The Directors hereby present their Fortieth (40th) Annual Report on the performance of
Rama Phosphates Ltd. (the Company) together with the Audited Financial Statements for
the Financial Year ('FY) ended March 31, 2025.

In retrospect, FY 25 was a year of continuing challenges, due to geopolitical conflict in
Europe and heightened tensions in Middle East, coupled with high commodity prices which
did moderate from their peak. Despite above challenges, we did overcome the adversities
and achieved commendable performance during the year.

DIVIDEND

Keeping in view of the long term growth strategy and to ensure that shareholders get
sustained return on their investments and considering growing working capital
requirements, your Directors at their Board meeting held on 14th May, 2025, has
recommended payment of ? 0.25 paisa (Rupee twenty five paisa only) per equity share i.e.
5% of the face value of ? 5 (Rupees five only) each as dividend for the financial year
2024-25. The payment of dividend is subject to the approval of the shareholders at the

ensuing Annual General Meeting ('AGM') of the
Company and deduction of tax at source, as
required under the law. The final dividend, i1
approved, would be paid to members whose names
appear in the Register of Members as on the record
date fixed for this purpose.

STOCK-SPLIT/ SUB-DIVISION

To broaden our shareholder base and increase the
accessibility of our shares to a diverse range o1
investors, during the year under review, as a result ol
sub-division/split of existing 1 (one) equity share ol
the Company, having face value of ? 10/- (Rupees
Ten only) each, into 2 (two) equity share having face
value of ? 5/- (Rupees Five only) each. However,
there was no percentage change in share capital ol
the company as on March 31, 2025. Post the stock
split/sub-division, your Company's shares have
become affordable thereby leading to doubling ol
the number of shareholders and contributing to the
development of strong retail shareholder base.

FINANCIAL HIGHLIGHTS

During the year under review, performance of your
Company is as under:

OVERALL FINANCIAL PERFORMANCE

The yearly performance was driven by strong sales
volume in fertilizer segment, operational excellence
and favourable agricultural conditions.

Throughout the year, we have focussed on
enhancing efficiencies across the three key areas -
planning, procurement and production (3Ps) with
the objective of improving our EBITDA margin.

Turnover and Profitability

During the year, the Company's revenue spurted by
23% from ? 60,550.34 lakhs in FY 2024 to
? 74,723.21 lakhs in FY 2025 due to improved
sales in Single Super Phosphate ('SSP'), Sulphuric
Acid and contribution from new products launches
like UroSuper (Granular).

At the same time, EBITDA for FY 2025 stood at
? 4696.61 lakhs as compared to negative
(? 1,942.41 lakhs) in FY 2024 reflecting a
significant turnaround in operational performance
across all segments.

The PBT for FY 2025 stood at ? 2555.80 lakhs
making a substantial improvement from negative
PBT of (? 4121.06 lakh) in FY 2024.

Fertilizer Division

During the year, Company grabbed the opportunity
and enhanced its sales performance by 11%
on fertilizer front. This has resulted in increased
revenue by 24.60% from ? 44,859 lakhs to
? 55,896 lakhs.

Chemical Division

The revenue from sales realization increased to
? 10,344 lakhs in the current year as against ?
7,053 lakh achieved in previous year FY 2024 due
to higher realization and buoyancy in chemicals
market.

The finance cost during the year increased
marginally from ? 1,281.81 lakhs to ? 1,320.58
lakhs due to optimum utilization of working capital
funds to meet plant operational activities.

There was a marginal increase by 7.65% in
employees cost also to ? 3500.98 lakhs from
? 3,208.39 lakhs due to annual increment.

Your Company's operating segment consisting of:

• Fertilizers

• Chemicals (Acid)

• Micronutrients

• Edible oil

• Import of P & K Fertilizers

All efforts were made by your Company with holistic
approach for overall operational efficiencies by
implementing various exercises viz., strict
monitoring on raw material procurements at
competitive prices, optimization of production, tight
control on inventory etc.

Review of Operations during FY 2025

Your Company continues to operate its manu¬
facturing units in Indore (Madhya Pradesh), Pune
(Maharashtra) and Udaipur & Nimbahera (Rajasthan)
at optimum capacity. The Company maintains a
strong balance sheet supporting financial stability
and future growth initiatives.

This FY 2025 was a year of innovation, execution
and expansion marked by our achievement as the
FIRST COMPANY IN INDIA to introduce SAMPURN
with Mg. Your company have also launched new
premium innovative product “UROSUPER” a
pioneering combination of Urea and SSP to the
farming community.

The Company achieved EBITDA of ? 4696.61 lakhs
against negative (? 1942.41 lakhs) in FY 2024, a
significant turnaround owing to better operating
margin and cost optimisation.

