Directors Report of Shree Pushkar Chemicals & Fertilisers Ltd.

Mar 31, 2025

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

1. Summary of Financial Results:

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

(Rs. in lakhs)

PARTICULARS	Standalone		Consolidated
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Total Revenue	52,038.30	49,479.64	81,705.11	73,690.68
Profit Before Interest, Depreciation & Tax	6,201.45	5,227.14	9,466.40	7,142.04
Depreciation for the year	1,692.82	1,616.59	2,264.52	2,161.87
Interest Cost	195.96	97.92	228.78	156.22
Profit Before Taxation	4,312.67	3,512.62	6,973.09	4,823.94
Provision for Income Tax	756.93	609.72	949.87	673.38
Provision for Deferred Tax	174.19	224.48	161.48	368.56
Tax Expenses for earlier years	-	-	-	75.79
Profit After Taxation	3,381.55	2,678.42	5,861.74	3,706.21
Add: Profit Brought Forward from Previous Year	27,978.98	25,784.89	34,292.63	31,072.39
Less: Dividend including Dividend Distribution Tax	474.39	474.39	474.39	474.39
Add: Other Comprehensive Income for theyear, net of tax	7.13	-9.95	5.30	-11.60
Balance carried to Balance Sheet	30,893.27	27,978.98	39,685.27	34,292.63

2. Operational performance:

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

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

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

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

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

	FY 2024-25		FY 2023-24		FY 2024-25	FY 2023-24
VERTICALS	Sales Qty MTA	Amt Rs. in crores	Sales Qty MTA	Amt Rs. in crores	% share in Revenue
Chemicals, Dyes and Dyes Intermediates	47,814	414.19	46,788	393.29	81%	81%
Fertilizer and Allied Products	57,583	98.55	54,826	93.66	19%	19%
Total		512.74		486.95	100%	100%

3. Changes in the Nature of the Business:

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

4. Dividend:

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

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

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

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

5. Transfer to Reserves:

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

6. Preferential issue:

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

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

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

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

7. Capital Structure:

• Authorised Share Capital:

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

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

• Issued, Subscribed and Paid-up Share Capital:

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

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

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

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

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

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

10. Acceptance of Deposit:

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

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

Name of Person	Nature of Relationship	Amount (INR in Lakhs.)
Mr. Gautam Gopikishan Makharia	Joint Managing Director	740.00

11. Matters Related to the Board of Directors:

a) Composition:

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

The details are as below: -

Name of Directors	Director Identification Number	Designation
Mr. Punit Gopikishan Makharia	01430764	Chairman & Managing Director
Mr. Gautam Gopikishan Makharia	01354843	Joint Managing Director
Mr. Ramakant Madhav Nayak	00129854	Non-Executive and Non-Independent Director
Mr. Satpal Arora	00061420	Non-Executive and Independent Director
Mr. Ishtiaq Ali	02965131	Non-Executive and Independent Director
Mrs. Barkharani Harsh Nevatia	08531880	Non-Executive and Independent Director

b) Retirement by Rotation:

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

c) Appointment and Reappointment of Directors:

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

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

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

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

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

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

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

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

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

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

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

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

d) Independent Directors:

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

1. Mr. Satpal Arora

2. Mr. Ishtiaq Ali

3. Mrs. Barkharani Harsh Nevatia

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

e) Board Meetings:

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

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

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

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

12. Directors’ Responsibility Statement:

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

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

b) They had selected such accounting policies and applied them consistently and made Judgements and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for that period;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;

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

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

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

13. Annual Return:

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

14. Related Party Transactions:

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

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

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

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

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

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

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

15. Board Evaluation:

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

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

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

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

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

16. Risk Management Policy:

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

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

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

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

17. Vigil Mechanism:

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

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

18. Subsidiary, Joint Venture and Associate Companies:

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

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

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

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

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

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

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

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

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

19. Consolidated Financial Statements:

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

20. Internal Financial Control System and their Adequacy:

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

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

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

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

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

21. Corporate Social Responsibility and Sustainability Initiatives:

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

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

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

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

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

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

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

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

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

24. Key Managerial Personnel:

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

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

• Mr. Gautam Gopikishan Makharia - Joint Managing Director;

• Mr. Deepak Beriwala - Chief Financial Officer;

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

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

25. Board Committees:

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

i. Audit Committee;

ii. Nomination and Remuneration Committee;

iii. Stakeholders'' Relationship Committee;

iv. Corporate Social Responsibility Committee; and

v. Risk Management Committee.

The brief details of above committees are given below:

a) Audit Committee:

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

i. Mr. Satpal Arora, Chairman;

ii. Mr. Punit Gopikishan Makharia, Member;

iii. Mrs. Barkharani Harsh Nevatia, Member; and

iv. Mr. Ishtiaq Ali, Member.

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

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

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

b) Nomination and Remuneration Committee:

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

i. Mr. Satpal Arora, Chairman;

ii. Mr. Ramakant Nayak, Member; and

iii. Mr. Ishtiaq Ali, Member.

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

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

c) Stakeholders Relationship Committee:

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

i. Mr. Ramakant Nayak, Chairman;

ii. Mr. Satpal Arora, Member; and

iii. Mr. Ishtiaq, Ali, Member.

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

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

d) Corporate Social Responsibility Committee:

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

i. Mr. Punit Gopikishan Makharia, Chairman;

ii. Mr. Satpal Arora, Member; and

iii. Mr. Gautam Makharia, Member.

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

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

e) Risk Management Committee:

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

i. Mr. Punit Gopikishan Makharia, Chairman;

ii. Mr. Ramakant Nayak, Member; and

iii. Mrs. Barkharani Harsh Nevatia, Member.

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

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

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

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

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

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

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

27. Policy on appointment and remuneration of Directors:

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

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

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

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

28. Auditors and Auditors’ Report:

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

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

29. Cost Records and Audit:

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

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

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

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

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

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

30. Secretarial Audit and Secretarial Compliance Report:

a) Secretarial Audit Report:

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

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

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

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

b) Appointment of Secretarial Auditor:

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

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

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

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

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

c) Secretarial Compliance Report:

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

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

31. Reporting of Frauds:

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

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

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

33. Management Discussion and Analysis Report:

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

34. Corporate Governance:

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

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

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

35. Code of Conduct:

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

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

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

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

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

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

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

37. Investor Education and Protection Fund:

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

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

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

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

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

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

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

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

38. Finance:

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

39. Continuous Listing:

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

40. Human Resource:

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

41. Business Responsibility and Sustainability Report:

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

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

42. Prevention of Sexual Harassment at Workplace:

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

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

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

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

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

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

43. Maternity Benefit Act, 1961:

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

44. Miscellaneous:

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

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

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

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

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

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

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

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

45. Acknowledgement:

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

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

For and on behalf of the Board of Directors of

Shree Pushkar Chemicals & Fertilisers Limited

Sd/-

Punit Gopikishan Makharia
Chairman & Managing Director
DIN:01430764

Date: 12^th August, 2025
Place: Mumbai

---

Mar 31, 2024

The Board of Directors of your Company take pleasure in presenting their 31^st Report as a part of the Annual Report of your Company (“the Company” or “SPCFL”), together with the Audited Financial Statements (Standalone and Consolidated) and the Auditors’ Report thereon for the financial year ended 31^st March 2024. The Consolidated performance of the Company and its subsidiaries has been referred to whenever required.

1. Summary Of Financial Results:

The Company’s financial performance, for the year ended 31^st March, 2024 as compared to the previous financial year is summarized below:

(Rupees in Lakhs)

PARTICULARS	YEAR ENDED		YEAR ENDED
	31st March, 2024		31st March, 2023
	Consolidated	Standalone	Consolidated	Standalone
Total Revenue	73,690.68	49,479.64	69,195.03	42,470.92
Profit Before Interest, Depreciation & Tax	7,142.04	5,227.14	7,630.70	4,755.61
Depreciation for the year	2,161.87	1,616.59	1,851.46	1,388.64
Interest Cost	156.22	97.92	221.31	100.45
Profit Before Taxation	4,823.94	3,512.62	5,557.94	3,266.52
Provision for Income Tax	673.38	609.72	575.00	575.00
Provision for Deferred Tax	368.56	224.48	973.29	1,001.19
Tax Expenses for earlier years	75.79	-	286.34	286.04
Profit After Taxation	3,706.21	2,678.42	3,723.31	1,404.29
Add: Profit Brought Forward from Previous Year	31,072.39	25,784.89	27,988.41	25,018.66
Less: Dividend including Dividend Distribution Tax	474.39	474.39	632.52	632.52
Add: Other Comprehensive Income for the year, net of tax	-11.60	-9.95	-6.82	-5.54
Less: Debenture Redemption Reserve	-	-	-	-
Balance carried to Balance Sheet	34,292.63	27,978.98	31,072.39	25,784.89

2. Operations of the Company and Subsidiary Companies:

Consolidated sales Rs. 684.03 Crs.

329.56

W A 396.61

¦ Chemicals, Dyes and Dyes Intermediates ¦ Fertilizer and Allied Products

During the year under review, the Consolidated Revenue from operations of your Company was Rs. 72,616.67/- lakhs, with an increase of 6.16 % over the preceding year’s revenue of Rs. 68,402.66 lakhs. The Sales contribution from Kisan Phosphates Private Limited (“KPPL”) our Wholly Owned Subsidiary, has been at Rs. 9,826.70 /- lakhs, as against Rs. 13,242.56 lakhs achieved in the preceding year. The Sales contribution from Madhya Bharat Phosphates Private Limited (“MBPPL”) our another wholly owned subsidiary was Rs. 14,256.28 /- lakhs, as against Rs. 13,254.77 lakhs achieved in the preceding year recording an improvement of 7.56 %.

The Sale of fertilisers in KPPL has been commendable recording a sale of 58,919 MT at Rs. 77.16 crores in Fertilisers. The Sale of fertilisers in MBPPL has been commendable recording a sale of 95,540 MT at Rs. 129.96 crores in Fertilisers.

As regards the standalone performance of your Company, the Revenue from operations was Rs.48,695.11 lakhs, with an increase of 15.97 % over the preceding year’s revenue of Rs.41,987.63 lakhs. The exports during the year, contributed by the Dyes and Intermediates divisions, have been at Rs. 7,685.85 lakhs and our imports have been mainly in terms of Rock Phosphate for our fertiliser Division and to a lesser extent of certain fine chemicals for our intermediates’ division, totally amounting to Rs. 8,760.71 lakhs.

The standalone vertical wise quantitative Sales for the FY 2023-24 vis-a-vis that of FY 2022-23 is as under:

	FY 2023-24		FY 2022-23		FY 2023-24	FY 2022-23
VERTICALS	Sales Qty MTA	Amt Rs. in crores	Sales Qty MTA	Amt Rs. in crores	% share in Revenue
Chemicals, Dyes and Dyes Intermediates	46,788	393.29	36,931	296.91	81%	71%
Fertilizer and Allied Products	54,826	93.66	61,762	122.97	19%	29%
Total		486.95		419.88		100%

4. Changes in the Nature of the Business:

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

5. Dividend:

Your Directors are pleased to recommend a Final dividend of Rs.1.50/- (Rupees one Rupee and Fifty paise only) per equity share having face value of Rs.10.00/- each for the financial year 2023-24. The dividend, as recommended above, if approved at the AGM by the members, would be paid within thirty days from the date of declaration of dividend to those Members/Beneficial holders whose names appear in the Register of Members as on Book Closure date fixed for the said purpose. The total outgo towards dividend on equity shares amounts to Rs. 474.39 Lakhs.

The Register of Members and Share Transfer Books of the Company will remain closed for the purpose of payment of dividend for the financial year ended 31^st March 2024 and the AGM. Book closure date has been indicated in the Notice convening AGM.

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

As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the shareholders at the applicable rates. For details, shareholders are requested to refer to this 31^st Notice of Annual General Meeting.

6. Transfer To Reserves:

The Company has not transferred any amount to the General Reserve during the financial year.

7. Preferential issue:

The members of the Company at its 30^th Annual General Meeting held on 29^th September, 2023 approved allotment of 7,11,811 warrants convertible into equal number of Equity shares at Rs. 212.65/- per warrants. The Company has received the consideration for allotment of warrants and conversion of such warrants on 22^nd July, 2024 in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

The proceeds of the preferential issue were used to enhance the capacity of Chemical business (excluding acid complex) by the way of backward and forward integration and fertilizers business (Consolidated capacity) by the way of foraying into manufacturing of complementary products to existing products and setting up of 3.8 MWDC Solar Power for captive consumption under ''Open Access Scheme'' of Maharashtra State Electricity Distribution Limited.

8. Capital Structure:

• Authorised Share Capital:

During the year under review, the Authorised Share Capital of the Company was increased from Rs.32,00,00,000.00/-(Rupees Thirty Two Crores Only) divided into 3,20,00,000.00/- (Three Crores Twenty Lakhs Only) equity shares of Rs.10/- (Rupees Ten Only) each to Rs.32,50,00,000/- (Rupees Thirty Two Crores Fifty Lakhs Only) divided into 3,25,00,000 (Three Crores Twenty Five Lakhs Only) equity shares of Rs.10/- (Rupees Ten only) each.

• Issued and Paid Up Share Capital:

The paid up, issued and subscribed capital of the Company at the beginning of the financial year was Rs. 31,62,58,800/-(Rupees Thirty one Crores Sixty Two Lakhs Fifty Eight Thousand and Eight Hundred Only) divided into 3,16,25,880 (Three Crores Sixteen Lakhs Twenty Five Thousand Eight Hundred and Eighty Only) equity shares of Rs.10/- each.

There has been no change in the paid up, issued and subscribed capital of the Company during the financial year.

After Closure of the year:

- Upon receipt of the balance 75% of the issue price of convertible warrants from Mr. Gautam Makharia, 7,11,811 Equity shares were allotted to Mr. Gautam Makharia, Joint Managing Director and Promoter of the Company (allottee) upon conversion of Warrants on 22^nd July, 2024

- The Company has applied for listing approval of such Equity shares with BSE Limited and National Stock Exchange of India.

Consequently, as on the date of this Report, the paid up, issued and subscribed capital of the Company stands increased to Rs. 32,33,76,910.00/- (Rupees Thirty Two Crores Thirty Three Lakhs Seventy Six Thousand Nine Hundred Ten Only) divided into 3,23,37,691 (Three Crores Twenty Three Lakhs Thirty Seven Thousand Six Hundred and Ninety One Only) equity shares of Rs.10.00/- each.

9. Details pertaining to Shares in Suspense Account:

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

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

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

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

During the year under review, there was no scheme approved and initiated by the Company under Section 67 of the Companies Act, 2013.

12. Acceptance Of Deposit:

During the Financial Year 2023-24, the Company has not accepted any deposits from public within the meaning of Section 73 and Section 74 of the Companies Act, 2013, therefore the disclosure pursuant to Rule 8 (5)(v) & (vi) of Companies (Accounts) Rules, 2014, is not applicable to the Company.

The Company as at 31^st March, 2024 has accepted loan from the following person who had furnished to the Company, a declaration in writing, to the effect that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others -

Name of Person	Nature of Relationship	Amount (INR in Lakhs.)
Mr. Gautam Makharia	Joint Managing Director	475.00

13. Matters Related to Board Of Directors:

a) Composition:

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

The details are as below:-

Mr. Punit Makharia	01430764	Chairman & Managing Director
Mr. Gautam Makharia	01354843	Joint Managing Director
Mr. Ramakant Nayak	00129854	Non-Executive and Non-Independent Director
Mr. Satpal Arora	00061420	Non-Executive and Independent Director
Mr. Ishtiaq Ali	02965131	Non-Executive and Independent Director
Mrs. Barkharani Harsh Nevatia	08531880	Non-Executive and Independent Director

b) Appointment/Reappointment/Retirement by Rotation:

In accordance with the provisions of Section 152 of the Companies Act 2013 and the Articles of Association of the Company, Mr. Ramakant Nayak, Non-Executive and Non-Independent Director of the Company, retires by rotation at the forthcoming 31^st Annual General Meeting and being eligible offers himself for re-appointment.

At the 30^th AGM of the Company, approval of the Members was taken for the Re-appointment of Mr. Satpal Kumar Arora as a Non-Executive and Independent Director of the Company for a second and final term of 5 (five) years. His second term commenced from 5^th November 2023 for a period of 5 (Five) years up to 4^th November, 2028.

14. Directors’ Responsibility Statement:

Pursuant to provisions of section 134(3)(c) of the Companies Act, 2013, the Directors confirm that, to the best of their knowledge and belief:

a) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

b) The Directors had selected such accounting policies and applied them consistently and made Judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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 Director had prepared the annual accounts on going concern basis;

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

15. Directors’ Disqualification:

None of the directors of the Company are disqualified as per the provision of Section 164 of the Companies Act, 2013 or Listing Regulations or any other law as may be applicable, as on 31^st March, 2024.

16. Disclosure as per the Section 134 of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014:

a) Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return in Form MGT-7 as on 31^st March, 2024 is available on the Company''s website at https://www.shreepushkar.com/mgt-7/

b) Declaration by Independent Directors:

The Board has received the declaration from all the Independent Directors as per the Section 149(7) of the Companies Act, 2013 and Listing Regulations and the Board is satisfied that all the Independent Directors meet the criteria of independence as mentioned in Section 149(6) of the Companies Act, 2013, read with the Schedules and Rules issued there under, as well as under Listing Regulations.

c) Company’s Policy on Directors appointment and Remuneration:

The Nomination and Remuneration Committee (“hereinafter referred as NRC”) has put in place the policy on Board diversity for appointment of directors, taking into consideration qualification and wide experience of the Directors in the fields of banking, finance, regulatory, administration, legal etc.

The remuneration policy of the Company has been so structured in order to match the market trends of the Chemical and Fertilisers industry. The Board in consultation with the NRC decides the remuneration policy for Directors. The Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time.

Remuneration payable to Directors is determined by the contributions made by the respective Director for the growth of the Company.

The Policy of the Company on Director''s appointment and remuneration, including criteria as to qualifications, positive attributes, independence of a Director and other matters as required under Section 178(3) of the Companies Act, 2013, is available on the website of the Company https://shreepushkar.com/policies-and-code-ofconduct/ and is annexed as Annexure “6” forming part of this Report. We affirm that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

d) Board Evaluation:

Provisions of the Companies Act, 2013 and Listing Regulations mandates that the Board shall monitor and review the Board evaluation framework. The Schedule IV of the Companies Act, 2013 states that the performance evaluation of the Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

As required under the provisions of Section 134(3)(p) of the Companies Act, 2013 and Listing Regulations, the Board has carried out annual evaluation of the performance of the Board, its Committees and of individual Directors and the manner in which such performance evaluation was carried out is as under:

The performance evaluation framework is in place and has been circulated to all the Directors to seek their response on the evaluation of the entire Board and Independent Directors. The performance of the Board and Committees was evaluated by the Board with the help of inputs received from all the Directors and the Committee members on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, exercise of responsibilities in a bona fide manner in the interest of the Company, striving to attend meetings of the Board of Directors/Committees of which he/she is a member/general meetings, participating constructively and actively in the meetings etc.

The Board is of the opinion that the Independent Directors have contributed through the process of Board and Committee meeting of which they are members in effective manner as per their expertise in their field and needs of the organization. The suggestions and contributions of the Independent Directors in the working of the Board\ Committee were satisfactory and the value addition made by such Independent Directors individually and as a team is commendable.

Also, the Company had provided facility of performance evaluation to Directors through online platform for convenience of the Board members.

e) Related Party Transaction:

The Board of Directors of the Company at its Meeting held on 11^th February, 2022 amended the “Policy on Materiality of Related Party Transaction and dealing with Related Parties” in order to align it with the SEBI (LODR) (3^rd Amendment) Regulations, 2021 and Regulation 23 of Listing Regulations. The Policy adopted by the Board on Related Party Transactions is available on the website of the Company at https://shreepushkar.com/policies-and-code-of-conduct/. This Policy deals with the review and approval of related party transactions. The Board of Directors have approved the criteria for making the omnibus approval by Audit Committee within the overall framework of the policy on related party transactions. Prior omnibus approval is obtained for Related Party Transactions which are repetitive in nature and entered in the ordinary course of business and at arm''s length basis.

