The Board of Directors of your Company take pleasure in presenting their 32^nd Report as a part of the Annual Report of Shree
Pushkar Chemicals & Fertilisers Limited (hereinafter referred as “the Company” or “SPCFL” throughout this Report), together
with the Audited Standalone and Consolidated Financial Statements and the Auditors’ Report thereon for the financial year ended
31^st March 2025. The Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. Summary of Financial Results:

The summary of the Company’s Standalone and Consolidated Financial Results for the financial year ended 31^st March,
2025 as compared to the previous financial year is summarized below:

(Rs. in lakhs)

2. Operational performance:

During the year under review, the Consolidated Revenue
from operations of your Company was Rs. 80,628.27
lakhs, with an increase of 11.03 % over the preceding
year’s revenue of Rs. 72,616.67 lakhs.

As regards the standalone performance of your Company,
the Revenue from operations was Rs. 51,273.92 lakhs, with
an increase of 5.30 % over the preceding year’s revenue of
Rs. 48,695.11 lakhs. The exports during the year, contributed
by the Dyes and Intermediates divisions, have been at Rs.
7,020.76 lakhs and our imports have been mainly in terms
of Rock Phosphate for our fertiliser Division and to a lesser
extent of certain fine chemicals for our intermediates’
division, totally amounting to Rs. 15,838.45 lakhs.

Viewing the operational performance over the years, the
Company has till last year been maintaining steady progress
over the years in terms of sales and profits. However, the
Company has still been maintaining its operational efficiency
as can be observed from the cost of raw material to sales
and the profitability margins such as EBIDTA margin and
PAT margin.

A Report on the performance and financial position of MBPPL and KPPL and their contribution to the overall performance
of the Company, is provided in Form AOC-1 and is attached as Annexure 1 to this Report.

The standalone vertical wise quantitative Sales for the FY 2024-25 vis-a-vis that of FY 2023-24 is as under:

3. Changes in the Nature of the Business:

The Company continues to be engaged in the activities pertaining to manufacturing of Chemicals and Fertilisers products.
There are no changes in the nature of business of the Company during the financial year under review.

4. Dividend:

Your Directors are pleased to recommend a Final dividend of Rs. 2.00/- (Rupees Two only) per equity share having face
value of Rs. 10.00/- each for the financial year 2024-25. The dividend, as recommended above, if approved at the Annual
General Meeting (hereinafter referred as ”AGM” throughout the Report) by the members, would be paid within thirty days
from the date of declaration of dividend to those Members/Beneficial holders whose names appear in the Register of
Members as on Record Date/Book Closure Dated fixed for the said purpose. The total outgo towards dividend on equity
shares amounts to Rs. 646.75 Lakhs.

The Register of Members and Share Transfer Books of the Company will remain closed for the purpose of payment of
dividend for the financial year ended 31^st March 2025 and the AGM which has been indicated in the Notice convening AGM.

The dividend distribution Policy in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations
and Disclosures Requirements) Regulations, 2015 (’’hereinafter referred as Listing Regulations” throughout this Report) is
attached as Annexure 2 to this Report and is also available on the Company's website at https://www.shreepushkar.com/
wp-content/uploads/2023/02/SPCFL-Dividend-Distribution-policv-final.pdf. The said Policy lays down various factors which
are considered by the Board while recommending the dividend.

As per the Income Tax Act, 1961, the dividend paid or distributed by the Company shall be taxable in the hands of the
shareholders. Accordingly, the Company makes the payment of the dividend after deduction of tax at source (“TDS”).

5. Transfer to Reserves:

The Company does not propose to transfer any amount to the General Reserve for the financial year under review.

6. Preferential issue:

The members of the Company, at the 30^th Annual General Meeting held on 29^th September, 2023, approved the issue of
7,11,811 warrants convertible into equity shares for cash, at an issue price of Rs. 212.65 per warrant to the promoter of the
Company by passing a special resolution.

The Company had received In-principle approval from both the Stock Exchanges on 30^th October, 2023 and the board of
directors approved the allotment on 7^th November, 2023 by passing Circular Resolution under Section 175 of the Companies
Act, 2013 (hereinafter referred as ”the Act” throughout this Report).

Further, the Company had received Rs. 378.42 lakhs on 7^th November, 2023 towards twenty five percent of the total
consideration and Rs. 1,135.25 lakhs on 22^nd July, 2024 towards the balance amount against the allotment of equity shares
upon conversion of warrants.

Subsequently, the Company has allotted these equity shares on 22^nd July, 2024 to such Promoter. The necessary corporate
actions with depositories and Listing approvals from Stock Exchanges were obtained.

