Coromandel International Ltd Directors Report

Dear Members,

The Board of Directors of your Company has pleasure in presenting the Sixty Fourth Annual Report on the operational and business performance of the Company together with the Audited Financial Statements (Standalone and Consolidated) for the financialyear ended

March 31, 2026.

1. Standalone Financial Highlights

		Rs. in Crores
Particulars	FY 2025-26	FY 2024-25
Revenue
From Operations	30,530.89	24,064.25
Other Income	350.62	363.71
Total Revenue	30,881.51	24,427.96
Profit
Profit before Interest, Depreciation and Taxation	3,452.19	3,019.58
Less: Interest	287.39	257.74
Less: Depreciation	296.77	276.71
Profit Before Exceptional items and Tax	2,868.03	2,485.13
Add: Exceptional items	(125.15)	100.17
Profit Before Tax	2,742.88	2,585.30
Less: Provision for Tax (including deferred tax)	734.30	644.40
Profit After Tax	2,008.58	1,940.90

Your Companys Revenue from Operations for the year was Rs. 30,531 Crores as against Rs. 24,064 Crores last year. The Profit before Interest, Depreciation, and Taxation stood at Rs. 3,452 Crores from Rs. 3,020 Crores in the previous year registering an increase of 14.33% year-on-year (YoY). The Net Profit for the year was Rs. 2,008.58 Crores, an increase of 3.48% from Rs. 1,941 Crores in the previous year.

The Earnings Per Share (EPS) for the year stood at Rs. 68.19 per share compared to Rs. 65.96 per share for the previous year. Transfer to Reserves

Your Company proposes to retain Rs. 2,008.58 Crores in the Statement of Profit and Loss and not transfer it to the General Reserve.

2. Business Environment

Global and Indian Economy

During FY 2025-26, the global economic environment was challenging, as heightened geopolitical uncertainties resulted in moderate growth. Economic activity slowed compared to the previous year and remained below long-term historical averages, reflecting the cumulative impact of successive shocks over recent years, including tighter financial conditions and trade fragmentation. Global trade dynamics shifted with rising protectionism, particularly from the United States, accelerating supply chain diversification and localization trends. While inflationary pressures eased, central banks, led by the Federal Reserve, maintained a cautious stance, keeping interest rates elevated and impacting global liquidity and capital flows. The rapid adoption of artificial intelligence emerged as a key growth driver, supporting investments and productivity gains across sectors. Commodity markets remained broadly stable, though fertiliser inputs and energy prices saw firming trends, especially towards the later part of the year due to escalating geopolitical tensions. As the global economy enters FY27, uncertainties persist, with ongoing Middle East situation likely to sustain volatility in energy and freight markets, potentially delaying monetary easing and moderating growth, particularly in import-dependent regions.

The Indian economy delivered a strong performance during FY 2025-26, affirming its position as the worlds fastest-growing major economy. Real GDP growth for the year is estimated at 7.7%, higher than 7.1% in FY 2024-25, driven primarily by robust domestic demand. Reflecting a broad-based improvement in household purchasing power and consumer sentiment. Monetary conditions remained supportive throughout the year. The Reserve Bank of India adopted an accommodative trajectory, cumulatively reducing the policy repo rate by 125 basis points during calendar year 2025, bringing the repo rate to 5.25% by December 2025, with a neutral stance retained to balance growth and inflation objectives. Headline CPI inflation declinedsharply, moderation in food prices owing to favourable weather conditions and higher agricultural output. Foreign exchange markets were characterised by heightened global volatility, with the Central bank continuing its efforts to ensure orderly conditions in the domestic foreign exchange market.

A sustained push on structural reforms and policy initiatives supported economic growth. These included ongoing rationalisation and simplification of the Goods and Services Tax framework, steady progress in the implementation of labour codes, PLIs in critical sectors etc. The policy thrust on energy transition gained further momentum, with focused initiatives to promote green hydrogen, scale up renewable energy capacity and strengthen energy storage infrastructure.

Agriculture scenario

Indian agriculture experienced slowdown during the year with sector expected to grow by 3.0% (from 4.2% in FY24-

25). India experienced an above-normal south-west monsoon

(108% of Long Period Average) and good northeast monsoons resulting in higher sowings during Kharif and Rabi seasons; however, late withdrawal of rains impacted consumption in certain crop pockets. As per the 3rd Advance Estimate of production, food grain output is expected to grow by 5% to 377 million tons.

Policy support remained robust through continued focus on income support, price assurance and crop insurance schemes, alongside increasing investments in irrigation infrastructure to enhance water availability and cropping intensity. The year also saw improved procurement operations, providing income visibility to farmers, while rural credit flow remained strong, supporting input usage and farm investments. Rural demand remained resilient, reflected in strong two-wheeler and tractor retail sales growth.

The agriculture sector is witnessing a structural shift towards diversification, with increased focus on horticulture, oilseeds and pulses to reduce import dependence, supported by targeted government initiatives. At the same time, technology adoption is accelerating through digital platforms, precision farming, gene editing advancements and drone-based applications, while rising labour costs are driving mechanisation and adoption of service-based models. Growing emphasis on sustainable agriculture, including balanced nutrient use and soil health management, is further shaping farm practices, collectively supporting productivity, resilience and long-term sectoral growth.

3. Performance Review

Coromandel registered a strong and resilient performance in FY 2025-26 while operating in a highly dynamic and challenging business environment. The year was impacted by a slowdown in consumption demand and a sharp escalation in raw material prices, particularly during the second half of the year, which increased cost pressures across the value chain. Despite these headwinds, the Company demonstrated operational agility, and disciplined execution, enabling it to sustain performance and continue to strengthen its position as one of the leading agri-solutions players in the country.

The Company made significant progress on its strategic priorities during the year, supported by a capital expenditure outlay of Rs. 1,300 crore, primarily directed towards backward integration and capacity expansion. During the year, the Company completed the acquisition of a 53% stake in

NACL Industries Limited, significantly expanding its presence in the crop protection segment. This acquisition strengthened the Companys product portfolio, manufacturing capabilities and distribution reach, both in domestic and international markets, and is well aligned with Coromandels strategy of building a scale, diversified and integrated agri-solutions platform.

