Phoenix Overseas Ltd Management Discussions

Indian Economy

The Indian economy maintained strong growth momentum during FY 2025-26 despite global geopolitical tensions, trade uncertainties, and supply chain challenges. According to the National Statistics Office (NSO), Indias real GDP is estimated to have grown by approximately 7.4%-7.7% during the year, reinforcing its position among the fastest-growing major economies in the world. Indias real GDP grew 8.2% in Q2 FY 2025-26, up from 7.8% in the previous quarter and 7.4% in Q4 of 2024-25, led by resilient domestic demand amidst global trade and policy uncertainties. Real gross value added (GVA) expanded by 8.1%, catalysed by buoyant industrial and services sectors.

The services sector remained the primary driver of economic activity, while manufacturing and construction also recorded healthy expansion. Inflation remained largely moderate during the year, supporting consumer spending and business confidence. The banking sector continued to demonstrate resilience with healthy credit growth and improved asset quality. Government initiatives focused on infrastructure development, manufacturing, digital

transformation, and export promotion further strengthened the economic landscape. Despite external headwinds, Indias strong domestic fundamentals, expanding consumer market, and ongoing structural reforms continue to provide a solid foundation for long-term economic growth.

Indian Agricultural Sector

Agriculture remains a cornerstone of the Indian economy, supporting livelihoods, food security, and rural development. In FY 2025-26, the sector continues to benefit from policy support, technology adoption, infrastructure investments, and increasing diversification into high-value crops, horticulture, dairy, fisheries, and agriprocessing.

Key Budget FY 2025-26 highlights:

? The FY 2025-26 Union Budget explicitly positions agriculture as the first engine of development with an allocation of Rs.1,37,756.55 crore.

? Prime Minister Dhan-Dhaanya Krishi Yojana

(PMDDKY): A transformative Rs.1.44 lakh crore initiative targeting 100

underperforming districts. It integrates 36 existing schemes to benefit approximately 1.7 crore small and marginal farmers through improved irrigation, storage, and technology adoption.

? Mission for Aatmanirbharta in Pulses: A six- year, Rs.11,440 crore mission targeting selfreliance in Tur, Urad, and Masoor. It aims to expand cultivation areas and guarantees 100% procurement at Minimum Support Prices via central agencies like NAFED and NCCF.

? Mission for Cotton Productivity: A Rs.5,659.22 crore push to combat pest infestations and stagnating yields by deploying Extra-Long Staple (ELS) and pest-resistant varieties, which is a crucial step for supplying the domestic textile industry.

? High Yielding Seeds & Horticulture: A Rs.100 crore mission was announced to commercialize over 100 new climate-resilient seed varieties. Additionally, a dedicated Makhana Board was established in Bihar to formalize and boost the foxnut industry.

? Digital Agriculture: The budget highlights the introduction of the AI-driven Bharat- VISTAAR platform and comprehensive digital crop registries to provide farmers with precise, hyper-localized agronomic data and advisory support.

? Kisan Credit Cards (KCC) facilitate short term loans for 7.7 crore farmers, fishermen, and dairy farmers. The loan limit under the Modified Interest Subvention Scheme will be enhanced from 3 lakh to 5 lakh for loans taken through the KCC.

The Union Budget 2025-26 reaffirms the Governments commitment to making agriculture the cornerstone of Indias economic growth by prioritizing higher public investment, technological innovation, and farmer welfare. With a strong focus on improving productivity, achieving self-reliance in key crops, expanding digital agriculture, enhancing access to affordable credit, and promoting climate-resilient farming practices, the budget lays a comprehensive roadmap for building a more sustainable, competitive, and inclusive agricultural sector. These initiatives are expected to strengthen farmers incomes, improve food security, boost agri-exports, and contribute significantly towards achieving the vision of Viksit Bharat 2047.

Export Performance

India recorded its highest-ever exports in FY 2025-26, with total exports (merchandise and services combined) reaching an estimated US$ 860.09 billion (approximately Rs.76.02 lakh crore), registering a 4.22% growth over US$ 825.26 billion recorded in FY 2024-25. The growth was driven primarily by a strong performance in the services sector, which continued to offset the relatively modest growth in merchandise exports despite global trade uncertainties, geopolitical tensions, and slowing demand in key international markets.

