Your Directors are pleased to present the 27^th Annual Report together with the Annual Audited Financial Statements of the
Company for the financial year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS

*Remeasurement of (loss)/gain (net) on defined benefit plans, recognized as part of retained earnings.
Note: Figures are regrouped wherever necessary to make the information comparable.

2. DIVIDEND

Interim Dividend

The Company had declared an Interim Dividend of '5/-
per equity share (i.e. 250% of the face value), for the
financial year 2024-25, which was paid in November

2024 from the profits of the Company.

Final Dividend

The Board of Directors has recommended a Final
Dividend of '7/- per equity share (i.e. 350% of the face
value) for the financial year 2024-25 out of the profits of
the Company which shall be paid on or after August 08,

2025 if declared by the Members of the Company at the
27^th Annual General Meeting (‘AGM’).

The paid Interim Dividend, and the recommended
Final Dividend are in accordance with the provisions of

exceptional items, increased from '454.13 crores in
the previous year to '57745 crores during the year
ended March 31, 2025. Consolidated Profit before Tax
(PBT), before exceptional items, was '380.09 crores in
the current year as compared to '283.41 crores in the
previous year. The performance was underpinned by
strong delivery of operating cash flow of '570.81 crores
on a consolidated basis, aided in part by continued
actions to tighten working capital.

The Consolidated Operating EBITDA, before other
income and exceptional items, reached ' 533.72 crores,
as compared to '398.28 crores during the previous year,
an increase of 34.01%. Operating EBITDA Margin for the
year was at 22.72% against 19.29% in the previous year.
Despite challenging market conditions and volatile geo
political environment, the Company recorded sustainable
growth in operating EBITDA underpinned by improved
capacity utilisation, improved realisations through
optimising product mix, disciplined cost management,
execution and stabilisation of new capacities. Our core
priorities, aligned to driving shareholder value, remain
on manufacturing excellence while pursuing strategic
growth priorities underpinned by a robust project
execution and a tight financial framework.

HPP (High Performance Products) and CDMO business
verticals secured strong growth underpinned by addition
of capacities, product mix/ realisations as also strategic
partnerships. Specialty Chemicals business vertical saw
a marginal decline of 6% on Y-o-Y basis from '848 crores
in the previous year to '800 crores during the year
reflecting a cautious global demand scenario amidst
heightened competitive pressures. Nevertheless, we
remain optimistic on medium- to long-term outlook of this
sector and our belief that demand for agchem chemicals
would witness growth given the underlying need to
improve yields as also growing applications in biofuels
space. Our strong customer relations and relentless
pursuit on driving value for our customers, has yielded
positive results reflecting higher capacity utilisation whilst
supporting overall Company EBITDA levels. HPP and
CDMO businesses saw 26% & 31% growth respectively
over previous year.

During the year, HPP business vertical recorded sales of
'1,206 crores compared to '955 crores in the previous
year, contributing around 51% of the overall turnover.
Revenue growth was underpinned by strong sales of
our new R-32 capacity, stable orchid operations and
improved pricing and mix. During the year, HPP business
commenced operations of its new HFC asset. Refrigerant
gases business witnessed strong demand coupled with
improved pricing across products. Performance of the
inorganic fluorides division improved, driven by better
pricing and improved capacity utilisation. Our AHF project,
involving an investment of '450 crores, is on track, and we
anticipate commissioning by Q2FY26. With new capacity
envisioned following the execution of the HF Capex,
the business aims to leverage its position by expanding
into newer high margin products and harnessing new
opportunities in the emerging sectors. HPP business
remains focused on developing eco-friendly refrigerants,
which are gaining popularity in the market. The business
aims to continue investing responsibly in this space to
ensure that it plays a leadership role by helping India and
the world transition to eco-friendly refrigerants, ramping
up capabilities further.

In the CDMO business, we are encouraged by the traction
with our European CDMO partner and the deepening
of our relationship. Additionally, our strategic focus on
late-stage and commercial molecules continues to yield
positive results with the business continuing to witness
higher levels of customer inquiries than previously.
The business contributed 15% of overall turnover for
the year. Our Dewas site has earned Gold Medal in the
Ecovadis assessment, recognizing our commitment to
sustainability and responsible business practices. During
the year, CDMO recorded sales of ' 343 crores compared
to ' 262 crores in the previous year, contributing around
15% of the overall turnover.

