The Directors of your Company have pleasure in presenting this 46^th Annual Report on the working of your Company together with the Audited Financial Statements for the year ended March 31, 2024.

FINANCIAL PERFORMANCE

' Crore

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

a. Lower margins of Industrial products impacted profitability on account of volatility in international markets

b. Production of Urea beyond reassessed capacity adversely impacted Thal Urea profitability on account of lower import purchase price.

c. The steep reduction in subsidy owing to fall in NPK nutrients effective from October 1, 2023, impacted the operating margins of manufactured NPK fertilizers.

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 2022-23.

The performance rating for 2023-24 MoU is yet to be finalised by the Government.

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 ' 1.24 per equity share of '10/- each for the financial year 2023-24, which would involve a total cash outflow of '68.41 Crore ('88.27 Crore as Interim Dividend and ' 204.12 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 '227.74 Crore (' 967.15 Crore in the previous year). Remeasurement of defined benefit plans resulted in loss of ' 22.37 crore (previous year '35.76 crore). The dividend pay-out pertaining to financial year 2022-23 was '204.12 Crore ('137.92 Crore pertaining to financial year 202122 and interim dividend pertaining to financial year 2022-23 was '88.27 Crore).The balance amount of ' 1.25 Crore ('705.20 Crore in the previous year 2022-23) was transferred to General Reserves.

AWARDS WON

As in the past, your Company has won many awards during the year 2023-24, some of which are as under:

• 21^st Annual Greentech Safety Award 2023 for Safety Excellence

• Golden Peacock Awards for Energy Efficiency 2023

• Green Excellence Award in Environment Management at Navabharat Environment Conclave and Summit 2023.

• Highest Platinum Award in Fertilizer Sector for outstanding Achievement in OHS Management announced by Grow Care India at the hands of Hon. Shri Daya Shankar Singh, Minister of Transportation, UP.

• "23^rd Annual Greentech Environment Award-2023" for outstanding achievements in "Environment Protection" category

• Winner" of "Greentech Pollution Control Waste Management & Recycling (PCWR) Award 2024" for outstanding achievements in "Innovative Waste Management Technology" Category.

• SCOPE award for best women employee (nonexecutive category) for the year 2023-24 in the 1^st runner up position was bestowed on Mrs. Swardha Tirlokar of R&D department.

OPERATIONAL RESULTS Thai Unit

During the year, the unit produced 18.42 lakh MT of Urea compared to 18.80 lakh MT produced during the previous year. In terms of nutrients in the fertilisers, the unit produced 8.47 lakh MT of N during the year, compared to 8.65 lakh MT during previous year.

Trombay Unit

The Trombay Unit produced 3.35 lakh MT of Urea & 5.77 lakh MT of Suphala during the year compared to 3.16 lakh MT of Urea & 6.43 lakh MT of Suphala produced respectively during the previous year . In terms of Nutrient values, the unit produced 2.41 lakh MT of N, 0.87 lakh MT of P₂O₅ and 0.87 lakh MT of K₂O during the year compared to 2.42 lakh MT of N, 0.96 lakh MT of P₂O₅ and 0.96 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. 5.08 lakh MT of various major industrial chemical products as against approx. 5.79 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 36.01 lakh MT during the year 2023-24 as compared to 33.14 lakh MT during the previous year. Your Company sold 21.57 lakh MT of Urea, 5.60 lakh MT of Suphala, 0.24 lakh MT of City Compost/PDM/PROM and 8.54 lakh MT of other bought out products i.e. DAP, MOP, Imp NPK etc. As compared to 22.08 lakh MT of Urea, 6.09 lakh MT of Suphala, 0.38 lakh MT of City Compost/PDM/PROM and 4.47 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 2023-24 was 27.17 lakh MT as against 28.23 lakh MT during the previous year.

Your company sold 8.54 LMT Imported products i.e. DAP, MOP and Imp NPK etc. as compared to 4.47 LMT during previous year. Sales of imported fertilizers registered growth of 91 % over previous year.

The sale of Microla touched 312 KL during the year . Other products such as Biola, Sujala, pH balancer, Shubhada, Silica and OGS also registered healthy volumes during the year.

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

s 9% increase in total fertilizer sales over previous year.

s Sales of Imported products increased by 91% (from 4.47 LMT in 2022-23 to 8.54 LMT in 2023-24) over previous year.

s Ever highest sales volume of 8.54 LMT of Non-Urea traded products.

s Ever highest sale of all imported products (DAP, NPK 10:26:26, NPK 20:20:0:13).

s Imported DAP sales increased by 73% (from 2.98 LMT in 2022-23 to 5.17 LMT in 2023-24) over previous year.

s Imported NPK 10:26:26 sales increased by 478% (from 0.29 LMT in 2022-23 to 1.66 LMT in 2023-24) over previous year.

s Imported 20:20:0:13 sale increased by 13% (from 1.20 LMT in 2022-23 to 1.36 LMT in 2023-24) over previous year.

s Total market share of fertilizer products increased from 5.65% (2022-23) to 6.02% (2023-24).

s Market share of Imp. DAP increased from 2.86% (2022-23) to 4.78% (2023-24).

s Market share of NPK (Ind. Imp.) increased from 7.58% (2022-23) to 8.11% (2023-24).

s The sales of PDM increased by 41% (from 8764 MT in 2022-23 to 12400 MT in 2023-24)

s Sold 610 mts of FOM through tie-up and also 3337 MTs of Sulphur Coated Urea, both for the first time

s For the first time sold 122640 (500 ml) bottles of Nano Urea under the marketing tie-up.

