Your Directors have pleasure in prcsenling their Seventy Fiflh Annual Report together with ihe Audited Accounts of the Company for the year ended March 3 1, 2024.

FINANCIAL HIGHLIGHTS

Rs. in lacs

BUSINESS PERFORMANCE & AFFAIRS

Your Company achieved a Gross Turnover of Rs.125 crores during the year compared to Rs.160 crore in previous year. Company produced 70080 MT Green Single Super Phosphate Fertilizer compared to 80.013 MT produced during previous Period. Sales was at 69598 MT of Single Super Phosphate Fertilizer comprising of both in Powder & Granulated form during the year, compared to 76.430 MT sold during previous period.

Your Company has achieved an Earnings Before providing for [merest. Depreciation & Tax (EBITDA) of Rs.759 lakh during Ihe year compared to Rs. I IO1 lakh in the previous year. After providing for Jntcrcst, Depreciation, Tax and Other Comprehensive Items, Total Comprehensive Income during the year stood at Rs.178 lakhs compared to Rs.465 lakhs in previous year.

Prolonged Dry Spell in West Bengal during 2023-24 KhariO' Season impacted the sales volume. Further, Govt. oflndia reduced subsidy w.e.f, I -I 0-2023 for the period 01-10-2023 1o 31-03-2024 on sale of fertiliser from Rs.6872/- to Rs.3540/- a steep reduction of Rs.3332/- PMT which could not be fully passed to market. These two reasons lowered the sales volume as well as Profit of the Company.

OUTLOOK

Govt. of India has announced Nutrient Based Subsidy (NBS) Policy for PHOSPHATE & SULPHUR nutrient as available in Single Super Phosphaic Fertiliser. According to this policy. on Sale of Fertiliser to Farmers through Point of sale (POS) Machine, a Subsidy of Rs.4804/- pml will be paid to the Company. Present Rate of Subsidy is valid upto 30-09-2024.

Further Govt. of India vide notification no. F.No.23011/9 / 2023-P&K dated 18-01-2024 has restricted total trade margin @ 4% of MRP w.e.f. 01-04-2023. Since SSP fertiliser is a low value fertiliser, margin mandated by Govt. is too low posing challenges in market place.

Availability of Raw Material continues to be critical due to the ongoing war between Russia-Ukraine in Europe and Israel-Palestine in Asia. Company's main raw Material i.e. Rock Phosphate comes from Middle East Countries viz. Egypt. Jordan. Syria, Morocco etc. All these countries are near the war zone. Further, sea route to bring these material is infested by Houti Rebels and Somalian Pirates. This situation is keeping Raw Material Prices on higher side with tight availability.

DIVIDEND

To conserve resources no dividend is proposed by the Company.

TRANSFER TO GENERAL RESERVES

No amount is proposed to be transferred to the General Reserves.

PUBLIC DEPOSITS

The Company has not accepted any fixed deposits nor does the Company have any outstanding deposits under Section 73 of the Act. read with the Companies (Acceptance of Deposit) Rules, 2014 as on the date of the Balance Sheet.

BUSINESS RISK MANAGEMENT

Pursuant to section 134 (3} (u) of the Companies Act. 2013. the Board of Directors of the company regularly evaluates its associated business risks. It has an elaborate risk management procedure in place and systematic approach to mitigate risk associated with accomplishment of objectives and operations. At present it has not identified any element of risk threatening existence of the company in dealing with agro input products.

This robust Risk Managemenl framework seeks to create iransparency, minimize adverse impact on business objectives and enhance the Company's competitive advantage.

The Internal Audit Department is responsible for facilitating coordination with the heads of various Departments. with respect to the process of identifying key risks associated with the business, manner of hand ling risks, adequacy of mitigating factors and recommending corrective action.

STATUTORY AUDITOR & AUDIT REPORT

Mis. S.K.Agrawal and Co Chartered Accountants LLP F.R.No.306033E/E300272 arc the stalUtory auditors of the Company till the conclusion of 79'" AGM of the Company to be held in the year 2027.

The Notes on financial statements referred to in Auditors Report are self-explanatory and do not call for any further comments.

