Your Directors have pleasure in presenting the Forty Third
Annual Report of Paradeep Phosphates Limited ("Company”)
together with the Audited Financial Statements for the financial
year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS

2. CHANGE IN THE NATURE OF BUSINESS OF THE
COMPANY

There was no change in the nature of business of the
Company during the year.

3. REVIEW OF OPERATIONS

During the financial year, on a standalone basis, the
Company recorded operating revenue of H1,382,020.80
Lakhs as compared to H1,157,511.98 Lakhs for the previous
financial year.

The Profit Before Tax for the year ended 31^st March 2025
was 75,313.13 Lakhs as compared to H 14,016.72 Lakhs for
the year ended 31^st March 2024. Net Profit was 55,250.34
Lakhs for the year ended 31^st March 2025 compared to
earlier year’s H 9,924.22 Lakhs. Total Comprehensive Income
stood at H 54,811.68 Lakhs for the year ended 31^st March
2025 compared to H 9,730.61 Lakhs for the previous year.

4. SCHEME OF AMALGAMATION

The proposed Scheme of arrangements involves the
merger of Mangalore Chemicals & Fertilizers Limited
(MCFL) with the Company. Both companies engaged
in the manufacturing and distribution of fertilizers and
agrochemicals. This proposed merger aims at taking
their respective businesses to the next level of growth

by consolidating the business operations of both the
companies to become a larger entity.

MCFL has a significant presence in the Southern regions
of India while the Company has strong presence in the
Northern, Central and Eastern parts of India, thus making the
proposed combined entity a pan-Indian fertilizer company.
This move aims to enhance customer engagement, improve
large deal capabilities, use manufacturing capabilities of
both entities, reap benefits of economies of scale, optimize
supply chain and thus create a more compelling value
proposition for all stakeholders.

The proposed combined entity will become the one of the
largest integrated private sector fertilizer companies in
India, with a total manufacturing capacity of ~3.6 MMTPA.

Upon the scheme of arrangement becoming effective,
all shareholders of MCFL (as of a particular record date)
will be issued shares of the company in the ratio of 187
equity shares of the company for every 100 equity shares
of MCFL. The new shares of the company so issued to the
shareholders of MCFL will be listed on both, the National
Stock Exchange of India Limited and the BSE Limited.

This strategic amalgamation is aimed at streamlining
operations, achieving cost efficiencies, and strengthening
the combined entity’s market position in the fertilizer
sector. The scheme will enable consolidation of resources,
reduction of operational redundancies, and an enhanced
ability to serve the agricultural sector with a broader
product portfolio and improved supply chain logistics.

Once effective, the amalgamation is expected to drive
long-term value creation for stakeholders, improve capital
structure, and enhance operational synergies.

The merger is inter alia subject to the approval of the
National Company Law Tribunal(s), shareholders and
creditors of MCFL and the Company.

The Competition Commission of India has already
approved the proposed merger. Both the Stock Exchanges
have provided their no observation letter to file the scheme
with respective National Company Law Tribunal bench.
The Companies are in the process of obtaining other
regulatory approvals.

5. CAPITAL PROJECT
At Pardeep Plant

• The Company has embarked on a major capacity
enhancement initiative by revamping the existing
PAP-2 plant, increasing its capacity from 600 MTPD
to 1000 MTPD. Supported by M/s Prayon Technology,

Gas Turbine and Heat Recovery Steam Generator and
conversion of various drives to electric motors. This is
expected to further reduce Urea energy consumption
to 5.8 GCal/MT. Engineering discussions are
underway with vendors for system integration.

• Several environmental improvement projects are in
progress. A 1000 KLD Effluent Treatment Plant with RO
unit, being executed by M/s Thermax Ltd., is expected
to be operational by November 2025. A mechanized
filler handling system is near completion, which will
minimize material spillage. A new Medium Pressure
Stripper section is being installed in the Ammonia Plant
to reduce effluent generation and provide DM quality
water, with completion expected by January 2026.

