Shree Pushkar Chemicals & Fertilizers Ltd Directors Report

Dear Members,

The Board of Directors of your Company take pleasure in presenting their 32^nd Report as a part of the Annual Report of Shree Pushkar Chemicals & Fertilisers Limited (hereinafter referred as "the Company" or "SPCFL" throughout this Report), together with the Audited Standalone and Consolidated Financial Statements and the Auditors Report thereon for the financialyear ended 31^st March 2025. The Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. Summary of Financial Results:

The summary of the Companys Standalone and Consolidated Financial Results forthefinancialyear ended 31 st March, 2025 as compared to the previous financial year is summarized below:

(Rs. in lakhs)

PARTICULARS	Standalone		Consolidated
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Total Revenue	52,038.30	49,479.64	81,705.11	73,690.68
Profit Before Interest, Depreciation & Tax	6,201.45	5,227.14	9,466.40	7,142.04
Depreciation for the year	1,692.82	1,616.59	2,264.52	2,161.87
Interest Cost	195.96	97.92	228.78	156.22
Profit Before Taxation	4,312.67	3,512.62	6,973.09	4,823.94
Provision for Income Tax	756.93	609.72	949.87	673.38
Provision for Deferred Tax	174.19	224.48	161.48	368.56
Tax Expenses for earlier years	-	-	-	75.79
Profit After Taxation	3,381.55	2,678.42	5,861.74	3,706.21
Add: Profit Brought Forward from Previous Year	27,978.98	25,784.89	34,292.63	31,072.39
Less: Dividend including DividendDistribution Tax	474.39	474.39	474.39	474.39
Add: Other Comprehensive Income for the year, net of tax	7.13	-9.95	5.30	-11.60
Balance carried to Balance Sheet	30,893.27	27,978.98	39,685.27	34,292.63

2. Operational performance:

During the year under review, the Consolidated Revenue from operations of your Company was Rs. 80,628.27 lakhs, with an increase of 11.03 % over the preceding years revenue of Rs. 72,616.67 lakhs.

As regards the standalone performance of your the Revenue from operations was Rs. 51,273.92 lakhs, with an increase of 5.30 % over the preceding years revenue of Rs. 48,695.11 lakhs. The exports during the year, contributed by the Dyes and Intermediates divisions, have been at Rs. 7,020.76 lakhs and our imports have been mainly in terms of Rock Phosphate for our fertiliser Division and to a lesser intermediates extent of certain fine division, totally amounting to Rs. 15,838.45 lakhs.

Viewing the operational performance over the years, the Company has till last year been maintaining steady progress over the years in terms of sales and profits. However, the Company has still been maintaining its operational as can be observed from the cost of raw material to sales and the profitability margins such as EBIDTA margin and PAT margin.

A Report on the performance and financial position of MBPPL and KPPL and their contribution to the overall performance of the Company, is provided in Form AOC-1 and is attached as Annexure 1 to this Report.

The standalone vertical wise quantitative Sales for the FY 2024-25 vis-a-vis that of FY 2023-24 is as under:

	FY 2024-25		FY 2023-24		FY 2024-25	FY 2023-24
VERTICALS	Sales Qty MTA	Amt Rs. in crores	Sales Qty MTA	Amt Rs. in crores	% share in Revenue
Chemicals, Dyes and Dyes Intermediates	47,814	414.19	46,788	393.29	81%	81%
Fertilizer and Allied Products	57,583	98.55	54,826	93.66	19%	19%
Total		512.74		486.95	100%	100%

3. Changes in the Nature of the Business:

The Company continues to be engaged in the activities pertaining to manufacturing of Chemicals and Fertilisers products. There are no changes in the nature of business of the Company during the financial year under review.

4. Dividend:

Your Directors are pleased to recommend a Final dividend of Rs. 2.00/- (Rupees Two only) per equity share having face value of Rs. 10.00/- each for the financial year 2024-25. The dividend, as recommended above, if approved at the Annual General Meeting (hereinafter referred as "AGM" throughout the Report) by the members, would be paid within thirty days from the date of declaration of dividend to those Members/Beneficial holders whose names appear in the Register of Members as on Record Date/Book Closure Dated fixed for the said purpose. The total outgo towards dividend on equity shares amounts to Rs. 646.75 Lakhs.

The Register of Members and Share Transfer Books of the Company will remain closed for the purpose of payment of dividend for the financial year ended 31st March 2025 and the AGM which has been indicated in the Notice convening AGM. The dividend distribution Policy in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 ("hereinafter referred as Listing Regulations" throughout this Report) is attached as Annexure 2 to this Report and is also available on the Companys website at https://www.shreepushkar.com/ wp-content/uploads/2023/02/SPCFL-Dividend-Distribution-policy-final.pdf. The said Policy lays down various factors which are considered by the Board while recommending the dividend.