COST AUDITOR & COST AUDIT

Pursuant to the provisions of Section 148(1) Companies Act 2013 and the Companies (Cost Records and Audit) Rules. 2014. your Company is required to have its cost records audited by a Cost Accountant in practice. The Board of Direclors. upon the recommendalion of the Audit Committee, has approved the appointment of M/s. S Gupta & Co.. Cost Accountants (F.RNo.000020) as the Cost Auditors of the Company for the Financial Year ending 31" March, 2025. Pursuant to Section 148(3) of the Act, read with Rule 14(a)(ii) of Companies (Audit and Auditors) Rules. 2014, ratification of the remuneration of Cost Auditors is being sought from the Members of the Company at the ensuing AGM. The details of the same arc provided in the Notice convening the AGM.

Further Ministry of Chemicals and Fertilizers, Department of Fertilizers, Govt. of India has mandated special audit of cost data for evaluation of reasonableness of Maximum Retail Prices (MRPs) of Phosphatic and Potassic (P&K) fertilizers under the Nutrient Based Subsidy (NBS) Policy. Accordingly. Mis. S Gupta & Co., Cos, Accountants (F.RNo.000020) has been appointed to conduct the audit of cost data lor the year ended 31“ March 2024.

INTERNAL AUDITORS

Your Directors have appointed Mis Batliboi Purohit & Darbari. Chartered Accountants. (F.R.No.303086E), as Internal Auditor for the financial year ending 31" March, 2025.

SECRETARIAL AUDITOR, SECRETARIAL AUDIT REPORT & SECRETARIAL STANDARDS

In compliance with the provisions of Section 204 of the Act and the Companies (Appointment and Rcmuncralion of ManagcriaJ Personnel) Rules. 2014. the Board of Directors. upon the recommendation of the Audit Committee. has approved the appointment of CS Ajay Kumar Agarwal, Proprietor of Mis Agarwal A & Associates, Company Secretaries in Whole-time-Practice [C.P. No. 13493 (FCS-7604)], as the Secretarial Auditor of the Company for the Financial Year ending March 31. 2025. The Secretarial Audit Report for the financial year ended March 31. 2024, in Form MR-3, forms an integral part of this report and is annexed as Anncxttrc Al & A2.

The Ministry of Corporate Affairs has mandated SS-1 and SS-2 (collectively called Secretarial Standards) with respect to board meetings and general meetings respectively. The Company has ensured compliance of the same.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis. comprising details of the overview, industry structure and development of the Company is annexed as Annexure B and forms an integral part of the Director's Report.

DIRECTORS

The Board of Directors of (he Company has an optimum combination of executive and nonexecutive directors and woman director. Non-Executive Directors in the Board arc in majority.

The Board of Directors of your Company comprises of Shri Binod Khaitan (DIN:00128502), Shri Hemani Bangur (DIN:00040903) both Non-lndependent & Non-Executive Directors, Shri Dilip Protapsingh Goculdas (DIN:00367409) as Non-Executive lndepeodent Director, Smt. Sonali Sen (DIN:00451839) as Non-Executive Independent as well as Woman Director. Shri Suresh Kumar Bangur (DIN:00040862) upto 31-07-2023 and thereafter Shri Ajay Bangur (DIN:0004171I) as Whole-time Director designated as Executive Director.

RE-APPOINTMENT OF DIRECTOR RETIRING BY ROTATION

In terms of the provisions of Section 152 of the Act read with Article of the Articles of Association of the Company, Shri Hemant Bangur (DIN:00040903) Director. will retire by rotation at the ensuing AGM and is eligible for re-appointment.

The necessary resolution for re-appointment of Shri Bangur forms part of the Notice convening the AGM. The Board recommends and seeks your support in confirming re-appointment of Shri Bangur. The profile and particulars of experience. attributes and functional expertise that qualify him for Board Membership are duly disclosed in the Notice convening the AGM.

DECLARATION BY INDEPENDENT DIRECTOR

The Company' has received the necessary declaration from each Independent Director (IDs) in accordance with Section 149(7} of the Act, Regulations I6(l)(b) and 25(8) of the SEBI Listing Regulations, that he/she meets the criteria of independence as laid out in Section 149(6} of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

In the opinion of the Board, as per the confirmations received from the IDs, there has been no change in the circumstances which may affect their status as IDs of the Company and the Board is satisfied of the integrity, expertise. and experience (including proficiency in terms of Section 150( I) of the Act) of all IDs on the Board.