Considering our delivery efficiencies, the existing
marketing tie-up with one of the PSUs, Hindustan
Urvarak & Rasayan Limited (HURL) a leading Urea
manufacturing Company for supply of approximately
1 lac MT of SSP is extended for this year also. Your
company is fully committed to honour the same and
explore markets in hinterland also.

For a short period of time during the year, GOI re¬
introduced freight subsidy also which augured well
for increase in sales.

Over the year, the average price of one of our key raw
material, Rock Phosphate declined from $ 144.65
PMT in FY 2024 to $ 131.75 PMT in FY 2025.
However, the price of other raw material Sulphur
increased sharply by 30% but has been
compensated by commensurate increase in acid
prices.

Recently, sulphuric acid prices went up subsequent
to international demand surge from China,
Indonesia and Morocco. The demand of Oleum 23%
which is consumed in manufacturing of explosives,
has shoot up due to increased focus on defence
spending.

Across the fertilizer industry, FY 2025 witnessed a
significant shortage of DAP due to various
macroeconomic conditions and also lower supplies

from China coupled with MRP restrictions affecting
the viability of imports for domestic consumption.
This has beneficial effect on our SSP fertilizer.

DAP production and imports declined by 12.12%
and 17.95% respectively, while SSP production
increased by 18.28% as compared to FY 2024.
Simultaneously, sale of SSP increased by 8.59%
whilst sales of DAP declined by 14.15% compared
to FY 2024.

During the year, India experienced the positive
agricultural environment aided by “Above-Normal”
monsoon with higher reservoir levels leading to
increased crop sowings. For the current year, the
weather forecasting agencies like Skymet and IMD
have estimated “Normal to Above-Normal”
monsoon.

As far as Forex is concerned, due to volatility, your
company strictly adhered to conservative approach
and gained ? 179.92 lakhs.

STRATEGIC INITIATIVES TAKEN TO IMPROVE
PERFORMANCE IN FINANCIAL YEAR 2025

I) Expansion

• Commissioned Complex Urea SSP project
consisting of 74,000 MTPA at Udaipur
plant effective from September 2024

• Also at Indore, commissioning Urea SSP
project is in process.

• Favourable monsoon in the ensuing Kharif
season with the expectation of “Above¬
Normal” rains bodes well for the Company.

• New Greenfield Project at Dhule would
improve our products visibility in the
market.

ii) Automation in Production Process and SAP

Process automation is given priority by your
Company to achieve optimization and un¬
interrupted production activities at economical
costs. This is done through internal accruals on
selective basis.

iii) Software

With regard to Software front, the upgraded
HANA system is generating desired reports.

In order to safeguard and secure our data, your
Company has shifted to Cloud facility with
regular back-ups as a safety measure.

The Company continues to take progressive
steps for sustainable journey to reap benefits
and make operations and performance on
sustainable basis by converting opportunities
into growth trajectory.

CREDIT RATING

ICRA has assigned its rating for the long term bank
facilities (fund-based limits) as ICRA A - (Negative)
(ICRA A Minus; Outlook: Negative); short term bank
facilities (non-fund based limits) as ICRA A2 (ICRA
A Two Plus) and long term bank facilities (fund-
based limits) term loan as ICRA A - (Negative) (ICRA
A Minus; Outlook: Negative), demonstrating strong
financial position of the Company.

AWARDS & ACCOLADES

In recognition of our “Safety First” motto, our
Udaipur and Nimbahera units were recipients of
National Safety Award-2024 instituted by National
Safety Council and Rajasthan State Government.

SEGMENT WISE ACTIVITIES

a) SSP Fertilizer Division

Our manufacturing facilities located at strategic
places in Madhya Pradesh, Rajasthan and
Maharashtra caters to the major consumption
area of Western region in the country in which
about 59% of consumption takes place.

Your Company's fertilizer products line include
the following:

- Primary : SSP Fertilizer - Powder and

Granule

- Complex : UroSuper (Urea SSP)

- Micronutrients : CalciN, Boron, Zinc Sulp¬

hate and Magnesium
Sulphate

- Trading : Neem, Water soluble,

Calcium Nitrate, Boron
20%

- Fortified : Boronated and Zincated

SSP

Zincated Boronated -
(Sampurn) SSP
Zincated Boronated with
Magnesium SSP

- Imported P&K : MOP

Your Company introduced UroSuper in FY 2025
which is scouted as a Mini-DAP which is largely
imported. Similarly fortified fertilizers with Zinc,
Boron, Zincated Boronated SSP with Magnesium
also plays major role in providing requisite nutrients
to offset nutrient deficiency.

