Agro Phos India Ltd

To,

The Members,

Your directors have pleasure in presenting their 24 th Annual Report on the business and operations of the company together with the Standalone and Consolidated Audited Statement of Accounts for the year ended 31st March, 2026:

1. FINANCIAL HIGHLIGHTS

During the year under review, performance of your company was as under:

(Amount in Lacs)

	Standalone		Consolidated
Particulars	Year ended 31 11 March,	Year ended 31* March,	Year ended 31st March,	Year ended 31sl
	2026	2026	2025	March, 2025
Revenue from operation and Other Income	14,893.19	12078.76	14,810.48	12078.76
Less: Expenditure	13,739.25	11,168.94	13,763.80	11,168.94
Profit/(Loss) before tax	1,178.38	909.82	1,066.23	888.00
Less: Tax Expense
Income tax (current year)	323.89	172.75	323.89	172.75
MAT Credit	0.00	0.00	0.00	0.00
Income tax paid for earlier years	0.00	0.00	0.00	0.00
Deferred tax	36.29	211.48	36.29	211.48
Profit/(Loss) aftertax	818.20	525.60	706.05	(503.78)
Other Comprehensive Income	14.38	17.30	14.38	17.30
Total Comprehensive Income for the Year	832.58	542.89	720.43	521.07

2. FINANCIAL PERFORMANCE

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During the year under review, the company has achieved Turnover of Rs. 14,893.19 Lies as compared to the turnover of the previous year Rs. 12078.70 Lacs. Profit of the company for the current financial year was Rs. 818.20 lacs as compared to Rs. 525.60 lacs in previous year reflecting an increase in turnover thereby increase in profit during the year.

The Company has policy of recognizing subsidy on SSP at a point in time i.e. when control of the goods has transferred to buyer, rather than recognizing it when goods sold to end user / farmer and bill generated through IMPS System, to provide more accurate and timely recognition of revenue.

Consolidated Performance

The audited consolidated financial statements incorporating the duly audited financial statements ofthe associate namely Shri Tulsi Phosphate Limited, as prepared in compliance with the Companies Act. 2013 ('the Act), Listing Regulations, 2015 and in accordance with the Indian Accounting Standards specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 along with all relevant documents and the Independent Auditors' Report thereon forms part of this Annual Report

Pursuant to the provisions of section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company's associate for the financial year ended on 31 st March, 2026 in Form AOC-1 (Enclosed herewith as Annexure B forms part of this Annual Report.

During the financial year under review, on a consolidated basis, the Company recorded a total revenue of Rs. 14,810.48 Lakhs as against Rs. 12,078.76 Lakhs in the previous year. The profit for the year stood at Rs. 706.05 Lakhs as compared to previous year of Rs. 503.78 lakhs. Also, the Earnings per Share ('EPS') increased to Rs. 3.48 as against EPS of Rs. 2.48 in the previous year.

3. CHANGE IN NATURE OF BUSINESS

During the year, there has not been any change in the nature of the Business.

4. DIVIDEND

During the year under review, the Company did not declare or distribute any dividend. The Board of Directors considered it appropriate to retain the funds within the business to support the Company's growth plans, strengthen its financial position and meet future business requirements. The Board remains committed to enhancing shareholder value and shall endeavor to reward the shareholders through dividend distribution in the forthcoming years, subject to the Company's financial performance, cash flows, growth opportunities and other relevant consideration.

5. AMOUNT TRANSFERRED TO RESERVE

The Company has appropriated a profit of Rs. 818.20 lakhs to the Free Reserve during the year under review.

6. DEPOSITS

The Company did not accept any deposits from the public within the meaning of Section 73 of the Companies Act. 2013 read with the rules made there under.

7. INSURANCE

Your directors informed that all the fixed assets of the company are adequately insured.

8. SHARE CAPITAL a) Authorized Capital

There were no changes have been made in the Authorized Capital of the company during the financial year 2025-26. The current Authorized Capital of the company is Rs. 21,00,00,000/- divided into 21000000 equity Shares of Rs. 10 each.

h) Issued Subscribed and Paid-up Share Capital

The issued, subscribed and paid-up share Capital of the Company is same as In the previous Year i.e. is Rs. 20,27,41,150/- divided into 20274115 equity Shares of Rs. 10 each: that means no further issue or bonus issue was brought by company.

9. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('IEPF Rules'), any unpaid or unclaimed dividend remaining in the Unpaid Dividend Account for a period of seven years from the date of its transfer is required to be transferred by the Company to the Investor Education and Protection Fund ('IEPF').