Key raw material costs moved in a mixed trend through
the year with prices of Fluorspar and sulphur increasing
over a period of time. Boric Acid and bromine saw
decline y-o-y. Chloroform was broadly flat y-o-y. On the
energy cost front, average power cost & the natural gas
prices were down by ~6% y-o-y. The Company’s strategy
on building a resilient supply chain continues in action
with increasingly diverse sources for key imported raw
materials and securing majority of other raw materials
within close proximity to its sites. Further, during the
year, the Company has focused on increasing the usage
of green power and is proud to share that about 30% of
Surat plant’s power consumption was from green sources
with plans in place to enhance this in coming years.

During the year, the Company successfully commissioned
Fluoro Specialty plant at Dahej, with an investment of '540
crores. This project is a significant step forward for us.
Similarly, the Company also successfully commissioned
HFC (R-32) plant at Surat. Our AHF project, involving
an investment of '450 crores is progressing well and
expected to commission by Q2FY26. Our cGMP4 project
is also advancing well. Phase 1, involving an outlay of
'160 crores, is progressing as planned, and we aim
to have it operational by the last quarter of CY2025.

These investments lay the foundation for the next
phase of growth while enabling us to not only enhance
our global market reach but also provide the building
blocks for future growth. During the year, Indian rupee
depreciated against all major global currencies. Our
exports decreased from 65% to 56%. The exchange loss
of '0.10 crores as seen in the financials is on account of
timing difference of foreign exchange transactions and
their realisation and / or restatement.

During the year, the Company continued to invest
in enhancing capability through focussed actions
in Technology and Development, Research and
Development and Business Development functions.
Improvement in operational efficiencies, new product
development, working on novel chemistries and
developing long-term partnerships continued to remain
core ingredients of the Company’s strategy. Throughout
the year, cross functional teams continued to work on
successful scaleup, improving productivity, quality and
costs of various products to enable businesses gain
competitive advantage in the market.

On a standalone basis, for the year ended March
31, 2025, the Company achieved total revenue from
operations of '1,686.81 crores, Earnings before interest,
tax, depreciation and amortization (EBITDA), before
exceptional items of '394.37 crores and Profit before tax
(PBT), before exceptional items, of '321.30 crores. The
Company maintained ‘CARE AA’ rating, indicating high
degree of safety with respect to timely servicing of financial
obligations and very low credit risk, for borrowings with
a tenure of more than one year. The rating for short-term
facilities of tenure less than one year, remains at ‘CARE
A1 ’ indicating very strong degree of safety with respect
to timely servicing of short-term financial obligations and
lowest credit risk. During the year, the Company continued
to enjoy ‘Responsible Care’ accreditation and published
its first sustainability report. The Company is confident
of continuing to lead the way in innovation, sustainability
and excellence. Together, we will build a brighter, more
sustainable future for generations to come. Further details
are provided under various other heads of this Report
and in the Management Discussion and Analysis Report
annexed to this Report.

4. SUBSIDIARIES, ASSOCIATES
AND JOINT VENTURE

The Company has 6 (six) subsidiaries as under:

(i) Sulakshana Securities Limited ('SSL'):

An entity created to settle dues of the term lenders
of Mafatlal Industries Limited, remained a wholly -
owned subsidiary of the Company. After settling

all the third-party dues, SSL was left with 1,455
Square Meters of commercial floor space at Mafatlal
Centre, Nariman Point, Mumbai and a significant
portion of this property has been leased out on
contemporary terms.

(ii) Manchester Organics Limited ('MOL'):

The Company owns 100% of MOL, a specialized
chemicals research company in Runcorn, U.K.,
holding 51% of the ordinary voting shares of MOL
directly and the balance 49% through NFIL (UK)
Limited, a 100% stepdown subsidiary created for the
purpose. During the year, MOL reported a turnover
of £1,760K and net profit of £60K. Improvement in
profitability reflects continued actions on optimising
cost and monetisation of inventory as also enhanced
integration with the Company.