7. Capital Structure:

• Authorised Share Capital:

The Authorised Share Capital of the Company during the financial year 2024-25 was Rs. 32,50,00,000/- (Rupees
Thirty Two Crores Fifty Lakhs Only) divided into 3,25,00,000 (Three Crores Twenty Five Lakhs Only) equity shares of
Rs. 10 (Rupees Ten) each.

There has been no change in the Authorised Share Capital of the Company during the financial year 2024-25.

• Issued, Subscribed and Paid-up Share Capital:

During the year under review, the Issued, Subscribed and Paid-up Capital of the Company was increased from Rs.
31,62,58,800/- (Rupees Thirty One Crores Sixty Two Lakhs Fifty Eight Thousand and Eight Hundred Only) divided
into 3,16,25,880 (Three Crores Sixteen Lakhs Twenty Five Thousand Eight Hundred and Eighty Only) equity shares
of Rs.10/- each to Rs. 32,33,76,910/- (Rupees Thirty Two Crores Thirty Three Lakhs Seventy Six Thousand and Nine
Hundred Ten Only) divided into 3,23,37,691 (Three Crores Twenty Three Lakhs Thirty Seven Thousand Six Hundred
and Ninety One Only) equity shares of Rs.10/- each.

The Issued, Subscribed and Paid-up, Capital of the Company during the year under review was increased pursuant
to allotment of 7,11,811 shares to the promoter of the Company by way of preferential issue as mentioned above.

8. Material changes and commitments between the end of the financial year and date of the report affecting financial
position:

There were no material changes and commitments that occurred after the close of the year till the date of this Report, which
affected the financial position of the Company.

9. Details in respect of any scheme of provision of money for purchase of own shares by the Company:

During the year under review, there was no such scheme approved or initiated by the Company under Section 67 of the Act.

10. Acceptance of Deposit:

During the Financial Year 2024-25, the Company has not accepted any deposits from public within the meaning of Section
73 and Section 74 of the Act, therefore the disclosure under the Companies (Accounts) Rules, 2014, is not applicable to the
Company.

The Company as at 31^st March, 2025 has accepted loan from the following person who had furnished to the Company, a
declaration in writing, to the effect that the amount is not being given out of funds acquired by him by borrowing or accepting
loans or deposits from others -

11. Matters Related to the Board of Directors:

a) Composition:

The Board of Directors of the Company comprise of 6 Directors, who have wide and varied experience in different
disciplines of corporate functioning. The present composition of the Board consists of Chairman and Managing Director,
Joint Managing Director, Non-Executive and Non-Independent Director and Three Non-Executive and Independent
Directors.

The details are as below: -

b) Retirement by Rotation:

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr.
Ramakant Madhav Nayak, Non-Executive and Non-Independent Director of the Company, retires by rotation at the
forthcoming 32^nd AGM and being eligible offers himself for re-appointment.

c) Appointment and Reappointment of Directors:

At the ensuing 32^nd AGM of the Company, the Board based on the recommendation of the Nomination and
Remuneration Committee has placed the following proposals for approval of the Members:-

• Re-appointment of Mr. Punit Gopikishan Makharia (DIN:01430764) as the Chairman & Managing Director of the
Company with effect from 1^st April, 2026 to 31^st March, 2031; and

• Re-appointment of Mr. Gautam Gopikishan Makharia (DIN:01354843) as the Joint Managing Director of the
Company with effect from 1^st April, 2026 to 31^st March, 2031.

Mr. Punit Gopikishan Makharia and Mr. Gautam Gopikishan Makharia are not debarred from holding the office of
Director on account of any order of SEBI or any other such authority.

The Company has received the requisite Notices from a Member in writing proposing their re-appointment as Directors.

At the 31^st AGM of the Company, approval of the Members was taken for Remuneration payable to Mr. Punit
Gopikishan Makharia (DIN:01430764) as the Chairman and Managing Director and Remuneration payable to Mr.
Gautam Gopikishan Makharia (DIN:01354843) as the Joint Managing Director w.e.f. 1^st April, 2024 upto the remainder
period of their tenure of appointment i.e. 31^st March, 2026.

Further, the Board on the basis of performance evaluation and on the recommendation of the Nomination and
Remuneration Committee has placed the following proposals for approval of the Members:-

• Re-appointment of Mrs. Barkharani Harsh Nevatia (DIN:08531880) as the Independent Director of the Company,
not liable to retire by rotation, for a second term of 5 (five) consecutive years commencing from 10^th November,
2025 to 9^th November, 2030 (both days inclusive); and

• Re-appointment of Mr. Ishtiaq Ali (DIN:02965131) as the Independent Director of the Company, not liable to
retire by rotation, for a second term of 5 (five) consecutive years commencing from 12^th August, 2026 to 11^th
August, 2031 (both days inclusive).

