Paradeep Phosphates Ltd

To the Members,

Your Directors have pleasure in presenting the Forty Third Annual Report of Paradeep Phosphates Limited ("Company") together with the Audited Financial Statements for the financial year ended March31, 2025.

1. FINANCIAL HIGHLIGHTS

2. CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY

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

3. REVIEW OF OPERATIONS

During the financial year, on a standalone basis, the Company recorded operating revenue of RS.1,382,020.80 Lakhs as compared to RS. 1,157,511.98 Lakhs for the previous financial year.

The Profit Before Tax for the year ended 31^st March2025 was 75,313.13 Lakhs as compared to RS. 14,016.72 Lakhs for the year ended 31^st March2024. Net Profit was 55,250.34 Lakhs for the year ended 31^st March2025 compared to earlier year's RS. 9,924.22 Lakhs. Total Comprehensive Income stood at RS. 54,811.68 Lakhs for the year ended 31^st March2025 compared to RS. 9,730.61 Lakhs for the previous year.

4. SCHEME OF AMALGAMATION

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

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

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

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

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

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

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

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

5. CAPITAL PROJECT

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

M/s TKIS, and in-house engineering teams, this production capacity from 0.5 million MTPA to 0.62 million MTPA.

To support this downstream expansion, a new Evaporator with a 350 TPD capacity is under installation. The erection work began in July 2024 and is progressing as scheduled. This will enhance Strong Phosphoric Acid (SPA) production capacity from 1,020 MTPD to 1,370 MTPD.

For upstream integration and to meet the increased demand for LP steam, power, and sulfuric acid, a new 1,500 TPD Sulfuric Acid Plant and an integrated

23 MW power plant are under development. With environmental clearance already secured, this project is targeted for completion by October 2025.

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

As part of the Company's commitment to surface water runoff management, a 100,000 m? collection pond is being constructed to prevent initial contamination from surface runoff. Bed preparation for this pond is currently in progress.

To reinforce soil and environmental safety, work has commenced on the Gypsum Pond-1 perimeter ditch lining, a sustainability initiative that began in November 2024 and is expected to be completed by March, 2026.

In alignment with future energy requirements, the Main Receiving Substation (MRSS) is being expanded to handle the additional 23 MW load from the new power plant. This upgrade is expected to be completed by September 2025.

The Company has made significant strides in energy efficiency through its Energy Savings Scheme, which is being implemented in three phases. Phase 1 has been successfully completed and included retrofitting the Ammonia Converter with a 3-bed configuration and Casale's Amomax catalyst. Additionally, a new synthesis loop boiler was installed, and the 1^st Shift Converter was retrofitted with axial-radial baskets and new catalyst. These initiatives have reduced Urea energy consumption to 6.5 GCal/MT.

Phase 2 has commenced and includes the retrofit of the Synthesis Gas Compressor Train and Air Compressor Turbine. The project, awarded to M/s Siemens, is expected to be commissioned by March2026, with a projected energy reduction to 6.1 GCal/MT.

Phase 3, scheduled for completion by first half of the financial year 2028, will involve the installation of a

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

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

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

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

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

6. TRANSFER TO RESERVES

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

7. DIVIDEND

Your Board of Directors have recommended dividend of RS.1 (10% ) per equity shares of face value of RS. 10 for the Financial Year 2024-2025.The dividend distribution policy is available on the website of the Company i.e., https://www.paradeepphosphates.com/uploads/content/ dividend-distribution-policy-20-08-2022.pdf

8. SHARE CAPITAL

Authorised Capital

The authorized share capital of the Company as on 31^st March2025 was RS. 1000,00,00,000 (Rupees one thousand crore) divided into RS. 900,00, 00,000 (Rupees nine hundred crore) consisting of 90,00,00,000 (ninety crore) equity shares of face value of RS. 10 each, and RS. 100,00,00,000 (Rupees hundred crore) consisting of 1,00,00,000 (one crore) 7% non-cumulative redeemable preference shares of face value of RS. 100 each.

9. HEALTH, SAFETY AND ENVIRONMENT (HSE)

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

Health, Safety and Environment (HSE) – Paradeep Plant

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Health, Safety and Environment (HSE) – Goa Plant

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

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

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

A 150 kg/day bio-digester has been installed to process food waste from canteens, generating biogas that is reused for cooking. Additionally, extractive gas analyzers were replaced with DoAS analyzers for improved detection of SO , NO , and NH pollutants.

Under its Extended Producer Responsibility (EPR) initiative, the Goa plant diverted approximately 2070 tons of post-consumer plastic waste to recycling in FY 2024–25, significantly reducing landfill pressure.

