Dear Members,

The Directors of your Company have pleasure in presenting this 47^th Annual Report on the working of your Company together with the Audited Financial Statements for the year ended March 31, 2025.

FINANCIAL PERFORMANCE

' Crore

During the year, the major factors affecting your Company's profitability before tax are as under:

a. Better margins of Industrial products and Complex Fertilizers contributed profitability.

b. Lower energy efficiencies and production of Urea beyond reassessed capacity adversely impacted Thal Urea profitability.

MEMORANDUM OF UNDERSTANDING WITH GOVERNMENT OF INDIA

Your Company has been entering into a Memorandum of Understanding (MoU) with the Ministry of Chemicals & Fertilizers, Government of India, setting the performance parameters and targets every year. Your Company has secured "Very Good" rating for the year 2023-24.

The performance rating for 2024-25 MoU is yet to be finalised by the Government and the Company expects to achieve "Good" ratings this year.

DIVIDEND

Although your Company has lined up a number of capex programmes which will entail substantial expenditure, considering the consistent profits being made by the Company and based on the Company's performance, your Directors are pleased to recommend a final Dividend of ' 1.32 per equity share of ' 10/- each for the financial year 2024-25, and would involve a total cash outflow of ' 72.82 Crore (' 68.41 Crore as Final Dividend in the previous year). The final dividend pay-out is subject to the approval of members at the ensuing Annual General Meeting.

APPROPRIATION TO GENERAL RESERVES

Your Company earned a net Profit after Tax of ' 241.63 Crore (' 227.47 Crore in the previous year). Re-measurement of defined benefit plans resulted in loss of ' 35.76 crore (previous year ' 22.37 crore). The dividend pay-out pertaining to financial year 2023-24 was ' 68.41 Crore (' 204.12 Crore pertaining to financial year 2022-23 and interim dividend pertaining to financial year 2023-24 was ' Nil Crore).The balance amount of ' 137.46 Crore (' 1.25 Crore in the previous year 2023-24) was transferred to General Reserves.

AWARDS WON

As in the past, your Company has won many awards during the year 2024-25, some of which are as under:

• Dun & Bradstreet PSU Award for "BEST NAVRATNA" category

c. Despite higher Finance costs and increased depreciation owing to higher Capitalization, overall profitability improved as compared to Previous Year.

d. Overall Profitability was adversely impacted primarily due to losses incurred on DAP imports, which were undertaken as per the directives of the Department of Fertilizers (DoF) and sold at a capped MRP. Despite additional compensation of '3,500 PMT and policy announcements aimed at mitigating adverse import price variations, margins remained under pressure. Further, under-recoveries continue to persist, aggravating the overall impact.

Governance Now 11^th PSU Award for The PSU Leadership Award-CMD/MD

Governance Now 10^th PSU IT Award for Digital Transformation Excellence-2025

3rd PSU transformation Award for Excellence in Safety Management

17^th EXCEED Occupational Health & Safety award 2024

Safety Excellence Award for 1^st Annual Green Environment Safety Award 2025

• "FICCI Chemical and Petrochemical Award 2024" for leadership in energy management.

• Organizational Excellence Safety Award 2024 in QCFI Mumbai Chapter.

• Won Certificate of Merit in Maharashtra Safety Awareness Competition 2023

• Golden Peacock award for Energy Efficiency 2024 at Bangalore at an event organized by Institute of Directors (IOD).

• Greentech Global EHS Award 2024 for outstanding achievements in EHS Best practices category.

• "Greentech Pollution Control Waste Management & Recycling (PCWR) Award 2024" for outstanding achievements in "Innovative Waste Management Technology" Category at Guwahati, Assam.

• "Platinum award" by Grow Care India in Environment category-2023 for outstanding achievement in Environment Management at Goa.

• "Platinum award'' by Grow Care India in OHS category 2024 for outstanding achievement in OHS Management on at Goa.

• The second prize for excellent implementation of official language in the year 2024-25 by the City Official Language Implementation Committee.

• Trombay unit was awarded the Best Implementation Award for excellent implementation of official language by Ashirvad Sahitya Sansthan, Mumbai.

• General Manager (CC & CSR) Shri Madhukar Pacharne was awarded the Rajbhasha Gaurav Award for excellent implementation of official language by Ashirvad Sahitya Sansthan, Mumbai.

OPERATIONAL RESULTS

Thai Unit

During the year, the unit produced 17.74 lakh MT of Urea compared to 18.42 lakh MT produced during the previous year In terms of nutrients in the fertilisers, the unit produced 8.16 lakh MT of N during the year, compared to 8.47 lakh MT during previous year.

Trombay Unit

The Trombay Unit produced 2.91 lakh MT of Urea & 6.04 lakh MT of Suphala during the year compared to 3.35 lakh MT of Urea & 5.77 lakh MT of Suphala produced respectively during the previous year. During the year, the unit produced 0.26 lakh MT of Sulpur Coated Urea compared to 0.04 lakh MT produced during the previous year. In terms of Nutrient values, the unit produced 1.34 lakh MT of N, 0.91 lakh MT of P₂O₅ and 0.91 lakh MT of K₂O during the year compared to 2.41 lakh MT of N, 0.87 lakh MT of P₂O₅ and 0.87 lakh MT of K2O respectively during the previous year.

INDUSTRIAL PRODUCTS

Your Company produces industrial chemicals at both its units. During the year, your Company produced approx. 4.53 lakh MT of various major industrial chemical products as against approx. 5.08 lakh MT during the previous year. Your Company produces, amongst others, Ammonium Nitrate Melt, Ammonia, Ammonium Bicarbonate, Dilute Nitric Acid 58%, Conc. Nitric Acid 98%, Strong Nitric Acid,( 72% & 68%), Strong Sulphuric Acid, Weak Supluric Acid, Phosphoric Acid 27%, MonoMethyl Amine, DieMethyl Amine, Tri-Methyl Amine, Di-Methyl Acetamide, Argon, Nitrogen, Refrigerant Grade Ammonia, Gypsum, Chalk etc.

MARKETING PERFORMANCE FERTILIZER DIVISION

Your Company achieved sales volume of 36.76 lakh MT during the year 2024-25 as compared to 36.01 lakh MT during the previous year. Your Company sold 20.72 lakh MT of Urea, 6.39 lakh MT of Suphala 15:15:15, 0.36 lakh MT of City Compost/PDM/PROM/FOM and 9.20 lakh MT of other bought out products i.e. DAP, MOP, Imp NPK etc. As compared to 21.57 lakh MT of Urea, 5.60 lakh MT of Suphala 15:15:15, 0.25 lakh MT of City Compost/ PDM/PROM/FOM and 8.54 lakh MT of other bought out products i.e. DAP, MOP, Imp. NPK etc. during the previous year. The Total sale of manufactured fertilizers (Urea & NPK) during 2024-25 was 27.11 lakh MT as against 27.17 lakh MT during the previous year. Sales of fertilizer products registered increase of 2% over previous year.

Your company sold 9.20 LMT Imported products i.e. DAP, MOP and Imp NPK etc. as compared to 8.54 LMT during previous year. Sales of imported fertilizers registered growth of 8% over previous year.

The sale of Sujala & Microla picked up momentum during the year. Sujala sale registered growth of 91% touching 5,994 MTs during the year as against 3,136 MTs in the previous year. Microla sale registered growth of 43% touching 455 KL during the year as against 317 KL in the previous year. The sale of Biola touched 123 KL during the year as against 122 KL sold in the previous year. Other products such as pH balancer, Shubhada, Silica and OGS also registered healthy volumes during the year.

During the year, your Company has achieved the following milestones:

s Total fertilizer sales increased to 2% as compared to the previous year.

s Highest-ever sales of Suphala 15:15:15, reaching 6.39 Lakh Metric Tonnes (LMT), marking a 14% increase over the previous year's volume of 5.60 LMT.

s Highest-ever sales of imported DAP and TSP, totalling 5.89 LMT (comprising 5.64 LMT of DAP and 0.25 LMT of TSP), reflecting a 14% growth over previous year.

s Highest-ever Import products sale of 9.20 LMT and an increase of 8% over previous year.

s Achieved the highest-ever sale of Microla, reaching 455 KL, surpassing the previous record of 410 KL in 2021-22 and registering a 43% increase over the previous year.

s Sujala (F+D) sales increased by an impressive 91%, rising from 3,136 metric tonnes (MT) in the previous year to 5,994 MT in 2024-25.

s VAP products sale increased by 163 % from 4010.80 MT during 2023-24 to 10572 MT during 2024-25.

s Highest-ever PDM sale of 20,870 MT and increased by 68% (8470 MT) over previous year.

s PROM sale increased by 52 %, from 2618 MT (Tie up + Ind) in 2023-24 to 3,950 MT during 2024-25.

s Ever highest FOM sale of 5369 MT.

INDUSTRIAL PRODUCTS DIVISION

In the face of intense market competition & falling international prices, Industrial Products Division has achieved the net sales turnover of ' 1654.77 Crore as against '1708.65 Crore during the previous year. During the year, your Company has achieved the following:

1. Highest ever sale of AN melt of 2,11,781 MT.

2. Highest ever sale of Di-methyl Amine of 23,041 MT.

3. Highest ever sale of Sulphuric Acid of 42,809 MT.

4. Highest ever sale of Refrigerant Ammonia of 1,105 MT.

Taking into consideration the requirement of coal industry, in addition to existing production capacity of 1.90 Lakhs MT per annum, a new AN Melt plant with capacity of 1.40 Lakhs MT per annum has started. Also new 100 MTPD liquid CO2 plant at Trombay is in process. Sale of high volume products like Ammonia, Ammonium Nitrate (Melt) & DNA will facilitate improvement in turnover as well as profitability. Maximizing sale of CNA98%, SNA 72% & 68% will also support in improving Profitability. IPD is also planning to enter in Agrochemical business which is a booming industry.

EXPORTS

Considering the indigenous demand, the scope for export is very limited. However, your Company successfully popularized its Ammonium Bicarbonate (ABC) brand in the overseas market through third party export. During financial year 2024-25, your Company has done third party export of 480 MT Ammonium Bicarbonate (ABC) under "MRUDULA" brand to the tune of '107.26 lakh as against 384 MT Ammonium Bicarbonate (ABC) to the tune of ' 78.22 lakh during the previous year.

IMPORT OF UREA ON GOVERNMENT ACCOUNT

• Your Company is designated as State Trading Enterprise (STE) since October, 2019 for Import of Urea on Government Account. Based on the instructions of Department of Fertilizers (DoF), RCF has imported approx. 11.54 lakh MT quantity of Urea through issue of total Two (2) Global tenders during the year 2024-25.

• DOF had also assigned RCF the responsibility for execution of Urea imports under Long term Agreement (LTA) between M/s. OQ Trading & Govt. of India (DOF) w.e.f. February 2022 onwards for a period of 3 years (until January 2025), for a Quantity of 10 lakh MT +/- 10% per annum on FOB basis. Accordingly during FY 2024-25, fourteen (14) Urea shipments have been shipped from OQ Trading Ltd. under this LTA, with a total quantity of approx. 6.78 Lakh MT.

