Your Directors have pleasure in presenting the Forty Fourth Annual Report of Paradeep Phosphates Limited ("Company”) together
with the Audited Financial Statements for the financial year ended March 31,2026.

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.

The Members of the Company have approved the alteration
of Object Clause-III A of Memorandum of Association, by
way of Special Resolution passed on February 02, 2026.

The newly inserted clause is enabling and ancillary in
nature, primarily to facilitate power generation (including
through waste heat recovery systems) and sale of the
same, (which is a byproduct and best utilization of the
energy getting wasted), in connection with and in support
of the existing fertilizer manufacturing operations.

3. REVIEW OF OPERATIONS

During the financial year, on a standalone basis, the
Company recorded operating revenue of J 21,82,634.02
lakhs as compared to J 16,95,864.76 lakhs for the previous
financial year.

The Profit Before Tax for the year ended March 31, 2026
was J 1,32,844.88 lakhs as compared to J 91,159.47
lakhs for the year ended March 31, 2025. Net Profit was
J 99,684.40 lakhs for the year ended March 31, 2026
compared to earlier year’s J 66,285.60 lakhs. Total
Comprehensive Income stood at J 1,00,044.78 Lakhs for
the year ended March 31, 2026 compared to J 65,753.22
Lakhs for the previous year.

4. SCHEME OF AMALGAMATION

The Composite Scheme of Arrangement amongst the
Mangalore Chemicals & Fertilizers Limited (MCFL),
Company and their respective shareholders and creditors
("Scheme of Arrangement” or "Scheme”) Proposing the
Merger of MCFL with Company was approved by the
Hon’ble National Company Law Tribunal, Bengaluru Bench
vide its Order dated September 24, 2025 and the Hon’ble
National Company Law Tribunal, Cuttack Bench vide its
Order dated September 26, 2025. Consequently, MCFL
merged with the Company with effect from October 16,
2025 and dissolved without any further action.

Pursuant to the said orders and in accordance with the
Scheme of Arrangement, the Company on December 03,
2025, issued and allotted 22,16,23,331 equity shares to
those eligible shareholders of the MCFL, whose names
appeared in the Register of Members/ Beneficial Owners
as on the Record Date (i.e., October 31, 2025).

The said equity shares of the Company were listed and
admitted to dealings on the National Stock Exchange of
India Limited and BSE Limited from December 31, 2025.

The details of the scheme and other relevant information
are available on the website of the Company and the stock
exchanges where the shares of the Company are listed

5. Capital Projects
At Pardeep Plant:

• For upstream integration and to meet the increased
demand for low-pressure steam, power and sulfuric
acid, a new 1,500 TPD Sulfuric Acid Plant was

successfully commissioned on 22^nd September
2025. Installation of an integrated 23 MW power
plant is currently under development. Following
the successful installation, the total sulfuric acid
production capacity has increased to 5,500 MTPD.

• As part of the upstream expansion, a new 350 TPD
evaporator was successfully commissioned in
December 2025, increasing the Strong Phosphoric
Acid (SPA) production capacity from 850
MTPD to 1,200 MTPD.

• As part of the Company’s commitment to surface
water runoff management, a 100,000 m³ collection
pond has been successfully constructed to prevent
initial contamination from surface runoff.

• To reinforce soil and environmental safety, the
Gypsum Pond-1 perimeter ditch lining-initiated
in November 2024 has been successfully
completed in March 2026.

• In alignment with future energy requirements, the
Main Receiving Substation (MRSS) expansion has
been successfully completed to accommodate the
additional 23 MW load from the new SA plant in
September 2025.

• Paradeep Site become Net Power Export during
the month of February 26. Power is being exported
based on Fertilizer grades produced.

• Infrastructure is also being improved with the
development of dedicated track and platform
facilities for loading Gypsum and Zypmite, which
currently operate without specialized loading
infrastructure.

At Goa Plant:

• The Company has made significant progress in
enhancing energy efficiency through its Energy
Savings Scheme, being implemented in three phases.

• Phase 1 has been successfully completed and
involved retrofitting the Ammonia Converter with a
three-bed configuration and installation of Casale’s
Amomax catalyst. These initiatives have reduced
urea energy consumption to 6.5 GCal/MT.