Further. in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, IDs of the Company have included their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

Board of Directors of the Company met 6 times during the financial year 2023-24. The respective dates of the Board Meetings were 17'' May 2023, 26" May 2023, 31" July 2023, 11" August 2023, 2^nd November 2023, and 8¹¹' February 2024. Intervening gap between two meetings is within the time limit prescribed under the Companies Act, 2013 and SEBI Regulations.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

a) ln the preparation of the annual accounts, the applicable accounting standards have been followed.

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

c) The directors have taken proper and sufficient care lor the maintenance of adequate accounting records in accordance with the provisions of this Act 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 are operating effectively.

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

BOARD INDUCTION, TRAINING AND FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Prior to the appointment of an Independent Director. the Company sends him/her a formal invitation along with a detailed note on the profile of the Company. the Board structure and other relevant information. At the time of appointment of the Director, a formal letter of appointment which inter alia explains the role. functions, amt responsibilities expected of him/her as a Director of the Company is given. The role, functions. and responsibilities of the Director are also explained in detail and informed about the various compliances required from him/her as a Director under the various provisions of the Companies Act 2013, SEBI Listing Regulations, 2015, SEBI (Prohibition of Insider Trading) Regulations. 201 S, the Code of Conduct of the Company and other relevant regulations. A Director, upon appointment. is formally inducted to the Board. In order to familiarise the Independent Directors about the various business drivers, they are updated through presentations at Board Meetings about the performance and financials of the Company. They are also provided presentations about the business and operations of the Company from time to time. The Directors are also updated on the changes in relevant corporate laws relating to their roles and responsibilities as Directors.

APPOINTMENT AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

In adherence of section 178(1) of the Companies Act. 2013. the Board of Directors of your Company in its Meeting held on 15° May. 2014, approved a policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes. independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are -

Company Philosophy, Guiding Principles, Nomina(ion of Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel (olhcr than Managing/ Wholc-timc Directors), Key-Executives and Senior Management and the Remuneration of Other Employees. The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related malters as provided under Section 178(3) of the Companies Act. 2013 is furnished in Anncxurc -0 and forms part of this Report.

NOMINATION AND REMUNERATION COMMITTEE

Your Company has a duly constituted Nomination and Remuneration Committee. The members are Smt. Sonali Sen (Chairperson). Shri l lemant Baogur and Sltri Dilip P Goculdas. Smt. Sen and Shri Goculdas are Independent Directors while Shri Bangur is non-independent non- executive director. Two meetings of the Committee were held during the year on 31st July 2023 and 11th August 2023.

AUDIT COMMITTEE

The Audit Committee is duly constituted as per the provisions of the Act, applicable Rules framed there under read with the SEBI Listing Regulations. The primary objective of the Committee is monitoring and supervising the Management's financial reporting process to ensure accurate and timely disdosurcs wilh highcst levels of transparent' y, inlcgrity and quality of financial reporting.

The. Audit Committee of the Company comprised of 3 (Three) members, namely Shri Dilip P Goculdas as the Chairman of the Committee. Smt. Sonali Sen and Shri Ajay Bangur as members of the Commiliee. Shri Goculdas and Smt. Sen are Independent Directors and Shri Bangur is a Non-Independent Executive Director. The Committee met four times in the financial year 2023-24 rcspeclivcly on 26^th May 2023, 31" August 2023, 2“' November 2023 and 8^th February 2024. The Board accepted all the recommendations of the Audit Committee during the year.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Your Company has a duly constituted stakeholder's relationship committee. The members are Shri Binod Khaitan (as Chairman), Shri Hemant Bangor and Shri Ajay Bangor. One meeting of the Commitlce was held during the year on 8¹¹' February 2024.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Your Company duly constituted a Corporate Responsibility Committec in FY. 2023-24. The members are Shri Binod Khaitan (as Chairman), Shri Hemant Bangur and Sml Sonali Sen. One meeting of the Committee was held during the year on 8¹¹' February 2024.

FORMAL ANNUAL EVALUATION

Pursuant to the provisions of section I 34(3)(p) of the Companies Act, 2013 and applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board evaluated its performance and as well as that of its Committees and Individual Directors. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & Committees, experiejtee & competencies, performance of specific duties & ob ligations, governance issues etc.

The evaluation of the independent Directors was carried out by the entire Board and that of the Non-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected ihe overall engagement .and efl’ectiveness of the Board and its Committees with the Company.

KEY MANAGERIAL PERSONNEL

Shri Ajay Bangur, Executive Director & CEO (DIN:0004I71I), Shri Nanda Ki shore Kabra CFO (PAN:AFQPK97158) and Shri Shankar Banerjee (ACS 45073) Dy. Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company.

