Indian Phosphate Ltd Directors Report

TO THE MEMBERS

INDIAN PHOSPHATE LIMITED

Your Directors are pleased to present 26^th Annual Report on the business and operations of the company and the Audited Accounts (Standalone and consolidated) for the Financial Year ended March 31,2025.

1. STANDALONE FINANCIAL RESULTS

Your Companys performance during the year as compared with that during the previous year is summarized below:-

Particulars	2024-25	2023-24
Turnover	79909.47	70,417.95
Other Income	136.31	207.59
Interest	390.70	467.16
Profit before tax and Depreciation	1456.10	2,044.45
Depreciation	149.96	144.30
Profit/(Loss) before tax	1306.14	1900.15
Less :- Current Income Tax	321.05	455.24
(Add)/Less :- Deferred Income Tax	18.40	39.00
(Add)/Less:- Income tax of earlier year	49.67	58.58
Profit after tax	917.02	1,347.33
Add: Balance as per Last Balance Sheet	6,287.40	6,487.20
Sub- Total	7,204.42	7,834.53
Less: Appropriation	-	1,547.13
Adjustment relating to Fixed Assets	-	-
Transferred to General reserve	5212.89	-
Proposed Final Dividend on Equity Shares	-	-
Tax on Dividend	-	-
Closing Balance	12,417.31	6,287.40
CONSOLIDATED FINANCIAL RESULTS
Your Companys performance during the year as compared with that during the previous year is summarized below:- (Rs. In Lacs)
Particulars	2023-24	2022-23
Turnover	88,402.86	71,487.02
Other Income	181.06	265.11
Interest	705.48	531.77
Profit before tax and Depreciation	1,363.45	1,941.35
Depreciation	305.29	163.67
Profit/(Loss) before tax	1,058.16	1,777.68
Less :- Current Income Tax	321.05	455.24
(Add)/Less :- Deferred Income Tax	(43.54)	53.65
(Add)/Less:- Income tax of earlier year	49.67	58.58
Profit after tax	730.98	1,210.21
Profit/(loss) attributed to Minority Shareholders	(101.47)	(101.47)

 

Particulars	2023-24	2022-23
Profit/(loss) attributed to Minority Shareholders	868.66	1,311.68
Add: Balance as per Last Balance Sheet	6,251.75	6,487.20
Sub- Total	7,120.41	7,798.88
Less: Appropriation	-	1,547.13
Adjustment relating to Fixed Assets	-	-
Transferred to General reserve	5212.89	-
Proposed Final Dividend on Equity Shares	-	-
Tax on Dividend	-	-
Closing Balance	12,333.30	6,251.75

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS:-

o The highlights of the Companys performance are as under:

o During the Financial Year 2024-25, turnover of the Company is Rs. 80045.78 Lacs as compared to the turnover of Rs. 70625.54 Lacs during the year 2023-24; recorded growth of 13%.

o That during the year 2024-25, the company has recorded an increase of approx. 40 % in production of Fertilizer division as compared to previous FY.

o The sales of Fertilizer Division for the year 2024-25 has also recorded quantum jump of approx. 87% as compared to previous FY.

o During the year 2024-25, the production of Chemical division has also recorded a growth of 15% as compared to previous FY.

o The sales of Chemical division for the year 2024-25 has also recorded quantum jump of approx. 15% as compared to previous FY.

3. TRANSFER TO RESERVE

Pursuant to provisions of section 134 (3) (j) of the Companies Act, 2013, the Company has not transferred any amount to reserve account during the year under review.

4. DIVIDEND

For FY 2024-25 in order to augment the companys growth and strengthen the financial position of the Company, your directors has decided to deploy the profits for new projects to expand the business.

5. LISTING OF SHARES

Your Companys equity shares are listed at National Stock Exchange SME platform on 03^rd September, 2024. The Company has paid the annual listing fee for the financial year 2024-25. The Equity Shares of the Company has the electronic connectivity under ISIN No. INE0DHF01018. To provide service to the Shareholders, the Company has appointed M/s. Bigshare Services Private Limited, Pinnacle Business Park, Office No S6-2, 6th, Mahakali Caves Rd, Next to Ahura Centre, Andheri East, Mumbai, Maharashtra 400093 as Registrar and Transfer Agent (RTA) & Share Transfer Agent (STA) of the Company for existing physical based and allied Secretarial Services for its Members / Investors and for Electronic Connectivity with NSDL and CDSL.

