ISO 45001:2018, Protect & Sustain certified organisation and NABL accreditation ISO/IEC 17025:2017 from The National Board for Testing & Calibration Laboratories

The Company is commitment to protect environment as a corporate objective by implementing the new initiatives continuously. It includes mechanised auto wheel wash system, IP Surveillance camera covering all Stacks & plant and connected to RT-DAS server of OSPCB as a new initiative in addition to continuous Ambient Air Quality Monitoring Stations, Continuous emission Monitoring System for Sulphuric acid, Phosphoric acid & DAP/NPK Plant''s Stack and Continuous effluent monitoring system connected to RT-DAS server of OSPCB /CPCB..

The Company is conscious of the importance of environmentally clean and safe operations to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible. Generation of green power from waste heat of Sulphuring acid plant leading to Zero fuel consumption, Installation of 255 KW Solar power in township, Zero Effluent Discharge maintained during the non-monsoon at Paradeep plant.

The Company has initiated the projects towards circular economy, this system ensures that waste is utilised in an environment friendly manner. New technologies and initiatives are also explored to manage the waste more effectively. It includes development of Zypmite and setting up manufacturing facility at PPL unit, use of NPG in road construction in consultation with of CPCB & CRRI which is approved by Indian Road Congress (IRC). The Company has tied with IMMT, Bhubaneswar for conversion of Phospho Gypsum in to alkaline material by mixing banana peduncle biomass in powder form to utilise in soil conditioning. The Company has tied with CSIR-National Environmental Engineering Research Institute (CSIR-NEERI), Nagpur to carry out Comprehensive study on Management of Solid Wastes and Wastewater at Goa unit. Trainings are also imparted to the employees on the importance of waste management and encouraged them to adopt practices that reduce waste generation.

The Company puts continuous efforts towards creating a positive impact on our premises & surroundings to maintain the biodiversity. The vast green cover occupying more than 39 % of the total area and numerous water bodies make for a comfortable habitat for terrestrial and aquatic lives. Migratory Birds are arriving every year in the PPL premises, more than thirty thousand with fifty-nine variety of species. Dept. of Forest, Govt. of Odisha is conducting Birds census every year in the PPL premises. Further the Company''s

Fertilizer Plant at Goa continues to be a ''Zero Effluent Discharge Plant'' since 1990 and the man-made green belt around the Complex continues to flourish and attract a variety of birds and animals.

The Company has been putting all efforts for reduction in end-user Plastic waste and setting an example for other companies. The Company is closely working with GEM Enviro Management Private Limited which is a Waste Management Agency (WMA) that specializes in collection and aggregation of all kinds of packaging waste in a professional and organised manner backed by technology on PAN India basis.

The Company is working with GEM not just to fulfil our EPR (Extended Produced Responsibility) compliances under guidelines stipulated under PWM Rule 2016, amended 2018, but be the torchbearer when it comes to managing postconsumer plastic waste. Under our EPR Activity, the plant at Goa, in 2022-23 has diverted approximate 1440 tonnes of Post-Consumer Plastic Waste from landfills to recycling and thus contributing towards a greener and cleaner environment.

Health and Hygiene:

The Company accords high priority to health and hygiene monitoring at work place. Employees'' health assessment and occupational disease monitoring is done through periodical medical check-up. A well-equipped hospital in the campus at Paradeep works round the clock to provide health services to the employees and their families. Necessary training is imparted to employees and workers to enhance their awareness towards healthrelated matters.

The Company has initiated to make DEFIBRILLATION facility available at Health Centre at Goa Plant by procuring Automated External Defibrillator which can be used in the event of severe cardiac conditions like cardiac arrest, of whose incidences have been very high in recent time. This will be followed by extensive awareness/training across the industry.

The Company continues to be certified for "Excellence Certification of Protect & Sustainâ stewardship from International Fertilizer Association. The Company conducted various activities related to Safety, Health & Environment during National Safety Week, National Road Safety Month, World Environment Day, National Fire Service Day and Chemical Disaster Prevention Day.

The Company has initiated implementation of Process Safety Management so as to identify process related risks if any. Safety leadership training programme for

Senior leaders in goa Plant was conducted through British Safety Council to further strengthen and improve the safety culture. Executives from Paradeep plant participated three days'' workshop on "Chemical Disaster Risk Managementâ Disaster Management Institute, Bhopal

"DIGITAL MASS COMMUNITY SAFETY AWARENESS" was conducted by Goa plant to generate safety awareness within general public on simple precautions to be taken in the event of ammonia gas emergency in various panchayat areas on giant LED screen with vehicle, during the Safety week celebration. Simple precautions to be taken in the event of ammonia gas emergency were played on FM channel to educate and create awareness. Two days training programme on Occupational Health & Safety, through the Inspectorate of Factories & Boilers, was conducted for the employees & workers

The Company Received Kalinga Safety Excellence Award-2022 and 13th "Exceed Awardâ 2022 on OSH under Platinum Category in recognition of exemplary efforts in maintaining best safety practices & culture. The Greentech International EHS Award- 2023 was received by the Company for outstanding achievement in Health & Safety

Industrial Relations

The Company undertakes a plethora of HR initiatives starting from talent acquisition, development and retention for longer period. The Company is declared as a Public Utility Service under the provisions of Industrial Dispute Act. The Employee Engagement Initiatives are customised to engage the employees in a positive and constructive way to get maximum satisfaction at the work place. QC/ Kaizen Team have been increased from 8 to 18 nos. as a part of Employee Engagement Initiative. Training calendar is designed to fill the identified Competency gaps of the employees. Skill gap is accessed taking into account of the direct input by employees on the basis of challenges in his function as depicted by him. The change in approach is to listen to the voice of employees with respect to their functional requirement. Succession planning and Leadership coaching are conducted for the high performers. Balance Score Card, the latest and best form of PMS, is adopted to appraise the performance of employees in effective and efficient manner.

