Coromandel Agro Products and Oils Ltd Directors Report

STATE OF AFFAIRS OF THE COMPANY AND FUTURE OUTLOOK :

Your Directors are happy to inform that overall performance of the company is the best in spite of lower processing of Cotton Seed (main raw material) quantity. Because of heavy rains in cotton growing areas and delayed cotton marketing, the company started production from 8^th November, 2024 only. Due to lower Cotton crop, Seed availability has become very poor, the Company has to shut down the factory in 1^st week of March 2025 itself and the company processed cottonseed 45,757 MT (60,516 MT in the previous year) only. Despite facing a dynamic and challenging market environment, we have navigated these conditions with resilience and strategic foresight.

Cottonseed Procurement: The average procurement price of cottonseed increased from Rs.27,530 per ton to Rs.30,425 per ton during the year. This rise was primarily due to lower cotton crop through out the country, which, while beneficial for farmers, resulted in increased raw material costs for our operations.

Edible Oil Segment: We experienced a positive uptick in the prices of edible oils, which contributed to improved revenue streams. This increase was driven by a combination of domestic demand and Government action of increasing the import duty which was necessary to augment oil seeds supply in India.

ByProducts:

Hulls and Linters: Prices for hulls and linters saw an upward trend, aligning with the overall market dynamics. o Deoiled Cakes: In contrast, the price of deoiled cakes remained subdued. This was largely due to the availability of lowcost Distillers Dried Grains with Solubles (DDGS) in the Indian market, which served as a competitive alternative in the animal feed sector.

Even though high prices of Cotton Seed, a discriminatory approach was adopted by the company in procurement calibrating sale prices and production costs. We have focused on optimizing operational efficiencies and enhancing product quality, which have been instrumental in sustaining our financial health. The company achieved a turnover of Rs. 15,905.00 lakhs as against Rs. 18,324.00 lakhs in the previous year. The Profit before taxes was Rs. 481.49 lakhs as against Rs. 176.44 lakhs and due to adjustment of differed tax, net profit for the period under review was Rs. 376.48 lakhs against Rs. 130.11 lakhs during the last year.

The power project in Gujarat did not do well due to changed wind patterns and generated low income of Rs. 34.78 lakhs compared to Rs. 36.32 lakhs during the previous year.

Future outlook: The company is planning to open more procurement centers in Telangana, where production of cotton crop is likely to be more. It is also planning to expand existing factory infrastructure to cope up with the additional requirement of storage of Cotton Seed and other processed products and optimize the utilization of existing capacities of the plant. The Company is also planning to source raw materials from other states, subject to viability to continue processing during the offseason.

The Government of India continues to permit import of oils due to heavy local demand and its efforts of improving local oil seed production is not adequate to supplement the imported oils. However your Directors are hopeful of better policies and encouragement to the local oil producers for reducing the burden on exchequer.

Weather predictions are showing positive signs of normal cotton crop in the ensuing season and also Telangana State Government suggested the farmers for choosing cotton crop instead of other crops and these indications give hope for more production of cotton seed and competitive prices which may help better utilization of production capacities of the company.

Your Directors wish to inform that the Company has exported 1400.260 M.T. of Cotton Linters worth Rs. 468.86 lakhs during the year under review as against 2962.540 M.T. of Cotton Linters Rs. 786.79 lakhs in the previous year.

During the year the shareholders has approved final Dividend 1.00 per share (i.e. 10%) on the Equity Shares of the Company of Rs.10/ each for the year ended March 31, 2024 which have the total outflow of cash towards dividend paid on Equity Shares for the year would be Rs.7,90,000/.

The Board has recommended a Dividend for the financial year 202425. The Directors are pleased to recommend a dividend of Rs.2.00 per share (i.e. 20%) on the Equity Shares of the Company of Rs.10/ each for the year ended March 31, 2025. If the dividend, as recommended above, is declared by the Members at the ensuing Annual