As per the Income Tax Act, 1961, the dividend paid or distributed by the Company shall be taxable in the hands of the shareholders. Accordingly, the Company makes the payment of the dividend after deduction of tax at source ("TDS").

5. Transfer to Reserves:

The Company does not propose to transfer any amount to the General Reserve for the financial year under review.

6. Preferential issue:

The members of the Company, at the 30th Annual General Meeting held on 29th September, 2023, approved the issue of 7,11,811 warrants convertible into equity shares for cash, at an issue price of Rs. 212.65 per warrant to the promoter of the Company by passing a special resolution. The Company had received In-principle approval from both the Stock Exchanges on 30th October, 2023 and the board of directors approved the allotment on 7th November, 2023 by passing Circular Resolution under Section 175 of the Companies Act, 2013 (hereinafter referred as "the Act" throughout this Report). Further, the Company had received Rs. 378.42 lakhs on 7th November, 2023 towards twenty five percent of the total consideration and Rs. 1,135.25 lakhs on 22^nd July, 2024 towards the balance amount against the allotment of equity shares upon conversion of warrants. Subsequently, the Company has allotted these equity shares on 22^nd July, 2024 to such Promoter. The necessary corporate actions with depositories and Listing approvals from Stock Exchanges were obtained.

7. Capital Structure: y Authorised Share Capital:

The Authorised Share Capital of the Company during the financial year 2024-25 was Rs. Thirty Two Crores Fifty Lakhs Only) divided into 3,25,00,000 (Three Crores Twenty Five Lakhs Only) equity shares of Rs. 10 (Rupees Ten) each. There has been no change in the Authorised Share Capital of the Company during the financial year 2024-25. y Issued, Subscribed and Paid-up Share Capital:

During the year under review, the Issued, Subscribed and Paid-up Capital of the Company was increased from Rs. 31,62,58,800/- (Rupees Thirty One Crores Sixty Two Lakhs Fifty Eight Thousand and Eight Hundred Only) divided into 3,16,25,880 (Three Crores Sixteen Lakhs Twenty Five Thousand Eight Hundred and Eighty Only) equity shares of Rs.10/- each to Rs. 32,33,76,910/- (Rupees Thirty Two Crores Thirty Three Lakhs Seventy Six Thousand and Nine Hundred Ten Only) divided into 3,23,37,691 (Three Crores Twenty Three Lakhs Thirty Seven Thousand Six Hundred and Ninety One Only) equity shares of Rs.10/- each.

The Issued, Subscribed and Paid-up, Capital of the Company during the year under review was increased pursuant to allotment of 7,11,811 shares to the promoter of the Company by way of preferential issue as mentioned above.

8. Material changes and commitments between the end of the financial year and date of the report affecting financial position:

There were no material changes and commitments that occurred after the close of the year till the date of this Report, which affected the financial position of the Company.

9. Details in respect of any scheme of provision of money for purchase of own shares by the Company:

During the year under review, there was no such scheme approved or initiated by the Company under Section 67 of the Act.

10. Acceptance of Deposit:

During the Financial Year 2024-25, the Company has not accepted any deposits from public within the meaning of Section 73 and Section 74 of the Act, therefore the disclosure under the Companies (Accounts) Rules, 2014, is not applicable to the Company.

The Company as at 31st March, 2025 has accepted loan from the following person who had furnished to the Company, a declaration in writing, to the effect that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others -

Name of Person	Nature of Relationship	Amount (INR in Lakhs.)
Mr. Gautam Gopikishan Makharia	Joint Managing Director	740.00

11. Matters Related to the Board of Directors: a) Composition:

The Board of Directors of the Company comprise of 6 Directors, who have wide and varied experience in different disciplines of corporate functioning. The present composition of the Board consists of Chairman and Managing Director, Joint Managing Director, Non-Executive and Non-Independent Director and Three Non-Executive and Independent Directors.

The details are as below: -

Name of Directors	Director Identification Number	Designation
Mr. Punit Gopikishan Makharia	01430764	Chairman & Managing Director
Mr. Gautam Gopikishan Makharia	01354843	Joint Managing Director
Mr. Ramakant Madhav Nayak	00129854	Non-Executive and Non-Independent Director
Mr. Satpal Arora	00061420	Non-Executive and Independent Director
Mr. Ishtiaq Ali	02965131	Non-Executive and Independent Director
Mrs. Barkharani Harsh Nevatia	08531880	Non-Executive and Independent Director

b) Retirement by Rotation:

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Ramakant Madhav Nayak, Non-Executive and Non-Independent Director of the Company, retires by rotation at the forthcoming 32^nd AGM and being eligible offers himself for re-appointment. c) Appointment and Reappointment of Directors:

At the ensuing 32^nd AGM of the Company, the Board based on the recommendation of the Nomination and Remuneration Committee has placed the following proposals for approval of the Members:- y Re-appointment of Mr. Punit Gopikishan Makharia (DIN:01430764) as the Chairman & Managing Director of the Company with effect from 1 st April, 2026 to 31st March, 2031; and y Re-appointment of Mr. Gautam Gopikishan Makharia (DIN:01354843) as the Joint Managing Director of the Company with effect from 1 st April, 2026 to 31st March, 2031. Mr. Punit Gopikishan Makharia and Mr. Gautam Gopikishan Makharia are not debarred from holding the office of Director on account of any order of SEBI or any other such authority. The Company has received the requisite Notices from a Member in writing proposing their re-appointment as Directors. At the 31st AGM of the Company, approval of the Members was taken for Remuneration payable to Mr. Punit Gopikishan Makharia (DIN:01430764) as the Chairman and Managing Director and Remuneration payable to Mr. Gautam Gopikishan Makharia (DIN:01354843) as the Joint Managing Director w.e.f. 1st April, 2024 upto the remainder period of their tenure of appointment i.e. 31st March, 2026. Further, the Board on the basis of performance evaluation and on the recommendation of the Nomination and Remuneration Committee has placed the following proposals for approval of the Members:- y Re-appointment of Mrs. Barkharani Harsh Nevatia (DIN:08531880) as the Independent Director of the Company, not liable to retire by rotation, for a second term of 5 (five) consecutive years commencing from 10 th November, 2025 to 9th November, 2030 (both days inclusive); and y Re-appointment of Mr. Ishtiaq Ali (DIN:02965131) as the Independent Director of the Company, not liable to retire by rotation, for a second term of 5 (five) consecutive years commencing from 12th August, 2026 to 11^th August, 2031 (both days inclusive).

The Nomination and Remuneration Committee, on the basis of performance evaluation of Mrs. Barkharani Harsh Nevatia and Mr. Ishtiaq Ali and taking into account the external business environment, the business knowledge, acumen, experience and the substantial contribution made by them during their tenure, has recommended to the Board that the continued association of Mrs. Barkharani Harsh Nevatia and Mr. Ishtiaq Ali as Non-Executive and Independent Directors would be beneficial to the Company. Mrs. Barkharani Harsh Nevatia and Mr. Ishtiaq Ali are not debarred from holding the office of Director on account of any order of SEBI or any other such authority. The Company has received the requisite Notices from a Member in writing proposing their re-appointment as Non-Executive and Independent Directors. d) Independent Directors:

In accordance with the provisions of Section 149(4) of the Act read with Regulation 17 of Listing Regulations and other applicable provisions, the following Independent Directors are on the Board of the Company:

1. Mr. Satpal Arora

2. Mr. Ishtiaq Ali

3. Mrs. Barkharani Harsh Nevatia

The Company has received the declaration of Independence from all the Independent Directors as per the Act and Listing Regulations and the Board satisfiedthat all the Independent Directors meet the criteria of Independence as mentioned in Section 149(6) of the Act, read with the Schedules and Rules issued there under, as well as under Listing Regulations. e) Board Meetings:

The Board of Directors of the Company met 4 times during the financial year. The maximum gap between two Board meetings did not exceed 120 days. The intervening gap between the meetings was within the period prescribed under the Act and Listing Regulations. The details of various Board Meetings and attendance of Directors are provided in the Corporate Governance Report forming part of this Annual Report. f) Separate Meeting of the Non-Executive and Independent Directors:

In accordance with the provisions of Schedule IV of the Act and Regulation 25(3) of Listing Regulations, a separate meeting of the Independent Directors was held on 11th February, 2025.

12. Directors Responsibility Statement:

Pursuant to provisions of Section 134(3)(c) of the Act, the Directors confirm that, to the best of their knowledge and belief: a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and there are no material departures; b) They had 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 care for the 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 going concern basis; e) They have laid down internal financialcontrols to be followed by the Company and that such internal financialcontrols are adequate and were operating effectively; and f) They had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

13. Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, a copy of the Annual Return in Form MGT-7 as on 31^st March, 2025 is available on the Companys website at https://www.shreepushkar.com/mgt-7/

14. Related Party Transactions:

The Company has in place a robust process for approval of Related Party Transactions and on Dealing with Related Parties.

The Board on the recommendation of the Audit Committee at its Meeting held on 11th February, 2025 amended the "Policy on Materiality of Related Party Transaction and dealing with Related Parties" in order to align it with the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 and Regulation 23 of Listing Regulations. This Policy is available on the website of the Company at https://shreepushkar.com/policies-and-code-of-conduct/. The Board of Directors have approved the criteria for making the omnibus approval by Audit Committee within the overall framework of the aforementioned Policy on Related Party Transactions. Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were placed before the Audit Committee and the Board of Directors for their noting on quarterly basis.