Innovation and digital transformation continued to act as key enablers of growth and competitiveness. The Company made progress in advancing its product development pipelines, while increasing the adoption of AI-driven analytics and digital tools to enhance decision-making, improve operational efficiency and deepen farmer engagement. These initiatives supported improved responsiveness to market dynamics and reinforced the Companys focus on delivering value-added, integrated solutions across the farming value chain.

During the year, Coromandel strengthened its sustainability initiatives, with focused actions to improve its energy, water, waste and emissions footprint. The Company also maintained a strong emphasis on safety across operations, achieving a Total Recordable Injury Rate (TRIR) of 0.25, reflecting a robust safety culture and continued commitment to employee well-being.

Fertiliser

Coromandel fertiliser business delivered a strong performance in FY 2025-26, registering its highest ever fertiliser sales, production and farmer outreach activities, reinforcing its position as Indias leading private sector manufacturer and marketer of phosphatic fertilisers. The Company achieved leadership in Point of Sale (POS) consumption and retained market leadership in the SSP segment across both primary and POS sales. Total fertiliser sales reached a record 74.5 lakh metric tons, with DAP and NPK volumes at 42.8 lakh tons and SSP sales at 8.4 lakh tons. The Company continued to expand its footprint across North and Central India through focused channel engagement and extensive farmer outreach initiatives. It partnered with 450

Farmer Producer Organisations (FPO) and participated in government-led Pradhan Mantri Kisan Samriddhi Kendra (PMKSK) Programmes. Precision agriculture initiatives were strengthened through Nutri Clinics, soil and leaf testing services and expanded coverage of drone-based spraying service through Gromor Drive and Retail, covering 2.9 lakh acres during the year.

The Company further strengthened raw material security through long-term sourcing arrangements, diversification and backward integration, including increased captive rock sourcing from Senegal, ensuring supply assurance amid global disruptions. Manufacturing excellence was underpinned by record phosphatic fertiliser production of 35.3 lakh tons and enhanced sustainability initiatives such as increased use of non-conventional water sources.

It demonstrated best-in-class safety and environmental performance with Zero Reportable Incidents, withrecognition from the International Fertilizer Association, along with the

Kakinada unit receiving the British Safety Councils Sword of Honour. Digital transformation across manufacturing and market operations progressed through IIoT-enabled systems, sales intelligence platform and farmer-facing digital applications, enhancing operational efficiency, market execution and last-mile engagement.

During the year, company commissioned a 2,000 TPD Sulphuric Acid plant and a 650 TPD Phosphoric Acid plant at Kakinada, transforming it into an integrated facility. Further, with the upcoming expansion of fertiliser granulation capacity, Kakinada plant is set to become the largest phosphatics complex in the country.

Specialty Nutrients

During the year, the business delivered a strong performance, supported by focused market development initiatives, deeper farmer engagement and expansion into new geographies. A comprehensive portfolio spanning water-soluble fertilisers, secondary and micronutrients, organic inputs and value-added products enabled the business to effectively serve diverse crop segments. Farm-level initiatives, including soil testing, field demonstrations and customised agronomic advisory services, supported the adoption of balanced nutrient management practices. The portfolio was further strengthened with the introduction of five differentiated products, while capacity augmentation in key products, including sulphur, improved supply reliability. In addition, the ongoing establishment of a domestic water-soluble fertiliser plant is expected to strengthen manufacturing capabilities, reduce import dependence and support future growth in the high-value specialty nutrients segment.

Crop Protection Chemicals

The business recorded healthy growth in revenue and profitability, supported by strong demand in export volumes, new product introductions and disciplined cost management.

Revenue was up by 16%, while PBIT reported a growth of 55%.

In domestic markets, deeper market penetration under established brands, successful commercial launch of new products and an expanded field force presence in high-potential geographies supported growth. Business introduced four new products including a patented-in-licensed molecule, which received encouraging response from the market.

In exports, global inventory rebalancing cycle, demand for key molecules and targeted business development efforts in select geographies helped in expanding growth opportunities. The business registered multiple new product registrations in export markets during the year.

Manufacturing operations improved throughput and capacity utilization, with strong focus on quality, safety and environment. New capital investment projects for key agchem molecules were commissioned on time, providing opportunity to expand markets in India and internationally.

With the acquisition of major stakes in NACL Industries, Coromandel has become the fourth largest Indian Agchem player. The acquisition is expected to unlock synergies through portfolio expansion, cross-leveraging of manufacturing and R&D capabilities, optimization of procurement and supply chains and improved access to domestic and international distribution networks.

Bioproducts

During the year, focused efficiency initiatives enabled the production of high purity, best in class Azadirachtin at the Companys state of the art Cuddalore facility, one of the largest globally. The business further deepened value chain integration by in housing neem processing and expandingyear extraction capabilities, while also building fermentation and microbial processing platforms to diversify the biologicals portfolio. The launch of five bio pesticides and three bio year fertilisers strengthened the innovation pipeline, with products gaining encouraging traction in the domestic market. In parallel, progress on registrations across key international markets is expected to support global scale up and accelerate growth in the biologicals segment.

Retail

During the year, the business expanded its footprint with the addition of over 300 new stores across Andhra Pradesh, Telangana and Karnataka, while entering new markets including Maharashtra and Tamil Nadu. With this, the Company now has the largest rural retail network of more than 1200 stores, providing quality, trust and farm advice to over 5 million farmers. Business registered a strong year, improving its scale of operations, customer engagement, service offerings and farm advisory. It leveraged technology-enabled solutions such as precision advisory, e-commerce, drone-based spraying covering 2 lakh acres and last-mile delivery, including direct door delivery. It also forayed into financial services by offering insurance products. Farmer engagement was further strengthened through digital platforms led farmer engagement, including podcasts and expert-led content on its YouTube channel with over 1.2 million subscribers. Nano Products

Nano products business reported a strong year, marketing over 4.3 million bottles and maintaining its market leadership position in Nano DAP segment. Business continued its market development initiatives through extensive field trials and channel engagement initiatives. With its R&D centers at Mumbai and Coimbatore, Business is exploring opportunities to extend nano applications in other input applications. Further, it has received encouraging feedback from the international markets and plans to expand its footprint globally.

4. Finance and Credit Ratings

Your Company continued to maintain a strong focus on efficient cash management, ensuring adequate liquidity levels and availability of committed back-up lines of credit at all times. The working capital position improved during the year, resulting in a Net Cash Flow from Operating Activities of Rs. 1,440 Crores.