Your Company's fertilizer brands “Girnar” &
“Suryaphool” are well entrenched in our eleven
operating States and are most sought after by
farmers.

Your Company's tag line is “Building Trust
Together” and this mantra is practiced by earning
trust of farming community in our operating states.
Moreover, the Apex body of the industry, Fertilizer
Association of India, New Delhi have acknowledged
our efforts by awarding our units for six times during
last 15 years. Your Company do not settle with this
laurels and continuous efforts are going on for
bettering the performance in the years to come.

b) Chemicals Division

- Sulphuric Acid and Derivatives viz., Oleum,
CSA

Your Company operates three acid plants (two
at Indore and one at Pune) and emerged as a
significant player in regional markets. Sulphuric
Acid's largest use is in the fertilizer industry to

manufacture Single Super Phosphate and also
for other chemical derivatives. It is also used in
Chemical manufacturing, metal processing,
batteries, detergents, fertilizers, micro
nutrients, specialty chemicals, explosive
(defence) and also domestic / industrial
cleaning products. It is also found as a
ubiquitous ingredient across laboratories and
industrial facilities.

- Linear Alkyl Benzene Sulfonic Acid (LABSA)

On need base, LABSA production activities take
place at our Udaipur plant. This product is
majorly used by detergent manufacturing
industries.

- Specialty Chemical : Sodium Silico Fluoride

This is a specialty chemical and a premium
product produced at Indore, Udaipur and Pune
locations. This product is mainly used in
ceramic and glass industries.

c) Power Division - Self Generation Through
TG

Exo-thermic heat generated during the
manufacture of Sulphuric Acid at Indore and
Pune units are converted into Turbo power. The
combined capacity of power generation
amounts to 4.035 MW. The overall power
generation through this caters to utilities and
production activities to some extent. This power
also takes care of Soya oil division power
requirement.

Green Energy through Solar Power

Solar power plant is fully operational at Udaipur
unit and generated 768640 kW units during
the year under review.

d) Soya Division

Your Soya division has seed crushing capacity
of 1.20 lac MT with refining of 30,000 MT on
annual basis. Both the operations are
undertaken as per the market viability.

The steam requirement of this division is met
through in-house Sulphuric acid plant as per
the need.

The value-added product Lecithin which finds
usage in bakery, margarine and other related
industries would also be given thrust by your
Company to augment capacity utilization.

e) Micro Nutrients

In order to achieve sustainable crop
production, fertility of soil plays a major role.
The micro nutrients plays a crucial role in plant

growth and development. Your Company is
proud to produce these water-soluble micro
nutrients to offset the deficiency in soil
for Magnesium, Sulphur, Zinc nutrients to
rejuvenate the fertility of soil. These fertilizers
are falling under non-subsidised category which
increases the number of products availability in
our basket.

Your Company produces wide range of products
under this category viz., Magnesium Sulphate
(MgSO4), Mixed Micronutrients, Sulphur Dust,
Zinc Sulphate, Mono-Hydrate 33% and Zinc
Sulphate Hepta-Hydrate 21%. The promotional
activities for consumption of these products are
bringing in desired fruits. Thus, your Company
would enhance more focus on non-subsidized
fertilizers also.

ON-GOING PROJECT

? Greenfield Fertilizer and Acid Project at
Dhule

The momentum of progress in the Greenfield
project at Dhule is increased and that trial dry
run of the plant is expected to be done by end of
FY 2025-26 in phased manner.

For this project, we have made total investment
of approximately ? 27.13 crore from internal
accruals.

RECOGNITION

? NABL Accredited Quality Control Laboratory

NABL accreditation is obtained for all our units

i.e. Pune, Indore, Udaipur and Nimbahera.

? BSE-2000 Index Rankings

As on 31st December 2024, your Company
achieved exponential growth in market cap by
achieving 1914 ranking in BSE-2000 index
with ? 351.12 crore.

? NSE-2000 Index Rankings

Your Company's shares have been listed on the
National Stock Exchange ('NSE') and are
actively traded on the bourse and as on 31st
March, 2025, achieved ranking at 1764 with
market cap of ? 352.03 crore.

? ISO ACCREDITATION

Your Company had updated the existing ISO
certification with IMS - Integrated Management
System, i.e. a single integrated structure for
managing process with respect to quality,
health, safety, environmental, security, ethical
or any other identified requirements.

1. Quality Management System (QMS) - ISO
9001 : 2015 for “Total Customer Satisfaction”

2. Environmental Management System (EMS) -
ISO 14001 : 2015 for “Environmental Safety”

3. Occupational Health & Safety Management
System (OHSMS) - ISO 45001 : 2018 for
“Personal Health & Safety of Management.”