• In terms of reliability enhancement, the Company
is undertaking projects including (a) replacement
of Utility Boiler A & C superheaters with upgraded
materials by M/s Thermax Ltd., (b) Ammonia
granulator replacement in the NPK A Plant, and (c)
Ammonia chiller replacement in the NPK B Plant.

• As part of operational sustainability, a new 3000 MT
Phosphoric Acid storage tank is being constructed
to improve storage capacity and import flexibility,
expected by November 2025. An existing HFO tank
is being modified to store 2500 MT of Sulphuric Acid,
allowing improved handling of upcoming imports and
cost optimization.

• Additionally, the Company is planning a new township
to offer modern and enhanced residential facilities
for employees, reflecting its continued focus on
employee welfare and infrastructure development.

6. TRANSFER TO RESERVES

Board of Directors has not proposed to carry any amount to
any reserve account during the year.

7. DIVIDEND

Your Board of Directors have recommended dividend
of H1 (10% ) per equity shares of face value of H 10 for
the Financial Year 2024-2025.The dividend distribution
policy is available on the website of the Company i.e.,
https://www.paradeepphosphates.com/uploads/content/
dividend-distribution-policy-20-08-2022.pdf

8. SHARE CAPITAL
Authorised Capital

The authorized share capital of the Company as on
31^st March 2025 was H 1000,00,00,000 (Rupees one thousand
crore) divided into H 900,00, 00,000 (Rupees nine hundred
crore) consisting of 90,00,00,000 (ninety crore) equity shares of
face value of H 10 each, and H 100,00,00,000 (Rupees hundred
crore) consisting of 1,00,00,000 (one crore) 7% non-cumulative
redeemable preference shares of face value of H 100 each.

9. HEALTH, SAFETY AND ENVIRONMENT (HSE)

The Company continues to uphold its strong commitment to
the highest standards of Health, Safety, and Environmental
(HSE) management across all its operations. Stringent
systems, internationally recognized certifications, proactive
community engagement, and continuous improvement
initiatives form the backbone of our HSE approach.

Health, Safety and Environment (HSE) - Paradeep
Plant

The Paradeep Plant maintained its strong commitment to
safety, health, and environmental stewardship throughout
FY 2024-25, with a focus on proactive risk management,
regulatory compliance, stakeholder engagement, and
community safety. The plant operates under a robust
Integrated Management System certified for ISO
9001:2015, ISO 14001:2015, ISO 45001:2018, ISO 50001
(Energy Management), and 5S workplace methodology.
The Company also holds premium memberships and
certifications such as the British Safety Council (UK) and
IFA Protect & Sustain.

Key HSE initiatives and achievements in FY 2024-25
include:

• The Plant actively observed National Road Safety
Month, National Safety Week, World Environment
Day, National Fire Service Day, and Chemical Disaster
Prevention Day through a wide range of awareness and
training programs. A divisional seminar on "Accident
Prevention” was conducted in association with the
Directorate of Factories & Boilers, Government of
Odisha for employees and contract workers.

• To extend safety awareness beyond the workplace,
biannual community outreach programs were
conducted in nearby villages to educate residents
about industrial hazards and emergency response
measures. A major highlight of the year was the
successful execution of a State Level Mock Exercise
on Chemical Disaster, simulating an ammonia
leak, under the guidance of the National Disaster
Management Authority (NDMA), in collaboration with
OSDMA and other government stakeholders.

• Further, the Company’s Fire & Safety team proudly
represented PPL at the Odisha Disaster Preparedness
Day exhibition, organized by OSDMA at Bhubaneswar.
The event witnessed the presence of the Hon’ble
Chief Minister of Odisha and senior government
officials. As part of the Ten Action Points framework
of the Odisha Government, the plant conducted
monthly Mass Safety Gatherings, followed by a Safety
Oath and the unveiling of safety theme banners,
with the active participation of senior executives,
workers, and staff.