Your Companys credit ratings have been reaffirmed by CRISIL

Limited ("CRISIL") and India Ratings & Research Private Limited ("India Ratings & Research"). CRISIL has reaffirmed the Companys long-term rating at CRISIL AAA (Stable) and short-term rating at CRISIL A1+. Similarly, India Ratings & Research has reaffirmed the long-term rating at IND AAA (Stable) and short-term rating at IND A1+. These ratings indicate the highest degree of safety with respect to timely servicing of financialobligations and reflect the continued confidence of the rating agencies in the Companys strong financial position.

5. Dividend

The Board of Directors, at its meeting held on May 07, 2026, has recommended a final dividend of Rs. 2 per equity share

(200%) of face value of Rs.1 each, subject to approval of the Members at the ensuing Annual General Meeting. The Board had earlier declared an interim dividend of Rs. 9 per equity share at its meeting held on January 29, 2026, which was paid to the Members on February 19, 2026.

Accordingly, the total dividend for the financial

March 31, 2026, aggregates to Rs. 11 per equity share of

Rs. 1 each. The total outflow on account of dividend for the to Rs.324 Crores, inclusive of Tax saidfinancial

Deducted at Source (TDS).

In compliance with Regulation 43A of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015, the Dividend Distribution Policy of the Company is available on its website at https://www.coromandel.biz/ investors/policies-2/

6. Consolidated Financial Results

The Consolidated Financial Statements of the Company, prepared in accordance with the provisions of the Companies

Act, 2013 ("the Act") and the applicable Indian Accounting

Standards, form an integral part of this Annual Report.

In accordance with the provisions of the Act, a statement containing the salient features of the financial statements of the Companys subsidiaries, associates and joint ventures is provided in Annexure A to this Report.

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

7. Subsidiary Companies

a. NACL Industries Limited

Acquisition and Further Investment in NACL Industries Limited

During the year under review, your Company completed the acquisition of a controlling stake in NACL Industries

Limited ("NACL") in line with its strategic objective of strengthening its crop protection business.

The acquisition of 53.08.% equity stake was undertaken pursuant to Share Purchase Agreements dated March 12, 2025, entered into with the existing promoters and certain public shareholders of NACL and in compliance with the provisions of the SEBI (Substantial

Acquisition of Shares and Takeovers) Regulations, 2011. The said acquisition was completed on August 8, 2025. Consequent to the completion of the aforesaid transaction, NACL became a subsidiary of the Company within the meaning of Section 2(87) of the Companies

Act, 2013, and the Company was classifiedas the promoter of NACL with effect from August 8, 2025.

Approval from the Competition Commission of India was received vide its approval dated July 1, 2025.

During the year under review, NACL had a fund raise through rights issue of equity shares, and the Company subscribed to its rights entitlement and also applied for additional shares, including any unsubscribed portion, in compliance with applicable laws, including the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Securities Contracts (Regulation) Rules, 1957. Pursuant to the allotment approved on December 31, 2025, the Company was allotted 1,88,24,301 fully paid-up equity shares of face value Re. 1 each at an issue price of Rs. 76.70 per share (including premium). Consequently, the Companys shareholding in NACL increased from 10,69,12,581 equity shares (53.08%) to 12,57,36,882 equity shares (53.69%) of the voting share capital. b. Coromandel Chemicals Limited:

Coromandel Chemicals Limited ("CCL"), a wholly owned subsidiary of the Company, earned a total income of Rs.25.73 crores for the year ended March 31, 2026, and

Profit after tax was Rs. 15.44 crores.

During the year under review, the CCL augmented its equity stake in Baobab Mining and Chemicals Corporation SA, Senegal (BMCC) from 53.80 % to 71.51%. c. Dare Ventures Limited (DVL):

Dare Ventures Limited ("DVL"), a wholly owned subsidiary of the Company, earned a profit of Rs. 0.76 crores for the year ended March 31, 2026. DVL is the corporate venture capital arm of the Company, focused on making investments in early to growth-stage start-ups engaged in developing technology-led solutions to address complex and long-term challenges in the agriculture and allied sectors.

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

Ecozen is engaged in developing climate-smart deep technology solutions and core technology platforms, including motor controls, Internet of Things (IoT), and energy storage systems, aimed at enabling sustainable outcomes. String Bio, with a vision to enable cleaner and more sustainable living through biotechnology, has developed next-generation solutions across multiple sectors. In the agricultural segment, String Bio offers a range of bio-stimulant products catering to both horticulture and field crops.

Flic Farms is engaged in the design and manufacture of compact autonomous agricultural robots equipped with intelligent attachments to perform a wide range of operations such as seeding, weeding, spraying and planting with precision, thereby enhancing operational efficiency and reducing chemical usage.

d. Coromandel Technology Limited (CTL)

Coromandel Technology Limited ("CTL"), a wholly owned subsidiary of the Company, incurred a loss of Rs. 181.86 Crores during the year ended March 31, 2026. CTL holds a 58.01% equity stake in Dhaksha Unmanned Systems Private Limited ("DUMS"), which has been classifiedas a subsidiary of the Company with effect from July 31, 2023. DUMS is one of the emerging players in the drone industry in India, providing a comprehensive range of Unmanned Aerial Systems (UAS) solutions across diverse applications, including agriculture, defence, surveillance, and delivery. e. Dhaksha Unmanned Systems Private Limited (DUMS):

Dhaksha Unmanned Systems Private Limited (DUMS) is a step-down subsidiary of the Company. DUMS registered a total income of Rs 26.60 crores comprising mainly of Rs. 22.92 crores from sale of drones and spare parts. The net loss for the year is Rs. 44.75 crores as against a net loss of Rs. 18.42 Crores in the previous financial year. f. Coromandel Insurance and Multi Services Limited (CIMSL):

Coromandel Insurance and Multi Services Limited ("CIMSL") was incorporated on October 31, 2023, as

Coromandel Solutions Limited, as a wholly owned subsidiary of the Company. The name of the Company was subsequently changed to Coromandel Insurance and Multi Services Limited with effect from August 06, 2024.