The RBI observed that the countrys services exports continued to be the primary source of strength, offsetting the widening merchandise trade deficit. During April-December 2025, net services exports increased by 15.3% year-on-year, supported mainly by software services and business services, which together accounted for 77.8% of Indias total services exports. The RBI also noted that sustained global demand for digital and IT-enabled services is expected to support Indias services exports in the coming years.

The services sector emerged as the largest contributor to Indias export growth during FY 2025-26. Services exports were estimated at US$ 418.31 billion, registering a robust 7.94% growth over US$ 387.55 billion in FY 2024-25.

Merchandise exports during FY 2025-26 stood at US$ 441.78 billion, compared to US$ 437.70 billion in the previous financial year, reflecting a 0.93% year-on-year increase. Non-petroleum exports reached US$ 387.88 billion, growing by 3.62%, while non-petroleum and non-gems & jewellery exports increased to US$ 359.67 billion, indicating that Indias export growth is becoming increasingly diversified beyond traditional export commodities.

Indias export performance in FY 2025-26 underscores the resilience and growing competitiveness of its external sector amidst a challenging global economic environment. While merchandise exports maintained steady growth, the services sector emerged as the principal driver of overall export expansion, supported by robust demand for information technology, business, financial, and professional services. The continued diversification of export markets, government initiatives to enhance trade competitiveness, and strengthening integration into global value chains have reinforced Indias position as a leading global trading nation. With sustained policy support, digital transformation, and expanding export capabilities, India is well-positioned to achieve higher export growth and further strengthen its contribution to economic development in the coming years.

SWOT ANALYSIS

• The Companys Promoters, Directors, Key Managerial Personnel and senior management team possess extensive industry experience and domain expertise, enabling the Company to effectively manage its operations and drive sustainable business growth, Their leadership has been instrumental in building a dedicated and competent workforce.

• The Company has established robust operational capabilities and an efficient supply chain, enabling timely execution of customer orders while consistently adhering to committed delivery schedules.

• The Company has been recognized as a Three-Star Export House by the Government of India, reflecting its strong export performance. This recognition enhances the Companys credibility in international markets and strengthens its negotiating position with overseas customers and business partners.

• The Companys profitability remains susceptible to fluctuations in foreign exchange rates and volatility in commodity prices, which can affect operating margins and overall financial performance.

• Expansion into New International Markets: The Companys entry into the Middle East and South-East Asian markets provides opportunities to diversify its customer base, reduce dependence on traditional markets and enhance export revenues.

• Government initiatives promoting exports, agricultural infrastructure and trade facilitation are expected to enhance export competitiveness.

• Government initiatives to promote agricultural exports, logistics infrastructure and trade facilitation are expected to enhance export competitiveness and create new business opportunities.

• Geopolitical risks and global trade disruptions may adversely impact export demand, supply chains and international trade flows.

• Dependence on third-party suppliers and logistics service providers exposes the Company to procurement delays, transportation bottlenecks and disruptions in the supply chain.

• The Company has to face the problems created by the volatility of the Indian Rupee In the international market

• The Company has to face competition from large domestic as well as Multinational Companies to secure high value orders.

s ;

Human Resources and Industrial Relations

The Companys employees are its most valuable asset and play a pivotal role in driving sustainable growth and operational excellence. The Company remains committed to fostering a positive and inclusive work environment through policies that support employee engagement, professional development and talent retention. Its continued focus on empowering employees, promoting leadership and encouraging accountability has enabled it to attract and retain a skilled and dedicated workforce.

As on March 31, 2026, the Company had 19 employees, including its Directors, who are responsible for managing the Companys business operations across various functions, including administration, finance and accounts, marketing, secretarial, and overall management. The Management believes that its committed workforce continues to be a key contributor to the Companys operational efficiency and longterm success.

Segment-wise / Product-wise Performance and Discussion on the Financial Performance of the Company

The Company operates through three distinct business segments, each contributing to its overall financial performance and growth. The details of the segments are as follows:

Merchant Export Division - The Merchant Export Division is engaged in the export, import and domestic trading of a diverse range of products, including Commodities, animal feed products, fruits and vegetables. The products traded by the Company are primarily procured from third-party suppliers and are marketed to both domestic and international customers.

Fashion Accessories Division - The Fashion Accessories Division is engaged in the manufacture, export and domestic sale of jute, cotton, PP and leather bags. The division caters to both domestic and overseas markets by offering a wide range of eco-friendly and value-added fashion accessories.

