==> picture [63 x 81] intentionally omitted <==

30[th] April, 2025

To, National Stock Exchange of India Limited Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E) MUMBAI - 400 051

To, BSE Limited Floor 25, Phiroze Jeejeebhoy Towers, Dalal Street MUMBAI - 400 001

Dear Sir/Madam,

Company's Scrip Code in BSE : 543530 Company’s Symbol in NSE : PARADEEP ISIN : INE088F01024

Sub: Notice of meeting to the Unsecured Creditors of Paradeep Phosphates Limited (‘Company’ or ‘Transferee Company’) pursuant to the directions of the Hon’ble National Company Law Tribunal, Cuttack Bench, vide its order dated 25th April 2025 (‘NCLT Convened Meeting’).

Ref.: Company Application No. C.A. (CAA) NO. 4/CB/2025 with respect to the proposed Scheme of Arrangement amongst Mangalore Chemicals & Fertilizers Limited (NonApplicant Company/ Transferor Company) and Paradeep Phosphates Limited (Applicant Company / Transferee Company) and their respective shareholders and creditors (‘Scheme’).

Notice is hereby given in terms of section 230(3) of the Companies Act, 2013, that pursuant to the directions of the Hon’ble National Company Law Tribunal, Cuttack Bench, vide its order dated 25th April 2025, a meeting of the Unsecured Creditors of the Company shall be held through Video Conferencing (‘VC’) / other audio visual means (‘OAVM’) as under:

NCLT Convened Meeting of the Unsecured Creditors of the Company	NCLT Convened Meeting of the Unsecured Creditors of the Company
Day	Monday
Date	June 02, 2025
Time	2:00 pm (IST)
Mode of meeting	Through video conferencing/ other audio-visual means (“VC/OAVM”)
Cut-off date for e-voting	Friday, 31stJanuary 2025
Remote e-voting start date and time	Wednesday, 28thMay 2025 9:00 AM (IST)
Remote e-voting end date and time	Sunday, 1stJune 2025 5:00 PM (IST)

The instructions for attending the meeting through VC / OAVM, remote e-voting and e-voting have been set out in the Notice of the NCLT Convened Meeting.

PARADEEP PHOSPHATES LIMITED

CIN No.: L24129OR1981PLC001020 Corporate Office : Adventz Center, 3[rd] Floor, No. 28, Union Street, Off Cubbon Road, Bengaluru- 560001 Tel : + 91 80 46812500/555 Email : [email protected]

Registered office : Bayan Bhawan, Pandit J N Marg, Bhubaneswar - 751001 Tel: +0674 666 6100 Fax: +0674 2392631 www.paradeepphosphates.com

==> picture [63 x 81] intentionally omitted <==

An unsecured creditor, whose name is appearing in the Chartered Accountant’s certificate certifying the list of unsecured creditors of the Company as on cut-off date i.e., Friday, 31[st] January 2025 shall only be entitled to exercise his/her/its voting rights on the resolution proposed in the notice and attend the meeting of the unsecured creditors. Voting rights of an unsecured creditor shall be in proportion of the outstanding amount due by the Company as per its books as on the cut-off date, i.e., Friday, 31[st] January 2025.

We enclose herewith, a copy of the Notice of the NCLT Convened Meeting of the unsecured creditors of the Company along with the Explanatory Statement under Sections 230 to 232 read with Section 102 and other applicable provisions of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable SEBI Circulars.

Notice of NCLT Convened Meeting along with accompanying documents are also available on the Company's website: https://www.paradeepphosphates.com/investors/scheme-of-arrangement

We request you to take the same on record.

Thanking you,

Yours faithfully,

For and on behalf of Paradeep Phosphates Limited

Sachin Digitally signed by Sachin Shankar Shankar Patil Date: 2025.04.30 _______ Patil 20:19:09 +05'30' Sachin Patil Company Secretary ACS31286

Encl: As above

PARADEEP PHOSPHATES LIMITED

CIN No.: L24129OR1981PLC001020

Corporate Office : Adventz Center, 3[rd] Floor, No. 28, Union Street, Off Cubbon Road, Bengaluru- 560001 Tel : + 91 80 46812500/555 Email : [email protected]

Registered office : Bayan Bhawan, Pandit J N Marg, Bhubaneswar - 751001 Tel: +0674 666 6100 Fax: +0674 2392631 www.paradeepphosphates.com

NOTICE CONVENING MEETING OF THE UNSECURED CREDITORS OF PARADEEP PHOSPHATES LIMITED (PURSUANT TO THE ORDER PASSED BY THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, CUTTACK BENCH DATED 25[th] APRIL 2025)

	Meeting
Day	Monday
Date	02ndJune 2025
Time	2:00 PM (IST)
Mode of meeting	Through video conferencing/ other audio-visual means
	(“VC/OAVM”)
Cut-off date for e-voting	Friday, 31stJanuary 2025
Remote e-voting start date and time	Wednesday, 28thMay 2025 9:00 AM (IST)
Remote e-voting end date and time	Sunday, 1stJune 2025 5:00 PM (IST)

I N D E X

S.	Contents	Annexure No.	Page
No.			No.
1.	Notice convening meeting of the unsecured creditors of	-	1
	Paradeep Phosphates Limited
2.	Explanatory statement under Sections 230 and 232	-	14
	read with Section 102 and other applicable provisions
	of the Companies Act, 2013 (“Act”) and Rule 6 of the
	Companies (Compromises, Arrangements and
	Amalgamations) Rules, 2016
3.	Order of the Hon’ble National Company Law Tribunal,	Annexure 1	A-1
	Cuttack Bench, dated 25thApril 2025.
4.	Certified true copy of the Scheme	Annexure 2	A-16
5.	Audited standalone financial statements of the	Annexure 3	A-43
	Transferee Company for the period ended 31stMarch
	2024.
6.	Unaudited standalone financial results of the	Annexure 4	A-104
	Transferee Company for the quarter and six months
	ended 30thSeptember 2024.
7.	Audited financial statements of the Transferor	Annexure 5	A-116
	Company for the period ended 31stMarch 2024.
8.	Unaudited financial results of the Transferor Company	Annexure 6	A-179
	for the quarter and six months ended 30thSeptember
	2024.
9.	Reports adopted by the Board of Directors of the	Annexure 7	A-185
	Transferee Company and the Transferor Company

S.	Contents	Annexure No.	Page
No.			No.
	pursuant to Section 232(2)(c) of the Act.
10.	Valuation Report dated 7thFebruary 2024 and 25th	Annexure 8	A-201
	November 2024 jointly issued by M/s SSPA & Co.,
	Chartered Accountants and Mr. Pawan Shivkumar
	Poddar, the independent registered valuers for the
	proposed Scheme.
11.	Fairness Opinion dated 7thFebruary 2024 and 25th	Annexure 9	A-243
	November 2024, issued by M/s Inga Ventures Private
	Limited, a Category I SEBI registered merchant banker
	on the share exchange ratio for the proposed Scheme.
12.	Report of the Audit Committee of the Transferee	Annexure 10	A-257
	Company on the Scheme.
13.	Report of the Independent Directors of the Transferee	Annexure 11	A-271
	Company on the Scheme.
14.	Certificate from the statutory auditors of the Transferee	Annexure 12.1 &	A-284
	Company to the effect that the accounting treatment	12.2 respectively
	proposed in the Scheme is in conformity with the
	accounting standards prescribed under Section 133 of
	the Act.
	Certificate from the statutory auditors of the Transferor
	Company certifying that no accounting treatment is
	required in the books of the Transferor Company.
15.	Observation Letter dated 27thFebruary 2025 of BSE	Annexure 13	A-290
	Limited (BSE) issued to the Transferee Company.
16.	Observation Letter dated 28thFebruary 2025 of	Annexure 14	A-293
	National Stock Exchange of India Limited (NSE)
	issued to the Transferee Company.
17.	Declaration from the Transferee company confirming	Annexure 15	A-296
	that there are no ongoing adjudication, recovery
	proceedings, prosecution initiated and other
	enforcement action taken against the Transferee
	Company, its promoters and directors
18.	Complaint Report submitted by the Transferee	Annexure 16.1 &	A-297
	Company to BSE and NSE respectively.	16.2 respectively
19.	Additional documents (as per observation letters issued
	by the stock exchanges):
	a) Details of (pre & post Scheme) assets and liabilities	Annexure 17	A-302
	of Transferee Company and Transferor Company;
	b) Valuation methods, rationale and assumptions	Annexure 8	A-201

S.	Contents	Annexure No.	Page
No.			No.
	considered for arriving at the share exchange ratio;
	c) Rationale & synergies of the Scheme and its impact	Annexure 10	A-257
	on the public shareholders;
	d) Impact, if any, of the liabilities of Transferor	Not Applicable
	Company on the business of Transferee Company
	post scheme of arrangement; and
	e) Details of complaints received, if any, along with	Annexure 16.1 &	A-297
	the response of the Transferee Company for	16.2
	resolution of complaints.
20.	Certified true copy of the resolution passed by the	Annexure 18	A-305
	Board of Directors of the Transferee Company and the
	Transferor Company for Scheme approval.

[The Notice of the Meeting, Explanatory Statement and Annexure 1 to Annexure 18 (Page No. A-1 to A-315 ) constitute a single and complete set of documents and should be read in conjunction with each other, as they form an integral part of this document.]

FORM NO. CAA.2

[Pursuant to Section 230(3) of the Companies Act, 2013 and Rules 6 and 7 of Companies (Compromise Arrangement and Amalgamation) Rules, 2016]

IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF PARADEEP PHOSPHATES LIMITED

AND

IN THE MATTER OF COMPOSITE SCHEME OF ARRANGEMENT AMONGST

MANGALORE CHEMICALS & FERTILIZERS LIMITED

(“TRANSFEROR COMPANY”)

AND

PARADEEP PHOSPHATES LIMITED

(“COMPANY” OR “TRANSFEREE COMPANY” OR “APPLICANT COMPANY”)

AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS (“SCHEME”)

PARADEEP PHOSPHATES LIMITED (CIN: L24129OR1981PLC001020)

(PAN: AABCP3276D)

A company incorporated under the Companies Act, 1956, having its registered office at 5th Floor, Odisha State Handloom Weavers’ CoOperative Building, Pandit J.N Marg, Bhubaneswar, Odisha, India - 751 001

Represented by Mr. Sachin Shankar Patil, Authorised Signatory (Company

Secretary)

... APPLICANT COMPANY / TRANSFEREE COMPANY

MANGALORE CHEMICALS & FERTILIZERS LIMITED

(CIN: L24123KA1966PLC002036)

(PAN: AABCM3599G)

A company incorporated under the Companies Act, 1956, having its registered office at Level-11, UB Tower, UB City, 24, Vittal Mallya Road, Bengaluru, Karnataka, India - 560 001

Represented by Mr. Vighneshwar G Bhat, Authorised Signatory (Company

Secretary)

… NON-APPLICANT COMPANY / TRANSFEROR COMPANY

NOTICE CONVENING THE MEETING OF THE UNSECURED CREDITORS

To the Unsecured Creditors of Paradeep Phosphates Limited

NOTICE is hereby given that by an order dated 25[th] April 2025 (the “Order” ), the Hon’ble National Company Law Tribunal Bench at Cuttack ( “Hon’ble NCLT” ), has directed inter alia , that a meeting be convened and held of the unsecured creditors of Paradeep Phosphates Limited (herein after mentioned as “ the Company ” or “ Transferee Company ” or “ Applicant Company ”), for the purpose of considering, and if thought fit, approving with or without modification, the composite scheme of arrangement proposed to be made amongst Paradeep Phosphates Limited (Applicant Company/Transferee Company) and Mangalore Chemicals & Fertilizers Limited (Non-Applicant Company /Transferor Company) and their respective shareholders & creditors (hereinafter mentioned as the “ Scheme ”).
In pursuance of the said Order and as directed therein and in compliance with the applicable provisions of the Act and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations ”), further notice is hereby given that a meeting of unsecured creditors of the Company will be held on Monday, 02[nd] June 2025 02:00 PM (IST) through video conferencing (“ VC ”)/ other audio visual means (“ OAVM ”) to consider, and if thought fit, to pass the following resolution for approval of the Scheme by requisite majority, as prescribed under Section 230(6) of the Act:

“ RESOLVED THAT in accordance with the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, the National Company Law Tribunal Rules 2016 and any other applicable provisions of the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the rules including the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, circulars and notifications made thereunder and the Securities and Exchange Board of India (“ SEBI ”) (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions of the regulations and guidelines issued by SEBI (as amended from time to time), read with the Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20[th] June 2023 issued by the SEBI and other circulars/guidelines issued by SEBI as may be applicable to the scheme of arrangement from time to time, the observation letters dated 27[th] February 2025 and 28[th] February 2025 issued by BSE Limited and National Stock Exchange of India Limited respectively and as approved by Competition Commission of India (CCI) vide letter dated 30[th] July 2024 and all other provisions of the applicable laws, or any amendments thereto or modifications thereof, the Memorandum and Articles of Association of the Company, and subject to the approval of the Hon’ble NCLT and such other approvals as may be necessary or as may be directed by the Hon’ble NCLT or by any regulatory or other authorities, while granting such approvals, permissions and sanctions, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by any of them while granting such approvals, permissions and sanctions, which may be

agreed to by the Board of Directors of the Company (hereinafter referred to as the “ Board ”, which term shall be deemed to mean and include one or more Committee(s) constituted/to be constituted by the Board or any person(s) which the Board may nominate to exercise its powers including the powers conferred by this resolution), the Composite Scheme of Arrangement amongst Mangalore Chemicals & Fertilizers Limited and Paradeep Phosphates Limited and their respective shareholders & creditors ( “Scheme”) placed before this meeting, be and is hereby approved.

RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution and for removal of any difficulties or doubts, the Board, be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion, deem desirable, necessary, expedient, usual or proper, and to settle any questions or difficulties or doubts that may arise, including passing of such accounting entries and / or making such adjustments in the books of accounts, transfer/vesting of such assets and liabilities as considered necessary to give effect to the above resolution, settling of any questions or difficulties arising under the Scheme or in regard to and of the meaning or interpretation of the Scheme or implementation thereof or in any matter whatsoever connected therewith, or to review the position relating to the satisfaction of various conditions of the Scheme and if necessary, to waive any of those, and to make modifications, amendments, revisions, edits and all other actions as may be required to finalize the Scheme and do all acts, deeds and things as may be necessary, desirable or expedient for carrying the Scheme into effect or to carry out such modifications/directions as may be required and/or imposed and/or permitted by the NCLT while sanctioning the Scheme, or by any governmental authorities, to do and perform and to authorize the performance of all such acts and deeds which are necessary or advisable for the implementation of the Scheme and upon the sanction of the Scheme by, amongst others, the NCLT and/or SEBI and/or any other regulatory/Government authorities, to implement and to make the Scheme effective, without any further approval of the Board or to approve withdrawal (and where applicable, re-filing) of the Scheme at any stage for any reason including in case any changes and/or modifications are suggested/ required to be made in the Scheme or any condition suggested, required or imposed, whether by any shareholder and/or creditor of the Company, the SEBI, the NCLT, and/or any other authority, are in its view not acceptable to the Company, and/or if the Scheme cannot be implemented otherwise, and to do all such acts, deeds and things as it may deem necessary and desirable in connection therewith and incidental thereto, to approve and authorize execution of any agreements, deeds, documents, declarations, affidavits, writings, etc. (including any alterations or modifications in the documents executed or to be executed), whether or not under the Common Seal of the Company, as may be required from time to time in connection with the Scheme.”

TAKE FURTHER NOTICE that the unsecured creditors shall have the facility and option of voting on the resolution for approval of the Scheme either by casting their votes through remote e-voting or by e-voting at the Meeting during the respective voting period stated below:

Manner of voting	Manner of voting	Commencement of voting	End of voting
Remote e-voting		Wednesday, 28thMay 2025	Sunday, 01stJune 2025 5:00 PM (IST)
		9:00 AM (IST)
E-voting at	the	Monday, 02ndJune 2025	As per the instructions	of the
Meeting		2:00 PM (IST)	Chairperson appointed for the	meeting

The remote e-voting and e-voting at the Meeting shall not be allowed beyond the respective voting period, as stated above. Unsecured creditors may exercise their votes in only one mode i.e., either by remote e-voting or by e-voting at the Meeting. Unsecured creditors attending the meeting who have not cast vote(s) by remote e-voting will be able to vote electronically by following the “Instructions for e-voting” whereas unsecured creditors who have cast their vote(s) by remote e-voting may also attend the Meeting but shall not be entitled to cast their vote(s) again at the Meeting.

The remote e-voting period has been determined as per the provisions of Section 108 of the Companies Act, 2013 and other applicable provisions of the Act read with Rule 20 of Companies (Management and Administration) Rules, 2014 as amended; and Regulation 44 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (‘Listing Regulations’).

An unsecured creditor, whose name is appearing in the Chartered Accountant’s certificate certifying the list of unsecured creditors of the Company as on cut-off date i.e., Friday, 31[st] January 2025 shall only be entitled to exercise his/her/its voting rights on the resolution proposed in the notice and attend the meeting of the unsecured creditors. Voting rights of an unsecured creditor shall be in proportion of the outstanding amount due by the Company as on the cut-off date i.e., Friday, 31[st] January 2025. The value and number of unsecured creditors shall be in accordance with the books / records maintained by the Company. A person who is not an unsecured creditor as on the cut-off date, should treat the Notice for information purpose only.
The Hon’ble NCLT has appointed Mr. Satya Smruti Mohanty, Advocate as the chairperson and Mr. Bishwajyoti Pattnaik, Practicing Chartered Accountant, as the scrutinizer of the said Meeting. The above-mentioned scheme of arrangement, if approved by the meeting, will be subject to the subsequent approval of the Hon’ble NCLT and such approvals, permissions and sanctions of regulatory or other authorities, as may be necessary.
The Company has engaged the services of Central Depository Services (India) Limited (‘CDSL’) as the agency for providing the platform for both remote e-voting prior to the Meeting and e-voting during the Meeting.
The voting results shall be declared by the Chairperson of the Meeting within two (2) working days from the conclusion of the Meeting and the same shall be displayed on the Notice Board of the Company at its registered office and posted on the websites of the

Company at https://www.paradeepphosphates.com/investors/scheme-of-arrangement and Central Depository Services (India) Limited (‘CDSL’) at http://www.evotingindia.com/. The results shall also be forwarded to the BSE Limited (‘ BSE ’) and National Stock Exchange of India Limited (‘ NSE ’), where the Company’s shares are listed.

The Scrutinizer shall, after the conclusion of the Meeting, submit a consolidated Scrutinizer’s report of the total votes cast in favor and against the resolution and invalid votes, if any and submit the same to the Chairperson of the Meeting or a person authorized by Chairperson in writing who shall countersign the same.
The resolution for approval of the Scheme shall be deemed to have been duly passed on the date of the Meeting i.e., Monday, 02[nd] June 2025, if majority in number representing threefourths in value of the unsecured creditors of the Company cast their votes in favour of the resolution as aforesaid, pursuant to Section 230(6) of the Act.
A copy of the Explanatory Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the Scheme and the other Annexures as indicated in the Index are enclosed herewith. A copy of this Notice and the Explanatory Statement together with the accompanying documents are also placed on the websites of the Company at https://www.paradeepphosphates.com/investors/scheme-of-arrangement, Central Depository Services (India) Limited (CDSL) at http://www.evotingindia.com/, BSE at https://www.bseindia.com/ and NSE at https://www.nseindia.com/.

Sd/-

Satya Smruti Mohanty Chairperson appointed by the Hon’ble NCLT for the Meeting

Date: 30[th] April 2025 Place: Bhubaneshwar

Registered Office :

5th Floor, Odisha State Handloom Weavers' Co-Operative Building, Pandit J.N Marg, Bhubaneswar, Odisha, India - 751 001 Tel: +0674 6666100 E-mail: [email protected] Website: www.paradeepphosphates.com CIN: L241290R1981PLC001020

NOTES:

Explanatory Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in respect of the business set out in the Notice of the Meeting is annexed hereto. Further, additional information as required under the Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20th June 2023 issued by the SEBI are also annexed.
Since this Meeting is being held through Video Conferencing (‘ VC ’) / Other Audio Visual means (‘ OAVM ’), (a) Unsecured creditors will not be able to appoint proxies for the Meeting, and (b) Attendance Slip & Route Map are not annexed to this Notice.
Corporate unsecured creditors are requested to send a certified copy of the Board Resolution authorising their representative to attend this Meeting, pursuant to Section 113 of the Act, through e-mail to the Scrutinizer at [email protected].
Only such Unsecured Creditors of the Company may attend and vote at the Meeting, whose names are appearing in the Chartered Accountant’s certificate certifying the list of unsecured creditors of the Company as on cut-off date. A person/entity who is not an Unsecured Creditor on such date should treat the Notice for information purpose only.
The quorum for the Meeting as directed by the Hon’ble NCLT shall be 15 (Fifteen) in number as per Section 103(1)(a)(iii) of the Act. The unsecured creditor or authorized representative of the body corporate attending the Meeting through VC/OAVM shall be counted for the purpose of reckoning the quorum.
The Notice of the Meeting and the Explanatory Statement along with the accompanying documents mentioned in the Index are being sent through electronic mode to those unsecured creditors whose e-mail addresses are registered with the Company and through postal service whose e-mail addresses are not registered with the Company. These documents are also available on the Company’s corporate website at https://www.paradeepphosphates.com/investors/scheme-of-arrangement .

If so desired, the unsecured creditors may obtain a physical copy of the Notice and the Explanatory Statement along with accompanying documents free of charge, by sending request to the Company Secretary, mentioning their name through email at [email protected].

Unsecured creditors who have not registered/updated their e-mail addresses with the Transferee Company, are requested to register/update the same by writing to the Transferee Company at [email protected].

Unsecured creditors who would like to express their views or ask questions with respect to the agenda item of the Meeting will be required to register themselves as speaker by sending e-mail to the Company Secretary at [email protected] from their registered e-mail address, mentioning their name and mobile number. Only those Unsecured creditors who have registered themselves as speaker at least 7 days prior to meeting i.e. Sunday, 25th May 2025 5:00 PM (IST) will be able to speak at the Meeting. The Chairperson of the Meeting reserves the right to restrict the number of questions and / or number of speakers, depending upon availability of time, for smooth conduct of the Meeting.

Further, the unsecured creditors who would like to have their questions / queries responded to during the Meeting are requested to send such questions / queries in advance to the Company Secretary at [email protected] within the aforesaid time period.

In terms of the directions contained in the Order, the Notice convening the Meeting is published by Company through advertisement in the “Business Standard” in English language, having nationwide circulation and in “Sambad” vernacular newspaper, having circulation in State of Odisha indicating the day, date and time of the Meeting.

INSTRUCTIONS FOR ATTENDING THE MEETING THROUGH VC/OAVM AND E- VOTING

I. INSTRUCTIONS FOR REMOTE E-VOTING FOR UNSECURED CREDITORS
(i) The remote e-voting period would commence from Wednesday , May 28, 2025 at 9:00 A.M. (IST) and end on Sunday , June 01, 2025 at 5:00 P.M. (IST). The remote e- voting facility shall be disabled thereafter.
(ii) The Unsecured Creditors should log on to the e-voting website of CDSL www.evotingindia.com during the voting period.
(iii) Click on ‘Shareholders / Members’ tab.
(iv) Enter your User ID (which is sent to the respective Unsecured Creditors at their e-mail address registered with Company).
(v) Next enter the Image Verification / Captcha as displayed on the screen and click on Login.
(vi) Enter your password (which would be sent to the respective Unsecured Creditors at their e-mail address registered with Company).
(vii) After entering these details correctly, click on the “SUBMIT” tab.
(viii) Select the EVSN of Paradeep Phosphates Limited on which you choose to vote.
(ix) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting.
(x) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire resolution details.
(xi) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
(xii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to vote.
(xiii) You can also take out a print of the vote cast by you by clicking on “Click here to print” option on the voting page.

II. INSTRUCTIONS FOR UNSECURED CREDITORS ATTENDING THE MEETING THROUGH VC/OAVM ARE AS UNDER:

(i) Unsecured Creditors will be provided with a facility to attend the Meeting through VC/OAVM through the CDSL e-Voting system. Unsecured Creditors may access the same at www.evotingindia.com under ‘Shareholders / Members’ login using the remote e-voting credentials. The link for VC/OAVM will be available after successful login where the EVSN of Paradeep Phosphates Limited will be displayed.
(ii) Unsecured Creditors can join the Meeting through VC/OAVM mode 30 minutes before the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice.
(iii) Unsecured Creditors are advised to join the Meeting through desktop computers or laptops instead of mobile devices for a better experience.
(iv) Unsecured Creditors will be required to enable access to their devices’ camera and microphone and be connected to a reliable internet network to avoid any disturbance during the Meeting.
(v) Unsecured Creditors connecting to internet via a mobile hotspot may experience audio/video loss due to fluctuation in their respective networks. It is therefore recommended to use a stable Wi-Fi or LAN connection to mitigate any kind of glitches.
(vi) Unsecured Creditors are encouraged to submit their questions in advance with regard to the Scheme, from their registered e-mail address, mentioning their name, address, PAN, e-mail address and mobile number, to reach at [email protected] at least 7 days before the Meeting i.e. Sunday, 25[th] May 2025 5:00 PM (IST).
(vii) Unsecured Creditors who would like to express their views or ask questions during the Meeting may pre-register themselves as a speaker by sending their request from their registered e-mail address mentioning their name, address, PAN, e-mail address and mobile number at [email protected] at least 7 days before the Meeting i.e. Sunday, 25[th] May 2025 5:00 PM (IST).
(viii) Unsecured Creditors who have registered themselves as a speaker will only be allowed to express their views/ask questions during the Meeting for a maximum time of 3 (three) minutes each, once the floor is open for queries. Unsecured Creditors are requested to restrict their questions/views only on the Scheme.

III. INSTRUCTIONS FOR UNSECURED CREDITORS FOR E-VOTING DURING THE MEETING AS UNDER: -

(i) The procedure for e-Voting on the day of the Meeting is the same as the instructions mentioned above for remote e-voting.
(ii) Only those Unsecured Creditors who are present in the Meeting through VC/OAVM facility and have not cast their vote on the resolution through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system available during the Meeting.
(iii) If any votes are cast by the Unsecured Creditors through the e-voting facility available during the Meeting and if the same Unsecured Creditors have not participated in the Meeting through VC/OAVM facility, then the votes cast by such Unsecured Creditors shall be considered invalid as the facility of e-voting during the Meeting is available only to the Unsecured Creditors attending the Meeting.
(iv) Unsecured Creditors who have voted through remote e-voting will be eligible to attend the Meeting. However, they will not be eligible to vote at the Meeting.

If you have any queries or issues regarding attending the Meeting & e-voting from the CDSL e- voting System, you can write an email to [email protected] or contact the toll free number at 1800 22 55 33.

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL

CUTTACK BENCH

IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF PARADEEP PHOSPHATES LIMITED AND

IN THE MATTER OF COMPOSITE SCHEME OF ARRANGEMENT AMONGST

MANGALORE CHEMICALS & FERTILIZERS LIMITED

(“TRANSFEROR COMPANY”)

AND PARADEEP PHOSPHATES LIMITED

(“COMPANY” OR “TRANSFEREE COMPANY” OR “APPLICANT COMPANY”)

AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS (“SCHEME”)

PARADEEP PHOSPHATES LIMITED (CIN: L24129OR1981PLC001020)

(PAN: AABCP3276D) A company incorporated under the Companies Act, 1956, having its registered office at 5th Floor, Odisha State Handloom Weavers’ CoOperative Building, Pandit J.N Marg, Bhubaneswar, Odisha, India - 751 001

Represented by Mr. Sachin Shankar Patil, Authorised Signatory (Company

Secretary)

... APPLICANT COMPANY / TRANSFEREE COMPANY

MANGALORE CHEMICALS & FERTILIZERS LIMITED

(CIN: L24123KA1966PLC002036)

(PAN: AABCM3599G)

A company incorporated under the Companies Act, 1956, having its registered office at Level-11, UB Tower, UB City, 24, Vittal Mallya Road, Bengaluru, Karnataka, India - 560 001

Represented by Mr. Vighneshwar G Bhat, Authorised Signatory (Company

Secretary)

… NON-APPLICANT COMPANY / TRANSFEROR COMPANY

EXPLANATORY STATEMENT UNDER SECTIONS 230 AND 232 READ WITH SECTION 102 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 ACCOMPANYING THE NOTICE OF THE MEETING OF UNSECURED CREDITORS OF PARADEEP PHOSPHATES LIMITED CONVENED PURSUANT TO ORDER OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, CUTTACK BENCH DATED 25[th] APRIL 2025.

1. Meeting to consider the Scheme

i) Pursuant to the order dated 25[th] April 2025 passed by the Hon’ble National Company Law Tribunal, Cuttack Bench (“ Hon’ble NCLT ”) in the Company Application No. C.A. (CAA) NO. 4/CB/2025 (“ Order ”), a meeting of the unsecured creditors of Paradeep Phosphates Limited (the Company/Applicant Company/ Transferee Company) is being convened (“Tribunal Convened Meeting” or “Meeting”) on 02[nd] June 2025 through video conferencing/ other audio visual means for the purpose of considering, and if thought fit, approving the proposed composite scheme of arrangement amongst Paradeep Phosphates Limited and Mangalore Chemicals & Fertilizers Limited (NonApplicant Company/ Transferor Company) and their respective shareholders & creditors (“Scheme”), in compliance with the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“ Companies Act ” / “ Act ”), the circulars issued thereunder, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations ”). A copy of the Order and the Scheme are enclosed as Annexure 1 and Annexure 2 respectively.

The Scheme, inter alia , provides for the following:

a) the amalgamation of the Transferor Company with and into the Transferee Company as a going concern, the issuance of Equity Shares by the Transferee Company to the shareholders of the Transferor Company pursuant to Sections 230 to 232 and other relevant provisions of the Act in the manner provided for in this Scheme and in compliance with the Act, the SEBI Scheme Circular, SEBI LODR Regulations and Section 2 (1B) and other relevant provisions of the Income Tax Act, 1961;
b) the transfer of the Identified Shares (as defined in the Scheme) from the Transferor Shareholder to the Transferee Shareholder; and
c) various other matters incidental, consequential or otherwise integrally connected therewith, including the increase in the authorized share capital of the Transferee Company.

2. Rationale of the Scheme

With a view to consolidate the business and other interests of the Transferee Company and the Transferor Company, the Transferee Company and Transferor Company have decided that the Transferor Company with all its business and other interests, be amalgamated with and into the Transferee Company.

The Transferor Company and Transferee Company are of the view that the proposed amalgamation of the Transferor Company with and into the Transferee Company would, inter alia , have the following benefits:

a) The proposed amalgamation will enable the Transferor Company and the Transferee Company to combine their businesses and create a strong amalgamated company, and to become one of the leading private-sector fertiliser companies in India;
b) The Transferor Company and Transferee Company are engaged in similar and/or complementary businesses and the proposed amalgamation pursuant to this Scheme will create synergies between their businesses, including revenue synergies through sharing of consumer understanding, market insights, bigger market reach, common and economical source for the raw materials, and channel models to ensure faster reach to the market and to achieve faster growth;
c) The proposed amalgamation is expected to inter alia result in reduction of costs, better alignment, coordination and streamlining the day-to-day operation of all the units of the Transferor Company and the Transferee Company, strengthening of organizational capabilities around financial areas, driving scale benefits through pooling of resources, simplification of the corporate structure and elimination of administrative duplications by streamlining the legal, compliance and other statutory functions to allow a more coordinated approach towards governance of the businesses of the Transferee Company; and
d) The proposed amalgamation is expected to create enhanced value for the stakeholders of the Transferor Company and the Transferee Company.

Key benefits of consolidation for the Company

The Company and Mangalore Chemicals & Fertilizers Limited (MCFL) are of the view that the proposed amalgamation of the MCFL with and into the Company will have the following benefits:

I. Become one of the largest integrated private sector fertilizer company in India:

The merger of the Company and MCFL would likely be driven by various strategic, financial, and operational rationales. Mergers in the fertilizer industry typically focus

on achieving synergies, expanding market reach, improving operational efficiencies, and enhancing competitiveness.

II. Market Expansion and Geographic Reach

The Company is known for its operations in the eastern, northern and western part of India, while MCFL has a strong presence in the southern part. The proposed amalgamation will give the Company, the opportunity to expand on west coast as MCFL has available infrastructure for expansion and give PPL access to the deep southern markets particularly southern Karnataka and Tamil Nadu. The merger would help the combined entity expand its geographic footprint, thereby increasing market share across the country. This would also allow the merged company to tap into new regional markets, diversifying customer bases and providing more robust distribution networks. As we will be expanding the territory with a strong foot print, this will mitigate the potential risk of concentrated markets and regional unbalanced rainfall patterns which prevails in many parts of the country.

III. Economies of Scale

By merging, the two companies can achieve economies of scale, reducing the per-unit cost of production. This can come from better purchasing power, optimizing production processes, and increasing capacity utilization. Economies of scale can result in lower raw material costs, increased bargaining power with suppliers, and more efficient manufacturing and distribution operations.

IV. Diversification of Product Portfolio

The merger would provide a more diversified product offering. The Company focuses mainly on phosphatic fertilizers (NPK), while MCF has a broader portfolio that includes urea and other nitrogenous (N 20) fertilizers. Combining these product lines would create a more comprehensive range of offerings for farmers, enhancing their competitive advantage in the market. Also the non-bulk fertilizers can be marketed at PAN India level with the basket of product mix. A diversified product range can reduce dependency on any single product type and smoothen revenue generation by balancing market cycles for different types of fertilizers.

V. Cost Synergies and Operational Efficiencies

The merger could result in significant cost synergies by eliminating redundancies in operations, such as procurement of raw material in bulk (centralized procurement), shared administrative services, and joint research and development (R&D) activities. Both companies have substantial production facilities, so streamlining and integrating operations could result in better efficiency and cost-cutting. A larger, combined company would have greater bargaining power with both suppliers and customers. It could negotiate better prices for raw materials, fertilizers, and logistics services. This could help in securing better margins and pass on the benefits to customers in the form

of competitive pricing. The company would also have a stronger position when negotiating contracts with large agribusiness players, distributors, and retail chains.

VI. Strengthened Financial Position

A merger would likely create a financially stronger entity by combining the revenue bases of both companies. This would improve the overall creditworthiness and access to financing at more favorable terms, which could be utilized for further expansion or improving infrastructure. The combined entity could potentially enjoy higher cash flows, which can be reinvested into strategic growth initiatives, such as expanding production facilities, launching new products, or enhancing R&D.

VII. Improved R&D and Innovation Capabilities, Sustainability and Environmental Factors

Both companies can pool their resources into research and development for new product innovations and improvements. The fertilizer industry has been focusing on producing more efficient, environmentally friendly, and sustainable fertilizers. A combined R&D team could lead to faster innovation cycles and a stronger ability to adapt to changing regulatory requirements. The merged entity could invest in new technologies such as fertilizer coating or slow-release fertilizers that reduce environmental impact. The merger could provide an opportunity for the combined entity to lead in sustainability efforts by developing more efficient fertilizers that minimize environmental harm.

VIII. Government and Regulatory Support

Fertilizer companies in India benefit from subsidies and government policies that support the sector. Merger could allow the combined company to better navigate regulatory frameworks, tap into subsidy schemes, and take advantage of favourable policies. Furthermore, a stronger, merged entity might be in a better position to engage with the government and advocate for policies that benefit the industry.

IX. Competitive Advantage

In an increasingly competitive fertilizer market, the merger would create a stronger player capable of better competing with other large entities in the sector. It could reduce market fragmentation and help in increasing pricing power, which is critical for profitability in the highly competitive and price-sensitive fertilizer industry.

The merger of the Company and MCFL would primarily aim to create a stronger, more efficient, and diversified fertilizer company with a broader market reach. It would also allow for significant operational synergies, cost savings, improved bargaining power, and the ability to invest more heavily in innovation and sustainability. Such merger would better position the new entity to face the challenges of the fertilizer industry while capitalizing on growth opportunities.

X. Potential to increase trading business:

Post amalgamation, the merged company is expected to have an increased reach to approximately 11 million farmers, thereby providing an additional avenue for trading of fertilizers to the merged company. Furthermore, Transferor Company has a geographical advantage in terms of lower upstream and downstream logistics cost, making trading from Transferor Company an attractive proposition with a clear advantage of all modes of logistics facilities available in readiness.

The Competition Commission of India and the Stock Exchanges have duly considered the proposed Scheme and provided its approval / no-objection letter to the Company.

The Scheme also provides for the transfer of Identified Shares (i.e. 2,90,37,000 Equity Shares of the Transferor Company) from the Transferor Shareholder to the Transferee Shareholder as an integral part of this Scheme. Further, the Scheme also provides that the Transferee Shareholder may acquire up to 1,90,16,030 Equity Shares of the Transferee Company on or prior to the Effective Date 1 (as defined in the Scheme). The proposed share transfers, together will ensure the continued control by the existing promoter of the Transferee Company as lender(s) of the Transferor Company and the Transferee Company require the existing promoter of the Transferee Company to continue to exercise control and hold more than 50% (fifty percent) of the share capital of the Transferee Company even after the Scheme becomes effective. The Share Transfer is expected to expedite the overall benefits of the Scheme and create enhanced value for the stakeholders of both the Transferor Company and the Transferee Company.

3. Background of the Companies

I. Particulars of the Transferee Company

a) The Transferee Company was originally incorporated as a private limited company, in Odisha, under the Companies Act, 1956, pursuant to a certificate of incorporation dated December 24, 1981, granted by the Registrar of Companies, Odisha at Cuttack under the name and style of 'Paradeep Phosphates Limited'. Transferee Company was granted an exemption under Section 620 of the Companies Act, 1956 from using the term 'private' as part of its name. Transferee Company was thereafter converted to a public company pursuant to a special resolution passed by Shareholders on April 29, 2002. The CIN of the Transferee Company is L241290R1981PLC001020, and its Permanent Account Number allotted by the Income Tax Department is AABCP3276D. The website address of the Transferee Company is www.paradeepphosphates.com.
b) The equity shares of the Transferee Company are listed on both BSE Limited (“ BSE ”) and National Stock Exchange of India Limited (“ NSE ”).

c) The main objects of the Transferee Company as set out in its Memorandum of Association, inter alia, includes the below:
i. To carry on in India or in any part of the world all kind of business relating to fertilisers, heavy chemicals, heavy water and their by-products and in particular to carry on the business of manufacturing, storing, packing, distributing, transporting, converting, maintaining and rendering assistance and services of all and every kinds of any description, buying, selling, exchanging, altering, improving and dealing in artificial fertilisers, heavy chemicals of every description, whether required for civil, commercial or military defence purpose and requirements or otherwise.
ii. To carry on all kinds of business including manufacture, marketing, import and export of all kinds of chemicals, including agricultural chemicals and pesticides or any mixture, derivatives and compound thereof.
iii. To carry on in India or in any part of the world all kinds of business including manufacture, production, processing, marketing, import and export of all kinds of seeds and agri-inputs and agri-outputs.
d) Clause (xxiii) of the Memorandum of Association which contain provisions for amalgamation is reproduced hereunder:

“To acquire and undertake the whole or any part of the business, property and liabilities of any person, firm or company carrying on any business which the Company is authorised to carryon or possessed of property suitable for the purpose of this Company.”

e) The authorized, issued, subscribed and paid-up share capital of the Transferee Company as on 31[st] March 2025, is as under:

Authorised share capital	Amount (INR)
90,00,00,000 equity shares of INR 10/- each	900,00,00,000
100,00,000 7% non-cumulative redeemable preference	100,00,00,000
shares of INR 100/- each
Total	10,00,00,00,000
Issued, subscribed and paid-up share capital	Amount (INR)
81,52,10,093 Equity Shares of Rs. 10/- each, fully paid-up	8,15,21,00,930
Total	8,15,21,00,930

Subsequent to the above date, except for the allotment of 1,45,908 equity shares of Rs. 10/- each on 1st April 2025 under the PPL - Employee Stock Option Plan 2021, there has been no change in the authorised, issued, subscribed and paid-up share capital of the Transferee Company.

The last annual financial statements of the Transferee Company have been audited for the financial year ended 31[st] March 2024, which are enclosed as Annexure 3 .