During the year under review, an amount of ^25,274.50/- pertaining to unpaid/unclaimed dividend declared for FY 2017-18 was transferred to the IEPF on 2nd December, 2025, upon completion of the prescribed period.

The details of unpaid and unclaimed dividends liable for transfer to the IEPF, as applicable, are available on the Company's website under the Investors section.

10. HUMAN RESOURCE & INDUSTRIAL RELATIONS

The Industrial relations of the company were harmonious with suppliers, customer's employees, factory labor, financial leaders, as the company's promoter is having a great influence in the fertilizer industry of middle east of India which always supposed to turned into some wonderful corporate relation of company among others in this industry, also management is striving their efforts toward the harmonious relation with vendors, raw material suppliers, purchasers. Governments Bodies and other stakeholders.

Your company is always having concern about its employee and labor as a part of this your company was arranged all necessary arrangement for safety of health of our employees as availability of Primary medical treatment facility at corporate office and plant premises.

Company is having system to provide loan facility without interest or lesser interest as per the salary slab criteria to needy employees so as to assure timely help to them to face any untoward or any to Fulfil their needs.

Company always welcomes from its employee about any facilities/aid they can serve to them and management always do their best to promote practice of collective bargaining, trade unionism, and harmonious labor-management relations, provide friendly environment and comfort to company's employees so that they may explore their maximum output throughout the year. We also would like to place on record our sincere appreciation to the cooperation extended by all theemployees in maintaining cordial relations.

11. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis, forming part of this report as required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached as 'Annexure-A' separately to this Report.

12. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of the knowledge and belief and according to the information and explanations obtained by them, your Directors Confirms the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. That in the preparation of the annual accounts for the year ended 31 st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any:

b. That such accounting policies as mentioned In the Financial Statements have been selected and applied consistently. Such judgments and estimates have been made that are reasonable and prudentso as to give a true and fair view of the state of affairs and of Profit of the Company for the financial year ended on 31 M March, 2026.

c. That they 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. That they have prepared the Annual Accounts on a going concern basis;

e. That they have laid down internal financial controls for the company and such internal financial controls were adequate and were operating effectively.

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

13. CORPORATE GOVERNANCE REPORT

The Company believes in adopting best practices of corporate governance. As per Regulation 34 of the SEBI Listing Regulations, a separate section on corporate governance practices followed by the Company, together with a certificate from M/s. NPG & Co., Practicing Company Secretary. Indore on compliance with corporate governance norms under the SEBI Listing Regulations, is provided in Corporate Governance Report which forms part of this Annual Report.

14. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Changes in Directors:

I. Cessation of Directors:

• On 29«t> May, 2025, Ms. Shweta Bhamare has resigned as an Independent Director due to personal reasons and pre-occupation elsewhere.

• On 24 th January, 2026, tenure of Mr. Chandresh Kumar Gupta ended from the post of directorship.

II. Appointment of Directors

Pursuant to provisions of Companies Act. 2013 ('the Act '), on the recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on:

• On 14' h August, 2025, appointed Ms. Maya Vishwakarma Agarwal as an Additional Director in the capacity of Independent Director w.e.f. 14th August, 2025 upto the 23 rd Annual General Meeting. She was re-appointed as Independent Director for the 5 years w.e.f 14th August, 2025 till 13 th August, 2030 in the AGM held on 30 th September, 2025.

• appointed Mr. Samir Kumar Biswas as an Additional Director in the capacity of Independent Director with effect from 31^ December, 2025 However, the board was about to re-appoint him or confirm his appointment by way of postal ballot however Mr. Samir Kumar Biswas has Orally expressed his inability to serve as independent director on the board of the company which was communicated by him in written on 11 th June 2026. Hence, the board was in dilemma and could not proceed for EGM.

III. Retirement by Rotation:

The independent directors hold office for a fixed term not exceeding five years from the date of their appointment and are not liable to retire by rotation.

However as per the provision of the Companies Act, 2013 and as per the Article of association of the company Mr. Abhishek Kalekar, Director of the company, who has longest in the office has become liable to retire by Rotation in ensuing this General Meeting and, being eligible have offered his candidature for reappointment. Brief details of Mr. Abhishek Kalekar. Director, who is seeking re-appointment, are given in the notice of Annual General Meeting.

B. Changes in Key Managerial Personnel:

The Detailed Information on the directors is provided in the Corporate Governance Report.