The Nomination and Remuneration Committee, on the basis of performance evaluation of Mrs. Barkharani Harsh
Nevatia and Mr. Ishtiaq Ali and taking into account the external business environment, the business knowledge,
acumen, experience and the substantial contribution made by them during their tenure, has recommended to the
Board that the continued association of Mrs. Barkharani Harsh Nevatia and Mr. Ishtiaq Ali as Non-Executive and
Independent Directors would be beneficial to the Company.

Mrs. Barkharani Harsh Nevatia and Mr. Ishtiaq Ali are not debarred from holding the office of Director on account of
any order of SEBI or any other such authority.

The Company has received the requisite Notices from a Member in writing proposing their re-appointment as Non¬
Executive and Independent Directors.

d) Independent Directors:

In accordance with the provisions of Section 149(4) of the Act read with Regulation 17 of Listing Regulations and other
applicable provisions, the following Independent Directors are on the Board of the Company:

1. Mr. Satpal Arora

2. Mr. Ishtiaq Ali

3. Mrs. Barkharani Harsh Nevatia

The Company has received the declaration of Independence from all the Independent Directors as per the Act and
Listing Regulations and the Board is satisfied that all the Independent Directors meet the criteria of Independence as
mentioned in Section 149(6) of the Act, read with the Schedules and Rules issued there under, as well as under Listing
Regulations.

e) Board Meetings:

The Board of Directors of the Company met 4 times during the financial year. The maximum gap between two Board
meetings did not exceed 120 days. The intervening gap between the meetings was within the period prescribed under

the Act and Listing Regulations. The details of various Board Meetings and attendance of Directors are provided in
the Corporate Governance Report forming part of this Annual Report.

f) Separate Meeting of the Non-Executive and Independent Directors:

In accordance with the provisions of Schedule IV of the Act and Regulation 25(3) of Listing Regulations, a separate
meeting of the Independent Directors was held on 11^th February, 2025.

12. Directors’ Responsibility Statement:

Pursuant to provisions of Section 134(3)(c) of the Act, the Directors confirm that, to the best of their knowledge and belief:

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and there are no
material departures;

b) They had selected such accounting policies and applied them consistently and made Judgements 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) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;

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

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

f) They had devised proper system to ensure compliance with the provisions of all applicable laws and that such system
were adequate and operating effectively.

13. Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, a copy of the Annual Return in Form MGT-7 as on 31^st
March, 2025 is available on the Company's website at https://www.shreepushkar.com/mgt-7/

14. Related Party Transactions:

The Company has in place a robust process for approval of Related Party Transactions and on Dealing with Related
Parties.

The Board on the recommendation of the Audit Committee at its Meeting held on 11^th February, 2025 amended the “Policy
on Materiality of Related Party Transaction and dealing with Related Parties” in order to align it with the SEBI (Listing
Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 and Regulation 23 of Listing Regulations.
This Policy is available on the website of the Company at https://shreepushkar.com/policies-and-code-of-conduct/.

The Board of Directors have approved the criteria for making the omnibus approval by Audit Committee within the overall
framework of the aforementioned Policy on Related Party Transactions.

Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a
foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were placed
before the Audit Committee and the Board of Directors for their noting on quarterly basis.

Further, transaction entered into with related parties have been disseminated in the format prescribed by stock exchanges
pursuant to Regulation 23 of Listing Regulations.

The details of the Related Party Transactions as per Indian Accounting Standards are set out in the Financial Statements of
the Company and details pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules,
2014 is attached as Annexure 3 to this Report.

All related party transactions entered into during the financial year were on an arm's length basis and ordinary course of
business. There are no other materially significant Related Party Transactions entered into by the Company with Promoters,
Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of
the Company at large.

15. Board Evaluation:

As per the applicable provisions of the Act and Listing Regulations, the Board is required to carry out annual evaluation of
its own performance and that of its committees and Individual Directors.

Accordingly, the Board has carried out its annual evaluation of the performance along with the committees and Individual
Directors as under:

• The performance evaluation was carried out through a structured questionnaire seeking feedback about the Board
composition and structure, effectiveness of Board processes, information and functioning, exercise of responsibilities
in a bona fide manner in the interest of the Company, performance of the Board, its committees and individual
Directors except himself by rating the performance on each question;

• Accordingly, with the help of inputs received from all the Directors, a matrix reflecting the ratings was formulated and
placed before the Board for formal annual evaluation by the Board of its own performance and that of its committees
and individual Directors. The Board was satisfied with the evaluation Results.

• Further, the Board is of the opinion that all the Non-Executive Directors have contributed throughout the process of
Board and Committee Meeting of which they are members in effective manner as per their expertise in their field and
needs of the organization. The suggestions and contributions of the Non-Executive Directors in the working of the
Board and/or Committee were satisfactory.