During the year under review, CIMSL received approval from the Insurance Regulatory and Development Authority of India (IRDAI) on February 13, 2025, to operate as a Corporate Agent (Composite). The Company reported a net loss of Rs. 0.24 Crores for the year ended March 31, 2026. g. Stuccoedge India Private Limited (Stuccoedge):

Stuccoedge India Private Limited (Stuccoedge),a joint venture between CCL and Sakarni Plaster India Private

Limited was incorporated on November 24, 2025. CCL holds 60% of the paid-up capital in Stuccoedge and Company is yet to commence its commercial operations.

Overseas Subsidiaries a. CFL Mauritius Limited:

CFL Mauritius Limited, a wholly owned subsidiary of the Company, incurred a loss of USD 0.04 million (equivalent to Rs. 0.33 Crore) during the year ended March 31, 2026. The principal source of income for the subsidiary is dividend income from Foskor (Pty) Ltd; however, no dividend was received from Foskor during the financial year 2025 26. b. Coromandel Brasil Limitada (CBL):

CBL, a Limited Liability Partnership, owned 100% by the Company and its subsidiary CFL Mauritius Ltd, is primarily engaged in obtaining product registrations in

Brazil and procuring orders for supplies from India. It earned a loss of Brazilian Reals 0.06 million (equivalent to Rs. 0.09 crore) for the year ended March 31,2026. c. Coromandel Australia Pty Ltd (CAPL) [Formerly Sabero Australia Pty Ltd]:

CAPL did not have any significant operation during the year ended March 31, 2026. It earned a profitof

Australian Dollar 0.01 million (equivalent to Rs. 0.05 crore) for the year ended March 31,2026. d. Coromandel America S.A. (formerly Sabero Organics America S.A.) (CAS):

CAS is primarily engaged in obtaining product registrations in Brazil and procuring orders for supplies from India it did not have any business operations during the financial year 2025-26. e. Coromandel Agronegocios De Mexico SA de CV (Coromandel Mexico) :

Coromandel Mexico is primarily engaged in obtaining product registrations in Mexico and procuring orders of Mexican for supplies from India. It earned a net profit

Peso 0.17 million (equivalent to Rs. 0.08 crore) for the year ended March 31, 2026. f. Sabero Argentina SA (Sabero Argentina) :

Sabero Argentina is primarily engaged in obtaining product registrations in Argentina and procuring orders for supplies from India. It did not have significant operation during the year ended March 31, 2026. g. Parry America Inc. :

Parry America Inc. is primarily engaged in the sale of bio-pesticides in America. It made a net loss of USD

0.04 million (equivalent to Rs. 0.37 crore) for the year ended March 31, 2026. h. Coromandel International (Nigeria) Limited (CINL):

CINL is engaged in obtaining product registrations in Nigeria and procuring orders for supplies from India. It made a net profit of Naira 68.20 million (equivalent to

Rs. 0.44 crore) for the year ended March 31, 2026. i. Coromandel Mali SASU (CMS):

Coromandel Mali SASU (CMS) was incorporated on February 04, 2020, as a Wholly Owned Subsidiary (WOS) of the Company for the purpose of obtaining registration for marketing of agrochemicals. CMS is registered with Ministry in Charge of Statistics, Republic of Mali. It did not have any business operations during the financial year 2025-26. j. Coromandel Vietnam Company Limited

Coromandel Vietnam Company Limited was incorporated on February 21, 2025, as a Wholly Owned Subsidiary of the Company. Coromandel Vietnam Company Limited did not have any business operations during the financial year 2025-26. k. Baobab Mining and Chemicals Corporation SA, Senegal (BMCC)

Baobab Mining and Chemicals Corporation ("BMCC"), a corporate entity registered in Dakar, Republic of Senegal (West Africa), is engaged in the mining, production and sale of Rock Phosphate, a key raw material used in the manufacture of phosphoric acid, which in turn is utilised in the production of complex fertilizers. transactions, During the financial year 2022 23, the Company made a strategic investment in BMCC through its wholly owned subsidiary, Coromandel Chemicals Limited ("CCL"), with the objective of securing long-term and sustainable access to Rock Phosphate.

As at March 31, 2025, the Companys shareholding in BMCC stood at 70.02%. During the year under review, the Company, through CCL, increased its stake to

71.51%. BMCC reported a net profit of Rs. 3 Crores for the year ended March 31, 2026.

Associate Company

Coromandel Crop Protection Philippines Inc. (CCPPI)

CCPPI, an associate company based in Philippines, is engaged in getting product registrations in Philippines enabling supplies from India.

Strategic Investment

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

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

Tunisian Indian Fertilizers S.A. ("TIFERT"), a company incorporated in Tunisia, is engaged in the manufacture of phosphoric acid, a key raw material for phosphatic fertilizer production. The Company holds a strategic investment of

15% equity in TIFERT with the objective of securing a reliable supply of phosphoric acid for its operations at Kakinada and Visakhapatnam.

During the year under review, TIFERTs operations were impacted due to technical issues. The Indian partners, Coromandel International Limited and Gujarat State Fertilizers

& Chemicals Limited (GSFC), continue to extend technical support to TIFERT to enhance plant performance.

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

The Company, along with CFL Mauritius Limited, holds a 14% equity stake in Foskor (Pty) Ltd ("Foskor"). Foskor supplies high-quality phosphoric acid, which is utilised in the manufacture of phosphatic fertilizers at the Companys plants located at Kakinada and Ennore.

8. Risk Management Policy

The Company has constituted a Risk Management Committee, the details of which are set out in the Corporate Governance Report. The Company has also framed a Risk Management Policy to ensure that risks associated with its business operations are appropriately identified, and mitigated. Details of key risks faced by the Company are provided in the Management Discussion and Analysis Report. The Risk Management function operates independently of the Companys operational divisions. The Risk Management Committee is responsible for identifying, evaluating and monitoring risks, and for minimising their potential impact. The Committee also reviews the adequacy of the Companys risk management framework and ensures compliance with applicable regulatory requirements.

9. Internal Financial Control Systems and their adequacy

The Company has established an internal control framework commensurate with the nature, size and complexity of its operations. These control systems are designed to safeguard the Companys assets, ensure the accuracy and reliability and promoteof financial compliance with applicable laws, accounting standards and internal policies. The adequacy and effectiveness of these internal controls are periodically reviewed and strengthened.