In compliance with the provisions of Sections 149 and 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI (LODR) Regulation 2015, the composition of Board of Directors and Key Managerial Personnel are as follows:

[FY 2025-2026]

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DIN /PAN	Name	Designation	Date Of	Date Of
			Appointment	Cessation
00244925	Raj Kumar Gupta	Managing director	24/09/2002	-
05233476	Vishnu Kant Gupta	Whole-time director	16/03/2012	-
07758751	Abhishek Kalekar	Non-Executive Director	08/03/2017	-
10447927	Maya Vishwakarma	Independent Director	14/08/2025	-
07609432	Mahesh Kumar Agarwal	independent Director	17/08/2024	-
11818621	Sakina Dharwala	Additional Independent Director	11/07/2026	-
09042779	Chandresh Kumar Gupta	Independent Director	25/01/2021	24/01/2026
01664091	Samir Kumar Biswas	Additional Independent Director	31/12/2025	11/06/2026
10499418	Shweta Bhamare	Independent Director	09/02/2024	29/05/2025
AGGPG1674C	Vishnu Kant Gupta	Chief Financial Officer	25/01/2021	\u2022
EJPLS4203M	Reena Saluja	Company Secretary & Compliance Officer	21/09/2023	*

15. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

As on March 31,2025. the Company does not have any subsidiary or joint venture. Also, our company is not a subsidiary to any other company.

The Company had an associate Company namely Shri Tulsi Phosphate Limited with the meaning of Section 2(6) of the Companies Act. 2013 ('Act') since 20'h December, 2023 as Company had acquired 2,900.000 equity shares at face value of Rs. 10/- each of Shri Tulsi Phosphate Limited holding 24.17%. Subsequently. I he Company sold 5,20,000 equity shares of Shri Tulsi Phosphate Limited on 31st December, 2025, pursuant to which the Company's shareholding was reduced to 19.51%. Consequently, Shri Tulsi Phosphate Limited ceased to be an Associate Company of the Company with effect from 31st December. 2025

Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements, are available on the website of the Company www.agrophos.com

Further, Pursuant to the provisions of Section 129 of the Companies Act, 2013, a statement containing the salient features of financial statements of the Company's associate in Form AOC-1 forms part of this report (Annexure B).

16. NUMBER OF BOARD MEETINGS Physically conducted Board Meeting:

During the Financial Year 2025-2026, Thirteen meetings of the Board of Directors of the company were held.

S.NO	DATE OF BOARD MEETING	Total No. of Directors	No. of Directors attended the Meeting
01	29/05/2025	6	5
02	05/06/2025	5	5
03	16/07/2025	5	5
04	14/08/2025	6	5
05	22/08/2025	6	6
06	06/09/2025	6	6
07	27/09/2025	6	6
08	15/10/2025	6	5
09	31/10/2025	6	6
10	14/11/2025	6	6
11	31/12/2025	7	5
12	14/02/2026	6	5
13	26/02/2026	6	5

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

As stipulated by the Code of Independent Directors under the Companies Act, 2013; a separate meeting of the Independent Directors of the Company was held on 22 n<1 August, 2025 to review the performance of Non-Independent Directors (including the Chairperson) and the entire Board. The Independent Directors also reviewed the quality, content and timeliness of the tlow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

17. COMMITTEES OF THE BOARD

The Company is having required committees of Board of Directors as per the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements), Regulations 2015, all the committees are having required composition of Executive & Non-Executive Directors as chairperson as well as members. The Board has the following statutory committees as per the requirements of the SEBI Listing Regulations and the Act:

• Audit Committee

¦ Nomination and Remuneration Committee

¦ Corporate Social Responsibility Committee

¦ Stakeholders' Relationship Committee

During the FY 2025-2026, Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committees have been re-constituted on 22'* August, 2025 as new member namely Ms. Maya Vishwakarma was appointed In the said committees. Subsequently, the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committees and Corporate Social Responsibility Committee have been again re-constituted on 26^ February, 2026.

The Complete details of the committee and its Meeting are given in corporate governance portion of this Report for FY 2025-2026.

18. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act. 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

19. CODE OF CONDUCT COMPLIANCE

The declaration signed by the Chief Financial Officer affirming compliance with the Code of Conduct by Directors and Senior Management, for the Financial Year ended March 31, 2026, is given in Report on Corporate Governance, which forms a part of this Annual Report.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188( 1) of the Companies Act 2013 for the Financial Year 2025-26 in the prescribed format, AOC- 2 as Annexure-B has been enclosed with the report. Further it was observed that all transactions with the related parties are at arm's length basis and in ordinary course of business of company. Details of the transactions were placed before audit committee for their review. An Omnibus approval from the Audit Committee was obtained for transactions which are of repetitive nature. In terms of Regulation 23(9) of the Listing Regulations, the Company submits on the date of publication of financial results, the half yearly disclosures of related party transactions.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has complied with the applicable provisions of Section 186 of the Act during the underreview. There stood an investment made by the company in the two body corporates. The complete details on loan, guarantee. Security or Investment, are given In the notes to the Financial Statements.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the requirement of Section 177 (9) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism called the Whistle Blower Policy for Directors and Employees to report concern of unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or ethicspolicy and the details of the Whistle Blower Policy has been uploaded on the Company's website llUp:// w w.w ! agropll05AX»Ln

However, during the financial year company was not recorded any case of unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy.

23. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the Financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report except the following change:

¦ The Company has signed a Business Acquisition Agreement-cum-Memorandum of Understanding (Moll) with Bharat Phosphate & Chemicals Private Ltd. for its acquisition, in one or more tranches, during FY 2025-26. Upon completion, it will become a wholly-owned subsidiary of Agio Phos (India) Limited. However, the agreement has been terminated as the Company has received confirmation from Bharat Phosphates & Chemicals Private Limited on 29th May, 2026 expressing its inability to proceed further with the proposed transaction. Accordingly, both the parties mutually agreed to withdraw/ discontinue the proposed transaction, which was taken note of and approved by the Board of Directors of the Company at its meeting held on 29 th May, 2026.

24. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION. FOREIGN EXCHANGEEARNINGS AND OUTGO

The details of Energy, Technology, Absorption. Foreign Exchange Earnings and Outgo are disclosed in 'Annexure-C' enclosed with this Report.

25. RISK MANAGEMENT POLICY:

The Company has adequate risk management process to identify and notify the Board of Directors about the risks or opportunities that could have an adverse impact on the Company's operations or to that could be exploited to maximize the gains. The processes and procedures are in place to act in a time bound manner to manage the risks or opportunities.

After conclusion of the whole year your board are in the following view

• There were no internal disputes or mismanagement was observed during Ibis whole year.

• We have not recorded any human loss during the reporting financial year and up to the date ofthis report.

26. AUDITORS, THEIR REPORT & COMMENTS BY THE MANAGEMENT Statutory Auditors

Pursuant to provisions of section 139 of the Companies Act, 2013 and rules made there under and on recommendation of the audit committee M/s. Ashok Khasgiwala & Co.. LLP Chartered accountants were reappointed as Statutory auditors of the company fora further period of Five years commencing from the year 2022-23 to 2026-27 m the Annual General Meeting held on 30th September 2022.

In respect to Audit conducted for the year under review, our Board is pleased to inform that the notes on accounts referred to and the Auditors' Report are self-explanatory and therefore do not call for any explanatory' note.

No fraud has been reported by the Auditor to the Audit Committee or the Board.

Cost Auditor

The Board of Directors, in pursuance of an order under section 148 of the Companies Act, 2013, read with Rule 14 of the Companies (Audit & Auditors) Rules. 2014, issued by the Central Government and on the

recommendation of Audit Committee, the Board of Directors of the Company in its board meeting dated 29th May, 2026 appointed M/s. Sudeep Saxena & Associates, Cost Accountants (Registration No.: 100980), as Cost Auditors to conduct audit of the cost accounts maintained by the Company in respect of Fertilizers manufactured for the financial year 2025-26.

In respect to Audit conducted for the year under review. Your Board Is pleased to inform that the Cost Auditors' Report are self-explanatory and therefore do not call for any explanatory note.

Internal Auditor

M/s. Pankaj Somaiya & Associates LLP, Chartered accountants was appointed as an Internal Auditor of the Company to conduct the internal audit of the Company for the Financial Year 2025-2026, as required under Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined. The Audit Committee of the Board of directors actively reviews the adequacy and effectiveness of the Internal Control System and suggest improvements to strengthen the same. To maintain its objectivity and independence, the Internal Auditor reports to the Chairperson of the Audit Committee of the Board. Based on the report of Internal audit function, Company undertakes corrective action in their respective areas and thereby strengthen the controls. Recommendations along with corrective actions thereon arc presented to the Audit Committee of the Board and accordingly implementation has been carried out by the Company.

Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act. 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the board of directors in its meeting held on 29«i May, 2026 and with the approval of the Shareholders, has appointed M/s NPG & Co., Practicing Company Secretaries, from the conclusion of 23 rd ACM till the conclusion of 28 th ACM of the Company, fora period of five consecutive financial years i.e., from FY 2025-26 to FY 2029-30.