16. Risk Management Policy:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives
and thus in pursuance of the same it has formulated a Risk Management Policy.

We have an integrated approach to manage inherent risks in various aspect of our business. The Management of the
Company continuously evaluates the existing Risk Management systems of the Company to make it more focused in
identifying and prioritizing the risks, role of various executives in monitoring & mitigation of risk and reporting process.

During the year the Management noted that there is no element of risk that may threaten the existence of the Company.
The Company's internal control systems are commensurate with the nature of its business and the size and complexity of
its operations. The details of composition and terms of reference and meetings of the Risk Management Committee are
provided in Corporate Governance Report forming part of this Annual Report.

Policy relating to Risk Management can be accessed on company's website viz: https://shreepushkar.com/policies- and-
code-of-conduct/

17. Vigil Mechanism:

The Vigil Mechanism as envisaged in the Act read with the Rules prescribed thereunder, and the Listing Regulations is
implemented through the Company's Whistle-Blower Policy which provides a mechanism for the Directors, employees
and all stakeholders of the Company to report genuine concerns (about unethical behaviour, actual or suspected fraud, or
violation of the Code) and provides for adequate safeguards against victimisation of persons who use such mechanism and
makes provision for direct access to the Chairman of the Audit Committee.

The details of the Whistle Blower Policy is explained in the Corporate Governance Report and posted on the website of the
Company at https://shreepushkar.com/policies- and-code-of-conduct/

18. Subsidiary, Joint Venture and Associate Companies:

As on 31^st March, 2025, your Company had 2 Wholly owned Subsidiaries i.e. Kisan Phosphates Private Limited (“KPPL”)
and Madhya Bharat Phosphate Private Limited (“MBPPL”). The Company has no Associate and Joint Venture Company.

The Sales contribution from KPPL was Rs. 11,261.35/- lakhs, as against Rs. 9,826.70/- lakhs in the preceding year recording
an improvement of 14.60%. The Sales contribution from MBPPL was Rs. 18,301.33/- lakhs, as against Rs. 14,256.28/-
lakhs in the preceding year recording an improvement of 28.37%.

The Sale of Fertilisers in KPPL and MBPPL has been commendable recording a sale of 66,358 MT at Rs. 84.12 crores and
1,23,264 MT at Rs. 159.46 crores.

Further, in accordance with the relevant provisions of the Listing Regulations, the Company has a Policy for determining
material Subsidiaries and the same is available on website of the Company at https://www.shreepushkar.com/policies-
and-code-of-conduct/

Accordingly on the basis of the Financial Results of 31^st March, 2025, the Company had two material subsidiaries namely
KPPL and MBPPL.

In addition to the above, Regulation 24(1) of the Listing Regulations requires that at least one Independent Director on the
Board of Directors of the listed Company to be a Director on the Board of Directors of unlisted material Subsidiary, whether
incorporated in India or not.

Mrs. Barkharani Harsh Nevatia (DIN:08531880) an Independent Director of the Company was appointed as an Additional
(Non-Executive and Independent) Director w.e.f. 5^th June, 2025 of MBPPL and Non-Executive and Independent Director
w.e.f. 3^rd June, 2022 of KPPL.

Other requirements of Regulation 24 of Listing Regulations with regard to Corporate Governance for Subsidiary Companies
have been complied with.

Further, the Board of Directors of MBPPL and KPPL have respectively at their Board Meetings held on 20^th December,
2024, approved a scheme of amalgamation between MBPPL (“Transferor Company/First Applicant Company”) with KPPL
(“Transferee Company/Second Applicant Company”) and their respective shareholders (“Scheme”). This Petition for
Scheme of Amalgamation is pending before Hon'ble National Company Law Tribunal, Mumbai Bench.

19. Consolidated Financial Statements:

In accordance with the provisions of the Act, Regulation 33 of Listing Regulations and applicable Accounting Standards, the
Audited Consolidated Financial Statements of the Company along with all relevant documents and the Auditors' Report for
the financial year 2024-25, forms part of this Annual Report.

20. Internal Financial Control System and their Adequacy:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations and to
maintain its objectivity and independence in accordance with the provisions of the Act.

Further, such controls have been assessed during the year under review and based on the results of such assessments
carried out by the Management, no reportable material weakness or significant deficiencies in the design or operation of
internal financial controls was observed.

The Company uses SAP-ERP to process financial transactions and maintain its books of accounts. The SAP has been
setup to ensure adequacy of financial transactions and integrity & reliability of financial reporting.

Further, the Internal Auditor assesses and promotes strong ethics and values within the organisation and facilitates
maintaining and monitoring of the internal control environment. The Internal Auditor presents a quarterly report to the Audit
Committee containing Significant audit observations/recommendations along with corrective actions thereon.

