Year End :2024-03

The Directors hereby present their Thirty Ninth (39th) Annual Report on the performance of Rama Phosphates Ltd. (the Company) together with the Audited Financial Statements for the Financial Year ('FY) ended March 31, 2024.

As a leading player in Indian fertilizer industry, we are navigating through our own transformation, reforming, sharpening, and strengthening our portfolio of solutions and focusing on bringing about positive change at scale. While there is no silver bullet for all adversities, a collaborative ecosystem of all stakeholders can help solve and accelerate the changes that are required.

During the year under review your Company made all the efforts to face the heat and overcome all external adversities shoved on it. Throughout the year the Management remained steadfast in their commitments to excellence, adaptability and sustainable growth. Despite facing numerous challenges, your Company made efforts to best of its abilities to overcome external issues by demonstrating resilience with the determination of entire team.

This year was a challenging year for the Company due to external headwinds resulting in dampening of top-line and bottom-line subsequent to drastic downward revision in subsidy rates. It is pertinent to note that there was marginal softening of raw materials prices which could not be absorbed due to steep reduction in subsidy thus squeezing fertilizer EBITDA margins drastically.

DIVIDEND

The Board of Directors of your Company expressed their inability to recommend any dividend for the year under review in view of losses and also to conserve reserves for working capital as well as ongoing capex requirements.

FINANCIAL HIGHLIGHTS

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

f In Lakhs

FINANCIAL	YEAR ENDED	YEAR ENDED
RESULTS	31/03/2024	31/03/2023
Sales & Other Income	60417.73	87548.39
Profit /(Loss) Before Financial Charges & Depreciation	(1942.41)	7281.28
Less : Financial Charges	1281.81	806.87
Profit /(Loss) Before Depreciation & Amortisation	(3224.22)	6474.41
Less : Depreciation & Amortisation	896.84	988.42
Net Profit / (Loss) Before Tax	(4121.06)	5485.99
Tax Expenses
Current Tax	-	1365.78
Deferred Tax	(1014.35)	26.77
Earlier year Taxes	-	-
Net Profit / (Loss) After Tax	(3106.71)	4093.44
Profit After Comprehensive income / (expense) Adjustments	4558.29	4077.67

OVERALL FINANCIAL PERFORMANCE

Turnover and Profitability

This year is seasonally a bit lackluster for the industry. India, as a whole, received a below normal monsoon, 94% of the long period average for the first time in 4 years resulting in lower reservoir levels. This led to lower crop sowing affecting the plantings. This has resulted in overall reduction in production of SSP fertilizers in the country by 27% to f 44.44 lac MT in April - March 2024 from f 56.44 lac MT in April - March 2023.

Your Company has achieved Turnover of f 604.18 crore during the financial year 2024 against f 875.48 crore achieved in the financial year 2023. Loss before interest, depreciation, amortization and taxation reported at f 19.42 crore against profit of f 72.81 crore in the previous year. The net loss reported is f 31.07 crore in spite of reduced losses in Oil division operation.

Trade receivable level has been increased to 100 days from 62 days due to prevailing market structure whilst inventory turnover has marginally changed from 74 days to 119 days during the year. At the same time, subsidy outstanding stands at f 69.32 crore as against f 123.34 crore in previous year.

Increase in finance cost is reported at f 12.82 crore as against f 8.07 crore in previous year due to higher utilization of funds for operational activities.

Your Company's operating segment consisting of:

• Fertilizers

• Chemicals (Acid)

• Micronutrients

• Edible oil

The overall reduction in financial results is mainly due to drastic reduction in subsidy in Rabi 2023 by 48.49% resulting in reduction of f 3332/- PMT against f 6872/- PMT. This have impacted high channel inventories in market valuation causing huge impact on overall business performance. Subsequent softening of international prices of raw material was not commensurate to subsidy reduction which impacted our operational viability. However, GOI gave respite by reintroducing freight subsidy for a shorter period during Nov 2023 to Dec 2023. In that challenging environment, Company took pragmatic views and kept manufacturing and selling activities on need base. In view of this, your Company achieved production of 3.65 lac MT against 4.08 lac MT in FY 2023. This also had great impact on non-absorption of our fixed costs.