The wage settlement of regular Staff category of employees has expired on 31^st December 2021 and wage settlement of Contract labour has expired w.e.f. 31^st March 2021 and consequent to the

Charter of Demand submitted by the representing contract workers unions, the concerned contractor establishment have submitted their counter COD to PPDMU & PPMU. In between, wage settlement for Bagging Contract workers is completed and the negotiation process for other areas are under progress.

PPL Hospital was declared as authorised Private Covid Vaccination Centre by the Govt. of Odisha and the facility for vaccination is still available at our Hospital for future needs.

10. ANNUAL RETURN

Annual Return referred to in Section 92(3) of the Companies Act, 2013 will be available on the website of the Company https://www.paradeepphosphates. com/investors/corporate-governance#annual-returns

11. a) BOARD MEETINGS

During the year, nine Board Meetings were held on 29^th April 2022, 6th May 2022, 13^th May 2022, 20^th May 2022, 24^th May 2022, 28^th May 2022, 2^nd August 2023, 4^th November 2022 and 31^stJanuary 2023. The details of the composition of the Board and attendance of the Directors at the Board Meetings, are provided in the Corporate Governance Report attached as Annexure - A.

b) AUDIT COMMITTEE

During the year under review, six Audit Committee Meetings were held on 28^th May 2022, 26^th July 2022, 2^nd August 2022, 4^th November 2022, 23rd January 2023 and 31^st January 2023 and all the recommendations of the Audit Committee were accepted by the Board. The details of the composition of the Audit Committee and details of committee meetings are given in the Corporate Governance Report attached as Annexure- A.

12. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable

and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

13. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company was having 8 directors as on 31^st March 2023 with seven NonExecutive Directors including four independent directors and a Managing Director.

The shareholders of the Company by way of postal Ballot resolution appointed Mr. Subhrakant Panda as an Independent Director to hold office for a term of three (3) years from 31^st January 2022 up to 30^thJanuary 2025, not be liable to retire by rotation.

Mr. Ujjwal Kumar ceased to be a Director of the Company with effect from 27th May, 2022 on cessation of nomination.

Mr. Marco Philippus Ardeshir Wadia ceased to be a Director of the Company with effect from 19^thSeptember 2022 on completion of his term as Independent Director of the Company.

The members of the Company on the recommendation of Board approved the reappointed Mr. N Suresh Krishnan as a Managing Director and and Key

Managerial Personnel of the Company for a period of 3 (Three) years with effect from 16^th February 2023.

Mr. Bijoy Kumar Biswal has been re-appointed as Chief Financial Officer and Key Managerial Personnel w.e.f. 1^st April 2023

There was no change in Company Secretary of the Company during the year under review.

Mr. Saroj Kumar Poddar is liable to retire by rotation at the ensuing Annual General Meeting of the Company. In the opinion of the Board of Directors, all the Independent Directors possess requisite expertise and experience on the roles, rights and responsibilities of Independent Directors.

A certificate obtained by the Company from a company secretary in practice, confirming that none of the Directors on the Board of Directors of the Company have been debarred or disqualified from being appointed or continuing as director of companies by the Securities and Exchange Board of India /Ministry of Corporate Affairs or any such statutory authority, is enclosed as Annexure "Dâ to this Report.

15. DIRECTORS TRAINING & FAMILIARIZATION

The Company, in compliance with Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, formulates programmes to familiarize new Independent Directors inducted on the Board with the Company. All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

Senior management personnel of the Company presents to the Board Members on a periodical basis, briefing them on the operations of the Company, plans, strategy, risks involved, new initiatives, etc.,

The Statutory Auditors and Internal Auditors of the Company presents to the Board Members on Financial Statements and Internal Controls including presentation on regulatory changes from time to time.

During the year Independent Directors attended the programme which was scheduled on 24^th March 2023. The Management made presentation to the Independent Directors on the industry overview and business operations, the overview of company''s manufacturing facilities at Paradeep, Odisa and Goa.

16. PERFORMANCE EVALUATION

Pursuant to the provisions contained in Companies Act, 2013 and Schedule IV (Section 149(8) of the Companies Act, 2013, the following performance evaluations were carried out;

a. Performance evaluation of the Board, Chairman and non-Independent Directors by the Independent Directors;

b. Performance evaluation of the Board, its committees and Independent Directors by the Board of Directors; and

c. Performance evaluation of every Director by the Nomination and Remuneration Committee.

The evaluation process covered adequacy of the composition of the Board and its Committees, disclosure of information to the Board and Committees, performance of duties and obligations, governance parameters, participation of the members of the Board / Committees and fulfilment of independence criteria and maintaining independence from the management by the Independent Directors.

17. NOMINATION AND REMUNERATION POLICY AND DISCLOSURE ON REMUNERATION

Based on the recommendation of the Nomination and Remuneration Committee, the Board has approved the Nomination and Remuneration Policy. The Nomination and Remuneration Policy provides for constitution & role of Nomination and Remuneration Committee, guidelines on procedure for appointment / removal of Director, Key Managerial Personnel or at Senior Management level, recommendation for remuneration, compensation and commission to be paid to the Managing Director / Whole time Director / Non - Executive Directors and carrying out evaluation of performance of every Director and Key managerial personnel.