The respective certificates have been received
and periodic Gap analysis audit is undertaken.

NEW PRODUCTS LAUNCHED DURING THE YEAR

Customized nutrient formulations tailored to specific
soil and crop needs are becoming more common.
In line with this trend, we have launched following
new products devised by our in-house R&D team.

VISION FOR FUTURE

The Company is positioning itself for robust growth in
the coming years focusing on capacity expansion,
products diversification and technology innovation.

With strategic initiatives coupled with favourable
agro-climatic position, the Company envisages
sustained growth and enhance shareholders value
in the foreseeable future.

0 Operational Improvements with Auto¬
mation

Plans to modernize facilities further to boost
SSP production efficiency and reduce cost of
operations.

0 ? 1000 Crore League

To achieve a place in big-league of ? 1000

crore plus entities with consistent growth
momentum in the diversified portfolio.

0 Market Expansion

Strengthening distribution network in rural
India for fertilizer marketing in Northern and
Easter India and after commissioning of Dhule
project, Company will also focus on
Marathwada and neighbouring Chhattisgarh
region.

0 Government Policies

Continuous support through NBS and SSP
subsidies including freight subsidy. The
upward revision in subsidy by GOI by ? 2142/-
PMT effective from April 2025 would
immensely help the Company to improve its
performances in FY 2025-26.

0 Product Portfolio Expansion

Multi-Product Portfolio: Fortified and
customised fertilizers are being introduced in
the market periodically. These products fall
under non-subsidised category on which our
marketing team make earnest efforts to
increase sales volume with the help of existing
set of dealers.

Import & Trading of Product: Your Company
is holding valid import license for DAP / MOP /
Complex fertilizers, which would increase our
product portfolio.

Integrated Plants: Co-generation of power is
achieved in Sulphuric Acid plants activity at
Pune and Indore which meet basic operational
needs. At the same time, green energy solar
power generation is achieved at Udaipur.

All above activities give a cutting-edge to our
operations and become competitive.

0 Governance Compliant

The best ethical practices are being followed
in all spheres of operations to provide quality
products as per the need of the farming
community and committed to comply with
laws and regulations.

TRANSFER OF UNCLAIMED DIVIDEND AMOUNT
TO INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

Pursuant to the applicable provisions of the
Companies Act, 2013 (“the Act”) read with the
Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules,
2016 (“the IEPF Rules”), during the year, unpaid or

unclaimed dividend amounting to ? 3,79,263 was
transferred by the Company to the Investor
Education and Protection Fund (“IEPF”), established
by the Government of India.

Further, 11722 shares were transferred to the
demat account of the IEPF Authority during the year,
in accordance with IEPF Rules, as the dividend has
not been paid or claimed by the shareholders for 7
(seven) consecutive years or more.

TRANSFER OF AMOUNT TO RESERVES

The Company does not propose to transfer any
amount to the general reserve for the Financial Year
ended March 31, 2025.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31,
2025 stood at ? 1,767.43 lakhs. During the year
under review, there is no change in the Share Capital
of the Company.

INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY

The Company has adequate system of internal
controls that are commensurate with its size and
nature of business to safeguard and protect the
Company from losses, unauthorized use or
disposition of its assets. All the transactions are
properly authorized, recorded and reported to the
management. The Company is following all the
applicable Accounting Standards for properly
maintaining the books of accounts and ensuring
timely reporting of financial statements. The
Company has appointed Internal Auditors to observe
and reaffirm the internal controls as to whether the
work flows of organization is being done through the
approved policies of the Company. In every quarter
during the approval of Financial Statements,
Internal Auditors present the Internal Audit Report
and Management Comments on the Internal Audit
observations. Findings of the Internal Audit Report
are reviewed by the top management and by the
Audit Committee of the Company and proper follow
up actions are ensured wherever required. The
Statutory Auditors have evaluated the system of the
internal controls including internal financial control
of the Company and have reported that the same
are adequate and commensurate with the size of the
Company and nature of its business.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of the
Company.

CORPORATE GOVERNANCE

A separate report on Corporate Governance and
Management Discussion and Analysis is annexed as
part of the Annual Report along with the Auditor's
Certificate on its compliance.

EXTRACT OF ANNUAL RETURN

The Extracts of Annual Return is prepared in Form
MGT-9 as per the provisions of the Companies Act,
2013 and Rule 12 of Companies (Management and
Administration) Rules, 2014 and the same is
enclosed as 'Annexure A' to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board presently consists of Mr. Haresh D.
Ramsinghani (DIN - 00035416) - Chairman and
Managing Director, Mrs. Nilanjana H. Ramsinghani
(DIN - 01327609) - Non-Executive Non¬
Independent Women Director, Mr. Brij Lal Khanna
(DIN - 00841927) - Non-Executive Independent
Director, Mr. Ratneshwar Prasad (DIN -10625105)
- Non-Executive Independent Director, Mr.
Pushpangadan Mangari (DIN - 01667572) - Non¬
Executive Independent Director and Mr. Kishore
Sukthanker (DIN - 10611925) - Non-Executive
Non-Independent Director.