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

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

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

The details of the Related Party Transactions as per Indian Accounting Standards are set out in the Financial Statements of the Company. Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in the Annexure “2” to this report.

f) Risk Management Policy:

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

We have an integrated approach to manage inherent risks in various aspect of our business. During the year, Management of the Company have evaluated the existing Risk Management of the Company to make it more focused in identifying and prioritizing the risks, role of various executives in monitoring & mitigation of risk and reporting process. Its aim is to enhance shareholders value and provide an optimum risk-reward trade off.

The Management evaluated various risks and there is no element of risk identified that may threaten the existence of the Company. The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The details of composition and terms of reference and meetings of the Risk Management Committee are provided in Corporate Governance Report forming part of this Annual Report.

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

g) Whistle Blower Policy/Vigil Mechanism:

The Board of Directors of the Company have pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed “Whistle Blower Policy” for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and posted on the website of the Company at https:// shreepushkar.com/policies-and-code-of-conduct/

h) Financial Summary/ Highlights:

The details are spread over in the Annual Report as well as the same are provided in the beginning of this Report.

i) Internal Financial Control System and their Adequacy:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations and to maintain its objectivity and independence, the Internal Audit Reports are reviewed by Audit Committee.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

j) Conservation of Energy, Technology Absorption & Foreign Exchange Earning and Outgo:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure “4” which forms part of this Report.

k) Particulars of Loans, Guarantees and Investments under Section 186 of the Companies Act, 2013:

Details of Loans granted, Guarantees given or Investments made during the year under review which are covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

17. Board Meetings, Board of Directors, Key Managerial Personnel & Committees of Directors:

a) Board of Directors:

At present, the Board of Directors consists of 6 Directors namely, Mr. Punit Makharia, Chairman and Managing Director, Mr. Gautam Makharia, Joint Managing Director, Mr. Ramakant Nayak, Non-Executive and Non-Independent Director, Mr. Satpal Arora, Mr. Ishtiaq Ali and Mrs. Barkharani Harsh Nevatia as Non-Executive and Independent Directors.

b) Board Meetings:

The Board of Directors of the Company met 7 times during the financial year. The maximum gap between two Board meetings did not exceed 120 days. The details of various Board Meetings and attendance of Directors are provided in the Corporate Governance Report forming part of this Annual Report.

c) Changes in Directors & Key Managerial Personnel:

During the year under review, there was no change in Directors and Key Managerial Personnel.

Subsequent to the year end, Mr. Nitesh Pangle (ACS 60555), Company Secretary and Compliance Officer resigned w.e.f. close of working hours on 12^th August, 2024 as a part of career planning.

Further also, the Board of Directors of the Company at their Meeting held on 9^th August, 2024 approved the appointment of Mr. Pankaj Manjani as Company Secretary & Compliance Officer with effect from 16^th August, 2024, based on the recommendation of the Nomination & Remuneration Committee.

d) Independent Directors:

The following Independent Directors are on the Board of Directors.

1. Mr. Satpal Arora

2. Mr. Ishtiaq Ali

3. Mrs. Barkharani Harsh Nevatia

The Company has received necessary declarations from each Independent Director that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations.

e) Details of remuneration to Directors:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration) Rules, 2014 are annexed to the Board Report and is given in Annexure “5”.

f) Board Committees

In compliance with the requirement of applicable laws and as a part of best governance practices, the Company has constituted following Committees of the Board.

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders'' Relationship Committee

iv. Corporate Social Responsibility Committee

v. Risk Management Committee

The further details as to number of meetings of the Committees, their dates etc. are provided in the Corporate Governance Report.

18. Audit Committee:

The composition of the Audit Committee is in conformity with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of Listing Regulations. The Audit committee comprises of:

i. Mr. Satpal Arora, Chairman

ii. Mrs. Barkharani Nevatia, Member

iii. Mr. Punit Makharia, Member

iv. Mr. Ishtiaq Ali, Member

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

There were Six meetings of the Audit Committee held during the year. The details of various Audit Committee meetings are provided in the Corporate Governance Report.

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

19. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of Directors is constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of Listing Regulations.

The Nomination and Remuneration Committee comprises of:

i. Mr. Satpal Arora, Chairman

ii. Mr. Ramakant Nayak, Member

iii. Mr. Ishtiaq Ali, Member

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The policy relating to the Appointment and Remuneration for the Directors, Key Managerial Personnel and Senior Management Personnel is disclosed as Annexure “6” and also available in the website of the Company at https://shreepushkar.com/policies-and-code-of-conduct/

The details of various Nomination and Remuneration Committee meetings are provided in the Corporate Governance Report.

20. Stakeholders’ Relationship Committee:

The Stakeholders Relationship Committee is constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 20 of Listing Regulations. The Stakeholders Relationship Committee comprises of:

i. Mr. Ramakant Nayak, Chairman

ii. Mr. Satpal Arora, Member

iii. Mr. Ishtiaq, Ali, Member

The details of various Stakeholders Relationship Committee meetings are provided in the Corporate Governance Report.

21. Corporate Social Responsibility Committee:

As per the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility (“CSR”) Committee. The composition of the CSR Committee of the Company is as under:

i. Mr. Punit Makharia, Chairman

ii. Mr. Satpal Arora, Member

iii. Mr. Gautam Makharia, Member

22. Risk Management Committee:

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

i. Mr. Punit Makharia, Chairman

ii. Mr. Ramakant Nayak, Member

iii. Mrs. Barkharani Nevatia, Member

The details of various Risk Management Committee meetings are provided in the Corporate Governance Report.

23. Corporate Governance:

At Shree Pushkar Chemicals & Fertilisers Limited, we ensure that we evolve and follow the good Corporate Governance practices. The Company adheres to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices and have implemented all stipulations prescribed. As a listed Company, we submit Quarterly Corporate Governance Report to stock exchanges confirming all compliances with necessary laws applicable to us. Pursuant to compliances of Listing Regulations, the Corporate Governance Report and the Auditors'' Certificate regarding Compliance of Conditions of Corporate Governance forms part of the Directors'' Report and is marked as Annexure “10”.

24. Code of Conduct to Regulate, Monitor and report trading by Insiders:

In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015, as amended from time to time, the Company has adopted a Code of Conduct for prevention of Insider Trading and Fair Disclosure of Unpublished Price Sensitive Information (“Insider Code”) as approved by the Board. Any Insiders (as defined in Insider Code) including designated employees & persons and their relatives are, inter-alia, prohibited from trading in the shares and securities of the Company or counsel any person during any period when the “unpublished price sensitive information” are available with them.

The Insider Code also requires pre-clearance for dealing in the Company''s shares and prohibits dealing in the Company''s shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Code of Conduct for prevention of Insider Trading and Fair Disclosure of Unpublished Price Sensitive Information is available on the website of the Company at: https://www.shreepushkar.com/policies-and-code-of-conduct/

25. Transfer to Investor Education and Protection Fund (“IEPF”):

As required under the provisions of Section 124 and 125 and other applicable provisions of Companies Act, 2013, dividends that remain unpaid/unclaimed for a period of seven years, needs to be transferred to the account administered by the Central Government viz: Investor Education and Protection Fund (“IEPF”).

During the year there were no transfers to IEPF, as there were no unclaimed dividends for a period of seven years.

Members who have not encashed Final Dividend, 2017 and all subsequent dividend(s) declared by the Company, are advised to write to the Company immediately as the tentative due date for transfer to IEPF is 11^th October, 2024.

In case valid claim is not received, the Company will proceed to transfer the corresponding shares to the IEPF Account in accordance with the prescribed procedure under the IEPF Rules.

26. Corporate Social Responsibility Initiatives:

As a part of its initiatives under “Corporate Social Responsibility” (CSR), the Company has formed a CSR Committee. The objective of the Company''s CSR initiatives is to improve the quality of life of communities through long-term value creation for all stakeholders. The Company has in place a CSR policy which provides guidelines to conduct CSR activities of the Company. The CSR policy is available on the website of the Company at www.shreepushkar.com

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

Further, the Chief Financial Officer has certified that the funds disbursed have been utilised for the purpose and in the manner approved by the Board for FY 2023-24.

The Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 (''Act'') and Rule 8 (1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time is annexed to this Report marked as Annexure “3”.

27. Social Connect:

The Company has connected socially through CSR activities.

28. Significant & Material Orders passed by the regulators or courts:

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status and the Company''s operations in future.

29. Finance:

Cash and cash equivalents as on 31^st March, 2024 was Rs.30.40/- lakhs (in earlier year it was Rs.355.03/- lakhs). The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

30. Particulars of Employees as per Section 197(12) of the Companies Act, 2013:

The information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 relating to median employee''s remuneration for the financial year under review is annexed hereto as Annexure “5” and forms part of this report. The relation between employees and management are cordial during the year.

The Disclosure as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure “5” and forms a part of this Report.

Information relating to remuneration of Directors under Section 197 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has also been given in Annexure “5” to this Report.

31. Disclosures required under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place an anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy covered all employees so they could directly make complaints to the committee, if such a situation arises. The Company affirms that during the year under review, the Company has complied with the provisions relating to Internal Complaints Committee and no complaints were received by the Committee for redressal.

32. Listing:

During the year under review, your Company has remained listed on National Stock Exchange Limited and BSE Limited. The Company has paid the listing fees and complied with listing regulations.

33. Industrial Relations:

During the year under review, your Company has cordial relationship with workers and employees at all levels. Employees are considered to be team members being one of the most critical resources in the business which maximize the effectiveness of the organization. Human resources build the enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Company''s Policies and Systems. The Company maintains healthy, cordial and harmonious relations with all personnel and thereby enhancing the contributory value of the Human Resources.

34. Report on performance of Subsidiary Companies:

As on the last day of the financial year, the Company had two subsidiaries namely, Kisan Phosphates Private Limited and Madhya Bharat Phosphate Private Limited.

A statement containing the salient features of financial statements of Subsidiary Companies of the Company is given in the prescribed Form AOC - 1 marked as Annexure “1”, which forms a part of Consolidated Financial Statements (CFS) in compliance with Section 129 (3) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014.

35. Consolidated Financial Statements:

In accordance with the provisions of Companies Act, 2013, Regulation 33 of Listing Regulations and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2023-24, together with the Auditors'' Report form part of this Annual Report.

36. Auditors and Auditors’ Report:

M/s. S. K. Patodia & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company for a period of 5 Years, in the Annual General Meeting held in September, 2022, pursuant to provisions of Section 139 of the Companies Act, 2013.

The Auditors'' Report for the financial year ended 31^st March, 2024, on the financial statements of the Company forms part of this Annual Report.

There were no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditors in respect of financial statements for the year ended 31^st March, 2024.

37. Secretarial Audit:

The Board had appointed M/s. DSM & Associates, Company Secretaries, to carry out Secretarial Audit of the Company and its Material subsidiaries i.e Kisan Phosphates Private Limited and Madhya Bharat Phosphate Private Limited under the provisions of Section 204 of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of Listing Regulations for the financial year 2023-24. The Company has complied with Secretarial Standards-1 and 2 issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings respectively.

The Secretarial Audit Report of the Company is annexed to this Report as Annexure “7”. The Secretarial Audit Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments. The Secretarial Audit Report does not contain any qualification or adverse remarks.

The Secretarial Audit Reports issued by M/s. DSM & Associates, Company Secretaries, in Form MR-3 for the financial year 2023-24 of the Company''s Material subsidiaries i.e Kisan Phosphates Private Limited and Madhya Bharat Phosphate Private Limited forms part of this Report and is annexed to this Report as Annexure “7 (a)” and “7 (b)” respectively.

The Secretarial Compliance Report for the financial year ended 31^st March, 2024, in relation to compliance of all applicable SEBI Regulations/circulars/guidelines issued there under, pursuant to requirement of Regulation 24A of Listing Regulations is set out in Annexure “8” to this report. The Secretarial Compliance Report has been voluntarily disclosed as part of Annual Report as good governance and disclosure practice.

38. Cost Records and Audit:

The Company is required to maintain cost records for certain products as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, and accordingly such accounts and records are made and maintained in the prescribed manner.

The Board of Directors of the Company have appointed M/s. Dilip Bathija, Cost Accountant, as the Cost Auditor of the Company to conduct the audit of cost records of certain products for the Financial Year 2024-25.

The remuneration proposed to be paid to the Cost Auditor, subject to ratification by the Members of the Company at the ensuing 31^st AGM, would be Rs.70,000/- (Rupees Seventy Thousand Only) plus GST as applicable and out of pocket expenses, if any.

The Company has received consent from M/s. Dilip Bathija, Cost Accountant, to act as the Cost Auditor for conducting audit of the cost records for the Financial Year 2024-25 along with a certificate confirming their independence and arm''s length relationship.

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, appropriate resolution seeking your ratification to the remuneration of the said Cost Auditor is included in the Notice convening the 31^st AGM of the Company.

39. Reporting of Frauds:

During the year under review, the Statutory Auditors, Cost Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013.

40. Disclosure under Section 43(a)(ii) of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Companies Act, 2013 read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

41. Disclosure under Section 54(1)(d) of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Companies Act, 2013 read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

42. Disclosure under Section 62(1)(b) of the Companies Act, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information is provided as per provisions of Section 62(1)(b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.

43. Management Discussion and Analysis Report:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(3) and Part B of Schedule V of Listing Regulations, is annexed hereto marked as Annexure “9” and forms part of this Report.

44. Business Responsibility and Sustainability Report:

The Business Responsibility and Sustainability Report (“BRSR”) as stipulated under Regulation 34(2)(f) of Listing Regulations describing the initiatives taken by Company from environmental, social and governance perspective, has been appended herewith as Annexure “11”.

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

45. Code of Conduct:

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

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

46. The details of application made or any proceeding pending under the Insolvency and Bankruptcy code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year:

No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the Financial Year 2023-24.

47. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof:

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

48. Disclosure of revision of financial statements and Board’s Report during the year under review under Section 131 of the Companies Act, 2013:

There was no revision of financial statements and Board''s Report of the Company during the year under review.

49. Acknowledgement:

Your Directors take this opportunity to express their gratitude to all Shareholders, Investors, clients, vendors, bankers, Regulatory and Government authorities, Stock Exchanges, business associates and other stakeholders for their cooperation, encouragement and continued support extended to the Company. Your Directors also wish to place on record their appreciation to the Associates for their continuing support and unstinting efforts in ensuring an excellent all round operational performance at all levels.

For and on behalf of the Board of Directors of Shree Pushkar Chemicals & Fertilisers Limited

Sd/-

Punit Makharia

Chairman & Managing Director DIN:01430764

Date:9^th August, 2024 Place:Mumbai

Registered Office:

301/302, Atlanta Tower,

Sonawala Lane, Goregaon (East),

Mumbai - 400 063,

Maharashtra, India.

Standalone sales Rs. 419.88 Crs QR fifi ----
		i
^^^3.29 ¦ Chemicals, Dyes and Dyes Intermediates ¦ Fertilizer and Allied Products

		EBIDTA/PAT (Rs.in Crs)
16.00% »-		79.66					90
14.00% *“		___	j4% 68.39				80
12.00%	10.30%	55.54			60.68		70 60
10.00%	50.3®**^^^		l%
8.00%	35.71	--1	37.24		8.36% 37.06		50 40
6.00%	m	28.53
4.00%		¦					20
2.00%							10
0.00%	2019-20	2020-21 2021-22	2022-23		2023-24		0
		EBIDTA PAT EBIDTA % —©— PAT%

	REVENUE/RAW MATERIAL COST (Rs. in Crs.)
800		726.17		68.00%
700	684.03
600	583.99		1	66.00%
		>----	66.25%
500			481.09	64.00%
	__^	¦^^1 263.00%	1m
400	“yAC o*i c.*1 nno/ QQ 357 8			62.00%
	346.3^^L90% 1 J...........................
300	21439 6L27%			60.00%
200
100				58.00%
0	_¦	¦	¦ ¦	56.00%
	2019-20 2020-21 2021-22 2022-23		2023-24
	Revenue Raw Material Cost Raw Material Cost %

1

Operational Performance on consolidated basis during the last 5 years:

2

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

---

Mar 31, 2023

The Board of Directors (“the Board”) take pleasure in presenting the Board''s Report as a part of the 30^th Annual Report of your Company (“the Company” or “SPCFL”), together with the Audited Financial Statements (Standalone and Consolidated) and the Auditors'' Report thereon for the financial year ended 31^st March 2023. The Consolidated performance of the Company and its subsidiaries has been referred to whenever required.

1. Summary Of Financial Results:

The Company''s financial performance, for the year ended March 31, 2023 as compared to the previous financial year is summarized below:

(Rupees in Lakhs)
	YEAR ENDED	YEAR ENDED	YEAR ENDED	YEAR ENDED
PARTICULARS	31/03/2023	31/03/2023	31/03/2022	31/03/2022
	Consolidated	Standalone	Consolidated	Standalone
Total Revenue	69,195.03	42,470.92	59,118.70	36,359.73
Profit Before Interest, Depreciation & Tax	7,630.70	4,755.61	8,685.46	5,634.14
Depreciation for the year	1,851.46	1,388.64	1,413.73	996.71
Interest Cost	221.31	100.45	196.00	101.10
Profit Before Taxation	5,557.94	3,266.52	7,075.73	4,536.33
Provision for Income Tax	575.00	575.00	1,111.69	790.00
Provision for Deferred Tax	973.29	1,001.19	409.37	124.74
Tax Expenses for earlier years	286.34	286.04	-	-
Profit After Taxation	3,723.31	1,404.29	5,554.67	3,621.59
Add: Profit Brought Forward from Previous Year	27,988.40	25,018.66	22,987.38	21,703.28
Less: Dividend Including Dividend Distribution Tax	632.52	632.52	308.36	308.36
Add: Other Comprehensive Income for the year, net of tax	(6.82)	(5.54)	0.72	2.15
Less: Debenture Redemption Reserve	-	-	246.00	-
Balance carried to Balance Sheet	31,072.39	25,784.89	27,988.40	25,018.66

2. Operations of Company and Subsidiary Companies:

During the year under review, the Consolidated Revenue from operations of your Company has been at Rs. 68,402.66 lakhs, an increase of 17.13% over the preceding year''s revenue of Rs.58,399.75 lakhs. The Sales contribution from Kisan Phosphates Private Limited (KPPL) our Wholly Owned Subsidiary, has been at Rs.13,242.56 lakhs, as against Rs.12,519.88 lakhs achieved in the preceding year recording an improvement of 5.77%. The Sales contribution from Madhya Bharat Phosphates Private Limited (MBPPL) our fully owned subsidiary has been at Rs.13,254.77 lakhs, as against Rs.10,085.85 lakhs achieved in the preceding year recording an improvement of 31.42%.

The Sale of fertilisers in KPPL has been commendable recording a sale of 66,238 MT at Rs.101.28 Crs in Fertilisers. The Sale of fertilisers in MBPPL has been commendable recording a sale of 73,480 MT at Rs. 112.66 Crs in Fertilisers.

As regards the standalone performance of your Company the Revenue from operations has been at Rs.41,987.63 lakhs, an increase of 17.30% over the preceding year''s revenue of Rs.35,794.02 lakhs. The exports during the year, contributed by the Dyes and Intermediates divisions, have been at Rs.7,576.06 lakhs, Our imports, have been mainly in terms of Rock Phosphate for our fertiliser Division and to a lesser extent of certain fine chemicals for our intermediates'' division, totally amounting to Rs.6,247.17 lakhs.