Cold Storage Division - The Cold Storage Division provides cold storage and food preservation services through the Companys cold storage facility located at Malda, West Bengal. The division supports the storage and preservation of agricultural produce and other perishable commodities, thereby ensuring quality retention and reducing post-harvest losses.

Following is the key highlight of the performance of the company:

Particulars	March 31, 2026 (INR in Lakhs)
Revenue from operations	61,048.77
Other Income	265.17
Total Income	61,313.94

MERCHANT EXPORT DIVISION

11 Employees

COLD STORAGE OPERATIONS

4 Employees

FASHION ACCESSORIES DIVISION

4 Employees

Operating Segments Performance:

Particulars	Current Year	Previous Year	Increase/(Decrease) %
Merchant Export Segment	60,744.11	48,734.16	24.64%
Fashion Accessories Segment	103.25	97.48	5.10%
Cold Storage Segment	201.42	194.48	3.57%

Overall, the Company delivered a healthy operational performance during the year, with the Merchant Export Division remaining the key driver of revenue growth, while the Fashion Accessories and Cold Storage Divisions continued to provide stable and recurring income. The diversified business model enabled the Company to sustain growth and strengthen its market position across its operating segments.

The financial year 2025-26 was one of the most challenging years for the Companys operations due to heightened geopolitical uncertainties across the globe, particularly the disruptions in Bangladesh, which adversely affected international trade and business activities. The Companys operations were also impacted by significant volatility in foreign exchange rates and fluctuations in global commodity prices, which affected procurement costs, pricing strategies and overall trade margins.

Despite these challenges, the extensive experience of the management team in international trade enabled the Company to effectively navigate the evolving business environment. Strategic operational measures implemented during the second half of FY 2025-26 resulted in a significant improvement in both revenue and profitability, leading to a stronger financial performance compared to the first half of the year.

As part of its growth strategy, the Company expanded its geographical presence by entering new markets in the Middle East and South-East Asia. These initiatives are expected to generate meaningful business opportunities once geopolitical conditions, particularly the ongoing conflict in the Middle East, stabilise.

The Management remains optimistic about the future performance of the Fashion Accessories Division and the Cold Storage Division. The Cold Storage Division has successfully introduced mushroom cultivation under a controlled atmosphere, enabling year-round production and ensuring uninterrupted availability of mushrooms. The products have received encouraging market acceptance, creating opportunities for further growth in this segment.

Looking ahead, the Management remains confident that the Companys diversified business portfolio, expanding international market presence, disciplined financial management and focus on operational efficiency will support sustainable growth and enhance long-term value for all stakeholders.

Looking ahead, we will continue to build on our diversification strategy by expanding our industrial gloves business, with exports aimed at Chile, Peru, Canada, the United States, Russia and markets across the European Union. This initiative is expected to strengthen our business portfolio and provide an additional engine of growth.

Cautionary Statement

Statements in this Management Discussion and Analysis report detailing the Companys objectives, projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include global and Indian demand supply conditions, raw material prices, finished goods prices, cyclical demand and pricing in the Companys products and their principal markets, changes in Government regulations, tax regimes, economic developments within India and the countries with which the Company conducts business and other factors such as litigation and / or other negotiations.

Additional Shareholders Information

1. Financial year

FY 2026 represents fiscal year 2025-26, from 1 April, 2025 to 31 March, 2026, and analogously for FY 2025 and previously such labelled years.

2. 23rd Annual General Meeting

Date	28-08-2026
Time	15:00 Hours
Mode	VC/OAVM facility provided by CDSL
Venue	Registered office-13 B Bidhan Sarani, Amherst St Kolkata West Bengal 700006

3. Book Closure Date

From August 22nd, 2026 to August 28th, 2026 (both days inclusive).

4. Dividend

Your Directors are of the view that your Company is currently on the path of growth which requires higher capital deployment to fund the businesses hence need to conserve resources. Keeping in view the objective, Directors are pleased to recommend a final dividend of Re. 0.60/- per share of face value of Rs. 10/- each for the year 2025-26 subject to approval of shareholders in the ensuring 23 rd Annual General Meeting.

5. Record Date

The company has fixed Record date and Cut-off date for dividend and e voting is 29th May, 2026.

6. The International Security Identification Number (ISIN)

ISIN is a unique identification number of traded scrip. This number has to be quoted in each transaction relating to the dematerialized securities of the Company. The ISIN of the Companys equity shares is INE0FPO01018.