Further, transaction entered into with related parties have been disseminated in the format prescribed by stock exchanges pursuant to Regulation 23 of Listing Regulations.

The details of the Related Party Transactions as per Indian Accounting Standards are set out in the Financial Statements of the Company and details pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is attached as Annexure 3 to this Report.

All related party transactions entered into during the financial year were on an arms length basis and ordinary Related Party Transactions entered into by the Company with Promoters, business.Therearenoothermateriallysignificant Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

15. Board Evaluation:

As per the applicable provisions of the Act and Listing Regulations, the Board is required to carry out annual evaluation of its own performance and that of its committees and Individual Directors. Accordingly, the Board has carried out its annual evaluation of the performance along with the committees and Individual Directors as under: y The performance evaluation was carried out through a structured questionnaire seeking feedback about the Board composition and structure, effectivenessof Board processes, information and functioning, exercise of responsibilities in a bona fide manner in the interest of the Company, performance of the Board, its committees and individual Directors except himself by rating the performance on each question; y Accordingly, with the help of inputs received from all the Directors, a matrix reflecting the ratings was formulated and placed before the Board for formal annual evaluation by the Board of its own performance and that of its committees and individual Directors. The Board was satisfied with the evaluation Results. y Further, the Board is of the opinion that all the Non-Executive Directors have contributed throughout the process of Board andCommitteeMeetingofwhichtheyaremembersineffectivemanner as per their expertise in their field and needs of the organization. The suggestions and contributions of the Non-Executive Directors in the working of the Board and/or Committee were satisfactory.

16. Risk Management Policy:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives and thus in pursuance of the same it has formulated a Risk Management Policy.

We have an integrated approach to manage inherent risks in various aspect of our business. The Management of the Company continuously evaluates the existing Risk Management systems of the Company to make it more focused in identifying and prioritizing the risks, role of various executives in monitoring & mitigation of risk and reporting process. During the year the Management noted that there is no element of risk that may threaten the existence of the Company. The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. The details of composition and terms of reference and meetings of the Risk Management Committee are provided in Corporate Governance Report forming part of this Annual Report.

Policy relating to Risk Management can be accessed on companys website viz: https://shreepushkar.com/policies- and-code-of-conduct/

17. Vigil Mechanism:

The Vigil Mechanism as envisaged in the Act read with the Rules prescribed thereunder, and the Listing Regulations is implemented through the Companys Whistle-Blower Policy which provides a mechanism for the Directors, employees and all stakeholders of the Company to report genuine concerns (about unethical behaviour, actual or suspected fraud, or violation of the Code) and provides for adequate safeguards against victimisation of persons who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee.

The details of the Whistle Blower Policy is explained in the Corporate Governance Report and posted on the website of the Company at https://shreepushkar.com/policies-and-code-of-conduct/

18. Subsidiary, Joint Venture and Associate Companies:

As on 31st March, 2025, your Company had 2 Wholly owned Subsidiaries i.e. Kisan Phosphates Private Limited ("KPPL") and Madhya Bharat Phosphate Private Limited ("MBPPL"). The Company has no Associate and Joint Venture Company.

The Sales contribution from KPPL was Rs. 11,261.35/- lakhs, as against Rs. 9,826.70/- lakhs in the preceding year recording an improvement of 14.60%. The Sales contribution from MBPPL was Rs. 18,301.33/- lakhs, as against Rs. 14,256.28/- lakhs in the preceding year recording an improvement of 28.37%.

The Sale of Fertilisers in KPPL and MBPPL has been commendable recording a sale of 66,358 MT at Rs. 84.12 crores and 1,23,264 MT at Rs. 159.46 crores.

Further, in accordance with the relevant provisions of the Listing Regulations, the Company has a Policy for determining material Subsidiaries and the same is available on website of the Company at https://www.shreepushkar.com/policies-and-code-of-conduct/

Accordingly on the basis of the Financial Results of 31st March, 2025, the Company had two material subsidiaries namely KPPL and MBPPL. In addition to the above, Regulation 24(1) of the Listing Regulations requires that at least one Independent Director on the Board of Directors of the listed Company to be a Director on the Board of Directors of unlisted material Subsidiary, whether incorporated in India or not. Mrs. Barkharani Harsh Nevatia (DIN:08531880) an Independent Director of the Company was appointed as an Additional (Non-Executive and Independent) Director w.e.f. 5th June, 2025 of MBPPL and Non-Executive and Independent Director w.e.f. 3^rd June, 2022 of KPPL. Other requirements of Regulation 24 of Listing Regulations with regard to Corporate Governance for Subsidiary Companies have been complied with.