The Nomination and Remuneration Policy is placed on the website of the Company https://www. paradeepphosphates.com/investors/corporate-governance#policies.

The disclosure related to the employees under Section 197(12) read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure âH'' to this Report.

The information required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, shall form part of this report. However, in terms of Section 136 of the Companies Act, 2013, this report is being sent to all the members of the Company excluding the aforesaid information. Any Member, who is interested in obtaining these particulars about employees, may write to the Company Secretary at the Corporate Office of your Company.

18. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

"Zuari Yoma Agri Solutions Limitedâ, Myanmar continued as a 50:50 joint venture with Yoma Strategic Holdings Limited. Statement containing salient features of the financial statement of the joint venture under Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 is annexed hereto as Annexure-I.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the provisions of Section 135 of the Act and Companies CSR (Policy) Rules, 2014, your Company has constituted a CSR Committee of the Board. Based on the recommendation of the Committee, the Board has formulated a CSR Policy for the Company indicating the CSR activities, modalities of execution, implementation schedule, and amount of expenditure and monitor the Policy from time to time. A detailed Report on CSR activities undertaken by the Company during the year, containing the information in the prescribed format, is annexed hereto as Annexure- G and forms part of this Report.

20. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has established a vigil mechanism through Whistleblower Policy and the Audit Committee of the Company is responsible to review periodically the efficient and effective functioning of the vigil mechanism, to deal with instances of fraud and mismanagement and suspected violations of the Company''s Code of Business Conduct and Ethics, if any.

The Whistleblower Policy provides for adequate safeguards against victimisation of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of

the Audit Committee on reporting issues concerning the interests of the employees and the Company. The Whistleblower Policy is placed on the website of the Company i.e., https://www. paradeepphosphates. com/investors/corporate-governance#policies.

21. RISK MANAGEMENT

The Company has the requisite processes and procedures in place to identify and assist in minimising exposure to risk that threaten the existence of the Company. The Board has put in place a risk management policy to monitor and review potential risks. The brief detail about this policy may be accessed on the Company''s website at the weblink: https://www.paradeepphosphates.com/investors/ corporate-governance#policies The heads of departments regularly review and assess the departmental policies/procedures and identify risks, perform analysis of the frequency and severity of potential risks, select the best techniques to manage risk, implement appropriate risk management techniques and monitor, evaluate and document results.

22. LOANS, GUARANTEES OR INVESTMENTS

The details of loans given, Corporate guarantees and investments made by Company under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

23. UNCLAIMED DIVIDEND AND SHARES TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 and rules made thereunder there is no unclaimed / unpaid amounts or shares were transferred to the Investor Education and Protection Fund (IEPF).

24. RELATED PARTY TRANSACTIONS

Transactions entered by the Company with its related parties were on an arm''s length basis and/or ordinary course of business. Suitable disclosures as required under Ind AS-24 have been made in Note No. 33 to the Financial Statements. The Company had not entered into any arrangement/ transaction with related parties which is material in nature as per the Companies Act, 2013 and accordingly the disclosure of Related Party Transactions in Form AOC-2 is not applicable.

25. DEPOSITS

The Company has not accepted any deposits in the past or during the year.

26. STATUTORY AUDIT

The Statutory Auditors, M/s. BSR & Co. LLP Chartered Accountants, were re-appointed as Statutory Auditors of thr Company at the 40th AGM held on 12th September 2022 to hold office till the conclusion of 45^th Annual General Meeting of the Company.

27. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company re-appointed M/s. B. C Debata & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the year 2022-23. The Secretarial Audit report is annexed herewith as Annexure - E.

28. COST RECORDS & COST AUDIT

The Company is required to maintain cost records as per Section 148(1) of the Companies Act, 2013, and accordingly such accounts & records are made and maintained. The Company appointed M/s. S. S. Sonthalia & Co., Cost Accountants, as the Cost Auditor for the year 2022-23. The Cost Audit Report for the year ended 31^st March 2022 was filed by the Company with the Ministry of Corporate Affairs on 8^th August 2022.

29. AUDITORS'' REPORT

30. MATERIAL CHANGES & COMMITMENTS

31. SIGNIFICANT & MATERIAL ORDERS

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

32. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has adequate systems of internal control in place, which is commensurate with its size and the nature of its operations. The Company has designed and put in place adequate Standard Operating Procedures and Limits of Authority Manuals for conduct of its business, including adherence to Company''s policies, safeguarding its assets, prevention and detection of fraud and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

These documents are reviewed and updated on an ongoing basis to improve the internal control systems and operational efficiency. The Company uses a state-of-the-art ERP (SAP) system to record data for accounting and managing information with adequate security procedure and controls.

33. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

34. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013. The Consolidated Financial Statements for the Financial Year ended 31^st March 2023 forms part of the Annual Report.

35. EMPLOYEE STOCK OPTION SCHEME

Our Company has formulated an employee stock option scheme, namely, PPL Employees Stock Option Plan 2021, ("ESOP 2021â). ESOP 2021 was approved pursuant to a Board resolution and Shareholders''Resolution, each dated 10^th August 2021, and amended pursuant to a Board resolution dated 29^th April 2022.