Mr. Ashish Kumar Thakur (DIN 00031778) and Mr.
Kailasam Raghuraman (DIN 00320507), Non -
Executive Independent Directors of the Company
have completed their tenure viz. second term of 5
(five) consecutive years on August 11, 2024 and on
September 24, 2024, respectively. Consequently,
Mr. Ashish Kumar Thakur and Mr. Kailasam
Raghuraman ceased to be the Directors and
Committee of the Company. The Board places on
record profound appreciation for their valuable
contribution in channelising the growth and
development of the Company.

Mr. Kishore Sukthanker (DIN - 10611925), Director
of the Company retires by rotation and being eligible,
offers himself for re-appointment.

The Board of Directors at their meeting held on
February 13, 2025 based on the recommendations
of the Nomination and Remuneration Committee
and as approved by the Shareholders through Postal
Ballot on April 15, 2025, being the last date of
remote e-voting, inter alia, approved the following -

o Re-appointment of Mr. Haresh D.
Ramsinghani (DIN: 00035416) as Chairman
and Managing Director of the Company for the
term of 3 (three) years with effect from June
01, 2025 till May 31, 2028 (both days

inclusive).

o Re-appointment of Mr. Pushpangadan
Mangari (DIN: 01667572) as a Non¬
Executive Independent Director of the
Company for the second term of 5 (five) years
commencing from May 30, 2025 up to May
29, 2030 (both days inclusive).

o Re-appointment of Mr. Brij Lal Khanna (DIN:
00841927) as a Non-Executive Independent
Director of the Company for the second term
of 5 (five) years commencing from August 08,
2025 up to August 07, 2030 (both days
inclusive).

The Board of Directors at their meeting held on
February 13, 2025 based on the recommendations
of the Nomination and Remuneration Committee,
re-designated the designation of Mr. Jambu Kumar
Parakh - Chief Financial Officer of the Company as
the President and Chief Financial Officer of the
Company with effect from February 14, 2025.

The Board of Directors at their meeting held on May
14, 2025 based on the recommendations of the
Nomination and Remuneration Committee, inter
alia, approved the appointment of Mr. Naresh Verma
(DIN - 03286678) as an Additional Non-Executive
Independent Director of the Company, subject to the
approval of the Shareholders at the ensuing Annual
General Meeting of the Company.

Mr. Haresh D. Ramsinghani, Chairman and
Managing Director; Mr. Jambu Kumar Parakh,
President and Chief Financial Officer and Ms.
Bhavna Dave, Company Secretary and Compliance
Officer, are the Key Managerial Personnel of the
Company. During the year under review there were
no changes to the Key Managerial Personnel of the
Company.

DECLARATION FROM DIRECTORS

The Independent Directors have submitted the
declaration of independence as required pursuant to
section 149(7) of the Act stating that they meet the
criteria of independence as provided under section
149(6) of the Act and Regulation 16(1)(b) of the
SEBI Listing Regulations. In terms of Regulation
25(8) of the SEBI Listing Regulations, the
Independent Directors have confirmed that they are
not aware of any circumstance or situation, which
exists or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties
with an objective independent judgement and
without any external influence. The Independent
Directors of the Company have undertaken requisite

steps towards the inclusion of their names in the
data bank of Independent Directors maintained with
the Indian Institute of Corporate Affairs, in terms of
Section 150 read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules,
2014. In the opinion of the Board, the Independent
Directors possess the requisite expertise and
experience and are persons of high integrity and
repute. They fulfill the conditions specified in the Act
read alongwith the Rules made thereunder and are
independent of the Management.

None of the Directors of the Company are
disqualified for being appointed as Directors as
specified in Section 164(2) the Act and Rule 14(1)
of the Companies (Appointment and Qualification of
Directors) Rules, 2014.

BOARD EVALUATION

Pursuant to the provisions of section 134 (3) of the
Act and the applicable Regulations of the SEBI
Listing Regulations, the Independent Directors at
their meeting have evaluated the performance of
Non-Independent Directors, Chairperson of the
Company after considering the views of the
Executive and Non-Executive Directors, Board as a
whole and assessed the quality, quantity and
timeliness of flow of information between the
Company's Management and the Board.