SUBSIDIARY COMPANIES

Your Company has divested with its entire equity shareholding in Mis Abhinandan Goods Pvt. Ltd. on 29^th March 2024 and accordingly it ceased to be subsidiary of your Company. Consolidated Financial Statements of the Company for the period ended 31“ March 2024 includes state of afl'airs of the subsidiary company upto the date it remained as a subsidiary of the Company i.e. 29^lh March 2024 in accordance with accounting principles prescribed by Indian Accounting Standards. Accordingly, the salient features of the Financial Statement including details of performance and financial position of the Subsidiary Company in prescribed format in Form AOC-I has been prepared upto 29¹¹¹ March 2024 and forms a part of the Director^?s Report as Annexurc E. This apart. there is no other company which has become or ceased to be or continue to remain a subsidiary, associate or joint venture of the Company during the financial year 202 3-24.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for the year ended 31“ March 2024 which forms a part of the Annual Financial Statements, includes particulars of the Subsidiary Company upto 29" March 2024 i.e. the date of existence of the Subsidiary Company in accordance the prescribed Indian Accounting Standards read with the provisions of section 129(3) of the Companies Act 2013.

LISTING

The Company Equity Shares are listed at BSE Ltd. (Bombay Stock Exchange Lld.) with Scrip Code:542123 and at Calcutta Stock Exchange Ltd. with scrip code:26031.

SHARE CAPITAL & RECONCILIATION

There has been no change in the capital structure of the Company during the year under review.

The Equity Share Capital of the Company is Rs.3.60,74,800 divided into 36,07 .480 Equity Shares ofRs.10/- each as on the close of the FY 2023-24.

As stipulated by ihe Securities and Exchange Board of India (SEBI), Reconciliation of Share Capital Audit is carried out every quarter. The Report is placed before the Board of Directors and submitted to the Stock Exchanges.

DF.MATF.RI.ALISATION OF SHARES

SEBI(Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations. 2018 has made transfer of securities compulsorily in dematerialised form of company's share w.e.f.1 “ April 2019.

The JSIN of the Company’s shares is INE398CO10I6 and the same can be dcmatcrialiscd with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

As on March 31. 2024. 95.34% of the Company's share capital stands dematerialized. PREVENTION OF INSIDER TRADING

Your Company's Code of Conduct for Prevention of Insider Trading 2015, approved by the Board of Directors, inter alia, prohibits purchase or sale of securities of the Company by Directors and employees while in possession of unpublished price sensitive information in relation to the Company. Thc Company duly maintains sharing of the unpublished price sensitive information for legitimate purpose in Tamper Proof Structured Digital Database with Audit Trail.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

There was no amount lying unclaimed/ unpaid with the Company tor transfer to the Investor Education and Proieciion Fund pursuant to the provisions of 124(5) of the Companies Act 2013.

INTERNAL CONTROL SYSTEM & ADEQUACY

Your Company has an Internal Control System, commensurate, with the size. scale and complexity of operations. To maintain iis objectivity' and independence. the lntcrital Auditor reports 10 the Chairman of ihe Audit Commiilee. The Intcmal Auditor monitors and evaluates the etficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal auditor, management undertakes corrective actions and thereby strengthen the controls.

Significant audit observations and recommendations along with corrective actions thereon are presented 10 the Audit Committee for its information & direction.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Your Company has nol entered into any transactions within the purview of Section 186 of the Companies Act 2013.

RELATED PARTY TRANSACTIONS

All rc)ated party transactions were placed before the Audit Committee for approval. Form AOC-2 will not form part of Board’s report as all the transactions with related parties are in arm’s length basis and in ordinary course of business. There are also no materially significant related party transactions during the year which may have a potential conflict with the interest of the Company at large. Related party transactions as required under the Indian Accounting Standards are disclosed in Notes to ihe financial statements of the Company for the financial year ended March 31, 2024. The Policy on Related Party Transaction is available on the Company's website at httos://www.ohosohatc.co-in;’financial . jnvestors.html. None of the Directors had any pecuniary relationship or transactions with the Company except the payments made 10 them in the form of remuneration. sitting fee, commission and reimbursement of expenses, jf any.