In terms of the SEBI (Share Based Employee Benefits) Regulations, 2014, as amended from time to time (''SEBI Regulations''), the Nomination & Remuneration Committee of Board, inter alia, administers and monitors the PPL Employee Stock Option Plan 2021 of your Company. A certificate from the Secretarial Auditor on the implementation of your Company''s

Employees Stock Option Scheme will be placed at the ensuing Annual General Meeting for inspection by the Members. Further disclosures pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014, read with SEBI circular dated 16th June 2015 for the financial year ended 31st March 2023 are available on website of the Company.

36. DISCLOSURE AS PER SECTION 22 OF THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and all the employees are covered under this Policy. Awareness programme on Legislations and remedies related to sexual harassment of women at workplace has been conducted. No sexual harassment complaint was received during the year. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under this Act.

37. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure F attached to this report.

38. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

No application was made or any proceedings filed under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2022-23.

39. CORPORATE GOVERNANCE

The Company is committed to good corporate governance practices. The Board endeavors to adhere to the standards set out by the Securities and Exchange Board of India (SEBI) on corporate governance practices and accordingly has implemented all the mandatory stipulations.

A detailed Corporate Governance Report in line with the requirements of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 regarding the corporate governance practices followed by the Company which given as Annexure - A and the certificate from Practicing Company Secretary relating to compliance of mandatory requirements is given as Annexure - B. Declaration by the Managing Director is enclosed as Annexure "C". A statement regarding opinion of the Board, with regard to integrity, expertise and experience (including proficiency) of the Independent Directors appointed during the year is given in Corporate Governance Report annexed as Annexure A. Management Discussion and Analysis report for the FY 2022-23, forms part of the Annual Report.

40. BUSINESS RESPONSIBILITY REPORT

In pursuance of the provisions of the Listing regulations, the Business Responsibility and Sustainability Report for the Financial Year 2022-23, forms part of the Annual Report.

41. GENERAL

No disclosure or reporting is made with respect to the following items, as there were no transactions during 2022-23:

â¢ The issue of equity shares with differential rights as to dividend, voting or otherwise

â¢ Issue of shares (including sweat equity shares) to employees of the Company under any scheme except Employees'' Stock Options Schemes referred to in this Report;

â¢ Managing Director and Chief Executive Officer has not received any remuneration or commission from any of its subsidiaries;

â¢ There was no revision in the financial statements;

â¢ The Company has not made any downstream investments during 2022-23 and hence certificate under FEMA is not required; a

â¢ There was no material subsidiary during the 2022-23

â¢ There were no one time settlement against any of the loan availed by the Company from the Banks or Financial Institutions during the Financial Year 2022-2023

42. ACKNOWLEDGEMENT

Your Board of Directors take this opportunity to acknowledge the continued support and co-operation extended by the Shareholders. The Board wishes to place on record their appreciation of the continued support and cooperation extended by the Consortium of Bankers, East Coast Railway, Paradeep Port Trust, Government Departments both at the Centre and the States, Suppliers, Dealers and above all, Farmers. The Board also wishes to place on record their deep appreciation of the excellent services rendered by the Employees at all levels during the year.

For and on behalf of the Board of Directors,Saroj Kumar Poddar

Chairman

Date: 17^th May 2023 DIN: 00008654

Mar 31, 2022

Your Directors have pleasure in presenting the Fortieth Annual Report of Paradeep Phosphates Limited ("Company") together with the Audited Statement of Accounts for the financial year ended March 31,2022.

1. FINANCIAL HIGHLIGHTS

('' in lakhs )
Particulars	Standalone 2021-22 2020-21
Total income	789,798.91	518,393.95
EBITDA	71,037.97	56,145.14
Finance Costs	(8,554.14)	(11,142.53)
Depreciation	(9,045.72)	(8,332.81)
Profit before tax	53,438.1 1	36,669.80
Tax expense	(13,653.91)	(14,323.48)
Profit after tax	39,784.20	22,346.32
Other Comprehensive Income/(Loss)	(46.34)	85.05
Total Comprehensive Income	39,737.86	22,431.37
Earnings Per Share (Basic & Diluted) ''	6.91	3.88

2. CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY

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

3. REVIEW OF OPERATIONS

During the financial year, on a standalone basis, the Company recorded operating revenue of '' 785,871.92 Lakhs which is 52.2% higher compared to the revenue for the previous financial year.

The profit before tax for the year ended March 31,2022 was '' 53,438.1 1 lakhs as compared to '' 36,669.80 Lakhs for the year ended March 31, 2021. Net profit increased 78% to '' 39,784.20 Lakhs from earlier year''s '' 22,346.32 Lakhs. Total Comprehensive Income stood at '' 39,737.86 Lakhs for the year ended March 31, 2022 compared to '' 22,431.37 Lakhs for the previous year.

Pursuant to Board approval dated February 1 1,2021, the Company entered into Business Transfer Agreement (BTA) dated March 1, 2021 with Zuari Agro Chemicals Limited (ZACL) for acquisition of fertilizer plant at Goa along with associated business of ZACL on slump sale basis for an agreed enterprise value of USD 280 million. The shareholders'' approval was obtained on June 01, 2021. The Competition Commission of India (CCI) approved acquisition of the Goa plant of the ZACL by Company on June 25, 2021. The Initial Public Offer (IPO) by Company was successfully completed on May 19, 2022 and the shares of the Company got listed on May 27, 2022. In terms of the objects of the IPO, Company is expected to pay the balance of the purchase consideration on or before May 31, 2022 computed in accordance with the BTA (Closing Consideration). Company and ZACL have agreed that the Completion Date for BTA consummation shall be June 1, 2022.