Moreover, price volatility in raw material coupled with drastic reduction in subsidy could not be entirely passed on to the consumer due to market dynamics and thus could not off-set the higher expenses. There was also below average monsoon which caused lesser realization coupled with lowering of SSP volumes. However, w.e.f. 1st April, 2024, there is upward revision in subsidy amount by Rs.1264/-PMT.

At the same time, Sulphuric Acid production and sales has been increased as compared to previous year. In spite of quantitative improvement, due to lesser realization because of market situation, your Company could not able to generate commensurate revenue. There was slow down in downstream industries coupled with abundant quantity of Acid availability in the market, which made a great impact on financials of our chemicals (Sulphuric Acid) division also.

Micronutrients business brought in above par revenue and shown marginal increase in profits.

At Soya oil front, your Company could reduce losses to f 0.64 crore as against f 3.80 crore in previous year by improved performance.

Your Company made conscious efforts by taking austerity measures viz., cost cutting exercise, hard negotiation in raw material and engineering stores item procurement, check and control on stores inventory, improving operational efficiency etc.

During the year your Company demonstrated meticulous planning of production, import and logistics up to the last mile delivery so as to make SSP Fertilizers available to the farming community in our area of operations.

STRATEGIC INITIATIVES TO MITIGATE AND IMPROVE PERFORMANCE IN FY 2025

Our raw material procurement efficiency is one of the best that also helped us to maintain the momentum and overcome the challenging environment. Throughout the fiscal, your Company actively pursued strategic initiatives aimed at mitigating the impact of adverse market conditions and positioning itself for total growth. These initiatives include setting up of a new fertilizer plant at strategic location, automation of operations and focussing on value-added products. By taking proactive measures, your Company has been able to adapt to challenging market dynamics and lay the groundwork for sustainable long term success.

Your Company has entered into a Marketing tie-up

with the leading PSU, Hindustan Urvarak & Rasayan Ltd. (HURL) a leading Urea manufacturing Company for sale of our SSP fertilizers which boosted our marketing presence in eastern states where we had negligible presence till date.

Your Company has already obtained import and trading licence of DAP fertilizer which would be pursued in the ensuing FY 2025.

GoI has revised subsidy upward by f 1264/- PMT effective from April-24 and that Company is hopeful of improved performances in FY 2025.

The raw material costs that were shot up in between during the year has now mellowed down that will make us sail through comfortably and bring additional margins in FY 2025. The Company continues to take progressive steps by its sustainability journey.

With all above pragmatic steps, it is optimistic that your Company would reap benefits in the ensuing FY 2025.

AWARDS & ACCOLADES

Our Pune unit has been awarded with Best Manufacturing of SSP Plant - Runner Up for the year 2023 by the Apex body of the Industry, Fertilizer Association of India, New Delhi. This is the sixth award bestowed on our Company

a) SSP Fertilizer Division

We have manufacturing facilities at strategic locations in Madhya Pradesh, Rajasthan and Maharashtra. These units are catering to the major consumption area of Western region in the country in which about 60% of consumption takes place.

Your Company's fertilizer products line include the following:

- Primary : SSP Fertilizer - Powder and

Granule

- Micronutrients : CalciN, Boron, Zinc

Sulphate and Magnesium Sulphate

- Organic : RamaPDM (Potash

derived from Molasses)

- Fortified : Boronated and Zincated

Zincated Boronated -(Sampurn)

Zincated Boronated with Magnesium

Our fertilizer brands “Girnar” and “Suryaphool”

are well-entrenched in the market and command good recall amongst farmers. Our plants at Indore, Pune, Udaipur and Nimbahera are achieving optimum production.

Your Company introduced SSP fortified with Zinc, fortified with Boron and also Zincated Boronated SSP and Zincated Boronated SSP with Magnesium were introduced in the market whilst mix micronutrients MH grade is also approved in the FCO.