• An MOU was signed between Govt. of India & Govt. of Nepal on 28.02.22, wherein it has been decided that Govt. of India will supply Urea & DAP (Fertilizers) to Nepal for next five years period under the G2G Agreement. Further RCF has been nominated as the State Trading Enterprise (STE) by DOF for execution of this MOU on behalf of Govt. of India and accordingly based on this MOU a separate financial Agreement was signed on 18.07.22 by RCF & M/s. Krishi Samagri Company Limited (KSCL)-Nepal who is the nominated agency by Govt. of Nepal. Under this agreement and as per the initial requirement provided by M/s. KSCL- Nepal, 25,000 MT Bagged DAP have been delivered to three designated warehouses in Nepal during FY- 2024-25.

ATMANIRBHAR BHARAT

Under 'Atmanirbhar Bharat Abhiyan', following initiatives

are taken by your Company:

• Production from New AN Melt Plant:

In order, to meet the growing power need of the country, enhancement in domestic production of AN melt which is used for coal mining is very important.

During the year, your Company has successfully commissioned New AN Melt Plant of 425 MT per day capacity at RCF Trombay unit with latest energy efficient technology. The additional production from this AN melt project shall be substituting the existing imports, leading to improved availability of Coal to the power plants and hence in turn shall help in ensuring power security for the country.

• Setting up Liquid Nano Urea plant:

Your Company has successfully commissioned new liquid Nano Urea Plant of 75 KL per day capacity at Trombay Unit in February 2025.

• Sulphur Coated Urea (Urea Gold)

Your Company has developed the technology for producing Urea Gold indigenously and this will help to produce affordable Sulphur carrying fertilizers so as to reduce import dependency.. 'Urea Gold' is a sulphur coated urea, a slow release fertilizer. It has Nitrogen 37% and Sulphur 17%. It supplies the much required sulphur - secondary nutrient, along with Nitrogen from Urea. Sulphur is an important secondary nutrient for enhancing crop yield and crop quality which is more so for oil seeds and pulses. During the year, the unit produced 0.26 lakh MT of Sulpur Coated Urea compared to 0.04 lakh MT produced during the previous year.

• Briquette Fired Boiler in Chemical Group of Plants (CGP) at RCF Thai

Your Company is setting up Briquette Fired Boiler at RCF Thal at an estimated project Capital Cost is Rs 26.75 Crore plus taxes. The low cost steam shall help in reducing the variable cost of chemicals. Briquette (Bio-Mass) or 'White Coal' is made-up from agriculture and forest natural waste. It can be efficiently used to replace fossil fuel. Use of Briquettes for steam generation will reduce the Green House Gas (GHG) emissions. The project has been commissioned in May 2025.

• PROM : Phosphate Rich Organic Manure

RCF PROM is an important alternative to nutrients for organic and conventional farming, which is prepared by processing a balanced mixture of organic residues, rock phosphate, oil cake, amino acids, humic acids and beneficial micro-organisms. It contains 8-10% phosphorus (P2O5) and organic carbon. The phosphorus PROM is an organic alternative to expensive synthetic phosphatic fertilizers, which enriches the soil with phosphorus and other nutrients and keeps it soft for a long time. During the financial year 2024-25 , a quantity of 3950 MT was sold to the farming community.

• Setting up new NPK Fertilizer plant at Thal:

In order to increase domestic supply of DAP/NPK fertilizers, your Company has commenced setting up NPK Fertilizer plant of 1200 MTPD (in terms of DAP) at Thal. Project is expected to be completed by March 2027.

• Optimizing production of Industrial Chemicals:

Your Company is manufacturing various Industrial Chemical products having high brand values. Plants manufacturing industrial chemical products like Ammonium Nitrate, Ammonium Bicarbonate, Nitric Acid, Concentrated Nitric acid and Sulphuric acid are operated at optimum level to meet the market demand.

AGRICULTURE EXTENSION ACTIVITIES

RCF has undertaken several agriculture extension activities so as to educate the farmers on efficient use of agro-inputs and provided know-how on improved and scientific methods of cultivation contributing to increase in their farm yield. Some of the services so undertaken during the year are as under:

s Soil Sample Analysis: 35,234 number of NPK and 12,461 number of Micro-nutrient analysis have been done and Soil Health Cards distributed.

s Farmer Training Centres are operational at Thal and Nagpur for imparting residential training to farmers. A total of 28 programs were undertaken benefitting 847 farmers during the year.

s RCF Kisan Care Toll Free service 1800-22-3044 was

operated for imparting Agricultural information to the farming community.

s RCF Customer Care No. 022 25523044 is operational for guiding & resolving queries regarding RCF Products.

s RCF Sheti Patrika: 7.20 lakh copies of RCF Sheti Patrika (Marathi edition) covering the relevant subjects pertaining to Agriculture and allied fields were monthly printed & distributed to farmers.

s e-magazine of RCF Sheti Patika (Hindi edition) is published quarterly.

s Social Media: Information has been shared through social media (WhatsApp, Facebook, Twitter, Instagram and You Tube) with handle @rcfkisanmanch.

s Agricultural Extension Services: 285 Field

Demonstrations, 138 Soil Testing Days, 452 Farmers' Meetings, 18 Krishi Melas, 6 Veterinary Camp/Rural Sports, 23 Exhibitions, etc. were organized for the benefit of the farmers.

s Adoption of Villages for Promotion of City Compost/ Biofertilizer/ PDM/PROM/Nano Urea, etc: 10 villages from Maharashtra & Karnataka were selected for promotion of City Compost/ Biofertilizer/ PDM/ PROM/Nano Urea, etc.

s Promotion of PROM, PDM, FOM, LFOM & other Organic Fertilizer under PM-PRANAM Scheme: RCF

had conducted farmers meeting, farmers training, demonstrations etc to create awareness & educate farmers regarding benefits & usage of PROM, PDM, FOM, LFOM & other Organic Fertilizers.

s RCF has established 620 Pradhan Mantri Kisan Samrudhi Kendra (PMKSK) on Pan India Basis during the year 2024-25. Total 12691 PMKSK's were established. These PMKSK are unique initiative to support the farmers as a one stop solution.

s Development of Drone Hubs: PMKSKs situated nearest to Drone Didis have been converted into Drone Hubs to support Drone Didis and to provide one-stop-shop for all Drone-related queries and requirements. 30 Drone Hubs were developed in Maharashtra, Karnataka, Andhra Pradesh, Telangana & Uttar Pradesh.

s RCF is organizing Broadcasting of Farming related Community Radio Programs, "Samrudha Shetitun Vikasit Bharat" through Five Community Radio Stations in Maharashtra since Dec-2023 for the Purpose of information dissemination, education and communication. Department of Fertilizers intends to create awareness about various programs and scheme of Department of Fertilizers viz. PM- PRANAM, balanced use of fertilizers, nutrient management etc. So far, more than 900 Community Radio programs were broadcasted.

MATERIAL CHANGES AND COMMITMENT

AFFECTING FINANCIAL POSITION OF THE

COMPANY

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year 2024-25 and to the date of this report.

RISK MANAGEMENT

Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed a Risk Management Policy for risk assessment and minimization procedures. The Risk Management Policy developed with the objective of having a balanced approach towards business plan and mitigating the associated risks, is in place. The system identifies better management practices to ensure greater degree of confidence amongst various stakeholders and facilitates good Corporate Governance practice. All risks associated with Operations, Environment, Finance, Marketing, Human Resource, Legal, Information Technology Security, Projects etc., are continuously monitored. The degree of impact of the perceived risks is further graded into high, medium and low and the probability of the occurrence of each risk is also classified into Unlikely and Likely. In order to mitigate losses arising out of such perceived risks, appropriate procedures are being adopted to contain the risks. Also the practices adopted during emergencies, including the communication system and mode of disseminating information are periodically reviewed and updated to minimize the impact on the Company. Quarterly report in respect of the same is presented to the Board.

The Board of Directors had constituted Risk Management Committee to identify elements of risk in different areas of operations and to develop policy for actions associated to mitigate the risks. The Committee on timely basis informs the Board of Directors about risk assessment and minimization procedures which in the opinion of the Committee may threaten the existence of the Company.

The details of Risk Management Committee are included in the Corporate Governance Report.

MAJOR EXPANSION AND DIVERSIFICATIONS

The status of major projects undertaken by your Company is as under:

PROJECTS IMPLEMENTED

Your Company has successfully commissioned New AN Melt plant of 425 MT per day capacity and new Nano Urea Plant of 75 KL per day capacity at Trombay Unit in February 2025.

PROJECTS UNDER IMPLEMENTATION

Setting up new NPK Fertilizer plant at Thai

India is largely dependent upon Imported NPK nutrients to meet its domestic requirements. As an "Atmanirbhar Bharat" initiative, Your Company is setting up NPK Fertilizer plant having capacity of 1200 MTPD (DAP basis) at Thal. The plant would be capable of producing various grades of NPK fertilizer as per market requirements. Environment Clearance for the project is received from Ministry of Environment, Forest and Climate Change (MoEFCC) on 2nd January 2024. The work order for execution of the project on LSTK basis is awarded to M/s Larsen & Toubro Limited. The estimated Project Cost of the project is '1494.33 Crore including taxes. Project is expected to be completed by March 2027.

Ammonia Plant revamp (HTAs scheme) at Thal

Your Company is implementing energy schemes suggested by M/s Topsoe A/S - Technology supplier of Ammonia plant at Thal. Estimated Project Capital Cost is about '1308 Crore including taxes. The expected energy saving is 0.40 Gcal/MT of Ammonia at existing Ammonia production level and expected to be completed by July 2027.

ETP up-gradation at Thai:

Your Company is upgrading the existing Effluent Treatment Plant at Thal for treating 10,000 M3/day effluent to ensure the quality of treated effluent not only for meeting the statutory norms but also suitable for recycling the treated effluent as raw water.

Benefit of the project will be better environment management on sustained basis through recycling of treated effluent as a raw water. The project is being executed in two phases. The 1st phase has been partially commissioned on 19th January 2025 and treating 4000 M3 per day of effluent. In 2nd phase, balance effluent will be recycled, to achieve "Zero Effluent Discharge". Action for 2nd Phase has been initiated.

Briquette Fired Boiler in Chemical Group of Plants (CGP) at RCF Thal

Briquette (Bio-Mass) or 'White Coal' is made-up from agriculture and forest natural waste. It can be efficiently

used to replace fossil fuel. Use of Briquettes for steam generation will reduce the Green House Gas (GHG) emissions. Your Company has set up Briquette Fired Boiler at RCF Thal. The low-cost steam shall help in reducing the variable cost of chemicals. The project has been commissioned in May 2025.

JOINT VENTURE PROJECTS

Coal Based Fertilizer Plant at Talcher:

Your Company, along with Coal India Limited (CIL), Gas Authority of India Limited (GAIL) and Fertilizer Corporation of India Limited (FCIL), is setting-up a Coal Gasification based fertilizer complex, comprising of 2200 MTPD Ammonia plant and 3850 MTPD Urea plant, at FCIL, Talcher, Odisha. Land and certain facilities needed for the project are provided by FCIL. The project will utilize state-of-the-art Coal Gasification Technology from M/s Air Liquid Products (erstwhile M/s Shell Eastern). A joint venture company 'Talcher Fertilizers Limited' has been incorporated for setting-up and operating Coal Gasification based Fertilizer complex.