During the current financial year, there is no change occurred in the capital Structure of the company.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report, as required under regulation 34 of the SEBI (LODR) Regulations 2015, forms part of the Annual Report as ANNEXURE NO : V at Page No.40

i. Mr. Venkata Subramanya Ravi Vadlamani (DIN: 00495102) has appointed as an Additional Director under NonexecutiveNon Independent Category with effect from 01 042024 ii. Sri. Meadem Sekhar reappointed as Whole Time Director, C.E.O and Key Managerial Personnel, for a further period of 5 years with effect from 1st April 2024 iii. Mr. Maddi Venkateswara Rao (DIN 00013393), reappointed under retire by rotation under Article 122 of the Articles of Association of the Company in the 48th AGM of the company. iv. Mrs. Maddi Ramesh (DIN 00013394), resigned from the board due to his personal preoccupations with effect from 18092024 v. Mrs.Vangala Bhargavi has been appointed as Additional Director under woman &Non executive and Independent Category with effect from 15102024, and the said appointment shall be subject to the approval of the shareholders in the ensuing Annual General meeting of the Company by way of Special Resolution. vi. Mrs .Maddula Durga Sushma has been appointed as Additional Director under Non executive and

Independent Category with effect from 15102024, and the said appointment shall be subject to the approval of the shareholders in the ensuing Annual General meeting of the Company by way of Special Resolution. vii. Mr. CA. K. Satyanarayana, Chief Financial Officer, completed his tenure of five years on 19032025. viii. Sri Shyama Prasad Lakkaraju (Din: 07151102) has retired as an Independent director with effect from

19032025 since the second term of his tenure as an Independent Director was completed on 19032025. ix. Smt Rallabhandi Lakshmi Sarada (Din: 07140433) has retired as woman and Independent director with effect from 19032025 since the second term of her tenure as woman & independent Director was completed on 19032025.

i. CA. K. Satyanarayana, Chief Financial Officer, has been reappointed 28042025.

ii. Smt. Dr. S. Anitha Devi has been appointed as Additional Director under Non executive and Independent Category with effect from 07072025, and the said appointment shall be subject to the approval of the shareholders in the ensuing Annual General meeting of the Company by way of Special Resolution.

1. Mr. Maddi Venkateswara Rao (DIN 00013393), retire by rotation and being eligible, offer himself for reappointment as Director. The Board recommends his reappointment.

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees. The NRC has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members. The criteria for performance evaluation of the Board included aspects such as Board composition and structure, effectiveness of Board processes, contribution in the long term strategic planning, etc. The criteria for performance evaluation of the Committees included aspects such as structure and composition of Committees, effectiveness of Committee meetings etc. The above criteria for evaluation was based on the Guidance Note issued by SEBI.

In a separate meeting, the Independent Directors evaluated the performance of NonIndependent Directors and performance of the Board as a whole. They also evaluated the performance of the Chairman taking into account the views of Executive Directors and NonExecutive Directors. The NRC reviewed the performance of the Board, its Committees and of the Directors. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors and NRC, at which the feedback received from the Directors on the performance of the Board and its Committees, was also discussed. Significant highlights, learning and action points with respect to the evaluation were discussed by the Board.

In terms with Section 149 (7) of the Companies Act, 2013, all the Independent Directors of the Company have declared that they meet the criteria of Independence in terms of Section 149(6) of the Companies Act, 2013 Regulation 16(1)(b) of the SEBI(LODR) Regulations, 2015. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the Rules made thereunder and are independent of the management.

During the year under review, the Independent Directors meeting was held on 29012025 and all Independent Directors were attended to the said meeting . The Independent Directors at their meeting, inter alia, reviewed the Performance of NonIndependent Directors and Board as a whole performance of the Chairperson of the Company, taking into account the views of Executive Director and NonExecutive Directors. Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

During the Financial Year 202425, Five (5) Meetings of the Board of Directors of the Company were held as prescribed under the Act.

During the Financial Year 202425, 48^th Annual General Meeting of the Company was held on 12.08.2024. Except the 48^th Annual General Meeting, no other meeting of the members was held in financial year 202425.

In conformity with the provisions under Section 134 (3) (c) which is introduced by the Companies Act, 2013 your directors confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected sound accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date;

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

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

(a) BRIEF DESCRIPTION OF TERMS OF REFERENCE :

Any changes in accounting policies and practices

Major accounting entries based on exercise of judgment by management

Significant adjustments arising out of audit

The going concern assumption

Compliance with stock exchange and legal requirements concerning financial statements

Regulations 2015 and the rules made there under, as amended from time to time.