• Phase 2 is in the final stage of commissioning
and includes the retrofit of the Synthesis Gas
Compressor Train and Air Compressor Turbine. The
rotary equipment has been supplied by M/s Siemens,
while the ASV cooler has been designed and
fabricated by M/s ISGEC. Detailed engineering has
been carried out by M/s Worley. Upon completion,
urea energy consumption is expected to reduce
further to 6.1 GCal/MT.

• In addition, a new Medium Pressure Stripper section
has been installed in the Ammonia Plant to reduce
effluent generation and produce DM-quality water;
the system is currently under commissioning.

• Phase 3, scheduled for completion in the first half
of FY 2028-29, will involve installation of a Gas
Turbine and a Heat Recovery Steam Generator
(HRSG). Conceptual sizing has been completed,
with M/s Fichtner appointed as the engineering
consultant. Invitations to Bid (ITB) have been issued
to M/s Thermax, M/s ISGEC and M/s Thyssenkrupp
and technical evaluations are in progress. Upon
completion, urea energy consumption is expected to
further reduce to 5.7 GCal/MT.

• Several environmental improvement projects have
also been commissioned. A 1000 KLD Effluent
Treatment Plant (ETP) with RO unit, executed
by M/s Thermax Ltd., has been successfully
commissioned. A mechanized filler handling system
has been introduced to minimize handling losses
and spillage. Additionally, new catchment pits have
been constructed to prevent any carryover into the
sea during the monsoon.

• In terms of reliability enhancement, the Company
has undertaken key initiatives, including:

(a) replacement of Utility Boiler A & C superheaters
with upgraded materials by M/s Thermax Ltd.; and

(b) replacement of the Ammonia Granulator in
the NPK-A Plant.

• As part of operational sustainability, a new 3,000 MT
Phosphoric Acid storage tank has been constructed
and commissioned to enhance storage capacity
and improve import flexibility. Further, an existing
HFO tank has been modified to store 2,500 MT of
Sulphuric Acid, enabling better import handling and
cost optimization.

• Additionally, the Company is planning the
development of a new township to provide modern
and improved residential facilities for employees,
reinforcing its commitment to employee welfare and
infrastructure development.

At Mangalore Plant:

• The Sulphuric Acid expansion project was

commissioned successfully in the month of March
2026. The plant achieved full capacity in April 2026
and expected to produce its rated capacity. The
manufactured sulphuric acid shall be used for captive
consumption in the production of NP 20:20:00:13 and
other products, substituting import / purchase of the
acid significantly. Surplus steam from the sulphuric
acid plant shall be utilized in Urea production.

• A Floating solar photovoltaic plant is under
installation on the surface of the two water reservoirs
covering an area of 17,340 m² in Mangalore plant
on Build Own Operate & Transfer basis with a
power purchase agreement period of 25 years. The
plant will generate about 3.64 million units of solar
energy annually.

• A long-term power purchase agreement has been
signed with a Group Captive Renewable Power plant
developer to set up Wind-Solar based hybrid Group
Captive Power plant in northern part of Karnataka.
About 14.12 million units of renewable power shall be
purchased through this agreement annually.

• Following energy saving schemes were implemented
in the financial year as continued effort to reduce
specific energy consumption of products:

1. Installation of motor driven boiler feed water
pump to replace turbine driven pump, saving
steam in Ammonia plant.

2. Waste heat recovery unit to fired heaters to
recovery heat from flue gas to heat.

3. Suction chilling of CO₂ Compressor in Urea plant.

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
J 1.50 per equity share of face value of J 10 for the Financial
Year 2025-2026. 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 March
31, 2026 was J 1130,00,00,000 (Rupees one thousand and
one hundred thirty crore) divided into J 1050,00,00,000
(Rupees one thousand and fifty crore) consisting of
105,00,00,000 (one hundred and five crore) equity shares
of face value of J 10 each and J 80,00,00,000 (Rupees
eighty crore) consisting of 80,00,000 (eighty lakhs) 7%
non-cumulative redeemable preference shares of face
value of J 100 each.

9. HEALTH, SAFETY AND ENVIRONMENT

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.

Paradeep Plant

The Paradeep Plant maintained its strong commitment to
safety, health and environmental stewardship throughout
FY 2025-26, 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 NABL ISO-IEC17025,
Responsible Care (ICC), British Safety Council (UK) and
IFA Protect & Sustain.