7. Description of Voting Rights

All shares issued by the Company carry equal voting rights, and one share confirms one vote.

8. Outstanding GDRs / ADRs / Warrants or any Convertible instruments, conversion date and likely impact on equity

There are no outstanding GDRs/ ADRs/ Warrants or any Convertible instruments. Hence there will not be any impact on the equity of the company.

9. Market price data (High / Low) at NSE

kifll Market Price Data (High/Low) at NSE during the FY 2025-26

Month	High	Low
April	23.20	19.04
May	29.10	20.65
June	29.40	23.15
July	26.00	21.35
August	24.20	19.00
September	21.00	20.55
October	21.55	18.35
November	21.25	18.20
December	22.25	17.50
January	24.40	18.15
February	21.50	17.50
March	19.60	15.35

10. Month wise Volume of Trade & Value of Trade during the FY 2025-26

11. Shareholding Pattern as on 31st March 2026

Category of Shareholder	Nos. of Shareholders	No. of fully paid up equity shares held	Total nos. shares held	Shareholding as a % of total no. of shares (calculated as per SCRR, 1957)
Promoter Group	10	1,37,25,722	1,37,25,722	70.95
Public	1669	56,20,296	56,20,296	29.05
Non-Promoter Non-Public	0	0	0	0
Custodian/Dr Holder	0	0	0	0
Total	1679	1,93,46,018	1,93,46,018	100

12. Distribution of Shareholding as on 31st March, 2026

Category of shareholder	No of Shareholder
Upto 1 Lakhs	1,670
From 1 Lakhs to 10 Lakhs	1
From 10 Lacs to 20 Lacs	7
More than 20 Lacs	1

13. Particulars of Past Three Annual General Meetings

Date, time and venue for the Annual General Meetings held during the last 3 financial years are given below:

Financial Year	Nature of Meeting	Date	Location
2024-25	Annual General Meeting	13-08-2025	At Company\u2019s Registered office through VC/OAVM
2023-24	Annual General Meeting	12-09-2024	At Company\u2019s Registered office through VC/OAVM
2022-23	Annual General Meeting	23-09-2023	At Company\u2019s Registered office through VC/OAVM

14. Other Disclosures

Disclosures on materially significant related party transaction

The statements containing the transactions with related parties were submitted periodically to the Audit Committee. The details of Related Party Transaction are discussed in detail in Notes to the Financial Statements. All the contracts/ arrangements/transactions entered by the Company during the financial year with related parties were in its ordinary course of business on an Arms Length Basis. None of the transactions with any of related parties were in conflict with the Companys interest.

Details of non-compliance(s) by the company

No penalties have been imposed or strictures have been issued by SEBI, Stock Exchanges or any Statutory Authorities on matters relating to Capital Markets during the last three years against the non-compliance relating to the matter aforesaid.

Whistle Blower Policy/Vigil Mechanism

The Board of Directors of the company has adopted Whistle Blower Policy. The management of the Company, through the policy envisages encouraging the employees of the Company to report the higher authorities any unethical, improper, illegal, or questionable acts, deeds & things which the management or any superior may indulge in. This policy has been circulated to the employees of the Company. However, no employee has been denied access to the Audit Committee.

15. Name, Designation & Address of Compliance Officer and RTA for Complaints & Correspondence

Ms. Simran Kothari

Company Secretary & Compliance officer

Phoenix Overseas Limited

13B Bidhan Sarani

Amherst St Kolkata

West Bengal 700006 India

Telephone: 033-2219-8752

Registered / Corporate Office Address for Correspondence

Phoenix Overseas Limited CIN: L15314WB2002PLC095587

Address: 13B Bidhan Sarani Amherst St Kolkata West Bengal 700006 India Telephone: 033-2219-8752 Email: cs@phxglobal.net Website: www.phxglobal.net

Registrar & Share Transfer Agents

M/ s. Cameo Corporate Services Limited Subramanian, #1, Club House Road,

Chennai - 600002, Tamil Nadu Telephone: 91-044-28460390 Telephone: 91-044-28460129 Email: investor@cameoindia.com Website: www.cameoindia.com

16. Reminder to Investors

As there are no unpaid/unclaimed dividends, no reminders for such unclaimed shares and unpaid dividends to be sent to shareholders. The Company shall ensure compliance as and when applicable.

For and on Behalf of Board of Directors of Phoenix Overseas Limited