Your Directors have pleasure in presenting the 21st Annual Report on the business and operations of the Company together with the
Audited Accounts of the Company for the year ended 31st March, 2025.

FINANCIAL RESULT

The summary of financial results for the year and appropriation of divisible profits is given below:

(Rs. In Lacs)

PERFORMANCE REVIEW AND STATE OF
COMPANY'S AFFAIR:

During the period under review the company has achieved
turnover of Rs 135823.89 lakhs and the profit of the company
before tax is Rs 12326.58 lakhs and profit after tax is
Rs 8653.95 lakhs.

The production of 62620 M.T. of Beneficiated Rock Phosphate,
114559 M.T. of Single Super Phosphate (including consumption
of micronutrient Zinc Sulphate and Boron), 201785 M.T.
of Sulphuric Acid, 230694 MT of Nitrogen Phosphorus &
Potassium (NPK) & Di Ammonia Phosphate and 56467 MT of
Phosphoric Acid.

CHANGE IN THE NATURE OF BUSINESS OF
COMPANY

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

LISTING OF THE COMPANY

The Shares of your Company are Listed on “National Stock
Exchange” Platform with stock code “KRISHANA” The annual
Listing Fees for the Year 2025-26 has been Paid by the company
to the exchange.

SHARE CAPITAL

During the year ended 31st March 2025, there was no change
in the issued and subscribed capital of the Company, the
outstanding capital as on 31st March 2025 continues to be
6182.76 Lakhs comprising of 6,18,27,600 shares of 10/- each.

ANNUAL RETURN (SECTION 92):

The information required pursuant to the provisions of Section
134 (3) (a) and Section 92 (3) of the Companies Act, 2013 read
with Rule 12 of Companies (Management and Administration)

Rules, 2014, the Annual Return for the financial year ended on
March 31st, 2025 is available on the website of the Company
viz. http://www.krishnaphoschem.com

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Pursuant to Regulation 34 of the Listing Regulations, the
Business Responsibility and Sustainability Report for the
financial year ended 31st March, 2025, is provided in Annexure
I forming part of this report and the same is also available on the
website of the Company.

STATUTORY AUDITORS’ & STATUTORY AUDITORS’
REPORT

Pursuant to the provisions of Section 139 of the Companies
Act, 2013 and the Companies (Audit and Auditors) Rules, 2014,
M/s Ashok Kanther & Associates, Chartered Accountants, was
appointed as the Auditor of the Company for a period of 5
consecutive years till the conclusion of 23rd AGM to be held in
the year 2027.

The Auditor’s Report is self-explanatory and therefore, does
not call for any further comments/ clarifications and Auditor’s
report does not contain any qualification, reservation or
adverse remarks

SECRETARIAL AUDITOR & SECRETARIAL
AUDITORS’ REPORT

Pursuant to the provisions of Section 204(1) of the Companies
Act, 2013 and the Companies (Appointment & Remuneration
of Managerial personnel) Rules, 2014, the company has Re¬
appointed M/s Sourabh Bapna & Associates, a Proprietorship
firm of company Secretaries in practice to undertake the
Secretarial Audit of the Company for a period of 5 consecutive
years for financial year 2025-26 to F.Y.2029-30. The Company
has received their consent for Re-appointment.

The Secretarial Audit report for financial year 2024-25 received
from Sourabh Bapna & Associates is provided in Annexure II
forming part of this report.

The Secretarial Audit report received from M/s Sourabh Bapna
& Associates does not contain any qualification, reservation or
adverse remarks.

COST AUDITOR

The company has made and maintained cost accounts and
records as specified by the central Governmant under section
148(1) of the Companies Act, 2013

For the financial year 2024-25, M/s. K. C. Moondra & Associates,
Cost Accountant have conducted the audit of the cost records
of the Company.

In accordance with the provisions of Section 148 of the Companies
Act, 2013 and the Companies (Audit and Auditors) Rules,
2014, and on the recommendation of the Audit Committee, the
Board has Re-appointed M/s K.C. Moondra & Associates, Cost
Accountants (Registration No. 101814), at such remuneration
as fixed by board of directors to conduct the audit of the cost
records of the Company for the financial year ending 31stMarch,
2026. The Re-appointment and the remuneration of the Cost
Auditor is required to be ratified subsequently by the Members
of the Company.