• Continuing its focus on continuous improvement,
the Company underwent a safety audit by a team
from the Indian Chemical Council (ICC) under the
Responsible Care initiative, and constituted a new
cross-functional Safety Inspection Team comprising
members from E&I, TS, QC, and Safety departments.
Monthly "Mass Safety Responsiveness” sessions
(Safety Man Ki Baat) were also held to encourage
employee suggestions and recognize contributions
toward safety improvement.

• Community engagement remained a priority. A
notable event was held at Gopiakuda Panchayat,
where school students, teachers, frontline health
workers, SHGs, and youth clubs participated in a
program on emergency preparedness and chemical
hazard awareness.

• As a responsible organization, the Company
remains committed to environmental protection and
sustainability. It has successfully maintained Zero
Liquid Discharge (ZLD) at its plant by implementing
online analysers, PTZ cameras, and 24x7 connectivity
with the Pollution Control Board. To further prevent
contamination, colour-coded pipelines are installed to
segregate effluents from stormwater.

• In line with sustainable water management, the
Company is constructing a 1 lakh m³ lined rainwater
harvesting pond, and has initiated installation of a
100 m3/hr RO plant, which will significantly reduce
fresh water consumption by supplying 80 m3/hr of
treated water back into the process.

• To ensure clean air in and around the plant, Continuous
Ambient Air Quality Monitoring Stations have been
installed at the plant boundary and township. An
automatic road sweeping machine has been deployed
to enhance cleanliness and reduce dust emissions
within the premises.

• In the area of waste management, the Company
has safely disposed of approximately 1600 MT
of hazardous waste through TSDF and achieved
100% compliance with Plastic Waste Management
Rules for FY 2023-24. A complete ban on Single
Use Plastic (SUP) has been enforced across the
plant and township. An Organic Waste Converter
(OWC) processes food waste into manure for in¬
house gardening use.

• To support future expansion, the Company has
received necessary NOCs from the State Pollution
Control Board, Odisha for setting up a Sulphuric Acid
Plant-E, Phosphoric Acid Plant-3, and a dry gypsum
disposal system. Approvals have also been obtained
for reusing scrubber effluents in the process and
utilizing Phospho-Gypsum for road construction and

land development, enabling large-scale waste reuse
in infrastructure projects.

• In pursuit of green energy, the Company is in the
process of installing a 1 MW solar power plant,
expected to generate 14 lakh units of electricity
annually, saving approximately 1000 tons of CO₂-
equivalent to planting 40,000 trees per year.

• The Company actively promotes environmental
awareness through regular training sessions and
has established a NABL-accredited environmental
laboratory to ensure accurate monitoring of
environmental parameters.

• Lastly, under its afforestation drive, the Company has
launched a plan to plant 1 lakh trees over the next two
years and continues to maintain over 40% greenery
in its premises. As a result of its strong ecological
efforts, approximately 43,000 birds of 44 species
have been recorded in the plant area, highlighting
the organization’s role in sustaining a healthy
local ecosystem

Health, Safety and Environment (HSE) - Goa Plant

The Goa plant continues to demonstrate its commitment
to environmental and occupational safety excellence
by maintaining ISO 14001:2015 and ISO 45001:2018
certifications, revalidated by TUV Nord. Its 'Environment,
Health & Safety’ (EHS) Policy is aligned with these
global standards.

Key HSE initiatives and achievements in FY 2024-25
include:

• The Goa Fertilizer Plant has sustained its status as
a Zero Effluent Discharge (ZLD) facility since 1990.
A lush green belt around the complex continues to
thrive, supporting a rich ecosystem. The Company
also maintains continuous online ambient and stack
monitoring systems across critical emission sources
to ensure strict compliance.

• A collaborative study with CSIR-NEERI on solid and
wastewater management, including surface runoff
control, has been completed and recommendations
are under implementation. This initiative is expected
to minimize contaminant discharge during the
monsoon season.

• A 150 kg/day bio-digester has been installed to
process food waste from canteens, generating biogas
that is reused for cooking. Additionally, extractive gas
analyzers were replaced with DoAS analyzers for
improved detection of SO₂, NO₂, and NH₃ pollutants.