6. SHARE CAPITAL STRUCTURE OF THE COMPANY

The Authorized Capital of your Company is Rs. 25,00,00,000 (Rupees Twenty Five Crore) divided into 2,50,00,000 (Two Crore and Fifty Lakh) equity shares of Rs. 10/- each and the Issued, Subscribed and Paid-up capital of your Company is Rs. 24,98,96,090/- (Rupees Twenty Four crores Ninety Eight Lakh Ninety Six Thousand Ninety) divided into 2,49,89,609 (Two Crore Forty Nine Lakh Eighty Nine Thousand Six Hundred Nine) equity shares of Rs. 10/-.

During the year, the Company had issued Shares by way of following Allotments:

Type of issue	Type of Shares	Number of Shares issued	Total Amount (in Rs.)
Initial Public Offer	Equity Shares	6804000	673596000

The issued, subscribed and Paid-up capital of the company is increased from Rs. 18,18,56,090/- to Rs. 24,98,96,090/-. Other than this there has been no change in the Authorized Share Capital, Issued, paid up and Subscribed Capital of the company during the year.

a. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees:

The Company has not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees as per Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

b. Issue of Sweat Equity Shares:

The Company has not issued any sweat equity share during the financial year in accordance with the provisions of Section 54 of Companies Act, 2013 read with Rule 8 of the Companies (Share Capital and Debentures) Rules, 2014.

c. Issue of Equity Shares with Differential Voting Rights:

The Company has not issued any equity shares with differential voting rights during the financial year as per Rule 4(4) of Companies (Share Capital and Debentures) Rules, 2014.

d. Issue of Employee Stock Option:

The Company has not issued any employee stock option during the financial year as per Rule 12 of Companies (Share Capital and Debentures) Rules, 2014.

7. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH INITIAL PUBLIC OFFER (IPO)

The details proceeds of the Initial Public Offer utilized by the company upto the year ended as on 31.03.2025 as under:

Sr. no. Object as disclosed in the Offer Document	Original Allocation	Fund Utilized	Remarks
1. For Setting up a new manufacturing facility at SIPCOT Industrial Park Phase-I, Kudikadu Village, Cuddalore District (C District) Plot(s) - Plot No.C-17/A, TamilNadu for manufacturing of Sulphuric Acid, LABSA 90%, and Magnesium Sulphate	3318.16	2442.31	Unutilised amount maintained in bank FDs
2. To Meet Working Capital Requirements.	2,490	2490	-
3. For General Corporate Purposes	77.80	77.80	-
4. To meet Public Issue Expense	850	842.66	Unutilised amount maintained in Escrow account
TOTAL	6735.96	5852.77

8. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, there are no significant material orders passed by the Regulators or Courts or Tribunal that would impact the going concern status of the Company and its future operations.

9. STRATEGIC INITIATIVES TAKEN TO IMPROVE PERFORMANCE IN FY 2024-2025 Solar power project

In line with our commitment to reduce carbon footprint through utilization of green / renewable energy, the Company

has already installed a 750 kWh solar power system at Bikaner for captive consumption. This initiative has enabled the company to use this renewable energy while replacing the thermal sourced energy used earlier. This has contributed significantly in reduction of greenhouse gas emission and thereby contribute towards sustainability, cleaner and greener environment.

The Company has saved substantial in power cost owing to this lower renewable energy cost and thereby reduced cost of production and improved profitability.

10. CREDIT RATING

CRISIL has assigned its rating for the long term bank facilities (fund-based limits) as CRISIL BBB+/STABLE and short term bank facilities (non-fund based limits) as CRISIL A2. These rating were an upgrade as compared to previous FY. This rating upgrade reflects the companys strong financial performance and a comfortable financial risk profile.

11. NEW PROJECTS/CAPACITY EXPANSION/ON GOING PROJECTS

• Chemical plant complex - Cuddalore, Tamil Nadu

To capitalise the growing market opportunity and market presence in southern India, the company had acquired a plot at SIPCOT Industrial Park, Cuddalore District, Tamil Nadu in August 2023 to setup Sulphuric acid plant with an installed capacity of 200 MT/ day, LABSA 90% with installed capacity of 100 MT/ day & Magnesium Sulphate with installed capacity of 60 MT/day.