The Company has received their written consent and
confirmation that the Re-appointment will be in accordance with
the applicable provisions of the Act and rules framed thereunder.

INTERNAL AUDITOR & AUDITORS’ REPORT

As per section 138 of The Companies Act 2013 read with
Rule 13 of Companies (Accounts) Rules, 2014, the company
has appointed Ms. Anuradha Dargar, Chartered Accountant
as Internal Auditor to conduct Internal Audit for the Financial
Year 2025-26. The Company has received their consent
for appointment.

The Internal Audit Report is received by the Company from M/s
Sourabh Bapna & Associates and the same is reviewed and
approved by the Audit Committee and Board of Directors for
the year 2024-2025. All the observations made by the Internal
Auditors have been attended to.

INTERNAL CONTROL SYSTEM

The company has in place an adequate internal control system,
which is commensurate with the size, scale and complexity of
the company. The internal auditors independently evaluate the
adequacy of internal controls and concurrently audit the majority
of the transactions in value terms. Independence of the audit
compliance is ensured by the direct reporting of Internal Audit
Division and Internal Auditors to the Audit Committee of the Board.

During the period under review the Internal Financial Control
were tested and no reportable material weakness in the design
or operation were observed.

REPORTING OF FRAUDS BY AUDITORS, IF ANY:

No fraud has been reported by auditors under section 143 (12)
of the companies act 2013.

RESERVES

During the year under review, The Board of Directors of the
Company has not recommended for transfer of any amount to
the Reserve from surplus for the Financial Year ended March 31,
2025. An amount of 32197.62 Lakhs (previous year 23876.31
Lakhs) is proposed to be held as Retained Earnings.

DIVIDEND & DIVIDEND POLICY

After considering earnings, requirement for funds and with
the objective of rewarding the Shareholders, the Board has
recommended final dividend of 5% being Rs. 0.50 per equity
share of Rs. 10/- each for the financial year 2024-25, subject to
approval at the ensuing Annual General Meeting.

The Dividend payout for the Financial Year under review is in
accordance with the Company’s Dividend Distribution Policy.

In terms of Regulation 43A of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Dividend Distribution Policy of the
Company is made available on the website of the Company. The
same can be accessed on http://www.krishnaphoschem.com

DEPOSITS:

During the year, the Company has not accepted deposits from
the public under section 73 chater V of the Companies Act, 2013.

NO DEFAULT:

The company has not defaulted in payment of interest and/or
repayment of loan to any of the financial institutions and/or bank.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of the date of this report the Company’s Board comprised
of 8(Eight) Directors viz., 2(Two) Non-Executive Independent
Directors; 2 (Two) Women Independent Non-Executive Director,
1 (One) Promoter and Managing Director, 1 (One) Whole time
Director and CFO, and a 2(Two) Promoter and Non-Executive
Director. The Chairman of the Board is also Promoter Non -
Executive Director.

Retirement by Rotation

In accordance with provisions of Companies Act, 2013
and company’s Articles of Association, Mr. Pankaj Ostwal
(DIN: 02586806), Director of the Company, retire by
rotation and being eligible, offers himself for re¬
appointment.

Key Managerial Personnel

Mr. Praveen Ostwal, Managing Director of the Company, Mr.
Sunil Kothari, Whole Time Director & Chief Financial Officer
and Mr. Ankit Mundra, Company Secretary & Compliance
Officer of the Company (Resigned w.e.f 17.12.2024) and Mr.
Anil Sharma Company Secretary & Compliance Officer of the
Company (appointed w.e.f 17.12.2024) were designated as Key
Managerial Personnel of the Company pursuant to Section 203
of the Companies Act, 2013.

POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION AND OTHER DETAILS

The policy on appointment of directors, remuneration and other
matters provided in Section 178(3) of the Act has been disclosed
in the Corporate Governance Report, which is a part of this
report and is also available on the Company’s website at http://
www.krishnaphoschem.com.