INDUSTRIAL PRODUCTS DIVISION

In the face of intense market competition & falling international prices, Industrial Products Division has achieved the sales turnover of '1939.16 Crore as against '3406.03 Crore during the previous year. During the year, your Company has achieved the following:

1. Highest ever sale of AN melt of 1,77,086 MT.

2. Highest ever sale of Trimethyl Amine of 2,916 MT.

3. Highest ever sale of Liquid Nitrogen of 1,578 MT.

Taking into consideration the requirement of coal industry, production capacity of AN Melt is enhanced from 1.40 Lakh MT to 1.90 Lakh MT per annum. Also setting up a new AN Melt plant with capacity of 1.40 Lakhs MT per annum and 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 2023-24, your Company has done third party export of 384 MT Ammonium Bicarbonate (ABC) under "MRUDULA" brand to the tune of '78.22 lakh as against 264 MT Ammonium Bicarbonate (ABC) to the tune of ' 70.97 lakh during the previous year.

IMPORT OF UREA ON GOVERNMENT ACCOUNT

• Your Company has been 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 imported approx. 10.06 lakh MT quantity of Urea through issue of total Two (2 Global tenders during the year 2023-24.)

• DOF has 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 (till January 2025), for a Quantity of 10 lakh MT /- 10% per annum on FOB basis. Accordingly in FY 2023-24, fourteen (14) Urea shipments have been shipped from OQ Trading Ltd. under this LTA, with a total quantity of approx. 6.79 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, the first shipment of 30,593.30 MT Bagged Urea has already been delivered to three designated warehouses in Nepal by the end of February 2023. Further against this MOU with M/s KSCL Nepal, RCF has received an indent for supply of 25,000 MT DAP in bagged conditions to Nepal warehouses which has also been delivered .

ATMANIRBHAR BHARAT

Under 'Atmanirbhar Bharat Abhiyan', following initiatives are taken by your Company:

• Increased Complex Fertilizer (NPK 15:15:15) Production:

Your Company has enhanced the production of Suphala NPK (15:15:15) by installation of additional spherodizer and associated system.

• 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.

• Setting up 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. Therefore, your Company is setting-up new AN Melt plant of 425 MTPD at RCF Trombay unit with latest and 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 is setting-up liquid Nano Urea plant of 75 KL per day at RCF Trombay unit using indigenous technology, developed by M/s IFFCO. Nano Urea is expected to be more efficient as compared to conventional Urea.

• Setting up new NPK Fertilizer plant at Thal:

In order to increase domestic supply of DAP/NPK fertilizers, your Company is exploring possibility of setting up NPK Fertilizer plant of 1200 MTPD (in terms of DAP) at Thal subject to economic viability.

• Briquette Fired Boiler at RCF Thai

Your Company is setting up Briquette Fired Boiler at RCF Thal at an estimated project Capital Cost is '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.

• 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 production was started on October 17, 2023 from ANP plant @ 100 MTPD. First rake of Urea Gold was flagged of on January 25, 2024. '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.

• 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 2023-24 , a quantity of 1138 MT was produced and made available to the farming community.

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:

1. Soil Sample Analysis: 40,578 number of NPK and 16,126 number of Micro-nutrient analysis have been done and Soil Health Cards distributed.

2. Farmer Training Centres are operational at Thal and Nagpur for imparting residential training to farmers. A total of 28 programs were undertaken benefitting 1281 farmers during the year.

3. RCF Kisan Care Toll Free service 1800-22-3044 was operated for imparting Agricultural information to the farming community.

4. RCF Sheti Patrika: 6.60 lakh copies of RCF Sheti Patrika (Marathi edition) covering the relevant subjects pertaining to Agriculture and allied fields were printed & distributed to farmers.

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

6. Agricultural Extension Services: 406 Field Demonstrations, 192 Soil Testing Days, 374 Farmers' Meetings, 16 Krishi Melas, 2 Veterinary Camp/Rural Sports, 34 Exhibitions, etc. were organized for the benefit of the farmers.

7. Adoption of Villages for Promotion of City Compost/ Biofertilizer/ PDM/PROM/Nano Urea, etc: 3 villages from Maharashtra & Karnataka were selected for promotion of City Compost/ Biofertilizer/ PDM/ PROM/Nano Urea, etc.

8. RCF has established 12071 Pradhan Mantri Kisan Samrudhi Kendra (PMKSK) on Pan India Basis. These PMKSK are unique initiative to support the farmers as a one stop solution.

9. With active participation in Government's (DOF) flag ship program i.e. Vikasit Bharat Sankalp Yatra (VBSY), RCF has Organized 26000 No.'s, fertilizer Spraying demonstrations, through Drone's at Gram panchayat level, in Maharashtra, Karnataka Goa & Rajasthan states.

10. Drone Pilot training was organized by RCF at different DGCA approved Pilot training centers for Drone Didis (Members of Self-Help Group).

11. Seventy No. of Agricultural Spray drones procured by RCF and distributed among Drone Didis of Namo Drone Didi Scheme (NDD) in Maharashtra, Andhra Pradesh, Telangana, Karnataka and Uttar Pradesh states.

12. RCF is organizing Broadcasting of Farming related 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.

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 2023-24 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 UNDER IMPLEMENTATION

Trombay Ammonia V Plant Revamp (KBR Scheme):

Ammonia-V revamp project is implemented as a part of energy improvement schemes to meet the new energy norms for Trombay Urea plant. The estimated project cost is '101.88 Crore. The scheme is envisaged to result in energy saving of 0.18 Gcal/MT of Ammonia. Project was completed in May 2024.