The standalone vertical wise quantitative Sales for the FY2022-23 vis-a-vis that of FY 2021-22 is as under:

	FY 2022-23		FY 2021-22		FY 2022-23	FY 2021-22
VERTICALS	Sales Qty MTA	Amt Rs. Crs.	Sales Qty MTA	Amt Rs. Crs.	% share in Revenue
Chemicals, Dyes and Dyes Intermediates	36,931	296.91	17,708	259.20	71%	72%
Fertilizer and Allied Products	61,762	122.97	66,961	98.74	29%	28%
Total		419.88		357.94	100%	100%

3. Operational Performance on consolidated basis during the last 5 years:

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

Our continued efforts on improvement in the process yields, better cost control measures, and better inventory management, helped in reducing the raw material cost from 66.96% in FY2019 to 63.00% during FY 2023. Going ahead, as the capacity utilization increases, operating leverage will play and have a positive impact on the overall profitability of the Company.

4. Changes in the Nature of the Business:

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

5. Dividend:

Your Directors are pleased to recommend a Final dividend of Rs.1.50/- (Rupees one Rupee and Fifty paise only) per equity share having face value of Rs.10.00/- each for the financial year 2022-23. The dividend, as recommended above, if approved at the AGM by the members, would be paid/ dispatched within thirty days from the date of declaration of dividend to those Members/ Beneficial holders as on Book Closure date fixed for the said purpose. The total outgo towards dividend on equity shares amounts to Rs. 474.39 Lakhs.

The Register of Members and Share Transfer Books of the Company will remain closed for the purpose of payment of dividend for the financial year ended 31^st March 2023 and the AGM. Book closure date has been indicated in the Notice convening AGM.

The dividend distribution Policy. In terms of regulations 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 (SEBI Listing Regulations”) is available on the Company''s website on https://www.shreepushkar.com/wp-content/uploads/2023/02/SPCFL-Dividend-Distribution-policv-final.pdf. The said Policy lays down various factors which are considered by the Board while recommending the dividend for the year.

As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the shareholders at the applicable rates. For details, shareholders are requested to refer to the Notice of Annual General Meeting.

6. Transfer To Reserves:

The Company has not transferred any amount to General Reserve during the financial year.

7. Preferential issue:

The members of the Company at its Extra Ordinary General Meeting held on 5th July, 2021 approved allotment of 7,89,473 warrants convertible into equal number of Equity shares at Rs.190.00/- per warrants. An amount of Rs.3,74,99,967.50/-(Rupees Three crores Seventy four lakhs Ninety Nine Thousand Nine Hundred and Sixty Seven and Fifty paise only) i.e. 25% of the total consideration was raised on 28/08/2021 at the time of Allotment of Convertible Warrants. Further, an amount of Rs.11,24,99,902.50/- (Rupees Eleven crores Twenty Four Lakhs Ninety Nine Thousand Nine Hundred and Two Rupees and Fifty paise only) 75% of the total consideration on 06/06/2022 at the time of allotment of equity shares upon conversion of warrants.

The proceeds of the preferential issue were used in the process of starting the commercial production of Unit 5 at the earliest and set up of solar plant having capacity of 5.2 MW DC under the “Open Access Working” scheme of Maharashtra State Electricity Distribution Company Limited (MSEDCL).

8. Capital Structure:• Authorised Share Capital:

The Authorised Share Capital of the Company is Rs.32,00,00,000.00/- (Rupees Thirty Two Crores Only) divided into 3,20,00,000.00/- (Three Crores Twenty Lakhs Only) equity shares of Rs.10/- (Rupees Ten Only) each. There has been no change in the Authorized Share Capital of the Company during the financial year.

• Issued and Paid Up Share Capital at the beginning of the year:

The paid up, issued and subscribed capital of the Company at the beginning of the financial year was Rs.30,83,64,070/-(Rupees Thirty Crores Eighty Three Lakhs Sixty Four Thousand Seventy Only) divided into 3,08,36,407 (Three Crores Eight Lakhs Thirty Six Thousand Four Hundred and Seven Only) equity shares of Rs.10/- each

• Allotment of Equity Shares During the year:-

During the financial year, our Company has allotted 7,89,473 (Seven Lakhs Eighty Nine Thousand Four Hundred and Seventy Three) Equity shares the Promoter of the Company (allottee) upon conversion of warrants issued on preferential basis.

• Issued and Paid Up Share Capital at the end of the year:

As a result of the above allotment the paid up, issued and subscribed capital of the Company as at the end of the financial year increased to Rs. 31,62,58,800/- (Rupees Thirty one Crores Sixty Two Lakhs Fifty Eight Thousand and Eight Hundred Only) divided into 3,16,25,880 (Three Crores Sixteen Lakhs Twenty Five Thousand Eight Hundred and Eighty Only) equity shares of Rs.10/- each.

9. Details pertaining to Shares in Suspense Account:

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

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

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

During the year under review, there was no change in the nature of the business of the Company.

11. Details in respect of any scheme of provision of money for purchase of own shares by Employees or by Trustees for the benefit of employees:

During the year under review there was no any scheme approved and initiated by the Company as required under section 67 of the Companies Act, 2013.

12. Acceptance Of Deposit:

During the financial year 2022-23, the Company has not accepted any deposits from public within the meaning of Section 73 and Section 74 of the Act, therefore the disclosure pursuant to Rule 8 (5)(v) & (vi) of Companies (Accounts) Rules, 2014, is not applicable to the Company.

13. Matters Related to Board Of Directors

a) Composition:

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

The details are as below:-

Mr. Punit Makharia	01430764	Chairman & Managing Director
Mr. Gautam Makharia	01354843	Joint Managing Director
Mr. Ramakant Nayak	00129854	Non Executive Director
Mr. Satpal Arora	00061420	Independent Director
Mr. Ishtiaq Ali	02965131	Independent Director
Mrs. Barkharani Harsh Nevatia	08531880	Independent Director

b) Appointment/ Reappointment/ Retirement by Rotation:

During the year under review, following changes took place in the Board Composition.

In accordance with the provisions of Section 152 of the Companies Act 2013 ("Act”) and the Articles of Association of the Company, Mr. Ramakant Nayak Non-executive Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

At the forthcoming AGM approval of the Members will be sought for the Re-appointment of Mr. Satpal Kumar Arora as an Independent Director of the Company for a second and final term of 5 (five) years. His second term will commence from November 05, 2023 for a period of 5 (Five) years up to November 04, 2028, subject to approval of the shareholders pursuant to Regulation 17(1C) of the Listing Regulations.

The Board recommends to the members the re-appointment of Mr. Satpal Arora as an Independent Non-Executive Director in the ensuing Annual General Meeting of the Company.

14. Directors’ Responsibility Statement:

Pursuant to provisions of section 134(3)(c) of the Companies Act, 2013, the Directors confirm that, to the best of their knowledge and belief:

a) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) The Directors had 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 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 Director had prepared the annual accounts on going concern basis; and

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

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

15. Directors’ Disqualification:

None of the directors of the Company is disqualified as per the provision of section 164 of the Companies Act, 2013 or listing regulation or any other law as may be applicable, as on March 31,2023.

16. Disclosure as per the Section 134 of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014:a) Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return in Form MGT-7 as on March 31, 2023 is available on the Company''s website at https://www.shreepushkar.com/mgt-7/

b) Declaration by Independent Directors:

The Board has received the declaration from all the Independent Directors as per the Section 149(7) of the Companies Act, 2013 and the Board is satisfied that all the Independent Directors meet the criteria of independence as mentioned in Section 149(6) of the Companies Act, 2013, read with the Schedules and Rules issued there under, as well as SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

c) Company’s Policy on Directors appointment and Remuneration:

The Nomination and Remuneration Committee (hereinafter the “NRC”) has put in a place the policy on Board diversity for appointment of directors, taking into consideration qualification and wide experience of the directors in the fields of banking, finance, regulatory, administration, legal etc.

The remuneration policy of the Company has been so structured in order to match the market trends of the Chemical and Fertilisers industry. The Board in consultation with the NRC decides the remuneration policy for Directors. The Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time.

Remuneration payable to Directors is determined by the contributions made by the respective Directors for the growth of the Company.

The Policy of the Company on Director''s appointment and remuneration, including criteria as to qualifications, positive attributes, independence of a Director and other matters as required under Section 178 sub-section 3 of the Companies Act, 2013, is available on the website of the Company https://shreepushkar.com/policies-and-code-ofconduct/ and is annexed as Annexure “6” and forms part of this Report. We affirm that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

d) Board Evaluation:

Provision of the Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. The Schedule IV of the Companies Act, 2013 states that the performance evaluation of the Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

As required under the provisions of Section 134(3) (p) and Regulation 27 of the Listing Regulations, the Board has carried out annual evaluation of the performance of the Board, its Committees and of individual Directors and the manner in which such performance evaluation was carried out is as under:

The performance evaluation framework is in place and has been circulated to all the Directors to seek their response on the evaluation of the entire Board and Independent Directors. The performance of the Board and Committees was evaluated by the Board with the help of inputs received from all the Directors and the Committee members on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, exercise of responsibilities in a bona fide manner in the interest of the Company, striving to attend meetings of the Board of Directors/ Committees of which he/she is a member/ general meetings, participating constructively and actively in the meetings etc.

The Board is overall of the opinion that the Independent Directors have contributed through the process of Board and Committee meeting of which they are members in effective manner as per as their expertise in their field and needs of the organization. The suggestions and contributions of the Independent Directors in the working of the Board\ Committee were satisfactory and the value addition made by such Independent Directors individually and as a team is commendable.

Also, the Company had provided facility of performance evaluation to Directors through online platform for convenience of the Board members.

e) Related Party Transaction:

The Board of Directors in its meeting held on February 11, 2022 have amended the “Policy on Materiality of Related Party Transaction and dealing with Related Parties” in order it to align it with the SEBI (LODR) (3rd Amendment) Regulations, 2021 and Regulation 23 of the SEBI (LODR) Regulations, 2015. The policy adopted by the Board on Material Related Party Transactions is available on the website of the Company at https://shreepushkar.com/policies-and-code-of-conduct/ . These policies deal with the review and approval of related party transactions. The Board of Directors has approved the criteria for making the omnibus approval by Audit Committee within the overall framework of the policy on related party transactions. Prior omnibus approval is obtained for related party transactions which are repetitive in nature and entered in the ordinary course of business and at arm''s length basis.

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

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

Further, transaction entered into with related parties have been disseminated in the format prescribed by stock exchanges pursuant to regulation 23 of listing regulations.

The details of the related party transactions as per Indian Accounting Standards (IND AS) are set out in the Financial Statements of the Company. Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in the Annexure “2” to this report.

f) Risk Management Policy:

The Company has formulated a Risk Management policy to identify, assess and mitigate of various risks of our business. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives and thus in pursuance of the same it has formulated a Risk Management Policy to ensure compliance with regulation 17 and 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

We have an integrated approach to managing risks inherent in various aspect of our business. During the year, Management of the Company have evaluated the existing Risk Management of the Company to make it more focused in identifying and prioritizing the risks, role of various executives in monitoring & mitigation of risk and reporting process. Its aim is to enhance shareholders value and provide an optimum risk-reward tradeoff.

The Management evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company. The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The details of composition and terms of reference and meetings of the Risk Management Committee are provided in Corporate Governance Report forming part of this Annual Report.

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

g) Whistle Blower Policy / Vigil Mechanism:

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed “Whistle Blower Policy” for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and posted on the website of the Company at https:// shreepushkar.com/policies-and-code-of-conduct/

h) Financial Summary/ Highlights:

The details are spread over in the Annual Report as well as the same are provided in the beginning of this report.

i) Internal Financial Control System and their Adequacy:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations and to maintain its objectivity and independence, the Internal Audit Reports are reviewed by Audit Committee.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

j) Conservation Of Energy, Technology Absorption & Foreign Exchange Earning And Outgo:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure “4” which forms part of this Report.

k) Particulars of Loans, Guarantees and Investments under Section 186 of the Companies Act, 2013:

Details of Loans granted, Guarantees given or Investments made during the year under review, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

17. Board Meetings, Board Of Directors, Key Managerial Personnel & Committees Of Directors:a) Board of Directors:

At present the Board of Directors is consists of 6 Directors namely, Mr. Punit Makharia as Chairman and Managing Director (hereinafter the ''CMD''), Mr. Gautam Makharia as Joint Managing Director (hereinafter the ''JMD''), Mr. Ramakant Nayak, Non-Executive Director, Mr. Satpal Kumar Arora, Mr. Ishtiaq Ali and Mrs. Barkharani Harsh Nevatia as Non-Executive Independent Directors.

b) Board Meetings:

The Board of Directors of the Company met 4 times during the financial year. The maximum gap between two Board meetings did not exceed 120 days. The details of various Board Meetings and attendance of Directors are provided in the Corporate Governance Report forming part of Annual Report.

c) Changes in Directors & Key Managerial Personnel:

During the year under review, following there is no change took place in the Board Composition and Key Managerial Personnel.

d) Re-Appointment:

In accordance with the provisions of Section 152 of the Companies Act 2013 ("Act”) and the Articles of Association of the Company, Mr. Ramakant Nayak Non-executive Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

At the forthcoming AGM approval of the Members will be sought for the Re-appointment of Mr. Satpal Kumar Arora as an Independent Director of the Company for a second and final term of 5 (five) years. His second term will commence from November 05, 2023 for a period of 5 (Five) years up to November 04, 2028, subject to approval of the shareholders pursuant to Regulation 17(1C) of the Listing Regulations.

The Board recommends to the members the re-appointment of Mr. Satpal Arora as an Independent Non-Executive Director in the ensuing Annual General Meeting of the Company.

e) Independent Directors:

The following Independent Directors are on the Board of Directors.

1. Mr. Satpal Kumar Arora

2. Mr. Ishtiaq Ali

3. Mrs. Barkharani Harsh Nevatia

The Company has received necessary declarations from each Independent Director pursuant to section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013.

f) Details of remuneration to Directors:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and other disclosures as per rule 5 of Companies (Appointment & Remuneration) Rules, 2014 are annexed to this report and is given in Annexure “5”.

g) Board Committees

In compliance with the requirement of applicable laws and as part of best governance practices, the Company has following Committees of the Board.

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders'' Relationship Committee

iv. Corporate Social Responsibility Committee

v. Risk Management Committee

The further details as to number of meetings of the Committees, their dates etc. are provided in the Corporate Governance Report.

18. Audit Committee of the Board Of Directors:

The composition of the Audit Committee is in conformity with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015. The Audit committee comprises of:

i. Mr. Satpal Arora, Chairman

ii. Mrs. Barkharani Nevatia, Member

iii. Mr. Punit Makharia, Member

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

There were four meetings of the Audit Committee held during the year. The details of various Audit Committee meetings are provided in the Corporate Governance Report.

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

19. Nomination And Remuneration Committee:

The Nomination and Remuneration Committee of Directors is constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Nomination and Remuneration Committee (hereinafter the “NRC Committee”) comprises of:

i. Mr. Satpal Arora, Chairman

ii. Mr. Ramakant Nayak, Member

iii. Mr. Ishtiaq Ali, Member

The Board has, on the recommendation of the NRC framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The policy relating to the remuneration for the Directors, Key Managerial Personnel and other employees is disclosed as Annexure “6” and also available in the website of the Company at https://shreepushkar.com/policies-and-code-of-conduct/

20. Stakeholders’ Relationship Committee:

The Stakeholders Relationship Committee is constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Stakeholders Relationship Committee comprises of:

i. Mr. Ramakant Nayak, Chairman

ii. Mr. Satpal Arora, Member

iii. Mr. Ishtiaq, Ali, Member

21. Corporate Social Responsibility Committee:

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

i. Mr. Punit Makharia, Chairman

ii. Mr. Satpal Arora, Member

iii. Mr. Gautam Makharia, Member

22. Risk Management Committee

The Risk Management Committee is constituted by the Board of Directors of the Company in accordance with the requirements Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Risk Management Committee comprises of:

i. Mr. Punit Makharia Chairman

ii. Mr. Ramakant Nayak, Member

iii. Mrs. Barkharani Nevatia, Member

23. Corporate Governance:

At Shree Pushkar Chemicals & Fertilisers Limited we ensure that we evolve and follow the good Corporate Governance practices. The Company adheres to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices and have implemented all stipulations prescribed. As a listed Company, we submit Quarterly Corporate Governance Report to stock exchanges confirming all compliances with necessary laws applicable to us. Pursuant to compliances of Listing Regulations of Securities Exchange Board of India (SEBI), the Corporate Governance Report and the Auditors'' Certificate regarding Compliance of Conditions of Corporate Governance forms part of the Directors'' Report and is marked as Annexure “10”.

24. Code of Conduct to Regulate, Monitor and report trading by Insiders:

In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015, as amended from time to time, the Company has adopted a Code of Conduct for Insider Trading and Fair Disclosure of Unpublished Price Sensitive Information (Insider Code) as approved by the Company''s Board. Any Insiders (as defined in Insider Code) including designated employees & persons and their relatives are, inter-alia, prohibited from trading in the shares and securities of the Company or counsel any person during any period when the “unpublished price sensitive information” are available with them.

The Insider Code also requires pre-clearance for dealing in the Company''s shares and prohibits dealing in Company''s shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The policy on Code of Conduct for Prevention of Insider Trading Regulations, 2015 is available on the website of the Company at: https://www.shreepushkar. com/policies-and-code-of-conduct/

25. Transfer To Investor Education And Protection Fund (“IEPF”):

As required under the provisions of Section 124 and 125 and other applicable provisions of Companies Act, 2013, dividends that remain unpaid/unclaimed for a period of seven years, needs to be transferred to the account administered by the Central Government viz: “Investor Education and Protection Fund”.

During the year there were no transfers to IEPF, as there were no unclaimed dividends period of seven years.

26. Corporate Social Responsibility Initiatives:

As part of its initiatives under “Corporate Social Responsibility” (CSR), the Company has already formed a CSR Committee. The objective of the Company''s Corporate Social Responsibility (''CSR'') initiatives is to improve the quality of life of communities through long-term value creation for all stakeholders. The Company has in place a CSR policy which provides guidelines to conduct CSR activities of the Company. The CSR policy is available on the website of the Company at www.shreepushkar.com

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

Further, the Chief Financial Officer has certified that the funds disbursed have been utilised for the purpose and in the manner approved by the Board for FY2023.

The Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 (''Act'') and Rule 8 (1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended by Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, effective January 22, 2021 (hereinafter “CSR Rules”), is annexed to this report marked as Annexure “3”.

27. Social Connect:

The Company has connected socially through CSR activities only.

28. Significant & Material Orders Passed By The Regulators or courts:

During the reporting period, there are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status and the Company''s operations in future.

29. Finance:

Cash and cash equivalents as on 31^st March, 2023 was Rs.355.03/- lakhs (in earlier year it was Rs.977.49/- lakhs). The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

30. Particulars of Employees as per section 197(12) of the Companies Act, 2013:

The information pursuant to Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 relating to median employee''s remuneration for the financial year under review is annexed hereto marked as Annexure “5” and forms part of this report. The relation between employees and management are cordial during the year.

The Disclosure as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure “5” and forms a part of this report.

Information relating to remuneration of Directors under Section 197 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been given in Annexure “5” to the Directors'' Report.

31. Disclosures Required Under Section 22 Of Sexual Harassment of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013:

The Company has in place an anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013. The policy covered all employees so they could directly make complaints to the committee, if such situation arises. The Company affirms that during the year under review, the Company has complied with the provisions relating to Internal Complaints Committee and no complaints were received by the Committee for redressal.

32. Listing:

During the year under review your Company has remained listed its Equity Shares on National Stock Exchange Limited (hereinafter the “NSE”) and BSE Limited (hereinafter the “BSE”).The Company has paid the listing fees and complied with listing regulations.

33. Industrial Relations:

During the year under review, your Company has cordial relationship with workers and employees at all levels. Employees are considered to be team members being one of the most critical resources in the business which maximize the effectiveness of the organization. Human resources build the enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Company''s Policies and Systems. The Company maintains healthy, cordial and harmonious relations with all personnel and there by enhancing the contributory value of the Human Resources.

34. Report on performance of Subsidiary Companies:

As on the last day of the financial year, the Company had two subsidiaries namely, Kisan Phosphates Private Limited and Madhya Bharat Phosphate Private Limited.

A statement containing the salient features of financial statements of Subsidiary Companies of the Company is given in the prescribed Form AOC - 1 marked as Annexure “1”, forms a part of Consolidated Financial Statements (CFS) in compliance with Section 129 (3) and other applicable provisions, if any, of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014.