• Under its Extended Producer Responsibility (EPR)
initiative, the Goa plant diverted approximately 2070

tons of post-consumer plastic waste to recycling in
FY 2024-25, significantly reducing landfill pressure.

• On the health front, an Automated External
Defibrillator (AED) has been installed and first
responders trained for emergency care. An oxygen
concentrator and LED vision testing equipment were
introduced in the Occupational Health Centre (OHC),
enhancing medical preparedness and inclusivity. A
decontamination facility is also being established for
chemical exposure emergencies.

• The Company retained its 'Protect & Sustain’
stewardship certification from the International
Fertilizer Association and conducted multiple Safety,
Health & Environment awareness events, including
observances of National Safety Week and World
Environment Day. School outreach programs were
also organized to instill safe habits among children.

• The Company is actively implementing Process
Safety Management (PSM) systems, including
Management of Change, Incident Management,
Safety Observations, and Pre-Startup Safety Reviews.
A pocket PSM manual was developed. Contractor
Safety and Training modules are being rolled out.

• Further strengthening safety practices, HAZOP
training was conducted and Asset Integrity
Management training was held. A Quantitative Risk
Assessment (QRA) for the Plant and Ammonia
Terminal was also undertaken.

• To improve emergency preparedness, portable cutter
and spreader tools were procured. Public safety
messages on ammonia emergency precautions were
broadcast via FM radio to build community awareness.

Industrial Relations

Maintaining a positive and collaborative industrial relations
(IR) climate is a cornerstone of our people-centric approach.
At Paradeep Phosphates Ltd., we foster an ecosystem of
trust, transparency, and cooperation by actively engaging
with employee unions and key stakeholders. Our structured
stakeholder engagement strategy involves continuous
dialogue, joint consultative mechanisms, and structured
grievance redressal forums to ensure alignment with
business objectives while upholding employee welfare.

Through proactive union engagement, we promote
collective bargaining, fair negotiations, and shared
decision-making, reinforcing a culture of mutual respect and
industrial harmony. Our commitment to industrial stability
is reflected in the successful conclusion of the wage
settlement at our Paradeep location, ensuring equitable
compensation and long-term workforce satisfaction.
Additionally, our collaborative approach has resulted in
zero production loss due to labour unrest, demonstrating
the effectiveness of our proactive engagement strategies.

As we move forward, our commitment to an inclusive,
dynamic, and future-ready workforce remains steadfast.
By leveraging strategic partnerships with employees
and external stakeholders, we aim to build a progressive
workplace that propels Paradeep Phosphates Ltd. to
new heights of success while ensuring industrial peace,
productivity, and sustainable growth.

10. ANNUAL RETURN

Annual Return referred to in Section 92(3) of the Companies
Act, 2013 will be available on the website of the Company

i.e. https://www.paradeepphosphates.com/investors/
corporate-governance#annual-returns

11. a) BOARD MEETINGS

During the year, six Board Meetings were held on April
17, 2024, May 15, 2024, August 01, 2024, October
28, 2024, November 25, 2024 and February 03, 2025.
The details of the composition of the Board and
attendance of the Directors at the Board Meetings,
are provided in the Corporate Governance Report
attached as Annexure - A.

b) AUDIT COMMITTEE

During the year under review, six Audit Committee
Meetings were held on May 14, 2024, August
01, 2024, October 28, 2024, November 25, 2024,
February 03, 2025 and February 24, 2025 and all
the recommendations of the Audit Committee were
accepted by the Board. The details of the composition
of the Audit Committee and details of committee
meetings are given in the Corporate Governance
Report attached as Annexure- A.

12. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013,
your Directors confirm that:

a) in the preparation of the annual accounts, the
applicable accounting standards have been followed
along with proper explanation relating to material
departures, if any;

b) the Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the
profit and loss of the Company for that period;

c) the Directors 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) the Directors have prepared the annual accounts on a
going concern basis;

e) the Directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
operating effectively;

f) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and
operating effectively.

