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Agro Phos India Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your directors have pleasure In presenting their 23^rd Annual Report on the business and operations of the company together with the Standalone and Consolidated Audited Statement of Accounts for the year ended 31st March, 2025.

1. FINANCIAL HIGHLIGHTS

During the year under review, performance of your company was as under:

(Amount in Lacs)
Particulars	Standalone		Consolidated
Particulars	Year ended 3 l^rt March. 2025	Year ended 31** March, 2024	Year ended 31st March, 2025	Year ended 31st March, 2024
Revenue from operation and Other Income	12,078.76	10,444.52	12,078.76	10.444.52
Less: Expenditure	11,168.94	11,495.01	11.168.94	11.495.01
Profit/(Loss) before tax	909.82	(1,050.49)	888.01	(1,052.82)
Less: Tax Expense Income tax (current year) MAT Credit Income tax paid for earlier years Deferred tax	172.75 0.00 0.00 211.48	0.00 0.00 0.00 (285.04)	172.75 0.00 0.00 211.48	0.00 0.00 0.00 (285.04)
Profit/(Loss) alter tax	525.60	(765.45)	503.78	767.78
Other Comprehensive Income	17.30	12.84	17.30	12.84
Total Comprehensive Income for the Year	542.89	(752.61)	521.08	(754,94)

2. FINANCIAL PERFORMANCE

Standalone Performance:

During the year under review, the company has achieved Turnover of Rs. 12078.76 Lacs as compared to the turnover of the previous year 10,444.52 Lacs. Profit of the company for the current financial year was Rs. 525.60 lacs as compared io Rs. (765.45) Lacs in previous year reflecting a significant turnaround in operational.

During the year, the company had Modified Accounting Policy effective from 01.04,2024: The policy of recognition of SSP Subsidy is now recognized at a point in time i.e. when control of the goods has transferred to buyer, rather than recognizing it when goods sold to end user / farmer and bill generated through 1MFS System. This change in accounting policy was made to provide more accurate and timely recognition of revenue from Subsidy.

In July, 2025, the Company has signed a Business Acquisition Agreement-cum-Memorandum of Understanding (MoU) with Bharat Phosphate & Chemicals Private Limited for Its acquisition. In one or more tranches, during FY 2025-26. Upon completion, it will become a wholly-owned subsidiary of Agro Phos (IndiaJ Limited.

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The audited consolidated financial statements incorporating the duly audited financial statements of the associate namely Shri Tulsi Phosphate Limited, as prepared In compliance with the Companies Act, 2013 (''the Act''), Listing Regulations, 2015 and in accordance with the Indian Accounting Standards specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 along with all relevant documents and the independent Auditors'' Report thereon forms part of this Annual Report.

Pursuant to the provisions of section 12R(3) of the Act read with the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Companyâs associate for the financial year ended on 31** March, 2025 in Form AOC-1 (Enclosed herewith as Anncxurc B" forms part of this Annual Report

During the financial year under review, on a consolidated basis, the Company recorded a total revenue of Rs. 12,078.76 Lakhs as against Rs 10,444.52 Lakhs in the previous year. The profit for the year stood at Rs. 503.78 Lakhs as compared to a loss of Rs. 767.78 Lakhs In the previous year. Consequently, the Earnings per Share ("EPS") unproved to Rs. 2.48 as against a negative EPS of Rs. (3.78) in the previous year.

3. CHANGE IN NATURE OP BUSINESS

During the year, there has not been any change in the nature of the Business.

4. DIVIDEND

The Board of Directors has recommended a final dividend of Re.l/- per equity share of face value of Rs.l 0/- each for the financial year ended March 31,2025 (Previous Year: Nil). The said dividend and deduction of tax at source as required under the law, if approved by the shareholders at the ensuing Annual General Meeting, will be paid to those members whose names appear In the Register of Members/Beneflcial Owners as on the Record Date fixed for this purpose. The Company has adopted the Dividend Distribution Policy and the said policy is available on the website of the Company at https://www.agrophos.com/company-policics/

5. AMOUNT TRANSFERRED TO RESERVE

The Company has appropriated a profit of Rs. 525.60 lakhs to the Free Reserve during the year under review.

6. DEPOSITS

The Company did not accept any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the rules made there under.

7. INSURANCE

Your directors informed that all the fixed assets of the company are adequately insured.

8. SHARK CAPITAL

a) Authorized Capital

There were no changes have been made in the Authorized Capital of the company during the financial year 2024-25. The current Authorized Capital of the company is Rs. 21,00,00,000/- divided into 21000000 equity Shares of Rs. 10 each.

b) Issued Subscribed and Paid-up Share Capital

The issued, subscribed and paid-up share Capital of the Company is same as in the previous Year J.e. Is Rs. 20,27,41,150/- divided into 20274115 equity Shares of Rs. 10 each: that means no further issue or bonus issue was brought by company.

9. HUMAN RESOURCE & INDUSTRIAL RELATIONS

The Industrial relations of the company were harmonious with suppliers, customer''s employees, factory labor, financial leaders, as the company''s promoter is having a great Influence in the fertilizer indusuy of middle east of India which always supposed to turned into some wonderful corporate relation of company among others in this industry, also management is striving their efforts toward the harmonious relation with vendors, raw material suppliers, purchasers, Governments Bodies and other stakeholders.

Your company is always having concern about its employee and labor as a part of this your company was arranged all necessary arrangement for safety of health of our employees as availability of Primary medical treatment facility at corporate office and plant premises.

Company is having system to provide loan facility without interest or lesser interest as per the salary slab criteria to needy employees so as to assure timely help to them to face any untoward or any to fulfil their needs.

Company always welcomes from its employee about any fadlities/aid they can serve to them and management always do their best to promote practice of collective bargaining, trade unionism, and harmonious labor-management relations, provide friendly environment and comfort to company''s employees so that they may explore their maximum output throughout the year. We also would like to place on record our sincere appreciation to the cooperation extended by all the employees in maintaining cordial relations.

10. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis, forming part of this report as required under Regulation 34 of Securities and Exchange Board of India (.Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached as "Annexurc-A" separately to this Report

11. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of the knowledge and belief and according to the information and explanations obtained by them, your Directors confirms the following statements in terms of Section I34(3)(c) of the Companies Act 2013:

a. Thai In the prop a ration of the annual accounts for the year ended 31* March, 202S. the applicable accounting standards have been followed along with proper explanation relating to material departures, If any;

b. That such accounting policies as mentioned in the Financial Statements have been selected and applied consistently. Such Judgments and estimates have been made that are reasonable and prudent so 3S to give a true and fair view of the state of affairs and of Profit of the Company for the financial year ended on 31â March, 2025.

c. That they have taken proper and sufficient care for the maintenance of adequate accounting records In accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. That they have prepared the Annual Accounts on a going concern basis;

e. That they have laid down internal financial controls for the company and such internal financial controls were adequate and were operating effectively.

f. That they have devised proper systems to ensure compliance with the provisions of all applicable laws and such system are adequate and operating effectively.

12. CORPORATE GOVERNANCE REPORT

The Company believes in adopting best practices of corporate governance. As per Regulation 34 of the SEBI Listing Regulations, a separate section on corporate governance practices followed by the Company, together with a certificate from M/s Ncelesh Gupta & Co., Practicing Company Secretary, Indore on compliance with corporate governance norms under the SEBI Listing Regulations, is provided in Corporate Governance Report which forms part of this Annual Report.

13. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Changes in Directors:

I. Cessation of Directors:

â¢ On 2^nd September, 2024, Mr. Tushar Dave has resigned as an Independent Director due to personal reasons and pre-occupation elsewhere.

â¢ On 29* May, 2025, Ms. Shweta Bhamare has resigned as an Independent Director due to personal reasons and pre-occupation elsewhere.

II. Appointment of Directors

Pursuant to provisions of Companies Act, 2013 [âthe Actâ), nn the recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on:

â¢ 17^lh August. 2024 appointed Mr. Mahesh Kumar Agarwal as an Additional Director in the capacity of Independent Director with effect from 17th August, 2024 uptn the 22^nd Annual General Meeting and further regularized his office in 22^nd Annual General Meeting.

â¢ On 14* August- 2025, Ms. Maya Vishwakarma Agarwal as an Additional Director in the capacity of Independent Director with effect from 14th August, 2025 uptothe 23^rd Annual General Meeting.

III. Retirement by Rotation:

The independent directors hold office for a fixed terra not exceeding five years from the date of their appointment and are not liable to retire by rotation.

However as per the provision of the Companies Act, 2013 and as per the Article of association of the company Mr. Vishnu Kant Gupta, Director of the company, who has longest in the office are become liable to retire by Rotation in ensuing Annual General Meeting and, being eligible have offered their candidature for re-appolnimenL

Brief details of Mr. Vishnu Kant Gupta, Director, who are seeking re-appointment, are given in the notice of Annual General Meeting.

14. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATES

As on March 31, 2025. the Company does not have any subsidiary or Joint venture. Also our company is not a subsidiary to any other company,

The Company has an associate Company namely Shri Tulsi Phosphate Limited with the meaning of Section 2(6) of the Companies Act. 2013 ("Act") since 11.09.2023 as Company had acquired 2,900,000 equity shares

at face value of Rs. 10/- each of Shrl TuJsi Phosphate Limited holding 24.17%.

Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements, are available on the website of the Company wvwv.agi ophos.com

Further, Pursuant to the provisions of Section 129 of the Companies Act, 2013, a statement containing die salient features of financial statements of the Company''s associate In Form AOC-1 forms part of this report (Annexure B).

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

As stipulated by die Code of Independent Directors under the Companies Act, 2013: a separate meeting of the Independent Directors of the Company was held on 10''* August, 2024 to review die performance of Non-Independent Directors (Including the Chairperson) and the entire Board. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge dieir duties.

16. COMMITTEES OF THE BOARD

The Company is having required committees of Board of Directors as per die provisions of the Companies Act. 2013 and SEBI (Listing Obligations and Disclosures Requirements), Regulations 2015, all the committees are having required composition of Executive & Non-Executive Directors as chairperson as well as members. The Board has the following statutory committees as per die requirements of the SEBI Listing Regulations and the Act:

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Corporate Social Responsibility Committee

â¢ Stakeholders'' Relationship Committee

During the FY 2024-2025, Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committees have been re-constituted on 03^,d September, 2024 as the existing member namely Mr. Tushar Dave has resigned from the post of Directorship (Including Board Committees Membership) on 02^nd September, 2024. Therefore, Mr. Mahesh Kumar AgarwaL Non-Executive Non-Independent Director of the company was appointed member of Committees in Board Meeting held on 03"³ September, 2024.

The Complete details of the committee and Its Meeting are given In corporate governance portion of this Report for FY 2024-2025.

17. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6] of the Companies Act. 2013 and Regulation 25 of SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015.

18. CODE OF CONDUCT COMPLIANCE

The declaration signed by the Chief Financial Officer affirming compliance with the Code of Conduct by Directors and Senior Management, for the Financial Year ended March 3L, 2025, is given in Report on Corporate Governance, which forms a part of this Annual Report.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2024-25 In die prescribed format, AOC- 2 as Anncxure-B has been enclosed with the report. Further it was observed that all transactions with the related parties are at arm ''s length basis 3nd In ordinary course of business of company. Details of the transactions were placed before audit committee for their review. An Omnibus approval from the Audit Committee was obtained for transactions which are of repetitive nature.

In terms of Regulation 23(9) of the Listing Regulations, tire Company submits on the date of publication of financial results, the half yearly disclosures of related party transactions.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has complied with the applicable provisions of Section 186 of the Act during the under review. During the reporting financial year, there stood an outstanding advance loan given to one Body Corporate. Also, there stood an investment made by the company in the two body corporates. The complete details on loan, guarantee. Security or Investment are given in the notes to the Financial Statements.

21. VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the requirement of Section 177 (9) of the Companies Act. 2013, and Regulation 22 of the SEBI (Listing

Obligations and Disclosure Requirements} Regulations, 2015, the Company has established a Vigil Mechanism called the Whistle Blower Policy for Directors and Employees to report concern of unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy and the details of the Whistle Blower Policy has been uploaded on the Company''s website htip:// www-agrophos.con>

However, during the financial year company was not recorded any case of unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy.

22. MATERIAL CHANCES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report except the following change:

â¢ With effect from current financial year J.e. FY 2024-2025, the company has changed its accounting policy of recognizing of SSP Subsidy in respect of sale of goods. The subsidy is now recognized at a point in time to. when control of the goods has transferred to buyer, rather titan recognizing it when goods sold to end user / farmer and bill generated through IMFS System. This change in accounting policy Was made to provide more accurate and timely recognition of revenue.

â¢ The Company has signed a Business Acquisition Agreement-cum-Memorandum of Understanding (MoU) with Bharat Phosphate & Chemicals Prtvate Ltd. for its acquisition. In one or more tranches, during FY 2025-26. Upon completion, it Wall become a wholly-owned subsidiary of Agro Phos (India) Limited.

23. CONSERVATION OF ENERGY. TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of Energy. Technology, Absorption, Foreign Exchange Earnings and Outgo are dlsdosed In "Annexure-C" enclosed with this Report.

24. RISK MANAGEMENT POLICY:

The Company has adequate risk management process to Identify and notify the Board of Directors about the risks or opportunities that could have an adverse impact on the Company''s operations or to that could be exploited to maximize the gains. The processes and procedures are in place to act in a time bound manner to manage the risks or opportunities.

After conclusion of the whole year your board are in the following view

â¢ There were no internal disputes or mismanagement was observed during this whole year.

â¢ We have not recorded any human loss during the reporting financial year and up to the date of this report.

25. AUDITORS, THEIR REPORT & COMMENTS BY THE MANAGEMENT Statutory Auditors

Pursuant to provisions of section 139 of the Companies Act. 2013 and rules made there under and on

recommendation of the audit committee M/s. Ashok Khasgftvala & Co., LLP Chartered accountants were Re-appointed as Statutory auditors of the company for a further period of Five years commencing from the year 2022-23 to 2026-27 in the Annual General Meeting held on 30th September 2022.

In respect to Audit conducted for the year under review, our Board is pleased to inform that the notes on accounts referred to and the Auditors'' Report are self-explanatory and therefore do not call for any explanatory note.

No fraud has been reported by the Auditor to the Audit Committee or the Board.

Cost Auditor

The Board of Directors, in pursuance of an order under section 148 of the Companies Act, 2013, read with Rule 14 of the Companies (Audit & Auditors) Rules, 2014, issued by the Central Government and on the recommendation of Audit Committee appointed M/s. M.P. Turakhla & Associates, Cost Accountants, as Cost Auditors to conduct audit of the cost accounts maintained by the Company in respect of Fertilizers manufactured for the financial year 2024-25. However, tire company received Resignation letter from M/s. M.P. Turakhia & Associates, Cost Accountants (FRN: 000417) pursuant to their resignation dated 19* August, 2025 citing unavoidable reasons and expressing their inability to continue as Cost Auditor of the Company for the financial year 2024-25. Therefore, the Board of Directors of the Company in its board meeting dated 22^nd August, 2025 has appointed M/s. Sudeep Saxena & Associates, Cost Accountants (Registration No.: 100980) as Cost Auditors for the financial year ended March 31, 2025, to fill the casual vacancy caused by the resignation of M/s. M.P. Turakhia & Associates. Cost Accountants (FRN: 000417) and accordingly, a resolution for seeking Members ratification for the remuneration payable to the Cost Auditors for the FY 2024-25, would be placed before the forthcoming 23rd AGM of the Company. The Cost Auditor is expected to file the cost audit report with Central Government within the specified period.

FUrtfaer, the Board In its Board Meeting dated 14th August, 2025 on the recommendation of the Audit Committee has approved the appointment of M/s. Sudeep Saxena & Associates. Cost Accountants (FRN: 100980) as Cost Auditors for the financial year ended March 31, 2026, at a remuneration of Rs. 1,20,000/-(Rupees One Lac Twenty Thousand only) plus GST as applicable and reimbursement of out-of-pocket expenses in accordance with the provisions of Section 148 of the Companies Act, 2013 and accordingly, a resolution for seeking Members ratification for the remuneration payable to the Cost Auditors for the FY 2024-25, would be placed before the forthcoming 23^rd AGM of the Company.

Internal Auditor

The Company has an Internal Control System, commensurate with the size, scale and complexity of Its operations. The scope and authority of the Internal Audit function is defined. The Audit Committee of tire Board of directors actively reviews the adequacy and effectiveness of the Internal Control System and suggest Improvements to strengthen the same. Tn maintain Its objectivity and Independence, the Internal Auditor

reports to the Chairperson of the Audit Committee of the Board. Based on the report of internal audit function. Company undertakes corrective action in their respective areas and thereby strengthen the controls. Recommendations along with corrective actions thereon are presented to the Audit Committee of the Board and accordingly implementation has been carried out by the Company.

Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Neelesh Gupta & Co.. Practicing Company Secretaries, to conduct Secretarial Audit for the Financial Year 2024-25. The Secretarial Audit Report for the Financial Year- ended on March 31,2025 Is annexed herewith marked as Annexure-D to this Report.

The Securities and Exchange Board of India (SEBI), through recent amendments to Regulation 24A of the SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015, has mandated that Secretarial Auditors may be appointed or re-appointed by the shareholders, based on the recommendation of die Board of Directors, for a maximum of two terms of five consecutive years each, at the Annual General Meeting. In compliance with the above requirement, the Board of Directors, upon the recommendation of the Audit Committee, proposes the appointment of M/s NPG & Co., as the Secretarial Auditor of the Company for a term of five consecutive financial years, commencing from Financial Year 2025-26 to Financial Year 2029-30, subject to the approval of the members of the Company in the ensuing Annual General Meeting.

Annual Secretarial Compliance Report

As per Reg. 24A of SEBI(LODR), Regulations 2015 and SEBI Circular dated 08^,h February 2019. all listed companies have to obtain Annual Secretarial compliance report from Company Secretary in practice, and pursuant to which your company has obtained ASCR for FY. 2024-2025 from Secretarial Auditor namely M/s. Neelesh Gupta & Co. and said report contain the same remarks or Observations as mentioned above in respect to Secretarial Audit report and board comments over the same is simultaneously mentioned there.