New AN Melt Plant at Trombay:

Your Company is setting-up new AN Melt plant of 425 MTPD at RCF Trombay unit with latest and energy efficient technology. The proposed project is planned as a response to Hon'ble PM's call of Atmanirbhar Bharat. Due to shortage of AN melt, Coal production is affected. This in turn has affected the power generation from the Coal based plants. In order, to meet the growing power need of the country, enhancement in domestic production of AN melt is very important. The work order for execution of the project on LSTK basis has been awarded to M/s Larsen & Toubro Limited. The estimated Project Cost is '187 Crore. Site work is in progress. The project is scheduled to be completed by September 2024.

ETP up-gradation at Thal:

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 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 executed in two phases. In 1st phase, around 5000 m3/day treated water will be recycled. Pre-commissioning activities are in progress and commissioning of 1st phase is expected in September 2024. In 2nd phase, balance effluent will be recycled, to achieve "Zero Effluent Discharge" goal. Action for 2nd Phase has been initiated.

Nano Urea plant:

Nanotechnology is an emerging field with potential to provide efficient nutrient management as compared to existing fertilizer management practices. Nano Urea is expected to reduce Urea consumption and being an eco-friendly product will protect the health of soil. Your Company is setting up Nano Urea Plant of 75 KL per day capacity at Trombay based on IFFCO Technology. The estimated Project Cost is '238 Crore.

Briquette Fired Boiler at RCF Thai

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 is setting up Briquette Fired Boiler at RCF Thal. The low cost steam shall help in reducing the variable cost of chemicals. Work Order is awarded to M/s Forbesvyncke Pvt. Ltd. The estimated project Capital Cost is '26.75 Crore plus taxes. The project is expected to be completed by November 2024.

PROJECTS UNDER CONSIDERATION

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 exploring possibility of setting up NPK Fertilizer plant at Thal subject to economic viability . 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). Selection of LSTK contractor through tendering process is underway.

Zero Liquid Discharge scheme at Trombay

Your Company is exploring the possibility of setting up Zero Effluent Discharge plant at Trombay Unit to treat the effluent and recycle the treated effluent as raw water. It consists of treatment of the various liquid effluent streams generated in the various plants at Trombay unit and converting the effluents in the raw water which shall be used in the process. Detailed Feasibility Report (DFR) received from Consultant. Estimated Project cost is '99.78 Crore. Project is expected to be completed by Sept. 2025.

Your Company is exploring the possibility to implement energy schemes suggested by M/s Topsoe A/S -Technology supplier of Ammonia plant at Thal. The expected energy saving is 0.40 Gcal/MT of Ammonia at existing Ammonia production level.

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 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.

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).

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 December, 2023 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 Interim Resolution Professional (IRP) has been appointed in place

The audited financial statements of FRBL as at March 31,2024 reported loss of ' 2.63 Crore, thus resulting in accumulated loss of '219.52 Crore.

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 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, 2024 reported loss of '61,700/-, 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 (GAlL) 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 ' Nil Crore in TFL.

The audited financial statements of the said Company as at March,31 2024 reported a loss of '7.34 Crore, thus resulting in accumulated loss to ' 32 Crore.

Consolidated Financial Statement

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

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

SUMMARY OF FINANCIAL PERFORMANCE

'Crore

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:

A step towards sustainable Agriculture: PROM

Phosphate rich organic manure (PROM) is an organo-mineral product that contains 10% organic carbon and 8% Phosphate. It is an important alternative to nutrient for organic and conventional farming which is prepared by processing a balanced mixture of organic residue, rock phosphate, soil cake, amino acids, humic acids and beneficial micro-organisms. It has all the potential to partially replace imported fertilizers. It Increases availability of nutrients in soil and plant. CO₂ is released during decomposition and helps to reduce the alkalinity of the soil. It can be used for all cereals, pulses, vegetables, fruits, and flowers for all plants Flowers, vegetables or crops.

Production of PROM commenced on December 1, 2023 at Trombay unit. The first despatch to Kolhapur Maharashtra

was flagged off on December 16, 2023. The MoU target of 1111 MT PROM production has been successfully completed during 2023-24.

Slow Release fertilizer: Sulphur Coated Urea (Urea Gold)

Your Company has developed the technology for producing Urea Gold indigenously and applied for the patent for the same. Sulphur Coated Urea increases the Nitrogen use efficiency (NUE). The use of Sulphur coating on urea results in providing the most important secondary nutrient to the crops added with slow release of nitrogen with improved nitrogen use efficiency. The application of slow release of fertilizers can potentially decrease fertilizer use by 20 to 30 percent of the recommended rate of a conventional fertilizer while obtaining the same yield.

Urea gold was first launched on July 27, 2023 at the hands of Prime Minister at Sikar Rajasthan.

Urea Gold production commenced on October 17, 2023 at ANP plant @ 100 MTPD. First BCN rake of 2536 MT Urea Gold was flagged of on January 25, 2024.

Expanding horizon: Expansion of value added products (VAP)

The value added products (VAP) like Micronutreint fertilizer -Microla ,bio-inoculants or biofertilizer- Biola, water pH corrector-pH Balancer, plant growth regulators-Bio stimulants and Silica fertilizer- Silicon fertilizers are gaining significance in the market. The demand for these products are increasing year on year basis. To meet the market demand, to cater to the farming community and contribute towards sustainable agriculture; a new manufacturing setup with higher capacity for production of various VAPs is being installed at Trombay unit.