DECLARATION OF INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each
Independent Director under Section 149(7) of the Companies Act,
2013, to the effect that they meet the criteria of independence laid
down in Section 149(6) of the Companies Act, 2013. The terms
and conditions for appointment of the Independent Directors are
incorporated on the website of the Company.

The Board is of the opinion that the Independent Directors of
the Company possess requisite qualifications, experience and
expertise and that they hold highest standards of integrity

NUMBER OF MEETING OF BOARD OF DIRECTORS:

The Board of Directors duly met 12 (Twelve) times on 22nd
April 2024, 11th May 2024, 20th June 2024, 29th July 2024,
17th August 2024, 26th September 2024, 15th October 2024,
17th December 2024, 15th January 2025, 10thFebruary 2025,
25th February 2025 and 25th Marh, 2025 in the Financial
Year 2024-25 in respect of each meetings, proper notices
were given and the proceedings were properly recorded
and signed in the Minutes Book maintained for the purpose.
The details of Board Meetings and the attendance of the
Directors there at are provided in the Corporate Governance
Report. The intervening time gap between two consecutive
Meetings of the Board was within the limit prescribed under
the Companies Act, 2013.

INSOLVENCY AND BANKRUPTCY CODE & ONE¬
TIME SETTLEMENT

The company does not make any application under the
Insolvency and Bankruptcy Code, 2016 and There is no
proceeding pending against the Company under the Insolvency
and Bankruptcy Code, 2016 (IBC Code).

Further, there has not been any instance of one-time settlement
of the Company with any bank or financial institution.

PARTICULARS OF EMPLOYEES

The information required pursuant to the Section 197(12) of
the Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of ratio of remuneration of each
director to the median remuneration of the employees
of the Company is provided in Annexure III forming part
of this report.

ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARN-INGS AND OUTGOING

The details as required under section 134 (3) (m) of the
Companies Act, 2013 read with the Rule 8 of Companies
(Account) Rule, 2014 for conservation of Energy, Technology
Absorption and Foreign Exchange earnings and outgo are given
in Annexure IV forming part of this report.

PARTICULAR OF LOAN, GUARANTEE AND
INVESTMENT UNDER SECTION 186:

The information required for loans given, investment made or
guarantee given or security provided under section 186 of the
Companies Act, 2013 read with the rule 11 of Companies (Meetings
of Board and its power) Rule, 2014 is given in Annexure V forming
part of this report and also provided in the financial statement of
the Company (please refer Notes of the balance sheet).

RISK MANAGEMENT POLICY :

Proper Risk Management Practices have been followed for the
purpose of risk identification, analysis, response planning, and
monitoring, controlling, and reporting. Although, all risks cannot
be eliminated, but mitigation and contingency plans have been
developed to lessen their impact if they occur.

The Company has constituted a Risk Management Committee,
as per the details set out in the Corporate Governance Report.
The Company has formulated a Risk Management Policy
to ensure risks associated with the business operations are
identified and risk mitigation plans put in place. Details of the key
risk associated with the business are given in the Management
Discussion and Analysis Report.

COMPLIANCE WITH THE SECRETARIAL
STANDARDS:

The Company is in compliance with the Secretarial Standards
issued by the Institute of Company Secretaries of India
(ICSI), as applicable.

RELATED PARTY TRANSACTION UNDER SECTION
188

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 during the financial
year which were in the conflict of interest of the company.

Information on transactions with related parties pursuant to
Section 134(3)(h) of the Act read with rule 8(2) of the Companies
(Accounts) Rules, 2014 are given in Annexure VI in Form AOC-2
and the same forms part of this report.

Related party transactions as required under the Indian
Accounting Standards are disclosed in Notes to the financial
statements of the Company for the financial year ended March
31,2025. The Policy on Related Party Transaction is available
on the Company's website at http://www.krishnaphoschem.com.

CORPORATE GOVERNANCE AND MANAGEMENT
DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis
Report, as required pursuant to the SEBI ((Listing Obligations &
Disclosure Requirements) Regulations, 2015, is provided in Annexure
VII and Annexure VIII respectively forming part of this report.

BOARD EVALUATION:

Pursuant to the relevant provisions of the Companies Act, 2013
and the Listing regulations, the Board has carried out an annual
performance evaluation of its own, working of its Committees
and the Directors. The Nomination and Remuneration
Committee has carried out evaluation of every Director. The
Independent Directors evaluated performance of the Non¬
Independent Directors, the Board as whole and the Chairperson
of the Company.