(iii) NFIL (UK) Limited:

It is a Wholly Owned Subsidiary of the Company
incorporated in the UK to acquire the balance
shareholding of 49% of MOL.

(iv) NFIL USA Inc.:

A step-down subsidiary, NFIL USA Inc. was formed
as a Wholly Owned Subsidiary of NFIL (UK) Limited.
The primary objective of formation of this Company
was to increase the market penetration in the USA
of the CDMO business and attracting appropriate
talent as and when the business needs expansion.

(v) Navin Fluorine (Shanghai) Co. Limited:

It is a wholly owned foreign enterprise under
Chinese Laws, and was incorporated with a view
to establish a strategic presence closer to the
source of key raw materials, whilst helping forge
strategic relationships and enabling businesses to
make informed decisions to secure procurement
efficiencies and advantage.

(vi) Navin Fluorine Advanced Sciences Limited ('NFASL'):
NFASL was incorporated in February 2020. NFASL
is a material subsidiary. NFASL commenced
commercial operations during the financial year
ended March 31, 2023. During the financial year
ended March 31, 2025, it achieved total revenue
from operations of '840.94 crores, Earnings before
interest, tax, depreciation and amortization (EBITDA),
before exceptional items of '187.30 crores and
Profit before tax (PBT), before exceptional items,
of '60.63 crores.

During the year, assets capitalised in NFASL
amounting to '800.37 crores include the recently
commissioned fluoro plant as well as assets
supporting efficiency improvements. Further, in
FY26, NFASL will incur mainly capital expenditure
on HF manufacturing plant which is expected to
commission by Q2FY26.

Capex undertaken in NFASL is funded through
mix of debt and equity contribution. As on March
31, 2025, debt outstanding stood at '1,401.33
crores. The said loans are secured by way of first
charge on NFASL’s fixed assets, second charge on
its current assets and corporate guarantees given
by the Company.

Policy for determining material subsidiary is
available at https://www.nfil.in/investor/policies/
NFIL-Policy%20for%20Determining%20Material%20
Subsidiary-2025-Final.pdf

The Company has 1 (one) joint venture

The Company is a joint venture partner with
Gujarat Mineral Development Corporation Limited
(‘GMDCL’) and Gujarat Fluorochemicals Limited, in
Swarnim Gujarat Fluorspar Private Limited, formed
for the purpose of beneficiation of fluorspar ores to
be supplied by GMDCL from its mines.

No company has become or ceased to become
subsidiary, associate or JV of the Company
during the year.

Highlights of Financial Performance of
Subsidiaries and Joint Venture

Pursuant to Section 129(3) of the Act, a separate
statement containing salient features of the financial
statements of each subsidiary and JV of the
Company is annexed in the format of Form AOC-1
to the Financial Statements of the Company. The
Financial Statements of all the aforesaid subsidiaries
and Joint Venture have been considered in the
Annual Audited Consolidated Financial Results
of the Company.

The Annual Financial Statements of all subsidiary
companies are placed on the Company’s website
at https://www.nfil.in/investor/annu reports.html.
Copies of the same will be made available to
interested Members who may write to the Company
Secretary in this regard.

CSR as one of the important means of sharing value with
the community in which it operates.

The Company’s CSR Policy is reflective of its CSR
philosophy and highlights the snapshot of activities
undertaken by the Company. The scope of the Policy
includes the areas covered under the Policy and activities
eligible for CSR contribution. The other aspects covered
by the Policy include guiding principles for: (i) selection
of CSR activities and annual action plan, (ii) execution of
CSR activities and (iii) monitoring CSR activities, along
with voluntary impact assessment.

The Company’s CSR policy is available on the website
of the Company at https://www.nfil.in/investor/policies/
NFIL CSR Policy 1.pdf

The Company’s CSR initiatives extend across health,
education, sports, sustainable livelihood, animal care
and other social causes through its CSR expenditure
of '6.91 crores for the financial year 2024-25 vis-a¬
vis mandatory spend of '6.62 crores pursuant to the
provisions of Section 135 of the Act. In addition to this,
CSR spend from Navin Fluorine Advanced Sciences
Limited was '0.89 crores and from Sulakshana Securities
Limited was '0.15 crores. The requisite details on CSR
initiatives pursuant to Section 135 of the Act read with
the Companies (Corporate Social Responsibility Policy)
Rules, 2014 are annexed as ‘Annexure 4’ to this Report.