Crop Strengthening: Secondary nutrient Fertilizer

Secondary nutrients like Ca, Mg & S are now emerging as most limiting factor in enhancing crop productivity. Hence, State Agriculture Department has notified a new secondary nutrient fertilizer grade i.e. Ca:Mg:S : 6:2:4 in powder or granular form. This grade has been developed in powder form as well as in granular form. Granular Ca:Mg:S : 6:2:4 has been produced successfully at pilot plant.

Collaborative Research: MoU with Indian Council of Agricultural Research (ICAR) Institutes and State Agricultural Universities (SAUs)

Collaboration with Indian Council of Agricultural Research (ICAR) Institutes and State Agricultural Universities (SAUs) is done for carrying out field trials of Sulphur Coated Urea, Nano DAP, Nano Urea, and Nano NPK product. These trials will immensely support towards provision of new products to the farming community for doubling their income through enhanced crop productivity.

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 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.

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.

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.

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 meeting the statutory norms but also suitable for recycling the treated effluent as raw water. It will reduce burden on fresh water resources. Thal unit implemented various schemes to reduce specific water consumption. Briquette boiler project is in full swing which uses briquette a carbon neutral fuel for boiler feed.

RCF being the Brand Owner is Recyling Plastic Waste since last three years as per Pastic Waste Management Rule-2016 issued by MoEFCC. Your Company has disposed of 9227 MT plastic waste during the year 2023-24.

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.

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 '17.93 Crore including '0.50 Crore set off for succeeding financial year 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:

RCF has been providing drinking water for last 25 years to seven villages around Thal unit through pipelines laid down from the water reservoir in the unit. More than 20,000 residents of the villages got benefited of the scheme. The villages of Thal, Navgaon, Vaishet, Tudal, Boris-Gunjis, Bhal, which are under RCF, Thal factory, are being supplied with drinking water by RCF. Nearly 20,000 families are getting the benefit of this scheme.

Medical equipment to Primary Healthcare centre :

RCF has provided medical equipment to 9 sub centers of Primary Healthcare centre Dhokawade under CSR. All sub-centres are under Primary Healthcare center

Dhokawade, Taluka Alibag, District Raigad provide free medical services to locals.

Installation of Community Fitness Centers across Bidar district, Karnataka:

RCF has been supported the project for installation of full fledge fitness center for youth, Bidar. This programme implemented by - Sarvodaya Integrated Rural Development Society (SIRDS) and it has been successfully implemented by the organization.

Project for Women's Income Generation Through Sanitary Pads manufacturing units, Delhi:

RCF has been supported the project to increase affordability and access to sanitary pads to girls and women, together with providing income generation opportunities to women and reduce unhygienic menstrual practices and disease burden. This programme implemented by - BADLO RE and it has been successfully implemented by the organization.

Project for conducting mass screen programme for ovarian cancer and other tests including free distribution of sanitary napkins to underprivileged society:

RCF has organized programme for conducting community based mass screen programme for ovarian cancer and relationship of risk factors of vitamin D including free distribution of sanitary napkins to underprivileged society of Delhi NCR or other area. It was organized by Savera Foundation Trust (SFT).

Medical equipment to Govt. Hospital :

RCF has been provided Microscope to the Department of Ophthalmology of Rajawadi Municipal Hospital, Ghatkopar under CSR. An appeal has been received from Rotary club. This microscope is required during eye surgeries of Cataract, Glaucoma, Corneal Transplant, etc. With addition of this microscope, more cases of surgeries can be done thereby reducing waitlist of operations.

Gym Equipment for gymnasium for senior citizens:

RCF has been provided gym equipment for Gurukul Gymnasium under CSR. They have one park for the senior citizens in same premises. The organization is planning to open well equipped gymnasium for senior citizens. The gymnasium will conduct health and wellness programs such as nutrition guide programmes, Yoga and seminars on health related topics etc.

Purchase of Modular Toilet blocks for Fisherman Societies, Local Schools nearby RCF Thal unit:

RCF has assist Thal unit for the building of Modular Toilets for two fisherman societies and two schools of Thal and Nagaon villages under CSR budget.

Gymnasium Equipment for nearby Grampanchayat of rCf Thal unit:

RCF has been provided gymnasium equipments for local gym of villages under CSR budget. This note has been submitted by Thal unit to promote Fit India Moment and motivate local youth for daily exercise and healthy lifestyle.

Construction of Toilet block for Sience Innovation and Activity centre:

RCF has assist to Devrukh Shikshan Prasarak Mandal, Dist. Ratnagiri a well-known educational institution working in the field of Education for the building of Toilet.

Sponsorship for Construction of New Hospital Building:

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

Purchase of Ration to Divija Old age Home:

Swastik Foundation is an NGO working for welfare and wellbeing of senior citizen in society through their Old age Home "Divija Old Age Home" at Alsade, Sindudurg District, Maharashtra.

RCF has purchased grocery and other food requirements for Divija Old Age Home. The CSR project was successfully implemented the through Swastik Foundation.

Medicines and Hygiene kits for school:

RCF has contributed for purchase of medicine and hygiene kits to distribute to students. The proposal have been received from Panchratn Mitra Mandal and they organize Health checkup camp at Anandnagar Municipal Special School, Chembur.

Distribution of Educational Material and stationary items to school:

RCF has supported for the purchase of Educational Material and stationery items i.e School Bags, note books, book shelfs, stationery Items, Biscuits and Chocolate including awareness banners for Anandnagar Municipal Special School, Chembur under CSR budget. The CSR project was successfully implemented the through Pancharatna Mitra Mandal.