The Nomination and Remuneration Committee has
also carried out evaluation of performance of every
Director of the Company. Chairperson of the Board
adopted a formal mechanism for evaluating its
performance as well as that of its Committees and
Individual Directors, including the Chairman of the
Board.

The Independent Directors are regularly updated on
industry & market trends, plant process and other
operational performance of the Company etc.
through presentations in this regard.

NUMBER OF MEETINGS OF BOARD

During the year under review, 4 (Four) meetings of
the Board of Directors were held on May 30, 2024;
August 14, 2024; November 13, 2024 and
February 13, 2025.

The details of the meetings of the Board of Directors
of the Company held and attended by the Directors
during the financial year 2024-25 are given in the
Corporate Governance Report which forms part of
this Annual Report.

The maximum interval between any two meetings
did not exceed 120 days, as prescribed by the Act.

The necessary quorum was present for all the Board
Meetings.

AUDIT COMMITTEE

In accordance with the provisions of Section 177 of
the Act, the rules made there under and Regulation
18 of the SEBI Listing Regulations the Audit
Committee comprises of the following directors viz.,
Mr. Brij Lal Khanna (Chairman of the Committee)#,
Mr. Haresh D. Ramsinghani (Member of the Audit
Committee) and Mr. Ratneshwar Prasad (Member of
Audit Committee)$. The Audit Committee acts in
accordance with the terms of reference specified
from time to time by the Board. There were no
instances when the recommendations of the Audit
Committee were not accepted by the Board during
the year under review.

Note -

# On reconstitution of the Audit Committee effective
from August 19, 2024, Mr. Brij Lal Khanna -
Member of the Audit Committee was designated as
Chairman of the Audit Committee.

$ Mr. Ratneshwar Prasad was appointed as the
Member of the Audit Committee w.e.f. August 19,
2024.

~~ Mr. Kailasam. Raghuraman (DIN - 00320507)
ceased to be the Independent Director of the
Company upon completion of his second term of five
consecutive years on September 24, 2024 and thus
ceased to be the Chairman and Member of the Audit
Committee.

** Mr. Ashish Kumar Thakur (DIN - 00031778)
ceased to be the Independent Director of the
Company upon completion of his second term of five
consecutive years on August 11, 2024 and thus
ceased to be the Member of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178 of the Act, the rules made
there under and Regulation 19 of the SEBI Listing
Regulations the Nomination & Remuneration
Committee comprises of the following directors viz.,
Mr. Brij Lal Khanna (Chairman of the Committee)#,
Mr. Haresh D Ramsinghani and Mr. Ratneshwar
Prasad$. The Nomination & Remuneration
Committee framed a policy for selection and
appointment, re-appointment, removal, appraisals
of Directors and Senior Management.

Note -

~~ Mr. Kailasam. Raghuraman ceased to be the
Independent Director of the Company upon

completion of his second term of five consecutive
years on September 24, 2024 and thus ceased to
be the Chairman and Member of the Nomination
and Remuneration Committee.

# On reconstitution of the Nomination and
Remuneration Committee (NRC) effective from
August 19, 2024, Mr. Brij Lal Khanna - Member of
the NRC was designated as Chairman of the NRC.

^$ Mr. Ratneshwar Prasad was appointed as the
Member of the Nomination and Remuneration
Committee w.e.f. August 19, 2024

RISK MANAGEMENT COMMITTEE

Business Risk Evaluation and Management is an on¬
going process within the organization. The Company
has a robust risk management framework to identify,
monitor and minimize risks as also identify business
opportunities.

As per Regulation 21(5) of SEBI Listing Regulations,
Risk Management Committee is applicable to top
1000 listed entities, determined on the basis of
market capitalization, as at the end of the
immediate previous financial year. Hence not
applicable to the Company.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee has the
mandate to review and redress stakeholder
grievances. Stakeholders Relationship Committee
presently comprised of three directors namely
Mr. Brij Lal Khanna - (Chairman of the Committee),
Mr. Haresh D. Ramsinghani, Mrs. Nilanjana H.
Ramsinghani and Mr. Pushpangadan Mangari$.

Note -

$ Mr. Pushpangadan Mangari was appointed as the
Member of the Stakeholder Relationship Committee
w.e.f. August 19, 2024.

CORPORATE SOCIAL RESPONSIBILITY COM¬
MITTEE

During the financial year 2023-24, the Company
had incurred loss and thus Corporate Social
Responsibility ('CSR') provisions are not applicable
to the Company. Thus, the Company is not required
to spend any amount on CSR activities during the
financial year 2024-25.