The project is of strategic importance for the country as it aims to make breakthrough for an alternative source of feedstock in the form of abundantly available coal from domestic sources in place of natural gas. Success of this project is expected to be a game changer and shall pave a way forward to the production of chemicals and fertilizers from coal leading to lesser Regasified Liquefied Natural Gas (RLNG) imports. It will also help in meeting much needed Urea production capacity for the eastern part of the Country.

The estimated Project capital cost is approx. '17080.69 Crore (?10%) (RCF share is '2169.67 Crore (?10%)). M/s Wuhuan Engineering from China has been engaged through competitive bidding as LSTK contractor for Coal Gasification and Ammonia/Urea packages of the project. The various site activities are in progress. The project is expected to be commissioned by December 2027.

SUBSIDIARY AND OTHER JOINT VENTURE COMPANIES

A separate statement containing the salient features of financial statements of all the joint ventures of your Company forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. The financial statements of the joint ventures and related information are available for inspection by the members electronically up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member seeking to inspect such documents are requested to write to the Company at investorcommunucations@rcfltd.com.

The financial statements including the consolidated financial statements and all other documents required to be attached to this report have been uploaded on the website of your Company (www.rcfltd.com).

WHOLLY OWNED SUBSIDIARY

The Board of Directors at its meeting held on April 3, 2025 has accorded in-principle approval for formation of a Wholly Owned Subsidiary (WoS) in India, subject to approval of its administrative Ministry i.e. Ministry of Chemicals and Fertilizers, Department of Fertilizers, DIPAM, NITI Aayog, CCEA and/or other statutory authorities as may be required to operate in the domain of Organic and Innovative Inorganic Fertilizers.

JOINT VENTURE COMPANY

FACT-RCF Building Products Ltd. (FRBL), Kochi

Your Company has formed a Joint Venture Company with Fertilizers and Chemicals Travancore Limited (FACT) by incorporating FACT-RCF Building Products Ltd. to set up a Rapidwall project at Kochi. Both your Company and FACT have 50:50 equity holding in the Company. Production has been suspended owing to expected takeover of the Plant & Machinery by the ARC. National Company Law Tribunal (NCLT) proceedings have been initiated vide order dated 11th January, 2024 on FACT-RCF Building Products Limited (FRBL) and a Resolution Professional (RP) has been appointed in place in January, 2024.

Further, there is no impact on Company's financial statements, as the Company has made full provision of its investments/dues from FRBL in earlier years. Consequent to appointment of RP, the Board of FRBL stands superseded and the promoter Companies have lost the powers to exercise control of the Joint Venture and accordingly, the financials of FRBL is not consolidated.

Urvarak Videsh Limited (UVL)

Urvarak Videsh Limited (UVL) was incorporated on 18th July, 2008 as Special Purpose Vehicle (SPV) with equity participation of Rashtriya Chemicals and Fertilizers Limited(RCF), National Fertilizers Limited (NFL) and Krishak Bharti Co-operative Limited (KRIBHCO) with the object of setting up joint venture in India and abroad for manufacturing, mining, long term tie ups for Nitrogenous, Phosphatic and Potassic Fertilizers and fertilizer raw materials including exploring the possibility of making investments and rendering Consultancy services, etc. The company explored many alternatives to take up various projects but the same did not fructify due to want of funds as UVL business objective requires heavy capital investment. As the company could not take up any business, the Board of UVL has decided to declare the company as a Dormant company for the time being in terms of the provision of section 455 of the Companies Act, 2013 as the keeping the status of the company as active was not serving any purpose.

The Audited financial statements of UVL as at March 31, 2025 reported loss of '53,700/-, thus resulting in accumulated loss of '0.50 Crore.

Talcher Fertilizers Limited (TFL)

RESEARCH AND DEVELOPMENT

Your Company has formed a Joint Venture company, with Coal India Limited (CIL), GAIL (India) Limited (GAiL) and Fertilizer Corporation of India Limited (FCIL), with the name Talcher Fertilizers Limited for revival of FCIL's fertilizer unit at Talcher by establishing and operating coal gasification based fertilizer complex. Equity participation of RCF, CIL and GAIL is 31.85 % each and that of FCIL is 4.45% . The company is yet to start its operations.

During the year, your Company has infused ' 96.67 Crore in TFL in FY 2024-25.

The audited financial statements of the said Company as at March,31 2025 reported a profit of ' 2.47 Crore, thus resulting in accumulated loss to ' 29.53 Crore.

Consolidated Financial Statement

The Consolidated Financial Statement of your Company has been prepared by taking into consideration Joint Venture Companies i.e. Urvarak Videsh Limited and Talcher Fertilizers Limited.

National Company Law Tribunal (NCLT) proceedings have been initiated vide order dated 11th January, 2024 on FACT-RCF Building Products Limited (FRBL) a joint venture entity with a 50:50 partnership between the Company and Fertilizers and Chemicals Travancore (FACT) Limited and an Resolution Professional (RP) has been appointed in place in January, 2024. Further, there is no impact on Company's financial statements, as the Company has made full provision of its investments/dues from FRBL in earlier years. Consequent to appointment of RP, the Board of FRBL stands superseded and the promoter Companies have lost the powers to exercise control of the Joint Venture and accordingly, the financials of FRBL is not consolidated.

The Consolidated financial statements have been prepared under equity method along with Company's standalone financial statements.

SUMMARY OF FINANCIAL PERFORMANCE

'Crore

Your Company has taken up several Research and Development (R & D) projects, some of which are for commercial scale design and engineering. They are as under:

Towards smart agriculture through Nano-fertilizer

DAP (Diammonium Phosphate- NPK 18:46:0) is a crucial fertilizer due to its high concentration of both nitrogen and phosphorus, essential for plant growth. It's widely used in agriculture to boost crop yields and improve overall plant health.

Nano-fertilizers, are being touted as a potential substitute for traditional fertilizers. Unlike conventional DAP, which is granular, Nano DAP is in liquid form, improving its efficiency and absorption by crops. Due to its nano-size (less than 100 nm), it has a higher surface area-to-volume ratio, making it more effective than traditional fertilizers.

Nano DAP is a technological innovation in the field of Agriculture. It provides Nitrogen (N 3 %) and Phosphorus (P 8 %) in Nano form to the crops. The Nano size of the nutrients enables better absorption and increases the nutrient use efficiency.

A large quantity of DAP fertilizer used in India in different crops. Thus, it is expected that if Nano-DAP fertilizer is found useful, then it can save huge quantities of DAP fertilizer consumed by different crops in India. It may also lead to the increased profits of the farmers growing these crops.

The R&D of your Company has developed the formulation and successfully tested at ICAR Agricultural Research Institutes and in house agricultural field. As per DBT guidelines, the toxicology studies of the product has been completed at Indian Institute of Toxicological Research (IITR), Lucknow. The report showed that the Nano DAP is safe to use in Agriculture and do not carry any toxicological effect on flora and fauna.

Central Fertilizer Committee (CFC) has approved for registration of this product in FCO (1985) in January 2025.

• Granulated Micronutrient fertilizer

Micronutrients are the nutrients required by the plant in very small amount, however they are very essential for plant growth. There are 7 essential plant nutrient elements defined as micronutrients viz., Boron (B), Zinc (Zn), Manganese (Mn), Ferrous (Fe), Copper (Cu), Molybdenum (Mo), chlorine (Cl).

SHUBHADA - Micronutrient Mixture Fertilizer contains various nutrients and controls physiological disorders and nutrient deficiencies. It promotes essential plant processes and growth, which translates into nutrient-rich food for animals and humans, improves absorption and utilization of other nutrients applied to the soil. It increases yield and ensures better quality.

Shubhada has been formulated in powder as well as granulated form and applied through soil.

• Urea Ammonium Sulphate (liquid)

Urea Ammonium Sulphate (UAS) is a nitrogen-based fertilizer combining urea and ammonium sulphate, typically in a blend that provides both nitrogen (N) and sulphur (S)-essential nutrients for plant growth.

It is a primary source of Nitrogen and Sulphur, enhances crop yield and improves Nitrogen Use Efficiency (NUE). This fertilizer is suitable for Cereals (wheat, rice, maize), Oilseeds (canola, sunflower), Pulses and legumes, Vegetables and fruit crops.

The product has been produced on pilot scale and is being tested in Agricultural field for dose standardization and agronomic efficiency.

• NPK 8:8:8 Liquid Fertilizer

NPK 8:8:8 is a balanced, water-soluble nutrient solution containing 8% Nitrogen (N), Phosphorus (P) & Potassium (K) which encourages lush foliage and vegetative growth, boosts root strength, flowering, and fruiting, enhances disease resistance, overall plant vigor, and drought tolerance. This is a general- purpose fertilizer, ideal for Sugarcane crop as per FCO (1985).

This fertilizer provides balanced nutrition for most plants, having quick absorption (especially in liquid form), useful for foliar correction of mild deficiencies and great for regular maintenance or mixed gardens.

The product is being tested at polyhouse and in an open agricultural field for its agronomic efficiency and impact on crop yield.

• NFT: Grow with precision nutrition

The Nutrient Film Technique (NFT) is wonderful technology for growing shallow-rooted, lightweight, fast-growing plants and is an ideal way for everyone from beginners to experts. This system is similar to the flood and drain set-up, but differs in that the water-nutrient solution flows around the reservoir and growing tray in a continuous loop, rather than with timed breaks.

Polyhouse comprising of NFT and Dutch bucket system on around one acre area has been constructed inside the factory at Trombay unit. The facility is being used for testing all liquid fertilizer on exotic crops viz., Dianthus, Kale, Swiss chard, Italian basil, Opal Basil, Spinach, Amaranthus, Thyme, Lettuce etc.

• Nutrient dispersion, crop expansion

Suspension fertilizer consist of insoluble solid active ingredients dispersed (normally at high concentration) in water. Suspension fertilizers can hold significantly

higher concentrations of nutrients than clear liquid fertilizers, making them more efficient for both application and transportation.

Suspension fertilizers combine the advantages of liquid and solid fertilizers and also have unique features that make them superior to each of them. They are superior to liquid fertilizers because they contain higher concentrations of active substances and nutrients.

In this regard, R&D is setting up a new pilot plant for formulations of various suspension fertilizers viz., NPK 10:10:10, Calcium Nitrate with Magnesium, NPK 11:11:8 fortified with Zinc & Boron, Fortified NPK (8:8:8), liquid fortified calcium suspension, etc with the changing agricultural scenario and innovations in the fertilizer application methodologies , suspension fertiliser are envisaged to revolutionize agriculture.

ENVIRONMENT MANAGEMENT AND POLLUTION CONTROL

Your Company is committed to ensuring clean environment, beyond satisfying all stipulated requirements laid down by the statutory authorities, meeting the expectation of stake holders around its operating units.