Medical Camps:

RCF has arranged free health check up , including free distribution of medicines and spectacles under CSR. We have organized 10 health camp in the surrounding area with the help of Asmita Mahila Mandal.

Distribution of Educational Material to students nearby Chembur:

RCF has supported for the purchase of Educational Material and stationery items one school bag, one compos box, six note books, six long and six short books for Students living in Indira Nagar, Naga Baba Nagar, Rahul Nagar, Prabuddha Nagar, Aziz Bagh, MMRDA Campus, Kukreja Campus, Ayodhya Nagar and Shastri Nagar in Chembur under CSR budget. The CSR project was successfully implemented the through Asmita Mahila Mandal.

Installation of Solar system in college building:

RCF has contributed in installation of New Solar System for J.S.M. College, Alibag, Raigad under CSR. An appeal has been received from Janata Shikshan Mandal, Alibag. The project is for energy conservation and using sustainable energy and renewable energy.

New Audio System for School:

RCF has contributed for the purchase of New Audio System for Javahar Vidya Bhavan Marathi, Hindi and English medium school, Chembur under CSR. An appeal has been received from Lokmanya Shikshan Sanstha, the registered organization running Javahar Vidya Bhavan schools at Chembur.

Vocational/ Skill Training cum livelihood project for the disabled:

RCF has financially assisted the project Unnati under CSR. National Association of Disabled's Enterprises (NADE) is providing training, employment and other rehabilitation services to disabled persons from all over Maharashtra and other part of the nation.

Under the project Unnati , NADE is providing Umbrella making training for a period of one year to make them independent in the society.

Promotion of prevention of Cancer Program in Schools at Kharghar, Mumbai:

RCF has financially assisted for organizing Promotion of Prevention of cancer programme in 25 schools of Kharghar, CBD Belapur area of under CSR. An appeal has been received from Brahmaputra Cancer care society. From the above project the organization has created awareness on prevention of Cancer among the school students through Quiz competitions.

Provided general OPD and Free Medicines to Patients visiting Sushrut Hospital, Chembur:

RCF has provided the financial assistance of ' 5 Lakhs to operate free OPD and dispensing free medicines to needy & deserving patients at CHPT. RCF has been contributing ' 5 lakh annually to the CHPT towards the noble cause as the RCFL is one of the trustee organization of CHPT. From

this contribution CHPT can be able to operate and able to provide free consultation and medicines to the patients.

Project for Educational Empowerment of SC/ST students:

RCF has been contributing for the implementation of educational empowerment project for SC/ST student residing in the Marathwada, Vidarbha and Western Maharashtra region. The CSR project was successfully implemented the through Rural Development Center (IRDC).

Medical Camps at Mankhurd, Chembur:

RCF has arranged free health check up , including free distribution of medicines and spectacles for villages in Mankhurd, Chembur under CSR. Chandra Sundra Trust is a registered NGO working in the field of Healthcare, Women Empowerment and education in the surrounding area of Chembur, Mumbai.

The CSR project was successfully implemented the through Chandra Sundra Trust.

Life Saving Medical Aid to 50 Patients:

RCF has contributed to organize varies schemes expenses that includes Life saving medical Aid to 100 beneficiaries and Six months dialysis support schemes to 50 beneficiaries. An appeal has been received through Modern Education Social & Cultural Organization (MESCO).

Nutrition and Patients Welfare Centre:

RCF has financially assisted for operational expenditure of Mumbai center of the organization under CSR. An appeal has been received from Access Life Assistance Foundation.Access Life Foundation is registered NGO working in the field of Healthcare and offering lifesaving support to Childhood cancer patients.

Strengthening Self Help Groups and uplifting women and girls through entrepreneurship for social impact:

RCF has contributed for project women power "Strengthening self-help groups and uplifting women and girls through entrepreneurship for social impact" in Uttar Pradesh State under CSR. An appeal has been received from All India Institute of Local Self-Government (AIILSSG), a registered NGO implementing sustainable employment opportunities by providing skill sets to rural women in Uttar Pradesh.

Under this project the organization implementing three such project at Prayagraj, Varanasi and Sultanpur districts with the help of self-help groups of the surrounding of respected area.

Rural Development- Repairing of Roads:

RCF has completed road repairing work of local villages in the vicinity of RCF Thal unit under CSR. The company

has been repaired local Roads from Thai Navagaon Road , Boris Gunjis and local Road from Chondhi naka to Kihim bus stand road under the rural development for good transportation of villagers.

Installation of Air Purification System in Chembur:

RCF has installed Air Purification Units at two locations in Chembur area through the allocated technology provider by BMC M/s Amida Cleantech Pvt. Ltd under CSR. To support the pilot project of govt of Maharashtra to resolve the pollution issue in Mumbai city.

Purchase of Agriculture Spray Drones under PM Mahila Kisan Drone Kendra Scheme to Distribute SHGs of all over India:

RCF has contributed to purchase Agriculture Spray Drones under PM Mahila Kisan Drone Kendra Scheme to Distribute Self Help Groups for education and empowerment of Women under CSR budget.

Under Secretary, Department of Fertilizers (Fertilizer Innovation Division), Ministry of Chemicals and Fertilizers, Govt. of India has sent a letter to Director, CSR Cell and MCA for inclusion of above activity under CSR.

Implementation of Swachha Bharath Abhiyan at District Civil Hospital, Alibaug:

RCF has contributed to implement various activities under Swachha Bharat Abhiyan at District Civil Hospital , Alibaug under CSR budget. The Surabhi Swayansevi Sanstha, Alibaug is registered NGO working in the field of education, health care, rural sports and rural development. The district civil hospital has requested to the NGO for implementation of cleanness drive in the hospital building hence the organization has requested to RCF for the financial assistance to implement the said drive for maintain hygiene in the Hospital premises.