The Company has implemented a robust budgetary control system to monitor income and expenditure against approved budgets on an ongoing basis. To assess sufficiency and effectiveness of its internal controls and systems, the company has constituted a corporate internal audit function, comprising of both internal experts and external agencies. The scope of internal audit covers key processes across locations, and deviations from prescribed standards are regularly reviewed to ensure compliance and corrective action.

The Audit Committee reviews significant audit observations, including recommendations and their implementation status, and reports key matters to the Board. The Company continues to enhance its internal control environment by strengthening digital footprints and progressively transitioning from manual to automated controls. The internal audit function also emphasises continuous controls monitoring through data analytics, surprise audits and process reviews to ensure the effective functioning of established controls.

10. Related Party Transactions

All Related Party Transactions entered into during the financial year 2025 26 were on an arms length basis and in the ordinary course of business and were reviewed and approved by the Audit Committee. Necessary approvals of the Audit Committee were obtained for transactions that are repetitive in nature and foreseen, in accordance with the applicable provisions. A statement containing details of all Related Party Transactions undertaken pursuant to such omnibus approvals is placed before the Audit Committee on a quarterly basis for its review.

During the year under review, the Company did not enter into any contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, which were not in the ordinary course of business or not on an arms length basis, or which could be considered material or having a potential conflict with the interests of the Company.

Accordingly, the disclosure of Related Party Transactions in Form AOC-2, as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is provided as Annexure B to this Report.

In terms of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company submits details of Related Party Transactions on a consolidated basis to the Stock Exchanges on a half-yearly basis. The details of transactions with related parties are also disclosed in the accompanying Financial Statements in accordance with the applicable Indian Accounting Standards. assessed

The Policy on Related Party Transactions is available on the Companys website at: https://www.coromandel.biz/ investors/policies-2/ None of the Directors had any pecuniary relationship or transactions with the Company, other than those relating to remuneration, sitting fees, commission and reimbursement of expenses, as applicable.

11. Auditors

i. Statutory Auditors

M/s. S.R. Batliboi & Associates LLP (Firm Registration No. 101049W/E300004), Chartered Accountants, were appointed as the Statutory Auditors of the Company by the Members to hold office from the conclusion of the 59th Annual General Meeting ("AGM") until the conclusion of the 64th AGM. The Report of the

Statutory Auditors on the financial statements for the financial year 2025 26 forms part of this Integrated

Annual Report.

As required under Regulation 33 of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations,

2015, the Statutory Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Auditors Report for the year under review does not contain any qualification, reservation or adverse remark.

Further, the Auditors did not report any matter under

Section 143(12) of the Companies Act, 2013 during the year. Accordingly, no disclosure is required under Section 134(3) (ca) of the Act.

M/s. S.R. Batliboi & Associates LLP shall complete their first term as Statutory Auditors at the conclusion of the 64th AGM and are eligible for re-appointment for a second term in accordance with the provisions of Section 139 of the Companies Act, 2013.

Accordingly, it is proposed to re-appoint M/s. S.R. Batliboi & Associates LLP as the Statutory Auditors of the Company for a second term of five consecutive years, to hold office from the conclusion of the 64th AGM until the conclusion of the 69th AGM, at such remuneration as may be determined.

The said Auditors have furnished their consent to act as Statutory Auditors of the Company, along with the necessary eligibility certificate.

The Board Recommends the appointment of M/s. S.R. Batliboi & Associates LLP as Statutory Auditors of the Company. ii. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 ("the Act") read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. Sridharan & Sridharan Associates, Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the financial year 2025 26. The necessary consent has been received from them to act as Secretarial Auditors.

The Secretarial Audit Report in Form MR-3 is annexed as Annexure C and forms part of this Report. The said ation, reservation or qualific reportdoesnotcontainany adverse remark.

In terms of Regulation 24A of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015, the Company does not have any material unlisted subsidiary incorporated in India. A material unlisted subsidiary, for this purpose, is one whose income or net worth exceeds 10% of the consolidated income or net worth, respectively, of the Company and its subsidiaries in the immediately preceding accounting year. Accordingly, Secretarial Audit is not applicable to any of the Companys subsidiaries in India. iii. Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 ("the Act") read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the Company is required to maintain cost accounting records in respect of specified products.

Accordingly, such records are duly made and maintained in the prescribed manner.

The cost records of the Company are also subject to audit. Based on the recommendation of the Audit Committee, the Board of Directors has re-appointed M/s. Narasimha Murthy & Co., Cost Accountants, and Mrs. Jyothi Satish, Cost Accountant, as the Cost Auditors of the Company for the financial year 2026 27. In accordance with the provisions of the Act, the remuneration payable to the Cost Auditors is required to be ratifiedby the Members of the Company. Accordingly, a resolution for ratification to the Cost Auditors has been included in the Notice convening the 64th Annual General Meeting.

During the year under review, the Company has filed the Cost Audit Report for the financialyear 2024 25 with the Ministry of Corporate Affairs.

12. Board, Committees of the Board and other information

a. Directors

Your Company is managed and governed by a Board comprising an optimum mix of Executive and Non-Executive Directors. As on March 31, 2026, the Board consisted of ten (10) Directors, comprising one Executive Chairman, one Managing Director & Chief

Executive

Non-Executive Independent Directors, including one Woman Independent Director. The Directors bring to the Board a wide range of expertise in areas such as ation of strategy, general management, finance, engineering governance and other allied fields, enabling effective governance and decision-making.

During the year under review, Dr. Raghuram Devarakonda, Director, and Mr. Natarajan Srinivasan, Executive Vice Chairman, ceased to be Directors of the Company with effect from August 08, 2025, and December 20, 2025, respectively. The Board places on record its appreciation for the valuable contributions made by them during their tenure.

Dr. Raghuram Devarakonda was appointed as Managing

Director & Chief Executive Officer of NACL Industries

Limited with effect from August 08, 2025.

During the year, Mr. Arun Alagappan (DIN: 00291361) was re-appointed as Executive Chairman with effect from February 15, 2026. Further, Mr. Narayanan

Vellayan (DIN: 07774406) was redesignated as Executive Director Nutrient Business with effect from

April 20, 2026.