As on 31^st March, 2025, The Audit Committee comprises of Two Independent Directors and one NonExecutive Director. The committee comprises as follows:

During the year, the Audit Committee was constituted under Section 177 of the Companies Act, 2013 and its meetings were held four times during the year ended March 31, 2025.

Mr. Lakkaraju Shyama Prasad and Mrs. Rallabhandi Lakshmi Sarada ceased to be Committee Members with effect from 19th March 2025, consequent upon their retirement as Independent Directors of the Company upon completion of their respective tenures.

Mr. Vadlamani Venkata Subramanya Ravi ceased to be a Committee Member with effect from 28th May 2025, consequent upon his resignation as a NonExecutive Director of the Company.

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2025, the Board consists of six members, three of whom are independent directors. The Board periodically evaluates the need for change in its composition and size.

The Company had constituted the Nomination and Remuneration Committee under Section 178 of the Companies Act, 2013. The scope of the Committee also includes matters which are set out in SEBI (LODR) Regulations, 2015 and the rules made there under, as amended from time to time. The broad terms of reference are to determine and recommend to Board, appraisal of the performance of the Managing Directors/Wholetime Directors and to determine and advise the Board for the payment of annual commission/compensation to the NonExecutive Director and to recommend to the Board appointment/reappointment and removal of Directors. To frame criteria for determining qualifications, positive attributes and Independence of Directors and to create an evaluation framework for Independent Directors and the Board.

The Nomination and Remuneration Committee comprises of total Two Independent Directors and one NonExecutive Director and it meets two times in the year.

The committee comprises as follows:

Mr. Lakkaraju Shyama Prasad and Mrs. Rallabhandi Lakshmi Sarada ceased to be Committee Members with effect from 19th March 2025, consequent upon their retirement as Independent Directors of the Company upon completion of their respective tenures.

Mr. Vadlamani Venkata Subramanya Ravi and Mr. RakeshBhanu Amara ceased to be Committee Members with effect from 28th May 2025, consequent upon their resignations as NonExecutive Director and Independent Director & NonExecutive Director respectively of the Company.

The Committee held Three meetings during the year ended March 31, 2025.

The Board has based on recommendations of the Nomination and Remuneration Committee, laid down following policies: 1. Policy for Determining Qualifications, Positive Attributes and Independence of a Director

Based on the criteria laid down in the Policy for evaluation of Board and Independent Directors, the Board carried out the annual performance evaluation of Board Committees and the Independent Directors, whereas at a separate meeting, Independent Directors evaluated the performance of Executive Directors, Board as a whole and of the

ii) Performance evaluation criteria for Executive Directors inter alia include: level of skill, knowledge and core competence; performance and achievement vis?vis budget and operating plans; effectiveness towards ensuring statutory compliances; discharging duties/responsibilities towards all stakeholders; reviewing/monitoring Executive management performance, adherence to ethical standards of integrity & probity; employment of strategic perception and business acumen in critical matters etc.

The Committee has formulated Policy for Remuneration of Directors, Key Management Personnel and other employees. As per the Policy, remuneration to Nonexecutive Independent Directors include:

The appointment and remuneration of Executive Directors including Managing Director, Joint Managing Director and Whole Time Director is governed by the recommendation of the Remuneration and Nomination Committee, resolutions passed by the Board of Directors and Shareholders of the Company. The remuneration package of Whole Time Director, comprises of salary, perquisites, allowances and other retirement benefits as approved by the shareholders at the General Meetings of the Company.

The NonExecutive Directors are paid remuneration by way of Sitting Fees. The Non Executive Directors are paid sitting fees for each meeting of the Board and Committee of Directors attended by them.

The provisions of section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company during the year.

As per regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate

The Company has set up vigil mechanism to enable the employees and Directors to report genuine concerns and irregularities, if any in the Company, noticed by them. The Whistle Blower Policy/ vigil mechanism (as amended) has been posted on the Website of the Company i.e., www.capol.in

There were no Loans, Guarantees, Investments and securities given/made/provided by the Company during the Year.

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

The Board of Directors of your company, has decided not to transfer any amount to the Reserves for the year under review

i. STATUTORY AUDITORS :

M/s. Nataraja Iyer & Co., Chartered Accountants were appointed as Statutory Auditors of your Company at the Annual General Meeting held on 19092022, for second term of five consecutive years. The Company has received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014.