4. Capital Project

â¢ Engineering work for 4th Evaporator of capacity 350 TPD, the mechanical completion of project is expected to be complete by September 2022.

â¢ The contract was awarded to M/s Thyssenkrupp Industrial Solution India Pvt Limited/ Prayon (Belgium) for setting up of 400 TPD Phosphoric acid plant by using Prayon Technology. The basic engineering of the project is completed and the civil works is in process.

â¢ Three trains of the DAP Plants were revamped based on engineering by M/s Jacobs, Lakeland (USA) & Detailed engineering and procurement assistance contract by M/s Jacobs, Mumbai. The fourth & last train is under revamp & is expected to start in October 2022.

â¢ The Company has obtained the environment Clearances for setting up of 1500 TPD Sulphuric acid plant along with a 23 MW power plant.

5. TRANSFER TO RESERVES

Board of Directors has not proposed to carry any amount to any reserve account during the year

6. DIVIDEND

Keeping in view the future expansion plans, your Board of Directors do not recommend any dividend for Financial Year 2021-2022. The Dividend Distribution Policy of the Company is available on the Company''s website: https:// www.paradeepphosphates.com/company-policies.php

7. SHARE CAPITAL Authorised Capital

During FY 2021-22, Company reclassified the authorized share capital of the Company by converting a portion of preference share capital into equity share capital. Further the the face value of (i) the equity shares of the Company subdivided from the existing '' 1000 per equity share to '' 10 per equity share, and (ii) the preference shares of the Company subdivided from the existing '' 1000 per preference share to '' 100 per preference share pursuant to the approval granted by the members of the Company in its Extra Ordinary General Meeting ("EGM") held on June 01, 2021.

The authorized share capital of the Company as on 31st March 2022 was '' 1000,00,00,000 (Rupees one thousand crore) divided into '' 900,00,00,000 (Rupees nine hundred crore) consisting of 90,00,00,000 (ninety crore) equity shares of face value of ''10 each, and

'' 100,00,00,000 (Rupees hundred crore) consisting of 1,00,00,000 (one crore) 7% non-cumulative redeemable preference shares of face value of '' 100 each"

8. INITIAL PUBLIC OFFER (IPO) OF EQUITY SHARES

The Equity Shares of your Company are listed on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE) with effect from 27th May 2022, pursuant to Initial Public Offering ("IPO") of the Company by way of a Fresh Issue and an Offer for Sale.

Your Directors are pleased to inform that, your Company completed the IPO of its equity shares of 357,555,1 12 equity shares of face value of '' 10 each ("equity shares") for cash at a price of '' 42 per equity share (including a share premium of '' 32 per equity share) (the "offer price") aggregating up to '' 15,017.31 million ("offer"). The offer comprises a fresh issue of 239,047,619 equity shares aggregating up to '' 10,040.00 million and an offer for sale of 1 18,507,493 equity shares aggregating up to '' 4,977.31 million ("offer for sale").

The Main Objects of the IPO are Part-financing the acquisition of the Goa Facility, Repayment/prepayment of certain of our borrowings; and General corporate purposes.

Pursuant to listing of equity shares on the stock exchanges, your Company enjoys the benefit of enhanced brand equity and creation of public market for the equity shares of the Company. Post the issue, 56.10% of the Equity Share Capital of your Company is held by the Promoter and Promoter Group.

9. SAFETY, HEALTH, ENVIRONMENT

The Integrated Management System ISO-45001 (QMS, EMS & SMS) are in place including 5S & Enms-50001. The following actions undertaken during the year to improve safety, health and environment in the Plant:

Safety Management:

â¢ Product Stewards Excellence Certificate received which is valid up to Dec-2022 by International Fertilizer Association (IFA) for ensuring quality of its products, maintaining occupational health and safety at workplace and protecting the environment.

â¢ 20th Annual Greentech Effective Safety Culture Award- 2020 received for exemplary initiative & practices in the field of developing effective safety culture.

â¢ Received Kalinga Safety Excellence Award under Platinum Category in chemical & fertilizer sector

for the performance year 2020 in recognition of exemplary efforts in maintaining best safety practices.

â¢ We received Fire Safety Certificate from Govt. of Odisha Fire Service, the certificate is valid for two years i.e. up to 04th Jan, 2024

â¢ We received Premium membership Certificate from British Safety Council- UK and valid up to 15th March, 2025.

â¢ Roof fall protection of all the fragile & tapered concrete roofs & all EOT crane walkway protection completed.

â¢ We have adopted 07 numbers of nearby ammonia handling plants as "Safety Buddies" as advised by Factory Directorate, Odisha.

â¢ Mr. N K Rout, Jt GM (F&S) awarded certificate of appreciation as best performing safety officer of India, organized by National Safety Council of India, Mumbai.

â¢ For this year focusing on Road Safety Management including infrastructure & heavy vehicle movement.

Environment Management:

â¢ Granted & received Consent to Establish from OSPCB for installation of 400 TPD Phosphoric Acid Plant.

â¢ Applicability of EC letter received from MoEF&CC for 400 TPD Phosphoric Acid Plant.

â¢ Granted & received Consent to Establish from OSPCB for PPL projects (Expansion of existing DAP Plants, CHP, Ammonia, Urea, Nitric acid, Ammonium Nitrate, GSSP & Aluminum fluoride Plants)

â¢ Applicability of EC letter received from MoEF&CC for new 1500 TPD Sulphuric Acid Plant & enhancement of production from 1400 to 2000 TPD of Phosphoric Acid Plant.