The company is in advance stage to commission chemical plant complex, to manufacture-

a) Sulphuric Acid - Commercial production has already commenced in July 2025. This plant is a strategic backward integration, ensuring secured supply of Sulphuric Acid in manufacture of Linear Alkyl Benzene Sulphonic Acid (downstream products).

b) Linear Alkyl Benzene Sulphonic Acid (LABSA 90%).

c) Magnesium Sulphate

12. NEW PRODUCTS LAUNCHED DURING THE YEAR

As per the ministry of chemical and fertilizers drive to increase domestic production of fertilizers as well as setup new fertilizers capacity, the company has setup new facility in December 2024 to manufacture Urea - SSP (NPK) under the companys brand name "Nitrosuper”. This new product in the companys product basket will enable to cater farmers requirement for complex fertilizer providing nitrogen, phosphorus, and sulfur in one formulation.

The introduction of our new product "Nitrosuper” has been well received by the farmers and commercial production and supply has been stabilised from March 2025.

13. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

Your Company has expanded the geographical presence in southern India by setting up a new manufacturing facility for production of Sulphuric Acid, LABSA 90%, and Magnesium Sulphate. The Commercial production at the Sulphuric Acid plant has already been commenced in the Month of July, 2025 at Cuddalore, Tamil Nadu.

14. RECOGNITION

NABL accreditation is obtained for our unit located at Udaipur, Rajasthan.

15. PARTICULARS OF PERSONNEL AND RELATED DISCLOSURES

During the year under review, no employee of the Company was in receipt of remuneration in excess of the limits prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

16. DEPOSITS

The Company has not accepted any deposit within the meaning of Section 73 and 74 of the Companies Act, 2013 and rules made there under. As such, no amount of principal or interest was outstanding as of the Balance Sheet date, nor is there any deposit in non-compliance of Chapter V of the Companies Act, 2013.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHNAGE EARNINGS & OUTGO

Particulars of Energy, Technology Absorption & Foreign Exchange Earnings and outgo required under the Companies (Accounts) Rules, 2014.

o Conservation of Energy

Pursuant to rule 8(3) of the Companies (Accounts) Rules, 2014, it is stated that the Company has already invested in renewable energy generation for captive requirement and thereby company has moved from conventional thermal energy to renewable energy. This strategic investment has contributed not only in conservation of energy but also conservation of nature and greener environment. The Company is also exploring avenues for alternate sources of energy.

o Technology Absorption

The Company has not imported any foreign technology. o Foreign exchange Earnings and Outgo

During the year there was no earnings and outgo in foreign exchange. Company has imported raw material as below during the year under review:-

Particulars	Current Year		Previous Year
	Import Value	% of Total Consumption	Import Value	% of Total Consumption
Raw Material Imported	-	-	677.09	1.05%

18. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section 3 of section 134 of the Companies Act, 2013 it is stated that:

• In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

• The directors had taken proper and sufficient care for the maintenance of the proper 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;

• The directors had prepared the annual accounts on a going concern basis and;

• The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently.

19. INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has in place adequate internal financial controls which examines both the design effectiveness and operational effectiveness to ensure reliability of financial and operational information and all statutory/regulatory compliances. During the year, such were tested and no reportable material weakness in the design or operations were observed. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.

Based on the assessment of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

20. ANNUAL RETURN

The extracts of the Annual Return pursuant to the provisions of Section 92 (3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in Draft of Annual Return Form No. MGT-7 will be available on the website of the Company at www.indianphosphate.com.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Audit Committee and the Board of Directors have approved the Related Party Transactions. The Company has a process in place to periodically review and monitor Related Party transactions.

All the contracts/arrangements/transactions entered by the company during the financial year with related parties were in the ordinary course of business and on arms length basis the particulars of contracts or arrangements with related parties. Details of all related party transactions are mentioned in AOC-2 (Annexure - I).

During the year, the Company had not entered into any contracts/arrangements/transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Your Directors draw attention of the members to Note 26.10 to the financial statement which sets out related party disclosures.

22. AUDITORS Statutory Auditors

M/s K L & Company, Chartered Accountant, were appointed as Statutory Auditors of the Company to hold office for 5 years from the conclusion of 23^rd Annual General Meeting (AGM) held on 30^th September, 2022 till the conclusion of the 28^th Annual General Meeting (AGM) of the Company to be held in the year 2027.

There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report for the financial year ended 31st March, 2025. Further, the report of the Statutory Auditors along with notes to schedules is a part of this Annual Report.