Further, the Board of Directors of MBPPL and KPPL have respectively at their Board Meetings held on 20th December, 2024, approved a scheme of amalgamation between MBPPL ("Transferor Company/First Applicant Company") with KPPL

("Transferee Company/Second Applicant Company") and their respective shareholders ("Scheme"). This Petition for Scheme of Amalgamation is pending before Honble National Company Law Tribunal, Mumbai Bench.

19. Consolidated Financial Statements:

In accordance with the provisions of the Act, Regulation 33 of Listing Regulations and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company along with all relevant documents and the Auditors Report for the financial year 2024-25, forms part of this Annual Report.

20. Internal Financial Control System and their Adequacy:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations and to maintain its objectivity and independence in accordance with the provisions of the Act. Further, such controls have been assessed during the year under review and based on the results of such assessments carried out by the Management, noreportablematerialweaknessorsignificantdeficiencies in the design or operation of internal financial controls was observed. and maintain its books of accounts. The SAP has been The CompanyusesSAP-ERPtoprocessfinancial setup to ensure adequacy of financial transactions and integrity & reliability of financial reporting. Further, the Internal Auditor assesses and promotes strong ethics and values within the organisation and facilitates maintaining and monitoring of the internal control environment. The Internal Auditor presents a quarterly report to the Audit Committee containing Significant audit observations/recommendations along with corrective actions thereon. Based on such Internal Audit Report, process owners are assigned with a responsibility to undertake corrective action in their respective areas.

21. Corporate Social Responsibility and Sustainability Initiatives:

The Company is committed to work towards the development of society since its inception. As a part of its initiatives under Corporate Social Responsibility ("CSR") and Sustainability, the Company has formed a CSR Committee. The objective of the Companys CSR and Sustainability Initiatives is to improve the quality of life of communities through long-term value creation for all stakeholders.

The Company has in place a CSR policy which provides guidance to conduct CSR activities of the Company. The policy is available on the website of the Company at www.shreepushkar.com The purpose of CSR Committee is to formulate and recommend to the Board, a CSR Policy, which shall indicate the initiatives to be undertaken by the Company, recommend the amount of expenditure the Company should incur on CSR activities and to monitor from time to time the CSR activities and policy of the Company.

Further, the Chief Financial Officer of the Company has certified that the funds disbursed have been utilised for the purpose and in the manner approved by the Board for FY 2024-25.

The Annual Report on CSR activities, in terms of Section 135 of the Act and Rule 8 (1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time is attached as Annexure 4 to this Report.

22. Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo:

The particulars as required under the provisions of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are attached as Annexure 5 to this Report.

23. Particulars of Loans, Guarantees and Investments under Section 186 of the Act:

Details of Loans granted, Guarantees given or Investments made during the year under review which are covered under the provisions of Section 186 of the Act, if any, are given in the notes to the Financial Statements.

24. Key Managerial Personnel:

The following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: y Mr. Punit Gopikishan Makharia Chairman and Managing Director; y Mr. Gautam Gopikishan Makharia Joint Managing Director; y Mr. Deepak Beriwala Chief Financial Officer; y Mr. Nitesh Pangle Company Secretary and Compliance Officer (upto th August, 2024); and y Mr. Pankaj Manjani - Company Secretary and Compliance Officer (w.e.f. 16 th August, 2024)

25. Board Committees:

In accordance with the Act, Listing Regulations and other applicable laws and as a part of best governance practices, the Company has constituted following Committees of the Board: i. Audit Committee; ii. Nomination and Remuneration Committee; iii. Stakeholders Relationship Committee; iv. Corporate Social Responsibility Committee; and v. Risk Management Committee.

The brief details of above committees are given below: a) Audit Committee:

The composition of the Audit Committee is in conformity with the provisions of Section 177 of the Act and Regulation 18 of Listing Regulations. The Audit committee comprises of: i. Mr . Satpal Arora, Chairman; ii. Mr. Punit Gopikishan Makharia, Member; iii. Mrs. Barkharani Harsh Nevatia, Member; and iv. Mr. Ishtiaq Ali, Member.

The scope and terms of reference of the Audit Committee is in accordance with the Act and the Listing Regulations. There were four meetings of the Audit Committee during the year. During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

The Members are requested to refer to the Corporate Governance Report for further details as to the date of Meeting of the Committees etc. b) Nomination and Remuneration Committee:

The composition of the Nomination and Remuneration Committee is in conformity with the provisions of Section 178 of the Act and Regulation 19 of Listing Regulations. The Nomination and Remuneration Committee comprises of: i. Mr. Satpal Arora, Chairman; ii. Mr. Ramakant Nayak, Member; and iii. Mr. Ishtiaq Ali, Member.