The CSR Policy is available on the website of the
Companywww.ramaphosphates.com

The Corporate Social Responsibility Committee
presently consists of the following Directors namely
Mr Haresh D. Ramsinghani - (Chairman of the

Committee)#, Mr. Brij Lal Khanna**, Mr. K. P
Sukthanker$ and Mr. Pushpangadan Mangari$.

Note -

** On reconstitution of the Corporate Social
Responsibility Committee (CSR) effective from
August 19, 2024, Mr. Brij Lal Khanna ceased to be
Chairman of the CSR Committee and was
designated as only Member of the CSR Committee.

# On reconstitution of the Corporate Social
Responsibility Committee (CSR) effective from
August 19, 2024, Mr. Haresh D Ramsinghani -
Member of the CSR Committee was designated as
Chairman of the CSR Committee.

~~ Mr. Kailasam. Raghuraman ceased to be the
Independent Director of the Company upon
completion of his second term of five consecutive
years on September 24, 2024 and thus ceased to
be the Member of the Corporate Social
Responsibility Committee.

$ Mr. Kishore Sukthanker and Mr. Pushpangadan
Mangari were appointed as the Members of the
Corporate Social Responsibility Committee w.e.f.
August 19, 2024.

PARTICULARS OF LOAN, GUARANTEES AND
INVESTMENTS BY COMPANY

There were no loans or guarantees or investments
given/made by the Company under Section 186 of
the Companies Act, 2013 during the year ended
March 31, 2025.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Board of Directors has adopted Whistle Blower
Policy. The Whistle Blower Policy aims for conducting
the affairs in a fair and transparent manner by
adopting highest standards of professionalism,
honesty, integrity and ethical behavior. All
permanent employees of the Company are covered
under the Whistle Blower Policy. A mechanism has
been established for employees to report concerns
about unethical behavior, actual or suspected fraud
or violation of Code of Conduct and Ethics. It also
provides for adequate safeguards against the
victimization of employees who avail of the
mechanism and allows direct access to the
Chairperson of the Audit Committee in exceptional
cases.

No person has been denied access to the Audit
Committee Chairman.

The Whistle Blower Policy has been uploaded on the

website of the Companywww.ramaphosphates.com
STATUTORY AUDITOR

M/s Khandelwal & Mehta LLP Chartered Accountants
(Firm Registration no: W100084) were re-appointed
as Statutory Auditors of the Company for a term of 5
(five) consecutive years at the 36th Annual General
Meeting held on September 28, 2021 to hold office
till the conclusion of the 41st Annual General
Meeting to be held in the year 2026.

The Company has received written consent and
certificate of eligibility in accordance with Section
141 of the Companies Act and Rules issued
thereunder, from M/s Khandelwal & Mehta LLP They
have confirmed to hold a valid certificate issued by
the Peer Review Board of the Institute of Chartered
Accountants of India (ICAI) as required under the
SEBI Listing Regulations.

There has been no qualification, reservation,
adverse remark or disclaimer given by the Auditors in
their Report for the financial year ended 31st March,
2025. Further, the report of the Statutory Auditors
along with notes to schedules is a part of this Annual
Report.

COST AUDITOR

Pursuant to Section 148 of the Companies Act,
2013 read with the Companies (Cost Records and
Audit) Amendment Rules, 2014, the Board of
Directors on recommendation of Audit Committee,
have appointed M/s. Arun Agrawal & Co., Cost
Accountants (Firm Registration No. 001229) as the
Cost Auditors of the Company to conduct the audit of
cost records of certain products for the financial year
2025-26. M/s. Arun Agrawal & Co., being eligible,
have given his consent to act as the Cost Auditors of
the Company for the financial year 2025-26.

The remuneration payable to the Cost Auditors is
required to be placed before the Members in a
General Meeting for their ratification. Accordingly, a
resolution for seeking Members' ratification for the
remuneration payable to M/s. Arun Agrawal & Co. is
included at Item No. 4 of the Notice convening the
40th Annual General Meeting.

INTERNAL AUDITORS

The Board of Directors of the Company have
appointed M/s. MKRK & Co, Chartered Accountants,
M/s. Pahadiya & Associates, Chartered Accountants,
M/s. K.L. Vyas & Co., Chartered Accountants and
M/s. Nyati Mundra & Co., Chartered Accountants to
conduct Internal Audit for the Plant locations at

Pune, Indore, Udaipur and Nimbahera units of the
Company, respectively. The scope of work of Internal
Auditors includes review of processes, operational
efficiency and effectiveness of systems and
processes and assessment of adequacy of internal
controls and safeguards apart from specific
operational areas as per the directions of the Audit
Committee. The findings of the Internal Auditor are
reviewed by the Audit Committee at each meeting
and corrective measures are taken from time to time
as per the directions of the Audit Committee.