The Secretarial Audit Report for the Financial Year ended on March 31, 2026 is annexed herewith marked as Annexure-D to this Report.

Annual Secretarial Compliance Report

As per Reg. 24A of SEBI(LODR). Regulations 2015 and SEBi Circular dated 08 th February 2019. all listed companies have to obtain Annual Secretarial compliance report from Company Secretary in practice, and pursuant to which your company has obtained ASCR for F.Y. 2025-2026 from Secretarial Auditor namely M/s. NPG & Co. and said report contain the same remarks or Observations as mentioned above in respect to Secretarial Audit report and board comments over the same is simultaneously mentioned there.

Reporting of fraud by auditor

During the year under review, none of the above-mentioned auditors have reported any instances of fraud committed against the company by its officers or employees, to the audit committee under section 143 (12) of Companies Act. 2013.

27. FOREIGN EXCHANGE EARNINGS AND OUTGO

A detailed report on Corporate Governance, along with certificate on corporate governance forming part of this report as required under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached separately as' Annexure-E' to this report.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:

CSR is applicable to the Company pursuant to the profitability of the company in the previous year. The Company has a Corporate Social Responsibility Policy as per the requirements of the Act and the same is available on the website of the Company. During the year, the CSR Company has made some investment in CSR Related activities in appropriate activities. Complete Detail about CSR is disclosed in 'Annexure-F' to this Report.

29. MANAGERIAL REMUNERATION:

Company has paid total managerial remuneration amounting to Rs.96 l^ikhs during the year to its Executive Directors including Managing Director and Whole Time Director. Company has paid Sitting fees to its Non- Executive Directors including independent Directors for attending meeting of Board and committee thereof.

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

No complaint on sexual harassment was received by the Company during the Financial Year under review.

31. EMPLOYEE'S REMUNERATION

The detail of the employees, who was in receipt of remuneration as specified under Rule 5 (2) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in 'Annexure-G' attached to this Report.

32. INTERNAL FINANCIAL CONTROLS

The company is having adequate internal financial controls with reference to the financial statements in terms of Section 134 (3) (q) of Companies Act, 2013 read with Rule 8 (S) (viii) of Companies (Accounts) Rules, 2014.

33. BOARD EVALUATION

Pursuant to the provisions of section 134 (3) (p) of the Companies Act. 2013 and applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and Individual Directors.

including the Chairperson of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairperson and the Non- Independent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement and effectiveness of the Board and its Committees with the Company.

34. LISTING & DEPOSITORY FEE

The Company has paid Annual Listing Fee for the financial year 2025-26 and 2026-27 to National Stock Exchange of India Ltd. according to the prescribed norms & regulations.

35. BUSINESS RESPONSIBILITY REPORT NA

36. ANNUAL RETURN

Pursuant to Section 92 (3) of the Act and Rule 12 (1) of the Companies Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company under Investor Section of company's Website Via: www.agrophos.coni

37. SECRETARIAL STANDARDS OF ICSI

The Directors confirm that the Secretarial Standards issued by the Institute of Companies Secretaries of India, as applicable to the Company, have been duly complied with.

38. DECLARATION,AFFIRMATION

¦ There are no significant and material orders passed by the regulator or courts or tribunals impactmgtho going concern status of the Company and future operations.

¦ There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code,2016

¦ The Company has not made any one-time settlement with any Bank or Financial Institution as such disclosure or reporting requirements in respect of 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 is not required.

39. BANKS AND FINANCIAL INSTITUTIONS

Your Company is prompt in paying interest and repayment of loans to the financial institutlons/banks. Banks and Financial Institutions continue their unstinted support in all aspects, and the Board had placed its appreciation for the same on record.

40. GREEN INITIATIVES

Electronic copies of the Annual report lor the year 2026 and the Notice of the 24'** Annual General Meeting are sent only to Members whose email addresses are registered with the Company/ depository participant(s). To support the 'Green Initiative', Members who have not registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronics form anti with RTA in case the shares are held by them in physical form.

41. ACKNOWLEDGMENT

Your directors' thanks the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge support of the NSE Ltd., Share Transfer Agent and also to all stakeholders of the Company viz. customers, members, dealers, vendors, bankers and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board of Directors of AGRO PROS (INDIA) LIMITED

Date: 07.09.2026
Place: Indore	RAJ KUMAR GUPTA	VISHNU KANT GUPTA
	MANAGING DIRECTOR	WHOLE-TIME DIRECTOR
	DIN:00244925	DIN:OS233476