The scope and terms of reference of the Nomination and Remuneration Committee is in accordance with the Act and the Listing Regulations.

The Members are requested to refer to the Corporate Governance Report for further details as to the date and number of Meeting of the Committees etc. c) Stakeholders Relationship Committee: The Stakeholders Relationship Committee is constituted in accordance with the requirements of Section 178 of the Act and Regulation 20 of Listing Regulations. The Stakeholders Relationship Committee comprises of: i. Mr. Ramakant Nayak, Chairman; ii. Mr. Satpal Arora, Member; and iii. Mr. Ishtiaq, Ali, Member.

The scope and terms of reference of the Stakeholders Relationship Committee is in accordance with the Act and the Listing Regulations.

The Members are requested to refer to the Corporate Governance Report for further details as to the date and number of Meeting of the Committees etc. d) Corporate Social Responsibility Committee:

As per the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility Committee. The composition of the CSR Committee of the Company is as under: i. Mr. Punit Gopikishan Makharia, Chairman; ii. Mr. Satpal Arora, Member; and iii. Mr. Gautam Makharia, Member.

The scope and terms of reference of the Corporate Social Responsibility Committee is in accordance with the the Listing Regulations.

The Members are requested to refer to the Corporate Governance Report for further details as to the date and number of Meeting of the Committees etc. e) Risk Management Committee:

The Risk Management Committee is constituted by the Board of Directors of the Company in accordance with the requirements of Regulation 21 of Listing Regulations. The Risk Management Committee comprises of: i. Mr. Punit Gopikishan Makharia, Chairman; ii. Mr. Ramakant Nayak, Member; and iii. Mrs. Barkharani Harsh Nevatia, Member.

The scope and terms of reference of the Risk Management Committee is in accordance with the Listing Regulations. The Members are requested to refer to the Corporate Governance Report for further details as to the date and number of Meeting of the Committees etc.

26. Particulars of Employees as per Section 197(12) of the Act:

The information as required under Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure 6 to this Report. During the year under review, there was No employee who was: (i) Employed throughout the financial year and received the remuneration of one crore and two lakh rupees in the aggregate; or (ii) Employed for a part of the financial year and received the remuneration of eight lakh and fifty thousand rupees per month in the aggregate.

27. Policy on appointment and remuneration of Directors:

The Nomination and Remuneration Committee has put in place the Policy on Appointment and Remuneration of Directors which takes into consideration qualificationand wide experience of the Directors in the fields of banking, finance, regulatory, administration, legal etc.

Further, the Policy of the Company has been structured in accordance with the provisions of the Act and in order to match the market trends of the Chemicals and Fertilisers industry. The Remuneration payable to Executive Directors is determined on various factor including the contributions made by the respective Director for the growth of the Company.

The Policy on Appointment and Remuneration of Directors and Key Managerial Personnel is available on the website of the Company www.shreepushkar.com and is attached as Annexure 7 forming part of this Report. We affirm that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

28. Auditors and Auditors Report:

M/s. S. K. Patodia & Associates, Chartered Accountants having Firm Registration No. 112723W were appointed as Statutory Auditors for a period of 5 years from the conclusion of 28th AGM held on 24th September, 2021 until the conclusion of the 33^rd AGM of the Company in accordance with the provisions of the Section 139 of the Act.

The Auditors Report for the financial year ended 31st March, 2025, on the financial statements of the Company forms part of this Annual Report and such Report is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.

29. Cost Records and Audit:

The Company is required to maintain cost records for certain products as specified by the Central Government under subsection (1) of Section 148 of the Act and accordingly such accounts and records are made and maintained in the prescribed manner.

The Board had appointed Mr. Dilip M. Bathija, Cost Accountant, as Cost Auditor for conducting the audit of cost records of the Company for the Financial Year 2024-25 at a remuneration of Rs. 70,000/- (Rupees Seventy Thousand Only) plus Goods and Services Tax as applicable and out of pocket expenses which was ratified by Members at the 31 st AGM of the Company held on 28th September, 2024.

Further, the Board has at its Meeting held on 12th August, 2025 based on the recommendation of the Audit Committee, appointed Mr. Dilip M. Bathija, Cost Accountant, as the Cost Auditor of the Company to conduct the audit of cost records of certain products for the financial year 2025-26.

The remuneration proposed to be paid to the Cost Auditor is Rs. 90,000/- (Rupees Ninety Thousand Only) plus Goods and Services Tax as applicable and out of pocket expenses, if any, subject to ratification by the Members of the Company at the ensuing 32^nd AGM.

The Company has received consent from Mr. Dilip M. Bathija, Cost Accountant, to act as the Cost Auditor for conducting along with a certificate arms auditofthecost records for the financial length relationship.