Though not statutorily required, the Company voluntarily
conducted impact assessment of its project implemented
through Foundation for Promotion of Sports during FY
2022-23, exemplifying the Company’s commitment to
transparent and responsible practices. The assessment
was carried out by MMJC Consultancy LLP and executive
summary on the same is annexed to Annexure 4.

The Company’s approved Annual Action Plans on CSR
are available on the Company’s website at https://www.
nfil.in/csr/index.html

9. ANNUAL RETURN

The Annual Return of the Company for the financial year
2024-25 is available on the website of the Company at
https://www.nfil.in/investor/annu reports.html.

10. UNCLAIMED DIVIDEND / INVESTOR
EDUCATION AND PROTECTION FUND (IEPF)

As per Section 124 of the Act read with the Rules made
thereunder, any dividend amount transferred to Unpaid
Dividend Account which remains unclaimed or unpaid
for 7 years is transferred to IEPF and shares in respect

of which dividend has not been paid or claimed for 7
consecutive years or more are transferred to IEPF.

The details of shares and dividends transferred to IEPF
by the Company during the year are available at https://
www.nfil.in/investor/unpaid.html. The Company intimates
concerned Members and issues public notice in respect
of shares to be transferred to IEPF in the newspaper,
on timely basis.

11. LOANS, GUARANTEES, SECURITIES
AND INVESTMENTS

The details of loans and guarantees given, securities
provided and the investments made by the Company as
on March 31, 2025 pursuant to Section 186 of the Act are
provided in the Annual Audited Financial Statements.

12. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into
during the financial year were in the ordinary course
of the business and on arm’s length basis. Pursuant to
clause (h) of sub-section (3) of Section 134 of the Act
and Rule 8(2) of the Companies (Accounts) Rules, 2014,
the details of contracts / arrangements entered with
related parties in prescribed Form AOC-2, is annexed as
‘Annexure 5’ to this Report.

The Company’s Policy on materiality of related
party transactions and on dealing with related party
transactions is available on the Company’s website at
https://www.nfil.in/investor/policies/NFI L-Policy%20
on%20Materiality%20of%20Related%20Party%20
Transactions%20and%20on%20dealing%20with%20
RPT-Final-2025.pdf.

13. BOARD MEETINGS

During the year, 8 (eight) Board Meetings were held.
The details of the Board Meetings are mentioned in the
Corporate Governance Report annexed to this Report.

14. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have
submitted declarations confirming that:

a) They are independent as per Section 149(6) of the
Act and Regulation 16 of SEBI Listing Regulations;

b) They have registered themselves with Independent
Directors’ Database of The Indian Institute of
Corporate Affairs (‘IICA’) and have cleared the
online proficiency test of IICA, as applicable;

c) They are not aware of any circumstances or situations,
which exist or may be reasonably anticipated, that

could impair or impact their ability to discharge their
duties with an objective independent judgment and
without any external influence; and

d) They have complied with the Code of Conduct
for Independent Directors as prescribed under
Schedule IV to the Act, as applicable.

Accordingly, the Board of Directors of the Company is
of the view that Independent Directors fulfil the criteria
of independence and they are independent from the
management of the Company.

15. DIRECTORS’ RESPONSIBILITY STATEMENT

As required under the provisions of Section 134 of the
Act, your Directors report that:

(a) In the preparation of the annual accounts, the
applicable accounting standards have been
followed along with proper explanation relating to
material departures;

(b) The Directors have 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 at the end of the
financial year and of the profits of the Company
for that period;

(c) The Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

(d) The Directors have prepared the annual accounts
on a going concern basis;

(e) The Directors have laid down internal financial
controls (as required by Explanation to Section
134(5)(e) of the Act) to be followed by the Company
and such internal financial controls are adequate
and are operating effectively; and

(f) The Directors have devised proper systems
to ensure compliance with the provisions of all
applicable laws and such systems are adequate and
operating effectively.