13. STATEMENT ON DECLARATION BY INDEPENDENT
DIRECTORS

All the Independent Directors of the Company have given
declarations that they meet the criteria of independence as
specified in Section 149(6) of the Comapnies Act and shall
abide by the Code for Independent Directors as specified in
Schedule- IV of the Act.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company was having 8
directors as on March 31, 2025 with seven Non-Executive
Directors including four Independent directors and a
Managing Director.

Mr. Dipanker Chatterji (DIN: 00031256), Independent
Director, completed his first term of 3 years on August
02, 2024 and his re-appointment for a second term of 3
years with effect from August 03, 2024 to August 02, 2027,
was approved by the shareholders through Postal Ballot
on July 20, 2024.

Mr. Subhrakant Panda (DIN: 00171845), Independent
Director, completed his first term of 3 years on January 30,
2025 and his re-appointment for a second term of 5 years
with effect from January 31, 2025 to January 30, 2030,
was approved by the shareholders through Postal Ballot on
April 16, 2025.

Mr. Karim Lotfi Senhadji (DIN: 09311876) is liable to
retire by rotation at the ensuing Annual General Meeting
of the Company.

There was no change in Chief Financial Officer and Company
Secretary of the Company during the year under review.

In the opinion of the Board of Directors, all the Independent
Directors possess requisite expertise and experience on the
roles, rights and responsibilities of Independent Directors.

A certificate obtained by the Company from a company
secretary in practice, confirming that none of the
Directors on the Board of Directors of the Company have
been debarred or disqualified from being appointed or
continuing as director of companies by the Securities and
Exchange Board of India /Ministry of Corporate Affairs or
any such statutory authority, is enclosed as Annexure "D”
to this Report.

15. DIRECTORS TRAINING & FAMILIARIZATION

The Company, in compliance with Regulation 25(7) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, formulates programs to familiarize
new Independent Directors inducted on the Board with the
Company. All the Independent Directors of the Company
are made aware of their roles and responsibilities at
the time of their appointment through a formal letter of
appointment, which also stipulates various terms and
conditions of their engagement.

Senior management personnel of the Company present to
the Board Members on a periodical basis, briefing them
on the operations of the Company, plans, strategy, risks
managment, new initiatives, ESG , etc.,

The Statutory Auditors and Internal Auditors of the
Company presents to the Board Members on Financial
Statements and Internal Controls including presentation
on regulatory changes from time to time.

16. PERFORMANCE EVALUATION

Pursuant to the provisions contained in Companies Act,
2013 and Schedule IV (Section 149(8) of the Companies
Act, 2013, the following performance evaluations
were carried out;

a. Performance evaluation of the Board, Chairman
and Non-Independent Directors by the
Independent Directors;

b. Performance evaluation of the Board, its
Committees and Independent Directors by the Board
of Directors; and

c. Performance evaluation of every Director by the
Nomination and Remuneration Committee.

The evaluation process covered adequacy of the
composition of the Board and its Committees, disclosure of
information to the Board and Committees, performance of
duties and obligations, governance parameters, participation
of the members of the Board / Committees and fulfilment of
independence criteria and maintaining independence from
the management by the Independent Directors.

Based on the evaluation done by the Directors, the
performance of the Board, its Committees and the Directors
were satisfactory and the quality, quantity and timeliness
of flow of information between the management and the
Board was appreciable.

17. NOMINATION AND REMUNERATION POLICY
AND DISCLOSURE ON REMUNERATION

Based on the recommendation of the Nomination and
Remuneration Committee, the Board has approved the
Nomination and Remuneration Policy. The Nomination
and Remuneration Policy provides for constitution & role

of Nomination and Remuneration Committee, guidelines
on procedure for appointment / removal of Director, Key
Managerial Personnel or at Senior Management level,
recommendation for remuneration, compensation and
commission to be paid to the Managing Director / Whole
time Director / Non - Executive Directors and carrying
out evaluation of performance of every Director and Key
managerial personnel.