Pursuant to Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, appropriate Resolution seeking your ratification to the remuneration of the said Cost Auditor is included in the Notice convening the 32^nd AGM of the Company.

30. Secretarial Audit and Secretarial Compliance Report: a) Secretarial Audit Report:

The Board had appointed M/s. DSM & Associates, Peer Reviewed Practicing Company Secretaries Firm, to carry out Secretarial Audit of the Company and its Material subsidiaries i.e. Kisan Phosphates Private Limited and Madhya Bharat Phosphate Private Limited under the provisions of Regulation 24A of Listing Regulations and Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Accordingly, the Secretarial Audit Report of the Company issued by M/s. DSM & Associates, Peer Reviewed Practicing Company Secretaries Firm is attached as Annexure 8 to this Report.

Further, the Secretarial Audit Report of Material subsidiaries i.e. Kisan Phosphates Private Limited and Madhya Bharat Phosphate Private Limited is attached as Annexure 8(A) and Annexure 8(B) respectively to this Report. The Secretarial Audit Reports does not contain any qualification, reservation or adverse remark or disclaimer. b) Appointment of Secretarial Auditor:

As per the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, every listed entity and its material unlisted subsidiaries is required undertake a Secretarial Audit. Further in terms of provisions of Regulation 24(2) of Listing Regulations, every listed entity shall submit a secretarial compliance report in such form as specified, to stock exchanges, within sixty days from end of each financial year which shall be signed only by the Secretarial Auditor or by a Peer Reviewed Company Secretary who satisfies the conditions mentioned in sub-regulations (1A) and (1B) of such Regulation.

In view of the above, the Board of the Company at its Meeting held on 12th August, 2025 based on the recommendations of the Audit Committee and subject to approval of the shareholders at the ensuing AGM, approved the appointment of M/s DSM & Associates, Peer Reviewed Practicing Company Secretaries Firm as the Secretarial Auditor of the

Company for a period of 5 (five) consecutive years, commencing from 1 st April, 2025 to 31st March, 2030, to conduct Secretarial Audit of the Company and to furnish the Secretarial Audit Report(s). M/s. DSM & Associates, an embryonic firm of Practicing Company Secretaries, brings in the diverse experience in Corporate Law matters and assurance of timely compliance, advisory services for its various clients. Their involvement will help ensure the Company remains steadfast in Meeting its obligations under applicable laws, regulations, and Secretarial Audit standards. c) Secretarial Compliance Report: Pursuant to Regulation 24(2) of Listing Regulations, the Secretarial Compliance Report for the financial year 31^st March, 2025 in relation to compliance of all applicable SEBI Regulations/circulars/guidelines issued thereunder is attached as Annexure 9 to this Report. The Company has complied with Secretarial Standards-1 and 2 issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings respectively.

31. Reporting of Frauds:

During the year under review, the Statutory Auditors, Cost Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act. 32. Compliance with the provisions of Secretarial Standard-1 and Secretarial Standard-2:

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings respectively, have been duly complied by your Company.

33. Management Discussion and Analysis Report:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(3) and Part B of Schedule V of Listing Regulations, is attached as Annexure 10 to this Report.

34. Corporate Governance:

The Company consistently prioritizes conducting its affairs with vigilance, clarity, fiduciaryobligation, and answerability enterprise stewardship underpins exceptional organizational achievement. reaffirming

At Shree Pushkar Chemicals & Fertilisers Limited, we ensure that we evolve and follow the good Corporate Governance practices. Pursuant to the provisions of Listing Regulations, the ReportonCorporateGovernanceandtheCertificateregarding Compliance of Conditions of Corporate Governance issued by M/s. DSM & Associates, Peer Reviewed Practicing Company Secretaries Firm is attached as Annexure 11 to this Report.

35. Code of Conduct:

The Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standard of business ethics. In recognition thereof, the Board of Directors have implemented a Code of Conduct for adherence by Directors, Key Managerial Personnel, Senior Management Personnel and Employees of the Company. The Code of Conduct is dealing with ethical issue and also fosters a culture of accountability and integrity. The Code is in accordance with the requirements of the Act and Listing Regulations and has been posted on the Companys website https://www.shreepushkar.com/policies-and-code-of-conduct/ All the Board members and Senior Management Personnel have confirmed compliance with the Code.

36. Code under SEBI (Prohibitions of Insider Trading) Regulations, 2015:

In accordance with the provisions of SEBI (Prohibitions of Insider Trading) Regulations, 2015, the Company has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct to regulate, monitor and report trading by its employees and other connected persons ("Insider Trading Code") as approved by the Board.

The Insider Trading Code inter-alia prohibits Insiders including Designated Persons from trading in the shares and of the Company or counsel any person during any period when the Unpublished price sensitive information is available with them.