Reporting of fraud by auditor

During the year under review, none of the above-mentioned auditors have reported any instances of fraud committed against the company by its officers or employees, to the audit committee under section 143 (12) of Companies Act, 2013.

26. FOREIGN EXCHANGE EARNINGS AND OUTGO

A detailed report on Corporate Governance, along with certificate on corporate governance forming part of this report as required under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Is attached separately as â"Annexure-E" to this report

CSR Is not made applicable to the Company pursuant to the profitability of the company In the previous year. The Company has a Corporate Social Responsibility Policy as per the requirements of the Act and the same is available on the website of the Company.

During the year, the CSR Company has made some investment in CSR Related activities in appropriate activities. Complete Detail about CSR are disclosed in "Annexure-F" to this Report.

28. MANAGERIAL REMUNERATION:

Company has paid total managerial remuneration amounting to Rs. 64.36 Lakhs during the year to its Executive Directors including Managing Director and Whole Time Director.

Company has paid Sitting fees to its Non-Executive Directors including independent Directors for attending meeting of Board and committee thereof.

29. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

No complaint on sexual harassment was received by the Company during the Financial Year under review

30. EMPLOYEE''S REMUNERATION

The detail of the employees, who was in receipt of remuneration as specified under Rule 5 (2) Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 is given in "Annexure-G" attached to this Report.

31. INTERNAL FINANCIAL CONTROLS

The company is having adequate internal financial controls with reference to the financial statements in terms of Section 134 (3) (q) of Companies Act, 2013 read with Rule 8 (5) (vlll) of Companies (Accounts) Rules, 2014.

32. BOARD EVALUATION

Pursuant to the provisions of section 134 (3) (p) of the Companies Act. 2013 and applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and Individual Directors. Including the Chairperson of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc The evaluation of die Independent Directors was carried out by the entire Board and that of the Chairperson and the Non-Independent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement and effectiveness of the Board and its Committees with the Company.

33. LISTING & DEPOSITORY FEE

The Company has paid Annual Listing Fee for the financial year 2024-25 and 2025-26 to National Stock Exchange of India Ltd. according to the prescribed norms & regulations.

34. BUSINESS RESPONSIBILITY REPORT

35. ANNUAL RETURN

Pursuant to Section 92 (3) of the Act and Rule 12 (1) of the Companies Management and Administration) Rules, 2014, the Annual Return Is available on the website of the Company under Investor Section of company''s Website Via: va-av,agrophos.com

36. SECRETARIAL STANDARDS OF ICS1

The Directors confirm that the Secretarial Standards issued by the Institute of Companies Secretaries of India, as applicable to the Company, have been duly complied with.

37. DECLARATION/AFF1RMATION

â¢ There are no significant and material orders passed by the regulator or courts or tribunals Impacting the going concent status of the Company and future operations.

â¢ There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

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

38. BANKS AND FINANCIAL INSTITUTIONS

Your Company is prompt in paying interest and repayment of loans to the financial institutions/banks. Banks and Financial Institutions continue their unstinted support in all aspects, and the Board had placed its appreciation for the same on record.

39. GREEN INITIATIVES

Electronic copies of the Annual report for the year 2025 and the Notice of the 23"âAnnual General Meeting are sent only to Members whose email addresses are registered with the Company/ depository participants). To support the "Green Initiative", Members who have not registered their email addresses arc requested to register the same with their DPs in case the shares are held by them in electronics form and with RTA in case the shares are held by them in physical form.

40. ACKNOWLEDGMENT

Your directors'' thanks the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge support of the NSE Ltd, Share Transfer Agent and also to all stakeholders of the Company viz. customers, members, dealers, vendors, bankers and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

Mar 31, 2024

Your directors have pleasure in presenting their 22^nd Annual Report on the business and operations of the company together with the Standalone and Consolidated Audited Statement of Accounts for the year ended 31st March, 2024.

1. FINANCIAL HIGHLIGHTS

During the year under review, performance of your company was as under:

(Amount in Lacs)
	Standalone		Consolidated
Particulars
	Year ended 31^st March, 2024	Year ended 31^st March, 2023	Year ended 31st March, 2024	Year ended 31st March, 2023
Revenue from operation and Other Income	10,776.84	13135.40	10,776.84	NA
Less: Expenditure	11,495.01	12424.36	11,495.01	NA
Profit/(Loss) before tax	(718.17)	711.04	(720.50)	NA
Less: Tax Expense Income tax (current year) MAT Credit Income tax paid for earlier years Deferred tax	0.00 0.00 0.00 (192.59)	230.48 0.00 4.77 (24.57)	0.00 0.00 0.00 (192.59)	NA
Profit/(Loss) after tax	(525.58)	500.36	(527.91)	NA
Other Comprehensive Income	12.84	7.46	12.84	NA
Total Comprehensive Income for the Year	(512.74)	507.82	(515.07)	NA

2. FINANCIAL PERFORMANCE Standalone Performance:

During the year under review company has achieved Turnover of Rs. 10714.28 Lacs as compared to the turnover of the previous year 13135.40 Lacs. Profit of the company for the current financial year was Rs. (525.58) lacs as compared to Rs. 500.36 Lacs in previous year due to reduction in subsidy allocation by the Government of India for the fertilizer industry and the lack of adequate rainfall during the current financial year. Also, we are also finding some specific resources from where we can get raw material at reduced prize.

Strategic Initiatives to Mitigate and Improve Performance in FY 2025

The Company has entered into various contracts:

> During the year under review, Company has entered MOU with The Maharashtra Agro Industries Development Corporation Limited (Government of Maharashtra) for Exclusive Supply of SSP of 25227 Ton of SSP under the Brand of "Krishi Samridhiâ on 01.03.2023.

> Company has entered MOU with Brahmaputra Valley Fertilizer Corporation Limited for supply of 25000 Ton of SSP on 12.01.2023.

> Company has also entered MOU with Matix Fertilizer & Chemical Limited for supply of 18700 Ton of SSP on 21^st March, 2023. This agreement was further amended on September 5, 2023, to include an additional 30,000 MT of SSP, bringing the total to 77,400 MT for FY 2023-2024.

> On 14.03.2024, the Company has entered into MOU with Matix Fertilizer & Chemical Limited for supply of 60000 Ton of SSP valid for period 17.04.2024 to 31.03.2025.

> The Company has entered MOU with Hindustan Urvarak and Rasayan Limited on 28.05.2024 for the period 28.05.2024 till 27.05.2025 for supply of 125350 MT of SSP.

As the Company has good number of contracts in hand, Your Company is hopeful to fulfil all of them and achieve a marked improvement in financial performance in the upcoming year.

Consolidated Performance

The audited consolidated financial statements incorporating the duly audited financial statements of the associate namely Shri Tulsi Phosphate Limited, as prepared in compliance with the Companies Act, 2013 (''the Act), Listing Regulations, 2015 and in accordance with the Indian Accounting Standards specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 along with all relevant documents and the Independent Auditors'' Report thereon forms part of this Annual Report.

Pursuant to the provisions of section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company''s associate for the financial year ended on 31^st March 2024 in Form AOC-1 (Enclosed herewith as Annexure 2â forms part of this Annual Report.

During the financial year under review, on a consolidated basis, the total revenue was Rs. 10714.28 Lakhs for the year ended 31st March, 2024 and the profit/(loss) of Rs. (527.91) Lakhs. The Earning per Share ("EPSâ) is Rs. (2.59).

3. CHANGE IN NATURE OF BUSINESS

During the year, there has not been any change in the nature of the Business.

4. DIVIDEND

In light of the financial performance for FY 2023-24, the company has decided not to declare a dividend this year. This decision reflects the current losses incurred and aligns with the company''s commitment to strengthening its financial position and addressing the challenges faced. The focus remains on improving profitability and ensuring long-term value for shareholders.

5. AMOUNT TRANSFERRED TO RESERVE

The Company has appropriated a loss of Rs. 525.57 lakhs to the Free Reserve during the year under review.

6. DEPOSITS

The Company did not accept any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the rules made there under.

7. INSURANCE

Your directors informed that all the fixed assets of the company are adequately insured.

8. SHARE CAPITAL

a) Authorized Capital

There were no changes have been made in the Authorized Capital of the company during the financial year 2023-24. The current Authorized Capital of the company is Rs. 21,00,00,000/- divided into 2,10,00,000 equity Shares of Rs. 10 each.

b) Issued Subscribed and Paid-up Share Capital

The issued, subscribed and paid-up share Capital of the Company is same as in the previous Year that means no further issue or bonus issue was brought by company.

Â¦ Issue of Bonus Equity Shares: Nil

Â¦ Issue of Equity Shares: Nil.

9. HUMAN RESOURCE & INDUSTRIAL RELATIONS

The Industrial relations of the company were harmonious with suppliers, customer''s employees, factory labor, financial leaders, as the company''s promoter is having a great influence in the fertilizer industry of middle east of India which always supposed to turned into some wonderful corporate relation of company among others in this industry, also management is striving their efforts toward the harmonious relation with vendors, raw material suppliers, purchasers, Governments Bodies and other stakeholders.

fulfil their needs.