Construction of School at Sree Krishna Vidyalaya Matric High School, Alampadi, Tamilnadu:

RCF has financially assisted for construction of Sree Krishna Vidyalaya Matric High School, Alampadi, Choozhikkonam, Maruthancode, Vilavancode Taluk, Dist. Kanyakumari, Tamilnadu. The proposal has been received from Shree Krishna Educational Trust. Shree Krishna Educational Trust is the registered organization running Sree Krishna Vidyalaya Matric High School at Alampadi since 1995.

EFFECTIVE IMPLEMENTATION OF PUBLIC PROCUREMENT POLICY FOR MICRO AND SMALL ENTERPRISES (MSEs)

Government of India, Ministry of Micro, Small and Medium Enterprises, vide order dated March 23, 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

vide Govt. of lndia Gazette Notification S.O. 5670(E) dated November 9, 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 within this 25% reservation. This amendment is made applicable from 9th Nov 2018. Due to the very nature of operations of our Company, the procurement targets for Women owned MSEs could not be achieved in the year 2023-24.

With the efforts taken by the company, the procurement from MSEs, cost of the items procured through MSEs is '893.88 Crore out of the total procurement cost of '2071.24 Crore (excluding raw material, gas, water, electricity, catalysts, proprietary items etc.) which works out to be 43.16 %. The procurement from MSEs owned by SC/ST Entrepreneurs is ' 0.8136 Crore which is 0.04 % and procurement from women owned MSEs is '22.69 Crore which is 1.1 % of the total procurement of the year 2023-24. The percentage procurement is calculated excluding Raw materials, gas, water, electricity, catalyst and proprietary items which cannot be procured from MSEs.

SUSTAINABLE DEVELOPMENT

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

Sewage Treatment plants

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 part of treated water generated 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 202324, about 8,152.82 Million litres of treated water was generated at both STP plants.

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 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 2.12 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 2023-24, 4439 MWh of solar power was generated. Also, during the year 2023-24, 2218 no. of Solar Renewable Energy Certificates (RECs) were generated.

VIGILANCE

Shri. Sameer Rastogi from Indian Forest Service headed the Vigilance Department of RCF as Chief Vigilance Officer (CVO) till completion of his tenure on February 19, 2024. Dr. Rahul S. Jagtap from Indian Statistical Service assumed the charge of 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 Vigilance department at Mumbai Corporate office and Thal Unit, Alibag.

Vigilance Department is committed to bring greater transparency, fairness and efficiency in all type of transactions and execution of works in the company, in line with the guidelines of Central Vigilance Commission (CVC). With the preventive vigilance objectives of being watchfulness and alertness, 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. Vigilance Department collect intelligence about the corrupt practices committed, or likely to be committed by the employees and carry out investigations on the allegations reported. During the period of April 2023 to March 2024, Vigilance Department has processed 44 number of complaints. Systemic improvements and corrective actions are suggested wherever necessary. Online Vigilance complaints Management System (VCMS) is being used for handling of complaints and online NOC system is being used for issuing speedy Vigilance clearances to the employees for foreign visits, promotion, gratuity, job application and resignation.

Vigilance Department has always given emphasis on 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 programs 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 officers are Vigilance Officers" and to implement various directives of CVC.

As per CVC's circulars 06/08/23 dated 02.08.2023, three

month's Precursor campaign on preventive vigilance measures cum housekeeping activities were taken up and successfully completed during the period 16th August to 15th November, 2023 as a prelude to Vigilance Awareness Week with focus areas like; Awareness Building about Public Interest Disclosure and Protection of Information (PIDPI) Resolution (through workshops, posters, banners, videos), Capacity Building Programs (on role of IO/PO, Public Procurements, Ethics and Governance, Systems and Procedure of organization, Cyber Hygiene and Security), Identification and implementation of systematic improvements measures, Leveraging of IT for complaint disposal, Updation of Circulars/Guidelines/ Manuals, Disposal of complaints pending before June 30, 2023. The Vigilance department initiated the alignment of existing RCF's procurement manual in line with the Goods, Works and Services procurement manuals of Government of India given by CVC and adopted the same by RCF during this campaign period on October 1, 2023.

Vigilance Awareness Week on the theme "Say no to Corruption; commit to the nation" based on the CVC circular 08/09/2023 dated 11.09.2023, was observed by Vigilance Department, from October 30 to November 5, 2023 in RCF Trombay unit, Thal unit, Industrial Products division and Fertilizer Marketing offices across the country. During this week, the activities received wholehearted participation from stakeholders in various activities such as; taking integrity pledge, conducting workshop on policies and procedures of company and workshop of Vigilance Study Circle, building awareness about PIDPI within the stakeholders, conducting competitions like Quiz, Posters, Slogan, Essay, Skit Play for employees and their family members as well as for dealers and retailers of Fertilizer Marketing and Industrial Products division. Social media platforms like Twitter, WhatsApp and Email/ SMS were extensively used for spreading the awareness among the stakeholders and the citizens about activities of 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

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.

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 2023-24. The Auditors would be retiring at the conclusion of the Forty Sixth 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 202425 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 Directors, on the recommendation of Audit Committee, has appointed M/s. Dhananjay V. Joshi & Associates, Cost Accountants (FRN No.000030), Mumbai as Cost Auditor to audit the cost accounts of the Company for the year 2024-25 on a remuneration of ' 2.50 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 to M/s. Dhananjay V. Joshi & Associates, Cost Auditor forms part of the notice convening the Annual General Meeting for their ratification.

The Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, the Company is required to maintain cost accounting records in respect of certain specified products and accordingly such accounts and records are made and maintained in the prescribed manner. Further, the cost accounting records maintained by the Company are required to be audited.

During the year, the Company filed the Cost Audit Report for the financial year 2023-24 with the Ministry of Corporate Affairs within the prescribed time limit.

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.

EXPLANATION OR COMMENTS BY THE BOARD ON

SECRETARIAL AUDIT REPORT

M/s. Bhandari and Associates, Practising Company

Secretaries, Secretarial Auditor of the Company has

made the following observations in their Secretarial Audit

Report:

a) As per 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 by April 1, 2020. The Company was in top 500 listed entities on the basis of market capitalisation as at March 31, 2023 and the Company did not have an independent woman director on its Board from June 25, 2023 to March 31, 2024.

b) 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. The Board of Directors comprised of six Directors, constituting of three Executive Directors (including the Chairman & Managing Director); two Nominee Directors (nonexecutive) and one Independent Director as on March 31, 2024 and therefore, the Company did not have at least half of the Board as Independent Directors for the period from April 1, 2023 to March 31, 2024. Further, the Company did not have at least one-third of the total number of Directors as Independent Directors for the period from June 25, 2023 to September 30, 2023 and from November 07, 2023 to March 31, 2024 as required under section 149(4) of the Act.

c) As per Regulation 17(1)(c) of the Listing Regulations, the Board of Directors of the top 2000 listed entities with effect from April 1, 2020 shall comprise of not less than six directors. The Board of Directors comprised of five directors from November 07, 2023 to January 16, 2024 and therefore, the Company did not have at least six directors for the aforesaid period.

d) i. As per Regulation 18(1)(a) of the Listing Regulations, section 177 of the Act and DPE Guidelines, the Audit Committee shall comprise of at least three directors. The Audit Committee comprised of two directors constituting of one Independent Director and one Nominee Director (non-executive) on November 07, 2023 and November 8, 2023 and therefore, Audit Committee did not have requisite number of directors for the aforesaid period.

ii. 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 comprised of three directors (including one Independent Director) for the period from November 9, 2023 to March 31, 2024 and therefore, the Audit Committee did not have requisite number of Independent Directors for the aforesaid period as per above mentioned provisions.

iii. As per Regulation 18(2)(b) of the Listing Regulations, 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 Audit Committee meetings held on November 10, 2023 and February 13, 2024 were attended by two directors (including one Independent Director) and therefore, requisite quorum was not present in the aforesaid Audit Committee meetings.

e) i. As per Regulation 19(1)(a) of the Listing Regulations, section 178 of the Act and DPE Guidelines, the Nomination and Remuneration Committee shall comprise of at least three directors. The Nomination and Remuneration Committee (NRC) comprised of two directors constituting of one Independent Director and one Nominee Director (non-executive) on November 07, 2023 and November 08, 2023 and therefore, the NRC did not have requisite number of directors for the aforesaid period.

ii. As per Regulation 19(1)(c) of the Listing Regulations and DPE Guidelines, at least two-thirds of the directors shall be independent directors and as per section 178 of the Act, not less than one-half of the directors shall be independent directors. The NRC comprised of three directors (including one Independent Director and one Whole Time Director) for the period from November 09, 2023 to March 31, 2024 and therefore, the NRC did not have requisite number of Independent Directors for the aforesaid period as per above mentioned provisions.

iii. As per Regulation 19(1)(b) of the Listing Regulations and section 178 of the Act, all directors of the committee shall be non-executive directors. The NRC comprised of three directors (including one Whole Time Director) for the period from November 09, 2023 to March 31, 2024 and therefore, the NRC did not have all the members as non-executive directors for the aforesaid period.

f) As per Regulation 25(6) of the Listing Regulations, an independent director who resigns or is removed from the Board of Directors of the listed entity shall be replaced by a new independent director by listed entity at the earliest but not later than three months from the date of such vacancy. The vacancy was arised in the Company due to resignation of an Independent Director with effect from November 07, 2023 which has not yet been fulfilled by the Company.

Explanations on observations made by Secretarial

Auditors in seriatim are as under:

a. Your Company is a Central Public Sector Undertaking under the Administrative control of the Ministry of Chemicals and Fertilizers, Department of Fertilizer, Government of India and its Directors on the Board are nominated / appointed by the President of India. The Company is continuously pursuing with the Government of India for the appointment of Woman Independent Director on the Board in order to comply with the provisions of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

b. Your Company is a Central Public Sector Undertaking under the Administrative control of the Ministry of Chemicals and Fertilizers, Department of Fertilizer, Government of India and its Directors on the Board are nominated / appointed by the President of India. The Company is continuously pursuing with the Government of India for the appointment of requisite number of Independent Directors on the Board in order to comply with the provisions of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

c. Due to cessation of One Independent Director on the Board of the Company w.e.f. 07.11.2023, the strength of the Board of the Company is Five Directors from period of 07.11.2023 to 16.01.2024. Your Company is a Central Public Sector Undertaking under the Administrative control of the Ministry of Chemicals and Fertilizers, Department of Fertilizer, Government of India and its Directors on the Board are nominated / appointed by the President of India. The Government of India appointed Director (Technical) w.e.f. January 17, 2024. Hence, the Company has complied with the said regulation w.e.f. January 17, 2024.