Further, the Board at its Meeting held on 16th May, 2025 amended the Insider Trading Code for aligning it with the SEBI

(Prohibition of Insider Trading) (Amendment) Regulations, 2025.

The amended Insider Trading Code is available on the website of the Company at: https://www.shreepushkar.com/policies-and-code-of-conduct/

37. Investor Education and Protection Fund:

In accordance with the provisions of Sections 124 and 125 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") and other applicable provisions of the Act, dividends that remain unpaid/unclaimed for a period of seven years are required to be transferred to the account administered by the Central Government i.e. Investor Education and Protection Fund Authority ("IEPFA").

Further, the aforementioned provisions mandate companies to transfer all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more in the name of IEPF.

Accordingly, during the year under review, the unclaimed/unpaid dividend amount of Rs. 3,45,060/- for the financial year 2016-17 was transferred to IEPF and 313 corresponding shares on which dividends were unclaimed for seven consecutive years were transferred to the Demat Account of IEPFA. In accordance with the said IEPF Rules, the Company had sent notices to all the Shareholders whose shares were due for transfer to the IEPFA and simultaneously published newspaper advertisement.

The voting rights on these shares shall remain frozen until the rightful owner claims the shares.

The Company has appointed a Nodal Officer under the provisions of IEPF Rules, the details of which are available on the website of the Company at the Web-link: https://www.shreepushkar.com/investor-service-contact/ Pursuant to the provisions of IEPF Rules, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company on the website of the Company at www.shreepushkar.com and also on the website of the MCA at www. iepf.gov.in During the year there was no transfer of shares to IEPF suspense account.

38. Finance:

Cash and cash equivalents as on 31st March, 2025 was Rs. 21.99 lakhs as compared to earlier year where it was Rs. 30.40 lakhs). The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

39. Continuous Listing:

Your Company remained listed on National Stock Exchange Limited and BSE Limited during the year under review. Also, the Company has paid the listing fees and complied with Listing Regulations.

40. Human Resource:

During the year under review, the Company has maintained consistently cordial and harmonious relationships with its workforce at all levels. We view our employees as integral teammates and recognize them as one of our most valuable assets essential to enhancing organizational effectiveness. By fostering a genuine sense of belonging, we inspire dedication and loyalty, reinforcing adherence to the Companys policies and systems. This positive workplace environment not only strengthens human resources but also elevates their contributions to the overall success of the organization.

41. Business Responsibility and Sustainability Report:

The Business Responsibility and Sustainability Report ("BRSR") as stipulated under Regulation 34(2)(f) of Listing Regulations describing the initiatives taken by Company from environmental, social and governance perspective, has been appended herewith as Annexure "12".

The BRSR is intended towards having quantitative and standardized disclosures on ESG parameters to enable comparability across companies, sectors and time. Such disclosures will be helpful for investors to make better investment decisions. The BRSR shall also enable companies to engage more meaningfully with their stakeholders, by encouraging them to look beyond financials and towards social and environmental impacts.

42. Prevention of Sexual Harassment at Workplace:

The Company has in place a policy for prevention of sexual harassment of its employees at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy covers all employees so they could directly make complaints to the committee, if such a situation arises. The Company affirms that during the year under review, the Company has complied with the provisions relating to Internal Complaints Committee. The following are details of cases received by the Internal Complaints Committee during the year under review: (a) number of complaints of sexual harassment received in the year : NIL

(b) number of complaints disposed off during the year : NIL (c) number of cases pending for more than ninety days : NIL

43. Maternity BenefitAct, 1961:

The Company has complied with the provisions of Maternity BenefitAct, 1961.

44. Miscellaneous:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/ events on these items during the year under review: y Issue of equity shares with differential rights as per the provisions of theAct; y Issue of sweat equity shares as per the provisions of the Act; y Significantor material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys operation in future; y Issue of shares under Employees Stock Option Scheme as per the provisions of the Act; y Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016); and y Revision of financial statements and Boards Report under Section 131 of the Act.

Further, the Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence 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 along with the reasons thereof is not applicable.

45. Acknowledgement:

Your Directors take this opportunity to express their gratitude to all Shareholders, Investors, clients, vendors, bankers, Regulatory and Government authorities, Stock Exchanges, business associates and other stakeholders for their cooperation, encouragement and continued support extended to the Company. Your Directors also wish to place on record their appreciation to the Associates for their steadfast support and unstinting efforts in ensuring an excellent all round operational performance at all levels.

For and on behalf of the Board of Directors of Shree Pushkar Chemicals & Fertilisers Limited

Sd/-

Punit Gopikishan Makharia

Chairman & Managing Director

DIN: 01430764

 

Date: 12 August, 2025

Place: Mumbai