Your Company is currently operating in eleven States and our brands, “Girnar” & “Suryaphool” are well-entrenched in the market and most sought after by farmers. The fortified fertilizer from our stable under “Sampurn” is prize-catch for your Company and its popularity is growing.

Your Company's prime motto is to serve the farming community and our Company's tag line is “Building Trust Together” and this mantra is practiced by your Company in letter and spirit. Our best of efforts are acknowledged by the apex body, FAI, New Delhi and that your Company is the recipient of Best Performance Award for six times till now in a decade. Your Company do not settle with this laurels and continuous efforts are going on for bettering the performance in the years to come.

b) Chemicals Division

- Sulphuric Acid and Derivatives viz., Oleum, CSA

Sulphuric acid is a basic chemical and widely used in fertilizers, detergents, pharma, defence, textiles, engineering, power, paper, dyes and intermediates etc. Moreover, it is also consumed in SSP fertilizer manufacturing as one of its raw material.

- Linear Alkylbenzene Sulfonic Acid (LABSA)

Your Company is establishing product marketability and the plant would be operated on need base.

c) Power Division - Self Generation Through TG

Your Company's manufacturing units at Pune and Indore are termed as wholesome energy self-sufficient complex with overall capacity of 3.709 mW power generation. The waste heat generated (exo-thermic heat) during the process of Sulphuric Acid manufacturing

through DCDA technology s energized through Turbo Generator and that major power requirement of production activities including utilities are taken care of. This has also reduced our dependence on coal for Soya division.

Green Energy through Solar Power

Solar power plant is fully operational at Udaipur unit and generated 555401 kW units during the year. This has resulted in uninterrupted power supply to the unit and also achieved savings in energy bills.

d) Soya Division

Locational advantage - The Company's state-of-the-art manufacturing facility has been strategically located at Indore, the soyabean-rich belt of Madhya Pradesh which accounts for >70% of India's overall soyabean output. The Company draws 100% of its raw material from within a radius of 100 Kms, thus achieving saving in logistics costs.

Soya is given agro industry status by the Government and promotional activities are undertaken to increase acreage of cultivation under “Atmanirbhar Bharat” scheme.

Soya division has seed crushing capacity of 1.20 lac MT per annum along with refining of 30,000 MT per annum. For past few years your Company has been restricting to solvent extraction only.

The steam generated during Sulphuric Acid production in newly commissioned SAP-2 would be utilized in Soya division on need base when there is no power generation requirement.

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

e) Micro Nutrients

These products are specialized in nature to rejuvenate the depleting microorganisms in soil and thus enhance the yield and output of grains from the field and improve farmer's income. The increased awareness among farmers for its use is giving impetus to growth of these products; hence your Company is giving due importance by doubling its production and sale during the year. Your Company produces wide range of products under this category viz., Magnesium

Sulphate (MgSO4), Mixed Micronutrients, Sulphur Dust, Zinc Sulphate, Mono - Hydrate 33% and Zinc Sulphate Hepta-Hydrate 21%. The promotional activities for consumption of these products are bringing in desired fruits. Such products are marketed through existing fertilizer dealer set up of 1800 nos. which gives an edge to your Company. Thus, your Company would enhance more focus on non-subsidized fertilizers also.

ON-GOING PROJECT

? Greenfield Fertilizer and Acid Project at Dhule

Your Company's greenfield project at Dhule is expected to be onstream by FY 2025 in phased manner and fertilizers would be produced in the initial phase to meet demand of farming community.

AWARDS AND RECOGNITION

? FAI Best Manufacturing Award

Your Pune unit bagged Best Manufacturing award - Runner Up for 2023, which is the sixth one for the Company.

? NABL Accredited Quality Control Laboratory

NABL accreditation is obtained for all our three units at Indore, Udaipur and Nimbahera whilst Pune unit has already completed the requisite formalities for the same.

? BSE-2000 Index Rankings

As on 31st March, 2024, your Company achieved exponential growth in market cap by achieving 1794 ranking in BSE-2000 index with f 282.95 crore.