16. CHANGES IN DIRECTORS AND KEY
MANAGERIAL PERSONNEL

Mr. Sunil S. Lalbhai’s second term as Independent
Director of the Company ended on June 24, 2024. The
Board of Directors of the Company, at its Meeting held on
May 07, 2024, appointed him as Additional Director and,
Non-Executive Non-Independent Director with effect

from June 25, 2024, based on the recommendations of
the Nomination and Remuneration Committee, subject to
approval of the Members of the Company.

The Board of Directors of the Company, at its Meeting
held on May 07, 2024, appointed Mr. Abhijit J. Joshi as
an Additional Director and Independent Director of
the Company for a tenure of 5 (five) consecutive years
commencing from May 07, 2024 and ending on May 06,
2029, based on the recommendations of the Nomination
and Remuneration Committee, subject to approval of the
Members of the Company.

The Board of Directors of the Company, at its Meeting
held on June 03, 2024, appointed Mr. Nitin G. Kulkarni
as (a) Additional Director of the Company w.e.f. June 24,
2024, and (b) Managing Director and Key Managerial
Personnel of the Company for a tenure of 5 (five)
consecutive years commencing from June 24, 2024
to June 23, 2029, based on the recommendations of
Nomination and Remuneration Committee, subject to
approval of the Members of the Company.

Mr. Pradip N. Kapadia, Mr. Sudhir G. Mankad and Mr. Harish
H. Engineer ceased to be Independent Directors of the
Company upon completion of their second term of 5
(five) consecutive years on June 24, 2024. Ms. Radhika V.
Haribhakti ceased to be an Independent Director of the
Company upon completion of her second term of 5 (five)
consecutive years on July 29, 2024.

At the 26^th Annual General Meeting of the Company held
on August 01, 2024, the following changes occurred in
the Board of the Company:

• Mr. Mohan M. Nambiar, Non-Executive Non¬
Independent Director, retiring by rotation, though
eligible, did not offer himself for re-appointment
as Director as due to his age, he had chosen to
gradually reduce his engagements.

• Mr. Nitin G. Kulkarni was appointed as Director of
the Company and as the Managing Director of the
Company for 5 (five) consecutive years commencing
from June 24, 2024 and ending on June 23, 2029.

• Mr. Abhijit J. Joshi was appointed as an Independent
Director of the Company, not liable to retire by
rotation, for a term of 5 (five) consecutive years
commencing from May 07, 2024 and ending
on May 06, 2029.

• Mr. Sunil S. Lalbhai was appointed as Non-Executive
Non-Independent Director of the Company, liable to
retire by rotation.

The Company places on record its deep sense
of appreciation for the invaluable services

rendered and guidance provided by Mr. Kapadia,
Mr. Mankad, Mr. Engineer, Ms. Haribhakti and Mr. Nambiar
during their tenure.

The Board recommends to the Members of the Company,
the re-appointment of Mr. Vishad P. Mafatlal, Director of
the Company, who retires by rotation at the forthcoming
AGM and being eligible, has offered himself for re¬
appointment as a Director.

The Board of Directors of the Company at its Meeting held
on May 09, 2025, re-appointed Mr. Ashok U. Sinha as an
Independent Director of the Company for second term
of 5 (five) consecutive years commencing from October
28, 2025 and ending on October 27, 2030 based on the
recommendations of the Nomination and Remuneration
Committee, subject to approval of the Members of the
Company. The Board recommends to the Members of
the Company, the re-appointment of Mr. Sinha as an
Independent Director of the Company.

Brief profiles of Mr. Mafatlal and Mr. Sinha are provided in
the Notice convening the 27^th Annual General Meeting.

17. COMMITTEES OF THE BOARD

The Company has duly constituted the following statutory
committees as per the provisions of the Act and SEBI
Listing Regulations:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders’ Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

The details of the composition, number of Meetings, terms
of reference and other information of all the aforesaid
committees are included in the Corporate Governance
Report which forms part of this Report.

Audit Committee

The composition of the Audit Committee is as under:

During the year, there were no instances when the
recommendations of the Audit Committee were not
accepted by the Board of Directors of the Company.

18. VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the requirements of the Act and SEBI Listing
Regulations, the Company has a Whistle Blower Policy
approved by the Board of Directors. The objectives of
the policy are:

a) To provide a Vigil Mechanism for Directors and
employees of the Company and other persons
dealing with the Company to report to the
Audit Committee, their concerns relating to the
Company, any instance of unethical behaviour,
actual or suspected fraud or violation of the
Company’s Ethics Policy;

b) To safeguard the confidentiality and interest of
such employees / other persons dealing with the
Company against victimization, who notice and
report any unethical or improper practices; and

c) To appropriately communicate the existence of such
mechanism within the organization and to outsiders.

Whistle Blower Policy is available on the website of
the Company at https://www.nfil.in/investor/policies/
Whistle%20Blower%20Policy.pdf. The Company confirms
that no personnel have been denied access to the Audit
Committee pursuant to the whistle blower mechanism.

19. ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and SEBI
Listing Regulations, performance evaluation was
carried out as under:

Board of Directors

In accordance with the criteria suggested by the
Nomination and Remuneration Committee, the Board of
Directors evaluated the performance of the Board, having
regard to various criteria such as Board composition,
Board processes and Board dynamics. The Independent
Directors, at their separate Meeting, also evaluated the
performance of the Board as a whole based on various
criteria. The Board and the Independent Directors were
of the unanimous view that performance of the Board of
Directors as a whole was satisfactory.

Committees of the Board of Directors

The performance of the Audit Committee, the Corporate
Social Responsibility Committee, the Nomination and
Remuneration Committee, the Stakeholders’ Relationship
Committee and the Risk Management Committee was
evaluated by the Board having regard to various criteria

such as committee composition, committee processes
and committee dynamics. The Board was of the
unanimous view that all the committees were performing
their functions satisfactorily and according to the
mandate prescribed by the Board under the regulatory
requirements including the provisions of the Act read with
the Rules made thereunder and SEBI Listing Regulations.

Individual Directors

(a) Independent Directors: In accordance with
the criteria suggested by the Nomination and
Remuneration Committee, the performance of each
Independent Director was evaluated by the entire
Board of Directors (excluding the Director being
evaluated) on various parameters like qualification,
experience, availability and attendance, integrity,
commitment, governance, independence,
communication, preparedness, participation
and value addition. The Board appreciated the
contribution made by all the Independent Directors
in guiding the management and concluded that
continuance of each Independent Director on the
Board will be in the interest of the Company. The
Board was also of the unanimous view that each
Independent Director was a reputed professional
and brought his/her rich experience to the
deliberations of the Board.

(b) Non-Independent Directors: The performance of
each of the Non-Independent Directors (including
the Executive Chairman) was evaluated by the
Independent Directors at their separate meeting.
Further, their performance was also evaluated by
the Board of Directors. Various criteria considered
for the purpose of evaluation included qualification,
experience, availability and attendance, integrity,
commitment, governance, communication etc.
The Independent Directors and the Board were of
the unanimous view that all the Non-Independent
Directors were providing good business and
people leadership.

20. POLICY ON DIRECTORS’ APPOINTMENT
AND REMUNERATION

The Company has a policy on Appointment and
Remuneration of Directors, Key Managerial Personnel
and Other Employees as per Section 178(3) of the
Act and Regulation 19 of SEBI Listing Regulations,
which includes:

• Criteria for identification of persons for appointment
as Directors and in senior management positions

• Criteria for determining qualifications, positive
attributes, independence of a Director

• Board Diversity

• Remuneration to Non-Executive Directors, Key
Managerial Personnel and Senior Management and
remuneration to other employees

The Policy on Appointment and Remuneration ofDirectors,
Key Managerial Personnel and Other Employees is
available on the Company’s website at https://www.nfil.
in/investor/policies/Policyardkmpe.pdf.pdf.

21. INSURANCE

The properties, insurable assets of the Company such
as Buildings, Plants and Machineries and inventories,
among others, are adequately insured.

The Company has a Directors & Officer’s Liability (D&O)
Policy which covers the Directors and Officers for the
liabilities, if any, arising out of their actions/decisions
in the normal course of discharge of their duties
for the Company.

