Paradeep Phosphates Limited has filed reports from its Audit Committee and Independent Directors dated May 11, 2026, certifying the completion of distribution of sale proceeds from fractional shares to eligible shareholders of Mangalore Chemicals & Fertilizers Limited (MCF). The certification has been made in compliance with SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20th June, 2023, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Background: Composite Scheme of Arrangement

The Composite Scheme of Arrangement amongst MCF (Transferor Company) and Paradeep Phosphates (Transferee Company) and their respective shareholders and creditors was approved by the Hon'ble National Company Law Tribunal, Bengaluru Bench vide its Order dated September 24, 2025, and the Hon'ble National Company Law Tribunal, Cuttack Bench vide its Order dated September 26, 2025. As of October 16, 2025 (Effective Date 2 as defined in the Scheme), MCF merged with and into Paradeep Phosphates and stands dissolved without being wound up.

Eligible equity shareholders of MCF as on the record date of October 31, 2025, were allotted equity shares of Paradeep Phosphates on December 03, 2025, in the share exchange ratio of 187 fully paid-up equity shares of Rs. 10 each of Paradeep Phosphates for every 100 fully paid-up equity shares of Rs. 10 each of MCF. The allotted shares rank pari-passu in all respects with the existing fully paid-up equity shares of Paradeep Phosphates.

Share Allotment and Fractional Entitlements

Pursuant to the Scheme, Paradeep Phosphates allotted a total of 22,16,23,331 equity shares of Rs. 10 each to eligible equity shareholders of MCF. This included the allotment of 23,217 equity shares of Rs. 10 each as Fractional Shares. The Board of Directors appointed PPL Merger Trust, managed by Vistra ITCL (India) Limited as Trustee, to hold the Fractional Shares in trust on behalf of the eligible equity shareholders of MCF.

In terms of the Scheme and the SEBI Master Circular, the Fractional Shares were required to be sold in the open market within 90 days from the date of allotment, with net proceeds distributed to the respective eligible equity shareholders in proportion to their fractional entitlements. Accordingly, the Fractional Shares were allotted directly to the PPL Merger Trust and sold in the open market at market price.

Distribution of Sale Proceeds

The distribution of sale proceeds, after deduction of expenses incurred, was completed on May 08, 2026. The following table summarises the financial details of the transaction:

Certification by Audit Committee and Independent Directors

The Audit Committee, comprising Mr. Dipankar Chatterji (Chairperson), Mr. Satyananda Mishra, Mrs. Rita Menon, and Mr. Karim Lotfi Senhadji, certified that Paradeep Phosphates has compensated the eligible equity shareholders by distributing the sale proceeds of the fractional entitlements in accordance with the provisions of the Scheme and the SEBI Master Circular.

The Independent Directors present at their meeting included:

• Mr. Satyananda Mishra
• Mr. Dipankar Chatterji
• Mr. Subhrakant Panda
• Mrs. Rita Menon
• Mrs. Ruchira Kamboj
• Mr. Marco Philippus Ardeshir Wadia

Mr. Dipankar Chatterji was unanimously elected as Chairman of the Independent Directors' meeting. The Independent Directors similarly certified that the distribution of proceeds from the sale of consolidated fractional entitlements was made to eligible shareholders in proportion to their entitlements, in full compliance with the Scheme and the SEBI Master Circular. Both reports were signed by Mr. Dipankar Chatterji (DIN: 00031256) on May 11, 2026, at Bangalore.

Paradeep Phosphates is advancing its phosphoric acid expansion strategy, with the company's Co Managing Director reaffirming that the goal to double phosphoric acid capacity to 1 MMTPA remains firmly on schedule. The announcement underscores the company's commitment to scaling up its core production capabilities in a phased and structured manner.

Phased Capacity Expansion Plan

The capacity expansion has been outlined in distinct phases to ensure systematic growth. According to the Co Managing Director, Phase 1 of the expansion — which targets an increase in phosphoric acid capacity to 0.7 MMTPA — is anticipated to begin in FY27. This phase represents a critical milestone on the path toward the ultimate target of doubling the current capacity to 1 MMTPA.

The following table summarizes the key parameters of the announced expansion plan:

Management Confidence in Execution

The Co Managing Director's assurance that the expansion timeline is on track reflects management's confidence in the project's execution. The phased approach — moving first to 0.7 MMTPA before reaching the full target of 1 MMTPA — indicates a measured strategy aimed at managing capital deployment and operational ramp-up effectively. No further financial details or capital expenditure figures were disclosed as part of this announcement.