? NSE-2000 Index Rankings

Your Company's shares have been listed on the National Stock Exchange (NSE) and are actively traded on the bourse and as on 31st March, 2024, achieved ranking at 1600 with market cap of f 284.15 crore.

? ISO ACCREDITATION

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

1. Quality Management System (QMS) - ISO

9001 : 2015 for “Total Customer Satisfaction”

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

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

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

AUTOMATION IN PRODUCTION PROCESS AND SAP

Your Company is also actively implementing automation in process operations whilst set a goal to strengthen digital initiatives and maintain pace for providing better services to customers.

Moreover, your Company has upgraded SAP Business One to HANA so as to bring in integration in totality through centralized management.

NEW PRODUCTS LAUNCHED DURING THE YEAR

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

PRODUCT NAME	RAMAPDM	CALCI N	RAMABORON	SAMPURN with Mg
SEGMENT	Organic	Micronutrient	Micronutrient	Zincated Boronated SSP
TECHNICAL	Potash Derived from Molasses	Calcium Nitrate	Boron 20%	ZBGSSP with Magnesium
PACKING	50 Kg	25 Kg	1Kg, 500 gms	50 Kg

UPCOMING PRODUCTS - SOON TO BE LAUNCHED

We are looking at more of Fortification to our generic grades to be product and soil specific.

PRODUCT NAME	MICROGOLD - MH	UREAPHOS
SEGMENT	Mixed Micronutrients	Urea SSP
TEC HNICAL	Zn-Cu-Fe-Mn- B	Urea coated SSP
PACKING	10 Kg	50 Kg

PRODUCTS IN THE PIPELINE TAKING FINAL SHAPE TO PLUNGE IN THE MARKET

PRODUCT NAME	SEGMENT	TECHNICAL
RAMA BENTO - S	Micronutrient	Bentonite Sulphur
RAMA FERRO - S	Micronutrient	Ferrous Sulphate
RAMA COP PER - S	Micronutrient	Copper Sulphate
YET TO FINALISE	Biofertilizers	Under Shortlisting
YET TO FINALISE	Organic Fertilizer	City Compost

VISION FOR FUTURE

0 Consistency in Performance

Consistency in performance is a key factor for great success of any organization in unpredictable and highly competitive environment. Our ability to foresee shift in the paradigm and resolute response with agility distinct us from mediocrity. Our responses are always complemented by our integrated business model with NIL and/or Zero-Wastage

of efficiency which is possible due to wide product mix portfolio and in-house power generation.

0 ? 1000 Crore League

To achieve a place in big-league of ' 1000 cr. plus entities with consistent growth momentum.

0 Economies of Scale

With consistent performance, your Company intends to achieve economies of scale so as to capitalize on increasing demand in fertilizer products in the country.

0 Safety & Environment

Safety & Environment is given utmost importance in our daily operational activities by conducting periodic training, mock-drill etc. We also undertake sprinkling and spraying of water to control dusty atmosphere in the plant premises. Green Belt development is being given importance and is a continuing activity at all our plants.

0 De-Risking Measures

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

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

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

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

0 Best Ethical Practices

The best ethical practices are being followed in all spheres of operations to provide quality products as per the need of the farming community.

TRANSFER OF UNCLAIMED DIVIDEND AMOUNT

TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013 (“the Act”) read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), during the year, unpaid or unclaimed dividend amounting to ? 301,475.20 was transferred by the Company to the Investor Education and Protection Fund (“IEPF”), established by the Government of India.

Further, 40187 shares were transferred to the demat account of the IEPF Authority during the year in accordance with IEPF Rules, as the dividend has not been paid or claimed by the shareholders for 7 (seven) consecutive years or more.

TRANSFER OF AMOUNT TO RESERVES

The Company does not propose to transfer any amount to the general reserve for the Financial Year ended March 31, 2024.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2024 stood at ' 1,767.43 lakhs. During the year under review, there is no change in the Share Capital of the Company.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

adequate and commensurate with the size of the Company and nature of its business.