35. Consolidated Financial Statements:

In accordance with the provisions of Companies Act, 2013 (hereinafter referred to as “the Act”), Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Listing Regulations”) and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2022-23, together with the Auditors'' Report form part of this Annual Report.

36. Auditors And Auditors’ Report:

M/s. S. K. Patodia & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company for period of 5 Years, in the Annual General Meeting held September 2022, pursuant to provisions of section 139 of the Companies Act, 2013

The Auditors'' Report for the financial year ended 31^st March, 2023, on the financial statements of the Company is a part of this Annual Report.

There has been are no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditors in respect of financial statements as on and for the year ended 31^st March, 2023.

Reporting of Frauds:

During the year under review, the Statutory Auditors had not reported any matter under section 143(12) of the Companies Act, 2013, therefore no details are required to be disclosed under section 134(3) of the Companies Act, 2013.

37. Secretarial Audit:

The Board had appointed M/s. DSM & Associates, Company Secretaries, to carry out Secretarial Audit of the Company and its material subsidiaries i.e Kisan Phosphates Private Limited and Madhya Bharat Phosphate Private Limited under the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the financial year 2022-23. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

The Secretarial Audit Report is annexed to this report as Annexure “7”. The Secretarial Audit Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments. The Secretarial Audit Report does not contain any qualification or adverse remarks.

The Secretarial Audit Report issued by M/s. DSM & Associates, Company Secretaries, in form MR-3 for the financial year 2022-23 of the Company and its material subsidiary i.e Kisan Phosphates Private Limited and Madhya Bharat Phosphate Private Limited forms part of this report and is annexed to this report as Annexure “7 (a)” and “7 (b)” respectively.

The Secretarial Compliance Report for the financial year ended 31^st March, 2023, in relation to compliance of all applicable SEBI Regulations/circulars/ guidelines issued there under, pursuant to requirement of Regulation 24A of Listing Regulations is set out in Annexure “8” to this report. The Secretarial Compliance Report has been voluntarily disclosed as part of Annual Report as good disclosure practice.

38. Cost Auditor:

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

The Board of Directors of the Company has appointed M/s. Dilip Bathija, Cost Accountant, as the Cost Auditor of the Company to conduct the audit of cost records of certain products for the financial year 2023-24.

The remuneration proposed to be paid to the Cost Auditor, subject to ratification by the members of the Company at the ensuing 30^th AGM, would not exceed Rs.70,000/- (Rupees Seventy Thousand Only) excluding taxes and out of pocket expenses, if any.

The Company has received consent from M/s. Dilip Bathija, Cost Accountant, to act as the Cost Auditor for conducting audit of the cost records for the financial year 2023-24 along with a certificate confirming their independence and arm''s length relationship.

Pursuant to Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, appropriate resolutions seeking your ratification to the remuneration of the said Cost Auditors are appearing in the Notice convening the 30^th AGM of the Company.

39. Disclosure under Section 43(A)(Ii) of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

40. Disclosure under Section 54(1)(D) of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

41. Disclosure Under Section 62(1)(B) of the Companies Act, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information is provided as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.

42. Management’s Discussion and Analysis Report:

The Management''s Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, is annexed hereto marked Annexure “9” and forms part of this report.

43. Business Responsibility Sustainability Reporting:

The Business Responsibility Report as stipulated under Regulation 34 of Listing Regulations describing the initiatives taken by Company from environmental, social and governance perspective, has been appended herewith as Annexure “11”.

44. Code of Conduct:

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

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

45. The details of application made or any proceeding pending under the Insolvency and Bankruptcy code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.:

No application made and no such proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2022-23.

46. Acknowledgement:

Your Directors take this opportunity to express their gratitude to all Shareholders, Investors, clients, vendors, bankers, Regulatory and Government authorities, Stock Exchanges and business associates for their cooperation, encouragement and continued support extended to the Company. Your Directors also wish to place on record their appreciation to the Associates for their continuing support and unstinting efforts in ensuring an excellent all round operational performance at all levels.

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Mar 31, 2018

The Directors have pleasure of presenting the 25^th Annual Report of your Company along with the Audited Accounts of the Company for the financial year ended 31^st March, 2018. The Management Discussion and Analysis is also included in this report.

1. SUMMARY OF FINANCIAL RESULTS:

The Company''s financial performance, for the year ended 31^st March, 2018 is summarized below:

(Rupees in Lacs)

PARTICULARS	As at 31s1 March, 2018	As at 31st March, 2018	31st March, 2017
	Consolidated	Standalone
Total Revenue	39,707.58	37,194.25	30,806.65
Profit Before Interest, Depreciation & Tax	6,287.61	5,885.35	5,394.77
Depreciation for the year	779.50	691.20	548.82
Interest Cost	285.93	228.02	253.69
Profit Before Taxation	5,222.18	4,966.13	4,592.26
Provision for Income Tax	(1,355.93)	(1,290.00)	(1,040.00)
Provision for Deferred Tax	(220.62)	(359.08)	(537.75)
MAT Credit Entitlement availed	9.73	-	-
Profit After Taxation	3,655.36	3,317.05	3,014.51
Add: Profit Brought Forward from Previous Year	10,601.12	10,601.12	7,586.61
Less: Dividend Including Dividend Distribution Tax	(545.57)	(545.57)	-
Balance carried to Balance Sheet	13,710.91	13,372.60	10,601.12

2. OPERATIONS:

During the year under review, the Consolidated Revenue from operations of your company has been at Rs. 39,707.58 lacs recording a growth of 28.9% from last year''s revenue of Rs. 30,806.65 Lacs. It may be recalled that The Takeover of M/s Kisan Phosphate Pvt. Ltd. (KPPL) making it a fully owned subsidiary has been in mid-October 2017 thus getting credit of an operational period of 5 ^ months for FY 2017-18, with a Sales contribution of Rs.2,513.33 lacs. It is expected that in the coming years the contribution would be many folds more.

As regards the standalone performance of your company the sales have been at Rs.37,194.25 lacs recording a growth of 20.7% over last year. The exports during the year have been at Rs.3,152.00 Lacs, As against Rs. 1,904.43 lacs last year an increase of over 65%, which has mainly been on account of exports of Dyes and Intermediates. Considering our current imports, in terms of Rock Phosphate and other chemicals, our gross exports are very close to our gross imports, we however still continue to be a net importer. Never the less considering the increasing trend of our Exports, the situation would soon reverse to a net Exporter.

The growth in sales during FY 2017-18 at 20.7% over last year, has mainly been on account of increase in the sale of Reactive Dyes which in value terms has clocked an increase of nearly 152% over last year. The Dye-intermediate division also experienced a steady growth in sales volumes by 9.2%, after meeting the captive consumption for manufacture of Dyes. Further, on account of improvement in the prices of intermediates during the year, the Revenue realisation from intermediates has improved by about 17.6%.

The segment wise sales across the 5 product verticals as compared to last year have been as under:

	17-18		16-17		Growth %		% share of Revenue
Division	Qty MT	Rs. Crs	Qty MT	Rs. Crs	Volume	Revenue
Dye Intermediates	6,569	200.31	6,014	170.4	9.2%	17.6%	54.23%
Dyes	3424	101.15	1,398	40.16	144.9%	151.9%	27.39%
Fertilisers	55,063	54.05	59,772	48.67	-7.9%	11.1%	14.63%
Cattle Feed	2,340	6.09	2,145	5.97	9.1%	2.0%	1.65%
Acid (Saleable)	14,221	7.74	27420	16.26	-48.2%	-52.4%	2.10%

From the aforesaid it can be observed that the Dye-Intermediates and the Dyes Divisions both have recorded a fairly good growth both in volume & revenue terms. The average price realisations have also recorded improvement in both these verticals.

With regard to the Fertiliser division, the overall sales of fertiliser during the year under reference was subdued mainly on account of erratic rains in certain parts of the state which witnessed low to scanty rains. The Sales of fertilisers of your company on a standalone basis has been at 55,063 MT which is about 40% of the installed capacity. We could however partially mitigate the same on account of increase in the prices which recorded an increase in Revenue at Rs.5,405 lacs recording an increase of 11.1% as compared to FY 2016-17.

The Sale of fertiliser in M/s KPPL for the 51/2 months period of October 2017 to March 2018 has been at Rs. 2513.33 lacs.

As regards the cattle feed division which is used only to the extent of utilising the spent acid generations from the Dye-intermediates division, though the volumes have increased by 9.2% the price realisation has been slightly lower with a result that the revenue growth rate has not been in proportion with the growth in volume.

As regards the Acid division, in view of the increase in captive consumption on account of better capacity utilisation of the Dyes and Dye-Intermediate divisions, there has been a corresponding reduction in sales volume of acid.

OPERATIONAL PERFORMANCE DURING THE LAST 5 YEARS.

Viewing the operational performance, the company has been maintaining steady progress over the years in terms of sales and profits. Over the last 5 years, the Revenue has grown at an average rate of around 18% p.a. With continues efforts on improvement in process yields, better cost control by way of better inventory management has reflected in terms of lower raw material cost which has resulted in reduction from 71.7% in FY2014 to 68.5% during FY 2018.

With better operational efficiency the EBIDTA margins have also improved from 13.9% to around 15.9% in 2018. The profit After Tax has consequentially improved three folds during the period from Rs.10.40 Crs in FY 14 to 33.16 Crsin FY18.

The improvement in the other operational parameters is as under:

The net worth of the Company grew from Rs. 63.61 Crs in FY 14 to Rs.237.11 Crs in FY 18.

The earnings per share grew from Rs. 3.51 in FY 14 to Rs.12.09 in FY 18, recording an average growth rate of 48.9% p.a.

The book value per share grew from Rs. 30.71 per share in FY14 to Rs. 78.46 per share, recording an average growth rate of 31.1% p.a. over the period.

EXPANSIONS CARRIED OUT DURING THE YEAR.

The previous expansions, funded through the IPO in respect of Dyes and Intermediates, as also the SOP Plant established in FY2016 funded through internal accruals, have already been completed in FY17 with the commissioning of the H-acid plant by the end of FY17. However due to certain improvements in the process lay out resulting in operational cost efficiency, the H-Acid plant was put into regular commercial operations by August 2017.

During FY18, based on the good market response and acceptability of our Reactive Dyes the capacity of the Dyes plant has been doubled to 6000 MTA and the additional capacity was commissioned in December 2017. Another pertinent development has been the receipt of “Bluesign” accreditation from “bluesign technologies ag” Switzerland, a well acclaimed global accreditation organisation, giving our dyes plant the status of “System Partner” which would give a fillip to our sale of Dyes not only in the domestic market but also to a great deal in the international market.

Further with the encouraging market response from both the domestic and international markets for our Fertiliser, Sulphate of Potash (SOP) we have also expanded our capacity of SOP plant by installing an additional Furnace of 10,000 MTA. This plant has been commissioned in March 2018, taking our total manufacturing capacity of SOP to 20,000 MTA. Both these expansions, involving a capital outlay of Rs.18.00 Crs have been totally funded through internal accruals.

We are thus geared up to take on the expected additional demand in the immediate future for our products.

TAKE OVER OF M/s KISAN PHOSPHATES PVT.LTD. (KPPL)

As you are aware that we have taken over an existing Fertiliser unit engaged in the manufacture of SSP in the state of Haryana with a capacity of 1,00,000 MTA, set up on a free hold plot of land admeasuring 6.708 Hectares at Village Gawar, Sub Tehsil Balsamand, District Hisar by acquiring 100% shares of the company for a total consideration of Rs.9.02 Crs, thus making it a fully owned subsidiary of SPCFL. KPPL has all the necessary licenses/ approvals for conducting its activities. In order to conserve the liquidity position of the Company, the entire consideration of Rs.9.02 Crs has been by way of swap of the shares of KPPL by those of SPCFL as per the guidelines laid down by SEBI in this behalf.

The unit can cater to agriculturally rich North India comprising of the states of Haryana, UP, Punjab, Rajasthan & Himachal Pradesh. Barring UP, currently there are no SSP units in the whole of this region excepting that of KPPL. There are 5 units in UP with a combined capacity of 0.50 Mn MTA. As such there are no manufacturing units of SSP in the whole of Punjab, Rajasthan & Himachal Pradesh. The states of Punjab & Haryana have large acreage under cultivation of sugarcane, fruits & vegetables, a potential market that can be catered to.

The bankers of KPPL was Indian Overseas Bank, who had sanctioned the Company a term loan of Rs14.00 Crs in 2013, which was fully availed for setting up of the manufacturing facility. The outstanding of the Term Loan on the date of takeover was Rs.8.33 Crs. KPPL started its manufacturing activities in October 2014 and the 1st year of operation was 2014-15.

Immediately on takeover a Reorganisation cum Expansion plan has been initiated in KPPL, wherein the entire outstanding high cost Term Loan of IOB has been repaid, and an expansion for setting up a 100 TPD Sulphuric Acid plant with a captive power plant of 0.70 MW has been taken up. The expansion is in the advanced stages of implementation and it is expected to be commissioned by December 2018. With the commissioning of the acid plant there would be a substantial savings in the Raw material input cost as also power cost. The Reorganisation cum Expansion project is estimated at Rs.22.14 Crs which is being financed by way of a term loan of Rs.7.00 Crs from Axis Bank, Zero coupon CCD of Rs.13.50 Crs and internal accruals of Rs.1.64 Crs. The term loan has already been sanctioned by Axis Bank, who have offered very competitive rates and have also taken over the Working Capital account from IOB.

3. FUTURE OUTLOOK:

The Dyes and Dye intermediate market in India is poised for a major growth in the coming years. As was indicated last year, in view of the acute pollution and environmental problems faced by quite a few large units in China resulting in closure of these units of and on, as also government withdrawing all promotional benefits and discouraging these chemical industries, the demand for these products are steadily moving away from China, which has been catering to nearly 60% of the global market, towards India. The Chinese players have also been actively trying to source their requirements from India the 2nd largest supplier.

With the consistent shift in the demand of Dyes and Dye-intermediates from China to India and other Asian countries, the Indian market has been witnessing accelerated demand more so with the Indian Products having an edge over those of China on account of various socio economic and environmental factors.

To keep pace with the aforesaid situation a further expansion is proposed to be taken up, for expanding our existing capacities in Dyes, Intermediates as also adding certain other colorant products as also Sulphur derivative products which have large market potential. In this direction we have already acquired a plot of land admeasuring 40,000 Sq. Mts in additional MIDC at Lote. We have also applied for necessary government clearances for setting up these plants.

Credit rating: The external credit rating of your company has further improved from the earlier “A (-)” on long term scale and “A3 ” on short term scale, to “A ( )” and “A1” respectively by ICRA, which has been as a result of our performance and financial discipline.

The aforesaid steps initiated for expansion would pave the way for accelerated growth in the future. We have also taken active steps to further strengthening our marketing and administrative machinery to augment our future plans.

4. RISKS & CONCERNS:

After the falling prices in the initial 3 quarters of FY2018 of the dye-intermediates market and consequently the dyes market, the 4th Quarter witnessed a steady move towards price stabilization, in the fertiliser segment the delay and erratic onset of monsoon resulting in lower off take of fertilisers during the Kharif season, for the last couple of years, and now the falling value of Rupee, the delays caused on account of stabilization of the newly introduced DBT & POS system of distribution of fertiliser subsidy, all these factors have been causing financial and operational hurdles and setbacks. We have been mitigating these factors by way of better capacity utilisation vis-a-vis improved EBIDTA and PAT margins. Never the less we will still continue with factors such as the vagaries of unpredictable Monsoons, the impact of a volatile FE market more so on account of the Global political situations, the dependence on Government policies and decisions which require long stabilization periods on their implementation, all of which ultimately impact the overall performance of the industry. These are all factors which are beyond the control of the private enterprise and would continue to be a challenge.

5. DIVIDEND:

Considering the large expansion proposed and to conserve our resources the Board of Directors have not recommended any dividend for the financial year 2017-18.

6. TRANSFER TO RESERVES:

During the year under review, no amount from Profit was transferred to General Reserve.

7. SHARE CAPITAL:

The paid up Equity Share Capital of the Company as on March 31, 2018, remained unchanged as Rs.3021.94 Lacs during the financial year. However, new shares of the Company has been allotted to promoter and promoter group on 10^th May, 2018 thus, the paid up Equity capital has increased to Rs. 3072.43 lacs divided into 30724310 equity shares of face value Rs.10/- each.

8. ACCEPTANCE OF DEPOSIT:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

9. DIRECTORS:

The Board of Directors of the Company, at present, comprises of 6 Directors, who have wide and varied experience in different disciplines of corporate functioning. The present composition of the Board includes one Managing Director, one Joint Managing Director, one Non-Executive Director and three Independent Non-Executive Directors.

The details are as below:-

Sr.No.	Name of the Director & DIN No.	Designation
1.	Mr. Punit Makharia DIN No. 01430764	Chairman & Managing Director
2.	Mr. Gautam Makharia DIN No. 01354843	Joint Managing Director
3.	Mr. Ramakant Nayak DIN No. 00129854	Independent Director
4.	Mr. Nirmal Kedia DIN No.00050769	Independent Director
5.	Mr. Dinesh Modi DIN No. 00004556	Independent Director
6.	Mrs. Ranjana Makharia DIN No. 07708602	Non - Executive Director

Mr. Punit Makharia, CMD and Mr. Gautam Makharia, JMD, are liable to retire by rotation and being eligible for re appointment, has offered themselves for re appointment. Accordingly the proposal has been included for retirement of these directors by rotation and reappointment of them, in the forthcoming annual general meeting.

During the year Mr. Nirmal Kedia who had resigned from the office of director on 4^th December, 2017, is now appointed again on 7^th August, 2018 as an Independent Director.

Mr. Nirmal Kedia, being an additional director of the Company, will hold the office upto the conclusion of forthcoming annual general meeting. Hehas already signified hiswillingness to act as Director, if appointed and has already declared that he is not disqualified to be appointed as Director of the Company, pursuant to provisions of section 164 of the Companies Act, 2013. Hence his appointment as Independent Director of the Company has been recommended at the forthcoming annual general meeting.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT:

There are no significant events recorded affecting the financial position between the end of the financial year and date of the Report.

11. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to provisions of section 134(3)(c) of the Companies Act, 2013, the Directors confirm that, to the best of their knowledge and belief:

a) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) The Directors had 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 had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The director had prepared the annual accounts on going concern basis; and

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

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

12. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

As part of its initiatives under “Corporate Social Responsibility” (CSR), the Company has formed a CSR Committee comprising of Mr. Punit Makharia, Chairman & Managing Director (Chairman), Mr. Dinesh Modi independent Director (Member) and Mr. Gautam Makharia Joint Managing Director (Member).

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

During the year Company has initiated few CSR activities in its close vicinity. Recently, the Company has established a Trust in the name of "SHREE PUSHKAR FOUNDATION" to undertaking the CSR activities such as education for under privileged, health and sanitation, promoting and upliftment of cultural values, arts, etc.

Details of the policy and implementation of the CSR activities during the year are provided under Annexure “1”.

13. DISCLOSURE AS PER THE SECTION 134 OF THE COMPANIES ACT. 2013 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES. 2014:

a) Extract of Annual Report:

The extract of Annual Report in the Form MGT-9 is annexed to this report as Annexure “2”

b) Declaration by Independent Directors:

The Board has received the declaration from all the Independent Directors as per the Section 149(7) of the Companies Act, 2013 and the Board is satisfied that all the Independent Directors meet the criteria of independence as mentioned in Section 149(6) of the Companies Act, 2013.

c) Company’s Policy on Directors appointment and Remuneration:

The Nomination Remuneration and Compensation Committee (hereinafter the “NRC Committee”) has put in a place the policy on Board diversity for appointment of directors, taking into consideration qualification and wide experience of the directors in the fields of banking, finance, regulatory, administration, legal.

The remuneration policy of the Company has been so structured in order to match the market trends of the Chemical and Fertilisers industry. The Board in consultation with the NRC Committee decides the remuneration policy for Directors. The Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time. Remuneration/ Commission payable to Directors is determined by the contributions made by the respective Directors for the growth of the Company.