â¢ Granted & received Consent to Operate from OSPCB for three years (2022-25) for PPL plant.

â¢ Granted & received Authorization for Hazardous waste from OSPCB under the Hazardous and waste (Management and Trans Boundary Movement) Rules, 2016).

â¢ NABL has issued Certificate of Accreditation in accordance with the latest standard ISO/IEC 17025:2017 in favour of PPL which is valid from

2nd Sept 2021 to 1st Sept 2023.

â¢ Our Company has received "FAI Special Award" for coming first for the third consecutive year for Environment Protection for the year 2020-21.

â¢ Our Company has received "Greentech Environment Award" as WINNER for outstanding Achievements in Environment protection.

â¢ Our Company has received "Kalinga Environment Excellence Award" as "Five Star" category from Institute of Quality and Environment Management Service (IQEMS), Odisha for the year 2021.

Health and Hygiene:

It is observed that when departmental employees and contractor''s employees go under the same diagnostic procedure, the findings of diagnostic ture out bear the mark of difference between the two class of employees (Departmental & contractors employees). It is a general phenomenon that the contractor employees are eventually more near prone to malnutrition, hypertension and diabetic mellitus due to unhygienic sustenance of living for which they are more persistently liable for adverse diagnostic abnormalities. But this is not observed in case of diagnostic findings of departmental employees. Hence, regular industrial hygienic application and observation along with occupational health survey shall definitely ensure prevention of health issue for all categories of employees.

Company has conducted annual health check-up of all departmental employees and contractor employees during the year 2022.

Company has conducted one Blood Donation camp in association with Odisha Block Bank of Kendrapara district and 52 units of blood collected.

Covid-19

As per the Govt guidelines, during the second wave of Covid-19 again the Covid care Centre is operational along with a dedicated medical staff dedicatedly engaged for this purpose.

We have vaccinated 100 % of our employees, contract employees and eligible dependents, there was no impact of recent waves of Omicron wave. However, we had made Covid care centre ready with all required medicines for any eventuality as well as regular sanitisation of offices.

Now we are vaccinating our eligible employees with the booster dose. We are continuing with vaccination of children of age 12 & above as per the government guidelines.

Our company has successfully managed the Covid spread in our premises with the support of both Contract workers and Employees unions without hampering the business during 2021-22.

Industrial Relations

The Company undertakes a plethora of HR initiatives starting from talent acquisition, development and retention for longer period. The Company is declared as a Public Utility Service under the provisions of Industrial Dispute Act. The Employee Engagement Initiatives are customized to engage the employees in a positive and constructive way to get maximum satisfaction at the work place. QC/ Kaizen Team have been increased from 8 to 18 nos. as a part of Employee Engagement Initiative. Training calendar is designed to fill the identified Competency gaps of the employees. Skill gap is accessed taking into account of the direct input by employees on the basis of challenges in his function as depicted by him. The change in approach is to listen to the voice of employees with respect to their functional requirement. Succession planning and Leadership coaching are conducted for the high performers. Balance Score Card, the latest and best form of PMS, is adopted to appraise the performance of employees in effective and efficient manner.

In the last Financial Year, during the Pandemic Covid''19, the Plant was fully operational without any man days lost and the IR situation was normal with Industrial Peace & Harmony maintained at Plant Site.

The wage settlement of regular Staff category of employees has expired on 31.12.2021 and wage settlement of Contract labour has expired w.e.f. 31.03.2021 and consequent to the Charter of Demand submitted by the representing contract workers unions, the concerned contractor establishment have submitted their counter COD to PPDMU & PPMU. The negotiation process is under progress.

PPL Hospital is declared as authorized Private Covid Vaccination Centre by the Govt. of Odisha and till date,

we have vaccinated to the Employees as well as their family members, Contract workers and the people of nearby locality around 8738 members of the age group 18 yrs. & above.

10. ANNUAL RETURN

Annual Return referred to in Section 92(3) of the Companies Act, 2013 will be available on the website of the Company i.e. https://www.paradeepphosphates. com/annual-return.php.

11. a) BOARD MEETINGS

During the year, five Board Meetings were held on May 24, 2021, August 10, 2021, August 13, 2021, November 10, 2021 and January 31, 2022. The details of the composition of the Board and attendance of the Directors at the Board Meetings, are provided in the Corporate Governance Report attached as Annexure -A.

b) AUDIT COMMITTEE

During the year under review, five Audit Committee Meetings were held on May 7, 2021, May 17, 2021, August 13, 2021, November 10, 2021 and January 31, 2022 and all the recommendations of the Audit Committee were accepted by the Board. The details of the composition of the Audit Committee and details of committee meetings are given in the Corporate Governance Report attached as Annexure- A.

12. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

13. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company was having ten Directors as on March 31,2022 with nine Non-Executive Directors including five Independent Directors and a Managing Director.

The shareholders of the Company at the Annual General Meeting held on September 17, 2021 appointed Mr. Satyananda Mishra and Mr. Dipankar Chatterji as an Independent Directors of the company to hold office for a term of 3 (three ) consecutive years w.e.f 4th November 2020 and 3rd August, 2021 respectively.

During the year Ms. Ghislane Guedira, Mr. Prabhas Kumar and Mr. Vinay Kumar Pandey nominee Directors ceased to be Director on the Board with effect from 24th May 2021, 27th July 2021 and 29th July 2021 respectively on account of withdrawal of nomination by respective Shareholders.