In accordance with Article 17.29 of the Articles of

Association of the Company read with Section 152 of the Companies Act, 2013, Mr. Arunachalam Vellayan

(DIN: 08011680) retires by rotation at the ensuing

Annual General Meeting and, being eligible, offers himself for re-appointment. The Board recommends his re-appointment. b. Board Meetings

The annual calendar of Board meetings is drawn up and finalised and circulated to the Directors in advance to facilitate effective participation and planning. During the financial were held. The details of these meetings are provided in the Corporate Governance Report. c. Independent Directors and their declaration of Independence

In terms of Section 149 of the Companies Act, 2013

("the Act"), Mr. Sudarshan Venu, Dr. Deepali Pant Joshi, Mr. Adnan Ahmad, Mr. Aditya Himatsingka, Mr. Suresh Subramanian and Mr. Durgashankar Subramaniam are

Independent Directors of the Company.

All the Independent Directors have furnished the requisite declarations confirming that they meet the criteria of independence as prescribed under Section

149(6) of the Act and Regulation 16(1)(b) of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and are independent of the Management. Further, in terms of Regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstances or situations which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties with objective independent judgement and without any external influence.

The Board has taken on record the declarations and confirmations submitted by the Independent Directors, after undertaking due assessment of their veracity, and is of the opinion that all the Independent Directors uphold the highest standards of integrity and possess the requisite expertise and experience required to discharge their duties effectively.

The Independent Directors have also confirmed that they have registered themselves with the Independent two Whole-time Directors and six Directors Databank maintained by the Indian Institute of Corporate Affairs ("IICA") in accordance with Section

150 of the Act read with Rule 6 of the Companies

Directors) Rules, (Appointment and

2014. d. Familiarization Programmes for Independent Directors

The Independent Directors of the Company are eminent professionals with extensive experience across diverse fields such as strategy, general management, finance, engineering, governance and other allied fields, and are well acquainted with the Companys business and operations.

The Company has in place an ongoing familiarisation programme for Independent Directors to apprise them of their roles, rights, duties and responsibilities, as well as the nature of the industry in which the Company operates and its business model.

At the time of their appointment, Independent Directors are familiarised with the Companys operations and businesses. The Company facilitates interactions with the senior leadership team, including Business Heads and key executives. Detailed presentations on the operations of various business divisions are made periodically to the Directors. Additionally, meetings with the Executive Chairman and Whole-time Directors

/ Executive Directors are arranged to enable new appointees to gain deeper insights into the Companys business, policies and practices. Further, periodic updates are shared with the Directors on developments that may have an impact on the Companys business and the broader agriculture sector, including the fertiliser and crop protection industries. Details of the familiarisation programme are also year2025 26,eight(8)Boardmeetings available on the Companys website. e. Remuneration Policy

Based on the recommendation of the Nomination and Remuneration Committee, the Board has formulated a Policy for the selection and appointment of Directors and Senior Management personnel, as well as for determining their remuneration. The salient features of the Remuneration Policy are disclosed in the Corporate Governance Report. The Remuneration Policy is available on the Companys website at: https://www. coromandel.biz/investors/policies-2/ f. Evaluation of the Boards performance, its Committees and Directors

The Board has carried out an annual evaluation of its own performance, as well as that of its Committees and individual Directors, for the financial year, in accordance with the provisions of the Companies Act, 2013 and the

SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015. The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all the Directors. The evaluation criteria for the Board included, inter alia, its composition and structure, effectiveness of Board processes, and its role in long-term strategic planning. The performance of the Committees was similarly evaluated by the Board based on inputs received from the respective Committee members.

In a separate meeting, the Independent Directors evaluated the performance of the Non-Independent

Directors and the Board as a whole, including that of the Chairman, taking into account the views of the Executive and Non-Executive Directors. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committees and individual Directors. The outcomes of these evaluations were discussed at the Board Meeting, along with feedback received from the Directors on the functioning of the Board and its Committees. g. Audit Committee

As on March 31, 2026, the Audit Committee comprised Mr. Suresh Subramanian (Chairman), Mr. Aditya Himatsingka, Dr. Deepali Pant Joshi and Mr. Sankarasubramanian as Members.

Mr. Suresh Subramanian was appointed as Chairman of the Committee with effect from August 8, 2025. During the financial year 2025 26, six (6) meetings of the Audit

Committee were held, the details of which are provided in the Corporate Governance Report. All the recommendations made by the Audit Committee during the year were accepted by the Board. h. Directors Responsibility Statement

Accordingly, pursuant to Sections 134(3)(c) and 134(5) of the Act, the Directors, to the best of their knowledge and ability, confirm

2026: a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures; b) They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; c) They have taken proper and sufficient the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) They have prepared the annual accounts on a going concern basis; e) They have laid down internal financial to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

13. Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Arun Alagappan, Executive Chairman, Mr. Sankarasubramanian S, Managing

Director and Chief Executive Officer, Mr. Arunachalam

Vellayan, Whole-time Director - Strategy and Planning,

Mr. Narayanan Vellayan, Executive Director Nutrient Business, Mr. Deepak Natarajan, Chief Financial Mr. B. Shanmugasundaram, Senior Associate Vice President Company Secretary and Compliance Officer are the Key

Managerial Personnel of the Company. Mrs. Jayashree

Satagopan ceased from position of Chief Financial Officer on

April 30, 2025.

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

The Company has in place a Policy on Prevention of Sexual Harassment (POSH) in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been duly constituted to address and redress complaints pertaining to sexual harassment. The Policy extends to all employees of the Company, and necessary awareness programmes are conducted to sensitise employees at all levels on the provisions of the Policy and the mechanisms available thereunder.

During the financial year 2025 26, one (1) complaint was received and duly resolved by the ICC during the year under review.

15. Compliance with Maternity Act,

1961

The Companythatfor theyearended March 31, has complied with the provisions of the

Maternity Benefit Act, 1961, including the grant of paid maternity leave of up to 26 weeks to eligible employees, provision of nursing breaks, availability of cr?che facilities, and safeguarding employees against dismissal during maternity leave. In addition, the Company has adopted women-centric policies that provide enhanced benefits, including extension of maternity leave, flexible working arrangements, and nanny support for women employees.