The Nomination and Remuneration Policy is placed
on the website of the Company i.e. https://www.
paradeepphosphates.com/uploads/content/
whistleblowerpolicv29julv20221677899588.pdf.

The disclosure related to the employees under Section
197(12) read with Rule 5(1) of The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is
enclosed as Annexure 'H’ to this Report.

The information required pursuant to Section 197 (12)
of the Companies Act, 2013 read with Rule 5(2) of The
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of employees of the
Company l form part of this report. However, in terms of
Section 136 of the Companies Act, 2023, this report is
being sent to all the members of the Company excluding
the aforesaid information. Any member, who is interested
in obtaining these particulars about employees, may
write to the Company at cs.ppl@adventz.com. The said
particulars are available for inspection by the Members at
the Registered Office of the Company.

18. SUBSIDIARIES, ASSOCIATE COMPANIES AND
JOINT VENTURES

"Zuari Yoma Agri Solutions Limited”, Myanmar continued
as a 50:50 joint venture with Yoma Strategic Holdings
Ltd. Statement containing salient features of the financial
statement of the joint venture under Section 129 of the
Companies Act, 2013 read with Rule 5 of the Companies
(Accounts) Rules, 2014 is annexed hereto as Annexure- I.

19. Corporate Social Responsibility and ESG Committee

In accordance with the provisions of Section 135 of the Act
and Companies CSR (Policy) Rules, 2014, your Company
has constituted a CSR Committee of the Board. Based
on the recommendation of the Committee, the Board has
formulated a CSR Policy for the Company indicating the
CSR activities, modalities of execution, implementation
schedule, and amount of expenditure and monitor the
Policy from time to time. The Committee also oversee
the Company’s overall strategy, policies, practices and
performance with respect to ESG Matters. A detailed
Report on CSR activities undertaken by the Company
during the year, containing the information in the prescribed
format, is annexed hereto as Annexure- G and forms part
of this Report.

20. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has established a vigil mechanism through
Whistleblower Policy and the Audit Committee of the
Company is responsible to review periodically the efficient
and effective functioning of the vigil mechanism, to
deal with instances of fraud and mismanagement and
suspected violations of the Company’s Code of Business
Conduct and Ethics, if any.

The Whistleblower Policy provides for adequate
safeguards against victimization of employees and
Directors who express their concerns. The Company has
also provided direct access to the Chairman of the Audit
Committee on reporting issues concerning the interests
of the employees and the Company. The Whistleblower
Policy is placed on the website of the Company i.e.,
https://www.paradeepphosphates.com/uploads/content/
whistleblowerpolicv29julv20221677899588.pdf

21. RISK MANAGEMENT

The Company has the requisite processes and procedures
in place to identify and assist in minimizing exposure to
risk that threaten the existence of the Company. The
Board has put in place a risk management policy to
monitor and review potential risks. The brief detail about
this policy may be accessed on the Company’s website at
https://www.paradeepphosphates.com/uploads/content/
riskassessmentmanagementpolicy19nov2022.pdf

The Company regularly reviews and assess the policies/
procedures and identify risks, perform analysis of the
frequency and severity of potential risks, select the best
techniques to mitigate the risk, implement appropriate
risk management techniques and monitor, evaluate and
document results.

22. LOANS, GUARANTEES OR INVESTMENTS

The details of loans given, Corporate guarantees provided
and investments made by Company under the provisions
of Section 186 of the Companies Act, 2013 are given in the
notes to the financial statements.

23. TRANSFER OF UNCLAIMED DIVIDEND AND
SHARES TO THE INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 of the Companies
Act, 2013 and other applicable provisions of the Companies
Act, 2013 and rules made thereunder there is no unclaimed
/ unpaid amounts or shares were required to be transferred
to the Investor Education and Protection Fund (IEPF).

