Date: 30.05.2026

Compliance Overview

The Annual Secretarial Compliance Report for Agro Phos (India) Limited for the financial year ended 31st March 2026 was prepared by M/s NPG & Co., Practicing Company Secretaries. The report confirms that the company has generally complied with applicable statutory provisions under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and has proper Board processes and compliance mechanisms in place.

Specific Regulatory Deviations and Actions

1. Delayed Submission of Financial Results

  • Regulation Violated: Regulation 33(3)(a) of SEBI (LODR) Regulations, 2015
  • Details: The company delayed submission of quarterly and yearly financial results for the period ended 31st March 2025 by 4 days
  • Action by NSE: Imposed penalty of ₹23,600
  • Payment Details: Paid via UTR NEFT/AXISPO068956E47/D/93/NATIONALSTOCKEXC/IBKL0001000 on 11.07.2025
  • Management Response: Delay attributed to unavailability of an auditor from associate company Shri Tulsi Phosphate Limited, which resulted in delayed submission of Consolidated Financial Statements

2. Prior Intimation on Dividend Recommendation

  • Regulation Violated: Regulation 29(1)(e) of SEBI (LODR) Regulations, 2015
  • Details: The company failed to give prior intimation to the Exchange regarding recommendation of dividend in the Board Meeting held on September 06, 2025
  • Action by NSE: Imposed penalty of ₹11,800 (after TDS deduction of ₹1,000)
  • Payment Details: Paid via UTR NEFT/AXISPO0733995534/E/73/NATIONALSTOCKEXC/IBKL0001000 on 27.10.2025
  • Management Response: The dividend agenda was considered as an additional item based on a suggestion by one of the directors, which was inadvertent

3. Delay in Submission of AGM Proceedings

  • Regulation Violated: Regulation 30(6)(ii) of SEBI (LODR) Regulations, 2015
  • Details: The Annual General Meeting held on 30th September 2025 concluded at 2:30 PM, but proceedings were submitted to the Stock Exchange on 1st October 2025 at 1:47 PM, resulting in delayed submission
  • Management Response: There was an inadvertent misinterpretation of the prescribed time frame (construed as 24 hours instead of 12 hours). Necessary internal measures have been instituted to ensure strict compliance with prescribed regulatory timelines going forward.

4. Related Party Transaction Compliance

  • Regulation Violated: Regulation 23(9) of SEBI (LODR) Regulations, 2015
  • Details:
  • The company took approval for related party transaction of ₹10.08 Crores
  • However, total value of related party transactions with Shri Tulsi Phosphate Limited was ₹12.77 Crore
  • The additional transaction of ₹2.69 Crore was not approved by the Audit Committee meeting held on 30.05.2024
  • Delayed submission of disclosure of Related Party Transactions for half year ended 31st March 2025 by 7 days
  • Action by NSE: Fine was imposed but subsequently waived upon application by the company
  • Remedial Action: The company has obtained an undertaking that it shall obtain shareholder approval for ratification of full amount of Related Party Transactions entered into with Shri Tulsi Phosphate Limited during FY 2024-25 amounting to ₹12.77 Crore at the Next General Meeting

5. Corporate Governance Report Non-Compliance

  • Regulation Violated: Regulation 27(2) of SEBI (LODR) Regulations, 2015
  • Observations:
  • One-third/Half of the board was not Independent after 29th May 2025
  • No Woman Director on the Board after 29th May 2025
  • Number of board members was less than six after 29th May 2025
  • Remedial Action:
  • Ms. Maya Vishwakarma was appointed as Additional Non-Executive Independent Director on 14th August 2025
  • The company clarified that based on its market capitalization as on 31st December 2024, the provision regarding minimum of six directors under Regulation 17(1)(c) of SEBI (LODR) Regulations, 2015 is not applicable

6. Delay in XBRL Submission of Annual Report

  • Regulation Violated: Regulation 34 of SEBI (LODR) Regulations, 2015
  • Details: The company did not timely submit Annual Report for Financial Year 2024-25 in XBRL mode, though it was submitted in PDF form
  • Status: The company subsequently submitted the annual report in XBRL mode on the portal on 13.01.2026
  • Management Response: The instance was purely procedural and inadvertent in nature

Board Composition Correction

An inadvertent error occurred while selecting the category of director Ms. Maya Vishwakarma in the filing for the quarter ended September 2025. She was mistakenly selected as "Non Executive - Non Independent Director" instead of the correct category "Non Executive Independent Director". The revised Integrated Corporate Governance Report was filed on 11th November, 2025 with the correct category and updated composition.

Previous Year Observations Remedied

The report notes that observations from the previous year's secretarial compliance report (for year ended 31st March 2025) have been addressed:

  • A delay of two days in submitting the Annual Report was noted last year, for which the company paid a penalty of ₹4,320 on 20.12.2024
  • A delay of two days in submitting Financials Statement for the quarter of 30th June 2024 was noted last year, for which the company paid a penalty of ₹10,800 on 13.11.2024

Auditor Compliance

The report confirms compliance with SEBI Circular CIR/CFD/CMD1/114/2019 dated 18th October 2019 regarding resignation of statutory auditors. No statutory auditor resignation occurred during the review period.

General Compliance Status

The report affirms compliance with:

  • Applicable Secretarial Standards issued by ICSI
  • Timely adoption and updation of all applicable policies under SEBI Regulations
  • None of the Directors are disqualified under Section 164 of Companies Act, 2013
  • Proper preservation and maintenance of documents as per SEBI Regulations
  • Performance evaluation of Board, Independent Directors and committees conducted
  • Disclosure of events or information under Regulation 30 with Schedule III of SEBI LODR Regulations
  • Compliance with Regulation 3(5) & 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015