Based on such Internal Audit Report, process owners are assigned with a responsibility to undertake corrective action in
their respective areas.

21. Corporate Social Responsibility and Sustainability Initiatives:

The Company is committed to work towards the development of society since its inception. As a part of its initiatives under
Corporate Social Responsibility (“CSR”) and Sustainability, the Company has formed a CSR Committee. The objective of
the Company's CSR and Sustainability Initiatives is to improve the quality of life of communities through long-term value
creation for all stakeholders.

The Company has in place a CSR policy which provides guidance to conduct CSR activities of the Company. The CSR
policy is available on the website of the Company at www.shreepushkar.com

The purpose of CSR Committee is to formulate and recommend to the Board, a CSR Policy, which shall indicate the
initiatives to be undertaken by the Company, recommend the amount of expenditure the Company should incur on CSR
activities and to monitor from time to time the CSR activities and policy of the Company.

Further, the Chief Financial Officer of the Company has certified that the funds disbursed have been utilised for the purpose
and in the manner approved by the Board for FY 2024-25.

The Annual Report on CSR activities, in terms of Section 135 of the Act and Rule 8 (1) of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 as amended from time to time is attached as Annexure 4 to this Report.

22. Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo:

The particulars as required under the provisions of Section 134(3)(m) of the Act read with Rule 8 of the Companies
(Accounts) Rules, 2014 in respect of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and
Outgo are attached as Annexure 5 to this Report.

23. Particulars of Loans, Guarantees and Investments under Section 186 of the Act:

Details of Loans granted, Guarantees given or Investments made during the year under review which are covered under
the provisions of Section 186 of the Act, if any, are given in the notes to the Financial Statements.

24. Key Managerial Personnel:

The following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203
of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

• Mr. Punit Gopikishan Makharia - Chairman and Managing Director;

• Mr. Gautam Gopikishan Makharia - Joint Managing Director;

• Mr. Deepak Beriwala - Chief Financial Officer;

• Mr. Nitesh Pangle - Company Secretary and Compliance Officer (upto 12^th August, 2024); and

• Mr. Pankaj Manjani - Company Secretary and Compliance Officer (w.e.f. 16^th August, 2024)

25. Board Committees:

In accordance with the Act, Listing Regulations and other applicable laws and as a part of best governance practices, the
Company has constituted following Committees of the Board:

i. Audit Committee;

ii. Nomination and Remuneration Committee;

iii. Stakeholders' Relationship Committee;

iv. Corporate Social Responsibility Committee; and

v. Risk Management Committee.

The brief details of above committees are given below:

a) Audit Committee:

The composition of the Audit Committee is in conformity with the provisions of Section 177 of the Act and Regulation
18 of Listing Regulations. The Audit committee comprises of:

i. Mr. Satpal Arora, Chairman;

ii. Mr. Punit Gopikishan Makharia, Member;

iii. Mrs. Barkharani Harsh Nevatia, Member; and

iv. Mr. Ishtiaq Ali, Member.

The scope and terms of reference of the Audit Committee is in accordance with the Act and the Listing Regulations.
There were four meetings of the Audit Committee during the year.

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the
Committee.

The Members are requested to refer to the Corporate Governance Report for further details as to the date of Meeting
of the Committees etc.

b) Nomination and Remuneration Committee:

The composition of the Nomination and Remuneration Committee is in conformity with the provisions of Section 178
of the Act and Regulation 19 of Listing Regulations. The Nomination and Remuneration Committee comprises of:

i. Mr. Satpal Arora, Chairman;

ii. Mr. Ramakant Nayak, Member; and

iii. Mr. Ishtiaq Ali, Member.

The scope and terms of reference of the Nomination and Remuneration Committee is in accordance with the Act and
the Listing Regulations.

The Members are requested to refer to the Corporate Governance Report for further details as to the date and number
of Meeting of the Committees etc.

c) Stakeholders Relationship Committee:

The Stakeholders Relationship Committee is constituted in accordance with the requirements of Section 178 of the
Act and Regulation 20 of Listing Regulations. The Stakeholders Relationship Committee comprises of:

i. Mr. Ramakant Nayak, Chairman;

ii. Mr. Satpal Arora, Member; and

iii. Mr. Ishtiaq, Ali, Member.

The scope and terms of reference of the Stakeholders Relationship Committee is in accordance with the Act and the
Listing Regulations.

The Members are requested to refer to the Corporate Governance Report for further details as to the date and number
of Meeting of the Committees etc.

d) Corporate Social Responsibility Committee:

As per the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules,
2014, the Board of Directors have constituted a Corporate Social Responsibility Committee. The composition of the
CSR Committee of the Company is as under:

i. Mr. Punit Gopikishan Makharia, Chairman;

ii. Mr. Satpal Arora, Member; and

iii. Mr. Gautam Makharia, Member.