The Transferee Company has also published its unaudited financial results for the quarter and six months ended 30[th] September 2024 in the prescribed format, which are enclosed as Annexure 4 .

f) The details of the promoters of the Transferee Company (as on the date of notice) along with their addresses are as follows:

Sr.	Names of the	Category	Address
No.	Promoters
1.	Zuari Maroc	Promoter	5th Floor, Orissa State Handloom
	Phosphates Private		Weavers' Co-Operative Building,
	Limited		Pandit J.N Marg, Bhubaneswar,
			Khordha, Orissa, India - 751001

g) The details of the directors of the Transferee Company (as on the date of notice) along with their addresses are as follows:

Sr.	Names	Designation	DIN	Address
No.
1.	Saroj Kumar	Nominee director/	00008654	Podar Niket 2, Gurusaday
	Poddar	Chairman		Road, Ballygunge,
				Kolkata, WEST
				BENGAL-700019
2.	Narayanan	Managing	00021965	Flat No. 1004, Tulip
	Suresh	Director		Block, Prestige Exotica,
	Krishnan
				No. 3, Cunningham
				Crescent Road, Bangalore
				- 560 052
3.	Dipankar	Independent	00031256	F2/2, Gillander House 8,
	Chatterji	Director		Netaji Subhas Road,
				Kolkata- 700001
4.	Subhrakant	Independent	00171845	30, Green Avenue, Vasant
	Panda	Director

Sr.	Names	Designation	DIN	Address
No.
				Kunj SO, South, New
				Delhi, New Delhi-110070
5.	Satyananda	Independent	01807198	D-138, Defence Colony,
	Mishra	Director		New Delhi, New Delhi-
				110024
6.	Soual	Nominee Director	08684762	NR 63, LOT LA Coline,
	Mohamed			Sidi Maarouf, Casablanca,
				Morocco
7.	Karim Lotfi	Nominee Director	09311876	N 15, Res Terasses
	Senhadji			Oceans, B Bd, Abdelhadi
				Boutaleb H H,
				Casablanca, Morocco
8.	Rita Menon	Independent	00064714	S-298, Panchsheel Park,
		Director		New Delhi, New Delhi-
				110017

II. Particulars of the Transferor Company

a) The Transferor Company was originally incorporated as a public limited company on 18th July 1966 under the provisions of the Companies Act, 1956, with Registrar of Companies, Bengaluru, under the name and style of 'Malabar Chemicals & Fertilizers Limited'. Subsequently, pursuant to the fresh certificate of incorporation dated 25th August 1971, the Transferor Company changed its name from 'Malabar Chemicals & Fertilizers Limited' to 'Mangalore Chemicals & Fertilizers Limited'. The CIN of the Transferor Company is L24123KA1966PLC002036. The website address of the Transferor Company is www.mangalorechemicals.com
b) The equity shares of the Transferee Company are listed on both BSE Limited (“ BSE ”) and National Stock Exchange of India Limited (“ NSE ”).
c) The main objects of the Transferor Company as set out in its Memorandum of Association, inter alia, includes the below:
i. To carry on business of manufacturing fertilizers of all kinds and description, chemicals and other allied items required for agricultural and other industries.
ii. To manufacture, produce, refine, process, formulate, mix or prepare, mine or otherwise acquire, invest in, own, hold, use, lease, mortgage, pledge, buy, sell,

exchange, distribute, assign, transfer or otherwise dispose of, trade, deal in and deal with, import and export any and all classes and kinds of fertilisers, organic fertilisers, inorganic fertilisers, agricultural chemicals, manures, their mixtures and formulations and any and all classes and kinds of chemicals, source materials, ingredients, mixtures derivatives and compounds thereof, and any and all kinds of products of which any of the foregoing constitutes an ingredient or in the production of which any of the foregoing is used, including but not limited to water soluble fertilisers and agricultural and industrial chemicals of all kinds, and industrial and other preparations or products arising from or required in the manufacture, refining etc. of any kind of water soluble fertilisers, fertiliser, manure, their mixtures and formulations.

iii. (a) To deal in sale and purchase of fertilizers, chemicals and other allied items.

(b) To set up, develop, manage, own, acquire by way of lease or otherwise, retail and wholesale outlets for the purpose of selling, buying, marketing, stocking, merchandising, distributing all kinds of staples, fruits, vegetables, dairy products, condiments, confectioneries, bakery products, all household articles, apparels, electronic goods, footwear, lifestyle products, other general merchandise and home need items of all kinds, establish, operate and lease, Agri / food processing units dry and cold chain storage facilities of all kinds for storage of all agricultural produces and food grains, own, operate for lease and hire, trucks [refrigerated or otherwise] and bulk carriers of all kinds.

(c) To provide all kinds of agriculture related advisory/consultancy services including poultry, fisheries, piggery, animal husbandry, extension education to farmers, soil, fertilizer and water sampling and testing services, soil conservation, soil/water management services and watershed development, micro irrigation, pest management services, customized farm services, establish, operate and lease green houses, sale, lease, repair and maintenance of all kinds of farm and farm related tools, equipments and machineries.

(d) To carry on the business of producers, importers, exporters, buyers, sellers, dealers, distributors, wholesalers, retailers, stockists, C&F agents and warehouseman of all kinds of agricultural inputs , plant protection chemicals, seeds, seedlings, gratings, seed materials, products for soil health and plant nutrition management including soil amendments, conditioners, micronutrients specialty fertilizers, micro irrigations systems and equipments, feeds for dairy, poultry, piggery, fishery and other farm animals.

(e) To produce, procure all kinds of agriculture and farm produce, notified or otherwise, including all kinds of vegetables, fruits, cereals, pulses, oil seeds, all kinds of processed foods from farmers, wholesalers, retailers, auction houses,

brokers, commission agents, co-operatives, agri marketing societies, market committees, markets, market yards, and rural shandy, aggregate, segregate, sort, grade, wash, process, pack, warehouse for export as well as domestic sale to wholesalers, retailers and all kinds of agencies and institutions and through Company’s own outlets.

iv. To float companies, firms to carry on business of manufacturing fertilisers and chemicals and other allied items.
v. To acquire and erect factories for manufacturing of fertilizers and chemicals of all kinds and description required for agricultural and other allied industries.
vi. To enter into partnership or into any arrangement for sharing of profit, union of interest, co-operation, joint adventure, reciprocal concession or otherwise, with any corporation, firm or person carrying on or engaged in, or about to carry on or engage in, any business or transaction which the Company is authorised to carry on or engaged in.
vii. To enter into any arrangements with any Government or State authority, or municipal, local or otherwise or any corporation, firms, or persons that may seem conducive to the Company’s objects or any of them and to obtain from any such authority, corporation, firm or person, any contacts, rights, privileges and concessions which the Company may think desirable.
viii. To receive money on deposit or loan and to borrow or raise money in such manner as the Company shall think fit, and in particular by the issue of debentures including privately placed debentures, or debenture stock (perpetual or otherwise), and to secure the repayment of any money borrowed, raised or owning by mortgage, charge or lien upon all or any of the property or assets of the Company (both present and future), including its uncalled capital, and also by a similar mortgage, charge or lien to secure and guarantee the performance by the Company or any other person or Company of any obligation undertaken by the Company or by any other person or Company as the case may be.
ix. To lend money to such persons, firms or companies and on such terms as may seem expedient, and in particular to customers, agents and others having dealings with the Company, and to guarantee the performance of contracts by any such persons, firms, or companies.
x. To purchase or otherwise acquire and undertake all or any part of the business, property, liabilities, and transactions of any persons, firm or Company carrying on any business which this Company is authorised to carry on or possessed of property suitable for the purpose of the Company.

xi. To invest and deal with moneys of the Company not immediately required in such manner as may from time to time be determined.
xii. To sell or dispose of the undertaking of the Company or any part thereof for such consideration as the Company may think fit and in particular for shares, debentures or securities of any other Company having objects altogether or in part similar to those of this Company.
xiii. To draw, make, accept, endorse, discount, execute and issue, assign, otherwise deal in cheques, drafts, promissory notes, bills of exchange, hundies, debentures, bonds, bills of lading, railway receipts, warrants and other negotiable or transferable instruments in connection with the Company’s business.
xiv. To adopt such means of making known the products of the Company as may seem expedient and in particular by advertising in the press, by circulars, by purchase and exhibition of merchandise and wares by publication of books and periodicals and to procure the Company to be registered in any foreign place or country.
d) The authorized, issued, subscribed and paid-up share capital of the Transferor Company as on 31[st] March 2025, is as under:

Authorised share capital	Amount (INR)
12,40,00,000 Equity shares of Rs. 10/- each	124,00,00,000
6,00,000 13% redeemable cumulative preference shares of	6,00,00,000
Rs. 100/- each
Total	130,00,00,000
Issued share capital	Amount (INR)
12,00,00,044 equity shares of Rs. 10/- each	120,00,00,440
Total	120,00,00,440
Subscribed and paid-up share capital	Amount (INR)
11,85,15,150 equity shares of Rs. 10/- each	118,51,51,500
Forfeited shares	3,35,000
Total	118,54,86,500

Subsequent to the above date there has been no change in the authorised, issued, subscribed and paid-up share capital of the Transferor Company.

The last annual financial statements of the Transferor Company have been audited for the financial year ended March 31, 2024, which are enclosed as Annexure 5 .

The Transferor Company has also prepared its unaudited financial results for the quarter and six months ended 30[th] September 2024, which are enclosed as Annexure 6 .

e) The details of the promoters of the Transferor Company (as on the date of notice) along with their addresses are as follows:

Sr. No.	Names of the Promoters	Category	Address
			C/O Gaurav Agarwala
1.	Shradha Agarwala	Promoter Group	1001/A E M Bypass Atmosphere Bldg Wtd-36 Gobinda Khatick Road
			Kolkata - 700046
2.	Jyotsna Poddar	Promoter Group	Poddar Niket 2 Gurusaday Road Kolkata - 700019
3.	Gaurav Agarwala	Promoter Group	Nandi Commercial 3rd Floor Suite 3c 14b Camac Street Kolkata - 700017
4.	Akshay Poddar	Promoter	Villa P 86 Emirates Hill 394 Nisreen Street,Dubai - UAE 117809
			Jai Kisaan Bhawan
5.	Zuari Agro Chemicals Limited	Promoter	Zuarinagar Goa - 403726
6.	Adventz Finance Private Limited	Promoter Group	31, B B D Bagh (South) Kolkata - 700001
7.	Mcdowell Holdings Limited	Promoter	No 51, Richmond Road Bangalore - 560025
8.	Zuari Industries Limited	Promoter	Jai Kisaan Bhavan Zuarinagar Goa - 403726
9.	United Breweries Holdings Limited	Promoter	Under Liquidation
10.	Kingfisher India Finvest Limited	Promoter	Under Liquidation

f) The details of the directors of the Transferor Company (as on the date of notice) along with their addresses are as follows:

Sr. No.	Names	Designation	DIN	Address
1.	Akshay Poddar	Chairman &	00008686	Poddar Niket, 2, Gurusaday
		Director		Road, Kolkata, West Bengal,
				India, 700019
2.	Doddaballapur	Independent	00253371	6/3, Casa Laguna, Gangadhar
	Prasanna	Director		Chetty Road, Ulsoor,
	Achutarao			Bangalore, Karnataka, India,
				560042
3.	Marco Philippus	Independent	00244357	Thakur Nivas, 173, Jamshedji
	Ardeshir Wadia	Director		Tata Road, Mumbai,
				Maharashtra, India, 400020
4.	Nitin Manguesh	Whole-time	08029847	B-3, Zuari Colony,
	Kantak	Director		Zuarinagar, South Goa, Goa,
				India, 403726
5.	Narayanan	Director	00021965	Flat No. 1004, Tulip Block,
	Suresh Krishnan			Prestige Exotica, No. 3,
				Cunningham Crescent Road,
				Bangalore, Karnataka, India,
				560052
6.	Kiran Dhingra	Independent	00425602	H.NO. 83-C, Gancim, Batim,
		Director		Goa Velha, North Goa, Goa,
				India, 403108

4. Details of change in the objects of the Transferee Company and Transferor Company

There has been no change in the objects of the Transferee Company or Transferor Company during the last five years

5. Details of change in the registered office of the Transferee Company and Transferor Company

There has been no change in the registered office of the Transferee Company or Transferor Company during the last five years

6. Salient Features of the Scheme

The salient features of the Scheme, inter alia , are as stated below. The capitalized terms used herein shall have the same meaning as ascribed to them in Clause 8 of Part I of the

Scheme and are to be read subject to the same rules of interpretation as stated in Clause 9 of Part I of the Scheme:

a) The Scheme, inter alia, provides for:
(i) the amalgamation of the Transferor Company with and into the Transferee Company as a going concern on the Effective Date 2 (as defined in the Scheme) and with effect from the Appointed Date 2 (as defined in the Scheme), the issuance of Equity Shares by the Transferee Company to the shareholders of the Transferor Company pursuant to Sections 230 to 232 and other relevant provisions of the Act in the manner provided for in this Scheme and in compliance with the Act, the SEBI Scheme Circular, SEBI LODR Regulations and Section 2 (1B) and other relevant provisions of the Income Tax Act;
(ii) the transfer of the Identified Shares from the Transferor Shareholder to the Transferee Shareholder on the Effective Date 1 (as defined in the Scheme) and with effect from the Appointed Date 1 (as defined in the Scheme);
(iii) various other matters incidental, consequential or otherwise integrally connected therewith, including the increase in the authorized share capital of the Transferee Company;
(iv) “Effective Date 1” as defined in the Scheme, means the last date on which all of the conditions specified in Clause 45 (Conditions Precedent to Effectiveness) of Part IV of this Scheme are complied with;
(v) “Effective Date 2” shall mean the date falling 3 (three) days from the Effective Date 1;
(vi) “Appointed Date 1” shall mean the Effective Date 1;
(vii) “Appointed Date 2” shall mean April 01, 2024;
(viii) “Record Date” shall mean the date fixed by the Board of the Transferee Company for the purpose of determining the shareholders of the Transferor Company that are to be issued the Equity Shares of the Transferee Company pursuant to Clause 23 of Section B of Part II of this Scheme;

Note: The unsecured creditors are requested to read the entire text of the Scheme annexed hereto to get fully acquainted with the provisions thereof.

7. Relationship subsisting between the Parties to the Scheme

The Transferee Company and the Transferor Company are part of Adventz group of companies.

8. Board approvals

a) The board of directors of the Transferee Company unanimously approved the Scheme at their meeting held on 07[th] February 2024 and limited modification on 25[th] November 2024. The names of the directors and their manner of voting at this meeting are as follows:

In the Board Meeting dated 07[th] February 2024

Sr. No.	Names	Voted in favour/ against/
		abstained or Absent
1.	Saroj Kumar Poddar	In favour
2.	Narayanan Suresh Krishnan	In favour
3.	Dipankar Chatterji	In favour
4.	Subhrakant Panda	In favour
5.	Satyananda Mishra	In favour
6.	Soual Mohamed	In favour
7.	Karim Lotfi Senhadji	In favour
8.	Rita Menon	In favour

In the Board Meeting dated 25[th] November 2024

Sr. No.	Names	Voted in favour/ against/
		abstained or Absent
1.	Saroj Kumar Poddar	In favour
2.	Narayanan Suresh Krishnan	In favour
3.	Dipankar Chatterji	In favour
4.	Subhrakant Panda	In favour
5.	Satyananda Mishra	In favour
6.	Soual Mohamed	In favour
7.	Karim Lotfi Senhadji	In favour
8.	Rita Menon	In favour

b) The board of directors of the Transferor Company unanimously approved the Scheme at their meeting held on 07[th] February 2024 and limited modification on 25[th] November 2024. The names of the directors and their manner of voting at this meeting are as follows:

In the Board Meeting dated 07[th] February 2024

Sr. No.	Names	Voted in favour/ against/
		abstained or Absent
1.	Akshay Poddar	In favour
2.	Doddaballapur Prasanna Achutarao	In favour
3.	Marco Philippus Ardeshir Wadia	In favour
4.	Nitin Manguesh Kantak	In favour
5.	Narayanan Suresh Krishnan	Absent
6.	Kiran Dhingra	In favour

In the Board Meeting dated 25[th] November 2024

Sr. No.	Names	Voted in favour/ against/
		abstained or Absent
1.	Akshay Poddar	In favour
2.	Doddaballapur Prasanna Achutarao	In favour
3.	Marco Philippus Ardeshir Wadia	In favour
4.	Nitin Manguesh Kantak	In favour
5.	Narayanan Suresh Krishnan	Absent
6.	Kiran Dhingra	Absent

9. Interest of Directors, Key Managerial Personnel (‘KMP’)

a) The directors and key managerial personnel of the Transferor Company and Transferee Company and their relatives are not interested in the Scheme otherwise than as Directors and/or key managerial personnel and/or shareholders of the Transferor Company and the Transferee Company.
b) The Registers of Directors and KMPs and their shareholding of the Transferee Company will be available for inspection at the Registered Office of the Transferee Company between 10.00 a.m. to 2.00 p.m. on any working day up to the date of the meeting, for which purpose the shareholders are required to send an e-mail to the Company Secretary at [email protected].

10. Effect of the Scheme on the various stakeholders

The effect of the Scheme on various stakeholders is summarized below:

Sr.	Name of		Effect
No.	Stakeholders
1.	Promoter		Upon the Scheme becoming effective, the following
	Shareholders,	non-	promoters of Transferor Company shall, in addition to
	promoter		existing promoters of the Transferee Company, be deemed
	shareholders	and	to be the promoters of the Transferee Company:
	KMPs		a) Akshay Poddar,
			b) Shradha Agarwala,
			c) Jyotsna Poddar, Gaurav Agarwala,
			d) Zuari Agro Chemicals Limited,
			e) Adventz Finance Private Limited, and
			f) Zuari Industries Limited and their affiliates (if any)
			The effect of the Scheme on the shareholders, promoters,
			non-promoter shareholders, and key managerial personnel
			of the Transferee Company and the Transferor Company
			has been set out in the report adopted by the respective
			Board of Directors of the said companies at their meeting
			held on 07thFebruary 2024 and 25thNovember 2024,
			pursuant to the provisions of Section 232(2)(c) of the Act
			which is attached asAnnexure 7to this Statement.
2.	Creditors		1) The proposed Scheme will not adversely impact the
			rights and interests of the creditors of the Transferee
			Company and the Transferor Company.
			2) The creditors of the Transferor Company will cease to
			be creditors of the Transferor Company and shall
			become creditors of the Transferee Company on the
			same terms and conditions, as before, and shall be paid
			in the ordinary course of business by the Transferee
			Company.
			3) The amount due to the creditors as on 31stJanuary
			2025 is further provided in paragraph 12 below.
3.	Directors		The Transferor Company shall amalgamate with the
			Transferee Company and hence will cease to exist.
			The Scheme will have no effect on the existing Directors
			of the Transferee Company. Further, no change in the
			Board of Directors of the Transferee Company is
			envisaged on account of the Scheme. It is clarified that the
			composition of the Board of Directors of the Transferee
			Company may change by appointments, retirements or

Sr.	Name of	Name of	Effect
No.	Stakeholders
			resignations in accordance with the provisions of the Act,
			SEBI Listing Regulations, other applicable laws, and the
			Memorandum and Articles of Association of these
			companies.
			The effect of the Scheme on the Directors of the
			Transferee Company and the Transferor Company in their
			capacity as shareholders and / or employees of the said
			companies is the same as in case of other shareholders and
			/ or employees of the said companies.
			Further, the effect of the Scheme on the Directors of the
			Transferor Company and the Transferee Company has
			been set out, as mentioned in the report adopted by the
			respective Board of Directors of the said companies at
			their meeting held on 07thFebruary 2024 and 25th
			November 2024, pursuant to the provisions of Section
			232(2)(c) of the Act which is attached asAnnexure 7to
			this Statement.
4.	Debenture	holders,	The Transferee Company and the Transferor Company
	Debenture	Trustees,	have neither issued any debentures nor taken any public
	Depositors	and	deposits. Hence, there are no debenture holders, debenture
	Deposit Trustees		trustees, depositors and deposit trustees.
5.	Employees		1) all persons who were employed in the Transferor
			Company immediately before the Effective Date 2
			shall become employees of the Transferee Company
			pursuant to the Sanction Orders, on terms and
			conditions which are overall not less favourable than
			those that were applicable to such employees
			immediately prior to Effective Date 2 and without any
			break or interruption in service.
			2) The Scheme will have no effect on the existing
			employees of the Transferee Company.

There will be no adverse effect on account of the Scheme on the aforesaid stakeholders. The Scheme is proposed to the advantage of all concerned, including the said stakeholders.

11. No investigation proceedings

There are no proceedings instituted and/or pending under section 210 to 227 of the Act against the Transferee Company and /or the Transferor Company.

12. Amount due to creditors

The amount due to the secured and unsecured creditors of the Transferee Company as on 31[st] January 2025 are as follows:

Sr. No.	Creditors	Amount (in INR cr.)
1.	Secured creditors	4,079.11
2.	Unsecured creditors	1,910.59

There will be no adverse effect on account of the Scheme on the secured creditors and unsecured creditors of the Transferee Company.

13. Details of contracts/arrangements

There are no contracts/arrangements existing between the Transferee Company and the Transferor Company except those in the normal course of business which are as disclosed in the financial statements.

14. Summary of the Valuation Report and Fairness Opinion

a) For the purposes of the Scheme, a report in relation to the recommendation of fair equity share exchange ratio (hereinafter referred to as “Share Exchange Ratio Report / Valuation Report ”) for issuance and allotment of shares of the Transferee Company to the shareholders of the Transferor Company as on the Record Date pursuant to and in consideration of the amalgamation of the Transferor Company with and into the Transferee Company was jointly issued by SSPA & Co., Chartered Accountants, Registered Valuer – Securities or Financial Assets (Registered Valuer Registration No. IBBI/RV-E/06/2020/126) and Pawan Shivkumar Poddar, Registered Valuer – Securities or Financial Assets (Registered Valuer Registration No. IBBI/RV/06/2019/12475) on 7[th] February 2024 which was confirmed in their joint report dated 25[th] November 2024. The Share Exchange Ratio Report has been enclosed as Annexure 8 .
b) The share exchange ratio has been recommended as follows:

“187 (One Hundred and Eighty Seven) equity shares of the Transferee Company having a face value of INR 10 each fully paid-up shall be issued for every 100 (One Hundred) equity shares held in the Transferor Company having face value of INR 10 each fully paid-up”. (“Share Exchange Ratio”)

c) In compliance with Para (A)(2)(d) of Part I of SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20[th] June 2023 (“ SEBI Scheme Circular ”), a Fairness Opinion dated 7[th] February 2024 and 25[th] November 2024 has been issued by Inga Ventures Private Limited, an Independent SEBI registered Category I Merchant Banker (SEBI Registration No. INM000012698), (“ Fairness Opinion ”) providing its opinion on the fairness of the Share Exchange Ratio as recommended in the Share Exchange Ratio Report. The Fairness Opinion has been enclosed as Annexure 9 .
d) The Audit Committee of the Transferee Company at its meeting held on 7[th] February 2024 and 25[th] November 2024 has recommended the Scheme, including the Share Exchange Ratio, after taking into consideration, inter alia , the aforesaid Share Exchange Ratio Report and Fairness Opinion. The independent directors of the Transferee Company at its meeting held on 7[th] February 2024 and 25[th] November 2024 has also recommended the Scheme. Report of the Audit Committee and Independent Directors of the Transferee Company is enclosed as Annexure 10 and Annexure 11 respectively.

15. Details of capital and debt restructuring

a) There is no debt restructuring envisaged in the Scheme.
b) Pursuant to the Scheme, for every 100 (One Hundred) fully paid-up Equity Share(s) of INR 10 (Indian Rupees Ten) each of the Transferor Company, the equity shareholders of the Transferor Company as on the Record Date shall be issued 187 (One Hundred and Eighty Seven) fully paid-up Equity Share(s) of INR 10 (Indian Rupees Ten) each of the Transferee Company and the said equity shares of the Transferee Company shall be listed on BSE and NSE.

16. Shareholding and capital structure of the Transferee Company and the Transferor Company

The pre and post-scheme shareholding pattern of the Transferee Company and the Transferor Company basis the shareholding pattern as on 22[nd] November 2024, are given in the table below:

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17. Cancellation of entire pre-Scheme share capital of the Transferor Company

Upon Part II of the Scheme coming into effect on the Effective Date 2 and upon the Equity Shares of the Transferee Company being issued and allotted by it to the equity shareholders of Transferor Company in terms of Clause 23 of Section B of Part II of this Scheme, the Equity Shares of the Transferor Company, shall be deemed to have been automatically cancelled, and any liability in respect of the same shall stand extinguished.

18. Auditors’ certificate on conformity of accounting treatment specified in the Scheme with accounting standards

a) The auditors of the Transferee Company have confirmed that the accounting treatment specified in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Act.
b) Further, the auditors of the Transferor Company have confirmed that no accounting treatment is required in the books of the Transferor Company.

The said certificates are enclosed as Annexure 12.1 and Annexure 12.2 respectively.

19. Details of approvals, sanctions or no-objection(s) from regulatory or any other governmental authorities required, received or pending for the purpose of the Scheme

a) In terms of Regulation 37 of the SEBI Listing Regulations and SEBI Scheme Circular, BSE and NSE, by their letters, dated 27[th] February 2025 and 28[th] February 2025 respectively, have communicated their observations on the Scheme to the Transferee Company conveying their no adverse observations/no objection to the Scheme in the said letters. Copy of the observation letters, as received from BSE and NSE respectively are enclosed as Annexure 13 and Annexure 14 respectively.
b) Competition of India (“CCI”), vide its letter dated 30th July 2024 communicated to the Transferee Company that it has considered the proposed combination and approved the same under section 31 (1) of the Competition Act, 2002. CCI has also issued an Order dated 30.07.2024 under Section 31 (1) of the Competition Act, 2002.
c) The Scheme has been e-filed by the Transferee Company with the Hon’ble National Company Law Tribunal, Cuttack Bench on 04[th] March 2025. The Hon’ble NCLT, Cuttack Bench has passed directions to convene Meetings(s) of Equity Shareholders and Unsecured creditors of the Transferee Company vide an order dated 25[th] April 2025.
d) The Scheme is conditional and subject to necessary sanctions and approvals as set out in the Scheme.

e) There are no ongoing adjudication & recovery proceedings, prosecution initiated and any other enforcement action taken against the Transferee Company, its promoters and directors. A declaration with respect to the same by the Transferee Company is attached as Annexure 15 .
f) The Transferee Company has not received any complaints relating to the Scheme and “Nil” complaint reports were filed by the Transferee Company as required by the SEBI Scheme Circular with BSE and NSE. Copies of the complaints reports of BSE and NSE filed by the Transferee Company are enclosed as Annexure 16.1 and Annexure 16.2 , respectively.
g) The Scheme, if approved at this Meeting, will be subject to subsequent sanction of the Hon’ble NCLT and such other approval(s), permission(s) and sanction(s) of regulatory or other authorities, as may be necessary.
h) The Transferee Company and the Transferor Company confirm that they have filed the Scheme with the Registrar of Companies, Cuttack and Registrar of Companies, Bengaluru respectively. Further, the Transferee Company and the Transferor Company confirm that the notice of the Scheme in the prescribed form is also being served on all the Authorities in terms of the Order dated 25[th] April 2025.

20. Additional Information

Following information and documents as advised by the Stock Exchanges are also provided as under::

a) Details of (pre & post Scheme) assets and liabilities of Transferee Company and Transferor Company – Please refer Annexure 17 ;
b) Valuation methods, rationale and assumptions considered for arriving at the share exchange ratio – Please refer Valuation report dated 7[th] February 2024 and 25th November 2025 jointly issued by SSPA & Co., Chartered Accountants and Mr. Pawan ShivKumar Poddar provided in Annexure 8 ;
c) Rationale & synergies of the Scheme and its impact on the public shareholders – Please refer Audit Committee Report dated and 07[th] February 2024 and 25[th] November 2024 provided in Annexure 10 ;
d) Impact, if any, of the liabilities of Transferor Company on the business of Transferee Company post scheme of arrangement – There is no impact on the liabilities of the Transferor Company post Scheme. All the liabilities of the Transferor Company,

immediately before the Effective Date 2, shall become the liabilities of the Transferee Company, by virtue of the Scheme; and

e) Details of complaints received, if any, along with the response of the Transferee Company for resolution of complaints – Please refer Annexure 16.1 and 16.2 .

21. Inspection of documents

In addition to the documents annexed hereto, copies of the following documents will be available for obtaining extract from or for making or obtaining copies of or for inspection by the members of the Transferee Company at its registered office between 10:00 a.m. to 2:00 p.m. on any day (except Saturday, Sunday and public holidays) up to the date of the Meeting. An advance notice shall be given by the members by e-mail to the Transferee Company at [email protected], if it is desired to obtain copies of the Notice from the registered office of the Transferee Company. Alternatively, a request for obtaining an electronic/ soft copy of the Notice may be made by writing an e-mail to [email protected].

a) Copy of the scheme of arrangement;
b) Certified copy of the order passed by the Hon’ble NCLT in Company Application No. (CAA) NO. 4/CB/2025 dated 25[th] April 2025 and received on 26[th] April 2025 directing the Transferee Company, to convene the meeting;
c) Memorandum and Articles of Association of the Transferee Company and Transferor Company;
d) Audited financial statements of the companies including consolidated financial statements, wherever applicable for the financial year ended 31[st] March 2024;
e) Unaudited financial statements of the companies for the six months ended 30[th] September 2024;
f) Valuation Report dated 7[th] February 2024 and 25[th] November 2024 jointly issued by SSPA & Co., Chartered Accountants and Mr. Pawan ShivKumar Poddar;
g) Fairness Opinion dated 7[th] February 2024 and 25[th] November 2024 issued by Inga Ventures Private Limited;
h) The certificate issued by the statutory auditors of the Transferee Company to the effect that the accounting treatment, proposed in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Act;
i) Copy of the resolution passed by the Board of Directors of the Transferee Company and the Transferor Company dated 07[th] February 2024 and 25[th] November 2024 approving the Scheme (Enclosed as Annexure 18 );
j) Observation letter issued by BSE and NSE dated 27[th] February 2025 and 28[th] February 2025 respectively;
k) Report of Board of Directors of the Transferee Company and the Transferor Company dated 07[th] February 2024 and 25[th] November 2024 pursuant to the provisions of Section 232(2)(c) of the Act;

l) Report of Audit Committee and Independent Directors of the Transferee Company dated 07[th] February 2024 and 25[th] November 2024 recommending the Scheme;
m) Complaints report dated 25[th] November 2024 and 30[th] January 2025 submitted by the Transferee Company to BSE and NSE respectively;
n) All other documents displayed on the website of the Transferee Company at www.paradeepphosphates.com in terms of the SEBI Scheme Circular, as amended and other relevant SEBI Circulars; and all other documents referred to or mentioned in the Statement to this Notice.

Based on the above, and considering the rationale and benefits, in the opinion of the Board of Directors, the Scheme will be of advantage to, beneficial and in the best interests of the companies and their respective shareholders, creditors, employees and other stakeholders, and the terms thereof are fair and reasonable. The Board of Directors of the Transferee Company recommends the Scheme for the approval of its unsecured creditors.

Sd/-

Satya Smruti Mohanty Chairperson appointed by the Hon’ble NCLT for the Meeting

Date: 30[th] April 2025 Place: Bhubaneshwar

Registered Office :

5th Floor, Odisha State Handloom Weavers' Co-Operative Building, Pandit J.N Marg, Bhubaneswar, Odisha, India - 751 001. Tel: +0674 6666100 E-mail: [email protected] Website: www.paradeepphosphates.com CIN: L241290R1981PLC001020

Annexure-1

NATIONAL COMPANY LAW TRIBUNAL

CUTTACK BENCH

CA (CAA)NO.4/CB/2025

[A Petition under Sections 230 to 232 of the Companies Act, 2013, read with Rule 15 of the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016, and other applicable provisions of law.]

In the Matter of:

MANGALORE CHEMICALS & FERTILIZERS LIMITED Represented by Mr. Vighneshwar G Bhat, Authorised Signatory

(CIN: L24123KA1966PLC002036)

A company incorporated under the Companies Act, 1956, Having its registered office at Level-11, DB Tower, DB City, 24, Vittal Mallya Road, Bengaluru, Karnataka, India - 560001

...... Transferor Company /Non-Applicant Company

And

PARADEEP PHOSPHATES LIMITED, (Represented by Mr. Sachin Shankar Patil, Authorised Signatory) (CIN: L241290Rl 981PLCOOI020)

A company incorporated under the Companies Act, 1956, having its registered office at 5th Floor,

Orissa State Handloom Weavers' Co-Operative Building, Pandit J.N Marg, Bhubaneswar, Orissa, India - 751001 Represented by Mr. Sachin Shankar Patil, Authorised Signatory

..... Transferee Company/ Applicant Com.pany

Order pronounced on: 25/04/2025

CORAM: DEEP CHANDRA JOSHl, MEMBER(JUDICIAL) BANWARILAL MEENA, MEMBER (TECHNICAL)

APPEARANCE:

FOR APPLICANT: SHASWAT KUMAR ROUT, ADVOCATE SAR0J KUMAR RAY, FCS

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Annexure-2

COMPOSITE SCHEME OF ARRANGEMENT

AMONGST

MANGALORE CHEMICALS & FERTILIZERS LIMITED

TRANSFEROR COMPANY

PARADEEP PHOSPHATES LIMITED

TRANSFEREE COMPANY

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

Under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013

I r) , -✓ �0-:

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PARTI

GENERAL

WHEREAS:

1.

2.

MANGALORE CHEMICALS & FERTILIZERS LIMITED (hereinafter referred to as the "Transferor Company"), is a public company incorporated under the Companies Act, 1956 with corporate identity number L24123KA 1966PLC002036, and having its registered office at Level 11, UB Tower, UB City, 24, Vittal Mallya Road, Bangalore, Karnataka, India, 560 001. The inter alia Transferor Company was incorporated on July 18, 1966. The Transferor Company is engaged in the business of manufacture, purchase, import and sale of fertilizers. The Equity Shares (as defined hereinafter) of the Transferor Company are listed on the Stock Exchanges (as defined hereinafter).

PARADEEP PHOSPHATES LIMITED (hereinafter referred to as the "Transferee Company"), is a public company incorporated under the Companies Act, 1956 with corporate identity number L24129OR1981PLC00I020, and having its registered office at 5[th ] Floor, Orissa State Handloom Weavers' Co-Operative Building, Pandit J.N. Marg, Bhubaneswar, Orissa, India, 751 001. The Transferee Company was incorporated on December 24, 1981. The Transferee Company is inter alia engaged in the business of manufacture and sale of di-ammonium phosphate, complex fertilizers of NPK grades, urea, zypmite (gypsum-based product) and trading of fertilizers, ammonia, phospho-gypsum, and other similar materials ancillary or incidental thereto. The Equity Shares (as defined hereinafter) of the Transferee Company are listed on the Stock Exchanges (as defined hereinafter).

A. PREAMBLE

This Scheme (as defined hereinafter) is presented under the provisions of Sections 230 to 232 and other applicable provisions of the Act (as defined hereinafter) read with the relevant rules made thereunder, the relevant provisions of the SEBI Scheme Circular (as defined hereinafter), and the relevant provisions of the SEBI LODR Regulations (as defined hereinafter) for: (i) the amalgamation of the Transferor Company with and into the Transferee Company on a going concern basis in accordance with Section 2 (1B) of the Income Tax Act (as defined hereinafter) and the consequent issuance of Equity Shares by the Transferee Company to the shareholders of the Transferor Company under Sections 230 to 232 and other applicable provisions of the Act, and the SEBI from the Scheme Circular; and (ii) the transfer of the Identified Shares (as defined hereinafter) Transferor Shareholder (as defined hereinafter) to the Transferee Shareholder (as defined hereinafter). In addition, this Scheme also provides for various other matters consequential or otherwise integrally connected herewith.

B. DESCRIPTION OF THE SCHEME

This Scheme provides, inter alia, for:
(a) the amalgamation of the Transferor Company with and into the Transferee Company as a going concern, the issuance of Equity Shares by the Transferee Company to the shareholders of the Transferor Company pursuant to Sections 230 to 232 and other relevant provisions of the Act in the manner provided for in this Scheme and in compliance with the Act, the SEBI Scheme Circular, SEBI LODR Regulations and Section 2 (lB) and other relevant provisions of the Income Tax Act;
(b) the transfer of the Identified Shares from the Transferor Shareholder to the Transferee Shareholder; and
( c) various other matters incidental, consequential or otherwise integrally connected therewith, including the increase in the authorized share capital of the Transferee Company.

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C. RATIONALE OF THE SCHEME

With a view to consolidate the business and other interests of the Transferee Company and the Transferor Company, the Transferee Company and Transferor Company have decided that the Transferor Company with all its business and other interests, be amalgamated with and into the Transferee Company.
The Transferor Company and Transferee Company are of the view that: (a) the proposed amalgamation of the Transferor Company with and into the Transferee Company; and (b) the Share Transfer contemplated under this Scheme, would be to the benefit of the shareholders and creditors of the Transferor Company and Transferee Company and would, inter alia, have the following benefits:
(a) The proposed amalgamation will enable the Transferor Company and the Transferee Company to combine their businesses and create a strong amalgamated company, and to become one of the leading private-sector fertiliser companies in India;
(b) The Transferor Company and Transferee Company are engaged in similar and/or complementary businesses and the proposed amalgamation pursuant to this Scheme will create synergies between their businesses, including revenue synergies through sharing of consumer understanding, market insights and channel models to ensure faster reach to the market and to achieve faster growth;

( c) The proposed amalgamation is expected to inter alia result in reduction of costs, better alignment, coordination and streamlining the day-to-day operation of all the units of the Transferor Company and the Transferee Company, strengthening of organizational capabilities around financial areas, driving scale benefits through pooling of resources, simplification of the corporate structure and elimination of administrative duplications by streamlining the legal, compliance and other statutory functions to allow a more coordinated approach towards governance of the businesses of the Transferee Company; and

(d) The proposed amalgamation is expected to create enhanced value for the stakeholders of the Transferor Company and the Transferee Company.
which shall be The Scheme also provides for the Share Transfer (as defined hereinafter), undertaken as an integral part of this Scheme to ensure that the existing promoter of the Transferee Company continues to hold more than 50% (fifty percent) of the share capital of the Transferee Company upon the consummation of the Scheme. This will ensure the continued control by the existing promoter of the Transferee Company as lender(s) of the Transferor Company and the Transferee Company require the existing promoter of the Transferee Company to continue to exercise control and hold more than 50% (fifty percent) of the share capital of the Transferee Company even after the Scheme becomes effective. The Share Transfer is expected to expedite the overall benefits of the Scheme and create enhanced value for the stakeholders of both the Transferor Company and the Transferee Company.

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D. PARTS OF THE SCHEME

This Scheme is divided into the following parts:

(a) Part I, deals with the definitions of the terms used in this Scheme, the interpretation provisions of the Scheme, and also sets out the details of the share capital of the Transferor Company and the Transferee Company;
(b) Part II, deals with the amalgamation of the Transferor Company with and into the Transferee Company on the Effective Date 2 (as defined hereinafter) and with effect from the Appointed Date 2 (as defined hereinafter), in accordance with Section 2 (1B) of the Income Tax Act and Sections 230 to 232 and other relevant provisions of the Act and rules made thereunder, and the relevant provisions of the SEBI Scheme Circular and the SEBI LODR Regulations, the dissolution of the Transferor Company and listing of Equity Shares of the Transferee Company that are issued pursuant to the Scheme and the accounting treatment for the Scheme;

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(c) Part III, deals with transfer of the Identified Shares (as defined hereinafter) by the Transferor Shareholder to the Transferee Shareholder on the Effective Date 1 (as defined and
hereinafter) and with effect from the Appointed Date 1 (as defined hereinafter);
(d) Part IV, deals with the general terms and condit:ons applicable to the Scheme including, inter alia, the transfer of the authorized share capital of the Transferor Company to the Transferee Company and the conditions precedent to effectiveness of the Scheme.