Your Company is committed to sustainable industrial practices, ensuring minimal environmental impact through robust pollution control measures and efficient resource management through:

• Air Pollution Control

• Water Management and Effluent Treatment

• Waste Management

• Noise Pollution Control

• Green Initiatives

• Compliance and Monitoring

Your Company has established ISO 14001 compliant Environment Management System (EMS) along with Safety Management System (ISO 45001), Quality Management System (ISO 9001), and Energy Management System (ISO 50001). Certification for IFA Protect & Sustain Product Stewardship System of international standard for Safety, environment and product security at its both the manufacturing units. The Management Systems are constantly upgraded, periodic audits and Management Review conducted to ensure compliance and continual improvement. Apart from Stack monitors, which continuously monitor the emissions, four fixed ambient air quality monitoring stations are in place, at both Trombay and Thal, to monitor ammonia, NOx, SO2, Particulate matter (PM10 & PM2.5) & metrological parameters. These monitoring units are connected to MPCB and CPCB servers for continuous monitoring online data of air quality, effluent parameters. At both unit, third party

monitoring for stack, ambient air quality (Dust, Ammonia, NOx, SO2) and ETP overflow (as per consent parameters) is being done by MoEFCC approved laboratory once in a month. As you are aware RCF uses clean fuel to reduce the Green House Gas emission, efforts are taken to minimize emissions with Reduce, Recycle & Reuse schemes.

The Effluent Treatment plants (ETP) at Trombay and Thal unit have ensured that the environment in and around the operating units are fully protected. Environmental safety of neighbors around operating units are taken care. Various schemes with state of the art technologies and modernization schemes are implanted to reduce energy consumption and wastages. As a proactive measure, RCF Trombay unit has two nos. of Sewage treatment Plants to treat sewage of Mumbai city & use the purified water after treatment for industrial purpose, thereby saving equivalent quantity of potable water for consumption by Mumbaikars.

At Trombay unit, Sludge generated in Effluent Treatment Plant, Sulphur Sludge Generated in Sulphuric Acid plant and waste streams of effluents from complex fertilizer plants are recycled back in the processes. 3- R strategy (Reduce, Reuse and Recycle) is employed by way of recycling the sludge generated in ETP, Sulphur sludge generated in Sulphuric Acid Plant is used in Suphala plant for recovery of nutrients.

At Thal Unit, the ETP Up gradation Project (Non-Ammonical section) PGTR was successfully completed on 19.01.2025. Ammonical section PGTR is expected to be completed by April 2025. After the completion of PGTR for the Non- Ammonical section in the ETP Upgradation project, the recycling of industrial effluent as raw water, using state- of-the-art technology, started. During March-2025, plant was able to produce 1,16,119 M3 of RO water. This RO water is recycled as raw water to the WTP plant. It reduced daily freshwater resource consumption and reduced boiler blowdown in ammonia plant due to reduced silica content in DM water.

NIT for ETP project has been floated, prebid meeting has been conducted and price bid has to be opened. The briquette boiler project is in full swing, which uses briquettes a carbon-neutral fuel for boiler feed. The Briquette boiler project mechanical completion is over and pre commissioning activities like loop checking are in progress.

Plastic Waste : RCF is registered as Brand Owners as per the Plastic Waste Management Rule - 2016 and Plastic Waste are being recycled by both the Units for last three years as per the MoEFCC norms.

Annual return of plastic waste has been submitted to CPCB EPR ( Extended Producer Responsibility) online portal for Thal Unit ( quantity of 5079 MT ) and for Trombay unit ( quantity of 3600 MT ) for the year 2023-24 as per Plastic Waste Management Rule,2016.

The integrated Effluent Treatment Plant in both Units ensures that the effluent discharged from the factory meets the statutory requirements laid down by the State Pollution Control Board.

Trombay and Thal units have taken up a massive plantation drive in factory premises, in residential colony and surrounding areas.

For increasing awareness regarding environment and safety, public awareness campaign programmes are arranged by Trombay and Thal units by providing demonstrations to local youth, college and school students, housing societis, Panchayat offices, ladies club members and household members in the adjoining localities.

Resource Management: Trombay and Thal, Both the units have Commissioned GTG & HRSG unit for energy saving. RCF remains dedicated to implementing innovative environmental management practices and pollution control measures, ensuring sustainable industrial growth while safeguarding ecological balance.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As part of its initiatives under "Corporate Social Responsibility', your Company has undertaken several projects in the areas of promoting health care, Nutrition, rural development, Women empowerment, Skill Development and education aimed for the benefit of needy and for general good of the society. These projects are in accordance with Schedule VII of the Companies Act, 2013 and the Company's CSR Policy.The report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed as Annexure - I, and forms an integral part of this report. During the year, your Company has spent '16.15 Crore on CSR activities. The activities, in brief, are as under:

The key activities in brief, are as under:

Supply of drinking water to the villages

For the past 25 years, your Company has been providing drinking water to seven villages surrounding its Thal unit through pipelines laid from the unit's water reservoir. This initiative benefits over 20,000 residents across the villages of Thal, Navgaon, Vaishet, Tudal, Boris-Gunjis, and Bhal, all of which fall under the jurisdiction of the Thal factory. The drinking water supply is made possible through the infrastructure established by your Company, and the water charges billed by MIDC are fully borne by the Company.

Mid-day-Meal to school

Under this CSR Initiative , your Company has providing free Midday Meal at schools in and around Chembur to non-aided schools to cater to the nutritional need of the under-privileged school children.

Mobile Medical Van at Thai & Trombay

Your Company is providing free health checkup and distribution of free medicines to the patients in the vicinity of Chembur and Thal area. Total three Mobile Medical Unit (MMU) has been appointed by your Company in which one van deputed in Chembur area and remaining two in Thal Area.

Supply of Saplings, seeds to farmers

Your Company supports sustainable agriculture by supplying saplings and seeds to farmers in nearby rural areas. This initiative aims to promote environmentally friendly farming practices, enhance crop productivity, and improve the livelihoods of local farmers.

Sponsorship for Construction of New Hospital Building:

Your Company has financially supported Lions Health Foundation for construction of new hospital under CSR budget. Lions Health Foundation, Alibag is the registered NGO working in the field of health care in the rural area of Raigad district.

Installation of Air Purification system in Chembur

As part of RCF's commitment to environmental sustainability under its CSR initiatives, your Company has installed an air purification system in Chembur. This initiative aims to improve air quality and promote a healthier living environment for the local community. By addressing urban pollution, your Company continues to contribute to the well-being of residents and support cleaner, greener public spaces.

Training Social Workers to Assist Survivors of Domestic Violence under CSR

Your Company has extended financial support for capacity-building programs aimed at training social workers to effectively assist survivors of domestic violence. Additionally, your Company has funded the printing of Information, Communication, and Education (ICE) materials to raise public awareness about domestic violence and related support mechanisms. These efforts are part of RCF's commitment to social welfare and empowerment, especially in supporting vulnerable sections of society.

Medical Camps Chembur, Mumbai

Your Company has undertaken several health and sanitation-focused projects to improve community wellbeing via Chandra Sundra Trust is a registered NGO working in the field of Healthcare, Women Empowerment, education is the surrounding area of Chembur, Mumbai.

Free Medical Camps with Spectacle Distribution at Chembur: Your Company organized free medical camps that included health check-ups and the distribution of spectacles to those in need, ensuring access to basic healthcare services for underserved populations.

Toilet Construction in Schools (Kolhapur and Palghar):

To promote hygiene and support school infrastructure, Your Company funded the construction of toilet blocks in schools located in Kolhapur and Palghar, aiming to provide students-especially girls-with a safe and sanitary environment.

Cancer Check-up and Blood Donation Camps at Chembur:

Your Company conducted cancer screening and blood donation camps to promote early detection, raise health awareness, and support blood banks with much-needed donations.

CSR Support for Construction of Community Hall Entrance at Vashi Village, Chembur:

Your Company supported the construction of the main entrance of the Community Hall at Vashi Gram Seva Mandal in Vashi Village, Chembur. This contribution aims to enhance the infrastructure of a key community facility, which serves as a hub for social, cultural, and developmental activities. RCF's support reflects its commitment to strengthening community spaces and promoting inclusive development at the grassroots level.

Construction of Mental Health Rehabilitation Facility at Kanyakumari District, Tamil Nadu -

As part of your Company's CSR initiatives in the area of healthcare and social welfare, your Company supported Central for Human Resource and Rural Development Programs (CHARDEPC) for the construction of a rehabilitation centre for cured mentally ill persons at Achankulam, Potrayadi in Kanyakumari District, Tamil Nadu. This facility is aimed at providing a safe and supportive environment for reintegration, recovery, and skill development, helping beneficiaries lead a dignified and independent life.

Improving Sanitation Facilities for Children at Nivara Balgruh

As part of your Company's your Company CSR initiatives focused on sanitation and child welfare, your Company supported the construction of toilet facilities at Nivara Balgruh, Jamkhed, in Ahmednagar District. This project was implemented in collaboration with the NGO Gramin Vikas Kendra. The initiative aims to provide a clean and hygienic environment for the children residing at the shelter, thereby promoting their health.

Financial Assistance for Essential Medical Equipment for Needy Patients in Raigad

As part of your Company's CSR initiatives in the healthcare sector, your Company extended financial assistance through RSS Janakalyan Samiti for the procurement of essential medical equipment, including hospital beds, walkers, wheelchairs, commode chairs, walking sticks, air beds, and oxygen concentrators. This initiative aims to support needy patients across Raigad District by improving access to critical medical aids and enhancing

the quality of care, especially for the elderly, differently- abled, and chronically ill individuals.

Livelihood Support for Fisherwomen through Fish Preservation Equipment

As part of your Company's CSR initiatives focused on livelihood enhancement and women empowerment, your Company supported the procurement of 60-litre capacity ice boxes for the Machhimar Societies of Thal and Navgaon in Alibaug, Raigad District. These ice boxes were distributed to women fish sellers to aid in the hygienic preservation of fish during transportation and sale. The initiative aims to improve product quality, reduce spoilage, and support the economic stability of women engaged in the fishing trade.

Installation of Water Purifier Plant for Students

As part of your Company's CSR initiatives focused on health, hygiene, and education, your Company provided financial assistance for the procurement and installation of a water purifier plant for the students of PNP Education Society, Alibaug. This initiative was implemented through Prabhakar Patil Education Society and aims to ensure access to clean and safe drinking water for students, thereby promoting better health, reducing waterborne illnesses, and supporting a conducive learning environment.

Promoting Green Energy in Education at Chondhi, Kihim, Alibaug

As part of your Company's CSR initiatives promoting renewable energy and supporting education

infrastructure, your Company provided financial

assistance for the installation of a solar panel system for a school through Lokmanya Shikshan Prasarak Mandal. This initiative aims to ensure an uninterrupted power supply, reduce electricity costs, and encourage the use of sustainable energy sources in educational institutions, thereby creating a more conducive and eco-friendly learning environment for students.

Promoting Education for Marginalized Communities at dist. Ahmednagar

As part of your Company's CSR initiatives focused on educational empowerment, your Company provided financial assistance for a project aimed at the educational upliftment of SC/ST students through the Integrated Rural Development Centre (IRDC). This initiative seeks to improve access to quality education, provide necessary academic resources, and create opportunities for skill development to ensure a brighter future for students from marginalized communities.