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

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

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

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

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

Industrial Relations

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

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

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

10. ANNUAL RETURN

Annual Return referred to in Section 92(3) of the Companies Act, 2013 will be available on the website of the Company i.e. https://www.paradeepphosphates.com/investors/ corporate-governance#annual-returns

11. a) BOARD MEETINGS

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

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

12. DIRECTORS RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period; c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors have prepared the annual accounts on a going concern basis; e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

13. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

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

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company was having 8 directors as on March31, 2025 with seven Non-Executive Directors including four Independent directors and a Managing Director.

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

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

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

TherewasnochangeinChiefFinancialOfficerandCompany Secretary of the Company during the year under review.

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

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

15. DIRECTORS TRAINING & FAMILIARIZATION

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

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

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

16. PERFORMANCE EVALUATION

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

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

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

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

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

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

17. NOMINATION AND REMUNERATION POLICY AND DISCLOSURE ON REMUNERATION

Based on the recommendation of the Nomination and Remuneration Committee, the Board has approved the Nomination and Remuneration Policy. The Nomination and Remuneration Policy provides for constitution & role of Nomination and Remuneration Committee, guidelines on procedure for appointment / removal of Director, Key Managerial Personnel or at Senior Management level, recommendation for remuneration, compensation and commission to be paid to the Managing Director / Whole time Director / Non – Executive Directors and carrying out evaluation of performance of every Director and Key managerial personnel.

The Nomination and Remuneration Policy is placed on the website of the Company i.e. https://www. p a r a d e e p p h o s p h a t e s . c o m / u p l o a d s / c o n t e n t / whistleblowerpolicy29july20221677899588.pdf.

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

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

18. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

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

19. Corporate Social Responsibility and ESG Committee

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

20. WHISTLE BLOWER POLICY/VIGIL MECHANISM

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

The Whistleblower Policy provides for adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of the employees and the Company. The Whistleblower Policy is placed on the website of the Company i.e., https://www.paradeepphosphates.com/uploads/content/ whistleblowerpolicy29july20221677899588.pdf

21. RISK MANAGEMENT

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

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

22. LOANS, GUARANTEES OR INVESTMENTS

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

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

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

24. RELATED PARTY TRANSACTIONS

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

25. DEPOSITS

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

26. STATUTORY AUDIT

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

27. SECRETARIAL AUDIT

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

28. COST RECORDS & COST AUDIT

The Company is required to maintain cost records as per Section 148(1) of the Companies Act, 2013, and get the Cost audit done by a Cost Auditor. Accordingly, such accounts & records are made and maintained. The Company appointed M/s. S. S. Sonthalia & Co., Cost Accountants, as the Cost Auditor for the year 2024-25. The Cost Audit Report for the year ended March31, 2024 was filed by the Company with the Ministry of Corporate Affairs.

29. AUDITORS' REPORT

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

30. MATERIAL CHANGES & COMMITMENTS

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

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

31. SIGNIFICANT & MATERIAL ORDERS

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

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

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

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

33. COMPLIANCE OF SECRETARIAL STANDARDS

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

34. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013. The Consolidated Financial Statements for the Financial Year ended 31^st March2025 forms part of the Annual Report.

35. EMPLOYEE STOCK OPTION SCHEME

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

In terms of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 as amended from time to time (‘SEBI Regulations'), the Nomination and Remuneration Committee of Board, inter alia, administers and monitors the PPL Employee Stock Option Plan 2021. A certificate from the Secretarial Auditor on the implementation of your Company's Employees Stock Option Scheme will be placed at the ensuing Annual General Meeting for inspection by the Members. Further, disclosures pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 read with SEBI circular dated 16^th June 2015 for the financial year ended 31^st March2025 are available on website of the Company.

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

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

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

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

iii. numberofcasespendingformorethanninetydays-nil.

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

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

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

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

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

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

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

40. CORPORATE GOVERNANCE

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

A detailed Corporate Governance Report in line with the requirements of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 regarding the corporate governance practices followed by the Company which is given as Annexure – A and the certificate from Practicing

Company Secretary relating to compliance of mandatory requirements is given as Annexure – B. A statement regarding opinion of the Board, with regard to integrity, expertise and experience (including proficiency) of the Independent Directors appointed during the year is given in Corporate Governance Report annexed as Annexure A. Management Discussion and Analysis report for 2024-25, forms part of the Annual Report.

41. BUSINESS RESPONSIBILITY AND SUSTAINABLITY REPORT

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

42. GENERAL

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

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

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

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

There was no revision in the financial statements;

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

There was no material subsidiary during the FY 2024-25 and

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

43. ACKNOWLEDGEMENT

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