E. DEFINITIONS

In this Scheme, unless repugnant to the meaning or context thereof, the following expressions shall have the following meanings:
(A) "Act" means the (Indian) Companies Act, 2013 and any rules, regulations, circulars notifications, clarifications or guidelines issued thereunder;
(B) "Applicable Law" includes all statutes, enactments, acts oflegislature or parliament, laws, ordinances, rules, approvals, bye-laws, regulations, notifications, guidelines, ordinance, policies, directions, directives, circulars, notifications and orders promulgated by a Governmental Authority ( or any sub-division thereof), statutory authority, tribunal (including the Tribunals), board, court or Stock Exchanges, which are in force and binding at the relevant time, and as may be applicable;
(C) "Appointed Date l" shall mean the Effective Date 1;
(D) "Appointed Date 2" shall mean April 01, 2024;
(E) "Articles" mean the articles of association of the Transferee Company;
(F) "Board" in relation to any company, means the board of directors of such company and shall, unless repugnant to the context thereof, include a committee of directors duly authorised by such board of directors;
(G) "CCI" means the Competition Commission oflndia;
(H) "Clause" means a clause of this Scheme;
(I) "Consent" means any notice, consent, approval, permission, authorisation, waiver, permit, clearance, no objection, license, exemption, of, from or to any Person;
(J) "Contract" means any agreement(s), contract(s), sub-contract(s), arrangement(s), memoranda of undertaking(s), guarantee(s) and indemnity(ies), memoranda(s) of agreement, expression(s) of interest, bid(s), Ietter(s) of intent, Ietter(s) of agreed points, instrument(s), understanding(s), commitment(s), purchase order(s) work order(s), deed(s), bond(s), warranty(ies), insurance(s), Iease(s), license(s), tender(s), undertaking(s) or commitment(s) of any nature (whether or not the same is absolute, revocable, contingent, conditional, binding or otherwise (whether written or otherwise), including all amendment( s) and modification( s) thereto), to which the Transferor Company is a party or by which any of the assets held by the Transferor Company are bound;
(K) "Effective Date 1" shall have the meaning set forth in Clause 45 of Part IV of this Scheme;
(L) "Effective Date 2" shall mean the date falling 3 (three) days from the Effective Date 1;

(M) "Encumbrance" means any present or future mortgage, charge, pledge, assignment, hypothecation, lien, equitable interest, assignment by way of security, conditional sales contract, right of other Persons, title defect, voting trust agreement, pre-emptive right, restriction on transfer, option, security interest, title retention agreement or other encumbrance of any kind, or a contract to give any of the foregoing, including any restriction imposed under Applicable Law or contract on the transferability of any asset, whether present or future, and any security agreement or arrangement of any description whatsoever which has an economic or financial effect similar to the granting of security under Applicable Law and the term "Encumber" or "Encumbered" shall be construed

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accordingly;

(N) "Equity Shares" with respect to a company, mean the fully paid-up equity shares of such company;
(0) "ESOP" means employee stock options;
(P) "Governmental Authority" means any supranational, national, state, municipal or local government authority (including any subdivision, court, administrative or regulatory agency or commission or other authority thereof), quasi government authority, statutory authority, regulatory authority, agency, government department, board, commission, administrative authority, tribunal or court or any authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, having or purporting to have jurisdiction on behalf of the Republic of India or any state or province or other political subdivision thereof or any municipality, district or other subdivision thereof, over the Transferor Company and/or the Transferee Company, including the SEBI, the Stock Exchanges and the CCI;
(Q) "Identified Shares" means 2,90,37,000 (Two Crores Ninety Lakhs Thirty-Seven Thousand) Equity Shares of the Transferor Company;
(R) "Income Tax Act" means the (Indian) Income Tax Act, 1961, together with all applicable by-laws, rules, regulations, circulars, notifications, orders, ordinances, policies, directions and similar Applicable Laws or supplements issued thereunder;
(S) "Liabilities" shall have the meaning set forth in Clause 15;
(T) "Merger Cooperation Agreement" means the merger cooperation agreement dated February 7, 2024 executed between the Transferor Company and the Transferee Company;
(U) "Person" means any individual or other entity, whether a corporation, firm, company,joint venture, trust, association (including unincorporated association), organization, partnership or proprietorship, body corporate, corporation (including any non-profit corporation), estate, society, firm, or any other enterprise or other entity, including any governmental agency or regulatory body, in each case, whether or not having separate legal personality and whether acting in an individual, fiduciary or other capacity;
(V) "Proceedings" shall have the meaning set forth in Clause l 7(a);
(W) "Record Date" shall mean the date fixed by the Board of the Transferee Company for the purpose of determining the shareholders of the Transferor Company that are to be issued the Equity Shares of the Transferee Company pursuant to Clause 23 of Section B of Part II of this Scheme;
(X) "Registered Valuer" means a Person registered as a valuer in terms of Section 247 of the Act;
(Y) "RoC" means the Registrar of Companies having jurisdiction over the Transferee Company and/or the Transferor Company ( as applicable);
(Z) "Sanction Orders" means the orders of the Tribunals approving the Scheme;
(AA) "Scheme" means this composite scheme of arrangement amongst the Transferor Company and the Transferee Company and their respective shareholders and creditors, pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Act, and rules made thereunder;
(BB) "SEBI" means the Securities and Exchange Board of India established under the Securities and Exchange Board of India Act, 1992, as amended from time to time;
(CC) "SEBI LODR Regulations" means the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

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(DD) "SEBI Scheme Circular" means the Master Circular number SEBI/HO/CFD/POD2/P/CIR/2023/93 dated June 20, 2023 issued by SEBI on scheme of arrangement by listed entities and any other related circular(s) issued by the SEBI, as in effect from time to time;
(EE) "Share Transfer" shall have the meaning set forth in Clause 38;
(FF) "Stock Exchanges" means the stock exchanges where the equity shares of the Transferor Company and the Transferee Company are listed and are admitted to trading, viz, the BSE Limited and the National Stock Exchange of India Limited;
(GG) "Tax" means and includes all taxes on income, profit, sales, use, goods, services, asset, capital gains, fringe benefit, gift, gratuity, provident fund, minimum alternate tax, buyback distribution tax, securities transaction tax, dividend distribution tax, withholding taxes, tax collected at source, equalization levy, property tax, value-added tax, sales tax, transfer taxes, goods and service tax, duties of custom and excise, octroi duty, wealth tax, entry tax, stamp duty, customs and similar charges of any jurisdiction, and other governmental charges or duties, levies, imposts or other taxes whether direct or indirect, whether central, state or local, including any surcharge or cess (including education cess, health and education cess, secondary and higher education cess) thereon, together with any interest and any penalties, additions to tax or additional amount with respect thereto; including payable in a representative capacity;
(HH) "Transferee Company" shall have the meaning ascribed to it in the preamble;
(II) "Transferee Company ESOP Plan" means the PPL Employee Stock Option Plan 2021, as may be amended, modified from time to time;
(JJ) "Tr;msferee Company Stock Options" means the employee stock options granted by the Transferee Company under Transferee Company ESOP Plan;
(KK) "Transferee Shareholder" means Zuari Maroc Phosphates Private Limited, having corporate identity number U46692OR2002PTC017414 and its registered office at 5[th ] Floor, Orissa State Handloom Weavers' Co-Operative Building, Pandit J.N. Marg, Khordha, Bhubaneswar, Orissa, India, 751 001;
(LL) "Transferor Company" shall have the meaning ascribed to it in the preamble;
(MM) "Transferor Shareholder" means Zuari Agro Chemicals Limited, having corporate identity number L6591 0GA2009PLC006177 and its registered office at Jai Kisaan Bhawan, South Goa, Zuarinagar, Goa, India, 403 726;
(NN) "Tribunals" means collectively, (i) the National Company Law Tribunal, Bangalore Bench having jurisdiction over the Transferor Company; and (ii) the National Company Law Tribunal, Cuttack Bench having jurisdiction over the Transferee Company, as applicable, and shall include, if applicable, such other forum or authority as may be vested with the powers of a National Company Law Tribunal under the Act, and "Tribunal" shall mean each of them individually;
(00) "Trustee" shall have the meaning ascribed to it in Clause 26;
(PP) "Undertaking" means all the undertakings and entire business of the Transferor Company, as a going concern, and shall include (without limitation):
(a) all assets and properties (whether movable or immovable, tangible or intangible, present or future, in possession or reversion, of whatsoever nature and wherever situate) of the Transferor Company, including investments of all kinds including but not limited to securities (whether marketable or not), securitized assets, receivables and security receipts, mutual fund investments, all cash and bank balances (including cash and bank balances deposited with any banks or entities), money at call and short notice, loans, security deposits, advances extended, earnest monies, advance rentals, payment against warrants, contingent rights or benefits, reserves, provisions, funds, benefits of all agreements, bonds, debentures, debenture stock, units or pass through certificates, lands, buildings, structures and premises,

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whether leasehold or freehold (including offices, warehouses, sales and / or marketing offices, liaison offices, branches, factories), work-in-progress, current assets (including sundry debtors, bills of exchange, loans and advances), fixed assets, vehicles, furniture(s), fixtures, share of any joint assets, and other facilities including without limitation all rights, title, interests, claims, covenants and undertakings in such assets of the Transferor Company;

(b) all permits, registrations, rights, entitlements, licenses, perm1ss10ns, approvals (including licenses and approvals from any Governmental Authority), subsidies, concessions, clearances, credits, awards, sanctions, allotments, quotas, no objection certificates, subsidies, Tax deferrals, Tax credits, (including any credits arising from advance Tax, minimum alternate Tax, self-assessment Tax, brought forward book losses and book unabsorbed depreciation to the extent such amounts are not set-off against book profits computed under Section 115JB of the Income Tax Act, brought forward Tax losses and unabsorbed depreciation under the provisions of the Income Tax Act, brought forward interest expenses to the extent not claimed as deduction under Section 94B of the Income Tax Act, other income Tax credits, withholding tax credits, CENV AT credits, goods and services Tax credits, other indirect Tax credits and other Tax receivables), other claims under tax laws, incentives (including incentives in respect ofincome Tax, sales Tax, value added Tax, service Tax, custom duties and goods and services Tax), benefits, Tax exemptions, Tax holidays, Tax refunds (including those pending with any Tax authority), advantages, and all other rights and facilities of every kind, nature and description whatsoever of the Transferor Company;

([c] ) all authorities, Consents, deposits, privileges, exemptions available to the Transferor Company, receivables, powers and facilities of every kind, nature and description whatsoever, rights to use and avail of telephones, telexes, facsimile connections and installations, utilities, email, internet, leased line connections and installations, electricity and other services, provisions and benefits of all engagements, agreements, contracts, letters of intent, memoranda of understanding, cheques and other negotiable instruments (including post- dated cheques), benefit of assets or properties or other interest held in trust, benefit of any security arrangements, expressions of interest whether under agreement or otherwise, and arrangements and all other interests of every kind, nature and description whatsoever enjoyed or conferred upon or held or availed of by and all rights and benefits of the Transferor Company;

(d) all privileges and benefits of, or under, all Contracts whether written, oral or otherwise, or other instruments (including all tenancies, leases, licenses and other assurances in favour of the Transferor Company or powers or authorities granted by or to it) of whatsoever nature along with any contractual rights and obligations, to which the Transferor Company is a party or to the benefit of which the Transferor Company may be eligible, and which are subsisting or having effect immediately before the Effective Date 2;

([e] ) all intellectual property rights including patents, copyrights, trade and service names, service marks, trademarks, domain names and other intellectual property of any nature whatsoever (whether registered or unregistered), any applications for registration of any intellectual property, goodwill, confidential and proprietary information, receivables, belonging to or utilized for the business and activities of the Transferor Company;

([f] ) all records, books, f[i] les, papers, computer programs, software licenses, engineering and process information, production methodologies, production plans, manuals, data, catalogues, quotations, websites, sales and advertising material, marketing strategies, lists of present and former customers, suppliers and employees, customer credit information, customer pricing information, and other records whether in physical or electronic form or any other form, in connection with or relating to the Transferor Company;

([g] ) insurance covers and claims to which the Transferor Company is a party, or to the benefit of which the Transferor Company is eligible;

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(h) all legal, Tax, regulatory, quasi-judicial, administrative or other proceedings, suits, appeals, applications or proceedings of whatsoever nature, initiated by or against the Transferor Company;
(i) all present, and contingent future liabilities of the Transferor Company including all debts, loans (whether denominated in rupees or a foreign currency or whether secured or unsecured), borrowings, term deposits, time and demand liabilities, borrowings, bills payable, interest accrued and all other duties, liabilities, undertakings and obligations (including any postdated cheques or guarantees, letters of credit, letters of comfort or other instruments which may give rise to a contingent liability in whatever form) of the Transferor Company; and
(j) all employees of the Transferor Company.

INTERPRETATION

In this Scheme, unless the context requires otherwise:

(a) the headings are inserted for ease ofreference only and shall not affect the construction or interpretation of this Scheme;
(b) words in the singular shall include the plural and vice-versa;
(c) the terms "hereof', "herein", or similar expressions used in this Scheme mean and refer to this Scheme and not to any particular clause of this Scheme;
(d) wherever the word "include", "includes", or "including" is used in this Scheme, it shall be deemed to be followed by the words "without limitation";
( e) any reference to any enactment, rule, regulation, notification, circular or statutory provision is a reference to it as it may have been, or may from time to time be, amended, modified, consolidated or re-enacted (with or without modification) and includes all rules, regulations, circulars, notifications, instruments or orders made under such enactment;
(f) any reference to an "agreement" or "document" shall be construed as a reference to such agreement or document as amended, varied, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document;
([g] ) where a wider construction is possible, the words "other" and "otherwise" shall not be construed ejusdem generis with any foregoing words; and
(h) any reference to "INR" is to Indian National Rupees.

SHARECAPITAL

(a) The share capital structure of the Transferor Company as on November 22, 2024 is as follows:

12,40,00,000 (Twelve Crores Forty Lakhs) equity shares of l ,24,00,00,000 (Indian Rupees On INR 10 (Indian Rupees Ten) each !Hundred and Twenty Four Crores only) 6,00,000 (Six Lakhs) 13% (thirteen percent) redeemablel6,00,00,000 (Indian Rupees Six cumulative preference shares of INR 100 (Indian Rupee�Crores only) One Hundred only) each

TOTAL 1,30,00,00,000 (Indian Rupees On undred and Thirty Crores only)

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Issued shares:

12,00,00,044 (Twelve Crores and Forty Four) equity 1,20,00,00,440 (Indian Rupees One shares ofINR IO (Indian Rupees Ten) each Hundred and Twenty Crores Four Hundred and Forty only)

TOTAL 1,20,00,00,440 (Indian Rupees One !Hundred and Twenty Crores Four !Hundred and Forty only)

Subscribed and fully paid-up shares:

11,85, 15,150 (Eleven Crores Eighty-Five Lakhs Fifteen 1, 18,51,51,500 (Indian Rupees One Thousand One Hundred and Fifty) equity shares of INR Hundred and Eighteen Crores Fifty-One 10 (Indian Rupees Ten) each Lakhs Fifty One Thousand and Five Hundred only) Forfeited shares ( amount originally paid-up) 3,35,000 (Indian Rupees Three Lakhs Thirty-Five Thousand only) TOTAL 1, 18,54,86,500 (Indian Rupees Om: Hundred and Eighteen Crores Fifty Four Lakhs Eighty Six Thousand and Five Hundred only)

The Equity Shares of the Transferor Company are listed on the Stock Exchanges.

(b) The share capital structure of the Transferee Company as on November 22, 2024 is as follows:

Authorised Share Capital:
90,00,00,000 (inet Crores) equity shares ofINR 10	9,00,00,00,000 (Indian Rupees Nine
(Indian Rupees Ten only) each	Hundred Crores only)
1,00,00,000 (One Crore) 7% (seven percent) non cumulative redeemable prefrence shares of INR 100	1,00,00,00,000 (Indian Rupees One Hundred Crores only)
(Indian Rupees One Hundred only) each
TOTA	10,00,00,00,000 (ndian Rupees One
	Thousand Crores only)
Issued, subscribed and flly paid up shares
81,52, 10,093 (Eighty-One Crores Fif Two Lakhs Ten Thousand Ninet Three) equity shares of INR 10	8,15,21,00,930 (Indian Rupees Eight Hundred and Fifeen Crores Twent
(Indian Rupees Ten only) each	One Lakhs Nine Hundred and Thirty
	only)
TOTA	8,15,21,00,930 (Indian Rupees Eight
	Hundred and Fifteen Crores Twenty One Laks Nine Hundred and Thirty
	only)

The Equity Shares of the Transferee Company are listed on the Stock Exchanges.

The aforesaid issued, subscribed, and paid-up share capital of the Transferee Company does not include the ESOPs outstanding for exercise under the Transferee Company ESOP Plan. Upon exercise of the Transferee Company Stock Options in accordance with the terms and conditions of the Transferee Company ESOP Plan, the Transferee Company shall be required to issue fully paid up Equity Shares of the Transferee Company in accordance with the tenns and conditions of the

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Transferee Company ESOP Plan to such holders of the Transferee Company Stock Options and accordingly the issued, subscribed, and paid-up share capital of the Transferee Company may undergo a change.

F. DATE OF TAKING EFFECT OF THE SCHEME

Part II of the Scheme shall be effective on and from the Appointed Date 2 and shall be operative on and from the Effective Date 2. Part III of the Scheme shall be effective on and from the Appointed Date 1 and shall be operative on and from Effective Date 1.

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PART II

AMALGAMATION

SECTION A: AMALGAMATION OF THE TRANSFEROR COMPANY INTO THE TRANSFEREE COMPANY

11. TRANSFER OF THE UNDERTAKING

Upon Part II of the Scheme coming into effect on the Effective Date 2 and with effect from the Appointed Date 2, and subject to the provisions of this Scheme, including the completion of the Share Transfer as set out in Part III of this Scheme: (a) the Transferor Company shall stand amalgamated with and into the Transferee Company; and (b) the Undertaking shall, pursuant to the provisions of Sections 230 to 232 and other applicable provisions, if any, of the Act and other Applicable Law, be and stand transferred to and vested in the Transferee Company, as a going concern and shall become the property of and an integral part of the Transferee Company by operation of law pursuant to the Sanction Orders, without the requirement of any further act, instrument, deed, matter or thing so as to become, the Undertaking of the Transferee Company by virtue of and in the manner provided in the Scheme, and in accordance with Sections 230 to 232 and other applicable provisions of the Act, the Income Tax Act and Applicable Law.

12. TRANSFER OF ASSETS

Without prejudice to the generality of Clause 11 above, upon Part II of the Scheme coming into effect on the Effective Date 2 and with effect from the Appointed Date 2:

(a) all the estate, assets, rights, claims, title, interest, properties, and authorities comprised in the Undertaking shall, by operation of law pursuant to the Sanction Orders, without the requirement of any further act, instrument, or deed, be and stand transferred to and vested in and be deemed to have been transferred to and vested in the Transferee Company as a going concern so as to become, the estate, assets, rights, claims, title, interest, properties, and authorities of the Transferee Company;

(b) all assets of the Transferor Company, that are movable in nature (including investment in shares and marketable securities) or incorporeal property or that are otherwise capable of transfer by physical or constructive delivery, novation and/or by endorsement and delivery or by vesting and recordal or by operation of law pursuant to this Scheme, including without limitation equipment(s), furniture(s), fixture(s), book(s), record(s), file(s), paper(s), computer program(s), engineering and process information, manual(s), data, production methodology(ies), production plan(s), catalogues, quotation.(s), website(s), sales and advertising material, marketing strategy(ies), list of present and former customers, customer credit information, customer pricing information, and other record(s), whether in physical form or electronic form or in any other form, shall by operation of law pursuant to the Sanction Orders, without the requirement of any further act, instrument, or deed, stand transferred to and vested in and deemed to be transferred and vested in the Transferee Company and shall become the property and an integral part of the Transferee Company pursuant to Sections 230 to 232 of the Act and all other applicable provisions of Applicable Law. The vesting pursuant to this sub-clause shall be deemed to have occurred by physical or constructive delivery or by endorsement and delivery, or by vesting and recordal, as appropriate to the property being vested and the title to such property shall be deemed to have been transferred accordingly to the Transferee Company;

(c) all other movable assets of the Transferor Company ( except those specified elsewhere in this Clause), including without limitation, actionable claims, earnest monies, receivables, bills, sundry debts and receivables, credits, outstanding loans and advances, if any, recoverable in cash or in kind or for value to be received, bank balances and deposits, if any, with any Governmental Authority or other authorities or bodies, customers and any other Persons, cheques on hand, shall by operation of law pursuant to the Sanction Orders, without the requirement of any further act, instrument, or deed become the property of the Transferee Company, pursuant to Sections 230 to 232 of the Act and all other applicable provisions of Applicable Law, if any. The Transferor Company may, upon the receipt of

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the Sanction Orders, if so required, also give notice in such form as it may deem fit and proper to the debtors or obligors or any other Person, that pursuant to the Sanction Orders, the said debtors should pay to the Transferee Company, the debt, investment, loan, claim, bank balances and deposit or advance of the Transferor Company or make the same on account of the Transferor Company and the right of the Transferor Company to recover and realize the same shall stand vested in the Transferee Company;

(e)

(f)

([g] )

all immovable properties (including land, together with buildings and structures standing thereon), and rights, title and interests thereon or embedded to the land and all rights, title and interests and claims in any immovable properties of the Transferor Company, whether or not included in the books of the Transferor Company, whether freehold or leasehold or licensed or right of way or otherwise, all tenancies, and all documents of title, lease or license or rent agreements, security deposits, advance, prepaid lease/license fee, rights and easements in relation thereto, shall stand transferred to and vested in and/or be deemed to have been transferred to and vested in the Transferee Company, by operation of law pursuant to the Sanction Orders, without the requirement of any further act, instrument or deed on the same terms and conditions that exist with respect to the Transferor Company. The Transferee Company shall be entitled to and shall exercise all rights and privileges attached to such immoveable property including refund of any security deposits, advance, prepaid f and shall be liable to pay the appropriate rent, rates and taxes and fulfill all obligations in relation to or applicable to such immovable properties. Upon Part II of the Scheme coming into effect on the Effective Date 2 and with on and from the Appointed Date 2, the title to all immovable properties shall be deemed to have been mutated and recognized as that of the Transferee Company and the mere filing of the Sanction Orders with the appropriate registrar or sub-registrar or with the relevant Governmental Authority shall suffice as record of continuing titles with the Transferee Company and shall be constituted as a deemed mutation and substitution thereof. The relevant Governmental Authorities may rely on the Scheme along with the copy of the Sanction Orders, to make necessary mutation entries and changes in the land or revenue records to reflect the name of the Transferee Company as the owner or lessee (as the case may be) of the immovable properties. The Transferee Company shall, upon receipt of the Sanction Orders be entitled to the delivery and possession of all documents of title in respect of such immovable property and incorporeal assets, if any, in this regard;

the Transferee Company will be entitled to all intellectual property of the Transferor Company, including patents, trade and service marks, logo, domain names, database rights, copyrights, trade secrets, know-how, brands, marketing authorisations, marketing tangibles, designs, industrial designs, software, confidential processes, inventions, licenses, computer programs, manuals, data, catalogues, sales material and any other intellectual property or proprietary right whether owned by, licensed or assigned to the Transferor Company, whether or not the same are registered, along with all rights including those attached to goodwill, title, interest, labels and brand registrations, and all such other industrial or intellectual rights of whatsoever nature, and all intellectual property of the Transferor Company shall, by operation of law pursuant to the Sanction Orders, without the requirement of any further act, instrument or deed, stand transferred to and vested in the Transferee Company. Necessary filings, intimations, updates, etc., as may be required in terms of Applicable Law shall be undertaken with the relevant Governmental Authority, in order to reflect the foregoing and shall be carried out by the Transferee Company and Transferor Company, as may be applicable;

all goodwill and past track record of the Transferor Company, including without limitation, the profitability, experience, credentials and market share, shall, by operation of law pursuant to the Sanction Orders, without the requirement of any further act, instrument or deed, stand transferred to and vested in the Transferee Company and shall be deemed to be the goodwill and track record of the Transferee Company for all commercial and regulatory purposes including the purpose of eligibility, standing, evaluation and participation of the Transferee Company in all existing and future bids, tenders and contracts of all authorities, agencies and clients;

all bank accounts operated or entitled to be operated by the Transferor Company shall by operation of law pursuant to the Sanction Orders, without the requirement of any further act, instrument or deed, be deemed to have been transferred and shall stand transferred to the Transferee Company and name of the Transferor Company shall be substituted by the

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name of the Transferee Company in the bank's records and the Transferee Company shall be entitled to operate all bank accounts, realize monies and complete and enforce all pending contracts and transactions in the name of the Transferor Company to the extent necessary until the transfer of the rights and obligations of the Transferor Company to the Transferee Company under the Scheme is formally accepted and completed by the parties concerned. It is hereby clarified that all cheques and other negotiable instruments, payment orders received or presented for encashment which are in the name of the Transferor Company on or after the Effective Date 2, shall be accepted by the bankers of the Transferee Company and credited to the account of the Transferee Company, if presented by the Transferee Company; and

all letters of intent, requests for proposal, pre-qualifications, bid acceptances, tenders, and other instrument of whatsoever nature to which the Transferor Company is a party to or to the benefit of which the Transferor Company may be eligible for, shall remain in full force and effect against or in favour of the Transferee Company and may be enforced as fully and effectually as if, instead of the Transferor Company, the Transferee Company had been a party or beneficiary or obligee thereto.

13. TRANSFER OF CONTRACTS, ETC.

([a] )

(b)

(c)

Without prejudice to the generality of Clause 11 above, upon Part II of the Scheme coming into effect on the Effective Date 2 and with effect from the Appointed Date 2, subject to the provisions of this Scheme, all Contracts, insurance policies, applications, and other instruments of whatsoever nature, to which the Transferor Company is a party or to the benefit ofwhich the Transferor Company may be eligible or for the obligations of which the Transferor Company may be liable, and which are subsisting or have effect immediately before the Effective Date 2, shall by operation oflaw pursuant to the Sanction Orders, without the requirement of any further act, instrument or deed, continue in full force and effect on or against or in favour of, as the case may be, of the Transferee Company and may be enforced as fully and effectually as if, instead of the Transferor Company, the Transferee Company had been a party or beneficiary or obligee thereto. It is hereby clarified that upon Part II of this Scheme coming into effect on the Effective Date 2 and with effect from the Appointed Date 2, all inter-se Contracts, and other instruments between the Transferor Company and the Transferee Company, if any, will stand cancelled and there shall be no further inter-se rights and obligations of the Transferor Company and the Transferee Company in this regard.

Without prejudice to the generality of the foregoing, bank guarantees, performance guarantees, letters of credit, agreements with any Governmental Authority, hire purchase agreements, lending agreements and such other agreements, deeds, documents and arrangements pertaining to the business of Transferor Company or to the benefit of which the Transferor Company may be eligible and which are subsisting or have effect immediately before the Effective Date 2, including without limitation all rights and benefits (including without limitation benefits of any deposit, advances, receivables or claims) arising or accruing therefrom, shall, upon Part II of this Scheme coming into effect on the Effective Date 2 and with effect from the Appointed Date 2, by operation of law pursuant to the Sanction Orders without the requirement of any further act, instrument or deed, be deemed to be bank guarantees, performance guarantees, letters of credit, agreements, deeds, documents, and arrangements, as the case may be, of the Transferee Company.

Without prejudice to the other provisions of this Scheme and notwithstanding the fact that vesting of the Undertaking occurs by virtue of this Scheme itself, the Transferee Company may, at any time after Part II of the Scheme coming into effect on the Effective Date 2 and with effect from the Appointed Date 2, in accordance with the provisions hereof, if so required under the Applicable Law or otherwise, take such actions and execute such deeds (including deeds of adherence), confirmations or other writings or tripartite arrangements with any party to any Contract to which the Transferor Company is a party or any writings as may be necessary to be executed in order to give formal effect to the above provisions. The Transferee Company shall, under the provisions of Part II of this Scheme, be deemed to be authorised to execute any such writings as a successor of the Transferor Company and to carry out or perform all such formalities or compliances referred to above on the part of

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the Transferor Company to be carried out or performed.

14. TRANSFER OF LICENSES AND APPROVALS

(a) Without prejudice to the generality of Clause 11 above, upon Part II of the Scheme coming into effect on the Effective Date 2 and with effect from the Appointed Date 2, all approvals, allotments, Consents, concessions, clearances, credits, awards, sanctions, exemptions, benefits, Tax deferrals, subsidies, incentives, refunds, grants, registrations, no-objection certificates, permits, quotas, rights, entitlements, assignments, authorisations, pre qualifications, bids, acceptances, tenders, statutory licenses or other licenses (including the licenses granted by any Governmental Authority or regulatory bodies for the purpose of carrying on its business or in connection therewith), permissions, privileges, powers, facilities, special status, letter of allotments and certificates of every kind and description whatsoever in relation to the Transferor Company, or to the benefit of which the Transferor Company may be eligible, and which are subsisting or having effect immediately before the Effective Date 2, including the benefits of any applications made for any of the foregoing, shall by operation of law pursuant to the Sanction Orders, without the requirement of any further act, instrument or deed, be and remain in full force and effect in favour of the Transferee Company and may be enforced as fully and effectually as if, instead of the Transferor Company, the Transferee Company had been a party or beneficiary or obligee thereto and the Transferee Company shall be bound by the terms thereof, the obligations and duties thereunder, and the rights and benefits under the same shall be available to the Transferee Company.

15.

16.

(b) It is hereby clarified that if the Consent of any third party or Governmental Authority is required to give effect to the provisions of this Clause, the said party or the Governmental Authority shall make and duly record the necessary substitution / endorsement in the name of the Transferee Company pursuant to the sanction of this Scheme by the Tribunal, and upon Part II of this Scheme coming into effect on the Effective Date 2 and with effect from the Appointed Date 2 in accordance with the terms hereof.

TRANSFER OF LIABILITIES

Without prejudice to the generality of Clause 11 above, upon Part II of the Scheme coming into effect on the Effective Date 2 and with effect from the Appointed Date 2, all liabilities relating to and comprised in the Undertaking including all secured and unsecured debts (whether in Indian rupees or a foreign currency), sundry creditors, debentures, loans raised and used, advances duties and obligations (including any guarantees, letters of credit, letters of comfort or any other instrument or arrangement which may give rise to a contingent liability in whatever form) of the Transferor Company of every kind, nature, and description whatsoever and howsoever arising and whenever due, raised or incurred or utilized for its business activities and operations ("Liabilities"), whether or not recorded in its books and records shall, by operation of law pursuant to the Sanction Orders, without the requirement of any further act, instrument or deed, be and stand transferred to and vested in and be deemed to be transferred to and vested in the Transferee Company to the extent that they are outstanding on the Effective Date 2 so as to become the Liabilities of the Transferee Company on the same terms and conditions as were applicable to the Transferor Company and the Transferee Company shall meet, discharge and satisfy the same.

TRANSFER OF ENCUMBRANCES

Without prejudice to the generality of Clause 11 above, upon Part II of the Scheme coming into effect on the Effective Date 2 and with effect from the Appointed Date 2:

(a) the transfer and vesting of the assets comprised in the Undertaking to and in the Transferee Company under this Scheme shall be subject to Encumbrances, if any, affecting the same, as and to the extent hereinafter provided;
(b) all Encumbrances over the Transferor Company's assets existing immediately prior to the Effective Date 2, shall in so far as they secure or pertain to Liabilities of the Transferor Company, shall, after the Effective Date 2, continue to relate and attach to such assets or any

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([c] )

part thereof to which they are related or attached prior to the Effective Date 2 and as are transferred to the Transferee Company. Such Encumbrances shall not relate or attach to any of the other assets of the Transferee Company;

if any assets of the Transferor Company have not been Encumbered in respect of any Liabilities transferred pursuant to this Scheme, such assets shall remain unencumbered, and any existing Encumbrance shall not be extended to and shall not operate over any other assets of the Transferor Company or the Transferee Company. The holders of security over the properties of the Transferee Company shall not be entitled to any additional security over the properties, assets, rights, benefits, and interests of the Transferor Company and therefore, assets of the Transferor Company or the Transferee Company which are not currently Encumbered shall remain free and available for creation of any security thereon in future in relation to any current or future indebtedness of the Transferee Company; and

(d) any reference in any security documents or arrangements (to which the Transferor Company is a party) to the Transferor Company and its assets and properties, shall be construed as a reference to the Transferee Company and the assets and properties of the Transferor Company transferred to the Transferee Company by virtue of this Scheme. Without prejudice to the foregoing provisions, the Transferor Company and the Transferee Company may execute any instruments or documents or do all the acts and deeds as may be considered appropriate, including the filing of necessary particulars and / or modification(s) of charge(s), with the RoC to give formal effect of the above provisions, if required.

17. TRANSFER OF LEGAL AND OTHER PROCEEDINGS

Without prejudice to the generality of Clause 11 above, upon the coming into effect of Part II of this Scheme on the Effective Date 2 and with effect from the Appointed Date 2:

([a] ) any suits, actions, claims, cause of actions, appeals, legal or other proceedings (including tax proceedings), arbitration proceedings before any Governmental Authority or any other tribunal(s) and other proceedings of whatsoever nature ("Proceedings") by or against the Transferor Company which is pending prior to the Effective Date 2 or which may be instituted at any time in the future, shall not abate, be discontinued or be in any way prejudicially affected by reason of the amalgamation of the Transferor Company with and into the Transferee Company pursuant to and in accordance with this Scheme or of anything contained in this Scheme, but the Proceedings may be continued, prosecuted and enforced by or against the Transferee Company in the same manner and to the same extent as it would or might have been continued, prosecuted and enforced by or against the Transferor Company, by operation of law pursuant to the Sanction Orders, without the requirement of any further act, instrument or deed;

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([b] ) the Transferee Company shall be deemed to be authorised under this Scheme to execute any pleadings, applications, forms, etc., as are required to remove any difficulties and carry out any formalities or compliance as are necessary for the implementation of this Scheme.

18. S TRANSFER OF EMPLOY

Without prejudice to the generality of Clause 11 above, upon Part II of the Scheme coming into effect on the Effective Date 2:

([a] ) all persons who were employed in the Transferor Company immediately before the Effective Date 2 shall become employees of the Transferee Company pursuant to the Sanction Orders, on terms and conditions which are overall not less favourable than those that were applicable to such employees immediately prior to Effective Date 2 and without any break or interruption in service. It is clarified that such employees of the Transferor Company who become employees of the Transferee Company by virtue of this Scheme, shall be governed by the terms of employment of the Transferee Company (including in connection with provident fund, gratuity fund, superannuation fund or any other special fund or obligation), provided that such terms of employment of the Transferee Company are overall not less favourable than those that were applicable to such employees immediately before Effective Date 2;

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(b) with regard to provident fund, gratuity fund, superannuation fund or any other special fund or obligation created or existing for the benefit of the employees of the Transferor Company who become employees of the Transferee Company by virtue of this Scheme upon Part II of this Scheme coming into effect on the Effective Date 2, (i) all contributions made to such funds by the Transferor Company on behalf of such employees shall be deemed to have been made on behalf of the Transferee Company, and shall be transferred to the Transferee Company, the relevant authorities or the funds (if any) established by the Transferee Company, as the case may be, and (ii) all contributions made by such employees, including interests/ investments (which are referable and allocable to the employees transferred), shall be transferred to the Transferee Company, the relevant authorities or the funds (if any) established by the Transferee Company, as the case may be. Where applicable and required, in connection with provident fund, gratuity fund, superannuation fund or any other special fund or obligation created or existing for the benefit of the employees of the Transferor Company who become employees of the Transferee Company by virtue of this Scheme, the Transferee Company shall stand substituted for the Transferor Company, by operation of law pursuant to the Sanction Orders, for all purposes whatsoever relating to the obligations to make contributions to the said funds in accordance with the provisions of such schemes or funds in the respective trust deeds or other documents. It is the aim and intent of this Scheme that all the rights, duties, powers and obligations of the Transferor Company in relation to such schemes or funds shall become those of the Transferee Company;
(c) any prosecution or disciplinary action initiated, pending or contemplated against and any penalty imposed in this regard on any employee past or present, forming· part of the Transferor Company shall not abate, be discontinued or in any way prejudicially affected by reason of the Scheme and shall be continued/ continue to operate against the relevant employee and the Transferee Company shall be entitled to take any relevant action or sanction, without the requirement of any further act, instrument or deed undertaken by the Transferor Company or the Transferee Company;
( d) notwithstanding the aforesaid, the Board of the Transferee Company, if it deems fit and subject to Applicable Law, shall be entitled to:
(i) retain separate trusts or funds within the Transferee Company for the erstwhile fund(s) of the Transferor Company; or
( ii) merge the pre-existing funds of the Transferor Company with other similar funds of the Transferee Company.
( e) the Transferee Company shall, for the purpose of payment of any retrenchment compensation, gratuity and other terminal benefits to the employees of Transferor Company, take into account the past services of such employees with the Transferor Company;

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(f) the Transferee Company shall continue to abide by any agreement(s)/ settlement(s) entered into by the Transferor Company with its employees; and
employment information, whether in physical or electronic form, including personnel files including hiring documents, payroll records, medical documents (including documents relating to past or on-going leaves of absence, on the job injuries or illness, or fitness for work examinations, where relevant), disciplinary records, supervisory files relating to the employees of Transferor Company and all forms, notifications, orders and contribution/identity cards issued by the concerned authorities relating to benefits shall be deemed to have been transferred to the Transferee Company pursuant to the Sanctions Orders.
(g)

19. TREATMENT OF TAXES

Without prejudice to the generality of Clause 11 above, upon Part II of the Scheme coming into effect on the Effective Date 2 and with effect from the Appointed Date 2:

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(a) all Taxes / cess / duties paid, payable, received or receivable by or on behalf of the Transferor Company, including all or any refunds, claims or entitlements as to Tax credits, Taxes paid in advance, and/ or Taxes deducted at source, and/ or Taxes collected at source, including refunds or claims pending with the revenue authorities, if any, whether or not the same is reflected in Form 26AS/ Form AIS of the Transferor Company, shall, for all purposes be treated as the Taxes / cess / duties, liabilities or refunds of the Transferee Company by operation of law pursuant to the Sanctions Orders, without the requirement of any further act, instrument or deed;

(b) all deductions otherwise admissible to Transferor Company including without limitation deduction admissible on actual payment or on deduction of appropriate Taxes or on payment of Tax deducted at source (including, but not limited to, claim for sum prescribed under Section 43B, Section 40, Section 35DD and Section 94B of the Income Tax Act, claim for deduction of provisions written back by the Transferor Company previously disallowed in the hands of Transferor Company under the Income Tax Act, claim for debt or part of debt written off by Transferor Company under Section 36(l)(vii) read with Section 36(2) of the Income Tax Act where such debt or part of debt were offered to Tax by the Transferor Company, and claim for any deferred payments) shall be eligible for deduction to the Transferee Company in the same manner and to the same extent as would have been enjoyed, availed or utilized by the Transferor Company before the Effective Date 2 by operation of law pursuant to the Sanctions Orders, without the requirement of any further act, instrument or deed;

(c) the unutilized credits relating to excise duties paid on inputs lying to the account of Transferor Company as well as the unutilized credits relating to service Tax / goods and service Tax on input goods consumed by the Transferor Company shall be transferred to the Transferee Company automatically without any specific approval or permission, as an integral part of the Scheme, by operation of law pursuant to the Sanctions Orders without the requirement of any further act, instrument or deed;

( d) to the e£'-tent required, the Transferor Company and the Transferee Company shall be permitted to revise and file their respective financial statements, income Tax returns (including under Section 170A of the Income Tax Act, Tax deducted at source or Tax collected at source), withholding Tax returns (including Tax deducted at source certificates), sales Tax, value added Tax, service Tax, central sales Tax, entry Tax, goods and services Tax returns and any other Tax returns, if required to give effect to the provisions of the Scheme. Such returns may be revised and filed notwithstanding that the statutory period for such revision and filing may have expired;

(e) the Transferee Company shall be entitled to: (i) claim deduction with respect to items such as provisions, expenses, etc. disallowed in earlier years in the hands of the Transferor Company, which may be allowable in accordance with the provisions of the Income Tax Act on or after the Effective Date 2; and (ii) exclude items such as provisions, reversals, etc. for which no deduction or Tax benefit has been claimed by the Transferor Company prior to the Effective Date 2;

(f) notwithstanding anything to the contrary contained in the provisions of this Scheme, unabsorbed Tax depreciation and accumulated losses, ifany, of the Transferor Company as on the Effective Date 2, shall, for all purposes, be treated as unabsorbed Tax depreciation and accumulated losses of the Transferee Company and the Transferee Company shall be eligible to set off unabsorbed Tax depreciation and accumulated losses, if any, of the Transferor Company as on the Effective Date 2 against future taxable income of the Transferee Company in the same manner and to the same extent as would have been enjoyed, availed or utilized by the Transferor Company before the Effective Date 2;

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(g) it is further clarified that any unabsorbed depreciation of the Transferor Company as specified in their respective books of account shall be included as unabsorbed depreciation of the Transferee Company for the purposes of computation of minimum alternate Tax;

(h) any Tax liability under the Income Tax Act, or any other applicable Tax laws or regulations allocable to the Transferor Company whether or not provided for or covered by any Tax provisions in the accounts of the Transferor Company made as on the date immediately preceding the Effective Date 2, shall be transferred to the Transferee Company. Any

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surplus in the provision for taxation or duties or levies in the accounts of the Transferor Company, including advance Tax and Tax deducted at source as on the close of business in India on the date immediately preceding the Effective Date 2 will also be transferred to the account of the Transferee Company, by operation of law pursuant to the Sanctions Orders without the requirement of any further act, instrument or deed;

(i) all Tax assessment proceedings and appeals of whatsoever nature by or against the Transferor Company, pending or arising as on the Effective Date 2, shall be continued and I or enforced by or against the Transferee Company in the same manner and to the same extent as would or might have been continued and enforced by or against the Transferor Company. Further, the aforementioned proceedings shall neither abate or be discontinued nor be in any way prejudicially affected by reason of the amalgamation of the Transferor Company with and into the Transferee Company pursuant to and in accordance with this Scheme or anything contained in this Scheme;

G) any refund under the Income Tax Act or any other tax laws related to or due to the Transferor Company, including those for which no credit is taken as on the date immediately preceding the Effective Date 2, shall also belong to and be received by the Transferee Company; and

(k) without prejudice to the generality of the above, all benefits, incentives, claims, losses, credits (including income Tax, service Tax, excise duty, goods and service Tax and applicable state value added Tax (if applicable)) to which the Transferor Company is entitled to in terms of applicable tax laws, shall be available to and vest in the Transferee Company by operation of law pursuant to the Sanctions Orders without the requirement of any further act, instrument or deed.

20.

The Transferee Company and the Transferor Company shall, respectively, take such actions as may be necessary and permissible in order to give formal effect to the provisions of Part II of this Scheme, including, without limitation, making appropriate filings with any Person (including the relevant Governmental Authorities), and such Person (including the relevant Governmental Authorities) shall take the same on record, and shall make and duly record the necessary substitution/endorsement in the name of the Transferee Company upon Part II of the Scheme coming into effect on the Effective Date 2 and with effect from the Appointed Date 2 in accordance with the terms hereof.

The Transferee Company shall, at any time after Part II of the Scheme coming into effect on the Effective Date 2 and with effect from the Appointed Date 2, if so required under Applicable Laws, do all such acts or things as may be necessary to transfer/ obtain the approvals, Consents, Contracts, exemptions, registrations, no-objection certificates, permits, quotas, rights, entitlements, licenses and certificates which were held or enjoyed by the Transferor Company, including in connection with the transfer of properties of the Transferor Company to the Transferee Company. The Transferee Company shall file appropriate applications/ documents and make appropriate filings with the relevant authorities concerned for information and record purposes and the Transferee Company shall, under the provisions of this Scheme, be deemed to be authorised to execute any such writings on behalf of the Transferor Company and to carry out or perform all such acts, formalities or compliances •referred to above on behalf of the Transferor Company, inter alia, in its capacity as the successor entity of the Transferor Company.

SECTION B: CONSIDERATION FOR AMALGAMATION

22.

The Board of the Transferee Company shall determine the Record Date for the issue and allotment of Equity Shares to the shareholders of the Transferor Company.

Upon Part II of the Scheme coming into effect on the Effective Date 2 and with effect from the Appointed Date 2 and in consideration of the amalgamation including the transfer and vesting of the Undertaking of the Transferor Company with the Transferee Company pursuant to this Scheme, the Transferee Company shall, without any further application, act, instrument or deed issue and allot to each equity shareholder of the Transferor Company as on the Record Date, 187 (One Hundred and Eighty Seven) fully paid-up Equity Share(s) ofINR 10 (Indian Rupees Ten) each of the Transferee Company for every 100 (One Hundred) fully paid-up Equity Share( s) of INR 10 (Indian Rupees Ten) each of the Transferor Company.