22. EMPLOYEES’ STOCK OPTION SCHEMES

The Company has two Employees’ Stock Option
Schemes viz. Employees’ Stock Option Scheme 2007
and Employees’ Stock Option Scheme 2017 (‘ESOS
2017’) which are in compliance with the SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations,
2021 and there were no material changes therein. In
this regard, a certificate from Parikh & Associates, the
Secretarial Auditors of the Company, will be placed at the
27^th Annual General Meeting for inspection by Members.

During the year, 50,000 Stock Options were granted to
an eligible employee of the Company under ESOS 2017.
The relevant details of the Employees’ Stock Option
Schemes as per SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 are specified in
‘Annexure 6’ to this Report.

23. HUMAN RESOURCE

The total number of permanent employees of the
Company as on March 31, 2025 was 988. The requisite
details under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 form part of
‘Annexure 7’ to this Report.

The requisite details relating to the remuneration of
the specified employees under Rule 5(2) and 5(3) of

the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 form part of this
Report. Further, this Report and Financial Statements are
being sent to Members excluding the aforesaid annexure.
In terms of Section 136 of the Act, the said annexure
will be open for inspection by any Member. Interested
Members may write to the Company Secretary.

24. PREVENTION OF WORKPLACE HARASSMENT

The Company has in place a gender neutral Anti-Sexual
Harassment Policy which aims to provide an environment,
which is free of discrimination, intimidation and abuse.
The Company has complied with provisions relating
to the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. During
the year, no complaints were received from employees
in this regard.

25. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial
controls with reference to Financial Statements. It has
laid down certain guidelines, policies, processes and
strictures which are commensurate with the nature, size,
complexity of operations and the business processes
followed by the Company. These controls enable and
ensure the systematic and efficient conduct of the
Company’s business, protection of assets, prevention
and detection of frauds and errors and the accuracy and
completeness of the accounting and financial records.
The controls have been reviewed and found satisfactory
on the following key control matrices:

a. Entity level controls

b. Financial controls

c. Operational controls

The Company has a built-in review and control
mechanism to ensure that such control systems are
adequate and operating efficiently and these are
persistently reviewed for effectiveness. The internal
control system is maintained by qualified personnel and
there is an internal audit review on a regular basis, to
suggest adequacy and effectiveness of the system and
to recommend improvements.

The Audit Committee of the Board of Directors approves
the annual internal audit plan and periodically reviews
the progress of audits as per approved audit plan
along with critical internal audit findings presented by
internal auditors and status of implementation of audit
recommendations.

26. RISK MANAGEMENT POLICY

The Company has a structured risk management
framework and policy that provides an all-inclusive
approach to safeguard the organization from various
risks, both operational and strategic, through adequate
and timely actions. It is designed to anticipate, evaluate
and mitigate risks that could materially impact the
business objectives. The potential risks are inventorised
and integrated with the management process such
that they receive the necessary consideration during
the decision making. Further details are provided in
the Management Discussion and Analysis Report and
Corporate Governance Report annexed to this Report.

27. ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The information on conservation of energy and
technology absorption is disclosed in ‘Annexure 8’ to
this Report pursuant to Section 134 of the Act read with
the Companies (Accounts) Rules, 2014.

28. STATUTORY AUDITORS

At the 24^th AGM held on July 27, 2022, the Members
of the Company approved the re-appointment of
Price Waterhouse Chartered Accountants LLP (Firm
Registration No. 012754N/N500016) for a second term
of 5 (five) consecutive years commencing from the
conclusion of the 24^th Annual General Meeting until the
conclusion of 29^th Annual General Meeting based on the
recommendations of the Audit Committee and the Board.

29. STATUTORY AUDITOR’S REPORT

There is no qualification, reservation or adverse remark
or disclaimer made by the Statutory Auditors in their
report on the Standalone and Consolidated Financial
Statements of the Company for the financial year ended
March 31, 2025.

As required under Rule 11 of the Companies (Audit and
Auditors) Rules, 2014, auditors’ report has highlighted
the fact that your Company has used an accounting
software for maintaining its books of account which has
a feature of recording audit trail (edit log) facility and that

has been operating throughout the year for all relevant
transactions, except when certain privileged access
are used, the audit log at the application and database
level does not capture the pre-modified values for the
changes. Further, privileged access to the application
and database continues to be restricted to a limited set of
users who necessarily require the same for maintenance
and administration.