Key HSE initiatives and achievements in FY 2025-26
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.

• To extend safety awareness beyond the workplace,
community outreach programs were conducted
in Fatepur and Bagadia villages of Kujanga Block
to educate residents on industrial hazards and
emergency response measures. These initiatives
aimed to enhance preparedness and safety
awareness among the local communities in the
surrounding areas.

• To strengthen emergency preparedness and
response capabilities, multiple on-site and off¬
site mock drills were conducted during the year.
An on-site emergency drill simulating a boiler
explosion scenario was carried out at the SAP-C
Waste Heat Boiler in November in the presence
of regulatory authorities, mutual aid partners
and local stakeholders. Additionally, an off-site
emergency mock drill simulating an ammonia leak
was conducted along the highway in December,
involving district administration officials, regulatory
authorities and local village representatives. The
Company also actively participated in Civil Defense
mock drills for air strike preparedness at Paradeep in
coordination with the District Administration.

• 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 analyzers, PTZ cameras and 24x7 connectivity
with the Pollution Control Board. To further prevent

contamination, colour-coded pipelines are installed
to segregate effluents from stormwater.

• 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.

• 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.

• During FY 2025-26, the Company spent ?8.68 crore
towards recurring expenditure for implementation of
the stipulated environmental conditions.

• To support future expansion, approvals have also
been obtained for utilizing Phospho-Gypsum for
road construction and land development, enabling
large-scale waste reuse in infrastructure projects.

• As part of its afforestation drive, the Company
has launched an initiative to plant 1 lakh trees and
continues to maintain over 40% greenery within its
premises. In line with its commitment to a sustainable
India, the Company also undertook a green initiative
under 'Ek Ped Maa Ke Naam 2.0’, planting 21,000
trees during the year. As a result of these sustained
ecological efforts, approximately 42,000 birds
representing 50 species have been recorded within
the plant area, underscoring the Company’s role in
fostering a healthy local ecosystem.

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 2025-26
include:

• On the health front-PPL-GU OHC received
appreciation certificate from Directorate of Health
Services Goa Government for continual creation of
awareness in TB elimination at workplace. We are
also one of the first industry to receive permanent
registration under Clinical Establishment Act
(CEA), Government of Goa. Dr. Ajit Vaidya received
excellence award for the contribution in the field of
Occupational Health by Green Triangle Society &
Indian Association of Occupational Health, Goa. The
proposed Decontamination facility for management
of chemical emergencies at OHC has been made
functional. We also took a new initiative in training
over 500 employees/workers in Compression only
Lifesaving (COLS).

• Based on the recommendations of the comprehensive
study on solid and wastewater management carried
out by CSIR-NEERI, a series of targeted measures
have been implemented to strengthen storm water
and process water management across the facility.
Segregation between Storm Water Drains (SWDs) and
Process Water Drains (PWDs) has been established
through clear physical separation. The process water
drainage network has been modified and augmented
to improve flow efficiency and prevent cross¬
contamination. Re-concreting works in the NPK-A
process plant areas have been completed to enhance
drainage integrity and minimize seepage risks. Roof¬
top rainwater from relatively less contaminated
areas is being directly diverted outside the premises
through closed conduit systems to reduce hydraulic
load on the drainage system. Covered sheds have
been provided over NPK wet sections to prevent
ingress of rainwater and limit contamination.
Additionally, as part of the study recommendations,
a catchment pit is under near completion, designed
to capture the initial surface runoff carrying higher
contaminant loads during the first two days of rainfall,
with a storage capacity of approximately 2000 m³
ensuring effective management of contaminated
storm water during monsoon conditions.

• Under the Continuous Emission Monitoring System
(CEMS) initiative, significant upgrades have been
implemented to enhance monitoring accuracy and
regulatory compliance. New Particulate Matter (PM)
analysers of OPSIS make have been installed as part
of the Continuous Ambient Air Quality Monitoring
(CAAQM) system, improving the precision and
reliability of ambient air quality data. In addition, new
ammonia analysers were commissioned in January
2026 on the NPK-A fumes stack and the DAP
stack, enabling continuous monitoring of ammonia
emissions and strengthening emission control and
compliance assurance.