Company always welcomes from its employee about any facilities/ aid they can serve to them and management always do their best to promote practice of collective bargaining, trade unionism, and harmonious labor-management relations, provide friendly environment and comfort to company''s employees so that they may explore their maximum output throughout the year.

We also would like to place on record our sincere appreciation to the cooperation extended by all the employees in maintaining cordial relations.

10. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis, forming part of this report as required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached as "Annexure-Aâ separately to this Report.

11. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of the knowledge and belief and according to the information and explanations obtained by them, your Directors confirms the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. That in the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. That such accounting policies as mentioned in the Financial Statements have been selected and applied consistently. Such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs and of Profit of the Company for the financial year ended on 31^st March, 2024.

c. That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. That they have prepared the Annual Accounts on a going concern basis;

e. That they have laid down internal financial controls for the company and such internal financial controls were adequate and were operating effectively.

f. That they have devised proper systems to ensure compliance with the provisions of all applicable laws and such system are adequate and operating effectively.

12. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Changes in Directors:

I Cessation of Directors:

During the period under review, Ms. Vidhi Jain has resigned as an Independent Director with effect from 10th November, 2023 due to pre-occupation elsewhere.

On 2^nd September, 2024, Mr. Tushar Dave has resigned as an Independent Director due to personal reasons and pre-occupation elsewhere.

II Appointment of Directors

Pursuant to provisions of Companies Act, 2013 ("the Actâ), on the recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on:

â¢ 09^th February, 2024 appointed Ms. Shweta Bhamare as an Additional Director in the capacity of Independent Director with effect from 09th February, 2024 upto the 22^nd Annual General Meeting.

â¢ 17^th August, 2024 appointed Mr. Mahesh Kumar Agarwal as an Additional Director in the capacity of Independent Director with effect from 17th August, 2024 upto the 22^nd Annual General Meeting.

III. Retirement by Rotation:

The independent directors hold office for a fixed term not exceeding five years from the date of their appointment and are not liable to retire by rotation.

However as per the provision of the Companies Act, 2013 and as per the Article of association of the company Mr. Raj Kumar Gupta, Director of the company, who has longest in the office are become liable to retire by Rotation in ensuing Annual General Meeting and, being eligible have offered their candidature for re-appointment.

Brief details of Mr. Raj Kumar Gupta, Director, who are seeking re-appointment, are given in the notice of annual general meeting.

B. Changes in Key Managerial Personnel:

During the period under review, Ms. Reena Saluja was appointed as Company Secretary with effect from 21^st September, 2023.

The Detailed Information on the directors is provided in the Corporate Governance Report.

In compliance with the provisions of Sections 149 and 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI (LODR) Regulation 2015, the composition of Board of Directors and Key Managerial Personnel are as follows: -

DIN /	NAME	DESIGNATION	DATE OF	DATE OF
PAN			APPOINTMENT	CESSATION
00244925	Raj Kumar Gupta	Managing director	24/09/2002	-
05233476	Vishnu Kant Gupta	Whole-time director	16/03/2012	-
07758751	Abhishek Kalekar	Non-Executive Director	08/03/2017	-
10499418	Shweta Bhamare	Additional Independent Director	09/02/2024	-

09042779	Chandresh Kumar Gupta	Independent Director	25/01/2021
07609432	Mahesh Kumar Agarwal	Additional Independent Director	17/08/2024	-
02721299	Tushar Dave	Independent Director	30/06/2021	02/09/2024
08178291	Vidhi Jain	Independent Director	12/07/2018	10/11/2023
AGGPG1674C	Vishnu Kant Gupta	CFO	25/01/2021	-
EJPLS4203M	Reena Saluja	Company Secretary & Compliance Officer	21/09/2023	-

13. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

As on March 31, 2024, the Company does not have any subsidiary or joint venture. Also our company is not a subsidiary to any other company,

The Company has an associate Company namely Shri Tulsi Phosphate Limited with the meaning of Section 2(6) of the Companies Act, 2013 ("Actâ) since 11.09.2023 as Company had acquired equity shares at face value of Rs. 10/- each of Shri Tulsi Phosphate Limited in the following manner:

Date of Allotment of Equity Shares	Mode of Allotment	No. of Shares	% of shareholding of Agro Phos India Limited in Shri Tulsi Phosphate Limited
11.09.2023	Right Issue	25000000	33.39
20.12.2023	Right Issue	400000	0.95
	Total Shares as on 31.03.2024	29000000	34.35

Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements, are available on the website of the Company www.agrophos.com

Further, Pursuant to the provisions of Section 129 of the Companies Act, 2013, a statement containing the salient features of financial statements of the Company''s associate in Form AOC-1 forms part of this report.

14. NUMBER OF BOARD MEETINGS Physically conducted Board Meeting:

During the Financial Year 2023-24, Eleven [11] meetings of the Board of Directors of the company were held.

S.NO	DATE OF BOARD MEETING	Total No. of Directors	No. of Directors attended the Meeting
01	30/05/2023	6	6
02	05/06/2023	6	6
03	03/08/2023	6	6
04	05/09/2023	6	6
05	21/09/2023	6	6

06	07/10/2023	6	6
07	10/11/2023	6	6
08	22/12/2023	5	5
09	09/02/2024	6	6
10	14/02/2024	6	6
11	28/03/2024	6	6

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

As stipulated by the Code of Independent Directors under the Companies Act, 2013; a separate meeting of the Independent Directors of the Company was held on 05^th January, 2024 to review the performance of Non-Independent Directors (including the Chairperson) and the entire Board. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

15. COMMITTEES OF THE BOARD

The Company is having required committees of Board of Directors as per the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements), Regulations 2015, all the committees are having required composition of Executive & Non-Executive Directors as chairperson as well as members.

During the FY 2023-2024: Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committees have been re-constituted on 22^nd December, 2023 as the existing member namely Ms. Vidhi Jain has resigned from the post of Directorship (including Board Committees Membership) on 10^th November, 2024. Therefore, Mr. Abhishek Kalekar, Non-Executive Director of the company was appointed member of Committees in Board Meeting held on 22^ndDecember, 2023.

As on date of report: Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committees have been re-constituted on 03^rd September, 2024 as the existing member namely Mr. Tushar Dave has resigned from the post of Directorship (including Board Committees Membership) on 02^nd September,2024. Therefore, Mr. Mahesh Kumr Agarwal, Additional Independent Director of the company was appointed member of Committees in Board Meeting held on 03^rd September,2024.

The Complete details of the committee and its Meeting are given in corporate governance portion of this Report for FY 2023-2024.

16. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2023-24 in the prescribed format, AOC- 2 as Annexure-B has been enclosed with the report, further it was observed that all transactions with the related parties are at arm ''s length basis and in ordinary course of business of company. Details of the transactions were placed before audit committee for their review. An Omnibus approval from the Audit Committee was obtained for transactions which are of repetitive nature.

In terms of Regulation 23(9) of the Listing Regulations, the Company submits on the date of publication of financial results, the half yearly disclosures of related party transactions.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has complied with the applicable provisions of Section 186 of the Act during the under review. During the reporting financial year, there stood an outstanding advance loan given to one Body Corporate. Also, the company has made investment in the two body corporates. The complete details on loan, guarantee, Security or investment, are given in the notes to the Financial Statements.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the requirement of Section 177 (9) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism called the Whistle Blower Policy for Directors and Employees to report concern of unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy and the details of the Whistle Blower Policy has been uploaded on the Company''s website httD://www.agroDhos.com .

However, during the financial year company was not recorded any case of unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy.

20. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

â¦â¦â¦ With effect from current financial year i.e. FY 2024-2025, the company has changed its accounting policy of recognizing of SSP Subsidy in respect of sale of goods. The subsidy is

now recognized at a point in time i.e. when control of the goods has transferred to buyer, rather than recognizing it when goods sold to end user / farmer and bill generated through IMFS System. This change in accounting policy is made to provide more accurate and timely recognition of revenue.

21. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are disclosed in "Annexure-Câ enclosed with this Report.

22. RISK MANAGEMENT POLICY:

The Company has adequate risk management process to identify and notify the Board of Directors about the risks or opportunities that could have an adverse impact on the Company''s operations or to that could be exploited to maximize the gains. The processes and procedures are in place to act in a time bound manner to manage the risks or opportunities.

After conclusion of the whole year your board are in the following view

â¢ There were no internal disputes or mismanagement was observed during this whole year.

â¢ We have not recorded any human loss during the reporting financial year and up to the date of this report.

23. AUDITORS, THEIR REPORT & COMMENTS BY THE MANAGEMENT

Statutory Auditors

Pursuant to provisions of section 139 of the Companies Act, 2013 and rules made there under and on recommendation of the audit committee M/s. Ashok Khasgiwala & Co., LLP Chartered accountants were Re-appointed as Statutory auditors of the company for a further period of Five years commencing from the year 2022-23 to 2026-27 in the Annual General Meeting held on 30th September 2022.

No fraud has been reported by the Auditor to the Audit Committee or the Board.

Cost Auditor

in respect of Fertilizers manufactured for the financial year 2023-24.