16. Employee Stock Option Plans

Employee Stock Option Plan 2016 care for

The Employee Stock Option Plan, 2016 (ESOP 2016), as approved by the Shareholders through Postal Ballot on

January 11, 2017, was in force during the financial year under review. The Board of Directors/Nomination and Remuneration Committee (NRC) has been authorised to grant options to employees, exercisable into not more than 1,45,81,000 fully paid-up equity shares of Re. 1/- each. The detailed terms and conditions of ESOP 2016 have been formulated by the NRC. Pursuant to the implementation of ESOP 2016, the earlier controls

ESOP Scheme 2007 stands discontinued and no further grants are made thereunder. There were no vested options outstanding under the said Scheme as at the end of the financial year.

The NRC is further empowered to identify eligible subsidiary companies, whether existing or future, whose employees may be granted stock options under ESOP 2016. Options granted under the Scheme vest on or after one year from the date of grant and not later than four years, or such other period as may be determined by the NRC. During the year, the Company granted options under ESOP 2016. As at March 31, 2026, the number of vested options outstanding stood at 1,71,120, and the cumulative number of options allotted and listed was 3,78,300.

The disclosures required under Regulation 14 of the

SEBI (Share Based Employee Benefits and Sweat Equity)

Regulations, 2021 are available on the website of the Company at: https://www.coromandel.biz/investors/annual-general-meeting-postal-ballot/

Employee Stock Option Plan 2023

The Employee Stock Option Plan, 2023 (ESOP 2023), as approved by the Shareholders at the Annual General Meeting held on July 27, 2023, was in force during the financial year under review. The Board of Directors/Nomination and Remuneration Committee (NRC) has been authorised to grant options to employees, exercisable into not more than 58,89,000 fully paid-up equity shares of Re. 1/- each. The detailed terms and conditions of ESOP 2023 have been formulated by the NRC. During the year under review, the Company granted 2,88,400 options under the said Scheme. The particulars required under Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and disclosures required under Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are available on the website of the Company at: https://www. coromandel.biz/investors/annual-general-meeting-postal-ballot/

17. Vigil Mechanism/ Whistle Blower Policy

Pursuant to the provisions of Sections 177(9) and (10) of the Companies Act, 2013 read with Regulation 22 of the

SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, the Company has established a Vigil Mechanism through a Whistle Blower Policy. The details of the said Policy are disclosed in the Annual Report in accordance with Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015.

The Vigil Mechanism/Whistle Blower Policy is available on the website of the Company at: https://www.coromandel.biz/ investors/policies-2/

18. Corporate Governance

The Company is committed to maintaining the highest standards of Corporate Governance. In accordance with the provisions of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, the Report on Corporate Governance forms part of this Annual Report as Annexure D.

A M/s. Sridharan & Sridharan Associates,

Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Regulations, is annexed to the said Report.

19. Management Discussion & Analysis

The Management Discussion & Analysis, as required in terms of Regulation 34(2)(e) SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015, forms part of this Integrated Annual Report.

20. Business Responsibility and Sustainability Report

ation from the Pursuant to Regulation 34(2)(f) of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015, the Company has prepared the Business Responsibility and Sustainability Report in alignment with the business principles set out in the Business Responsibility Policy adopted by the Company. The said Report forms part of this Annual Report as Annexure E and is also available on the website of the Company.

21. Corporate Social Responsibility

The Murugappa Group is renowned for its longstanding tradition of philanthropy and community service, with a focus on establishing service-oriented institutions in the fields of education and healthcare. In line with this philosophy, the Company continues to uphold the Groups values by allocating a portion of its income towards fulfilling responsibilities.

The Company has been undertaking Corporate Social Responsibility (CSR) initiatives for several years, even prior to such activities being mandated under the Companies Act, 2013. The Company has in place a CSR Policy, which is available on its website at: https://www.coromandel.biz/ sustainability/.

In accordance with the provisions of Section 135 of the

Companies Act, 2013 and the rules framed thereunder, the Company was required to spend Rs. 4,963 lakhs towards

CSR activities for the financial year 2025 26, being 2% of the average net profits of the preceding three financial years.

During the year under review, the Company spent Rs. 4,883 lakhs on CSR initiatives. The unspent amount of Rs. 79.75 lakhs, pertaining to ongoing projects, has been transferred on April 28, 2026, to a separate bank account titled "Coromandel

International Limited Unspent CSR Account 2025 26", and shall be utilised within the prescribed timelines in accordance with applicable provisions of the Act and the rules made thereunder.

The composition of the Corporate Social Responsibility & Sustainability Committee and the details of CSR activities undertaken during the year are set out in the Annual Report on CSR Activities, which forms part of this Report as Annexure F.

22. Environment, Health and Safety (EHS)

At our Company, Environment, Health, and Safety (EHS) is our top priority. We are dedicated to operating all facilities in a safe, efficient, and environmentally responsible manner.

To support this commitment, we have established strong processes and defined clear safety performance metrics to consistently monitor and enhance our EHS outcomes.

We believe that building a proactive safety culture is essential to achieving excellence in EHS. Employees are encouraged to actively identify and report unsafe acts, hazardous conditions, and near-miss incidents. These reports are reviewed regularly, with timely corrective and preventive actions implemented as needed.

Through ongoing engagement and accountability at every level, we aim to foster a workplace that is safe, healthy, and sustainable for all.

During the year 2025-26, there were 3 reportable, and 6 recordable incidents across Coromandel manufacturing locations. Total Recordable Injury Rate (TRIR) stood at 0.25 at the end of the year at company level.

Recognizing Achievements i. Across Coromandel, we secured the Responsible Care

Chemical Council for 3 years. This recognition emphasizes our commitment to safety, health, and the environment.

ii. Kakinada has been a shining example of progress, securing the British Safety Council Sword of Honour, a globally recognized benchmark of safety excellence. iii. Notable Ankleshwar plant secured the British Safety Council 5 Star, strong commitments towards safety excellence. iv. Coromandel has been awarded with National Award for Environmental Best Practices 2025 by CII (CILs

Watershed project at Udaipur and PWM beyond the boundary project has been recognized). v. Dahej & Ankleshwar Received ICC Awards for

Excellence in Health & Safety Management. vi. Dahej Plant received OHS awards for Excellence in Contractor Safety Management & Safety Training. vii. Sarigam plant received Gold Award in "Carbon

Conscious Actions" from CII. viii. Kakinada unit has been awarded the "Sarvashreshta

Suraksha Puraskar Golden Trophy Safety Award" in

Manufacturing Sector-B by National Safety Council of

India. ix. Ranipet Received Environment Excellence Award from

FAI.