Secretarial Auditors

In terms of Section 204 of the Act and Rules made thereunder, M/s. Mohit Vanawat & Associates, Practicing Company Secretary (Membership No. 11834 & C.P. no. 16528) had been appointed as Secretarial Auditor of the Company to carry out the Secretarial Audit for financial year 2024-25. The report of the Secretarial Auditor for the financial year 2024-25 is enclosed as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amended Regulation 24A of the SEBI Listing Regulations, the Board has based on the recommendation of Audit Committee approved appointment of M/s. Mohit Vanawat & Associates, Practicing Company Secretary (Membership No. 11834 & C.P. no. 16528), a peer reviewed firm of Company Secretaries in Practice as Secretarial Auditors of the Company for a period of five (5) consecutive financial years commencing from FY 2025-26 till FY 2029-30, subject to approval of the Shareholders of the Company at the ensuing AGM. Appointment of Secretarial Auditor is included at Item No. 6 of the Notice convening the 26^th Annual General Meeting.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors, had been appointed M/s. M.S. Mehta & Associates, Cost Accountants (M. No.: 9185 & FRN: 100459) as the Cost Auditors of the Company to conduct the audit of cost records of certain products for the financial year 2024-25.

The Board of Directors on recommendation of Audit Committee, have appointed M/s. M.S. Mehta & Associates, Cost Accountants (M. No.: 9185 & FRN: 100459) as the Cost Auditors of the Company to conduct the audit of cost records of certain products for the financial year 2025-26. M/s. M.S. Mehta & Associates, Cost Accountants (M. No.: 9185 & FRN: 100459) being eligible, have given his consent to act as the Cost Auditors of the Company for the financial year 2025-26.

The remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution for seeking Members ratification for the remuneration payable to M/s. M.S. Mehta & Associates, Cost Accountants (M. No.: 9185 & FRN: 100459) is included at Item No. 4 of the Notice convening the 26^th Annual General Meeting.

Internal Auditors

The Board of Directors of the Company have appointed M/s Manish Joshi & Associates, Chartered accountants (F No. 011631C) to conduct Internal Audit of the Company for the financial year 2025-26. The scope of work of Internal Auditors includes review of processes, operational efficiency and effectiveness of systems and processes and assessment of adequacy of internal controls and safeguards apart from specific operational areas as per the directions of the Audit Committee. The findings of the Internal Auditor are reviewed by the Audit Committee at each meeting and corrective measures are taken from time to time as per the directions of the Audit Committee.

23. QUALIFICATION IN THE AUDITORS REPORT- BOARDS COMMENT AND EXPLANATION

There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report for the financial year ended 31st March, 2025. Further, the notes on Financial Statement referred to in the Auditors Report are self-explanatory.

24. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act 2013, with regard to Corporate Social Responsibility (CSR) are applicable on the Company. The Company has a Policy on Corporate Social Responsibility which is approved and adopted by the Board of Directors of the Company.

During the financial year ended March 31,2025, the Company incurred CSR Expenditure of Rs. 42 lakhs. The CSR initiatives of the Company were initiated under the areas of rural educational development, feed to needy people, women empowerment & health environment programs, old age welfare and help of poor people and detailed requirement as per Section 135 of the Companies Act, 2013. As required under Section 134 (3) (o) of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014. the Annual Report on CSR activities, is annexed as "Annexure - III”, which forms part of this Report.

25. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors and Key Managerial Personnel consists of

1. Mr. Ravindra Singh (DIN - 01373396), Chairman cum Managing Director

2. Mr. Rohit Paragbhai Parmar (DIN - 07492000), Executive Director and Chief Financial Officer

3. Mr. Rushil Arora (DIN - 09440272), Executive Director

4. Mr. Devendra Singh (DIN - 02068263), Additional Director

5. Mr. Purushotam Dass Siwal (DIN - 06888573), Independent Director

6. Ms. Rohini Avchar (DIN - 10044420), Independent Director

7. Mr. Shailesh Jain (DIN - 08531336), Independent Director

8. Mr. Hatim Hussain Kankroli Wala (DIN - 10469364), Independent Director

9. Ms. Khushboo Sharma, Company Secretary & Compliance Officer Changes in Directors and Key Managerial Personnel (KMP)

Inductions

• Mr. Devendra Singh (DIN - 02068263) was appointed as an Additional Director and effective 12^th November, 2024. Directors liable to retire by rotation

As per the provisions of Articles of Association Mr. Rushil Arora (DIN: 09440272) director of the Company retires by rotation in forthcoming Annual General Meeting and being eligible to offer re-appointment. The Board recommends his re-appointment at the ensuring Annual General Meeting of the Company.