CHANGE IN NATURE OF BUSINESS

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

CORPORATE GOVERNANCE

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

EXTRACT OF ANNUAL RETURN

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board presently consists of Mr. Haresh D. Ramsinghani (DIN - 00035416) - Chairman and Managing Director, Mr. Kailasam Raghuraman (DIN

- 00320507) - Independent Director, Mr. Ashish Kumar Thakur (DIN - 00031778) - Independent Director, Mrs. Nilanjana H. Ramsinghani (DIN -01327609) - Non-Executive Women Director , Mr. Brij Lal Khanna (DIN - 00841927) - Independent Director, Mr. Ratneshwar Prasad (DIN -10625105)

- Independent Director, Mr. Pushpangadan Mangari (DIN - 01667572) - Independent Director and Mr. Kishore Sukthanker (DIN - 10611925) - NonExecutive Director.

Mr. Deonath Singh (DIN 00021741), erstwhile NonExecutive Independent Director of the Company, left for heavenly abode on March 08, 2024. Late Mr. Deonath Singh was associated with the Company since long and played a key role in all the board deliberations and sad demise of Late Mr. Deonath Singh is an irreparable loss to the Company. The Board of Directors express their deep condolences and pay tribute to the late Mr. Deonath Singh. The Board places on record profound appreciation for his valuable contribution in channelising the growth and development of the Company.

Mrs. Nilanjana H. Ramsinghani (DIN 01327609), Director of the Company retires by rotation and being eligible, offers herself for re-appointment.

The Board of Directors at their meeting held on May 30, 2024 based on the recommendations of the Nomination and Remuneration Committee, inter alia, approved the following appointments,

respectively, to the Board of Directors of the Company, subject to the approval of the Shareholders (through postal ballot process) of the Company -

(i) Appointment of Mr. Ratneshwar Prasad (DIN -10625105) as an Additional Independent Director of the Company for a period of two years with effect from May 30, 2024 to May 29, 2026.

(ii) Appointment of Mr. Pushpangadan Mangari (DIN - 01667572) as an Additional Independent Director of the Company for a period of one year with effect from May 30, 2024 to May 29, 2025.

(iii) Appointment of Mr. Kishore Sukthanker (DIN - 10611925) as an Additional Non-Executive Director of the Company.

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

DECLARATION FROM DIRECTORS

The Independent Directors have submitted the declaration of independence as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013 and SEBI Regulations and have also registered with the Independent Director's Databank maintained by the IICA.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

BOARD EVALUATION

Pursuant to the provisions of section 134 (3) of the Companies Act, 2013 and the applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Independent Directors at their meeting have evaluated the performance of Non-Independent Directors, Chairperson of the Company after considering the views of the Executive and NonExecutive Directors, Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company's Management and the Board.

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

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

NUMBER OF MEETINGS OF BOARD

During the year under review, 4 (Four) meetings of the Board of Directors were held on May 18, 2023; August 14, 2023; November 9, 2023 and February 12, 2024.

The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 2023-24 are given in the Corporate Governance Report which forms part of this Annual Report.

The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act. The necessary quorum was present for all the Board Meetings.

AUDIT COMMITTEE

In accordance with the provisions of Section 177 of the Companies Act, 2013, the rules made there under and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirement), 2015 the Audit Committee comprises of the following Directors viz., Mr. Kailasam Raghuraman (Chairman of the Committee), Mr. Haresh D. Ramsinghani, Mr. Ashish Kumar Thakur and Mr. Brij Lal Khanna. The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board. There were no instances when the recommendations of the Audit Committee were not accepted by the Board during the year under review.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178 of the Companies Act, 2013, the rules made there under and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Nomination & Remuneration Committee comprises of the following Directors viz., Mr. Kailasam Raghuraman (Chairman of the Committee), Mr. Brij Lal Khanna and Mr. Haresh D Ramsinghani. The Nomination &

Remuneration Committee framed a policy for selection and appointment, re-appointment, removal, appraisals of Directors and Senior Management.

RISK MANAGEMENT COMMITTEE

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

As per Regulation 21(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, Risk Management Committee is applicable to top 1000 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year. Hence not applicable to the Company.