The Policy of the Company on Director''s appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters as required under Section 178 sub-section 3 of the Companies Act, 2013,is available on the website of the Company. We affirm that the remuneration paid to the Directors is as per the terms laid out in the nomination and remuneration policy of the Company.

d) Board Evaluation:

As required under the provisions of Section 134(3)(p) and Regulation 27 of the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, and the manner in which such performance evaluation was carried out is as under:

The performance evaluation framework is in place and has been circulated to all the directors to seek their response on the evaluation of the entire Board and independent directors. The NRC Committee has carried out evaluation of director''s performance. The criteria of evaluation is exercise of responsibilities in a bona fide manner in the interest of the Company, striving to attend meetings of the Board of Directors/ Committees of which he/she is a member/ general meetings, participating constructively and actively in the meetings.

e) Particulars of Contracts or Arrangements with Related Parties:

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

f) Risk Management Policy:

During the year, Management of the Company evaluated the existing Risk Management Policy of the Company to make it more focused in identifying and prioritizing the risks, role of various executives in monitoring & mitigation of risk and reporting process. Its aim is to enhance shareholders value and provide an optimum risk-reward tradeoff. The Risk Management Policy has been reviewed and found adequate to the requirements of the Company and approved by the Board.

The Management evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company.

g) Whistle Blower Policy / Vigil Mechanism:

The Company has established a whistle-blower policy and also established a mechanism for directors and employees to report their concerns. The details of the same are explained in the Corporate Governance Report.

h) Financial Summary/ Highlights:

The details are spread over in the Annual Report as well as the same are provided in the beginning of this report.

i) Internal Financial Control System and their Adequacy:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit reports are reviewed by Audit Committee.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

j) Conservation Of Energy. Technology Absorption & Foreign Exchange Earning And Outgo:

Particulars, as prescribed under section 134 (3) (m) of the Companies Act, 2013, read with the Companies (Disclosure of particulars in report of Board of Directors) Rules 1988 or any other law as may be applicable are given in Annexure “3” enclosed.

k) Particulars Of Loans. Guarantees And Investments U/S 186:

During the financial year, the Company had invested Rs.902.43 Lacs by acquisition of equity shares of the CompanyKisan Phosphates Private Limited and made this Company a wholly owned subsidiary Company. The acquisition of shares was done at arm''s length basis based on valuation by independent valuer, which was related to the promoters of the Company.

14. BOARD MEETINGS. BOARD OF DIRECTORS. KEY MANAGERIAL PERSONNEL & COMMITTEES OF DIRECTORS

a) Board of Directors:

At present the Board of Directors is consists of 6 Directors namely Mr. Punit Makharia as Chairman and Managing Director (hereinafter the ''CMD''), Mr. Gautam Makharia as Joint Managing Director (hereinafter the ''JMD''), Mrs. Ranjana Makharia- Woman Director from Promoter group and Mr. Ramakant Nayak, Mr. Dinesh Modi and Mr. Nirmal Kedia as Non-Executive Independent Directors.

b) Board Meetings:

The Board of Directors of the Company met 6 times during the financial year. The details of various Board Meetings are provided in the Corporate Governance Report. The gap between two meetings of the board is not more than 120 days as prescribed in the Companies Act, 2013.

c) Changes in Directors & Key Managerial Personnel

During the Financial Year 2017-2018,Mr. Nirmal Kedia had resigned from his directorship on 4^th December, 2017 due to disqualification occurred in other Company. He has been stand free from any disqualification in the previous financial year. Then Mr. Nirmal Kedia expressed his willingness to us to be appointed as the Independent Director on the Board. Recently Company has appointed him as Independent Director w.e.f. 7^th August, 2018 in Compliance with Section 149 of the Companies Act, 2013.

d) Re-Appointment

As per Sec. 152 of the Companies Act, 2013 and Articles of Association of the Company, the executive non-independent Directors are liable to retire by rotation as per prescribed ratio given in the said provisions, at the Annual General Meeting of the Company. Accordingly Mr. Punit Makharia, CMD and Mr. Gautam Makharia, JMD are liable to retire by rotation and being eligible, have offered themselves for re-appointment.

e) Independent Directors

The following independent directors are on the Board of Directors.

1. Mr. Dinesh Modi

2. Mr. Nirmal Kedia

3. Mr. Ramakant Nayak

The Company has received necessary declarations from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013.

It is further brought to the notice of the members of the Company that the Board of Directors have appointed Mr. Nimal Kedia as an Inpendent Director in their Meeting held on 7^th August, 2018 and recommended the same to the approval of shareholders in the forthcoming Annual General Meeting of the Company. Mr. Ramakant Nayak and Mr. Dinesh Modi Independent Directors of the Company were reappointed as Independent Directors for the period of 5 years in the Board Meeting held on 11^th July, 2016 and accordingly members of the Company have confirmed their appointment in the annual general meeting held on 10^th August, 2016.

f) Details of remuneration to Directors:

The information relating to remuneration of directors as required under Section 197(12) of the Companies Act, 2013, is given in Annexure “4”.

g) Board Committees

The Company has the following Committees of the Board along with details of its compositions

Sr. No.	Name of the Committee	Members of the Committee
1.	Audit Committee	Mr. Ramakant Nayak - Chairman Mr. Dinesh Modi - Member Mr. Punit Makharia - Member
2.	Nomination and Remuneration Committee	Mr. Dinesh Modi - Chairman Mr. Ramakant Nayak - Member Mrs. Ranjana Makharia- Member
3.	Stakeholders'' Relationship Committee	Mr. Dinesh Modi - Chairman Mrs. Ranjana Makharia - Member Mr. Ramakant Nayak - Member
4.	Corporate Social Responsibility Committee	Mr. Punit Makharia - Chairman Mr. Gautam Makharia - Member Mr. Dinesh Modi - Member

The further details as to number ofmeetings of the committees, their dates etc. are provided in the Corporate Governance Report.

15. MEETING OF BOARD OF DIRECTORS:

The Board of Directors met 6 times during the financial year. The details of various Board Meetings are provided in the Corporate Governance Report. The gap between two meetings of the board is as prescribed in the Companies Act, 2013.

16. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS:

The Audit committee comprises of Mr. Ramakant Nayak (Chairman), Mr. Dinesh Modi (Member) both independent Directors and Mr. Punit Makharia (Member), CMD of the Company. There were five meetings of the Audit Committee held during the year. The details of various Audit Committee meetings are provided in the Corporate Governance Report.

During the year all the recommendations of the Audit Committee were accepted by the Board.

17. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee (hereinafter the NRC Committee) comprises of Mr. Dinesh Modi (Chairman), Mr. Ramakant Nayak (Member) and Mr. Ranjana Makharia (Member) all Non - Executive Directors of the Company. During the year 2017-18 one meeting of NRC Committee was held for appointments of Two directors on the Board of Directors of Kisan Phosphates Private Limited. The Board has, on the recommendation of the NRC framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The policy relating to the remuneration for the directors, key managerial personnel and other employees is disclosed as Annexure “5”.

18. STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises of Mr. Dinesh Modi (Chairman), Mr. Ramakant Nayak (Member) and Mr. Ranjana Makharia (Member) Non- Executive Directors of the Company. The Committee met three times during the year, details of which are reproduced in the appropriate section of Corporate Governance Report.

19. CORPORATE GOVERNANCE:

At Shree Pushkar Chemicals & Fertilisers Ltd, we ensure that we evolve and follow the good Corporate Governance practices. As a listed Company we submit the Quarterly Corporate Governance Report to stock exchange confirming all compliances with necessary laws applicable to us. Pursuant to compliances of Listing Regulations of Securities Exchange Board of India (SEBI), the Management Discussion and Analysis, the Corporate Governance Report and the Auditors’ Certificate regarding Compliance of Conditions of Corporate Governance are made part of the Directors''Report.

20. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (“IEPF”).

As required under the provisions of Section 124 and 125 and other applicable provisions of Companies Act, 2013, dividends that remain unpaid/unclaimed for a period of seven years, are to be transferred to the account administered by the Central Government viz: “Investor Education and Protection Fund”.

During the year there were no transfer to IEPF, as there were no unclaimed dividend.

21. PARTICULARS OF EMPLOYEES:

The Disclosure as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure “6” and forms a part of this report.

Information relating to remuneration of Directors under Section 197 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been given in Annexure “6” to the Director''s Report

22. SOCIAL CONNECT

The Company has connected socially through CSR activities only.

23. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS

In continuous of earlier disclosure made by the Company in this same section at last year, we would like to inform you that during the year, the Judgment on the case of Huntsman International (India) Pvt Ltd Vs. Abiss Textile Solutions Private Ltd, (a company promoted by the two promoters of the Company) Shree Pushkar Chemicals & Fertilisers Ltd, Mr. Punit Makharia, CMD, Mr. Gautam Makharia, JMD and others has been given by the Hon''ble High Court of Delhi on 21st February 2018.

The legal issues which arose for consideration are decided against the plaintiff (Huntsman International (India) Pvt Ltd). Resultantly the suit has been dismissed / the plaint returned to the plaintiff for filing in the Court of appropriate territorial jurisdiction. With the dismissal of the suit, the interim order in the suit stands vacated.

The related disclosures of this matter have been made to the stock exchanges.

24. FINANCE:

Cash and cash equivalents as at March 31, 2018 was Rs. 30.41 lacs (in earlier year it was Rs. 40.85 lacs). The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

25. DISCLOSUREAS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:

The Company hasframed policy of preventionof women''s harassment at work place and covered all employees so they could directly make complaints to the committee, if such situation arises. The total number of complaints received and resolved during the year is as follows:

a) No. of complaints received: NIL

b) No. of complaints disposed NIL

26. LISTING

During the year under review your Company has remained listed, its Equity Shares on National Stock Exchange Ltd and BSE Ltd and it will remain listed on it.The Company has paid the listing fees and complied with listing regulations.

27. INDUSTRIAL RELATIONS:

During the year under review, your Company has cordial relationship with workers and employees at all levels.

28. DIRECTORS’ DISQUALIFICATION:

None of the directors of the Company is disqualified as per the provision of section 164(2) of the Companies Act, 2013 or any other law as may be applicable, as on 31^st March 2018. But during the year Mr. Nirmal Kedia, Independent Director who had been disqualified to be appointed as Director of the Company. Mr. Nirmal Kedia stated that, he complied all the statutory requirements as to make good the non-compliance of annual filing of other company in which he held directorship in Financial year 2017-18 and he has been qualified to be appointed as Director of the Company since financial year 2017-18.

29. PARTICULARS OF EMPLOYEES:

None of the employees of the Company had drawn remuneration in excess of the limits prescribed In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 or any other law as may be applicable. The relation between employees and management are cordial during the year.

30. SUBSIDIARY COMPANIES:

During the financial year, the Company had invested Rs.902.43 Lacs by acquisition of equity shares of the Company Kisan Phosphates Private Limited and made this Company a wholly owned subsidiary Company. The Company has paid its consideration by issuing shares to Promoter and Promoter group. The share transfer / acquisition were done at arm''s length basis, in which Independent Chartered Accountant was appointed by the Company to make valuation of shares.

31. AUDITORS:

As members must be aware that M/s. S. K. Patodia & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company for a period of 5 years, in the Annual General Meeting held in August, 2016, pursuant to provisions of section 139 of the Companies Act, 2013, provided the members of the Company ratify their appointment at every annual general meeting.

Pursuant to the provisions of Section 40 of the Companies Amendment Act, 2017, which was notified on May 7, 2018, Members are not required to ratify appointment of Statutory Auditors at every AGM.

Pursuant to the provisions of Sections 139(1) and 141 of the Act, the Company has received Certificate from M/s. S.K. Patodia& Associates, Chartered Accountant, certifying that if they are appointed as Auditors; their appointment would be as per the conditions prescribed by the said Sections.

32. AUDITORS’ REPORT:

The observation made in the Auditors'' Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

33. SECRETARIAL AUDIT:

The Board had appointed M/s. DSM & Associates, Company Secretaries, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the financial year 2017-18. The Secretarial Audit Report is annexed to this report as Annexure “7”. The Secretarial Audit Report does not contain any qualification or adverse remarks.

34. COST AUDITOR:

Pursuant to provisions of section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, your Company has appointed M/s. Dilip Bathija, Practicing Cost Accountants to carry out the Audit of Cost Records for the financial year 2018-19.

35. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude to all Shareholders, Investors, clients, vendors, bankers, Regulatory and Government authorities, Stock Exchanges and business associates for their cooperation,encouragement and continued support extended to the Company. Your Directors also wish to place on record their appreciation to the Associates for their continuing support and unstinting efforts in ensuring an excellent all round operational performance at all levels.

For and on behalf of the Board of Directors of;

Shree Pushkar Chemicals & Fertilisers Limited

Sd/-

Punit Makharia

Chairman & Managing Director

DIN: 01430764

Date: 27^thAugust,2018

Place: Mumbai

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Mar 31, 2016

The Directors have pleasure of presenting before you the 23^rd Annual Report of your Company along with the Audited Accounts of the Company for the financial year ended 31^st March 2016. The Management Discussion and Analysis is also included in this report.

1. SUMMARY OF FINANCIAL RESULTS:

The Company’s financial performance, for the year ended 31^st March, 2016 is summarized below:

(Rupees in Lacs)

PARTICULARS	YEAR ENDED 31/03/2016	YEAR ENDED 31/03/2015
Total Revenue	24870.23	26652.00
Profit Before Interest, Depreciation & Tax	3389.17	3009.37
Depreciation for the year	380.16	362.47
Interest Cost	95.76	367.16
Profit Before Taxation	2913.25	2279.74
Provision for Income Tax	(622.50)	(477.84)
Provision for Deferred Tax	(161.96)	63.12
MAT Credit Entitlement availed	100.70	-
Profit After Taxation	2229.49	1865.02
Add: Profit Brought Forward from Previous Year	5750.05	3885.03
Less: Dividend Including Dividend Distribution Tax	(363.71)	0
Balance carried to Balance Sheet	7615.83	5750.05

2. OPERATIONS:

During the year under review, the Revenue from operations of your company has been at Rs.24,870.23 lacs an apparent reduction from last year’s revenue of Rs.26,652.00 Lacs. The exports during the year has been at Rs.2093.20 Lacs, considering our current imports, in terms of Rock Phosphate and Sulphur which are basic raw material for SSP & Sulphuric Acid, we still continue to be a net importer.

The reduction in sales during FY 2015-16 has been of the order of 6.69% over last year. This has mainly been on account of the Dye-intermediate division, which experienced a steady stabilization of the prices during the year. It may be recalled that some items of Dye-intermediates like H-Acid & VS have been experiencing an unprecedented volatility during the last over a year and a half. Wherein the average annual prices of these items have been fluctuating in the range of 26% to as high as 82% in most of the core items. However with the stabilization of prices the production in terms of volumes has improved by about 25%. This has resulted in better profitability as compared to that of the preceding year.

As regards the Fertilizer division, the sale of fertilizer during Kharif season in the first half of the year under reference was subdued due to delay in the monsoons, We could however partially mitigate the same during the Rabi season and the overall sale of fertilizers have been to the extent of about 55,600 MT having a capacity utilization of about 48% contributing Rs.48.46 Crs to the overall revenue.

A good news is that the Company having struggled for the past about 2 years has been successful in receiving license from the Govt. of Maharashtra, for manufacture of mixed NPK fertilizers, an item extensively used across cash crops throughout the country. Accordingly a capacity of 20,000 MTA has been established for this product, in the Soil Conditioner granulation plant, without any significant capital cost, as there was sufficient idle capacity in this department. The manufacture of this item commenced in January 2016.

The Capacity utilization in the Cattle feed division which is used only to the extent of utilizing the spent acid generations from the Dye-intermediates division, has recorded, an increase of 13% in volumetric terms.

As regards the Acid division, in view of the increase in captive consumption on account of better capacity utilization of the Dye-Intermediate division, there has been a corresponding reduction in sales volume (saleable acid), never the less on account of improved pricing and sale of a special quality of Sulphuric acid required by a few customers, which commands a premium price, the sales realization in this division has recorded an increase by about 58%.

The segmental sales across the 4 product verticals as compared to last year have been as under:

	15-16		14-15		Growth %		% share of Revenue
Division	Qty MT	Rs. Crs	Qty MT	Rs. Crs	Volume	Revenue
Dye Int.	4,944	170.40	3,957	201.24	25%	-15%	70.6%
Cattle Feed	2203	5.97	1949	5.34	13%	12%	2.5%
Fertilizers	55606	48.67	49317	48.19	13%	1%	20.2%
Acids (Saleable)	16137	16.26	19124	10.32	-16%	58%	6.7%

Viewing the operational performance of the company which made a modest beginning of manufacturing activities in the year 2001 with a single plant for manufacturing Gamma Acid, has been expanding both by way of Backward and forward integration and currently has 7 dye-intermediate plants, A plant for manufacture of Sulphuric and its derivative Acids - like Oleums & Chloro sulphonic Acid (CSA) with a captive power plant based on waste heat generated in the manufacture of Acids, A plant for manufacture of Di-Calcium Phosphate-DCP (A cattle feed supplement) based on spent acid generated in the manufacture of Die-intermediates, as also fertilizers like SSP manufacture based on 70 % acid generated in the manufacture of CSA, and “Dharti Ratna” our branded Soil Conditioner based on Gypsum generated in the manufacture of DCF! This unique model of the company of utilizing the waste generated into value added by products has helped the company to tackle the pollution problem so critical in our type of industry, and has won for itself the distinction of “Zero Waste” company. The company has successfully maintained steady progress over the years in terms of sales and profits. During the last 5 years the company’s revenue receipts has been growing at an average rate of 13.5%

With our continues efforts on improvement in process yields, better cost control by conservation on other fronts including better inventory management has reflected in terms of lower raw material cost from 76% in FY2012 to around 70% during the year under reference. The Earning per share has also improved from Rs.2.60 to Rs.9.10 during 2012 to 2015. The EPS for FY2016 has been at Rs7.40 on the expanded capital.

The Operating profit as also the Profit after taxes have grown at the rate of 12.3% and 62.4% respectively during the corresponding period.

This reflects in terms of rise in the net worth of the Company which grew from Rs.23.13 Crs as at FY 2012 to Rs. 163.13 Crs as on 31.03.2016, registering a compounded annual growth rate of 27.8%, The said figure is partially influenced on account of the share premium account, nevertheless the growth in the intrinsic value during the last 5 years has been commendable.

The book value of the shares as on 31.03.2016 has been at Rs.53.98 per share, this as you will appreciate is without the benefits of the additional capital raised through the IPO, which will start being visible from the current year once the proceeds of the expansion starts flowing in.

5. RISKS & CONCERNS:

After fall in the price volatility of the dye-intermediates market bringing about price stabilization, delay in the onset of monsoon resulting in lower off take of fertilizers during the first half of the year, we had a satisfactory performance last year by way of better capacity utilization vis-a-vis improved EBIDTA and PAT margins. Never the less we will still continue with factors such as the vagaries of unpredictable Monsoons, the impact of a volatile FE market more so on account of the Brexit Referendum, the dependence on Government policies and decisions all of which ultimately impact the overall performance of the industry. These are all factors which are beyond the control of the private enterprise and would continue to be a challenge.

6. DIVIDEND:

During the year Company has announced the Interim dividend @ 10% i.e. Rs.1/- per equity share on 30,219,435 Equity shares of Rs.10/- each of the Company on 15^th March, 2016. This is treated as the Final dividend for the financial year 20152016.

7. TRANSFER TO RESERVES:

During the year under review you company has transferred a sum of Rs.5231.52 lacs to the Securities Premium Account which was received as premium on shares which were issued in IPO during the year During the year under review, no amount from Profit was transferred to General Reserve.

8. SHARE CAPITAL:

The paid up Equity Share Capital of the Company as on March 31, 2016 stood up Rs.3021.94 Lacs. As members must be aware that during the financial year the Company had allotted 769,235 Equity Shares on a private placement basis, before coming out with an Initial Public Offer.