Mr. Ujjwal Kumar and Mr. Karim Lotfi Senhadji have been appointed as Nominee Director w.e.f. 10th November, 2021 and 31st January, 2022 respectively. Mr. Subhrakant Panda has been appointed as additional / Independent Director for a period of 3 years w.e.f. 31st January, 2022 subject to the approval of the Shareholders of the Company. Under the provisions of Section 152(6) of the Act, Mr. N Suresh Krishnan is liable to retire by rotation at the ensuing Annual General Meeting and is eligible for reappointment.

During the year Mr. Sailesh Pati, ceased to be a Chief Financial Officer and Key Managerial Personnel w.e.f. 9th August 2021. Mr. Bijoy Kumar Biswal has been

appointed as Chief Financial Officer and Key Managerial Personnel w.e.f. 1st February 2022.

There was no change in Company Secretary of the Company during the year under review.

In the opinion of the Board of Directors, all the Independent Directors possess requisite expertise and experience on the roles, rights and responsibilities of Independent Directors.

A certificate obtained by the Company from a company secretary in practice, confirming that none of the Directors on the Board of Directors of the Company have been debarred or disqualified from being appointed or continuing as Director of companies by the Securities and Exchange Board of India /Ministry of Corporate Affairs or any such statutory authority, is enclosed as Annexure "D" to this Report.

15. DIRECTORS TRAINING & FAMILIARIZATION

All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

Senior management personnel of the Company presents to the Board Members on a periodical basis, briefing them on the operations of the Company, plans, strategy, risks involved, new initiatives, etc.,

The Statutory Auditors and Internal Auditors of the Company presents to the Board of Directors on Financial Statements and Internal Controls including presentation on regulatory changes from time to time.

16. PERFORMANCE EVALUATION

Pursuant to the provisions contained in Companies Act, 2013 and Schedule IV (Section 149(8) of the Companies Act, 2013, the following performance evaluations were carried out;

a. Performance evaluation of the Board, Chairman and non-Independent Directors by the Independent Directors;

b. Performance evaluation of the Board, its committees and Independent Directors by the Board of Directors; and

c. Performance evaluation of every Director by the Nomination and Remuneration Committee.

The evaluation process covered adequacy of the composition of the Board and its Committees, disclosure of information to the Board and Committees, performance of duties and obligations, governance parameters, participation of the members of the Board / Committees and fulfilment of independence criteria and maintaining independence from the management by the Independent Directors.

17. NOMINATION AND REMUNERATION POLICY AND DISCLOSURE ON REMUNERATION

Based on the recommendation of the Nomination and Remuneration Committee, the Board has approved the Nomination and Remuneration Policy. The Nomination and Remuneration Policy provides for constitution & role of Nomination and Remuneration Committee, guidelines on procedure for appointment / removal of Director, Key Managerial Personnel or at Senior Management level, recommendation for remuneration, compensation and commission to be paid to the Managing Director / Whole time Director/Non-Executive Directors and carrying out evaluation of performance of every Director and Key managerial personnel.

The Nomination and Remuneration Policy is placed on the website of the Company i.e. https://www. paradeepphosphates.com/company-policies.php.

The disclosure related to the employees under Section 197(12) read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure ''H'' to this Report.

18. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

"Zuari Yoma Agri Solutions Limited", Myanmar continued as a 50:50 joint venture with Yoma Strategic Holdings Ltd. Statement containing salient features of

the financial statement of the joint venture under Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 is annexed hereto as Annexure- I.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the provisions of Section 135 of the Act and Companies CSR (Policy) Rules, 2014, your Company has constituted a CSR Committee of the Board. Based on the recommendation of the Committee, the Board has formulated a CSR Policy for the Company indicating the CSR activities, modalities of execution, implementation schedule, and amount of expenditure and monitor the Policy from time to time. A detailed Report on CSR activities undertaken by the Company during the year, containing the information in the prescribed format, is annexed hereto as Annexure- G and forms part of this Report. The Company has spent a sum of '' 565.77 lakhs, minimum amount required to be spent under Section 135(5) of the Companies Act, 2013.

20. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has established a vigil mechanism through Whistle Blower Policy and the Audit Committee of the Company is responsible to review periodically the efficient and effective functioning of the vigil mechanism, to deal with instances of fraud and mismanagement and suspected violations of the Company''s Code of Business Conduct and Ethics, if any.

The Whistle Blower Policy provides for adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of the employees and the Company. The Whistle Blower Policy is placed on the website of the Company i.e., https://www.paradeepphosphates.com/company-policies.php

21. RISK MANAGEMENT

The Company has the requisite processes and procedures in place to identify and assist in minimizing exposure to risk that threaten the existence of the Company. The Board has put in place a risk management policy to monitor and review potential risks. The brief detail about this policy may be accessed on the Company''s website at the weblink:- https://www.paradeepphosphates.com/ company-policies.php

implement appropriate risk management techniques and monitor, evaluate and document results.

22. LOANS, GUARANTEES OR INVESTMENTS

The details of loans given, Corporate guarantees and investments made by Company under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

23. UNCLAIMED DIVIDEND AND SHARES TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 and rules made thereunder there is no unclaimed / unpaid amounts or shares were transferred to the Investor Education and Protection Fund (IEPF).