COMMITTEES OF BOARD:

The Board of Directors of your Company has constituted the
following committees in terms of the provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosures
Requirements), Regulation, 2015:

AUDIT COMMITTEE DISCLOSURE UNDER
SECTION 177:

The Audit Committee of the Company consists of 2 Independent
Directors and 1 Executive Director.

The Chairman of the Audit Committee is financially literate
and majority of them having accounting or related financial
management experience. Company Secretary acts as Secretary
to the Committee.

The following Directors are the members of Audit Committee.

(1) Mrs. Priyanka Surana Chairman

(2) Mrs. Shruti Babel Member

(3) Mr. Sunil Kothari Member

During the year the Committee had 4 Meetings i.e. on 11th May
2024, 29th July 2024, 15th October 2024 and 15th January 2025.

The committee has been reconstituted w.e.f.26.09.2024 in which
Mrs. Priyanka Surana designated as chairman from member and
Mrs. Shruti Babel joined as a member in place of Mr. Pradeep
Agarwal who ceased to be member of the committee.

NOMINATION & REMUNERATION COMMITTEE
DISCLOSURE UNDER SECTION 178:

In pursuant to the provisions of section 178 (4) of the Companies
Act, 2013, Nomination and Remuneration Policy recommended
by the Nomination and Remuneration committee is duly approved
by the Board of Directors of the Company. Policy is disclosed on
the website of the Company http://www.krishnaphoschem.com

The following Directors are the members of Nomination and
Remuneration Committee.

(1) Mrs. Priyanka Surana Chairman

(2) Mr. Gopal Inani Member

(3) Mrs. Shruti Babel Member

The Committee meets Four times in the year and also as and
when any remuneration is to be fixed for any Director /Managing
Director and Key Managerial Personnel. During the year the
Committee had 4 Meetings i.e. on 11th May 2024, 29th July
2024 , 17th December 2024 and 15th January 2025.

The committee has been reconstituted w.e.f.26.09.2024 in which
Mrs. Priyanka Surana designated as chairman from member and
Mrs. Shruti Babel joined as a member in place of Mr. Pradeep
Agarwal who ceased to be member of the committee.

INDEPENDENT DIRECTORS MEETING:

The following are the members of independent
directors committee:

(1) Mr. Gopal Inani Chairman

(2) Mrs. Priyanka Surana Member

(3) Mr. Bheru Lal Ostwal Member

(4) Mrs. Shruti babel Member

During the year one Independent Directors Meeting were held
on 18th March 2025.

STAKEHOLDER RELATIONSHIP COMMITTEE:

The following Committee of Directors looks after the
Investor Grievances:

(1) Mrs. Shruti babel Chairman

(2) Mr. Gopal Inani Member

(3) Mr. Sunil Kothari Member

During the year the 3 Stakeholder Relationship Committee
Meetings were held on 11th May 2024, 29th July 2024 and 15
th January 2025 the complaints received and their disposal
has been reviewed.

The committee has been reconstituted w.e.f. 26.09.2024 in
which Mrs. Shruti Babel joined as a member and designated
as chairman in place of Mr. Pradeep Agarwal who ceased to be
member of the committee.

CORPORATE SOCIAL RESPONSIBILITY:

In pursuant to the provisions of section 135 and schedule VII
of the Companies Act, 2013, CSR Committee of the Board of
Directors was formed to recommend (a) the policy on Corporate
Social Responsibility (CSR) and (b) implementation of the CSR
Projects or Programs to be undertaken by the Company as
per CSR Policy for consideration and approval by the Board
of Directors. CSR Policy is disclosed on the website of the
Company viz. http://www.krishnaphoschem.com.

As per provision of new enacted Company Act, 2013, the Board
of Directors have framed Corporate Social Responsibilities
Committee having the following members: -

(1) Mr. Sunil Kothari Chairman

(2) Mr. Gopal Inani Member

(3) Mrs. Shruti Babel Member

The committee has been reconstituted w.e.f.26.09.2024 in which
Mr Sunil Kothari designated as chairman from member and
Mrs. Shruti Babel joined as a member in place of Mr. Pradeep
Agarwal who ceased to be member of the committee.