The Company also came out with its Initial Public Offer of equity shares during the year, whereby 8,742,611 Equity Shares were allotted through Initial Public Offer and 20,26,589 Equity Shares as Offer for sale which were offer by investor members of the Company.

9. ACCEPTANCE OF DEPOSIT:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

10. DIRECTORS:

The Board of Directors of the Company, at present, comprises in all 6 Directors, who have wide and varied experience in different disciplines of corporate functioning. The present composition of the Board includes one Managing Director, one Joint Managing Director, one Nominee Director and three Independent Non Executive Directors.

The details are as below:-

Sr. No.	Name of the Director & DIN No.	Designation
1.	Mr. Punit Makharia DIN No. 01430764	Chairman & Managing Director
2.	Mr. Gautam Makharia DIN No. 01354843	Joint Managing Director
3.	Mr. Ramakant Nayak DIN No. 00129854	Independent Director
4.	Mr. Nirmal Kedia DIN No. 00050769	Independent Director
5.	Mr. Dinesh Modi DIN No. 00004556	Independent Director
6.	Mrs. Poonam Garg	Nominee Director
	DIN No. 00049894	(Nominated by IVCF)

Directors Mr. Punit Makharia & Mr. Gautam Makharia retire by rotation and, being eligible, offer themselves for re appointment. The Directors recommend Mr. Punit Makharia & Mr. Gautam Makharia for re-appointment.

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.

None of the Directors resigned during the financial year 2015 - 2016.

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT:

There are no significant events affecting the financial position between the end of the financial year and date of the Report, except the following:

a) Appointment of M/s. S. K. Patodia & Associates., Chartered Accountants as a Statutory Auditors of the Company to fill up the casual vacancy caused by Resignation of M/s. Jajodia & Company., Chartered Accountants, existing Auditors:

b) Resignation of CS Kishan Bhargav as a Company Secretary and Compliance Officer of the Company and appointment of CS Satish Chavan as a Company Secretary and Compliance Officer.

12. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to provisions of section 134(3)(c) of the Companies Act, 2013, the Directors confirm that, to the best of their knowledge and belief:

a) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) The Directors had 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 had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The director had prepared the annual accounts on going concern basis; and

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

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

13. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

As part of its initiatives under “Corporate Social Responsibility” (CSR), the company has formed a CSR Committee comprising of Mr. Punit Makharia Managing Director (Chairman), Mr. Dinesh Modi independent Director (Member) and Mr. Gautam

Makharia Joint Managing Director (Member).

The Company is undertaking its CSR activities under several ways and has spent amount of Fertilizers Rs.19.04 lacs during the year. Since, the Company is in initial phase of CSR activities and yet to decide many ways to promote and contribute in education, health, culture etc which are applicable under the Companies Act, 2013 and its rules made there under Details of the policy and implementation of the CSR activities during the year are provided under Annexure “1”.

14. DISCLOSURE AS PER THE SECTION 134 OF THE COMPANIES ACT, 2013 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014:

a) Extract of Annual Report:

The extract of Annual Report in the Form MGT-9 is annexed to this report as Annexure “2”

b) Declaration by Independent Directors:

The Board has received the declaration from all the Independent Directors as per the Section 149(7) of the Companies Act, 2013 and the Board is satisfied that all the Independent Directors meet the criteria of independence as mentioned in Section 149(6) of the Companies Act, 2013.

c) Company''s Policy on Directors appointment and Remuneration:

The Nomination Remuneration and Compensation Committee has put in a place the policy on board diversity for appointment of directors taking into consideration qualification and wide experience of the directors in the fields of banking, finance, regulatory, administration, legal, commercial vehicle segment apart from compliance of legal requirements of the Company.

The remuneration policy of the Company has been so structured in order to match the market trends of the Chemical and Fertilizers industry. The Board in consultation with the Nomination and Remuneration & Compensation Committee decides the remuneration policy for Directors. The Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time. Remuneration/ Commission payable to Directors is determined by the contributions made by the respective Directors for the growth of the Company.

The Policy of the Company on Director’s appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters as required under Section 178 sub-section 3 of the Companies Act, 2013 is available. We affirm that the remuneration paid to the Directors is as per the terms laid out in the nomination and remuneration policy of the Company.

d) Board Evaluation:

As required under the provisions of Section 134(3)(p) and Regulation 27 of the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, and the manner in which such performance evaluation was carried out is as under:

The performance evaluation framework is in place and has been circulated to all the directors to seek their response on the evaluation of the entire Board and independent directors. The Nomination and Remuneration Committee has carried out evaluation of director’s performance. The criteria of evaluation is exercise of responsibilities in a bona fide manner in the interest of the Company, striving to attend meetings of the Board of Directors/ Committees of which he/ she is a member/ general meetings, participating constructively and actively in the meetings of the Board /committees of the Board etc.

e) Particulars of Contracts or Arrangements with Related Parties:

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

f) Risk Management Policy:

During the year, Management of the Company evaluated the existing Risk Management Policy of the Company to make it more focused in identifying and prioritizing the risks, role of various executives in monitoring & mitigation of risk and reporting process. Its aim is to enhance shareholders value and provide an optimum risk-reward tradeoff. The Risk Management Policy has been reviewed and found adequate to the requirements of the Company, and approved by the Board.

The Management evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company.

g) Whistle Blower Policy / Vigil Mechanism:

The Company has established a whistle-blower policy and also established a mechanism for directors and employees to report their concerns. The details of the same are explained in the Corporate Governance Report.

h) Financial Summary/ Highlights:

The details are spread over in the Annual Report as well as are provided in the beginning of this report.

i) Internal Financial Control System and their Adequacy:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit reports are reviewed by Audit Committee.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

j) Conservation Of Energy, Technology Absorption & Foreign Exchange Earning And Outgo:

Particulars, as prescribed under section 134 (3) (m) of the Companies Act, 2013, read with the Companies (Disclosure of particulars in report of Board of Directors) Rules 1988 or any other law as may be applicable are given in Annexure “3” enclosed.

k) Particulars Of Loans, Guarantees And Investments U/S 186:

There are no instances of loans, guarantees or investments under section 186 of the Companies Act, 2013. The details of the investments made by company are given in the notes to the financial statements.

15. BOARD MEETINGS, BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL & COMMITTEES OF DIRECTORS

a) Board of Directors:

As members must be aware that at present the Board of Directors is consists of 6 Directors namely Mr. Punit Makharia as Chairman and Managing Director, Mr. Gautam Makharia as Joint Managing Director, both from Promoter group, Mr. Ramakant Nayak, Mr. Dinesh Modi and Mr. Nitin Kedia as Non Executive Independent and Ms. Poonam Garg - Woman Director who was initially appointed as a Nominee Director.

b) Board Meetings:

The Board of Directors of the Company met 9 times during the year 2015- 2016. The details of various Board Meetings are provided in the Corporate Governance Report. The gap intervening between two meetings of the board is as prescribed in the Companies Act, 2013.

c) Changes in Directors & Key Managerial Personnel

There have been no changes in the Directors and Key Managerial Personnel during the Financial Year 2015-2016 except that CS Kishan Bhargav, Company Secretary and Compliance Officer, has expressed his inability to continue as Company Secretary of the Company and has tendered his resignation with effect from 1^st June, 2016.

Accordingly Board of Directors has shortlisted CS Satish Chavan and has appointed him as a Company Secretary and Compliance Officer of the Company vide Board Resolution dated 11^th July, 2016.

d) Re-Appointment

As per Sec. 152 of the Companies Act, 2013 and Articles of Association of the Company the Executive non-independent Directors are liable to be retire by rotation as per prescribed ratio given in the said provision at the Annual General Meeting of the Company. Accordingly Mr. Punit Makharia, Chairman and Managing Director, Mr. Gautam Makharia, Joint Managing Director are liable to retire by rotation and being eligible offer themselves for reappointment.

e) Independent Directors

The following independent directors are on the Board of Directors.

1. Mr. Dinesh Modi

2. Mr. Nirmal Kedia

3. Mr. Ramakant Nayak

The Company has received necessary declarations from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013.

It is further brought to the notice of the members of the Company that Mr. Ramakant Nayak, Mr. Dinesh Modi and Mr.

Nirmal Kedia, Independent Directors of the Company were appointed as Independent Directors of the Company for initial period of 2 years with effect from 28^th July, 2014. Hence their term of appointment was about to expiry on 27^th July, 2016. Accordingly the Board of Directors in their meeting held on 11^th July, 2016 have re appointed the Independent Directors and accordingly recommended their appointment to the members in the forthcoming annual general meeting.

f) Details of remuneration to Directors:

The information relating to remuneration of directors as required under Section 197(12) of the Companies Act, 2013, is given in Annexure “4”.

g) Board Committees

The Company has the following Committees of the Board along with details of its compositions

Sr. No.	Name of the Committee	Members of the Committee
1.	Audit Committee	Mr. Ramakant Nayak - Chairman Mr. Dinesh Modi - Member Mr. Punit Makharia - Member
2.	Nomination and Remuneration Committee	Mr. Nirmal Kedia- Chairman Mr Ramakant Nayak - Member Mr. Dinesh Modi - Member
3.	Stakeholders’ Relationship Committee	Mr. Dinesh Modi - Chairman Mr. Nirmal Kedia - Member Mr Ramakant Nayak - Member
4.	Corporate Social Responsibility Committee	Mr. Punit Makharia - Chairman Mr. Gautam Makharia - Member Mr. Dinesh Modi - Member
5.	IPO Committee	Mr. Dinesh Modi - Chairman Mr. Nirmal Kedia - Member Mr Ramakant Nayak - Member

The further details as to number of meetings of the committees, their dates etc are provided in the Corporate Governance Report.

16. MEETINGS OF BOARD OF DIRECTORS:

There were nine meetings of the Board of directors during the year. The details of various Board Meetings are provided in the Corporate Governance Report. The gap intervening between two meetings of the board is as prescribed in the Companies Act, 2013.

17. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS:

The Audit committee comprises of Mr. Ramakant Nayak (Chairman), Mr. Dinesh Modi (Member) both independent Directors and Mr. Punit Makharia (Member), Managing Director of the Company. There were four meetings of the Audit Committee held during the year. The details of various Audit Committee meetings are provided in the Corporate Governance Report.

18. AUDIT COMMITTEE RECOMMENDATION:

During the year all the recommendations of the Audit Committee were accepted by the Board. The Composition of the Audit Committee is as described in the Corporate Governance Report.

19. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of Mr. Nirmal Kedia (Chairman), Mr. Ramakant Nayak (Member) and Mr. Dinesh Modi (Member) all Independent Directors of the Company. There was no meeting of Nomination and Remuneration Committee during the year 2015-16 as there were no appointments, change in designation or policy was framed by the Committee. The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The policy relating to the remuneration for the directors, key managerial personnel and other employees is disclosed as Annexure “5”.

20. STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises of Mr. Dinesh Modi (Chairman), Mr. Ramakant Nayak (Member) and Mr. Nirmal Kedia (Member) all Independent Directors of the Company. The Committee met four times during the year, details of which are reproduced in the appropriate section of Corporate Governance Report.

21. CORPORATE GOVERNANCE:

At Shree Pushkar Chemicals & Fertilizers Ltd, we ensure that we evolve and follow the good Corporate Governance practices. As a listed Company we take the Quarterly Corporate Governance Certificate from Practicing Company Secretary confirming all compliances with necessary laws applicable to us. Pursuant to compliances of Listing Regulations of Securities Exchange Board of India (SEBI) the Management Discussion and Analysis, The Corporate Governance Report and the Auditor’s Certificate regarding Compliance of Conditions of Corporate Governance are made part of the Directors’ Report.

22. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND HEPF”).

As required under the provisions of Section 205A and 205C and other applicable provisions of Companies Act, 1956 (the corresponding provisions in the Companies Act, 2013 have not been notified, and hence the earlier law is still applicable in respect of these provisions), dividends that remain unpaid/unclaimed for a period of seven years, are to be transferred to the account administered by the Central Government viz: “Investor Protection and Education Fund”.

During the year there were no transfer made on account of IEPF, also there were no any unclaimed dividend remained in the bank account so far.

23. PARTICULARS OF EMPLOYEES:

The Disclosure as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure “6” and forms a part of this report.

Information relating to remuneration of Directors under Section 197 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been given Annexure “6” to the Director’s Report

24. SOCIAL CONNECT:

During the year your Company connected to socially through CSR activities only

25. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year there were no significant and material orders passed by the Regulators or Courts. The Company''s Shares got listed on BSE Ltd and National Stock Exchange Limited on 10^th of September, 2015 followed by Initial Public Offer to the Public.

26. FINANCE:

Cash and cash equivalents as at March 31, 2016 was Rs.4176.70 lacs (in earlier it was Rs.325.74 lacs). The company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

27. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

As requirement of Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Company has already maintained internal policy to prevent women’s harassment at work place and covered all employees so they could directly make complaints to the committee, if such situation arises. The management and Committee together with confirm total number of complaints received and resolved during the year is as follows:

a) No. of complaints received: NIL

b) No. of complaints disposed NIL

28. LISTING:

During the year under review your company has listed its Equity Shares on National Stock Exchange Ltd and Bombay Stock Exchange Ltd through IPO and it will remain listed on it. The Company has paid the listing fees towards listing their Equity Shares and complied with listing regulations.

29. INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

30. DIRECTORS'' DISQUALIFICATION:

None of the directors of the Company is disqualified as per the provision of section 164(2) of the Companies Act, 2013 or any other law as may be applicable, as on 31^st March 2016.

31. HUMAN RESOURCES:

None of the employees of the Company had drawn remuneration in excess of the limits prescribed In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 or any other law as may be applicable.

The relation between employees and management are cordial during the year

32. SUBSIDIARY COMPANIES:

The Company does not have any subsidiary during the year

33. AUDITORS:

The existing Statutory Auditors M/s. Jajodia and Company, Chartered Accountants, have expressed their inability to continue as Auditors of the Company and hence tendered their resignation on 5^th May, 2016. Accordingly the Board had approached M/s. S. K. Patodia & Associates, Chartered Accountants to fill up the casual vacancy caused by resignation of existing auditors. M/s. S. K. Patodia & Associates, Chartered Accountants, signified their willingness to be appointed and declared their eligibility to be appointed as a Statutory Auditor of the Company.

Hence the Board of Directors, vide its resolution passed on 12^th May, 2016 had appointed M/s. S. K. Patodia & Associates, Chartered Accountants as Statutory Auditors of the Company to fill up the casual vacancy caused by resignation of M/s. Jajodia & Company, Chartered Accountants, the existing auditors.

As per provisions of section 139(8) of the Companies Act, 2013 the appointment of Statutory Auditors to fill up the casual vacancy caused by resignation of existing auditors, needs to be approved by the members of the Company at a general meeting convened within a period of three months. Hence appointment of M/s. S. K. Patodia & Associates, Chartered Accountants, as a statutory auditor to fill up the casual vacancy caused by resignation of existing auditors, has been recommended.

It is further proposed to re-appoint M/s. S. K. Patodia & Associates, Chartered Accountants, as a Statutory Auditors of the Company to hold the office up to the conclusion of next annual general meeting.

M/s. S. K. Patodia & Company, Chartered Accountants, have signified their willingness to be appointed and declared that they are eligible for re appointment.

34. AUDITORS'' REPORT:

The observation made in the Auditors'' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

35. SECRETARIAL AUDIT:

The Board has appointed M/s. DSM & Associates, Company Secretaries, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the financial year 2015-16. The Secretarial Audit Report is annexed to this report as Annexure “7”. The Secretarial Audit Report does not contain any qualification or adverse remarks.

36. COST AUDITOR:

Pursuant to provisions of section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, your Company has appointed M/s. Dilip Bathija, Practicing Cost Accountants, to carry out the Audit of Cost Records for the financial year 2016-17.

37. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude to all Shareholders, Investors, clients, vendors, bankers, Regulatory and Government authorities, Stock Exchanges and business associates for their cooperation, encouragement and continued support extended to the Company Your Directors also wish to place on record their appreciation to the Associates for their continuing support and unstinting efforts in ensuring an excellent all round operational performance at all levels.

For and on behalf of the Board of Directors of;

Shree Pushkar Chemicals & Fertilizers Limited

Sd/-

Punit Makharia

Chairman & Managing Director

DIN: 01430764

Date: 11^th July, 2016

Place: Mumbai

---

Mar 31, 2015

Dear Members,

The Directors have the pleasure of presenting before you the 22nd Annual Report of your Company along with the Audited Accounts of the Company for the financial year ended 31st March 2015-

SUMMARY OF FINANCIAL RESULTS:

The Company's financial performance, for the year ended 31st March, 2015 is summarized below:

(Rs, Lacs)

YEAR ENDED YEAR ENDED PARTICULARS 31/03/2015 31/03/2014

Total Revenue 2665.200 21036.64

Profit Before Interest, Depreciation & Tax 3009.37 2748.91

Depreciation for the year 362.47 464.42

Interest Cost 367.16 871.01

Profit Before Taxation 2279-74 1413.48

Provision for Income Tax (477.84) (282.66)

Provision for Deferred Tax 63.12 (91.96)

MAT Credit Entitlement availed - -

Taxes of Earlier Years - -

Profit After Taxation 1865.02 1038.86

Add: Profit Brought Forward from Previous Year 329.400 2255.16

Balance carried to Balance Sheet 5159.02 3294.00

OPERATIONS:

During the year under review, the Revenue from operations of your company increased to Rs. 26652.00 lacs from Rs. 21036.74 lacs registering a growth of 26.69%.

The growth in sales in the product verticals during the year, as compared to last year has been as under:

(Rs,in lacs.)

% Product Vertical 2014-15 2013-14 change

Dye Intermediates 200.84 164.95 21.76%

Fertilizers 48.46 31.39 54.38%

Cattle Feed 5.34 6.09 -12.32%

Acids 11.59 7.66 51.31%

Other Income 0-29 0.28 3.57%

Total 266.52 210.37 26.69%

The export during the year has been at Rs.24.21 Crs, considering our imports, we continue to be a net importer.

During the year there have been no major expansion in the installed capacities and we have been in a position to consolidate our production activities with the expanded capacities carried out last year.

However due to delay in the monsoons the sale of fertilizer during Sharif season in the first half of the year was significantly affected. We could however partially mitigate the same during the Rabi season and the overall sale of fertilizers have been to the extent of about 48,000 MT having a capacity utilization of about 48% contributing Rs.48.46 Crs to the overall revenue.

FUTURE OUTLOOK:

As was indicated last year, with the consistent shift in the manufacturing base of Dyes and Dye. Intermediates from the western countries to the Asian countries, the market has been witnessing accelerated demand more so with the Indian Products having an edge over those of China on account of various socio economic factors. To keep pace with the aforesaid situation we have during the year taken steps to expand by way of forward integration into manufacture of Reactive dyes, in this regard we have already acquired an additional plot of land in the same MIDC Industrial Area Lote Parshuram, bearing plot No.B.97 for a total consideration of Rs. 2.29 Crs including stamp duty & registration charges. The Plot admeasures 11,951 sq.Mts. and has an existing built up area of 2080 sq. Mts.It is proposed to setup a Reactive Dyes plant on the plot with an initial capacity of 3000 MT per annum comprising 3 parallel lines of 1000 MTs each. It is also proposed to set up 2 additional intermediate plants comprising of an H.Acid plant of 750 MT p.a. capacity and a VS plant of 1000 MT p.a. capacity mainly to take care of the captive requirements of the Dye plant. This would ensure that our existing market of Dye Intermediate is in no way disturbed on account of the forward integration.

The capital cost for this expansion has been estimated at around Rs-52 Crs and is proposed to be funded by way of an Initial Public Offering (IPO). To provide an exit route to IFCI Venture Capital Fund Ltd. who currently have a holding of 11.72 % in the company, they are offering 20,26,589 shares by way of an offer for sale (OFS) along with the IPO. The said Public Offer totally amounting to around Rs.75.00 Crs is in the advanced stage, and is proposed to be opened for subscription shortly.