Improving Access to Healthcare with Mobile Hospital Support

As part of your Company's CSR initiatives focused on healthcare and community support, your Company

provided financial assistance for arranging medical check-ups and supporting a mobile hospital through Snehwan, Tal. Khed dist. Pune. This initiative aims to provide essential healthcare services to underserved and remote communities, ensuring access to medical consultations, diagnostics, and treatment for individuals who might otherwise lack such resources.

Supporting Women's Growth and Empowerment through the WINGS Project

As part of your Company's CSR initiatives focused on women empowerment, your Company provided financial assistance for the "WINGS" project through Badlore. This project aims to empower women by providing them with necessary skills, resources, and opportunities for personal and professional growth, helping them achieve economic independence and social well-being.

Promoting Health and Cleanliness: RCF Supports Gym and Waste Bins Procurement

As part of your Company's CSR initiatives aimed at promoting health and sanitation, your Company provided financial assistance for the procurement of gym equipment for four Gram panchayats in the Thal area. This initiative is intended to encourage fitness and wellbeing among the residents of these villages. Additionally, your Company supported the purchase of 200 waste bins for Kihim Grampanchayat to promote cleanliness and effective waste management in the region.

Strengthening Public Healthcare Infrastructure through CSR - Support to Dr. BAMH, Byculla

As part of your Company's CSR initiatives in the healthcare sector, your Company provided financial assistance for the purchase of medical equipment for Bharat Ratna Dr. Babasaheb Ambedkar Memorial Hospital (Dr. BAMH/ BY), Byculla. This support aims to enhance the hospital's medical infrastructure and improve the quality of healthcare services.

Enhancing Rural Healthcare: Ambulance Support through NAAM Foundation across Maharashtra.

As part of your Company's CSR initiatives aimed at improving rural healthcare access, your Company provided financial assistance for the purchase of an ambulance through NAAM Foundation of rural areas of Maharashtra. This support is intended to enhance emergency medical services and ensure timely healthcare delivery to underserved communities.

Promoting Preventive Healthcare: RCF's Assistance for Medical Camp and Health Kits

As part of your Company's CSR initiatives in the healthcare sector, your Company provided financial assistance to Laxmi Charitable Trust for organizing general medical health check-up camps and distributing health kits at Raigad district. This initiative aims to promote preventive

healthcare and improve health awareness among underprivileged communities by offering free medical consultations and essential health supplies.

RCF Facilitates Advanced Skill Development for Nurses through Rugna Kalyan Samiti at Alibaug.

As part of your Company's CSR initiatives focused on skill development and healthcare, your Company provided financial assistance to Rugna Kalyan Samiti for conducting hi-tech training programs for nurses at the District Civil Hospital, Alibaug, dist. Raigad. This initiative is aimed at enhancing the clinical skills and technical knowledge of nursing staff, thereby improving the quality of patient care and strengthening the public healthcare system.

Financial Assistance for Training and Healthcare Equipment for Persons with Disabilities at Alibaug

As part of your Company's CSR initiatives focused on inclusivity and empowerment of persons with disabilities, your Company provided financial assistance to the National Association for the Blind (NAB) for conducting training programs for visually impaired individuals and procuring essential healthcare equipment. This initiative aims to enhance the self-reliance, employability, and overall well-being of differently-abled individuals by equipping them with practical skills and health support.

RCF Supports Practical Training for Youth through PM Internship Pilot Project

As part of your Company's commitment to youth development and skill enhancement under its CSR initiatives, your Company implemented the Prime Minister Internship Scheme - Pilot Project. This program aims to provide hands-on industry exposure and practical training to young graduates and students, equipping them with essential skills and experience to improve their employability and prepare them for future career opportunities.

RCF Funds Mobile Agricultural Health Unit through Mahatma Phule Krishi Vidyapeeth

As part of RCF's CSR initiatives supporting sustainable agriculture and farmer welfare, RCF provided financial assistance for the procurement of a 4-wheeler (Scorpio) equipped for use as a Mobile Sugarcane Crop Health Clinic. Implemented through Mahatma Phule Krishi Vidyapeeth, Rahuri (Government of Maharashtra), this project aims to deliver on-site diagnostics and expert guidance to sugarcane farmers, enabling timely identification of crop diseases and promoting best agricultural practices across rural regions of Maharashtra.

RCF Enhances Rural Education Infrastructure through Renovation Initiative

As part of your Company's CSR initiatives aimed at improving educational infrastructure in rural areas, your Company provided financial assistance to Child Dream's Social Foundation for the renovation and repair work

of schools under Mhasla Nagar Panchayat in Raigad District. This initiative is focused on creating a safe, clean, and conducive learning environment for students, thereby enhancing the overall quality of education and student well-being in the region.

Financial Assistance for Rajawadi and Sion Hospitals through Rotary Club of Chembur

As part of your Company's ongoing commitment to enhancing healthcare facilities, your Company provided financial assistance through the Rotary Club of Chembur for the procurement of essential medical equipment. This includes an Autoclave Sterilizing Machine for Rajawadi Hospital, Mumbai; a Tabletop Pulse Oximeter and Red 97 Catalogue for Sion Hospital; and two units of Neonatal Intensive Care Incubators for Sion Hospital. These contributions aim to strengthen critical care infrastructure, improve patient monitoring, and enhance neonatal care services, thereby supporting better health outcomes for patients in Mumbai.

RCF Financial Assistance for Elderly Care at Sneh Savali Old Age Home at Chhatrapati Sambhaji Nagar.

As part of your Company's CSR initiatives focused on senior citizen welfare, your RCF provided financial assistance to Sneh Savali Care Centre in support of the Sneh Savali Old Age Home. This assistance aims to enhance the living conditions, healthcare, and overall well-being of elderly residents, ensuring they receive compassionate care and a dignified life.

RCF Funds Sanitation Facilities for Marathi School through Lions Club of Vasai

As part of your Company's CSR initiatives aimed at improving sanitation and hygiene in schools, your Company provided financial assistance to the Lions Club of Vasai for the construction of toilet blocks at a local Marathi school in Arnala, Virar. This initiative seeks to promote better health and hygiene practices among students, creating a safer and more hygienic learning environment.

RCF Assists Jagdamb Foundation in Women's Healthcare Initiative

As part of your Company's CSR initiatives focused on healthcare and women's welfare, your Company provided financial assistance to Jagdamb Foundation for delivering medical healthcare services to single women in Aurangabad District. This program aims to improve access to essential health services, promote wellness, and support the overall well-being of vulnerable women in the community.

RCF Funds Sanitation Infrastructure at Arts, Commerce, and Science College, Osmanabad

As part of your Company's CSR commitment to improving educational infrastructure and sanitation, your Company provided financial assistance to Vishvabharati

Bahuddeshiya Shikshan Sanshta for the construction of separate toilet facilities for girls and boys at the Arts, Commerce, and Science College in Osmanabad. This initiative aims to promote hygiene, privacy, and a conducive learning environment for students.

RCF Funds Capacity Building and Medical Supplies for ASHA Workers

As part of your Company's CSR initiatives to strengthen community healthcare, your Company provided financial assistance to Kshitij Multipurpose Association for the procurement of medical equipment and the training of ASHA workers. This support aims to enhance the capacity of frontline health workers to deliver quality healthcare services in underserved areas, thereby improving health outcomes in the community.

Enhancing Critical Care Services: Financial Assistance for Cardiac Ambulance

As part of RCF's CSR initiatives to enhance emergency healthcare services, RCF provided financial assistance to Surajya Samajik Pratishthan for the purchase of a cardiac ambulance. This support aims to improve timely medical response and transportation for cardiac patients, thereby saving lives and strengthening critical care infrastructure in the community.

Promoting Menstrual Hygiene and Sustainability among Women and Girls

As part of your Company's CSR initiatives focused on women's health and hygiene, your Company provided financial assistance to the Centre for Transforming India to conduct awareness camps on menstrual hygiene for women and girls. This program also includes the distribution of menstrual cups to promote sustainable and hygienic menstrual practices, empowering women and girls in the community.

Enhancing Community Infrastructure through CSR: Toilet Renovation in Chembur

As part of your Company's CSR initiatives to improve community infrastructure, your Company provided financial assistance to The Fine Arts Society for the renovation of toilet facilities at their premises in Chembur, Mumbai. This support aims to enhance sanitation and hygiene for members and visitors, contributing to a healthier and more comfortable environment.

Enhancing Patient Care with NI-KSHAY Web-Based Management

As part of your Company's CSR initiatives to strengthen healthcare technology and patient management, your Company provided financial assistance for the implementation of the NI-KSHAY web-enabled patient management system. This system enhances the tracking, monitoring, and management of patients, improving healthcare delivery and outcomes.

RCF Funds Repair and Renovation of Schools through Child Dream's Social Foundation

As part of your Company's CSR initiatives to improve educational infrastructure, your Company provided financial assistance through Child Dream's Social Foundation for the renovation and repair of schools under the Mhasla Nagar Panchayat in Raigad district. This project aims to create a better learning environment for students by upgrading school facilities.

EFFECTIVE IMPLEMENTATION OFPUBLICPROCUREMENT POLICY FOR MICRO AND SMALL ENTERPRISES (MSEs)

Government of India, Ministry of Micro, Small and Medium Enterprises, vide order dated 23rd March 2012, notified the public procurement policy in respect of procurement of goods and services produced and provided by Micro, Small and Medium Enterprises and further amended it on 9th November 2018 vide Govt. of lndia Gazette Notification S.O. 5670(E) dated 9th November, 2018.

With amendment in Public procurement policy for Micro & Small Enterprises (MSEs) order, 2012 vide GoI Gazette Notification S.O. 5670(E) dated 9th November 2018, the percentage target of procurement of goods and services by Govt. Departments/CPSEs from MSEs is increased from 20% to at least 25% along with the provision of minimum 3% reservation for Women owned MSEs and 4 % reservation for SC/ST owned MSEs, within this 25% reservation. This amendment is made applicable from 9th November 2018.

Further, in the meeting held on 22nd June 2021 under the Chairmanship of Additional Secretary & Development Commissioner (MSME), the committee considered the proposal for exemption for the items which are beyond the scope of MSEs with minimum target of 40% from MSEs for all non-exempted items from FY 2021-22 onwards.

During the fiscal year 2024-25, the percentage of goods and services procured from MSEs at both the Trombay and Thal units is 55.03% ('854.24 Crore) of the total procurement cost of '1552.3 Crore, against target of 40%. The total procurement is calculated excluding Raw materials, gas, water, electricity, catalyst and proprietary items which cannot be procured from MSEs. For procurements from women-owned MSEs, the percentage achieved is 0.57% ('8.79 Crore) of the total procurement. Procurements from MSEs owned by SC/ST entrepreneurs is 0.36% ('5.56 Crore) of the total procurement. While the overall procurement target from MSEs has been pursued diligently, the achievement of sub-targets for procurement from women and SC/ST-owned MSEs remains contingent on their level of participation in tenders, fulfilment of prequalification criteria, competitiveness of quoted prices, and adherence to tender terms and conditions. These factors have posed challenges in fully meeting the sub-targets despite best efforts by the Company.