SECRETARIAL AUDITOR

As per the provisions of Section 204 of the Act and
Rules made thereunder M/s. Jignesh M. Pandya &
Co., Practicing Company Secretary (Membership
No. ACS 7346/CP No: 7318) had been appointed
as Secretarial Auditor of the Company to carry out
the Secretarial Audit for financial year 2024-25. The
report of the Secretarial Auditor for the financial year
2024-25 is enclosed as 'Annexure C' to this Report.
The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.

Pursuant to the provisions of Section 204 of the Act
and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014 and amended Regulation 24A of the SEBI
Listing Regulations, the Board has based on the
recommendation of Audit Committee approved
appointment of M/s. Ashok Patel & Associates,
Practicing Company Secretary (Certificate of
Practice No. 15326 and Peer Review Firm No. -
2092/2022), a peer reviewed firm of Company
Secretaries in Practice as Secretarial Auditors of the
Company for a period of five (5) consecutive
financial years commencing from FY 2025-26 till FY
2029-30, subject to approval of the Shareholders of
the Company at the ensuing AGM. Appointment of
Secretarial Auditor is included at Item No. 6 of the
Notice convening the 40th Annual General Meeting.

The Board places on record profound appreciation
for the valuable contribution by M/s. Jignesh M.
Pandya & Co., Practicing Company Secretary as the
Secretarial Auditor of the Company.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered
with Related Parties for the year under review were
on an arm's length basis and in ordinary course of
business and that the provisions of Section 188 of
the Companies Act, 2013 are not attracted. Further,
there are no material Related Party Transactions

during the year under review with the Promoters,
Directors or Key Managerial Personnel. Accordingly,
the disclosure of related party transactions as
required under Section 134(3)(h) of the Act in Form
AOC-2 is not applicable to the Company for financial
year 2024-25.

All transactions with related parties were reviewed
and approved by the Audit Committee. An Omnibus
approval from the Audit Committee was obtained for
the 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 on a
consolidated basis, in the format specified in the
relevant accounting standards to the stock
exchanges.

The policy on Related Party Transactions as
approved by the Board of Directors has been
uploaded on the website of the Company at
www.ramaphosphates.com

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

Information required under section 134 (3)(m) of
the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014 is enclosed as 'Annexure B'
and forms part of the report.

DEPOSITS

The Company has not accepted any deposits from
the public in terms of Section 73 and Section 74 of
the Companies Act, 2013 read with the Companies
(Acceptance of Deposit) Rules, 2014.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments in
the business operations of the Company for the
financial year ended March 31, 2025 to the date of
signing of the Directors Report.

PARTICULARS OF EMPLOYEES AND REMUN¬
ERATION

Disclosure pertaining to remuneration and other
details as required under Section 197of the Act read
with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014 is annexed to the Report as 'Annexure D'.

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

No cases were filed under the Sexual harassment of
Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013 during the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS

There are no significant material orders passed by
the Regulators or Courts or Tribunal that would
impact the going concern status of the Company
and its future operations.

SECRETARIAL STANDARDS

The Directors have devised proper systems and
processes for complying with the requirements of
applicable Secretarial Standards issued by the
Institute of Company Secretaries of India and such
systems were adequate and operating effectively.

DIRECTORS RESPONSIBILITY STATEMENT AS
REQUIRED UNDER SECTION 134 OF THE
COMPANIES ACT, 2013

Pursuant to Section 134(5) of the Act, the Board of
Directors, to the best of their knowledge and ability,
confirm that:

a) In the preparation of the annual accounts, the
applicable accounting standards have been
followed and that there are no material
departures;

b) They have selected such accounting policies
and have 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 had 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) They have laid down internal financial controls
to be followed by the Company and such
internal financial controls are adequate and
operating effectively; and

e) They have prepared the annual accounts on a
going concern basis;

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

Based on the framework of internal financial
controls and compliance systems established and
maintained by the Company, the work performed by
the internal, statutory and secretarial auditors and
external consultants, including the audit of internal
financial controls over financial reporting by the
statutory auditors and the reviews performed by
management and the relevant board committees,
including the Audit Committee, the Board is of the
opinion that the Company's internal financial
controls were adequate and effective during FY
2025.

ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to all
the employees of the Company for their contribution
towards the Company's performance. The Directors
would also like to thank the members, employee
unions, customers, dealers, vendors, suppliers,
bankers, various concerned government depar¬
tments & agencies and all other business associates
for their continuous support to the Company and
their confidence in its management.

For and on behalf of the Board of Directors

HARESH D. RAMSINGHANI
CHAIRMAN & MANAGING DIRECTOR

DIN: 00035416

Place: Mumbai
Date : May 14, 2025