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has engaged services of M/s. K. Srinivasa Rao & Co, Company Secretaries in Practice, Guntur to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2025. The detailed reports on the Secretarial Standards and Secretarial Audit in Form MR 3 are appended as an Annexure III to this Report. There were no qualifications, reservations or adverse remarks given by Secretarial Auditors of the Company.

In terms of Section 148 of the Act read with Companies (Cost Records and Audits) Rules, 2014, the Audit Committee recommended and the Board of Directors appointed M/s. Jithendra Kumar & Co, Cost Accountants (Firm Registration No. 103347), Vijayawada to conduct Cost Audit relating of the Company for the year ending 31st March, 2025. The Company has received their written consent that the appointment will be in accordance with the applicable provisions of the Act and rules framed thereunder

In terms of Section 148 of the Act read with Companies (Cost Records and Audits) Rules, 2014, the Audit Committee recommended and the Board of Directors appointed M/s. Jithendra Kumar & Co, Cost Accountants (Firm Registration No. 103347), Vijayawada to conduct Cost Audit relating of the Company for the year ending 31st March, 2026.Members are requested to consider the ratification of the remuneration payable to M/s. Jithendra Kumar & Co, Cost Accountants (Firm Registration No. 103347) for the year ending 31st March, 2026, Vijayawada as has been set out in the Notice of the 49 TH AGM of the Company.

The Company is required to maintain cost records as specified by the Central Government under subsection (1) of Section 148 of the Act and the rules framed thereunder, and accordingly, the Company has made and maintained such cost accounts and records.

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, Cost Audit is Applicable to the company for the financial year 202425. M/s. Jithendra Kumar & Co, Cost Accountants (Firm Registration No. 103347), Vijayawada has carried cost audit of the company for the financial year 202425.

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

There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year 31.03.2025 to which the financial statements relate and the date of this Report.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report in Annexure IV. There were no employees in the Company as per Rule 5(2) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Your Company firmly believes that employees are the most valuable assets and key players of business success and sustained growth. Various employee benefits, recreational and team building programs are conducted to enhance employee skills, motivation as also to foster team spirit. Company also conducts inhouse training programs to develop leadership as well as technical/functional capabilities in order to meet future talent requirements. Industrial relations were cordial throughout the year.

RISK MANAGEMENT :

During the year, According to the Section 134 (3) (n) of the Act, the company had laid down a policy for management of risk. The risk management framework defines the risk management approach of the Company and also includes the periodical review of such risks. The board periodically discusses the significant business risks identified by the management and the mitigation measures to address such risks.

INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Internal Control System of the Company has been designed to provide for:

Accurate recording of transactions with internal checks and prompt reporting. Adherence to applicable Accounting Standards and Policies.

Compliance with applicable statutes, policies and management policies and procedures. Effective use of resources and safeguarding of assets.

Your directors confirm that the Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. Your directors confirmed that the Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year Company has not received any complaint of harassment.

(j) Number of employees as on the closure of financial year:

Female 4 Male 108 Transgender 0

In accordance with the provisions introduced under the Companies (Accounts) Second Amendment Rules, 2025, the Board of Directors hereby affirms that the Company has duly complied with all applicable requirements under the Maternity Benefit Act, 1961, as amended.

The Company remains steadfast in its commitment to fostering an equitable, inclusive, and legally compliant workplace. In furtherance of this, all benefits mandated under the Act such as paid maternity leave, medical bonus, prescribed nursing breaks, and provision of cr?che facilities in eligible establishments have been implemented in both letter and spirit.

During the year 202425, the Company not received any loan from any Director.

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or reenactment(s) for the time being in force).

The Company has not invited or accepted any deposits from the public or its members;

Accordingly, the disclosure requirements under Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable to the Company for the year under review.

Registrar and Share Transfer Agents of the Company are M/s Bigshare Services Private Limited, 306, 3rd Floor, Right Wing, Amrutha Ville, Opp. Yashodha Hospital, Raj Bhavan Road, Somajiguda, Hyderabad 500 082.

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

Pursuant to the provisions of section 124 of the Companies Act, 2013, the declared dividends which remained unpaid or unclaimed for a period of seven years, have been transferred by the company to the Investor Education and Protection Fund (IEPF) established by the Central Government. The following are the details of dividends paid by the Company and respective due dates for transfer of unclaimed dividend to IEPF.