In respect to Audit conducted for the year under review, Your Board is pleased to inform that the Cost Auditors'' Report are self-explanatory and therefore do not call for any explanatory note. Internal Auditor

M/s. Pankaj Somaiya & Associates LLP, Chartered accountants was appointed as an Internal Auditor of the Company to conduct the internal audit of the Company for the Financial Year 2023-2024, as required under Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined. The Audit Committee of the Board of directors actively reviews the adequacy and effectiveness of the Internal Control System and suggest improvements to strengthen the same. To maintain its objectivity and independence, the Internal Auditor reports to the Chairperson of the Audit Committee of the Board. Based on the report of internal audit function, Company undertakes corrective action in their respective areas and thereby strengthen the controls. Recommendations along with corrective actions thereon are presented to the Audit Committee of the Board and accordingly implementation has been carried out by the Company.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed M/s Neelesh Gupta & Co., Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report for the financial year 2023-24 is annexed in "Annexure-Dâ herewith as forming part of this report.

Annual Secretarial Compliance Report

As per Reg. 24A of SEBI(LODR), Regulations 2015 and SEBI Circular dated 08^th February 2019, all listed companies have to obtain Annual Secretarial compliance report from Company Secretary in practice, and pursuant to which your company has obtained ASCR for F.Y. 2023-2024 from Secretarial Auditor namely M/s. Neelesh Gupta & Co. and said report contain the same remarks or Observations as mentioned above in respect to Secretarial Audit report and board comments over the same is simultaneously mentioned there.

Reporting of fraud by auditor

24. FOREIGN EXCHANGE EARNINGS AND OUTGO

A detailed report on Corporate Governance, along with certificate on corporate governance forming part of this report as required under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached separately as ââAnnexure-Eâ to this report.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:

CSR is made applicable to the Company pursuant to the profitability of the company in the previous year. The Company has a Corporate Social Responsibility Policy as per the requirements of the Act and the same is available on the website of the Company.

During the year, the CSR Company has made some investment in CSR Related activities in appropriate activities. Complete Detail about CSR are disclosed in "Annexure-Fâ to this Report.

26. MANAGERIAL REMUNERATION:

Company has paid total managerial remuneration amounting to Rs. 96,00,000/- during the year to its Executive Directors including Managing Director and Whole Time Director.

Company has paid Sitting fees to its Non-Executive Directors including independent Director for attending meeting of Board and committee thereof.

27. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

During the year, the Company has not received any complaint, which is appreciable as the management of the company endeavor efforts to provide safe environment for the female employees of the company.

28. EMPLOYEE''S REMUNERATION

The detail of the employees, who was in receipt of remuneration as specified under Rule 5 (2) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in "Annexure-Gâ attached to this Report.

29. INTERNAL FINANCIAL CONTROLS

30. BOARD EVALUATION

Pursuant to the provisions of section 134 (3) (p) of the Companies Act, 2013 and applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and Individual Directors, including the Chairperson of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement and effectiveness of the Board and its Committees with the Company.

31. LISTING & DEPOSITORY FEE

The Company has paid Annual Listing Fee for the financial year 2023-24 and 2024-25 to National Stock Exchange of India Ltd. according to the prescribed norms & regulations.

32. ANNUAL RETURN

The Annual Return of the Company as on March 31, 2024 is available on the Company''s website and can be accessed at Investor Section of company''s Website Via, www.agrophos.com

33. SECRETARIAL STANDARDS OF ICSI

Your Company is in Compliance with the all-applicable Secretarial Standards as specified by the Institute of Company Secretaries of India.

34. DECLARATION/AFFIRMATION

â¢ There are no significant and material orders passed by the regulator or courts or tribunals impacting the going concern status of the Company and future operations.

â¢ There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

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

35. BANKS AND FINANCIAL INSTITUTIONS

36. GREEN INITIATIVES

Electronic copies of the Annual report for the year 2024 and the Notice of the 22^nd Annual General Meeting are sent only to Members whose email addresses are registered with the Company/ depository participant(s). To support the "Green Initiativeâ, Members who have not registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronics form and with RTA in case the shares are held by them in physical form.

37. ACKNOWLEDGMENT

Your directors'' thanks the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge support of the NSE Ltd., Share Transfer Agent and also to all stakeholders of the Company viz. customers, members, dealers, vendors, bankers and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

Mar 31, 2023

Your directors have pleasure in presenting their 21^st Annual Report on the business and operations of the company together with the Audited Statement of Accounts for the year ended 31^stMarch, 2023.

1. FINANCIAL HIGHLIGHTS

During the year under review, performance of your company was as under: (Amount in Lacs)

Particulars	Year ended 31^st	Year ended 31^st
	March 2023	March 2022
Revenue from operation and Other Income	13135.40	11725.02
Less: Expenditure	12424.35	11017.30
Profit/(Loss) before tax	711.04	707.71
Less: Tax Expense
Income tax (current year)	235.25	185.44
Mat Credit		0
Income tax paid for earlier years
Deferred tax	(24.57)	(60.84)
Profit/(Loss) after tax	500.36	583.11
Other Comprehensive Income	7.46	(1.16)
Total Comprehensive Income for the Year	507.82	581.95

2. FINANCIAL PERFORMANCE

During the year under review company has achieved Turnover of Rs. 13135.40 Lacs as compared to the turnover of the previous year 11725.02 Lacs. However Due to Increase cost of production profit of the company for the current financial year was Rs.500.36 Lacs as compare to Rs. 583.11 Lacs in previous year. The major reason of increase in turnover of the company was increase in Government granted subsidy income on sales of various variant of company''s core Product Single Super Phosphate. government this year with intention to promote fertilizer industry in India and to support Indian farmers have increased various subsidies on fertilizers products which resulted into a major milestone for overall fertilizer industry in India, we expect from the government such kind of benefits in upcoming years so as to increase supply of fertilizers in Indian markets as well as in global market. Company was able to stream line the production capacity during the year.

During the year under review Company has entered MOU with The Maharashtra Agro Industries Development Corporation Limited (Government of Maharashtra) for Exclusive Supply of SSP of 25000 Ton of SSP under the Brand of Krishi Samradhi.

Company has entered MOU with Brahamputra Valley Fertilizer Corporation Limited for supply of 25000 Ton of SSP.

Company has also entered MOU with Matrix Fertilizer & Chemical Limited for supply of 18000 Ton of SSP.

Company has good number of contract in hand and Your Company is hopeful to fulfil all of them.

3. CHANGE IN NATURE OF BUSINESS

During the year there has not been any change in the nature of the Business.

4. DIVIDEND

During the year Company has not declared or distributed any dividend. Company''s Board finds it''s better to retain the fund for future uncertainty however board assures that we shall endeavour toward distributing dividend to the shareholders in upcoming years also.

5. AMOUNT TRANSFERRED TO RESERVE

During the year under review, the Company is proposed to transfer whole amount of Profit as Rs. 507.82 Lacs in Free Reserve of company.

6. DEPOSITS

The Company did not accept any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the rules made there under.

7. INSURANCE

Your directors informed that all the fixed assets of the company are adequately insured also company has provided medi-claim facility to its employee.

8. SHARE CAPITAL

a) Authorized Capital

There were no changes have been made in the Authorized Capital of the company during the financial year 2022-23 the current Authorized Capital of the company is Rs. 21,00,00,000/ - divided into 2,10,00,000 equity Shares of Rs. 10 each.

b) Issued Subscribed and Paid-up Share Capital

The issued, subscribed and paid-up share Capital of the Company is same as in the previous Year that means no further issue or bonus issue was brought by company.

Â¦ Issue of Bonus Equity Shares: Nil

Â¦ Issue of Equity Shares: Nil.

9. HUMAN RESOURCE & INDUSTRIALRELATIONS

The Industrial relations of the company were harmonious with suppliers, customer''s employees, factory labour, financial leaders, as the company''s promoter is having a great influence in the fertilizer industry of middle east of India which always supposed to turned into some wonderful corporate relation of company among others in this industry, also management is striving their efforts toward the harmonious relation with vendors, raw material suppliers, purchasers, Governments Bodies and other stakeholders.

Your company is always having concern about it''s employee and labour as a part of this your company was arranged all necessary arrangement for safety of health of our employees as availability of Primary medical treatment facility at corporate office and plant premises, also this year

management have taken intuitive to provide Medi-claim facility to company''s employees. Company is having system to provide loan facility without interest or lesser interest as per the salary slab criteria to needy employees so as to assure timely help to them to face any untoward or any to fulfil their needs.

Company always welcomes from its employee about any facilities/ aid they can serve to them and management always do their best to promote practice of collective bargaining, trade unionism, and harmonious labour-management relations, provide friendly environment and comfort to company''s employees so that they may explore their maximum output throughout the year.

We also would like to place on record our sincere appreciation to the cooperation extended by all the employees in maintaining cordial relations.

10. MANAGEMENT DISCUSSION AND ANALYSIS

11. DIRECTORS'' RESPONSIBILITY STATEMENT

a. That in the preparation of the annual accounts for the year ended 31^st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

d. That they have prepared the Annual Accounts on a going concern basis;

e. That they have laid down internal financial controls for the company and such internal financial controls were adequate and were operating effectively.

f. That they have devised proper systems to ensure compliance with the provisions of all applicable laws and such system are adequate and operating effectively.

12. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Changes in Directors:

I Cessation of Directors:

During the year none of the directors have been ceased or resigned from the office of the director.

II Appointment of Directors

During the year none of the directors have been appointed.

III. Retirement by Rotation:

The independent directors hold office for a fixed term not exceeding five years from the date of their appointment and are not liable to retire by rotation.

However as per the provision of the Companies Act, 2013 and as per the Article of association of the company Mr. Abhishek Kalekar Director of the company, who has longest in the office are become liable to retire by Rotation in ensuing Annual General Meeting and, being eligible have offered their candidature for re-appointment.

Brief details of Mr. Abhishek Kalekar Director, who are seeking re-appointment, are given in the notice of annual general meeting.

B. Changes in Key Managerial Personnel: No Change

The Detailed Information on the directors is provided in the Corporate Governance Report.

As on the 31^st March 2023 the Company is having of the following directors & KMP in it''s Composition namely: -

DIN / PAN NO. NAME DESIGNATION DATE OF DATE OF

APPOINTMENT CESSATION

00244925 Raj Kumar Gupta Managing director 24/09/2002 -

05233476 Vishnu Kant Gupta Whole-time director 16/03/2012 -

08178291 Vidhi Jain Independent Director 12/07/2018 -

09042779 Chandresh Kumar Independent Director 25/01/2021 -

Gupta

02721299 Tushar Dave Independent Director 30/06/2021

07758751 Abhishek Kalekar Non-Executive Director 08/03/2017 -

AGGPG1674C Vishnu Kant Gupta CFO 25/01/2021 "

KGIPS456CK Sumit Sharma Company Secretary & 18/09/2018 27/03/2023

Compliance Officer

13. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

As on March 31, 2023, the Company does not have any subsidiary or joint venture or associate Company also our company is not a subsidiary to any other company, therefore your company is not required to any compliances as such.

14. NUMBER OF BOARD MEETINGS Physically conducted Board Meeting:

During the Financial Year 2022-23, Six [06] meetings of the Board of Directors of the company were held.

S.NO	DATE OF BOARD MEETING	Total No. of Directors	No. of Directors attended the Meeting
01	30/05/2022	6	6
02	02/07/2022	6	6
03	10/08/2022	6	6
04	05/09/2022	6	6
05	12/11/2022	6	6
06	14/02/2023	6	6

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

As stipulated by the Code of Independent Directors under the Companies Act, 2013; a separate meeting of the Independent Directors of the Company was held on 27^th March, 2023 to review the performance of Non-Independent Directors (including the Chairman) and the entire Board. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its'' Committees which is necessary to effectively and reasonably perform and discharge their duties.

15. COMMITTEES OF THE BOARD

Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committees have been re-constituted due to existing member Shri Abhishek Kalekar expressed their unwillingness to continue as member of the committees hence Shri Tushar Dave, Independent Director of the company was appointed member of Committees in Board Meeting held on 05^thSeptember, 2022.

The Complete details of the committee and its Meeting are given in corporate governance portion of this Report.

16. DECLARATION BY INDEPENDENT DIRECTORS

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2022-23 in the prescribed format, AOC 2 as Annexure-B has been enclosed with the report, further it was observed that all transactions with the related parties are at arm''s length basis and in ordinary course of business of company., details of the transactions were placed before audit committee for their review.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the reporting financial year company has advance loan to one Body Corporate , However has not given any guarantee or security in connection with any loan or made any investment as prescribed under Section 186 of the Companies act, 2013, complete details on loan, guarantee, Security or investment, if any are given in the notes to the Financial Statements and are within the limits as approved by the members.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the requirement of Section 177 (9) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism called the ''Whistle Blower Policy'' for Directors and Employees to report concern of unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy and the details of the Whistle Blower Policy has been uploaded on the Company''s website http://www.agrophos.com .

However, during the financial year company was not recorded any case of unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy.

20. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

21. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are disclosed in "Annexure-C" enclosed with this Report.

22. RISK MANAGEMENT POLICY:

After conclusion of the whole year your board are in the following view

â¢ There were no internal disputes or mismanagement was observed during this whole year.

â¢ We have not recorded any human loss during the reporting financial year and up to the date of this report.

23. AUDITORS, THEIR REPORT & COMMENTS BY THE MANAGEMENT Statutory Auditors

Pursuant to provisions of section 139 of the Companies Act, 2013 and rules made there under and on recommendation of the audit committee M/s. Ashok Khasgiwala& Co., LLP Chartered accountants was Re-appointed as Statutory auditor of the company for a further period of Five years commencing from the year 2022-23 to 2026-27 in the Annual General Meeting held on 30^th September 2022.

In respect to Audit conducted for the year under review Your Board is pleased to inform that the notes on accounts referred to and the Auditors'' Report are self-explanatory and therefore do not call for any explanatory note.

Cost Auditor

In respect to Audit conducted for the year under review Your Board is pleased to inform that the Cost Auditors'' Report are self-explanatory and therefore do not call for any explanatory note.

Internal Auditor

M/s Pankaj Somaiya & Associates LLP, Chartered accountants was appointed as an Internal Auditor of the Company to conduct the internal audit of the Company for the Financial Year 2022-2023, as required under Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined. The Audit Committee of the Board of directors actively reviews the adequacy and effectiveness of the Internal Control System and suggest improvements to strengthen the same. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board. Based on the report of internal audit function, Company undertakes corrective action in their respective areas and thereby strengthen the controls. Recommendations along with corrective actions thereon are presented to the Audit Committee of the Board and accordingly implementation has been carried out by the Company.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed M/s Neelesh Gupta & Co., Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report for the financial year 2022-23 is annexed in "Annexure-D" herewith as" forming part of this report.

The following remarks or observations have been taken place in Secretarial Audit Report for the year ended 31^st March 2023.

Sr. No	Compliance Requirement (Regulations/ circulars / guidelines including specific clause)	Deviations	Observations/ Remarks of the Practicing Company Secretary	Board Remark
1.	Regulation 23(9) of	However Related party	Stock Exchange has	The delay was occurred
	SEBI (LODR)	disclosure pursuant to	imposed fine of Rs. 76700/-	due to the skip of the
	Regulation, 2015 -	Regulation 23 sub regulation 9	on the company and	recent amendments in
	Related Party	for the year ended 31st	Company has filed waiver	SEBI (LODR)
	Disclosure	March,2022 was filed with the delay of 13 days and NSE has levied fine on the company.	application which was under processing.	Regulations, 2015 but later they came to know that it has been changed form 30 days to 15 days. Company has filed waiver application which was under processing.

Annual Secretarial Compliance Report

As per Reg. 24A of SEBI(LODR), Regulations 2015 and SEBI Circular dated 08^th February 2019, all listed companies have to obtain Annual Secretarial compliance report from Company Secretary in practice, and pursuant to which your company has obtained ASCR for F.Y. 2022-23 from Secretarial Auditor named Neelesh Gupta & Co. and said report contain the same remarks or Observations as mentioned above in respect to Secretarial Audit report and board comments over the same is simultaneously mentioned there.

Reporting of fraud by auditor

24. CORPORATE GOVERNANCE

A detailed report on Corporate Governance, along with certificate on corporate governance forming part of this report as required under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached separately as "Annexure-E" to this report.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:

Company during the reporting financial year was out of the ambit of the provisions of CSR Provision except the liability to invest the outstanding fund of CSR, Company also continuing to exist it''s CSR Committee so that required fund will be invested in appropriate activities during the year company was made some investment in CSR Related activities, Complete Detail about CSR are disclosed in "Annexure-F" to this Report.

26. MANAGERIAL REMUNERATION:

Company has paid total managerial remuneration amounting to Rs. 96,00,000 during the year to its Executive Directors including Managing Director and Whole Time Director.

Company has paid Sitting fees to it''s Non-Executive Directors including independent Director for attending meeting of Board and committee thereof.

27. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMENATWORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

During the year the Company has not received any complaint, which is appreciable as the management of the company endeavor efforts to provide safe environment for the female employees of the company.

28. EMPLOYEE''S REMUNERATION

The detail of the employees, who was in receipt of remuneration as specified under Rule 5 (2) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. are given in "Annexure-G" attached to this Report.

29. INTERNAL FINANCIAL CONTROLS

30. BOARD EVALUATION

Pursuant to the provisions of section 134 (3) (p) of the Companies Act, 2013 and applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and Individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement and effectiveness of the Board and its Committees with the Company.

31. ANNUAL RETURN

The Annual Return of the Company as on March 31, 2023 is available on the Company''s website and can be accessed at Investor Section of company''s Website Via, www.agrophos.com

32. SECRETARIAL STANDARDS OF ICSI

Your Company is in Compliance with the all-applicable Secretarial Standards as specified by the Institute of Company Secretaries of India.

33. DECLARATION/AFFIRMATION

â¢ There are no significant and material orders passed by the regulator or courts or tribunals impacting the going concern status of the Company and future operations.