The scope and terms of reference of the Corporate Social Responsibility Committee is in accordance with the Act and
the Listing Regulations.

The Members are requested to refer to the Corporate Governance Report for further details as to the date and number
of Meeting of the Committees etc.

e) Risk Management Committee:

The Risk Management Committee is constituted by the Board of Directors of the Company in accordance with the
requirements of Regulation 21 of Listing Regulations. The Risk Management Committee comprises of:

i. Mr. Punit Gopikishan Makharia, Chairman;

ii. Mr. Ramakant Nayak, Member; and

iii. Mrs. Barkharani Harsh Nevatia, Member.

The scope and terms of reference of the Risk Management Committee is in accordance with the Listing Regulations.

The Members are requested to refer to the Corporate Governance Report for further details as to the date and number
of Meeting of the Committees etc.

26. Particulars of Employees as per Section 197(12) of the Act:

The information as required under Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure 6 to this Report.

During the year under review, there was No employee who was:

(i) Employed throughout the financial year and received the remuneration of one crore and two lakh rupees in the
aggregate; or

(ii) Employed for a part of the financial year and received the remuneration of eight lakh and fifty thousand rupees per
month in the aggregate.

27. Policy on appointment and remuneration of Directors:

The Nomination and Remuneration Committee has put in place the Policy on Appointment and Remuneration of Directors
which takes into consideration qualification and wide experience of the Directors in the fields of banking, finance, regulatory,
administration, legal etc.

Further, the Policy of the Company has been structured in accordance with the provisions of the Act and in order to match
the market trends of the Chemicals and Fertilisers industry.

The Remuneration payable to Executive Directors is determined on various factor including the contributions made by the
respective Director for the growth of the Company.

The Policy on Appointment and Remuneration of Directors and Key Managerial Personnel is available on the website
of the Company www.shreepushkar.com and is attached as Annexure 7 forming part of this Report. We affirm that the
remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

28. Auditors and Auditors’ Report:

M/s. S. K. Patodia & Associates, Chartered Accountants having Firm Registration No. 112723W were appointed as Statutory
Auditors for a period of 5 years from the conclusion of 28^th AGM held on 24^th September, 2021 until the conclusion of the 33^rd
AGM of the Company in accordance with the provisions of the Section 139 of the Act.

The Auditors' Report for the financial year ended 31^st March, 2025, on the financial statements of the Company forms part
of this Annual Report and such Report is unmodified i.e. it does not contain any qualification, reservation or adverse remark
or disclaimer.

29. Cost Records and Audit:

The Company is required to maintain cost records for certain products as specified by the Central Government under sub¬
section (1) of Section 148 of the Act and accordingly such accounts and records are made and maintained in the prescribed
manner.

The Board had appointed Mr. Dilip M. Bathija, Cost Accountant, as Cost Auditor for conducting the audit of cost records
of the Company for the Financial Year 2024-25 at a remuneration of Rs. 70,000/- (Rupees Seventy Thousand Only) plus
Goods and Services Tax as applicable and out of pocket expenses which was ratified by Members at the 31^st AGM of the
Company held on 28^th September, 2024.

Further, the Board has at its Meeting held on 12^th August, 2025 based on the recommendation of the Audit Committee,
appointed Mr. Dilip M. Bathija, Cost Accountant, as the Cost Auditor of the Company to conduct the audit of cost records of
certain products for the financial year 2025-26.

The remuneration proposed to be paid to the Cost Auditor is Rs. 90,000/- (Rupees Ninety Thousand Only) plus Goods and
Services Tax as applicable and out of pocket expenses, if any, subject to ratification by the Members of the Company at the
ensuing 32^nd AGM.

The Company has received consent from Mr. Dilip M. Bathija, Cost Accountant, to act as the Cost Auditor for conducting
audit of the cost records for the financial year 2025-26 along with a certificate confirming their independence and arm's
length relationship.

Pursuant to Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, appropriate Resolution
seeking your ratification to the remuneration of the said Cost Auditor is included in the Notice convening the 32^nd AGM of
the Company.

30. Secretarial Audit and Secretarial Compliance Report:

a) Secretarial Audit Report:

The Board had appointed M/s. DSM & Associates, Peer Reviewed Practicing Company Secretaries Firm, to carry
out Secretarial Audit of the Company and its Material subsidiaries i.e. Kisan Phosphates Private Limited and Madhya
Bharat Phosphate Private Limited under the provisions of Regulation 24A of Listing Regulations and Section 204 of
the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Accordingly, the Secretarial Audit Report of the Company issued by M/s. DSM & Associates, Peer Reviewed Practicing
Company Secretaries Firm is attached as Annexure 8 to this Report.