SUSTAINABLE DEVELOPMENT

Your Company has taken up several Sustainable development activities including the following:

New Sewage Treatment plant

Your Company is running Two Sewage Treatment Plants (STPs) at Trombay Unit with each plant having capacity to treat around 22.75 Million Litres per Day (MLD) of sewage received from MCGM which otherwise would have been drained in to the sea after preliminary treatment. The STP plants treat waste sewage generated in the city and convert it into treated water. Both plants together generate about 30 MLD of treated water which is being used in our plants as process water.

A portion of treated water generated (about 6 MLD) is supplied to M/s BPCL. Both STP plants of Your Company are of great value to residents of Mumbai and Society at large besides improving reliability of operations of RCF Trombay Unit. During the year 2024-25, about 7983 Million litres of treated water was generated at both STP plants.

Your Company has signed MoU with M/s BPCL on 14th January 2025 for supply of additional 2 MLD of treated water from RCF STP to BPCL Mumbai Refinery. Your Company has also signed MoU with M/s HPCL on 31st January 2025 for supply of 4 MLD treated water from RCF STP to HPCL Mumbai Refinery.

Solar Power Plant

As part of achieving ecologically sustainable growth, Your Company has forayed into solar power generation. Your Company has set up a 2.03 MWp ground mounted Photovoltaic Solar power plant in Trombay Unit. In addition to this, Your Company has commissioned solar rooftop facilities at Thal and Trombay with an aggregate capacity of 2.15 MWp. The power generated is used for captive consumption, thereby reducing your Company's power import to the equivalent extent.

The green power generated by solar plants replaces the conventional power generated through burning of fossil fuels leading to reduction in overall Greenhouse gas emissions.

At RCF, during the year 2024-25, 4745 MWh of solar power was generated. Also, during the year 2024-25, 2431 no. of Solar Renewable Energy Certificates (RECs) were generated.

VIGILANCE

Dr. Rahul S. Jagtap from Indian Statistical Service heads the Vigilance Department as Chief Vigilance Officer (CVO) w.e.f. March 30, 2024. The CVO leads a team of Vigilance Officers who are drawn from various functional departments of RCF and posted in the Vigilance department at the Mumbai Corporate office and Thal Unit, Alibag. The Vigilance Department is committed to

bringing greater transparency, fairness, and efficiency in all types of transactions and the execution of works in the company, in line with the guidelines of the Central Vigilance Commission (CVC). With the preventive vigilance objectives of being watchful and alert, regular watch is being kept on various activities of finance, personnel, operation, marketing, material, and contracts etc., in the location of Corporate Office Trombay Unit, Thal Unit and Marketing offices situated across the country. The Vigilance Department collects intelligence about the corrupt practices committed or likely to be committed by the employees and carries out investigations on the allegations reported. From April, 2024 to March, 2025, the Vigilance Department has processed 45 number of complaints. Systemic improvements and corrective actions are suggested wherever necessary. The Online Vigilance Complaints Management System (VCMS) is also being used for receiving complaints. The Online Vigilance Clearance System (OVCS) is being used for processing speedy Vigilance Clearances/Status of the employees for foreign visits, promotion, superannuation, PSU, and government job applications and resignation. The Vigilance Department has always emphasized spreading awareness about rules/regulations, procedures and solicited information as well as complaints from all regarding any malpractices or corruption. Besides, carrying out such awareness through the online and offline preventive vigilance training programmes for Management trainees, junior, middle, senior level Managers, Vigilance team has given thrust on inculcating the importance of ethics and integrity among the employees and always encouraged them to follow the ideology "All officer are Vigilance Officers and to implement various directives of CVC."

As per CVC's circular No.08/08/24 dt. 01.08.2024, three month's Precursor campaign on preventive vigilance cum housekeeping activities was taken up and successfully completed during the period from 16th August to 15th November, 2024 as a prelude to Vigilance Awareness Week 2024 with focus areas like; Capacity Building Programs (Preventive Vigilance training Programmes were conducted for all Officers including management trainees covering topics like CDA Rules, Contract Management and Vigilance, Vigilance Scrutiny Observations and Annual Property Return, Public Procurements, Ethics and Governance, Systems and Procedure of organization, Cyber Hygiene and Security), Identification and implementation of systemic improvement measures, Dynamic Digital Presence, Updation of Circulars/Guidelines/ Manuals, Disposal of complaints received before June 30, 2024. The Vigilance department focused on leveraging technology for enhanced real-time monitoring, data analysis, and rapid response, ensuring proactive security and safety measures. The new areas suggested were a portal for the compilation of Quarterly Progress Report on high value contracts for CTE of CVC, Disciplinary Proceeding Portal and portal for non-officers to avail interest subsidy from RCF on House and Building Loan. The existing Online Vigilance Clearance System (OVCS) and Annual Property Return System was also modified to bring more transparency and increase efficiency. Vigilance Awareness

Week-2024 on the theme "Culture of Integrity for Nation's Prosperity" based on the CVC circular 08/08/2024 dated

01.08.2024, was observed from October 28 to November 3, 2024 in RCF Trombay unit, Thal unit, and Marketing offices across the country. During this week, the activities received overwhelming response and participation from stakeholders in various activities such as taking integrity pledge, Slogan, Elocution, Poster Online Quiz, Street Play etc. competitions for RCF employees; Essay, Poster competition for school going students; Online Quiz competition for Fertilizer dealers, IPD dealers, Farmers and for other stakeholders, Gram Sabha, Walkathon. A sensitization seminar was also arranged on the theme of VAW-2024. Social media platforms like Twitter, WhatsApp, and Email/ SMS were extensively used for spreading awareness among the stakeholders and citizens about the activities of the abovesaid precursor campaign and Vigilance Awareness Week.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis report for the year under regulations 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, highlighting the industry structure and developments, opportunities and threats, future outlook, risk and concerns etc. is annexed as Annexure II and form an integral part of this report.

PUBLIC DEPOSIT

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

OFFICIAL LANGUAGE POLICY AND INITIATIVES

Your Company has fully endeavoured to implement the provisions of Official Language Act, 1963 and the policy of the Government. Publicity material and literature for employees and farmers are made available in Hindi and other regional languages.

With a view to promote Hindi in office work and as per the direction of the Ministry of Chemicals and Fertilizers, Department of Fertilizers, Hindi Pakhwada was celebrated from 14^th to 28^th September, 2024. On this occasion, various competitions and kavi sammelan were organized for the employees. 'Marathi Bhasha Samvardhan Pandharvada' was celebrated from 14^th to 28^th January, 2025. During this period, various Marathi lectures, cultural programs and Marathi competitions were organized.

AUDITORS

a. STATUTORY AUDITORS AND THEIR REPORT

The Comptroller and Auditor General of India (CAG) has appointed, M/s K. Gopal Rao & Co. (Firm Registration Number 000956S ) and M/s. Parakh & Co. (Firm Registration Number 001475C ) as Joint Statutory Auditors of your Company for the financial

year 2024-25. The Auditors would be retiring at the conclusion of the Forty Seventh Annual General Meeting.

There are no qualifications, reservations or adverse remarks made by Statutory Auditors, in their report.

The Statutory Auditors for the financial year 202526 will be appointed by the CAG. However, their remuneration is required to be fixed at the AGM by the members.

b. COST AUDITORS AND THEIR REPORT

Your Company is maintaining Cost Accounting Records as prescribed under the Companies (Cost Records and Audit) Rules, 2014, specified by the Central Government under Section 148(1) of the Companies Act, 2013.

Your Directors, on the recommendation of Audit Committee, has appointed M/s K.G. Goyal & Associates, Cost Accountants (FRN No.000024), as Cost Auditor to audit the cost accounts of the Company for the year 2025-26 on a remuneration of ' 2.80 lakh excluding applicable taxes. As required under the Companies Act, 2013, the remuneration payable to cost Auditor is required to be placed before the members in a general meeting for their ratification. Accordingly, a resolution seeking Members' approval for the remuneration payable M/s K.G. Goyal & Associates, Cost Auditor forms part of the notice convening the Annual General Meeting for their ratification.

The cost audit reports are filed with the Central Government in the prescribed form within the stipulated time. There are no qualifications in the Cost Audit Report by the Cost Auditors for FY 2023-24.

The Cost Audit Report for the financial year ended March 31, 2025 will be filed within the prescribed time period under the Companies (Cost Records & Audit) Rules, 2014.

c. SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Bhandari and Associates, a firm of Company Secretaries in Practice (C.P. No. 366) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure III and forms an integral part of this Report.

Observations made by Secretarial Auditor

M/s. Bhandari and Associates, Practising Company Secretaries, Secretarial Auditor of the Company has made the following observations in their Secretarial Audit

Report:

a) i. As per Regulation 17(1)(a) of the Listing

Regulations, board of directors shall have an optimum combination of executive and nonexecutive directors with at least one woman director and not less than fifty percent of the board of directors shall comprise of nonexecutive directors. The Company did not have requisite number of non- executive directors from November 05, 2024 to March 31, 2025.

ii. As per the proviso of Regulation 17(1)(a) of the Listing Regulations, the Board of directors of top 1000 listed entities shall have at least one independent woman director. The Company was in top 1000 listed entities on the basis of market capitalisation as at March 31, 2024 and the Company did not have an independent woman director on its Board from April 1, 2024 to March 31, 2025.

iii. As per Regulation 17(1)(b) of the Listing Regulations and DPE Guidelines, the Chairman being an Executive Director, at least half of c) the Board of Directors should be comprised of Independent Directors and as per section 149(4)

of the Act at least one-third of the total number of Directors shall be Independent Directors. The Board of Directors comprised of six Directors, constituting of four Executive Directors (including the Chairman & Managing Director) and two Nominee Director (non-executive) as on March 31, 2025 and therefore, the Company did not have requisite number of Independent Directors from April 01, 2024 to March 31, 2025.

iv. As per Regulation 17(1)(c) of the Listing

Regulations, the Board of Directors of the top 2000 listed entities shall comprise of not less than six directors. The Board of Directors comprised of five directors from November 05,

2024 to January 27, 2025 and therefore, the Company did not have at least six directors for the aforesaid period.

v. As per Regulation 17(2A) of the Listing

Regulations, the quorum for every meeting of the board of directors of the top 2000 listed entities shall be one-third of its total strength or three directors, whichever is higher, including at least one independent director. There was no Independent Director present in the Board meetings held on November 13, 2024, February 12, 2025 and March 17, 2025 and hence, requisite quorum was not present in the aforesaid Board meetings.

b) i. As per Regulation 18(1)(b) of the Listing

Regulations and DPE Guidelines, at least two- thirds of the directors shall be independent directors and as per section 177 of the Act, the

Audit Committee shall consist of a minimum of three directors with independent directors forming a majority. The Audit Committee did not have requisite number of Independent Directors from April 01, 2024 to March 31, 2025.