â¢ There are no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

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

34. BANKS AND FINANCIAL INSTITUTIONS

35. ACKNOWLEDGMENT

Your directors'' thanks the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge support of the NSE Ltd., Share Transfer Agent and also to all stakeholders of the Company viz. customers, members, dealers, vendors, bankers and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board of Directors of AGRO PHOS (INDIA) LIMITED

Date: 05.09.2023 Sd/- Sd/-

Place: Indore RAJ KUMAR GUPTA VISHNU KANT GUPTA

MANAGING DIRECTOR WHOLETIME DIRECTOR

DIN:00244925 DIN: 05233476

Mar 31, 2018

Dear Members,

The directors have pleasure in presenting their 16th Directors Report on the business and operations of the company together with the Audited Statement of Accounts for the year ended 31^st March, 2018.

BUSINESS PERFORMANCE AND PROSPECTS:

Agro Phos (India) Ltd. is a Public Limited Company under Companies Act 2013 and currently listed on National Stock Exchange EMERGE Platform, the main Business activity of the company is to deal in Agro Products and Other related Items however seeing better opportunities in other Fields of Indian and Global Market it is seeking to Expand its Business in various other Fields.

1. FINANCIAL HIGHLIGHTS

During the year under review, performance of your company as under:

Particulars	Year ended 31^st march 2018	Year ended 31^st march 2017
Revenue from operation and Other Income	605,333,615	64,64,09,636
Less: Expenditure	585,568,684	617,772,190
Profit/(Loss) before tax	19,764,931	28,637,446
Less: Tax Expense Income tax (current year) Income tax paid for earlier years Deferred tax	4,150,000.00 6,632,991.00	5,992,899 170,890 10,489,886
Profit/(Loss) after tax	8,981,940.00	11,983,771

2. CHANGE IN NATURE OF BUSINESS

There was no change in nature of Business of the Company during the year under review. However the Company has planned to enter into business of import, export, manufacture, trading of all type of agriculture commodities, horticulture, organic, medicinal plant and forest produce all types of metals, steel and iron and other related activities, therefore Company has added new clause V3 with the existing clauses of Memorandum of Association of the Company after approval of members of the Company through Postal ballot on 16^th January, 2018.

3. DIVIDEND

Board of Directors of the Company had recommended Dividend on Equity Shares of company at Rs 0.05/- Per Equity Share for the Financial Year 2017-18, subject to the approval of the Members at the ensuing Annual General meeting. The Dividend Distribution Policy is Annnexed hereto as Annexure -âAâ.

4. AMOUNT TRANSFERRED TO RESERVE

During the year, the Company has transferred amount of Rs. 8981940.00 in General Reserve.

5. DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the rules made there under.

6. SHARE CAPITAL

a) Authorized Capital

During the Financial year 2017-18 under review; there is no change in Authorized Capital of the Company

b) Issued Subscribed and Paid up Share Capital

- Issue of Bonus Equity Shares:

During the Financial year 2017-18 under review the Company has not issued any Bonus Share.

- Issue of Equity Shares:

During the Financial year 2017-18 under review the Company has not issued any Equity Share.

7. HUMAN RESOURCE & INDUSTRIAL RELATIONS

The Industrial relations of the company were harmonious with suppliers, customers, financial leaders and employees throughout the year. The Board wishes to place on record their sincere appreciation to the cooperation extended by all the employees in maintaining cordial relations.

8. DIRECTORSâ RESPONSIBILITY STATEMENT

a. That in the preparation of the Annual accounts for the year ended 31^st March, 2018, the applicable Accounting standards have been followed along with proper explanation relating to material departures, if any;

b. That such Accounting policies as mentioned in the Financial Statements have been selected and applied consistently. Such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs and of Profit of the Company for the financial year ended on March, 31^st 2018.

d. That they have prepared the Annual Accounts on a going concern basis;

e. That they have laid down internal financial controls for the company and such internal financial controls were adequate and were operating effectively.

f. That they have devised proper systems to ensure compliance with the provisions of all applicable laws and such system is adequate and operating effectively.

9. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The following appointments were made during the year:

- Mr. Abhishek Kalekar (DIN: 07758751), appointed as additional director on 08/03/2017, and his appointment was approved by the shareholders in their Annual General Meeting held on the 29th September, 2017.

- Mr. Palash Gupta (DIN: 03599982), appointed as Additional Independent Director on 18/01/2018 and resigned on 12/06/2018 and Mrs. Vani Gupta (DIN: 07590997) has resigned form the Board on 26^th June, 2018.

- Mrs. Vidhi Jain (DIN: 08178291) and Mr. Omprakash Chourey (DIN: 08178285) ), appointed as additional Independent directors on 12/07/2018, and their appointment is to be approved by the shareholders in ensuing Annual General Meeting, for a term of Five years.

- Mrs.Neelam Jain was appointed as Company Secretary on 28^th August 2017 and Ms. Karishma Kakkar, Company Secretary resigned on 11^th August 2017.

Retirement by Rotation

As per the provisions of the Companies Act, 2013 and artice 145 (b) of Article of Association of the company, Mr. Abhishek Kalekar , is a Director of the Company , who has been longest in the office, retires by rotation at the ensuing AGM and, being eligible offer himself for reappointment. The Board recommends his reappointment.

The Board consist of the following directors namely:-

DIN / PAN NO.	NAME	DESIGNATION	DATE OF APPOINTMENT	DATE OF CESSATION
00244925	Raj Kumar Gupta	Managing director	24/09/2002 (Reappointed on 08th March, 2017)
05233476	Vishnu Kant Gupta	Whole-time director	16/03/2012	-
07595771	Abhay Gupta	Director	24/08/2016	-
00017285	Vijay Singh Bharkatiya	Independent Director	16/08/2016	-
00527049	Mukesh Kumar Jhawar	Independent Director	16/08/2016	28/11/2017
07590997	Vani Gupta	Independent Director	16/08/2016	26/06/2018
07758751	Abhishek Kalekar	Director	08/03/2017 (Appointed as director from additional director as on 29th September, 2017)
03599982	Palash gupta	Independent Director	18/01/2018	12/06/2018
08178291	Vidhi Jain	Independent Director	12/07/2018
08178285	Omprakash Chourey	Independent Director	12/07/2018
BROPK5778F	Karishma Kakkar	Company Secretary	20/03/2017	11/08/2017
ANNPJ1325P	Neelam Jain	Company Secretary	28/08/2017
BAVPG2982D	Vidit Garg	CFO	08/03/2017	-

11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

As on March 31, 2018, the Company does not have any subsidiary or joint venture or associate Company.

12. NUMBER OF BOARD MEETINGS

During the Financial Year 2017-18, [9] meetings of the Board of Directors of the company were held.

S.NO	DATE OF BOARD MEETING	Total No. of Directors	No. of Directors attended the Meeting
01	29/05/2017	4	4
02	31/07/2017	4	4
03	28/08/2017	4	4
04	07/09/2017	4	4
05	15/09/2017	4	4
06	14/11/2017	4	4
07	28/11/2017	4	4

08	12/12/2017	4	4
09	18/01/2018	4	4

13. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

As stipulated by the Code of Independent Directors under the Companies Act, 2013; a separate meeting of the Independent Directors of the Company was held on 19th March, 2018 to review the performance of Non-Independent Directors (including the Chairman) and the entire Board. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and itsâ Committees which is necessary to effectively and reasonably perform and discharge their duties.

14. COMMITTEES OF THE BOARD

The Company has following four Committees: the Audit Committee, the nomination and remuneration committee, the stakeholder relationship committee, the Corporate Social responsibility committee. All committees consist of optimum number of Independent Directors as per Companies Act, 2013 and SEBI ( LODR) Regulations, 2015.

(a) Audit Committee: The Company has constituted Audit Committee as per section 177 of the Companies Act 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; vide resolution passed at the meeting of the Board of Directors held on 16th August, 2016. The terms of reference of Audit Committee are broadly in accordance with the provisions of SEBI (LODR) Regulations 2015 and Companies Act, 2013.

The Audit Committee comprises of the following Directors of the Company as on 31 st March, 2018.

Name of director	Nature of Directorship	Designation in the Committee	Cessation
Mr. Vijay Singh Bharkatiya	Independent Director	Chairman
Mr. Mukesh Kumar Jhawar	Independent Director	Member	28/11/2017
Ms. Vani Gupta	Independent Director	Member
Mr. Palash Gupta	Independent Director	Member	18/01/2018

5 meeting of the Audit Committee were held during the Financial year 2017-18.

(b) Nomination and Remuneration Committee

The Company has constituted a Nomination and Remuneration Committee in accordance section 178 of the Companies Act, 2013. The constitution of the Nomination and Remuneration Committee was approved by a Meeting of the Board of Directors held on 16th August, 2016. The Nomination and Remuneration Committee comprises of the following Directors of the Company as on 31st March, 2018.

Name of director	Nature of Directorship	Designation in the Committee	Cessation
Mr. Vijay Singh Bharkatiya	Independent Director	Chairman
Mr. Mukesh Kumar Jhawar	Independent Director	Member	28/11/2017
Ms. Vani Gupta	Independent Director	Member
Mr. Palash Gupta	Independent Director	Member	18/01/2018

2 meeting of the Nomination and Remuneration Committee were held during the Financial year 2017-18. The Nomination and Remuneration Policy is Annexed as Annexure- âBâ.