24. RELATED PARTY TRANSACTIONS

Transactions entered by the Company with its related
parties were on an arm’s length basis and/or in the ordinary

course of business. Suitable disclosures as required
under Ind AS-24 have been made in Note No. 33 to the
Financial Statements. The Company had not entered into
any arrangement/ transaction with related parties which is
material in nature pursuant to the provisions of Section 188
of the Companies Act and accordingly the disclosure of
Related Party Transactions in Form AOC-2 is not applicable.

25. DEPOSITS

The Company has not accepted any deposits in the past or
during the year.

26. STATUTORY AUDIT

The Statutory Auditors, M/s. BSR & Co. LLP Chartered
Accountants, were re-appointed at the 40^th Annual General
Meeting of the Company held on September 12^th, 2022,
to hold office from the conclusion of 40^th Annual General
Meeting till the conclusion of 45^th Annual General Meeting
of the Company.

27. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, the Company appointed M/s. Sunita Jyotirmoy
and Associates, Practicing Company Secretaries, to
undertake the Secretarial Audit of the Company for the year
2024-25. The Secretarial Audit report is annexed herewith
as Annexure - E.

28. COST RECORDS & COST AUDIT

The Company is required to maintain cost records as per
Section 148(1) of the Companies Act, 2013, and get the Cost
audit done by a Cost Auditor. Accordingly, such accounts &
records are made and maintained. The Company appointed
M/s. S. S. Sonthalia & Co., Cost Accountants, as the Cost
Auditor for the year 2024-25. The Cost Audit Report for the
year ended March 31, 2024 was filed by the Company with
the Ministry of Corporate Affairs.

29. AUDITORS' REPORT

There were no modifications, qualifications, reservations or
adverse remarks made by the Statutory Auditor, Secretarial
Auditor and Cost Auditor in their respective reports. No
frauds have been reported by the Auditors during the year.

30. MATERIAL CHANGES & COMMITMENTS

There were no material changes and commitments
affecting the financial position of the Company which
have occurred between the end of the financial year of the

Company to which the financial statements relate and the
date of this report.

31. SIGNIFICANT & MATERIAL ORDERS

No significant and material orders were passed by the
regulators or courts or tribunals impacting the going
concern status and the Company’s operations in future.

32. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has adequate systems of internal control in
place, which is commensurate with its size and the nature
of its operations. The Company has designed and put in
place adequate Standard Operating Procedures and Limits
of Authority Manuals for conduct of its business, including
adherence to Company’s policies, safeguarding its assets,
prevention and detection of fraud and errors, accuracy
and completeness of accounting records and timely
preparation of reliable financial information.

These documents are reviewed and updated on an
ongoing basis to improve the internal control systems
and operational efficiency. The Company uses a state-of-
the-art ERP (SAP) system to record data for accounting
and managing information with adequate security
procedure and controls.

33. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with all applicable mandatory
Secretarial Standards issued by the Institute of Company
Secretaries of India.

34. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements are prepared in
accordance with Indian Accounting Standards (Ind AS)
as per the Companies (Indian Accounting Standards)
Rules, 2015 notified under Section 133 of the Companies
Act, 2013 and other relevant provisions of the Companies
Act, 2013. The Consolidated Financial Statements for
the Financial Year ended 31^st March 2025 forms part of
the Annual Report.

35. EMPLOYEE STOCK OPTION SCHEME

Your Company has formulated an employee stock option
scheme, namely, PPL Employees Stock Option Plan 2021,
("ESOP 2021”). ESOP 2021 was approved pursuant to
a Board resolution and Shareholders’ Resolution, each
dated 10^th August 2021, and amended pursuant to a Board
resolution dated 29^th April 2022.

In terms of the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 as amended from time to
time ('SEBI Regulations’), the Nomination and Remuneration
Committee of Board, inter alia, administers and monitors
the PPL Employee Stock Option Plan 2021. A certificate
from the Secretarial Auditor on the implementation of your
Company’s Employees Stock Option Scheme will be placed
at the ensuing Annual General Meeting for inspection by
the Members. Further, disclosures pursuant to Regulation
14 of the SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 read with SEBI circular dated
16^th June 2015 for the financial year ended 31^st March 2025
are available on website of the Company.