ii. As per Regulation 18(1)(d) of the Listing

Regulations and DPE Guidelines, the chairperson of the audit committee shall be an independent director. The Audit Committee did not have an Independent Director as the Chairperson for the period from November 05, 2024 to March 31, 2025.

iii. As per Regulation 18(2)(b) of the Listing

Regulations and DPE Guidelines, the quorum for Audit Committee meeting shall either be two members or one third of the members of the audit committee, whichever is greater, with at least two independent directors. The requisite quorum was not present during the Audit Committee meetings held from April 01, 2024 to March 31, 2025.

i. As per Regulation 19(1)(b) of the Listing

Regulations and DPE guidelines and as per section 178 of the Act, all the directors of the Nomination and Remuneration Committee shall be non-executive directors. The Nomination and Remuneration Committee comprised of Whole Time Directors from April 01, 2024 to March 31, 2025.

ii. As per Regulation 19(1)(c) of the Listing

Regulations and DPE guidelines, atleast two- thirds of the directors shall be independent director and as per section 178 of the Act, not less than one-half of the directors shall be independent director. The Nomination and Remuneration Committee did not have requisite number of Independent Director from April 01, 2024 to March 31, 2025.

iii. As per Regulation 19(2) of the Listing Regulations and DPE Guidelines the Chairperson of the Nomination and Remuneration Committee shall be an independent director. The Nomination and Remuneration Committee of the Company did not have an Independent Director as the Chairperson for the period from November 05,

2024 to March 31, 2025.

iv. As per Regulation 19(2A) of the Listing Regulations, the quorum for Nomination Remuneration committee meeting shall either be two members or one third of the members of the Nomination and Remuneration Committee whichever is greater, with at least one independent director. No Independent director was present in the Nomination and Remuneration meetings held on February 12,

2025 and March 17, 2025. Hence, requisite

quorum was not present in the aforesaid Nomination and Remuneration Committee meetings.

d) i. As per Regulation 20(2) of the Listing

Regulations and Section 178(5) of the Act, the chairperson of the Stakeholder Relationship

Committee shall be a non-executive director.

The Stakeholder Relationship Committee did not have chairperson as non-executive director from November 05, 2024 to March 31, 2025.

ii. As per Regulation 20(2A) of the Listing

Regulations, the Stakeholder Relationship committee shall have at least three directors, with at least one being independent director. The Stakeholders and Relationship Committee did not have an Independent Director as a member from November 05, 2024 to March 31, 2025.

e) As per Regulation 21(2) of the Listing Regulations, the Risk Management Committee shall have minimum three members with majority of them being members of the board of directors, including at least one independent director. The risk Management Committee did not have an Independent Director as a member from November 05, 2024 to March 31, 2025.

f) As per Regulation 25(3) of the Listing Regulations, the Independent directors of the Company shall hold at least one meeting in a financial year, without the presence of non-independent directors and members of the management. The Company did not held meeting of Independent Directors from April 01, 2024 to March 31, 2025. Further, the Company has not conducted performance evaluation of the Board as prescribed in Regulation 25 (4) Listing Regulations.

g) As per Section 135(1) of the Act, the Corporate Social Responsibility committee shall consist of three or more directors, out of which at least one director shall be an independent director. The Corporate Social Responsibility committee of the Company did not have an Independent Director as a member for the period from November 05, 2024 to March 31, 2025.

Compan's response on observations made by Secretarial

Auditors

The Company's response on observations made by

Secretarial Auditors are as under :

a (i) to (iii) Being Government Company under the administrative control of the Department of Fertilizers, Ministry of Chemicals and Fertilizers, Govt. of India, the Directors of the your Company are appointed by the Government of India. The Company has been continuously following up with the Government of India for appointment of Independent Directors

including independent woman director and it is given

to understand that the Government is in the process

of appointing requisite number of Independent

Directors including independent woman director.

(iv) & (v) Due to cessation of one Independent Director w.e.f. November 05, 2024, the Company had only five Directors on the Board. Being Government Company under the administrative control of the Department of Fertilizers, Ministry of Chemicals and Fertilizers, Govt. of India, the Directors of the your Company are appointed by the Government of India. The Government of India appointed Director (Marketing) w.e.f. January 28, 2025. Hence, the Company has complied with the said regulation w.e.f. January 28, 2025.

(b) (i) & (iii) The Company has only one Independent Director on its Board from April 01, 2024 to November 4, 2024. Being Government Company under the administrative control of the Department of Fertilizers, Ministry of Chemicals and Fertilizers, Govt. of India, the your Directors of the Company are appointed by the Government of India. The Company has been continuously following up with the Government of India for appointment of Independent Directors .

(ii) Due to the cessation of one Independent Director with effect from November 5, 2024, the Company did not have any Independent Director on the Board. Being Government Company under the administrative control of the Department of Fertilizers, Ministry of Chemicals and Fertilizers, Govt. of India, the Directors of the your Company are appointed by the Government of India. The Company has been continuously following up with the Government of India for appointment of Independent Directors.

(c) (i) to (ii) The Company has only one Independent Director on its Board from April 01, 2024 to November 4, 2024. Being Government Company under the administrative control of the Department of Fertilizers, Ministry of Chemicals and Fertilizers, Govt. of India, the your Directors of the Company are appointed by the Government of India. The Company has been continuously following up with the Government of India for appointment of Independent Directors .

(ii) & (iv) Due to the cessation of one Independent Director with effect from November 5, 2024, the Company did not have any Independent Director on the Board. Being Government Company under the administrative control of the Department of Fertilizers, Ministry of Chemicals and Fertilizers, Govt. of India, the Directors of the your Company are appointed by the Government of India. The Company has been continuously following up

with the Government of India for appointment of Independent Directors .

(d) (i) & (ii) The Company has only one Independent Director on its Board from April 01,2024 to November 04,2024. Being Government Company under the administrative control of the Department of Fertilizers, Ministry of Chemicals and Fertilizers, Govt. of India, the Directors of the your Company are appointed by the Government of India. The Company has been continuously following up with the Government of India for appointment of Independent Directors.

(e) The Company has only one Independent Director on its Board from April 01,2024 to November

04.2024. Being Government Company under the administrative control of the Department of Fertilizers, Ministry of Chemicals and Fertilizers, Govt. of India, the Directors of the your Company are appointed by the Government of India. The Company has been continuously following up with the Government of India for appointment of Independent Directors.

(f) The Company has only one Independent Director on its Board from April 01,2024 to November

04.2024. Being Government Company under the administrative control of the Department of Fertilizers, Ministry of Chemicals and Fertilizers, Govt. of India, the Directors of the your Company are appointed by the Government of India. The Company has been continuously following up with the Government of India for appointment of Independent Directors.

(g) The Company has only one Independent Director on its Board from April 01, 2024 to November 4, 2024. Being Government Company under the administrative control of the Department of Fertilizers, Ministry of Chemicals and Fertilizers, Govt. of India, the your Directors of the Company are appointed by the Government of India. The Company has been continuously following up with the Government of India for appointment of Independent Directors .

d. SECRETARIAL STANDARDS

During the year 2024-25, your Company has complied

with the applicable Secretarial Standards issued by

the Institute of Company Secretaries of India.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

The Department of Fertilizers (DoF), vide letter no.12022/2/2024-UPP (E.38249) dated June 25, 2025, has not accepted the request of the Company for recognition of EPMC gas/Spot gas procured for Urea operations for the production of Trombay Urea for the years 2021-22

and 2022-23. The non-recognition is expected to have an adverse financial impact of approx. '204.14 crore. The Company is once again representing the matter to DoF for reconsideration since the non-recognition is not in accordance with the principles of gas pooling mechanism.

REPORTING OF FRAUDS

During the year 2024-25, no material fraud by the Company or on the Company has been noticed or reported during the year except two instances of fraudulent presentation of cheques issued out of the cheque leaves which was found missing, aggregating to ' 0.99 Crore. Your Company had immediately initiated action for stop payment of such cheques and such cheques were not encashed. Your Company has filed a complaint/FIR with the police and matter is under investigation. Further, your Company has initiated action with reference to blocking of all missing cheque leaves with the bank and has issued a public notice with respect to such missing cheques in renowned newspaper on all India basis.

INSOLVENCY AND BANKRUPTCY CODE

There are no applications made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

ONETIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION

As no settlement has taken place with any of the Bank or Financial Institution during the financial year, therefore, no disclosure or reporting is required in respect of the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

BANKS AND FINANCIAL INSTITUTIONS

Your Company is prompt in making the payment of interest and repayment of loans to the financial institutions / banks. During the COVID-19 Pandemic period, it has not availed any moratorium on any of its payments to the institutions. Banks and Financial Institutions continue their unstinted support in all aspects and the Board records its appreciation for the same.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of section 134(3) (c) of the Companies Act, 2013:

i] that in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii] the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as

to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date;

iii] that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv] the annual accounts have been prepared on a going concern basis;

v] that the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

vi] that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance practices followed by the Company, together with a certificate of Compliance from the Practising Company Secretary forms an integral part of this report.

COMPLIANCE OF CORPORATE GOVERNANCE GUIDELINES ISSUED BY DEPARTMENT OF PUBLIC ENTERPRISES

DPE, Government of India, has laid down certain parameters for the purpose of grading the CPSEs on the basis of their compliance with guidelines on Corporate Governance and this report needs to be submitted to the Government on quarterly/annual basis. Your Company has been complying with the Guidelines on Corporate Governance for CPSEs laid down by DPE and regularly submits reports to the Government. The Company expects 'Excellent Rating' to your Company for the year 2024-25.

INTERNAL FINANCIAL CONTROL OVER FINANCIAL REPORTING

Your Company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Your Company's internal financial control over financial reporting includes those policies and procedures that:

(1) pertains to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of Management and Directors of the Company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

KEY MANAGERIAL PERSONNEL

The following are Key Managerial Personnel of the Company as on March 31, 2025:

1. Shri S. C. Mudgerikar [DIN 03498847], Chairman & Managing Director

2. Ms Nazhat J. Shaikh [DIN 07348075], Director (Finance) & CFO

3. Ms Ritu Goswami [DIN 10463372], Director (Technical)

4. Shri Niranjan S. Sonak [DIN 10926090 ], Director (Marketing) (w.e.f.28.01.2025)

5. Shri Jai Bhagwan Sharma [FCS 5030], Company Secretary

CHANGES IN THE BOARD OF DIRECTORS

Shri Gopinathan Nair Anilkumar [DIN 09447818] ceased as Independent Director w.e.f. November 5, 2024 after completion of his term.

Shri Niranjan S. Sonak [ DIN 10926090] appointed as Director (Marketing) on the Board of the Company w.e.f. January 28, 2025.

Ms Aparna S. Sharma (DIN 07798544) appointed as Government Nominee Director on the Board of the Company w.e.f. February 18, 2025.

Dr. Ajay Shanker Singh (DIN 10449154) ceased as Government Nominee Director on the Board of the Company w.e.f. February 18, 2025.

Shri Gopinathan Nair Anilkumar [DIN 09447818] appointed as Independent Director on the Board of the Company w.e.f. May 9, 2025.

Prof Anjula Murmu [DIN 09565841] appointed as Independent Director on the Board of the Company w.e.f. May 9, 2025.