Further, the Secretarial Audit Report of Material subsidiaries i.e. Kisan Phosphates Private Limited and Madhya
Bharat Phosphate Private Limited is attached as Annexure 8(A) and Annexure 8(B) respectively to this Report.

The Secretarial Audit Reports does not contain any qualification, reservation or adverse remark or disclaimer.

b) Appointment of Secretarial Auditor:

As per the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, every listed entity and its material unlisted
subsidiaries is required undertake a Secretarial Audit.

Further in terms of provisions of Regulation 24(2) of Listing Regulations, every listed entity shall submit a secretarial
compliance report in such form as specified, to stock exchanges, within sixty days from end of each financial year
which shall be signed only by the Secretarial Auditor or by a Peer Reviewed Company Secretary who satisfies the
conditions mentioned in sub-regulations (1A) and (1B) of such Regulation.

In view of the above, the Board of the Company at its Meeting held on 12^th August, 2025 based on the recommendations
of the Audit Committee and subject to approval of the shareholders at the ensuing AGM, approved the appointment
of M/s DSM & Associates, Peer Reviewed Practicing Company Secretaries Firm as the Secretarial Auditor of the

Company for a period of 5 (five) consecutive years, commencing from 1^st April, 2025 to 31^st March, 2030, to conduct
Secretarial Audit of the Company and to furnish the Secretarial Audit Report(s).

M/s. DSM & Associates, an embryonic firm of Practicing Company Secretaries, brings in the diverse experience in
Corporate Law matters and assurance of timely compliance, advisory services for its various clients. Their involvement
will help ensure the Company remains steadfast in Meeting its obligations under applicable laws, regulations, and
Secretarial Audit standards.

c) Secretarial Compliance Report:

Pursuant to Regulation 24(2) of Listing Regulations, the Secretarial Compliance Report for the financial year ended
31^st March, 2025 in relation to compliance of all applicable SEBI Regulations/circulars/guidelines issued thereunder
is attached as Annexure 9 to this Report.

The Company has complied with Secretarial Standards-1 and 2 issued by the Institute of Company Secretaries of
India on Meetings of the Board of Directors and General Meetings respectively.

31. Reporting of Frauds:

During the year under review, the Statutory Auditors, Cost Auditor and Secretarial Auditor have not reported any instances
of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act.

32. Compliance with the provisions of Secretarial Standard-1 and Secretarial Standard-2:

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General
Meetings' respectively, have been duly complied by your Company.

33. Management Discussion and Analysis Report:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(3) and Part
B of Schedule V of Listing Regulations, is attached as Annexure 10 to this Report.

34. Corporate Governance:

The Company consistently prioritizes conducting its affairs with vigilance, clarity, fiduciary obligation, and answerability—
reaffirming the essential belief that a solid ethos of enterprise stewardship underpins exceptional organizational achievement.

At Shree Pushkar Chemicals & Fertilisers Limited, we ensure that we evolve and follow the good Corporate Governance
practices.

Pursuant to the provisions of Listing Regulations, the Report on Corporate Governance and the Certificate regarding
Compliance of Conditions of Corporate Governance issued by M/s. DSM & Associates, Peer Reviewed Practicing Company
Secretaries Firm is attached as Annexure 11 to this Report.

35. Code of Conduct:

The Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and
highest standard of business ethics. In recognition thereof, the Board of Directors have implemented a Code of Conduct
for adherence by Directors, Key Managerial Personnel, Senior Management Personnel and Employees of the Company.
The Code of Conduct is dealing with ethical issue and also fosters a culture of accountability and integrity. The Code is
in accordance with the requirements of the Act and Listing Regulations and has been posted on the Company's website
https://www.shreepushkar.com/policies-and-code-of-conduct/

All the Board members and Senior Management Personnel have confirmed compliance with the Code.

36. Code under SEBI (Prohibitions of Insider Trading) Regulations, 2015:

In accordance with the provisions of SEBI (Prohibitions of Insider Trading) Regulations, 2015, the Company has adopted
the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct
to regulate, monitor and report trading by its employees and other connected persons (“Insider Trading Code”) as approved
by the Board.

The Insider Trading Code inter-alia prohibits Insiders including Designated Persons from trading in the shares and securities
of the Company or counsel any person during any period when the Unpublished price sensitive information is available with
them.

Further, the Board at its Meeting held on 16^th May, 2025 amended the Insider Trading Code for aligning it with the SEBI
(Prohibition of Insider Trading) (Amendment) Regulations, 2025.