36. DISCLOSURE AS PER SECTION 22 OF THE SEXUAL
HARRASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013

The Company has in place an Anti-Sexual Harassment
Policy in line with the requirement of the Sexual
Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013 and all the employees
are covered under this Policy. Awareness program on
Legislations and remedies related to sexual harassment of
women at workplace has been conducted. The Company
has complied with provisions relating to the constitution of
Internal Complaints Committee under this Act. The status
of the sexual harassment complaint received and disposed
during the year are below :

i. number of complaints of sexual harassment received
in the year - nil.

ii. number of complaints disposed off during the year - nil.

iii. number of cases pending for more than ninety days - nil.

37. DISCLOSURE WITH RESPECT TO THE
COMPLIANCE OF THE PROVISIONS RELATING
TO THE MATERNITY BENEFIT ACT 1961

The Company has complied with the provisions relating to
the Maternity Benefit Act 1961.

38. CONSERVATION OF ENERGY, RESEARCH AND
DEVELOPMENT, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy,
technology absorption, foreign exchange earnings
and outgo as required under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies

(Accounts) Rules, 2014 is furnished in Annexure F attached
to this report.

39. THE DETAILS OF APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (31 OF 2016)
DURING THE YEAR ALONGWITH THEIR STATUS
AS AT THE END OF THE FINANCIAL YEAR

No application was made or any proceedings filed under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016)
during the financial year 2024-25.

40. CORPORATE GOVERNANCE

The Company is committed to good corporate governance
practices. The Board endeavors to adhere to the standards
set out by the Securities and Exchange Board of India
(SEBI) on corporate governance practices and accordingly
has implemented all the mandatory stipulations.

A detailed Corporate Governance Report in line with the
requirements of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 regarding the corporate
governance practices followed by the Company which is
given as Annexure - A and the certificate from Practicing
Company Secretary relating to compliance of mandatory
requirements is given as Annexure - B. A statement
regarding opinion of the Board, with regard to integrity,
expertise and experience (including proficiency) of the
Independent Directors appointed during the year is given
in Corporate Governance Report annexed as Annexure A.
Management Discussion and Analysis report for 2024-25,
forms part of the Annual Report.

41. BUSINESS RESPONSIBILITY AND

SUSTAINABLITY REPORT

The 'Business Responsibility and Sustainability Report’
(BRSR) for the FY 2024-25, forms part of the Annual Report.

42. GENERAL

No disclosure or reporting is made with respect to
the following items, as there were no transactions
during FY 2024-25:

• The issue of equity shares with differential rights as
to dividend, voting or otherwise;

• Issue of shares (including sweat equity shares) to
employees of the Company under any scheme except
Employees’ Stock Options Schemes referred to
in this Report;

• Managing Director and Chief Executive Officer has
not received any remuneration or commission from
any of its subsidiaries;

• There was no revision in the financial statements;

• The Company has not made any downstream
investments during FY 2024-25 and hence certificate
under FEMA is not required;

• There was no material subsidiary during

the FY 2024-25 and

• There was no one time settlement against
any of the loan availed by the Company from
the Banks or Financial Institutions during the
Financial Year 2024-25.

43. ACKNOWLEDGEMENT

Your Board of Directors take this opportunity to acknowledge
the continued support and co-operation extended by the
Shareholders. The Board wishes to place on record their
appreciation of the continued support and cooperation
extended by the Consortium of Bankers, East Coast
Railway, Paradeep Port Trust, Government Departments
both at the Centre and the States, Suppliers, Dealers and
above all, Farmers. The Board also wishes to place on
record their deep appreciation of the excellent services
rendered by the Employees at all levels during the year.

For and on behalf of the Board of Directors,

Saroj Kumar Poddar

Chairman
DIN: 00008654
Date: 06/05/2025