• Vertical lifelines with fall arresters were installed
on the cat ladders of Ammonia Reformer Stack,
Boiler Stack, and DG Stack through Karam Safety,
enhancing safety measures for working at height.

• On the occasion of Van Mahotsav, celebrated on
14^th August 2025, a total of 30 saplings were planted
within the plant premises to promote greenery and
environmental sustainability.

• The Company conducted half-yearly mock fire and
ammonia leak drills with cross-functional teams to
evaluate response effectiveness, bridge gaps and
strengthen incident preparedness. Additionally,
quarterly drills at the Ammonia Terminal sharpened
the coordination and competency of our emergency
response teams.

• The Company delivered approximately 14,000 man¬
hours of comprehensive training through classroom
sessions, practical shop-floor exercises and
external programs to strengthen the safety culture.
These initiatives significantly boosted hazard
awareness, technical competency and safe work
practices across the workforce. Complementing
this, top management leads monthly mass safety
gatherings on the first working day of each month
to reinforce leadership commitment, facilitate open
communication and ensure continuous engagement
with every employee and worker.

Mangalore Plant

The Mangalore Plant continues to uphold its strong
commitment to safety, health, environment and energy
management through the effective implementation
of its Integrated Management System, aligned with
internationally recognized standards-ISO 14001:2015, ISO
45001:2018 and ISO 50001:2018-validated and certified
by DNV. The Plant remains dedicated to sustaining these
standards while continuously improving its processes to
ensure a safe, environmentally responsible and energy-
efficient manufacturing unit. In line with this commitment,
an Integrated Management System Policy has been
established and is actively followed across operations.

Key HSE initiatives and achievements in FY 2025-26
include:

• Various safety promotional initiatives were
undertaken to strengthen awareness and reinforce
a culture of safety across the organization. These
included the observance of Fire Service Week and
Chemical Disaster Prevention Week and celebration
of National Safety Day, each marked by a series
of training programmes, awareness sessions and
employee engagement activities. These initiatives
underscore the Company’s continued efforts
to foster a strong safety culture and encourage
proactive participation across all levels.

• Emergency preparedness was further strengthened
through multiple mock drills, including two on-site
emergency exercises and two plant-level drills. The
Mangalore Plant’s fire team also actively participated
in external emergency preparedness exercises,
including on-site mock drills at neighbouring
industries as well as the off-site emergency mock
drill conducted by the district administration. The
fire team has also extended support during several
external fire incidents in neighbouring industries,
including an ammonia leak at a neighbouring
factory, demonstrating the team’s readiness and the
Company’s commitment to community safety.

• Safety of contractor personnel working on fragile
roofs was enhanced through the installation of fixed
horizontal anchorage lifelines on such buildings,

providing effective fall protection. Emergency
communication facility was strengthened by
installing fixed radios in plant control rooms and
the fire & safety department, along with mobile
radios in emergency vehicles such as fire tenders
and the ambulance. An E-Work permit system
was implemented in the factory using customized
software. Fire safety infrastructure was upgraded
with the revamp of fire hydrant pump house-2 at
utilities, replacing two motor-driven and one engine-
driven pumps (each 273 m³/hr at 88m head) and a
jockey pump. Fire hydrant system for the new 300
TPD Sulphuric Acid Plant was commissioned. Three
fully encapsulated chemical protective suits were
procured to enhance safety of emergency responders
during ammonia leak emergencies.

• A comprehensive third party safety audit of the entire
complex was carried out by a multi-disciplinary team
of experts. Periodic audits of the Safety, Health &
Environment Management System were also carried
out by M/s. DNV. Further, the factory was certified
under the International Fertilizer Association’s
global product stewardship standard, "IFA Protect
& Sustain,” by M/s. SGS, achieving the distinguished
level of Product Steward Excellence.

• The Mangalore Plant has received notable recognition
for its safety performance. The unit was awarded
the prestigious "Athyunnatha Suraksha Puraskara”
in September 2025 by the National Safety Council,
Karnataka Chapter, securing the rolling trophy for
the top position for the best safe industry across all
categories of industries in Karnataka State.