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The share exchange ratio stated in Clause 23 above has been taken on record and approved by the Boards of each of the Transferor Company and Transferee Company after taking into consideration the joint valuation report dated February 7, 2024 provided by SSPA & CO., Chartered Accountants and Pawan Shivkumar Poddar, both who are Registered Valuers issued to the Transferor Company and the Transferee Company ("Joint Valuers"). Further, the share exchange ratio stated in Clause 23 above has been confirmed in the joint valuation report dated November 25, 2024 provided by the Joint Valuers, which valuation report has been taken on record and approved by the Boards of each of the Transferor Company and the Transferee Company on November 25, 2024.
The Equity Shares in the Transferee Company to be issued to the shareholders of the Transferor Company pursuant to Clause 23 of Section B of Part II of this Scheme shall rank pari passu in all respects with the existing Equity Shares of the Transferee Company, including with respect to dividend, bonus, voting rights and other corporate benefits attached to the Equity Shares of the Transferee Company. The Equity Shares of the Transferee Company issued pursuant to Clause 23 of Section B of Part II and in lieu of the locked-in shares of the Transferor Company, if any, will be subject to lock-in for the remaining lock-in period of such locked-in shares, in accordance with the SEBI Scheme Circular.
If any shareholder of the Transferor Company becomes entitled to a fractional Equity Share to be issued by the Transferee Company pursuant to Clause 23 of Section B of Part II of this Scheme, the Transferee Company shall not issue such fractional Equity Share to such shareholder of the Transferor Company, but shall consolidate all such fractional entitlements of all shareholders of the Transferor Company and the Board of the Transferee Company shall, without the requirement of any further act, instrument or deed, issue and allot such Equity Shares that represent the consolidated fractional entitlements to a trustee nominated by the Board of the Transferee Company ("Trustee") and the Trustee shall hold such Equity Shares, with all additions or accretions thereto, in trust for the benefit of the shareholders of the Transferor Company who are entitled to the fractional entitlements (and their respective heirs, executors, administrators or successors) for the specific purpose of selling such Equity Shares in the market within a period of 90 (ninety) days from the date of allotment of shares, and on such sale, distribute to the shareholders in proportion to their respective fractional entitlements, the net sale proceeds of such Equity Shares and dividends or distributions made on such Equity Shares (after deduction of applicable Taxes and costs incurred and subject to withholding Tax, if any). It is clarified that any such distribution shall take place only after the sale of all the Equity Shares of the Transferee Company that were issued and allotted to the Trustee pursuant to this Clause 26.
The Equity Shares issued by the Transferee Company in terms of Clause 23 of Section B of Part II of the Scheme shall be issued in dematerialized form and the register of members maintained by the Transferee Company and/ or, other relevant records, whether in physical or electronic form, maintained by the Transferee Company, the relevant depository and registrar and transfer agent in terms of Applicable Laws shall (as deemed necessary by the Board of the Transferee Company) be updated to reflect the issue of such Equity Shares by the Transferee Company in terms of this Scheme. The shareholders of the Transferor Company who hold equity shares in the Transferor Company in physical form shall provide requisite details relating to his/ her/ its accounts with a depository participant to the Transferee Company prior to the Effective Date 2 to enable the Transferee Company to issue Equity Shares in terms of Clause 23 of Section B of Part II of the Scheme.

However, if no such details have been provided to the Transferee Company by the relevant shareholder(s) holding equity shares in the Transferor Company in physical form prior to the Effective Date 2, the Transferee Company shall issue the corresponding Equity Shares in dematerialized form to the trustee nominated by the Board of the Transferee Company who shall hold such Equity Shares in trust for the benefit of the relevant shareholder(s) of the Transferor Company.

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Upon Part II of this Scheme coming into effect on the Effective Date 2 and upon the Equity Shares of the Transferee Company being issued and allotted by it to the equity shareholders of Transferor Company in terms of Clause 23 of Section B of Part II of this Scheme, the Equity Shares of the Transferor Company, shall be deemed to have been automatically cancelled, and any liability in respect of the same shall stand extinguished.
The Equity Shares allotted and issued in terms of Clause 23 of Section B of Part II of this Scheme, shall be listed and/or admitted to trading on the Stock Exchanges, where the Equity Shares of the

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Transferee Company are listed and/or admitted to trading. The Transferee Company shall make all requisite applications, and take all steps to list the Equity Shares issued and allotted pursuant to Clause 23, listed on the Stock Exchanges and obtain the final listing and trading permissions for such Equity Shares.

The Equity Shares issued and allotted in terms of Clause 23 of Section B of Part II of this Scheme, shall remain frozen in the depository system till listing/ trading permission is given by the Stock Exchange with respect to such Equity Shares.
Upon the Scheme coming into effect in accordance with its terms, in addition to the existing promoters of the Transferee Company (i.e., Zuari Maroc Phosphates Private Limited), Akshay Poddar, Shradha Agarwala, Jyotsna Poddar, Gaurav Agarwala, Zuari Agro Chemicals Limited, Adventz Finance Private Limited, Zuari Industries Limited and their affiliates (if any), shall each be and deemed to be the "promoters" of the Transferee Company.
On the approval of this Scheme by the Board and members of each of the Transferor Company and the Transferee Company pursuant to Sections 230-232 of the Act and other relevant provisions of the Act, if applicable, it shall be deemed that the Board and members of each of the Transferee Company and Transferor Company have also accorded their consent under Sections 13, 42, 61, 62(1)1 and 64 of the Act and/ or any other applicable provisions of the Act and the relevant provisions of the Articles, as may be applicable, for the aforesaid issuance of Equity Shares of the Transferee Company to the equity shareholders of the Transferor Company and amendment of the memorandum of association of the Transferee Company for reclassification and enhancement of the authorised share capital of the Transferee Company, and no further resolution or actions, including compliance with any procedural requirements, shall be required to be undertaken by the Transferee Company under Sections 13, 42, 61, 62(l)(c) or 64 of the Act and/ or any other applicable provisions of the Act. Upon Part II of this Scheme coming into effect on the Effective Date 2, the Transferee Company shall, if required, file all necessary documents/ intimations as per the provisions of the Act with the RoC or any other applicable Governmental Authority to record the amalgamation of Transferor Company with and into the Transferee Company, issuance of Equity Shares of the Transferee Company to the equity shareholders of the Transferor Company, amendment of the memorandum of association of the Transferee Company and dissolution of the Transferor Company, in the manner set out in Section C of Part II of this Scheme.

In the event of there being any pending share transfers, whether lodged or outstanding, of any shareholder of the Transferor Company, the Board of the Transferee Company shall be empowered in appropriate cases, prior to or even subsequent to the Record Date, to effectuate such a transfer as if such changes in registered holder were operative as on the Record Date, in order to remove any difficulties arising to the transferor of the shares in the Transferor Company and in relation to the shares issued by the Transferee Company, after the effectiveness of the Scheme. The Board of the Transferee Company shall be empowered to remove such difficulties as may arise in the course ofimplementation of this Scheme and registration of new shareholders in the Transferee Company.

SECTION C: DISSOLUTION OF THE TRANSFEROR COMP ANY

Upon Part II of this Scheme coming into effect on the Effective Date 2 and with effect from the Appointed Date 2, subject to Clause 49 of Part IV, the Transferor Company shall, without the requirement of any further act, instrument or deed, shall stand dissolved without winding up pursuant to the Sanction Orders.
On and from the Effective Date 2, subject to Clause 49 of Part IV: (i) the Board of the Transferor Company, shall, without the requirement of any further acts, resolutions, filings, instruments, or deeds, cease to exist and stand dissolved; and (ii) the name of the Transferor Company shall be struck off from the records of the RoC.

SECTION D: ACCOUNTING TREATMENT

Notwithstanding anything to the contrary contained in the Scheme, pursuant to Part II of the Scheme coming into effect on the Effective Date 2 and with effect from the Appointed Date 2, the Transferee Company shall account for the amalgamation of the Transferor Company with the Transferee Company in its books of account as per the acquisition method in accordance with accounting principles as laid down in the Indian Accounting Standard 103 (Business Combinations), notified under Section 133 of the Act read with the Companies (Indian Accounting

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3 7.

Standards) Rules, 2015, as amended and relevant clarifications issued by the Institute of Chartered Accountants of India.

As the Transferor Company shall stand dissolved without being wound up upon Part II of this Scheme coming into effect on the Effective Date 2 and with effect from the Appointed Date 2, as mentioned in Section C of Part II of this Scheme, there shall be no accounting treatment in the books of account of the Transferor Company.

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PARTID

TRANSFER OF SHARES OF THE TRANSFEROR COMPANY

As lender( s) of the Transferor Company and the Transferee Company require the existing promoter of the Transferee Company to continue to exercise control and hold more than 50% (fifty percent) of the share capital of the Transferee Company even after the Scheme becomes effective, and in order to ensure that the existing promoter of the Transferee Company continues to hold more than 50% (fifty percent) of the share capital of the Transferee Company upon Part II of the Scheme coming into effect on the Effective Date 2 and with effect from the Appointed Date 2, as an integral part of the Scheme, the Transferor Shareholder shall transfer the Identified Shares to the Transferee Shareholder, in accordance with Applicable Law, such that upon the transfer of the Identified Shares by the Transferor Shareholder to the Transferee Shareholder on the Effective Date 1, the Transferee Shareholder receives full legal and beneficial ownership of the Identified Shares and all rights, title and interest relating thereto, including all dividends, distributions or any return of capital declared, paid or made by the Transferor Shareholder, free and clear of Encumbrances ("Share Transfer"). The Transferee Shareholder may raise funds/ financing from its shareholder(s) and/or from external source(s) (as may be required) to fund the Share Transfer as contemplated in this Part III of the Scheme.
The transfer of all the Identified Shares from the Transferor Shareholder to the Transferee Shareholder shall take place on the Effective Date 1, at a price of INR 144 (Indian Rupees One Hundred and Forty Four) per Identified Share, and the Transferee Shareholder shall pay an aggregate cash consideration ofINR 418.14 Crores (Indian Rupees Four Hundred and Eighteen Crores and Fourteen Lakhs approximately) for the Share Transfer, subject to any Taxes that need to be deducted at source, if any.

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All Taxes payable under Applicable Law, including income Tax, capital gains Tax or any other Tax, if any, relating to the transfer of the Identified Shares as may be applicable on the Transferor Shareholder shall be the sole responsibility of the Transferor Shareholder.
The Share Transfer shall take place and come into effect on the Effective Date 1 and with effect from the Appointed Date 1.

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PART IV

GENERAL TERMS AND CONDITIONS

42. TRANSFER OF THE AUTHORIZED SHARE CAPITAL AND AMENDMENT TO THE MEMORANDUM OF ASSOCIATION OF THE TRANSFEREE COMPANY

(a) As an integral part of this Scheme and upon Part II of the Scheme coming into effect on the Effective Date 2, the authorised share capital of the Transferor Company, comprised of INR 1,24,00,00,000 (Indian Rupees One Hundred and Twenty Four Crores only) of equity share capital, divided into 12,40,00,000 (Twelve Crores Forty Lakhs) equity shares of face value of INR 10 (Indian Rupees Ten only) each and INR 6,00,00,000 (Indian Rupees Six Crores only) of preference share capital divided into 6,00,000 (Six Lakhs) 13% (thirteen percent) redeemable cumulative preference shares of face value of INR 100 (Indian Rupees One Hundred only) each, shall stand reclassified entirely as INR 1,30,00,00,000 (Indian Rupees One Hundred and Thirty Crores only) of equity share capital, divided into 13,00,00,000 (Thirteen Crores) equity shares of face value oflNR 10 (Indian Rupees Ten only) each, and shall stand consolidated and vested in and merged with the authorised share capital of the Transferee Company.

(b) As a consequence, the authorised share capital of the Transferee Company as set out in Clause 10(b) of Part I of this Scheme shall stand enhanced to INR 1,130,00,00,000 (Indian Rupees One Thousand One Hundred and Thirty Crores only) divided into I 03,00,00,000 (One Hundred and Three Crores) equity shares of face value ofINR l O (Indian Rupees Ten only) each and INR 100,00,00,000 (Indian Rupees One Hundred Crores only) divided into l,00,00,000 (One Crore) and 7% (seven percent) non-cumulative redeemable preference shares of face value of INR I 00 (Indian Rupees One Hundred only) each, without the requirement of any further act, instrument or deed, and the liability of the Transferee Company for payment of any additional fees or stamp duty in respect of such increase shall be limited to the difference between the fee or stamp duty payable by the Transferee Company on its increased authorized share capital after this entire Scheme comes into effect, and the fee or stamp duty paid by the Transferor Company, if any, on its authorised share capital, from time to time.

(c) Subsequent to the reclassification and enhancement of the authorised share capital of the Transferee Company as contemplated in this Clause 42, the authorised share capital clause of the Memorandum of Association (Clause V) of the Transferee Company shall stand modified and read as follows:

"The Authorised Share Capital of the Company is INR l,130,00,00,000 (Indian Rupees One Thousand One Hundred and Thirty Crores only) divided into 103,00,00,000 (One Hundred and Three Crores) Equity Shares of face value INR 10 (Indian Rupees Ten only) amounting to INR 1,030, 00, 00, 000 (Indian Rupees One Thousand and Thirty Crores only), and 1,00,00,000 (One Crore) 7% (seven JOO percent) Non-Cumulative Redeemable Preference Shares of face value INR (Indian Rupees One Hundred only) each amounting to INR 100,00,00,000 (Indian Rupees One Hundred Crores only) with a power to increase or reduce the capital of the Company in accordance with the provisions of the Companies " Act, 2013 and to classify or reclassify the Share Capital.

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(d) For the avoidance of doubt, it is clarified that, in case, the authorised share capital of the Transferor Company and/or the Transferee Company, as the case may be, undergoes any change, prior to Part II of this Scheme coming into effect on the Effective Date 2, then this Clause 42 of Part IV of this Scheme shall automatically stand modified/ adjusted accordingly to take into account the effect of such change.

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(e) On the approval of this Scheme by the Board and the members of the Transferor Company and Transferee Company pursuant to Sections 230-232 of the Act and other relevant provisions of the Act and the rules made thereunder, the SEBI Scheme Circular and the SEBI LODR Regulations, if applicable, it shall be deemed that the Board and the members of the Transferor Company and Transferee Company have also accorded their consent under Sections 13, 61 and 64 of the Act and/ or any other applicable provisions of the Act

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and the rules made thereunder, the relevant provisions of the SEBI LODR Regulations and the Articles, as may be applicable, for effecting the aforesaid reclassification, amendment and increase in the authorised share capital of the Transferee Company, and no further resolution or actions, including compliance with any procedural requirements, shall be required to be undertaken by the Transferor Company and/or the Transferee Company under Sections 13, 61 or 64 of the Act and/ or any other applicable provisions of the Act and the rules made thereunder, the relevant provisions of the SEBI LODR Regulations and/or the Articles. Upon Part II of this Scheme coming into effect on the Effective Date 2, the Transferee Company shall, if required, file all necessary documents/ intimations as per the provisions of Act and the rules made thereunder with RoC or any other applicable Governmental Authority in respect of the aforesaid reclassification, amendment and increase in the authorised share capital of the Transferee Company, in the manner contemplated under this Clause 42 of Part IV of this Scheme.

43. VALIDITY OF EXISTING RESOLUTIONS

The resolutions and powers of attorney of/ or executed by the Transferor Company shall upon Part II of the Scheme coming into effect on Effective Date 2, stand terminated and revoked, and all authorities granted (including powers of attorney and board resolutions passed granting authority(ies) to Persons), to represent or act for and on behalf of the Transferor Company, including any authority granted to any Person(s) who is not an employee of the Transferor Company, to represent, interact or deal with, or enter into any arrangement with, any Governmental Authority, for and on behalf of the Transferor Company shall stand terminated and revoked.

44. A LICATIONS TO GOVERNMENTAL AUTHORITIES

(a) The Transferor Company and the Transferee Company shall make all necessary application(s) and petition(s) to the Tribunal under Sections 230 to 232 and other applicable provisions of the Act and the rules made thereunder, for sanction of this Scheme and all matters ancillary or incidental thereto, under provisions of Applicable Law and obtain such other approvals, as required under Applicable Law.
(b) Upon Part II of the Scheme being effective from the Effective Date 2, the members of the Transferee Company and the Transferor Company shall be deemed to have also accorded their approval under all relevant provisions of the Act and the rules made thereunder and Applicable Law for giving effect to the provisions contained in this Scheme.

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( c) The Transferee Company and the Transferor Company shall be entitled, pending the effectiveness of the Scheme, to apply to any Governmental Authority (including the Ministry of Chemicals and Fertilizers), if required under any Applicable Law for such Consents and approvals, as agreed between the Transferee Company and the Transferor Company, which they may require to effect the transactions contemplated under the Scheme, in any case subject to the terms as may be mutually agreed.

45. CONDITIONS PRECEDENT TO EFFECTIVENESS

Part III of the Scheme shall become effective on the date on which the last of the following conditions are fulfilled ("Effective Date 1"):

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(i) A1m.roval of the members:
the requisite majorities in number and value of such classes of members of each of the Transferor Company and Transferee Company, as may be directed by the Tribunals or any other competent authority, as may be applicable, approving this Scheme; and
this Scheme being approved by the public shareholders of each of the Transferor Company and the Transferee Company through e-voting in terms of paragraph 10( a) of Part I of the SEBI Scheme Circular and the votes cast by the public shareholders of the Transferor Company and the Transferee Company in favour of this Scheme being more than the number of votes cast by public shareholders of the Transferor Company and the Transferee Company (respectively) against this Scheme,

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in each case, in compliance with the provisions of the Act, the SEBI Scheme Circular and / or the SEBI LODR Regulations.

(ii) the requisite majorities in number and value of such classes of secured and/or unsecured creditors of Transferor Company and Transferee Company, as applicable, as may be directed by the Tribunal or any other competent authority, as may be applicable, approving this Scheme;
(iii) the Transferee Company and Transferor Company having procured the approval of the CCI to consummate this Scheme, in accordance with the provisions of Applicable Laws, in a form and substance satisfactory to each of the Transferor Company and the Transferee Company;
(iv) the Stock Exchanges having issued their observation/no-objection letters as required under the SEBI LODR Regulations read with the SEBI Scheme Circular, in a form and substance satisfactory to each of the Transferor Company and the Transferee Company;
(v) receipt of the Sanction Orders under the provisions of Sections 230-232 of the Act and receipt of certified copies of the Sanction Orders;
(vi) the certified copies of the Sanction Orders having been filed by the Transferor Company and the Transferee Company (as the case may be), with the respective RoC within the timeline specified under Applicable Law; and
(vii) the satisfaction (or waiver in writing) of such other conditions precedent as have been mutually agreed between the Transferor Company and the Transferee Company in writing, in the Merger Cooperation Agreement.
The Scheme shall not come into effect unless the aforementioned conditions precedent mentioned in Clause 45 above are satisfied ( or to the extent permissible under Applicable Law, waived by the Transferee Company) and in such an event, no rights and liabilities stated under this Scheme shall accrue to or be incurred inter se the Transferor Company and the Transferee Company or their

respective shareholders or creditors or employees or any other Person.

Each of the Transferor Company and the Transferee Company shall file the Sanction Orders with the respective RoC within the timeline specified under Applicable Law. In case Part II of the Scheme does not become effective on Effective Date 2 and Part III of the Scheme does not become effective on Effective Date 1, within a period of 30 (thirty) days ofreceipt ofrespective Sanction Orders, the Transferor Company and the Transferee Company ( as the case may be) shall be entitled to promptly file the Sanction Orders with the respective RoC in the requisite form(s), along with the necessary clarification letter(s), as may be required, within the time period prescribed under Applicable Law or the Sanction Orders. Upon Part II of the Scheme coming into effect in accordance herewith, the Transferor Company and the Transferee Company (as the case may be) shall file the requisite form(s), along with the necessary letter(s), as may be required, with their respective RoC. 47.

The amalgamation of the Transferor Company with the Transferee Company pursuant to Part II of this Scheme shall be operative on and from the Effective Date 2 and shall be effective on and from the Appointed Date 2.

49. SEQUENCING OF ACTIONS

49.1 The Scheme shall be implemented in the following sequence:

Firstly, the following action under Part III of this Scheme shall occur on the Effective Date 1:

(a) Transfer of Identified Shares from the Transferor Shareholder to the Transferee Shareholder in accordance with Part III of this Scheme;

Subsequently and only after the action stated in (a) above has been undertaken and the Share Transfer having consummated, the following actions under Part II and Part IV of this Scheme shall occur pursuant to the effectiveness of Part II of this Scheme:

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1,,

(a) amalgamation of the Transferor Company into and with the Transferee Company m accordance with Part II of this Scheme;
(b) transfer of the authorised share capital of the Transferor Company to the Transferee Company in accordance with Clause 42 of Part IV of this Scheme, and consequential increase in the authorised share capital of the Transferee Company;
( c) dissolution of the Transferor Company without winding-up in accordance with Clause 34 of Section C of Part II of this Scheme; and
( d) issue and allotment of Equity Shares of the Transferee Company by the Transferee Company to the equity shareholders of the Transferor Company ( as of the Record Date) in accordance with Clause 23 of Section B of Part II of this Scheme.

49.2 To meet the overall objective set out in the Scheme and to continue to remain the holding company of the Transferee Company upon the Scheme coming into effect on the Effective Date 2, the Transferee Shareholder may acquire up to 1,90, 16,030 (One Crore Ninety Lakhs Sixteen Thousand and Thirty) Equity Shares of the Transferee Company on or prior to the Effective Date 1.

50. MODIFICATIONS/ AMENDMENTS TO THE SCHEME

The Transferor Company and Transferee Company will be at liberty to apply to the respective Tribunal from time to time for necessary directions in matters relating to this Scheme or any terms hereof, in terms of the Act and the rules made thereunder.

Subject to the provisions of the SEBI Scheme Circular, the Transferee Company and the Transferor Company may, by mutual written consent and acting through their respective Boards (which shall include any committee constituted by the respective boards), assent to any modifications/ amendments to this Scheme and/ or to any conditions or limitations that the Tribunals or any other Governmental Authority may deem fit to direct or impose or which may otherwise be considered necessary, desirable or appropriate by them.

51. REMOVALOFDIFFICULTIES

The Transferor Company or Transferee Company (as the case maybe), may, by mutual consent and acting through their respective authorised representatives, agree to take all such steps as may be necessary, desirable or proper to resolve all doubts, difficulties or questions, that may arise in relation to the meaning or interpretation of the respective sections of this Scheme or implementation thereof or in any manner whatsoever connected therewith, whether by reason of any directive or orders of the Tribunals or any other Governmental Authority or otherwise, howsoever arising out of, under or by virtue of this Scheme in relation to the arrangement contemplated in this Scheme and/or any matters concerned or connected therewith and to do and execute all acts, deeds, matters.and things necessary for giving effect to this Scheme.

52. WITHDRAWAL OF THE SCHEME

The Scheme shall be withdrawn from the Tribunals by the Transferor Company and the Transferee Company upon the occurrence of the following events:

(a) by mutual consent of the Transferor Company and the Transferee Company, acting through their respective board of directors; or
(b) upon termination of the Merger Cooperation Agreement.

53. TAX NEUTRALITY

This Scheme is in compliance with the provisions relating to "Amalgamation" as specified under Section 2( 1 B) and other relevant provisions of the Income Tax Act, such that, inter alia upon Part II of this Scheme becoming effective on the Effective Date 2 and with effect from the Appointed Date 2:

(a) all the properties of the Transferor Company, immediately before the Effective Date 2,

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shall become the properties of the Transferee Company, by virtue of the amalgamation;

([b] ) all the Liabilities of the Transferor Company, immediately before the Effective Date 2, shall become the liabilities of the Transferee Company, by virtue of the amalgamation; and
(c) shareholders holding at least 314[th ] (three-fourths) in value of the shares in the Transferor Company ( other than shares already held therein immediately before the amalgamation by, or by a nominee for, the Transferee Company or its subsidiary) will become shareholders of the Transferee Company by virtue of the amalgamation.

If any terms or provisions of this Scheme is/are inconsistent with the provisions of Section 2( 1 B) of the Income Tax Act, the provisions of Section 2(1 B) of the Income Tax Act shall prevail and this Scheme shall stand modified to the extent necessary to comply with Section 2(1B) of the Income Tax Act and such modification shall not affect other terms or provisions of this Scheme.

54. ENTIRE EFFECT

Each section of this Scheme is inextricably inter-linked with the other sections and the Scheme shall be given effect only in its entirety in the sequence set out in Clause 49 of Section IV of the Scheme.

55. COSTS

(a) The Transferor Company and the Transferee Company agree that it shall bear by itself all own costs, charges, levies and expenses in relation to or in connection with or incidental to this Scheme until the date of sanction of this Scheme by the Tribunals, including without limitation, costs and expenses associated with retention of financial, legal, tax and other professional advisers, and in connection with any valuation report and the fairness opinion issued by their respective valuers and merchant bankers.

([b] ) Save as otherwise agreed, all stamp, transfer, registration, and other similar taxes, duties, charges and f s (including in relation to the registration and the stamping of the Sanction Orders) payable or assessed in connection with this Scheme, the issuance of Equity Shares by the Transferee Company and the transfers contemplated by the Scheme shall be borne by the Transferee Company and the Transferee Company shall be entitled to claim deduction of all such expenses in accordance with the provisions of Section 35OD of the Income Tax Act.

56. SEVERABILITY

If any provision of this Scheme becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Scheme, and the Transferor Company and the Transferee Company will negotiate in good faith to agree to replace such illegal, void, or unenforceable provision of this Scheme with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision or act in accordance with a judgment, order, decree, or declaration made by a court of competent jurisdiction. The balance of this Scheme shall be enforceable in accordance with its terms.

57. REPEAL AND SAVING

The provisions of the Act and rules made thereunder shall not be required to be separately complied with, in relation to acts done by the Transferor Company or the Transferee Company as per direction of the Tribunal or the Sanction Orders.

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Annexure-3

Godrej Waterside, Unit No. 603 6th Floor, Tower 1, Plot No 5, Block - DP Sector V, Salt Lake, Kolkata - 700091 Tel: +91 33 4035 4200 Fax: +91 33 4035 4295

BS R & Co. LLP Chartered Accountants

lndeoendent Auditor's Reoort

To the Members of Paradeep Phosphates Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of Paradeep Phosphates Limited (the "Company") which comprise the standalone balance sheet as at 31 March 2024, and the standalone statement of profit and loss (including other comprehensive income), standalone statement of changes in equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2024, and its profit and other comprehensive loss, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

Key Audit Matters

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Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

. ' ""

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Recognition and recoverability of subsidy revenue

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See Note 8 and 20 to standalone financial statements

How the matter was addressed in our audit

The key audit matter

The Company recognizes the subsidy revenue In view of the significance of the matter, we from the Department of Fertilisers, Government performed the following procedures: of India ('Gol'). The revenue is recognised as per Nutrient Based Subsidy Policy ('NBS . evaluated the design, implementation and Policy') for Phosphatic and Potassic fertilisers operating effectiveness of internal controls for and New Pricing Scheme for Urea at the time

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Registered Office:

14th Floor, Central 8 Wng and North C VVing, Nesco IT Park 4, Nesco Center, Western Express Highway, Goregaon (East), Mumbai - 400063

R & Co. (a partnership firm with Registration No. BA61223) converted into 8 s R & Co LLP (a c-d Uabi.ll Partnership 'Nilh LLP Registration No. AAB-8181) Wth effect from October 14, 2013

Page 1 of 16

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Annexure-4

Godrej Waterside, Unit No. 603 6th Floor, Tower 1, Plot No 5, Block - DP Sector V, Salt Lake, Kolkata - 700091 Tel: +91 33 4035 4200 Fax: +91 33 4035 4295 .

BS R & Co. LLP Chartered Accountants

Limited Review Report on unaudited standalone financial results of Paradeep Phosphates Limited for the quarter ended 30 September 2024 and year to date results for the period from 1 April 2024 to 30 September 2024 pursuant to Regulation 33 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

To the Board of Directors of Paradeep Phosphates Limited

We have reviewed the accompanying Statement of unaudited standalone financial results of Paradeep Phosphates Limited (hereinafter referred to as "the Company") for the quarter ended 30 September 2024 and year to date results for the period from 1 April 2024 to 30 September 2024 ("the Statement").
This Statement, which is the responsibility of the Company's management and approved by its Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting ("Ind AS 34"}, prescribed under Section 133 of the Companies Act, 2013, and other aceounting principles generally accepted in India and in compliance with Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"). Our responsibility is to issue a report on the Statement based on our review.
We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 "Review of Interim Financial lnfonnation Perfonned by the Independent Auditor of the Entity", issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.

Kolkata

28 October 2024

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For B S R & Co. LLP Firm's Registration No � .. 10124BW/W-100022 [artered Accountants ] Membership-No.: 055757 UDIN:24055757BKEYMZ1913

Registered Office:

BS R & Co (a partnership firm v.rith Registralion No BA61223) converted into BS R & Co LLP (a Limited liability Partnership with LLP Registration No AA6•8181) with effect from October 14, 2013

14th Floor, Central B Wing and North C Wng, Nesco IT Park 4, Nesco Center, Western Express Highway, Goregaon (East), Mumbai - 400063 Page 1 of 1

A-104

PARADEEP PHOSPHATESLrMITED

Regd. Office: 5th Floor, Bayan Bhawan, Pt J N Marg, Bhubaneswar-751 001, CIN -L24129ORl981PLC00I020 STATEMENT OF ASSETS AND LIADlLITIES

(Rs. In Crores)

				(Rs.	In Cror)
	Paricular		Staodalone
		As al		Asat
		30 Setember 2024		31 Mardt	2024
		(Unaudited)		fAudiledl
ASSETS
I. Non-current assets
(a)	Property, plant and equipment	3,308 85			3,353 18
(b)	Rightofue asset		16 71		1791
(c)	Capital work-in-progre		414 71		372 19
(d)	Goodwill		58 07		58 07
(e)	Intngible a et		2 18		I 84
(f (g)	Investent in associate Other income tx assets (net)		3 66 56 21		3 66 59 50
(h)	Other non-current assets		41 58		38 29
	Total non-curent assets	3.901.97			3.904.6
II. Cu�t assets
(a) (b)	Inventorie Financial A	2,492 9			1,830 83
	(i) lnvesbnents		69655		-
	(ii) Trade receivable	2.435 15			2,72048
	(iii) Cah and csh equivalent		205 20		90 72
	(iv) Bank baance other than (iii) above		336 69		27 31
	(v) Other fnancial asset		322 27		50419
(c) (d)	Other current asset Asset cla ifed as held fr sale		6621 02:		583 14 0 23
	Total current assets	7.155.20			5.756.90
	Total assets (!+II)	11.057.17			9.661.5
EQUITY AND LIABILITIES
L Equity
(a)	Equity shae capitl		814 78		814 78
(b)	Other euity	2.944 85			2.750 03
	Total equity	3.759.63			3.5.81
n. Liabilities
(1) Non-rur t liabilities (a) Finacial Liabilitie
	(i) Borowings		643 79		676 51
	(ii) Lese liabilities		16 19		1722
(b)	Provisions		24 79		26 21
(c)	Defrred tx liabilitie (net)		16797		150 85
	Tolal noa-curnm• Jiabllitt		852.74		870.79
(2) Curent liabilitie (a) Financial Liabilitie
	(i) Borrowings	3.683 93			3,317.87
	(ii) Lee liabilite (iii) Trade Paybles		2 35		2 11
	a) Totl outtnding dues of micro enterprises and small enterrses		18 89		9 30
	b) Total outtnding dues of creditors other than micro enterrse and small enterprises	2,222 71			1,478 83
	(iv) Other financial liabilitie		259 57		224 55
(b)	Other curent liabilitie		145 2 6		12020
(c)	Provision		77 76		72 85
(d)	Curret tx liabilitie(net)		3433		013
	Total cun·ent li:bili Total liabilitie Total eQuit and liabilitie (l+lll	6,4.80 7,97.5 11. 057.17			5.225.9 6,06.73 9.661.5

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A-105

PARA DEEP PHOSPHATES LIMITED

Regd. Office: 5th Floor, Dayan Bhawan, Pt J N Marg, Bhubaneswar -751 001, CIN -L241290RI 981PLC001020 STATEMENT OF UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTIIS ENDED SEPTEMBER 30, 2024

									(Its. in Crurcs)
Sr No	Particulars	Quarter ended	Quarter ended		Quarter ended		Six months ended	Six months ended	Year ended
		30 Septem her 2024	30 June 2024		30 Seplem her 2023		30 Seplem her 2024	30 Septem her 2023	31 March 2024
		Unaudited	Unaudited		Unaudited		Unaudited	Unaudited	Audited
I	Income
	(a)Revenue liom operations	3,84384	2,377	43	3,683	02	6,221.27	6,737 35	11,575 12
	(b) Other Income	14.91	19	21	10	99	34 1"2	30 17	68 84
	Total income	3,858.75	2,396.64		3,694.01		6,255.39	6 767.52	11 643.96
2	Ex11enses
	(a) Cost of raw materials consumed	2,233,57	1,716	18	2,017	69	3,949 75	4,460 49	7,609 04
	(b)Purchase of stock-in-trade	640,92	396	38	154	81	1_0)7.30	8)1.86	1,055 09
	(c)Change in inventories of fnished goods, stock-in-trade and work in p1ogress	(49 03)	(390	64)	734	02	(439,67)	185 49	)34 )2
	(d)Employee benefits expense	61.49	58.00		57	81	119 49	116 05	229,79
	(e)Finance costs	81.87	90	89	95	94	172 76	188 30	366.03
	(I)Depreciation and amortisation expenses	62,63	61	23	50	68	123 86	97.70	210.67
	(g)Other expenses#	531.50	450	44	462.69		981 94	926 02	1,698,86
	Total exuenscs	3,562.95	2,382.48		3 573.64		5,945.43	6,805.91	11,503.80
3	l'rofit/(Loss) before tax 11-2	295.80	14.16		120.37		30').96	138.39)	140.16
4	Tax expense
	(a)Cu11ent tax	65.26		-		-	65 26	-	-
	(b)Income lnx credit of earlier pe1 iod/years	(6 72)				-	(6 72)	-	(280)
	(c)Defrred tax charge/(credit)	9,80	7.83		30	94	17 63	(8 41)	43.72
	Total tax expense la+b+cl	68.34	7.83		30.94		76.17	(8.41)	40.92
5	Profit/(Loss) for the period/year (3-4)	227.46	6.33		89.43		233.79	(29.98)	99.24
6	Other comprehensive income/(loss) (net of tax)
	Items thlll will not be reclassified lo pront or loss in subsequent period/year, net
	of tax
	Re-measurement gains/(losses) on defined beneft plans	(2 78)	0	74	1.42		(2.04)	0 11	(2.59)
	Income tax effect on above	0.70	(0	19)	(0.36)		0 51	10-03)	0.65
	Total other comprehensive income/(loss)	12.08	0.55		1.06		11.53)	0.08	(1.94)
7	Total comprehensive income/lLossl for the ueriod/vear, net of tax(S+6)	225.38	6.88		90.49		232.26	(29.90)	97.30
8	Paid up equity share capital(nominal value of Rs.JO each)								814 78
9	Other equity								2,750 03
10	Earings per equity share (EPS) (Rs.10 each)*
	(a) Basic (Rs )	2.79	0 07		I	10	2.87	(0.37)	I 22
	(b) Diluted (Rs.l	2 79	0 07		I	10	2 87	(0 37)	I 22

El'S for the quarters ended 30 September 2024. 30 June 2024 and 30 September 2023 and six months ended 30 September 2024 and 30 September 2023 is not annualised # includes donation of Rs 15 cmres made to an electoral trusl during the quarter ended 30 June 2024

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A-106

PARADEEP PHOSPHATES LIMITED

Regd. Office: 5th Floor, Bayan Bhawan, Pt J N Marg, Bhubaneswar -751 001, CIN -L24129ORl981PLC001020 STATEMENT OF UNAUDITED STANDALONE CASH FLOWS FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024

			(Rs. in Crores)
		Six months ended	Six months ended
		30 September 2024	30 September 2023
		(Unaudited)	(Unaudited)
A.	Cash Flow from Operating Activitie Proft/(loss) befre Tax Adjustments fr:	309.96	(38.39)
	Depreciation and amortisation expenses	123.86	97.70
	Finance costs	154.72	163.17
	Interest income	(3.73)	(3.19)
	Loss on sale / discard of property, plant and equipment (net)	7.03	10.8
	Profit on sale of current investments	(l.90)	(1.07)
	Loss allowance	1.37	0.87
	Bad debts, claims and advances written off Unspent liabilities/provision no longer required wrtten back	0.34 (5.44)	0.7 (17.1)
	Foreign exchange fluctuation loss unrealized (net)	(0.55)	16,81
	Employee share based compensation expense	1.36	0.60
	Operating cash fow befre working capital change ,\djus1mcnts fr:	587.02	229.
	(lncrease)/decrease in inventories	(662.07)	312.10
	Decrease in trade receivables, loans ad advances and other current assets	284.44	1,047.43
	Decrease in financial and other assets	101.23	91.78
	Decrease/(increase) in trade payables, other current liabilities	790.56	(252,80)
	Decrease/( increase) in provisions	1.45	(0,05)
	Cash generated from operations	1,102.63	1,427.90
	Income taxes paid ( net of refunds)	(21.15)	(56,61)
	Net cash generated from operating activities (A)	1.081.48	1.371.9
B.	Cash fows from inveting activities
	Proceeds from sale of propery, plant and equipment	0.02	0.16
	Acquisition of property, plant and equipment, including capital work in progress,	(120.94)	(218.07)
	capital advances and capital creditors
	Investments in current investtnents - mutual funds	(1,403.93)	(1,171. 94)
	Proceeds from sale of current investments - mutual funds	709.27	1,173.01
	Interest received	2.12	2,31
	Investment in deposits/other eararked balances Net cash fow used in investing activities (B)	(309.08) (1,122.54)	(24.22) (238,75)
C.	Cash fow fom fnancing activitie
	Proceeds from issue of share capital	-	1.02
	Proceeds from shae application money pending allotment Proceeds fom non-current borrowings	l.94 166.56	- I 81.55
	Repayment of non-current borowings	(207.36)	(187.41)
	Proceeds fom curent borrowings Repayment of curent borrowings	7,495.08 (7,140.44)	10,508,64 (11,271.83)
	Payment made towards lease liabilities	(1.53)	(0,99)
	Interest paid	(158.71)	(171,27)
	Ncrcash generated from/(used in) fnancing activitie (C)	155.54	(940.29)
	Net increase in cash and cah equivalents (A+B+C)	114.48	192.25
	Cah and cash equivalents at the beginning of the period Cash and cash L>ujvHlent. at the end of the lriod	90.72 205.20	43.03 235,28

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A-107

Notes:

I The above standalone financial results were reviewed by the audit committee and approved by the Board of Directors in their respective meetings held on 28 October 2024. The limited review of these standalone financial results, as required under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been co111pleted by the statutory auditors of the Company.
2 Pursuant to the scheme of merger dated 07 February 2024, the Board considered and approved a composite scheme of arrangement amongst Mangalore Chemicals & Fertilizers Limited ("Transferor Company"), the Company and their respective creditors and shareholders ("Scheme"), under Sections 230 to 232 of the Companies Act, 2013 ("Companies Act") and other applicable laws, for, inter alia, the amalgamation of the Transferor Company with and into the Company by way of a merger. Necessary accounting effect of the scheme would be given in due course upon receipt of requisite approvals.
3 The Company's operations fall within a single business segment "Fertilisers and Other Trading Materials". Hence, no separate segment information is disclosed.

For and behalf of Board of Directors of Paradeep Phosphates Limited 0 /;:::).l"i(s . ur � � esh Kri hnan ,'.L \v..Managing Director (DIN:0021965) Date - 28 October 2024 Place: Bengaluru

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A-108

Godrej Waterside, Unit No. 603 6th Floor, Tower 1, Plot No 5, Block - DP Sector V, Salt Lake, Kolkata - 700091 Tel: +91 33 4035 4200 Fax: +91 33 4035 4295

BS R & Co. LLP Chartered Accountants

Limited Review Report on unaudited consolidated financial results of Paradeep Phosphates Limited for the quarter ended 30 September 2024 and year to date results for the period from 1 April 2024 to 30 September 2024 pursuant to Regulation 33 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

To the Board of Directors of Paradeep Phosphates Limited

We have reviewed the accompanying Statement of unaudited consolidated financial results of Paradeep Phosphates Limited (hereinafter referred to as "the Company"), and its share of the net loss and total comprehensive income of its associate for the quarter ended 30 September 2024 and year to date results for the period from 1 April 2024 to 30 September 2024 ("the Statement"), being submitted by the Company pursuant to the requirements of Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations").
This Statement, which is the responsibility of the Company's management and approved by the Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting'' ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013, and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. Our responsibility is to express a conclusion on the Statement based on our review.
We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the circular issued by the Securities and Exchange Board of India under Regulation 33(8) of the Listing Regulations, to the extent applicable.

The Statement includes the results of the associate, Zuari Yoma Agri Solutions Limited.
Based on our review conducted and procedures performed as stated in paragraph 3 above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.