In addition to the aforesaid expansion it is proposed to set up a plant for the manufacture of Potassium Sulphate with an installed capacity of 10,000 MTs p.a. Apart from a chemical Reagent, Potassium Sulphate finds application as a Potosi fertilizer typically for Horticulture, Floriculture, etc.in this regard we are in the process of acquiring one more plot of land in the same MIDC Industrial Area Lote Parshuram, bearing plot No-D-18 for a total consideration of Rs- 2-65 Crs. The Plot admeasures 20,134 sq. Mts.and has an existing built up area of 2534 sq. Mts. The plot is being acquired from M/s Ray International Pvt.Ltd. and necessary MOU in this regard has already been entered into.

The Total project cost has been estimated at Rs.19-05 Crs and is proposed to be funded by way of a term loan of Rs. 12-50 Crs from the Bank and the balance by way of internal accruals.

The external credit rating of your company has further improved from the earlier "BBB & A3 " rating to "BBB and A3 ", by CARE, which has been as a result of our performance and financial discipline.

In order to strengthen our Project Implementation and Operational fronts we have appointed Mr. RK. Sahni as Vice President - Projects, to take charge not only of our ongoing expansion projects but also to have better operational control of our expanding fertilizer Division.

The year ahead will be challenging, not only by expanding into Dyes and Potassium Sulphate, but also getting the shares of the company listed on the stock Exchange, which calls for much larger discipline in terms of SEBI & ROC compliances. This would call for further strengthening our administrative fronts, which albeit would pave the way for an accelerated growth in the future.

RISKS & CONCERNS:

After successfully overcoming the impact of the global meltdown resulting in economic slowdown prevailing in the country during the 2012-13 period we had a satisfactory performance last year, though due to the delay in the onset of monsoon our fertilizer division was impacted due to lower off take of fertilizers during the first half of the year, however we could make progress in the division during the second half of the year- Never the less we will still continue with factors such as the vagaries of unpredictable Monsoons, the impact of a volatile FE market, the dependence on Government policies and decisions all of which ultimately impact the overall performance of the industry- These are all factors which are beyond the control of the private enterprise and would continue to be a challenge.

DIVIDEND:

To preserve the resources for ongoing expansion requirement, your directors do not recommend any dividend.

SHARE CAPITAL:

The paid up equity capital as on March 31, 2015 was Rs-2070-76 Lacs. The company has not issued any shares during the year or granted stock options or sweat equity.

FINANCE:

Cash and cash equivalents as at March 31, 2015 was Rs-319-14 lacs- The company continues to focus on judicious management of its working capital- Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

ACCEPTANCE OF DEPOSIT:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS- GUARANTEES OR INVESTMENTS:

There are no instances of loans, guarantees or investments under section 186 of the Companies Act, 2013. The details of the investments made by company is given in the notes to the financial statements-

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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 in the Internal Audit Manual- To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

As part of its initiatives under "corporate social responsibility" (CSR), the company has formed a CSR Committee comprising of Mr. Punit Makharia Managing Director (Chairman), Mr. Dinesh Modi independent Director (Member) and Mr. Gautam Makharia Joint Managing Director (Member).

As per the section 135 of the Companies Act, 2013, the average profitability of the previous three years for CSR purposes amounts to Rs- 15,32,000/- @ 2%.

The Company has not spent any significant amount during the year due to the amount being small and would not form any significant contribution for the said purpose.

The management has however decided to carry forward the said amount, to be spent for CSR purposes along with the funds available for the next year.

CONSERVATION OF ENERGY- TECHNOLOGY ABSORTION & FOREIGN EXCHANGE EARNING AND OUTGO:

Particulars, as prescribed under section 134 (3) (m) of the Companies Act, 2013, read with the Companies (Disclosure of particulars in report of Board of Directors) Rules 1988 or any other law as may be applicable are given in Annexure 'A' enclosed.

INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

DIRECTORS:

The Board of Directors of the Company, at present, comprises in all 6 Directors, who have wide and varied experience in different disciplines of corporate functioning. The present composition of the Board includes one Managing Director, one Joint Managing Director, one Nominee Director and three Independent Non Executive Directors.

The details are as below:-

Sr. No Name of the Director & Designation Date of appointment as Director DIN No.

1. Mr. Punit Makharia Chairman & Since incorporation

DIN No. 01430764 Managing Director Reappointed as Chairman and Managing

Director with effect from April 1, 2011 for a term of 5 years.

2. Mr. Gautam Makharia Joint Managing Since incorporation

DIN No. 01354843 Director Appointed as Joint Managing Director with

effect from April 1, 2011 for a term of 5years.

3. Mr. Ramakant Nayak Independent Date of appointment: December 4, 2010 DIN No. 00129854 Director Reappointed as Independent Director on July 28, 2014 for a term of 2 years.

4. Mr. Nirmal Kedia Independent Date of appointment: September 8,2010 DIN No. 00050769 Director Reappointed as Independent Director on July 28, 2014 for a term of 2 years.

5. Mr. Dinesh Modi Independent Date of appointment: June 20,2012

DIN No. 00004556 Director Reappointed as Independent Director on July 28, 2014 for a term of 2 years.

6. Mrs. Poonam Garg Nominee Director Date of appointment: March 26, 2013. DIN No. 00049894 (Nominated by IVCF)

Directors Mr. Punit Makharia & Mr- Gautam Makharia retire by rotation and, being eligible, offer themselves for re appointment. The Directors recommend Mr. Punit Makharia & Mr. Gautam Makharia for re.appointment.

As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of up to five consecutive years and shall not be liable to retire by rotation. Accordingly, all the three Independent Directors have been appointed as independent directors under section 149 of the Companies Act, 2013 as on 28th July, 2014 for a term of two years.

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.

None of the Directors resigned during the financial year 2014-2015.

MEETINGS

During the year six Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given below. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

MEETING OF BOARD OF DIRECTORS:

There were six meeting of the Board of directors during the year. The following are the meetings of the date of Board meeting 27th June, 2014, 17th July, 2014, 22nd September, 2014, 26th September, 2014, 22nd December, 2014 & 27th February 2015. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013-

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS:

The Audit committee comprises of Mr. Ramakant Nayak (Chairman), Mr. Dinesh Modi (Member) both independent Directors and Mr. Punit Makharia (Member), Managing Director of the Company. There were four meetings of the Audit Committee during the year. The following are the meetings of the date of Audit Committee 17th July, 2014, 22nd September, 2014, 22nd December, 2014 & 27th February 2015. The Company Secretary acts as the Secretary of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Nomination and Remuneration Committee comprises of Mr. Nirmal Kedia (Chairman), Mr.Ramakant Nayak (Member) and Mr. Dinesh Modi (Member) all Independent Directors of the Company. There was one meeting of Nomination and Remuneration Committee during the year on 27th February, 2015.The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.The policy relating to the remuneration for the directors, key managerial personnel and other employees is disclosed as Annexure 'B. The Company Secretary acts as the Secretary of the Audit Committee.

STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises of Mr. Dinesh Modi (Chairman), Mr. Ramakant Nayak (Member) and Mr. Nirmal Kedia (Member) all Independent Directors of the Company. There was no meeting of Stakeholders Committee during the year. The Company Secretary acts as the Secretary of the Audit Committee.

DIRECTOR DISQUALIFICATION:

None of the directors of the Company is disqualified as per the provision of section 164(2) of the Companies Act, 2013 or any other law as may be applicable, as on 31st March 2015.

HUMAN RESOURCES:

None of the employees of the Company had drawn remuneration in excess of the limits prescribed In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 or any other law as may be applicable.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) that the Directors have selected such accounting policies and applied them consistently and have 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 2015 and of the profit of the Company for the year ended 31st March 2015;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 or any other law as may be applicable for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) That the annual accounts have been prepared on a "going concern" basis.

(e) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate & operating effectively.

RELATED PARTY TRANSACTIONS:

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

Particulars, of contracts, arrangements with related parties referred in sub section (1) of section 188 of the companies act, 2013 are given in Annexure 'C enclosed.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

AUDITORS:

M/s. Jajodia & Company, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013 and that they are not disqualified for re- appointment.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. Dipika Biyani, a Company Secretary in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as" Annexure D"

COST AUDITOR:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and above mentioned Cost Audit Order, the Board of Directors in their meeting held on May 05, 2015 has re-appointed Mr. Dilip Bathija, Practicing Cost Accountant, as the Cost Auditor for the Financial Year 2015-16 to conduct audit of its cost accounting records relating to products namely fertilizers & all related products.

AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:

The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. The observation made in the Secretarial Auditor Report are self explanatory and hence, do not call for any further comments.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as " Annexure 'E'.

ACKNOWLEDGEMENT:

The Board of Directors places on record its sincere appreciation of the Company's valued customers in India and abroad for the support and confidence reposed by them in the company and looks forward to the continuance of this mutual supportive relationship in the future.

The Board expresses its gratitude to the Bankers, Government Authorities, Investors and other stakeholders for their continued support and guidance.

The Directors wish to place on record their appreciation of the dedicated services rendered by the staff and officers.

By Order of the Board

For Shree Pushkar Chemicals & Fertilizers Ltd.



Sd/-

Punit Makharia

Chairman & Managing Director

DIN:01430764



Dated: 05/05/2015

Place: Mumbai

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Mar 31, 2013

The Directors have the pleasure of presenting before you the 20th Annual Report of your Company along with the Audited Accounts of the Company for the year ended 31st March 2013.

FINANCIAL RESULTS:

YEAR ENDED YEAR ENDED

PARTICULARS 31/03/2013 31/03/2012

(Rs. In lakh) (Rs. In lakh)

Sales & Other Income 17656.83 15097.38

Profit Before Depreciation & Tax 1305.50 1064.52

Depreciation for the year 405.32 338.81

Profit Before Taxation 900.18 725.71

Less: Provision for Income Tax 179.96 160

Less: Provision for Deferred Tax 3.69 92.39

MAT Credit Entitlement availed 46.98 (60.70)

Less : Taxes of Earlier Years (57.45) 1.29

Profit After Taxation 727.00 532.73

Add: Profit Brought Forward from Previous Year 1528.14 995.41

Balance carried to Balance Sheet 2255.14 1528.14

OPERATIONS:

During the year 2012-13 the Sales turnover of your company has increased to Rs. 17598.13 lakh as against Rs. 15071.00 lakh achieved during the last year, recording a growth of 16.77% on a YoY basis.

The new products introduced during the second half of the last financial year namely SSP in the fertilizer division & CSA, Ileum 65% and Captive Power Plant within the acid complex have contributed significantly not only to revenues but also have helped in better control of operations. We now have 4 distinct product Verticals namely Dye Intermediates, Fertilizers, Cattle feed Supplement & Acids all of which are operating impressively. We are especially pleased with the Fertilizer revenues. Having difficulties on account of severe drought conditions in the State, your Company has been able to achieve a capacity utilization of this plant to the extent of 87.5% chiefly on account of sales promotional steps taken during the last quarter which has made good the shortfall in revenues of the earlier quarters. This has led to a growth of 65% in sales over last year and contributed Rs.33.23 Crs to the overall revenue.

As you are aware the capacity of our Single Super Phosphate (SSP) plant has been of 45,000 MT p.a. As per directive from Ministry of Chemical & Fertilizers - Department of Fertilizers the company needs to scale up its capacity to 1.00 lakh MT p.a. by end of 2nd year of commercial operations. We have therefore availed an additional Term Loan - IV of Rs.6.00 Crs from SBI for scaling up the existing installed capacity of the SSP plant to 1.00 lakh MT p.a. The said expansion has been completed & inspection of the same by the department of fertilizers is scheduled between 23rd to 25th September 2013, where after the plant would be commissioned.

In addition we have also under taken some modernization of the existing H-Acid & DCP Plants wherein the capacity of the plants would stand enhanced as under: H Acid Plant from the current 2400 MT/Annum to 2700 MT/Annum DCP Plants from the current 4500 MT/Annum to 5400 MT/Annum

These Enhanced capacities would be put to operation between mid to end October 2013.

FUTURE OUTLOOK:

In our Fertilizer Division, over the foreseeable future, double digit growth with appropriate returns on capital will depend upon our Company's ability to consistently

succeed in entering new regions as also introduce new products so as to cover larger geographical markets. This involves excellence in several basic factors: (i) the right choice of products; (ii) Maintaining Consistent Quality; (iii) Building & strengthening our brand image; (iv) having top class manufacturing operations which not only meet all benchmark standards but also ensure that all launch dates are met with success; (v) building an appropriate leadership team with a growing appetite for success. As you are aware that with our recently started Fertilizer marketing & logistic setups which have started giving good results. In large measure, our Company's good business results in FY2013 is due to appreciable improvements made in operations—building on a companywide consolidated theme of Quality and Productivity'. This needs to increase appreciably over the future.

We are thus in the process of organizing further expansion of capacity of our SSP plant from the current 1.00 lakh MT/ annum to 1.35 lakh MT/ annum as also entering the micro nutrients market so as to increase our geographical reach in the fertilizers division so as to lay a satisfactory market base for launching of newer products in this Division. We have also developed the process for forward integration of one of our Dye intermediate products namely VS into Sylph VS which has a distinct niche market. This further expansion envisaged would be financed by way of a second round of PE investments - which would also provide partial exit to the Existing PE Investor- and an IPO through "Emerge" the SME platform of the NSE.

Our Fertilizer Division would thus play a major investment target for the future. These products would give us the opportunity to provide affordable and innovative products to our farmers across the state. It is clear that any significant fertilizer player will need strong manufacturing and commercialization capabilities. We have already successfully launched 2 products SSP & SC with the able partnership with Shriram Fertilizers. It is our endeavor to develop and commercialize a portfolio of fertilizer products including micro nutrients, primarily focused for the states of Gujarat, Maharashtra and Karnataka. All these are parts of an exciting, yet complex journey. On occasions, the path will be difficult, as it must since the payoffs would also be greater. However, we have with us - and are constantly creating - an able management team to execute these challenging goals. Through our people, we will continue to focus on safety, quality, productivity and supply chain flexibility and reliability. These initiatives, along with our crave for excellence should help deliver good growth and healthy returns.

RISKS & CONCERNS:

We have till date successfully faced the impact of the global meltdown, however the after effects of the recession still continues and is affecting the overall operations to a significant extent. We are however continuing with our relentless efforts to strive for betterment and look forward to circumvent the situation by way of our fertilizer Division which has been receiving good response from the market.

The volatility in the FE market has also been of great concern since it has very significantly affected our export markets which have in turn affected our dye- intermediates division in terms of volumes as also top & bottom lines.

Considering the open market economy and the constantly changing business environment we have to strive towards building mechanisms not only to increase efficiency which would translate into profits but also to sustain the set growth pattern. It is thus imperative to focus on building the desired competency. The way we do business has to be more focused and fine tuned to face these challenges. We realize that we are in the course of transition from the unorganized sector to the organized sector, from the SSI culture to the SME culture. We have thus to device methods to continue to remain lean but at the same time induct proper professionals and professionalism to put in place the right management structure to make the Company more competitive and profitable.

DIVIDEND:

To preserve the resources for ongoing expansion and for increased working capital requirement, your directors do not recommend any dividend.

PRIVATE EQUITY PLACEMENT:

As you are aware that IFCI Venture Capital Fund Limited (IVCF) has during 2009-2011 invested by way of Private Equity a sum of Rs. 15.00 Crores in the equity capital of our company towards part financing our earlier Expansion of The Acid Complex and The Fertilizer Division, which has been completed and the plants successfully commissioned. The time has now come for providing an exit to IVCF. However as you are aware the IPO market over the last nearly 2 years has not been very conducive, further in view of certain amendments by SEBI in the ICDR regulations, it is not possible under the present circumstances to seek enlistment directly at the main exchanges of BSE/ NSE as was planned earlier. Hence the promoters at the instance of IVCF have bought back 11.46 lakh shares from them bringing down their holding from the earlier 27.27% to 21.74%.

SEBI has however in the ICDR Regulations, provided for a separate window of a main exchange for SMEs seeking enlistment & IPO. Accordingly NSE has floated a new platform namely "EMERGE" wherein your company now proposes to enlist its shares along with an IPO cum Offer for Sale of a smaller size. We are already in the process of preparing the DRHP. If the position of the Primary market improves and the situation is conducive, it is proposed to bring the issue by end of the current financial year. In the mean while one more Venture Capital Fund has shown keen interest in participating in our Equity Capital, we are in the process of negotiation with them wherein it is proposed to request them to buy back partial holding of IVCF as also to part finance our next expansion programmer. This would help us in kick start the expansion project immediately. This would also help us in building the desired image of our company in the IPO market.

ACCEPTANCE OF DEPOSIT (SEC.58-A):

Your company has not invited/accepted any deposits from public, which are coming under the purview of section 58-A of Companies Act, 1956 or any other law as may be applicable.

DIRECTORS:

The Board of Directors of the Company, at present, comprises in all 6 Directors, who have wide and varied experience in different disciplines of corporate functioning. The present composition of the Board includes one Managing Director, one Joint Managing Director, one Nominee Director and three Independent Non Executive Directors.

As per the Shareholders Agreement executed with IVCF Indian Enterprise Development Fund, IVCF had nominated Mr. Sachin Sharma as a Nominee Director on your Board in place of Mr. Satpal Arora with effect from 12th October, 2012.

Further, IVCF has nominated Ms. Poonam Garg as a Nominee Director on your Board in place of Mr. Sachin Sharma with effect from 26th March, 2013 and she has been appointed as an Additional Nominee Director of the Company.

It is brought to the notice of the members that Ms. Poonam Garg an additional Nominee Directors will hold the office up to forthcoming Annual General Meeting and has given her consent to act as such if reappointed. The Company has received the necessary recommendations, u/s. 257 of the Companies Act, 1956 or any other law as may be applicable recommending the reappointment of Ms. Poonam Garg, along with necessary deposits.

Mr. Nirmal Kedia and Dinesh Modi, being eligible to retire by rotation, will retire at the forthcoming Annual General Meeting. They being eligible for reappointment have offered themselves for reappointment. Hence members are requested to consider the proposal of reappointment of Directors retiring by rotation and being eligible for reappointment.

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS:

The proposal of reconstitution of Audit Committee has been considered in the meeting of Board of Directors held on 20th June, 2013 and the committee comprises of Mr. Ramakant Nayak (Chairman), Mr. Dinesh Modi (Member) both independent Directors and Mr. Punit Makharia (Member), Managing Director of the Company.

PERSONNEL:

None of the employees of the Company had drawn remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 or any other law as may be applicable.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORTION & FOREIGN EXCHANGE EARNING AND OUTGO:

Particulars, as prescribed under section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in report of Board of Directors) Rules 1988 or any other law as may be applicable are given in Annexure 'A' enclosed:

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 or any other law as may be applicable it is hereby confirmed:

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) that the Directors have selected such accounting policies and applied them consistently and have 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 2013 and of the profit of the Company for the year ended 31st March 2013

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 or any other law as may be applicable for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities:

(d) That the annual accounts have been prepared on a going concern basis.

SUBSIDIARIES:

Since the Company does not have any subsidiary, the provisions of section 212 of the Companies Act, 1956 or any other law as may be applicable, are not applicable to the Company.

AUDITORS AND AUDITORS' REPORT:

M/s. K C P L & Associates, Auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and being eligible, have offered themselves for reappointment. The company has obtained a certificate from them to the effect that their appointment if made, would be within the prescribed limits under section 224(1-B) of the Companies Act, 1956 or any other law as may be applicable,.

The comments of the Auditors in their Report and the notes forming part of the Accounts, are self explanatory in nature and hence management of the view that further explanation is not required on the same.

DIRECTOR DISQUALIFICATION:

None of the directors of the company is disqualified as per the provision of clause (1) (g) of section 274 of the Companies Act 1956 or any other law as may be applicable, as on 31st March 2013.

APPRECIATION:

The Board of Directors places on record its sincere appreciation of the Company's valued customers in India and abroad for the support and confidence reposed by them in the company and looks forward to the continuance of this mutual supportive relationship in the future.