Shri Partha Sarathi Ghosh [DIN 09517108] appointed as Independent Director on the Board of the Company w.e.f. May 9, 2025.

Ms Sipra Bajpai [DIN 11287685] appointed as an Independent Director on the Board of the Company w.e.f. September 11, 2025.

The Board has placed on record their appreciation of the Directors who have ceased to be members of the Board for the valuable contribution made and the guidance / suggestion provided by them which has greatly benefited the company.

As per Section 152 of the Companies Act, 2013, Ms Nazhat J. Shaikh [DIN 07348075] and Ms Ritu Goswami (DIN: 10463372), Directors retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS

The Company's independent directors are eminent professionals with several decades of experience in banking and financial services, technology, finance, governance and management areas and are fully conversant and familiar with the business of the Company.

The Company has an ongoing familiarisation programmes for all Independent directors with regard to their roles, duties, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business model of the Company, etc.

All the Independent Directors of the Company have registered their names in the Independent Directors Databank as required under the Act and the Rules referred therein. The Independent Directors are also required to take up an online proficiency self assessment test within two years from the date of inclusion of their name in the Independent Directors databank, unless exempted from such requirement, under the Act and the Rules referred therein.

Board opined that Independent Directors of the Company has made significant participation and contribution, commitment, effective deployment of knowledge and expertise, integrity and maintenance of confidentiality and independence of behaviour and judgement.

INDEPENDENT DIRECTOR'S DECLARATION

The Company has received the Certificate of Independence from the Independent Directors confirming that they meet the criteria prescribed for Independent Directors under the provisions of the Companies Act, 2013 and SEBI (LODR). The Independent Directors have confirmed that they are registered with the database maintained by the Indian Institute of Corporate Affairs (IICA) under the Ministry of Corporate Affairs.

The Company being a Government Company, the power to appoint Directors (including Independent Directors) vests with the Government of India. The Directors are appointed by following a process as per laid down guidelines. In the opinion of the Board, the Independent Directors possess the desired expertise, experience and integrity.

A separate meeting of Independent Directors was not held during the year.

COMMITTEES OF THE BOARD

The Company's Board has the following committees:

i. Audit Committee

ii. Stakeholders Relationship Committee

iii. Share Transfer Committee

iv. Nomination and Remuneration Committee

v. Committee on Corporate Social Responsibility & Sustainability Develpment Committee (CSR & SD)

vi. Empowered Committee for Procurement.

vii. Risk Management Committee

viii. Empowered Committee for Procurement of Urea on Govt. Account

ix. Debenture Allotment Committee

The details of the committees along with their composition, number of meetings held and attendance of each Director at the meetings are provided in the Corporate Governance Report.

POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

As per notification dated June 5, 2015 issued by Ministry of Corporate Affairs, provision of section 134(3) (e) of the Companies Act, 2013 regarding disclosure of its policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matter provided under sub- section (3) of section 178 of the Companies Act, 2013 are not applicable to a Government company.

Your Company being a Government company, the above provisions are not applicable to it.

Similarly, section 197 of the Companies Act, 2013 requiring disclosure of ratio of the remuneration of each director to the median employee's remuneration and other such details including the name and other particulars of every employee of the company, who if employed throughout/ part of the financial year, was in receipt of remuneration in excess of the limits set out in the rules, are not provided in terms of section 197(12) read with rule 5(1) (2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, being not applicable to a Government company as per notification dated June 5, 2015 issued by Ministry of Corporate Affairs.

MEETINGS OF THE BOARD

Fourteen (14) Board Meetings were held during the year. The details of the Board Meetings held during the financial year 2024-25 are provided in the Corporate Governance Report.

BOARD EVALUATION

Section 134(3) (p) of the Companies Act, 2013 requires the Company to disclose the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual Directors. As per notification dated June 5, 2015 issued by Ministry of Corporate Affairs, provision of section 134(3) (p) of the Companies Act, 2013 shall not apply in case Directors are evaluated by the Ministry which is administratively in charge of the Company, as per its own evaluation methodology. Your Company, being a Government Company, the performance evaluation is carried out by the Administrative Ministry (Ministry of Chemicals & Fertilizers), Government of India, as per applicable Government Guidelines.

Your Company has evaluated the performance of the Independent Directors for the year 2024-25 as per regulation 17(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of Loans given, Investments made, Guarantees given and Securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the notes to the financial statements.

CREDIT RATINGS

The Credit rating assigned by Rating Agencies for the various debt instruments of the Corporation is provided in the Corporate Governance Report.

PARTICULARS OF EMPLOYEES

During the year under review, none of employees of the Company had drawn remuneration in excess of the limits prescribed under section 134(3) (c) of the Companies Act, 2013 read with Companies (Appointment of Managerial Personnel) Rules, 2014.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The details of Vigil Mechanism/Whistle Blower Policy are provided in Corporate Governance Report.

RELATED PARTY TRANSACTIONS

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

All Related Party Transactions are placed before the Audit Committee and also before the Board for approval. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

The details of the investment in equity made by the Company as on March 31, 2025 is as under:

' Crore

* Company has made full provision towards the value of investment.

Further, your Company has invested '200 Crore as an additional equity share capital in Talchar Fertilizers Limited in April 2025.

The details of transactions with related parties are provided in the accompanying financial statements. There are no transactions to be reported in Form AOC-2.

INTER CORPORATE DEPOSIT

In connection with one time settlement entered into with Dena Dank, the Company had paid total ' 51 crore (' 12 crore during the year 2017-18 and Rs 39 crore during the year 2018-19) to Dena Bank as one time settlement which includes an amount of ' 25.50 crore being the share of The Fertilisers and Chemicals Travancore Limited (FACT), the joint venture partner in FRBL. This amount is shown as interest bearing inter corporate deposit given. FACT has to repay the same in five annual equal instalments commencing from December 2020. FACT has made payment of Fifth and last installment as per agreement.

UNSECURED INTER CORPORATE LOAN

Your Company has provided an unsecured Inter Corporate Loan to Talcher Fertilizers Limited (TFL), a joint venture company in June2025, amounting to '233 Crore at the rate of 6 months SBI MCLR plus 0.65% for a period of not exceeding 6 months with repayment option with a notice of 7 days.

ISSUE AND REDEMPTION OF OF NON CONVERTIBLE DEBENTURES (NCDS) BONDS ON PRIVATE PLACEMENT BASIS

Your Company has allotted 30,000, Listed, Unsecured, Rated, Redeemable, Taxable, Non-Convertible Bonds in the nature of Debentures (NCDs) of face value of '1,00,000/- ((Rupees One Lakh only) each, aggregating to ' 300 crore (Rupees Three Hundred Crore only) on private placement basis for cash at par, in dematerialized form (ISIN: INE027A08028), through BSE Electronic Book Platform (EBP) on August 7, 2024 .The NCDs are for a tenure of Three years, carrying interest @ 7.99% p.a.

payable annually. NCDs are listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE), on the Whole Sale Debt Market (WDM) Segment. The Company has appointed M/s SBICAP Trustee Company Limited as Debenture Trustee for the said debt securities.

Your Company has allotted 30,000, Listed, Unsecured, Rated, Redeemable, Taxable, Non-Convertible Bonds in the nature of Debentures (NCDs) of face value of '1,00,000/- ((Rupees One Lakh only) each, aggregating to ' 300 crore (Rupees Three Hundred Crore only) on private placement basis for cash at par, in dematerialized form (ISIN: INE027A08036), through BSE Electronic Book Platform (EBP) on June 30, 2025.The NCDs are for a tenure of Three years, carrying interest @ 7.49% p.a. payable annually. NCDs are listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE), on the Whole Sale Debt Market (WDM) Segment. The Company has appointed M/s SBICAP Trustee Company Limited as Debenture Trustee for the said debt securities.

During the year, 3,000, Listed, Unsecured, Rated, Redeemable, Taxable, Non-Convertible Bonds in the nature of Debentures (NCDs) of face value of '10,00,000/- ((Rupees Ten Lakh only) each, aggregating to ' 300 crore (Rupees Three Hundred Crore only) on private placement, in dematerialized form (ISIN: INE027A08010), have been redeemed on January 31, 2025.

5,000, Rated, Listed, Secured, Redeemable, Non- Comulative, Taxable, Non-Convertible Bonds in the nature of Debentures (NCDs) of face value of '10,00,000/- ((Rupees Ten Lakh only) each, aggregating to ' 500 crore (Rupees Five Hundred Crore only) on private placement, in dematerialized form (ISIN: INE027A07012), have been redeemed on August 5, 2025.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.The Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

During the year, one complaint of Sexual Harassment of Women at Workplace was received by the internal complaints committee formed by your Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, committee disposed of one (1) complaints of Sexual Harassment of Women at Workplace.

RIGHT TO INFORMATION (RTI)

In order to promote transparency and accountability, an appropriate mechanism has been set up across

the Company in line with the provisions of the Right to Information Act, 2005. Your Company has nominated CPIO/ACPIOs/ Appellate Authorities at its units/offices across the Company to provide information to citizens under the provisions of the RTI Act.

During the year under review, your Company has received 649 RTI applications out of which 646 have been replied.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed to this Report as Annexure IV and form an integral part of this report.

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return in Form MGT 7 as on March 31, 2025 is available on the Company's website on https://www.rcfltd.com/investerrelations/annual-return

INVESTOR EDUCATION & PROTECTION FUND (IEPF)

The details of unpaid / unclaimed dividend and shares transferred to the IEPF in compliance with the provisions of the Companies Act, 2013 has been provided in the Corporate Governance Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Pursuant to Regulation 34 (2) (f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report initiatives taken from an environmental, social and governance prospective in the prescribed format is available as a separate section of the Annual Report and forms an integral part of this report. Business Responsibility Report is also available on the Company's website www.rcfltd.com.

ACKNOWLEDGMENT

Your Directors wish to gratefully acknowledge the valuable guidance and continued support extended by Government of India and in particular, the Department of Fertilizers and the Office of Fertilizer Industry Coordination Committee (FICC), Railways, DPE, Members of MOU Task force, and other Central Government Departments and Agencies.

The Board also wishes to acknowledge with sincere gratitude, the help and unstinted support from the Government of Maharashtra and other State Governments, MSEB, MIDC, various Media, Municipal

Authorities, Maharashtra Pollution Control Board, Factory Inspectorate and IBR, Bankers to your Company, Financial Institutions, Dealers and Customers.

Your Board wishes to acknowledge gratefully, the confidence posed, unstinted support and suggestions made to the Board by the esteemed Share Owners of the Company. The Board also wishes to place on record the positive suggestions and guidance provided by the Statutory Auditors, Cost Auditors, the Office of the Principal Director of Commercial Audit and Secretarial Auditor.

You Board wishes to acknowledge with sincere gratitude, the help and unstinted support from Trade Unions & Officers Association for your unwavering support.

Last but not the least, your Directors take pleasure in placing on record their deep appreciation of the excellent contribution made by the employees of your Company at all levels, without which your Company would not have achieved such good performance.

Sd/-

[S. C. Mudgerikar] Chairman & Managing Director

Place: Mumbai

Date: September 24, 2025