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 :

LIST OF CORE SKILLS/ EXPERTISE/ COMPETENCIES IDENTIFIED BY THE BOARD OF DIRECTORS AS REQUIRED IN THE CONTEXT OF ITS BUSINESS(ES) AND SECTOR(S) FOR IT TO FUNCTION EFFECTIVELY AND THOSE ACTUALLY AVAILABLE WITH THE BOARD:

During the year under review, the Company filed a petition before the Regional Director, South Eastern Region (RD, SER), Hyderabad, seeking approval for the shifting of its registered office from the State of Telangana (Hyderabad) to the State of Andhra Pradesh under the provisions of Section 12(5) of the Companies Act, 2013. The said petition was duly approved by the Regional Director vide order dated 08th April 2025. Pursuant to the approval granted, the registered office of the Company was shifted from State of Telangana i.e 12B, Skylark Apartments, Basheerbagh, Hyderabad TG 500029 to CAPOL Factory Premises, D.NO.5/01, Main Road, Jandrapet, Chirala Mandal, Bapatla District523165 Andhra Pradesh with effect from 28th April 2025. All statutory records and correspondence are now being maintained at the new registered office address in Andhra Pradesh.

By Order of the Board of Directors For Coromandel Agro Products and Oils Limited

(DIN: 02051004)

2. Impact of Energy Conservation Measures :

The Energy Conservation Measures which were undertaken in the Company have resulted in reduction in power consumption, fuel consumption and improves the overall production performance.

(Form for disclosure of particulars with respect to conservation of energy)

4. Steps taken by the company for utilising alternate sources of energy: None

5. Capital investment on energy conservation equipment: None

Continuous efforts are being made towards technology absorption, adaptation and innovation. Quality being the thrust area, the company has been taking effective steps to continue to improve quality to compete with international quality standards. LED lights are installed in place of regular tube lights in plant to reduce energy consumption.

Installation of Energy Monitoring System for greater accuracy of energy consumption

1. Benefits derived as a result of the above efforts:

Improved capability and productivity to meet the customer requirements.

2. Efforts in brief, made towards Technology absorption, adaptation and innovation:

The Company is continuouSry taking steps to improve the product and process technology in an effort to provide superior quality and cost effective products to consumers .

3. Imported Technology:

The Company exported 1400.260 M.T. of Cotton Linters worth 468.86 lakhs during the year under review as against 2,962.540 M.T. of Cotton Linters worth 786.79 lakhs in the previous year.

To

M/s COROMANDEL AGRO PRODUCTS AND OILS LIMITED D.No.5/01,Main Road, Jandrapeta, Chirala, Bapatla District, Andhra Pradesh, India, 523165.

We, K.Srinivasa Rao& Co., Company Secretaries, Guntur have conducted the review of the compliance of the applicable statutory provisions and the adherence to good corporate practices by COROMANDEL AGRO PRODUCTS AND OILS LIMITED (hereinafter referred as the listed entity), having its Registered Office at D.No.5/01,Main Road, Jandrapeta, Chirala, Baptla District, Andhra Pradesh, India, 523165.

Secretarial Review was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the listed entitys books, papers, minutes books, forms and returns filed and other records maintained by the listed entity and also the information provided by the listed entity, its officers, agents and authorized representatives during the conduct of Secretarial Review, we hereby report that in our opinion, the listed entity has, during the review period covering the financial year ended on March 31, 2025, complied with the statutory provisions listed hereunder and also that the listed entity has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined:

The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include:

(a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; (b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018: Not Applicable as there was no reportable event during the financial year under review

(c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;Not Applicable as there was no reportable event during the financial year under review

(e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021: Not Applicable as there was no reportable event during the financial year under review

(f) Securities and Exchange Board of India (Issue and Listing of NonConvertible Securities) Regulations, 2021; Not Applicable as there was no reportable event during the financial year under review

(g) Securities and Exchange Board of India (Issue and Listing of Non Convertible and Redeemable Preference Shares) Regulations,2013; Not Applicable as there was no reportable event during the financial year under review

(h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (i) Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; Not Applicable as there was no reportable event during the financial year under review

(j) SEBI Circular CIR/CFD/CMD1/114/2019 dated October 18, 2019 in terms of Para 6(A) and 6(B) of the said circulars on "Resignation of statutory auditors from listed entities and their material subsidiaries" is not applicable during the Review Period of the listed entity Not Applicable as there was no reportable event during the financial year under review.