Auditor’s report also states that in respect of software
used for processing payroll records, which is operated
by a third-party software service provider, have the audit
log feature enabled at application level and the same
has been operating throughout the year. However, at
the database level, the ISAE 3402 Type 2 report is not
available and accordingly the auditors were unable to
comment whether the audit trail feature at the database
level was enabled and operated throughout the year.
We would like to highlight that we are working with the
payroll process service provider to ensure the availability
of required reports and audit trails.

30. SECRETARIAL AUDITORS

The Board recommends to the Members of the Company,
the appointment of Parikh & Associates, Practising
Company Secretaries as Secretarial Auditors of the
Company for a term of five consecutive years, from the
financial year 2025-26 to financial year 2029-30 and
remuneration to be paid to them.

31. SECRETARIAL AUDIT REPORT

Pursuant to Section 204(1) of the Act and Regulation 24A
of SEBI Listing Regulations, the Secretarial Audit Report
of the Company for the financial year ended March 31,
2025 issued by Parikh & Associates, Practising Company
Secretaries, is annexed as ‘Annexure 9’ to this Report.
Further, the Secretarial Audit Report of Navin Fluorine
Advanced Sciences Limited, a Material Wholly Owned
Subsidiary, for the financial year ended March 31, 2025
issued by Parikh & Associates, Practising Company
Secretaries, is annexed as ‘Annexure 10’ to this Report.
The aforesaid Reports do not contain any qualification,
reservation or adverse remark or disclaimer.

32. COST RECORDS AND COST AUDITORS

Pursuant to Section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014,
maintenance of cost records is applicable to the
Company and accordingly, such accounts and records
are being maintained.

The Board of Directors, based on the recommendations
of the Audit Committee, appointed B. Desai & Co., (Firm
Registration No. 005431), Cost Accountants, as Cost
Auditors to audit the cost accounts of the Company
for the financial year 2024-25 on agreed remuneration
of '5,50,000/-.

As required under the Act, necessary resolution seeking
Members’ ratification for the remuneration payable to B.
Desai & Co. is placed at the 27^th Annual General Meeting.
The Cost Audit Report in respect of the financial year
2024-25 will be filed within the statutory timeline.

33. SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards
on Meetings of the Board of Directors and General
Meetings issued by the Institute of Company Secretaries
of India and approved by the Central Government.

34. STATUTORY DISCLOSURES

a) The Company has not accepted any deposit from
the public pursuant to Section 73 of the Act and the
Companies (Acceptance of Deposits) Rules, 2014;

b) The Company has not issued equity shares with
differential rights as to dividend, voting or otherwise;

c) The Whole Time Director, Key Managerial Personnel
and Managing Director of the Company have not
received any remuneration or commission from any
of the subsidiaries;

d) No significant and material Orders have been
passed by the regulators or courts or tribunals which
impact the going concern status and the Company’s
operations in future;

e) As there was no buyback of shares during the year,
the Company has nothing to disclose with respect
to buyback of shares;

f) None of the Auditors of the Company have reported
any fraud as specified under the second proviso of
Section 143(12) of the Act;

g) There were no revisions of financial statements
and the Board’s Report of the Company during the
year under review;

h) There were no material changes and commitments
affecting the financial position of the Company that
have occurred between the end of the financial year
to which the financial statements relate and the date
of this Report;

i) There was no change in the nature of the
Company’s business;

j) No application has been made under the Insolvency
and Bankruptcy Code, 2016. Hence, the requirement
to disclose the details of the application made or any
proceeding pending under the said Code during
the year along with their status as at the end of the
financial year is not applicable;

k) The requirement to disclose the details of the
difference between the amount of the valuation
done at the time of one-time settlement and the
valuation done while taking a loan from the Banks or
Financial Institutions along with the reasons thereof,
is not applicable; and

l) As permitted under the provisions of the Act, the
Board does not propose to transfer any amount to
general reserve.

35. APPRECIATION

The Board wishes to place on record its sincere

appreciation for the dedicated services rendered by the