CODE OF CONDUCT

The Code of Conduct, adopted by your Board of Directors, is applicable to Directors, senior management and employees of the Company. The Code is derived from three interlinked fundamental principles. viz. good corporate governance, good corporate citizenship and exemplary personal conduct in relation to the Company’s business and reputation. The Code covers commitment 10 responsibility and sustainable development, concern for occupational health. safety and environment, a gender friendly workplace. transparency and auditability, legal compliance and the philosophy of leading by personal example.

EXTRACT OF ANNUAL RETURN

The Annual Return for FY 2023-24 in term No. MGT-7 as per provisions of the Act and Rules thereto, is available at https://www.phosphatc.eo.in/invcstors.html.

VIGIL MECHANISM & WHISTLE BLOWER POLICY

Your Company has in place a robust vigil mechanism for reporting genuine concerns through the Company's whistle blower policy to deal with fraud or mismanagement, if any. The Policy ensures that strict confidentiality be maintained whilst dealing with concerns and lhat no discrimination will be meted out to any person tor a genuinely raised concern.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of Business of the Company during the reported financial year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There arc no material changes and commitments in the business operations of the Company for the financial year ended March 31, 2024 to the date of signing of the Directors Report.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / STATUTORY AUTHORITIES

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

CREDIT RATING

Your Company has been awarded an Exlernal Credit Rating of IND BB /Stable for Fund-based working capital limits & Term loans and IND A4 for Non-fund-based working capital limits from Banks by India Ratings & Research.

INSURANCE

All the properties of your Company are adequately insured.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO AND PARTICULARS OF EMPLOYE ES

Energy Conservation

a) Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilisation of energy is achieved.

b) No specific investment has been made towards reduction in energy consumption.

Technology Absorption

Company's products are manufactured by adopting the available contemporary technology. The Company constantly strives for maintaining quality of its products.

Particulars of Employees

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014, are provided by way of Anncxurc F'.

CORPORATE GOVERNANCE

In terms of Reg.15 of SFBI (Listing Obligation and Disclosure Requirement) Regulation 2015 your Company has been exempted from the applicability of corporate governance provisions as specified in regulations 17, ( I 7A,] 18. i 9, 20, 21,22, 23, 24, I 3[24A,] 25, 26. 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C . D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015. Other applicable provisions of Schedule V of SEBl (Listing Obligation and Disclosure Requirement) Regulation 2015 is furnished in Anncxurc -C and forms part of this Report

CORPORATE SOCIAL RESPONSIBILITY

The Company believes in a suslainablc approach to development, which focuses on people. planet, and profit. Its Corporate Social Responsibility (CSR) strategy is aligned with the core values of empowering people, educating them, and improving the quality of their lives. Its CSR initiatives, which are based on principles of partnership and community ownership, enables the organization to build social capital in the communities where it works. During the year ended, the Company spend Rs.9.32 lacs towards CSR Activities. The amount has been paid to M/s Human Development Centre for purchase of Hospital equipment for Joynagar Eye Hospital, South 24 Parganas, West Bengal.

SEXUAL HARASSMENT

The Company has always believed in providing a conducive work environment devoid of discrimination and harassment including sexual harassment During lhe year 202 3-24. no case of Sexual Harassment was reported.

REPORTING OF FRAUDS:

There have been no instances of fraud reported by the Statutory Auditors under Section 143 of the Act read with relevant Rules framed thereunder either to the Company or to the Central Government.

HUMAN RESOURCES

As on March 31, 2024 your company bad 43 permanent employees. The company acknowledges the importance of human value and ensures lhat proper encouragement both moral and financial is extended to employees to motivate them. The company maintained cordial relationship with workers and staff during the year. Particulars of employees required under section 197(12) of the Companies Act 2013 read with Rule 5(1) of Companies (Management and Administration) Rules 2014 is annexed in Anncxure F and forms an integral part of this report.

ACKNOWLEDGEMENTS

The Board places on record its appreciation for the sustained co-operation and support bestowed to your Company by customers, vendors, regulators, banks. financial institutions, rating agencies, stock exchanges, depositories, auditors. advisors. consultants. associates. State and Central Government at all levels and all the employees for their helping band, cooperation and dedicated work. The Board deeply acknowledges the trust and confidence placed on the Company and all its shareholders.

On behalf of the Board of Directors For The Phosphate Co. Ltd.

(Ajay Bangur) (Binod Khaitan)

Place: Kolkata Executive Director Director

Dated:12^lh August 2024 DIN:00041711 DIN:00128502