(k) Other regulations as applicable and circulars/ guidelines issued thereunder;

And based on the above examination and considering the relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange Board of India, We hereby report that, during the Review Period: (a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below:

(b) The listed entity has taken the following actions to comply with the observations made in previous reports:

We further affirm the compliance status with respect to the specific provisions by the listed entity as mentioned below:

9 Disclosure of events or information: YES NIL The listed entity has provided all the required disclosure(s)under Regulation 30 along with Schedule III of SEBI LODR Regulations, 2015 within the time limits prescribed thereunder

10 Prohibition of Insider Trading: YES NIL The listed entity is in compliance with Regulation 3(5) & 3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015.

11 Actions taken by SEBI or Stock Exchange(s), if No action(s) has been taken any: NA against the listed entity/ its No action(s) has been taken against the listed promoters/ directors/ entity/its promoters/ directors/ subsidiaries either by subsidiaries either by SEBI SEBI or by Stock Exchanges (including under the or by Stock Exchanges Standard Operating Procedures issued by SEBI (including under the through various circulars) under SEBI Regulations Standard Operating and circulars/guidelines issued thereunder Procedures issued by SEBI The actions taken against the listed entity/ its through various circulars) promoters/ directors/ subsidiaries either by SEBI or under SEBI Regulations by Stock Exchanges are specified in the last column and circulars/ guidelines issued there under

12 Resignation of statutory auditors from the listed entity NA NIL or its material subsidiaries: In case of resignation of statutory auditor from the listed entity or any of its material subsidiaries during the financial year, the listed entity and / or its material subsidiary(ies) has / have complied with

13 Additional Noncompliances, if any: No additional non

NA compliance observed for No additional noncompliance observed for any SEBI regulation/circular/guidance note etc. any SEBI Additional Noncompliances, if any: regulation/circular/guidance No additional noncompliances observed note etc. for any SEBI regulation/circular/guidance note etc. except as reported above.

We further, report that the listed entity is in compliance/ not in compliance with the disclosure requirements of Employee Benefit Scheme Documents in terms of regulation 46(2) (za) of the LODR Regulations. NA

This Report is to be read with our letter of even date annexed herewith and forms an integral part of this Report.

For K. Srinivasa Rao & Co., Company Secretaries.,

Sd/

CS. K. Srinivasa Rao, Partner FCS:5599 CP No:5178 Place : Guntur PR No: 1416/2021 Date : 28^th May, 2025. UDIN: F005599G000472661

To

M/s COROMANDEL AGRO PRODUCTS AND OILS LIMITED D.NO.5/01,Main Road, Jandrapeta, Chirala, Bapatla District, Andhra Pradesh, India, 523165.

The Secretarial Compliance Report of even date is to be read along with this letter.

1. Maintenance of secretarial records under regulations, circulars and guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI ACT) and the Securities Contracts (Regulation) Act, 1956 (SCRA) rules made thereunder and Regulations, circulars and guidelines issued thereunder by SEBI, is the responsibility of the management of the listed entity. Our responsibility is to express an opinion on these records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of these records. The verification was done to ensure that correct facts are reflected in the said records. We believe that the processes and practices we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Account of the listed entity

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of SEBI ACT and SCRA, and regulations, circulars and guidelines prescribed thereunder, is the responsibility of management. Our examination was limited to the verification of documents and records made available to us and explanations provided to us with respect to the practices and processes followed in matters relating to this Report.

6. This report is solely for the intended purpose of compliance in terms of Regulation

24A (2) of the SEBI (LODR) Regulations, 2015 and is neither an assurance as to the future viability of the listed entity nor of the efficacy or effectiveness with which the management has conducted the affairs of the listed entity

For K. Srinivasa Rao & Co., Company Secretaries.,

i) The Median Remuneration of Employees of the Company during the Financial Year was Rs. 1.88 Lakhs. ii) There were 112 permanent employees on the rolls of the Company as on 31st March, 2025. iii) There were no employees in the Company as per Rule 5(2) of Chapter XIII, the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014. iv) In the Financial Year 202425, There was an increase of 20% in the median Remuneration of employees. v) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year Not Applicable; and vi) The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Human Resources, Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees. vii) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.