Our Company considers social responsibility as an integral part
of its business activities and endeavors to utilize allocable CSR
budget for the benefit of society.

Krishana Phoschem Limited (KPL) contributed immensely to
help the marginalized sections of the society.

Your company as part of its responsibility towards society has
been taking welfare measures from time to time.

During the year the Committee had 2 Meetings i.e., on 30th
September 2024 and 31st March 2025.

The CSR Report for the financial year ended on March 31st,
2025 is provided in Annexure IX forming part of this report.

RISK MANAGEMENT COMMITTEE:

The Board of Directors of the Company have constituted a
Risk Management Committee to inter-alia, assist the Board
in overseeing the responsibilities with regard to identification,
evaluation and mitigation of operational, strategic and external
environmental risks.

The following Directors are the members of Risk
Management Committee.:

(1) Mrs. Priyanka Surana Chairman

(2) Mr. Sunil Kothari Member

(3) Mrs. Shruti Babel Member

During the year the 3 Risk Management Committee
Meetings were held on 10th April 2024, 29th July-2024 and
15th January 2025.

The committee has been reconstituted w.e.f.26.09.2024 in which
Mrs. Shruti Babel joined as a member in place of Mr. Pradeep
Agarwal who ceased to be member of the committee.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

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

The whistle Blower Policy has been uploaded on the website of
the Company (www.krishnaphoschem.com).

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments,
affecting the financial position of the Company which have
occurred between the end of the financial year of the Company to
which the financial statements relate and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS

No significant and material orders have been passed by the
regulators or Courts or Tribunals which impact the going concern
status of your Company and the Company’s operations in future.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE
COMPANY:

The Company does not have any Subsidiary, Joint Venture and
Associate Company.

CREDIT RATINGS:

During financial Year 2024-25 CRISIL Rating has assigned
overall Credit Ratings in respect of borrowings availed by the
Company as ‘CRISIL A/Stable’,(reaffirmed)

DISCLOSURE UNDER 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 requirement of The Sexual Harassment of Women
at the Workplace (Prevention, Prohibition and Redressal) Act,
2013. Internal Complaints Committee (ICC) has been set up to
redress complaints received regarding sexual harassment. All
employees (permanent, contractual, temporary, trainee) are
covered under this policy.

The following is a summary of sexual harassment complaints

received and disposed off during the year 2024-25.

No. of complaints received: Nil

No. of complaints disposed off: Nil

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3) (c) & 134

(5) of the Companies Act, 2013 with respect to Directors

Responsibility Statement, it is hereby confirmed that:

(a) In the preparation of the annual accounts for the Financial
Year ended 31st March, 2025, the applicable accounting
standards had 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 the year under review;

(c) The directors had taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding
the assets of the company and for preventing and detecting
fraud and other irregularities;

(d) The directors had prepared the annual accounts for
the financial year ended 31st March, 2025 on a going
concern basis;

(e) That the Directors had laid down internal financial
controls to be followed by the company and that such
internal financial controls are adequate and were
operating effectively.

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

HEALTH, SAFETY, QUALITY AND ENVIRONMENTAL
PROTECTION

Your Company is ISO 9001:2015 certified and maintains high
quality of product and processes. The quality assurance is
ensured at all stages of manufacturing processes, maintenance
and support services. Quality reviews are regularly conducted
and feedback from end users (farmers) is accorded utmost
importance. Sophisticated instruments are in place for monitoring
of critical quality parameters.

ACKNOWLEDGEMENT

Your Directors wish to place on record their grateful appre¬ciation
for the co-operation and assistance received from Share Holders,
Customers, Banks, Financial Corporations, various Government
Authorities for their whole hearted support. Your Directors
also recognize and appreciate the efforts and hard work of all
employees of the company and their continued contribution to
company’s progress.

For and on Behalf of the Board of Directors

Praveen Ostwal Sunil Kothari

Date: 06.05.2025 (Managing Director) (Whole time Director & CFO)

Place: Bhilwara (DIN: 00412207) (DIN: 02056569)