The Company has constituted a shareholder/investors grievance committee ("Stakeholders Relationship Committee") to redress complaints of the shareholders. The Stakeholdersâ Relationship Committee was constituted vide resolution passed at the meeting of the Board of Directors held on 16th August, 2016. The Stakeholdersâ Relationship Committee comprises the following Directors as on 31st March, 2018:

Name of director	Nature of Directorship	Designation in the Committee	Cessation
Mr. Vijay Singh Bharkatiya	Independent Director	Chairman
Mr. Mukesh Kumar Jhawar	Independent Director	Member	28/11/2017
Ms. Vani Gupta	Independent Director	Member
Mr. Palash Gupta	Independent Director	Member	18/01/2018

1 meeting of the Stakeholders Relationship Committee was held during the Financial year 2017-18.

(d) Corporate Social Responsibility Committee

Company has constituted a Corporate Social Responsibility Committee in accordance section 135 of Companies Act, 2013. The constitution of the Corporate Social Responsibility was approved by a meeting of the Board of Directors held on April 15, 2014 and reconstituted by the Board of Directors at their meeting held on 16th August, 2016. The Corporate Social Responsibility Committee comprises the following Directors 31st March, 2018:

Name of director	Nature of Directorship	Designation in the Committee	Cessation
Mr. Vijay Singh Bharkatiya	Independent Director	Chairman
Mr. Mukesh Kumar Jhawar	Independent Director	Member	28/11/2017
Ms. Vani Gupta	Independent Director	Member
Mr. Palash Gupta	Independent Director	Member	18/01/2018

Further your company is in planning to make investment in CSR activities as prescribed in schedule VII, of the Companies Act, 2013. The detail CSR policy has enclosed in "Annexure-C."

15. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent director under section 149(7) of the companies Act, 2013 that he/she meets the criteria of independence laid down in section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered into during the Financial Year 2017-2018 were on Armâs Length Basis and were in Ordinary course of business and within the limit approved by members General Meeting held on 30^th September 2016.

The Company has developed a Related Party Transaction Policy, Standard Operating Procedures for the purpose of identification and monitoring of such transactions.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2017-18 in the prescribed format, Form AOC 2 has been enclosed with the report as âAnnexure - Dâ

17. VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the requirement of Section 177 (9) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism called the âWhistle Blower Policyâ for Directors and Employees to report concern of unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct or ethics policy and the details of the Whistle Blower Policy has been annexed as Annxure- âEâ anduploaded on the Companyâs website http://www.agrophos.com .

18. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

19. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earning and outgo stipulated under section 134 (3) (m) of the companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 214 in annexed herewith as " Annexure-F"

20. RISK MANAGEMENT POLICY:

21. SIGNIFICANT & MATERIAL ORDERS

There are no significant and material orders passed by the regulator or courts or tribunals impacting the going concern status of the Company and future operations.

22. REPORTING OF FRAUD BY AUDITOR

During the year under review, neither the statutory auditor nor the secretarial auditor have reported any instances of fraud committed against the company by its officers or employees, to the audit committee under section143(12) of Companies Act, 2013.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

During the year under review, the company has not advanced any fresh loans/given fresh guarantees/ made fresh investments falling under section 186 of the Companies Act, 2013.

24. AUDITORS, THEIR REPORT & COMMENTS BY THE MANAGEMENT Statutory Auditors

M/s. Ashok Khasgiwala & Company, Chartered Accountants, Indore, Firm Registration Number 0743C, appointed as Statutory Auditors of the Company in Annual General Meeting held on 29^th September 2017 to hold office till the conclusion of Sixth Annual General Meeting as per the provisions of the Companies Act, 2013. In this regard the Company has received eligibility certificate from the Auditors in accordance with the provisions of section 141 of the Companies Act, 2013.

There is no requirement for ratification of auditors in this Annual General Meeting as per the provision of Section 139 of the Companies Act, 2013 as amended.

Auditorsâ Report

Ashok Khasgiwala & Company, Chartered Accountants, Indore, Firm Registration Number 0743C have issued their Report for the Financial Year ended 31st March 2018.

There is no qualification, reservation, adverse remark or disclaimer by the Statutory Auditors in their report and hence no explanation or comments of the Board is required in this matter

Cost Auditor

Internal Auditor

M/s Pankaj Somaiya & Associates LLP, Chartered accountants is appointed as an Internal Auditor of the Company to conduct the internal audit of the Company for the Financial Year 2018-19, as required under Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the Internal Control System and suggests improvements to strengthen the same. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board. Based on the report of internal audit function, Company undertakes corrective action in their respective areas and thereby strengthen the controls. Recommendations along with corrective actions thereon are presented to the Audit Committee of the Board and accordingly implementation has been carried out by the Company.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s Neelesh Gupta & Co., Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report for the financial year 2017-18 is annexed herewith as âAnnexure -G â forming part of this report. There are no adverse comments, qualifications or reservations or adverse remarks in the Secretarial Audit Report.

25. CORPORATE GOVERNANCE

The Company being listed on the Small and Medium Enterprise platform of NSE Limited; is exempted from provisions of corporate governance as per Regulation15 of the SEBI (LODR) Regulations, 2015. Hence no Corporate Governance Report is required to be disclosed with Annual Report. It is pertinent to mention that the Company follows majority of the provisions of the corporate governance voluntarily.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:

CSR is made applicable to the Company pursuant to the profitability of the company in the year 2016. Your Board of Directors is in process to comply with the companies (corporate Social Responsibility Policy) Rules, 2014.

Company has entered into contract this year with Alok Jain Production for producing the episodes to educate the farmers and to motivate to the farmers and give them the message not to commit suicide, Title of the episode will be HIMMAT NA HAR.

Company has also approached the DD National Channel for broadcasting the episodes. Your Directors are hopeful to get the approval of the same at the earliest.

Your Board of Director is also in process to found out the other ways of implementation of the CSR policy of the Company.

27. MANAGERIAL REMUNERATION:

Company has paid total managerial remuneration amounting to Rs. 48,82,666/- during the year to its Directors.

28. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

During the year the Company has not received any complaint, which is appreciable as the management of the company endeavor efforts to provide safe environment for the female employees of the company.

29. EMPLOYEEâS REMUNERATION:

The company was not having any employee, who was in receipt of remuneration as specified under Rule 5 (2) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

30. INTERNAL FINANCIAL CONTROLS

31. CODE OFCONDUCT

The Company has laid down a code of conduct for all Board members and Senior Management and Independent Directors of the Company. All the Board members including Independent Directors and Senior Management Personnel have affirmed compliance with the code of conduct.

32. BOARD EVALUATION

Pursuant to the provisions of section 134 (3) (p) of the Companies Act, 2013 and applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and Individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement and effectiveness of the Board and its Committees with the Company.

33. BOARD DIVERSITY

The Company recognizes and embraces the importance of diverse board in overall Success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural, and geographical background, age, ethnicity, gender, and race that will help us retain our competitive advantage.

The current policy is to have an appropriate mix of executive, non executive and independent directors to maintain the independence of Board, and separate its function of governance and management.

34. OTHER BOARD POLICIES AND CONDUCT

Following policies have been approved and adopted by the Board, the details of which are available on the website of our company http://www.agrophos.com and for convience given below:

Sr. No	Name of Policy	Web Link
1.	Related Party Transaction Policy	http://www.asrophos.com
2.	Preservation of Documents Policy	http://www.agrophos.com
3.	Archival Policy	http://www.aerophos.com
4.	Vigil Mechanism Policy	http://www.agrophos.com

35. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure- I" forming part of this report.

36. LISTING OF SHARES

Shares of the Company is listed on The National Stock Exchange Limited (NSE), SME Platform, Mumbai, The Company has made all the compliances of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including payment of annual listing fees up to 31 March, 2018 to the NSE.

37. SECRETARIAL STANDARDS OF ICSI

The Secretarial Standards as specified by the Institute of Company Secretaries of India for Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from 1stJuly 2015. The Company is in compliance with the same.

38. GREEN INITIATIVES

Electronic copies of the Annual Report 2017-18 and the Notice of the 16th Annual General Meeting are sent to all members whose email addresses are registered with the Company / depository participant(s). For members who have not registered their email addresses, physical copies are sent in the permitted mode.

39. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year undere view, the provision of section 125(2) of Companies Act, 2013 do not apply as the company was not required to transfer any amount to the Investor Education Protection Fund (IEPF) established by Central Government of India.

40. ACKNOWLEDGMENT

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge support of the NSE Ltd. Lead Manager, Share Transfer Agent and other intermediatories of the Public Issue of the Company and also to all stakeholders of the Company viz. customers, members, dealers, vendors, bankers and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board of Directors of

AGRO PHOS (INDIA) LIMITED

Date:03/09/2018 Place: Indore Sd/- Sd/-

RAJ KUMAR GUPTA VISHNU KANT GUPTA

MANAGING DIRECTOR WHOLE TIME DIRECTOR

DIN: 00244925 DIN: 05233476

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