• The unit maintains an Environmental Management
System certified under ISO 14001:2015 along with
a NABL-accredited Environment laboratory, enabling
systematic identification, monitoring and control of
environmental aspects, thereby ensuring regulatory
compliance, data reliability and continuous reduction
in environmental risks.

• Zero Liquid Discharge (ZLD) has been consistently
sustained through advanced effluent and sewage
treatment systems, ensuring complete recovery and
reuse of treated water as cooling tower make up,
eliminating any discharge to external water bodies
and significantly reducing freshwater withdrawal as
well as aquatic pollution load.

• Fresh water consumption is reduced through
replacement of the aging pipeline from reservoir to
plant, eliminating transmission losses due to leakage
and by installation of Thermoplastic Polyolefin (TPO)
membrane in 18- and 6-million-gallon reservoirs,
preventing seepage into the ground, thereby
conserving fresh water and improving overall water
utilization efficiency.

• The transition to natural gas as a feedstock and
fuel continues to deliver significant environmental
benefits, with sustained reductions in sulphur dioxide
emissions due to its negligible sulphur content, along
with consistently lower carbon dioxide emissions
owing to its higher hydrogen-to-carbon ratio, thereby
continuously improving ambient air quality and
reducing greenhouse gas intensity.

• Continuous Ambient Air Quality Monitoring

systems and Online Stack Emission Monitoring
continue to ensure real-time tracking of pollutants,
enabling immediate corrective actions, regulatory
transparency through CPCB connectivity and
sustained compliance with emission standards.

• The unit has further developed and strengthened its
greenbelt, including plantation of 3,000 saplings in the
premises during the year 2025-26. A Green Belt and
Carbon Sequestration study was carried out inside the
factory premises by a certified third-party agency. The
Mangalore Plant, based on a scientifically assessed
study, has a total carbon stock of ~130,770 tonnes
CO₂e and an annual sequestration of ~579 tonnes CO₂.
These values highlight its significant contribution to
climate change mitigation, along with added benefits
of supporting biodiversity, improving air quality,
strengthening overall environmental sustainability.

• A floating solar photovoltaic plant of 1800 kW
capacity is installed in 18- and 6-million-gallon water
reservoirs, which not only generates ~3.5 million units
of renewable energy annually, reducing dependence
on grid electricity and associated emissions
(~2,576 tonnes CO₂/year), but also minimizes water
evaporation losses due to surface coverage.

• Energy efficiency initiatives including large-
scale LED lighting replacement and rooftop solar
installations continue to deliver benefits by reducing
electricity consumption through lower lighting load
and auxiliary power demand, thereby indirectly
reducing greenhouse gas emissions associated with
grid power generation.

• 100% plastic waste recycling has been achieved
under the Extended Producer Responsibility (EPR)
framework, ensuring collection, transportation and
scientific recycling of post-consumer plastic waste.
A total of 2317 MT of plastic waste was collected,
transported and recycled during FY 2025-26 by the
Mangalore Plant in compliance with the Plastic Waste
Management Extended Producer Responsibility
(EPR) requirements.

• Waste-to-resource initiatives are already in place and
actively continuing. A biogas digester installed in the
factory canteen facilitates the anaerobic conversion

of organic food waste into methane-rich biogas for
cooking, thereby reducing LPG consumption and
preventing methane emissions from uncontrolled
decomposition. Additionally, organic waste
composting practices through an organic waste
composting machine installed in the township
are ongoing, converting biodegradable waste into
nutrient-rich compost, which reduces landfill burden
and enhances soil health.

• Additional initiatives including rainwater harvesting,
waste collection, segregation & scientific disposal
and installation of advanced chlorine dioxide-based
treatment systems continue to enhance resource
recovery, reduce hazardous waste impact, improve
cooling water quality, minimize chemical consumption
and effluent generation.

• Periodical medical examinations were conducted for
the year 2025-26 for all employees which included
general physical examination, systemic examination
and laboratory investigations. Special tests like
Pulmonary Function test, Audiometry and Vision
test were also conducted for identified employees
exposed to the hazards like chemicals, dust and
sound as per statutory requirement.

• Periodical medical examination was conducted
for the contract employees and health advise was
provided accordingly. Medical examination of the
canteen workers was conducted covering tests
for any communicable diseases. Employees of
Ammonium Bi Carbonate Plant were examined
for any communicable / skin diseases and were
immunized against diseases like Hepatitis B, Typhoid
and Tetanus as per schedule.