==> picture [91 x 85] intentionally omitted <==

Registered Office·

BS R & Co (a partnership firm with Registration No BA61223) converted into BS R & Co LLP (a Limited Liabilily Parnership with LLP Registration No AAB-8181) with effect rrom Oclober 14, 2013

14th Floor, Central B Wing and North C W.ng, Nesco IT Park 4, Nesco Center, Western Express Highway, Goregaon (East), Mumbai - 400063

Page 1 of 2

A-109

8 SR & Co. LLP

Limited Review Report (Continued)

Paradeep Phosphates Limited

The Statement also includes the Company's share of net profit I (loss) of Rs. 0.17 crore and Rs. (0.78) crore and total comprehensive income of Rs. 0.02 crore and Rs. 0.03 crore, for the quarter ended 30 September 2024 and for the period from 1 April 2024 to 30 September 2024 respectively, as considered in the Statement, in respect of its associate, based on its financial information which has not been reviewed. According to the information and explanations given to us by the management, this financial information is not material to the Company.

Our conclusion is not modified in respect of this matter.

For B S R & Co. LLP �hartered Accountants Firm's Registration No.")01248W/W-100022

Kolkata

28 October 2024

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----- Start of picture text -----

Membership l!.,o.: 0§.5757
UDIN:24055757BKEYNA4368
----- End of picture text -----

Page 2 of 2

A-110

PARADEEP PHOSPHATES LIMITED

Regd. Office: 5th Floor, Bayan Bhawan, Pt J N Marg, Bhubaneswar-751 001, CIN -L24129OR1981PLCOOI020 STATEMENT OF ASSETS AND LIABILITIES

				(Rs.	In Crores)
Paricular			Consolidate
	Asat			Asat
	30 September	2024		31 March	2024
	(Uoauditel			(Audited)
ASSETS
I� Non�cu.r1·1n1 .ustu
(a)Proper, plant and euipment		3,308 85			3,353 18
(b)Righto f ue asset			16 71		17 91
(c)Capital work-in-progress			414 71		37219
(d)Goodwill			58 07		58 07
(e)[ntangible assets			2 18		I 84
(f) Equity accounted investent			3 27		3 25
(g)Other income tx a et (net)	'		56 21		59 50
(h)Other non-current assets			41 58		38 29
Tonal non�wrren1 cu;RlS		3.901.58			3.904.23
I. Current assets
(a)Inventories		2,492 90			1.830 83
(b)Financial Assets
(i) Investent			696 55
{ii) Trade receivables		2,435 15			2,72048
(iii) Cash and cash equivalent			205 20		90 72
(iv) Bank balance other than (iii) above			336 69		27 31
(v) Other fnancial assets			322 27		504 19
(c)Other curent asset			666 21		583 14
(d)Asset cla ified as held for sale Total current assets Total a ets (ll)		0 23 7,155.20 11.05.78			0 23 5,75.90 9.661.13
EQUITY AND LIABILITIES
I. Equily
(a)Equity share capitl			814 78		814 78
(b)Other equity Total equity l. Liabilities		2_944 46 3.759.24			2_749 62 3.64.40
(I) Non-turrent liabilities
(a)Financial Liabilitie
(i) Borowings			63 79		676 51
(ii) Lease liabilities			16 19		17 22
(b)Provisions			24 79		26 21
(c)Defred tax liabilities (net)			167 97		150 85
Total non-curent liabilitie			8Sl.7.		870.79
(2) Cunent liabilitie
(a)Financial Liabilities
(i) Borowings		3,683 93			3,317 87
(ii) Lese liabilites			2 35		2 11
(iii) Trade Payble
a) Total outtnding dues of micro enterprises and small enterprises			18 89		9 30
b) Total outtnding due of creditors other than micro enterprises and small enterprises		2,222 71			1,478 83
(iv) Other fnancial liabilitie			259 57		224 55
(b)Other curent liabilities			145 26		120 20
(c)Provisions			77 76		72 85
(d)Curret tx liabilities (net) Total curTent liabilities Total liabilitie Total equitv and liabilities (l+ll)		34 33 6., 8 7.97_" 11.05,78			0 23 5.225.94 6.06.73 9.61.13

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A-111

PAll.ADEEP PHOSPHATES LIMITED

ll.cgd. Oflice: 5th •·1uur, Bayan Bhawan, PtJ N Marg, Bhubancswar -751 001, CIN -L24129O1l.1981 PLC00I020

STATEMENT OF UNAUDITED CONSOLIDATED FINANCIAL RESULTS FOK THE QUAKTER AND SIX MONTHS END•;n SEPTEMBER JO, 2024

Sr No	Particula1·s	Quart,r endeil	Quarler ended	Quartu ended	Six months em.let	Six months emletl	jR,. in f'rurcs) Year entlctl
		30 September 2024	30 June 2024	30 September 2023	JU September 2024	30 Septcmbe1· 2023	JI March 2024
		Unaudited	Unaudited	Unaudited	Unaudited	IJnaudited	Audited
I	Jncomc
	(a)Revenue ti om opernlions	3,843 84	2,377 43	3,683 02	6,221 27	6,737 35	11,575.12
	(b)Othel Income	14 91	19 21	10.99	34 12	30 17	68.84
	Tot�I incumc	3,858.75	2,396.64	3,694.UI	6,255.39	6,767.52	11 643.9-
2	Ex1aenses
	(a)Cost ofntw mate1ic1ls consumed	2,233 57	1,716 18	2,017 69	3,949 75	4,460 49	7,609.04
	lb)Pm cha st of stock-in-ti ade (c) Changt in inventories of finished goods, stock-in-ln1de crnd work in prog1ess	640 92 (49 03)	396 38 (390 64)	154 81 734.02	1,037 30 (4'9.67)	831 86 185.9	1,055 09 334 32
	(d)Employee benefits expense (e) rinanct costs (I)Dtp1eci1ion and ammlisation expenses (g)Olht1 exptnses# Tot.l cxncnses	61 49 81 87 62 63 531.0 J 562.95	5800 90 89 6 I 23 450. 2,382A8	57 81 95 94 50.68 46269 3,573.64	119 49 1n 76 123 86 981 94 5 945,-	116 05 188 30 97 70 926 02 6,805.91	22V9 366 03 210 67 1.69!,86 11,503.80
3	Profit bcfol'e share of (loss)/1u·ofit from associate nnd fax ( 1-2)	295 80	14 16	120 37	309 96	(38 39)	140 16
4	Share of (loss)/J)roft from Hssociate	0 17	(0 95)	10 00)	(0.78)	(0.53)	0 67
5	Profif/(Lo••I for the periud/year (3-4)	295.97	13.21	120.37	309.18	(38.921	1�0.83
6	Tax ex11ense
	(a)Cm1�nl tax	65 26	-	-	65.26	-	-
	(b)lnco111t tax credit of enrlie1 period/years	(6.72)	-	-	(6.72)	-	(2 80)
	(c)Deli1red lax cha1ge/(c1edil)	9 80	7 83	30 94	17 63	(8 41)	43 72
	Total tax exnense (a+b+c)	68.34	7.83	30,94	76.17	(8.41)	40.92
7	Prolit/(Lussl for the neriod/vear (5-6)	227.63	5.38	89.43	233,Ul	(30.511	99,91
8	Other com11rehensivc income/(loss) (net of tax)
	A Hems lhat will be reclassified lo p1olil 01 loss
	Exchange diflt1ences on translation offoreig11 ope1ations B I ters thit will not be rechtssined to 1n·ott or loss in subsequent 11eriod/year, net	(0 IS)	0 96	0 04	0 81	0 56	(0,57)
	ol'tux
	Re-111-asmement gains/(losses) 011 defined beneft plans	(2.78)	0 74	I 42	(2 04)	0 II	(2 59)
	Income tax etlect on above	0 70	(019)	10 36)	0 51	IO 03)	065
	Total other conmrchensive incomc/(loss)	(2.231	1.51	1.10	10.121	0.64	(2.511
9	Total cumnrehensive income/(Loss) for the neriod/vear. net of taxf7+8,	225.40	6 . 89	90.53	232,29	129.871	97.40
	Profit aUl'ibutable to:
	Ownc1 s uf the company	22763	5 38	89 43	233 01	(30 51)	99 91
	Other com1u·rhrnsive income attributable fo:
	Ownc1 s of the company	(2 23)	I 51	l 10	(0 72)	0 64	(2,51)
	Total cum11rchensive income attributable to:
	Ownc1s of the company	225.40	6 89	90 53	232 29	(29.87)	97.40
10	Paid up e,1ui1y shme capital(nominai value of Rs JO each)						814.78
l l	Othe1 equity						2,749,62
12	Eamings per equity sha,·e ( EPS) (Rs. 10 each) •
	(a) Basic (Rs,)	2.79	0,7	I to	2,86	(0 37)	1.22
	( b) Diluted (Rs.)	2 79	0 07	I 10	2 86	(0 37)	l,22

El'S for the quurters ended 30 September 2024, 30 June 2024 and 30 Seplembe1 2023 and six months ended 30 Septcmucr 2024 qnd 30 Sc1m:mber 2023 is not annualised.
includes donation of Rs 15 c101es made lo an eleclrnal t,ust dming lhe q11a1l<1 ended 30 June 2024.

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A-112

PARADEEP PHOSPHATES LIMITED Regd. Office: 5th Floor, Bayan Bhawan, Pt J N Marg, Bhubaneswar-751 001, CIN -L24129OR1981PLC001020 STATEMENT OF UNAUDITED CONSOLIDATED CASH FLOWS FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024

			(Rs. in Cron:s)
		Six months ended	Six months ended
		30 September 2024	30 September 2023
		/Unaudited)	(Unaudited)
A.	Cash Flow from Operating Activities
	Profit/(loss) before Tax	309.18	(38.92)
	Adjustments fr:
	Depreciation and amortisation expenses	123.86	97.70
	Finance costs	154.72	163 17
	Interest income	(3.73)	(3 19)
	Loss on sale/ discard of propr, plant and equipment (net)	7.03	10,28
	Profit on sale of current investments Loss allowace	11.90) 1.37	(I 07) 0 87
	Bad debts, claims and advaces written off Unspent liabilities/provision no longer required written back Foreign exchange fuctuation loss unrealized (net)	0.34 (5.44) (0.55)	0 07 (17.1) 16.81
	Employee share based compensation expense	1.36	0 60
	Share of loss from associate	0.78	0.3
	Operaring cash fow befre working capital changes	587.02	229 44
	Adjustments for:
	(lncreae)/decrease in inventores Decreae in trade receivables, loans and advances and other current assets	(662.07) 284.44	312.10 1,047.3
	Decrease in financial and other assets	101.23	91.78
	Decrease/(increase) in trade payables, other curent liabilities Decreae/(increase) in provisions	790.56 1.45	(252,80) mosl
	Cash generated from operations	1.102.63	1.427.90
	Income taxes paid (net of refunds)	(21.15)	(56.61)
	:et cash generated from operating activities (A)	1,081.48	1,371.29
8.	C:uh fows from inveting activities
	Proceeds from sale of property, plant and equipment	0.02	0 16
	Acquisition of property, plat and equipment, including capital work in progress, capital	(120.94)	(218.07)
	advances and capital creditors
	Investments in current investments - mutual funds	(1,403.93)	(l,17L94)
	Proceeds from sale of current investments - mutual funds	709.27	1,173.01
	Interest received	2.12	2.31
	Investment in deposits/other eararked balances Net cash fow used in investing activities (B)	(309.08) (1,122.54)	(24. ) (238,75)
C.	Cash fow from financing activities
	Proceeds from issue of share capital	-	1.02
	Proceeds from share application money pending allotment	1.94	-
	Proceeds from non-current borrowings	166.56	I 81.55
	Repayment of non-curent borrowings	(207.36)	(187.41)
	Proceeds from curent borowings	7,495.08	10,508 64
	Repayment of current borrowings	(7,140.44)	(11,271 83)
	Payment made towards lease liabilities	(1.53)	(0.99)
	Interest paid	(158.71)	(171 27)
	Net cash generated from/(used in) fnancing activities (C)	155.54	1940.9)
	Net increase in cah and cash equivalents (A+B+C}	114.48	192 25
	Cah and cash equivalents at the beginning of the period Cash and cash eaulvalent at the end of the perod	90.72 205.20	43 03 235 28

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Notes:

I The above consolidated financial results were reviewed by the audit committee and approved by the Board of Directors in their respective meetings held on 28 October 2024. The limited review of these consolidated financial results, as required under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been completed by the statutory auditors of the Company.
2 Pursuant to the scheme of merger dated 07 February 2024, the Board considered and approved a composite scheme of arrangement amongst Mangalore Chemicals & Fertilizers Limited ("Transferor Company"), the Company and their respective creditors and shareholders ("Scheme"), under Sections 230 to 232 of the Companies Act, 2013 ("Companies Act") and other applicable laws, for, inter alia, the amalgamation of the Transferor Company with and into the Company by way of a merger. Necessary accounting effect of the scheme would be given in due course upon receipt of requisite approvals.
3 The Company's operations fall within a single business segment "Fertilisers and Other Trading Materials". Hence, no separate segment information is disclosed.

For and behalf of Board of Directors of Paradeep Phosphates Limited iJ["-" ,'-' � -] N. Suresh Krishnan Managing Director (DIN :002 I 965) Date - 28 October 2024 Place : Bengaluru

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Annexure 2 - Details under Regulation 30 of SEBI (Listing Obligations & Disclosure Requirements} Regulations, 2015.

	I rf F (
Existing capacity;	0.5 MMTPA
Existing capacity utilization;	100% for existing capacities
Proposed capacity addition	0.2 MMTPA (from 0.5 MMTPA to 0.7 MMTPA}
Period within which the proposed	September 2026
capacity is to be added;
Investment required	INR 250 crore
Mode of financing	Internal source and potential external financing
	options
Rationale	To ensure 100% backward integration	for
	ferilizer production, reduce import dependency,
	and enhance operational capabilities	and
	profitabilit.

PARADEEP PHOSPHATES LIMITED

CIN No.: L24129OR1981PLC001020

Corporate Office: Adventz Center, 3[rd ] Floor, No.28, Union Street, Off Cubbon Road, Bengaluru - 560 001 Tel: +91 80 46812500/555

Registered Office: Bayan Bhawan, Pandit J N Marg, Bhubaneswar - 751 001 Tel: +0674 666 6100 • Fax: +0674 2392631

www.paradeepphosphates.com

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Annexure-5

PKF SRIDHAR & SANTHANAM UP

Chartered Accountants

Independent Auditors' Report

To the Members of Mangalore Chemicals & Fertilizers Limited

Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying Financial Statements of Mangalore Chemicals & Fertilizers Limited ("the Company"), which comprise the balance sheet as at 31 March 2024, and the statement of Profit and profit including other comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and notes to the Financial Statements, including a summary of material accounting policies and other explanatory information (hereinafter referred to as "Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Financial Statements give the information required by the Companies Act, 2013 ('the Act') in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (Ind AS) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2024, its profit and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements that are relevant to our audit of the Financial Statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion on the Financial Statements.

Emphasis of Matter

We draw attention to Note 22(g), which states that the Company had recognized urea subsidy income of INR 2,914 lakhs in during the financial year 2020-21 considering that benchmarking of its cost of production of urea using Naphtha with that of gas-based urea manufacturing units is arbitrary and for which the Company had already filed a writ petition against the Department of Fertilizers before the Hon'ble High court of Delhi. Based on legal opinion obtained, the management believes that the criteria for recognition of subsidy revenue is met.

We draw attention to Note 40 of the financial statements which describes about the proposed merger of the Company with Paradeep Phosphates Limited on a going concern basis. As at the date of approval of the financial statements, the Company is in the process of filing of the Scheme with Hon'ble National Company Law Tribunal (the "NCL T").

Our opinion is not modified in respect of these matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

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Tel +918025590553 / 41307244 / 41317244 • Fax +918025590553 • www.pkfindia.in

PKF SRIDHAR & SANTHANAM LLP • TB & T9 Gem Plaza • 3rd Floor • 66 Infantry Road • Bangalore • 560 001 • India REGISTRATION NO. WITH ICAI IS 003990S/S200018

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Annexure-6

MCF

!.-\:\GALORE CHDIICALS A:\D FERTILIZERS LI\IITED

Registered Oftrce Level 11, UB Tower_ UB Cit,, 2-L Vittal Mallya Road, Bengaluru - 560 001 Phone. o80-[-] t5855599, Fax 080-45855588 CIN L2-tl 23KA I 966PLC002036 Email. shares.mctl ,_j:adventz.com Website. \WW.mangalorechemicals.com

STATE:\IE:\T OF lS\l"DITED Fl:.-\:\CIAL RESlLTS FOR THE[Q] lARTER A'iD HALF HAR E:\DED SEPTE:\IBER 30, 2024

						(Ru	Jees in Lak!ISJ
	Particulars	3 months ended	Preceding 3 months ended	Corresponding 3 months ended in	Year to date fgures for	Year to date figures for	Previous year ended
				the previous	current half	previous half
				year	year ended	year ended
		30.09.2024	30.06.202-t	30 092023	30.09.2024	30.09.2023	31.032024
		rnaudited	Unaudited	Unaudited	lnaudited	Unaudited	Audited
I	l'CO\IE
	(a) Revenue from contracts with customers ( Refer Note-+ and 5)	77,639.10	81 A04.62	JIJ)40 77	1,59,043. 72	2,36,8-t3.8 I	3_79,544 16
	( b) Other income	530.64	647.55	1-045 06	1,178.19	USl .87	4,12620
	Total income	78,169.74	82,052.17	1,42,085 83	1,60,221. 91	2,38,625 68	3,83,670 36
2	EXPE:SES
	(a) Cost of materials consumed	36,143.83	47,343.62	50,011.22	83,487.45	1,04,51331	1,85,488 98
	(b) Purchases of traded goods	l,528A6	3,943 90	1,516.95	5,472.36	46,369 89	47,05199
	(c) Changes in inventories of fnished goods, traded goods
	and vvork-in-progress	7,950.91	(7,628.08)	46,333 90	322.83	3,396.46	3,483.78
	( d) Employee benefits expense	1,775.09	1,921 17	L645.76	3,696.26	3,477.73	6,782.89
	(e) Finance costs	2,045.64	2,521.78	2,8 I 8.83	4,567.42	5,853.06	I 0,492 99
	(fl Depreciation and amortisation expense	1,927.57	1,902.12	1,748.55	3,829.69	3,-t69 37	7,157 77
	( g) Other expenses	22,652.94	25,252.36	27,385.36	47,905.30	53,308.24	99,144.94
	Total expenses	74,024.44	75,256.87	l ,31,460.57	1,49,281.31	2,20,388 06	3,59,603.34
3	Profit/(Loss) befre tax (1-2)	4,145.30	6,795.30	10,625.26	l0,940.60	18,237.62	24,067.02
4	Tax expense
	(a) Current tax/ Minimum Alterate Tax	1,507.91	1,598.18	1,862.00	3,l06.09	3,174.00	4,310 00
	(b) Defrred tax charge I (credit)	(1.09)	806.14	1,992.33	805.05	3,363.87	4,275.50
	Total tax expense	1,506.82	2,404.32	3,854.33	3,911.14	6,537.87	8,585.50
5	Proft/(Loss) fr the period/year (3-4)	2,638.48	4,390.98	6,770.93	7,029.46	I 1,699.75	15,481,52
6	Other comprehensive income/(loss)
	Items that will not be reclassified to profit or loss
	Re-measurement gains/(losses) on defned beneft plan	(116.62)	49.27	18.94	(67.35)	(34 66)	(83 30)
	Income tax efect on above	40.75	(1722)	(6 62)	23.53	12.11	29.11
	Total other comprehensive income/(loss)	(75.87)	32.05	12.32	(43.82)	(22 55)	(54 19)
7	Total comprehensive income/(loss) (5+6)	2,562.61	4,423 03	6,783.25	6,985.64	11,677.20	15,427.33
8	Paid-up equity share capital (Face value of l'R 10 per share)	11,854.87	I I ,854,87	11,854.87	11,854.87	11,854.87	11,854.87
9	Other equity						82, I 13.55
IO	Earnings per equity share
	(Face value of INR l0/- each) (not annualised for quarters
	/periods):
	(a) Basic (in INR)	2.23	3.70	5.71	5.93	9.87	13.06
	(b) Diluted (in INR)	2.23	3.70	5.71	5.93	9,87	13.06

See accompany mg notes to the unaudited financrnl results

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Annexure-7

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REPORT ADOPTED BY THE BOARD OF DIRECTORS OF PARADEEP PHOSPHATES LIMITED IN RELATION TO THE DRAFT COMPOSITE SCHEME OF ARRANGEMENT AMONGST PARADEEP PHOSPHATES LIMITED, MANGALORE CHEMICALS & FERTILIZERS LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS, PURSUANT TO THE PROVISIONS OF SECTION 232(2)(c) OF THE COMPANIES ACT, 2013

The following members of the board of directors of Paradeep Phosphates Limited (the "Company") were present at the meeting:

Mr. Saroj Kumar Poddar
1. Mr. N Suresh Krishnan 1.
Mr. Dipankar Chatterji
Mr. Satyananda Mishra
Mr. Subhrakant Panda
Mrs. Rita Menon
Mr. Soual Mohamed;and
Mr. Karim Lotti Senhadji.

1. Background

1.1 The board of directors of the Company at their meeting held on 7[th ] February, 2024, considered and approved the draft composite scheme of arrangement amongst Mangalore Chemicals & Fertilizers Limited ("Transferor Company"), the Company and their respective creditors and shareholders ("Scheme"), under Sections 230 to 232 of the Companies Act, 2013 ("Companies Act") and other applicable law(s).
1.2 The provisions of Section 232(2)( c) of the Companies Act requires the board of directors of the Company ("Board") to adopt a report explaining the effect of the draft Scheme on each class of shareholders, key managerial personnel, promoters and non-promoter shareholders of the Company laying out in particular the share exchange ratio and specifying any special valuation difficulties ("Report").
1.3 This Report is made and adopted by the Board in order to comply with the requirements of Section 232(2)(c) of the Companies Act.

2. Documents perused by the Board

While deliberating on the draft Scheme, the Board, inter alia, considered and took on record the following documents:

(a) the draft Scheme;

PARADEEP PHOSPHATES LIMITED

CIN No.: L24129OR1981PLC001020

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Corporate Office: Adventz Center, 3 rd Floor, No.28, Union Street, Off Cubbon Road, Bengaluru - 560 001 Tel: +91 80 46812500/555 • Email: [email protected] Registered Office: Bayan Bhawan, Pandit J N Marg, Bhubaneswar - 751 001 Tel: +0674 666 6100 • Fax: +0674 2392631

www.paradeepphosphates.com

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BY THE BOARD OF DIRECTORS OF PARADEEP REPORT ADOPTED PHOSPHATES LIMITED IN RELATION TO THE DRAFT MODIFIED COMPOSITE SCHEME OF ARRANGEMENT AMONGST PARADEEP PHOSPHATES LIMITED, MANGALORE CHEMICALS & FERTILIZERS LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS, PURSUANT TO THE PROVISIONS OF SECTION 232(2)(c) OF THE COMPANIES ACT, 2013

The following members of the board of directors of Paradeep Phosphates Limited (the "Company") were present at the meeting:

Mr. Saroj Kumar Poddar

2. Mr. N Suresh Krishnan

Mr. Dipankar Chatterji

4. Mr. Satyananda Mishra

5.Mr.SubhrakantPanda

6. Mrs. Rita Menon

Mr. Soual Mohamed; and

8. Mr. Karim Lotti Senhadji

1. Background

th
1. 1 The board of directors of the Company at their meeting held on 7 February, 2024, considered and approved the draft composite scheme of arrangement amongst Mangalore Chemicals & Fertilizers Limited ("Transferor Company"), the Company and their respective creditors and shareholders ("Original Scheme"), under Sections 230 to 232 of the Companies Act, 2013 ("Companies Act") and other applicable law(s).
th
1.2 Further, the Competition Commission of India vide its letter dated 30 July 2024 has approved the transactions contemplated under the Original Scheme.
1.3 The BSE Limited and the National Stock Exchange of India Limited vide their letters dated nd th
02 September 2024 and 11 September 2024 respectively ("Stock Exchanges Letters"), have shared the observations made by the Securities and Exchange Board of India ("SEBI"). In view of such observations made by SEBI, the Original Scheme is required to be modified.

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Annexure-8

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SSPA& CO. Chartered Accountants Registered Valuer -Securities or Financial Assets IBBI Registration No. IBBI/RV-E/06/2020/126 1st Floor, "Arjun" Plot No. 6A, V.P. Road, Andheri (West) Mumbai - 400 058

Pawan Shivkumar Poddar

Registered Valuer - Securities and Financial Assets IBBI Registration Number: IBBI/RV/06/2019/12475 B 116/117, Durian Estate, Goregaon Mulund Link Road, Goregaon East, Mumbai 400 063

Date: November 25, 2024

To, To, The Audit Committee/ Board of Directors, The Audit Committee/ Board of Directors, Paradeep Phosphates Limited, Mangalore Chemicals and Fertilizers Limited 5th floor, Orissa State Handloom Weavers' Level 11, UB Tower, Co-operative Building, Pandit J.N Marg, UB City 24, Vittal Mallya Road, Bhubaneshwar - 751 001, Orissa Bengaluru - 560 001, Karnataka

Subject: Recommendation of fair equity share exchange ratio for the proposed amalgamation of Mangalore Chemicals and Fertilizers Limited ('MCFL') with Paradeep Phosphates Limited ('PPL')

Dear Sir/Madam,

We refer to the engagement letter dated December 18, 2023 and addendum letter dated November 14, 2024 whereby, SSPA & Co., Chartered Accountants - Registered Valuer - Securities or Financial Assets (hereinafter referred to as 'SSPA') and Pawan Shivkumar Poddar, Registered Valuer - Securities and Financial Assets (hereinafter referred to as 'PSP') have been appointed by Paradeep Phosphates Limited (hereinafter referred to as 'PPL') and engagement letter dated December 19, 2023 and addendum letter dated November 14, 2024 whereby, SSPA and PSP have been appointed by Mangalore Chemicals and Fertilizers Limited (hereinafter referred to as 'MCFL') to recommend a fair equity share exchange ratio for the proposed amalgamation of MCFL with PPL ('Proposed Amalgamation'), as more particularly provided for in the Draft Composite Scheme of Arrangement.

PPL and MCFL are hereinafter together referred to as the Transacting Companies' or 'the Companies' or 'the Clients' or 'the Valuation Subjects' and individually referred to as "Company", as the context may require.

SSPA and PSP are hereinafter jointly referred to as "Valuers" or "we" or "us" in this report.

The Management including the Board of Directors of the Transacting Companies shall together be referred to as 'the Management'.

This report sets out our scope of work, background, sources of information, procedures performed by us and our recommendation of the fair equity share exchange ratio.

Recommendation of fair equity share exchange ratio for the proposed amalgamation of MCFL with PPL Page 1 of 21

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SSPA&CO., Chartered Accountants

Pawan Shivkumar Poddar Registered Valuer (IBBI)

COMPANIES BACKGROUND

Paradeep Phosphates Limited ('PPL' or 'Transferee Company')

PPL is primarily engaged in the business of manufacturing Urea, Di-Ammonium Phosphate (DAP), Complex Fertilizers of NPK grades and Zypmite (Gypsum based product) having its manufacturing facilities at the port town of Paradeep, District: Jagatsinghpur, Odisha and at Zuari Nagar, Goa.
PPL is also involved in trading of fertilizers, ammonia, neutralized phospo gypsum, micronutrient and other materials. PPL caters to the demands of farmers all over the country through its "Navratna" brand of fertilizers.
The equity shares of PPL are listed on both National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).
The standalone revenue from operations of the Transferee Company for six months period ended September 30, 2024 is INR 6,221.27 crores.

Mangalore Chemicals and Fertilizers Limited ('MCFL' or 'Transferor Company')

MCFL is primarily engaged in the business of manufacturing, purchase and sale of fertilisers. It manufactures both Nitrogenous and Phosphatic fertilizers and is the only manufacturer of fertilizers in the state of Karnataka.
MCFL mainly sells in the states of Karnataka, Kerala and in the neighbouring states of Tamil Nadu, Andhra Pradesh, Telangana and Maharashtra.
MCFL is a subsidiary of Zuari Agro Chemicals Limited ('ZACL'), an Adventz Group company.
The equity shares of MCFL are listed on both NSE and BSE.
The revenue from operations of the Transferor Company for six months period ended September 30, 2024 is INR 1,590.44 crores.

Recommendation of fair equity share exchange ratio for the proposed amalgamation of MCFL with PPL Page 2 of 21

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Annexure-9

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STRICTLY PRIVATE AND CONFIDENTIAL

February 07, 2024

To, The Board of Directors, Paradeep Phosphates Limited, 5th Floor, Orissa State Handloom Weavers' Co-operative Building, Pandit J.N. Marg, Bhubaneshwar, Orissa 751001

Dear Sirs,

Sub: Fairness Opinion on Share Exchange Ratio recommended by the Valuers pursuant to the Proposed Composite Scheme of Arrangement

We refer to the engagement letter dated December 20, 2023 ("Engagement Letter") whereby Paradeep Phosphates Limited ("Transferee Company" or "PPL" or "the Company") has engaged Inga Ventures Private Limited {"Inga"), to provide a fairness opinion to the Board of Directors of PPL on the Share Exchange Ratio recommended by the Valuers, viz. SSPA & Co, Chartered Accountants ("SSPA" or "Valuer 1") and Pawan Shivkumar Poddar ("PSP" or "Valuer 2") under their report jointly issued dated February 07, 2024 {"Share Exchange Ratio Report / Valuation Report") for the proposed amalgamation of Mangalore Chemical Fertilizers Limited ("Transferor Company" or "MCFL") with and into PPL ("Proposed Amalgamation") as a going concern with effect from April 01, 2024 ('Appointed Date 2') vide a Composite Scheme of Arrangement under the provisions of Sections 230 to Section 232 of the Companies Act, 2013 read with other applicable provisions and rules thereunder ("Proposed Scheme").

Valuer 1 and Valuer 2 are hereinafter collectively referred to as the "Valuers".

PPL and MCFL are collectively referred to as the "Companies".

Company Background and Purpose

Paradeep Phosphates Limited is a public company incorporated under the Companies Act, 1956 with corporate identity number L24129OR1981PLC001020, and having its registered office at 5[th ] Floor, Orissa State Handloom Weavers' Co-operative Building, Pandit J.N. Marg, Bhubaneshwar, Orissa 751001. The Transferee Company was incorporated on 24[th ] December, 1981. The Transferee Company is inter alia engaged in the business of manufacture and sale of di-ammonium phosphate, complex fertilizers of NPK grades, urea, zypmite (gypsum-based product) and trading of fertilizers, ammonia, phospho-gypsum, and other similar materials ancillary or incidental thereto. The equity shares of the Transferee Company are listed on BSE Limited ('BSE') and National Stock Exchange of India Limited ('NSE').

Mangalore Chemicals Fertilizers Limited is a public company incorporated under the Companies Act, 1956 with corporate identity number L24123KA1966PLC002036, and having its registered office at Level 11, UB Tower, UB City, No. 24, Vittal Mal\ya Road, Bengaluru - 560 001. The Transferor Company was incorporated on 18[th ] July, 1966. The Transferor Company is inter alia engaged in the business of manufacture, purchase, import and sale of fertilizers. The equity shares of the Transferor Company are listed on BSE Limited ('BSE') and National Stock Exchange of India Limited ' �=::::,..._

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Inga Ventures Pvt. Ltd. 1229 I Solaris One I N. S. Phadke Marg I Opp. Telli Galli I Andheri (E) I Mumbai - 400 069, India Tel: +91-22-69886000 I Fax: +91-22-69886020 I Website: www.ingaventures.com

CIN : U67100MH2018PTC318359 A-243

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The proposal also envisages, inter alia, amalgamation of MCFL with PPL, whereby equity shares of PPL will be issued to the shareholders of MCFL.

Both the Valuers have arrived at a swap ratio (Share Exchange Ratio) as follows: 187 (One Hundred & Eighty Seven) equity shares of PPL of INR 10/- each fully paid up for every 100 (One Hundred) equity shares of MCFL oif INR 10/- each fully paid up.

PPL in terms of the Engagement Letter has requested us to issue our independent opinion as to the fairness of the Share Exchange Ratio recommended by the Valuers ("Fairness Opinion").

Source of Information

For arriving at the opinion set forth below, we have received from the Management of PPL {"the Management") and any information available in the public domain:

Share Exchange Ratio Report issued by the Valuers;
Draft Scheme of Amalgamation
Audited financial statements of PPL and MCFL for the financial year ended March 31, 2023
Limited reviewed financial statements of PPL and MCFL for the nine months period ended December 31, 2023
Financial Projections of PPL and MCFL which represents the management's best estimate of the future financial performance of the Companies.
Other relevant information and documents for the purpose of this engagement
Other relevant details regarding the Companies such as their history, past and present activities, future plans and prospects, existing shareholding pattern, income- tax position, contingent liabilities, undertakings and other relevant information and data, including information in the public domain
Such other information and explanations as required and which have been provided by the Management including Management Representation.
Such other Information received during discussion with Valuers

Scope Limitations

We have assumed and relied upon, without independent verification, the accuracy and completeness of all information that was publicly available or provided or otherwise made available to us by the Companies for the purposes of this Faimess Opinion. We express no opinion, and accordingly, accept no responsibility with respect to or for such information, or the assumptions on which it is based, and, we have simply accepted this information on an "as is" basis, and, have not verified the accuracy and/or the completeness of the same from our end.

We have not assumed any obligation to conduct, nor have we conducted any physical inspection or title verification of the properties or facilities of the Companies and its related parties (holding company / subsidiary /associates /joint ventures etc.) and neither express any opinion with respect thereto nor accept any responsibility therefore. We have not made any independent valuation or appraisal of the assets or liabilities of the Companies and other related entities which forms part of the group.

We have not reviewed any internal management information statements or any non-public reports, and instead, with your consent, have relied upon information that was pub Ii • .a>,,��e. rovided or otherwise made available to us by Companies on an "as is" basis for the Fairness

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Opinion. We are not experts in the evaluation of litigation or other actual or threatened claims, and accordingly, we have not evaluated any litigation or other actual or threatened claims.

We have assumed that there are no circumstances that could materially affect the business or financial prospects of Companies and other related entities which forms part of the group.

We understand that the management of Companies, during our discussion with them, would have drawn our attention to all such information and matters which may have an impact on our analysis and opinion. We have assumed that i111 the course of obtaining any and all necessary regulatory or other consents, no restrictions will be imposed or there will be no delays that will have a material adverse effect on the Proposed Scheme. Our opinion is necessarily based on financial, economic, market and other conditions as they currently exist and on the information made available to us as of the date hereof. It should be understood that although subsequent developments may affect this opinion, we do not have an obligation to update, revise or reaffirm this opinion. In arriving at our opinion, we were not authorized to solicit, and did not solicit, interest from any party with respect to the acquisition, business combination or other extraordinary transaction involving Companies, other related entities which forms part of the group. or any of its assets, nor did we negotiate with any other party in this regard.

We express no opinion whatsoever and make no recommendation at all as to the Companies underlying decision to effect the Proposed Amalgamation. We also do not provide any recommendation to the holders of equity shares or secured or unsecured creditors of the Companies with respect to the Proposed Amalgamation. We also express no opinion, and accordingly, accept no responsibility for or as to the price at which the equity shares of PPL and MCFL will trade following the announcement of the Proposed Amalg.amation or as to the financial performance of PPL and MCFL following the consummation of the Proposed Amalgamation. We express no opinion whatsoever and make no recommendations at all (and accordingly take no responsibility) as to whether shareholders / investors should buy, sell or hold any stake in PPL or MCFL or any of its related parties.

Our report is not, nor should it be construed as opining or certifying the compliance of the proposed transaction with the provisions of any law including companies, competition, taxation (including transfer pricing) and capital market related laws or as regards any legal implications or issues arising in India or abroad from such Proposed Amalgamation.

Conclusion

Based on our examination of the Share Exchange Ratio/Valuation Report, such other information i undertakings / representations provided to us by the Management and our independent analysis and evaluation of such information and subject to the scope limitations as mentioned hereinabove and to the best of our knowledge and belief, we are of the opinion that the recommendation made by the Valuers of the Share Exchange Ratio is fair and reasonable.

The fair equity share exchange ratio for the proposed amalgamation of MCFL with PPL is as under:

187 (One Hundred & Eighty Seven) equity shares of PPL of INR 10 each fully paid up or every 100 (One Hundred) equity shares of MCFL of INR 10 each fully paid up

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(One Hundred) equity shares of MCFL of INR 10 each fully paid up
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This Fairness Opinion is provided solely for the benefit of the Board of Directors of PPL and is for the purpose of submission to the Stock Exchanges under the SEBI Master Circular No. SEBI/HO/CFD/POD2/P/CIR/2023/93 dated June 20, 2023. Further, the Fairness Opinion may be disclosed on the website of PPL and the Stock Exchanges and also be made part of the explanatory statement to be circulated to the shareholders and/or creditors of the PPL. The Fairness Opinion shall not otherwise be disclosed or referred to publicly or to any other third party without Inga's prior written consent.

However, PPL may provide a copy of the Fairness Opinion if requested / called upon by any regulatory authorities of India subject to PPL promptly intimating Inga in writing about receipt of such request from the regulatory authority. The Fairness Opinion should be read in totality and not in parts. Further, this Fairness Opinion should not be used or quoted for any purpose other than the purpose mentioned hereinabove. If this Fairness Opinion is used by any person other than to whom it is addressed or for any purpose other than the purpose stated hereinabove, then, we will not be liable for any consequences thereof and shall not take any responsibility for the same. Neither this Fairness Opinion nor its contents may be referred to or quoted to / by any third party, in any registration statement, prospectus, offering memorandum, annual report, loan agreement or any other agreement or documents given to third parties.

In no circumstances however, will Inga or its management, directors, officers, employees, agents, advisors, representatives and controlling persons of Inga accept any responsibility or liability including any pecuniary or financial liability to any third party.

Yours truly,

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Partner

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FEDEX SECURITIES PVT LTD

(Formerly Known as Fedex Securities Urmted) MERCHANT BANKING DIVISION

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87 Wing, Jay Chambers, Dayaldas Road, Vile Parle {East). Mumbai 400 057 T: +91 22 26136460/61 M: +91 81049 85249 E-mail:[email protected] GIN: U67120MH1996PTC102140

SEBI REGN. NO. INM 000010163 Strictly Private & Confidential

Dated: November 25 , 2024

The Board of Directors

Mangalore Chemicals & Fertilizers Limited

Level 11, UB Tower, UB City 24, Vittal Mallya Road, Bengaluru - 560 001, Karnataka

Dear Members of the Board:

Sub: Fairness opinion towards the proposed amalgamation of Mangalore Chemicals & Fertilizers Limited ("MCFL" or "Transferor Company" or "Company") with Paradeep Phosphates Limited ("PPL" or "Transferee Company") under Sections 230 to 232 and other applicable provisions and rules framed thereunder ("Scheme")

We refer to our letter of engagement ("LoE") and the addendum letter dated November 15, 2024 whereby Fedex Securities Private Limited ("Fedex") is inter alia engaged to provide a fairness opinion (as defined) on the Equity Share Exchange Ratio (as defined herein) recommended by the Registered Valuer (as defined herein) for the proposed amalgamation of Mangalore Chemicals & Fertilizers Limited ("MCFL" or "Transferor Company" or "Company") with Paradeep Phosphates Limited ("PPL" or "Transferee Company") ("Proposed Amalgamation") under the provisions of Section 230 to 232 and other applicable provisions of the Companies Act, 2013 and Rules framed thereunder which shall be considered by the Audit Committee and the Board of Directors. The brief background and purpose of the report is provided below:

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Brief Background and Purpose

Paradeep Phosphates Limited ('PPL' or 'Transferee Company')

PPL is primarily engaged in the business of manufacturing Urea, Di-Ammonium Phosphate (OAP), Complex Fertilizers of NPK grades and Zypmite (Gypsum based product) having its manufacturing facilities at the port town of Paradeep, District: Jagatsinghpur, Odisha and at Zuari Nagar, Goa. PPL is also involved in trading of fertilizers, ammonia, neutralized phospo gypsum, micronutrient and other materials. PPL caters to the demands of farmers all over the country through its "Navratna" brand of fertilizers. The standalone revenue from operations of the Transferee Company for Six months period ended September 30, 2024 is INR 6,221 .. 27 crores. The equity shares of PPL are listed on both National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

Mangalore Chemicals & Fertilizers Limited ('MCFL' or 'Transferor Company')

MCFL is primarily engaged in the business of manufacturing, purchase and sale of fertilisers. It manufactures both Nitrogenous and Phosphatic fertilizers and is the only manufacturer of fertilizers in the state of Karnataka. MCFL mainly sells in the states of Karnataka, Kera la and in the neighbouring states of Tamil Nadu, Andhra Pradesh, Telangana and Maharashtra. MCFL is a subsidiary of Zuari Agro Chemicals Limited ('ZACL'), an Adventz Group company. The revenue from operations of the Transferor Company for Six months period ended September 30, 2024 is INR 1,590.44 crores. The equity shares of MCFL are listed on both NSE and BSE.

PPL and MCFL are hereinafter together referred to as the "Transacting Companies" or "the Companies" and individually referred to as "Company", as the context may require.

We understand that subsequent to the submission of the composite scheme of arrangement between Mangalore Chemicals & Fertilizers Limited with Paradeep Phosphates Limited, as approved by the Board of Directors on February 07, 2024 ("Original Scheme"), to the stock exchanges, BSE and NSE vide its letter dated September 02, 2024 and September 11, 2024 respectively, provided the observation made by the Securities and Exchange Board of India ('SEBI'). In Continuation of the Original Scheme, we have been made to understand that the Transferor Company and Transferee Company ('Transacting Companies') is proposing to make limited modification to the Original Scheme ('hereinafter referred to as the "Modified Scheme") in conformity with the observation of SEBI.