d. (i), (ii) & (iii) Due to cessation of one independent director & Member of the audit Committee w.e.f. 07.11.2023, there was shortfall of number of members of Audit Committee. Due to this, the Company has only one Independent Director on the Board from 07.11.2023. The Company reconstituted the Audit Committee on November 09, 2023. Your Company is a Central Public Sector Undertaking under the Administrative control of the Ministry of Chemicals and Fertilizers, Department of Fertilizer, Government of India and its Directors on the Board are nominated / appointed by the President of India. The Company has been continuously following up with the Government of India for appointment of Independent Directors and it is given to understand that the Government is in the process of appointing requisite number of Independent Directors.

e. (i), (ii) & (iii) Due to cessation of one independent director & Member of the Nomination and Remuneration Committee w.e.f. 07.11.2023, there was

shortfall of number of members of Nomination and Remuneration Committee. Due to this, the Company has only one Independent Director on the Board from 07.11.2023. The Company has reconstituted the Nomination and Remuneration Committee on November 09, 2023. Your Company is a Central Public Sector Undertaking under the Administrative control of the Ministry of Chemicals and Fertilizers, Department of Fertilizer, Government of India and its Directors on the Board are nominated / appointed by the President of India. The Company has been continuously following up with the Government of India for appointment of Independent Directors and it is given to understand that the Government is in the process of appointing requisite number of Independent Directors.

f. Your Company is a Central Public Sector Undertaking under the Administrative control of the Ministry of Chemicals and Fertilizers, Department of Fertilizer, Government of India and its Directors on the Board are nominated / appointed by the President of India. The Company has been continuously following up with the Government of India for appointment of Independent Directors and it is given to understand that the Government is in the process of appointing requisite number of Independent Directors.

d. SECRETARIAL STANDARDS

During the year 2023-24, 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

There are no significant and material orders passed by the Regulators/Courts/Tribunals that would impact the going concern status of the Company and its future operations.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made there under.

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, 2024, 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, 2024 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. DPE issued 'Excellent Rating' to your Company for the year 2022-23.

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, 2024 :

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) (w.e.f. 17.01.2024)

4. Shri Milind M. Deo [DIN 08715250], Director (Technical) (upto 30.09.2023)

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

CHANGES IN THE BOARD OF DIRECTORS

Shri Chandra Bhushan Pandey [DIN 09407412], Independent Director ceased to be Director due to resignation on November 7, 2023.

Shri Milind M. Deo [DIN 08715250], ceased to be Director (Technical) on the Board of the Company w.e.f. October 1, 2023.

Shri Sanjay Rastogi (DIN 07722405) ceased to be Government Nominee Director w.e.f. January 5, 2024.

Dr. Ajay Shanker Singh (DIN 10449154) appointed as Government Nominee Director on the Board of the Company w.e.f. January 5, 2024.

Ms Ritu Goswami [DIN 10463372] appointed as Director (Technical) on the Board of the Company w.e.f. January 17, 2024.

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 Aneeta C. Meshram (DIN: 09781436), Directors retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS

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

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

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

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

DECLARATION OF INDEPENDENCE

All independent Directors of the company have given declaration confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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 (CSR)

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.

COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND RELATED DISCLOSURES

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

Eleven (11) Board Meetings were held during the year. The details of the Board Meetings held during the financial year 2023-24 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 2023-24 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, 2024 is as under:

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

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

INTER CORPORATE DEPOSIT

In connection with one time settlement entered into with Dena Dank, the Company had paid total ' 51 crore (' 12 crore during the year 2017-18 and Rs 39 crore during the year 2018-19) to Dena Bank as one time settlement which includes an amount of ' 25.50 crore being the share of The Fertilisers and Chemicals Travancore Limited (FACT), the joint venture partner in FRBL. This amount is shown as interest bearing inter corporate deposit given. FACT shall repay the same in five annual equal instalments commencing from December 2020. FACT has made payment of Four installment total amounting of ' 20.40 crore out of the total 5 installments as per agreement.

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

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

The NCDs are for a tenure of Three years, carrying interest @ 7.99% p.a. payable annually. NCDs are listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE), on the Whole Sale Debt Market (WDM) Segment. The Company has appointed M/s SBICAP Trustee Company Limited as Debenture Trustee for the said debt securities.

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 Two (2) complaints (out of two complaints, one complaint was pertaining to the previous year) 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 348 RTI applications out of which 331 have been replied.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return in Form MGT 7 as on March 31, 2024 is available on the Company's website on www.rcfltd.com/ investerrelations/agm-1

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 & Sustainability Report is also available on the Company's website www.rcfltd.com.

FUND RAISING BY ISSUANCE OF DEBT SECURITIES BY LARGE CORPORATES

As per the Securities and Exchange Board of India (SEBI) circular SEBI/HO/DDHS/DDHS-RACPOD1/P/ CIR/2023/172 dated October 19, 2023, The Company, is a Large Corporate and Company shall endeavor to comply with the requirement of raising 25% of their incremental borrowings done during FY 2022, FY 2023 and FY 2024 respectively by way of issuance of debt securities till 31st March, 2024.

Accordingly the disclosure requirements towards compliance for the year 2023-24 is as under:

ACKNOWLEDGMENT

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

The Board also wishes to acknowledge with sincere gratitude, the help and unstinted support from the Government of Maharashtra and other State Governments, MSEB, MIDC, various Media, Municipal Authorities, Maharashtra Pollution Control Board, Factory Inspectorate and IBR, Bankers to your Company, Financial Institutions, Dealers and Customers.

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

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

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

[S. C. Mudgerikar] Chairman & Managing Director

Place: Mumbai

Date: September 5, 2024