• Awareness programme on subjects like Health
Hazards of Ammonia & Management of Ammonia
Toxicity, Diphoterine Spray & its usage in Acid and
Alkali burns were conducted for the employees.

• First aid training programmes were conducted for
employees and contract workers regularly by Expert
Faculty. Awareness programmes on "Health and
Personal Hygiene” were conducted regularly for
Canteen workers and ABC Plant employees.

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, seven Board Meetings were held on
May 06, 2025, July 28, 2025, October 08, 2025, October
16, 2025, November 06, 2025, February 02, 2026 and
March 18, 2026. 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, five Audit Committee
Meetings were held on May 05, 2025, July 28, 2025,
November 06, 2025, February 02, 2026 and March
30, 2026 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 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 Companies Act, 2013
and shall abide by the Code for Independent Directors as
specified in Schedule - IV of the Act.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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. Akshay Poddar (DIN: 00008686) was appointed as
Additional Director (Non-Executive Director) and Vice
Chairman with effect from November 06, 2025 and his
appointment was approved by the shareholders through
postal ballot on February 02, 2026 (last date of e-voting).

Ms. Ruchira Kamboj (DIN: 11068450) was appointed as
Additional Director (Independent Director) for a term of 5
years with effect from November 06, 2025 to November
05, 2030 and her appointment was approved by the
shareholders through postal ballot on February 02, 2026
(last date of e-voting).

Mr. N Suresh Krishnan (DIN: 00021965), Managing Director
has been re-appointed for a period of 3 years with effect
from February 16, 2026 to February 15, 2029 and his re¬
appointment was approved by the shareholders through
postal ballot on April 26, 2026 (last date of e-voting).

Mr. Marco Philippus Ardeshir Wadia (DIN: 00244357)
was appointed as Director (Independent Director) for a
term of 5 years with effect from March 18, 2026 to March
17, 2031 and his appointment was approved by the
shareholders through postal ballot on April 26, 2026 (last
date of e-voting).

Mr. K K Rajeev Nambiar, Chief Operating Officer of the
Company (DIN: 07313541) was appointed as Joint
Managing Director for a period of 3 years with effect from
April 01, 2026 to March 31,2029 and his appointment was
approved by the shareholders through postal ballot on
April 26, 2026 (last date of e-voting).

Mr. Saroj Kumar Poddar (DIN: 00008654) is liable
to retire by rotation at the ensuing Annual General
Meeting of the Company and being eligible offer himself
for re-appointment

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, the operations
of the Company, plans, strategy, risks management, 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/nomination-
and-remuneration-policy.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 should 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/whistle-
blower-policv1776938566.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 athttps://
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 the
unclaimed / unpaid amounts or shares were 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 1 2, 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 shareholders appointed M/s. Sunita Jyotirmoy and
Associates, Practicing Company Secretaries, to undertake
the Secretarial Audit of the Company for 5 consecutive
years 2025-26 to 2029-30. 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 2025-26. The Cost Audit
Report for the year ended March 31, 2025 was filed by the
Company with the Ministry of Corporate Affairs.

29. AUDITORS' REPORT

There were no 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 March 31, 2026 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 August 10, 2021, and amended pursuant to a Board
resolution dated April 29, 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 June 16, 2015 for the
financial year ended March 31, 2026 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 2025-26.

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. Management
Discussion and Analysis report for 2025-26, forms part of
the Annual Report.

41. BUSINESS RESPONSIBILITY AND

SUSTAINABLITY REPORT

The 'Business Responsibility and Sustainability Report’
(BRSR) for the FY 2025-26, 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 2025-26:

• 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 2025-26 and hence certificate
under FEMA is not required;

• There was no material subsidiary during

the FY 2025-26 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 2025-26.

• The Corporate Identification Number

(CIN) of the Company has been changed
from "L24129OR1981PLC001020” to

"L201220R1981PLC001020”,

The change in CIN has occurred pursuant the
amendment in the Object Clause of the Memorandum
of Association (MOA),and subsequent alignment with
the currently valid National Industrial Classification
(NIC) Code 2008.

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, Railway
Authorities, Port Authorities, 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

Date: 11/05/2026 DIN: 00008654