Accordingly, the Transacting Companies, for the purpose of the Proposed Amalgamation, have appointed Pawan Shivkumar Poddar, Registered Valuer for asset class - 'Securities or Financial Assets' with Registration No. IBBI/RV-E/06/2020/126 as Registered Valuers and SSPA & Co., Chartered Accountants

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("SSPA") as a Registered Valuer for asset class - 'Securities or Financial Assets' with Registration No. IBBI/RV-E/06/2020/126 to determine the Equity Share Exchange Ratio (as defined below) and has in terms of the LoE and the addendum letter the Board of Directors of the Transferor Company has requested Fedex Securities Private Limited to examine the Valuation Report issued by the Registered Valuers and other related information provided by the Transferor Company and issue our independent opinion as to the fairness of the Equity Share Exchange Ratio ("Fairness Opinion") as per the requirements of the relevant SEBI circulars ("SEBI Circulars"). This Fairness Opinion is being provided solely to the Board of Directors of the Transferor Company and strictly within this context and is not intended to represent the valuation at which such transaction is carried out, and does not address the Transferee Company or Transferor Company (or any other party's) underlying business decision to proceed with or effect any commercial decisions relating to the Modified Scheme.

This fairness opinion is intended only for the sole use and information of the Board of Directors of the Transferor Company and only in connection with the Proposed Amalgamation. We are not responsible in any way to any other person/ party for any decision of such person or party based on this fairness opinion. Any person / party intending to provide finance/ invest in the shares / business of any of the companies involved in the Proposed Amalgamation or their. subsidiaries/ joint ventures/ associates shall do so after seeking their own professional advice and after carrying out their own due diligence procedures to ensure that they are making an informed decision. It is hereby notified that any reproduction, copying or otherwise quoting of this fairness opinion or any part thereof, other than in connection with the Proposed Amalgamation as aforesaid can be done only with our prior permission in writing.

As per the Valuation Report dated November 25, 2024, the Registered Valuers have recommended the following equity share exchange ratio for equity shareholders of Mangalore Chemicals & Fertilizers Limited with Paradeep Phosphates Limited ("Equity Share Exchange Ratio") as under:

"187 equity shares of PPL having a face value of INR 10 each fully paid-up shall be issued for every 100 equity shares held in MCFL having face value of INR 10 each fully paid-up"

The Modified Scheme provides, inter alia, for:

a) the amalgamation of the Transferor Company with and into the Transferee Company as a going concern, the issuance of Equity Shares by the Transferee Company to the shareholders of the Transferor Company pursuant to Sections 230 to 232 and other relevant provisions of the Act in the manner provided for in this Modified Scheme and in compliance with the Act, the SEBI Scheme Circular,

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SEBI LODR Regulations and Section 2 (1 B) and other relevant provisions of the Income Tax Act;

the transfer of the Identified Shares from the Transferor Shareholder to the Transferee Shareholder; and
b)
c) various other matters incidental, consequential or otherwise integrally connected therewith, including the increase in the authorized share capital of the Transferee Company.

All terms not specifically defined in this Fairness Opinion Report shall carry the same meaning as in the Modified Scheme.

For avoidance of doubt, this Fairness Opinion is not to be construed as financial advice in relation to the sale of, or subscription for, any shares in the Transferor Company and/or the Transferee Company to any person.

Source of Information

For the said examination and for arriving at the opinion set forth below, we have received:

Equity shares exchange ratio report dated February 07, 2024 issued by the Registered Valuers ("Valuation

Report");

Draft of the Original Scheme;
Draft of the Modified Scheme;
Scheme Modification Report;
Historical financial information for the year ended March 31, 2024 of the Transferor Company and the Transferee Company;
Limited reviewed financial statements of the Transferor Company and the Transferee Company for the Six months period ended September 30, 2024 ('6ME Sep24')
Financial Projections of the Transferor Company and the Transferee Company which represents the Management's best estimate of the future financial performance of the Transacting Companies ('Management Projections');
Details of Employee Stock Ownership Plan of the Transferee Company as at the Valuation Date;
Management Representation Letter;
Necessary clarifications, explanations and information (including oral) from the Registered Valuers;
Necessary explanations and information from the representatives of the Transferor Company and the Transferee Company; and
Other information as available in public domain.

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Limitation of Scope and Review

Our fairness opinion is subject to the scope limitations detailed hereinafter. As such the fairness opinion is to be read in totality, and not in parts, in conjunction with the relevant documents referred to therein.

Our work does not constitute an audit, due diligence or certification of the historical financial statements in relation to the Companies including their respective working results or businesses referred. Accordingly, we are unable to and do not express an opinion on the accuracy of any financial information referred to in this fairness opinion. Our analysis and results are specific to the purpose of the exercise of giving our fairness opinion as described hereinabove. It may not be valid for any other purpose or if provided on behalf of any other entity. Our fairness opinion is addressed to and is solely for the benefit of the Board of Directors of the Transferor Company and should not be publicly or otherwise circulated, provided or disclosed to any person, authority (including regulatory authority), entity or any public or private platform without our prior written consent. No other person, entity or regulatory authority shall, save with our written consent, rely on this opinion or any part thereof.

We have considered financial information in our analysis and have made adjustments for facts made known to us till the date of our report, including taking into consideration current market parameters. An exercise of this nature involves consideration of various factors. This fairness opinion is issued on the understanding that each of the Companies have drawn our attention to all the matters which may have an impact on our opinion including any significant changes that have taken place or are likely to take place in the financial position or businesses up to the date of approval of the Modified Scheme by the Board of Directors. We have no responsibility to update this fairness opinion for events and circumstances occurring after this date.

In the course of the present exercise, we were provided with both written and verbal information, including financial data. The terms of our engagement were such that we were entitled to rely upon the information provided without detailed inquiry. Also, we assume that the management of each of the Companies, has not omitted any relevant and material factors for the purposes of the work which we have undertaken in connection with this fairness opinion.

We shall have no obligation to verify the accuracy or completeness of any information or express any opinion or offer any form of assurance regarding the accuracy or completeness of such information and shall not assume any liability therefor. We assume no responsibility whatsoever for any errors in the information furnished to us and their impact on the present exercise.

We express no opinion whatsoever and make no recommendation at all to the shareholders or secured or unsecured creditors of each of the Companies, as to how they should vote at their respective meetings held in

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connection with the Scheme. We do not express and should not be deemed to have expressed any views on any other term of the Scheme. We also express no opinion and accordingly accept no responsibility with respect to the financial performance of the Companies following the consummation of the Scheme. We also express no opinion on the likely market price of the Companies post the consummation of the Scheme.

No investigation with respect to the claim to title of assets of each of the Companies has been made for the purpose of this exercise and the same has been assumed to be valid. We have not placed any individual value on the assets of each of the Companies and have also not considered any liens or encumbrances on the same. Further we have not opined and accordingly do not take responsibility whatsoever for matters of a legal nature. Also, we are not opining on matters related to taxation. This fairness opinion should not be construed as a certification regarding the compliance of the Modified Scheme with the provisions of any law including Companies Act, tax laws and capital market related laws or as regards any legal implications or issues arising from the Modified Scheme.

We and our affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, corporate advisory and other financial services to the Transferor Company and its subsidiaries, joint ventures, associates and/or affiliates, as the case may be and have received or in the future may receive compensation for the rendering of these services.

In the ordinary course of business, we and our affiliates may actively trade or hold securities of Companies that may be the subject matter of this Modified Scheme for our own account or for the account of our customers and, accordingly, may at any time hold long or short position in such securities and may vote at any general meeting as they deem fit. In addition, we and our affiliates maintain relationships with the Transferor Company, the Transferor Company and their respective affiliates.

In arriving at our opinion, we have assumed and relied upon, without any independent verification or validation, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with us and have relied upon the assurances of the management of the Transferor Company that they are not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the financials and forecasts, we have been advised by the Transferor Company, and have assumed, that: (i) they have been reasonably prepared and/or confirmed on bases reflecting the best currently available estimates and good faith judgements of the management of the Transferor Company as to the future financial performance of the Companies or their respective subsidiaries and/or associates, as the case may be and (ii) they are based on the understanding of the management of the Transferor Company of the current business strategy, operations, competition and macro-economic indicators and involves known and unknown risks, uncertainties, assumptions, and other

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factors that may cause the actual results to be materially different from any future results, performance or achievements expressed or implied by the financials and forecast of the Companies or their respective subsidiaries and/or associates.

Without limiting the generality of the foregoing, we have also assumed, at the direction of the Transferor Company, their associates, as applicable, will receive all statutory clearances with respect to their respective operations in accordance with the assumptions regarding such clearances in their financials and forecasts.

We have been informed by the management of the Transferor Company that the financials and forecasts provided to us have been prepared in accordance with Indian Accounting Standards (Ind-AS). We have not made or been provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of the Companies or their associates, as applicable, and/or any other entity (other than the Valuation Report, which we have reviewed and relied upon without independent verification for purposes of this opinion), nor have we made any physical inspection or title verification of the properties or assets of the Companies, their associates, as applicable, and/or any other entity, and we do not express any opinion as lo the value of any asset of the Companies, their respective subsidiaries and/or associates, as applicable, and/or any other entity, whether at current prices or in the future. We have not evaluated the solvency or fair value of the Companies, their respective subsidiaries and/or associates, as applicable, and/or any other entity under the laws of India or any other laws relating to bankruptcy, insolvency or similar matters.

We have assumed, at the direction of the Transferor Company, that Proposed Amalgamation will be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, judicial, regulatory and other approvals, consents, releases and waivers for Proposed Amalgamation, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, will be imposed that would have an adverse effect on the Transferor Company, their associates, as applicable, and/or any other entity or the contemplated benefits of Proposed Amalgamation. We also have assumed, at the direction of the Transferor Company, that the final executed Modified Scheme will not differ in any material respect from the Draft Scheme reviewed by us.

We have not undertaken any independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims, or other contingent liabilities, or any settlements thereof, to which the Transferor Company, their associates, as applicable, and/or any other entity, are or may be a party or are or may be subject, and this opinion does not consider the potential effects of any such litigation, actions, claims, other contingent liabilities or settlements.

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We express no view or opinion as to any terms or other aspects or implications of the Proposed Amalgamation (other than the Equity Share Exchange Ratio to the extent expressly specified herein), including, without limitation, the form or structure of the Proposed Amalgamation, the taxation impact of the Proposed Amalgamation or the Equity Shares issued and allotted under the Proposed Amalgamation or any terms or other aspects or implications of any other agreement, arrangement or understanding entered into in connection with or related to the Proposed Amalgamation or otherwise. We were not requested to, and we did not, participate in the negotiation of the terms of the Proposed Amalgamation. Our opinion does not address any matters otherwise than as expressly stated herein, including but not limited solely to matters such as corporate governance, shareholder rights or any other equitable consideration, and is limited to the fairness, from a financial point of view, to the Public Shareholders of the Transferor Company of the Equity Share Exchange Ratio provided for in the Modified Scheme and no opinion or view is expressed with respect to any consideration received in connection with the Proposed Amalgamation by the holders of any other class of securities, creditors or other constituencies of any party. In addition, no opinion or view is expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the Proposed Amalgamation, or class of such persons, relative to the Equity Share Exchange Ratio. Furthermore, no opinion or view is expressed as to the relative merits of the Proposed Amalgamation in comparison to other strategies or transactions that might be available to the Transferor Company or in which the Transferor Company might engage or as to the underlying business decision of the Transferor Company to proceed with or effect the Proposed Amalgamation. Further, the Transferor Company will remain solely responsible for the commercial assumption on which this opinion is based and for its decision to proceed with the Proposed Amalgamation.

Further, our opinion does not take into account any corporate actions of the Transferor Company after the date hereof, including payment of dividends. We are not expressing any opinion as to what the value of the Equity Shares actually will be when issued or the prices at which the Equity Shares will trade at any time, including following announcement or consummation of the Proposed Amalgamation. 1 n addition, we express no opinion or recommendation as to how any shareholder, creditor or other person should vote or act in connection with the Proposed Amalgamation or any related matter. In addition, we are not expressing any view or opinion with respect to, and have relied, with the consent of the Transferor Company, upon the assessments of representatives of the Transferor Company regarding, legal, regulatory, accounting, tax and other matters relating to the Companies, any of their respective subsidiaries and/or associates, as applicable, or any other entity and the Proposed Amalgamation (including the contemplated benefits of the Proposed Amalgamation) as to which we understand that the Transferor Company obtained such advice as it deemed necessary from qualifies professionals.

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We have also assumed that all aspects of the Proposed Amalgamation and any other transaction contemplated in the Scheme would be in compliance with applicable laws and regulations, and we have issued this opinion on the understanding that we would not in any manner verify, or be responsible for ensuring, such compliance, including without limitation, compliance with the provisions of SEBI Regulations. Without prejudice to the generality of the foregoing, we express no opinion and have assumed that the Proposed Amalgamation will not trigger obligation to make open offers under the Securities Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended and accordingly, we have not considered the consequences or impact on us, if any such offers are mandated, and we have also assumed that the Proposed Amalgamation will not result in any adverse effect on us or our business, whether under tax or other laws or under the terms of any license or approval.

We have acted as financial advisor to the Board of Directors of the Transferor Company to render this opinion and will receive a fee for our services, which will be paid upon the rendering of this opinion. In addition, the Transferor Company has agreed to reimburse our expenses (subject to certain restrictions) and indemnify us against certain liabilities arising out of our engagement. For avoidance of any doubts, it is clarified that fees payable to Fedex Securities Private Limited by the Transferor Company and are not in any way contingent upon nature of opinion provided to the Transferor Company.

It is understood that this letter is for the benefit and use of the Board of Directors of the Transferor Company (in its capacity as such) in connection with and for purposes of its evaluation of the Proposed Amalgamation and is not rendered to or for the benefit of, and shat not confer rights or remedies upon, any person other than the Board of Directors of the Transferor Company. This opinion may not be disclosed, referred to, or communicated (in whole or in part) to any third party, nor shall any public reference to us be made, for any purpose whatsoever except (i) with our prior written consent in each instance; (ii) as required to be disclosed by the Transferor Company to the Stock Exchanges pursuant to applicable laws and may be disclosed on the website of the Transferor Company and the Stock Exchanges to the extent required under applicable laws and further may also be made a part of the explanatory statement to be circulated to the shareholders and/or creditors of the Transferor Company; and (ijj) as required to be disclosed to relevant judicial, regulatory or government authorities, in each case only as may be mandatorily required by applicable laws. Our opinion is necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to us as of, the date hereof. It should be understood that subsequent developments may affect this opinion, and we do not have any obligation to update, revise, or reaffirm this opinion.

The laws of India govern all matters arising out of or relating to this Fairness Opinion (including, without limitation, its interpretation, construction, performance, and enforcement).

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With respect to any suit, action or any other proceedings relating to this Fairness Opinion the courts of competent jurisdiction in Mumbai, India shall have exclusive jurisdiction.

Distribution of this Fairness Opinion

The Fairness Opinion is addressed to the Board of Directors of the Transferor Company (in its capacity as such) solely for the purpose of providing them with an independent opinion on the fairness of the Valuation as determined by the Registered Valuers and for the purpose of submission to the Stock Exchanges, National Company Law Tribunal along with the application/petition for the Modified Scheme and such other regulatory authorities under SEBI Circular and /or Companies Act, 2013. The Fairness Opinion shall not be disclosed or referred to publicly or to any third party, other than as required by Indian law (in which case you would provide us a prior written intimation) without our prior written consent. The Fairness Opinion should be read in totality and not in parts. Further, this Fairness Opinion should not be used or quoted for any purpose. If this Fairness Opinion is used by any person other than to whom it is addressed or for any purpose other than the purpose stated hereinabove, then we will not be liable for any consequences thereof. In no circumstances however, will Fedex or its directors, officers, employees and controlling persons of Fedex accept any responsibility or liability including any pecuniary or financial liability to any third party, in any registration statement, prospectus, offering memorandum, annual report, loan agreement or any other agreement or documents given to third parties.

Conclusion

Based on and subject to the foregoing, we are of the opinion that, as of the date hereof, Equity Share Exchange Ratio as recommended by the Valuer, is Fair from a financial point of view to the shareholders of the Transferor Company.

Yours truly,

For, Fedex Securities Private Limited

Uday Nair Director DIN: 03431884

A-256

Annexure-10

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF P ARADEEP PHOSPHATES LIMITED RECOMMENDING THE DRAFT COMPOSITE

SCHEME OF' ARRANGEMENT AMONGST PARADEEP PHOSPHATES LIMITED, MANGALORE CHEMICALS & FERTILIZERS LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

The following members of the Audit Committee ("Committee") of Paradeep Phosphates Limited[(] the "Company") were present at the meeting of the Committee:

I. Mr. Dipankar Cbatter[j] i
Mr. Satyananda Mishra; and
Mr. Karim Lotfi Senhadji.

1. Background

l .1 A meeting of the Committee was held on 7[th ] February, 2024, to consider and recommend the proposed scheme of arrangement which inter aha provides for the amalgamation of Mangalore Chemicals & Fertilizers Limited (''Transferor Company[»] ) with and into the Company pursuant to a composite scheme of a[n] angement amongst the Company, the Transferor Company and their respective shareholders and creditors ("Scheme") under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 " "
( Companies Act ).
1.2 The Company is a listed public limited company, whose equity shares are listed on the BSE Limited and the National Stock Exchange oflndia Limited[(] collectively referred to as the "Stock Exchanges").
1.3 es a[r] e listed The Transferor Company is a listed public limited company, whose equity sha[r] on the Stock Exchanges.
1.4 In tenns of the Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 issued by the Securities and Exchange Board of India ("SEBI") on June 20, 2023 (as amended from time to time) ("SEBI Sc�eme Circular"), the Committee is required to provide a report recommending the draft Scheme taking into consideration, inter alia, the valuation report. This Report of the Committee is also required to, in terms of the SEBI Scheme Circular, comment on the: (a) need for the merger/amalgamation/arrangement; (b) rationale of the Scheme; (c) synergies of business of the entities involved in the Scheme; (d) impact of the Scheme on the shareholders; and ( e) cost benefit analysis of the Scheme.
1.5 The Scheme shall be filed with the relevant jurisdictional National Company Law Tribunals as per Sections 230 to 232 of the Companies Act and has been drawn in compliance with Section 2(1B) and other applicable provisions of the Income Ta," Act, 1961 and other applicable laws, including the SEBI Scheme Circular.

PARADEEP PHOSPHATES LIMITED

CIN No.: L24129OR1981PLC001020

Corporate Office: Adventz Center, 3 [rd ] Floor, No. 28, Union Street, Off Cubbon Road, Bengaluru- 560001 Tel:+ 91 80 46812500/555 Email: [email protected] Registered office: Ba[y] an Bhawan, Pandit J N Mar A-257[g] , Bhubaneswar- 751001 Tel: +0674 666 6100 Fax: +0674 2392631 www.paradee[p] phosphates.com

l.6 This Report is made in compliance with the SEBI Scheme Circular.

2. Documents perused by the Committee

.�

While deliberating on the Scheme, the Committee, inter alia, considered and took on record the following documents:

(a) � the Scheme;
(b) the Yalti.ation report dated February 07,2024 issued jointly by SSPA & Co Chartered Accountants (IBBI Registration No. IBBI/RV-E/06/2020/126) and Pawan Shivkumar Poddar (IBBI Registration No. IBBI/RV/06/2019/12475), registered valuers appointed by the audit committee of the Board ("Valuation Report");
(c) the fairness opinion dated February 07,2024 issued by Inga Ventures Private Limited, SEBI registered merchant bl!f}ker with registration number INM000012698 providing its opinion on the fairness of the share exchange ratio proposed in the Valuation Report ("Fairnes Opinion"); and '
(d) the certificate dated February 07,2024 issued by BS R & Co. LLP, the statutory auditors of the Company, certifying that the accounting treatment contained in the
Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act read with the rules framed thereunder or the accounting standards issued by the Institute of Chartered Accountants of ludia, as applicable and other generally accepted accounting principles.

3. Salient features of the Scheme

3.1 The Scheme, amongst others, contemplates the following:
(a) the amalgamation by way of merger of the Transferor Company with and into the Company -in accordance with Sections 230 to 232 of the Companies Act and other applicable laws;
(b) the transfer of the Identified Shares (as defined in the Scheme) from the Transferor Shareholder (as defined in the Scheme) to the Transferee Shareholder (as defined in the Scheme);
(c) issuance and allotmeut of equity shares of the Company (as defined in the Scheme) by the Company (as defined in the Scheme) to the equity shareholders of the Transferor Company, as on the Record Date (as de.fined in the Scheme), based on the share exchange ratio as provided for -in the Valuation Report;
( d) transfer of the authorized share capital of the Transferor Company to the Company and the consequential increase in the authorized share capital of the Company as provided in the Scheme; and
(e) dissolution without winding up of the Transferor Company.

�

PARADEEP PHOSPHATES LIMITED

CIN No.: L24129OR1981PLC001020 Corporate Office: Adventz Center, 3 rd Floor, No. 28, Union Street, Off Cubbon Road, Bengaluru- 560001 Tel: + 91 80 46812500/555 Email: [email protected]

Registered office: Bayan Bhawan, Pandit J N Marg, Bhubaneswar - 751001 Tel: +0674 666 6100 Fax: +0674 2392631 www.paradeepphosphates.com A-258

3 .2 The effectiveness of the Scheme is conditional upon fulfilment of certain conditions precedent as provided in Clause 45 of the Scheme.

4. Need for the Scheme; Rationale of the Scheme; and Synergies of busines of the entities involved irr the Scheme

4.1 The proposed amalgamation will enable the Transferor Company and the Company to combine their businesses and create a strong amalgamated company, and to become one of the le.ading private-sector fertiliser companies in India.
4.2 The Transferor Company and the Company are engaged in similar and/or complementary businesses and the proposed amalgamation will create synergies between their businesses, including revenue synergies through sharing of consumer understanding, market insights and channel models to ensure faster reach to the market and to achieve faster growth.
The proposed amalgamation is expected to inter alia result in reduction of costs, better alignment, coordination and streamJining the day-to-day operation of all the units of tbe Transferor Company and the Company, strengthening of organizational capabilities around financial areas, driving scale benefits through pooling ofresources, simplification of the corporate structure and elimination of administrative duplications by streamlining the legal, compliance and other statutory functions to allow a more coordinated approach tow[a] rds governance of the bl!sinesses of th.e Company.
4.4 The proposed amalgamation is expected to create enhanced value for the stakeholders of both the Transferor Company and the Company.

5. Impact of the Scheme on the shareholders

The Audit Committee reviewed the Valuation Report and noted the valuation and the share exchange ratio for the proposed amalgamation as recommended by the valuers. No special valuation difficulties were reported by the valuers in their respective Valuation Report.
5.1
5.2 As per the Scheme, the Company is required to issue and allot fully paid equity shares of the Company to the shareholders of the Transferor Company, in consideration for the proposed amalgamation, in the following ratio:
For every J 00 ful!y paid up equity shares of face value of INR JO each held in the Transferor Company as on the Record Date (as defined in the Scheme), the equity shareholders of the J;ransferor Company shall be issued 187 equiry shares efface value of INR IO each credited as fully paid up in the Company.
The equity shares of the Company to be issued and allotted to the shareholders of the Transferor Company as per the aforementioned share exchange ratio (which is in terms of the Valuation Report) are to rank pari passu in all respects with the existing equity shares of the Company.

6. Cost benefit analysis of the Scheme

The Committee noted that the Scheme will provide an opportunity to improve the economic value for the shareholders of the Company and the Transferor Company. This is reflected by the proposed improved synergies that will arise pursuant to the Scheme.

PARADEEP PHOSPHATES LIMITED

CIN No.: L24129OR1981PLC001020

Corporate Office: Adventz Center, 3 [rd ] Floor, No. 28, Union Street, Off Cubbon Road, Bengaluru-560001 Tel:+ 91 80468125 00/555 Email: [email protected]

Registered office: Bayan Bhawan, Pandit J N Marg, Bhubaneswar - 751001 Tel: +0674 666 6100 Fax: +0674 2392 631 A-259 www.paradeepphosphates.com

(\ �; �

Although the Scheme involves certain costs such as transaction cost, implementation cost, regulatory f s, stamp duties, etc., however, the benefits of the proposed amalgamation as specified in paragraph 4 above over a long period would far outweigh such costs.

7. Recommendations of the Committee and Conclusion

Having considered the Scheme and its rationale and benefits, the Valuation Reports, the Fairness Opinion, impact of the Scheme on its shareholders, cost benefit analysis of the Scheme, �ynergies of business and other documents as placed before the Committee, the Committee unanimously recommends the Scheme for approval.

For and on behalf of the Audit Committee of Paradeep Phosphates Limited

Dipankar Cbatterji Chairperson, Audit Committee DIN: 00031256 Date: 07[th ] February,2024 Place: Bengaluru

PARADEEP PHOSPHATES LIMITED

CIN No.: L24129OR1981PLC001020

Corporate Office: Adventz Center, 3[rd ] Floor, No. 28, Union Street, Off Cubbon Road, Bengaluru- 560001 Tel:+ 91 80 46812500/555 Email: [email protected] Registered office: Bayan Bhawan, Pandit J N Marg, Bhubaneswar- 751001 Tel: +0674 666 6100 Fax: +0674 2392631 A-260 www.paradeepphosphates.com

Mangalore Chemicals MCF & Fertilizers Limited

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF MANGALORE CHEMICALS & FERTILIZERS LIMITED RECOMMENDING THE DRAFT COMPOSITE SCHEME OF ARRANGEMENT AMONGST PARADEEP PHOSPHATES LIMITED, MANGALORE CHEMICALS & FERTILIZERS LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

The following members of the Audit Committee ('·Committee") of Mangalore Chemicals & Fertilizers Limited (the "Company") were present at the meeting of the Committee:

Mr. Marco Wadi a - Independent Director and Chairman of the Audit Committee 2. Mr. DA Prasanna - Independent Director and Member of the Audit Committee
Mrs. Ki ran Dhingra - Independent Director and Member of the Audit Committee

1. Background

1.1 A meeting of the Committee was held on February 7, 2024, to consider and recommend the proposed scheme of arrangement which inter alia provides for the amalgamation of the Company with and into Paradeep Phosphates Limited ("Transferee Company") pursuant to a composite scheme of arrangement amongst the Company, the Transferee Company and their respective shareholders and creditors ("Scheme") under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Companies Act").
1.2 The Company is a listed public limited company, whose equity shares are listed on the BSE Limited and the National Stock Exchange of India Limited ( collectively referred to as the "Stock Exchanges").
1.3 The Transferee Company is a listed public limited company, whose equity shares are listed on the Stock Exchanges.
1.4 In terms of the Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 issued by the Securities and Exchange Board of India ("SEBI") on June 20, 2023 (as amended from time to time) (''SEBI Scheme Circular"), the Committee is required to provide a report recommending the draft Scheme taking into consideration, inter alia, the valuation report. This Report of the Committee is also required to, in terms of the SEBI Scheme Circular, comment on the: (a) need for the merger/amalgamation/arrangement; (b) rationale of the Scheme; ( c) synergies of business of the entities involved in the Scheme; (d) impact of the Scheme on the shareholders; and (e) cost benefit analysis of the Scheme.
1.5 The Scheme shall be filed with the relevant jurisdictional National Company Law Tribunals as per Sections 230 to 232 of the Companies Act and has been drawn in compliance with Section 2(1 B) and other applicable provisions of the Income Tax Act, 1961 and other applicable laws, including the SEBI Scheme Circular.
1.6 This Report is made in compliance with the SEBI Scheme Circular.

==> picture [44 x 32] intentionally omitted <==

7 Q_/4

==> picture [24 x 54] intentionally omitted <==

r�egistered Office: U B Tower, Level 11, U B City, 24, Vitt a I Ma I !ya Road, Benga I uru - 560 00 7, India. Tel: +97 80 4585 5575/68 Fax: +97 80 4585 5588 E-mail: [email protected] Website: www.mangalorechemicals.com

Corporate Identity Number: L24 7 23KA 7 966PLC002036

A-261

·1

MCF Mangalore Chemicals & Fertilizers Limited

2. Documents perused by the Committee

While deliberating on the Scheme, the Committee, inter ctlia, considered and took on record the following documents:

(a) the Scheme;
(b) the valuation report dated February 7, 2024 jointly issued by SSPA & Co Chartered Accountants (IBBI Registration No. IBBI/RV-E/06/2020/126) and Pawan Shivkumar Poddar (lBBI Registration No. I BBi/RV /06/2019/124 75), registered valuers appointed by the Committee (collectively the "Valuation Report");
( c) the fairness opinion dated February 7, 2024 issued by Fedex Securities Private Limited, the SEBI registered merchant banker with registration number INM 000010163 providing its opinion on the fairness of the share exchange ratio proposed in the Valuation Report ("Fairness Opinion"); and
(d) the certificate dated February 7, 2024 issued by M/s. PKF Sridhar & Santhanam LLP, the statutory auditors, certifying that the accounting treatment contained in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act read with the rules framed thereunder or the accounting standards issued by the Institute of Chartered Accountants of India, as applicable and other generally accepted accounting principles.

3. Salient features of the Scheme

3.1 The Scheme, amongst others, contemplates the following:
(a) the amalgamation by way of merger of the Company with and into the Transferee Company in accordance with Sections 230 to 232 of the Companies Act and other applicable laws;
(b) the transfer of the Identified Shares (as defined in the Scheme) from the Transferor Shareholder (as defined in the Scheme) to the Transferee Shareholder (as defined in the Scheme);
(c) issuance and allotment of equity shares of the Transferee Company (as defined in the Scheme) by the Transferee Company (as defined in the Scheme) to the equity shareholders of the Company, as on the Record Date (as defined in the Scheme), based on the share exchange ratio as provided for in the Valuation Report;
(d) transfer of the authorized share capital of the Company to the Transferee Company and the consequential increase in the authorized share capital of the Transferee Company as provided in the Scheme; and
(e) dissolution without winding up of the Company.

==> picture [111 x 35] intentionally omitted <==

f<egistered Office: UB Tower, Level 71, UB City, 24, Vittal Mallya Road, Bengaluru -560 007, India. Tel: +9180 4585 5575/68 Fax: +91804585 5588 E-mail: [email protected] Website: www.mangalorechemicals.com I Corporate Identity Number: L24123KA 1966PLC002036

A-262

MCF Mangalore Chemicals & Fertilizers Limited

3.2 The effectiveness of the Scheme is conditional upon fulfilment of certain conditions precedent as provided in Clause 45 of the Scheme.

4. Need for the Scheme; Rationale of the Scheme; and Synergies of business of the entities involved in the Scheme

4.1 The proposed amalgamation will enable the Company and the Transferee Company to combine their businesses and create a strong amalgamated company, and to become one of the leading private-sector fertiliser companies in India.
4.2 The Company and the Transferee Company are engaged in similar and/or complementary businesses and the proposed amalgamation will create synergies between their businesses, including revenue synergies through sharing of consumer understanding, market insights and channel models to ensure faster reach to the market and to achieve faster growth.
4.3 The proposed amalgamation is expected to inter alia result in reduction of costs, better alignment, coordination and streamlining the day-to-day operation of all the units of the Company and the Transferee Company, strengthening of organizational capabilities around financial areas, driving scale benefits through pooling of resources, simplification of the corporate structure and elimination of administrative duplications by streamlining the legal, compliance and other statutory functions to allow a more coordinated approach towards governance of the businesses of the Transferee Company.
4.4 The proposed amalgamation is expected to create enhanced value for the stakeholders of both the Company and the Transferee Company.

5. Impact of the Scheme on the shareholders

5.1 The Audit Committee reviewed the Valuation Report and noted the valuation and the share exchange ratio for the proposed amalgamation as recommended by the valuers. No special valuation difficulties were reported by the valuers in their respective Valuation Report.

5.2 As per the Scheme, the Transferee Company is required to issue and allot fully paid equity shares of the Transferee Company to the shareholders of the Company, in consideration for the proposed amalgamation, in the following ratio:
For every 100 fitlly paid up equity shares of face value of INR 10 each held in the Company as on the Record Date (as defined in the Scheme), the equity shareholders of the Company shall be issued 18 7 equity shares of face value of INR 10 each credited as fitlly paid up in
the Transferee Company.
5.3 The equity shares of the Transferee Company to be issued and allotted to the shareholders of the Company as per the aforementioned share exchange ratio (which is in terms of the Valuation Report) are to rank pari passu in all respects with the existing equity shares of the Transferee Company.

==> picture [39 x 30] intentionally omitted <==

==> picture [77 x 27] intentionally omitted <==

r�egistered Office: UB Tower, Level 11, UB City, 24, Vittal Mallya Road, Bengaluru - 560 00 1, India. Tel: +91804585 5575/68 Fax: +91 804585 5588 E-mail: [email protected] Website: www.manga!orechemicals.com I Corporate Identity Number: L24123KA 1966PLC002036

A-263

MCF Mangalore Chemicals & Fertilizers Limited

6. Cost benefit analysis of the Scheme

., I

The Committee noted that the Scheme will provide an opp01iunity to improve the economic value for the shareholders of the Company and the Transferee Company. This is reflected by the proposed improved synergies that will arise pursuant to the Scheme. Although the Scheme involves certain costs such as transaction cost, implementation cost, regulatory fees, stamp duties, etc., however, the benefits of the proposed amalgamation as specified in paragraph 4 above over a long period would far outweigh such costs.

7. Recommendations of the Committee and Conclusion

Having considered the Scheme and its rationale and benefits, the Valuation Report, the Fairness Opinion, impact of the Scheme on its shareholders, cost benefit analysis of the Scheme, synergies of business and other documents as placed before the Committee, the Committee unanimously recommends the Scheme for approval.

For and on behalf of the Audit Committee of Mangalore Chemicals & Fertilizers Limited

'f 1 (f'v Marco Wadia Chairperson, Audit Committee

DIN: 00244357 Date: February 07, 2024 Place: Mumbai

r�egistered mtice: UB Tower, Level 71, UB City, 24, Vittal Mallya Road, Bengaluru -560 007, India. Tel: +91804585 5575/68 Fax: +91804585 5588 E-mail: [email protected] Website: www.mangalorechemicals.com I Corporate identity Number: L24 l 23KA 7 966PLC002 036

A-264

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF PARA0EEP PHOSPHATES LIMITED RECOMMENDING THE DRAFT MODIFIED COMPOSITE SCHEME OF ARRANGEMENT AMONGST PARADEEP PHOSPHATES LIMITED, MANGALORE CHEMICALS & FERTILIZERS LIMITED AND THEIR RESPECTIVE SHAREHOLDERS A[1] D CREDITORS

The following members of the Audit Committee ("Committee") of Paradcep Phosphates Limited (the "Company") were present at the meeting of the Committee:

I. Mr. Dipankar Chatte�ji 2. Mr. Satyananda Mishra 3. Mr. Karim Lotfi Senhadji

1. Background

1.1. The board of directors of the Company ( .. Board .. ) in its meeting held on 07[th ] February 2024 approved the draft composite scheme of arrangement by and amongst Mangalore Chemicals & Fertilizers Limited ( .. Transferor Company .. ). the Company and their respective shareholders and creditors ("Original Scheme .[. ] ). inter alia based on the recommendation of this Committee. subject to receiving the approvals from the relevant regulatory and statutory authority(ies).
1.2. Further. the Competition Commission of India vidc its letter dated 30[th ] July 2024 has approved the transactions contemplated under the Original Scheme.
1.3. The BSE Limited and the ational Stock Exchange of India Limited "ide their lc11en, dated 02[nd ] September 2024 and 11[th ] September 2024 respectively ( .. Stock Exchanges Letters .. ). have shared the observations made by the Securities and Exchange f3oard or India (''SEBI .. ). In view of such observations made b� SF.RI. the Original Scheme is required to be modified.
1.4. In continuation of the meeting of this Committee held on OJ[!h ] Februar) 2024. modifications to be made to the Original Scheme based on the observations made by SEBI (such limited modification in continuation of the Original Scheme is hereinafter referred to as the "Modified Scheme") and the latest valuation report dated Novemher 25. 2024 ( .. Valuation Report[.] . ). jointly issued b) SSP/\ & Co Chancn:d \ccountanh ( 11ml Registration No. 11381/RV-L/06/2020/126) and Pa\Ull �hi\�umar Poddar (113131 Registration No. IBBI/RV /06/2019/124 75). registered valuers appointed by the Committee (collectively. the "Joint Valuers'') and the fairness opinion dated ovemher 25, 2024 issued by Inga Ventures Private Limited. SEAi registered merchant banker\ ith registration number I MOO00 12698 providing its opinion on the fairness or the share exchange ratio proposed in the Valuation Report ("Fairness Opinion"). the Committee is required to provide a report recommending the Modified Scheme along with the relevant

PARADEEP PHOSPHATES LIMITED

CIN No.: L24129OR1981PLC001020

Corporate Office: Adventz Center, 3[rd ] Floor, No. 28, Union Street, Off Cubbon Road. Bengaluru- 560001 Tel:+ 91 80 46812500/555 Email: [email protected] Registered office: Bayan Bhawan, Pandit J N Marg, Bhubaneswar - 751001 Tel: +0674 666 6100 Fax: +0674 2392631 www.paradeepphosphates.com A-265

documents thereto,. Upon perusal of the modifications made to the Original Scheme as set out in the Modi tied Scheme, the Committee notes that there is no change in the brief background of the Transferor Company and the Company, salient features of the Modified Scheme. synergies or business of the entities involved in the Modified Scheme, cost benefit analysis or the Modified Scheme and impact of the Modified Scheme on the shareholders of' the Company.

1.5. There lore, a meeting or the Committee was held on November 25, 2024 to consider the latest Valuation Report and analyse its impact on the Modified Scheme.
1.6. This report is made in compliance with the observations made by SEBI to the extent necessary in connection with the modifications to be made to the Original Scheme, and the remaining obc;ervations and recommendations of the Committee made in its report dated 07[th ] h:bruar) 2024 remain unchanged.

2. Documents perused by the Committee

While deliberating on the Modified Scheme, the Committee, inter alia, considered and took on record the observations made by SEBI as communicated to the Company by way of the Stock Exchanges Letters, and the following documents:

(a) dral1 of'the Modified Scheme:
(b) the Valuation Report dated November 25, 2024; and
(c) the Fairness Opinion dated November 25, 2024.

3. Proposed modifications to the Original Scheme

I he kc) modi lic:ations proposed to be made to the Original Scheme arc as follows:

(a) the number of ·Identified Shares· to be transferred by the Transferor Shareholder (as Jejinecl in the Mod{fied Scheme) to the Transferee Shareholder (as defined in the Mod!fied Scheme) to be modified from 3,92,06,000 (Three Crores Ninety-Two Lakhs and Six Thousand) Equity Shares to 2,90,37,000 (Two Crores Ninety Lakhs Thirty-Seven Thousand) Equity Shares (representing 24.50% of the share capital of the Transferor Company), and consequently, the aggregate cash consideration to be paid by the Transleree Shareholder (as defined in the Modified Scheme) to the Transferor Shareholder (as Jejined in the Mod{fied Scheme) for the Share Transfer (us de.fined in the Mocl!fied Scheme) is reduced to INR 418.14 crores (Indian Rupees Four Hundred and Eighteen Crores and Fourteen Lakhs approximately); and

PARADEEP PHOSPHATES LIMITED

CIN No.: L24129OR1981PLC001020 Corporate Office: Adventz Center, 3[r][d ] Floor, No. 28, Union Street, Off Cubbon Road, Bengaluru- 560001 Tel: + 91 80 46812500/555 Email: [email protected]"r'l Registered office: Bayan Bhawan, Pandit J N Marg, Bhubaneswar - 751001 Tel: +0674 666 6100 Fax: +0674 2392631

www.paradeepphosphates.com

A-266

(b) the rationale for the Modified Scheme is to clarify that the lenders of the Trani;lcror Company and the Company require the existing promoter or the Compan) to continue to exercise control and hold more than 50% (fifty percent) of the share capital of the Company even after the Modified Scheme becomes effective.

4. Impact of the Modified Scheme on the shareholders

4.1. The Committee reviewed the modifications proposed to be in the Modified Scheme and noted that there is no adverse impact on the shareholders of the Company on account of such modifications.
4.2. The Committee noted that the share exchange ratio suggested in the Valuation l<epon is the same as the share exchange ratio as provided under the previous valuation report dated 07[th ] February 2024 jointly issued by the Joint Valuers. as approved by the Committee by way of its report dated 07'h February 2024. Therefore. this Committee is of the opinion that the Modified Scheme does not have any impact on the valuation of the Tran-;fcror Company and the Company.

5. Recommendations of the Committee and Conclusion

In continuation of the report of the Committee dated 07[th ] February 2024 and having considered the draft of the Modified Scheme, the Valuation Report and Fairness Opinion. and other documents placed before the Committee. the Committee is of the informed opinion that the Modified Scheme with the share exchange ratio as suggested in the Valuation Report is in the best interests of and not detrimental to the interest or the shareholders of the Company. Therefore. the Committee unanimouc;I :, recommcndc; the Modified Scheme for approval.