Declaration by the Independent Directors

The Independent Directors have submitted the declaration of independence as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013 and SEBI Regulations and have also registered with the Independent Directors Databank maintained by the IICA.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Key Managerial Personnel

Policy for selection of Directors of Directors and determining Directors independence is uploaded at the website of the Company at www.indianphosphate.com .

Remuneration Policy for Directors, Key Managerial Personnel and other employees are also uploaded at the website of the Company at www.indianphosphate.com.

26. BOARD MEETINGS HELD DURING THE YEAR:

During the year under review 11 (Eleven) Board Meetings were convened and held. The intervening gap between the meeting was within the period prescribed under the Companies act, 2013.

Details of Board Meetings [Section 134(3)(b)]

Date of meeting	Total No. of Directors on the Date of Meeting	No. of Directors attended	% of Attendance
10.04.2024	7	5	71%
15.05.2024	7	6	86%
14.08.2024	7	7	100%
17.08.2024	7	5	71%
18.08.2024	7	6	86%
23.08.2024	7	6	86%
30.08.2024	7	6	86%
02.09.2024	7	5	71%
12.11.2024	7	6	86%
12.02.2025	8	7	88%
22.03.2025	8	6	75%

18. MAINTENANCE OF COST RECORDS

The Directors of the Company to the best of their knowledge and belief state that the Company has maintained adequate cost records as required by the Company under provisions of section 148 of Companies Act.

19. PARTICULARS OF LOANS GIVEN, INVESTMENT MADE AND GAURANTEES GIVEN AND SECURITIES PROVIDED COVERED UNDER SECTION 186(4) OF THE COMPANIES ACT, 2013

During FY 2024-25, Elysian Hotels Private Limited has requested our Company "Indian Phosphate Limited” to provide a Corporate Guarantee of Rs. 101.90 Crore and the same has been accepted by the company. The documents of Corporate Guarantee were executed dated 05^th June, 2024. Apart from that the Company has not given any loan to any person or other body corporate or given any guarantee or provided security in connection with a loan to any other body corporate or person or acquired by way of subscription, purchase or otherwise, the securities of any other body corporate during the financial year under review.

20. COMMITTEES OF THE BOARD

The board had 3 committees- the Audit Committee, the Stakeholders Committee, the Nomination and Remuneration Committee.

a) Audit Committee

The Audit Committee has been constituted as per Section 177 of the Companies Act, 2013 to assist the Board in overseeing the quality and integrity of the accounting, auditing and reporting policies/practices of the Company and its compliance with the legal and regulatory requirements. Composition of Audit Committee as on 31^st March, 2025 comprises of the following:-

Name	Designation	Position in Committee
Mr. Hatim Hussain Kankroli Wala	Independent Director	Chairperson
Ms. Rohini Avchar	Independent Director	Member
Mr. Shailesh Jain	Independent Director	Member
Mr. Ravindra Singh	Managing Director	Member
Mr. Rohit Paragbhai Parmar	Executive Director & CFO	Member

During the year, four Meetings of the committee were held on 15.05.2024, 14.08.2024, 12.11.2024, 22.03.2025. All the meetings were attended by all the members.

b) Nomination, Remuneration & Evaluation Committee:

The Nomination & Remuneration Committee has been constituted as per Section 178 of the Companies Act, 2013 for appointment, remuneration & evaluation of the Directors, Key Management Personnel & Senior Management Personnel. Composition of nomination and remuneration Committee as on 31^st March, 2025 comprises of the following:-

Sr. No. Name	Designation	Position in Committee
1. Mr. Shailesh Jain	Independent Director	Chairperson
2. Mr. Hatim Hussain Kankroli Wala	Independent Director	Member
3. Ms. Rohini Avchar	Independent Director	Member
4. Mr. Ravindra Singh	Managing Director	Member

During the year, on meeting of "Nomination and Remuneration Committee” was held on 14.08.2024 & 12.11.2024. All the meetings were attended by all the members.

c) Stakeholder Committee:

In pursuant to provisions of section 178 of the Companies Act, 2013, the Board of Directors approved Stakeholders Committee. Composition of Stakeholders Committee as on 31^st March, 2025: -

Sr. No. Name	Designation	Position in Committee
1. Ms. Rohini Avchar	Independent Director	Chairperson
2. Mr. Purushotam Dass Siwal	Independent Director	Member
3. Mr. Shailesh Jain	Independent Director	Member
4. Mr. Rohit Paragbhai Parmar	Executive Director & CFO	Member

During the year, on meeting of "Stakeholder Committee” was held on 01.11.2024. All the meetings were attended by all the members.

21. DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES

The Company act as holding company to its subsidiary Company named Adhishaa Phosphate Limited (Formerly known as Udaipur Poly Sacks Limited) holding 26% shareholding and management control subject to section 2(87)(i) and (ii) of the Companies Act 2013, control on composition of Board of Directors by virtue of execution of agreement dated 13^th February, 2024 to exercise or controls more than one half of total Voting Rights, operations of any person, firm, body corporate, any associated Company, association, undertaking carrying, on any business which this Company is authorized to carry on.

22. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

• Issue of equity share with differential rights as to divided, voting or otherwise.

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

23. RISK MANAGEMENT

Risk mitigation continues to be a key area of concern for the Company, which has regularly invested in insuring itself against unforeseen risks. The Companys stocks and insurable assets like Plant and machinery, building, furniture & fixtures, vehicles etc have been adequately insured against major risks.

The Board of directors of the Company has also formulated Risk Management Policy in place in accordance with the Act. The aim of risk management policy is to maximize opportunities in all activities and to minimize adversity. The policy includes identifying types of risks and its assessment, risk handling, monitoring and reporting, which in the opinion of the Board may threaten the existence of the Company.

In the opinion of the Board, following are risks involved in the industry:

a. High Interest rate.

b. Significant volatility in prices of raw materials.

c. Increase in Competition.

d. Factors affecting demand of fertilizers (E.g. monsoon, crop pattern, government fertilizer policies).

e. Stringent regulatory framework.

24. OTHER DISCLOSURES UNDER COMPANIES ACT, 2013

• Vigil Mechanism/Whistle Blowing Policy:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company had adopted Whistle Blower Policy for Directors and employees. A mechanism has been established for employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Board of Directors in exceptional cases. The Board will periodically review the functioning of Whistle Blower Mechanism. During the Financial Year under review, no whistle blower event was reported and mechanism functioning well. No personnel have been denied access to the Chairperson of Audit Committee. The policy is available on the website of the company at https://indianphosphate.com/policies/.

In pursuance to the Section 177 (9) of Companies Act, 2013, the Company has placed vigil mechanism and whistle blowing policy for Directors and the employees of the Company uploaded at the website of the Company at www. indianphosphate.com.

• Particulars of Employees Analysis of Remuneration:

Particulars of employees and analysis of remuneration as required under section 197 (12) of the Companies Act, 2013 read with rule 5 of the Companies

• Human Resource Development:

Industrial relation continued to be cordial during the period under review. Your Company firmly believes that a dedicated work force constitutes the primary source of sustainable competitive advantage. Accordingly, the human resource development received focused attention. Your Directors ensures to place on record their appreciation for the dedicated services rendered by the work force during the year under review.

• Prevention of Sexual Harassment at Workplace

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act”) and Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has constituted Internal Committee(s) (ICs) to redress and resolve any complaints arising under the POSH Act. Training/ awareness programs are conducted throughout the year to create sensitivity towards ensuring respectable workplace.

• Miscellaneous Disclosures:

The Company has qualified and professional employees and therefore the Disclosure under the sexual harassment of Woman at workplace (Prevention, prohibition and redressal) Act, 2013 is already in place.

25. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKCRUPTCY CODE 2016

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code 2016.

26. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANK AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one-time settlement of loans taken from bank and financial institution.

27. ACKNOWLEDGEMENT

Directors wish to express their grateful appreciation for assistance and co-operation received from various departments of Central & State Government and Banks during the year under review. Your Directors also wish to place on record their appreciation for the committed services of all the customers, vendor and associates of the Company.

	By order of Board of Directors For Indian Phosphate Limited
	Sd/-	Sd/-
	Ravindra Singh	Rushil Arora
Place: Udaipur	Managing Director	Director
Date: 01st September, 2025	DIN: 01373396	DIN: 09440272