Following, key safety initiatives were taken during the year: i. Gap assessment on Ammonia Storage & Handling System was conducted at our three Fertilizers Sites by M/s Vysus. ii. HAZOP training, PSMS External and RCA Handholding session on HAZOP training were conducted by SME at Fertiliser Units. iii. At Ankleshwar site 5 years cyclic HAZOP study & Fire Risk Assessment was completed. iv. At Dahej site LOPA for high-risk operations and SPD QRA was completed. v. The FAI Workshop on "Process Safety and Risk Management in Fertiliser Industry" organized in technical collaboration with Coromandel at Visakhapatnam. vi. BBS training program rolled out at SSP units. vii. Theme based safety campaigns were observed across all manufacturing sites throughout the year that includes Life Saving Rules, Asset Integrity, Chemical

Handling Safety, Job Safety Assessment, Process Safety Management, Fire Safety and Portable Power tools Safety. viii. During road safety month defensive driving training imparted to 6000 people. ix. Coromandel Safety Week was celebrated across all business sites with the theme of "Safety-Our Shared Value" that requires participation, vigilance, and leadership at all levels.

Enhancing Emergency Preparedness

To enhance our emergency preparedness, we place strong emphasis on continuous capacity-building for our Emergency Response Team (ERT). Regular training programs are conducted in collaboration with both internal experts and external agencies, including the National Disaster Response

Force (NDRF) and local fire department teams. These initiatives ensure that our personnel are well-trained, fully prepared to respond effectively to any emergency. Total 66 number mock drills conducted with collaboration with administration and communities to enhance our preparedness for emergencies.

Under ESG front, the following have been initiated, and many are achieved: i. Integrated ESG - 2.0 targets across plants and monitoring our progress to contribute to Coromandels larger sustainability goals towards Carbon Neutral,

Water Neutral and Zero Waste to Landfill ii. CII Green Company Rating national best environment rating system. iii. Expanded initiatives such as green belt development, green building initiatives and environmental compliance. iv. Build on achievements like 110 % recycling of targeted plastic waste and large-scale plantation drives such as the Miyawaki Plantation (1,00,000 nos) at Vizag, Ankleshwar & Sarigam. v. The overall share of clean energy stood at 25% across all operations vi. Use of 32 % nonconventional water vii. 51,000 KL of rainwater harvesting throughout bound check dam projects at Udaipur viii. Use of 20% bio briquette at SSP units ix. The S&P Global ESG score for FY 2024-25 stood at 65. x. In compliance with EPR regulations.

23. Other disclosures

a. Share Capital

The paid-up equity share capital of the Company as on March 31, 2026, was Rs.29.50 crore. During the year, the Company has allotted 3,78,300 equity shares of Re.1 each under ESOP 2016. b. Material Subsidiary Policy

The Company has adopted a policy for determining material subsidiary, in line with the requirements of the

SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 and the same is available on the website of the Company at https://www.coromandel. biz/investors/policies-2/ However, the Company does not have any material subsidiary. c. Annual Return

In accordance with Section 92(3) read with Section

134(3)(a) of the Companies Act, 2013, the Annual Return as on March 31, 2026, is available on the website of the Company at https://www.coromandel. biz/investors/annual-general-meeting-postal-ballot/ d. Conservation of energy, technology absorption, foreign exchange earnings and outgo.

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

The disclosures pertaining to remuneration as required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,and 2014 are set out in Annexure H to this Report.

A statement containing the names of the top ten employees in terms of remuneration drawn and the particulars of employees as required under Section

197(12) of the Act read with Rules 5(2) and 5(3) of the aforesaid Rules forms part of this Report as a separate annexure. However, the Annual Report is being circulated to the Members excluding the said annexure.

In terms of Section 136 of the Act, the annexure is available for inspection at the Registered Office of the

Company during business hours, and any Member interested in obtaining a copy of the same may write to the Company Secretary.

Pursuant to the provisions of Section 197(14) of the Companies Act, 2013, the Whole-time Directors of the Company did not receive any remuneration or commission from any of its subsidiaries during the year under review. f. Particulars of Loans, Guarantees and Investments

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

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

The Company financialhas complied with the applicable

Secretarial Standards issued by The Institute of Company Secretaries of India and approved by Ministry of Corporate Affairs. i. Reporting of Frauds

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

There was no change in the nature of business of the

Company during the financial year. k. Material changes and commitments

There were no material changes and commitments affecting the financial the end of the financial year and the date of this Report. l. The criteria for evaluation of performance of Independent

Directors and the Board of Directors pursuant to Section

178 of the Companies Act, 2013 and Schedule IV of the Companies Act, 2013 the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure I m. Names of Companies which have become or ceased to be Companys Subsidiaries, Joint Ventures or Associate Companies during the year: NACL Industries Limited

Your Company acquired NACL Industries Limited through open offer process aggregating to 53.08%.

Further Companys holding in NACL has increased to 53.73% consequent to acquisition of shares through

Rights Issue by NACL.

Stuccoedge India Private Limited:

Your company through Coromandel Chemicals Limited, a Wholly owned subsidiary of the Company made investment through equity and CCL holds 60%, thereby making Stuccoedge as subsidiary of your Company.

24. Declaration/Affirmations

During the year under review a. there are no significant material orders passed by the

Regulators or Courts, which would impact the going concern status of the Company and its future operations. b. there are no applications made or any proceedings pending under the Insolvency and Bankruptcy Code,

2016. c. the Company has not made any one-time settlement with any Bank or Financial Institution as such disclosure or reporting requirements in respect of the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial

Institutions is not required.

25. Banks and institutions

The Company has been regular and timely in the payment of interest and repayment of loans to banks and financial institutions. The Board of Directors places on record its appreciation for the continued support and cooperation institutions in all aspects extendedbythebanks and financial of the Companys operations.

26. Acknowledgement

The Directors wish to place on record their sincere appreciation for the valuable support and cooperation extended by bankers, businessassociates,lenders,financialinstitutions, shareholders, various departments of the Government of

India and State Governments, the farming community, and all other stakeholders.

The Directors also acknowledge and place on record the commitment and dedication of the employees of the Company, whose continued efforts have contributed to the achievement of the Companys performance during the year under review.