For and on behalf of the Audit Committee of Paradeep Phosphates Limited

� M r. o· Ipan ar k Ch atterJI "t .. Chairperson, Audit Committee DIN: 00031256 Date: ovember 25, 2024 Place: Bangalore Kolkata

PARADEEP PHOSPHATES LIMITED

CIN No.: L24129OR1981PLC001020 Corporate Office: Adventz Center, 3 [rd ] Floor, No. 28, Union Street. Off Cubbon Road. Bengaluru- 560001 Tel: + 91 80 46812500/555 Email: [email protected] Registered office: Bayan Bhawan, Pandit J N Marg, Bhubaneswar - 751001 Tel: +0674 666 6100 Fax: +0674 2392631 w . paradeepphosphates. com A-267

Mangalore Chemicals & Fertilizers Limited

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF MAN GALORE CHEMICALS & FERTILIZERS LIMITED RECOMMENDING THE DRAFT MODIFIED COMPOSITE SCHEME OF ARRANGEMENT AMONGST MANGALORE CHEMICALS & FERTILIZERS LIMITED, PARADEEP PHOSPHATES LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

The following members of the Audit Committee ("Committee") of Mangalore Chemicals & Fertilizers Limited (the "Company") were present at the meeting of the Committee:

Mr. Marco Wadia
1. Mr. D A Prasanna I.
Mrs. Kiran Dhingra

1. Background

l. The board of directors of the Company ("Board") in its meeting held on 07[th ] February 2024 approved the draft composite scheme of arrangement by and amongst Paradeep Phosphates Limited ("Transferee Company"), the Company and their respective shareholders and creditors ("Original Scheme"), inter alia based on the recommendation of this Committee, subject to receiving the approvals from the relevant regulatory and statutory authority(ies).
1.2. Further, the Competition Commission of India vide its letter dated 30[th ] July 2024 has approved the transactions contemplated under the Original Scheme.
1.3. The BSE Limited and the National Stock Exchange of India Limited vide their letters dated 02[nd ] September 2024 and 11[th ] September 2024 respectively ("Stock Exchanges Letters"), have shared the observations made by the Securities and Exchange Board of India ("SEBI"). In view of such observations made by SEBI, the Original Scheme is required to be modified.
1.4. In continuation of the meeting of this Committee held on 0?[1h ] February 2024, modifications to be made to the Original Scheme based on the observations made by SEBI (such limited modification in continuation of the Original Scheme is hereinafter referred to as the "Modified Scheme") and the latest valuation report dated November 2024 ("Valuation Report"), jointly issued by SSPA & Co Chartered Accountants (18 81 Registration No. IBBI/RV-E/06/2020/126) and Pawan Shivkumar Poddar (IBBI Registration No. IBBI/RV/06/2019/12475), registered valuers appointed by the Committee (collectively, the "Joint Valuers") and the fairness opinion dated November 25, 2024 issued by Fedex Securities Private Limited, SEBI registered merchant banker with registration number INM000010163 providing its opinion on the fairness of the share exchange ratio proposed in the Valuation Report ("Fairness Opinion"), the Committee is required to provide a report recommending the Modified Scheme along with the relevant documents thereto. Upon perusal of the modifications made to the Original Scheme as set out in the Modified Scheme, the Committee notes that there is no change in the brief background of the Transferee Company and the Company, salient features of the Modified Scheme, synergies of business of the entities involved in the Page 1 of 3 'irv:w__!A( J/y"v"',i ::{.,i,i�
llecJistcrcd Oifice: UG Tower, Level 11, Uf3 City, V1lti M,1lly,1 fe1: L2 4 123 Kil I 966PLC0020l(>

A-268

A-269

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Annexure-11

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REPORT OF THE COMMITTEE OF INDEPENDENT DIRECTORS OF P ARADEEP PHOSPHATES LIMITED RECOMMENDING THE DRAFT COMPOSITE SCHEME OF ARRANGEMENT AMONGST PARADEEP PHOSPHATES LIMITED, MANGALORE CHEMICALS & FERTILIZERS LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

This Report is prepared, considered and approved by the Committee of Independent Directors ("Committee") of Paradeep Phosphates Limited (the "Company") pursuant to its meeting held on[7] [th ] February, 2024 at 5:00 PM, where the following independent directors were present:

Present:

I. Mr. Satyananda Mishra 2. Mr. Dipankar Chatterji
Mr. Subhrakant Panda 4. Mrs. Rita Menon

Chairman: The Committee unanimously elected Mr. Satyananda Mishra, as the chairman of this meeting.

I. Background

1.1 This meeting of the Committee was held on[7] [th ] February, 2024 to consider the proposed scheme of arrangement which inter alia provides for the amalgamation of Mangalore Chemicals & Fertilizers Limited ("Transferor Company") with and into the Company pursuant to a composite scheme of arrangement amongst the Company, the Transferor Company and their respective shareholders and creditors ("Scheme") under Sections 230 to 232 and other application provisions of the Companies Act, 2013 ("Companies Act").
1.2 The Company is a listed public limited company whose equity shares are listed on the BSE Limited and the National Stock Exchange of India Limited (collectively referred to as the "Stock Exchanges").
1.3 The Transferor Company is a listed public limited company, whose equity shares are listed on the Stock Exchanges.
1.4 In terms of the Master Circular No. SEBI/HO/CFDIPOD-2/P/CIR/2023/93 issued by the Securities and Exchange Board of India ("SEBI") on June 20, 2023 (as amended from time to time) ("SEBI Scheme Circular"), a report from the Committee recommending the draft Scheme is required to be provided, taking into consideration, inter alia, that the Scheme is not detrimental to the shareholders of the Company. This Report of the Committee has been made in compliance with the requirements of the SEBI Scheme Circular.

PARADEEP PHOSPHATES LIMITED

CIN No.: L24129OR1981PLC001020 Corporate Office: Adventz Center, 3[rd ] Floor, No. 28, Union Street, Off Cubbon Road, Bengaluru- 560001 Tel:+ 91 80 46812500/555 Email: info-ppl[@] adventz.com Registered office: Ba[y] an Bhawan, Pandit J N Marg, Bhubaneswar - 751001 Tel: +0674 666 6100 Fax: +0674 2392631

www.paradeepphosphates.com

Jt'

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2. Documents perused by the Committee

While deliberating on the Scheme, the Committee, inter alia, considered and took on record the following documents:

(a) the Scheme;
(b) the valuation report dated February 07,2024 issued jointly by SSPA & Co Chartered Accountants (IBBI Registration No. IBBI/RV-E/06/2020/126) and Pawan Shivkumar Poddar (IBBI Registration No. IBBI/RV/06/2019/12475), registered valuers appointed by the audit committee of the Board (collectively the "Valuation Report");
(c) the fairness opinion dated February 07,2024 issued by Inga Ventures Private Limited, SEBI registered merchant banker with registration number INM000012698 providing its opinion on the fairness of the share exchange ratio proposed in the Valuation Report ("Fairness Opinion"); and
(d) the certificate dated February 07,2024 issued by B S R & Co. LLP, the statutory auditors of the Company, certifying that the accounting treatment contained in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act read with the rules framed thereunder or the accounting standards issued by the Institute of Chartered Accountants of India, as applicable and other generally accepted accounting principles.

3. Salient features of the Scheme

The Scheme, amongst others, contemplates the following:

(a) the amalgamation by way of merger of the Transferor Company with and into the Company in accordance with Sections 230 to 232 of the Companies Act and other applicable laws;
(b) the transfer of the Identified Shares (as defined in the Scheme) from the Transferor Shareholder (as defined in the Scheme) to the Transferee Shareholder (as defined in the Scheme);
( c) issuance and allotment of equity shares of the Company ( as defined in the Scheme) by the Company (as defined in the Scheme) to the equity shareholders of the Transferor Company, as on the Record Date (as defined in the Scheme), based on the share exchange ratio as provided for in the Valuation Report;
(d) transfer of the authorized share capital of the Transferor Company to the Company and the consequential increase in the authorized share capital of the Company as provided in the Scheme; and
(e) dissolution without winding up of the Transferor Company.

PARADEEP PHOSPHATES LIMITED

CIN No.: L24129OR1981PLC001020 Corporate Office: Adventz Center, 3[rd ] Floor, No. 28, Union Street, Off Cubbon Road, Bengaluru- 560001 Tel:+ 91 80 46812500/555 Email: [email protected] Registered office: Bayan Bhawan, Pandit J N Marg, Bhubaneswar - 751001 Telf0674 666 6100 Fax: +0674 2392631 �.paradeepphosphates.com

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3.2 The effectiveness of the Scheme is conditional upon fulfilment of certain conditions precedent as provided in Clause 45 of the Scheme.

4. Rationale of the Scheme

The Company and the Transferor Company are of the view that (a) the proposed amalgamation of the Transferor Company with and into the Company; and (b) the other arrangements contemplated in the Scheme, would be to the benefit of the shareholders and creditors of the Transferor Company and the Company and would inter alia have the following benefits:

4.1 The proposed amalgamation will enable the Transferor Company and the Company to combine their businesses and create a strong amalgamated company, and to become one of the leading private-sector fertiliser companies in India.
4.2 The Transferor Company and the Company are engaged in similar and/or complementary businesses and the proposed amalgamation pursuant to the Scheme will create synergies between their businesses, including revenue synergies through sharing of consumer understanding, market insights and channel models to ensure faster reach to the market and to achieve faster growth.
4.3 The proposed amalgamation is expected to inter alia result in reduction of costs, better alignment, coordination and streamlining the day-to-day operation of all the units of the Transferor Company and the Company, strengthening of organizational capabilities around financial areas, driving scale benefits through pooling ofresources, simplification of the corporate structure and elimination of administrative duplications by streamlining the legal, compliance and other statutory functions to allow a more coordinated approach towards governance of the businesses of the Company.
4.4 The proposed amalgamation is expected to create enhanced value for the stakeholders of both the Transferor Company and the Company.

5. Scheme is not detrimental to the shareholders of the Company

5.1 The Committee discussed the background, salient features and rationale of the Scheme. In view of the various documents presented to the Committee, including the Valuations Reports and the Fairness Opinion, it is observed that the Scheme will result in synergies between the businesses of the Company and the Transferor Company, including revenue synergies through sharing of consumer understanding and market insights and channel models to ensure faster reach to the market and to achieve faster growth.
5.2 The Committee discussed and formed the view that there will be strong synergies in the proposed amalgamation contemplated in the Scheme, the employees in general will be benefited and the merged company will be better positioned to carry on the combined businesses of the Transferor Company and the Company, financially and otherwise.
5.3 Therefore, considering the above and other documents presented to the Committee, the Committee is of the view that the Scheme is not detrimental to the shareholders of the Company.

6. Recommendations of the Committee

PARADEEP PHOSPHATES LIMITED

CIN No.: L24129OR1981PLC001020

Corporate Office: Adventz Center, 3[rd ] Floor, No. 28, Union Street, Off Cubbon Road, Bengaluru- 560001 Tel:+ 91 80 46812500/555 Email: [email protected] Registered office: Bayan Bhawan, Pandit J N Marg, Bhubaneswar - 751001 Tel: +0674 666 6100 Fax: +0674 2392631 www.paradeepphosphates.com Jc'

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In view of the above, and taking into considerations the documents presented to the Committee, after due deliberations and due consideration of all the terms of the Scheme, in particular fact that the Scheme is not detrimental to the shareholders of the Company, the Committee unanimously recommends the Scheme for approval.

i� Committee of Independent Directors of Paradeep Phosphates , i Gv- Satyananda Mishra Independent Director DIN: 01807198 Date: 07th February ,2024 Place: Bengaluru

PARADEEP PHOSPHATES LIMITED

CIN No.: L24129OR1981PLC001020 Corporate Office: Adventz Center, 3[rd ] Floor, No. 28, Union Street, Off Cubbon Road, Bengaluru- 560001 Tel:+ 91 80 46812500/555 Email: [email protected] Registered office: Bayan Bhawan, Pandit J N Marg, Bhubaneswar - 751001 Tel: +0674 666 6100 Fax: +0674 2392631

www.paradeepphosphates.com

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MCF Mangalore Chemicals & Fertilizers Limited

REPORT OF THE COMMITTEE OF INDEPENDENT DIRECTORS OF MANGALORE CHEMICALS & FERTILIZERS LIMITED RECOMMENDING THE DRAFT COMPOSITE SCHEME OF ARRANGEMENT AMONGST PARADEEP PHOSPHATES LIMTIED, MANGALORE CHEMICALS & FERTILIZERS LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

This Report is prepared, considered and approved by the Committee of Independent Directors ("Committee") of Mangalore Chemicals & Fertilizers Limited (the "Company") pursuant to its meeting held on February 7, 2024 at 5: 15 PM, where the following independent directors were present:

Present:

Mr. Marco Wadia 2. Mr. D A Prasanna 3. Mrs. Kiran Dhingra

Chairman: The Committee unanimously elected Mr. Marco Wadia, as the chainnan of this meeting.

1. Background

1.1 This meeting of the Committee was held on February 7, 2024 to consider the proposed scheme of arrangement which inter alia provides for the amalgamation of the Company with and into Paradeep Phosphates Limited ("Transferee Company") pursuant to a composite scheme of arrangement amongst the Company, the Transferee Company and their respective shareholders and creditors ("Scheme") under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Companies Act").
1.2 The Company is a listed public limited company whose equity shares are listed on the BSE Limited and the National Stock Exchange of India Limited (collectively referred to as the "Stock Exchanges").
1.3 The Transferee Company is a listed public limited company, whose equity shares are listed on the Stock Exchanges.
1.4 In terms of the Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 issued by the Securities and Exchange Board of India ("SEBI") on June 20, 2023 (as amended from time to time) ("SEBI Scheme Circular"), a report from the Committee recommending the draft Scheme is required to be provided, taking into consideration, inter alia, that the Scheme is not detrimental to the shareholders of the Company. This Report of the Committee has been made in compliance with the requirements of the SEBI Scheme Circular.

2. Documents perused by the Committee

While deliberating on the Scheme, the Committee, inter alia, considered and took on record the following documents:

(a) the Scheme;
(b) the valuation report dated February 7, 2024 jointly issued by SSPA & Co Chartered Accountants (18B1 Registration No. 18B1/R V-E/06/2020/126) and Pawan Shivkumar

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r�egistered Office: UB Tower, Level 71, UB City, 24, Vittal Mallya Road, Bengaluru - 560 007, India. Tel: +91804585 5575/68 Fax: +91804585 5588 E-mail: [email protected] Website: www.mangalorechemicals.com

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Corporate Identity Number: L24 7 23KA 7 966PLC002036

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MCF Mangalore Chemicals & Fertilizers Limited

I I

Poddar (IBBI Registration No. IBBI/RV/06/2019/12475), registered valuers appointed by the audit committee of the Board (collectively, the "Valuation Report");

(c) the fairness opinion dated February 7, 2024 issued by Fedex Securities Private Limited, the SEBI registered merchant banker with registration number INM 0000 l O 163. providing its opinion on the fairness of the share exchange ratio proposed in the Valuation Report C'Fairness Opinion"); and
(d) the certificate dated February 7, 2024 issued by M/s. PKF Sridhar & Santhanam LLP, the statutory auditors of the Company, certifying that the accounting treatment contained in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act read with the rules framed thereunder or the accounting standards issued by the Institute of Chartered Accountants of India, as applicable and other generally accepted accounting principles.

3. Salient features of the Scheme

3 .1 The Scheme, amongst others, contemplates the following:
(a) the amalgamation by way of merger of the Company with and into the Transferee Company in accordance with Sections 230 to 232 of the Companies Act and other applicable laws;
(b) the transfer of the Identified Shares (as defined in the Scheme) from the Transferor Shareholder (as defined in the Scheme) to the Transferee Shareholder (as defined in the Scheme);
(c) issuance and allotment of equity shares of the Transferee Company (as defined in the Scheme) by the Transferee Company (as defined in the Scheme) to the equity shareholders of the Company, as on the Record Date (as defined in the Scheme), based on the share exchange ratio as provided for in the Valuation Report;
( d) transfer of the authorized share capital of the Company to the Transferee Company and the consequential increase in the authorized share capital of the Transferee Company as provided in the Scheme; and
(e) dissolution without winding up of the Company.
3.2 The effectiveness of the Scheme is conditional upon fulfilment of certain conditions precedent as provided in Clause 45 of the Scheme.

4. Rationale of the Scheme

The Company and the Transferee Company are of the view that (a) the proposed amalgamation of the Company with and into the Transferee Company; and (b) the other arrangements contemplated in the Scheme, would be to the benefit of the shareholders and creditors of the inter alia Company and the Transferee Company and would have the following benefits:

4.1 The proposed amalgamation will enable the Company and the Transferee Company to combine their businesses and create a strong amalgamated company, and to become one of the leading private-sector fertiliser companies in India.

f<egistere-d Office: UB Tower, Level 11, UB City, 24, Vittal Mallya Road, Bengaluru - 560 001, India. ·t Tel: +9 1804585 5575/68 Fax: +9180 4585 5588 E-mail: [email protected] Website: www.mangalorechemicals.com Corporate Identity Number: L24123KA 1966PLC00 2036 (}11 4. /)J a,.

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Mangalore Chemicals & Fertilizers Limited

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4.2 The Company and the Transferee Company are engaged in similar and/or complementary businesses and the proposed amalgamation pursuant to the Scheme will create synergies between their businesses, including revenue synergies through sharing of consumer understanding, market insights and channel models to ensure faster reach to the market and to achieve faster growth.
4.3 The proposed amalgamation is expected to inter alia result in reduction of costs, better alignment, coordination and streamlining the day-to-day operation of all the units of the Company and the Transferee Company, strengthening of organizational capabilities around financial areas, driving scale benefits through pooling of resources, simplification of the corporate structure and elimination of administrative duplications by streamlining the legal, compliance and other statutory functions to allow a more coordinated approach towards governance of the businesses of the Transferee Company.
4.4 The proposed amalgamation is expected to create enhanced value for the stakeholders of both the Company and the Transferee Company.

5. Scheme is not detrimental to the shareholders of the Company

5.1 The Committee discussed the background, salient features and rationale of the Scheme. In view of the various documents presented to the Committee, including the Valuation Report and the Fairness Opinion, it is observed that the Scheme will result in synergies between the businesses of the Company and the Transferee Company, including revenue synergies through sharing of consumer understanding and market insights and channel models to ensure faster reach to the market and to achieve faster growth.
5.2 The Committee discussed and fonned the view that there will be strong synergies in the proposed amalgamation contemplated in the Scheme, the employees in general will be benefited and the merged company will be better positioned to carry on the combined businesses of the Company and the Transferee Company, financially and otherwise.
5 .3 Therefore, considering the above and other documents presented to the Committee, the Committee is of the view that the Scheme is not detrimental to the shareholders of the Company.

6. Recommendations of the Committee

In view of the above, and taking into considerations the documents presented to the Committee, after due deliberations and due consideration of all the terms of the Scheme, in particular fact that the Scheme is not detrimental to the shareholders of the Company, the Committee unanimously recommends the Scheme for approval.

For and on behalf of the Committee oflndependent Directors of Mangalore Chemicals & Fertilizers Limited

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Marco Wadia

Independent Director DIN: 00244357 Date: February 07, 2024

Place: Mumbai

f�egistered Office: UB Tower, Level 11, UB City, 24, Vittal Mallya Road, Bengaluru - 560 001, India. Tel: +91804585 5575/68 Fax: +91 804585 5588 E-mail: [email protected] Website: www.mangalorechemicals.com

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Corporate Identity Number: L24123KA 1966PLC002036

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Mangalore Chemicals & Fertilizers Limited

REPORT OF THE COMMITTEE OF INDEPENDENT DIRECTORS OF MANGALORE CHEMICALS & FERTILIZERS LIMITED RECOMMENDING THE DRAFT MODIFIED COMPOSITE SCHEME OF ARRANGEMENT AMONGST PARADEEP PHOSPHATES LIMITED, MANGALORE CHEMICALS & FERTILIZERS LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

This Repo1t is prepared, considered and approved by the Committee of Independent Directors ("Committee") of Mangalore Chemicals & Fertilizers Limited (the "Company") pursuant to its meeting held on November 25, 2024, where the following independent directors were present:

Present:

Mr. D A Prasanna
Mr. Marco Wadia
Mrs. Kiran Dhingra

Chairman: The Committee unanimously elected Mr. Marco Wadi a, as the chairman of this meeting.

1. Background

1.1. The board of directors of the Company ("Board") in its meeting held on 07[th ] February 2024 approved the draft composite scheme of arrangement by and amongst Paradeep Phosphates Limited ("Transferee Company"), the Company and their respective shareholders and creditors ("Original Scheme"), inter alia based on the recommendation of this Committee, subject to receiving the approvals from the relevant regulatory and statutory authority(ies).
1.2. Fuither, the Competition Commission oflndia vide its letter dated 30[th ] July 2024 has approved the transactions contemplated under the Original Scheme.
1.3. The BSE Limited and the National Stock Exchange of India Limited vide its letter dated 02[nd ] September 2024 and 11[th ] September 2024 respectively ("Stock Exchanges Letters"), have returned the Original Scheme based on the observations made by the Securities and Exchange Board of India ("SEBI"). In view of such observations made by SEBI, the Original Scheme is required to be modified.
I .4. In continuation of the meeting of this Committee held on 07[th ] February 2024, the modifications to be made to the Original Scheme based on the observations made by SEBI (such limited "Modified
modification in continuation of the Original Scheme is hereinafter referred to as the Scheme") and the latest valuation report dated November 25, 2024 ("Valuation Report"), both such documents being jointly issued by SSPA & Co Chartered Accountants (IBBI Registration No. IBBJ/RV-E/06/2020/126) and Pawan Shivkumar Poddar (IBBI Registration No. IBBI/RV /06/2019/124 75), registered valuers appointed by the Committee ( collectively, the "Joint Valuers") and the fairness opinion dated November 25, 2024 issued by Fedex Securities Private Limited, SEBI registered merchant banker with registration number INM000010163 providing its opinion on the fairness of the share exchange ratio proposed in the Valuation Report ("Fairness Opinion"), the Committee is required to provide a report recommending the Modified Scheme.

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V1ilal Mally,1 i<oacJ, Be11g,1luru - ')()0 001, India. [-1r1 ,1 i I sl1,11es. rn cf l(iyacJven tz. corn

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Annexure-12.1

BS R & Co. LLP

Chartered Accountants

BS R&Co. LLP Telephone: +91 33 4035 4200 Godrej Waterside, Unit No. 603 Fax: +91 33 4035 4295 6th Floor, Tower 1, Plot No 5, Block - DP Sector V, Salt Lake, Kolkata - 700091

Private and confidential

The Board of Directors Paradeep Phosphates Limited Bayan Bhawan Pandit Jawaharlal Nehru Marg Bhubaneswar- 751001 Odisha, India

Independent Auditor's Certificate on the proposed accounting treatment contained in the Draft Scheme of Amalgamation of Paradeep Phosphates Limited and Mangalore Chemicals and Fertilizers Limited and their respective shareholders

This Certificate is issued in accordance with the terms of our engagement letter dated 2 November 2022 and addendum to the engagement letter dated 5 February 2024.
We, B S R & Co. LLP, Chartered Accountants (Firm Registration Number- 101248W/W- 100022), the statutory auditors of Paradeep Phosphates Limited ("the Company" or "the Transferee Company"), have been requested by the Board of Directors of the Company to issue a certificate in relation to the proposed Scheme of Arrangement between the Company and of Mangalore Chemicals and Fertilizers Limited ("the Transferor Company" or "MCFL") and their respective shareholders and creditors with the Company ("Proposed Scheme"), and extract of which is reproduced under Annexure 1 to this certificate, in terms of the provisions of Sections 230 to 232 of the Companies Act, 2013 ('the Act") and rules made thereunder, with reference to its compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and circulars issued thereunder ("SEBI regulations") and applicable Indian Accounting Standards ("Ind AS") specified under Section 133 of the Act and other generally accepted accounting principles in India.
The Proposed Scheme is approved by the Board of Directors of the Company and Transferor Company on 7 February 2024 and is subject to approval of the respective Shareholders, the National Company Law Tribunal ("NCL T") and Statutory and Regulatory Authorities, as applicable. The appointed date for the purpose of this Proposed Scheme is 01 April 2024.

Management's Responsibility

The preparation of the Proposed Scheme and its compliance with the relevant provision of the Act, SEBI regulations, laws and regulations, including the applicable Ind AS read with the Rules made, issued thereunder and the Generally Accepted Accounting Principles in India is the responsibility of the Board of Directors of the Companies involved, including the preparation and maintenance of all accounting and other relevant supporting records and documents.

I.,

This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the Proposed Scheme and applying an appropriate basis of preparation, and making estimates that are reasonable in the circumstances.

I'[' ] I ! I

1 1 ( '(/ i_ Cl;�l'(a.t:fmited Llabilily PartnGIShip with LLP Rogfstrnlion No. AAB-8181) with effect from October 14, 2013

. ' 1, .• _ t,s Ra Co. (a parll1ershlp finn with Reglslrallon No, BA61223) converted into BS R & Co. LLP

Registered Office: 14th Floor, Central B Wing and North C Wing. Nesco IT Park 4, Nesco Center, Western Express Highway, Goregaon (East), Mumbai - 400063

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BS R & Co. LLP

The Company's management is also responsible for ensuring that the Company complies with the requirements of the Act and SEBI regulations, and providing all relevant information with respect to the Proposed Scheme to the NCL T.

Auditors' Responsibility

Pursuant to the requirements of provisions of Section 232 of the Act and SEBI regulations, our responsibility is only to provide a reasonable assurance on whether the proposed accounting treatment as specified in Clause 36 of Section D of Part II of the Proposed Scheme, the extract of which reproduced as Annexure I to this Certificate, is in conformity with SEBI regulations and Ind AS specified under section 133 of the Act read with the rules issued thereunder and other generally accepted accounting principles in India.
We conducted our examination of the proposed accounting treatment referred to Clause 36 of Section D of Part II of the Proposed Scheme and the extract of which is reproduced under Annexure I to this certificate in accordance with the Guidance Note on Reports or Certificates for Special Purposes ("the Guidance Note") issued by the Institute of Chartered Accountants of India ("ICAI"). The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.
We have performed the following procedures:
Review of the proposed accounting treatment as contained in the Annexure 1 to this certificate to ensure it is in accordance with applicable Ind AS specified under section 133 of the Act read with the rules issued thereunder and other generally accepted accounting principles in India as required as per the proviso to Section 230(7) and Section 232(3) of the Act; and
Making suitable inquires and obtained relevant representations from the management of the Company.
We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

Opinion

As per Section 232(6) of the Act, the Proposed Scheme has to provide for the appointed date from which the Proposed Scheme shall be deemed to be effective. The Company has accordingly proposed the appointed date as 01 April 2024. The appointed date may be different from the acquisition date as per Ind AS 103. Ifapproved by the NCLT, the appointed date shall be deemed to be the 'acquisition date' for the purpose of accounting for the amalgamation of MCFL by the Company.
Based on our examination and according to the information and explanations provided to us and appropriate representations given to us, the proposed accounting treatment specified in Clause 36 of Section D of Part II of the Proposed Scheme and the extract of which is reproduced in Annexure I to this Certificate, initialled and stamped by us for the purpose of identification only, is in conformity with SEBI regulations and applicable Ind AS prescribed under Section 133 of the Act and other generally accepted accounting principles in India.

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BS R & Co. LLP

Restriction on use

This certificate is issued at the request of the Board of Directors of the Company solely for the purpose of onward submission to the NCLT, BSE Limited and National Stock Exchange oflndia Limited and any other regulatory authority in relation to the Proposed Scheme pursuant to the requirements of SEBI regulations and sections 230 to 232 of the Act read with relevant rules issued thereunder. Our certificate should not be used by any other person or for any other purpose. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this certificate is shown or into whose hands it may come without our prior consent in writing.

Place: Kolkata Date: 7 February 2024

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Ch!(rtered Accountants
Firm's egistration No: 101248W/W-100022
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Annexure 1

Relevant extract on Accounting Treatment as per Clause 36 of Section D of Part II of the Draft Scheme of Amalgamation between Paradeep Phosphates Limited ("Transferee Company'') and Mangalore Chemicals and Fertilizers Limited ("Transferor Company") and their respective shareholders

SECTION D: ACCOUNTING TREATMENT

36. Notwithstanding anything to the contrary contained in the Scheme, pursuant to Part II of the Scheme coming into effect on the Effective Date 2 and with effect from the Ap ointed Date 2, the Transfere Company shall account for the amalgamation of the Transferor Company with the Transferee Company in its books of account as per the acquisition method in accordance with accounting principles as laid down in the Indian Accounting Standard 103 (Business Combinations), notified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and relevant clarifications issued by the Institute of Chartered Accountants of India.

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----- Start of picture text -----

For Paradeep Phosphates Limited
�r
Chief Financial Officer
Place: Bengaluru
7 February 2024
FOR IDENTIFICATION
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D ACCOUNTANTS
Certified True Copy
For Paradeep Phosphates limitE;.
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Company Secretar'/
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PARADEEP PHOSPHATES LIMITED

CIN No.: L241290R1981PLC001020 Corporate Office: Adventz Center, 3'd Floor, No.28, Union Street, Off Cubbon Road, Bengaluru - 560 001 Tel: +91 80 46812500/555 • Email: [email protected]

Registered Office: Bayan Bhawan, Pandit J N Marg, Bhubaneswar - 751 001 Tel: +0674 666 6100 • Fax: +0674 2392631

www.paradeepphosp�ates.com

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Annexure-12.2

PKF SRIDHAR & SANTHANAM UP

Chartered Accountants

To, The Board of Directors, Mangalore Chemicals & Fertilizers Limited

Introduction

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We, the Statutory auditors of Mangalore Chemicals & Fertilizers Limited (herein after referred as "the company"), have examined Section C and D of the draft Scheme of Arrangement of Mangalore Chemicals & Fertilizers Limited ('Transferor Company") with Paradeep Phospates Limited ("Transferee Company) and their respective shareholders and creditors ("the Scheme") under provisions of SEBI Circular, Section 230 to 232 and other applicable provisions of the Companies Act 2013 ("the Act" and Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 ("the Rules") with reference to its compliance with the applicable Indian Accounting Standards notified under section 133 of the Act and Other Generally Accepted Accounting Principles.

Management's Responsibility

The responsibility for the preparation of the Draft Scheme and its compliance with the relevant laws and Regulations, including the applicable Indian Accounting Standards as aforesaid, Is that of the Board of Directors of the Companies involved. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation of draft scheme and applying an appropriate basis of preparation and making estimates that are reasonable in the circumstances.

The management is also responsible for ensuring that the Company complies with the requirements of the Act and the rules, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the SEBI circular, and the applicable accounting standards, in relation to the Draft Scheme, and for providing all relevant information to the relevant National company Law Tribunal, the SEBI, and the BSE Limited, and the National Stock Exchange of India Limited (hereinafter referred to as 'the stock exchanges')

Auditor's Responsibility

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Our responsibility is only to examine and report whether the Draft Scheme complies with the applicable Indian Accounting Standards and Other Generally Accepted Accounting Principles. Nothing contained in this Certificate, nor anything said or done in the course of, or in connection with the services that are subject to this Certificate, will extend any duty of care that we may have in our capacity of the Statutory Auditors of any financial statements of the Company.

We conducted our examination in accordance with the Guidance Note on Reports or Certificates for Special Purposes issued by the Institute of Chartered Accountants of India to the extent applicable. The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the Institute of Chartered Accountants of India.

We hereby confirm that while providing this certificate we have complied with the Standard on Quality Control (SQC) 1, Quality Control for Firms that perform audits and reviews of historical financial information, and other assurance and related services engagements, issued by the Institute of Chartere untants of India.

Tel +91 80 25590553 / 41307244 / 41317244 • Fax +918025590553 • www.pkfindia.in

PKF SRIDHAR & SANTHANAM LLP • TB & T9 Gem Plaza • 3rd Floor • 66 Infantry Road • Bangalore , 560 001 • India REGISTRATION NO. WITH ICAI IS 003990S/S200018

A-288

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Conclusion

Based on our examination and according to the information and explanations given to us, along with the representations provided to us by the management, the Company shall be amalgamated with Paradeep Phospates Limited with effect from the appointed date and shall stand dissolved without the process of winding up in terms of Section C and D of the Scheme. Accordingly, we understand that no accounting treatment shall be required in the books of accounts of the Company pursuant to the Scheme becoming effective.

Restriction to Use

Our obligation in respect of this review report are entirely separate from, and our responsibility and liability is in no way changed by any other role we may have (or may have had) as auditor of the company or otherwise. Nothing in this review report, nor anything said or done in the course of or in connection with the service that are the subject of this report, will extend any duty of care we may have in our capacity as auditor of the company.

This Certificate is issued at the request of the Mangalore Chemicals & Fertilizers Limited pursuant to the requirements of circulars issued under SEBI (listing Obligations and Disclosure Requirements) Regulations, 2015 for onward submission to the stock exchanges. This Certificate should not be used for any other purpose without our prior written consent.

For PKF Sridhar & Santhanam LLP Chartered Accountants

Firm Registration No. 003990S/S200018

Seethalakshmi M

Partner Membership No. 208545 U DIN: 2.J.fl--0 gs-4._s-t3 � � L-, N. 'Hr:1---�

Place: Bangalore Date: 7th Feb 2024

A-289

Annexure-13

SSE The Power of Vibrance

DCS/AMAL/TS/R37/3547/2024-25

February 27, 2025

To,

The Company Secretary, Paradeep Phosphates Limited Orissa State Handloom Weavers Co-Operative Building, 5th floor, Pandit J. N Marg, Bhubaneswar, Orissa, 751001

The Company Secretary, Mangalore Chemicals & Fertilizers Limited Level 11, UB Tower, UB City, No. 24, Vittal Mallya Road, Bengaluru, Karnataka, 560001

Sub: Observation letter regarding the Composite Scheme of Arrangement amongst Mangalore Chemicals & Fertilizers Limited ("Transferor Company") and Paradeep Phosphates Limited ("Transferee Company")

We refer to the Composite Scheme of Arrangement amongst Mangalore Chemicals & Fertilizers Limited ("Transferor Company") and Paradeep Phosphates Limited ("Transferee Company") and its respective shareholders and creditors filed with the Exchange under Regulation 37 of SEBI LODR Regulations, 2015, read with SEBI Master circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, and Reg. 94(2) of SEBI LODR Regulations, 2015.

In this regard, SEBI vide its Letter dated February 27, 2025, has inter alia given the following comment(s) on the said Scheme of Arrangement:

A. "The Entity shall disclose all details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon'ble NCL T and shareholders, while seeking approval of the scheme."
B. "The Entity is advised that, the additional information, if any, submitted by the Company after filing the scheme with the stock exchange, from the date of receipt of this letter, is displayed on the websites of the listed company and the stock exchanges."
C. "The Entity shall ensure compliance with the SEBI circulars issued from time to time."
D. "The entities involved in the Scheme shall duly comply with various provisions of the Circular and ensure that all the liabilities of Transferor Company are transferred to the Transferee Company. "
E. "The Entity is advised that the information pertaining to all the Unlisted Companies involved, if any, in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval."
F. "The Entity shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old. "
G. "The Entity is advised that the details of the proposed scheme under consideration as provided by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the Shareholders."

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Registered Office: BSE Limited, Floor 25, P J Towers, Dalal Street, Mumbai - 400 001, India. T: +91 22 2272 1234/33 I E: [email protected] www.bseindia.com I Corporate Identity Number : L67120MH2005PLC155188 A-290

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A-291

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A-292

Annexure-14

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Ref: NSE/LIST/45468/45469

February 28, 2025

The Company Secretary Mangalore Chemicals & Fertilizers Limited

The Company Secretary Paradeep Phosphates Limited

Kind Attn.: Mr. Vighneshwar G Bhat

Kind Attn.: Mr. Sachin Patil

Dear Sirs,

Sub: Observation Letter for draft composite scheme of arrangement between Mangalore Chemicals & Fertilizers Limited (“Transferor Company”) and Paradeep Phosphates Limited (“Transferee Company”) and their respective shareholders and creditors under sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

We are in receipt for captioned draft composite scheme of arrangement filed by Mangalore Chemicals & Fertilizers Limited and Paradeep Phosphates Limited.

Based on our letter reference no. NSE/LIST/45468/45469 dated January 14, 2025, submitted to SEBI pursuant to SEBI Master Circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 for comments on the draft Scheme of Arrangement. SEBI vide its letter dated February 27, 2025, has inter alia given the following comment(s) on the draft scheme of arrangement:

a) The Company shall ensure to disclose all details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Company, its promoters, and directors, before Hon'ble NCLT and shareholders, while seeking approval of the Scheme.
b) The Company shall ensure that additional information, if any, submitted by the Company after filing the Scheme with the Stock Exchanges, from the date of receipt of this letter, is displayed on the websites of the listed company and the Stock Exchanges.
c) The Company shall ensure compliance with the SEBI Circular issued from time to time.
d) The Companies involved in the Scheme shall duly comply with various provisions of the SEBI Master Circular and ensure that all the liabilities of Transferor Company are transferred to the Transferee Company.
e) The Company shall ensure that information pertaining to all the Unlisted Companies involved, if any, in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval.
f) The Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old.

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g) The Company shall ensure that the details of proposed scheme under consideration as provided by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the shareholders.

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A-293

Continuation Sheet

h) The Companies shall ensure that the following as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the Company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act 2013:
i. Details of (Pre & Post Scheme) Assets and Liabilities of Paradeep & Mangalore, as applicable.
ii. Valuation methods, rationale and assumptions considered for arriving at the share exchange ratio.
iii. Rationale & synergies of the scheme and its impact on the public shareholders.
iv. Impact, if any, of the liabilities of Mangalore on the business of Paradeep post scheme of arrangement.
v. Details of complaints received, if any, along with response of the company for resolution of complaints.
vi. The proposal of scheme of arrangement shall be considered as approved only if the vote cast by public shareholders in favour of the proposal is more than the number of votes cast by public shareholders against it.
i) The Company shall ensure that the proposed equity shares, if any, to be issued in terms of the “Scheme” shall mandatorily be in demat form only.
j) The Company shall ensure that the “Scheme” shall be acted upon subject to the Company complying with the relevant clauses mentioned in the scheme document.
k) The Company shall ensure that no changes to the draft scheme except those mandated by the regulators/authorities/ tribunals shall be made without specific written consent of SEBI.
l) The Company shall ensure that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before NCLT and the Company is obliged to bring the observations to the notice of NCLT.
m) The Company shall ensure to comply with all the applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder, including obtaining the consent from the creditors for the proposed scheme.
n) It is to be noted that the petitions are filed by the Company before NCLT after processing and communication of comments/observations on draft scheme by SEBl /stock exchange. Hence, the Company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations / representations.

It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBl/ Stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to National Stock Exchange of India Limited again for its comments/observations/representations.

SIGN

Please note that the submission of documents/information, in accordance with the Circular to SEBI and National Stock Exchange of India Limited (NSE), should not in any way be deemed or construed that

A-294

Continuation Sheet

the same has been cleared or approved by SEBI and NSE. SEBI and NSE does not take any responsibility either for the financial soundness of any scheme or for the correctness of the statements made or opinions expressed in the documents submitted.

Based on the draft scheme and other documents submitted by the Company, including undertaking given in terms of Regulation 11 of SEBI (LODR) Regulations, 2015, we hereby convey our “No objection” in terms of Regulation 37 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

The Listed entity involved in the proposed Scheme shall disclose the No-Objection Letter of the Stock Exchange(s) on its website within 24 hours of receiving the same.

However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines/ Regulations issued by statutory authorities.

The validity of this “Observation Letter” shall be six months from February 28, 2025, within which the Scheme shall be submitted to NCLT.

Kindly note, this Exchange letter should not be construed as approval under any other Act /Regulation/rule/bye laws (except as referred above) for which the Company may be required to obtain approval from other department(s) of the Exchange. The Company is requested to separately take up matter with the concerned departments for approval, if any.

The Company shall ensure filing of compliance status report stating the compliance with each point of Observation Letter on draft scheme of arrangement on the following path: NEAPS > Issue > Scheme of arrangement > Reg 37 of SEBI LODR, 2015> Seeking Observation letter to Compliance Status.

Yours faithfully,

For National Stock Exchange of India Limited

Saili Kamble Manager

URL:https://www.nseindia.com/companies-listing/raising-capital-further-issues-main-sme-checklist

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A-295

Annexure-15

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Details of ongoing adjudication and recovery proceedings, prosecutions initiated, and all other enforcement actions taken, if any, against the Transferee Company (Paradeep Phosphates Limited), its promoters and directors

To the best of our knowledge, there are no ongoing adjudication and recovery proceedings, prosecutions initiated, or any other enforcement actions taken against the Transferee Company, its Promoters or Directors, which would have adverse impact on the Modified Scheme or its implementation.