24. RELATED PARTY TRANSACTIONS

Transactions entered by the Company with its related parties were on an arm''s length basis and/or ordinary course of business. Transactions entered by the Company with its related parties were on an arm''s length basis and/or ordinary course of business. Suitable disclosures as required under Ind AS-24 have been made in Note No. 33 to the Financial Statements. The details of related party transactions as per Form AOC-2 is enclosed as Annexure- ''J''

25. DEPOSITS

The Company has not accepted any deposits in the past or during the year.

26. STATUTORY AUDIT

The Statutory Auditors, M/s. BSR & Co. LLP, Chartered Accountants, were appointed to hold office from the conclusion of 35th Annual General Meeting till the conclusion of 40th Annual General Meeting of the Company.

Accordingly, B S R & Co. LLP, Chartered Accountants, Statutory Auditors of the Company will continue till the conclusion of Annual General Meeting to be held in 2022.

27. SECRETARIAL AUDIT

the Secretarial Audit of the Company for the year 2021

22. The Secretarial Audit report is annexed herewith as Annexure - E.

28. COST RECORDS & COST AUDIT

The Company is required to maintain cost records as per Section 148(1) of the Companies Act, 2013, and accordingly such accounts & records are made and maintained. The Company appointed M/s. S. S. Sonthalia & Co., Cost Accountants, as the Cost Auditor for the year 2021-22. The Cost Audit Report for the year ended March 31, 2021 was filed by the Company with the Ministry of Corporate Affairs on August 23, 2021.

29. AUDITORS'' REPORT

30. MATERIAL CHANGES & COMMITMENTS

31. SIGNIFICANT & MATERIAL ORDERS

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

32. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has adequate systems of internal control in place, which is commensurate with its size and the nature of its operations. The Company has designed and put in place adequate Standard Operating Procedures and Limits of Authority Manuals for conduct of its business, including adherence to Company''s policies, safeguarding its assets, prevention and detection of fraud and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

These documents are reviewed and updated on an ongoing basis to improve the internal control systems and operational efficiency. The Company uses a state-of-the-art ERP (SAP) system to record data for accounting and managing information with adequate security procedure and controls.

33. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

34. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013. The Consolidated Financial Statements for the Financial Year ended 31 March 2022 forms part of the Annual Report.

35. EMPLOYEE STOCK OPTION SCHEME

Our Company has formulated an employee stock option scheme, namely, PPL Employees Stock Option Plan 2021, ("ESOP 2021 "). ESOP 2021 was approved pursuant to a Board resolution and Shareholders'' Resolution, each dated August 10, 2021, and amended pursuant to a Board resolution dated April 29, 2022.

As per the ESOP plan 2021, the aggregate number of Options which may be issued by the Company under ESOP Plan is 36,00,000 options and each option shall entitle the option holder One Equity Share in the Company.

During the Financial year 2021-2022 the Company has not granted any option under ESOP 2021. As on the date of this report, 2,400,058 options have been granted under ESOP 2021. The Certificate required as per SEBI ESOP Regulations have been obtained by the Company. The said certificates will be made available for inspection by the members electronically during business hours.

36. DISCLOSURE AS PER SECTION 22 OF THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and all the employees are covered under this Policy. Awareness program on Legislations and remedies related to sexual harassment of women at workplace has been conducted. No sexual harassment complaint was received / pending with the Company during the financial year. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under this Act.

37. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure F attached to this report.

38. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

No application was made or any proceedings filed under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2021-22.

39. CORPORATE GOVERNANCE

The Company is committed to good corporate governance practices. The Board endeavors to adhere to the standards set out by the Securities and Exchange Board of India (SEBI) on corporate governance practices and accordingly has implemented all the mandatory stipulations.

A detailed Corporate Governance Report in line with the requirements of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 regarding the corporate governance practices followed by the Company which is given as Annexure-A and the certificate from Practicing Company Secretary relating to compliance of mandatory requirements is given as Annexure-B. A statement regarding opinion of the Board, with regard to integrity, expertise and experience (including proficiency) of the Independent Directors appointed during the year is given in Corporate Governance Report annexed as Annexure A. Management Discussion and Analysis report is separately annexed.

40. BUSINESS RESPONSIBILITY REPORT

The ''Business Responsibility Report'' (BRR) is not applicable to your Company for the year ended 31 March 2022.

41. GENERAL

No disclosure or reporting is made with respect to the following items, as there were no transactions during FY 2021-22:

â¢ The issue of equity shares with differential rights as to dividend, voting or otherwise;

â¢ Issue of shares (including sweat equity shares) to employees of the Company under any scheme except Employees'' Stock Options Schemes referred to in this Report;

â¢ Managing Director and Chief Executive Officer has not received any remuneration or commission from any of its subsidiaries;

â¢ There was no revision in the financial statements;

â¢ The Company has not made any downstream investments during FY 2021-22 and hence certificate under FEMA is not required; a

â¢ There was no material subsidiary during the FY 2021-22

â¢ There were no one time settlement against any of the loan availed by the Company from the Banks or Financial Institutions during the Financial Year 7071-7?

42. ACKNOWLEDGEMENT

Your Board of Directors take this opportunity to acknowledge the continued support and co-operation extended by the Shareholders. The Board wishes to place on record their appreciation of the continued support and cooperation extended by the Consortium of Bankers, East Coast Railway, Paradeep Port Trust, Government Departments both at the Centre and the States, Suppliers, Dealers and above all, Farmers. The Board also wishes to place on record their deep appreciation of the excellent services rendered by the Employees at all levels during the year.

For and on behalf of the Board of Directors,

S. K. PODDAR

Chairman

DIN: 00008654

Date: May 28, 2022

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