STAKEHOLDERS RELATIONSHIP COMMITTEE

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

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

During the financial year ended March 31, 2024, the Company incurred CSR Expenditure of ? 147.03 lakhs. The CSR initiatives of the Company were initiated under the areas of health & hygiene, community development, education, safe drinking water, sports and vocational training and detailed requirement as per Section 135 of the Companies Act, 2013 have been set out in ‘Annexure D’ to this report.

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

The Corporate Social Responsibility Committee presently consists of the following Directors namely Mr. Brij Lal Khanna - (Chairman of the Committee), Mr. Haresh D. Ramsinghani and Mr. K. Raghuraman.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS BY COMPANY

There were no loans or guarantees or investments given/made by the Company under Section 186 of the Companies Act, 2013 during the year ended March 31, 2024.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

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

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

The Whistle Blower Policy has been uploaded on the website of the Companywww.ramaphosphates.com

STATUTORY AUDITOR

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

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

There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report for the financial year ended 31st March, 2024. Further, the report of the Statutory Auditors along with notes to schedules is a part of this Annual Report.

COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors on recommendation of Audit Committee, have appointed M/s. Arun Agrawal & Co., Cost Accountants (Firm Registration No. 001229) as the Cost Auditors of the Company to conduct the audit

of cost records of certain products for the financial year 2024-25. M/s. Arun Agrawal & Co., being eligible, have consented to act as the Cost Auditors of the Company for the financial year 2024-25.

The remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution for seeking Members' ratification for the remuneration payable to M/s. Arun Agrawal & Co. is included at Item No. 3 of the Notice convening the 39th Annual General Meeting.

INTERNAL AUDITORS

The Board of Directors of the Company have appointed M/s. MKRK & Co, Chartered Accountants, M/s. Pahadiya & Associates, Chartered Accountants, M/s. K.L. Vyas & Co., Chartered Accountants and M/s. Nayati Mundra & Co, Chartered Accountants to conduct Internal Audit for the Plant locations at Pune, Indore, Udaipur and Nimbahera unit respectively of the Company. The scope of work of Internal Auditors includes review of processes, operational efficiency and effectiveness of systems and processes and assessment of adequacy of internal controls and safeguards apart from specific operational areas as per the directions of the Audit Committee. The findings of the Internal Auditor are reviewed by the Audit Committee in each meeting and corrective measures are taken from time to time as per the directions of the Audit Committee.

SECRETARIAL AUDITOR

In terms of Section 204 of the Act and Rules made thereunder M/s. Jignesh M. Pandya & Co., Practicing Company Secretary (Membership No. ACS 7346/CP No: 7318) have been appointed as Secretarial Auditor of the Company to carry out the Secretarial Audit for financial year 2024-25. The report of the Secretarial Auditor for the financial year 2023-24 is enclosed as ‘Annexure C’ to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered with Related Parties for the year under review were on an arm's length basis and in ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Further, there are no material Related Party Transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. Accordingly, the disclosure of related party transactions as

required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for financial year 2023-24.

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

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

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

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

DEPOSITS

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

MATERIAL CHANGES AND COMMITMENTS

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

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is enclosed as ‘Annexure E’ and forms part of the report.

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

SECRETARIAL STANDARDS

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

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

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013, with respect to the Directors Responsibility Statement, the Board of Directors of the Company hereby confirms that:

a) in the preparation of the annual accounts for the financial year ended 31st March, 2024, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

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 as at 31st March, 2024 and of the profits of the Company for the financial year ended March 31, 2024;

c) the directors had taken proper and sufficient care for the maintenance of adequate

accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had 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) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors sincerely record their appreciation with gratitude for the continued support and assistance extended to the Company by the Banks and various Government Departments and Agencies and Creditors. The Directors place on record their appreciation for continued support of shareholders of the Company. The Directors also wish to place on record the appreciation to the team of executives, staff and workers, who have shown devotion and efficiency in performing their jobs.

For and on behalf of the Board of Directors

HARESH D. RAMSINGHANI CHAIRMAN & MANAGING DIRECTOR

DIN: 00035416

Place: Mumbai Date : May 30, 2024