For Paradeep Phosphates Limited

Sachin Shankar Patil

Company Secretary

Date: 3 [rd ] March, 2025

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PARADEEP PHOSPHATES LIMITED

CIN No.: L24129OR1981PLC001020

Corporate Office: Adventz Center, 3rd Floor, No. 28, Union Street, Off Cubbon Road, Bengaluru - 560 001 Tel: +91 80 46812500/555 • Email: [email protected]

Registered Office: Bayan Bhawan, Pandit J N Marg, Bhubaneswar - 751 001 Tel: +0674 666 6100 • Fax: +0674 2392631 www. paradeepphosphates.com

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A-296

Annexure-16.1

November 25, 2024

To,

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BSE limited

Floor 25, Phiroze Jeejeebhoy Towers, Dalal Street MUMBAI - 400 001

Dear Sir/Madam,

Company's Scrip Code in SSE : 543530 ISIN : INE088F01024

Ref: Application Number 196064 ("Application") under Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended ("SEBI LODR Regulations") for the draft composite scheme of arrangement amongst Mangalore Chemicals & Fertilizers Limited, Paradeep Phosphates Limited and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

Sub: Complaints Report with respect to the Application made under Regulation 37 of the SEBI LODR Regulations read with SEBI Master Circular SEBI/HO/CFD/POD[-] 2/P/CIR/2023/93 dated June 20, 2023

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Part A
Sr. No. Particulars Number
1. Number of complaints received directly -
2. Number of complaints forwarded by Stock Exchanges/ SEBI -
3. Total Number of complaints/comments received (1+2) -
-
Number of complaints resolved
5. Number of complaints pending -
Part B
Sr. No. Name of complainant Date of complaint Status
1. - - -
2. - - -
4.
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The report of complaints as mentioned above is for the period from 05.03.2024 to 24.11.2024

Yours sincerely, For and on behalf of Paradeep Phosphates Limited

h�[JtD ] Sachin Patil Company Secretary Membership No.: ACS31286 Place: Bangalore

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PARADEEP PHOSHATES LIMITED

CIN No.: L24129OR1981PLC001020

Corporate Office: Adventz Center, 3rd Floor, No. 28, Union Street, Off Cubbon Road, Bengaluru - 560 001 Tel: +91 80 46812500/555 • Email: [email protected]

Registered Office: Bayan Bhawan, Pandit J N Marg, Bhubaneswar - 751 001 Tel: +0674 666 6100 • Fax: +0674 2392631

www. paradeepphosphates.com

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A-297

Annexure-16.2

November 25, 2024

To, Manager- Listing Compliance National Stock Exchange of India Limited ‘Exchange Plaza’, C-1, Block G, Bandra Kurla Complex Bandra (E), Mumbai – 400 051

Dear Sir/Madam,

Company's Symbol in NSE : PARADEEP ISIN : INE088F01024

Ref: Application Number 40289 (“Application”) under Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (“SEBI LODR Regulations”) for the draft composite scheme of arrangement amongst Mangalore Chemicals & Fertilizers Limited, Paradeep Phosphates Limited and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

Sub: Complaints Report with respect to the Application made under Regulation 37 of the SEBI LODR Regulations read with SEBI Master Circular SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023

Part A

	Part A
Sr. No.	Particulars	Number
1.	Number of complaints received directly	-
2.	Number of complaints forwarded by Stock Exchanges/ SEBI	-
3.	Total Number of complaints/comments received (1+2)	-
4.	Number of complaints resolved	-
5.	Number of complaints pending	-

PARADEEP PHOSPHATES LIMITED

CIN No.: L24129OR1981PLC001020

Corporate Office : Adventz Center, 3[rd] Floor, No. 28, Union Street, Off Cubbon Road, Bengaluru560001 Tel : + 91 80 46812500/555 Email : [email protected] Registered office : Bayan Bhawan, Pandit J N Marg, Bhubaneswar - 751001 Tel: +0674 666 6100 Fax: +0674 2392631 A-298 www.paradeepphosphates.com

Part B

Sr. No.	Name	of	complainant	Date	of	complaint	Status
1.			-			-	-
2.			-			-	-

The report of complaints as mentioned above is for the period from 05.03.2024 to 24.11.2024

Yours sincerely,

Membership No.: ACS31286 Place: Bangalore

PARADEEP PHOSPHATES LIMITED

CIN No.: L24129OR1981PLC001020

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A-300

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A-301

Annexure-17

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Details of Assets, Liabilities, Revenue & Net \Orth of Parndeep Phosphates Limited ( .. PPL" or the or the

"Transferee Company") and Mangalore Chemicals & Fertilizers Limited ("MCFL" "Tran feror Company") as per the standalone financial statements of the Tr.tnsferor Companv and Transferee Com pan, a. on eptember 30, 2023

S. No.	Pariculars		(All amounts are in INR Crres} Pre-Merer Post-	(All amounts are in INR Crres} Pre-Merer Post-	(All amounts are in INR Crres} Pre-Merer Post-	(All amounts are in INR Crres} Pre-Merer Post-	(All amounts are in INR Crres} Pre-Merer Post-
						Mereer
			MCFL	PPL		PPL
A.	ASSETS
	Non-current assets
	Property. plant and equipment		1.032.87	3,211.11		4.243.98
	Right-of-use assets Capilal Work in ProIe Godwill		16.04 56.10 -	15.42 436.72 58.07		31.46 492.82 58.07
	Intangible assets		1.00	1.94		2.94
	Investments in assoiate		-	3.66		3.66
	Financial assets		6.07	-		6.07
	Other income tax assets (net) Other non-curent assets (including god,-ill arsing on mer�er) (see .VoceI) Total non-current assets		1.44 11.82 1, l25.3-	54.96 55.58 3,837.46	I I	56.40 871.50 5,766.90
	Current assets
	Inventores		151.14	1.925.58		2,076.72
	Financialassets
	(i) Investments (ii) Trace receivables	I	0.00 184.62	- 2.642.20		0.00 2.826.82
	(iii) Cash and cash equivalents (iv)Other bank balances (v)Other fnancial assets Other current a ets Assets classifed as held fr sale		898.28 60.27 56.62 141.91 -	235.28 9.98 303.83 590.01 0.23		I, 133.56 151.25 360A5 731.92 0.23
			1,492.85	5,788.11		7.280.96
	TOTAL ASSETS		2,618.19	9,625.57		13,047.86
8.	IEQUITY AND LlABlLlTIES
	Shareholder' funds Equit share capital_(Face ,·alue of I 10)_		118.55	814.74		1.036.34
	Other equity		783.63	2.621.46		4, I 06.15
	Total shareholders' funds		902.18	3,436.20		5.142.48
	Liabilities						I
DEEP PHOSPHATES LIMITED �•:.Od.� -��-- 1, "I .: L24129OR1981PLC001020 / c ate Office:Adventz Center,3"Floor, No.28. Union Street, Off Cubbon Road,Bengaluru- 5600@ 80 46812500/555•Email: [email protected] ,co.� --C1 . '

PAR ADEEP PHOSPHATES LIMITED

CIN N o.: L24129OR1981PLC001020 Cor[p ] orate Office: Adventz Center, 3["' ] Floor, No.28. Union Street, Off Cubbon Road, Bengaluru - 560 0@1. Te!:+ 9180 46812500/555 • Email: [email protected] co.

Registered Office: Ba[y] an Bhawan, Pandit J N Marg, Bhubaneswar - 751 001 Tel: +0674 666 6100 • Fax: +0674 2392631

www.paradeepphos[p] hates.com

A-302

• • I.� I

S. No.	Particular	PreMerer	PreMerer	Post I
				Mer2er
		MCFL	PPL	PPL
	Non-current liabilities Financial liabilities
	(i) Borrowings	327.76	595.53	923.30
	(ii)Lease liabilities	17.94	15.61	33.55
	(iii) Others financial liabilities	-	0.02	0.02
	Provisions	11.65	24.38	36.03
	Deferred tax liabilities(net)	95.02	99.40	!9-t42
	Total non-current liabilities	452.37	73�.94	1,187.31
	Current liabilities
	Financial liabilities (i) Borowings	633.04I3.289.63		3.922.67
	(ii) Lease liabilities	0.53	0.83	136
	(iii)Trade pa1ables a)tot.l outstanding dues of micro enterprises and small enterprises b)total outstanding dus of creditors other than micro enterrises and small enterrise	I17.31 312.07	11.78 1,676.12	29.09 1,988.19
	(iv) Other financial liabilities	253.77	271.40	525.17
	Olher current liabilities	17.62	130.35	147.97
	IProvisions Current lax liabilities{net) Total currentliabilities	11.89 17.41 1.63.6.	74.09 0.23 5,45..43	85.98 17.64 6,718.07
	TOT AL LIABILIT1£S TOTAL EQUTY&LIABILITIES	1,716.01 2,618.19	6,189.37 9,625.57	7,905.38 13,047.86
C.	REVENUE
	Revenue fom oorations	2.368.44	6.737.35	9.105.79
	Other Income	17.82	30.17	47.99
	Total revenue	2.386.26	6,767.52	9,153.78
D.	NET WORTH
	Networh 1	I902.18*	3,436.20	5,142.48*

1 For the purpose of calculauon of net wonh. ·'nel worth" means the aggregate value of the: paid-up share capital and all reserves created out of the: profit:., securities premium account and debit or credit balance of profit and loss account after deducting the aggregate value of the accumulated los!>e!>, deferred e,'<penditure and miscellaneous expenditure not wrinen off, as per the unaudited limited review balance sheet as on September 30, 2023.

C ��OS �!RN��G��2:��;:i��1��MITED 6' Corporate Office: Adventz Center, 3'� Floor, No.28, Union Street, Off Cubbon Road, Bengaluru - 560 001 N Tel: +91 80 46812500/555 • Email: info-ppl[@] adventz.com

Registered Office: Bayan Bhawan, Pandit J N Marg. Bhubaneswar • 751 001 Tel: +0674 666 6100 • Fax: +0674 2392631

www.paradeepphosphales.com

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A-303

*This includes fNR 57.48 crores as at September 30. 2023, relating to revaluation of property, plant W.. equipment

..,.

Note 1: As per the applicable accounting standard, PPL is required 10 measure the assets acquired and the liabilities assumed at their acquisition-date fair values. The excess of the merger consideration over the net a ets acquired would be recognized as g[o] odwill as per the applicable accounting standard. Hence, the above financial details are indicative in nature.

)/'[Q][s][-�] u[• ] 5"1.r .. C01[,... , ] -etary �s- 312. '96 For Paradenp Pti ,,., tiates Limited

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PARADEEP PHOSPHATES LIMITED

CIN No.: L24129OR1981PLC001020

Corporate Office: Adventz Center, 3[1<1 ] Floor. No.28, Union Street, Off Cubbon Road, Bengaluru - 560 001 Tel: +91 80 46812500/555 • Email: [email protected] c .•.•• ,, II"_)

c .•.•• ,, II") "" _Bj "

Registered Office: Bayan Bhawan, Pandit J N Marg, Bhubaneswar 751 001 Tel: +0674 666 6100 • Fax: +0674 2392631

www.paradeepphosphates.com

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A-304

Annexure-18

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CERTIFIED TRUE COPY OF THE RESOLUTIONS PASSED BY THE BOARD OF DIRE OF PARADEEP PHOSPHATES LIMITED (THE "COMPANY") AT ITS MEETING HELD ON WEDNESDAY, 7[TH ] FEBRUARY, 2024 AT 5:30 P.M.

TO APPROVE THE COMPOSITE SCHEME OF ARRANGEMENT INTER ALIA INVOLVING THE AMALGAMATION OF MANGALORE CHEMICALS & FERTILIZERS LIMITED WITH AND INTO THE COMP ANY

A. Execution of the Merger Cooperation Agreement

"RESOLVED THAT Mr. N. Suresh Krishnan - Managing Director, Mr. Rajeev Nambiar - President & COO, Mr. Bijoy Kumar Biswal - CFO, Mr. Alok Saxena - Head of Corporate Finance and Mr. Sachin Patil - Company Secretary, be and are hereby severally authorised to discuss, negotiate, approve, finalize and to sign and execute the merger cooperation agreement to be entered into between the Company and Mangalore Chemicals & Fertilizers Limited ("Merger Cooperation Agreement"), for and on behalf of the Company;

RESOLVED FURTHER THAT - the Board of director of the Company hereby authorizes the setting up ---· - -·· of a committee comprising Mr. N. Suresh Krishnan - Managing Director, Mr. Soual Mohamed - Director Mr. Dipankar Chatterji-Independent Director (the "Merger Implementation Committee), and authorizes the Merger Implementation Committee to: (i) do any material acts, matters, deeds and things in connection with or incidental to the Merger Cooperation Agreement (including preparing, negotiating, finalizing and si gning any amendment(s) or modification(s) or variation(s) to the Merger Cooperation Agreement) and provide any consents required to be provided by the Company in terms of the Merger Cooperation Agreement and the finalization of any document(s), agreement(s) and instrument(s) that are required to be in a form agreed between the Company and Mangalore Chemicals & Fertilizers Limited; and (ii) discuss, negotiate, a rove, finalize and to sign and execute any ancillary document(s), letter(s), notice(s) and/or instrument(s) to be executed by the Company in relation to the Merger Cooperation Agreement (each, an "Ancillary Document"), including any modification(s), amendment(s) or alteration(s) thereto, in each case, for and on behalf of the Company; and (iii) to do all acts, matters, deeds and things in connection therewith and incidental to or as may be required or desirable to undertake the transactions contemplated under the Merger Cooperation Agreement and/or any Ancillary Document including appointment and removal of members to the Integration Committee and constituting the 'Clean Team', and/or give effect to this resolution;

RESOLVED FURTHER THAT any of the directors on the board of directors of the Company or the Company Secretary of the Company be and are hereby severally authorized to issue/provide certified true copy(ies) of the aforementioned resolution(s) to any person(s) as may be required."

B. Approval of the Composite Scheme of Arrangement

"RESOLVED THAT pursuant to and in accordance with the: (i) provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Companies Act") read with the applicable rules framed thereunder; (ii) applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 read with the Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 issued by the Securities and Exchange Board of India ("SEBI" and such circular, the "Scheme Circular"); (iii) the enabling provisions of the Memorandum of Association and the Articles of Association of the Company; and (iv) any other rule(s), regulation(s), guideline(s), notification(s}, circular(s) and clarification(s) issued from time to time by the

PARADEEP PHOSPHATES LIMITED

CIN No.: L24129OR1981PLC001020

Corporate Office: Adventz Center, 3[rd ] Floor, No.28, Union Street, Off Cubbon Road, Bengaluru - 560 001 Tel: +91 80 46812500/555 • Email: [email protected] \ A' Registered Office: Bayan Bhawan, Pandit J N Marg, Bhubaneswar - 751 001 /'

Registered Office: Bayan Bhawan, Pandit J N Marg, Bhubaneswar - 751 001 Tel: +0674 666 6100 • Fax: +0674 2392631

www.paradeepphosphates.com

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A-305

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Ministry of Corporate Affairs, the SEBI, the Competition Commission oflndia ("CCI"), the Reserve a oflndia and/or any other regulatory/ statutory authority, in each case, to the extent applicable and including any statutory modification( s) or re-enactment( s) or amendment( s) thereof for the time being in force, subject to the terms of the Merger Cooperation Agreement and subject to obtaining: (a) the approval of relevant jurisdictional National Company Law Tribunals ("NCLT"); (b) the approval of the respective shareholders and creditors ( as applicable) of the Company and Mangalore Chemicals & Fertilizers Limited ("Transferor Company"); (c) approval of the CCI; (d) receipt of the no-objection letters of the BSE Limited and the National Stock Exchange of India Limited (collectively, the "Stock Exchanges"); and (e) such other approval(s), consent(s), permission(s) and sanction(s) of any other regulatory/ statutory authority(ies), if required and to the extent applicable, and subject to such terms and conditions and modifications as may be prescribed by the NCLT and/or any other regulatory/ statutory authority(ies) while granting such approvals, consents, permissions and sanctions, which the board of directors of the Company ("Board", which expression shall be deemed to include the Merger Implementation Committee) is hereby authorised to accept, the consent of the Board be and is hereby accorded to the composite scheme of arrangement by and amongst the Company, the Transferor Company, and their respective shareholders and creditors, in relation to inter alia the amalgamation of the Transferor Company with and into the Company ("Scheme");

RESOLVED FURTHER THAT pursuant to the relevant provisions of the Companies Act, the Scheme Circular and other applicable law(s), the Board hereby approves and takes on record the following documents, which have been placed before the Board:

the draft Scheme;
the valuation report dated February 07,2024 issued jointly by SSPA & Co Chartered Accountants (IBBI Registration No. IBBI/RV-E/06/2020/126) and Pawan Shivkumar Poddar (IBBI Registration No. IBBI/RV/06/2019/12475), registered valuers appointed by the audit committee of the Board;
the fairness opinion dated February 07,2024 issued by Inga Ventures Private Ltd, SEBI registered merchant banker appointed by the Company;
the certificate dated February 07,2024 issued by B S R & Co. LLP the statutory auditors of the Company, certifying that the accounting treatment contained in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act and other applicable laws;
the report of the audit committee of the Board dated February 07,2024 recommending the Scheme for approval, prepared in conformity with the Scheme Circular;
the report of the committee of the independent directors dated February 07,2024 recommending the Scheme for approval, prepared in conformity with the Scheme Circular;
the report of the Board in terms of Section 232(2)( c) of the Companies Act; and
the detailed compliance report to be filed with the Stock Exchanges prepared in conformity with the Scheme Circular.

PARADEEP PHOSPHATES LIMITED

CIN No.: L24129OR1981PLC001020

Corporate Office: Adventz Center, 3[rd ] Floor, No.28, Union Street, Off Cubbon Road, Bengaluru - 560 001 Tel: +91 80 46812500/555 • Email: [email protected]

Registered Office: Bayan Bhawan, Pandit J N Marg, Bhubaneswar - 751 001 Tel: +0674 666 6100 • Fax: +0674 2392631

www.paradeepphosphates.com

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A-306

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RESOLVED FURTHER THAT the Board hereby, for the purpose of coordinating with the SEBI, in terms of the Scheme Circular, designates BSE Limited as the 'Designated Stock Exchange'; and

RESOLVED FURTHER THAT the Merger Implementation Committee be and is hereby authorised to take the following actions and decisions:

(a) making any alterations, changes, or modifications to the Scheme, as may be expedient or necessary;
(b) filing the Scheme and/ or any other information/ details/ documents (including any affidavits)/ instruments with the NCLT or any other body or regulatory authority or agency (including third parties) to obtain approval or sanction to any of the provisions of the Scheme or for giving effect thereto;
(c) withdrawing the Scheme in accordance with the Scheme and / or the Merger Cooperation Agreement; � _
(d) filing appropriate application(s), documents, petitions, filings, affidavits, letters or writings before the NCLT, or such other appropriate authorities seeking directions as to convening/ dispensing with the meeting of the shareholders / secured or unsecured creditors of the Company and, where necessary, to take steps to convene and hold such meetings as per the directions of the NCLT or such other appropriate authority;
(e) filing any affidavits, petitions, pleadings, applications, orders, forms or reports before the NCLT, Stock Exchanges, CCI or any statutory or regulatory authority including the Registrar of Companies, as may be necessary, in connection with the Scheme and/or in connection with the sanction thereof, and to do all such acts, deeds or things as may be deemed necessary or desirable in connection therewith or incidental thereto;
(f) signing all applications, affidavits, petitions, pleadings, documents, filings, letters or writings relating to the Scheme, and representing the Company before the NCLT, Stock Exchanges, CCI and any other regulatory authorities in relation to any matter pertaining to the Scheme or delegate such authority to any other person by a valid power of attorney;
(g) engaging, dismissing or changing counsels, advocates, solicitors, valuers and other professionals in connection with the Scheme;
(h) signing and executing the vakalatnama wherever necessary, and signing and issuing public advertisements and notices in connection with the Scheme;
(i) settling any question or difficulty that may arise with regard to the implementation of the above Scheme, and to give effect to the above resolution;
(j) obtaining approval from the NCLT, Stock Exchanges, CCI and such other authorities and persons including the shareholders, creditors and lenders as may be considered necessary, for the approval and sanction of the Scheme and in terms of the Merger Cooperation Agreement;
(k) incurring expenses as may be necessary to give effect to the Scheme, including payment of f s to attorneys, counsels and other expenses (such as stamp duty and other applicable taxes);

PARADEEP PHOSPHATES LIMITED

CIN No.: L24129OR1981PLC001020

Corporate Office: Adventz Center, 3rd Floor, No.28, Union Street, Off Cubbon Road, Bengaluru - 560 001 Tel: +91 80 46812500/555 • Email: [email protected]

Registered Office: Bayan Bhawan, Pandit J N Marg, Bhubaneswar - 751 001 Tel: +0674 666 6100 • Fax: +0674 2392631

www.paradeepphosphates.com

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A-307

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(I) doing all further acts, deeds, matters and things as may be necessary, proper or expedient effect to the actions set out above; and
(m) delegate all or any of the abovementioned powers to any other person.

RESOLVED FURTHER THAT any of the directors on the Board or the Company Secretary of the Company be and are hereby severally authorized to issue/provide certified true copy(ies) of the aforementioned resolution(s) to any person(s) as may be required."

For and on behalf of Paradeep Phosphates Limited

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PARADEEP PHOSPHATES LIMITED

CIN No.: L24129OR1981PLC001020

Corporate Office: Adventz Center, 3rd Floor, No. 28, Union Street, Off Cubbon Road, Bengaluru - 560 001 Tel: +91 80 46812500/555 • Email: [email protected]

Registered Office: Bayan Bhawan, Pandit J N Marg, Bhubaneswar - 751 001 Tel: +0674 666 6100 • Fax: +0674 2392631

www.paradeepphosphates.com

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A-308

MCF Mangalore Chemicals & Fertilizers Limited

THE EXTRACTS OF THE MINUTES OF 395[rH ] MEETING OF THE BOARD OF DIRECTORS OF MANGALORE CHEMICALS & FERTILIZERS LIMITED HELD ON WEDNESDAY, FEBRUARY 07, 2024 AT 5.30 PM THROUGH VIDEO CONFERENCING FACILITY AT THE ADVENTZ CENTRE, 28 UNION STREET, BANGALORE - 560001 AS SCHEDULED VENUE.

A. Execution of the Merger Cooperation Agreement

"RESOLVED THAT the board of directors of the Company ("Board") hereby approves the draft of the merger cooperation agreement to be entered into between the Company and Paradeep Phosphates Limited ("Merger Cooperation Agreement") and Mr. Nitin M Kantak, Whole-time Director, Mr. Muralidharan T M, Chief Financial Officer and Mr. Vighneshwar G Bhat, Company Secretary & Compliance Officer be and are hereby jointly and severally authorised to discuss, negotiate, approve, finalize and to sign and execute the Merger Cooperation Agreement and any ancillary document(s), letter(s), notice(s) and/or instrument(s) to be executed by the Company in relation to the Merger Cooperation Agreement (collectively, the "Transaction Documents"), for and on behalf of the Company (including any modifications, amendments and alterations to the Transaction Documents as they may deem fit), and to do all acts, matters, deeds and things in connection therewith and incidental thereto or all such acts, deeds, matters and things as may be required or desirable to undertake the transactions contemplated thereunder and/or give effect to this resolution;

RESOLVED FURTHER THAT any of the directors on the board of directors or Chief Financial Officer or the Company Secretary of the Company be and are hereby severally authorized to issue/provide certified true copy(ies) of the aforementioned resolution(s) to any person(s) as may be required."

B. Approval of the Composite Scheme of Arrangement

"RESOLVED THAT pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and any other rules, circulars and notifications made thereunder as may be applicable, the provisions of the Income Tax Act, 1961, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 issued by the Securities and Exchange Board of India ("SEBI" and such circular, the "Scheme Circular") and any other applicable laws, rules, circulars and regulations (including any statutory modification(s) or re-enactment thereof, for the time being in force), subject to the relevant provisions of the Memorandum of Association and Articles of Association of the Company, the approval of the relevant jurisdictional National Company Law Tribunals ("NCL T") and such other approval(s), permission(s) and sanction(s) of regulatory/ statutory authority(ies), as may be necessary, and subject to such condition(s) and modification(s) as may be prescribed or imposed by the NCL T or by any regulatory/ statutory authority(ies), while granting such consent(s), approval(s) and permission(s), which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the "Board", which term shall be deemed to mean and include one or more Committee(s) constituted/ to be constituted by the Board or any other person authorised by it to exercise its powers including the powers conferred by this resolution), the consent of the Board be and is hereby accorded to the composite scheme of arrangement by and amongst the Company, the Transferee Compan ___ and their respective shareholders and creditors, in relation to inter alia the amalgama i �P..LS � /:',. . the r-omoanv with and into the Transferee Company-; . -� � � � � 6ANGAL0RE u. � Website www mangalorechemicals.com . \ '? � Corporate Identity Number L24123KA 1966PLC002036 A-309 Registered Office trn To'Wer,level fl, Ulfe1ty, 24, Vitta Mallya Road, Bengaluru - 560 001, India. Tel +91804585 5575/68 Fax +91804585 5588 E-mail shares.mcfl@adventz com

MCF Mangalore Chemicals & Fertilizers Limited

RESOLVED FURTHER THAT pursuant to the relevant provisions of the Companies Act, 2013, the Scheme Circular and other applicable law(s), the Board hereby approves and takes on record the following documents, which have been placed before the Board:

the draft Scheme;
the valuation report dated February 07,2024 issued jointly by SSPA & Co Chartered Accountants (IBBI Registration No. IBBI/RV-E/06/2020/126) and Pawan Shivkumar Poddar (IBBI Registration No. IBBI/RV/06/2019/12475), registered valuers appointed by the audit committee of the Board;
the fairness opinion dated February 07, 2024 issued by Fedex Securities Private Limited, SEBI registered merchant banker appointed by the Company;
the certificate dated February 07, 2024 issued by PKF Sridhar & Santhanam LLP, the statutory auditors of the Company, certifying that the accounting treatment contained in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013 and other applicable laws;
the report of the audit committee of the Board dated February 07, 2024 recommending the Scheme for approval, prepared in conformity with the Scheme Circular;
the report of the committee of the independent directors dated February 07, 2024 recommending the Scheme for approval, prepared in conformity with the Scheme Circular; and
the report of the Board in terms of Section 232(2)(c) of the Companies Act, 2013;
the detailed compliance report to be filed with the Stock Exchanges prepared in conformity with the Scheme Circular.

RESOLVED FURTHER THAT the Board hereby, for the purpose of coordinating with the SEBI, in terms of the Scheme Circular, designate BSE Limited as the 'Designated Stock Exchange'; and

RESOLVED FURTHER THAT Mr. Nitin M Kantak, Whole-time Director, Mr. Muralidharan T M, Chief Financial Officer and Mr. Vighneshwar G Bhat, Company Secretary & Compliance Officer, be and are hereby jointly and severally authorised to take all actions and decide all matters relating to and/or incidental to the Scheme and/or necessary or desirable for giving effect to the Scheme, including but not limited to:

(a) making any alterations, changes, or modifications to the Scheme, as may be expedient or necessary;
(b) filing the Scheme and/ or any other information/ details/ documents (including any affidavits)/ instruments with the NCL Tor any other body or regulatory authority or agency (including third parties) to obtain approval or sanction to any of the provisions of the Scheme or for giving effect thereto;
(c) withdrawing the Scheme in accordance with the Scheme and / or the Merger Cooper Agreement;

Registered Office UB Tower, Level 11, UB City, 24, Vittal Mallya Road, Bengaluru - 560 001, India. Tel +91 80 4585 5575/68 Fax +91 80 4585 5588 E-mail shares mcfl@adventz com Website. www.mangalorechemicals.com

�

Corporate Identity Number. L24123KA 1966PLC002036 A-310

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----- Start of picture text -----

MCF
Mangalore Chemicals
----- End of picture text -----

& Fertilizers Limited

(d) filing appropriate application(s), documents, petitions, filings, affidavits, letters or writings before the NCL T, or such other appropriate authorities seeking directions as to convening/ dispensing with the meeting of the shareholders / secured or unsecured creditors of the Company and, where necessary, to take steps to convene and hold such meetings as per the directions of the NCL T or such other appropriate authority;
(e) filing any affidavits, petitions, pleadings, applications, orders, forms or reports before the NCL T, Stock Exchanges, CCI or any statutory or regulatory authority including the Registrar of Companies, as may be necessary, in connection with the Scheme and/or in connection with the sanction thereof, and to do all such acts, deeds or things as may be deemed necessary or desirable in connection therewith or incidental thereto;
(f) signing all applications, affidavits, petitions, pleadings, documents, filings, letters or writings relating to the Scheme, and represent the Company before the NCL T, Stock Exchanges, CCI and any other regulatory authorities in relation to any matter pertaining to the Scheme or delegate such authority to any other person by a valid power of attorney;
(g) engaging, dismissing or changing counsels, advocates, solicitors, valuers and other professionals in connection with the Scheme;
(h) signing and executing the vakalatnama wherever necessary, and signing and issuing public advertisements and notices in connection with the Scheme;
(i) settling any question or difficulty that may arise with regard to the implementation of the above Scheme, and to give effect to the above resolution;
U[)] obtaining approval from the NCL T, Stock Exchanges, CCI and such other authorities and parties including the shareholders, creditors and lenders as may be considered necessary, for the approval and sanction of the Scheme;
(k) incurring expenses as may be necessary to give effect to the Scheme, including payment of fees to attorneys, counsels and other expenses (such as stamp duty and other applicable taxes);
(I) doing all further acts, deeds, matters and things as may be necessary, proper or expedient to give effect to the Scheme and for matters connected therewith or incidental thereto; and
(m) delegate all or any of the abovementioned powers to any other person;

RESOLVED FURTHER THAT any of the directors on the Board or Chief Financial Officer or the Company Secretary of the Company be and are hereby severally authorized to issue/provide certified true copy(ies) of the aforementioned resolution(s) to any person(s) as may be required."

"CERTIFIED TRUE COPY"

For Mangalore Chemicals & Fertilizers Limited Vighne�� Company Secretary ACS: 16651

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Registered Office UB Tower, Level 11, UB City, 24, Vittal Mallya Road, Bengaluru 560 00 1, India. Tel +91804585 5575/68 Fax +91804585 5588 E-mail shares mcfl@adventz com Website www mangalorechemicals.com

A-311

Corporate Identity Number: L2412 3KA 1966PLC00 2 036

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CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE 211 [th ] MEETING OF THE BOARD OF DIRECTORS ("BOARD") OF PARADEEP PHOSPHATES LTD. ("COMPANY") HELD ON MONDAY, 25 [th ] NOVEMBER 2024 AT 03:30 PM THROUGH VIDEO CONFERENCING FACILITY AT THE ADVENTZ CENTRE, 28, UNION STREET, BANGALORE-560001, KARNATAKA, AS SCHEDULE VENUE.

To approve the draft modified composite scheme of arrangement inter alia involving the amalgamation of Mangalore Chemicals & Fertilizers Limited with and into the Company

"RESOLVED THAT in furtherance to and partial modification to the resolutions passed by the board of directors of the Company ("Board", which expression shall deemed to include the Merger Implementation Committee) at its meeting held on 07[th ] February 2024 for inter alia approving the composite scheme of arrangement by and amongst the Company, Mangalore Chemicals & Fertilizers Limited and their respective creditors and shareholders ("Original Scheme"), pursuant to and in accordance with: (i) the observations made by the Securities and Exchange Board of India ("SEBI") in respect of the Original Scheme as communicated to the Company by way of the letters dated 02[nd ] September 2024 and 11[th ] September 2024 issued by the BSE Limited and the National Stock Exchange of India Limited respectively (collectively, the "Stock Exchanges Letters"), (ii) provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Companies Act") read with the applicable rules framed thereunder, (iii) applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20[th ] June 2023 issued by SEBI (such circular, the "Scheme Circular"), (iv) the enabling provisions of the Memorandum of Association and Articles of Association of the Company, and (v) any other rule(s), regulation(s), guideline(s), notification(s), circular(s) and clarification(s) issued from time to time by the Ministry of Corporate Affairs, the SEBI, the Reserve Bank of India and/or any other regulatory/statutory authority, in each case, to the extent applicable and including any statutory modification(s) or re-enactment(s) or amendment(s) thereof for the time being in force, subject to the approval of the relevant jurisdictional National Company Law Tribunals ("NCL T") and such other approval(s), permission(s) and sanction(s) of regulatory/ statutory authority(ies), if required and to the extent applicable, and subject to such terms and conditions and modifications as may be prescribed by the NCL T or any regulatory/ statutory authority(ies), while granting such approvals, consents, permission and sanctions, which the Board is hereby authorised to accept, the consent of the Board be and is hereby accorded to the draft modified Original Scheme ("Modified Scheme"), a copy of which was placed before the Board with the relevant modifications;

PARADEEP PHOSHATES LIMITED

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CIN No.: L24129OR1981PLC001020

Corporate Office: Adventz Center, 3rd Floor, No. 28, Union Street, Off Cubbon Road, Bengaluru - 560 001 Tel: +91 80 46812500/555 • Email: [email protected]

Registered Office: Bayan Bhawan, Pandit J N Marg, Bhubaneswar - 751 001 Tel: +0674 666 6100 • Fax: +0674 2392631

www. paradeepphosphates.com

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A-312

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the draft Modified Scheme;
the valuation report dated November 25, 2024 jointly issued by SSPA & Co Chartered Accountants (1881 Registration No. IBBI/RV-E/06/2020/126) and Pawan Shivkumar Poddar (1881 Registration No. IBBI/RV /06/2019/124 75), registered valuers appointed by the audit committee of the Company ("Valuation Report");
the fairness opinion dated November 25, 2024 issued by Inga Ventures Private Limited, SEBI registered merchant banker with registration number INM000012698 providing its opinion on the fairness of the share exchange ratio proposed in the Valuation Report ("Fairness Opinion");
the report of the audit committee of the Board dated November 25, 2024 recommending the Modified Scheme for approval, prepared in conformity with the observations of SEBI communicated to the Company by way of the Stock Exchanges Letters; and
the report of the committee of the independent directors dated November 25, 2024 recommending the Modified Scheme for approval, prepared in conformity with the observations of SEBI communicated to the Company by way of the Stock Exchanges Letters.

RESOLVED FURTHER THAT except the amendments made to the Original Scheme in conformity with the observations of SEBI communicated to the Company by way of the Stock Exchanges Letters, all the other provisions of the Original Scheme shall remain unaltered and unchanged in the Modified Scheme;

RESOLVED FURTHER THAT the Modified Scheme does not have any impact on the other documents approved by the Board by way of the resolution passed at its meeting held on 07[th ] February 2024 - inter alia including the certificate dated 07[th ] February 2024 issued by B S R & Co. LLP, the statutory auditors of the Company certifying that the accounting treatment contained in the Original Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act and other applicable laws, and the approval of the Board for such documents, continue to subsist without any modification.

RESOLVED FURTHER THAT any of the directors on the Board or the Chief Financial Officer or the Company Secretary of the Company be and are hereby severally authorized to issue/provide certified true copy(ies) of the aforementioned resolution(s) to any person(s) as may be required."

� PARADEEP PHOSHATES LIMITED �hin Patil CIN No.: L24129OR1981PLC001020 ComP.any S8C!Jtary PiCS-jj'2...�o Tel: +91 80 46812500/555 • Email: [email protected] Corporate Office: Adventz Center, 3rd Floor, No. 28, Union Street, Off Cubbon Road, Bengaluru - 560 001

Registered Office: Bayan Bhawan, Pandit J N Marg, Bhubaneswar - 751 001 Tel: +0674 666 6100 • Fax: +0674 2392631

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A-313

www. paradeepphosphates.com

Mangalore Chemicals

& Fertilizers Limited

THE EXTRACTS OF THE MINUTES OF 400[th ] MEETING OF THE BOARD OF DIRECTORS OF MA NGA LORE CHEMICALS & FERTILIZERS LIMITED HELD ON MONDAY, NOVEMBER 25, 2024 AT 03.30 PM THROUGH VIDEO CONFERENCING FACILITY AT LEVEL-11, UB TOWER, UB CITY, 24, VITTAL MALLYA ROAD, BANGALORE-560001 AS SCHEDULED VENUE.

To approve the draft modified composite scheme of arrangement inter alia involving the amalgamation of the Company with and into Paradeep Phosphates Limited

"RESOLVED THAT in furtherance to and partial modification to the resolutions passed by the board of directors of the Company ("Board") at its meeting held on 07[th ] February 2024 for inter alia approving the composite scheme of arrangement by and amongst the Company, Paradeep Phosphates Limited and their respective creditors and shareholders ("Original Scheme"), pursuant to and in accordance with: (i) the observations made by the Securities and Exchange Board of India ("SEBI") in respect of the Original Scheme as communicated to the Company by way of the letters dated 02[nd ] September, 2024 and 11[th ] September, 2024 issued by the SSE Limited and the National Stock Exchange of India Limited respectively (collectively, the "Stock Exchanges Letters"), (ii) provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Companies Act") read with the applicable rules framed thereunder, (iii) applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the Master Circular No. SEBI/HO/CFD/POD- 2/P/CIR/2023/93 dated 20[th ] June, 2023 issued by SEBI (such circular, the "Scheme Circular"), (iv) the enabling provisions of the Memorandum of Association and Articles of Association of the Company, and (v) any other rule(s), regulation(s), guideline(s), notification(s), circular(s) and clarification(s) issued from time to time by the Ministry of Corporate Affairs, the SEBI, the Reserve Bank of India and/or any other regulatory/statutory authority, in each case, to the extent applicable and including any statutory modification(s) or re-enactment(s) or amendment(s) thereof for the time being in force, subject to the approval of the relevant jurisdictional National Company Law Tribunals ("NCL T") and such other approval(s), permission(s) and sanction(s) of regulatory/ statutory authority(ies), if required and to the extent applicable, and subject to such terms and conditions and modifications as may be prescribed by the NCL T or any regulatory/ statutory authority(ies), while granting such approvals, consents, permission and sanctions, which the Board is hereby authorised to accept, the consent of the Board be and is hereby accorded to the draft modified Original Scheme ("Modified Scheme"), a copy of which was placed before the Board with the relevant modifications.

the draft Modified Scheme;
the valuation report dated November 25, 2024 jointly issued by SSPA & Co Chartered Accountants (1881 Registration No. IBBI/RV-E/06/2020/126) and Pawan Shivkumar Poddar (1881 Registration No. I88I/RV /06/2019/12475), registered valuers appointed by the audit committee of the Company ("Valuation Report");
the fairness opinion dated November 25, 2024 issued by Fedex Securities Private Limited, SEBI registered merchant banker with registration number INM000010163 providing its opinion on the fairness of the share exchange ratio proposed in the Valuation Report ("Fairness Opinion");

· riegistercd Office UB Tower, Level 11, U[3 City, 24, V1l\i1I Mally,1 rioc1cl, f3erHJaluru 560 001, lnclic1. Tel +91804'i85 55/'i/68 Fc1x: +91804585 ')S88 E-rnail sl1ares rncfl@adver1tz corn Website: www. rnangalorechernicals.corn

Corporate lder1tity Number: L 24123K/\1966f'LC00 203CJ

A-314

A-315

AI assistant

Paradeep Phosphates Limited — M&A Activity 2025

59408_rns_2025-04-30_f693e50c-a8ac-404c-9648-130fdc96bc4a.pdf

Dear Sir/Madam,

PARADEEP PHOSPHATES LIMITED

For and on behalf of Paradeep Phosphates Limited

PARADEEP PHOSPHATES LIMITED

NOTICE CONVENING MEETING OF THE UNSECURED CREDITORS OF PARADEEP PHOSPHATES LIMITED (PURSUANT TO THE ORDER PASSED BY THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, CUTTACK BENCH DATED 25[th] APRIL 2025)

I N D E X

FORM NO. CAA.2

MANGALORE CHEMICALS & FERTILIZERS LIMITED

PARADEEP PHOSPHATES LIMITED

(“COMPANY” OR “TRANSFEREE COMPANY” OR “APPLICANT COMPANY”)

AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS (“SCHEME”)

PARADEEP PHOSPHATES LIMITED (CIN: L24129OR1981PLC001020)

(PAN: AABCP3276D)

Represented by Mr. Sachin Shankar Patil, Authorised Signatory (Company

... APPLICANT COMPANY / TRANSFEREE COMPANY

MANGALORE CHEMICALS & FERTILIZERS LIMITED

(CIN: L24123KA1966PLC002036)

(PAN: AABCM3599G)

Represented by Mr. Vighneshwar G Bhat, Authorised Signatory (Company

Secretary)

… NON-APPLICANT COMPANY / TRANSFEROR COMPANY

NOTICE CONVENING THE MEETING OF THE UNSECURED CREDITORS

To the Unsecured Creditors of Paradeep Phosphates Limited

Registered Office :

NOTES:

INSTRUCTIONS FOR ATTENDING THE MEETING THROUGH VC/OAVM AND E- VOTING

II. INSTRUCTIONS FOR UNSECURED CREDITORS ATTENDING THE MEETING THROUGH VC/OAVM ARE AS UNDER:

III. INSTRUCTIONS FOR UNSECURED CREDITORS FOR E-VOTING DURING THE MEETING AS UNDER: -

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL

CUTTACK BENCH

PARADEEP PHOSPHATES LIMITED (CIN: L24129OR1981PLC001020)

Represented by Mr. Sachin Shankar Patil, Authorised Signatory (Company

MANGALORE CHEMICALS & FERTILIZERS LIMITED

(PAN: AABCM3599G)

Represented by Mr. Vighneshwar G Bhat, Authorised Signatory (Company

… NON-APPLICANT COMPANY / TRANSFEROR COMPANY

1. Meeting to consider the Scheme

2. Rationale of the Scheme

Key benefits of consolidation for the Company

I. Become one of the largest integrated private sector fertilizer company in India:

II. Market Expansion and Geographic Reach

III. Economies of Scale

IV. Diversification of Product Portfolio

V. Cost Synergies and Operational Efficiencies

VI. Strengthened Financial Position

VII. Improved R&D and Innovation Capabilities, Sustainability and Environmental Factors

VIII. Government and Regulatory Support

IX. Competitive Advantage

X. Potential to increase trading business:

3. Background of the Companies

I. Particulars of the Transferee Company

II. Particulars of the Transferor Company

4. Details of change in the objects of the Transferee Company and Transferor Company

5. Details of change in the registered office of the Transferee Company and Transferor Company

6. Salient Features of the Scheme

7. Relationship subsisting between the Parties to the Scheme

8. Board approvals

9. Interest of Directors, Key Managerial Personnel (‘KMP’)

10. Effect of the Scheme on the various stakeholders

11. No investigation proceedings

12. Amount due to creditors

13. Details of contracts/arrangements

14. Summary of the Valuation Report and Fairness Opinion

15. Details of capital and debt restructuring

16. Shareholding and capital structure of the Transferee Company and the Transferor Company

17. Cancellation of entire pre-Scheme share capital of the Transferor Company

18. Auditors’ certificate on conformity of accounting treatment specified in the Scheme with accounting standards

20. Additional Information

21. Inspection of documents

Registered Office :

NATIONAL COMPANY LAW TRIBUNAL

CUTTACK BENCH

CA (CAA)NO.4/CB/2025

In the Matter of:

MANGALORE CHEMICALS & FERTILIZERS LIMITED Represented by Mr. Vighneshwar G Bhat, Authorised Signatory

(CIN: L24123KA1966PLC002036)

...... Transferor Company /Non-Applicant Company

Paradeep Phosphates Limited M&A Activity 2025