The amended Insider Trading Code is available on the website of the Company at: https://www.shreepushkar.com/policies-
and-code-of-conduct/

37. Investor Education and Protection Fund:

In accordance with the provisions of Sections 124 and 125 read with Investor Education and Protection Fund (Accounting,
Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) and other applicable provisions of the Act, dividends that remain
unpaid/unclaimed for a period of seven years are required to be transferred to the account administered by the Central
Government i.e. Investor Education and Protection Fund Authority (“IEPFA”).

Further, the aforementioned provisions mandate companies to transfer all shares in respect of which dividend has not been
paid or claimed for seven consecutive years or more in the name of IEPF.

Accordingly, during the year under review, the unclaimed/unpaid dividend amount of Rs. 3,45,060/- for the financial year
2016-17 was transferred to IEPF and 313 corresponding shares on which dividends were unclaimed for seven consecutive
years were transferred to the Demat Account of IEPFA.

In accordance with the said IEPF Rules, the Company had sent notices to all the Shareholders whose shares were due for
transfer to the IEPFA and simultaneously published newspaper advertisement.

The voting rights on these shares shall remain frozen until the rightful owner claims the shares.

The Company has appointed a Nodal Officer under the provisions of IEPF Rules, the details of which are available on the
website of the Company at the Web-link: https://www.shreepushkar.com/investor-service-contact/

Pursuant to the provisions of IEPF Rules, the Company has uploaded the details of unpaid and unclaimed amounts lying
with the Company on the website of the Company at www.shreepushkar.com and also on the website of the MCA at www.
iepf.gov.in

During the year there was no transfer of shares to IEPF suspense account.

38. Finance:

Cash and cash equivalents as on 31^st March, 2025 was Rs. 21.99 lakhs as compared to earlier year where it was Rs. 30.40
lakhs). The Company continues to focus on judicious management of its working capital. Receivables, inventories and other
working capital parameters were kept under strict check through continuous monitoring.

39. Continuous Listing:

Your Company remained listed on National Stock Exchange Limited and BSE Limited during the year under review. Also,
the Company has paid the listing fees and complied with Listing Regulations.

40. Human Resource:

During the year under review, the Company has maintained consistently cordial and harmonious relationships with its
workforce at all levels. We view our employees as integral teammates and recognize them as one of our most valuable
assets—essential to enhancing organizational effectiveness. By fostering a genuine sense of belonging, we inspire
dedication and loyalty, reinforcing adherence to the Company's policies and systems. This positive workplace environment
not only strengthens human resources but also elevates their contributions to the overall success of the organization.

41. Business Responsibility and Sustainability Report:

The Business Responsibility and Sustainability Report (“BRSR”) as stipulated under Regulation 34(2)(f) of Listing
Regulations describing the initiatives taken by Company from environmental, social and governance perspective, has been
appended herewith as Annexure “12”.

The BRSR is intended towards having quantitative and standardized disclosures on ESG parameters to enable comparability
across companies, sectors and time. Such disclosures will be helpful for investors to make better investment decisions.
The BRSR shall also enable companies to engage more meaningfully with their stakeholders, by encouraging them to look
beyond financials and towards social and environmental impacts.

42. Prevention of Sexual Harassment at Workplace:

The Company has in place a policy for prevention of sexual harassment of its employees at workplace in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The
policy covers all employees so they could directly make complaints to the committee, if such a situation arises.

The Company affirms that during the year under review, the Company has complied with the provisions relating to Internal
Complaints Committee.

The following are details of cases received by the Internal Complaints Committee during the year under review:

(a) number of complaints of sexual harassment received in the year : NIL

(b) number of complaints disposed off during the year : NIL

(c) number of cases pending for more than ninety days : NIL

43. Maternity Benefit Act, 1961:

The Company has complied with the provisions of Maternity Benefit Act, 1961.

44. Miscellaneous:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/
events on these items during the year under review:

• Issue of equity shares with differential rights as per the provisions of the Act;

• Issue of sweat equity shares as per the provisions of the Act;

• Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status
and the Company's operation in future;

• Issue of shares under Employees Stock Option Scheme as per the provisions of the Act;

• Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016); and

• Revision of financial statements and Board's Report under Section 131 of the Act.

Further, the Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and
hence the details of difference between amount of the valuation done at the time of one time settlement and the valuation
done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

45. Acknowledgement:

Your Directors take this opportunity to express their gratitude to all Shareholders, Investors, clients, vendors, bankers,
Regulatory and Government authorities, Stock Exchanges, business associates and other stakeholders for their

cooperation, encouragement and continued support extended to the Company. Your Directors also wish to place on record
their appreciation to the Associates for their steadfast support and unstinting efforts in ensuring an excellent all round
operational performance at all levels.

For and on behalf of the Board of Directors of

Shree Pushkar Chemicals & Fertilisers Limited

Sd/-

Punit Gopikishan Makharia
Chairman & Managing Director
DIN:01430764

Date: 12^th August, 2025
Place: Mumbai