The Board expresses its gratitude to the Bankers, Government Authorities, Investors and other stakeholders for their continued support and guidance.

The directors wish to place on record their appreciation of the dedicated services rendered by the staff and officers.

For and on behalf of the Board

Sd/-

(Punit Makharia)

Chairman & Managing Director

Place: Mumbai

Dated: 22nd September, 2013.

---

Mar 31, 2012

The Directors have the pleasure of presenting before you the 19th Annual Report of your Company along with the Audited Accounts of the Company for the year ended 31st March 2012.

FINANCIAL RESULTS:

YEAR ENDED YEAR ENDED

PARTICULARS 31/03/2012 31/03/2011

(Rs.in lakh) (Rs.in lakh)

Sales & Other Income 15097.37 13128.92

Profit Before Depreciation & Tax 1069.28 652.74

Depreciation for the year 338.81 191.10

Profit Before Taxation and Extraordinary Items 730.47 463.22

Less : Prior Period Items 4.78 1.58

Profit Before Taxation 725.69 461.63

Less: Provision for Income Tax 160.00 99.20

Less : Deferred Tax 31.68 85.82

Less : Taxes of Earlier Years 1.29 (1.84)

Profit After Taxation 532.73 278.44 Add: Profit Brought Forward from Previous Year 995.41 716.97

Balance carried to Balance Sheet 1528.14 995.41

OPERATIONS:

During the year 2011-12 the Sales turnover of your company has increased to Rs.15097.37 lakh as against Rs.13128.92 lakh achieved during the last year, recording a growth of 15%

on a YoY basis.

As you are aware our ongoing expansion in terms of setting up of the Acid complex along with the captive power plant & the Fertilizer division comprising of the SSP and Soil Conditioner plants have been totally completed. Whereas the 98% sulphuric Acid plant along with the 23% Oleum plant as also the Soil Conditioner plant were commissioned last year, the 65% oleum plant along with the Captive power plant was commissioned in August 2011 and the SSP plant was commissioned in October 2011. After addressing minor teething problems these plants have been operating quite satisfactorily at their rated capacities. You will be glad to know that the average capacity utilization of the acid plant has been over 95% whereas the SSP plant has had an average utilization of 85% over the operational period.

As we had informed you last year that we have set up a Fertilizer Marketing Division at Pune with the basic idea of being close to the rich agricultural belt of Western Maharashtra, with resident representatives at some of the key district places to provide proper market feedback as also maintain a proper liaison with the dealers, Distributors as also the end users. This has proved to be very successful and of immense help. In coordination with DSCL our marketing agents we have established as many as 112 dealers which has been of immense help not only in marketing SSP but also promote our other product namely SC which is providing reasonable support to the division. we wish to inform you that with the encouraging results of the marketing setup we have gone ahead with strengthening of the setup by recruiting additional field officers at a few more key locations.

FUTURE OUTLOOK:

In addition to the Acid complex providing great mileage in terms of lower production costs our Fertilizer Division has proved to be a great boon to your company. Not only have the products received good acceptance from the market, but also on account of SSP being inducted in the NBS policy by the Government the product has been finding more popularity vis-à-vis demand from the farmer community at large. We have already taken up the

expansion of the SSP plant from the existing 45,000 MTA to 1,00,000 MTA, which is being implemented in 2 stances. The 1st stance of upgrading from 45,000 MTA to 70,000 MTA has already been initiated and the same is proposed to be commissioned by January 2013, whereas the 2nd stance from 70,000 TPA to 1,00,000 TPA involving modification of the

existing curing shed and installing automated heavy duty material handling system which is proposed to be commissioned by September 2013. In addition a 300 TPD granulation plant is being setup in line with the emerging government policy of doing away with sale of powder SSP and instead making available only granular SSP.

As regards our Dye intermediate division we may share with you that certain modernization is under implementation at the H-Acid plant which would result in better yields and shorter manufacturing cycle resulting in increase in the overall capacity of the plant by around 360 MTA.

As regards DCP our Cattle feed vertical, we are in the process of inducing automation in the whole process which again would cut down the time cycle leading to increase in the capacity by about 900 TPA.

All these expansions and modifications are being financed by way of internal accruals & term loan assistance from our bankers.

We would like to assure you with a sense of confidence and strong optimism that we are striving and will continue to strive for a sustained and enduring growth across our various product divisions.

RISKS & CONCERNS:

We have been successful in facing the impact of the global meltdown, & continuing euro zone crisis in view of our additional products of the fertiliser division which have been receiving good response from the local market.

However changes in Government policies and regulatory requirement do affect the company's business. During the past over a year the Indian economy has been facing high inflation rate pressure leading to higher interest rates, consequentially leading to significant higher prices of inputs. If this rise in price of input materials cannot be absorbed by the market through price increase the same could have a negative impact on the demand which in turn could impact the company's profitability. Further Exchange rate fluctuation could significantly impact earnings because of higher imports emanating from our new product lines involving substantial expenditures in foreign currencies.

The management has already taken initiatives for mitigating the above challenges. The company has been hedging its exposure in foreign currencies, has been strategically strengthening its marketing efforts, improving the manufacturing processes resulting in better yields vis-à-vis capacities. We strongly believe that these measures would definitely yield the desired results and mitigate the risks.

DIVIDEND:

To preserve the resources for ongoing expansion and for increased working capital requirement, your directors do not recommend any dividend.

PRIVATE EQUITY PLACEMENT:

As you are aware that IFCI Venture Capital Fund Limited through its subsidiary India Enterprise Development Fund, had by way of Equity Investment of a sum of Rs.15 Crores, at price of Rs.26.56 per Equity Shares towards part financing the current Expansion cum Diversification Project of The Acid Complex and The SSP Plant.

Out of the above the Company had availed a sum of Rs.13.75 Crores till the financial year 2010-11. The remaining amount of Rs.1.25 Cores was availed by the Company during the financial year 2011-12 by way of issue of Equity Shares, resulting into I E D F holding 27.27% in Equity interest of the Company.

CHANGE OF NAME OF THE COMPANY TO "SHREE PUSHKAR CHAMICALS AND FERTILIZERS LIMITED":

Members must be aware that, during the financial year under review, they have accorded their consent, by way of Special Resolution, in duly convened Extra Ordinary General Meeting dated 5th January, 2012, for change of name of the Company from "Shree Pushkar Petro Products Limited" to "Shree Pushkar Chemicals and Fertilizers Limited".

The approval of Registrar of Companies, Mumbai for change of name of the Company has been received vide its Fresh Certificate of Incorporation consequent upon change of name, on 5th March, 2012.

During the year the Company has also received the consent of Registrar of Companies, Mumbai, for special resolution passed in the Extra Ordinary General Meeting of the members of the Company, dated 31st March, 2011, for alteration of main object clause of Memorandum of Association of the Company and adoption of new set of Articles of

Association.

ACCEPTANCE OF DEPOSIT (SEC.58-A):

Your company has not invited/accepted any deposits from public, which are coming under the purview of section 58-A of Companies Act, 1956.

DIRECTORS:

The Board of Directors of the Company, at present, comprises of in all 6 Directors, who have wide and varied experience in different disciplines of corporate functioning. The present composition of the Board includes one Managing Director, one Joint Managing Director, one Nominee Director and three Independent Non Executive Directors.

As per the Shareholders Agreement executed with IVCF Indian Enterprise Development Fund, IVCF have nominated Mr. S P Arora as a Nominee Director on your Board with effect from 3rd May, 2012 and he has been appointed as an Additional Nominee Director of the Company.

During the financial year under review Mr. Akshay Dua has resigned from the place of Nominee Director of the Company with effect from 3rd May, 2012 due to his resignation from the employment of IVCF.

In view of broad basing of Board of Directors and making the Board a composite mix of independent, executive and non executive director from varied fields of business, the Company has appointed Mr. Dinesh Modi, as an Additional Director of the Company with effect from 20th June, 2012. Mr. Dinesh Modi is a member of Institute of Company

Secretaries of India and possesses experience of almost four decades in varied fields of business.

It is brought to the notice of the members that both the additional Directors will hold the office as such up to forthcoming Annual General Meeting and have given their consent to act as such if reappointed. The Company has received the necessary recommendations, u/s. 257 of the Companies Act, 1956, recommending the reappointment of these Directors, along with necessary deposits.

The Company is in receipt of necessary declarations and disclosures, u/s.274(1)(g) and 299 of the Companies Act, 1956, from the appointee directors. Hence the Board has recommended appointment of Mr. S P Arora as Nominee Director and Mr. Dinesh Modi as Director of the Company in the forthcoming Annual General Meeting.

Mr. Ramakant Nayak, being eligible to retire by rotation, will retire at the forthcoming

Annual General Meeting. He being eligible for reappointment has offered himself for reappointment. Hence members are requested to consider the proposal of reappointment of Director retiring by rotation and being eligible for reappointment.

The Company has appointment CS Vaishali Parab as Company Secretary of the Company with effect from 15th September, 2012.

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS:

The Board of Directors of your Company is in process of reconstitution of Audit Committee of the Board of Directors of the Company.

The proposal of reconstitution of Audit Committee has been considered in the meeting of Board of Directors held on 24th September, 2012.

PERSONNEL:

None of the employees of the Company had drawn remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORTION & FOREIGN EXCHANGE EARNING AND OUTGO:

Particulars, as prescribed under section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in report of Board of Directors) Rules 1988 are given in Annexure „A' enclosed:

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000, it is hereby confirmed:

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) that the Directors have selected such accounting policies and applied them consistently and have 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 2012 and of the profit of the Company for the year ended 31st March 2012

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities:

(d) That the annual accounts have been prepared on a going concern basis.

SUBSIDIARIES:

Since the Company does not have any subsidiary, the provisions of section 212 of the Companies Act, 1956, are not applicable to the Company.

AUDITORS AND AUDITORS' REPORT:

M/s. Parihar & Associates, Chartered Accountants, Statutory Auditors of the Company, had tendered their resignation from the post of Statutory Auditors of the Company. Hence M/s. K C P L & Associates, Chartered Accountants, has been appointed as Statutory Auditors of the Company, to fill the casual vacancy caused by resignation of previous statutory auditors, with effect from 14th July, 2012, in duly convened Extra Ordinary General Meeting of the members of the Company.

M/s. K C P L & Associates, Chartered Accountants, statutory Auditors of the Company, will hold the office up to the conclusion of forthcoming Annual General Meeting. M/s. K C P L & Associates, Chartered Accountants have confirmed their eligibility, under section 224(1B) of the Companies Act, 1956, and has given their consent to act as Statutory Auditors, if appointed.

The comments of the Auditors in their Report and the notes forming part of the Accounts, are self explanatory in nature and hence management of the view that further explanation is not required on the same.

DIRECTOR DISQUALIFICATION:

None of the directors of the company is disqualified as per the provision of clause (1) (g) of section 274 of the Companies Act 1956 as on 31st March 2010.

APPRECIATION:

The Board of Directors places on record its sincere appreciation of the company's valued customers in India and abroad for the support and confidence reposed by them in the company and looks forward to the continuance of this mutual supportive relationship in the future.

The Board expresses its gratitude to the Bankers, Government Authorities, Investors and other stakeholders for their continued support and guidance.

The directors wish to place on record their appreciation of the dedicated services rendered by the staff and officers.

For and on behalf of the Board

Sd/-

(Punit Makharia)

Chairman & Managing Director

Place: Mumbai

Dated: 24th September, 2012.

---

Mar 31, 2011

The Directors have the pleasure of presenting before you the 18th Annual Report of your Company along with the Audited Accounts of the Company for the year ended 31st March 2011.

FINANCIAL RESULTS:

YEAR ENDED YEAR ENDED PARTICULARS 31/03/2011 31/03/2010 (Rs.in lakh) (Rs.in lakh)

Gross Sales & Other Income 13557.25 10506.37

Profit Before Depreciation & Tax 654.31 358.13

Depreciation for the year 191.10 121.69

Profit Before Taxation 463.21 236.45

Less: Provision for Income Tax 99.20 35.00

Profit After Taxation 364.01 201.45

Add(Less): Adjustment of Taxation 1.84 1.55

Less: Prior Period Items 1.58 8.44

Less: Deferred Tax Liabilities 85.81 12.56 Less: Deferred Tax Liabilities of Earlier Year -- 21.06

Add: Profit Brought Forward from 716.97 556.02

Previous Year Balance carried to Balance Sheet 995.41 716.97

OPERATIONS:

During the year 2010-11 the Sales turnover of your company has increased to Rs. 13557.25 lakh as against Rs. 10506.37 lakh achieved during the last year, recording a growth of 29.03% on a YoY basis.

As reported earlier The 125 MT per day Sulphuric Acid plant has been commissioned in September 2010, where as the CSA plant and the Power plant have been successfully commissioned in April 2011 and August 2011 respectively. The delays in commissioning of the latter 2 plants have been mainly due to certain technical glitches that developed during the course of commissioning of the main Sulphuric acid plant necessitating modification & design of a key equipment leading to a lower capacity utilisation during this intervening period. However since then the plant has been running at rated capacity and without any difficulty.

The overall delay in commissioning of the acid complex as compared to the original schedule has thus been to the extent of over 10 months.

Our decision of establishing the fertiliser division in place of the Beta-Napthol plant, which was announced during the last AGM, has been quite encouraging and is turning to be a great business driver, as the market for the products and the margins available on the same have been constantly improving over time.

As regards the progress in the implementation of the Fertiliser Division, the Soil Conditioner (SC) plant has been commissioned in March 2011 whereas the Single Super Phosphate (SSP) plant has been commissioned in September 2011. Though the clearance for the SSP plant from the ministry of fertilizer was received within a reasonable period, the implementation of the project was stalled on account of a temporary embargo imposed by the Ministry of Environment & Forest on creation of additional capacity in the Ratnagiri–Sindhudurg belt. The said clearance was received in July 2011 where after the permission from the MPCB for commissioning of the plant was received in August 2011 and commercial production has started immediately from early September 2011.

We are happy to inform you that both the products have received very encouraging response from the farmers our valued clients. Not only are we supplying these products to the neighbouring areas but also are making roadways into the neighbouring state of Andhra Pradesh.

You will be happy to note that in view of our entry into a totally new product line, we have set up a Fertiliser Marketing Division at Pune which is close to the rich agricultural belt of Western Maharashtra. We have also appointed resident representatives at district places of Pune, Kolhapur, Sangli and Satara. This would provide us with the desired market feedback and follow-up which should be of immense help in the years to come and we believe that our emerging markets would be the key drivers for our future growth prospects. We are also in the process of establishing proper marketing channels and network in conjunction with DSCL our marketing agents.

FUTURE OUTLOOK:

We may share with you that our Acid complex has been commissioned and is providing great mileage in terms of lower production costs for our existing product lines. As per the encouraging signals being received from our Fertiliser division, we propose expanding our capacities of the fertiliser & sulphuric acid division in the immediate future.

We would also like to share with you that we have been toying with the idea of our future expansions in the Dye-intermediate division through synergistic alliances, which in our opinion would provide the desired growth strategy.

We would like to assure you with a sense of confidence and strong optimism that we are striving and will continue to strive for a sustained and enduring growth across our various product divisions.

RISKS & CONCERNS:

We have till date successfully faced the impact of the global meltdown, however the after effects of the recession still continues and is affecting the overall operations to a great extent. We are however continuing with our relentless efforts to strive for betterment and look forward to circumvent the situation by way of our additional products which have been receiving good response from the market.

Secondly, considering the open market economy and the constantly changing business environment we have to strive towards building mechanisms not only to increase efficiency which would translate into profits but also to sustain the set growth pattern. It is thus imperative to focus on building the desired competency. The way we do business has to be more focused and fine tuned to face these challenges. We realize that we are in the course of transition from the unorganized sector to the organized sector, from the SSI culture to the MSI culture. Realising that enhanced efficiencies are critical to sustained success we are in the process of locating suitable agencies to advise and train up our staff with proper management techniques. We have to device methods to continue to remain lean but at the same time induct proper professionals and professionalism to put in place the right management structure to make the Company more competitive and profitable.

DIVIDEND:

To preserve the resources for ongoing expansion and for increased working capital requirement, your directors do not recommend any dividend.

ACCEPTANCE OF DEPOSIT (SEC.58-A):

Your company has not invited/accepted any deposits from public coming under the purview of section 58-A of Companies Act, 1956.

PRIVATE EQUITY PLACEMENT:

As you are aware that IFCI Venture Capital Fund Limited has sanctioned by way of Private Equity Placement a sum of Rs. 15.00 Crores @ Rs. 26.56 per Equity Share, towards part financing the current Expansion i.e. The Acid Complex and The SSP Plant.

Of the sanctioned amount we had availed during the year 2009-10 a sum of Rs. 11.00 Crores. During the current year we have further availed a sum of Rs.2.75 Crs taking the total amount availed till 31.03.2011 to Rs. 13.75 Crs. The balance amount of Rs.1.25 Crs has also been availed during the current year 2011-12. Thus the share holding of IEDM as on date amounts to 27.27% of the paid up capital of th company.

APPOINTMENT OF DIRECTORS:

In view of the Private Equity Placement as per the Equity Subscription agreement IVCF have nominated a Director on your board. Initially Mr. A.K. Choudhary was nominated w.e.f. 01/04/2009, on his retirement from the services of IFCI Mr. B.N. Nayak was nominated on the board w.e.f. 28/08/2009. Mr. Nayak on his transfer from IVCF has been replaced by Shri S.P. Arora the Current Managing Director of IVCF, who is now nominated from 19th March, 2010.

To keep in line with the ROC requirements, we have during the year nominated one more Independent Director on our Board namely Shri Ramakant Nayak. Shri Ramakant Nayak has remained as director with some prominent banks of Western India. He thus brings with him very rich experience of over 3 decades. Your Company will benefit immensely from his rich experience

PERSONNEL:

None of the employees of the Company had drawn remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORTION & FOREIGN EXCHANGE EARNING AND OUTGO:

Particulars, as prescribed under section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in report of Board of Directors) Rules 1988 are given in Annexure 'A' enclosed:

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000, it is hereby confirmed:

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) that the Directors have selected such accounting policies and applied them consistently and have 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 2011 and of the profit of the Company for the year ended 31st March 2011

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities:

(d) That the annual accounts have been prepared on a going concern basis.

AUDITORS:

The Parihar & Associates, Auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and being eligible, have offered themselves for reappointment. The company has obtained a certificate from them to the effect that

their appointment if made, would be within the prescribed limits under section 224(1-B) of the Companies Act, 1956.

AUDITORS REPORT

The Auditors report has remarked that short term funds to the extent of Rs.612.41 lakhs have been used for long term investments.

In this regard we may clarify that the fund flow statement includes an amount of Rs.3.10 Crs towards term loan repayment falling due in the year 2011-12 which has been shown as Current liability. This amount though appearing in the current liability pertains to the repayment of long term loan availed from Banks.

Further we may state that an amount of Rs.1.50 Crs towards Share Application money from IFCI Venture capital funds Ltd., expected during the year 2010-11, was delayed due to certain routine compliances at our end. In Order to ensure that the project implementation of our SSP plant was not delayed the expenses towards the same was met from our current account. The said amount was received on 14th May 2011 and the temporary discrepancy was restored.

COMPLIANCE CERTIFICATE :

The company has received Compliance Certificate from a Practicing Company Secretary and forming part of directors' report

DIRECTOR DISQUALIFICATION:

None of the directors of the company is disqualified as per the provision of clause (1) (g) of section 274 of the Companies Act 1956 as on 31st March 2010.

APPRECIATION:

The Board of Directors places on record its sincere appreciation of the Company's valued customers in India and abroad for the support and confidence reposed by them in the company and looks forward to the continuance of this mutual supportive relationship in the future.

The Board expresses its gratitude to the Bankers, Government Authorities, Investors and other stakeholders for their continued support and guidance.

The directors wish to place on record their appreciation of the dedicated services rendered by the staff and officers.

For and on behalf of the Board

Sd/-

(Punit Makharia)

Chairman cum Managing Director

Place: Mumbai

Dated: 08/09//2011