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.

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 primari¬
ly 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, aggra¬
vating the overall impact.

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

•    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)

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

RESEARCH AND DEVELOPMENT

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 well¬
being 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 water¬
borne 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 well¬
being 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 2025¬
26 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 non¬
executive directors with at least one woman
director and not less than fifty percent of
the board of directors shall comprise of non¬
executive 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
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.

c) 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 INDEPEN¬
DENT 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:

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 ABSORP¬
TION 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 Co¬
ordination 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